Board Policy Checklist — Charter Boards
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Policies are the rules and guidelines developed by an organization to help reach its long-term goals. The board policies described below aim to guide the organization as a whole and help ensure effective charter school governance. In this way, they differ from the various school policies that the board may review, such as a procurement policy or discipline policy, as those policies deal with school-specific activities and thus are better created by the officers of the school.
Board policies supplement—and cannot contradict—the organization’s articles of incorporation and bylaws, as those documents are the bedrock of the organization. Board members vote to approve policies, and once formally approved, those policies are as binding as the organization’s bylaws and contracts. In addition to approving policies, the board is also responsible for ensuring that the organization abides by them, because the board and its members hold a fiduciary trust to see that the school functions properly.
Important Board Policies to Consider
Board Member Agreement
A board member agreement outlines each board member’s commitment to uphold his or her duties and details the shared expectations of individual board members and the full board. A strong board member agreement can help minimize the chances of confusion, disengagement, or disruption. Topics covered in a board member agreement should include expectations for meeting and event attendance, behavioral norms, and financial commitments. For more information, see our Board Policies & Agreements tool.
Code of Conduct
A code of conduct is intended to provide a guide for the ethical conduct of all board members, officers, and employees to help them identify and address ethical issues and provide a process for reporting unethical behavior. It should provide a framework for developing high standards for professional ethics and conduct, and should comply with relevant laws and the school’s policies. Additionally, a code of conduct should remind board members of their duty to protect all confidential information.
Conflicts of Interest
A conflict of interest policy lays out procedures to follow when a board member’s personal interests conflict (or appear to conflict) with the board’s interests. For example, a conflict of interest would arise if a board considered entering into a business transaction with a board member. The policy should require an annual disclosure from each board member and officer that he or she has read and understands the policy, has no undisclosed conflicts of interest, and will disclose any future potential conflicts. If a board member does disclose a possible conflict of interest, the other board members should then vote on whether a conflict exists. A board member with a conflict of interest should be prohibited from participating in any discussion or vote on the potential transaction.
Document Retention and Destruction
A document retention and destruction policy outlines procedures to ensure compliance with state and federal document retention laws. It identifies the responsibilities of staff, volunteers, board members, and outsiders for maintaining and documenting the storage and destruction of the organization’s documents and records. These procedures aim to reduce the risk that documents will be inappropriately destroyed. Similar to whistleblower protections, document retention and destruction issues can subject nonprofit organizations to penalties under Sarbanes-Oxley, and nonprofits that are required to file IRS Form 990 are also required to disclose whether they have document retention and destruction policies.
Family Educational Rights Privacy Act Policy
The Family Educational Rights and Privacy Act (FERPA) is a federal law that protects the privacy of student education records. The law applies to all schools that receive funds under an applicable program of the U.S. Department of Education. A school may not release personal information contained within student education records to a third party unless it is expressly permitted under FERPA. A student’s education records include all records directly related to the student and maintained by the school. Records covered by FERPA include (but are not limited to) grades, report cards, transcripts, attendance information, academic appeals, and records of any disciplinary proceedings. Having a FERPA policy in place will help ensure that the individuals who handle student data know their responsibilities under the law.
A gift acceptance policy can be used to describe which gifts the organization accepts and whether any approval is required. Gifts such as cash or publicly traded securities can easily be used to further the organization, but some real property gifts or gifts-in-kind may not be useful to the organization and may result in additional expenses. Therefore, the gift acceptance policy may require that the board review these types of gifts before acceptance. The policy should also clearly state that the organization will not provide advice about the tax treatment of gifts.
A nondiscrimination policy describes the board’s commitment against discrimination on the basis of race, color, ethnicity, religion, national origin, gender, age, disability, sexual orientation, or other protected class. This policy serves to remind board members as well as the broader community that your school will not tolerate discrimination.
A whistleblower policy encourages board members, staff, and volunteers to come forward with credible information on illegal practices or violations of the organization’s adopted policies. The policy should specify that the organization will protect the individual from retaliation and identify staff, board members, and outside parties to whom such information could be reported. These procedures are encouraged to ensure compliance with the whistleblower provisions of Sarbanes-Oxley and other applicable state and federal laws. While Sarbanes-Oxley generally does not pertain to nonprofit organizations, it does impose criminal liability on nonprofits for retaliation against whistleblowers that report federal offenses. Additionally, nonprofit organizations that are required to file Form 990 with the IRS are required to disclose whether they have adopted a whistleblower policy.
Tristan Colyar is a Charter Board Partners Fellow and practices law in Washington, DC.