Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
Rockhurst University Continuing Education Center Inc
Employer identification number
43-1576558
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (see instructions)
..................
12
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.................................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2013.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2012.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2013.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
0
0
0
0
0
0
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
41,766,629
41,977,263
40,966,156
36,937,292
35,395,748
197,043,088
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
0
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
0
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
6
Total. Add lines 1 through 5.
41,766,629
41,977,263
40,966,156
36,937,292
35,395,748
197,043,088
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
0
0
0
0
0
0
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
57,947
172,207
37,075
267,229
c
Add lines 7a and 7b..
0
0
57,947
172,207
37,075
267,229
8
Public support (Subtract line 7c from line 6.)
196,775,859
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
9
Amounts from line 6...
41,766,629
41,977,263
40,966,156
36,937,292
35,395,748
197,043,088
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
572,724
515,565
435,371
333,724
296,731
2,154,115
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
0
c
Add lines 10a and 10b.
572,724
515,565
435,371
333,724
296,731
2,154,115
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
0
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
0
13
Total support. (Add lines 9, 10c, 11, and 12.)..
42,339,353
42,492,828
41,401,527
37,271,016
35,692,479
199,197,203
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
98.784 %
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
98.667 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
1.081 %
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
1.231 %
19a
33 1/3% support tests—2013.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2012.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2013
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
Rockhurst University Continuing Education Center Inc
Employer identification number
43-1576558
Return Reference
Explanation
FORM 990, PART III, LINE 1
EDUCATION AND TRAINING: WE PROVIDE OUR CUSTOMERS WITH INNOVATIVE METHODS, WORKSHOPS AND PRODUCTS THAT MEET THEIR EDUCATIONAL AND TRAINING NEEDS, AND ENABLE THEM TO ACHIEVE PERSONAL EXCELLENCE AND BECOME MORE EFFECTIVE MEMBERS OF THEIR COMMUNITIES, ORGANIZATIONS AND FAMILIES.
FORM 990, PART VI, SECTION A, LINE 2
MARK TRUITT AND GARY TRUITT HAVE A FAMILY RELATIONSHIP. BUSINESS RELATIONSHIPS GUY SWANSON, DENNIS THUM, MELVIN LAVERY, AND REV. THOMAS CURRAN HAVE A BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 3
ROCKHURST UNIVERSITY CONTINUING EDUCATION CENTER, INC. (RUCEC) IS GOVERNED BY A 12 MEMBER BOARD OF DIRECTORS, OF WHICH 11 ARE "INDEPENDENT." THE BOARD HAS THREE STANDING COMMITTEES (I.E. A MANAGEMENT COMMITTEE, AUDIT COMMITTEE AND COMPENSATION COMMITTEE). CERTAIN DECISIONS REGARDING DAY-TO-DAY MANAGEMENT OF RUCEC OPERATIONS ARE HANDLED BY ITS MANAGEMENT TEAM WHICH CONSISTS OF MEDIA RESPONSE TECHNOLOGY, INC. (MEDIA), MULTIPATH MARKETING MANAGMENT, INC. (MULTIPATH), AND THE FOUR EXECUTIVE VICE PRESIDENTS OF RUCEC (I.E. THE COO, CFO, CMO AND CIO). ULTIMATE AUTHORITY RESIDES WITH THE BOARD, SUBJECT TO THE TERMS OF THE RUCEC STOCKHOLDER'S AGREEMENT AS TO CERTAIN FUNDAMENTAL DECISIONS. THE BOARD (SOMETIMES OPERATING THROUGH THE COMMITTEES) OVERSEES RUCEC OPERATIONS BY MEDIA, MULTIPATH (THE "MANAGERS"), AND THE MANAGEMENT TEAM. THE MANAGERS EACH HAVE OVER 30 YEARS OF EXPERIENCE AND NATIONALLY RECOGNIZED EXPERTISE IN THE AREAS THEY MANAGE. EACH OPERATES UNDER A WRITTEN MANAGEMENT AGREEMENT WHICH SPECIFIES ITS RESPONSIBILITY. MANAGERS AND THE REMAINDER OF THE MANAGEMENT TEAM ARE SUBJECT TO BOARD OVERSIGHT AND RESTRICTED BY THE TERMS OF THE MANAGEMENT AGREEMENTS, THE STOCKHOLDER AGREEMENTS AND THE SECOND AMENDED RULES AND REGULATIONS AS TO MANAGEMENT DECISIONS REGARDING RUCEC.
FORM 990, PART VI, SECTION A, LINE 6
ON JUNE 23, 2014, ROCKHURST UNIVERSITY PURCHASED THE REMAINING 48% INTEREST IN THE ORGANIZATION FROM AMERICAN MANAGEMENT ASSOCIATION, MAKING ROCKHURST UNIVERSITY THE SOLE OWNER OF THE ORGANIZATION. THIS TRANSACTION WAS DONE OUTSIDE OF THE COMPANY.
FORM 990, PART VI, SECTION A, LINE 7A
BEFORE JUNE 23, 2014 - RUCEC'S STOCKHOLDERS (I.E. THE UNIVERSITY AND AMA) EACH ELECT DIRECTORS BASED ON THE SHARE HOLDINGS. THE UNIVERSITY AS THE OWNER OF 100% OF THE PREFERRED SHARES HAS THE RIGHT TO ELECT 6 OF THE 12 DIRECTORS. THE UNIVERSITY AS THE OWNER OF 52% OF THE COMMON SHARES AND AMA AS THE OWNER OF 48% OF THE COMMON SHARES EACH ELECT 3 OF THE REMAINING 6 DIRECTORS. THE UNIVERSITY ELECTS 9 OUT OF THE 12 RUCEC DIRECTORS AND AMA ELECTS THE OTHER 3 DIRECTORS. DECISIONS BY THE BOARD ARE MADE BY A MAJORITY VOTE OF DIRECTORS SUBJECT TO THE RESTRICTIONS CONTAINED IN THE STOCKHOLDERS AGREEMENT, WHICH REQUIRES THAT IN THE CASE OF CERTAIN FUNDAMENTAL DECISIONS THE MAJORITY MUST INCLUDE AT LEAST 1 VOTE BY A DIRECTOR APPOINTED BY AMA. AFTER JUNE 23, 2014 ROCKHURST UNIVERSITY OWNED 100% OF RUCEC AND HAS THE RIGHT TO ELECT ALL 12 DIRECTORS.
FORM 990, PART VI, SECTION A, LINE 7B
CERTAIN FUNDAMENTAL DECISIONS ARE SUBJECT TO A MAJORITY VOTE BY THE 12 MEMBER BOARD ELECTED BY ROCKHURST UNIVERSITY AS OF JUNE 23, 2014 WHEN ROCKHURST UNIVERSITY PURCHASED THE COMMON SHARES OWNED BY AMA.
FORM 990, PART VI, SECTION B, LINE 11B
AN INDEPENDENT ACCOUNTING FIRM PREPARES AND REVIEWS THE 990. THE 990 IS THEN REVIEWED BY THE ORGANIZATION'S OFFICERS AND ACCOUNTING PERSONNEL. ANY QUESTIONS OR CONCERNS THE ORGANIZATION'S OFFICERS AND ACCOUNTING PERSONNEL HAVE ARE ADDRESSED. THE 990 IS THEN PROVIDED TO THE AUDIT COMMITTEE OF THE BOARD FOR THEIR REVIEW. ANY QUESTIONS OR CONCERNS THE AUDIT COMMITTEE HAVE ARE ADDRESSED. THE FINAL FORM 990 WITH ALL REQUIRED SCHEDULES IS THEN PROVIDED TO ALL VOTING MEMBERS OF THE BOARD PRIOR TO FILING THE 990.
FORM 990, PART VI, SECTION B, LINE 12C
RUCEC HAS A WRITTEN CONFLICT OF INTEREST POLICY AND REGULARLY MONITORS AND ENFORCES SUCH POLICY. DIRECTORS, KEY EMPLOYEES AND MANAGERS ARE REQUIRED BY THE POLICY TO DISCLOSE ANY RELATIONSHIP OR CIRCUMSTANCE THAT COULD GIVE RISE TO A POTENTIAL CONFLICT OF INTEREST. ONCE IDENTIFIED SUCH A CONFLICT IS DISCLOSED TO THE BOARD OR APPROPRIATE COMMITTEE FOR REVIEW AND POSSIBLE ACTION. IDENTIFIED CONFLICTS WOULD BE DEALT WITH BY THE BOARD OR ITS INDEPENDENT DESIGNEE OR COMMITTEE. DIRECTORS, KEY EMPLOYEES AND MANAGERS ARE REQUIRED TO ABSTAIN FROM VOTING ON THE ISSUE IN WHICH THEY HAVE A CONFLICT. BOARD MEMBERS, MANAGERS AND KEY EMPLOYEES ARE REQUIRED TO DISCLOSE ANY CHANGES OR CONFLICTS WHICH ARISE FROM THE DATE OF THEIR FIRST DISCLOSURE QUESTIONNAIRE AND ARE ALSO PERIODICALLY NOTIFIED AND REQUIRED TO EXECUTE UPDATED DISCLOSURE QUESTIONNAIRES.
FORM 990, PART VI, SECTION B, LINES 15A & B
RUCEC'S BOARD AND ITS COMPENSATION COMMITTEE WHICH CONSISTS OF 3 INDEPENDENT VOTING DIRECTORS AND THE PRESIDENT OF THE UNIVERSITY, AS AN EX-OFFICIO, NON-VOTING MEMBER, DETERMINE COMPENSATION. THE PROCESS STARTS WITH ANALYSES FROM THE MANAGEMENT COMMITTEE, A RECOMMENDATION FROM THE INDEPENDENT CHAIRPERSON OF THE MANAGEMENT COMMITTEE, A REVIEW BY THE COMPENSATION COMMITTEE OF DATA PROVIDED BY RUCEC'S CHIEF FINANCIAL OFFICER, AUDITORS, LEGAL COUNSEL, PERIODIC INDEPENDENT SURVEY INFORMATION PROVIDED BY RSM MCGLADREY, INSIGHT MANAGEMENT CONSULTING, HEWITT, ETC, AND OTHER DATA AVAILABLE TO AND PROVIDED BY THE COMPENSATION COMMITTEE MEMBERS. ALL OF WHOM HAVE EXPERIENCE WITH OTHER INSTITUTIONS' COMPENSATION PROCESSES AND DECISION MAKING. THE DECISIONS OF THE COMPENSATION COMMITTEE ARE DOCUMENTED IN THE MINUTES TO PROVIDE APPROPRIATE SUBSTANTIATION.
FORM 990, PART VI, SECTION C, LINE 19
THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE NOT AVAILABLE TO THE PUBLIC.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.