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Alaska State Fair

Board Policy Manual

1

This Policy Manual is the result of the Board of Directors’ (hereinafter, Board‘) efforts to establish a consistent means of serving the needs of the people of the State of Alaska and the membership. It reflects the goals of the Organization, brings consistency to its operation, provides fair treatment for all concerned, increases Staff efficiency, cuts down on wasted effort, and relieves the Board and Management of the burden of making repetitious decisions.

The guidelines offered here form the basis upon which Management and Staff conducts the business of the Organization. The Board, as a policy-setting body, has ultimate responsibility for this manual’s content. Its collective decisions will be the impetus for any change. Such changes in the Policy Manual shall be made only as an attempt to further improve the Fair’s service to the membership, and will be kept sufficiently broad and practical so as not to place undue limits or burdens on Management.

Adopted: January 5, 2005

Policy Table of Content

Policy # Policy Title Adopted Amended

Section 1 Ends

1.0 Global Ends Statement Jan 5, 2005 Feb 14, 2008

Section 2 Executive Limitations

2.0 Global Executive Constraint Jan 5, 2005

2.1 Treatment of Consumers Jan 5, 2005

2.2 Treatment of Staff Jan 5, 2005 May 12, 2011

2.3 Financial Planning and Budgeting Jan 5, 2005 May 12, 2011

2.4 Financial Condition and Activities Jan 5, 2005 May 12, 2011

2.5 Emergency General Manager Succession Jan 5, 2005 May 12, 2011

2.6 Asset Protection Jan 5, 2005 May 12, 2011

2.7 Compensation/Benefits Jan 5, 2005 May 12, 2011

2.8 Communication and Support to the Board Jan 5, 2005 May 12, 2011

2.9 Ends Focus of Contracts Jan 5, 2005

2.10 Treatment of Vendors Nov 10, 2005

Section 3 Governance Process/Ownership Linkage

3.0 Global Governance Commitment Jan 5, 2005 May 12, 2011

3.1 Governing Style Jan 5, 2005 May 12, 2011

3.2 Board Structure Jan 5, 2005 Dec 13, 2012

3.3 Board Job Description Jan 5, 2005

3.4 Agenda Planning Jan 5, 2005 May 12, 2011

3.5 Board President’s Role Jan 5, 2005

3.6 Board Members’ Responsibilities and Code of Conduct Jan 5, 2005 May 12, 2011

3.6 a Board of Directors Code of Conduct Agreement May 12, 2011

3.6 b Board of Director Responsibilities Agreement May 12, 2011 Jun 12, 2014

3.6 c Conflict of Interest Disclosure May 12, 2011

3.6 d Board Members’ Access to Fair Produced Events Jan 10, 2008 May 12, 2011

3.7 Board Committee Principles Jan 5, 2005 May 12, 2011

3.8 Board Committee Structure Jan 5, 2005 Dec 13, 2012

3.8 a Annual Membership Election Policy Jun 13, 2013 Feb 12, 2015

3.9 Cost of Governance Jan 5, 2005 May 12, 2011

3.9 a Board Travel May 7,2007 Jun 12, 2014

Section 4 Board-CEO Linkage

4.0 Global Governance- Management Connection Jan 5, 2005

4.1 Unity of Control Jan 5, 2005 May 12, 2011

4.2 Accountability of the General Manager Jan 5, 2005

4.3 Delegation to the General Manager Jan 5, 2005

4.4 Monitoring General Manager Performance Jan 5, 2005 May 12, 2011

Adopted: January 5, 2005

Amended: Feb 12, 2015

Attested by: ______

President of ASF Board


POLICY TYPE: ENDS

1.0 POLICY TITLE: GLOBAL ENDS STATEMENT

Pending further board determinations, Ends of the organization will remain as previously stated explicitly by the board or as found implicitly in previously adopted board documents.

Vision/Mission Statement

Adopted October 1991

Amended February 2008

Vision

Alaska State Fair Inc. provides a center for the statewide community to gather in a dynamic and safe atmosphere throughout the year.

Mission

Produce a traditional State Fair which educates and entertains Fairgoers;

Provide stable finances through good business practices, statewide outreach, partnerships and hosting a variety of community, cultural,and business events.

Adopted: January 5, 2005

Amended: February 14, 2008

Attested by: ______

President of ASF Board


POLICY TYPE: EXECUTIVE LIMITATIONS

2.0 POLICY TITLE: GLOBAL EXECUTIVE CONSTRAINT

The General Manager shall not cause or allow any practice, activity, decision, or organizational circumstance which is either unlawful, imprudent or in violation of commonly accepted business and professional ethics and practices.

Adopted: January 5, 2005

Attested by: ______

President of ASF Board


POLICY TYPE: EXECUTIVE LIMITATIONS

2.1 POLICY TITLE: TREATMENT OF CONSUMERS

With respect to interactions with consumers or those applying to be consumers, the General Manager shall not cause or allow conditions, procedures, or decisions which are unsafe, undignified, or unnecessarily intrusive.

Further, without limiting the scope of the foregoing by this enumeration, he or she shall not:

1.  Use application forms that elicit information for which there is no clear necessity.

2.  Use methods of collecting, reviewing, transmitting, or storing client information that fail to protect against improper access to the material elicited.

3.  Fail to operate facilities with appropriate accessibility, privacy, and security.

4.  Fail to establish with consumers a clear understanding of what may be expected and what may not be expected from the service offered.

5.  Fail to make this policy available to consumers, or to provide a way to be heard for persons who believe they have not been accorded a reasonable interpretation of their protections under this policy.

Adopted: January 5, 2005

Attested by: ______

President of ASF Board


POLICY TYPE: EXECUTIVE LIMITATIONS

2.2 POLICY TITLE: TREATMENT OF STAFF

With respect to the treatment of paid and volunteer staff, the General Manager may not cause or allow conditions which are unfair, unsafe, undignified, disorganized, or unclear.

Further, without limiting the scope of the foregoing by this enumeration, he or she shall not:

1.  Operate without written personnel rules which: (a) clarify rules for staff, (b) provide for effective handling of grievances, and (c) protect against wrongful conditions, such as nepotism and grossly preferential treatment for personal reasons.

2.  Discriminate against any staff member for non-disruptive expression of dissent.

3.  Prevent staff from grieving to the board when (A) internal grievance procedures have been exhausted and (B) the employee alleges that board policy has been violated to his or her detriment.

4.  Fail to acquaint staff with the General Manager’s interpretation of their protections under this policy.

5.  Fail to be in compliance with applicable State and Federal Labor Laws, Workman’s Compensation, EEO, OHSA, ADA and other applicable Laws and Mandates.

Adopted: January 5, 2005

Amended: May 12, 2011

Attested by: ______

President of ASF Board


POLICY TYPE: EXECUTIVE LIMITATIONS

2.3 POLICY TITLE: FINANCIAL PLANNING/BUDGETING

Financial planning for any fiscal year or the remaining part of any fiscal year shall not deviate materially from board’s Ends priorities, risk fiscal jeopardy, or fail to be derived from a multi-year plan.

Further, without limiting the scope of the foregoing by this enumeration, the General Manager shall not plan in a manner that:

1.  Doesn’t include a competitive selection process for capital expansion projects with a value over $100,000.

2.  Risks the organization incurring those situations or conditions described as unacceptable in the board’s policy Financial Condition and Activities.

3.  Fails to include credible projection of revenues and expenses, separation of capital and operational items, cash flow, and disclosure of planning assumptions.

4.  Provides less for board/supervisory committee prerogatives during the year than is set forth in the Cost of Governance policy.

Adopted: January 5, 2005

Amended: May 12, 2011

Attested by: ______

President of ASF Board


POLICY TYPE: EXECUTIVE LIMITATIONS

2.4 POLICY TITLE: FINANCIAL CONDITION AND ACTIVITIES

With respect to the actual, ongoing financial condition and activities, the General Manager shall not cause or allow the development of fiscal jeopardy or a material deviation of actual expenditures from board priorities established in Ends policies.

Further, without limiting the scope of the foregoing by this enumeration, he or she shall not:

1.  Fail to settle payroll and debts in a timely manner.

2.  Allow tax payments or other government ordered payments or filings to be overdue or inaccurately filed.

3.  Make a single purchase or commitment of greater than $10,000. Splitting orders to avoid this limit is not acceptable.

4.  Acquire, encumber or dispose of real property held for the Alaska State Fair use.

5.  Borrow funds in excess of $10,000 of total outstanding.

6.  Fail to comply with the Local hire Preference Policy. When quality and costs are comparable, local preference in contracts, supplier, and employees shall be exercised. When required resources from outside Alaska may be used to accomplish unique Fair goals and to develop Alaskan expertise.

Adopted: January 5, 2005

Amended: May 12, 2011

Attested by: ______

President of ASF Board


POLICY TYPE: EXECUTIVE LIMITATIONS

2.5 POLICY TITLE: EMERGENCY GENERAL MANAGER SUCCESSION

In order to protect the board from sudden loss of General Manager services, the General Manager may have no fewer than two other regular employees familiar with board and General Manager issues and processes. Written notice of the Manager delegate should be filed in writing with the Board President annually.

Adopted: January 5, 2005

Amended: May 12, 2011

Attested by: ______

President of ASF Board


POLICY TYPE: EXECUTIVE LIMITATIONS

2.6 POLICY TITLE: ASSET PROTECTION

The General Manager shall not allow corporate assets to be unprotected, inadequately maintained or unnecessarily risked.

Further, without limiting the scope of the foregoing by this enumeration, he or she shall not:

1.  Fail to insure against theft and casualty losses to at least 80% percent replacement value and against liability losses to board members, staff and the organization itself in an amount at least equal to the average for comparable organizations.

2.  Allow non-bonded personnel access to material amounts of funds.

3.  Subject physical plant and equipment to improper wear and tear or insufficient maintenance.

4.  Unnecessarily expose the organization, its board or staff to claims of liability.

5.  Make any purchase: (a) wherein normally prudent protection has not been given against conflict of interest; (b) of over $10,000 without having obtained comparative prices and quality when available. Orders shall not be split to avoid these criteria.

6.  Fail to protect intellectual property*, information and files from loss or significant damage.

7.  Process, receive, or disburse funds under controls which are insufficient to meet the standard accounting practices.

8.  Invest or hold operating capital in insecure instruments, including uninsured checking accounts and bonds of less than AA rating at any time, or in non interest-bearing accounts except where necessary to facilitate ease in operational transactions.

9.  Endanger the organization's assets, public image or credibility, particularly in ways that would hinder its accomplishment of Ends.

10.  Change the organization’s name or substantially alter its identity in the community.

11.  Create or purchase any subsidiary corporation.

*Intellectual Property: A product of the intellect that has commercial value, including copyrighted property such as literary or artistic works, and ideational property, such as patents, appellations of origin, business methods, and industrial processes.

Adopted: January 5, 2005

Amended: May 12, 2011

Attested by: ______

President of ASF Board


POLICY TYPE: EXECUTIVE LIMITATIONS

2.7 POLICY TITLE: COMPENSATION AND BENEFITS

With respect to employment, compensation, and benefits to employees, consultants, contract workers and volunteers, the General Manager shall not cause or allow jeopardy to fiscal integrity.

Further, without limiting the scope of the foregoing by this enumeration, he or she shall not:

1.  Change his or her own compensation and benefits, except as his or her benefits are consistent with a package for all other employees, or as directed by the Board of Directors.

2.  Promise or imply permanent or guaranteed employment.

3.  Establish current compensation and benefits which deviate materially from the geographic or professional market for the skills employed.

4.  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 regular employees, though differential benefits to encourage longevity are not prohibited.

C.  Allow any employee to lose benefits already accrued from any foregoing plan.

D.  Treat the General Manager differently from other key employees.

Adopted: January 5, 2005

Amended: May 12, 2011

Attested by: ______

President of ASF Board


POLICY TYPE: EXECUTIVE LIMITATIONS

2.8 POLICY TITLE: COMMUNICATION AND SUPPORT TO THE BOARD

The General Manager shall not permit the board to be uninformed or unsupported in its work.

Further, without limiting the scope of the foregoing by this enumeration, he or she shall not:

1.  Neglect to submit monitoring data required by the board (see policy on Monitoring General Manager Performance) in a timely, accurate and understandable fashion, directly addressing provisions of board policies being monitored.

2.  Fail to report in a timely manner an actual or anticipated noncompliance with any policy of the board, in particular, director’s attendance.

3.  Let the board be unaware of relevant trends, membership’s concerns, anticipated media coverage, threatened or pending lawsuits, material external and internal changes, particularly changes in the assumptions upon which any board policy has previously been established.

4.  Let the board be unaware of major events that the Alaska State Fair is participating in.

5.  Fail to advise the board if, in the General Manager's opinion, the board is not in compliance with its own policies on Governance Process and Board-General Manager Linkage, particularly in the case of board behavior which is detrimental to the work relationship between the board and the General Manager.