Date of Last Review: April 26, 2019
Originally Approved by the Board of Trustees: February 14, 2003
- SCOPE: The following statement of policy applies to each member of the Board and to all Officers of the Board of Juniata College.
- FIDUCIARY RESPONSIBILITIES: Board members and Board Officers of Juniata College serve the College and have a clear obligation to fulfill their responsibilities in a manner consistent with this fact. All decisions of the Board and Board Officers are to be made solely on the basis of a desire to advance the best interests of the institution. The integrity of Juniata College must be protected at all times. Men and women of substance inevitably are involved in the affairs of other institutions and organizations. Effective boards will include individuals who have relationships and affiliations that may raise questions about perceived conflicts of interest. Although many such potential conflicts are and will be deemed inconsequential, every individual Trustee and Board Officer has the responsibility to ensure that the Executive Committee is made aware of situations that involve personal, familial, or business relationships that could be troublesome. Thus, the Board requires each Trustee and Board Officer annually to: (a) be familiar with the terms of this policy; (b) disclose to the Board Chair any possible personal, familial, or business relationships that reasonably might give rise to a conflict involving the College; and (c) acknowledge by his or her signature that he or she is in accordance with the letter and spirit of this policy.
- DISCLOSURE: All Trustees and Board Officers are requested to list on the Disclosure
Form only those substantive relationships (a) they or members of their family maintain
with organizations that do business with the College; or (b) that potentially could
be construed to affect their independent, unbiased judgment in light of their decision-making
authority and responsibility. If a Trustee or Board Officer is uncertain whether to
list a particular relationship, the Board Chair should be consulted. The Chair may
elect to seek the judgment of the Executive Committee and/or review by institutional
legal counsel. Information shared or gathered as a result of such consultations (including
information provided on this form) shall be confidential except when the College's
best interests would be served by disclosure. Such disclosure will be made only after
informing those concerned. The following definitions are provided to help Trustees
and Board Officers decide whether a relationship should be listed on the disclosure:
- Business Relationship: One in which a Trustee, Board Officer, or a member of his or her family as defined below serves as an officer, director, employee, partner, trustee, or controlling stockholder of an organization that does substantial business with Juniata College.
- Family Member: A spouse, parent, sibling, child, or any other relative if the latter resides in the same household as the Trustee or Board Officer.
- Substantial Benefit: When a Trustee or a member of the Trustee's family (a) is the actual or beneficial owner of more than 5 percent of the voting stock or controlling interest of an organization that does substantial business with the College or (b) has other direct or indirect dealings with such an organization from which the Trustee or a member of the Trustee's family benefits directly, indirectly, or potentially from cash or property receipts.
- RESTRAINT ON PARTICIPATION: Trustees or Board Officers who have declared a conflict of interest, or who have been found to have a conflict of interest, shall refrain from participating in consideration of proposed transactions unless the Board or Administration requests information or interpretation for special reasons. Should a conflict of interest matter require an Executive Committee or Board vote to resolve, those concerned shall not be present at the time of the vote.