Kappa Omicron Nu Board Policy Governance Handbook Amended, January 2011

KAPPA OMICRON NU

Board Policy Governance Handbook

I. Mission (Mega-End)

The mission of Kappa Omicron Nu is

empowered leaders

who use an integrative approach to enhance quality of living.

II. Ends

1.1 Excellence in scholarship, leadership and research

1.1.1Recognition

1.1.2Reward

1.1.3Advancement

1.2Strong affiliation networks that develop scholars, researchers, and leaders

These ends will enhance the ability of the organization and chapters to prepare scholars and researchers as leaders for the 21stCentury.

Glossary of Terms

  • Excellence includes but is not limited to accessibility of body of work and utilization of diverse perspectives.
  • Integrative approach includes but is not limited to cross-discipline, cross-specialization, cross-functional perspectives.
  • Student scholarship is demonstrated academic achievement, ethical action, critical thinking, context-based learning, service learning.
  • Professional scholarship is demonstrated ethical action, critical thinking, academic achievement, and excellence in discovery, engagement, and/or teaching.
  • Leadership is demonstrated application of the reflective human action model.
  • Affiliation networks include KON chapters, other boards, and other honor societies.

III. Board/Executive Director Relationship

The board’s sole official connection to the operational organization, its achievements, and conduct will be through a Chief Executive Officer, titled Executive Director (ED).

A. Delegation to the Executive Director

To facilitate optimum organizational performance, the board of directors of Kappa Omicron Nu recognizes its responsibility as being generally confined to establishing governing policies, leaving implementation and any reasonable interpretation of policies, within executive limitations, to the ED.

  1. Only the board, by majority agreement, has authority over the ED.
  1. Policies about ends direct the ED to achieve certain results; executive limitations policies constrain the executive director to act within acceptable boundaries of prudence, ethics, legality, efficiency, and effectiveness. These policies will be developed systematically from the broadest, most general level to more defined levels, and they will be called Executive Limitations policies.
  1. All board delegation (to staff) is through the ED who is accountable to the board.
  1. The ED may use any reasonable interpretation of board policies to make decisions, take actions, and develop activities. The board may, by extending its policies, “undelegate” areas of the ED’s authority, but will respect the ED’s choices so long as the delegation continues. Delegation does not prevent the board from obtaining information about activities in the delegated areas.

B. Unity of Control

Only officially passed motions of the board are binding on the ED. Accordingly,

  1. Decisions or instructions of individual board members, officers, or committees are not binding on the ED except in rare instances when the board has specifically authorized such exercise of authority.
  1. In the case of board members or committees requesting information or assistance without board authorization, the ED can refuse such requests that require, in the ED’s opinion, a material amount of staff time or funds or are disruptive.

C. Accountability of Executive Director

The ED 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 ED. Accordingly,

  1. The board will never give instructions to persons who report directly or indirectly to the ED.
  1. The board will not evaluate, either formally or informally, any staff other than the ED.
  1. The board will view ED performance as identical to organizational performance, so that organizational accomplishment of board stated ends and avoidance of board-proscribed means will be viewed as successful ED performance.

D. Monitoring Executive Director Performance

The board will track ED performance by monitoring in such a way as to have systematic assurance of policy compliance, yet leave the board free to concentrate most of its time focusing on the future rather than checking the past. To those ends, the board’s approach to monitoring will be based on its governance philosophy and carried out in a relative automatic way. Board meetings are not, in general, to be used for monitoring.

  1. The board will monitor the ED’s performance of Kappa Omicron Nu policies that it has addressed in explicit statements. The purpose of monitoring is to determine if board policies are being met and/or to confirm that a reasonable interpretation of the policies was used.
  1. Monitoring will occur by
  1. Internal reports: periodic reports from the ED to the board, and
  2. External reports: periodic reports from auditors or other external experts for review by the board.
  1. Each policy of the board in the Ends and Executive Limitations categories shall be classified by the board according to the frequency and method of monitoring.

PolicyMethodFrequency

Protection of assetsExternal Report (audit)Annual

Financial conditionInternal ReportSemi-Annual

External Report (audit)Annual

BudgetInternal ReportSemi-Annual

External Report (audit)Annual

IndebtednessInternal ReportWhen applicable

External Report (audit)Annual

Funded depreciationExternal Report (audit)Annual

PolicyMethodFrequency (continued)

EndsInternal ReportSemi-Annual (July 1 & Nov 1)

Annual Board Assessment (Jan)

Employee protectionInternal ReportAnnual

Board Awareness Internal ReportWhen applicable

and information

Annually the board shall provide to the ED an oral and a written evaluation of the performance of the past year, specifying areas in which the board is fully satisfied and any areas the board has concerns about. This evaluation will be based upon a summative examination of the previous regular monitoring data. Only the aspects of the organization, which board policies address, will be evaluated. This annual evaluation does not relieve the board of the responsibility to provide the ED immediate feedback during the year should there be concerns about the ED’s performance in a policy area.

E. Executive Director Compensation and Benefits Policy

The board will pay its ED fair market value for services without discrimination and within the context of fiscal responsibility to the organization.

  1. Comparable compensation and benefits packages will be researched by a committee or an outside consultant at the discretion of the board on a triennial basis.
  1. The board will review the salary benefits at least triennially (2008, 2011, 2014, 2017, 2021) and more frequently if, in the opinion of the board, the addition of new responsibilities warrants such a review.
  1. In January, in advance of the employee agreement extension date of August 1, the Kappa Omicron Nu board shall consider additional compensation for the ED of between 1% and 6%. (The contract year begins October 1; in order to comply with the contract, the decision not to automatically extend contract must be communicated on or before August 1.)

Calendar of Events:

  • Nov. 1Board members receive summary evaluation form
  • Nov. 15Summative Report returned to Board Chair
  • Dec. 1Board Chair summarizes evaluations, composes annual
    report and communicates with the ED and the Board
  • January Board Meeting

Evaluation feedback offered in a full session of the board

Set next fiscal year salary

Extend contract

IV. Executive Limitations

The ED may neither cause nor allow any organizational practice that is imprudent, unethical, or illegal.

A. Board Awareness and Information

The ED may not cause or allow the board to be uninformed or misinformed. Accordingly, the ED shall not fail to

  1. Cause the board to be aware of relevant trends, activities of the organization, material external and internal changes, particularly changes in the assumptions upon which any policy has previously been established. Even though the ED is not a board member, the ED shall be required to attend all meetings of the Board of Directors.
  1. Submit the required monitoring data in a timely, accurate, and understandable fashion directly addressing provisions of the policies being monitored. Refer to Monitoring Executive Director Performance found on p. 3.
  1. Marshall as many staff and external points of view, issues, and options as needed for informed organizational choices.
  1. Present information in clear and concise form.
  1. Advise the board if, in the ED opinion, the board is not in compliance with its own policies on Governance Process and Board-ED Linkage, particularly in the case of board behavior that is detrimental to the work relationship between the board and the ED.
  1. Advise the board if, in the ED opinion, the organization is not in compliance with the laws of Michigan and with the standards of the Association of College Honor Societies.
  1. Provide a mechanism for official board, officer, or committee communications.
  1. Deal with the board as a whole except when
  1. Fulfilling individual requests for information,
  2. Responding to officers or committees duly charged by the board,
  3. Working with board members who are serving in a staff capacity.
  1. Report in a timely manner any actual or anticipated ED non-compliance with any policy of the board.
  1. Attend all meetings of the Board of Directors.
  1. Follow document retention and destruction policy (Appendix A).

B. Emergency Executive Director Succession

In order to protect the board from sudden loss of ED services, the ED may have no fewer than two other individuals familiar with board and ED issues and processes. The following temporary transfer of responsibilities shall occur upon determination of permanent disability, death, or leave of absence (see Appendix B). The ED shall not fail to prepare an annual revision of Appendix B. The ED shall not fail to prepare an annual revision of the operational handbook.

C. Protection of Assets

The ED will not allow corporate assets to be unprotected, inadequately maintained, or placed unnecessarily at risk. To prevent disrepair, excessive risks, untraceable transactions, or conflict of interest in the management of association resources, the ED will not

  1. Allow any one individual to have complete authority over a financial transaction.
  1. Permit any person who is not bonded to handle cash.
  1. Subject physical plant and equipment to improper wear and tear or insufficient maintenance. Association property will be inventoried, and a security system will be in place to ensure adequate safeguards to prevent loss, damage, or theft of property.
  1. Allow insurance coverage of chapter and offices supplies, publications inventory, and office equipment, furniture, or fixtures to fall below 80 percent of co-insurance level of replacement value.
  1. Allow Kappa Omicron Nu, its board or staff, to be unnecessarily exposed to claims of liability.
  1. Allow any purchase of over $10,000 without a method to ensure quality acquisitions without conflict of interest; or allow any purchase of over $5,000 without an initial written record of competitive prices, reviewed every 2-3 years for recurring services.
  1. Allow an annual investment ratio that allows for more than 70 percent in equities for the restricted and unrestricted funds.
  1. Allow any funds to be invested or held in instruments with an imprudent risk-to-return relationship.
  1. Fail to protect intellectual property, information, and files from loss or significant damage.
  1. Endanger the organization’s public image or credibility, particularly in ways that would hinder its accomplishment of mission.
  1. Conduct the affairs of the organization without having a written reserve policy, which will be conservative in nature.

D. Financial Condition

With respect to operating Kappa Omicron Nu in a sound and prudent fiscal manner, the ED may not jeopardize the long-term financial strength of KON or disrupt programmatic integrity. Accordingly, the ED may not

  1. Allow actual allocations to deviate significantly from board priorities in ends policies.
  1. Fail to build up cash reserves on a gradual basis to 60 percent of the general operating budget.
  1. Borrow from the donor restricted funds.
  1. Deviate from standard financial practices (see Appendix C).
  1. Fail to provide for funded depreciation.
  1. Fail to abide by gift acceptance policies (see Appendix D).

E. Budgeting

Budgeting for any fiscal period or the remaining part of any fiscal period shall not deviate significantly from ends priorities, jeopardize fiscal integrity, or fail to show a generally acceptable level of foresight. Accordingly the ED may not

  1. Cause or allow budgeting that contains too little information to enable accurate projection of revenues and expenses, separation of capital and operation items, cash flow and subsequent audit trails, and disclosure of planning assumptions.
  1. Cause or allow budgeting that sets aside less than 1.5 percent of gross income for capital improvements/replacements.
  1. Cause or allow budgeting of expenditures that exceed conservatively projected revenue to be received in any fiscal year.

F. Employee Protection

The ED will not allow inhumane, unfair, or undignified treatment of paid or unpaid staff. Accordingly the ED may not

  1. Operate without written personnel rules that clarify rules for staff, provide for effective handling of grievances, and protect against wrongful conditions, such as nepotism and grossly preferential treatment for personal reasons.
  1. Discriminate against any staff member for non-disruptive expression of dissent.
  1. Prevent staff from grieving to the board when internal grievance procedures have been exhausted and the employee alleges that board policy has been violated to his or her detriment.
  1. Fail to acquaint staff with the ED’s interpretation of their protections under this policy.

G. Employee Compensation and Benefits

With respect to employment, compensation, and benefits to employees, consultants, contract workers, and volunteers, the ED shall not cause or allow jeopardy to fiscal integrity or public image. Further, without limiting the scope of the foregoing by this enumeration, the ED shall not

  1. Change own compensation and benefits, except when benefits are consistent with a package for all other employees.
  1. Promise or imply guaranteed employment.
  1. Establish current compensation and benefits that deviate materially from the geographic or professional market for the skills employed.
  1. 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.
  1. Establish or change pension benefits so as to cause unpredictable or inequitable situations including those that incur unfunded liabilities.
  1. Provide less than some basic level of benefits to all full-time employees, though differential benefits to encourage longevity are not prohibited.
  1. Allow any employee to lose benefits already accrued from any foregoing plan.
  1. Be treated differently from other key employees.

V. Board/Chapter Relationship

The chapters are chartered by the board to carry out the ends of the organization.

A. Delegation to the Chapters

To facilitate optimum effectiveness, the board of directors of Kappa Omicron Nu recognizes its responsibility as being generally confined to communicating the constitutional standards and the ends of the organization, leaving implementation and any reasonable interpretation of the standards and ends to the chapters.

  1. Only the board, by majority agreement, has authority over the chapter charters (Appendix E).
  1. Policies about ends direct the chapters to achieve certain results; constitutional standards constrain the chapters to conduct the business of the organization within the limitations.
  1. Authority for the relationship with the chapters is delegated to the ED who is accountable to the board.
  1. The ED may use any reasonable interpretation of constitutional standards and ends policies to make decisions and take actions. The board may, by extending its policies, “undelegate” areas of the ED’s authority, but will respect the ED’s choices so long as the delegation continues. Delegation does not prevent the board from obtaining information about activities in the delegated areas.

B. Unity of Control

Ends policies of the board and the Kappa Omicron Nu Constitution are binding on the chapters. Accordingly, chapter bylaws will comply with the Constitution and the ends policies of the board.

C. Accountability of Chapters

The chapter adviser is the board’s official link to operational achievement and conduct of the chapter; thus accountability of the chapter, as far as the board is concerned, is situated in the adviser with appropriate linkage to chapter officers.

Chapters are expected to submit information requested by the ED.

D. Monitoring Chapter Performance

The board will monitor chapter performance to assure constitutional and policy compliance.

  1. The board will monitor compliance with ends policies and constitutional standards to confirm that a reasonable interpretation was used.
  2. Monitoring will occur by
  3. Annual program reports
  4. Annual financial reports
  5. Periodic review of chapter bylaws

VI. Chapter Limitations

The Chapter Board may not conduct the business of the organization in a manner that is illegal, unethical, imprudent, or in violation of Kappa Omicron Nu or institutional policy. Because Kappa Omicron Nu recognizes the importance of chapters in the development of empowered leaders through scholarship, research, and leadership development, chapters shall not fail to self-monitor and be accountable with respect to the following.

A. Inclusion

Chapter affiliates will not fail to

  1. Extend invitations for membership to all qualified individuals.
  2. Respect membership rights (Appendix F).
  3. Establish non-discriminatory criteria for member recognition at the chapter level.
  4. Establish local criteria for KON products that are consistent with national guidelines found in the Chapter Handbook.

B. Risk Management

Chapter leadership shall not fail to honor the national written risk management policy that addresses alcohol and drug consumption, sexual harassment, health and safety, and abuse.

C. Chapter Integrity

The chapter shall not fail to
  1. Operationalize commitment to the scholarship, research, and leadership development agenda of the organization.
  2. Conduct themselves in an ethically, morally, and socially responsible manner.
  3. Provide an orientation to new or prospective members.

D. Chapter Management

It is not acceptable for the chapter leadership to fail to
  1. Devise and adhere to a written plan of action for the chapter’s activities in each academic year, including at least one activity that promotes scholarship, research and leadership development. Suggestions appear in the Chapter Handbook
  1. Maintain records of chapter
  1. Membership
  2. Activities
  3. Income and allocation of funds
  1. Plan for income and expenditures and the long-term consequences to the financial security of the chapter.
  2. File the annual financial report with the ED.
  1. Develop, maintain, and periodically review chapter bylaws.
  1. Use Chapter Benchmarks (Appendix G) to assess chapter support, development, and learning.

E. Chapter Support

A chapter may not fail to