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POLICY MANUAL Board of Trustees Landmark Christian School Fairburn, Georgia September 18, 2012 BOARD OF TRUSTEES BOARD POLICY MANUAL TABLE OF CONTENTS Category I: Ends Policy 1.0 Ends Statement Category II: Management Limitations Policy 2.0 General Executive Constraint 2.1 Treatment of Students/Families 2.2 Treatment of Staff 2.3 Financial Condition & Activities 2.4 Asset Protection 2.5 Financial Planning & Budgeting 2.6 Compensation & Benefits 2.7 Emergency Executive Succession 2.8 Board Awareness & Support Category III: Board–Management Delegation Policy 3.0 Governance–Management Connection 3.1 Unity of Control 3.2 Accountability of the Headmaster 3.3 Delegation to the Headmaster 3.4 Monitoring Headmaster Performance Category IV: Governance Process Policy 4.0 Governance Commitment 4.1 Governing Styles & Values 4.2 Board Job Products 4.3 Agenda Planning 4.4 Chair/Chief Governance Officer’s Role 4.5 Boards Members’ Code of Conduct 4.6 Trustees’ Individual Responsibilities 4.7 Board Committee Principles 4.8 Board Committee Structure 4.9 Board Size, Nomination, Election & Term Limits 4.10 Governance Investment 1 ENDS POLICY 1.0 POLICY TITLE: E N D S S T A T E ME N T The exemplary graduate of Landmark Christian School… 1. Is a committed servant firmly grounded in a Christian worldview who leads a life that reflects Christian character in all dimensions of his/her being: a. Spiritual – is committed to the totality of God’s truth as revealed in His word b. Emotional – embodies a high level of emotional maturity in all his/her relationships and environments c. Mental – has attained a strong academic foundation, values intellectual discipline, and is committed to the lifelong pursuit of knowledge and wisdom d. Physical – is committed to lifelong physical fitness and good stewardship of his/her physical body 2. Embodies the knowledge (“know what”) and competence (“know how”) required to have significant impact and influence in the world for Jesus Christ: a. Is able to define, articulate, and defend his/her faith through a solid foundational understanding of the Bible and experiential application b. Is an effective communicator, both verbally and in writing c. Is a creative and reflective thinker, able to apply critical and ethical reasoning in all life situations d. Is able to identify, assess and solve problems in a thoughtful, confident, persuasive, and respectful manner e. Understands, embraces, and develops the gifts which God has bestowed upon him/her: intellectual, artistic, technical, and athletic f. Is confident, comfortable, and experienced at communicating the gospel to people outside of his/her own racial, ethnic, and socio-economic cultures 3. Exemplifies the authentic life of a committed Christian in his/her actions: a. Applies God’s truth in everyday life, dealing with real-life situations as a person of faith, character, and integrity b. Leads as a servant, embodying Christ’s humility and compassion c. Demonstrates Christ-like love as a first priority in all relationships d. Guides all his/her actions through obedience to Christ, always submitting to accountability with other believers e. Seeks the Holy Spirit’s leading as counselor and guide toward improving his/her environments for God’s glory f. Actively participates in cross-cultural relationships in various racial, ethnic, and socioeconomic communities for the cause of Jesus Christ through service and sharing the gospel 2 MANAGEMENT LIMITATIONS POLICY 2.0 POLICY TITLE: G E N E R A L E X E C U T I V E C O N S T R A I N T The Headmaster will not cause or allow any practice, activity, decision or organizational circumstance that is unlawful, imprudent, in violation of commonly accepted business and professional ethics and practices, or in violation of the LCS Statement of Faith and Core Values. NOTE: THIS POLICY FORMS THE LARGEST (I.E., BROADEST AND THEREFORE MOST OPEN TO INTERPRETATION) OF ALL POLICIES IN THE MANAGEMENT LIMITATIONS CATEGORY. ANY FURTHER MANAGEMENT LIMITATIONS POLICIES WILL BE A NARROWING OF THE PROVISIONS OF THIS POLICY. THE EXAMPLES THAT FOLLOW DEMONSTRATE SUCH FURTHER NARROWING. REMEMBER THAT THE HEADMASTER IS GRANTED THE AUTHORITY TO USE ANY REASONABLE INTERPRETATION OF THE BOARD’S WORDS) 3 MANAGEMENT LIMITATIONS POLICY 2.1 POLICY TITLE: T R E A T ME N T O F S T U D E N T S /F A MI L I E S With respect to interactions with Students/Families (or those applying), the Headmaster will not cause or allow conditions or procedures which are unjust, unsafe, untimely, unresponsive, undignified or unnecessarily intrusive. The Headmaster will not: 1. 2. 3. Operate without appropriate confidentiality. Operate without communicating to Students/Families a clear understanding of what may be expected from the services offered and what will be expected of them. Allow families to be admitted who fail to meet the following criteria: A. B. C. At least one parent/guardian is clearly a professing believer in Christ. Children must be capable of succeeding within the LCS context. Parents must be supportive (in writing and otherwise) of school policies and practices. 4 MANAGEMENT LIMITATIONS POLICY 2.2 POLICY TITLE: T R E A T ME N T O F S T A F F With respect to the treatment of volunteers and employees, the Headmaster will not cause or allow conditions that are unjust, unsafe or undignified. Pertaining to employees, the Headmaster will not: 1. 2. Operate without ensuring employees are provided with written personnel policies. Retaliate against an employee for non-disruptive, internal expression of dissent, or for reporting to management or to the Board of Trustees (per the grievance process in the personnel manual) acts or omissions by personnel, management or the Board of Trustees that the employee believes, in good faith and based on credible information, constitutes a violation of state or federal law or a governing policy of the Board. A. Staff may not be prevented from grieving to the Board when (a) internal grievance procedures have been exhausted and (b) the employee alleges that Board policy has been violated. 3. 4. 5. 6. 7. Allow staff to be unprepared to deal with emergency situations. Hire employees that fail to meet appropriate qualifications professionally and spiritually. Allow staff to be unmonitored in their work according to stated job expectations and address unsatisfactory work performance in a untimely manner. (NOTE: consider further) Hire his/her immediate family members. Allow a spouse to supervise a spouse. (NOTE: may be expanded later) 5 MANAGEMENT LIMITATIONS POLICY 2.3 POLICY TITLE: F I N A N C I A L C O N D I T I O N & A C T I V I T I E S With respect to financial condition and activities, the Headmaster will not cause or allow the development of fiscal jeopardy, or a material deviation of actual expenditures from the Board’s Ends priorities. The Headmaster will not: 1. 2. 3. 4. 5. Expend more funds than have been received for or are reasonably receivable within the fiscal year to date. Borrow from reserves (defined as accumulated excess revenues) in an amount greater than can be replenished by certain, otherwise unencumbered revenues within 60days. Borrow funds (with exception of credit cards used for normal business purposes, and paid in full each month). Incur debt in an amount greater than can be repaid by certain and otherwise unencumbered revenues within 60 days. Use the operating line of credit maintained by the school in an indiscriminate or in a profligate manner, but rather as is intended to even out cash flows in periods where disbursements typically exceed receipts. Use Board-designated long-term reserves/endowment funds. Conduct interfund shifting in amounts greater than can be restored to a condition of discrete fund balances by certain, otherwise unencumbered revenues within 180 days. Operate without settling payroll obligations and payables in a timely manner. Allow tax payments or other government ordered payments or filings to be overdue or inaccurately filed. Execute a check or purchase commitment of greater than $10,000.00, unless such purchase was explicitly itemized in budget monitoring data previously disclosed to the Board. Splitting orders to avoid this limit is not acceptable. Acquire, encumber, lease (as lessor or lessee) or dispose of real estate regardless of who owns the real estate. Accept revenues from sources not, in fact and appearance, consistent with the mission and values of the organization. Operate without aggressively pursuing material receivables after a reasonable grace period. Operate without adequate internal controls over receipts and disbursements to avoid unauthorized payments or material dissipation of assets. Fail to provide the following financial information monthly or reasonably periodically to the Finance Committee and Board of Trustees: A. B. C. D. 16. An analysis of expenses versus budget Information on cash position, and line of credit balance Status of accounts receivable A report on significant balance sheet changes 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. Authorize or do any activity that deviates from the Long Term Master Plan as approved by the Board of Trustees, without first obtaining Board approval for such deviation. 6 MANAGEMENT LIMITATIONS POLICY 2.4 POLICY TITLE: A S S E T P R O T E C T I O N The Headmaster will not cause or allow corporate assets to be unprotected, inadequately maintained or unnecessarily risked. The Headmaster will not: 8. Allow the organization to be uninsured or under-insured: A. Against theft and casualty losses (recognizing that overall blanket coverage may be the insurer’s recommendation, but such blanket amount to be supported by reasonable and relatively current assessments of replacement value of the organization’s assets, together with an assessment of the criticality of each structure); and Against liability losses to Board members, staff and the organization itself in an amount equal to or greater than twice the average for comparable organizations, but no less than ten million dollars ($10,000,000.00). (NOTE: It is suggested that the Audit and Finance Committee review the liability insurance policy, and all of its exclusions, annually.) Against employee theft, dishonesty, and employee misconduct, including sexual misconduct. Against lost income. (NOTE: Have Business Manager/Audit and Finance Committee verify this, annually.) Against loss, theft or inappropriate disclosure of confidential information. B. C. D. E. 9. Subject facilities and equipment to improper wear and tear or insufficient maintenance. 10. Operate without employing risk management practices to minimize exposure of the organization, its Board or staff to claims of liability. 11. Allow any purchase wherein normally prudent protection has not been given against conflict of interest 12. Allow intellectual property, information and files to be exposed to loss, improper access or significant damage, or operate without maintaining documents and records in accordance with a Records Retention Schedule approved by legal counsel or as required by federal statute. 13. Receive, process or disburse funds under controls insufficient to meet the Boardappointed auditor’s standards (as set forth in Management Letter and/or other correspondence). 14. Compromise the independence of the Board’s auditor or other external monitors or advisors. Engaging parties already chosen by the Board as consultants or advisers is not permitted. 15. Invest or hold operating capital in insecure instruments or in non-interest-bearing accounts except where necessary to facilitate ease in operational transactions. 16. Endanger the organization’s public image, its credibility, or its ability to accomplish Ends. 17. Change the organization’s name or substantially alter its identity. 18. Fail to have the organization’s financial statements audited in accordance with generally accepted accounting principles annually, as of and for the fiscal year-end, which is July 7 31 each year. MANAGEMENT LIMITATIONS POLICY 2.5 POLICY TITLE: F I N A N C I A L P L A N N I N G & B U D G E T I N G Financial planning for any fiscal year or the remaining part of any fiscal year will not deviate materially from the Board’s Ends priorities, risk financial jeopardy, or fail to be derived from a multi-year plan. Accordingly, the Headmaster will not allow budgeting that: 1. 2. 3. 4. 5. 6. 7. Risks incurring those situations or conditions described as unacceptable in the “Financial Conditions and Activities” Board policy. Omits credible projection of revenues and expenses, separation of capital and operational items, cash flow, and disclosure of planning assumptions. Plans the expenditure in any fiscal year of more funds than are conservatively projected to be received. Fails to allocate at least $50,000 of gross cash revenues to reserves, until reserves reach a threshold of $750,000 Provides less for Board activities during the year than is set forth in the Governance Investment policy (see policy in Governance Process). Increases tuition and fee rates more than an average of 5% and less than an average of 2% in any one fiscal year. Is not approved annually by the Board of Trustees. (Note: P. Graybeal does not recommend this policy since traditional “approval” of the budget would make it the budget of the Board rather than it remaining as a tool of management. The key thing is for the Board to use its monitoring processes to know that its policies related to budgeting have been upheld appropriately.) 8 MANAGEMENT LIMITATIONS POLICY 2.6 POLICY TITLE: C O MP E N S A T I O N & B E N E F I T S The Headmaster will not cause or allow jeopardy to the organization’s fiscal integrity or public image when dealing with employment, compensation and benefits for employees, consultants or contractors. The Headmaster will not: 1. 2. 3. 4. 5. Change his/her own compensation or benefits. Promise or imply anything other than “at-will” employment. Establish current compensation and benefits that deviate materially from the geographic and/or professional market value for the skills employed. Pertaining to consultants and contract vendors, create obligations over a longer term than revenues can be safely projected, in no event longer than one year. Establish or change retirement benefits (without prior Board approval) so as to cause situations that are unpredictable for the organization, or inequitable for employees. 9 MANAGEMENT LIMITATIONS POLICY 2.7 POLICY TITLE: E ME R G E N C Y E X E C U T I V E S U C C E S S I O N In order to protect the Board from sudden loss of Headmaster services, the Headmaster will have no fewer than two other individuals sufficiently familiar with Board and Headmaster issues and processes to enable either to take over with reasonable proficiency as an interim successor. (Note: For future discussion “non-emergency” succession) 10 MANAGEMENT LIMITATIONS POLICY 2.8 POLICY TITLE: B O A R D A W A R E N E S S & S U P P O R T The Headmaster will not cause or allow the Board to be uninformed or unsupported in its work. The Headmaster will not: 1. Withhold, impede or confound information necessary for the Board’s informed accomplishment of its job. A. The Headmaster will not neglect to submit monitoring reports (including Headmaster interpretations of Board policies being monitored, as well as relevant data) required by the Board (see “Monitoring Headmaster Performance” policy in Board-Management Delegation) in a timely, accurate and understandable fashion. B. The Headmaster will not allow the Board to be unaware of any actual or anticipated noncompliance with any Ends or Management Limitations policy, regardless of the Board’s monitoring schedule. C. The Headmaster will not let the Board be without decision information it periodically requests, or unaware of relevant trends or incidental information, including but not limited to anticipated adverse media coverage, threatened or pending lawsuits, or material external and internal/organizational changes. Notification of planned internal changes is to be provided in advance, when feasible. D. The Headmaster will not fail to inform the Board if, in the Headmaster’s opinion, the Board is not in compliance with its own policies on Governance Process and BoardManagement Delegation, particularly in the case of Board or Board member behavior that is detrimental to the work relationship between the Board and the Headmaster. E. The Headmaster will not present information in unnecessarily complex or lengthy form, or in a form that fails to differentiate among information of three types: i. ii. iii. 3. Monitoring Decision preparation (or “action item”) Incidental/ “FYI.” Impede the Board’s holism, misrepresent its processes and role, or impede its lawful obligations. A. The Headmaster will not deal with the Board in a way that favors or privileges certain Board members over others except when: Fulfilling individual requests for information, or Responding to officers or committees with respect to duties charged to them by the Board. B. The Headmaster will not neglect to submit for the Board’s Consent Agenda (or: “Required Approvals Agenda”) items delegated to the Headmaster yet required by law, regulation or third-party to be Board-approved, along with applicable monitoring information. i. ii. 11 BOARD–MANAGEMENT DELEGATION POLICY 3.0 POLICY TITLE: G O V E R N A N C E – M A N A G E ME N T C O N N E C T I O N The Board’s sole official management connection to the operational organization, its achievements and conduct will be through a Chief Executive Officer (CEO), titled Headmaster. 12 BOARD–MANAGEMENT DELEGATION POLICY 3.1 POLICY TITLE: U N I T Y O F C O N T R O L Only officially passed motions of the Board are binding on the Headmaster. Accordingly: 1. Decisions or instructions of individual Board members, officers, or committees are not binding on the Headmaster except in rare instances in which the Board has explicitly delegated such exercise of authority. If Board members or committees request information or assistance without Board authorization, the Headmaster can refuse such requests that, in his/her opinion, require an inappropriate amount of staff time or funds or are disruptive. The committee or Board member may then refer such requests to the full Board for consideration. 2. 13 BOARD–MANAGEMENT DELEGATION POLICY 3.2 POLICY TITLE: A C C O U N T A B I L I T Y O F T H E H E A D MA S T E R The Headmaster is the Board’s only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the Board is concerned, is considered the authority and accountability of the Headmaster. Accordingly: 1. 2. 3. The Board will not give instructions to persons who report directly or indirectly to the Headmaster. The Board will not evaluate, either formally or informally, any staff other than the Headmaster. The Board will view Headmaster performance as identical to organizational performance, so that organizational accomplishment of Board stated Ends and compliance with Management Limitations will be viewed as successful Headmaster performance. 14 BOARD–MANAGEMENT DELEGATION POLICY 3.3 POLICY TITLE: D E L E G A T I O N T O T H E H E A D M A S T E R The Board will direct the Headmaster through written policies that prescribe the organizational Ends to be achieved, and describe organizational situations and actions to be avoided, allowing the Headmaster to use any reasonable interpretation of these policies. Accordingly: 1. The Board will develop and maintain Ends policies instructing the Headmaster to achieve certain results, for certain recipients at a specified worth or priority. These policies will be developed systematically from the broadest, most general level to more defined levels. All issues that are not Ends issues as defined here are Means issues. The Board will develop and maintain Management Limitations policies that limit the latitude the Headmaster may exercise in choosing the organizational means. These limiting policies will describe those practices, activities, decisions and circumstances that would be unacceptable to the Board, even if effective in producing the desired results. These policies will be developed systematically from the broadest, most general level to more defined levels. The Board will not prescribe organizational means delegated to the Headmaster. An Ends or Management Limitations policy at a given level does not limit the scope of any preceding level. As long as the Headmaster uses any reasonable interpretation of the Board’s Ends and Management Limitations policies, the Headmaster is authorized to establish all further policies, make all decisions, take all actions, establish all practices and develop all activities. Such decisions of the Headmaster shall have full force and authority as if decided by the Board. The Board may change its Ends and Management Limitations policies, thereby shifting the boundary between Board and Headmaster domains. By doing so, the Board changes the latitude of choice given to the Headmaster. However, as long as any particular delegation is in place, the Board will respect and support decisions made by the Headmaster that are compliant with Board policy and reasonably interpreted. 2. 3. 4. 5. 15 BOARD–MANAGEMENT DELEGATION POLICY 3.4 POLICY TITLE: M O N I T O R I N G H E A D MA S T E R P E R F O R MA N C E The Board will systematically and rigorously monitor Headmaster job performance to determine the extent to which Ends are being achieved and whether operational activities fall within boundaries established in Management Limitations policies. Accordingly: 1. Monitoring is simply to determine the degree to which Board policies are being met. Information that does not address policy compliance will not be considered in the evaluation of Headmaster performance. The Board will acquire monitoring data by one or more of three methods: A. By internal report, in which the Headmaster discloses, in writing, policy interpretations and compliance information to the Board. As appropriate in a given context, the Headmaster may present information to justify his/her interpretation. By external report, in which an external, disinterested third party selected by the Board assesses compliance with Board policies, as reasonably interpreted by the Headmaster, or By direct Board inspection, in which a designated member or members of the Board assess compliance with the appropriate policy criteria, as reasonably interpreted by the Headmaster. 2. B. C. 3. In every case, the standard for compliance shall be any reasonable Headmaster interpretation of the Board policy being monitored. The Board is the final judge of reasonableness, and will always judge with a “reasonable person” test (whether what the Headmaster did was what a reasonably prudent executive would do in that context), even if those choices may not be the choices the Board or its members may have made. In every case, the Board will judge whether A. B. The Headmaster’s interpretation is reasonable The data demonstrate accomplishment of or compliance with the Headmaster’s interpretation. 4. 5. 6. Actions determined to be not compliant with a reasonable interpretation of Board policies will be subject to a remedial process agreed to by the Board. All policies instructing the Headmaster will be monitored at a frequency and by a method chosen by the Board. The Board may monitor any policy at any time by any method, but will ordinarily depend on the following routine schedule. 16 BOARD–MANAGEMENT DELEGATION POLICY 3.4 POLICY TITLE: M O N I T O R I N G H E A D MA S T E R P E R F O R MA N C E ( C O N T I N U E D ) POLICY 2.0 General Executive Constraint 2.1 Treatment of Students/Families 2.2 Treatment of Staff 2.3 Financial Condition & Activities 2.4 Asset Protection 2.5 Financial Planning/Budgeting 2.7 Emergency Executive Succession 2.6 Compensation and Benefits 2.8 Board Awareness & Support 1._ Ends Policies METHOD Internal Internal Internal Internal Direct Insp. External Internal Internal Internal Internal Internal TBD FREQUENCY Annually Annually Annually Quarterly Semi-Annually Annually Annually Quarterly Annually Annually Annually SCHEDULE End of Qtr. April/October Close of F.Y. (month) End of Qtr. (NOTE: As Ends Policies are adopted, they are to be added to this table and preferably spread throughout the year to allow for an on-going emphasis on Ends. It is also recommended that the Board develop a schedule for the monitoring of Board performance related to Board-Management Delegation and Governance Process.) 17 GOVERNANCE PROCESS POLICY 4.0 POLICY TITLE: G O V E R N A N C E C O MMI T ME N T The purpose of the Board, on behalf of Christ and Christians of our community committed to the mission of Landmark Christian School is to ensure that LCS (1) achieves appropriate results for appropriate recipients at an appropriate cost (as specified in Board Ends policies), and (2) avoids unacceptable actions and situations. 18 GOVERNANCE PROCESS POLICY 4.1 POLICY TITLE: G O V E R N I N G S T Y L E & V A L U E S The Board will govern lawfully, observing Policy Governance principles, with an emphasis on (a) integrity and truthfulness in all of its activities and practices, (b) outward vision rather than internal preoccupation, (c) strategic leadership more than administrative detail, (d) clear distinction of Board and chief executive roles, (e) collective rather than individual decisions, (f) future rather than past or present, and (g) governing proactively rather than reactively. Accordingly: 1. The Board will cultivate a sense of group responsibility. The Board, not the staff, will be responsible for excellence in governing. The Board will be the primary initiator of governing policy. 2. The Board may use the expertise of individual members to enhance the Board’s understanding of issues, but will not substitute such expertise for the judgment of the Board. The Board will direct, control and inspire the organization through the careful establishment of broad written policies reflecting the Board’s values and perspectives. The Board’s major focus will be on the achievement of intended long-term impacts outside the organization, not on the administrative or programmatic means of attaining those effects. The Board will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation for meetings, policymaking principles, respect of roles, adherence to Board standards of conduct, and ensuring the continual development of governance capability. A. Continual Board development will include periodic discussion of process improvement, and orientation of new Board members, within 30 days of their appointment, in the Board’s governance process and these policies. 5. 6. 7. 8. Although the Board can change its governing policies at any time, it will conscientiously observe those currently in effect. All policies of the Board are contained in this document, and they remain in effect, unless amended or deleted by Board action. The Board will allow no officer, individual or Board Committee to prevent the Board from fulfilling its duties and commitments. The Board will monitor and assess its process and performance at the completion of each meeting. Self-monitoring will include comparison of Board activity and discipline to Governance Process and Board-Management Delegation policies. The Board’s activities, with the exception of personnel or other matters of a sensitive nature, shall be open and accessible to reasonable scrutiny by its “owners.” 3. 4. 9. 10. The organization, in its hiring and other activities, will not discriminate on the basis of race, national origin, age, handicap, political affiliation, gender, or military status. 11. All Board action requires approval by a simple majority of a quorum of all Board members (a quorum being any number greater than half of all of the current Board members). 19 GOVERNANCE PROCESS POLICY 4.2 POLICY TITLE: B O A R D J O B P R O D U C T S On behalf of the “ownership” it represents, the Board of Trustees assumes direct responsibility for defining and ensuring appropriate organizational performance: (NOTE: Do we need to define “ownership”?) Accordingly: 1. The Board will be the conduit linking ownership interests and operational performance. A. Needs Assessment: The Board will assess the needs of the ownership as they relate to the organization’s activities and scope of influence, and will develop Ends policies identifying and prioritizing intended organizational outcomes to address those needs. Advocacy: The Board will inform the ownership of the organization’s present accomplishments on their behalf, and expected future results. B. 2. The Board will develop and maintain written governing policies that realistically address the broadest levels of all organizational decisions and situations: C. D. ENDS: Organizational products, effects, benefits, outcomes, recipients, and their relative worth (what good for which recipients at what cost/priority). MANAGEMENT LIMITATIONS: Constraints on executive authority that establish the prudence and ethics boundaries within which all executive activity and decisions must take place. BOARD/MANAGEMENT DELEGATION: How authority is delegated and its proper use monitored: the Headmaster’s role, authority and accountability. GOVERNANCE PROCESS: Specification of how the Board conceives, carries out and monitors its own task. E. F. 3. The Board will assure successful Headmaster performance on Ends and Management Limitations. 4. The Headmaster has primary responsibility for fundraising and the Board will assist at the direction of the Headmaster. (THIS POLICY SHOULD INCLUDE ANY OTHER DECISION AREAS THAT MANAGEMENT LIMITATIONS DENY TO THE HEADMASTER, AND OTHER PRODUCTS FOR WHICH THE BOARD CHOOSES TO HOLD ITSELF, AND NOT THE HEADMASTER, DIRECTLY RESPONSIBLE.) (ANNUAL TARGETS ABOUT INTEGRITY OR COMPLETENESS IN THESE AREAS SHOULD BE ARTICULATED EITHER BY EXPANDING THIS POLICY OR ESTABLISHING A SEPARATE POLICY TITLED, FOR EXAMPLE, “ANNUAL GOVERNANCE WORKPLAN.”) 20 GOVERNANCE PROCESS POLICY 4.3 POLICY TITLE: A G E N D A P L A N N I N G To fulfill its role, the Board will prepare and follow an annual work plan that (1) completes a reexploration of Ends policies each year and (2) continually improves Board performance through Board education, enriched input and deliberation. Accordingly: 1. The Board’s annual planning cycle will conclude each year on the last day of April (suggest three months prior to end of fiscal year) so that administrative planning and budgeting can be based on accomplishing a one-year segment of the Board’s most recent statement of long-term Ends. 2. The cycle will start in May with the Board’s development of its work plan for the next year. A. Consultations with selected groups in the ownership, or other methods of gaining ownership input, will be determined and arranged in the first quarter, to be held during the balance of the year. B. Board education related to Ends issues (e.g. presentations by advocacy groups, staff, futurists, etc.), and education about governance and operational issues, will be determined and arranged in the first quarter, to be held during the balance of the year. C. The Chair will, at the commencement of the Board’s annual planning cycle, prepare and present for the Board’s consideration a tentative agenda plan for the following year’s meetings. 3. The Chair will determine the agenda for any particular meeting, although Board members may request or recommend any appropriate matters for Board consideration. A. A Board member may recommend or request a matter for Board discussion by submitting the item to the Chair at least 14 days prior to the regularly scheduled Board meeting. B. The meeting agenda and packet are to be received by Board members at least 7 days prior to the scheduled Board meeting. C. By an affirmative vote of a majority of those present at a meeting, additional matters may be added to the agenda of any regular Board meeting. 4. The Board will attend to consent agenda (or, “required approval”) items (those items delegated to the Headmaster yet required by law or contract to be Board-approved) as expeditiously as possible. 5. At any meeting prior to which monitoring reports have been received, the Board will determine by vote whether a majority of members judge each report to have demonstrated fulfillment of a reasonable interpretation of the applicable policy. 6. Headmaster remuneration will be decided during the month of March (to be effective August 1), based on a summary/review of the Board’s judgments of monitoring reports received during the last year. 21 GOVERNANCE PROCESS POLICY 4.4 POLICY TITLE: C H A I R / C H I E F G O V E R N A N C E O F F I C E R ’ S R O L E The Chair/Chief Governance Officer (CGO) assures the integrity of the Board’s process. Accordingly: 1. The Board expects the CGO to see to it that the Board behaves consistently with its policies and those legitimately imposed upon it from outside the organization. A. B. C. 2. Meeting discussion content will include only those issues that clearly (according to Board policy) belong to the Board to decide, consider, or to monitor. Information that is not for monitoring performance, Board education or Board decisions will be avoided or minimized and always noted as such. Deliberation will be fair, open, thorough, timely, orderly, and kept to the point. The CGO is authorized to make decisions consistent with the Board’s Governance Process and Board/Management Delegation policies, with the exception of (a) employment/termination of the Headmaster, or (b) instances where the Board specifically delegates portions of this authority to others. The CGO is authorized to use any reasonable interpretation of these policies. A. The CGO is empowered to preside at Board meetings with the commonly accepted power of that position, such as ruling and recognizing. B. The CGO has no authority to make decisions within the Board’s Ends and Management Limitations policy areas. Therefore, the CGO has no authority to supervise or direct the Headmaster. C. The CGO may represent the Board to outside parties in announcing Board-stated positions and in stating decisions and interpretations within the area delegated to her or him. D. The CGO may delegate this authority but remains accountable for its use. E. The CGO may appoint Board members to serve on Board Committees and as Chair of such committees, except where specified otherwise in Bylaws or Board policies. 22 GOVERNANCE PROCESS POLICY 4.5 POLICY TITLE: B O A R D M E MB E R S ’ C O D E O F C O N D U C T The Board commits itself and its members to ethical, professional, and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members. Accordingly: 1. Board members must demonstrate loyalty to the interests of the entire ownership, unconflicted by loyalties to segments of the ownership, staff, other organizations, or any personal interests as a consumer of the organization’s services. Board members are accountable for discharging their duties honestly and in good faith. Board members shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Board members must avoid conflict of interest with respect to their fiduciary responsibility. A. There must be no self-dealing or any conduct of private business or personal services between any Board member and the organization. (Or… except as procedurally controlled to assure openness, competitive opportunity, and equal access to inside information.) When the Board is to decide upon an issue about which a member has a conflict of interest, that member shall disclose the conflict to the Board and absent herself or himself without comment from not only the vote but also from the deliberation. Board members must not use their Board positions to obtain staff employment for themselves, family members or close associates. Should a Board member apply for staff employment, he or she must first resign from the Board. Board members will annually complete a form disclosing their involvements and interests that could give rise to a conflict of interest, including but not limited to roles as Trustees or officers of other organizations, substantial business/investment holdings, or other transactions or affiliations with businesses and other organizations or those of family members. Board members’ interaction with the Headmaster or with staff must recognize the lack of authority vested in individuals except when explicitly Board authorized. Board members’ interaction with public, media or other entities must recognize this limitation and that Board members are not to speak for the Headmaster, or to speak for the Board except to repeat explicitly stated Board decisions. Except for participation in Board deliberation about whether the Headmaster has achieved any reasonable interpretation of Board policies, Board members will not publicly express individual judgments of performance of employees or the Headmaster. 2. 3. B. C. D. 4. Board members must not attempt to exercise individual authority over the organization. A. B. C. 5. A Board member aware of credible information that suggests that a Board policy has been violated, by either the Board or the Headmaster, has an affirmative obligation to bring the concern to the Board’s agenda for monitoring. Board members must respect the confidentiality appropriate to issues of a sensitive nature. Board members will support the legitimacy and authority of the final determination of the Board on any matter, irrespective of the member’s personal position on the issue. 23 6. 7. GOVERNANCE PROCESS POLICY 4.6 POLICY TITLE: T R U S T E E S ’ I N D I V I D U A L R E S P O N S I B I L I T I E S The individual and collective participation of its members is integral to the leadership success of the Board. Therefore, each Board member is expected to fulfill the following responsibilities: 1. Attendance — As effective deliberations and decision-making require collaboration and participation, Board members are expected to attend or electronically participate in a minimum of fifty percent (50%) of the Board’s regularly scheduled meetings in any fiscal year. Failure to do so will constitute that member’s resignation from the Board. A. 2. In case of extenuating circumstances, a Board member may request a waiver to this provision. These waivers may be granted only by vote of the Board. Preparation and Participation — Board members will review agenda materials in advance of Board and committee deliberations and will participate productively in discussions. Members as Individuals — The Headmaster is accountable only to the Board as a whole, and not to individual Board members. Therefore, the relationship between the Headmaster and individual members of the Board, including the CGO, is collegial, not hierarchical. Volunteerism — As the Headmaster is responsible for operational activities and results, members of the Board choosing, as individuals, to volunteer in operational capacities are subject to the direct supervision of the Headmaster or responsible staff person. Contributions — Each Board member is expected and required to make an annual financial contribution as a tangible demonstration of their commitment to the organization. The demonstration of support, rather than the amount of the contribution, is of principal importance. Board members are expected to contribute within their individual means. Participation in Organizational Activities — A. In addition to Board meetings, Board members are expected to attend the following events/functions: i) Graduation ii) Fundraising events B. Board members are also encouraged to attend the following events/functions including, but not limited to: i. Athletic events ii. Fine arts events iii. All other extracurricular events iv. Open house events v. Registration vi. Parent club meetings 24 3. 4. 5. 6. GOVERNANCE PROCESS POLICY 4.7 POLICY TITLE: B O A R D C O M MI T T E E P R I N C I P L E S Board committees, when used, have one essential role—to strengthen and support the work of the Board as a whole. Board committees are not to interfere with delegation from Board to the Headmaster, or from the Headmaster to other staff. Accordingly: 1. 2. Board committees may be established to help the Board do its job, not to help, advise or exercise authority over staff. Board committees most commonly assist the Board by undertaking activities not delegated to the Headmaster, by preparing policy alternatives and implications for Board deliberation, or by performing specific monitoring functions. Board committees may not speak or act for the Board except when formally given such authority for specific and/or time-limited purposes. The Board will carefully state its expectations and committee authority (in the “Board Committee Structure” policy) in order not to conflict with authority delegated to the Headmaster. Because the Headmaster works for the full Board, he will not be expected to obtain approval of a Board committee before an executive action. This policy applies to any group formed by Board action, whether or not it is called a committee and regardless of whether the group includes Board members. This policy does not apply to committees formed under the authority of the Headmaster. 3. 4. 5. 25 GOVERNANCE PROCESS POLICY 4.8 POLICY TITLE: B O A R D C O M MI T T E E S T R U C T U R E A committee is a Board committee only if its existence and charge come from the Board, regardless of whether Board members sit on the committee. The only Board committees are those which are set forth in this policy. Unless otherwise stated, a Board Committee will cease to exist when its task is complete. Unless otherwise specified, the Headmaster, or his/her staff designee, will serve as a nonvoting member of each committee. 1. Nominating (Board Development/Governance) Committee A. Product #1: Properly screened slate of potential Board members and proposed slate of officers as needed, recommended to the Board no later than April of each year. Product #2: Upon election of new Board members, arrangement of orientation/training of Board members (or, in some cases, candidates for Board membership) in the Board’s governing process and strategic issues of the Board’s choosing. Product #3: Recommendations brought forth for Board consideration regarding additional Board training opportunities that enhance the Board’s governance capabilities. B. Composition: Membership of this committee shall be chosen by the Board annually no later than December of each year. The committee will elect its own chair. 2. Audit and Finance Committee A. Product #1: Oversee and assist in the management of the school’s financial resources. Product #2: Confirmation of auditor’s independence, and recommendation to Board for engagement of auditor by no later than June 30 of each year. Product #3: Annual specification of scope of audit, prior to outside audit, consistent with Board monitoring policy, including approval of any permitted non-audit services to be provided by the independent auditor. Product #4: Review with the independent auditor of any problems encountered performing the audit, and of any management letter provided by the auditor. Product #5: Recommendations for Board consideration regarding revisions to the Board’s fiscal policies. Composition: The Audit and Finance Committee Chair shall be the Board Treasurer. Membership of this committee will be as chosen by the Board Treasurer subject to the approval of the Board Chair. Product: Oversee and assist in the preservation and development of Landmark’s real estate, facilities and buildings; make recommendations to the Board of Trustees in accordance with Landmark’s Long Term Master Plan. Composition: The Chair of the Property Committee will be chosen annually by the Board Chair. Membership of the Property Committee will be chosen by the Property Committee Chair, subject to the approval of the Board Chair. 26 B. 3. Property Committee A. B. 4. Headmaster Compensation Committee A. Product #1: Annual Headmaster compensation package alternatives for Board consideration. To be presented to the Board in a timely manner to allow final action to be taken by both parties by May 1 and no later than 90 days prior to the expiration of the current Headmaster employment contract. Product #2: Accompanying the options for Board consideration, data as to comparable compensation for similarly qualified persons in functionally comparable positions at similar organizations. Product #3: Contemporaneous documentation and recordkeeping with respect to the deliberations and decisions regarding Headmaster compensation. Product #4: Monitoring Headmaster performance per Policy 3.4, and other appropriate policies. B. Composition: This will be a committee headed by the Board Chair. Members will be chosen by the Board Chair, comprised of Board members only. 27 GOVERNANCE PROCESS POLICY 4.9 POLICY TITLE: B O A R D S I Z E / N O MI N A T I O N / E L E C T I O N The Board is to maintain a size of 7 to 15 elected members per the Bylaws. The Board Nominating Committee will properly screen and nominate, for Board consideration, the Board Chair, Vice Chair, Secretary and Treasurer, and individuals to fill vacancies on the Board. Accordingly: 1. No later than the December meeting, the current Board will elect a Board Nominating Committee consisting of Board members only. It will elect its own chair and solicit suggestions for Board nominees. By no later than the April meeting, the Board Nominating Committee will qualify potential Board nominees. A. At the May meeting, the Board shall: i. Approve or disapprove the Board Nominating Committee’s nomination for new Board Chair, Vice Chair, Secretary and Treasurer (biannually, or as needed); ii. Approve or disapprove the Board Nominating Committee’s nominations for new Board members. iii. If more nominees are approved than slots are available, the Board will rank nominees in the order in which they should be approached until available slots are filled. Nominees will be approached only after Board approval and then shall be given the invitation to serve along with conditions of service. iv. Individuals may not be nominated or serve if they or their spouse are employees of LCS (excluding substitute teachers, bus drivers and outside coaches) or are contract employees. 2. 28 GOVERNANCE PROCESS POLICY 4.10 POLICY TITLE: G O V E R N A N C E I N V E S T ME N T The Board will consciously invest in its ability to govern competently and wisely. Accordingly: 1. Board skills, methods, and supports will be sufficient to assure governing with excellence. A. B. C. 2. 3. Training and retraining will be used appropriately to orient new members and to maintain and increase existing Board member skills and knowledge. Outside monitoring assistance, including fiscal audit, will be arranged as needed so that the Board can exercise confident control over organizational performance. Outreach mechanisms will be used as needed to ensure the Board understands owner viewpoints and values. Costs will be prudently incurred, but sufficient to ensure the development and maintenance of superior governance. The Board will be consulted by the Headmaster each year to establish its governance budget for the next fiscal year. 29