Governance Guidelines

PURPOSE STATEMENT

In keeping with the institutional mission and values articulated in the College’s Strategic Plan, this document is an on-going effort by the College of Charleston Board of Trustees to ensure best practices in good governance among its members, to promote higher education excellence throughout the institution and to aid Board members in implementing and supporting the College’s Strategic Goals.

ACKNOWLEDGEMENT

This document has been amended from:

Ingram, Richard T. Ten Basic Responsibilities of Nonprofit Boards, 2nd Edition.  
Washington, DC:  BoardSource, 2009.

and edited by:

Elise Jorgens, Retired Provost/Executive VP for Academic Affairs (2003-2009); and
Tom Trimboli, Senior Vice President for Legal Affairs/General Counsel.

THE FOUNDATION OF GOOD GOVERNANCE

Ensuring effective governance of the institution is the most important responsibility facing Board members today. Understanding governance helps Board members fulfill their collective responsibility to the institution.

Governance is the activity performed by an entity (such as a board, a city council, or a legislature) that holds authority within a system. In an organization system such as a public higher education institution, authority is granted to the Board of Trustees by the state when the institution is established. The Board is authorized to make decisions and set policies that define how the institution will carry out its mission; it is also held accountable for the actions that follow from those decisions and policies. The Board then governs the institution – that is, it directs and guides the organization from its position of authority.

Governance is group action. Individual Board members do not govern the institution; rather, meeting as a group confers governing status to the Board as a whole. Governance implies the exercise of power and authority over the institution on behalf of the community it serves.

In an ongoing effort to advise higher education excellence and practice the highest standards of good governance, The Ten Basic Board Responsibilities, Individual Board Member Responsibilities and Board Self Evaluations are presented in this document.

THE TEN BASIC BOARD RESPONSIBILITIES

  1. Review and support a statement of core purpose and values that articulates the institution’s goals, means, and primary constituents served.
  2. Select, support and evaluate the President.  In responding to the need to appoint a new President, the Board must reach consensus on the President’s responsibilities and undertake a careful search to find the most qualified individual for the position.
  3. Ensure that the President has the encouragement, endorsement and support he/she needs to further the goals of the institution.
  4. Support effective long-term strategic planning, including support of the Strategic Plan adopted by the Board on October 16, 2009.  The Board should participate in the overall planning process and assist in implementing and monitoring the Plan’s goals.
  5. Monitor and strengthen academic and student development as well as admissions or related programs and services.
  6. Ensure adequate financial resources.  One of the Board’s foremost responsibilities is to support all efforts to provide adequate resources for the institution to fulfill its mission and to move forward in accomplishing goals of its Strategic Plan.
  7. Protect the institution’s assets and provide financial oversight, including support of the financial model developed in accordance with the Strategic Plan.
  8. Enhance the institution’s public standing.  Board members should clearly articulate the organization’s mission, accomplishments, and goals to the public and garner support from the community and the many campus constituencies.     
  9. Support efforts to maintain legal standards and ethical norms for all Board transactions and reinforce those values campus wide.
  10. Maintain a competent Board.  Board members have a responsibility to assist with the orientation of new members, and each member should periodically and comprehensively conduct an annual self-evaluation of his/her own performance as a Board member.

INDIVIDUAL BOARD MEMBER RESPONSIBILITIES

Although governing boards have the responsibilities noted on the first page of this document because they have the legal authority to exercise them as their institution’s “fiduciaries,” individual members do not.  Indeed, while individual Board members hold responsibilities that are considerably different from yet complementary to those held by the Board, they do not possess the Board’s legal authority (except when the Board specifically authorizes its officers or other members to have certain and limited authority to act on its behalf).

Best practice includes clearly articulating the Board’s responsibilities and authority (preferably in the bylaws) and the responsibilities and expectations of Board members (preferably codified as a separate policy statement).  Below is a statement of individual Board member commitment and responsibilities. 

GENERAL EXPECTATIONS

  • Know the institution’s core purpose and values, goals, policies, programs, services, strengths, and needs, especially as specified in its Strategic Plan.
  • Serve in leadership positions and undertake special assignments willingly and enthusiastically.
  • Avoid prejudiced judgments on the basis of information received from individuals; urge staff, faculty and students with grievances to follow established policies and procedures through their supervisors. All significant matters coming to the attention of a Board member should be called to the attention of the President, Board Secretary and/or Executive Vice President, as appropriate.  Judgments should not be based on “personal relationships.”  Decisions should be based on merit and College employees should be held accountable based on their assigned responsibilities.
  • Never violate any law, rule, or regulation pertaining to membership on the Board or to a Board member’s service as a public official of the state.
  • Follow trends in higher education and keep informed.
  • Bring goodwill and a sense of humor to the Board’s deliberations.

MEETINGS

  • Prepare for and conscientiously participate in Board and committee meetings, including appropriate institutional activities when possible.
  • Ask timely and substantive questions at Board and committee meetings, consistent with individual conscience and convictions, while supporting the majority decision on issues decided by the board.
  • Maintain confidentiality of the Board’s executive sessions and of any confidential information provided. Never speak for the Board or institution unless authorized to do so, but also remember that all utterances from Board members carry great weight with those within and outside of the organization.
  • Suggest Board and committee meeting agenda items to Board committee chairs and the President to ensure that significant, policy-related and strategic matters are discussed.

RELATIONSHIP WITH CAMPUS CONSTITUENCIES

  • Counsel the President as appropriate, providing support through times when his/her relationships with various campus constituencies may be difficult or represent difficult circumstances.
  • Avoid asking staff members for special requests of any variety, including those for extensive information that may take extraordinary time to gather and are not part of ongoing Board or committee work.  Any requests for specific data or information should be directed first to the President, Board Chair, or Board Secretary.
AVOIDING CONFLICTS
  • Serve the institution as a whole rather than any special interest group or constituency. A Board member’s first obligation is to avoid any preconception of “representing” anything other than the overall institution’s best interests.
  •  Avoid even the appearance of a conflict of interest that might embarrass the Board or the institution; disclose any possible conflicts to the Board in a timely fashion.
  • Maintain independence and objectivity and do what a sense of fairness, ethics, and personal integrity dictate, even though not necessarily obliged to do so by law, regulation, or custom.
  • Never accept (or offer) favors or gifts from (or to) anyone who does business with the institution.

FIDUCIARY RESPONSIBILITIES

  • At all times, exercise prudence in the control and transfer of funds.
  • Faithfully read and understand the institution’s financial statements and otherwise help the Board fulfill its fiduciary responsibility.

FUNDRAISING

  • Support the institution’s unrestricted annual fund as well as restricted programs/projects in line with individual interests and personal means. 
  • Remember, giving one’s time and expertise, as important as they are, are not substitutes for providing financial support according to one’s capacity.
  • Assist the Institutional Advancement Committee and staff by helping to identify potential givers and implement fundraising strategies through personal influence where possible (corporations, individuals, foundations).

AMBASSADORIAL SERVICE

  • Serve the organization responsibly and diligently by telling the institution’s story and presenting its accomplishments as well as its needs and current challenges. You are your institution’s logo.
  • Serve your community as well by bringing its concerns, ideas, suggestions, compliments, and the like to the attention of the Board when they have merit.  Remember, as a Board member, you are at the nexus of two-way communication.

 

BOARD OF TRUSTEES SELF-EVALUATION POLICY 

In accordance with the SACSCOC Bylaws, the Principles of Accreditation are reviewed and revised periodically. Over time, the Principles have undergone a few major changes, most notably in the recent revision in the Principles, SACSCOC added a new standard on Board self-evaluation.

Standard 4.2g: The governing board defines and regularly evaluates its responsibilities and expectations. (Board self-evaluation).

This new standard recommends the Board to have a self-evaluation policy, an evaluation tool, and a schedule for self-review. A new policy was drafted to meet the requirements of the standard. Internal feedback was solicited before finalizing the draft of the policy. The revised draft was then circulated to Trustee Golding, Trustee Clemons, and Chair Hay. Based on their feedback, further revisions were incorporated to develop the final draft. 

This policy was approved by the Board on Friday, August 10, 2018.

BOARD OF TRUSTEES SELF-EVALUATION SURVEY

After the August Board meeting, a link to the anonymous on-line Board of Trustees’ self-evaluation survey will be distributed via email to be completed and returned by the middle of September. The tabulated results will be discussed at the October Audit and Governance Committee Meeting and a written follow-up report will guide in ensuring the results are used and any issues addressed.

Select 2.1 Board Self-Evaluation Policy 08.09.2018 to view

Part A Mission and Planning

  1. How frequently does the Board review the institutional mission?
  • Always
  • Often
  • Sometimes
  • Rarely
  • Never
  1. How regularly does the Board discuss future needs and direction of the College, and appropriately monitor the implementation of the College’s Strategic, educational and facilities master plans?
  • Always
  • Often
  • Sometimes
  • Rarely
  • Never

 

Part B Policy Role

  1. The Board establishes policies consistent with the mission statement to ensure the quality, integrity, and improvement of student learning programs and services and the resources necessary to support them.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree
  1. The Board has policies for effective fiscal management and internal control and assures the budget reflects priorities in the College’s Strategic Plan. 
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree
  1. The Board acts in a manner consistent with its policies, Governance Guidelines and Bylaws. The Board regularly evaluates its policies and practices and revises them as necessary.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree

 

Part C Board-President Relations

  1. The Board delegates full responsibilities of the administration of the College to the President.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree
  1. The Board sets and communicates clear expectations for President’s performance and regularly evaluates it.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree

  

Part D Board/Administration Distinction

  1. The Board members clearly understand the distinction, in writing and practice, between their policy-making functions and the responsibility of the administration and faculty to administer and implement policies.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree

  

Part E Educational Programs and Services

  1. The governing Board has ultimate responsibility for educational quality, legal matters, and financial integrity.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree
  1. How knowledgeable is the Board about the College’s educational programs and services?
  • Extremely knowledgeable
  • Moderately knowledgeable
  • Somewhat knowledgeable
  • Slightly knowledgeable
  • Not knowledgeable at all
  1. The Board understands and protects academic freedom and student academic honesty.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree
  1. How frequently does the Board receive and review reports on institutional effectiveness?
  • Always
  • Often
  • Sometimes
  • Rarely
  • Never

 

Part F Fiduciary Role

  1. How regularly does the Board review the annual audit and monitor responses to recommendations?
  • Always
  • Often
  • Sometimes
  • Rarely
  • Never
  1. The Board regularly receives and reviews reports on the financial status of the institution.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree
  1. How effectively does the Board perform the following functions?

 

Extremely effectively

Moderately effectively

Somewhat effectively

Slightly effectively

Not at all effectively

Reviews and approves College budget and tuition.

o  

o  

o  

o  

o  

Reviews financial management and accounting systems.

o  

o  

o  

o  

o  

Issues revenue bonds as provided by law.

o  

o  

o  

o  

o  

Oversees the funding of the College’s yearly operation plans and the financing of the College’s long term capital needs.

o  

o  

o  

o  

o  

 

Part G Conflict of Interest

  1. The Board members uphold and comply with College’s Ethics Policy and South Carolina State Ethics Commission Rules of Conduct.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree
  1. The Board has polices in place to ensure that it is not subject to undue influence by a minority of members or by external forces.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree
  1. The Board members have consistently exercised objective and independent judgement for the organization as a whole and not only for particular part(s) of it.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree

 

Part H Board Meetings

  1. The Board meetings are conducted in a manner that ensures open communication, meaningful participation, and sound resolution of issues.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree
  1. The Board’s meeting agendas are well planned and the meeting minutes provide sufficient details to capture the results of the deliberations.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree
  1. The Board has an adequate number of standing committees and current committee assignment is reasonable and effective.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree

 

Part I Board Education

  1. The Board members engage in a regular and ongoing process of in-service training and continuous improvement.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree
  1. The Board evaluation process will help the Board enhance its performance.
  • Strongly agree
  • Agree
  • Neither agree nor disagree
  • Disagree
  • Strongly disagree

 

Part J Board Satisfaction

  1. How satisfied have you been with each of the following?

 

Completely satisfied

Very   satisfied

Moderately satisfied

Slightly satisfied

Not at all satisfied

The accomplishments the Board has achieved so far.

o  

o  

o  

o  

o  

The overall effectiveness of Board management and organization.

o  

o  

o  

o  

o  

The degree to which Board members adhere to Board ethical requirements.

o  

o  

o  

o  

o  

The degree to which your contributions to the Board are valued.

o  

o  

o  

o  

o  

The overall satisfaction serving as a Board member.

o  

o  

o  

o  

o  

 

Part K Open Ended Questions

  1. What are the Board’s greatest strengths?
  2. What are the areas in which the Board could improve?
  3. Please use this space to share any additional comments and suggestions. 

  



This document has been amended from:

Ingram, Richard T. Ten Basic Responsibilities of Nonprofit Boards: 2nd Edition. Washington DC: BoardSource, 2009.