Roger Williams Park Conservancy Inc.

“The bylaws were amended and approved at the board of directors meeting at 9/7/2018. The following were amended: merging procurement and finance committees; merging personnel and nominating/governance committees; adding development and program committees; changing committee chair term from one to three years. Noted that the chair and executive director are ex-officio members of each committee and the executive director is non-voting member; provision to have officer stay on board following their term as officer; process for replacing officers and process for ad-hoc committees; and that conflict of interest statements need to be signed annually.”

“The form 990 is prepared by the external auditors and reviewed by management and the finance committee. Once all are satisfied with the form, a copy is sent to all board members. Revisions, corrections, etc. Are made as necessary. Subsequent to board approval the form is finalized and submitted to the irs.”

“Each year the organization's conflict of interest policy is provided to all officers, directors and key employees. These people are asked to review the policy and sign a statement indicating that they understand the policy and have reported all potential conflicts during the past year in accordance with the policy and will report all potential conflicts during the coming year. All potential conflicts are evaluated by the board to determine if a conflict actually exists. In those instances where the potential transaction is a conflict, the board examines the transaction and a vote is taken (with those involved recusing themselves) as to whether the organization will enter into the transaction.”

“The governance committee shall be responsible for reviewing and implementing the corporation's personnel policies to ensure compliance with all applicable laws and for reviewing an annual compensation plan for employees of the corporation as well as making recommendations after conducting qualified compensation studies for the more highly-compensated members of the corporation's staff. The governance committee, in consultation with the chair, shall establish annual goals for the executive director and conduct an annual performance review and recommendation of a bonus for the executive director for approval by the board. The governance committee shall, in conjunction with the corporation's legal counsel, hear any employee whistleblower and other personnel policy complaints.”

“The organization makes it governing documents (articles of incorporation and by-laws), its conflict of interest policy and financial statements available by request, as indicated on the organization's website.”