Hampshire College Trustees

“The executive committee shall be composed of the chair and vice chair(s) of the board, the chairs of the board's standing committees, the president, and, at the discretion of the board chair, up to two at-large members nominated by the board chair. Total membership of the executive committee shall not exceed fifteen members. All members of the executive committee shall be voting trustees. The executive committee shall be empowered to act for the board between regular board meetings on all matters except for the following powers, which shall be reserved for action by the full board: (a) to change the name or registered office of the college. (b) to amend the articles of organization or bylaws, or otherwise alter the college's structure or existence. (c) to change the mission and purposes of the college. (d) to select or terminate the president. (e) to change the number of members constituting the board. (f) to fill vacancies or otherwise elect or remove trustees or officers. (g) to incur corporate indebtedness. (h) to effect the sale or other disposition of real estate or any material part of the college's tangible property. (i) to approve the annual budget. (j) to approve draws from the endowment. (k) to confer degrees and honors. Unless otherwise designated as standing or ad hoc committees, subcommittees of the executive committee as appointed by the board chair shall serve as the presidential assessment committee and the presidential compensation committee.”

“Members' power to elect governing body - the student body elects a student trustee and an alternate. The faculty elects a faculty trustee. The staff elects a staff trustee.”

“Form 990 review - management of the college is responsible for preparing a draft of form 990 with the assistance of an outside public accounting firm. The completed draft of form 990 is provided to the audit and compliance committee of the board of trustees in advance of the filing deadline to enable a review by all members of the committee with senior management and the college's tax advisor from a public accounting firm. All questions and concerns of the audit committee members are addressed and incorporated into form 990 as appropriate. After the audit committee's review, all members of the board of trustees are provided a copy of the completed form 990 in advance of the filing deadline via a dedicated website. After input from the board of trustees and the audit committee has been appropriately addressed, form 990 is filed with the internal revenue service.”

“Monitoring and enforcement of conflict policy - the college annually requires disclosures of conflicts of interest through a conflict of interest form. The trustees are emailed the conflict of interest form from the president's office via the college's secretary, and the completed forms are returned to the business office. If a completed conflict of interest form discloses a conflict, it is given to the vice president for finance and administration. The vp for finance and administration reviews the forms and then sends them to the audit and compliance committee if the disclosure is something that the committee needs to be aware of. The trustees recuse themselves from voting on matters in which they have a conflict. The minutes of such meeting shall reflect that a disclosure was made, and a trustee who is uncertain whether a conflict of interest may exist in any matter may request the board or committee to resolve the question by majority vote.”

“Compensation review and approval - the executive committee of the board of trustees annually reviews the compensation of the president. The process includes reviewing comparable data to determine appropriate compensation levels. The documented process and decisions made are preserved in human resources. The executive committee is empowered to approve the annual compensation of the president, and the executive committee, or a subset thereof, meets with the president annually for a formal evaluation after receiving input from the full board. The other officers' compensation is reviewed by the president. Comparative salary data as well as proposed salaries are brought by the president to the executive committee for review. The president makes the final salary decisions for all college officers. The process described here was last completed in 2023.”

“Availability of documents - the college's by-laws, code of conduct, conflict of interest policy, and financial statements are all available on the college's website: www.hampshire.edu, form 990 and the audited financial statements are available on the website of the massachusetts attorney general. Form 990 is also available at www.guidestar.org.”