Mount Saint Mary'S University

“The executive committee is composed of members that may include non-trustee members. However, the board may not delegate any of the authority of the board to non-trustee members. The executive committee has all the authority of the board with respect to the operations and affairs of the corporation except as limited by law or by the university's bylaws.”

“The university has business relationships with the sisters of st. Joseph of carondelet. Four of the university board members are affiliated with this organization: sister joan lescinksi, sister maureen o'connor, sister barbara anne stowasser and sister patricia rosholt are on the board of trustees and belong to the same order (sisters of st. Joseph of carondelet).”

“The university bylaws were amended to include: in the event that a chairperson of the board is elected to commence his or her 3 year term as chairperson after the commencement of his or her then current term of service as a trustee, such chairperson's term as a trustee shall be extended to enable such chairperson to serve as chairperson of the board for the 3 year term of office.”

“The members shall consist of the members of the governing body of the los angeles province of the sisters of st. Joseph of carondelet. We have disclosed the members as the provincial superior and four other sisters. They may serve on the governing body, but not the member.”

“The members have the right to appoint the board of trustees. The board of trustees shall include representatives of the sisters of st. Joseph of carondelet selected by the board of trustees in consultation with the province. Any trustee of the board may be removed with or without cause by the board with approval of the members.”

“The members have the following powers: right to approve the significant decisions made by the board of trustees at the annual meeting or special meeting. Modification of the mission statement or of the nature or purpose of the mission of the corporation. Amendment of the articles of incorporation of the corporation or of the powers reserved to the members. Transfers of stable patrimony of the corporation at or above the threshold established for the united states by the holy see. Any transaction which would jeopardize the stable patrimony of the corporation. Appointment or removal of the president upon the recommendation of the board. Dissolution or liquidation of the corporation or merger of the corporation with any other corporation or entity. Any transaction outside the ordinary course of the business of the corporation. Any contract or commitment binding the corporation to any transaction involving a total value in excess of $3,000,000.”

“The chair of the audit committee reviews the draft of the return. After the review, the draft is submitted to the full audit committee for review and recommendation. Once approved, the approved draft is submitted to the board for final approval before filing the return with the irs before the deadline. The board received a copy of 2022 form 990 with the names and addresses of donors omitted from schedule b.”

“The conflict of interest policy is signed and acknowledged by the board members and members of cabinet on an annual basis. Each written conflict of interest statement is reviewed every year at the annual may board meeting by the chair of the board in conjunction with the president. Any duality of interest or possible conflict of interest on the part of any director should be fully disclosed to the other members of the board at any time a contract or other transaction is considered between this university and one or more of its governing board members or between this university and any corporation, firm, or association in which one or more of the members of the governing board to this university are financially interested. The fact of common directorship or financial interest should be noted in the minutes and the board should approve the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of such members of the governing board. In response to the new department of education regulatory requirements to report all related party transactions, each board and cabinet member was required to complete a questionnaire listing any conflicts arising from personal or professional associations from either the member, their spouse or their adult children.”

“The board chair reviews published data of similar institutions in terms of budget, endowment, location, and complexity of operations from the association of independent california colleges and universities (aiccu) administrative compensation report. The board chair gives his recommendation to the compensation committee, a subcommittee of the executive committee, who determines compensation. Compensation is documented through formal offer letters, employee status forms and data maintained in the university database. This process was most recently undertaken in 2023. Compensation for the vice presidents is reviewed and approved by the president. The president and the human resources department used comparability data from the aiccu administrative compensation report, yaffe & company executive compensation survey data for independent colleges and universities, and the college and university professional association higher education survey data. Compensation is documented through formal offer letters, employee status forms and data maintained in the university database. The process was most recently undertaken in fall, 2023 for the vice president of diversity, equity and justice.”

“Governing documents, conflict of interest policy and financial statements are available to appropriate parties upon request through reports or responses to questionnaires.”

“Changes in annuity payable 109,082.”