Rhode Island School of Design

“The executive committee shall have and exercise all the authority of the board between meetings of the board, except for the authority to amend, alter, or repeal these bylaws; elect, appoint, or remove any officer of the board or of the college or any member of any committee of the board; amend or restate the college's articles of incorporation; adopt a plan of merger or a plan of consolidation with another corporation; authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the college; authorize the voluntary dissolution of the college or revoke proceedings for such dissolution; adopt a plan for the distribution of the assets of the college; or amend, alter, or repeal any resolution of the board that by its terms provides that it shall not be amended, altered, or repealed by the executive committee.”

“Both the risd alumni council president and the immediate past president serve as ex-officio trustees for 2 years after their respective terms end.”

“The process for the fy 2024 form 990 includes review by senior management, the audit committee, and the independent external tax consultants. The audit committee is presented with a complete draft of the return for its review. The full board receives a final copy of form 990 before the return is filed.”

“On an annual basis, the school's trustees' office distributes a survey to all of the trustees and senior administrators requesting information on matters relating to the school's conflict of interest policy. There are follow up procedures to ensure that surveys are completed and returned for review. The general counsel's office provides assistance to trustees and senior administrators by responding to any questions they may have. In accordance with the conflict of interest policy, results of the completed surveys are presented to the chairs of the audit committee and the committee on trustees and governance, and then to both of those committees for final review. In addition to the annual survey, the trustees and senior administrators are required to disclose any additional conflicts that may arise during the course of the year. Periodic reminders are sent out. Further, whenever any matter involving a conflict of interest on the part of any trustee is discussed or proposed for action at board or committee meetings, such conflict shall be disclosed to other trustees present, and the trustee having such conflict shall not vote or use his or her personal influence on the matter.”

“The school's process for determining compensation for its officers (including the president) and key employees includes: 1. Preparing a description of the position and requirements via a formal job description, job summary, or advertisement. 2. Developing an understanding of the external market for similar positions and requirements via various sources such as: compensation surveys (e.g., yaffee, sne cupa, the survey group); other organizations' form 990 data; dialog with search firms; and knowledge of applicant pool and current earnings. 3. Considering the external market data listed above in light of internal operating budget and internal equity factors. 4. Understanding the candidate's previous experience and skill set as related to the position's requirements and the college's needs. 5. Engaging an independent compensation consultant to determine and verify reasonableness of the compensation levels for the individual. 6. Presenting a recommended hiring range (offer) to risd's officers and board of trustees, as appropriate, for approval. 7. Generating an offer letter or contract. Risd has a compensation committee of the board of trustees. The committee assists the board in establishing and reviewing the compensation of risd's senior administrative staff on an ongoing basis. The subcommittee consists of the chair of the board, the vice chair(s) of the board and the chair of the finance committee of the board, and will be assisted by the secretary, the president, the vice president for human resources, and/or the general counsel when appropriate. The subcommittee reviews each initial offer, each annual adjustment, and any other adjustments. In so doing, the subcommittee reviews current comparable data with the assistance of an independent compensation consultant and documents its decisions in its minutes. The contract for the president emeritus runs through june 30, 2024.”

“Risd makes available to the public its governing documents, conflict of interest policy and consolidated financial statements by posting these documents on www.risd.edu and also by request.”

“Sale of risd holdings building - deconsolidating entry 814,212.”