GOVERNANCE PROCESS

Part 1.0 Governing Board

Section 1.3 Governance Policies

Paragraph 1.3.4 Governance Process

Policy Statement:

Governance Process

GP#1: The purpose of the board, on behalf of the citizens of the State of Utah, is to see that the school:

Achieves appropriate results for appropriate persons for an appropriate cost (as specified in Board Ends Policies).
Avoids unacceptable actions and situations (as prohibited in Board Executive Limitations policies).

Adopted: 10/18/07

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_

GP#2A: Governing Style

The board will govern lawfully, observing the principles of the Policy Governance model, with an emphasis on: (a) Outward vision rather than internal preoccupation, (b) Encouragement of diversity in viewpoints, (c) Strategic leadership more than administrative detail, (d) Clear distinction of board and chief executive roles, (e) Collective rather than individual decisions, (f) Future rather than past or present, and (g) Proactivity rather than reactivity.

Adopted: 02/28/08

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_

GP#3A: Accordingly,

1. The board will cultivate a sense of group responsibility. The board, not the staff will be responsible for excellence in governing. The board will be the initiator of policy, not merely a reactor to staff initiatives. The board will use the expertise of individual members to enhance the ability of the board as a body rather than to substitute individual judgments for the board's values. The board will allow no officer, individual, or committee of the board to hinder or be an excuse for not fulfilling board commitments.

2. The board will direct, control and inspire the organization through the careful establishment of written policies reflecting the board's values and perspectives about ends to be achieved and means to be avoided. The board's major policy focus will be on the intended long-term effects, not on the administrative or programmatic means of attaining those effects.

3. The board will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as preparation for meetings, attendance, attentiveness and participation in meetings; policy-making principles, respect of roles, and ensuring the continuance of governance capability. Continual board development will include training new members of the board in the board's governance process and periodic board discussion and evaluation of process improvement.

4. The board will monitor and discuss the board's process and performance at each meeting. Self-monitoring will include comparison of board activity and discipline to policies in the Governance Process and Board-Management Linkage categories.

Adopted: 9/16/10

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_

GP#2B: Board Job Description

As an informed agent of the citizens of the state of Utah, specific job outputs of the board as an informed agent of the ownership are those that ensure appropriate organizational performance.

Adopted: 02/28/08

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_

GP#3B: Accordingly the board will provide

1. Authoritative linkage between the ownership and the operational organization.

2. Written governing policies that, at the broadest levels, address the each category of organizational decisions and situations:

Ends: Organizational impacts, benefits, outcomes, and end results for specified recipients and their relative worth (what good for which recipients at what cost);
Executive Limitations: Constraints on executive authority that establish the practical, ethical, and legal boundaries within which all activity and decisions must take place
Governance Process: Specification of how the board conceives, carries out and monitors its own work;
Board/Management Linkage: How authority is delegated and its proper use monitored; the School Director's role, authority, and accountability.

3. Assurance of the School Director's performance through monitoring Ends and Executive Limitations policies. (See BML#3D for schedule).

Adopted: 9/16/10

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_

GP#4B: To accomplish its job products with governance style consistent with board policies, the board will follow an annual agenda that (a) completes a re-exploration of Ends policies annually and (b) continually improves board performance through board education and enriched input and deliberation.

Adopted: 9/16/10

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_

GP#5B:

1. The cycle will conclude each year on the last day of June so that administrative planning and budgeting can be based on accomplishing a one-year segment of the board's most recent statement of long-term Ends.

2. The cycle will start with the Board's development of its annual agenda/planning calendar for the next year:

Consultations with selected groups in the ownership or other methods of gaining ownership input will be determined and arranged to be held during the balance of the year.
Governance education and education related to ends determination (e.g. presentations by futurists, demographers, advocacy groups, staff, etc.) will be arranged to be held during the balance of the year.

3. Throughout the year, the board will attend to consent agenda items as expeditiously as possible.

4. School Director monitoring will be included on the agenda if monitoring reports show policy violations or if policy criteria are to be debated.

5. School Director remuneration will be decided after a review of monitoring reports received in July.

Adopted: 9/16/10

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_

GP#2C: Board Chairperson's Role

The Board Chairperson, a specially empowered member of the board, assures the integrity of the board's process and, secondarily, occasionally represents the board to outside parties.

Adopted: 02/28/08

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_

GP#3C: Accordingly,

1. The job result of the chairperson is that the board behaves consistently with its own rules and those legitimately imposed upon it from outside the organization.

Meeting discussion content will be only issues that, according to board policy, clearly belong to the board to decide, not the School Director.
- Deliberation will be fair, open, and through but also timely, orderly, and to the point.

2. The authority of the chairperson consists in making decisions that fall within topics covered by board policies on Governance Process and Board-Management Linkage, except where the board specifically delegates portions of this authority to others. The chairperson is authorized to use any reasonable interpretation of the provisions in these policies.

The chairperson is empowered to chair board meetings with all the commonly accepted power of that position (for example, ruling, recognizing).
The chairperson has no authority to make decisions about policies created by the board within Ends and Executive Limitations policy areas. Therefore, the chairperson has no authority to supervise or direct the School Director.
The chairperson may represent the board to outside parties in announcing board-stated positions and in stating chair decisions and interpretations within the area delegated to her or him.
The chairperson may delegate this authority but remains accountable for its use.

Adopted: 10/21/10

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_

GP#2D: Board Secretary's Role - NOT adopted

The board secretary is an officer of the board whose purpose is to ensure the integrity of the board's documents.

Adopted:

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_

GP#2E: Board Members' Code of Conduct

The board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as board members.

Adopted: 02/28/08

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_

GP#3E:

1. Board members must represent unconflicted loyalty to the interests of the ownership. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other boards or staffs. It also supersedes the personal interest of any board member acting as a consumer of the organization's services

2. Members must avoid conflict of interest with respect to their fiduciary responsibility.

There will be no self dealing or any conduct of private business or personal services between any board member and the organization, except as procedurally controlled, to assure openness, competitive opportunity, and equal access to inside information.
When the board is to decide upon an issue about which a member has an unavoidable conflict of interest, that member shall withdraw without comment not only from the vote but also from the deliberation.
Board members must not use their positions to obtain employment for themselves, family members, or close associates. Should a member desire employment he or she must first resign.
Members will annually disclose their involvements with other organizations, with vendors, or any other that might produce a conflict of interest.

3. Board members may not attempt to exercise individual authority over the organization except as explicitly set forth in board policies.

Members' interaction with the public, the press, or other entities must recognize the same limitation and the inability of any board member to speak for the board except to repeat stated board decisions.
Members will give no consequence or voice to individual judgments of School Director or staff performance.
Members will respect the confidentiality appropriate to issues of a sensitive nature or that otherwise may tend to compromise the integrity or legal standing of the board.

5. Members will be properly prepared for board deliberation.

6. Members will support the legitimacy and authority of the final determination of the board on any matter, without regard to the member's personal position on the issue.

Adopted: 10/21/10

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_

GP#2F: Board Committee Principles

Board committees, when used, will be assigned so as to reinforce the wholeness of the board's job and so as never to interfere with delegation from board to School Director.

Adopted: 02/28/08

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_

GP#3F: Accordingly,

Board committees are to help the board do its job, never to help or advise the staff. In keeping with the board's broader focus, board committees will normally not have direct dealings with current staff operations.
Board committees may not speak or act for the board except when formally given such authority for specific and time-limited proposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the School director.
Board committees cannot exercise authority over staff. The School Director works or the full board, and will therefore not be required to obtain the approval of a board committee before an executive action.
Board committees are to avoid over-identification with organizational parts rather than the whole. Therefore, a board committee that has helped the board create policy on some topic will not be used to monitor organizational performance on that same topic.
Committees will be used sparingly and ordinarily in an ad hoc capacity.
This policy applies only to committees that are formed by Board action, whether or not the committees include Board members. It does not apply to committees formed under the authority of the CEO.

Adopted: 10/21/10

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_

GP#2G: Cost of Governance

Because poor governance costs more than learning to govern well, the board will invest in its governance capacity.

Adopted: 02/28/08

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_

GP#3G: Accordingly,

1. Board skills, methods, and supports will be sufficient to ensure governing with excellence.

Training and retraining will be used liberally to orient new members and candidates for membership, as well as to maintain and increase existing members' skills and understandings.
Outreach mechanisms will be used as needed to ensure the board's ability to listen to owner viewpoints and values.

2. Costs will be prudently incurred, though not at the expense of endangering the development and maintenance of superior capability.

3. The board will establish its Cost of Governance budget for the next fiscal year during the month of June.

Adopted: 10/21/10

Monitoring method: Self-Monitoring see GP#3A-4

Monitoring frequency: Annually in (insert month)_