1.3 Board of Trustees of Ithaca College (Charter -- Bylaws -- Procedures)

1.3.3 Board Procedures of the Ithaca College Board of Trustees

1.3.3.1 Ithaca College Conflict of Interest Policy for Members of the Board of Trustees and Officers of the College

The following statement of policy applies to all voting members of the Board of Trustees ("Trustees") and all officers of the College ("Officers").

Fiduciary Responsibilities

Trustees and Officers owe special duties of care and loyalty to the College as they are responsible for the total well-being of the institution. They must place the welfare of the College above their own personal interest and place as secondary any possible alumni, faculty, student, family or outside business interests. Using the trustee or officer position for personal gain or advantage or to obtain favored status for or from a special interest group or business, affiliates, or family over the best interests of the institution and the public good is to be avoided. Trustees and Officers should avoid even the appearance of a conflict of interest that might embarrass the board or the institution and to reveal these possible conflicts in a timely fashion.

Disclosure of Known or Possible Conflicts of Interest

Trustees and Officers shall advise the chairperson of the Executive Committee of any known conflict or possible conflict of interest, direct or indirect, personally or through any other related or affiliated person, persons or other entity relating to financial or other transactions with or interests involving the College, regardless of dollar amount.

Disclosure forms, as approved by the Board of Trustees, shall be provided to Trustees and Officers on an annual basis. These forms shall be filed with the chairperson of the Executive Committee who shall provide copies to the secretary to the board for the board's files and, in the case of Officers, to the president. It is the responsibility of Trustees and Officers to keep these forms current at all times.

Review of Known or Possible Conflicts of Interest

Members of the Executive Committee will review all conflicts or possible conflicts of interest reported by Trustees. The president will review all conflicts or possible conflicts of interest reported by Officers. If the Executive Committee or president, as appropriate, determines a conflict or a possible conflict exists, the situation will be reviewed following the process described below. When conflicts are not approved as an exception, Trustees or Officers must either remove themselves from the conflict or resign their position. Information disclosed shall be held in confidence by members of the Executive Committee and the Board of Trustees.

Approval of Exceptions

On rare occasions, trustee or officer related business may supply the best services or goods and/or may provide the best price in the area. Such transactions may be ratified by a vote of the Board of Trustees providing:

1. The relationship between the Trustee or Officer and the supplier has been disclosed through the reporting system.
   
    
2. The transaction has been reviewed by the Executive Committee or president, as appropriate, and a recommendation has been made to the Board of Trustees.
   
    
3. The benefits to the College from trustee or officer related business and/or the prices paid for those benefits are measurably better than those that could be obtained from unrelated entities.

Interested Trustees may be counted in determining the presence of a quorum at the meeting of the Board of Trustees at which such transaction is considered; however, the interested Trustee shall abstain from voting on this matter and shall not be present at the time of the vote.

1.3.3.2 Statement of Trustee Responsibilities and Code of Conduct

We, the members of the Board of Trustees of Ithaca College, recognize the importance of articulating standards in the way we exercise our trusteeship. By adopting this statement we exercise our trusteeship. By adopting this statement we acknowledge that trusteeship requires a code of behavior not usually expected of other citizens. By willingly and enthusiastically accepting the privilege of serving the public interest and this institution, we also accept the obligations and responsibilities that accompany our trusteeship.

This statement is intended to clarify our individual responsibilities, which we acknowledge to be distinct from, but complementary to, those of the board as a corporate entity. It shall serve to help individuals being considered for nomination to the board to decide whether they wish to accept election, to remind new and incumbent members of their obligations, and to encourage periodic review of ourselves and our board's performance.

Therefore, as trustees of Ithaca College, we each pledge to:

1. participate in the appointment, support, and assessment of the president;
   
    
2. counsel the chief executive as appropriate and offer support in the chief executive's relationships with groups or individuals on or off campus;
   
    
3. remain knowledgeable about the institution's mission, purposes, goals, policies, educational offerings, strengths, and needs;
   
    
4. serve the institution as a whole rather than any special interests(s);
   
    
5. remain knowledgeable about trends in higher education and other institutions in our community, state, region, and nation;
   
    
6. when called upon by the board, help interpret and explain to the administration and academic community the needs, interests, and concerns of the community at large in the course of helping to set institutional purposes, priorities, and policies;
   
    
7. Help interpret and explain to state policy makers and others how the unique nature of an academic enterprise makes it distinct from other public agencies, including its essential commitment to academic freedom and its delicate internal system of shared governance. In a similar vein, we pledge to protect the institution's integrity and independence from unreasonable outside interference;
   
    
8. assist the Institutional Advancement Committee and administration by implementing fund-raising strategies to the best of our ability through personal influence with other corporations, individuals, and foundations;
   
    
9. make Ithaca a priority in charitable giving, and give an annual gift according to personal means, mindful of the need to support capital and annual giving programs as appropriate;
   
    
10. prepare for and participate in all official board meetings and functions, including committee meetings and appropriate campus events;
    
     
11. suggest agenda items periodically for board and committee meetings to ensure that significant policy-related matters are addressed;
    
     
12. actively deliberate, discuss and debate board matters consistent with one's conscience and convictions, while supporting the majority decision on issues decided by the board;
    
     
13. understand the institution's financial statements to help the board fulfill its fiduciary responsibility;
    
     
14. serve in leadership positions or undertake special assignments willingly and enthusiastically when asked;
    
     
15. maintain confidentiality of the board's deliberations and speak on behalf of the board or institution only when authorized to do so by the chairperson or the chairperson's designee;
    
     
16. ensure that our communication with individual students, faculty, staff, or administrators is judicious and appropriate to our roles as trustees;
    
     
17. assess clearly and critically any situation that may present a conflict of interest for the Board or the institution; inform the board of possible conflicts in a timely fashion for disposition by the Board as it may decide;
    
     
18. establish and support board channels for the resolution of differences;
    
     
19. suggest trustee nominees to the board who are individuals of achievement and distinction and who can make significant contributions to the work of the board and the progress of the institution;
    
     
20. encourage periodic review of the board's performance and support peer assessment of the Board's performance as an example to all members of the academic community and to acknowledge that Board and presidential leadership are interdependent; and
    
     
21. Bring a sense of humor to the board's deliberations.

We, the trustees of Ithaca College, thus commit ourselves individually and collectively to the highest possible standards of conduct. We acknowledge that each of us shares a profound obligation to exercise our best possible judgment as we face the often perplexing matters affecting the health and vitality of this institution we hold in trust for future generations. At the same time, we appreciate that trusteeship, like the presidency, is a distinctly human enterprise and a somewhat imperfect device.

We respect the judgments of others concerning our performance, because we recognize the need to see ourselves as others see us. As willing volunteers in perhaps the most noble of all forms of volunteerism in our participatory democracy, we individually pledge to help the board and Ithaca College be all they are capable of being.

1.3.3.3 Board Policy on Tuition and Fees

All students attending the College and not expressly exempted from the payment thereof, shall pay such tuition and other fees at such times and in such a manner as may be fixed by the Board of Trustees. The board expressly reserves the power at any time without prior notice to make such increases and changes in the amount, time and manner of payment as it may deem necessary and proper.

No degree shall be conferred or certificate issued until all fees and other financial obligations to the College have been paid or satisfactorily arranged.

1.3.3.4 Procedure for Election of Chair and Vice Chair of the Board

The chair of the Trusteeship Committee will be responsible for initiating the process of annual election. If at the time of officer elections, the chair of the Trusteeship Committee is an officer of the board, then the chairman of the board shall nominate another member of the Trusteeship Committee to fulfill the board officer election responsibility. It is the responsibility of the chair of the Trusteeship Committee or the designated alternate to review with an incumbent his/her desire for re-election.

The election of board officers will take place in executive session. The individuals under consideration as board officers will not be present for the session. During the executive session, the board will vote to ratify the election of the incumbents or alternatively determine whether an open election including new nominees should be conducted. The chairman and the vice chairman shall be elected for a term of three years.