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Understanding The Roles & Responsibilities Of The Board Of Directors Of A College

The Roles and Responsibilities of a Board of Directors for a College or University

The roles and responsibilities for board trustees of private and public colleges and universities are much the same. Colleges and universities also have governance structures much like other organizations. As it pertains to public and private schools, where matters are differentiated a bit is to whom the board of directors and others in leadership roles give their accountability. In private colleges and universities, the governing body is accountable to the shareholders and other stakeholders, particularly the students and their parents. In public colleges and universities, leadership is accountable to the state authorities and the citizens of the state.

The basic governance structure of college and university boards includes the basic positions of board chair, board directors, secretary, treasurer, CEO, attorneys and managers. Board trustees often accept other positions as part of their board duties. Many colleges and universities require board trustees to chair at least one committee, such as one of the following:

  • Academic and Student Affairs
  • Audit, Budget, Finance and Facilities
  • Governance, Personnel and Ethics
  • University Healthcare System
  • Executive Committee

The executive committee usually acts as a steering committee and has all of the same powers as the board of trustees. Here’s a rundown of other college and university board roles, along with their duties and responsibilities.

Roles and Responsibilities of the Chairman of the Board

Using such tools as the board agenda and parliamentary procedure, the chairman of the board works with the President or CEO in defining the board’s responsibilities and setting the strategic direction for the institution. The board expects the board chair to know and understand the bylaws and policies and to make sure that the board operates on a policy level.

The board chair serves as the liaison between the board and college managers, so it’s important that the person who fills this role has many skills, such as leadership, interpersonal and communication skills. The CEO and managers are responsible for carrying out the strategic plans of the board. The board chair, in collaboration with the full board, oversees their work.

The board chair sets the tone and culture for the entire board, with the expectation that trustees will arrive at board meetings fully prepared and ready to participate actively in board discussions.

An effective board chair will draw out varied perspectives from trustees, and not allow any one board trustee to monopolize discussions. The board chair also takes on responsibility for mentoring board trustees and building awareness of educational opportunities for building better boards.

As in most governance structures, much of the board’s work happens in committees. To that end, the board chair serves as ex-officio member of all committees.

Roles and Responsibilities of the Board of Trustees

Simply put, the board of trustees is the governing body of colleges and universities. Their role in governance encompasses many duties and responsibilities. Many universities also expect their trustees to serve on the board of other organizations that are related to the university. The board is responsible for strategic planning and oversight of the CEO or president, who is responsible for carrying out the plans of the board of trustees.

Under the leadership of the board chair, the trustees offer advice and counsel to the CEO or President.

As the final authority for college or university business, trustees make all legal and fiduciary decisions, although they delegate some specific powers and duties to others. The board of trustees is responsible for developing and approving the school’s mission, strategic goals and objectives, and establishing policies related to programs and services.

Another duty of trustees is to approve the annual budget and to set major program fees.

Private colleges and universities nominate and elect their own trustees, whereas public colleges and universities elect some of their own trustees. Governmental agencies often appoint a specified number of trustees to the boards of public universities.

The job of the board of trustees in today’s educational realm is challenging because of the volatility of harsh economic times and rapidly changing governance and regulatory concerns.

Roles and Responsibilities of the Trustee Secretary

The secretary of the board of trustees is a member and officer of the board. The role of secretary is evolving to a position of expertise in governance matters.

The secretary of the board notes the main actions and decisions of the board during meetings and records them in the meeting minutes. After meetings, the secretary prepares the minutes for distribution to the trustees for board approval prior to the next meeting.

The board secretary maintains all of the college or university documents and records and makes them available for review by the board and bodies that regulate the institution. Institutions of higher learning must maintain their articles of incorporation, bylaws, employee contact lists, financial records and other records. Some of the records are confidential, so the board must develop policies for who may access specific records, and under what circumstances they would allow it.

Working in conjunction with the board chair, the secretary must also file any required documents with the government as needed for compliance by the designated deadlines.

The board chair and the secretary usually have signing authority for legal documents, such as contracts, checks and credit applications on behalf of the college. Some colleges and universities also require one or more trustees to sign checks and documents as a means of checks and balances.

Roles and Responsibilities of the General Counsel or University Counsel

The General Counsel at some colleges and universities may be referred to as the University Counsel. This position is filled by an attorney with expertise in matters regarding higher education and other issues related to campus activities. The attorney who fills this position must be a person with strong ethics and integrity.

The University Counsel may consist of one or more attorneys who manage legal conflicts between administrators, faculty, staff, students or other constituencies. Attorneys are often present at board meetings to advise the board of trustees on matters of institutional policy. Under the best of circumstances, the board of trustees will develop a trusted relationship with University Counsel so they will be sure to receive early warning of any potential legal problems. Regular and routine meetings between trustees and attorneys develop the necessary foundation for a mutually trusting professional relationship.

The University Counsel often works closely with the CEO or President to address legal matters that surface in campus operations, bringing such matters to the board of trustees as necessary.

Attorneys for the University Counsel should have access to all reasonable means of obtaining information on which to base their advice and opinions, so they can fulfill their responsibilities to protect and preserve the legal interests of the college or university.

Campus attorneys may also meet with auditors in executive session to answer their questions and avoid any unnecessary worries over financial matters.

Much of the work of the University Counsel is preventative in nature, such as working with the board to review policies and procedures for common crises and catastrophes on campus, and dealing with campus security.

Roles and Responsibilities of the Treasurer or Comptroller

The treasurer at a college or university is sometimes given the title of comptroller. Some schools have a comptroller and a treasurer or Chief Financial Officer (CFO). The treasurer is a member and officer of the board. Typically, the treasurer or CFO is responsible for directly paying bills and invoices and managing bank accounts, loans and credit cards. The comptroller’s responsibility lies more in overseeing the college’s financial transactions, reports and overall financial health.

The comptroller’s duties vary by institution and should be outlined in the board’s job description for the position. In general, the treasurer or comptroller helps the board to establish budgeting priorities that correspond to strategic planning goals and objectives. The comptroller is a financial expert who helps the trustees to analyze and understand financial reports in order to assist them in decision-making. As all trustees have fiduciary responsibilities, the treasurer or comptroller helps the board to make sound decisions for allocating institutional resources. Duties and responsibilities include establishing and monitoring internal controls according to approved procedures for processing financial transactions.

As part of their responsibility for oversight, treasurers regularly review financial records to be sure that financial transactions are being recorded accurately and on a timely basis.

Working in tandem with the board secretary, the comptroller ensures compliance with applicable laws and regulations, as well as the organization’s policies and procedures.

These are general duties and responsibilities and may be more accurately defined according to the individual board’s needs.

Roles and Responsibilities of the President or CEO

The CEO role is a managerial position and may be called the President instead. Some colleges and universities prefer a structure where the CEO is the primary management authority and the President is the second in command. Both structures are acceptable as long as job descriptions, duties and responsibilities are clearly defined within the organization.

The President always has a close working relationship with the board chair, which means that the President must have excellent interpersonal and communication skills. The quality of the relationship between these two parties has a ripple effect across the rest of the institution. A common vision between the President and the board chair spreads the necessary confidence and positive energy to tackle the tough issues they both face.

The President of the university is generally responsible for the administration of college programs and activities and the organization as a whole. In conjunction with the board of trustees, the President makes policy recommendations on all matters that affect the college, including additions or changes in personnel and personnel policies.

The President has much authority with regard to campus buildings and facilities, including taking responsibility for directing the development and use of campus buildings and site utilization.

The comptroller has regular meetings with the President to discuss and report on the college’s financial sustainability and budgetary concerns. Working together with the President, the comptroller prepares an annual budget with input from the board chair to present for board approval.

The board of trustees gives the president broadly based guidelines for running the college, but the President has the authority to make most decisions according to his or her discretion.

The President is also responsible for working with the board secretary to produce and file any necessary regulatory or compliance reports, as required by local, state and national authorities.

The University President sometimes offers expertise in higher education within the community by making recommendations for the establishment of citizen and trade advisory committees, as well as other duties that the board or trustees assign or delegate.

Roles and Responsibilities of Upper Management

The board of trustees takes on the responsibility for overseeing upper management, which consists of the CEO, CFO, COO and other senior executives. Upper management and the teams under them oversee the duties of lower management personnel. Upper managers carry the highest level of responsibility and they make the majority of impactful decisions throughout the college or university.

As with other significant positions throughout the college leadership, the board of directors (and, in some cases, the shareholders) authorizes the powers that each senior-level manager has, as described in each position’s job description. As a rule, upper managers don’t get involved in managing day-to-day campus operations. Upper managers delegate daily actions and decision-making to lower-level managers. This structure is in place so that upper managers can focus on keeping the college or university profitable and sustainable, as well as making sure that the institution continually offers the highest possible quality of education.

The overall success of a higher educational institution is often a direct reflection of the quality of expertise at the upper managerial level.

Some Final Words on the Roles and Responsibilities of a Board of Directors for a College or University

With many new issues facing higher education institutions, the infrastructure of today’s colleges and universities was never more important than it is today. In addition to the duties of basic planning and oversight, boards of trustees must address such issues as tuition affordability, job placement for graduates, quality of education, and competition with other institutions and online learning programs.

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