Date of Last Review: July 12, 2022
Originally Approved by the Board of Trustees: February 4, 2022
1. SCOPE. The following statement of policy applies to each member of the Board of Trustees and to all Officers of the Board of Juniata College.
2. FIDUCIARY RESPONSIBILITIES. The mission of Juniata College is to provide an engaging personalized educational experience, empowering students to develop the skills, knowledge and values that lead to a fulfilling life of service and ethical leadership in the global community. As part of their service to the College, members of the Juniata College Board of Trustees and Officers of the Board are similarly called upon to strive for the highest levels of service and ethical leadership in furtherance of the College’s mission and commitments. Trustees signing the attached form are called upon to reflect their understanding and willingness to fulfill the following expectations:
- Become familiar with and committed to the major responsibilities of the governing board (Bylaws of Juniata College, Articles I – IV).
- Prepare for, regularly attend, and actively participate in Board meetings and Board committees.
- Support Juniata’s mission through the devotion of time, treasure and talent.
- Accept and abide by the legal and fiscal responsibilities of the Board, including disclosures of any financial conflicts (Bylaws of Juniata College, Article VIII).
- Maintain the confidential nature of the Board's work, while facilitating communication between the Board, Board committees, and the campus community, as appropriate.
- Actively participate in Board-sponsored educational exercises and training, as organized and executed by the Executive and Governance Committees.
- In all Board communications, meetings, and engagements, uphold Juniata’s commitment to respect the right of all the College’s constituents to freely express a range of perspectives and experiences.
- In all Board communications, meetings, and engagements, uphold Juniata’s commitment to a community that celebrates respect, equity and inclusion, and actively supports diversity across race, ethnicity, national origin, gender, age, sexual orientation, religion, ability/disability, veteran status, and family status.
- Refrain from actions and involvements that compromise the College's reputation or standing in the higher education community.
The Board requires each Trustee and Board Officer to: (a) be familiar with the terms of this policy; and (b) annually acknowledge the Board member’s understanding and commitment to strive to fulfill these expectations.
3. 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.
Board members 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.
4. DISCLOSURE. All Trustees and Board Officers are requested to list on the attached 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 form:
- 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, domestic partner, parent, sibling, child, or any other relative if the latter resides in the same household or has a fiduciary relationship with 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.
5. 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.