Portland Village School Governance Policy
The Board, on behalf of the citizens of the community, holds itself accountable to them by ensuring that all action it takes is consistent with statutory requirements, the charter of Portland Village School, Portland Village School's stated Mission and Vision, and the Board's adopted policies. In fulfillment of this charge, the Board is committed to rigorous and continual improvement of its capacity to govern effectively, using policies to define and communicate its values and expectations. Adopted 10 December 2008
To that end, the Board will: 1) Govern lawfully, respecting the governing and fiduciary trust delegated to Portland Village School by the public. 2) Govern with an emphasis on the broader questions of management:
3) Cultivate a sense of group responsibility. The Board will be responsible for excellence in governing, while recognizing the fundamental importance of the staff in developing the character and operations of a school based on the work of Rudolf Steiner. The Board is the primary initiator of policy. The Board will not use the expertise of any individual to substitute for the judgment of the Board, although the expertise of individuals may be used to enhance the understanding of the board as a body. 4) Direct, control, and inspire the organization through careful establishment of broad written policies reflecting the organization’s values and perspectives. The Board’s major policy focus will be on the intended goals, and not on the administrative or programmatic means of attaining those goals. The Board will periodically lead a review of Portland Village School's Mission Statement and Vision Statement. 5) Enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation for meetings, policy making principles, respect of roles, and ensuring the continuance of governance capability. Although the Board can change its governance policies at any time, it will scrupulously observe those currently in force. 6) Maintain open communications with all stakeholders, including the public, insofar as is legally prudent and practicably possible. Continual board development will include orientation of new directors in the Board's governance process and periodic board discussion of process improvement. Adopted 10 December 2008
1. General 2. Fiscal Planning The Board shall prepare and manage an annual operating budget according to the state requirements. 3. Annual Agenda Planning 4. Board Meeting Planning Meetings of the Board of Directors may be called either by the President, or by 50% of the directors in office. The President prepares the draft agenda for each board meeting to be provided to the Board seven days prior to the scheduled meeting. At the beginning of each meeting the Board shall review, amend, and approve the meeting agenda. A Director, staff member, parent, student, or community
member may recommend or request an item for board discussion by submitting
the item to the President no later than ten days before the board meeting.
5. Proper Notice of Meetings Notice shall be given of every meeting of the Board stating the date, time, and location of the meeting and the purpose of the meeting. After the initial notice is given of the schedule for a series of regular meetings, which will occur at a fixed time and place, no further separate notice is required for each of those regular meetings except that required by state law. Notice shall state the time, date, and location of the meeting. The Board may by resolution establish or change the date of regularly scheduled meetings, with proper notice given to all Directors, school members, and the public. Notice must be given not less than 2 days in advance of the meeting if delivered by phone or in person to each Director, and not less than 7 days in advance if it is delivered by first class mail, email or fax to an address provided by the individual director. Any director may waive the right to receive full advance notice of any meeting. Waivers of notice shall be in writing, signed by the person entitled to notice, and shall be given to the Secretary to be placed in the corporate records. Waivers may be signed before or after the meeting has taken place. The attendance of a director at any meeting without specific objection to the notice shall constitute a waiver of the right to receive full notice of that meeting. The Board may hold special or emergency sessions with at
least 24 hours’ notice to the Directors and the general public.
The notice shall also include a list of the principal subjects anticipated
to be considered at the meeting, but this requirement shall not limit
the Board from considering additional subjects. In case of an actual emergency, a meeting may be held upon such notice as is appropriate to the circumstances, but the minutes for such a meeting shall describe the emergency justifying less than 24 hours’ notice. If an executive session will be held, notice shall be given to the Directors and to the general public, stating the specific provision of law authorizing the executive session. Adopted 10 December 2008
Nominees for positions of the Board of Directors must have exhibited an interest in and commitment to the purposes of the Portland Village School. There shall be one “faculty representative” position on the Board, who shall be selected by a vote of those members of the school’s teaching staff who work over 15 hours per week as part of the paid staff teaching staff. There shall be one "Parent Representative" position on the Board, who must be the parent of children currently enrolled in the Portland Village School. The Parent Representative shall be elected by an election process developed by the Board. Until such time that the Board adopts an election process and the election process is completed, any Director who is also a parent of a child attending Portland Village School may be considered a “Parent Representative”. The Board of Directors shall consist of no fewer than five and no more than fifteen members. The specific number of directors within this range shall be set and may be changed by resolutions passed by the voting members of the Council of Electors, in accordance with the Bylaws. The Voting Members may in this way increase the size of the board and then may elect new Directors to fill the newly created positions. Directors shall be elected according to the Portland Village School Bylaws. Directors shall serve two-year terms. However, unless they formally resign or are removed from office, Directors shall remain in office until their successors are properly elected, designated, or appointed. There is no limit to the number of terms, successive or otherwise, a Director may serve. A Director may be removed with or without cause by resolution of the Voting Members. A Director may resign at any time. The resignation of a Director must be in writing and be delivered to the Board of Directors, its presiding officer, the President or the Secretary. Once delivered, a notice of resignation is irrevocable. Adopted 10 December 2008
As soon as possible following each annual election of directors, the Board of Directors shall meet to elect new officers of the corporation for a one year term of office. The officers of the Portland Village School shall carry out the policies and decisions of the Board of Directors as directed by the Board. Officers shall include a president, a secretary, and a treasurer, and may also include one or more vice presidents, a chairperson, and such other officers as desired. The same person may not hold the offices of president and secretary at the same time but the same person can hold any other two offices. Board members and non-Board members are eligible for selection as officers; officers who are not Board members shall have no right to vote on Board decisions. Officers are elected by the Board for a one year term of office. The Board President first ensures the integrity of the board’s process and, secondarily, occasionally represents the board to outside parties. The result of the Board President’s job is that the board behaves consistently with its own rules and those legitimately imposed on it from outside the organization. The Board President is empowered to chair board meetings with all the commonly accepted powers of that position, such as ruling and recognizing. The President may serve as an ex-officio member of any committee. The Board President ensures that: 1. Meeting discussion content will consist solely of issues that clearly belong to the Board to decide or to monitor according to board policy 2. Information that is for neither monitoring performance nor board decisions will be avoided or minimized and always noted as such. 3. Deliberation will be fair, open, and thorough, encouraging minority as well as majority viewpoints, but also timely, orderly, and kept to the point. 4. The Board will complete its duties as described in the Annual Calendar of Board Duties. The Vice President, if such is elected, acts in absence of the President or in the event of the President’s inability to act. The Vice President, when acting as President, shall perform all the duties and have all the powers of the President. If more than one Vice President is elected, they shall be differentiated as First Vice President and Second Vice President, to delineate the order of succession, should the Vice President need to fulfill the duties of President. If no Vice President is elected, the board shall elect a Designee for the purposes of acting as President in the event of the President’s inability to act. The Secretary shall perform or oversee the performance of
the following duties: The Treasurer shall perform or oversee the performance of
the following duties: Adopted 10 December 2008
Regarding conduct during board meetings, members will conduct themselves such that: 1. Meeting discussion content will consist solely of issues that clearly belong to the Board to decide or to monitor according to board policy. 2. Deliberation is fair, open, and thorough, encouraging minority as well as majority viewpoints, but also timely, orderly, and kept to the point. 3. Members come to meetings prepared for deliberation, with
necessary materials in hand. An individual Director exercises the authority and responsibility of his or her position only when the Board is in legal session, or when executing duties explicitly stated by Board resolution. A Director has the right to express personal opinions. When expressing such opinions in public, she or he must clearly identify the opinions as his or her own. The expression of such opinions must not undermine or otherwise negatively impact the ability of the Board, the administration, or the staff to perform their duties. Directors may not attempt to exercise individual authority over the organization. Directors’ interaction with the administrator or with staff must recognize the lack of authority vested in individuals except when explicitly authorized by the Board. Directors’ interactions with the public, the press, or other entities must recognize the same limitation and the inability of any Director to speak for the Board except to repeat explicitly stated board decisions. When a Director receives substantive complaints or requests
from staff, students, or members of the public, such information shall
be conveyed to the President for action. No member of the Board of Directors nor any officer shall receive any compensation for fulfilling the responsibilities of a member of the Board of Director or of an officer. The Board may allow reimbursement for actual expenses incurred by members of the Board of Directors in the course of fulfilling their responsibilities as members of the Board of Directors or as officers. The corporation may pay compensation to its officers or members of the Board of Directors for their services rendered as employees or independent contractors, so long as the required rules for conflicts of interest are followed.
Conflict of Interest The Board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as Directors. Directors must demonstrate loyalty to the organization as chartered, unconflicted by loyalties to staff, other organizations, or any personal interests as consumers. Directors must avoid conflict of interest, or the appearance of the same, with respect to direct or indirect financial interest defined as ownership, investment interest in, or any compensation arrangement with any entity with which the Portland Village School has or is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial The Board will have procedures to determine and address financial conflict of interest In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors of the Board considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, that Director has the option to recues themselves from any decision relating to that interest. The Director shall leave the board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. The President shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the Board shall determine whether the school can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a two-thirds vote of the disinterested Directors whether the transaction or arrangement is in the school’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. When the Board has reasonable cause to believe a Director has failed
to disclose actual or possible conflicts of interest, it shall inform
the Director of the basis for such belief and afford the member an opportunity
to explain the alleged failure to disclose. If, after hearing the Director's
response and after making further investigation as warranted by the circumstances,
the Board determines the Director has failed to disclose an actual or
possible conflict of interest, it shall take appropriate disciplinary
and corrective action. The minutes will show: 1. The names of the persons who declared and disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. 2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. A Director who receives compensation, directly or indirectly, from the Portland Village School for services is precluded from voting on matters pertaining to that Director's compensation No Director who receives compensation, directly or indirectly, from the school, is prohibited from providing information to any committee regarding compensation. To ensure the Portland Village School operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: 1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. 2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the school’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction. Adopted 10 December 2008
The Board shall maintain an easily accessible method for parents, staff members, students, or community members to send written communication to the entire board and maintain a method of responding in a timely manner. All Board meetings are open to the public and subject to open meeting laws. All Board meeting minutes, with the exception of Executive Sessions, will be made easily accessible by the public. At least once annually the Board shall by some method assess constituent satisfaction and summarize those responses for the Board and the community. Persons wishing to speak at a Board meeting may request permission to do so from the President. The President of the Board may call upon persons or delegations requesting to be heard, after the agenda has been adopted. To protect the Board’s ability to complete its work, the President may limit comments to three minutes and may limit the number of speakers. If there are more speakers wishing to address the Board than time allows, the President may opt to do one of the following: 1. Offer a first-come speaker signup sheet at the beginning of the meeting 2. Propose an amendment to the agenda 3. Schedule a special session of the Board to allow for more time. When called upon, speakers shall identify themselves by name and, if representing an organization, the name of that group. Remarks shall be addressed to the Board as a whole. All pertinent information should be in the hands of the President seven days before the Board meeting to be copied or emailed with the agenda to the Directors. To provide for orderly meetings, persons who wish to appear before the Board are expected to familiarize themselves with Roberts Rules of Order and abide by them. The Board of Directors will not hear complaints about individual school employees or Directors, nor permit discussion of such matters at a Board meeting. Charges or complaints of such nature shall be presented by the person(s) making the charge or complaint.to the Principal, in the case of an employee, and to the President in the case of a Director or the Principal. Adopted 10 December 2008
Quorum: At all meetings of the Board of Directors, the presence of a quorum is necessary to allow the transaction of corporate business or the making of corporate decisions. A quorum is defined as a majority of the number of Directors in office immediately before the meeting begins. When necessary, and when proper notice is given, meetings may be attended via telephone conference calls or video conference in which participating Directors may simultaneously hear and speak with each other. A Director participating by such a method is deemed present for purposes of a quorum. The Directors shall diligently and conscientiously attempt to make decisions by consensus. They shall employ all standard consensus practices and techniques including the expression and careful consideration of minority views. Where a consensus cannot be achieved a director may request that a vote be taken instead. All decisions require a clearly stated motion, a second, and a vote that must be recorded in the written minutes. Each present member of the Board of Directors shall have one vote. A two-thirds vote of the present members of the Board at any meeting
at which a quorum is present is necessary and sufficient to make a decision
of the Board of Directors of Portland Village School unless a greater
proportion is required by Law or by these policies. At the request of
any Director, the names shall be recorded in the minutes of each Director
who voted for, against, or abstained from a particular motion. There shall be no proxy voting allowed at any meeting of the Board of Directors or as part of reaching any decision of the Board. The Board may use mail, fax or email to make any decision or take any action that is within its power, without an actual meeting, through the use of a “Unanimous Consent Resolution.” To do so, a clearly stated motion must be sent or presented to all of the directors on the Board, along with clear instructions that each director must vote “yes, no, or abstain” in response. If the Unanimous Consent Resolution is sent by mail, then it must be signed and returned by mail or fax by each director. If it is sent by email, then each director can simply “reply” by email and no signature is necessary. The motion will be adopted and effective when all directors in office have responded with an affirmative “yes” vote. If any director fails to vote, votes “no,” or abstains, then the Unanimous Consent Resolution motion fails to pass. A printed record of each Director’s mail or email vote should be stored with the corporate records. Adopted 10 December 2008
The Board may establish any committee by a resolution of the Board. Such resolutions must name the committee and the purpose of the committee, must state whether it is a “Board” committee or a “Non-Board” committee, and must state what powers, authority and duties have been delegated to the committee, how the chair of the committee and how the members of the committee will be appointed or elected, and may state what procedures, if any, the committee will use in carrying out its work. A Board Committee must be established by the affirmative vote of a majority of the Directors then in office. Board committees must consist of two or more Directors, and must not have any members who are not members of the Board of Directors. Powers delegated to such committees must be clearly stated. A Non-Board Committee must be established through a resolution properly adopted by the Board of Directors. Any person may be a member of such a committee, whether or not that person is a member of the Board. A non-board committee does not have the power to make decisions for the corporation. Committees 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 administrator. Committees are to help the Board do its job, not to help or advise the staff. Committees ordinarily will assist the Board by preparing policy alternatives and implications for board deliberation. In keeping with the Board’s broader focus, committees will normally not have direct dealings with current staff operations. Committees may not speak or act for the board except when formally given such authority for specific and time-limited purposes. Adopted 10 December 2008
Any member of the public who wishes to express a complaint about the actions of the Board of Directors, as a whole, or the actions of an individual Director, may do so in writing to the President or any officer of the Board. Such letter must be received within 30 days from the alleged incident
and must include Within 30 days of receiving the complaint, the Board shall arrange a Grievance Committee, which shall review the complaint. The committee shall include one member of the Board, one person agreed upon by both the complainant and the Board, and one person selected by the complainant. The complainant may not select him/herself. The committee shall investigate the complaint, confer with the complainant and other parties involved and prepare a written report of findings and conclusions. The committee’s decision will be final. In the event that a complaint alleges a violation of state standards, and is not resolved by the Grievance Committee, then the Board will supply the complainant with appropriate information in order to file a direct appeal to the State Superintendent of Public Instruction as outlined in Oregon Administrative Rules. Adopted 10 December 2008 |
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