Board of Trustees

General Guidelines for Conduct

The Board acknowledges its responsibility to the Administration, Faculty, Staff and Students, as well as to the public to conduct itself, collectively and individually, in a manner consistent with these rules and bylaws as well as with other College and Board policies and practices, consistent with Governance Policy GP-307.

The Board of Trustees recognizes that it has authority to act only as a unit and that individual Board members have no authority to act in College matters without approval of the Board.

The Board will enforce upon itself whatever discipline is needed to govern and discharge its duties effectively and efficiently. The Board and individual Board member self discipline will apply at all times and to such matters which include, but are not limited to attendance, respect of others, proper decorum, confidentiality with sensitive information, speaking with one voice, and adherence to the policies and rules of the College and the Board. The Board will not allow any officer, individual or committee of the Board to hinder or be an excuse for not fulfilling the Board's responsibilities in a professional and responsible manner.

The Board will take appropriate action to enforce the obligations imposed hereunder and in these bylaws, including without limitation, limiting or suspending travel or other Board privileges, public censure, or other such action as the Board deems appropriate.

Each Board member is subject to and shall conform his or her behavior in accordance with Board and general College policies regarding ethical and professional conduct.

(Amended 10/17/05)

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Receipt of Confidential Information

At times, Board members will receive confidential or sensitive information concerning College affairs, including information which if disclosed could have adverse consequences to the College. For example, information received in a closed session of the Board that is disclosed to the public by a Board member could result in the waiver of the attorney-client privilege and, may as well, constitute a violation of the Open Meetings Act. Accordingly, Board members shall keep confidential all information of a confidential or sensitive nature provided to the Board, the disclosure of which would violate the fiduciary obligations of the Trustee, compromise the attorney client privilege, or violate any law or court order, and shall not disclose any confidential information received during closed sessions of the Board or otherwise.

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Interaction With College Personnel

College personnel regard a visit by a Board member, except for consultation with the President, as a special occasion. Ongoing interaction can create confusion as to the roles of the Board and the College Administration. Moreover, to prevent the appearance of impropriety or unethical conduct and to avoid the use of undue and inappropriate influence over College personnel, Board members should coordinate College related contact and interactions with the President.

The Board recognizes the rights of students, faculty, administrators and other employees of the College to hold private meetings and to carry on the day-to-day operations of the College without the participation of Board members. Accordingly, it is improper for Board members:

A. to attend or participate in private meetings of students, faculty, administrators or other employees of the College where College business is to be considered, unless the Board member has been invited to attend as an observer only, or the Board as a whole is invited to attend and decides to participate, or the Board member has been officially designated by the Board to attend or participate;

B. to participate in the day-to-day operations of the College without official Board approval;

C. to intercede with students, faculty, administrators or any other employees of the College on behalf of any person or program without approval of the Board;

D. to threaten or harass or intimidate any employee or student of the College or anyone doing business with the College;

E. to borrow money, solicit funds or accept gratuities of any kind from any employee of the College, unless the activity is otherwise protected by constitution or statute.

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Communications Policy/Board Members Request for Information

In order to assure that internal and external communication between the Board, the public and the college staff are clear and represent the unity and maintain the integrity of the Board acting as a whole, these policies will be followed as individual responsibilities of each Trustee:

A. Individual Trustees requesting information that will require a material amount of staff time to compile, or the preparation of a special report, or that may be disruptive shall make such requests to the Chairperson of the Board or the Chair of the appropriate Board Committee. The Board or Committee Chairperson may approve the request or, at his or her discretion, place the request on the next Board meeting agenda for the consideration of the Board of Trustees. Compilations and reports prepared pursuant to this provision will be available to all Trustees. Individual Trustees shall not make such requests directly to an employee of the College.

B. Individual Trustees with questions regarding the operations of the College, such as inquiries concerning employment or admission to the College, complaints for or about students, complaints from or about faculty and staff, complaints or questions about administrative decisions, and complaints or questions from or about facilities, shall convey such to the Office of the President for consideration and possible action.

C. When discussing community concerns, issues involving the College, and actions taken by the Board of Trustees and the administration, Trustees shall carefully delineate between opinions that are personal and held as an individual citizen versus opinions that reflect officially approved policies or action of the Board or College.

D. Trustees will make no announcement of nor give any information about action taken by the Board until such action has been communicated by the Board Chairperson or President through regular official channels.

E. Consistent with the guideline in 1.7.1, an individual Trustee shall not purport to act for, bind, or commit the College to any act or course of conduct without the prior approval of the Board. The College can be bound only by formal action of the Board.

(Amended 9/18/06)

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Communication With Legislators, Public Officials, and Community Leaders

In contact with legislators, public officials and community leaders, Board members should maintain consistency with established Board decisions, policies and plans and coordinate contacts with the President and Board Chairperson.

Consistent with 1.7.1 and 1.7.4.E, Board members, when acting as individuals, should take reasonable care to clarify that they are acting as individuals and not on behalf of the Board or the College.

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Relationship With The Press

The Board Chairperson and the President, or their respective designees, shall be the spokespersons to the press on College matters. In most cases, Board members should refer inquiries from reporters to the Chairperson and/or President. The goal is to speak with one voice on College matters and to remove the potential of conflicting statements.

See also 1.7.1 and 1.7.4.C and 1.7.4.E, consistent with Governance Policy GP-307.

(Amended 10/17/05)

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Conflict of Interest

A. Defined; Obligations in event of conflict of interest: As required by state law, if a Board member's outside activity (employment, participation or involvement in another business, corporation, institution or other entity) constitutes a conflict of interest, then the Board member will (a) disclose to the Board such conflict or the potential conflict; (b) absent herself/himself from discussion regarding any issue which involves his role as a Board member and his outside activity, and (c) refrain from voting on any such issue.

Conflict of interest includes, without limitation, (1) serving simultaneously as a member of a community college board and as an officer or director of a corporation doing business with the college, or (2) having a financial interest in a corporation doing business with the College, or (3) having the potential in similar ways to have a direct personal benefit from a Board action, or (4) participation or involvement in any outside activity (as defined above) which would create the appearance of divided loyalties and advancing self-interest if the Board member were to engage in deliberations or votes concerning matters of interest to both the College and the outside activity or (5) any conference or discussion with any person which would create a risk of disclosing confidential or proprietary information of the College particularly when such discussions could implicate and further exacerbate conflicts as defined in (4) above.

B. Disclosure: Members shall immediately disclose to the Board any conflict of interest or potential conflict of interest that arises, and shall also disclose in writing at the regular September Board meeting each year any existing or potential conflict of interest. Each Board member shall receive a disclosure form in advance of the September Board meeting upon which disclosures shall be made.

C. Solicitation: No Board member shall directly or indirectly solicit any contract between the College and:

1. The member;

2. Any firm (meaning a co-partnership or other incorporated association) of which she/he is a partner, member or employee;

3. Any private corporation in which she/he is a stockholder owning more than one percent (1%) of the total outstanding stock of any class where such stock is not listed on a stock exchange, or stock with a present market value in excess of $25,000.00 where such stock is listed on a stock exchange or of which he/she is a director, officer or employee; and

4. Any trust of which the Board member is a beneficiary or trustee.

D. Vendors: Except in circumstances where the Board is selecting a consultant for its own purposes, Board members shall not normally communicate with vendors regarding the provision of products and services to the College, and shall refer any inquiries to the President. Board members shall avoid involvement in vendor-College relationship; any advocacy of individual vendors shall be regarded as a substantial conflict of interest.

Revised 3/15/04

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Trustee Usage of Facilities

Trustees are not prohibited from using College facilities for professional or personal reasons provided such facilities are normally available to the public, and the Trustee is subject to the same conditions, goes through the same procedures and pays the same compensation as would a member of the public who is not a College employee or are specifically authorized by Board policy.

(Amended 9/18/06)

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Complaints Regarding Individual Board Member

In the event the College receives a complaint from a member of the public or from a College employee, the complaint shall be referred to the Board Chairperson or, if the complaint is against the Chairperson, to the Vice Chairperson. The Trustee that is the subject of the complaint shall be notified and given an opportunity to respond to the Chairperson (or Vice Chairperson, if the complaint concerns the Chairperson). The Chairperson (or the Vice Chairperson, if appropriate), at his or her discretion, shall determine whether to take the complaint to the full Board for consideration or possible disciplinary action. Further, the Chairperson (or Vice Chairperson, if appropriate), shall have the discretion to investigate the complaint, including the authority to engage an outside consultant to undertake the investigation and may, if he or she chooses, do so prior to notifying the Board of the complaint. Any report from an outside consultant shall be disseminated to all Board members prior to any disciplinary action being taken against the Board member. All meetings to hear complaints or to consider the discipline of a Board member shall occur at an open meeting, unless the Board member that is the subject of the complaint requests a closed session, in accordance with the Open Meetings Act.

The foregoing does not prohibit the right of a member of the public, College employee, or vendor to appear before the Board at a regular or special meeting to address the Board during the public comments portion of the meeting and air his or her complaints regarding the conduct of the Board member.

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