Johnson & Wales University

“In november 2018, the jwu board of trustees amended and restated the organization's bylaws to: i. Establish the members of the board of trustees (the "trustees") as the sole members of the corporation (the "members"). The sole authority of the members continues to be the election of the members/trustees at each annual meeting; the trustees continue to "have full management, control, and regulation of the property, business, and affairs of the corporation." members' terms run concurrent with their terms as trustees. Ii. Move the annual meeting of the members/trustees to the third week of june of each year. Iii. Allow for meeting notification and actions without a meeting to take place by electronic transmission. Iv. Remove the executive vice president position as an officer of the corporation position and executive signer. V. Add a section on indemnification of the members/trustees and the officers of the corporation.”

“In addition to the governing board (board of trustees), the university had a group of individuals referred to as "the corporation," consisting of members representing various constituencies and areas of business relevant to the institution's mission and purpose. The only duty and authority of the corporation was to elect the members of the board of trustees. The members of the corporation as a separate governing body was discontinued in november 2018 through bylaw amendments; the board of trustees are the sole members of the corporation.”

“In addition to the governing board (board of trustees), the university had a group of individuals referred to as "the corporation," consisting of members representing various constituencies and areas of business relevant to the institution's mission and purpose. The only duty and authority of the corporation was to elect the members of the board of trustees. The members of the corporation as a separate governing body was discontinued in november 2018 through bylaw amendments; the board of trustees are the sole members of the corporation.”

“Prior to filing, a complete copy of the 990 is provided to the board of trustees. In addition, members of the audit committee meet with accounting management to address any questions. All questions must be addressed to the satisfaction of the committee members prior to filing.”

“Each trustee, officer and senior executive shall disclose to the board at least once each year all the material facts concerning his or her relationship with, or interest in, any person, firm, corporation or other entity with whom the university has, or proposes to enter into, any contract or other tranaction which may, directly, or indirectly, result in financial gain or other advantage to such trustee, officer or senior executive by reason of such relationship or interest. Additionally, where applicable, all trustees, officers and senior executives are required to disclose potential conflicts of interest not later than when the potential conflict becomes a matter of board action. The corporate secretary shall collect the information included in the aforementioned disclosure statements and report on the same to the audit committee. The information is reviewed by accounting personnel for business and personal relationships that may result in a conflict of interest situation. As part of the annual independent audit, all transactions with such businesses and / or individuals must be summarized for purposes of the required financial statement disclosure of related party transactions. This provides an added opportunity for management to review such transactions and relationships for propriety. Trustees, officers and senior executives may vote on and / or participate in approving transactions with such businesses and / or individuals in certain prescribed circumstances in which the relationship is clearly disclosed and the transaction is approved by a majority of the disinterested trustees, officers and / or senior executives that are charged with making the decision regarding the transaction in question.”

“The process for determining the compensation of the university's top management official (the university chancellor) included all of the elements of the rebuttable presumption of reasonableness. The independent compensation committee of the university's board of trustees independently engaged a firm of compensation specialists to perform a study to evaluate the compensation levels of persons in functionally comparable positions at similarly situated institutions. This information was used by the committee to evaluate the compensation of these administrators. The resulting compensation amounts were officially approved by the committee and documented in the meeting minutes. Similar compensation studies have been performed for all of the remaining individuals and/or positions reported in part vii, except for the position of the secretary. All of these studies were performed in 2015 for compensation effective july 1, 2015. Additionally, during the intervening years between the formal studies, the compensation for all of these individuals is reviewed by the compensation committee of the governing board.”

“The university's financial statements are available to the general public via the university's and the massachusetts attorney general's websites. The university's form 990 without schedule b is available to the general public via guidestar's and the massachusetts attorney general's websites. The university's governing documents and conflict of interest policy are not made available to the general public.”

“Change in investment in corporate subs. -350.”

“(a) name of person: sarah c. Malik (b) relationship between interested person and organization: family member of officer, trustee, or key employee (c) amount of transaction: $103,024 (d) description of transaction: compensation (e) amount of transaction: $10,208 (f) description of transaction: benefits (g) sharing of organization revenues? = no (a) name of person: kathleen a. Harney (b) relationship between interested person and organization: family member of officer, trustee, or key employee (c) amount of transaction: $42,822 (d) description of transaction: compensation (e) amount of transaction: $6,541 (f) description of transaction: benefits (g) sharing of organization revenues? = no (a) name of person: james c. Greene (b) relationship between interested person and organization: family member of officer, trustee, or key employee (c) amount of transaction: $62,475 (d) description of transaction: compensation (e) amount of transaction: $6,338 (f) description of transaction: benefits (g) sharing of organization revenues? = no (a) name of person: irma julie greene (b) relationship between interested person and organization: family member of officer, trustee, or key employee (c) amount of transaction: $74,424 (d) description of transaction: compensation (e) amount of transaction: $33,416 (f) description of transaction: benefits (g) amount of transaction: $60,091 (h) description of transaction: tuition exchange and waiver (i) sharing of organization revenues? = no (a) name of person: barbara g. Disaia (b) relationship between interested person and organization: family member of officer, trustee, or key employee (c) amount of transaction: $65,056 (d) description of transaction: compensation (e) amount of transaction: $34,002 (f) description of transaction: benefits (g) amount of transaction: $65,255 (h) description of transaction: tuition exchange (i) sharing of organization revenues? = no (a) name of person: samantha greene (b) relationship between interested person and organization: family member of officer, trustee, or key employee (c) amount of transaction: $10,412 (d) description of transaction: compensation (e) amount of transaction: $0 (f) description of transaction: (g) sharing of organization revenues? = no”