Chapter 3358:16-1 Board of Trustees

3358:16-1-01 Governance/policy.

(A) Board mission

On behalf of the citizens of its service district, the board of trustees will govern Terra state community college through an expression of its policies.

(B) Governing style

The board will be pro actively involved in the governance of the college. staying adequately informed on relevant issues and focusing outward rather than inward. The board will provide strategic leadership and act collectively as a body. The board will be accountable to the general public and will allow no individual or committee of the board to hinder this commitment.

(C) Board job description

The duties of the board are as follows:

(1) To represent the public interest

(2) To establish policies and procedures that ensure the successful management of the college

(3) To select and evaluate the president

(4) To be actively engaged in the legislative process insofar as that engagement benefits the college

(5) To support the financial resource development of the college

(6) To take appropriate positions on public policy issues

(D) Chairperson's role

The chairperson is. primarily, responsible for the integrity of the board's process, and for ensuring that the board behaves consistently with its own policies.

The chairperson is. secondarily, the representative of the board to outside parties. The chairperson is the only board member authorized to officially speak for the board (beyond simply reporting board decisions)

The chairperson is empowered to chair board meetings with all the commonly accepted power of that position.

The chairperson serves as the voting delegate to OACC and ACCT. If the chair or vice chair are unable to attend, the chair will appoint a delegate in accordance with the policies of OACC and ACCT.

(E) Vice-chairperson's role

The vice-chairperson will fulfill the role of the chairperson in his or her absence, and assist in all the duties listed under the role of the chairperson.

Although not mandatory, the vice-chair should consider assuming the role of chairperson, unless his/her circumstances change.

The vice-chairperson serves as the alternate voting delegate to OACC and ACCT. If the chair or vice chair are unable to attend, the chair will appoint a delegate in accordance with the policies of OACC and ACCT.

(F) Board committee principles

The board may establish committees to help carry out its responsibilities. The board will determine the charter and authority of these committees. Committees will be used so as to minimally interfere with the wholeness of the board's job, and so as never to interfere with delegation from the board to president.

(1) Board committees may not speak or act for the board except when formally given such authority by the board chair or the board for specific and time-limited purposes.

(2) Board committees are to help the board do its job, not to help the staff do its job.

(3) Board committees cannot exercise authority over staff. Because the president works for the full board, he or she will not be required to obtain approval of a board committee before an executive action.

(4) With respect to college finances and the annual review of board policies and board evaluations, the board operates as a committee of the whole.

(G) Annual board planning cycle

To accomplish its goals, the board will follow an annual agenda in which it reviews and approves the college's strategic plan, including the strategic goals.

(H) Board members' code of conduct

Board members may not attempt to exercise individual authority over the organization except as explicitly set forth in board policies.

(1) Board members' interaction with the president or with staff must recognize the lack of authority in any individual board member or group of board members.

(2) Board members' interaction with the public, press, or other entities must recognize the same limitation and similar inability of any board member or board members to speak for the board.

(3) Board members will make no judgments of the president or staff performance except as that performance is assessed against explicit board policies by the official process.

(I) Ethics and conflict of interest policy

Terra state community college board of trustees will carry out the mission of the College in accordance with the strictest ethical guidelines and conduct themselves in a manner that fosters public confidence in the integrity of the Terra board, its processes, and its accomplishments.

Terra board members must, at all times, abide by protections to the public embodied in Ohio's ethics laws, as found in Chapters 102. and 2921. of the Ohio Revised Code , and as interpreted by the Ohio ethics commission and Ohio courts. Members must conduct themselves, at all times, in a manner that avoids favoritism, bias, and the appearance of impropriety.

A general summary of the restraints upon the conduct of all board members as well as employees includes, but is not limited to, those listed in this paragraph . No board member shall:

(1) Solicit or accept anything of value from anyone doing business with the college:

(2) Solicit or accept employment from anyone doing business with the College, unless the trustee completely withdraws from college activity regarding the party offering employment, and the board approves the withdrawal;

(3) Use his or her public position to obtain benefits for the official or employee, a family member, or anyone with whom the official or employee has a business or employment relationship:

(4) Be paid or accept any form of compensation for personal services rendered on a matter before, or sell goods or services to, Terra state community college;

(5) Be paid or accept any form of compensation for personal services rendered on a matter before, or sell (except by competitive bid) goods or services to, any state agency other than Terra state community college, unless the trustee first discloses the services or sales and withdraws from matters before the Terra board that directly affects officials and employees of the other state agency, as directed in section 102.04 of the Revised Code;

(6) Hold or benefit from a contract with, authorized by, or approved by, the Terra state board of trustees (the ethics law does accept limited stockholdings, and some contracts objectively shown as the lowest cost services, where all criteria under section 2921.42 of the Revised Code are met);

(7) Vote, authorize, recommend, or in any other way use his or her position to secure approval of a Terra state community college contract (including employment or personal services) in which the official or employee, a family member, or anyone with whom the official or employee has a business or employment relationship, has an interest;

(8) Solicit or accept honoraria (see division (H) of sections 102.01 and 102.03 of the Revised Code );

(9) During public service, and for one year after leaving public service, represent any person, in any fashion, before any public agency, with respect to a matter in which the trustee personally participated while serving with Terra state community college;

(10) Use or disclose confidential information protected by law, unless appropriately authorized; or

(11) Use or authorize the use of his or her title, the name "Terra State Community College," or "TSCC," or the college's logo in a manner that suggests impropriety, favoritism, or bias by the trustee, official, or employee.

(12) Board members will sign a conflict of interest policy once per term.

For purposes of this policy:

(a) "Anything of value" includes anything of monetary value, including, but not limited to: money, gifts, food or beverages, social event tickets and expenses, travel expenses, golf outings, consulting fees, compensation, or employment. "Value" means worth greater than de minimis or nominal.

(b) "Anyone doing business with Terra State Community College" includes, but is not limited to: any person, corporation, or other party that is doing or seeking to do business with, regulated by, or has interest before Terra state community college.

Every Terra state community college board member or employee required to file a financial disclosure statement must file a complete and accurate statement with the ethics commission by April fifteenth of each year. Any member or employee appointed or employed after February fifteenth and required to file a financial disclosure statement must file a statement within ninety days of appointment or employment.

(J) Board operations

The board will operate in a consistent manner, and unless otherwise noted, adhere to these operational proceedings:

(1) The board will establish an annual schedule by the last meeting of the calendar year.

(2) The chairperson will delegate responsibility for the development of the slate of officers each year. The board will vote by secret ballot, if necessary, on the candidates nominated at the first organizational meeting in of the calendar year.

(3) The chairperson will appoint one of the trustees to the role of sergeant at arms/parliamentarian. This individual will ensure that the board:

(a) adheres to the principles of policy governance and

(b) maintains the basic tenets of Robert's Rules of Order.

(4) At the annual organizational meeting, the newly elected chair will ask trustees on which committees they prefer to serve and if they would like to represent the college board at foundation meetings.

(5) At the annual organizational meeting, the board will schedule a finance committee meeting. This committee will typically meet in May for discussion of tuition/fee adjustments and the budget for the next fiscal year. Nothing precludes this committee from meeting at other times if necessary. The finance committee will operate as a committee of the whole.

(6) At the organizational meeting, the board will schedule a policy and evaluation review committee meeting to review board policies and the college's evaluation processes (board and president.) The group will also create a professional development plan for the year. This group will typically meet in March and approve any recommendations at the April board meeting. The policy and evaluation review committee will operate as a committee of the whole.

(7) The minutes of the foundation board meetings will be included as a regular part of the trustees' meeting agenda.

(8) The board, when it is found to be in the best interest of the college. may, by a majority vote, suspend its rules and take action overriding a previously adopted policy.

(9) After new policies and procedures related to college operations are approved, authority to revise procedures is delegated to the college president and staff.

(10) The agenda will be set by the board chairperson and the vice-chairperson with input from board members and the college president.

(11) All items presented to the board will be placed on a consent agenda. Any items may be removed from the consent agenda at the request of a board member or administrator.

(12) Each new board member shall be oriented to the college through a review of the board of trustees handbook. The chair of the board, along with the president and other trustees, will play an active role in new trustee orientation.

(13) The board will engage in board member education, a minimum of once a year, preferably during a retreat. The leader of the development session may be another board member who has attended a state or national trustee education event. Board members are encouraged to attend state and national conferences to further their professional development.

(14) The Ohio Revised Code provides that "Any member of a Board of Trustees of an Institution of Higher Education who fails to attend at least three-fifths of the regular and special meetings held by that Board in any two-year period forfeits his position on the Board." There is no appeal mechanism. The provision went into effect January 1, 1995. If attendance for any particular Terra trustee becomes an issue, the chairperson of the board will contact that individual and make a final determination about the attendance credit.

(K) Board evaluations

The board will perform the following evaluations:

(1) The board will evaluate itself at the October meeting.

(2) The board may choose to evaluate the president informally during executive session at the January board meeting. The president will distribute materials to the trustees for review prior to the evaluation session.

(3) The board will formally evaluate the president at the August board meeting. The president will distribute written materials for review prior to the meeting.

As part of the evaluation, the board may review the president's performance through a variety of means, including the following:

(a) achievement related to the strategic goals (ends) of the college

(b) adherence to the "executive limitations." which define the acceptable boundaries for presidential behavior

(c) progress on annual goals

The board may also request internal or external reports related to the college or president's performance.

(4) The chair of the board will appoint a subcommittee to conduct a comprehensive evaluation of the president as needed.

(5) The board policy and evaluation review committee will evaluate the memorandum of understanding between the trustees and the Terra college Foundation annually. The memorandum of understanding will be signed each year in June by the chairs of the respective boards and the college president.

(L) Citizenship participation

(1) The board will give high priority to citizen participation. A person(s) desiring to speak to the assembled board must seek special permission from the chairperson. This permission must be in writing and sought at least one week in advance of a regular board meeting. The board will limit the time each person is allowed to speak. The maximum time allotted at any given meeting will be ten minutes.

(2) The board will ensure the president maintains a public complaint process as required by accrediting agencies.

Replaces: former 3358:16-1-01

Effective: 6/13/2015
Promulgated Under: 111.15
Statutory Authority: 3358
Rule Amplifies: 3358
Prior Effective Dates: 3/27/98

3358:16-1-02 Conflict of interest.

A conflict of interest exists when the personal or professional interests of a trustee affects his or her ability to be objective. As trustees are likely to be affiliated with many organizations in their communities, both on a professional and a personal basis, it is not unusual for an actual or potential conflict of interest to arise. This policy defines how the governing board of trustees of Terra state community college define how the college interprets a conflict of interest and what steps are expected to be taken to deal with such conflicts when they occur.

Terra state community college board of trustees will carry out the mission of the College in accordance with the strictest ethical guidelines and conduct themselves in a manner that fosters public confidence in the integrity of the Terra board, its processes, and its accomplishments.

Terra board members must, at all times, abide by protections to the public embodied in Ohio's ethics laws, as found in Chapters 102. and 2921. of the Revised Code, and as interpreted by the Ohio ethics commission and Ohio courts. Members must conduct themselves, at all times, in a manner that avoids favoritism, bias, and the appearance of impropriety.

A general summary of the restraints upon the conduct of all board members as well as employees includes, but is not limited to. those listed below. No board member shall:

(A) Solicit or accept anything of value from anyone doing business with the college:

(B) Solicit or accept employment from anyone doing business with the College, unless the trustee completely withdraws from college activity regarding the party offering employment, and the board approves the withdrawal;

(C) Use his or her public position to obtain benefits for the official or employee, a family member, or anyone with whom the official or employee has a business or employment relationship:

(D) Be paid or accept any form of compensation for personal services rendered on a matter before, or sell goods or services to, Terra state community college;

(E) Be paid or accept any form of compensation for personal services rendered on a matter before, or sell (except by competitive bid) goods or services to, any state agency other than Terra state community college, unless the trustee first discloses the services or sales and withdraws from matters before the Terra board that directly affects officials and employees of the other state agency, as directed in section 102.04 of the Revised Code;

(F) Hold or benefit from a contract with, authorized by, or approved by, the Terra state board of trustees (the ethics law does accept limited stockholdings, and some contracts objectively shown as the lowest cost services, where all criteria under section 2921.42 of the Revised Code are met);

(G) Vote, authorize, recommend, or in any other way use his or her position to secure approval of a Terra state community college contract (including employment or personal services) in which the official or employee, a family member, or anyone with whom the official or employee has a business or employment relationship, has an interest;

(H) Solicit or accept honoraria (see division of sections (H) 102.01 and 102.03(H) of the Revised Code):

(I) During public service, and for one year after leaving public service, represent any person, in any fashion, before any public agency, with respect to a matter in which the trustee personally participated while serving with Terra state community college:

(J) Use or disclose confidential information protected by law, unless appropriately authorized: or

(K) Use or authorize the use of his or her title, the name "Terra State Community College." or "TSCC." or the college's logo in a manner that suggests impropriety, favoritism, or bias by the trustee, official, or employee.

For purposes of this policy:

"Anything of value" includes anything of monetary value, including, but not limited to: money, gifts, food or beverages, social event tickets and expenses, travel expenses, golf outings, consulting fees, compensation, or employment. "Value" means worth greater than de minimis or nominal.

"Anyone doing business with Terra State Community College" includes, but is not limited to: any person, corporation, or other party that is doing or seeking to do business with, regulated by. or has interest before Terra state community college.

Every Terra state community college board member or employee required to file a financial disclosure statement must file a complete and accurate statement with the ethics commission by April fifteenth of each year. Any member or employee appointed or employed after February fifteenth and required to file a financial disclosure statement must file a statement within ninety days of appointment or employment.

(L) In order to comply with this policy, it is expected that:

(1) If a trustee has an interest in a proposed transaction with the College in the form of a significant personal or organizational financial interest in the transaction or holds a position as trustee, officer, director or staff member in such organization, he or she must make full disclosure of such interest before any discussion or negotiation of such transaction.

(2) Any trustee who has a potential confiict of interest with respect to any matter coming before the board or a committee shall not participate in any discussions of or vote in connection with the matter unless invited to respond to questions or provide factual information by the board or committee chair.

(3) Any trustee who gains privileged information by virtue of his or her role as a trustee shall not use that privileged information for personal or professional gain.

This policy shall be distributed to trustees upon their appointment to their term. A signature in the designated area of this policy will indicate the trustee's agreement to abide by this policy to the best of his or her ability for the time allotted to the appointment as a governing board trustee for the college.

I have read the above statement of policy regarding conflict of interest and agree to abide by this policy to the best of my ability in my role as a governing board trustee for Terra state community college.

Signature:_____________

Date:______________

Replaces: 3358:16-3-07

Effective: 5/3/2015
Promulgated Under: 111.15
Statutory Authority: 3358
Rule Amplifies: 3358
Prior Effective dates: 9/20/99

3358:16-1-03 Board-president -relationship.

(A) Delegation to the president

The president is accountable to the full board. The board will establish the governing policies, delegating implementation of the policies and the development and implementation of procedures to the president.

(1) All board authority delegated to staff is delegated through the president, so that all authority and accountability of staff is considered to be the authority and accountability of the president.

(2) Strategic goals policies direct the president to achieve certain results; executive limitations policies constrain the president to act within acceptable boundaries of prudence and ethics. With respect to goals and executive means, the president is authorized to establish all further procedures, make all decisions, take all actions and develop all activities as long as they are consistent with the board's policies.

(3) The board may change its policies, thereby shifting the boundary between board and presidential domains. By doing so, the board changes the latitude of choice given to the president. However, so long as any particular delegation is in place, the board and its members will respect and support the president's choices. This does not prevent the board from obtaining information in the delegated areas, except individual client-identified data.

(4) No individual board member, officer, or committee has authority over the president. Information or assistance may be requested by individuals or groups, but if such a request - in the president's judgment - requires a material amount of staff time or funds or is disruptive, it may be refused, unless authorized by the board.

(B) President's job description

As the board's single official link to the operating organization, the president's performance will be considered to be synonymous with organizational performance as a total.

Consequently, the president's job contributions can be stated as performance in the following major areas:

(1) Organizational accomplishments of the provisions of board policies on strategic goals.

(2) Organization operation within the boundaries of prudence and ethics established in board policies on executive limitations.

(3) Compliance with the articles of the president's approved job description.

(4) Compliance with the stipulations as indicated in attachment 1.

(C) Monitoring presidential performance

Monitoring executive performance is synonymous with monitoring organizational performance against board policies on strategic goals (ends), executive limitations and compliance with the articles of the job description. Any evaluation of the president's performance, formal or informal, may be derived only from these monitoring data.

(1) The purpose of monitoring is simply to determine the degree to which board policies are being fulfilled. Information which does not do this will not be considered to be monitoring. Monitoring will be as automatic as possible, using a minimum of board time so that meetings can be used to create the future rather than to review the past.

(2) A given policy may be monitored in one or more of three ways:

(a) Internal report: disclosure of compliance information to the board from the president.

(b) External report: discovery of compliance information by a disinterested, external auditor, inspector or judge who is selected by and reports directly to the board. Such reports must assess executive performance only against policies of the board, not those of the external party unless the board has previously indicated that party's opinion to be the standard.

(c) Direct board inspection: discovery of compliance information by a board member, a committee, or the board as a whole. This is a board inspection of documents, activities, or circumstances directed by the board, which allows a "prudent person" test of policy compliance.

(3) Upon the choice of the board, any policy can be monitored by any method at any time. For regular monitoring, however, each strategic goals (ends) and executive limitations policy will be classified by the board according to frequency and method.

Replaces: former 3358:16-1-02

Effective: 6/13/2015
Promulgated Under: 111.15
Statutory Authority: 3358
Rule Amplifies: 3358
Prior Effective Dates: 3/27/98

3358:16-1-04 Executive limitations.

(A) General executive constraint

The president shall not allow any practice which is in violation of commonly accepted business and professional ethics nor in violation of any applicable state or federal law.

(B) Staff treatment

With respect to treatment of staff, the president may not cause or allow conditions which are unfair or undignified.

Accordingly, she or he may not:

(1) Operate without personnel procedures which clarify personnel rules for staff, provide for effective handling of grievance, and protect against wrongful conditions;

(2) Discriminate against any staff member for expressing an ethical dissent;

(3) Prevent staff from grieving to the board when a) internal grievance procedures have been exhausted, and b) the employee alleges that board and/or administrative policy has been violated to his or her detriment;

(4) Fail to acquaint staff with their rights and under this policy.

(C) Budgeting

Budgeting any fiscal year shall not deviate materially from board strategic goals priorities nor risk fiscal jeopardy.

Accordingly, he or she may not cause or allow budgeting which:

(1) Contains too little information to enable accurate projection of revenues and expenses; does not separate capital and operational items; and does not disclose planning assumptions;

(2) Plans the expenditures within the operating budget in any fiscal year of more funds than resources can be conservatively projected for that period;

(3) Does not contain a board-approved allocation for board prerogatives during the year;

(4) Would force the college into fiscal watch/status (Senate Bill 6) without board approval;

(5) Is not derived from long-term planning.

(D) Emergency executive succession

In order to protect the board from loss of presidential services, the president may not have fewer than two executives familiar with board and presidential processes.

The president shall submit a succession plan to the board in writing, which will indicate those individuals who will serve as the primary and secondary contacts in case of temporary absence or sudden loss of presidential services. Such succession plan shall be updated by the president as necessary.

(E) Asset protection

The president may not allow assets to be unprotected, inadequately maintained or unnecessarily risked. Accordingly, he or she may :

(1) Fail to insure against theft and casualty losses to at least eight per cent replacement value and against liability losses to board members, staff, or the organization itself in an amount comparable to similar community colleges;

(2) Allow un-bonded or uninsured personnel to handle funds:

(3) Subject maintenance schedules to go un-reviewed at least annually:

(4) Unnecessarily expose the organization, its board or staff to claims of liability:

(5) Invest or hold funds in investments in violation of Ohio law:

(6) Acquire, encumber or dispose of land and/or buildings without board approval:

(7) Purchase goods or services greater than fifty thousand dollars without obtaining at least three quotes or proposals unless the goods and services are single/sole sourced and documented as such:

(8) Allow multiple purchases from the same vendor greater than fifty thousand dollars for a single, related project or pre-identified phases of a project unless the scope of the project changes;

(9) Allow purchases over five thousand dollars without the signature and/or electronic approval of the president, except for book purchases and supplies made by the College's auxiliary bookstore operations:

(10) Allow fixed assets of five thousand dollars or state recommended threshold to remain un-capitalized:

(11) Enter into agreements for new construction and/or major renovations and improvements up to five thousand dollars without at least three quotes or proposals: or enter into agreements equal to or greater than two hundred thousand dollars per Ohio Revised Code without following the formal competitive bidding process as prescribed by the Ohio Revised Code:

(12) Enter into agreements for new construction and/or major renovations and improvements equal to or greater in aggregate than fifty thousand dollars without board approval.

(13) Enter into agreements for employment settlement claims greater than ten thousand dollars without board approval.

(F) Compensation, benefits, and other employment-related issues

With respect to employment, the president may not cause jeopardy to fiscal integrity. Accordingly, he or she may not:

(1) Change his or her own compensation and benefits:

(2) Promise or imply permanent or guaranteed employment:

(3) Establish current compensation and benefits which:

(a) Deviate materially from the geographic or professional market for the skills:

(b) Create obligations over a longer term than revenues can be safely projected, in no event longer than the board-approved collective bargaining contract:

(4) Establish deferred or long-term compensation and benefits which:

(a) Cause unfunded liabilities to occur or in any way commit the organization to benefits which incur unpredictable future costs:

(b) Provide less than some basic level of benefits to all full-time employees, though differential benefits to encourage longevity in key employees are not prohibited:

(c) Allow any employee to lose benefits already accrued from any foregoing plan:

(5) Allow position descriptions to become out-of-date:

(6) Allow employees to go unevaluated on a routine basis.

(G) Communication and counsel to the board

The president may not permit the board to be uninformed. Accordingly, he or she may not:

(1) Let the board be unaware of relevant trends, anticipated adverse media coverage, information which might have political consequences;

(2) Fail to submit the required monitoring data in a timely, accurate and understandable fashion;

(3) Fail to marshal for the board a variety of staff and external points of view as needed for fully informed board choices.

Replaces: former 3358: 16-1-03

Effective: 6/13/2015
Promulgated Under: 111.15
Statutory Authority: 3358
Rule Amplifies: 3358
Prior Effective Dates: 3/27/98

3358:16-1-05 Strategic goals.

(A) Raise the region's educational attainment in higher education.

(B) Serve as a catalyst for success in college.

(C) Enhance community outreach and engagement.

(D) Provide dynamic training and learning opportunities for life and work in a global economy.

(E) Expand the college's resource base.

Effective: 6/13/2015
Promulgated Under: 111.15
Statutory Authority: 3358
Rule Amplifies: 3358