Blackstump College Draft Board policies

Ross Woods, 2018

This draft set of board policies defines the standards and procedures for a fictitious institution called Blackstump College. It can be compared to other board policies for strengths and omissions.

Board authority

  1. The Board is a board of governance with authority over all Blackstump College staff and activities.
  2. Its authority is defined and limited by:
    1. government laws of the State of California
    2. any applicable US federal laws, and
    3. laws that apply in its place of operations (e.g, other states, other countries).
  3. Staff are not eligible to become board members.

Core duties of the board

  1. Meet regularly and keep minutes.
  2. Planning
    1. Decide on and oversee business planning, including the general strategic plan, succession planning, budget, and mergers and acquisitions.
    2. Monitor the implementation of planning.
  3. Maintain compliance legislation and other legal requirements, including maintaining an updated list of legislative requirements.
  4. Identify and manage risks e.g. strategic business risks, finance, public relations, legal (esp. litigation), indirect, and consequential risks.
  5. Appoint and oversee chief officers.
  6. Develop or approve policy and keep it up to date.
  7. Oversee finances.
  8. Keep learning how to be more effective as a board.
  9. Exercise any other powers given to it by law.

Board member's code of conduct

  1. Board members have a duty to:
    1. act honestly, in good faith and in the best interests of Blackstump College as a whole, not in the interests of any particular groups or constituencies.
    2. use due care and diligence in conducting responsibilities as Board member.
    3. be independent in judgment and actions and
    4. take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board.
    5. act to protect the organization.
  2. Board members must recognize that their primary responsibility is to Blackstump College's stakeholders as a whole but should, where appropriate, have regard for the interests of all Blackstump College stakeholders.
  3. Board members:
    1. may not make improper use of information acquired as a Board member.
    2. may not take improper advantage of the position of Board member.
    3. may not allow personal interests, or the interests of any associated person, to conflict with the interests of Blackstump College .
    4. may not compromise the board, e.g. by closing options for subsequent decisions, by making public comments, or by creating factions or lobby-groups.
  4. A Board member should not engage in conduct likely to discredit Blackstump College.
  5. Board members are bound by the decisions of the the Board.
  6. Board members are responsible to keep board records safe.
  7. Board members always have an obligation to comply with the spirit, as well as the letter of the law and with the principles of this Code.

Confidentiality

  1. Board members may not disclose confidential information, or allow it to be disclosed, without authorization from Blackstump College, or by the person providing the information, or as required by law.
  2. The following kinds of information are confidential:
    1. information on individuals
    2. any matters that the Board wishes to keep confidential
    3. information that is commercial in confidence
    4. information received in the course of a Board member’s duties.
  3. Do not make any public statements on behalf of the board unless the board specifically authorizes it.

Non-confidential information

  1. Exercise caution when discussing any non-confidential proceedings of the Board.
  2. When you give information and express views to those outside the Board, be consistent with the decisions of the Board. Even in private conversations, do not speak on your own behalf and retain the solidarity of the Board.
  3. Be as balanced and fair as possible in your views, especially in the way you represent opinions of those with whom you disagree.
  4. If problems arise, contact the Chairperson as soon as possible and explain the situation.

Conflict of interest

  1. Board members must declare any actual, perceived, or potential conflict of interest before the meeting of the Board or a committee discusses any matter.
    1. A conflict of pecuniary interest is a situation where one could make profit out of a matter, or that could prevent losing money that would otherwise have been made.
    2. A conflict of duty (also called an institutional conflict of interest) is a situation where one holds a position in another organization that compromises one’s role on an item of business.
    3. Conflicts of interest may include contracts, employment, family, or other personal interests in Blackstump College.
  2. Record conflicts of interest in the minutes of the meeting.
  3. A Board member with a conflict of interest must leave that part of the meeting unless a motion is passed to remain, in which case, he/she must abstain from voting on the matter.
  4. The Board may:
    1. prohibit a member with a conflict of interest from accepting papers on matters with a conflict of interest.
    2. keep a register of Board member's interests.
  5. Board members who cannot or will not remove the conflict of interest must remove themselves from the decision-making process, including discussion of the issue at hand.

Proceedings of general meetings

  1. Either the secretary or chairperson shall call general meetings in writing at least seven days in advance.
  2. Send reports to Board members one week in advance of the meeting.
  3. The quorum at a Board meeting shall be two thirds of the total number board members, as long as least three persons are present in person.
  4. If Board Members cannot attend a Board meeting, it is good practice to appoint a proxy to ensure that the meeting has a quorum.
  5. Subject to this policy, the Board members in attendance at a Board meeting shall determine the procedure and order of business at that meeting.
  6. Voting:
    1. Each member of the Board shall have a deliberative vote.
    2. The Chairperson should seek to achieve consensus, that is, a unanimous vote.
    3. Voting shall be by simple majority with the Chair holding a casting vote.
    4. If requested, voting can be conducted by the use of available technology.
    5. The Board may authorize decisions to be made by circulation.
  7. Adjournment:
    1. The Chairperson may adjourn that meeting from time to time and from place to place, with the consent of the Board meeting at which a quorum is present, and shall do so if directed by the Board meeting.
    2. When a Board meeting is adjourned for more than 30 days, then the Secretary shall give notice as if that meeting were a fresh Board meeting.
  8. Minutes
    1. The Secretary of the Board shall cause proper minutes to be taken of all Board meetings.
    2. The Secretary shall send copies of minutes to all Board members as soon as possible after meetings.
  9. At the next meeting, the minutes of the previous meeting shall be moved and signed by the Chairperson. Thereafter, the minutes shall be sufficient evidence, unless the contrary is proved, that:
    1. the Board meeting to which they relate was duly convened and held,
    2. it is a true and accurate record of the proceedings of the Board meeting including all appointments and elections, and
    3. the elections and appointments have been validly made.
  10. At the next meeting, the minutes of the previous meeting shall be moved and signed by the Chairperson. Thereafter, the minutes shall be sufficient evidence, unless the contrary is proved, that:
    1. the Board meeting to which they relate was duly convened and held,
    2. it is a true and accurate record of the proceedings of the Board meeting including all appointments and elections, and
    3. the elections and appointments have been validly made.

Format of general meeting

  1. Open the meeting
  2. Appoint a minutes secretary
  3. Attendance: apologies, proxies, teleconference connection, ascertain quorum
  4. Agenda: make any changes and adopt it
  5. Read minutes of previous meeting
  6. Conduct any business arising from the minutes
  7. Receive CEO/chairperson report
  8. Receive financial report
  9. Consider any significant Board correspondence (rare)
  10. Business arising
  11. Date, time, and place of next meeting
  12. Close

Special meetings

  1. A special meeting is a Board meeting that had not been planned in a Board meeting.
  2. The Board shall hold a special meeting at any time if requested by:
    1. the Chairperson and one other Board member, or
    2. at least fifty percent of voting Board members.

Crisis or urgent meetings

  1. A crisis is an unforeseeable event that severely threatens the organization.
  2. The members of the Board have a duty to initiate action to protect the organization when it is endangered, even if they cannot hold a general meeting (E.g. they do not have time to give advance written notice, or people are away and they cannot get a quorum.)
  3. In the event of urgent business or a crisis, the Chairperson or Secretary may call a Board meeting at short notice.
  4. The main item of business is the urgent business or crisis.
  5. If the meeting does not meet the conditions of a general meeting, its decisions will be referred to the Board’s next general meeting for ratification.

Crisis response (alternative wording)

  1. A crisis is an unforeseen event or circumstance that severely threatens the existance of the organization.
  2. In the case of a crisis, the Chairperson may make an immediate decision.
    1. If possible, the Chairperson will consult with the CEO and executive committee.
    2. The Chairperson and Executive Committee should call a board meeting if time permits.
  3. The Board should examine the decision at its next meeting, and decide on ratification. The Board should also consider longer-term strategies necessary to cope with the crisis.

Annual reviews

  1. The Board reviews the mission statement, goals and objectives and updates them as necessary.
  2. The Board reviews the extent to which Blackstump College has met its stated goals and objectives and publishes its findings to the public and to stakeholders.
  3. The Board reviews its own effectiveness.
  4. The Board reviews the effectiveness of the CEO.

Board communication

The Chairperson or CEO may wish to contact the board from time to time outside board meetings. It is understood that Board members cannot always respond quickly to communications. However, the following guidelines apply:

  1. Keep your cellphone switched on as much as you can.
  2. Answer your phone if possible.
  3. Check your email regularly.
  4. Give timely responses to voice-mails and emails. If you can’t answer straight away, at least give acknowledgement.

Conferring of honorary degrees

Blackstump College does not confer any honorary degrees at this time. The Blackstump College Board may review this policy in the future.

Board succession planning

  1. The purpose of board succession planning is to ensure that the board is systematically refreshed with board members with requisite skills and experience.
  2. The board will appoint a Board Succession Committee to oversee board succession planning. It may consist of only one person.
  3. The Board Succession Committee shall have the following duties:
    1. Identify the complementary balance of skills and experience needed on the whole board.
    2. Assess the limitations and gaps of the current board.
    3. Identify the skills and experience and/or qualifications of individuals needed on the board (e.g. generic governance, specialist skills, or leadership roles).
    4. Identify and assess prospective new board members.
    5. Identify any training needed by new board members
    6. Nominate suitable candidates to the board.
    7. Ensure the effective orientation, handover, and integration of new board members onto the board.
  4. In the case of the position of chair, the Committee might consider existing board members.
  5. Other board members may still contribute to the identification and nomination of prospective new board members and board positions.
  6. The current guideline for Blackstump College board membership is for candidates to meet two of the following three criteria:
    1. Wisdom in decision-making
    2. The ability to take on specific tasks
    3. The ability to contribute to Blackstump College fundraising.

Objectives and organizational assessment

The goals of Blackstump College form a unitary whole, where student individual competencies support degree purposes, each of which in turn supports the vision and mission of Blackstump College. Consequently, Blackstump College is progressing in achieving its purposes whenever students demonstrate competencies and are awarded Blackstump College degrees.

Vision and mission of Blackstump College
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Purpose of each degree program
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Individual competencies

Specific objectives

The Blackstump College board needs to maintain a set of specific, measurable objectives. Some will be quantitative with deadlines. The Board will also use the same set of objectives to assess the performance of the CEO.

In 2016-17, the specific objectives have been:

  1. Bring the xxx program to stability and maturity, and admit the third cohort
  2. Rewrite the xxx program
  3. Establish the revised xxx program
  4. Establish the xxx program in xxx
  5. Establish the xxx program
  6. Review systems, policy, and practices for compliance with accreditor standards.

The first two of these have been achieved. Items 3, 4, and 5 have prospective students and require admission. The final objective is still in process.

Blackstump College board now needs to set specific, measurable objectives for the next period. They will the used to measure the performance of Blackstump College as an organization and of the CEO.

The objectives are as follows:

  1. By [date], admit xxx students to the xxx program in xxx, and begin instruction.
  2. By [date], admit xxx students to the xxx program in xxx, and begin instruction.
  3. By [date], admit xxx students to the xxx program, finalize RPL on students existing abilities, and begin instruction.
  4. By [date further in the future], admit xxx students to the xxx program and begin instruction. These will be suitable personnel in training for senior management roles in Blackstump College.
  5. Participate in an on-field accrediation inspection in xxxx in xxx.
  6. Achieve Candidate for Accreditation status by ….