California Lutheran University

“The board of regents has an executive committee that has authority to act on behalf of the board of regents on all matters, except for certain restrictions laid out in the bylaws for all committees and the following which are reserved for the board: (i) presidential selection and termination; (ii) charter and bylaw amendment; (iii) change in the corporation's mission; (iv) incurring corporate indebtedness; (v) approval of the annual budget; and (vi) conferral of degrees. At all times, the executive committee shall be composed of no fewer than eight members of the full board and shall include the chair of the board, who will preside, the vice chair of the board (if any), the secretary (if a regent), the president of the university, and the chair of the trusteeship and governance committee. The remaining positions will be recommended by the trusteeship and governance committee to be elected by the board of regents.”

“The members of the university consist of up to 74 convocators consisting of: (i) fifty members from the five constituent synods, ten members per synod, including the bishop of that synod shall represent each synod; (ii) five members elected at-large for the purpose of representing other interest groups pertinent to the university; (iii) ten members shall represent the synods of region i; (iv) one member shall be the president of the university; (v) the convocation may choose to appoint up to three members from the faculty of the university; (vi) the convocation may choose to appoint up to two members from the staff of the university; (vii) the convocation may choose to appoint up to three members who are students of the university including one from the associated students of california lutheran university government, one from the graduate and professional student council, and one from plts.”

“All regents shall be elected except for voting ex-officio regents consisting of the chair of the convocation, the president of the university, the chair of the evangelical lutheran church in america (elca) required advisory board, the alumni board representative (who shall neither be employed by the university or any university-grant program nor enrolled as a student of the university), and the bishop assigned by the bishops of region ii of the elca.”

“The board of regents may adopt, amend, or repeal bylaws unless doing so would materially and adversely affect the convocators' rights as to voting or transfer, sale or dissolution of the corporation. Notwithstanding anything to the contrary contained herein, any bylaw amendment which materially and adversely affects the provisions of these bylaws that give voting rights or substantive or procedural protections for the benefit of plts or the advisory board of plts shall not become effective until the amendment has been approved by the church council of the elca. The board of regent's power to adopt, amend or repeal bylaws is also subject to the following limitations: (i) where any provision of these bylaws requires the vote of a larger proportion of the convocators than otherwise is required by law, such provision may not be altered, amended, or repealed except by the vote of such greater number; (ii) no amendment may extend the term of a regent beyond that for which such regent was elected; and (iii) if bylaws are adopted, amended, or repealed at a meeting of the board, such action is authorized only at a duly called and held meeting for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations, therefore, is given in accordance with these bylaws, unless such notice is waived in accordance with these bylaws.”

“The form 990 is prepared by an outside cpa firm and reviewed by the controller and vice president of administration & finance. The form 990 is posted on an internal website with access given to all board members. The board of regents of the university has delegated the formal review to the administration and finance committee of the board. After the administration and finance committee complete their review, the president of the university signs the form 990.”

“The university requires all board of regents, officers, faculty members and staff to be familiar with the terms of the conflict of interest policy; disclose to the board secretary any possible personal, familial, close or business relationships that reasonably might give rise to a conflict involving the university; and acknowledge by his or her signature that he or she is in accordance with the letter and spirit of this policy. In the case of officers and other designated employees, an annual disclosure will be completed and filed with the office of the vice president for administration and finance. Each member of the staff and faculty not completing an annual affirmative statement must promptly report any perceived or actual conflict of interest to their appropriate senior administrator. The vice president for administration and finance shall review the annual disclosure statements of officers and designated employees and any reported perceived or actual conflicts of interest. Exceptions will be promptly reported to the audit committee of the board at its next meeting. Board of regents shall report to the secretary of the board of regents. After disclosure, such personnel shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon.”

“The compensation for the president is established by the board of regents (the board). The board utilized a higher education recruiting firm to analyze the current market comparison data and find qualified candidates. The compensation committee of the board negotiated the final compensation package based upon the consultant's data and the experience level of the president. The process is documented in the board's meeting minutes. The compensation of all the vice presidents is established by the president and is based on regional compensation market data, internal data, and job performance. Compensation studies are conducted by the human resources department and/or outside compensation consultants. The assistant vice president for human resources provides the president with the most recent compensation study prior to annual compensation increases to key officers.”

“The university makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Actuarial adjustment 228,698. Unrelated business income from partnerships -6,091.”