Johnson & Wales University

“In december 2020, the university board of trustees amended the johnson & wales university bylaws to grant the board the authority to extend the service of the chair of the board beyond two consecutive three-year terms, upon finding unusual circumstances so warrant in the best interest of the university, for a length of time as determined by the board, subject to the term limits set out in the bylaws.”

“Prior to filing, a complete copy of the 990 is provided to the board of trustees. In addition, members of the audit & 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 approved by the committee and documented in the compensation committee's meeting minutes. Similar compensation studies have been performed for other "disqualified persons and the compensation committee of the board approved the compensation of those "disqualified persons." additionally, during the intervening years between the formal studies, the compensation for all of these disqualified persons are reviewed and approved annually 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.”

“A major component of the university's focus 2022 strategic plan was the sustainability of the branch campuses. After extensive deliberations and analysis, it was determined that the university's unique status as one university, with four geographically diverse on-the-ground campuses, was no longer viable in the rapidly changing landscape of higher education. The rapid spread of the coronavirus brought to the forefront for many colleges and universities the need to revisit their delivery models. In june 2020, the university's board of trustees (the board) concluded that the time had come to consolidate the university system into a two-campus model (providence and charlotte) coupled with a robust online delivery model. In june 2020, the university announced the planned closure of the north miami and denver branch campuses at the end of the 2020/2021 academic year.”

“Change in investment in corporate subs -337.”

“(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: $98,615 (d) description of transaction: compensation (e) amount of transaction: $31,416 (f) description of transaction: benefits (g) sharing of organization revenues? = no (g) amount of transaction: $19,000 (h) description of transaction: tuition exchange and waiver (i) sharing of organization revenues? = no (a) name of person: james c. Greene (b) relationship between interested person and organization: family member of officer. James greene was an employee of the university prior to officer's employment. (c) amount of transaction: $60,496 (d) description of transaction: compensation (e) amount of transaction: $2,683 (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. Julie greene was an employee of the university prior to officer's employment. (c) amount of transaction: $75,316 (d) description of transaction: compensation (e) amount of transaction: $29,526 (f) description of transaction: benefits (g) amount of transaction: $25,783 (h) description of transaction: tuition exchange and waiver (i) sharing of organization revenues? = no”