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Board of Directors Policies and procedures
Board of Directors
Purpose: To outline the roles and responsibilities of the Board of Directors
Revision Responsibility: Board of Directors
Responsible Executive Office: Board of Directors
Revised: August 10, 2009, September 10, 2018, March 18, 2019
Mission and Values
Statement of Mission for the Board of Directors:
Platt College offers quality undergraduate education and provides graduates with competencies, skills and levels of education for employment and continued success in higher education. The Platt College Board of Directors fosters personal growth by providing strategic perspective and definitive leadership in assisting the President/CEO reach the College's mission.
Platt College Board of Directors has responsibilities to establish and review basic policies as outlined below:
The selection, approval, support, and assessment of the performance of the institution’s President/CEO
- Clarification of the mission and purposes of the college
- Approval of long-range plans
- Approval of the educational programs
- Ensuring the well-being of faculty, students, and staff
- Provisions of adequate academic resources and facilities
- Assurance of strong financial management
- Assurance of adequate financial resources
- Preservation of institutional autonomy
- Interpretation of the institution to its communities
- To interpret the needs of society to the college communities
- Assessing the performance of the board
duties and conflict of interest
Duties of the Board of Directors
- Support and evaluate the President/CEO of Platt College according to the employment policies of Platt College.
- Delegating to the President/CEO and through him/her to the appropriate officers, general authority and responsibility to carry out policies and procedures of the Board of Directors.
- Review and approve the mission documents of Platt College
- Oversee the curriculum and program recommendations of the faculty through the College governance process.
- Confer the awarding of undergraduate degrees.
- Review and approve the systematic plan of evaluation (institutional effectiveness) and long-range plan(s).
- Review and approve annually the institutional effectiveness results and assessment of student achievement.
- Ensure compliance with all regulatory agencies that have jurisdiction over any portion of the operation of the College.
- Have primary fiduciary responsibility for the College in accordance with the approved Annual Operating Budget.
- Review the College’s financial stability on a yearly basis, and determines reserves, as appropriate.
Conflict of Interest
It must be absolutely clear that a majority of the Board of Directors, regardless of the total number of board members, must be made up of directors who are public members and, thereby, can make decisions free of any personal or financial interests.” The Code of Ethics presented below also deals with matter of conflict of interest.
code of ethics
- The Board of Directors recognizes its responsibility to operate in the best interest of the community, society, and the institution. Directors agree that they owe allegiance to the communities and publics served by the institution.
- The Board of Directors and its individual members shall not seek special privileges or private gain through service to the institution.
- Individual Directors will not use their position to promote personal business or professional interests.
- Directors will assure equal opportunity for all, regardless of race, creed, sex, disability, color, age, religion, national origin or marital or veteran status.
- Directors acknowledge that it is their duty, and that of their fellow members, to formulate policies with the College President/CEO and administration of the College, but it is the duty of the College President/CEO to implement policy.
- Directors acknowledge that faculty members, with input from students, administration, and the governing board, should have the fundamental role in developing and sustaining systematic assessment of student learning.
- Directors approve and support freedom of inquiry for the College’s students, faculty, and staff, and honors those statements in its practices.
- Directors understand that it is the duty of the College President/CEO to hire and evaluate (also through delegation to others) faculty, professional staff, college executives, and administrators.
- Directors understand that individual members have no authority but must act with the Board as a whole and must be governed by the decisions of the entire Board of Directors.
- Directors agree to assist in keeping the public informed about the progress and needs of the College.
- Directors agree to attend meetings regularly and be well-informed about the policies and operation of the College.
- Directors who attend out-of-town meetings to represent the College may be compensated for direct expenses incurred to attend such meetings.
- Members of the board shall individually communicate, in a timely fashion to the College President/CEO or Chairperson, areas of operation or agenda items which are of concern so that these matters may be acted on before the Directors’ meeting as appropriate.
The financial integrity of the College is reviewed bi-annually by the Board of Directors. The Board must review and either approve or deny the annual calendar year budget at the fall meeting each year.
hire and evaluation
The College shall have a President, who shall also be the chief executive officer of the College, and the Board of Directors shall have input into the hiring that individual. The President of the College shall have such powers and duties as may be delegated to him by the directors.
meetings and communication
Board of Directors Meetings
The Board of Directors shall meet at least quarterly each year. Additional meetings may be held upon call of the Chairperson of the Board or upon the call of three Directors.
Board Member’s Responsibility to Communicate
The Board of Directors shall individually communicate, in a timely fashion to the College President/CEO or Chairperson, areas of operation or agenda items which are of concern so that these matters may be acted on before the Directors’ meeting as appropriate.
The President Responsibility to Communicate
The President will be the main conduit of information from the College to the Board of Directors to make sound judgments. The President maintains open lines of communication with faculty, staff, the Board of Directors, students and all college constituents as appropriate.
One of the Board of Directors’ responsibilities is delegating to the President/CEO and through him/her to the appropriate officers, general authority and responsibility to carry out policies and procedures of the Board of Directors.
The President’s job description details the line of authority from the President to the Chief Financial Officer of the College. In the absence of the President, the Chief Financial Officer has the authority to be the responsible agent for the total operation of the College within the policies and procedures.
appointment and term of office
- Appointment and Term of Office: The officers of the corporation to be appointed by the board of directors shall be appointed at each annual meeting of the board held after each annual meeting of the shareholders. If the appointment of officers is not made at such meeting or if an officer or officers are to be appointed by another officer or officers of the corporation, such appointments shall be made as determined by the board of directors or the appointing person or persons. Each officer shall hold office until the first of the following occurs: the officer’s successor shall have been duly appointed and qualified, the officer’s death, the officer’s resignation, or the officer’s removal in the manner provided in the section below. The term of appointment is four years, and the term of an officer is two years.
- Resignation and Removal: An officer may resign at any time by giving written notice of resignation to the president/chief executive officer, secretary or other person who appoints such officer. The resignation is effective when the notice is received by the corporation unless the notice specifies a later effective date. Any officer or agent may be removed at any time, with or without cause, by the board of directors or an officer or officers authorized by the board. Such removal does not affect the contract rights, if any, of the corporation or of the person so removed. The appointment of an officer or agent shall not in itself create contract rights.
- Vacancies: A vacancy in any office, however occurring, may be filled by the Board of Directors, or by the officer or officers authorized by the board, for the unexpired portion of the officer’s term. If an officer resigns and the officer’s resignation is made effective at a later date, the Board of Directors, or officer or officers authorized by the Board, may period the officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the Board of Directors, or officer or officers authorized by the Board, provide that the successor shall not take office until the effective date. In the alternative, the Board of Directors, or officer or officers authorized by the Board of Directors, may remove the officer at any time before the effective date and may fill the resulting vacancy.
Conflict of Interest and Disclosure
It is recognized that actual or potential conflicts of interest may arise because of the multiple interests and activities of the Board of Directors. However, Board members have a responsibility to discharge their duties in good faith, with a high degree of diligence, care and skill, for the sole benefit of the College.
Pursuant to the Policy, Board members shall be required to file an annual disclosure statement with the Chairperson of the Board of Directors.
Any Board member having an actual or potential conflict of interest which might affect or appear to affect his or her position or action in any matter coming before the Board shall disclose the conflict, shall not vote or use his or her personal influence to effect the voting on such matter, and such member should not be counted in determining the quorum of a meeting at which action on such matter is to be taken. The minutes of the meeting shall reflect the individual's abstention from voting.
This policy is not intended to prohibit Board members from furnishing services or goods or otherwise entering into business relationships with the College. However, such an arrangement or contract must be pursuant to an arm's length agreement for fair and reasonable consideration, with the exception that the College may receive donated or discounted goods and services.
The Policy on Conflict of Interest is adopted for the guidance of the Board members and is to be enforced solely by the Board of Directors.
provisions of insurance
Provisions of Insurance. By action of the Board of Directors, notwithstanding any interest of the Directors in the action, the corporation may purchase and maintain insurance, in such scope and amounts as the Board of Directors deems appropriate, on behalf of any person who is or was a director, officer, employee, fiduciary, or agent, of the corporation, or who, while a director, officer, employee, fiduciary or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any partnership, joint venture, trust, profit or non-profit unincorporated association, limited liability company, other enterprise, or employee benefit plan, against any liability asserted against, or incurred by, such person in that capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under applicable law. Any such insurance may be procured from any insurance company designated by the Board of Directors of the corporation, whether such an insurance company is formed under the laws of Colorado or any other jurisdiction of the United States or elsewhere, including any insurance company in which the corporation has an equity interest or any other interested, through stock ownership or otherwise.