Adopted May 2006 Augustana College Board of Trustees Conflict of Interest Policy 1. Overview This policy covers all members of the Board of Trustees, officers of Augustana College and employees involved in a material manner in decisions involving the obtaining of services or goods from outside sources. Further, it is intended to serve as a guide to all persons employed by the College, regardless of position. Trustees, officers, and others with significant responsibilities for the College have a fiduciary duty of loyalty to the College. At all times they should act in a manner consistent with this fiduciary obligation and shall exercise particular care that no detriment to the interests of the College (or the appearance of such detriment) may result from a conflict between those interests and any personal interests which the individual may have. Conflicts of interest include (a) the direct or beneficial ownership of 5% or more of the ownership, of or of 5% or more of the financial obligations of, any organization supplying goods or services to the College; (b) the performance of services to other organizations which do business with the College except for such services which do not account for more than 5% of the income of the recipient; (c) the receipt or acceptance of cash in any amount or benefits in excess of a cumulative value greater than $250 in any consecutive 12-month period from any organization doing, or seeking to do business with, the College; (d) participation in or taking advantage of any business opportunity or activity in which the College has an interest but excepting the direct or beneficial ownership of less than 5% of any outstanding class of bonds or other indebtedness of the College; (e) being indebted to the College in an amount in excess of $25,000 but excepting unfulfilled pledges to the College; and (f) service as a Director or executive officer of, or as an employee with a material personal stake in, any organization that supplies goods or services or does business with the College. Conflicts of interest also may occur by virtue of receipt of benefits by a spouse or family member in the circumstances stated above. Individuals covered by this policy are expressly prohibited from using their position to gain favorable or preferential access to vendors, investment advisors, or organizations for their own benefit. 2. Disclosure All individuals covered by this policy shall complete and file a Conflicts of Interest Disclosure Statement annually by November 1 with the Secretary of the Board of Trustees, or in the case of a College employee with the President. In the period between the filing of the annual statements, if an individual covered by this policy believes that he or she may have a conflict of interest with respect to any particular transaction, he or she shall promptly and fully disclose the potential conflict to the Secretary and in his or her discretion also to the Board, the particular Committee involved in the transaction or in the case of a College employee to the President. The individual shall refrain from participating in any transaction with the College that may be impaired by the potential conflict until its review and conclusion by the Audit Committee of the Board of Trustees, but excepting situations where the individual has made a full disclosure of the conflict to the Board, to the particular Committee involved in the transaction, or in the case of a College employee to the President.
Transcript
Adopted May 2006
Augustana College Board of Trustees Conflict of Interest Policy
1. Overview
This policy covers all members of the Board of Trustees, officers of Augustana College and employees involved in a material manner in decisions involving the obtaining of services or goods from outside sources. Further, it is intended to serve as a guide to all persons employed by the College, regardless of position.
Trustees, officers, and others with significant responsibilities for the College have a fiduciary duty of loyalty to the College. At all times they should act in a manner consistent with this fiduciary obligation and shall exercise particular care that no detriment to the interests of the College (or the appearance of such detriment) may result from a conflict between those interests and any personal interests which the individual may have.
Conflicts of interest include (a) the direct or beneficial ownership of 5% or more of the ownership, of or of 5% or more of the financial obligations of, any organization supplying goods or services to the College; (b) the performance of services to other organizations which do business with the College except for such services which do not account for more than 5% of the income of the recipient; (c) the receipt or acceptance of cash in any amount or benefits in excess of a cumulative value greater than $250 in any consecutive 12-month period from any organization doing, or seeking to do business with, the College; (d) participation in or taking advantage of any business opportunity or activity in which the College has an interest but excepting the direct or beneficial ownership of less than 5% of any outstanding class of bonds or other indebtedness of the College; (e) being indebted to the College in an amount in excess of $25,000 but excepting unfulfilled pledges to the College; and (f) service as a Director or executive officer of, or as an employee with a material personal stake in, any organization that supplies goods or services or does business with the College. Conflicts of interest also may occur by virtue of receipt of benefits by a spouse or family member in the circumstances stated above. Individuals covered by this policy are expressly prohibited from using their position to gain favorable or preferential access to vendors, investment advisors, or organizations for their own benefit.
2. Disclosure
All individuals covered by this policy shall complete and file a Conflicts of Interest Disclosure Statement annually by November 1 with the Secretary of the Board of Trustees, or in the case of a College employee with the President.
In the period between the filing of the annual statements, if an individual covered by this policy believes that he or she may have a conflict of interest with respect to any particular transaction, he or she shall promptly and fully disclose the potential conflict to the Secretary and in his or her discretion also to the Board, the particular Committee involved in the transaction or in the case of a College employee to the President. The individual shall refrain from participating in any transaction with the College that may be impaired by the potential conflict until its review and conclusion by the Audit Committee of the Board of Trustees, but excepting situations where the individual has made a full disclosure of the conflict to the Board, to the particular Committee involved in the transaction, or in the case of a College employee to the President.
Adopted May 2006
The College is aware that it may not be possible to completely avoid all relationships between those individuals covered by this policy and certain third parties with which the College transacts business. One of the keys to evaluating the potential conflict is full disclosure. No Trustee, Officer or employee shall be disqualified from holding office by reason of any interest.
3. Disclosure Review
The Secretary and the President will accumulate all disclosure statements and furnish them to the Audit Committee. The Secretary and the President shall be responsible for ensuring compliance by everyone covered by this policy and report to the Audit Committee those individuals failing to furnish an annual statement.
4. Conflict Resolution
In all instances where the Audit Committee determines that a conflict of interest does exist, such conflicts, and their remedy, if not otherwise fully disclosed, shall be disclosed to the Board, the applicable Committee, or the President, as the case may be. The Audit Committee shall report to the Board at least annually in any case and also may propose for Board action amendments, revisions or additions to those conflicts of interest enumerated above.
When those covered by this policy are in a conflict of interest situation with respect to any matter before the Board, an applicable committee, or the administration, that individual shall refrain from voting on any proposed transaction which may be impaired by the conflict. Any such transaction shall require the approval by vote of a disinterested majority of the Board or of the particular Committee or where applicable, the President, as the case may be. When deemed appropriate, a notification shall be made in the minutes of the meeting that the person involved did not vote on the matter.
5. Confidentiality
The individual disclosure statements shall be held confidential by the Board, the applicable committee, the President, its Secretary and the Audit Committee. The statements shall be open for inspection by the public only: (a) by official action of the Board upon showing of good cause; (b) with the consent of the person who submitted the data which is to be disclosed; (c) by court order; or (d) as otherwise required by Illinois or federal law or regulation.
THE RUNESTONE
(Deciphering terms that will help you understand conversations at Augustana College)
AAUP (American
Association of
University Professors)
A national organization representing the professoriate that, among other things,
compiles data annually on faculty salaries and recommends tenure procedures.
The AAUP Red Book includes all policies.
Accreditation Endorsement of the College’s program by the Higher Learning Commission.
Augustana is also accredited by the National Association of Schools of Music,
the National Council for Accreditation of Teacher Education, and the Illinois
State Board of Education.
ACI Associated Colleges of Illinois, a consortium of private colleges and
universities.
ACT American College Testing Program, the organization which administers a
college aptitude test that goes by the same acronym. This is the test most
frequently taken by college-bound students in the Midwest.
Admissions funnel The process of moving prospective students from “interested” to “enrolled,”
always bigger at one end than the other.
Affirm, Assure, Assess The 2011 addendum to the Authentically Augustana strategic plan.
AGB (Association of
Governing Boards)
A national organization for governing boards of colleges and universities of
which Augustana is a member and from which you will receive periodic
mailings, as well as the magazine Trusteeship.
AGES Short for Augustana General Education Studies, a set of broad academic
requirements all students must complete in order to graduate.
American
Scandinavian
Association
An organization founded here in 1934, the ASA seeks to preserve the Nordic
heritage of this region; affiliated with the American Scandinavian Foundation
based in New York.
Annapolis Group An association of presidents of the nation’s leading liberal arts colleges.
Arches The web portal for Augustana students and employees to connect with
WebAdvisor, payroll, and other utilities.
Aristeia A Greek word meaning “special display of excellence,” Aristeia membership is
accorded to first-year students attaining at least a 3.75 g.p.a.
ASIANetwork A national consortium of liberal arts colleges engaged in Asian studies, of
which Augustana is a founding member.
Augie A nickname for Augustana College.
Augie Choice An innovative program that gives funds to students in their junior or senior
years to support international study and other special opportunities.
Augustana The College’s name is derived from a seminal document of the Reformation,
the Confessio Augustana, also known as the Confession of Augsburg.
Augustana Founders Designates those donors who have included the College in estate planning.
Augustana Heritage
Association
Not directly related to the College, this organization seeks to preserve the
legacy of the former Augustana Synod, and is made up primarily of pastors
ordained into that Synod (i.e., prior to 1962).
Augustana Historical
Society
AHS is concerned with the preservation and publication of historic materials
relating to Swedish immigration, the history of Augustana College, and its
relationship to the Lutheran Church.
Augustana Research
Foundation
One of only three such programs in the nation, the Augustana Research
Foundation underwrites and administers research projects involving both
professors and students.
Authentically Augustana The College’s Strategic Plan, adopted in 2005. In 2011, the Board approved an
addendum, Authentically Augustana, Part Two: Affirm our Mission, Assure our
Future and Assess our Results.
AY Academic Year (distinct from FY, or Fiscal Year).
BA Bachelor of Arts, a four-year degree. Note: formally speaking, Augustana
awards an Ars Bachelorem, sometimes rendered as an A.B.
Baccalaureate A term referring to a bachelor’s degree or curriculum; an institutional
designation – Augustana is a Baccalaureate I institution. Also refers to a special
worship service preceding Commencement.
Beling Ecological
Preserve
A 109-acre environmental field station along Moline’s Rock River shoreline,
consisting of wetlands and riverine forest.
BSU Black Student Union.
Cabinet Refers to Augustana’s administrative leadership group, made of the president,
six vice presidents and corporate counsel.
Café Informal dining area located in the ground floor of the College Center
Career Center Assists students in all aspects of career planning including choosing a major,
gaining experience as an intern or part-time employee and acquiring full-time
employment or acceptance into graduate or professional school.
Carver Center Augustana’s Roy J. Carver Center for Physical Education.
Casa Latina Hispanic Culture House.
CASE (Council for the
Advancement and
Support of Education)
A national organization for fund-raisers, providing best practices, resources, and
professional development opportunities.
Catalog The publication which contains degree and graduation requirements, academic
policies, and course descriptions. Updated biennially.
CCIW (College
Conference of Illinois
and Wisconsin
The eight-college NCAA Division III athletic conference in which Augustana
competes. Other schools are Carthage, Elmhurst, Illinois Wesleyan, Millikin,
North Central, North Park and Wheaton.
Center for
Communicative
Disorders
A diagnostic and remediation clinic open to the community and staffed by
professional speech pathologists and students majoring in communication
sciences and disorders.
Center for Vocational
Reflection (CVR)
Through programs and individual appointments, the Center helps students
explore such questions as: How should I choose a major? What can I do to
make a difference in the world? Who am I called to be?
Chapel Shorthand for voluntary worship services, held on Tuesdays, Wednesdays and
Sundays in Augustana’s Ascension Chapel.
Collinson Preserve A 67-acre environmental field station near Milan, Illinois, which includes a very
rare hill prairie ecosystem.
Community
Engagement Center
This office brings together the CVR, the Career Center, the Office of
International Studies and the Office of Internships to enhance the number and
quality of peak experiences for students.
Convo
Short for Community Convocation, which takes place Thursdays at 10:30 a.m.
in Centennial Hall. Attendance is voluntary, though encouraged by faculty.
Coordinated Degree
Programs
These involve partnerships with other institutions, and include dentistry,
engineering, environmental management, forestry, landscape architecture, and
occupational therapy.
Credits Units of academic merit assigned to a course based on the amount of work
required; average is three credits.
CSL The Center for Student Life is an expansion of the Tredway Library that
provides meeting, program, dining and gathering spaces.
CUBOM Pronounced ka-BOOM, the College Union Board of Managers is the primary
student activities programming organization on campus.
Dahl President’s
Home
The residence of the College President’s family, located along the south rim of
the Slough.
Datatel The College’s integrated administrative database software provider; also called
Colleague for the software brand-name.
Discount rate See Tuition Discount Rate.
ELCA The Evangelical Lutheran Church in America, the 4.9 million member
denomination to which Augustana and 25 other colleges/universities relate.
Electives For-credit courses that are not required in a major or as a general education
requirement.
EMERGE A leadership experience for first-year students involving a series of programs
led by presenters from on- and off-campus.
Endowment Society A group made up of persons who contribute to the endowment of the College.
Ericson Field Lighted athletic field with artificial turf, used by football, soccer, and track and
field. Named for 19th century donor Senator C.J.A. Ericson.
Expected Family
Contribution (EFC)
The amount a family is determined able to pay for college based on income,
assets, and demographic information using a formula established by the Federal
government.
EXPLORE Office of Student Activities’ menu of leadership, life skills and personal
development programs (e.g., EMERGE).
Faculty Senate Formed by faculty action in 1970, this body helps set academic policy and
addresses matters important to the faculty and the College’s academic life.
FAFSA (Free
Application for
Federal Student Aid)
The application, provided by the US Department of Education, used to
determine eligibility for federal, state, and Augustana College need-based
financial aid.
Fall term abroad (or
Foreign term)
A fall term taught by Augustana faculty in either East Asia, Europe or Latin
America
Family Weekend Advancement Office activity open to family members of Augustana students.
FERPA (Family
Educational Rights
and Privacy Act)
This federal legislation protects the privacy of student education records by
giving students control over who outside the College has access to their records.
Parents do not have access unless specifically allowed in writing by a student.
FIICU The Federation of Illinois Independent Colleges & Universities, a government
affairs organization active in Springfield and Chicago.
Financial Need The cost of attendance minus the EFC equals Financial Need.
Five Faith Commitments A document outlining the relationship between Augustana and the ELCA.
Focused Foreign Term Offered during various winter and spring terms, these programs typically
involve fewer students than fall term programs, and are more focused on a
particular nation (e.g., Ghana, Ireland, India, Austria)
Food Service Augustana’s in-house dining services provider.
FTE (full-time
equivalent)
A method of counting students and faculty which converts part-time credit and
teaching hours into the equivalent of full time loads.
GPA (grade point
average)
A numerical average of all grades earned, based on a 4.0 scale in which A=4.0,
A-=3.67, B+=3.33, B=3.0, etc.
Greek groups (or
Greeks)
Term used to refer to locally-based social fraternities and sororities, often
known by shorthand names, such as MGs, COGs, GABs, etc.
Green Wing A former church camp near Dixon, Illinois; now a 420-acre environmental
laboratory consisting of wetlands, forest and prairie remnants.
Heartways A campus ministries retreat program based at Sinsinawa, Wis.
HEDS Higher Education Data Sharing.
Higher Learning
Commission (HLC)
The division of the North Central Association of Colleges and Schools
responsible for college and university accreditation.
Honor Council A committee made up of students and faculty that is charged with adjudicating
alleged violations of the student- and faculty-approved Honor Code.
House on the Hill 25-room mansion given to Augustana in 1954 by descendants of Frederick &
Sarah Weyerhaeuser.
HRRC Human Research Review Committee.
IBHE Illinois Board of Higher Education.
ILSCO The Illinois Library Computer Systems Organization.
Institutional financial
aid
Tuition discounts to students resulting in uncollected tuition revenue. Sources of
discounts are either funded (by endowment or gifts) or unfunded. Aid may be
awarded as merit funds (academic/talent-based awards) or need-based funds.
IPEDS Integrated Postsecondary Education Data System, the core data collection
program for the National Center for Education Statistics.
ITS Information Technology Services.
Kaleidoscope A community art program for children.
LCA Predecessor body to the ELCA; succeeded Augustana Synod in 1962 and
merged to create ELCA in 1988.
LECNA The Lutheran Educational Conference of North America, linking colleges and
universities both of the ELCA and other Lutheran denominations.
Logos An interdisciplinary honors curriculum focusing on science and its evolution.
LSTC The Lutheran School of Theology at Chicago, successor institution to the
Augustana Theological Seminary
Major
A set of focused courses and requirements designed to help students develop
academic and professional expertise; required for graduation.
MAP The Monetary Award Program is an Illinois-funded, need-based grant for
undergraduate students.
Messiah Annual performance by the Handel Oratorio Society of G.F. Handel’s Messiah.
Minor
A set of courses designed to complement a major or to develop a special area of
interest; not required for graduation.
NACUBO The National Association of College and University Business Officers provides
financially-related information, services, benchmarking data, and professional
development opportunities.
Need-based financial
aid
Grants, loans and work-study awarded based on a family’s calculated financial
need. To receive need-based assistance, the student must show demonstrated
financial need greater than or equal to the sum of the need-based awards.
Net revenue
All tuition, fees, room, and board charges minus institutional financial aid
(funded and unfunded).
Net tuition revenue
Gross revenue from tuition and required fees minus all institutional gift aid
(funded and unfunded); the tuition revenue available to the College for
operating expenses.
NSSE (National
Survey of Student
Engagement)
A national survey to assess the level of seniors’ and first-years’ engagement in
their learning experiences at colleges and universities; pronounced “Nessie.”
Old Main Common name for Memorial Hall, the oldest standing Augustana building.
Pagoda Asian Studies House.
Pell Grant
Federal financial aid awarded to financially neediest students. The amount of
other student aid for which a student may qualify does not affect the Pell Grant.
PepsiCo Short for the PepsiCo Student Recreation Center, a multi-use facility dedicated
to intramural and recreational activities.
Phi Beta Kappa The nation’s oldest honorary society. Augustana’s Zeta of Illinois Chapter was
established in 1949.
Prospect/Inquiry A student who has indicated interest in Augustana College and is actively
recruited by the admissions staff.
PUG Report A Preliminary Unsatisfactory Grade report, issued during the fifth week of term.
Quad Cities The metropolitan area in which Augustana is situated, the community of
350,000 persons actually consists of a dozen cities and towns, including Rock
Island and Moline, Ill., and Davenport and Bettendorf, Iowa.
Reading/Writing
Center
The College’s learning support services office, where students can arrange for
tutoring and study skills help
Residence Director
(RD)
Full time professional staff member who lives in each residence hall,
supervising student resident assistants, overseeing daily operations, and
assisting with retention efforts.
Rockety-I The Augustana yearbook (no longer published).
Sabbatical
A leave that provides full-time faculty the opportunity to pursue research and
study programs that contribute to their development in scholarship and teaching.
SAGA An occasional, student-directed publication of the English department which
showcases creative work in poetry, prose and two-dimensional art by students.
SAT The Scholastic Aptitude Test, which – along with the more common ACT –
may be submitted as part of application to Augustana.
Senior Inquiry A culminating experience of an inquiry-based curriculum that asks students to
bring synthesis, analysis and reflection to their college years.
SEOG The federal Supplemental Educational Opportunity Grant, administered through
the institution to undergraduate students with exceptional need.
SGA Student Government Association – the central student governing body on
campus facilitating communication between students, administration, faculty,
and staff and overseeing the activities of student organizations.
Slough A regional term denoting a backchannel of the Mississippi; at Augustana this
refers to the heavily wooded ravine and pond which runs from Tredway Library
to the Naeseth Townhouses. In 2005, the Swanie Slough Path was named in
memory of Pastor Richard Swanson, chaplain of Augustana from 1966 to 1999.
Snack Bar Informal dining area located in the ground floor of the College Center.
Spending Policy
This refers to the Board-established portion of the market value of the College’s
endowment which may be used to support current operations.
Stafford Loan
A low-interest federal loan available to all students regardless of need.
Subsidized Stafford Loans are available to financially-needy students, who are
not required to pay interest on their loans until after graduation. Unsubsidized
Stafford Loans, for less-needy students, require recipients to pay interest on the
loan during the AY.
Stop-loss carrier A company that insures health claims above a set catastrophic level.
Student Judiciary A board comprised of students which reviews and adjudicates violations of the
Augustana Code of Social Conduct.
Swedish Council The Swedish Council of America, an umbrella organization of 200 Swedish-
American groups and institutions in the U.S. and Canada.
Swenson Swedish
Immigration Research
Center
A national archives and research institute providing resources for the study of
Swedish immigration to North America, the communities the immigrants
established, and the role the immigrants and their descendants have played in
American life.
Syllabus
A document that describes the schedule, material to be covered, and class
policies for a course.
TD Tuition Deposit; also may refer to prospective students who have entered this
penultimate level of the Admissions funnel.
Tenure
The status granted a faculty member who has met rigorous teaching, research,
and service criteria. Once granted, employment cannot be terminated by the
College before retirement except for specified reasons.
The Augustana Fund
The fund designated for all gifts raised annually and expended in the same year
in support of the operating budget.
The Observer The College’s student newspaper.
The Presidents Society Members are those persons who give $1,000 or more per year to Augustana.
TLA Transitional Living Area: housing for upper-class students which affords greater
independence and expects greater accountability than residence halls.
Tuition The published “sticker price” of enrollment at Augustana.
Tuition Discount Rate Defined by NACUBO as unfunded institution gift divided by gross tuition and
required fee revenue expressed as a percentage.
WAUG Student radio station, online at waug.augustana.edu
WVIK Augustana’s professionally staffed NPR-affiliate radio station.
Yield Rate The percentage of admitted students who enroll at Augustana.
Sources of Building Names at Augustana College
Andreen Residence Center named for Gustav Andreen, Augustana’s fourth and longest-serving
president, 1901-1935
Arbaugh Townhouses named for George Arbaugh, who served as dean from 1947 to 1967
Ascension Chapel, located in Founders Hall, is named due to its dedication on Ascension Day in 1923,
led by Swedish Archbishop Nathan Söderblom
Bergendoff Hall of Fine Arts named for Conrad Bergendoff, fifth president of the College, 1935-1962
Betsey Brodahl Building named for Dean Betsey Brodahl, Augustana’s longest serving dean of students
Carver P.E. Center named for Roy J. Carver, a longtime supporter of Augustana
Centennial Hall named for its dedication at the centennial gathering of the Augustana Synod in 1960
Denkmann Memorial Hall named by the children of Frederick and Elizabeth Denkmann in their parents’
memory
Doris and Victor Day Boradcast Center named for Mr and Mrs Day, who owned Bear Manufacturing
in Rock Island and were leading philanthropists in the community throughout their lives
Emmy Carlsson Evald Hall, originally named the Woman’s Building and later renamed Carlsson Hall in
recognition of Emmy’s father, Erland Carlsson, renamed in 2008 to recognize the founding
president of the Augustana Women’s Missionary Society
Erickson Residence Center named for Knut Erickson, who served as an officer of the College from
1927 to 1961
Founders Hall memorializes Augustana’s first three presidents, Lars Paul Esbjörn (1860-1863), Tuve
Nils Hasselquist (1863-1891) and Olof Olsson (1891-1899)
F.W. Olin Center named in recognition of a $7.5 million gift to Augustana by the Olin Foundation
House on the Hill was the name by which this structure was known to the descendants of Frederick and
Sarah Weyerhaeuser, who gave it to the College in 1954
John Deere Planetarium named in recognition of a major gift from Deere and Company
Naeseth Townhouses named for Henriette C.K. Naeseth, English professor from 1934 to 1969
Parkander Residence Center named for Dorothy Parkander, English professor from 1947 to1996
Seminary Hall named for the Augustana Seminary, located in Rock Island from 1875 to 1962
Sorensen Hall named for Clarence W. Sorensen, sixth president of the College, 1962-1975
Swanson Commons named for Duane R. Swanson, trustee of Augustana
Swenson Hall of Geosciences named for Rockford inventor Carl E. Swenson
Tredway Library named for J. Thomas Tredway, seventh president of the College, 1975-2003
Westerlin Residence Center named in honor of a gift from the estate of Elsa Westerlin
Wilson Faculty Center named in honor of many contributions from the family of Lewis Wilson, a
leading figure in banking in Rock Island through most of the 20th century.
Board of Trustees
Standards of Service Trustees of Augustana College would be expected to:
Reflect an understanding and appreciation of the mission and programs of the College;
Participate in College activities to enhance this understanding and appreciation;
Make financial contributions proportionate to one’s giving capacity;
With the help of staff, solicit and/or provide access to gifts from others;
Attend, within reasonable limits and circumstances, Board meetings and meetings of committees or task forces to which one is assigned;
Prepare for and participate actively, thoughtfully and competently in these meetings;
Provide appropriate and useful counsel and other assistance to staff members;
Propose qualified individuals for consideration for trusteeship;
Participate in the process of selecting a new President when necessary;
Assist in evaluations of the President when called upon to do so; and
Avoid conflicts of interest, breaches of confidentiality, and inappropriate intrusion into the day-to-day activity of staff.
Revised August 29, 2001
TOOLS FOR MORE
EFFECTIVE BOARDS
Elizabeth W. Kassebaum and Kai S. Swanson
4/10/2013 EC
AGB Workshop
April 21, 2013 | San Francisco
Composition of the CofC Board
Except as otherwise provided for by law, the Board shall consist of:
(a) two (2) members from each of the seven SC Congressional districts and three (3) at-large members, all elected by the General Assembly to serve four-year terms; (b) one (1) ex officio (and voting) member who shall be the Governor or his designee; (c) one (1) at-large member appointed from the State by the Governor; and (d) one (1) member appointed by the Governor, upon the recommendation of the College of Charleston Alumni Association, who shall be a South Carolina resident and hold an undergraduate or graduate degree from the College of Charleston.
4/10/2013
Requirements of a Public College & University
Board Member at the College of Charleston
1. Personal Data Questionnaire (including federal and state income tax returns, terminations from employment for any cause, investigations or suspensions for doing business with any state or federal agency, general conflict of interest questions)
2. Personal information for SLED Background Check
3. Credit Report Authorization
4. Driving Record Report Authorization
5. Statement of Economic Interest Form
6. A statement of written testimony indicating interest in serving on the board
7. A statement from their local clerk of court indicating there are no outstanding criminal or civil judgments
4/10/2013
New Attendance Requirement for
Board Members
“If elected to the Board of Trustees, I will attend all stated or called meetings of this entity. If I am absent from three consecutive meetings, or if I am absent from half of the meetings within a six-month period, then I will resign my seat.”
4/10/2013
Board of Trustees Standards of Service
at Augustana *
• Reflect an understanding and appreciation of the mission and programs of the College;
• Participate in College activities to enhance this understanding and appreciation;
• Make financial contributions proportionate to one’s giving capacity;
• With the help of staff, solicit and/or provide access to gifts from others;
• Attend, within reasonable limits and circumstances, Board meetings and meetings of committees or task forces to which one is assigned;
• Prepare for and participate actively, thoughtfully and competently in these meetings;
• Provide appropriate and useful counsel and other assistance to staff members;
• Propose qualified individuals for consideration for trusteeship;
• Participate in the process of selecting a new President when necessary;
• Assist in evaluations of the President when called upon to do so; and
• Avoid conflicts of interest, breaches of confidentiality, and inappropriate intrusion into the day-to-day activity of staff.
(* indicates sample available)
4/10/2013
By-Laws (Public Institution) *
• The College of Charleston is a state-supported comprehensive institution providing a strong liberal arts undergraduate curriculum.
• The final authority and responsibility for the governance and academic programs of the College of Charleston is vested in the Board in accordance with the statutes of the State of South Carolina.
(*indicates sample available)
4/10/2013
By-Laws, from a Public Institution’s Perspective
(a) The Mission of the Institution
(b) Board Member Composition
(c) Trustee Terms of Office
(d) Election of Officers
(e) Board Member Participation by Conference Call/Executive Session
(f) Duties of the Executive Secretary to the Board, the President and the Internal Auditor
(g) Committee Structure and Board Meeting Schedule
(h) Commencement Speakers, Honorary Degree Recipients and Naming Opportunities
(i) Election of Trustee Emeritus
4/10/2013
Board Governance Guidelines
• The Board is authorized by the state to make decisions and set policies that define how the institution will carry out its mission.
• The Board is held accountable for the actions that follow from these decisions and policies.
• The Board then governs the institution—that is, it directs and guides the organization from its position of authority.
• Guidelines are available on the Trustees webpage.*
(* indicates sample available)
4/10/2013
Board Governance Guidelines
• Promoting good governance and best practices are on-going efforts by the Board members, the President, Board staff and Board committee liaisons.
• Basic Board responsibilities include: 1. To promote higher education excellence throughout the institution.
2. To review and uphold a statement of core purposes and values that articulate the institution’s goals, means and primary constituents served.
3. Support efforts to maintain legal standards and ethical norms for all Board transactions and reinforce those values campus wide.
4. Implementation of the College’s Strategic Plan.
5. Ensure effective governance of the institution.
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Shared Governance
•Equal Rights
•Consigliere
•Rules of Engagement
•Partnership
•Alignment
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Miscellaneous Board Meeting Tools
• Freedom of Information Act *
• Table tents for assigned seating for Board members and guests
• Meeting agenda developed and displayed when appropriate
• Board Meeting Responsibilities Email
• Board Meeting Seating Chart*
• Continental breakfast available outside the meeting room
• One-page Board Meeting Schedule*
• Board Meeting Book – Cover page and Table of Contents*
• Board Chair/ President Board of Trustees Meeting Script* (provided to Board Chair and President in 3-ring binder)
• Two-day Board Meeting Locations Chart*
(* indicates sample available)
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Election of Officers
• The Officers consist of a Chair, a Vice Chair and a Secretary;
• Officers are elected to serve two-year terms; and
• At the October Board Meeting in even-numbered years, the Chair will call for nominations for each open office and the vote will be taken by written ballot.
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Election of Trustee Emeritus
• Trustee Emeritus status will be granted when a former Board Member is nominated in writing by a current Board Member and elected by a 2/3 majority vote.
• To be eligible, the former Board Member must have served three consecutive terms.
• If a Trustee has been elected to a fourth term, he has the option to declare himself a Trustee Emeritus upon retirement from the Board.
• Trustee Emeriti will be invited to all Board meetings, but they have no right to vote or participate in Executive Session.
• Trustee Emeriti, elected for life, will be ex officio members who are not reimbursed for travel expenses.
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CofC Staff Responsibilities for Board of
Trustees Meetings
• A list of staff responsibilities is distributed to the staff 3 weeks prior to the Board Meeting*
• An additional document outlines tasks that need to be completed at specific time periods as the Board Meeting approaches and delineates which staff members should carry out the responsibility*
(* indicates sample available)
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Committee Meeting Arrangements
• Table tents for Board Members only
• Table tents with a burgundy ribbon to distinguish Committee members from other Board Members attending the Committee meetings
Board Meeting Agenda: • Call to Order • Welcome • Introductions • Approval of Meeting Minutes • President’s Report • Committee Reports
Approx. 10:00 a.m. Break
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Sample Board of Trustees Meeting
Schedule
Friday Board Meeting Continued
• Committee Reports/cont.
• Dean’s Report/Highlighted Program Review
• Old Business/Unfinished Business
• New Business
Approx. 12:00 p.m. Meeting recesses/Lunch
12:30 p.m. Meeting reconvenes
• Executive Session
Approx. 3:00 p.m. Meeting adjourns
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Board of Trustee Self-Evaluations
• Distributed to the Trustees at the August Board Meeting.
• Provide each Trustee with a clear understanding of how he or she views individual experiences and contributions to the Board’s work and responsibilities.
• Give each member the opportunity to offer suggestions to the institution to take advantage of their individual talents.
• Each Trustee decides whether to share his or her evaluation with the Board Chair.
• Under full disclosure only, moderately successful.
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New Board Member Orientation
• See “Bring New Trustees Up to Speed Fast,” by Dawn Brill Duques (Trusteeship, May/June 2008)
• See “15 Tips for Better Orientations,” by Stephen Pelletier (Trusteeship, Jan/Feb 2013)
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Board of Trustee Member Engagement
Ongoing development and implementation of appropriate tools to keep our Board of Trustees Members engaged with the institution and the local community:
1. Board Mentoring Program*
2. Board/Faculty Shadowing Program*
3. Board Website
4. Board Portal
5. Monday’s Email Bundle
(* indicates sample available)
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Mentoring Program
• Students are matched with Trustees who have similar interests for a year-long mentoring program
• Offers valuable insight into the lives of both Trustees and students
• Encourages a student-focused community and promotes educational excellence outside the classroom
• The Trustee establishes a stronger connection and understanding of the student body and the institution as a whole
4/10/2013
Board / Faculty Shadowing
Program
• A Trustee shadows a Faculty member for a day,
one-on-one
• Creates a new mechanism for Trustees and Faculty
to encourage engagement
• Fosters a mutual appreciation and understanding of
