The purpose of this handbook is to further clarify the roles, responsibilities, and privileges of Board of Trustee members of the Ä¢¹½ÊÓƵÍø. This handbook is intended to co-exist with the Ä¢¹½ÊÓƵÍø Policy Manual.
Ä¢¹½ÊÓƵÍø
6056 Birch Lane
Nampa, ID 83687
At the Ä¢¹½ÊÓƵÍø’s (CWI) inception in 2007, Boise was one of the last metropolitan areas in the country lacking a community college. In March of that year, the Idaho legislature appropriated $5 million as a base budget for fiscal year 2008. In May, a supermajority of voters in Canyon and Ada counties voted to form a community college district, known as the CWI Community College District [the District]. In June, the Albertson Foundation pledged a donation of $10 million to launch CWI [the College]. In July, the Idaho State Board of Education appointed five community members (Jerry Hess, Hatch Barrett, Mark Dunham, Guy Hurlbutt, and Mary (M.C) Niland) to serve as the first Board of Trustees [the Board]. With the closure of the Selland College of Applied Technology at Boise State University and the transfer of its programs, personnel, and the Nampa properties to the new institution, the College officially opened its doors to students at its main location on what had been Boise State University’s West Campus and at the Canyon County Center on Caldwell Boulevard.
CWI locations include:
Ä¢¹½ÊÓƵÍø operates under a system of governance with clearly defined authority, roles, and responsibilities. Its decision-making structures provide for the consideration of views held by Trustees, district constituents, faculty, staff, administrators, and students on matters related to the College.
To describe the structure and operating processes for making decisions, a document entitled “Participatory Governance” has been developed. It defines the cultures of collegiality, dialogue and inclusiveness, which constitute the underpinnings of equitable, effective practices. It also describes the collegial consultation structure on which the Board, faculty, and administration agree.
Pursuant to Idaho Code § 33-2106, the Board shall consist of five members elected at large by all eligible electors. Eligibility of electors is prescribed in Chapters 4 and 14, Title 34, Idaho Code and includes any person who is 18 years of age, is a United States citizen, has resided in the District at least 30 days preceding the election and is registered as required by law. A Trustee shall reside in each of five separate zones. Trustees shall be elected for staggered four-year terms at elections occurring in November of even-numbered years, as provided by Idaho Code § 33-2106. Any person meeting the criteria established in Idaho Code is eligible to be elected or appointed a Trustee.
The Board’s authority is derived from and subject to any limitations contained in the provisions of the Constitution of the State of Idaho, Idaho Code, certain rules and regulations of the State Board of Education, and its own policies and procedures.
The Board will not be bound in any way by statements or action of any individual Trustee or employee, except when such statement or action is (a) permitted by law; and (b) made or taken pursuant to specific instructions or limitations established by the Board.
The responsibilities of the Board are outlined in Idaho Code and the Ä¢¹½ÊÓƵÍø Board Governance Policies, adopted July 2015. In addition, Trustee responsibilities include the following:
Board Officers
At the organizational meeting (the first regular meeting of the Board following the election of Trustees), the Board will conduct the election of officers.
The following term limits will apply:
Board Chair
The duties of the Board Chair shall be to:
Vice Chair
The duties of the Vice Chair shall be to:
Secretary/Treasurer
The duties of the Secretary shall be to:
Removal of Chair
At any regular or special meeting of the Board, the Board Chair, upon a three/fifths (3/5) vote to remove, recorded in the minutes of the meeting by individual vote, shall resign his or her position as Chair provided that such vote to remove is properly included in the notice and agenda of the meeting in which the vote is taken. In the event the Chair is removed from office following a vote to remove, he or she shall retain membership on the Board of Trustees.
Pursuant to Idaho Code § 33-2106, vacancies on the Board shall be filled by appointment by the remaining members. If less than a majority of the Board remains, appointment to fill the vacancies shall be made by the State Board of Education. Any person appointed to a vacant position must reside in the Trustee zone where the vacancy occurs and shall serve until the next Trustee election, at which time that person or his or her successor shall be elected.
Regular Meetings
Regular meetings of the Board generally occur on the third Tuesday of the month. Pursuant to Idaho Code §§ 74-201, et seq., all meetings of the Board, except executive sessions, are open to the public. The President’s Office will provide notice of all regular meetings of the Board no less than five calendar days prior to the meeting pursuant to Idaho Code § 74-204. Attendance of Trustees at events are not considered a “meeting” for purposes of Idaho’s Open Meeting Law, Idaho Code §§ 74-201, et seq., provided that Trustees are not making a decision or deliberating toward making a decision on any matter.
Special Meetings
The Board may hold special meetings that may be called at any time by the President or the Board Chair or upon the request of three members of the Board. In accordance with Idaho Code § 74-204, the President’s Office will provide notice of all special meetings of the Board at least 24 hours prior to the meeting unless an emergency exists. Notice of special meetings shall also be provided to Trustees at least 24 hours prior to the meeting unless an emergency exists. If conditions warrant, waivers can be signed by Trustees in lieu of such a notice for a special meeting. No business may be transacted in special meetings other than that specified on the agenda, unless the agenda is amended as provided in Idaho Code § 74-204.
Executive Sessions
An executive session of the Board may be held upon a two-thirds (2/3) majority roll call vote for the purpose(s) identified in Idaho Code § 74-206. No executive session may be held for the purpose of taking any final action or making any final decision.
Quorum
Three members of the Board will constitute a quorum for the transaction of business. An affirmative vote of the majority of all Trustees present will be required for the passage of a motion except as otherwise provided by Idaho Code or Robert's Rules of Order.
Rules of Decorum
Should the orderly conduct of a meeting be disrupted, the responsible parties may be asked to curtail the behavior. If order cannot be restored, CWI’s security personnel may be asked to remove the responsible individual(s) or clear the meeting room.
Should a speaker use profanity or other forms of offensive language, threaten violence or act violently, or raise topics scheduled for closed session, the Board Chair may rule the individual out of order and deny him/her the opportunity to speak further.
Rules of Order
All meetings of the Board will be conducted in the manner prescribed by Idaho Code. However, should an issue concerning parliamentary procedure arise that is not addressed by Idaho Code, the most current edition of Robert’s Rules of Order will be the prevailing authority in all cases to which they are applicable and where they are not inconsistent with other Board policy.
Communication Among Trustees
In accordance with Idaho Code § 74-202, Trustees should avoid communicating with each other outside of a Trustee meeting for the purpose of making a decision or deliberating toward a decision on any matter.
Communication with the Public
The Board recognizes the right of the public to receive information concerning its actions and the College's policies and educational and business operations. In accordance with this policy, copies of the agenda will be furnished to all interested persons and organizations upon request through the Office of the President.
Pursuant to Idaho Code, the Board has been granted certain powers related to the governance and operation of the College. The authority of individual Trustees comes from their election to membership on the Board. Thus, Trustees should not speak in the community as though they represent the Board in total, unless authorized by the Board to do so. The President of the College generally is the official voice of the College. The Board and Administration welcome the input of individuals and groups interested in the College; however, the Board alone establishes educational and fiscal policy.
Communication with Employees
Trustees may discuss matters with CWI staff and faculty that could appropriately be brought forward by a member of the public. It is recommended that Trustees refer CWI staff and faculty to appropriate administrative channels if approached individually or collectively about personnel matters.
If a direct presentation to the Board is requested by an employee or group of employees, the person or group making the request shall inform the President and the Board Chair of the substance of the presentation. Such requests should be limited to matters of College policy, and should not be construed to initiate a grievance proceeding.
It is the policy of the Board that faculty and staff use their respective governance structures to bring matters of interest before the Board as a whole. Faculty and staff members should communicate their concerns and suggestions to their immediate supervisors or committee representatives and request that they be taken, if necessary, through the appropriate communication channels to the Board. However, retaliation against any member of CWI’s staff or faculty for communicating directly with a Trustee is prohibited.
The Board commits itself to continual development in trusteeship and to an educational program which includes orientation of new Trustees. To that end, Trustees will foster growth and development among Trustees through the scheduling of study sessions, providing access to reading materials, and supporting conference attendance.
Travel by Trustees is expected and encouraged as part of their professional growth and development. Reasonable and prudent expenses enumerated on a College expense form are reimbursed quarterly upon authorization of the Board Chair, who examines the expenditure for propriety and availability of funds. All outstanding travel claims must be processed before another request is submitted.
Expenditure Limits
Outstanding Travel
All outstanding travel should be processed quarterly and before another request is submitted. The College will consider an advance overdue if the detailed expense report is not submitted on a timely basis. No new travel advances will be issued until prior travel expense reports are filed.
Required Approvals
All completed forms of reimbursement must be approved by the Board Chair. It is the responsibility of the authorized signer to examine the expenditure for propriety, and assure that funds have been budgeted.
Purpose and Intent
Trustees should embody the highest ethical standards in dealing with the community and CWI. Trustees should abide by Idaho Code, regulations, and policies applicable to them in their capacity as members of the Board. Further, Trustees should act in the best interests of the College and not their own self- interest. The purpose of this policy is to provide guidelines for identifying and resolving conflict of interest situations.
Policy
A Trustee should not participate in any Board discussion, decision or action where the Trustee has a conflict of interest unless the conflict has been fully disclosed and resolved pursuant to applicable law, including but not limited to I.C. § § 74-401, et seq.
For purposes of this policy and as defined by I.C. § 74-403, a “Conflict of interest” means any official 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 of the person or a member of the person’s household, or a business with which the person or a member of the person’s household is associated, unless the pecuniary benefit arises out of the following;
“Members of a Household” means the Trustee’s spouse and dependent children and/or any other person whom the Trustee is legally obligated to support.
1. Conflict of Interest. A conflict of interest generally includes any situation in which a Trustee’s official decision, action, participation, recommendation or influence could result in a private benefit to, or adversely affect the private interests of, the Trustee, members of the Trustee’s household or any entity in which the Trustee and/or any member of the Trustee’s household has a significant ownership or other beneficial interest. See generally I.C. § 74-403(4). The following are examples of potential conflict of interest situations:
Except as provided below, pursuant to Idaho Code § 33-507 which applies to Trustees by virtue of Idaho Code § 33-2106, a Trustee may not have a pecuniary interest, directly or indirectly, in any contract or other transaction pertaining to the maintenance or conduct of the College nor may a Trustee accept any reward or compensation for services rendered as a Trustee. The Board may accept and award contracts involving the College to a business in which a Trustee or person related to the Trustee by blood or marriage within the second degree has a direct or indirect interest provided that:
“Related by blood or marriage within the second degree” includes the Trustee’s or the Trustee’s spouse’s parents, grandparents, siblings, children and grandchildren.
Pursuant to Idaho Code § 33-507, the receiving, soliciting or acceptance of monies of the College for deposit in any bank or trust company, or the lending of money by any bank or trust company to the College, shall not be deemed to be a contract pertaining to the maintenance or conduct of the College within the meaning of this policy; nor shall the payment by the Board of compensation to any bank or trust company, for services rendered in the transaction of any banking business with the Board be deemed the payment of any reward or compensation to any officer or director of any such bank or trust company within the meaning of this policy.
Trustees may not serve concurrently as a paid employee of the College, receive gifts in excess of any gift limitations specified by Idaho Code or College policy or accept honoraria for speeches or attendance at events as a Trustee of the College. Similarly, spouses of any Trustee may not be employed by the College. When any relative of a Trustee or a Trustee’s spouse related by blood or marriage within the second degree is considered for employment by the College, the Trustee should abstain from voting on the employment decision and should be absent from the meeting while any such employment is being considered and determined.
2. Disclosure of Conflict/Abstention. Pursuant to Idaho Code § 74-404, a Trustee should not knowingly receive confidential information regarding, participate in any discussion, or take any action concerning any matter where he/she has a conflict of interest and has failed to disclose the conflict. The disclosure of a conflict of interest should be in writing or otherwise fully disclosed in the Board minutes. Disclosure of a conflict does not affect the Trustee’s authority to be counted for purposes of determining a quorum and to debate and to vote on the matter, unless the Trustee requests to be excused from debate and voting at his/her discretion. In order to determine whether a conflict of interest exists relative to any matter within the scope of the Trustee’s official functions, the Trustee or the Board may seek legal advice from the College’s attorney, the Attorney General or from independent counsel.
3. Board Consideration. The remaining non-interested members of the Board shall consider and respond to any disclosed conflict of interest situation consistent with this Policy and Idaho Code. The interested Trustee may be excluded from the deliberations.
4. Application. This Policy applies during the Trustee’s term on the Board. Further, this Policy should apply to any discussion, recommendation, vote, participation, or other action that the interested Trustee takes in his/her official capacity, whether on the Board as a whole, through participation on any committee, or through any individual action that the Trustee takes in his/her official capacity.
5. Other Laws. Idaho statutes impose additional requirements on public officials, including Trustees, to ensure that they act in the utmost good faith and that they do not misuse their official position. See, e.g., I.C. § 18-1351 et seq.; I.C. § 74-401 et seq.; and I.C. § 74-501 et seq., links to which are provided below. Trustees should be familiar with and comply with these additional laws.
6. Training. Trustees shall receive training concerning conflicts of interests, this Policy, and applicable laws when they are appointed to the Board, and periodically as necessary thereafter.
The Board is responsible for the establishment of policies that govern the affairs of the College. The formulation and adoption of written policy constitutes the basic method by which the Board exercises its leadership in the operation of the College. In developing and approving policies, the Board should exercise its judgment and be responsive to the educational needs of the community while preserving an environment of academic freedom for the faculty and students of the College.
The Board is committed to assessing its own performance as a Board and that of the President’s in order to identify strengths and areas which may improve.
The Board shall conduct a review of its performance and of the President’s with the intention of strengthening performance, identifying and reaching consensus on goals, ensuring clear understandings of responsibilities, and clarifying expectations among Trustees with the President.
The Chair will annually organize and convene a special meeting of the Board for evaluating the Board’s and the President’s performance.
To that end, the Board has established the following procedure:
The Board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use of authority, appropriate decorum during meetings, and respect for other members, College employees, and any other person coming before the Board for whatever reason.
Idaho Code §§ 33-2106; 33-2107
Idaho Code §§ 34-402; 34-404; 34-1402
Idaho Code §§ 35 74-01 et seq.
Idaho Code §§ 74-401 et seq.
Idaho Code §§ 18-1351 et seq.
Idaho Code §§ 74-501 et seq.