XYZ Catholic School
Board Policies
Governance, Duties, Code of Ethics
The Board of Directors of XYZ Catholic School expects of itself and its members the highest standards of ethical and business-like conduct, and a commitment to XYZ Catholic School and its mission. This commitment includes proper use of authority and appropriate decorum when acting as directors. The governance process used by the Board of Directors will be based on board policies.
Board Responsibility
The Board of Directors is responsible for mission, long range planning and evaluation. Subject to the retained jurisdiction of the Archdiocese of CITY under the direction of the Archbishop, the Board of Directors of XYZ Catholic School is charged with the responsibility of carrying out the purpose and mission of XYZ Catholic School as stated in its organizing documents and in setting the strategic plan of the organization. In so doing, the Board will focus chiefly on the educational needs of our stakeholders, establishing a plan for XYZ Catholic School, to respond to those needs and ensuring that XYZ Catholic School has the resources to so respond. The Board will periodically review and approve the long range plan of XYZ Catholic School and measure progress against the plan. In carrying out its role the Board of Directors will govern with a proactive and long term perspective.
The responsibility of the Board of Directors must be clearly distinguished from the responsibilities of the President. One of the primary roles of the Board is the selection and evaluation of the President and in so doing the Board of Directors will refrain from prescribing methods.
The Board speaks to its stakeholders and the public with one voice. The Board will speak with one voice to the school, parents, president, staff, students and the community. No individual director shall have authority over the organization except as explicitly set forth in the governing documents or by the Board as a whole. The Board as a whole will exercise total authority over the organization (subject to the retained jurisdiction of the( Arch)diocese) through the President.
In interaction the directors may have with stakeholders, public, media or other entities, the directors must recognize the same limitation and similar inability of any single director or a group of directors to speak for the Board as a whole. If contacted by staff, parents, others, or by the media, directors should decline to comment and instead offer to have either the President or the Board chair get back to the individual.
board duties
Duty of Care
By accepting Board membership, directors accept the responsibility to know and understand the mission of XYZ Catholic School and its governing documents. Directors must also make every effort to attend and actively participate in regularly scheduled meetings, including committee meetings. Directors who are unable to regularly attend meetings jeopardize the responsibility to support the Board’s work and such members should consider whether, under such circumstances, it would be in the interest of XYZ Catholic School that they resign. Frequent absences (i.e., unexcused absences from three or more meetings, including committee meetings) may be cause for the Board to call for the resignation of a director. Finally, by accepting membership Directors should be prepared to financially support the school within the limitations of their personal means and obligations.
Duty of Loyalty
In carrying out their duties, directors must act in good faith and in the best interests of XYZ Catholic School and its mission. At no time will directors be asked to violate the law, the dictates of the Archdiocese or otherwise act dishonestly. While directors are expected to bring a diversity of voices to the table, this fiduciary duty of loyalty requires that when voting, loyalty to XYZ Catholic School and its mission supersedes any conflicting loyalty whether to a specific constituency, advocacy or interest group or membership on other boards or staffs. In addition, when personal, financial, or other interests are involved, directors must follow XYZ Catholic School’s Conflict of Interest Policy.
Duty of Obedience
Directors should be obedient to the mission of XYZ Catholic School, its governing documents, and the laws and rules that govern XYZ Catholic School including, without limitation, directives of the (Arch)diocese, the STATE Non-Profit Corporation Act and the rules that govern Internal Revenue Code Section 501(c)(3) organizations. The Board of Directors will monitor the organization’s compliance when appropriate, including the retention of independent auditors.
Code of Ethics
As a XYZ Catholic School Board member,
A.Members shall:
(i)support the mission, integrity and reputation of XYZ Catholic School;
(ii)treat all of our stakeholders, staff, parents, students, prospective students and others with whom we interact with utmost dignity and in a manner which is respectful;
(iii)treat fellow Board members with respect, cooperation, fairness, courtesy and good faith;
(iv)follow all directives of the Archdiocese, all state and federal laws and rules regulating XYZ Catholic School and its activities;
(v)use the assets and resources of XYZ Catholic School only for the purposes for which they were intended;
(vi)be aware of potential influence on others, do not exploit their trust;
(vii)not discriminate in any deliberations or as a representative of XYZ Catholic School, on the basis of race, color, creed, age, sex, religion, national origin or disability;
(viii)not engage in or condone any form of harassment or discrimination;
(ix)fulfill any and all commitments made to XYZ Catholic School; and
(x)maintain respect for XYZ Catholic School’s policies, procedures and Board decisions, and consider resignation if unable to maintain such respect.
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XYZ Catholic School
governance policies
policy #1
conflict of interest and disclosure, confidentiality
This policy is designed to help directors and staff of XYZ Catholic School identify situations that present conflicts of interest and provide XYZ Catholic School with a procedure which, if observed, will allow a transaction to be treated as valid and binding even though the officer or employee has or may have a conflict of interest with respect to the transaction. This policy also generally provides guidance regarding the handling of non-public information.
Conflict of Interest Defined
For purposes of this Policy, the following circumstances shall be deemed to create Conflicts of Interest:
A.Outside interests
(i)a Contract or Transaction between XYZ Catholic School and a Responsible Person or Family Member;
(ii)a Contract or Transaction between XYZ Catholic School and an entity in which a Responsible Person or Family Member has a material financial interest or of which such person is a director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representative.
(iii)because of the unique relationship between Risen Christ Catholic School and the Archdiocese and founding parishes, Contracts or Transactions between those entities and Risen Christ Catholic School will not be considered to raise a Conflict of Interest.
B.Outside activities
(i)a Responsible Person competing with XYZ Catholic School in the rendering of educational services or in any other Contract or Transaction with a third party;
(ii)a Responsible Person having a material financial interest in, or serving as a director, officer, employee, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representative of or consultant to, an entity or individual that competes with XYZ Catholic School in the provision of educational services or in any Contract or Transaction with a third party;
C.Gifts, Gratuities and Entertainment
(i)a Responsible Person shall refrain from accepting gifts, entertainment or other favors from an individual or entity that:
a.does or is seeking to do business with, or as a competitor of Risen Christ Catholic School; or
b.has received, is receiving, or is seeking to receive a financial commitment from XYZ Catholic School; or
c.is an organization where it might be inferred that such action was intended to influence or possibly would influence the Responsible Person in the performance of his or her duties on behalf of XYZ Catholic School. This does not include any activities with respect to the Catholic Church or the (Arch)diocese of CITY nor does it preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value which are not related to any particular transaction or activity of XYZ Catholic School.
Definitions
A.A “Conflict of Interest” is any circumstance described in this policy.
B.A “Responsible Person” is a person who serve as a member of the Board of Directors or any committee of the Board of Directors of XYZ Catholic School and any employee of XYZ Catholic School.
C.A “Family Member” is a spouse, domestic partner, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister, of a Responsible Person.
D.A “Material Financial Interest” in an entity is a financial interest of any kind which, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person’s or Family Member’s judgment with respect to a Transaction to which the entity is a party.
E.A “Contract or Transaction” is any agreement or relationship involving the sale or purchases of goods, services or rights of any kind, the providing or receipt of a loan or grant, the establishment of any other type of pecuniary relation. The making of a gift to XYZ Catholic School is not a Contract or Transaction.
Procedures
A.Prior to Board or committee action on a Contract or Transaction involving a Conflict of Interest, a director or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting.
B.A director or committee member who plans not to attend the meeting at which he or she has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.
C.A person who has a Conflict of Interest shall not participate in or be permitted to hear the Board or committee’s discussion on the matter except to disclose material facts and to respond to questions. Such a person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside of the meeting.
D.A person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having the Conflict of Interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting.
E.Responsible Persons who are not members of the Board of Directors of XYZ Catholic School, or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of Board or committee action, shall disclose to the chair or to the chair’s designee any Conflict of Interest that such Responsible Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Responsible Person is aware of the Conflict of Interest. The Responsible Person shall refrain from any action that may affect XYZ Catholic School’s participation in such Contract or Transaction.
F.In the event that it is not entirely clear that a Conflict of Interest exists, the individual with a potential Conflict of Interest shall disclose the circumstances to the chair or the chair’s designee, who shall determine whether there exists a Conflict of Interest that is subject to this policy.
Confidentiality
Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of XYZ Catholic School. Furthermore, a Responsible Person shall not disclose or use information relating to the business of XYZ Catholic School for the personal profit or advantage of the Responsible Person or Family Member. XYZ Catholic School is subject to detailed rules relating to the privacy of personnel and student information. All Responsible Persons are expected to know and adhere to all rules and regulations regarding the privacy of personnel and student information. Any question regarding these rules should be directed to the Principal and in the absence of any specific directive all personnel and student information should be considered confidential.
Review of Policy
A.Each new Responsible Person shall be required to review a copy of this Policy and to acknowledge in writing that he or she has done so.
B.Each Responsible Person shall annually complete a disclosure form identifying any relationships, positions or circumstances in which the Responsible Person is involved that he or she believes could contribute to a Conflict of Interest. Such relationships, positions or circumstances might include service as a director of or consultant to another nonprofit organization, or ownership of a business that might provide goods or services to XYZ Catholic School. Any such information regarding the business interests of a Responsible Person or Family Member shall be treated as confidential and shall generally be made available only to the chair, the Principal, and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.
C.Each member of the Board of Directors shall review this Policy annually. Any changes to the Policy shall be communicated immediately to all Responsible Persons.
Date:
XYZ Catholic School
governance policies
policy #2
board/staff relationship policy
delegation of board authority
The function of the Board of Directors is to deliberate and to establish – not to implement – policies of XYZ Catholic School. The Board delegates to the President authority to achieve ends defined by the Board, holding the President accountable for successful achievement. The authority is considered comprehensive except where selectively qualified by explicit policies of the Board. The President or his or her designee is responsible for ensuring compliance with all legal and regulatory requirements and Board policies.
A.With regard to ends and constraint on means of the organization, the Board of Directors will establish those values which, at a minimum, must be observed in carrying out the strategic plan of XYZ Catholic School and implementing executive policy and executive actions. The Board may develop its policies further at any time to be more inclusive or less inclusive.
B.The authority of the President to act begins where the explicitly stated policy of the Board leaves off. Neither the Board nor any member of the Board shall instruct the President or staff in any area that, at the time, is within the purview of the President. This does not prevent Board inspection of areas within that purview or Board requests for information and opinion from staff.
C.With respect to any area of organizational activity where the Board has rendered no policy, the President may create any policy which is legal, ethical and in compliance with the mission of XYZ Catholic School and the spirit of other stated policies.
D.Generally, the President is empowered to assign and utilize resources, to employ, promote, discipline and terminate staff, translate Board policies into action, to speak on behalf of the organization as agent of the Board and to organize and delegate for results as the President deems appropriate.
E.The President, acting under the authority granted by the Board, may not perform, allow or cause to be performed any act which is unlawful, unacceptable under commonly accepted educational, business and professional ethics or in violation of any explicit Board constraints or directives of the (Arch)diocese of CITY
F.The action of the President may be constrained by the retained authority of the Archdiocese through the office of the Canonical Administrator, but any such constraint shall be taken after consultation with the Board. In general, the Canonical Administrator shall serve as the liaison between the Board and the (Arch)diocese and the primary resource of the President in matters relating to the (Arch)diocese and the educational goals of the Catholic Church.
XYZ Catholic School
governance policies
policy #3
board/staff relationship policy
role of the president
President’s Job Expectations
The President is the Board of Directors link to the operating organization. As such, the President shall marshal staff and resources and provide insights for the Board to translate Board values into reality. The President will provide counsel to the Board in the form of guidance regarding the Board’s governance strategy as well as access to staff and information necessary for the Board to carry out its mission. The Board expects that the President will provide assurance XYZ Catholic School is complying with Board policies, that the mission of the School is being furthered and that the operation of the organization is fully accountable to the Board of Directors.
The Board’s responsibility will be to track the performance of the President and monitor that performance in such a way as to systematically assure policy compliance yet leave the Board free to concentrate most of its time on creating rather than checking compliance with the past. To those ends the Board’s approach to monitoring will be based on a systemic performance review consistent with its governance philosophy. In general, Board meetings will not be used for monitoring.
The Board will monitor specific organizational characteristics that it has addressed ahead of time. The purpose of such monitoring is to determine if, in fact, the Board policies are being met. Since the Board speaks to the President through policies, monitoring detects whether ends are being achieved and constraints are being violated.
Monitoring will occur one or a combination of three ways:
A.periodic reports from the President to the Board;
B.external experts: auditors, others retained by the Board to answer certain monitoring questions;