Responsibilities of the Board Member

Community college board members are faced with an increasingly important role as community colleges attempt to respond to greater challenges with fewer resources. Board members have   responsibilities that include appointing the president, supporting the president, monitoring the president’s performance, clarifying the institution’s mission and approving long-range plans. In the material that follows, several assumptions are made about the board member’s role.

1)    Board members hold and control assets and programs in trust, that is, for the benefit of others.

2)    Board members are policy-makers, not managers or administrators.

3)    Those who benefit from community colleges vary widely. Beneficiaries can be the general public (open admissions), business and industry, or specialized populations, as in the case of welfare reform or dislocated worker programs.

Liability

Board members are generally not personally liable for decisions made within the scope of their duties as a board member, although in some cases the college itself may incur liability.  Denial of constitutional rights or certain forms of defamation can in some circumstances result in personal liability.  College legal counsel or the legal staff at the Oregon School Boards Association can provide more detailed information on this topic upon request.

Appointing the President

Selecting the right person to direct the life of the institution is a critical matter.  Faculty, administrative officers, students, alumni and others will want a voice in the decision, but even if the choice is shared it is — let there be no doubt about it — is a board responsibility.

Since the choice of a new president ought to depend on institutional needs, the board should look to the faculty, staff and students to analyze institutional needs and develop a list of qualified candidates. The board, however, has the final authority to select the president.  No other decision will have quite so profound and far-reaching an impact on the institution.

Some institutions use an executive search service to assist with the screening process.  Both the Oregon School Boards Association and the Association of Community College Trustees offer services that may be appropriate for Oregon community college boards.  Other providers also offer the service.

Supporting the President

Since the board delegates to the president the responsibility and authority for running the institution, it is in the board’s vested and moral interest to help the president succeed. In order to support him or her, it is important for the board to understand the president’s role with its built-in conflicts and often unreasonable demands.

A wise board chair can save a president from serious mistakes and even catastrophe by thoughtful and sensitive coaching. The board should recognize the president’s strengths and shortcomings and be sensitive to the president’s physical and emotional well-being. The board should insist that the president take annual vacations and short breaks, as well as take sabbatical leaves to restore institutional perspective and maintain professional competence.

Monitoring the President’s Performance

Not only should the board be supportive of the president, but it must also keep a watchful eye on the quality and performance of the institution’s administration. The board must evaluate the efficiency of the college’s operation and whether policies approved by the board are being faithfully carried out.  However, board members must be careful not to directly interfere with management. The line between making and carrying out policy is a fine one. For instance, the board should approve a personnel policy for the institution, but it should not get involved in the selection of individual employees.  The hiring process is an administrative, not a policy function.  The board’s role is to ratify the administration’s hiring decisions if such ratification is included in the college’s policies.

The purpose of evaluation should be forward-looking: to identify goals for the years ahead and set ways to determine what progress has been made toward those goals.  To be most productive in the evaluation of the president, some boards have developed fairly specific criteria that address general administration, relationships, personal attributes, personnel, fiscal, facilities, and academic administration.  The evaluation process addresses issues of administration and accountability, reviews whether mutually agreed upon goals are being met, identifies the president’s strengths and weaknesses and continues to define the scope and role of the office and the president’s performance in that office.

Clarifying the Institution’s Mission

As demand for transfer education increases and technical-professional programs have become more costly, the board with administrators, faculty and staff must review the institution’s mission. Questions must center on what makes the community college distinct from other institutions? What difference would it make — and to whom — if it ceased to exist? Who is the clientele? Are the programs meeting the needs of the community? Should the college retain its original mission to have a comprehensive program that includes transfer courses, professional technical courses and basic and continuing education courses, or should that approach be reassessed?

The board should ensure that the institution has a statement of mission.  Most boards do not try to write such a statement on their own, but involve administration, faculty and other interested people in the process.  The board approves the final statement and the institution publishes it where appropriate in order to ensure that the public and students know what to expect and not expect from the college.

Approving Long-Range Plans

Long-range plans are the strategies for achieving the institution’s mission. While it is the responsibility of the administration to set short-range plans which deal with immediate projections on expenditures, revenues, capital outlays and the like, long-range plans are intended to provide direction, vision and the goals toward which the institution should be moving.  Consequently, elected board members must accept responsibility for establishing long range plans even though they may ask the administration to participate in their drafting.

Individual vs. Board action

Board members in Oregon do not have authority to act individually in making decisions regarding college business; legal authority rests in the board as a whole.  Once a board acts, individual members should avoid public disagreement with or opposition to the board’s decision.  In order to avoid occasion for intra-board conflict, boards need to consider issues with care and strive for agreement on major issues. 

If boards are to make wise decisions, members need to prepare before meetings to discuss the issues likely to arise.  College staff should provide board members with sufficient information regarding issues before the board meets so that no one is surprised by questions that may come up.  See the section on public meetings law for further information.

The Role of the Board Chair

Many and varied responsibilities fall upon the community college board chair. Among other things, the chair is the board’s spokesperson. Consequently, the public and employees will tend to judge the board by the chair’s actions and statements. When the chair speaks, citizens and staff members are likely to assume what is said reflects the position of the entire community college board.

The chair is also the duly-elected leader of the board. His or her setting of agendas, conduct of board meetings, behavior toward other board members, the staff, and the public will influence the rest of the board. 

Conducting meetings

In conducting meetings, the board chair should, first of all, do everything possible to help the board get its work done. This includes working with the president to prepare the board agenda. It is the chair’s responsibility to be sure the agenda is followed with discussion and action proceeding in an orderly and timely fashion. If items on the agenda do not include the time allotted for them, the chair may want to “time” a copy of the agenda in advance, so he or she can keep the board on schedule and finish the entire agenda.

The chair should encourage full discussion of every important board decision. The chair should not dominate the discussion, but should make sure questions vital and relevant to the decision are raised. This should include withholding personal views until the other board members have had an opportunity to express themselves. Respect and consideration of the opinions of all board members is essential. This extends to respect and courtesy toward the president’s recommendation, even if the board and president are in disagreement over the issue.

Throughout the meeting, the chair should keep the board’s attention focused on the agenda items. Meetings that wander aimlessly off into discussions of side issues become unnecessarily long, may result in part of the board’s work being left unfinished and leave a poor impression with visitors.  It may also be an indication that the board is too concerned with administrative details best left to the president.

Above all else, the chair should recognize the need for statesmanship. When controversial problems arise, calm and objective leadership will influence the behavior of the rest of the board and other persons involved. A friendly tone of voice, firm control over meeting procedures, a sense of humor and willingness to give all sides an equal chance to voice their opinions can do much to keep a potential crisis from exploding.

The Chair’s experience and role

The board chair needs a thorough knowledge of board policy and parliamentary procedure. Meetings of the board, though they may be informal, should nonetheless follow established parliamentary procedure or similar rules and should comply with district policy and state law.  It is helpful to make sure that board members are aware of which rules of procedure are to be used. (Robert’s Rules is the most common.) Board members should be provided with a summary of the major motions and order of precedence.  Pocket guides of rules of order are available from many commercial sources.

The chair does not have the authority to direct the staff to do things that have not been agreed upon by the entire board. The chair may, however, ask the president to prepare materials for presentation to the full board. The chair may do this in anticipation of questions board members may have about a specific issue. The president may, in turn, ask other staff members to prepare information for the board.

The chair should not presume to speak for the board unless the board has arrived at a formal decision. The chair also should be cautious about voicing personal opinions since those views may be interpreted as representing board opinion. The chair should not, for example, write a letter-to-the-editor on an education issue, especially a letter signed with his title as board chair, unless the board has authorized it.

Conducting Board Meetings

Oregon’s Public Meetings Law

Under Oregon law, all meetings of a governing board, subcommittees of a board and advisory committees of a board are subject to provisions of the Public Meetings Law, ORS 192.610 thru 192.710. This includes any state or local government board, commission, council, advisory group, committee or official subcommittee consisting of two or more members.

The Public Meetings Law also applies to committees without the power of decision when they are designated to advise a public body, but not when the advice goes to individual public officials, such as presidents.  For example, a committee that advises the college president on student conduct policy is not subject to the law, while the same committee is subject to the law if it advises the board.

Meetings

A meeting occurs when a quorum is present to receive information or to decide or deliberate on any public matter.  A quorum would mean at least four of the seven-member community college board, assuming all positions were filled.

The law specifies that:

1)   All meetings of these bodies shall be conducted in public unless specially exempted;

2)   No quorum of a governing body may meet in private to decide or deliberate toward a decision on any matters except those exempted by law.

On-site inspections and chance social gatherings are exempt.  Attendance by members of a governing body at meetings of any national, regional or state association to which the public body or its members belong is not considered a meeting of the public body. (ORS 192.610, .620, .630.  Also Harris v. Nordquist, 960 Or App 19, 771 P2d 637 (1989)).  However, board members should avoid the appearance of impropriety by not meeting informally at lunch or in similar situations.

Where Meetings May Be Held

The governing body must meet within its geographical boundaries, or at its administrative headquarters or at the nearest practical location.  This does not apply to emergency meetings or to training sessions where no deliberations toward a decision are involved.

Joint meetings of two or more governing bodies must be held within the boundaries of one of the governing bodies or at the nearest location.

In cases of an actual emergency necessitating immediate action by the governing board, the limitations on locations where the meeting may be held do not apply.

The governing body may not meet in any place that discriminates on the basis of race, creed, color, sex, age, national origin or disability. (ORS 192.630)

Calling Meetings

A community college board must provide notice for the time and place of its regular meetings. The board may adjourn such meetings until the next regular meeting or to a specified time prior to the next regular meeting.

Regular and special meetings may be convened: 1) by order of the chair; 2) upon request of three members of the board at least 24 hours before such a meeting is to be held; or 3) by common agreement of the board members. (ORS 332.045)

Notice Requirements

Reasonable notice of time and place is required for any public meeting.  Remember, a public meeting happens whenever a majority of community college board members, or a majority of a board advisory committee, meet to deliberate toward a decision.  The law requires this notice to be reasonably calculated to give actual notice to interested persons, including news media, who have requested notice of the time and place for meetings.

Twenty-four hour notice is required for special meetings.  Appropriate notice is required for emergency meetings including phone calls to media. Executive session notices must cite legal authorization for the session.

The meeting notice must list the principal subjects to be considered at the meeting and must also include a list of principal subjects anticipated to be considered. (ORS 192.640)  However, this does not preclude discussion of other subjects at the meeting.

Conflict of Interest

Oregon law defines actual conflict of interest as “any action or any decision or recommendation by a person acting in a capacity as a public official, the effect of which would be to the private pecuniary benefit or detriment of the person or the person’s relative or any business with which the person or a relative of the person is associated,” with certain exceptions.  The definition of potential conflict is similar.  The guidebook produced by the Government Standards and Practices Commission provides more details.

The statutory Code of Ethics (ORS 244.040) prohibits the use of an official position or office to obtain financial gain for the official, a household member, or a business with which the official is associated.

When an item of business before a community college board may represent a conflict of interest for an individual board member, the board member must publicly announce the nature of that potential conflict of interest before taking any official action on the item in question.  Such announcement is only required once when the matter is being discussed or debated but must be stated each time the matter is raised anew for discussion. 

The member with an actual conflict of interest may not take action on the matter generating the conflict.  The person announcing a potential conflict of interest may still vote on the matter, but may not use his or her position for financial gain.  ORS 244.120(2).

Executive Sessions

A board may be called together exclusively for the purpose of meeting in executive session, or a board may decide to go into executive session at any time during a regular, special or emergency meeting to discuss appropriate subject matters. In all cases, the presiding officer must identify the section and subsection of ORS 192.660 or 332.061 (expulsion or medical records of a minor student) that define the subject matter for which the executive session is authorized.

For example, for an executive session dealing with labor negotiations, the presiding officer must say:  “The board will now meet in executive session to discuss negotiations allowed under ORS 192.660 (1)(d).”  If the discussion concerns real property transactions, the presiding officer must say, “The board will now meet in executive session to discuss a real property transaction under ORS 192.660 (1)(e).”  The board must state for the record each type of item for which an executive session is called.

Called by the Presiding Officer

A board may go into executive session on call of the presiding officer.  The law does not require a vote of the board to go into executive session; however, in some districts local policy may require such a vote.

Purposes of Executive Session

The purposes for which an executive session may be held and the correct citations for this authority are as follows.  Although there are some exceptions (as listed under exceptions), a community college board may go into executive session to:

•     Consider the employment of a public officer, employee, staff member or individual agent. ORS 192.660 (1) (a)

•     Consider the dismissal or disciplining of, or to hear complaints or charges brought against, a public officer, employee, staff member or agent, unless the officer, employee, staff member or agent requests an open meeting. ORS 192.660 (1) (b)

•     Conduct deliberations with a person designated by the governing body to carry on labor negotiations. ORS 192.660 (1) (d)

•     Consider records that are exempt by law from public inspection. ORS 192.660 (1) (f)

•     Consult with counsel concerning the legal rights and duties of a public body with regard to current litigation or litigation likely to be filed. ORS 192.660 (1) (h)

•     Review and evaluate the employment-related performance of the chief executive officer, or any other public officer, employee or staff member unless the person whose performance is being reviewed and evaluated requests an open hearing. ORS 192.660 (1) (i)

            Such an executive session may deal with the performance of the individual being evaluated and the impact on the district’s operation and programs, but it may not include the general evaluation of an agency goal, objective, or operation or direct personnel to change the agency goals, objectives, operations or programs.

            The board must adopt standards, criteria and policy directives used in evaluating the chief executive officer prior to the evaluation.  This must be done in meetings open to the public and the public must be given the opportunity to comment. ORS 192.660 (1) (a) (D).

•     Conduct a hearing on the expulsion of a student (applies only to K-12) or to review a student’s confidential medical records. ORS 332.061 (1).  The exemption for medical records seems to apply to community colleges as well as K-12, but there is no case law available.

When Executive Session Does Not Apply

Executive session authority does not apply to: a) the filling of a vacancy in an elective office; b) the filling of a vacancy on any public committee, commission or other advisory group; c) the consideration of general employment policies; d) the employment (hiring) of the chief executive officer and any other employee if the vacancy has not been advertised, regularized procedures for hiring have not be adopted by the board and there has been no opportunity for public input on the employment of the president.  Standards, criteria and policy directives to be used in hiring the president must be adopted by the board in an open public meeting. ORS 192.660 (1) (a)

Negotiations

Labor negotiations may be conducted in executive session. However, either party may require that negotiations be conducted in public session.  ORS 192.660 (2)

News Media

Representatives of the news media are allowed to attend executive sessions except those convened for labor negotiations or for consideration of K-12 student expulsion or student medical records.  ORS 192.660 (3); ORS 332.061.

      The governing body should specify that the information discussed at the executive session is not to be made public by the media. ORS 192.660 (3). Representatives of the news media may report any discussions of any matters in executive session that are not within the scope of executive session authority.

No Final Action

The law states that “no executive session may be held for the purpose of taking final action or making any final decision.” ORS 192.660 (4)

 Violations

Any person affected by a governing body decision may commence action in the Circuit Court to:

·       Require compliance with the Public Meetings Law

·       Prevent violation of the law, or

·       Determine applicability of the law to matters or decisions of the governing body

When a person presents evidence to the court that a governing body has violated the Public Meetings Law, it is the governing body’s responsibility to prove that it complied with the law.

The court is authorized to grant such equitable relief as it deems appropriate to the circumstances and award attorney fees to the successful plaintiff at the trial level and on appeal.

No decision of a governing body shall be voided because of a violation of the Public Meetings Law unless the court can find no other equitable relief.

Members of a governing body who knowingly and willfully violate the Public Meetings Law may be individually liable for the cost of attorney fees and the equitable relief determined by the court. ORS 192.680, 192.695.

Complaints that public officials have violated the executive session provisions of the law may be made to the Oregon Government Standards and Practices Commission for review and investigation.  The Commission may interview witnesses, review minutes and other records and obtain other relevant information during its investigation.  The Commission may impose civil penalties not to exceed $1,000 for violating any provision of ORS 192.660. If the governing body acted upon advice of legal counsel, no civil penalty may be imposed.  ORS 192-685, 244.260, 244.360.

Reprinted in part from “Conducting School Board Meetings”, Oregon School Boards Association.