DRAFT — 03-26-18 Board of Trustee/Director Governing Style Policy: Date of Adoption: XX-XX-2018 Purpose: Describe the purpose of the Board and describe governance process and principles. 4. Purpose a) The Board is to govern Moffat County Affiliated Junior College District. 2, Board’s Governance Style: a) The Board is responsible to govern the organization as a fiduciary (i. duty of care, loyalty and obedience) for the residents of Moffat County and the surrounding area. b) The Board's actions will be consistent with Colorado Northwestern Community College Mission, Vision and Values. c) Board members may deliberate in many voices but govern with one voice. Board members are obligated to communicate in an active, effective, and efficient manner. Board members have no individual authority unless specifically given to them by the Board. d) The Board is responsible for providing feedback to the President, other direct reports to the Board and Board members when they act in an inappropriate manner, Feedback will apply to matters such as achieving strategic initiatives, attendance, preparation, policy-making principles, respect of roles, conflicls of interest and violating operating and/or governing policies. ) The Board is responsible for ensuring govemance continuance capability and Board member development. Continual Board member development will Include orienting new Board members in the Board’s governance process and periodic Board discussion of process improvement and self-evaluation in concert with Board By-laws. f) The Board is responsible for providing feedback to the President and evaluating the President's performance and for other direct reports to the Board. g) The Board will produce written govemance policies in the following two major categories: 1. Governance Policy that describes the Board's decorum. 2. Operational Policy that describes the Board's responsibility elements that are delegated to the President, h) The Board(s) with the President will produce an annual list of goals that support Colorado Northwestern Community College’s mission, vision and values. {ora2e822.D002)i) The Board at least annually reviews its governance policies, evaluate governance performance and update the organization's goals. j) The Board shall operate with an annual calendar describing what, when, and how issues will be reviewed. k) The Board shall also operate within the mandates of the Moffat County Affiliated Junior College District Bylaws as applicable, 1) The Board shall have a benchmark attendance policy of 80% of all scheduled Board meetings on an annual basis. m) Board committees, if used, are established to more efficiently achieve overall Board governance. Board committees are never established to advise or interfere with responsibilities delegated to the President or staff. n) The President and others delegated responsibility report to the full Board. They shall not be required to obtain Board approval to execute actions within their delegated authority. ©) The Board’s sole official connection to the organization’s operations will be through a President. 3. Chairperson Role - The chairperson sh a). assure the integrity of the Board's processes and, secondarily, occasionally represents the Board to outside parties. b) enforce Board policies and processes and intervene when his/her opinion the roles and responsibilities are not being followed. ) represent the Board to outside parties in announcing Board-stated positions and in. stating chair decisions and interpretations within the area delegated to her or him. 4) chair Board meetings, with all the commonly accepted chairperson power (for example, ruling, recognizing, etc.). ) facilitate deliberations: deliberations shall be fair, open, and thorough but also timely, orderly, and kept to the point. f)_ manage the governance process, but have no authority to supervise or direct the President directly. 9) Screen requests for public comment to the Board. If public comment is allowed, the chairman shall provide the Board with prior written description describing the purpose and outcome requested hh) delegate his/her authority but remain accountable for its use. (orsasee2D002}4. Board Member's Code of Conduct: a) Board members shall be confidential toward issues of a sensitive nature. The Board realizes that remaining confidential on sensitive issues allows for an environment that promotes diversity and honesty in deliberations. b) The Board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members, ¢) Board members represent ownership and should base their decision on what they feel is in the ownership's best interest. d) Board members must avoid promoting an issue that is not consistent with the organization's mission, vision or values. e) Board Members must avoid conflict of interest with respect to their fiduciary responsibility. f) Board members shall not engage in self-dealing or any business or personal conduct between any Board member and the organization except as procedurally controlled to assure openness, competitive opportunity, and equal access to inside information. When the Board is to decide an issue about which a member has an unavoidable conflict of interest, that member shall absent herself or himself without ‘comment from not only the vote but also from the deliberation. 9) Board members must not use their positions to obtain employment for themselves, or family members. Should a Board member desire employment, he or she must first resign. h) Board members will annually disclose their involvement with other organizations, vendors, or associations that might produce a conflict. i) Voting Board members who receives compensation, directly or indirectly, from the organization for services is precluded from discussing and voting on matters pertaining to that member’s compensation, }) Board members may not attempt to exercise individual authority over the organization except as explicitly set forth in Board policies. k) Board members’ interaction with the President or with staff must recognize the lack of authority vested in individuals except when explicitly Board-authorized. 1) Board members’ interactions with public, press or other entities must recognize the same limitation and the inability of any Board member to speak for the Board ‘except to repeat explicitly stated Board decisions. m) Board members and committees, if necessary to achieve governance initiatives, shall request information or assistance from the President. When a Board member or committee requests information or assistance without Board authorization, the President shall seek the approval of the Board Chair if in the President's opinion, a material amount of staff time or funds are required to be ufilized to futfill such request or could be disruptive to the organization. {013266320¢2)n) Board members that are approached by staff about concems should listen to the concems and then direct the staff member to follow the organizational policies to get their issue resolved. If the Board member feels the concem is material ot urgent, he/she should notify the President about the concern. The President is responsible to resolve the concem and advise the Board member of his/her action. ©) Board members that are approached by a community member about a concem should listen to the individual's concer and then direct the individual to call the President. {f the Board member feels the concern is material or urgent, the Board ‘member should inform the individual that they will contact the President about their concer. The President is responsible to resolve the concem and advise the Board member of his/her action. p) President performance concerns not resolved by the Board member and/or Board chairman shall request the President's performance concem be addressed with the entire Board via a closed executive session using applicable law. {pis26e82.0002)DRAFT 03-26-18 Board Operational Policy: Date of Adoption: XX-XX-2018 Purpose: To establish the basic Board Operational Performance requirements for the President and others as assigned. 1. Board Delegation to the President: a) The President is responsible for achieving the Board's delegated goals and managing the organization's operations. 2, Legal, Policy and Ethics: a) The President is responsible for ensuring that the organization adheres to federal and state laws, follows and enforces organizational policies and adheres to commonly accepted business and professional ethics. b) The President shail not endanger the organization's public image or credibility, particularly in ways that would hinder the organization's ability to accomplish its mission. c) The President shall operate with an occurrence reporting and compliance system with quarterly reports going to the Board, 3. President Communication and support to the Board. The President Shall: a) submit a monthly written President report describing the progress made on Board approved goals, Board contracts executed, and describe material operational issues and relevant trends. b) expeditiously communicate anticipated adverse media coverage, material extemal and intemal changes that will be visible outside the organization. ©) advise the Board if, in the President's opinion, the Board is not in compliance with its own policies, particularly in the case of Board behavior that is detrimental to the work relationship between the Board and the President. 4) provide for the Board as many staff and extemal points of view, issues, and options as needed for fully informed Board choices. ) not present information in unnecessarily complex or lengthy format. f) Provide administrative support for official Board, officer, and committee communications, 9) deal with the Board as a whole except when (a) fuliling individual requests for information (b) responding to officers or committees duly charged by the Board. h) report in a timely manner any actual or anticipated non-compliance with any Board policy. &i) supply the Board Chairman the proposed agenda items delegated to the President yet required by law or contract to be Board-approved, along with the monitoring assurance pertaining thereto. j) provide the Board with a written summary of how all approved goals operational met during the President's annual evaluation. 4. Strategic Financial Planning. The President shall: a) provide the Board with an annual budget (Le.: balance sheet, income statement, and cash flow statement using credible projections with disclosure and planning assumptions) that materially follows the Board's strategic priorities and does not risk fiscal jeopardy. The Budget will include a programmatic analysis showing individual line items for direct expenses and revenues as well as “allocations” from other departments on the program. The balance sheet, income statement, and cash flow statement shall be provided monthly to include Moffat County Affiliated Junior College District and the entire combined college entity. b) provide credible projection of revenues and expenses, separation of capital and operational items, cash flow, and disclosure of planning assumptions. ©) not establish rates that exceed 10% of the average rates for tuition and housing of Moffat County Affiliated Junior College District fees of similar size community collages in the State of Colorado. 5. Financial Activities and Reporting. The President shall: a) provide a monthly balance sheet, income statement, balance sheet and key financial ratio report. The financial reports should show comparisons with the budget, with previous year and comparisons with industry averages. The balance sheet, income statement, and cash flow statement shall be provided ‘monthly to include Moffat County Affiliated Junior College District and the entire combined college entity. ) ensure that the local VP at CNCC-Craig is fully capable and informed of all initiatives and projects related to CNCC-Craig.