Excerpt “Chapter 3: E-governance is Good Governance ...agb.org/sites/default/files/legacy/u16/Tab5 ConcurrentResources.pdf · e-governance is good governance 49 Conf Call e-Mail

Excerpt “Chapter 3: E-governance is Good Governance”

reprinted with permission by John Wiley & Sons Publishers, March 2011

chapter 3

E-governance Is Good GovernanceIMPROVING NONPROFIT BOARD LEADERSHIP

THROUGH ONLINE TECHNOLOGY

DOTTIE SCHINDLINGER AND LEANNE BERGEY

Picture the ideal board of directors, one that is fully engaged in the steward-ship of the nonprofit’s mission—a board that is interactive in its governance

role, without relying solely on printed reports for business intelligence. Thisboard would be informed well in advance of each meeting on the key issues tobe discussed and resolved. Members would collaborate between meetings andinform the agenda. They would have quick access to current financials, perfor-mance benchmarks, policies, and other information. They would be confidentthat the information they see is accurate, current, and reliable. Their decision-making process would be transparent, and members would be accountable forindividual and collective actions.

Web 2.0 Enters the Boardroom

At its core, the concept of e-governance is about good governance. With thewidespread adoption of e-governance in the nonprofit sector, there is a paradigmshift as boards move from passive consumers of historical data to active partici-pants in knowledge creation and management. With e-governance, nonprofitshave the potential to cultivate the ideal board.

E-governance is paving the way for this evolution in much the same waythat Web 2.0 changed the way we communicate. Gone are the days when werelied solely on snail mail to share information---we now regularly share photosand videos online; we blog, podcast, chat, and post messages on others’ “walls.”E-governance begs this question: With the wide variety of online, real-timecollaboration people enjoy at home and at work, why would boards of directors

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46 effective management and leadership tools

still rely only on traditional methods of communication? Organizations are askingthemselves this question, and the industry is responding with online tools---suchas board portal technology---and strategies designed specifically to support goodgovernance.

What Is E-governance?

Although the initial use of the term “e-governance” dates back to the late-1990sInternet boom, the concept continues to evolve in the wake of widespreaduse of Web 2.0 technologies. In its earliest iteration, e-governance referredto the use of the Internet to deliver government information and services tocitizens---particularly in remote regions of the world---as a means to increase ac-cess to services as well as democratic participation.1 With the advent of Sarbanes-Oxley legislation in the United States, many corporate boards began adoptingsimilar principles to increase organizational transparency. Now, with governance-specific online technologies in use across the public, private, and not-for-profitsectors, “e-governance” can be defined as the strategic, conscious use of web-based technologies---particularly board portals---to improve governance.

Board portals offer a cohesive collection of web-based tools designed specifi-cally to address the needs of boards of directors (Figure 3.1). Most board portalsare online software-as-a-service solutions in which board members can store andretrieve documents, access real-time information, and connect with one another,thus allowing them to spend less time on routine tasks and more time focusedon strategy and policy. Portal solutions offer the ability to meet virtually, as wellas to enhance the productivity of face-to-face meetings. Although board portalsrange in terms of their features and pricing, all board portals have a commongoal: to provide boards of directors a platform for achieving good governanceby making their work more efficient and transparent.

This screenshot is of a typical board portal. The portal enables board membersto share documents, communicate, and collaborate online through a web-basedinterface.

E-governance in the Nonprofit

Sector: What’s Happening Now?

BoardEffect and the Alliance for Nonprofit Management teamed up in May2008 to conduct a survey on alliance members’ use of various online technolo-gies to facilitate board governance.2 The data collected tracked current boardcommunication methods, the usage and adoption rates of different tools, andthe effects that technology is having on board engagement. The results pro-vide insight into a shift currently under way---as more nonprofit organizations

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FIGURE 3.2 Total A nnual Contacts Source: BoardEffect.

begin adopting e-governance, they are realizing gains in their boards’ level ofefficiency, productivity, and engagement. Of the 17.6 percent of Alliance mem-bers who participated in the survey, 61 percent work for nonprofits; another33 percent were from for-profit organizations serving the nonprofit sector; andthe remaining 6 percent were from other organizations, including consultingfirms with both nonprofit and for-profit clients.

The survey asked what methods respondents were using regularly to com-municate with their boards (Figure 3.2), ranging from board portals to e-mailsand face-to-face meetings. The results show that nonprofits still rely mostly one-mail, phone calls, and face-to-face meetings to facilitate board communica-tion. However, although the percentage of nonprofit boards using board portalswas small, the number of annual board contacts made via board portals washigher than via conference calls, public web sites, password-protected sectionsof web sites, online groups, mailings, and faxes. Figure 3.2 shows the number ofannual contacts nonprofits have with their boards using various communicationvehicles.

The survey also found that board portal-driven communication happens morefrequently (at least once per month) than other methods (see Figure 3.3). Thisindicates that the organizations using board portals have a greater level of in-teraction with board members than those relying solely on other methods ofcommunication. Figure 3.3 shows the frequency of contact nonprofits have withtheir boards using a variety of communication vehicles.

e-governance is good governance 49

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FIGURE 3.3 Frequency of B oard Communicat ion, by MethodSource: BoardEffect.

In terms of the types of organizations using board portals, the survey foundno significant correlation between the size of the organization, average age ofboard members, or the size of the organization’s budget and board portal usage.In other words, the perception that an organization’s budget is too small or itsboard members or the organization itself too old to implement a board portalsolution does not seem to be accurate.

The survey also asked respondents to estimate their time and expenses tomanage the board’s work. The weighted annual cost came in at $7,500, andthe estimated cost in terms of staff time to facilitate the board’s work was evengreater. For example:

� About 70 percent of organizations require the efforts of two to five staffmembers to prepare board documents.

� More than 60 percent of nonprofits report that at least 10 hours per monthof staff time is spent on managing the board’s work.

� Approximately 20 percent reported spending more than 20 hours permonth of staff time managing the board’s work.

Even the most routine task, scheduling meetings, was reported to be laborintensive. More than half of all respondents reported that rescheduling meetingstakes two days of staff time, and another 18 percent reported that it takes between


7 and 14 days. The high cost---in terms of staff effort and the expense of creatingand disseminating board materials---is of great concern to many organizations,particularly in this era of heightened scrutiny and limited resources.

In addition, the survey found that information security---perhaps the mostpressing concern in corporate governance---is becoming an issue in the nonprofitsector, as well. Although one-third of respondents reported concerns aboutthe privacy and security of their board’s information and documents, mostrespondents also distribute information to the board in e-mail attachments, amethod of sharing information that is notoriously unsecure. The majority of therespondents who are concerned about information security rely primarily one-mail, faxes, and mailings to distribute information to board members; noneof these respondents used a board portal. The indication is that, as informationsecurity concerns continue to rise, nonprofits are likely to seek out more securecommunication methods such as board portals.

Board Portals: A Brief History

As with many online technologies, board portals began to fill a specific need,namely reducing the personal liability of corporate directors in the wake ofthe Enron and WorldCom scandals early in the 2000s. New rules and require-ments being handed down from every regulatory body---from the Securitiesand Exchange Commission to the U.S. Senate---meant that directors suddenlyfound themselves overloaded by information. Companies quickly realized theywould need a way to manage and organize documents, track communica-tions among directors, and filter important information so that it wouldn’tget “lost” in directors’ e-mail inboxes. Directors also needed to know thatthey were protected---that the information they had access to was of high-enough quality that they would be able to be accountable should somethinggo wrong.

Beginning in 2002, several voices in the United States began to clamor forsimilar changes in the nonprofit sector. A study by McKinsey & Companyin June 2002 calculated that the nonprofit sector could leverage an additional$100 billion a year by improving efficiency.3 Soon after, the U.S. Congress, theInternal Revenue Service (IRS), and a panel on the nonprofit sector compris-ing nonprofit leaders from across the country began issuing recommendationsfor ways to improve nonprofit management and governance, focusing on trans-parency, accountability, and efficiency. In 2008, the IRS implemented a newversion of Form 990---the form many nonprofits are required to file annuallyto the IRS---which required nonprofits to disclose their policies on conflicts ofinterest, document retention and destruction, and whistle-blower protection,and to identify whether the organization has a separate audit committee.


Nonprofit organizations now face increased scrutiny, tougher requirementsto keep their charitable status, and heightened public interest in how dollars arespent. As early as 2003, nonprofits began seeking technology solutions that couldhelp their boards govern more effectively. Some nonprofits, such as Gulf CoastCommunity Foundation of Venice, developed their own solution by adaptingexisting intranets.4 At the time, the cost of hosted online governance solutionswas perceived as too high for the nonprofit sector to absorb, with entry feesfor board portals hovering around $25,000 per year.5 However, with the recentadvent of lower-cost board portals and the increased availability of nonprofit-specific options, more nonprofits began taking the leap, with an estimated5 percent of the sector using board portals by June 2008.6

Board portal usage is on the rise in general---recent studies show that the num-ber of companies using board portals grew from 12 percent in 2005 to roughly26 percent in 2007.7 Recent articles and workshops offered by BoardSource, anationally recognized capacity-building agency specializing in nonprofit boardgovernance, demonstrate that more nonprofits are beginning to take notice ofe-governance and to investigate the options available.8 The usage of this newtechnology in the nonprofit sector is likely to increase at rates similar to those inthe corporate sector over the next three to five years.

Board Portal Features and Functionality

Although board portal software ranges widely in terms of price and industryfocus, the features and functionality portals offer tend to be similar. The followingsections discuss common features.

Personalized Dashboards and Alerts Most board portals offer a variety ofstrategies to keep directors updated on current issues, discussions, documentsfor review, action items, and financials. A common feature is the personalizeddashboard, which shows board members the items waiting for their time andattention the moment they log in to the portal. Items on the dashboard mightinclude personalized to-do lists, meeting scheduling requests, news items, up-coming events, messages from colleagues, and the most recent documents addedto the portal. Automated or manual alert systems are typically tied to e-mail---notto distribute board-related materials (which would bypass the security measuresbuilt into board portals) but to alert board members that something is awaitingtheir attention in the portal.

Meeting Materials and Policy Documents As compliance regulations andaccountability requirements have increased for board members, board portalcompanies have focused heavily on document management solutions. With fewexceptions, board portals provide strategies for uploading and downloading,


organizing, archiving, editing, and deleting documents securely through theweb. Board members log in to find materials for the next meeting and are ableto read, annotate, and download or print the files as needed.

Online Collaboration and Virtual Meetings Most solutions include avariety of collaboration tools designed to enable directors to enhance the pro-ductivity of face-to-face meetings by allowing purely routine work to happenbetween meetings rather than at meetings. Online discussion forums, privateworkrooms for committees, shared calendars, resource libraries, and group edit-ing of documents can be used both during and between meetings to help boardmembers complete their work. When virtual meetings do occur, web confer-encing, chat, and instant messaging can be used to help individuals interact moreeffectively, especially as online meetings often occur without the benefit of eyecontact and body language.

Electronic Voting and Record Keeping Although the rules on electronicvoting for nonprofit boards differ state by state, most board portals offer someform of electronic voting functionality. For organizations in states that acceptelectronic voting, the board portal can assist in disseminating the motion, collect-ing and recording the votes, and exporting the results into the official minutes.

Security and Data Recovery Selecting an online, hosted solution typicallyoffers the benefit of redundant data storage, regular backups, and data recovery inthe event of an accidental loss of data. The security options often increase with thecost of the board portal, with the most expensive solutions providing dedicatedservers, restricted Internet protocol addresses, and rotating access credentialsfor users. Still-secure, but less expensive options focus on secure-sockets-layer(i.e., SSL) encryption, unique usernames and passwords for users, and securitycertification for the hosting facility. Options to add security to specific documentsand secure messaging is also offered in some board portals.

Board Portals: Promise and Pitfalls

Boards that have implemented e-governance are reporting satisfaction in meetingtheir governance goals, but as with any technology, there are challenges. A studyconducted by the Society of Corporate Secretaries and Governance Professionals(summarized in Table 3.1) highlights some of the benefits and challenges oforganizations that have implemented e-governance solutions.9 This study, alongwith articles in publications such as BusinessWeek and the Wall Street Journal pointout that, though board portals offer a great deal in terms of increased efficiency,their adoption can be a slow process.10 Critical to success is having a concrete


TABLE 3.1 A D A P T ED FR OM S OCIETY OF CORPORATE S ECRETARIES ANDG O V E R N A N C E P R O F E S S I O N A L S ’ R E S E A R C H

Benefits Challenges

• Real-time collaboration and communicationamong board members

• Efficient facilitation of scheduling, organizing,and distributing information for corporateboard meetings

• Quick and easy access to the latest corporateinformation and company updates; currentand historic company records; and key contactinformation

• Cost and time savings by eliminating the needto create and distribute last-minute updates toboard binders

• Instant access to all proposed and approvedminutes and resolutions

• Flexibility to facilitate the delivery ofinformation to board members duringunexpected or unplanned travel

• It takes time to see true efficienciesin the process; implementing a boardportal can require more work up front.

• Content has to be selected carefully;some documents don’t lendthemselves to online review.

• Usability is key -- the portal has to beintuitive for members to use, andproviding training is a must.

Source: Society of Corporate Secretaries and Governance Professionals, New York, NY. “Developing a webPortal for the Board: A Research Paper from the Corporate Practices Committee,” originally conducted in2005 with updated data collected in 2007.

plan for implementing e-governance that clearly identifies the needs, goals, andcore group of users and that introduces the new technology in stages.

Successfully Implementing

E-governance

Making any significant change, particularly a change to long-standing groupprocesses and procedures, takes time. Implementing an e-governance solutionsuccessfully requires strategic decisions and careful planning. There must bealignment between the needs of the board and the technology selected. Orga-nizations that randomly select an e-governance solution without planning theimplementation process are not likely to realize large gains.

Developing a Plan

Research on the best practices for implementing portals shows that the mostsuccessful ventures are those that were carefully planned, researched, rolled outin phases, and then evaluated against the original goals.11 Figure 3.4 shows this


1. PLAN - Identify Needs & Goals - Identify Core Users - Get Buy-in

3. ROLL OUT - Populate Content - Provide Training - Monitor Performance

4. EVALUATE - Analyze Results - Match Results to Goals - Re-inform Plan

2. RESEARCH - Match Solutions to Needs - Explore/Weigh Options - Select Tool(s) - Identify Phases for Rollout

Utilizing a cyclical planning processto implement e-governance successfully

FIGURE 3.4 Uti l iz ing a Cycl ica l P lanning Process t o ImplementE-governance Successfu l ly Source: BoardEffect.

approach as an ongoing cycle involving four steps that are repeated every two tofour years, depending on the time line for implementation (see Figure 3.4).

Step 1: Plan The board of directors and executive staff should work togetherto identify the specific needs and goals for an e-governance solution. Asking coreusers about their pain points---specific processes that are onerous to undertake,are inefficient, are difficult to achieve in a timely way, or are otherwise in needof improvement---can provide a list of measurable goals that the e-governancesolution must meet. For example, a goal might be to reduce the amount ofstaff time devoted to preparing board-meeting materials by 50 percent within ayear. The more specific and tangible the goals, the easier it will be to evaluatee-governance options.


Equally important is identifying the core users for the e-governance solution---most often, the organization’s board members and staff members who serve asliaisons to the board. The core group of users should review the goals to ensurethey fit reality. At the end of the day, the core group of users will determine thesuccess or failure of the e-governance solution---their buy-in to the concept ofe-governance in general, and to a specific solution in particular, is critical tosuccess.

Step 2: Research Once the goals and needs have been identified, list themin a chart to assist in evaluating specific e-governance solutions (see Table 3.2).Weigh the specific options available against the list of goals and needs to find thebest fit.

While you narrow the options available, have the core user group sit in onone or two short product demos. This is an important step to ensure that thesolution truly fits their needs and gain buy-in for a particular solution.

Step 3: Roll Out As the research process wraps up, a plan for the rolloutshould be in place. Time should be allocated to populate the new e-governancesolution with content that is meaningful and valuable to the core users beforeit is introduced to the entire board. Content may include news items, policydocuments, meeting materials, forms needing to be completed, calendar ap-pointments, user contact information, topics for discussion and more. What isuploaded prior to the rollout should in part be determined by the goals identifiedduring the planning phase. For example, if one of the goals was to provide moretimely access to proposed meeting agendas, then focus energy on uploadingmeeting materials.

The best rollout plan introduces specific features and functions of thee-governance solution in stages---combined with appropriate training---toaddress the most important and urgent goals (see Figure 3.5). Other featuresshould take a backseat and be introduced at a later date, once the most pressingneeds have been addressed.

The example in Figure 3.5 of a phased rollout plan demonstrates how boardportal features can be introduced in stages for a smooth implementation.

Step 4: Evaluate Use the data collected during rollout to evaluate the advan-tages or limitations of the e-governance solution; compare the actual measure-ments (e.g., staff time preparing meeting materials) with goals to determine howthey measure up. Be careful not to confuse the technical performance of thee-governance solution with the board’s ability to use and adapt to new processes.For example, if the e-governance solution fails to reduce the staff time requiredto prepare meeting materials, examine the specific steps involved to determinehow the e-governance solution supported or inhibited the process.


TABLE 3.2 E - G O V E R N A N C E S O L U T I O N R E S E A R C H , W O R K S H E E T

NEEDSSOLUTION 1:Sample

SOLUTION 2: SOLUTION 3: SOLUTION 4:

Time required forsetup and rollout

Initial setup is 5--7business days;another 3 weeks onour end to populatecontent

Training ordocumentationprovided

Training providedfor administrators,training for theboard for an extrafee; user manualincluded in price

Able to reduceamount of stafftime required tocreate meetingbooks

Meeting books canbe created fromvarious documentsand compiled into asingle PDF; able tocreate a templatefor future meetingbooks to save time

Shared calendarintegrates withpersonalcalendars

Web-basedcalendar; able tosave appointmentsto Outlook

Meetingschedulingcapabilities

RSVP feature wheremembers can voteon dates and addcomments

Private workspace forcommittees

Committeeworkroom for justcommitteemembers; includesmeeting bookfunctionality andcalendar forcommittees

Works ondifferentbrowsers andplatforms

Explorer versions6--8, Chrome,Firefox (allversions), Safari;PC, Mac, Linux

Able to becustomized

Customizationavailable foradditional fee

Able to be rolledout in phases

All functionality isturned on; we canintroduce functionsin phases

Source: BoardEffect


Board Portal Implementation Plan

Online New MemberOrientation

Virtual Meetings &Online Deliberation

Committee Workspaces

Meeting Scheduling &Shared Calendar

Online MeetingMaterials

TIME and TRAINING

Phase 1:Jan. - Mar.

Phase 2:Apr. - Jun.

Phase 3:Jul. - Dec.

Phase 4:Jan. - Jun.

Phase 5:Jul. - Dec.

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FIGURE 3.5 B oa rd P orta l Implementat ion Plan Source: BoardEffect.

Armed with more information on the outcomes of the initial e-governanceimplementation, the original plan should be revisited to assess if there are anynew pressing needs. Invariably, as board members cycle off the board and newmembers arrive, new priorities will make themselves known. Use the cycleapproach of planning, research, rollout, and evaluation to ensure that the returnon the organization’s investment can be maximized.

E-governance and Board

Engagement: What to Expect

Despite the newness of e-governance in the nonprofit sector, organizations arealready beginning to see an impact on their boards’ ability to govern well.In recent interviews with nonprofits that have implemented board portals,


respondents identified an increase in their boards’ efficiency, improvements incommunication, and a recommitment to best practices in governance.

Increased Efficiency and Effectiveness

The creation of meeting materials, board manuals, and reports can be laborintensive and inefficient. The traditional process, typically coordinated by staff,can take weeks as written reports are assembled into a meeting book that numbersin the hundreds of pages. Board members might receive this information as late asthe day before the meeting as staff scramble to collect and collate the documents.With only hours (or minutes) to review copious information, boards oftendedicate meetings to walking through meeting book content to get directors upto speed. By the time the documents have been reviewed, there is typically littletime left to perform the governance role: that of careful oversight, deliberationon strategic issues, and policy setting.

It was this type of experience that led the Enterprise Center (TEC) to im-plement a board portal solution.12 The Enterprise Center, founded in 1989by the Wharton Small Business Development Center, provides a portfolio ofbusiness-acceleration services designed to better position minority enterprisesto compete in the local, regional, and global economies. Like many nonprof-its, TEC is underresourced and understaffed. Demands on staff time are greatand, remaining true to its mission and constituency, TEC prioritizes programdelivery above all else. Subsequently, administrative and managerial duties canbe difficult to manage. Among the first of the tasks TEC sought to trim weredocument management, planning, and communications for TEC’s board of di-rectors. These labor-intensive activities at times demanded the full attention ofboth TEC leadership and administrative staff.

Now, with a board portal solution fully implemented, meetings are scheduled,RSVPs are tracked, meeting books are distributed, and online votes are held---all through the portal. The subsequent savings in staff time has allowed TEC tocompletely reorganize its administrative staffing structure, and board relations andcommunications no longer require a significant portion of any one staff person’swork portfolio. Further, direct costs including express delivery of documents,paper, and publishing have been virtually eliminated. Management estimated a660 percent return on the annual investment. According to TEC’s president,Della Clark, “Basic board engagement has been reduced to a few points andclicks of the mouse. When we now spend time with our board, we can spendthat time on substantive topics and decision making, not document review.”13

Secure, Targeted Communication and Group Collaboration

Board portals have the potential to change the nature of conversations withthe board. Once routine needs are being met in a more efficient way, board


communications can focus on more significant issues. As Olivia Selinger, Di-rector of Governance for the Girl Scouts of Eastern Pennsylvania, put it, “[Ourboard portal] did not necessarily foster more communication, just made com-munication more efficient. The portal has changed the content and quality ofcommunication between board and staff.”

Communication between board members and staff at nonprofits can be verytime consuming. In our survey of nonprofits on board communication practices,we saw that even the most routine communications, such as scheduling meetings,can take hours, days, or even weeks of staff time. Because most nonprofits useone-to-one phone calls as a primary means of communicating with their boardmembers, who often number in the dozens, we estimate that nonprofit staffpeople spend several weeks of every year engaged in routine communicationwith the board. In addition, the communication methods that nonprofits relyon, especially one-to-one phone calls, circumvent group deliberation and putthe onus on one or two individuals to report on what was said and heard. E-mailcommunication, though it has the potential to be more egalitarian, can quicklylose its edge when one person decides not to reply to all and the thread of aconversation is eternally lost.

E-governance offers a way out of this trap. When board members have equalaccess to information and equal opportunity to comment, discuss, and reviewothers’ ideas, they have a greater ability to collaborate. Board portals also helptake some of the sting out of routine communications by offering meetingscheduling functions, group polls, online discussion forums, real-time meetingcapabilities, and an easy way to connect with the entire group. Conversationsheld in board portals can be archived and maintained for future reference ratherthan languishing in a single board member’s e-mail inbox.

Transparency, Accountability, and Renewed Engagement

In this era of increased scrutiny and accountability, e-governance offers a wayto improve not just the efficiency of the board’s work but also the quality ofits actions. As Olivia Selinger points out: “Changes in the [IRS Form] 990and increased public attention to governance matters have enhanced conscious-ness and raised awareness of board responsibility. Through [our board portal],we’re fostering best practices by making it easy [for board members] to stayorganized and see current information well before meetings. . . . Our invest-ment in e-governance tells board members that we value their contributions andinvolvement in governance.”14

In addition, TEC found that using a board portal helped increase the organi-zation’s transparency and ability to manage knowledge transfer; staff turnover nolonger affected board relations and communications. As the board has a portal,not a liaison, more sensitive documents could be shared than through e-mail,


and specific documents could be further protected and viewable only to selectedcommittee members. As S. Jonathan Horn, former co-chair of TEC’s board ofdirectors and principal at Deloitte Consulting, wrote, “We’ve seen a real increasein board activity and commitment in the last year. We’ve been doing a lot ofthings to make that happen and [our board portal] really facilitated the increasedactivity.”15

The Girl Scouts of Eastern Pennsylvania have also seen how a board portalallows the organization’s board to be more accountable to policies set at thenational level. Olivia Selinger was particularly concerned with finding ways toensure her board members could remain updated even as policies are changing:“[Our board portal] makes it easier [for board members] to know what they needto know when they need it. For instance, [they] don’t need a 100-page boardmanual in front of them. . . . If you provide a hard-copy board manual to a newboard member, it either requires constant updating or it will be two-years-oldby the end of the director’s term. Both we and our national organization updatepolicies regularly, so [we] change files [in the portal] to ensure they’re up to datewhenever board members might look for them.”16

E-governance, as realized through board portals, has the potential to create aparadigm shift away from the idea that board members merely review informationand toward the idea that information is the fuel that powers good governance.With e-governance, the ideal board is easier to picture; e-governance is goodgovernance. When board members are empowered with a platform designedto make their job easier, more secure, and efficient, increased effectiveness isa natural outcome. When given a secure environment to sharpen and deepentheir communication and collaboration, they can capture the essence of greatideas, which will later grow into thoughtful substantive plans. When the toolsfor interactivity are carefully and consistently introduced, an enlivened, fullyengaged board is within grasp. E-governance is more than just the next makes-sense technology; it is the next logical step in the nonprofit sector’s quest forgreat governance.

Dottie Schindlinger, Vice President of E-governance for BoardEffect Inc., is anexpert on the impact of e-governance in the nonprofit sector. She has workedin the nonprofit sector for more than 15 years, first developing projects forthe Pennsylvania Humanities Council and later certificate programs for theNonprofit Center at La Salle University. She joined Verve Internet Solutions in2005 to help nonprofits meet their missions more effectively through onlinetechnology. During her tenure, Schindlinger was instrumental in developingBoardEffect, a secure online portal and information management system for


boards of directors. She is a frequent national and international presenter andwriter on e-governance in nonprofits. She received her bachelor’s degree fromthe University of Pennsylvania and holds certificates in nonprofit managementand board leadership from the Nonprofit Center at La Salle University’s Schoolof Business.

Leanne Bergey, Chief Strategy Officer for BoardEffect Inc., is a national experton emerging trends in online technology for mission-based organizations. Anentrepreneur and lifelong educator, she lead the research and developmentprocess for BoardEffect. She founded Verve Internet Solutions in 1996, anInternet-solutions company that served nonprofits in the Greater Philadel-phia region, leveraging her background in marketing, strategic planning, andtechnology to transform business processes in the nonprofit sector. For hersuccess in growing Verve and establishing BoardEffect, Bergey received theprestigious 40 Under 40 award from the Philadelphia Business Journal, whichrecognized her accomplishments as a successful leader and entrepreneur.Bergey earned her bachelor’s degree at Dickinson College.

7s e p T e M B e r / O C T O B e r 2 0 1 0

L e g a L S Ta n d P o I n T

When an employee posts a comment about an internal management squabble on Facebook using a university computer, should the policy give the institution the right to obtain access to that account from Facebook?

M ost people over 25 years old do not use the vast array of new social-networking technologies—Facebook, Twitter, YouTube, wikis, avatars—as

much as our younger students do every day. Yet everyman holds the power of global publishing, even anonymously, and colleges must now grapple with intellectual-property issues, defamation, privacy concerns, and free-speech rights that arise when employees use these Web-based applications on university computers.

Higher-education institutions typically have adopted computer-use guidelines, commonly called “acceptable use” policies. Such policies, however, may not have been drafted with the new, robust Web-based technologies in mind. How should your institution deal with the following issues?

Expectations of privacy. Institutional computer-use policies or electronic-communication policies may already address the privacy expectations employees have when using university-owned computers. Courts generally will support a college’s right to access employee emails sent on its computers, provided that its policy clearly states as much, and importantly, provided that such actions are reason-able. Typical provisions might give a college the right to review without notice the content of anything written or stored on its computing systems to protect those systems. On the other end of the spectrum, the policy may prohibit reviewing an employee’s emails or Web-browsing history except when a health and safety issue exists, only with his or her consent, or in other narrow circumstances.

But these policies probably were not written with social media in mind. Courts are just begin-ning to address the expectations of privacy in such instances. For example, when an employee posts a comment about an internal management squabble on Facebook using a university computer, should the policy give the institution the right to obtain access to that account from Facebook? Checking in with legal counsel to understand the current thinking of the courts as cases emerge is helpful to avoid inadvertent intrusions into employees’ privacy.

Because of its sensitivity, setting forth institutional privacy expectations often requires more than a pronouncement. Many colleges also will need to vet

such policies through faculty governance groups or other campus stakeholders.

Excessive use of institutional computing resources. Excessive personal use by employees of institutional computing systems can be more difficult to manage now given the ease of communication and extent of information available on the Web via new social-networking opportunities. Although institutions can ban all personal use, an “occasional” personal-use policy usually is more practical. More-active manage-ment of employees’ productivity also can reduce work time employees may spend on the Internet for personal purposes.

Intellectual-property issues. Employees also now have more opportunities than in the past to disclose confidential material and trade secrets over univer-sity computers and networks. At a minimum, your policy should make clear that using social media cannot violate any other institutional policy.

Employer use of social media in the hiring process. Colleges, too, must understand that online postings are fraught with error and can form the basis for claims against an institution when used as part of hiring or disciplinary actions. Hiring officials should understand that conducting a Web search of an applicant’s name may not yield accurate informa-tion on which a decision should be made, and blog allegations that might also be potential violations of work rules can be just plain wrong.

A word about students: Student postings may also trigger many legal issues and violate student-conduct codes. Such postings can convey threatening or suicidal thoughts, as well. How institutions deal with these issues is also ripe for discussion.

Framing acceptable-use policies to include all computer-based applications, without specially dealing with social media, can make it easier to keep up with rapidly expanding technologies. The down-side is that they may not be specific enough to provide guidance to employees or satisfy a court. Whether or not an institution adopts a special policy dealing with social media, presidents and trustees would be wise to understand how these technologies can impact their institutions’ reputations and legal interests.

Pamela J. Bernard is vice president and general counsel of Duke University ([email protected]).

B y P a m e l a J . B e r n a r d

Does Your Institution Need a Social-Media Policy?

1

Legal Primer for

College and University Board Professionals

and Trustees

© Mary E. Kennard, 2011

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Legal Primer for College and University Board Professionals and Trustees

Introduction Board professionals perform a vital function for their institutions. In today’s legal environment, it is imperative that board professionals have the resources to do their work effectively and in accordance with the law. This legal primer is designed to provide concise legal information on a variety of topics pertinent to the work of Board professionals. The primer, in addition to providing general information on applicable laws, provides guidance and assists Board professionals in managing the work of the board and maintaining the corporate record of their institutions. The summaries of the law presented in this primer are general common law principles, or a summary of pertinent federal regulations that affect the work of any college or university board. There is no discussion of local, municipal laws or state laws which may also pertain to the subjects presented in the primer. This primer is not intended to substitute for legal advice from legal counsel and Board professionals are encouraged to consult with counsel for more specific information on any of the subjects discussed in this primer.

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Acknowledgements This primer was prepared by the author using a wide variety of resources and materials from the following member organizations. These organizations may be able to assist in providing additional information on issues discussed in this primer: National Association of College and University Attorneys; Association of Governing Boards of Universities and Colleges; American Council on Education; Association of Corporate Counsel; and National Association of Corporate Directors Special thanks to the reviewers Bethany J. Bridgham, Sr. Associate General Counsel for American University, and Merrill Schwartz, Director of Research, Association of Governing Boards of Universities and Colleges. About the Author Mary E. Kennard is the Vice President, General Counsel and Secretary of the Board of Trustees of American University in Washington, DC. ______________________________________

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Table of Contents 1. Meeting Management ……………………… 6

Manual and Handbooks…………………... 7 Meetings……………………………………. 8

Agendas………………………………. 8 Meeting Materials…………………… 9 Open Meetings……………………….. 9

Record Keeping…………………………… 10 2. Governance…………………………………... 12

Fiduciary Duty…………………………….. 13 Conflicts of Interest…………………. 14

Ethics Laws and Codes………………….... 15 Evaluations ………………………………... 15 Policy vs. Management ………………..…... 15 Whistleblower Complaints………………... 16

3. Committees……………………………………. 17

Committee Evaluations……………………. 18 Audit Committee………………………...… 18 Compensation Committee…………………. 19

Executive Compensation…………….. 20 Intermediate Sanctions………………. 21 Safe Harbor Provisions………………. 22 Excess Benefit Transactions…………. 23

Finance Committee………………………… 24 Governance Committee……………………. 25

Trustees Recruitment………………... 26 Committee Chairs……………………. 26

4. Board Office Management…………………… 27

Document Retention……………………..…. 28 Electronic Discovery………………….…….. 28 Gifts and Fundraising………………………. 29

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Gifts to Trustees………………………. 29 Insurance……………………………………. 30 Managing the Media…………………….….. 31 Volunteers…………………………………… 33 Work for Hire and Copyright……………… 33

5. Index…………………………………………... 35

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Meeting Management

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Manual and Handbooks There are a million process questions that are asked of board professionals. Writing down your answers and maintaining them in a “Board Manual” or, as I call it, an Opinion’s File helps ensure consistency of decision making. Following the same process each time a similar event occurs, helps prevent claims of arbitrary decision-making or even breach of contract. If your board decides to deviate from the practice or process they used previously, document in the manual or the minutes that the new process was being utilized and the rationale for changing to the new process. Your board manual should include:

The mission statement; Articles of Incorporation; Bylaws and each amendment (with the date of the amendment); Board polices (that deal with board governance and board practices); The annual budget of the institution; The last two years’ audited financial statements; Copies of the current insurance policies; The names, mail and email addresses, fax and telephone numbers of trustees; The same as above for the trustees’ assistants; The organizational chart of the institution and contact

information for the chief executive and key personnel; The charter for each board committees; A calendar of events relevant to trustees; The institutions strategic plan; The committee member roster; Trustees’ classes and alumni designations; and personal information you should know about trustees, such as name of spouse or significant others, birthdays and names of

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family members, emergency contact information, allergies, dietary restrictions, and relevant medical conditions.

This is all important information that you may need in a crisis. Your board manual is good risk prevention. Having material captured electronically on the web or portable device is a plus but there is no substitute for the standard three ring binder. Meetings All US corporations are required to have at least one annual meeting. Beyond the annual meeting, it is up to the board, or state statute, how many additional regular meetings are needed to carry out the board’s work. Special Meetings Special meetings may be necessary to carry out special, unique work. The bylaws of the board should spell out how a special meeting may be called and who has authority to call such a meeting. In some cases, a special meeting may be allowed at shorter notice, or may be called by a majority of members even if the board chair declines to do so. If a special meeting is being called, it is very important that the board follows its process for doing so. To do otherwise may invalidate the actions taken at the special meeting. Agendas Board and committee agendas should be prepared and approved by the chair and provided to members in advance of the meeting, to ensure that members have sufficient notice of the scope and purpose of the meeting. This ensures that the trustees can adequately prepare and fulfill their fiduciary obligation. Your agendas should provide at least the following:

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Beginning and ending times for the meeting; The meeting room number or location; A list of the members; and The agenda of topics to be discussed and/or acted on.

In reconstructing the board’s business decision, this may be an important document to prove that the discussion occurred or that the matter was addressed. These agenda can also be helpful in auditing the work of the board to ensure it is fulfilling its complete fiduciary duty. The agenda should indicate if the item is for discussion only or if action is expected. You may even want to identify the person who is expected to present each item, unless the normal course of business is that the committee chair presents the item. For additional related information see this Primer’s topic: Fiduciary Duty Meeting Materials Board materials need to be clear, concise and timely. A trustee should be honestly able to testify that he/she had adequate time to review and deliberate on a matter. The complexity and significance of the matter should determine the length of time and scope of materials a reasonable person would expect. In planning for board and committee meetings, it is critically important to ensuring trustee due diligence that the trustee has been given adequate time and materials for due deliberation. Open Meetings Most public institutions are required to have open meetings, where members of the public and press may attend. Each state has its

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own open meetings laws. Although the public may be able to attend the open session of a Board meeting, the state law usually permits a public board to hold some portion of the meeting in closed session, outside the purview of the public. Topics generally permitted to be discussed in closed session include:

Personnel decisions; Real estate transactions;

Labor union discussions; Litigation or legal matters; and Large gifts/donations.

Since state laws related to open meeting vary widely, it is important to consult relevant state laws for details on open meetings, and exceptions for closed sessions of public meeting. Merely because an open meeting is designated as such, does not give the public an automatic right to either attend the meeting or address the board. The board may set up rules governing how the public and press may attend (such as advance notice of attendance) and when, if at all, members of the public may address the board. Record Keeping The records of the board are the corporate business records of the institution. It is vital that these be both accurate and preserved by the institution. Even materials that supplement the board’s decision are important documents in establishing how the board made its decision and the material that was available at the time of the decision. Reports, and even electronic presentations, all make up part of the corporate record so be sure to find a way to preserve and protect this material as part of the total corporate record. In some civil claims, for example, the standard of proof is whether the institution acted reasonably. Proof of “reasonableness” may include showing what materials were reviewed as part of the

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decision, and whether the average person similarly situated would have made the same assumptions and reached the same decision.

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Governance

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Fiduciary Duty Every board has an obligation to exercise its fiduciary duty. It does so by ensuring that the institution is:

Achieving its mission; Enhancing institutional value; Exercising the highest level of integrity; Maintaining excellent working conditions; and Maintaining an environment appropriate for the benefit of students, faculty and staff.

In fulfilling its fiduciary responsibilities, the board is expected to: Select, compensate, and evaluate the chief executive officer (CEO);

Plan for the succession of the CEO; Approve the institution’s mission, strategic plan, goals and objectives; Annually review and approve its financial plan; and Assess the institution's performance against its mission, plans and finances.

In exercising its fiduciary responsibilities, the board should establish adequate monitoring procedures and practices designed to apprise them fully of information required in the exercise of their fiduciary responsibility. The board must exercise good faith in its dealings and act in a manner that it reasonably believes to be in the best interest of the institution. The board should spend a sufficient amount of time on institutional matters to prove that it has exercised its fiduciary duty seriously. Each board member, as a part of his/her fiduciary duty, is expected to confine his/her activities to those consistent with his/her role as

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a member of the board, and thus to avoid conflicts of interest which put the individual's interest ahead of the institution’s. For additional related information see this Primer’s topic: Conflicts of Interest Conflicts of Interest The board should require each trustee to disclose annually, and when circumstances change, any actual or potential conflicts of interest and define the term for board members and administrators. Annual conflicts of interest disclosures are now required by the IRS Form 990. In addition, annual disclosures by key institutional personnel are also helpful in ensuring that no trustee is engaged in an activity with a key manager which may affect the ability of the manager or trustee to do their respective work with fidelity to the institution. The revised Form 990 requires that institutions annually ascertain conflict of interest not only between trustees and management, but also between a trustee’s family members, direct business affiliates and the institution, as well as relationships between trustees. The board should review the Form 990 prior to its submission to the IRS. In addition to completing the certifications for the Form 990, it is good practice to maintain these annual disclosures as part of the corporate record. The board should have a procedure for reviewing and considering the relevance of any disclosed conflict in regard to matters on the board’s agenda.

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Ethics Laws and Codes Codes of ethics, whether proscribed by statute or written by the board, are not merely important to good governance, but can identify potential legal troubles before they become big trouble. Codes, at a minimum, should regulate compliance with standards of conduct, prohibited behavior, and governmental regulations. They may also define prohibited behavior, potential dishonesty, self dealing, or conduct which may have the actual or apparent affect of damaging the interest of the institution. Reporting violations Conduct codes should include a method for disclosure of conflicts, as well as reporting alleged violations without fear of reprisal or retribution (whistleblower protection). Prompt attention to handling claims is as important as having the code of conduct. Ensuring accountability for adherence to the code and non-retaliation policies are important to the viability of the code and protecting the institution from liability for misdealing. Evaluations Regular evaluation of the board is a good governance practice and a factor an insurance company may consider in setting the price for D&O insurance. Board evaluations should address board composition, committee structures, individual effectiveness, board processes and trustee responsibilities and expectations. Policy vs. Management The job of the board is to set policy. Board members must understand and respect the difference between their policy making work and the management responsibilities of the institution’s

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employees. When trustees step outside their role as policy makers, they run the risk of being deposed at trial for decisions they made. Accordingly, it is important to be sure that with the exception of some limited decision making authority vested exclusively in the Board, that trustees refrain from making administrative decisions. Sticking to the policy making role protects board members; should a legal issue arise, the administration would likely be called upon at trial to testify to the rationale for the decision. Since trustees may have limited terms, may be hard to locate at the time of trial, from a practical point of view, administrators who have a longer institutional tenure are better witnesses at trial. In addition, long serving administrators ensure institutional continuity of decision making. Whistleblower Complaints Since Sarbanes Oxley legislation was passed, boards of nonprofit and for-profit organizations are to provide employees and others make complaints in good faith against the administration or, , the board Boards should ensure that there is a formal process for complaints and for whistleblower protection. Most often whistleblower complaints are based on some financial

irregularity that may not easily be reported through the institution's normal complaint procedures. Whistleblower complaints should

be reported to the audit or the finance committee of the board, and then the actual investigation of the complaint conducted by an

internal or external investigator, depending on the type of complaint and the individuals alleged to have been involved.

Finally, the results of the complaint should be reported to the same board committee, and generally the results of the investigation, at

least in general terms, should be communicated to the complainant. The complainant should be assured that there will be no retaliation

of any kind arising out of a good faith complaint.

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Committees

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Committee Evaluations Annually, the each committee should evaluate its work against its charter to be sure that it has conducted all relevant reviews and dealt with each matter within its jurisdiction. This annual evaluation offers the opportunity to design the next year’s work plan, as well. Additionally, during the course of the year, there may be new matters which should be added to the committee charter to ensure regular review. Changes that may be needed in the committee’s charter should be referred to the board chair or appropriate committee. Finally, each committee needs to ensure it has the resources and authority appropriate to discharge its fiduciary duties and responsibilities. It should ensure that it has clear rules on how it may engage external consultants and what approvals are required for it to do so, and which trustee or officers will be responsible for executing contacts and payments for these services. Audit Committee The audit committee’s responsibility is to supervise and ensure the soundness of the institution’s audit and its relationship with its independent accountants. At least annually, the board should meet in executive session with its independent accountants to ensure that it can ask questions about management free from management influence. The audit committee:

Provides the board, independent accountants, and the internal auditors with direct non-management access to each other on a regular basis;

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Reviews with management the adequacy of the institution’s accounting controls and management information systems;

Reviews the adequacy of the institution’s internal audit program; Reviews and, may accept on behalf of the board, the report of the auditors; and

Reviews the performance of the independent accountants and makes recommendations to the Board on the selection and engagement of its accountants.

The audit committee may also find the need to authorize the engagement of special audits. Compensation Committee The Compensation Committee is responsible for reviewing the compensation of the CEO and, in many institutions, other senior level positions. The Compensation Committee:

Reviews and approves compensation policies; Leads the board in the development of written CEO evaluations and discusses the board’s evaluation with the CEO; and

Monitors and recommends the total compensation of senior officers, documents the process, and ensures compliance with required reporting, including the revised federal tax Form 990 and related schedules.

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The Compensation Committee should also review and approve travel and other expenses of the CEO including housing and other expenses associated with the CEO’s responsibilities. The committee should also review any external income of the CEO including outside board compensation, and other income of the CEO which may impact the CEO’s ability to provide undivided service and loyalty to the institution. The Compensation Committee should regularly review perquisites and benefits of senior officers to ensure that they are in keeping with the total compensation of the CEO and senior officers and institutional policies. Some board’s have restricted the use of private club memberships to ensure that they do not discriminate and are consistent with the institution’s mission and values. The Compensation Committee should have sole authority to engage compensation consultants. These engaged consultants should be advised that they report to the Compensation Committee and not to management. The Compensation Committee’s charter should ensure compliance with IRS procedures. The Compensation Committee should consist of only independent directors. Executive Compensation Since the implementation of the revised Form 990, total compensation, including base salary, perquisites, and benefits, must be included in the annual form. Boards are encouraged to review executive compensation as a committee of the whole even if the initial work or annual evaluations are done by a Compensation Committee. The full board should review, and have

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access to the complete Form 990 and all related schedules prior to submission to the IRS as part of its obligation to ensure that total compensation is not excessive. Total compensation now includes all benefits, such as club memberships, and the IRS requires that the institution set a fair market rental value on the president’s campus-owned residence and include this value in the calculation of total compensation. Intermediate Sanctions The IRS has sought to ensure that nonprofit organizations do not use their nonprofit status to inure to the benefit of a small group of individuals who have significant influence over the charitable activities of the organization. In the past, the IRS had the ultimate authority to remove the tax exempt status of the organization for flagrant violations. In recent years, the IRS has sought to ensure compliance using a lesser penalty than total revocation of tax exempt status and defined it as an “intermediate sanction.” “Intermediate sanctions” are an excise tax imposed by the IRS on boards and individuals for improper and unreasonable payments or benefits made to “disqualified persons.” This excise tax will be imposed on both the recipient of the excess benefit as well as the board members who voted in favor of granting the benefit. A disqualified person is defined as an individual who was in a substantial position of influence over the affairs or finances of the institution. This would include most senior officers of the institution or trustees. Disqualified persons may also include the family members of institutional officers and board members. In fact, the definition of a “disqualified person” is broad enough to include other senior financial officers and even deans and directors.

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The determination of the status of a “disqualified person” rests with the board. Therefore, one of the most important responsibilities of the Compensation Committee is to determine accurately who is a “disqualified person” under the IRS definition. The independence of the members of the Compensation Committee is an important element in determining whether the compensation of a disqualified person was reasonable. The presumption of reasonableness is an important part of establishing appropriate compensation for IRS purposes and avoiding intermediate sanctions – although this presumption is subject to challenge by the IRS. Safe Harbor Provisions The IRS will evaluate compensation and benefits to see if the board relied on appropriate data in setting total compensation – including salary, deferred compensation, and other benefits (like life insurance, retirement pay and bonuses). It is important, therefore to select appropriate comparator institutions when establishing comparable pay studies. The comparators should include institutions of similar size, scope, and geographical location, along with similar scope of responsibilities and duties of the executive. The IRS will also look to reasonable industry standards to determine reasonableness. Finally it is important that the entire board, and not merely the Compensation Committee, understand and approve the total compensation of its executives. The IRS will be interested in which trustees voted for and against the compensation to determine if those voting for the compensation acted independently, and

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whether their votes were reasonable. For this reason, it may be beneficial to note in board minutes who voted for and against the compensation, if the vote is not unanimous. If the compensation is challenged by the IRS, those voting for an “excess benefit” may be subject to excise tax penalties. Finally, it is important that the board and committee minutes also accurate reflect contemporaneous documentation of the basis for compensation decisions to ensure that the presumption of reasonableness required to avoid “intermediate sanctions” is preserved. Excess Benefit Transactions The IRS prohibits nonprofit boards from conveying excess benefits to its board members and senior officers. For additional related information see this Primer’s topic: Compensation Committee.

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Finance Committee The Finance Committee is responsible for assisting the board in fulfilling it oversight of the fiscal stability of the institution. The Finance Committee:

Reviews the budget, financial affairs and financial considerations of the institution;

Makes recommendations to the board regarding the approval of the institutional budget; however the full board, and not the committee, should approve the institutional budget, to ensure both transparency and accountability.

Reviews annual institutional expenditures and particularly extraordinary expenditures to ensure that they are consistent with the approved budget.

The Finance Committee may also review the reports of its investment advisors, or its investment subcommittee, to evaluate the results of managed funds, including employee benefit plans, retirement accounts and funds invested directly by the institution. The Finance Committee, like the Audit and Compensation Committee, should have the authority to engage external consultants to assist them from time to time in their work. At least annually the Finance Committee should meet in executive session without management, any attorneys or other consultants or accountants engaged by the institution.

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Governance Committee The Governance Committee is, in addition to the traditional nominating responsibility, also responsible for ensuring that the board is functioning properly. The Governance Committee:

Reviews candidates for consideration for board service, and should develop selection criteria for candidates;

Oversees and evaluates the performance of incumbent Board members; Develops a statement of trustee responsibilities, to serve as a job description for current and prospective board members;

Makes recommendations on overall board performance, including the scope of committee charters both to ensure coverage and eliminate the duplication of work by committees;

Develops and nominates board officers and other volunteer leaders;

Ensures the timeliness and completion of board elections;

Makes recommendations regarding board composition, diversity, duties and functions of board members and committees; and

Periodically reviews the board’s governance documents including bylaws and policies to ensure that they are consistent with practice and contemporary.

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Trustee Recruitment Keeping track of the distinct qualities of your trustees helps define the skills, characteristics, and backgrounds you are looking for in the recruitment of new trustees. Are you seeking diversity? Diversity can be defined beyond race and gender. Consider other characteristics, such as age, geographical diversity, professions, alumni status, academic degrees, capacity to contribute financially, and religious affiliation. Having a clear idea about your current board’s make up, will help you identify underrepresented populations, and may even eliminate claims of unlawful discrimination or bias. Remember: the law permits discrimination. It only prohibits discrimination on the basis of protected classification (usually immutable characteristics like age, race, and national origin). States define “protected classifications” differently. For example, in the District of Columbia, political affiliation, and sexual orientation, like race and age, are protected classifications. In addition to other qualifications the institution may be seeking in new trustees, it is important to have at least two trustees who have sufficient financial experience to serve on the Finance Committee. This is an outgrowth of the Sarbanes Oxley legislation required of for profit companies traded on a public stock exchange. Committee Chairs It is recommended that committee chairs have term limits for service. This ensures that committees retain their independence and are not exclusively the province of select trustees.

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Board Office Management

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Document Retention Boards should have a document retention and destruction policy. In general, I recommend that an institution retain general business records for 6 years. This ensures that the records are available for most cases that may occur, since the longest statute of limitations, in most states, is 6 years. However, certain records including records related to the board meetings, documents related to real estate transactions, and documents and records related to institutional gifts should be maintained permanently. Documents related to any matter in litigation must also be retained, and the intentional destruction or alteration of such documents may be illegal.

Electronic Discovery New litigation discovery rules now require that counsel produce all records including electronic records as part of the case. This additional requirement for records places additional responsibility on the parties and their counsel to preserve and protect any records which may be relevant to the case as soon as they have reason to know that a complaint will be filed. As a result, most counsel upon receipt of a complaint will implement a “litigation hold” on all relevant records of the institution including all electronic records including emails. Records and communications to and from the board may also be relevant to a lawsuit. Therefore, it is extremely important to advise the board that their communications, especially any electronic records, are all part of the institution’s obligation to produce records in litigation. Records between board members may be maintained on the electronic servers of the board member’s company or private accounts like AOL and others. Although it is impractical to obtain these records in litigation, and although not yet decided by the courts, it is possible that a court may require the parties to produce

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all relevant evidence even if that material is held by a third party. For this reason, it is recommended that boards use an institutional email address for their communications between each other related to institutional business, or use an institutional board portal to communicate with one another. Gifts and Fundraising As a general rule, the IRS defines a gift as money or property given by a detached disinterested grantor. Trustees may seek to give gifts while at the same time seeking a specific return, like the award of a contract, enrollment for relatives, or season passes to football games. Consultation with counsel is important before representing to a trustee that these will be classified by the institution as a gift. If there are inappropriate strings attached to the gift, the donor may really not be detached and disinterested. In fact, the donation may be more like a contract, incentive payment, or grant which are not deductible as a gift. Before sending an acknowledgement for the receipt of a gift, be sure it really can be called a gift under the limitations of the Internal Revenue Code. Gifts to Trustees It’s important to keep track of gifts given to donors. Be sure to keep gifts for the tax year under $50 per person. In the event of an IRS audit, you may need to prove that any gifts given to trustees in any year were of nominal value. You can usually exclude the cost of board meals at regularly scheduled board meetings and events where trustees are expected to attend (commencement, graduation). However, extravagant gifts, including gifts and benefits to trustee spouses, and gifts in excess of $50 dollars may have to be reported to the IRS on the new Form 990.

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Insurance Types of Insurance There are usually three types of legal liability insurance:

1. Directors and Officers Liability insurance (D&O) – for wrongful acts by directors and officers; 2. General Liability (GL) insurance – for personal injury cases, breach of contract and may even include some types of discrimination claims; 3. Umbrella insurance policies – these policies are activated after the claim has exceeded the limits of the GL or D&O policy – these are usually for catastrophic losses and large class action claims.

There may be multiple layers of umbrella policies. Some institutions are self insured – so claims are paid from the institution’s general funds. There is usually a deductible the institution must pay in the event of a successful claim, before the insurance policy payment of the claim. Insurance Coverage If a claim has the potential to be covered by an insurance contract, if you initiate an investigation of an insurance covered event without first contracting the carrier and getting approval to go forward, your actions may affect the coverage or even void the insurance policy. When in doubt, ask the carrier first. Who is covered by the policy? Volunteers, employees, and even agents of the institution, will usually be covered under the policy for act that results in injury to others. However, most policies will not cover individuals engaged

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in criminal activity, or significantly outside of the scope of their authority. Managing the Media Although you might assume that managing the media is merely a public relations issue, for lawyers, managing the media is a critical part of our work. “No comment” is never a satisfactory answer, although at times it may be the only answer. It has been my experience that managing the media requires three critical elements:

1. Providing a concise statement, with at least one pithy comment that summarizes your position; 2. Providing your statement to the media in a timely fashion; and 3. Addressing the issues you want addressed in spite of the questions that may be posed –i.e., controlling the interview.

I recommend that you ask the reporter to provide questions by email, and ascertain the deadline of the reporter. Consult with your public relations office and counsel in developing your statement, and finally make sure that the statement has at least one “quotable quote” … A sentence that has a singular work or phrase that captures the nature and essence of what you want to convey. Although you may be misquoted, in my experience, your quotable quote will find its way into the piece and that may be the best you can hope for. If the chair of your board is not a good spokesperson, select someone else to be the designated spokesperson. Consider providing your board leaders with training on managing the media. Be sure all board members are informed of board policies

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regarding communication with the media and who speaks on behalf of the board. When the Reporter Calls Just give the facts – the more you say the more likely you’re heading for trouble. Most television interviews will be edited down, so keep your statements short, sweet and to the point. Do not speculate or answer hypothetical questions. If there’s a lot of background material to support the quote – consider providing the background in a one page summary and keep the interview short. Consider providing the background to the reporter in advance of the interview. This allows you to focus the interview on the issues you want developed instead of spending interview time explaining the background. If you have the opportunity, ask the reporter to provide you with an advance copy of the interview, so that you and counsel can review the material to be sure it’s accurate. Reporters are happy to have you ensure accuracy. If you can’t get an advance copy of the interview at least ask to have it read back to you so that you can correct any inaccuracy. If you’ve received a question and you don’t have the accurate answer at hand – ask to get back to the reporter with the accurate answer and then be sure you do so in a timely fashion. When giving an interview, slow down – make sure the reporter is able to keep up with you as he/she writes.

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Volunteers When using volunteers it is a good idea to provide them with a written scope of duties (work) so that they do not operate outside of what the institution has intended. Keeping expectations clear and defining what the deliverables will be is important to maintaining a smooth relationship with your volunteers and making their experience rewarding. Having a defined scope of work in a written document also helps to let the Board and the volunteer know when the job is done. It’s easier to end the volunteer’s service when you can say clearly that the objective has been achieved. In the case of volunteers who engage in activities outside the scope of their volunteer activity, they may be outside your insurance coverage and therefore obligated personally for injury or loss resulting from activity beyond the scope of their engagement. For additional related information see this Primer’s topic: Insurance Work for Hire and Copyright A copyright comes into existence the moment the creator sets it down in a readable form. This may be music recorded or written, art painted or sculpted, and even software programs written down in computer code, or other works written, recorded or otherwise preserved. Under general common law copyright, the owner/creator has all rights and title to the created work, any parts of it, and any derivations of it. However, intellectual property that is produced for another under an agreement, whether a consulting agreement or employment agreement, is an exception to these general copyright ownership rules. Once paid for, the ownership right shifts to the payer and the work is considered a “work for hire” and owned exclusively by the payer.

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If you engage a consultant or employee to design materials for the board, including logos and other artwork, computer programs and data storage systems, you should be sure to have a written contract for service, or include this in a written assignment or written job description of the employee to be sure that at the project’s completion the institution owns the final product. In the case of software designs, it is important to be sure that the programmer has not included proprietary software codes within the design of the final product. If this has been done, ensure that the institution has received a license in perpetuity to use and even modify the software source code or other proprietary data.

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Index Agendas 8 Audit Committee 18 Committee Chairs 26 Committee Evaluations 18 Compensation Committee 19 Conflicts of Interest 14 Document Retention 28 Electronic Discovery 28 Ethics Laws and Codes 14 Evaluations 15 Excess Benefit Transactions 23 Executive Compensation 20 Fiduciary Duty 13 Finance Committee 24 Gifts and Fundraising 29 Gifts to Trustees 29 Governance Committee 25

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Insurance 30 Intermediate Sanctions 21 Managing the Media 31 Manual and Handbooks 7 Meetings 8 Meeting Materials 9 Open Meetings 9 Policy vs. Management 15 Record Keeping 10 Safe Harbor Provisions 22 Trustees Recruitment 26 Volunteers 33 Whistleblower Complaints 16 Work for Hire for Hire 33

Effectiveness of the Presidential/Board Assistant in

Presidential Transitions April 2011

Kent John Chabotar Guilford College

[email protected] 1

Factors to Consider Reason for Departure • Retirement • New presidency • New position • Termination • Disability or death

Your Situation • Want to stay • Want to go • Not sure

2

As the current presidency ends… • Embrace the change • Become involved

– Search process – Departure events – Support the board

• Retention/severance? • Exit interview

– Your performance – Your professional goals

3

As the new presidency begins….. • Embrace the change • Become involved

– Transition committee – Moving and housing – Office arrangements – Opening events

• Entrance interview – Expectations of new president – Your professional goals – Fit?

4

The new president wants to know: • Role of the board • Formal and informal strategic thinking • Community opinion leaders • Institutional culture • Areas of institutional strength • Areas needing improvement • Whom can I trust? • What don’t I know that matters?

5

Effectiveness of the Presidential/Board Assistant in

Presidential Transitions April 2011

Kent John Chabotar Guilford College

[email protected] 6

This case was prepared by Lee Bolman, Bloch School of Business and Public Administration, University of Missouri-Kansas City and updated by Kent Chabotar, President, Guilford College, in preparation for its use at the 2011 AGB Workshop for Board Professionals. It is a composite case, based on real events that occurred at several different institutions. It is intended as a basis for class discussion, and is not intended to illustrate either effective or ineffective handling of an administrative situation. © 2006 by Lee Bolman. Used with permission.

LOS PERROS STATE UNIVERSITY

It was July 2010, and Sandy Avner reflected on the challenges ahead of her as she prepared to take on the presidency of Los Perros State University (LPSU). Her excitement and optimism were high, but she knew the way ahead would not be easy. Shared Governance Avner liked the emphasis on shared governance that was part of LPSU’s history and culture. However, she knew from experience that making it work was easier said than done. Her predecessors' approach to shared governance had led to a highly decentralized structure that gave deans, chairs, and faculty substantial autonomy. She had been told that the system tended to be cumbersome and it sometimes seemed as if no one was in charge of anything. Decisions tended to take forever, as various committees and groups wrestled on and on. Trust and the Curriculum She also knew that she needed to address mutual trust between faculty, administration, and board. The College of Arts and Sciences, which included more than half of LPSU’s faculty, was a particular sore spot. Departmental in-fighting and an ineffective dean (who served for ten years) had turned the school into a war zone. Filled with paranoia and suspicion, faculty generally distrusted one another and the administration. This mistrust had stalled the previous president’s signature initiative – reform of the general education curriculum. The old curriculum consisted of a loose set of distribution requirements. The president and provost had charged a faculty curriculum committee to develop a plan that would ensure greater coherence in the core curriculum, and make it feasible to assess student learning outcomes. After a year’s work, the committee developed an innovative, interdisciplinary proposal. Student response was generally favorable, but the new plan met substantial resistance from faculty and department chairs. The impact on distribution of student credit hours, which had a significant impact on resource allocation, was the biggest source of opposition, but many faculty also resisted the interdisciplinary courses that were a central element in the new curriculum. A particular sore spot was the first-year seminars, designed around a common syllabus and readings to create a learning experience that all first-year students could share. Although faculty could innovate around the core elements, many viewed the seminars as too prescriptive. Departments often assigned the seminars to adjuncts or junior faculty because senior faculty resisted teaching them. Students noticed – and complained. The president had now departed. The provost was still here, but his credibility and authority seem to have been impaired. The faculty senate recently voted to review the curriculum and consider eliminating the first-year seminars. Finances Conflict over the new curriculum was exacerbated by serious financial pressures – a result of declines in state funding in recent years. Faculty had received average increases of less than 2%

Los Perros State University

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in the past six years, which had included two years with no raises. Some strong faculty had left, and many who remained felt that they deserved higher pay. Faculty were also suspicious of the financial data that they got from the administration. Budgeting and financial management were still largely in the hands of the administration, but Avner was aware that some institutions had instituted more open and participatory budgeting processes. Avner wondered if such an innovation would help to reduce the mistrust at Los Perros. Nevertheless, she worried that it might simply become a cumbersome forum for political jockeying, which already seemed to be the most popular indoor sport at LPSU. Administrative Team Then there was the question of her administrative team. Avner felt that the Vice Presidents for Administration and for Student Affairs were able, but was less confident about others. The advancement VP had been in the job for 20 years and had many friends in the community, but seemed to be better at schmoozing than finding money. The provost, Ken Jackson, was widely unpopular, partly because he was no more than lukewarm about shared governance. He and his allies believed that LPSU had already given away too much power to the faculty, and had got very little in return. In his words, “Look, the faculty act like a bunch of children with the decision-making they already have. We were hired to make decisions, and we're held accountable." Jackson had applied for the presidency and Avner wondered if he still carried some resentment that she got the job instead of him. Her executive assistant, Pam Matthews, had worked for her predecessor and had been a competent liaison for the search committee; Matthews seemed eager to continue in her role. Competitive Pressures Avner was also concerned that Los Perros had a high percentage of long-term faculty who had never taught anywhere else. Even though there were some very talented individuals, the faculty as a whole tended to be cautious and even provincial in responding to possible changes in curriculum or programs. The world was changing very fast. Could LPSU keep up? Avner was eager to increase faculty diversity, but she expected resistance. LPSU had recently instituted a policy requiring that faculty search committees include the best affirmative action candidate among their top three candidates. The first committee to conduct a search under the new policy recommended as their affirmative action candidate a non-U.S. citizen who spoke very poor English. When LPSU attained university status in the 1980s, it was expected to become more research-oriented. Course loads had been reduced, but anticipated gains in research productivity had not materialized. The university still faced pressures to strengthen research. But, in the face of funding pressures, the provost has been pushing deans to assign higher teaching loads to faculty who were not research-active. This met predictable resistance. The dean of the College of Business, which had many tenured faculty with little or no scholarly output, had attempted to implement the provost’s policy, but the result was a firestorm that made headlines in the student newspaper and raised eyebrows in the business community.


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Board Issues An equally worrisome aspect of the decentralization and politicization of decisions was the tendency for aggrieved faculty to make end runs to the board when things were not going the way they wanted. This had been happening for some years, and was fostered by a split in the board between a conservative, pro-business group, and a more liberal, pro-faculty faction. The conservatives were strongly opposed to the end-runs, but the liberals felt they needed to be in regular contact with the faculty to know what was happening on campus. Avner's predecessor had fueled this problem by tightly controlling information, and there had been several cases where the board felt blindsided by the president's failure to keep them informed. Avner was entering with the support of most (though not all) board members, but she knew the honeymoon might be brief. She was developing a very good relationship with the board chair, Phil Watson, but she wondered if Watson’s genial low-key style would be sufficient to deal with the problems of board functioning. How could she work with Watson and the board on these issues? Schnebly Affair Finally, Avner wondered what to do about the Schnebly affair. Susan Schnebly, a former member of the board of trustees, had offered to donate to the college a valuable piece of real estate near the Los Perros campus. The land was vacant except for a large, old barn. Schnebly wanted to see the barn become a performing arts center, and LPSU hoped to build much-needed student housing on the land as well. But, neighborhood residents opposed anything that might increase noise and traffic, and were actively lobbying city and state officials. Avner's predecessor had devoted relatively little time to building relationships with the community, and many saw the university as arrogant. It was also clear that there were conflicts between Schnebly's ideas about a performing arts center, and what the college really needed. Moreover, the campus had a significant problem of deferred maintenance on its existing physical plant. Where would it find the money that would be needed to capitalize on the Schnebly donation? Was this a white elephant or a diamond in the rough? Strategic Planning and Focus A board member who was a successful management consultant had recently told her that many of the problems at LPSU could be traced to the absence of a clear institutional mission and strategy. He recommended that she begin a process of mission-clarification and strategic planning and offered to help her do it. Avner knew that the Los Perros mission statement was too vague and non-controversial to provide much direction, but she worried that any attempt to change it might set in motion a protracted battle on campus and with the board. Avner wondered what Phil Watson thought about this fellow board member’s ideas. Avner ran across the following passage in Hedrick Smith's The Power Game:

The effectiveness of the presidency and the capacity of any president to lead depend on focusing the nation's political attention and its energies on two or three top priorities. Without vision, focus, and direction, government falls into disarray and the country falls adrift (Smith, 1988, pp. 333-334).


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"That sounds right," thought Avner to herself. "Los Perros is adrift. How do I find the vision and focus it needs?”

STUDY QUESTIONS:

1. If you were Pam Matthews, how would you help Sandy Avner prioritize the challenges that the institution faces?

2. As Avner prepares for an upcoming meeting with Phil Watson, board chair, to discuss goals

for the first year of her presidency, what should she put on the list? What should she say about her expectations of the board chair?

3. How do you support Avner and gain her trust in order to benefit the institution and possibly

remain executive assistant to the president?

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AUGUSTANA COLLEGE JARGON (A collection of terms that will help you understand conversations at Augustana) AAUP (American Association of University Professors)

A national organization representing the professoriate that, among other things, compiles data annually on faculty salaries and recommends tenure procedures. The AAUP Red Book includes all policies.

Accreditation Endorsement of the College’s program by the Higher Learning Commission. Augustana is also accredited by the National Association of Schools of Music, the National Council for Accreditation of Teacher Education, and the Illinois State Board of Education.

ACI Associated Colleges of Illinois, a consortium of private colleges and universities.

ACT American College Testing Program, the organization which administers a college aptitude test which goes by the same acronym. This is the test most frequently taken by college-bound students in the Midwest.

Admissions funnel The process of moving prospective students from “interested” to “enrolled,” always bigger at one end than the other.

AGB (Association of Governing Boards)

A national organization for governing boards of colleges and universities of which Augustana is a member and from which you will receive periodic mailings and the magazine Trusteeship.

AGES Short for Augustana General Education Studies, a set of broad academic requirements all students must complete in order to graduate.

American Scandinavian Association

An organization founded here in 1934, the ASA seeks to preserve the Nordic heritage of this region; affiliated with the American Scandinavian Foundation based in New York.

Annapolis Group An association of presidents of the nation’s leading liberal arts colleges. Aristeia A Greek word meaning “special display of excellence,” Aristeia membership is

accorded to first-year students attaining at least a 3.75 g.p.a. ASIANetwork A national consortium of liberal arts colleges engaged in Asian studies, of

which Augustana is a founding member. Augie A nickname for Augustana College. Augie Choice An innovative program that gives funds to students in their junior or senior

years to support international study, guided research, service learning and internships.

AugieConnect A Development Office telemarketing program which involves current students soliciting alumni for gifts.

Augustana The College’s name is derived from a seminal document of the Reformation, the Confessio Augustana, also known as the Confession of Augsburg.

Augustana Founders Designates those donors who have included the College in estate planning. Augustana Heritage Association

Not directly related to the College, this organization seeks to preserve the legacy of the former Augustana Synod, and is made up primarily of pastors ordained into that Synod (i.e., prior to 1962).

Augustana Historical Society

AHS is concerned with the preservation and publication of historic materials relating to Swedish immigration, the history of Augustana College, and its relationship to the Lutheran Church.

Augustana Research Foundation

One of only three such programs in the nation, the Augustana Research Foundation underwrites and administers research projects involving both professors and students.

Authentically Augustana The College’s Strategic Plan AY Academic Year (distinct from FY, or Fiscal Year)

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BA Bachelor of Arts, a four-year degree. Note: Augustana awards an Ars Bachelorem, sometimes rendered as an A.B.

Baccalaureate A term referring to a bachelor’s degree or curriculum; an institutional designation – Augustana is a Baccalaureate I institution. Also refers to a special worship service preceding Commencement.

Beling Ecological Preserve

A 109-acre environmental field station along Moline’s Rock River shoreline, consisting of wetlands and riverine forest.

BSU Black Student Union. Cafe Informal dining area located in the ground floor of the College Center Career Center Assists students in all aspects of career planning including choosing a major,

gaining experience as an intern or part-time employee and acquiring full-time employment or acceptance into graduate or professional school.

Carver Center Augustana’s Roy J. Carver Center for Physical Education Casa Latina Hispanic Culture House CASE (Council for the Advancement and Support of Education)

A national organization for fund-raisers, providing best practices, resources, and professional development opportunities.

Catalog The publication which contains degree and graduation requirements, academic policies, and course descriptions. Updated biennially.

CCIW (College Conference of Illinois and Wisconsin

The eight-college NCAA Division III athletic conference in which Augustana competes. Other schools are Carthage, Elmhurst, Illinois Wesleyan, Millikin, North Central, North Park and Wheaton.

Center for Communicative Disorders

A diagnostic and remediation clinic open to the community and staffed by professional speech pathologists and students majoring in communication sciences and disorders.

Center for Vocational Reflection

Through programs and individual appointments, the Center helps students explore such questions as: How should I choose a major? What can I do to make a difference in the world? Who am I called to be?

Chapel Shorthand for voluntary worship services, held on Tuesdays, Wednesdays and Sundays in Augustana’s Ascension Chapel.

Collinson Preserve A 67-acre environmental field station near Milan, Illinois, which includes a very rare hill prairie ecosystem.

Convo

Short for Community Convocation, which takes place Thursdays at 10:30 a.m. in Centennial Hall. Attendance is voluntary, though encouraged by faculty.

Coordinated Degree Programs

These involve partnerships with other institutions, and include dentistry, engineering, environmental management, forestry, landscape architecture, and occupational therapy

Credits Units of academic merit assigned to a course based on the amount of work required; average is three credits.

CUBOM Pronounced ka-BOOM, the College Union Board of Managers is the primary student activities programming organization on campus.

Dahl Presidents Home The residence of the College President’s family, located along the south rim of the Slough.

Datatel The College’s integrated administrative database software provider; also called Colleague for the software brand-name.

Discount rate See Tuition Discount Rate ELCA The Evangelical Lutheran Church in America, the 4.9 million member

denomination to which Augustana and 26 other colleges/universities relate. Electives For-credit courses that are not required in a major or as a general education

requirement.

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EMERGE A leadership experience for first-year students involving a series of programs led by presenters from on- and off-campus

Endowment Society A group made up of persons who contribute to the endowment of the College. Ericson Field Lighted athletic field with artificial turf, used by football, soccer, and track and

field. Named for 19th century donor Senator C.J.A. Ericson. Expected Family Contribution (EFC)

The amount a family is determined able to pay for college based on income, assets, and demographic information using a formula established by the Federal government.

EXPLORE Office of Student Activities’ menu of leadership, life skills and personal development programs (e.g., EMERGE).

Faculty Senate Formed by faculty action in 1970, this body helps set academic policy and addresses matters important to the faculty and the College’s academic life. In spring term, faculty members elect the Senate by academic rank, with members serving for a year.

FAFSA (Free Application for Federal Student Aid)

The application, provided by the US Department of Education, used to determine eligibility for federal, state, and Augustana College need-based financial aid.

Fall term abroad (or Foreign term)

A fall term taught by Augustana faculty in either East Asia, Europe or Latin America

Family Weekend A Development Office activity open to all family members of Augustana College students.

FERPA (Family Educational Rights and Privacy Act)

This federal legislation protects the privacy of student education records by giving students control over who outside the College has access to their records. Parents do not have access unless specifically allowed in writing by a student.

FIICU The Federation of Illinois Independent Colleges & Universities, a government affairs organization active in Springfield and Chicago.

Financial Need The cost of attendance minus the EFC equals Financial Need. Five Faith Commitments A document outlining the relationship between Augustana and the ELCA. Focused Foreign Term Offered during various winter and spring terms, these programs typically

involve fewer students than fall term programs, and are more focused on a particular nation (e.g., Ghana, Ireland, India, Austria)

Food Service Augustana’s in-house food services provider. FTE (full-time equivalent)

A method of counting students and faculty which converts part-time credit and teaching hours into the equivalent of full time loads.

GPA (grade point average)

A numerical average of all grades earned, based on a 4.0 scale in which A=4.0, A-=3.67, B+=3.33, B=3.0, etc.

Greek groups (or Greeks)

Term used to refer to locally-based social fraternities and sororities, often known by shorthand names, such as MGs and CAPs.

Green Wing A former church camp near Dixon, Illinois; now a 420-acre environmental laboratory consisting of wetlands, forest and prairie remnants.

Heartways A campus ministries retreat program based at Sinsinawa, Wisc. HEDS Higher Education Data Sharing Higher Learning Commission (HLC)

The division of the North Central Association of Colleges and Schools responsible for college and university accreditation.

Honor Council A committee made up of students and faculty that is charged with adjuticating alleged violations of the student- and faculty-approved Honor Code.

House on the Hill 25-room mansion given to Augustana in 1954 by descendants of Frederick & Sarah Weyerhaeuser.

HRRC Human Research Review Committee

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IBHE Illinois Board of Higher Education ILSCO The Illinois Library Computer Systems Organization, a 65-member association

of academic libraries which share resources between institutions. Institutional financial aid

Tuition discounts to students resulting in uncollected tuition revenue. Sources of discounts are either funded (by endowment or gifts) or unfunded. Aid may be awarded as merit funds (academic/talent-based awards) or need-based funds.

IPEDS Integrated Postsecondary Education Data System, the core data collection program for the National Center for Education Statistics.

ITS Information Technology Services. Kaleidoscope A community art program for children. LCA Predecessor body to the ELCA; succeeded Augustana Synod in 1962 and

merged to create ELCA in 1988. LECNA The Lutheran Educational Conference of North America, an organization

linking colleges and universities both of the ELCA and other Lutheran denominations.

Logos An interdisciplinary honors curriculum focusing on science and its evolution. LSTC The Lutheran School of Theology at Chicago, successor institution to the

Augustana Theological Seminary Major

A set of focused courses and requirements designed to help students develop academic and professional expertise; required for graduation.

MAP The Monetary Award Program is an Illinois-funded, need-based grant for undergraduate students.

Messiah Annual performance by the Handel Oratorio Society of G.F. Handel’s Messiah. Minor

A set of courses designed to complement a major or to develop a special area of interest; not required for graduation.

NACUBO The National Association of College and University Business Officers provides financially-related information, services, benchmarking data, and professional development opportunities.

Need-based financial aid

Grants, loans and work-study awarded based on a family’s calculated financial need. To receive need-based assistance, the student must show demonstrated financial need greater than or equal to the sum of the need-based awards.

Net revenue

All tuition, fees, room, and board charges minus institutional financial aid (funded and unfunded).

Net tuition revenue

Gross revenue from tuition and required fees minus all institutional gift aid (funded and unfunded); the tuition revenue available to the College for operating expenses.

NSSE (National Survey of Student Engagement)

A national survey to assess the level of seniors’ and first-years’ engagement in their learning experiences at colleges and universities; pronounced “Nessie.”

Old Main Common name for Memorial Hall, the oldest Augustana building. Pagoda Asian Studies House. Pell Grant

Federal financial aid awarded to financially neediest students. The amount of other student aid for which a student may qualify does not affect the Pell Grant.

PepsiCo Short for the PepsiCo Student Recreation Center, a multi-use facility dedicated to intramural and recreational activities.

Phi Beta Kappa The nation’s oldest honorary society. Augustana’s Zeta of Illinois Chapter was established in 1949.

Prospect/Inquiry A student who has indicated interest in Augustana College and is actively recruited by the admissions staff.

PUG Report A Preliminary Unsatisfactory Grade report, issued during the fifth week of term.

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Quad Cities The metropolitan area in which Augustana is situated, the community of 350,000 persons actually consists of a dozen cities and towns, including Rock Island and Moline, Ill., and Davenport and Bettendorf, Iowa.

Reading/Writing Center

The College’s learning support services office, where students can arrange for tutoring and study skills help

Residence Director (RD)

Full time professional staff member who lives in each residence hall, supervising student resident assistants, overseeing daily operations, and assisting with retention efforts.

Rockety-I The Augustana yearbook. Sabbatical

A leave that provides full-time faculty the opportunity to pursue research and study programs that contribute to their development in scholarship and teaching.

SAGA An occasional, student-directed publication of the English department which showcases creative work in poetry, prose and two-dimensional art by students.

SAT The Scholastic Aptitude Test, which – along with the more common ACT – may be submitted as part of application to Augustana.

Senior Inquiry A culminating experience of an inquiry-based curriculum that asks students to bring synthesis, analysis and reflection to their college years.

SEOG The federal Supplemental Educational Opportunity Grant, administered through the institution to undergraduate students with exceptional need.

SGA Student Government Association – the central student governing body on campus facilitating communication between students, administration, faculty, and staff and overseeing the activities of student organizations.

Slough A regional colloquialism denoting a backchannel of the Mississippi River; at Augustana this refers to the heavily wooded ravine and pond which runs from Tredway Library to the Naeseth Townhouses.

Snack Bar Informal dining area located in the ground floor of the College Center Spending Policy

This refers to the Board-established portion of the market value of the College’s endowment which may be used to support current operations.

Stafford Loan

A low-interest federal loan available to all students regardless of need. Subsidized Stafford Loans are available to financially-needy students, who are not required to pay interest on their loans until after graduation. Unsubsidized Stafford Loans, for less-needy students, require recipients to pay interest on the loan during the AY.

Stop-loss carrier A company that insures health claims above a set catastrophic level. Student Judiciary A board comprised of students which reviews and adjudicates violations of the

Augustana Code of Social Conduct. Swedish Council The Swedish Council of America, an umbrella organization of 200 Swedish-

American groups and institutions in the U.S. and Canada. Swenson Center A national archives and research institute providing resources for the study of

Swedish immigration to North America, the communities the immigrants established, and the role the immigrants and their descendants have played in American life.

Syllabus

A document that describes the schedule, material to be covered, and class policies for a course.

TD Tuition Deposit; also may refer to prospective students who have entered this penultimate level of the Admissions funnel.

Tenure

The status granted a faculty member who has met rigorous teaching, research, and service criteria. Once granted, employment cannot be terminated by the College before retirement except for specified reasons.

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The Augustana Fund

The fund designated for all gifts raised annually and expended in the same year in support of the operating budget.

The Observer The College’s student newspaper. The Presidents Society Members are those persons who give $1,000 or more per year to Augustana. TLA Transitional Living Area: housing for upper-class students which affords greater

independence and expects greater accountability than residence halls. Tuition The published “sticker price” of enrollment at Augustana. Tuition Discount Rate Defined by NACUBO as unfunded institution gift divided by gross tuition and

required fee revenue expressed as a percentage. WAUG Student radio station WVIK Augustana’s professionally staffed NPR-affiliate radio station. Yield Rate The percentage of admitted students who enroll at Augustana.

Sources of Building Names at Augustana College Andreen Residence Center named for Gustav Andreen, Augustana’s fourth and longest-serving

president, 1901-1935 Arbaugh Townhouses named for George Arbaugh, who served as dean from 1947 to 1967 Bergendoff Hall of Fine Arts named for Conrad Bergendoff, fifth president of the College, 1935-1962 Betsey Brodahl Building named for Dean Betsey Brodahl, Augustana’s longest serving dean of students Carver P.E. Center named for Roy J. Carver, a longtime supporter of Augustana Centennial Hall named for its dedication at the centennial gathering of the Augustana Synod in 1960 Denkmann Memorial Hall named by the children of Frederick and Elizabeth Denkmann in their parents’

memory Doris and Victor Day Boradcast Center named for Mr and Mrs Day, who owned Bear Manufacturing

in Rock Island and were leading philanthropists in the community throughout their lives Emmy Carlsson Evald Hall, originally named the Woman’s Building and later renamed Carlsson Hall in

recognition of Emmy’s father, Erland Carlsson, renamed in 2008 to recognize the founding president of the Augustana Women’s Missionary Society

Erickson Residence Center named for Knut Erickson, who served as an officer of the College from 1927 to 1961

Founders Hall memorializes Augustana’s first three presidents, Lars Paul Esbjörn (1860-1863), Tuve Nils Hasselquist (1863-1891) and Olof Olsson (1891-1899)

F.W. Olin Center named in recognition of a $7.5 million gift to Augustana by the Olin Foundation House on the Hill was the name by which this structure was known to the descendants of Frederick and

Sarah Weyerhaeuser, who gave it to the College in 1954 John Deere Planetarium named in recognition of a major gift from Deere and Company Naeseth Townhouses named for Henriette C.K. Naeseth, English professor from 1934 to 1969 Parkander Residence Center named for Dorothy Parkander, English professor from 1947 to1996 Seminary Hall named for the Augustana Seminary, located in Rock Island from 1875 to 1962 Sorensen Hall named for Clarence W. Sorensen, sixth president of the College, 1962-1975 Swanson Commons named for Duane R. Swanson, trustee of Augustana Swenson Hall of Geosciences named for Rockford inventor Carl E. Swenson Tredway Library named for J. Thomas Tredway, seventh president of the College, 1975-2003 Westerlin Residence Center named in honor of a gift from the estate of Elsa Westerlin Wilson Faculty Center named in honor of many contributions from the family of Lewis Wilson, a

leading figure in banking in Rock Island through most of the 20th century.

Augustana Trustee Orientation October Board Meeting

(Sample schedule for AGB)

Wednesday 6:00pm Dinner with President Steve and Jane Bahls, Board Chair Kim and Donna

Brunner: Dahl President’s Home (Spouses Welcome)

Thursday 7:30-9:20am Breakfast with Administrative Cabinet: Hanson Conference Room, Sorensen Hall (Cabinet divides in two groups)

o Kent Barnds, Vice President of the College o Dr. Evelyn Campbell, Vice President and Dean of Student Services o Lynn Jackson, Vice President for Advancement o Dr. Pareena Lawrence, Vice President and Dean of Academic Affairs o Paul Pearson, Vice President of Business and Finance o The Rev. Richard Priggie, Chaplain of the College o Sheri Curran, General Counsel and Director of Risk Management

9:30-10:25am Meeting with Bd Chair Kim Brunner: Hammarskjöld Lounge, College Center

10:30-11:25am Meeting with Faculty Leaders: Evald Hall, Room 120 11:30am-12:25pm Meeting with Student Leaders: Dahl Room, College Center 12:30-1:30pm Attendance in Class 1:35-3:00pm Campus Tour 3:00-4:10pm Trusteeship orientation with Sheri Curran: Science Building 302 4:15-4:45pm Photos for Trustee Directory: Hammarskjöld Lounge, College Center 5:00pm Meeting with Trustee Mentors Continue with Board meeting schedule: 5:45pm reception & dinner, including opening session

6 T r u s T e e s h i p

T ’ S H I P 1 0 1

We saw the opportunity to say goodbye to board books once and for all, including the thousands of dollars spent each year on paper, printing, binding, and mailing, plus the aggravation of handling the cumbersome volumes.

W hat will come of Apple’s new iPad? How might it, and devices like it, transform the way we live and learn?

It’s too soon to know, but since its debut in March of this year, the iPad has been flying off store shelves and into the hands of educa-tors who recognize the tablet computer’s unique characteristics: its ability to mimic much of what has made laptops indispensible and e-readers so popular, but with even more portability and with a few features enhanced in the interest of versatility.

The team that serves our board at Abilene Christian University has long wrestled with the problems of so-called “board books,” specifically with their production and distribution. The weeks leading up to every board meeting require hours of staff time and significant expenses to produce these behemoths: huge binders stuffed full of minutes, agendas, action items, and appendices.

And that’s where the iPad comes in. We quickly saw how the device might be used to upend old habits, diminish drudgery, and—most important—enhance the board-meeting experience.

We got the idea during the Workshop for Board Professionals at the 2010 National Conference on Trusteeship. Attendees discussed both the ease and convenience of using Web-based board materials and the difficulty of convincing board members to go paperless.

We saw the opportunity to say goodbye to board books once and for all, including the thousands of dollars spent each year on paper, printing, binding, and mailing, plus the aggravation of handling the cumbersome volumes. We recognized early on that this effort would involve our board in the campus-wide push to adopt innovative new education technologies; would make our board more envi-ronmentally friendly; and would give our trustees real-time access to the information they need to make informed decisions. Ultimately, we were convinced that our board would be excited enough about the initiative to let go of their attachment to paper. The project also was a natural outgrowth of our univer-sity’s comprehensive commitment to technology that

allows the education process to take place anytime, anywhere.

The board first used the iPad during its May 2010 meeting. In the weeks prior, trustees had been offered a deal many found difficult to resist: They would be provided an iPad for the sticker price less a $300 subsidy from board funds. Board members were encouraged, not required, to partici-pate in the program. It was made clear they could print whatever board documents they liked to use in tandem with the new electronic device.

It has been a win/win from the start. The vast majority of our trustees received a device that for many around the country was still in short supply. By our calculations, the subsidies will be recovered through cost savings within two years. Thirty-two of our

35 members have purchased iPads; of the three trustees who have chosen not

to participate, two are rotating off the board.

Our trustees have taken to the devices like ducks to water. We faced almost no

resistance, in part, we believe, because we assured them they would be given proper training and full IT support from the moment their units came out of the box. Many were already comfort-able using smart phones, so the touch-and-feel aspects of the iPad were familiar. We also rede-signed our board Web site to make it easier to read and navigate on mobile devices.

Our board members enjoy being able to quickly search for and find supporting documents during meetings; they appreciate the ease with which they now communicate with their board counterparts and with our new president; and they like knowing that they are participating in our university’s campus-wide culture of innovation.

Making the change from board books to the iPad has been effectively painless and extraordinarily effective. Experiments don’t always work out so well, but this one looks like a winner.

Slade Sullivan is general counsel and secretary to the board of trustees at Abilene Christian University in Abilene, Texas.

B y S l a d e S u l l i v a n

On iPads and Board Books

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From FileDrawers to FileNet – Behind the Digital Scenes in the Board Office

By Carol Felkel and Gay Faulkner

The eyes of Texas have never been so strongly focused on the 129-year history of The University of Texas System. Thousands of documents, including the Minute Order reaffirming The Eyes of Texas as the school song for The University of Texas at Austin, are now securely stored, readily retrievable, and easily searchable by board office staff using IBM’s FileNet document management system. Over the past several years, millions of pages of historical paper documents have been converted into electronic images.

Records Retention – The Roadmap

As a public institution, the U. T. System is the depository for important state of Texas documents, and the board office has the ultimate responsibility for archiving historical documents.

For some time, we have been concerned about the proper preservation of the myriad of documents under our care. When we became aware of an option called FileNet, we were quickly sold. FileNet digitizes paper documents into PDF (portable document format) or TIFF (tagged image file format) images. Electronic documents such as PowerPoint presentations, emails, and PDF reports can be saved directly to FileNet. Paper documents need to be scanned and then committed to FileNet.

With a tried and tested file plan and an approved records retention schedule in hand, we jumped on the FileNet bandwagon and haven’t looked back.

It took us about a year to plan our new filing strategy. With over 100 years of university history, we had file drawers upon file drawers of valuable documents that needed to be archived for safe storage. We also needed a plan to handle current and future documents in both paper and electronic formats.

First, we decided to electronically file inactive documents that might need to be retrieved, primarily for research and open-records requests. Paper records dated prior to the year 2000 would be sent to the university archives off-site and become the official document. For documents dated 2000 or later, the electronic copy would be committed to FileNet and become the official document.

2

Our records retention schedule determines which documents are permanent, which are transitory, and which can be tossed. Permanent documents, including Minute Orders, agenda items, wills, appointment letters, legal documents, board correspondence, and regents’ correspondence and speeches, are committed to FileNet.

Transitory documents, such as travel arrangements for regents, bill files, and working drafts of memos and speeches are not committed to FileNet; they are kept in paper or electronic files for one year, and then are destroyed.

The Procedure

Prior to scanning, documents need to be checked for anything unusual—e.g., pages that are double sided, in color, irregularly sized, on onion skin paper, or of poor quality—so they can be handled appropriately when scanning. Documents also must be organized according to one of five document classes (general, real estate, construction, gifts, and confidential) and scanned into the proper “doc” class.

After scanning, documents are indexed in Kofax Ascent Capture, which is an intermediary program that provides customized index fields and releases the scanned documents into FileNet. Scanned documents need to be checked to be certain they have scanned correctly, are legible, are complete (all pages accounted for), and are correctly indexed. Once this step has been completed, paper documents can be archived or discarded according to the records retention schedule. Older, historical paper documents that are to be kept permanently and have been committed to FileNet are placed in acid-free files and acid-free boxes for permanent archival storage.

Documents in FileNet can be emailed to someone with a FileNet ID or sent as an email attachment to someone who does not have FileNet access. Documents in FileNet can also be annotated with sticky notes, stamps, and highlighted areas. In all cases, the original copy is never altered.

Advantages of FileNet

FileNet provides a centralized, easily accessible, secure electronic library for documents. Unlike paper storage systems, documents can be accessed by many individuals simultaneously; all you need is a computer with an Internet connection. Vital records are protected while access to public records is enhanced.

Digital filing also frees up physical space previously consumed with file cabinets. Centralizing and consolidating documents in one system eliminates filing bottlenecks and the inconvenience and frustration of searching for paper documents, and it significantly reduces the amount of time spent on research. Since FileNet is available via the Internet, documents can be retrieved at will, from on- and off-campus locations. Searches can be performed on a specific index field or by a full-text search of entire documents. Confidential documents can be stored in a secure environment accessible only by authorized individuals.

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From a risk-management perspective, FileNet also offers an easy means for properly and legally protecting and disposing of documents. This is an extremely attractive feature that provides an organized, logical means for record management and paper handling.

Costs

FileNet’s “off the shelf” list price is moderate and depends on the number of licenses and modules purchased. As a state agency, the U. T. System received state contract discounts as well as an incentive discount to retire the previous FileNet system. The upgrade cost approximately $300,000. Sixteen departments use FileNet, with a total of 1.9 million documents in the system.

Having a FileNet system has reduced operating costs for paper, physical files and file space, and staff time. Electronic storage is relatively inexpensive when compared to the cost of providing physical storage for millions of documents.

Security

Because all of our permanent historical documents are in FileNet, it is mission-critical to have redundancy in the system. Our FileNet system is regularly backed up as part of the larger back-up system for the university; thus, the cost of backing up FileNet is not a significant budget item.

In summary, the repository of documents in FileNet contains a treasure-trove of the university’s history, just as “The Eyes of Texas” is a treasured tradition for the community of The University of Texas at Austin, linking together generations of students, faculty, staff, and alumni. Takeaways

1. If you are loaded down with papers that need to be archived, FileNet or another electronic document management system may be your answer.

2. FileNet will significantly reduce staff time spent on research.

3. FileNet is easy to use both for storing and retrieving documents.

Carol Felkel is the secretary to the board and Gay Faulkner is the records and information management analyst in the Office of the Board of Regents at The University of Texas System in Austin, Texas. Email questions to [email protected] or [email protected]. Be sure to come to the AGB Board Professionals Workshop in Los Angeles, April 1-3, 2011, for a demo of FileNet.

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ipads for governing boards: The good, the bad, the uglyand the rest of the story . . .

Sally ChurchillVice President and SecretaryVice President and Secretary

University of MichiganApril 2, 2011

The Good

• Lightweight, portable, green, fun to use!• Board agenda accessed via website• Elimination of board books • Saves money on paper, production, mailing• Touch screen so no mouse or keypad• Notes feature is good for note‐taking.• Good web browsing, email, calendar, etc.

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The Bad

• Printing not easy; apps for printing not great• iwork suite of apps (no Word, Ppt, Excel)• Without 3G need to be in wi‐fi spot• No Adobe Flash for websites • Potential issue with public perception

The Bad con’t

• No USB, CD drive, memory card port, camera• Can overheat in the sun (vs Kindles)• Requires IT support for new product• Ibooks has very limited selection

– but free Kindle application is good

• Potential security concerns if no password• Will there be need/desire for updates?

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The Ugly

• Need to buy both laptops and ipads?• Purchase price

– Wi Fi only: 16 GB $499, 32GB $599 or 64 GB $699 Wi Fi + 3G: 16 GB $629, 32GB $729 or 64 GB $829

• Operating cost for Wi Fi + 3G version– $15 for 250 MB $25 for 2 GB /month– $15 for 250 MB, $25 for 2 GB /month

The Rest of the Story . . .

• There are competitors out there• Board culture determines who pays for what• So far, not a huge trend

– In recent poll of 25 privates only 2 use ipads

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Some competitors

• Samsung Galaxy Tablet available since 11/10Samsung Galaxy Tablet available since 11/10. Has sold 1.5 million by Jan 1, 2011

• Toshiba will launch tablet in 2011 using Google Android operating system (with speakers, camera, SIM card, Adobe flash)

• Enspert tablet (Korea) will come to US in 2011

Bottom Line . . .

• Can be well received and create trickle effect on campus – but there are cost and long‐term maintenance issues, and it doesn’t replace a computer.

• But the ipad is so portable and fun so who b t bl li it ti ?cares about any problems or limitations?

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Bright Bright IdeasIdeas

The iPad and Trustees

Abilene Christian University

Presenter: Kelly Brown

Age Groups

Abilene Christian University Board

Years of Service on Board

5

13

6

2 1210

31

40‐49 50‐5960‐69 70‐79

1

0‐5 6‐10 11‐15 16‐20

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Our University•Private, church affiliated, master’s-level•4,700 students from 50 states and 60 countries•Students each given an iPhone or iPod

Our Staff•General Counsel and Secretary to the Board & 1

executive assistant•President’s Office

2 i t t ibl f id t’2 assistants responsible for president’sinteraction with the board & campus events.

•Information TechnologyHelp Desk, Web Integration & Programming,Adams Center for Teaching Excellence

How we use the iPad…

We offered $300 towards the purchase of an iPad. We ordered the iPads, preloaded them with

ifi t i d t t t th t b dspecific apps, trained trustees at the next board meeting and sent them home with their iPads.

Each Trustee personally owns their iPad. We encourage them to use them for nonbusinesspurposes We see this as a vital opportunity topurposes. We see this as a vital opportunity to help them embrace this technology.

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At a board meeting trustees:

•Use the web browser to access materials in pdf fromd t t d b iton our password protected website.

•Use a polling app (TurningPoint) for informal feedback & official voting.

•Use a home grown group discussion appUse a home grown group discussion app.

•Use a note taking app (pdf highlighter) to take notesand highlight etc. their pdf materials.

The Good•Cost Savings:

Used to spend $3,100/yrNow spend $1 000/yrNow spend $1,000/yr

•Cultural Shift•Environmental•Ease of use

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The Bad

•Training•Long term buy in•Connectivity•Tech support/ flexibility•Security•No flash video

The Ugly•Project Management…Someone has to take ownership. IT support can b il d d t t Th b d tbe siloed across departments. The board must get the best support, fine- tuned to their needs, by someone they are comfortable with.

We have to understand their needs and abilities. I have to be ready to advise our trustee who is a yretired tech firm partner and the trustee who does not know how to plug a usb into a computer.

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MICROSOFT SHAREPOINT

The University of Texas System Board of RegentsAGB Board Professional Workshop

Karen Rabon

AGB Board Professional WorkshopApril 2011

• Microsoft product

I t t b d

The Facts

• Internet-based

• Working environment for documents

S• Searchable

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Manage Information using:

• Sites

How we use SharePoint

Subsites, Document Workspace, Meeting Workspace

• LibrariesDocument, Picture, Wiki

• Lists• ListsAnnouncements, Contacts, Calendar, Links, Tasks

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Sites

20

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Lists, Links, and Libraries

21

Library

22

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• UsesDocument management and repositorySharing of informationCollaboration

The Good

• FeaturesPowerful search capabilityEasy navigationAbility to sort and filter contentAbility to use foldersAbility to check out documentsVersioningAlertsProperties/metadataPermissions/security

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• Big learning curve, requiring extensive training, especially for site administrators

The Challenges

• Obtaining buy-in at all levels

• Sorting/Grouping vs. Folders

• Check in/check out

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• Annual costsSoftware license - $5,000 T h t

The Cost

Tech support

• Implementation costsHardware (5 year lifecycle with replacement costs included) - $20,000Tech supportppGovernance, system design, training and expert consultants

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IBM FILENET

The University of Texas System Board of RegentsAGB Board Professional Workshop

Carol Felkel

AGB Board Professional WorkshopApril 2011

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• Vendor: IBM® FileNet® P8 Platform

• Internet-based

The Facts

• Stores electronic documents -- PDFs, Word, Excel, PPTs, emails, etc.

• Search capability

• Can set permissions

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Homepage

28

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• User friendly

• Secure

The Good

• Centralized, organized document management-sharing, version control, disposition

• Documents easily committed/retrieved 24/7y

• Powerful search engine

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The Eyes of Texas, U. T. Austin’s school song, written on laundry paper by student John Lang Sinclair in 1903

A Search

John Lang Sinclair in 1903.

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Eyes of Texas Search Results

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• Ability to delete/attach pages to an existing document in FileNet w/o printing whole

Challenges

document in FileNet w/o printing whole document + rescanning/recommitting

• Spell check

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• $230,000 upgrade

• Annual maintenance license = $85/user

The Cost

• Annual maintenance license = $85/user (increasing 10% per year)

• Full maintenance costs (licensing for public access, workflow, and integration pieces)

• Tech support

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Audio & Video Conferencing

Jeannie PhillipsUniversity of Alaska

3/18/2011

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Audioconferencing

• Ensure you have a measure of control over a fconference.

• Find vendors who provide for length of time on conference and number of participants for your institutionyour institution.

• Get price quotes: length and # of participants

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Videoconferencing

• Do your videoconferences need to be t bl ?portable?

• Do you have a technician that attends meetings?

• How many sites will you need to have online?• What is the average length of a• What is the average length of a videoconference?

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Mini PowerPoint ProjectorPROS

• Extremely portable• Can run on batteries or AC power• Can run off USB or PC• Economical – approx. $280

Mini PowerPoint ProjectorCONS

• Not as bright. Need darker room.

• Need to test before use – not intuitive.

1

Board Assessment: The Journey to Good Governancey

April 2, 2011

Mitzi Norton Paula Ammerman

• To enable the board to strengthen its performance – Are we functioning effectively?

• To identify and reach consensus on board goals

Why Assess?

• To identify and reach consensus on board goals• To ensure that the board has a clear grasp of its

responsibilities• To strengthen relationships among board

members and especially with the chief executive• To clarify expectations for one another and

between the board and chief executive

2

• Use a third party facilitator or conduct an in-house assessment.I l b d h i id t d th

Best Practices – The Written Survey

• Involve your board chair, president, and any other responsible group of trustees in the design of the written survey.

• Well-written surveys touch upon the issues & topics that will be addressed at your board’s annual retreat or workshop, devoted entirely to

i i th b d’ k reviewing the board’s work.

The survey should make trustees think


The survey should make trustees think about their roles & responsibilities,

their relationships with each other, the board’s organization,

and the quality of the board’s workand the quality of the board s work.

3

• A well-written survey speaks directly to your board’s primary governing responsibilities and competencies


competencies.– Are we doing what we said we’d do?– Find your board’s strengths & weaknesses.

• Not all competencies can be addressed at your retreat/workshop after the assessments are done. Choose the most important and

ti l f tt f l i consequential performance matters for analysis and resolution, those which the board chair and president feel have the greatest impact on board effectiveness.

• Can contain open-ended questions & yes/no questions.

• Completed surveys should be sent to the board


• Completed surveys should be sent to the board professional or a trusted member of the board.

• Written responses should be added to the results verbatim.

• Individual names should be omitted from the results.

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• Board responsibilities• Board membership

B d i ti

Criteria to Assess

• Institutional achievements

• Future institutional • Board organization• Board-chief executive

relationships• Board relationships

with other stakeholder groups

• Future institutional performance

• Future board performance• Other performance

observations and opportunities for improvementimprovement

Two Schools, Two Practices,

&&

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• Founded in 1855 as the Farmer’s High School; now a multicampus public

h i it

Penn State

research university• Land-Grant Institution with tripartite

mission of teaching, research, and service• 24 locations; one governing board• 90,000+ students• 32 voting trustees; 16 emeriti members• Board composition unique, particularly for

public institution

• Governance structure provides for strong presidency – oversight vs. micromanage

Penn State

• Evolution of board operation and organization

• Retreats held for specific purposes; self-assessment avoided

• Experiences and Lessons Learned– 2002 – 2006– 2009– 2012

6

• Growing uneasiness among board members feeling “managed”

Penn State – 2002

• Retreat planned; first ever self assessment; 24 questions asked, many yes/no–Governance issues–Operation of board/committees–Topic suggestionsp gg–Meeting format–Term limitations

• 87.5% response rate from voting members; 86.6% response rate from

iti

Penn State – 2002

emeriti• 109 individual comments and 2 extensive

memos; statistical summary and comments provided to board

• Retreat facilitated by chair with a “focus h i ” h l h d on the negative” – unhealthy and non-

productive• Will of the collective undermined by

emotions

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• Gee, that was fun . . . Let’s do it again!• Systematic approach; plenty of planning

Penn State - 2006

lead time (10 months)• Where to begin?

– Identification of facilitator (trusted advisor, independent perspective, accepted)

–What to ask (review of instruments; modify/adapt as required)

–Who to ask

• Criteria to Assess– Institutional mission

Penn State - 2006

– Academic governance and educational policies– Institutional planning– Board-chief executive relationships– Physical plant– Financial management

B d b hi– Board membership– Board Organization and performance– Board organization and performance board

relations with key constituencies

8

• General Assessment– What two or three top issues have most

i d th b d’ ti d tt ti d i

Penn State - 2006

occupied the board’s time and attention during the past year?

– What were the one or two particular successes during the past year for which the board feels some special satisfaction?

– What particular shortcomings must the board address regarding how it is organized to do its work? What other dimensions of its performance should be addressed?

• Board Member Review (individual assessment)

• The Devil’s in the details– Planning, background, hot topics and

Penn State - 2006

hot buttons, seating–Administering survey/collection of

data/”gentle” reminders/IT issues–Distribution of summary/confidentiality–Structured agendag–Board professional’s role (is more than a

scribe)–Documenting the discussion

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• It’s coming around again . . .• Same old, same old?

Penn State - 2009

–Don’t be intimidated–Think and view with fresh perspective–Establish parameters that may be

helpful to board•What does this mean?•What does this mean?

CRITERION 1: INSTITUTIONAL MISSION

A clearly articulated mission is important as a frame of reference for everyone connected with the institution--the president, trustees, faculty, students, staff, alumni, donors, and many others-to guide their work and contributions to its advancement. It is important for the board and president, often in collaboration with appropriate stakeholders, to

Penn State - 2009

p p , pp p ,periodically review the mission statement's adequacy and appropriateness.

Penn State's Mission Statement:

Penn State is a multi-campus public research university that improves the lives of the people of Pennsylvania, the nation, and the world through integrated, high-quality programs in teaching, research, and service.

Our instructional mission includes undergraduate, graduate, professional, and continuing and distance education informed by scholarship and research.

Our research, scholarship, and creative activities promote human and economic development through the expansion of knowledge and its applications in the natural and applied sciences, social sciences, arts, humanities, and professions. As Pennsylvania's land-grant university, we also hold a unique responsibility to provide access, outreach, and public service to support the citizens of the Commonwealth and beyond. We engage in collaborative activities with industrial, educational, and agricultural partners here and abroad to generate, disseminate, integrate, and apply knowledge.

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CRITERION 6: FINANCIAL MANAGEMENT

In the financial affairs of the institution, the board has a responsibility to ensure that there is a mechanism in place to oversee and to help ensure prudent fiscal management. The board must see to it that sound financial policies are followed, yet refrain from becoming involved in the execution of policies or their administration. The entire board

Penn State - 2009

, y g papproves the annual budget and reserves certain other authority for itself, consistent with its legal and fiduciary responsibilities.

Penn State's Board of Trustees has established several subcommittees or entities to oversee investments, finance and budget issues, audit and control issues. Additionally, the board is apprised of capital plans, budget planning processes and the related impactors.

• It’s coming around again . . .• Same old, same old?

Penn State - 2009

–Don’t be intimidated–Think and view with fresh perspective–Establish parameters that may be

helpful to board•What does this mean?•What does this mean?

–Use affirmative statements vs. asking questions

–Retain certain core metrics for comparison

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Presentation of FindingsCRITERION 1: INSTITUTIONAL MISSION

Penn State - 2009

2006 2009

1. The mission of the University is clear. 81% 93%3. The University lives up to its stated mission. 80% 93%

Observations/Recommended Actions:

Financial constraints pose challenges in meeting mission (access). Lack of awareness of missionLack of awareness of mission.

Review mission as part of the strategic planning process; add to trustee orientation book; annual review of mission by Board (distributed for information/awareness on July 1--beginning of all terms of service).

Presentation of FindingsCRITERION 7: BOARD MEMBERSHIP, ORIENTATION AND EDUCATION

Penn State - 2009

2006 2009

1. Board composition reflects diversity in personal backgrounds, ethnicity, age, and gender.

77% 59%

5. The continuing education opportunities provided for the board members via seminars and presentations are relevant and helpful.

61% 89%

6. Board members avoid representing particular campuses in geographical regions or favorite programs when deliberating

76% 83%geographical regions or favorite programs when deliberating policy or actions.

7. Board members respect the principle of avoiding partisanship in their decisions, including their responsibility to be independent of political influence.

70% 90%

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Presentation of FindingsCRITERION 7: BOARD MEMBERSHIP, ORIENTATION AND EDUCATION (continued)

Penn State - 2009

Observations/Recommended Actions:

Lack of diversity in membership (backgrounds, ethnicity, age, and gender).

Exploration of a statement of expectations of membership/statement of responsibilities. (Purposes could include notification of constituent bodies of desired skill sets required of members; expectations of membership; evaluation of individual trustee performance by Board leadership.)e a uat o o d dua t ustee pe o a ce by oa d eade s p )

• Retreat planning• Summary of discussions

Penn State - 2009

• Present summary• Implement changes• It’s coming around again . . . 2012!

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• Oldest independent school of psychology in North America, founded in 1952

Adler School of Professional Psychology

• Two campuses, one Board of Trustees• Up to 21 trustees, including the president• Meet four times per year + one annual

retreat

• Trustees complete a Board Assessment & Self Assessment annually in the summer

Adler School – Our Process

• Board Professional collects completed surveys & is the only one who sees them

• Names are written on the surveys to keep track of who responded

• Results shared, discussed, & processed at annual retreat in the fall.

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• Our Survey Format–Objective Questions scored on a 5-point

Adler School – Our Tool

rating scale (strongly disagree to strongly agree)

–Written Questions

Adler School – Board Assessment

How is the Board doing as a whole?

Where is there room for improvement?

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• Board Responsibilities– If the Board governs, not manages, the

S h l

Our Board Assessment assesses…

School– If the Board fulfills its commitments, as

stated in our Board Governance Manual (i.e. attendance, trustee recruitment, accepting leadership roles, fundraising, etc.)etc )

– If the Board stays informed to make decisions & govern the School responsibly

– If the Board supports the School’s fundraising efforts

• Board Membership– If the Board’s recruitment process is

ff ti


effective– New trustee orientation– How welcoming the Board is to new

trustees

16

• Board Organization– How well the board spends its time in

ti & t id f ti


meetings & outside of meetings– If the Board is given adequate advance

material to prepare for meetings– The effectiveness of committee structure– If the Board appropriately handles diverse

perspectives & conflictsperspectives & conflicts– Board leadership– Board collegiality

• Board – President Relationship– Board support of the President’s decisions


– Presidential performance assessment– If the Board is effective in determining &

administering the President’s compensation– The Board’s collaboration with the

President in setting annual School goals

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• Institutional Performance– Board involvement with strategic planning


– Board decision-making– How well the Board stays informed about

trends in higher ed that might affect the School

Adler School – Self Assessment

• How are trustees doing as individuals?• Do they know what their responsibilities are?• Are they coming back for another term?• Are they coming back for another term?• Do they prepare themselves for meetings?• Do they participate in board meetings? Support decisions

made at Board meetings, even if they voted against it?• Do they participate on committees? Attend school events?• Do they make an annual monetary contribution? Cultivate

donors?• Have they recommended viable trustee candidates?• Have they made themselves available for some kind of

Board leadership role?• Do they maintain confidentiality & disclose potential

conflicts of interest?

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• Elaborate upon low ratings (1 or 2)• Strengths / weaknesses

Written Questions

• Board effectiveness• What are you proud of as a trustee?• Board goals• Special focus for the coming year

YOU• What have YOU done for us?

• How can WE use you better?

• Only 67% of trustees strongly agree or agree that “The Board receives the appropriate amount of information about academic affairs to carry out its governance of the School.”

What’s Next for the Adler Board?

– Academic Affairs Committee– The Board now has purposeful strategic discussions

about academic matters built into their meeting agendas, with pre-reading material sent two weeks in advance of the meeting.

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• Only 58% of trustees strongly agree or agree that they have “made themselves available for a leadership role as an office committee


for a leadership role as an office, committee chair, or ad hoc task group chair.”– Board Committees were restructured & new

leadership was called upon.

• We are not supporting fundraising and not “connecting” for the President and Adler.


–Set Board goal around fundraising. Yes, we really didn’t have one for a long, long time!

–Established a trustee “Individual Engagement Plan” (IEP) program h h h Offi f D lthrough the Office of Development.

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Any Questions?

Ingram, R.T. and Weary, W.A. (2000). Presidential & Board Assessment in Higher Ed ti P li i &

Notes

Education: Purposes, policies, & strategies. Washington, D.C.: Association of Governing Boards.