Johnson & Wales University

“In march 2020, the jwu board of trustees amended the bylaws to grant the board the authority to waive the one-year "cool-off period" before re-election for a trustee who reaches the end of three consecutive three year terms, on finding that unusual circumstances so warrant in the best interests of the university. In june 2020, the jwu board of trustees amended the bylaws to: - create the board officer position of "vice chair of the board" term length of one year, renewable and subject to the term limits set out by the bylaws; and - clarify the board's ability to hold meetings remotely, as audiovisual meetings, audio conferences, telephone conference, or otherwise.”

“Prior to filing, a complete copy of the 990 is provided to the board of trustees. In addition, members of the audit and risk management 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 and risk management 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 the chancellor. The resulting compensation amount was officially approved by the committee and documented in the meeting minutes. Similar compensation studies have been performed and the compensation committee of the board approved the compensation of "disqualified persons". All of these studies were performed in 2019 for compensation effective july 1, 2019. 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 and controlled entity -254,193.”

“(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: $90,823 (d) description of transaction: compensation (e) amount of transaction: $36,356 (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: $64,119 (d) description of transaction: compensation (e) amount of transaction: $6,749 (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: $75,325 (d) description of transaction: compensation (e) amount of transaction: $34,499 (f) description of transaction: benefits (g) amount of transaction: $35,528 (h) description of transaction: tuition exchange and waiver (i) sharing of organization revenues? = no”