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Salt Lake Arts Academy Governance Policies February 15, 2008 I. ENDS A. Global Ends Policy II. GOVERNANCE PROCESS A. Global Governance Process Policy B. Governing Style C. Board Job Description D. Agenda Planning E. President’s Role F. Board Secretary’s Role G. Board Members’ Code of Conduct H. Board Committee Principles I. Cost of Governance III. BOARD-MANAGEMENT DELEGATION A. Global Board-Management Delegation B. Unity of Control C. Accountability of the CAO D. Delegation of the CAO E. Monitoring CAO Performance (CALENDAR) IV. ADMINISTRATIVE LIMITATIONS A. Global Administrative Constraint B. Treatment of Students and Families C. Treatment of Staff D. Financial Planning and Budgeting E. Financial Condition and Activities F. Emergency CAO Succession G. Asset Protection H. Compensation and Benefits I. Communication and Support to the Board J. Ends Focus of Grants or Contracts I. ENDS A. Global Ends Policy The Salt Lake Arts Academy exists that our students will become thoughtful, capable contributors to their communities, ready to take responsibility for shaping society’s decisions and design. This will be accomplished through effective use of public and private funds. 1. The students of the Salt Lake Arts Academy will: a. Demonstrate proficiency and enduring understanding of language arts, social studies, science, foreign languages, mathematics and the arts. Salt Lake Arts Academy Governance Policies February 15, 2008 2 b. Engage in reflective practices that require them to ask questions of their beliefs, actions and understanding which in turn demands a personal assessment of what has been experienced and learned. c. Use their core training in the arts to expand meaning and creative interpretation to their work in the arts as well as in other content areas. d. Understand that there are multiple perspectives beyond their own and are expected to exhibit empathetic awareness of others’ points of view and the relationships within our numerous communities. 2. The Salt Lake Arts Academy will be a model for innovative public middle school education that shapes communities and builds future leaders. 3. The Salt Lake Arts Academy will engage families in their students’ education. 4. Salt Lake Arts Academy will actively pursue relationships with individuals and groups to further its mission and fiscal sustainability. II. GOVERNANCE PROCESS A. Global Governance Process Policy The purpose of the board, on behalf of the people of the state of Utah, is to see to it that the Salt Lake Arts Academy (a) achieves appropriate results for appropriate persons for an appropriate cost (as specified in board Ends policies) and (b) avoids unacceptable actions and situations (as prohibited in board Administrative Limitations policies). B. Governing Style The board will govern lawfully, observing the principles of the Policy Governance model, with an emphasis on (a) outward vision rather than internal preoccupation, (b) encouragement of diversity on viewpoints, (c) strategic leadership more than administrative detail, (d) clear distinction of board and chief administrative roles, (e) collective rather than individual decisions, (f) future rather than past or present and (g) proactivity rather than reactivity. Accordingly, 1. Cultivate a sense of group responsibility. The board, not the staff, will be responsible for excellence in governing. The board will be the initiator of policy, not merely a reactor to staff initiatives. The board will not use the expertise of individual members to substitute for the judgment of the board, although the expertise of individual members may be used to enhance the understanding of the board as a body. 2. Direct, control, and inspire the organization through the careful establishment of broad written policies reflecting the board’s values and perspectives. The board’s major policy focus will be on the intended long-term impacts outside the staff organization, not on the administrative or programmatic means of attaining those effects. 3. Enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation for meetings, policymaking principles, respect of roles, and ensuring the continuance of governance capability. Although the board Salt Lake Arts Academy Governance Policies February 15, 2008 3 can change its Governance Process policies at any time, it will scrupulously observe those currently in force. 4. Provide and participate in board development to include (a) continual new board member orientation in the board’s governance process, (b) periodic board discussion of process improvement. 5. Allow no officer, individual, or committee of the board to hinder or serve as an excuse for not fulfilling group obligations. 6. Monitor and discuss the board’s process and performance at each meeting. Self-monitoring will include comparison of board activity and discipline to policies on the Governance Process and Board-Management Delegation categories. C. Board Job Description Specific job outputs of the board as an informed agent of the ownership are those that ensure appropriate organizational performance. Accordingly, the board will provide 1. Authoritative linkage between the ownership and the operational organization. 2. Written governing policies that realistically address the broadest levels of all organizational decisions and situations regarding: a. Ends: The organizational impacts, benefits, outcomes; recipients, beneficiaries, impacted groups; and their relative worth in cost or priority. b. Governance Process: Specification on how the board conceives, carries out, and monitors its own task. c. Board-Management Delegation: How power is delegated and its proper use monitored; the CAO’s role, authority, and accountability. d. Administrative Limitations: Constraints on administrative authority that establish the prudence and ethics boundaries within which all administrative activity and decisions must take place. 3. Assurance of successful organizational performance on Ends and Administrative Limitations. D. Agenda Planning To accomplish its job products with a governance style consistent with board policies, the board will follow an annual agenda that (a) completes a re-exploration of Ends policies annually and (b) continually improves board performance through board education and enriched input and deliberation. 1. The cycle will conclude each year on the last day of June so that administrative planning and budgeting can be based on accomplishing a one-year segment of the board’s most recent statement of long-term Ends. 2. The cycle will start with the board’s development of its agenda for the next year. a. Consultations with selected groups in the ownership, or other methods of gaining ownership input, will be determined and arranged in the first quarter, to be held during the balance of the year. Salt Lake Arts Academy Governance Policies February 15, 2008 4 b. Governance education and education related to ends determination (presentations by futurists, demographers, advocacy groups, staff, and so on) will be arranged in the first quarter, to be held during the balance of the year. c. A board member may recommend or request an item for board discussion by submitting the item to the Board President no later than five days before the board meeting. 3. Throughout the year, the board will attend to consent agenda items as expeditiously as possible. 4. CAO monitoring will be on the agenda if reports have been received since the previous meeting, if plans must be made for direct inspection monitoring, or if arrangements for thirdparty monitoring must be prepared. 5. CAO remuneration will be decided during the month of June after a review of monitoring reports received in the last year. 6. The board shall have a structured agenda, including but not limited to call to order, attendance, minutes, monitoring affirmation, ends, governance process, consent agenda, selfevaluation, next meeting and adjournment. E. Board President’s Role The Board President will function as the chief governance officer, a specially empowered member of the board, who ensures the integrity of the board’s process and, secondarily, occasionally represents the board to outside parties. 1. The assigned result of the Board President job is that the board behaves consistently with its own rules and those legitimately imposed upon it from outside the organization. 2. The Board President is empowered to chair board meetings with all the commonly accepted powers of that position, such as ruling and recognizing. a. The Board President has no authority to make decisions about policies created by the board within Ends and Administrative Limitations policy areas. Therefore, the Board President has no authority to supervise or direct the CAO. b. The Board President may represent the board to outside parties in announcing boardstated positions and in stating Board President decisions and interpretations within the area delegated to that role. c. The Board President may delegate this authority but remains accountable for its use. d. The Board President will be responsible for ensuring members’ attendance at board meeting is in compliance with the bylaws. F. Board Secretary’s Role The board secretary is an officer of the board whose purpose is to ensure the integrity of the board’s documents. 1. The assigned result of the secretary’s job is to see to it that all board documents and filings are accurate and timely. Salt Lake Arts Academy Governance Policies February 15, 2008 5 a. Policies will be current in their reflection of board decisions. Decisions upon which no subsequent decisions are to be based, such as consent agenda decisions, motions to adjourn, and staff or board member recognitions, need not be placed in policy. b. Policies will rigorously follow Policy Governance principles. c. Bylaws elements necessary for legal compliance and for consistency with the principles of Policy Governance will be known to the board. d. Requirements for format, brevity, and accuracy of board minutes will be known to the CAO. 2. The authority of the secretary is access to and control over board documents, and the use of staff time to prepare said documents. G. Board Member’s Code of Conduct The board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as board members. 1. Members must have loyalty to the ownership, unconflicted by loyalties to staff, other organizations, or any personal interest as consumers. 2. Members must avoid conflict of interest with respect to their fiduciary responsibility. a. There will be no self-dealing or business by members with the organization. Members will annually disclose their involvements with other organizations or with vendors and any associations that might be reasonably seen as representing a conflict of interest. b. When the board is to decide upon an issue about which a member has an unavoidable conflict of interest, that member shall withdraw without comment not only from the vote but also from the deliberation. c. Board members will not use their board position to obtain employment in the organization for themselves, family members, or close associates. A board member who applies for employment must first resign from the board. 3. Board members may not attempt to exercise individual authority over the organization. a. Members’ interactions with the CAO or with staff must recognize the lack of authority vested in individuals except when explicitly authorized by the board. b. Members’ interactions with the public, the press, or other entities must recognize the same limitations and the inability of any board member to speak for the board except to repeat explicitly stated board decisions. c. Except for participation in board deliberation about whether the CAO has achieved any reasonable interpretation of board policy, members will not express individual judgments of performance of employees or the CAO. 4. Members will respect the confidentiality appropriate to issues of sensitive nature. 5. Members will be properly prepared for board deliberation. a. Meeting discussion content will consist solely of issues that clearly belong to the board to decide or monitor according to board policy. Salt Lake Arts Academy Governance Policies February 15, 2008 6 b. Information that is neither for monitoring performance nor for board decisions will be avoided or minimized and always noted as such. c. Deliberation will be fair, open, and thorough but also timely, orderly, and kept to the point. 6. Members will support the legitimacy and authority of the final determination of the board on any matter, without regard to the member’s personal position on the issue. 7. Members will support the organization’s fundraising activities. 8. In order maintain a quorum and conduct business, members must attend meetings according to the bylaws. H. Board Committee Principles Board committees, when used, will be assigned so as to reinforce the wholeness of the board’s job and so as never to interfere with delegation from board to CAO. 1. Board committees are to help the board do its job, never to help or advice the staff. Committees ordinarily will assist the board by preparing policy alternatives and implications for board deliberation. In keeping with the board’s broader focus, board committees will normally not have dealings with current staff operations. 2. Board committees may not speak or act for the board except when formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated in order to prevent conflict with authority delegated to the CAO. 3. Board committees cannot exercise authority over staff. The CAO works for the full board, and will therefore not be required to obtain the approval of a board committee before an administrative action. 4. Board committees are to avoid overidentification with organizational parts rather than the whole. Therefore a board committee that has helped the board create policy on some topic will not be used to monitor organizational performance on that same topic. 5. Committees will be used sparingly and ordinarily in an ad hoc capacity. 6. This policy applies to any group that is formed by board action, whether or not it is called a committee and regardless of whether the group includes board members. It does not apply to committees formed under the authority of the CAO. I. Cost of Governance Because poor governance costs more than learning to govern well, the board will invest in its governance capacity. 1. Board skills, methods, and supports will be sufficient to ensure governing with excellence. a. Training and retraining will be used liberally to orient new members and candidates for membership, as well as to maintain and increase existing members’ skills and understanding. b. Outside monitoring assistance will be arranged so that the board can exercise confident control over organizational performance. This includes but is not limited to financial audits. Salt Lake Arts Academy Governance Policies February 15, 2008 7 c. Outreach mechanisms will be used as needed to ensure the board’s ability to listen to owner viewpoints and values. 2. Costs will be prudently incurred, though not at the expense of endangering the development and maintenance of superior capability. 3. The board will establish its Cost of Governance budget for the next fiscal year during the month June. III. BOARD-MANAGEMENT DELEGATION A. Global Board-Management Delegation The board’s sole official connection to the operational organization, its achievements, and conduct will be through a chief administrative officer, titled CAO/Principal. B. Unity of Control Only officially passed motions of the board are binding on the CAO. 1. Decisions or instructions of individual board members, officers, or committees are not binding on the CAO except in rare instances when the board has specifically authorized such exercise of authority. 2. In the case of board members or committees requesting information or assistance without board authorization, the CAO can refuse such requests that require, in the CAO’s opinion, a material amount of staff time or funds, or are disruptive. C. Accountability of CAO The CAO is the board’s only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the board is concerned, is considered the authority and accountability of the CAO. 1. The board will never give instructions to persons who report directly or indirectly to the CAO. 2. The board will not evaluate, either formally or informally, any staff other than the CAO. 3. The board will view the CAO performance as identical to organizational performance so that organizational accomplishments of board-stated Ends and avoidance of board-proscribed means will be viewed as successful CAO performance. D. Delegation to the CAO The board will instruct the CAO through written policies that prescribe the organizational Ends to be achieved and proscribe organizational situations and actions to be avoided, allowing the CAO to use any reasonable interpretations of these policies. Salt Lake Arts Academy Governance Policies February 15, 2008 8 1. The board will develop policies instructing the CAO to achieve specific results, for specified recipients, as a specified cost. These policies will be developed systematically from the broadest, most general level to more defined levels and will be called Ends policies. All issues that are not ends issues as defined here are means issues. 2. The board will develop policies that limit the latitude the CAO may exercise in choosing the organizational means. These limiting policies will describe those practices, activities, decisions, and circumstances that would be unacceptable to the board even if they were to be effective. Policies will be developed systematically from the broadest, most general level to more defined levels, and they will be called Administrative Limitations policies. The board will never prescribe organizational means delegated to the CAO. 3. Below the global level, a single limitation at any given level does not limit the scope of any foregone level. 4. Below the global level, the aggregate of limitations on any given level may embrace the scope of the foregoing level, but only if justified by the CAO to the board’s satisfaction. 5. As long as the CAO uses any reasonable interpretation of the board’s Ends and Administrative Limitations policies, the CAO is authorized to establish all further policies, make all decisions, take all actions, establish all practices, and pursue all activities. Such decisions of the CAO shall have full force and authority as if decided by the board. 6. The board may change its Ends and Administrative Limitations policies, thereby shifting the boundaries between board and CAO domains. By doing so, the board changes the latitude of choice given to the CAO. But as long as any particular delegation is in place, the board will respect and support the CAO’s choices. E. Monitoring CAO Performance Systematic and rigorous monitoring of CAO job performance will be solely against the only expected CAO job outputs: organizational accomplishments of board policies on Ends and organizational operation within the boundaries established in board policies on Administrative Limitations. 1. Monitoring is simply to determine the degree to which board policies are being met. Information that does not do this will not be considered to be monitoring information. 2. The board will acquire monitoring information by one or more of three methods: a. By internal report, in which the CAO discloses interpretations and compliance information to the board. b. By external report, in which an external, disinterested third party selected by the board assesses compliance with board policies. c. By direct board inspection, in which a designated member or members of the board assess compliance with the appropriate policy criteria. 3. In every case, the board will judge (a) the reasonableness of the CAO’s interpretation and (b) whether data demonstrates accomplishment of the interpretation. 4. The standard of compliance shall be any reasonable CAO interpretation of the board policy being monitored. The board is the final arbiter of reasonableness, but will always judge with a “reasonable person” test rather than with an interpretation favored by board members or by the board as a whole. Salt Lake Arts Academy Governance Policies February 15, 2008 9 5. All policies that instruct the CAO will be monitored at a frequency and by a method chosen by the board. The board can monitor any policy at any time by any method, but will ordinarily depend on a routine schedule. Policy Method Frequency Board meeting to review Ends Internal Annually June Global Administrative Constraint Internal Annually July Treatment of Students & families Internal Annually August Treatment of Staff Internal Annually March Financial Planning/ Budgeting Internal Quarterly Jan., Apr., July, Oct. Financial Condition and Activities Internal Quarterly Jan., Apr., July, Oct. Financial Condition and Activities External Annually November Emergency CAO Succession Internal Annually May Asset Protection Internal Annually December Compensation and Benefits Internal Annually February Compensation and Benefits External Bi-annually May even-numbered years Communication & Support to the Board Direct Inspection Annually September Ends Focus of Grants Internal Annually July IV. ADMINISTRATIVE LIMITATIONS A. Global Administrative Constraint The CAO shall not cause or allow any organizational practice, activity, decision, or circumstance that is either unlawful, imprudent, or in violation of commonly accepted business and professional ethics and practices. B. Treatment of Students and Families With respect to interactions with students and their families or those applying to the school, the CAO shall not cause or allow conditions, procedures, or decisions that are unsafe, untimely, undignified, or unnecessarily intrusive. Salt Lake Arts Academy Governance Policies February 15, 2008 10 The CAO shall not: 1. Elicit information for which there is no clear necessity. 2. Use methods of collecting, reviewing, transmitting, or sorting student information that fail to protect against improper access to the material. 3. Fail to operate facilities with appropriate accessibility and privacy. 4. Fail to establish with students and families a clear understanding of the school’s expectations, including all policies and procedures. 5. Fail to establish with students and families a clear understanding of what may be expected and what may not be expected from the school. 6. Fail to inform students and families of this policy or to provide a way to be heard for persons who believe they have not been accorded a reasonable interpretation of their rights under this policy. C. Treatment of Staff With respect to the treatment of paid and volunteer staff, the CAO may not cause or allow conditions that are unfair, undignified, disorganized, or unclear. The CAO may not: 1. Operate without written personnel policies and procedures that (a) clarify rules for staff, (b) protect against wrongful conditions such as nepotism and grossly preferential treatment for personal reasons, and (c) provide a means of addressing grievances. 2. Retaliate against any staff member for nondisruptive expressions of dissent. 3. Fail to provide regular performance evaluations, a formal job description for each, and clarification of expectations. 4. Fail to acquaint staff with CAO’s interpretation of their protections under this policy. 5. Allow staff to be unprepared to deal with emergency situations. 6. Fail to hold staff accountable for meeting the CAO’s clarified expectations. D. Financial Planning and Budgeting The CAO shall not cause or allow financial planning for any fiscal year or the remaining part of any fiscal year to deviate materially from the board’s Ends priorities or risk financial jeopardy. The CAO will not allow budgeting to: 1. Risk incurring those situations or conditions described as unacceptable in the board policy “Financial Conditions and Activities”. 2. Omit credible projection of revenues and expenses, separation of capital and operational items, cash flow, and disclosure of planning assumptions. 3. Provide less for board prerogatives during the year than is set forth in the “Cost of Governance” policy. E. Financial Condition and Activities Salt Lake Arts Academy Governance Policies February 15, 2008 11 With respect to the actual, ongoing financial conditions and activities, the CAO shall not cause or allow the development of financial jeopardy or material deviation of actual expenditures from board priorities established in Ends policies. The CAO shall not: 1. Expend more funds than have been received in the fiscal year to date unless the board’s debt guideline is met. 2. Incur debt in an amount greater than can be repaid by certain and otherwise unencumbered revenues within sixty days. 3. Use any long-term reserves. 4. Conduct interfund shifting in amounts greater than can be restored to a condition of discrete fund balances by certain and otherwise unencumbered revenues within thirty days. 5. Fail to settle payroll and debts in a timely manner. 6. Allow tax payments or other government-ordered payments or filings to be overdue or inaccurately filed. 7. Make a single discretionary purchase or commitment of greater than the amount approved by the Board as Discretionary Funds in the current year’s Budget. Splitting orders to avoid this limit is not acceptable. 8. Fail to provide the following quarterly reports to the board in a concise, updated and accurate manner: (a) Balance Sheet, (b) Income/Expense (c) Cash Flow Statement, (d) Budget vs. Actual, and to include any other financial reports requested by the board. 9. Acquire, encumber, or dispose of real estate. F. Emergency CAO Succession To protect the board from sudden loss of CAO services, the CAO shall not permit less than two other staff members sufficiently familiar with board and CAO issues and processes to enable them to take over with reasonable proficiency until the Board appoints a permanent replacement. G. Asset Protection The CAO shall not cause or allow the organization’s assets to be unprotected, inadequately maintained, or unnecessarily risked. The CAO shall not: 1. Fail to insure adequately against theft and casualty and against liability losses to board members, staff, and the organization itself. 2. Allow unbonded personnel access to material amounts of funds. 3. Subject facilities and equipment to improper wear and tear or insufficient maintenance. 4. Unnecessarily expose the organization, its board, or its staff to claims of liability, penalties or lawsuits. a. Fail to apply for and obtain all relevant licenses and permits and in a timely manner. 5. Make any purchases (a) wherein normally prudent protection has not been given against conflict of interest; (b) of more than the amount stipulated by Utah Education Office guidelines without having obtained comparative process and quality; (c) of more than the Salt Lake Arts Academy Governance Policies February 15, 2008 12 amount stipulated by Utah Education Office guidelines without stringent method of assuring the balance of long-term quality and cost. Orders shall not be split to avoid these criteria. 6. Fail to protect intellectual property, information, and files from loss or significant damage. 7. Receive, process, or disburse funds under controls insufficient to meet the board-appointed auditor’s standards. 8. Compromise the independence of the board’s audit or other external monitoring or advice, such as by engaging parties already chosen by the board as consultants or advisers. 9. Invest or hold operating capital in insecure instruments, including checking accounts and bonds of less than AAA rating at any time, or in non-interest-bearing accounts except when necessary to facilitate ease in operational transactions. 10. Endanger the organization’s public image, its credibility, or its ability to accomplish Ends. 11. Change the organization’s name or substantially alter its identity in the community. H. Compensation and Benefits With respect to employment, compensation, and benefits to employees, consultant, contract workers, and volunteers, the CAO shall not cause or allow jeopardy to financial integrity or to public image. The CAO shall not: 1. Change the CAO’s own compensation and benefits, except as those benefits are consistent with a package for all other employees. 2. Promise or imply permanent or guaranteed employment. 3. Establish current compensation and benefits that deviate materially from geographic or professional market for the skills employed. 4. Create obligations over a longer term than revenues can be safely projected, in no event longer than one year and in all events subject to losses in revenue. 5. Establish or change pension benefits so as to cause unpredictable or inequitable situations, including those that a. Incur unfunded liabilities. b. Provide less than some basic level of benefits to all full-time employees, though differential benefits to encourage longevity are not prohibited. c. Allow any employee to lose benefits already accrued from any previous plan. d. Treat the CAO differently from other key employees. 6. Create conditions that will violate state retirement policies. I. Communication and Support to the Board The CAO shall not cause or allow the board to be uninformed or unsupported in its work. The CAO shall not: 1. Neglect to submit monitoring data required by the board in Board-Management Delegation policy “Monitoring CAO Performance” in a timely manner, accurate, and understandable fashion, directly addressing provisions of board policies being monitored, and including CAO interpretation consistent with Board-Management Delegation policy “Delegation to the CAO,” as well as relevant data. Salt Lake Arts Academy Governance Policies February 15, 2008 13 2. Allow the board to be unaware of any actual or anticipated noncompliance with any Ends or Administrative Limitations policy of the board regardless of the board’s monitoring schedule. 3. Allow the board to be without decision information required periodically by the board or let the board be unaware of relevant trends. 4. Let the board be unaware of any significant incidental information it requires including anticipated media coverage, threatened or pending lawsuits, material internal and external changes, and events that may affect the school. 5. Allow the board to be unaware that, in the CAO’s opinion, the board is not in compliance with its own policies on Governance Process and Board-Management Delegation, particularly in the case of board behavior that is detrimental to the work relationship between the board and CAO. 6. Present information in unnecessarily complex or lengthy form or in a form that fails to differentiate among information of three types: monitoring, decision preparation, and other. 7. Allow the board to be without a workable mechanism for official board, officer, or committee communications. 8. Deal with the board in a way that favors or privileges certain board members over others, except when (a) fulfilling individual requests for information or (b) responding to officers or committees duly charged by the board. 9. Fail to submit to the board a consent agenda containing items delegated to the CAO yet required by law, regulation, or contract to be board-approved, along with applicable monitoring information. 10. Fail to comply and report on the board established policy-monitoring calendar. J. Ends Focus of Grants or Contracts The CAO may not enter into any grant or contract arrangements that fail to emphasize primarily the production of Ends and, secondarily, the avoidance of unacceptable means. The CAO shall not: 1. Fail to prohibit particular methods and activities to preclude grant funds from being used in imprudent, unlawful, or unethical ways. 2. Fail to assess and consider an applicant’s capability to produce appropriately targeted, efficient results. |
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