Board of Trustees

Chapter IV - Role of the Board of Trustees

The purpose of this chapter is to detail the primary role of the Board of Trustees. As a preliminary step, however, there must be an understanding of the basic concepts underlying any governing board, as well as a consideration of what is reserved solely to the Board of Trustees.

BASIC CONCEPTS

1. The Board’s Primary Effort Must Be Guided by Objectives and Goals

Since any governing board acts as a steward for society, responsible for seeing that an institution’s resources are used wisely, it must make its fundamental decisions within a clear framework of long-range objectives and goals. If these do not exist, or if they exist only in a vague sense, the board must either develop these objectives and goals or see that they are developed.

In the case of Clemson University, the Board of Trustees is the ultimate decision-making body on the specific goals and objectives of the University, but this in no way restrains the Administration from suggesting the specific goals and objectives it believes are desirable. In any event, neither the Board nor the Administration can function effectively until both are aiming for the same set of specific short- and long-range goals and objectives.

2. The Board Must Govern by Policy Direction and Control

The Board should not spend major amounts of time on matters of minor importance. It should not act as a rubber stamp for the President, nor should it try to take over the work of the chief executive.

The Board will be fully effective and make essential contributions to the University by confining its efforts to policy direction and control. This does not mean the Board should spend its time developing and refining policy statements. Instead, it should demand that the Administration produce sufficient policies for the Board’s consideration so that it can exercise well-balanced control and manage risks through policy direction. The Board recognizes that a strong link exists between good governance and effective risk management.  One major function the Board must not avoid is periodic and thorough examination of its policy structure to be certain its policies are correct and functioning properly.

The Board should be particularly conscientious in exercising educational policy control. Unless the Board sets the policies on education, it cannot properly steer the institution toward its long-range goals and objectives. The University exists for purposes that set it apart from other institutions: It exists to seek the truth, to train minds, to conduct research and to carry out its public service mission. It is a means for passing on the sum total of our knowledge, as well as for instilling the value of seeking and discovering new knowledge. The efforts of the Board of Trustees, therefore, must foster these purposes. The success of the institution does not lie in the brilliance of its financial management, the magnitude of its physical plant or the size of its enrollment; its success is gauged by the quality and inspiration of the University’s intellectual life and the quality of its service to the public.

Although the Board recognizes the vital importance of financial management, physical facilities and equipment in achieving its primary mission, there is no substitute for a first-rate faculty. The Board must be continually aware of this fact and must accept responsibility for educational as well as financial policy control.

The latest pronouncement by the Board in a particular area takes precedence over all previous pronouncements by the Board in that area. As a general rule, the Board intends to abide by its own policy pronouncements and procedures as published. However, there may be occasions when, in the opinion of the Board, it becomes necessary to deviate from published policies and procedures, and the Board reserves unto itself the right to do this when appropriate. The Board will exercise this right only after thoughtful deliberation.

3. The Board Must Govern through the President

The Board holds only one individual responsible for carrying out its policy directions —its chief executive. While the Board clearly delegates administrative responsibilities, the President is encouraged to consult the Board before making decisions on highly sensitive matters. If the Board loses faith in its administrator, the President should be replaced as quickly as possible.

4. Trusteeship Is a Joint Endeavor

The Board of Trustees acts only as a body; with the exception of the Chair, individual members should not presume to speak for the Board. Aggressive, hard-working and concerned Board members are occasionally asked to assist the Administration with difficult operating matters. Trustees must exercise self-restraint in such instances. To be effective, the Board must realize that self-discipline is as important as disciplining the Administration; therefore, Trustees should not make special requests of administrative officers except through the established chain of command, i.e. through the Executive Secretary, through the President or through vice presidential liaisons to Board committees.

5. Individual Responsibility of Members

Members are elected to boards for many different reasons: demonstrated leadership skills, affluence, reward for interest, social standing, political connections, administrative achievements or fund-raising potential. Regardless of the reasons for election, they must realize they cannot be good Board members unless they regularly participate in the work of the Board.

Participation means studying thoroughly all important matters facing the institution so the Trustee’s vote will serve as a guiding light. Fund raising is also an important responsibility. Educational matters are the most important, since education is the reason for the institution’s existence. It is particularly important that Board members read and study all information provided to them in advance of meetings.

6. Results Must Be Evaluated

One of the most important roles of the Board is the evaluation of results. This means evaluation of progress in achieving objectives and goals, of policy control as it is administered by the chief executive, of the quality of the educational programs offered, of the management of risk within its risk tolerance, of the use of available resources, of the extent to which plans are carried out, and of the adequacy of management. Such evaluations are difficult if there are no clear yardsticks against which to measure. The Board may use the vision, mission and University goals as initial yardsticks by which to judge and evaluate the progress of the University. The process of evaluation cannot be delegated — the Board must perform it. The Board may need help in the evaluation process, but this in no way mitigates the Board’s primary responsibility of seeing that evaluation is conducted regularly. Evaluation can be the Board’s most satisfying accomplishment, as well as its primary challenge.

7. The Board Must Insist on Planning

The Board can exercise valid judgment on far-ranging issues only if it is regularly supplied with updated plans on educational, research and public service programs, enrollment, faculty, buildings, administration and financing. To obtain these required points of reference for decision-making, the Board requires that the Administration bring to it well-reasoned strategic plans linked to the University’s vision, mission and goals. Plans should be updated annually, and regular progress reports should be provided to the Board.

MEANS OF CONTROL

The Board exercises ultimate control over the future of the University. It reserves to itself final decision-making authority over the kind of institution the University will be and the means by which it will achieve its mission, vision and goals.

1. Control by Objectives

The Board of Trustees reserves to itself the final approval of the University’s long-range objectives, as well as the policies that control the achievement of the objectives. This does not mean the Administration cannot consider these matters and make recommendations on them; however, ultimate control rests with the Trustees.

The objectives include a specific and detailed statement on the role of the University, its long-range mission, and its vision and near-term goals. The University’s mission and vision statements should be complemented by written objectives for each of the academic colleges, the library, and all other academic and administrative units that fit within the framework of the overall University objectives.

2. Control by Key Appointment

The Board of Trustees elects the President of the University to serve at its pleasure. The President is encouraged to consult with the Board on the appointment and dismissal of officers of the University who report directly to the President, college deans, and any employee with a multi-year employment contract. When a vacancy occurs in any of the aforesaid positions, the President should consult with the Chair of the Board to determine whether there should be Trustee representation on the search committee for the position. If the Chair deems such representation desirable, the Chair shall appoint such Trustee or Trustees as he or she deems appropriate.

3. Control by Ownership

The Board of Trustees exercises another basic control by retaining title to the capital assets of the University. It is, therefore, the only authority that can dispose of the University’s assets, make fundamental changes in them, or pledge them as security in a transaction. The Board has delegated certain, specific authority to the President, as set forth in Chapter 6 of this Policy Manual. The Trustees will work diligently to maintain the integrity of the University as clearly defined in the wording and intent of the Last Will and Testament of Thomas Green Clemson.

4. Control by Overseer Evaluation

The Board of Trustees also acts as a board of overseers of the University. Exercise of this function enables it to evaluate the University’s development. As overseers, the Board’s committees shall periodically review and evaluate the major divisions of the University that are headed by a vice president. The schedule of the reviews shall be the responsibility of the Chair of the Board. The basic purpose of the periodic appraisal is to make a formal review of how realistic the unit’s long-range objectives are, how well they are being achieved, the effectiveness of policy control over the unit, and the extent to which it is achieving the time schedule set for its goals. Following the review, the Trustees will meet with the President, the vice presidents and other representatives of the units reviewed to discuss their findings and conclusions.

POLICY CONTROL

The Board of Trustees is responsible for governance of the University, which it can effectively perform only by policy control.

The Board of Trustees works with the President on specific and detailed plans designed to achieve the primary objectives and goals set by the Board. It is the basic responsibility of the Trustees to see that these plans specify clear objectives and goals and are in effect for all elements of the University. The Trustees should ensure that these plans are feasible, that they are properly executed, that they enable the institution to manage risks, and that they furnish guidelines for the development of all aspects of the University. The Trustees should have a consistent method for evaluating the effectiveness of University planning efforts. It is through insistence on good planning that the Trustees make their most significant contribution to the University.

1. Financial Administration

The Board of Trustees plays an important role in financial administration. It operates under restrictions and requirements contained in state and federal legislation; it operates within its own broad policy guidelines; it controls expenditures within approved limits; and it develops the resources to carry out the basic plans it has considered and approved. The Board of Trustees also approves the annual budget.

2. Administrative Control

The Board of Trustees relies primarily on its policy pronouncements to guide the Administration in operational matters. However, it also considers and approves a plan that the President proposes to use in accomplishing University objectives for the coming year. In addition, it exercises administrative control by review and approval of plans and by evaluating results achieved.

3. Evaluation of Achievement

The evaluation role of the Board of Trustees is to see that its policies are valid and that they are being followed. The Board should also evaluate how well the President is meeting the goals and objectives that have been set for the University. 

4. Fund-raising and Investment

The Board of Trustees should maintain a strong commitment to the acquisition of resources for the University. The Board should establish policies to foster fund-raising and investment programs for the benefit of the University, consistent with applicable laws and regulations.

February 2012


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