 Board of Governors Powers, Duties & Responsibilities   West Virginia Ethics Act 

COMMUNITY AND TECHNICAL COLLEGE SYSTEM OF WV MovingWest Virginia Forward  Board of Governors Powers, Duties & Responsibilities   West Virginia Ethics Act   Open Governmental Proceedings Act  August 16, 2017 Candace Kraus, Deputy General Counsel

Powers, Duties & Responsibilities of Institutional Boards of Governors

GOVERNANCE • Determine, control, supervise and manage the financial, business and education policies and affairs of the institution. • Develop a master plan for the institution, outlining missions, degree offerings, resource requirements, physical plant needs, personnel needs, enrollment levels, etc. • Update and meet goals of the institutional compact. • Utilize faculty, students, and classified employees in planning and decision making when those groups are affected.

Administer management of a personnel system, subject to Council rules, including classification, compensation, and discipline. • Solicit and utilize or expend voluntary support. • Submit to the Council by a certain date each year an annual report on the institution’s performance in relation to master plan and compact. • Appoint and compensate the President, with Council approval. • Discipline or terminate the President. • Conduct written performance evaluations of the President consistent with state code and rules.

FINANCE • Direct the preparation of budget requests for submission to the Council and Commission. • Enter into contracts on behalf of the institution. • Purchase or acquire all materials, supplies, equipment and printing required. • Adopt salary increase policies. • Issue revenue bonds. • Approve institutional operating and capital budgets.

ACADEMIC • Periodically review, at least every five years, all academic programs at the institution and address the viability, adequacy and necessity of each program in relation to the master plan and compact. • Conduct periodic studies of its graduates and their employers to determine placement patterns and effectiveness of the education experience. • Ensure that the sequence and availability of academic programs and courses are such that students may complete programs in a normal time frame.

West Virginia Ethics Act Chapter 6B of WV State Code

Basic principle is that public officers and employees are not to use their public position for their own private gain or that of another • Public official may not solicit any gift unless it is for a charitable purpose with no pecuniary benefit to the officer or his immediate family • May not accept any gift from someone doing or seeking business with agency or who has financial interests which may be substantially affected by officer

Exemptions • Meals and beverages • Ceremonial gifts or awards with insignificant monetary value • Unsolicited gifts of nominal value ($25 from any one source over a calendar year) • Reasonable expenses for food, travel and lodging when serving on a panel or as speaker

Tickets or free admission to charitable, cultural or political events when such are customarily extended as a courtesy to that office. • Purely private and personal gifts or those from relatives or household • Tickets to sporting events only if person has a ceremonial duty to be performed before members of the public attending • May never solicit for charity from a subordinate employee

Financial Interest in Contracts • Generally not allowed to have financial interest in contracts over which official has authority • Exceptions • Financial interest that does not exceed $1000 over calendar year; or • Part-time appointed officials • Must recuse self from voting • May not seek to otherwise influence

Limitations on Voting • Public officials may not vote on a matter if they, an immediate family member, or a business with which they or immediate family member are associated with have a financial interest • An associated business is one where the person or family member is a director, owner, employee or holder of 5% or more of outstanding stock

If employed by a financial institution and primary responsibility is lending, public official may not vote on matter affecting financial interests of any customer whom a loan was made to within the preceding 12 months • May not vote on a personnel matter involving spouse or relative • May not vote on award or contract to nonprofit corporation employing official or immediate family member

May vote if they, relatives or associated business are only affected as a member of a class consisting of five or more similarly situated persons or businesses • May vote if it affects a publicly traded company but the official and family own less than 5% of the stock and the stock is valued at less than $10,000 • For any recusal to be proper official must remove himself from room, disclose interest, and not vote

Advisory Opinions • Ethics Commission will render advisory opinions • Acting in reliance of advisory opinion gives immunity from Ethics Act sanctions or criminal prosecution • May call Ethics Commission staff for advice • May visit Commission’s website at: www.wvethicscommission.org

Violations • Ethics Commission may issue public reprimand, cease and desist orders, order restitution, and levy fines of up to $5000

Open Governmental Proceedings Act WV State Code §6-9A-1 et seq.

Applies to: • All Governing Bodies of public agencies • Standing Committees of Governing Bodies • Any Committee with two or more members of the Governing Body that will make recommendations to Governing Body

Meetings Subject to Act • Any convening of a governing body for which a quorum is required to make a decision or deliberate toward a decision on any matter which results in an official action • Includes convening of committees that have authority to take action or make recommendations

NOT A Meeting • On-site inspections • Discussions on logistical and procedural methods to schedule and regulate a meeting • General discussions in social, educational, training, informal, ceremonial, or similar settings without intent to conduct public business or for the discussion to lead to an official action

Requirements if a Meeting • Notice of meeting published in the State Register at least 5 calendar days before meeting • Notice to include date, time, and place of meeting • Notice for emergency meetings filed anytime prior to meeting but circumstances of emergency must be detailed

Emergency Meetings • “Emergency” involves an unexpected event requiring immediate action because of an imminent threat to public health or safety, or financial loss, damage to property or substantial harm to the institution • If in doubt, consult with Ethics Commission staff

Agendas • Agendas must be available to public at least 3 calendar days before meeting • May be amended prior to meeting if an emergency occurs • Agenda items must be specific enough for public to be aware of the issues to be discussed • Vague headings on agenda to be avoided

Agenda • Regular meeting---3 business days in advance • Special meeting---2 business days in advance • Business days do not include the day of the meeting, weekends or legal holidays • Post in public place by close of business on Day 1

Actual Meeting • Quorum must be obtained • Only items on the agenda may be acted upon • Items not on the agenda but raised at the meeting may be discussed to the extent necessary to determine whether future action needs to be considered • Members may question staff or audience on issues raised

Actual Meeting • Governing Body not required to allow members of the public to speak • Reasonable rules may be adopted to regulate the meeting • Disruptive individuals may be removed from meeting • If members of public allowed to speak they may not be required to sign up to speak more than 15 minutes prior to the meeting • No secret ballots or proxy votes allowed

Actual Meeting • Members may attend telephonically but they must be audible to members of the public and media • Votes may not be taken by reference to a letter, number or other designation rendering it difficult for the public to know what action is being taken unless an agenda or other materials are available for inspection by the public detailing the action

Executive Session • Only authorized by majority vote of governing body • Statutory exemption or generic description must be set out in the motion to go into executive session • No votes taken in executive session • May only discuss items in executive session consistent with the motion and vote taken

Executive Session Exceptions • Acts of war or civil insurrection • Personnel matters—but not general personnel policy issues • Student discipline • Issuance or revocation of a license • Physical or mental health of a person • Material the disclosure of which would constitute an unwarranted invasion of an individual’s privacy

Executive Session Exceptions • Official investigations relating to law enforcement • Security personnel or devices • Matters involving purchases of property, investment of funds, or commercial competition which if made public might adversely affect the state’s financial interest • To avoid the premature disclosure of a honorary degree, prize, or similar award • Attorney-client privileged communications

Minutes • Must be available to public within reasonable time • Reflect date, time and place of meeting and which members were present and absent • Contain all motions and their disposition • If an emergency meeting, or emergency agenda item added, facts and circumstances constituting emergency

Failure to Comply • Circuit Court actions may be filed up to 120 days after complained of action taken to enforce compliance or annul a decision • Willful and knowing violations are a misdemeanor with a fine of not more than $500 • Subsequent offenses are fines of no less than $100 nor more than $1000

Dr. Sarah Armstrong Tucker, Chancellor WV Council for Community and Technical College Education 1018 Kanawha Boulevard, East - Suite 700 Charleston, WV 25301 Phone: 304-558-0265 І Email: tucker@wvctcs.org Web: www.wvctcs.org

 Board of Governors Powers, Duties & Responsibilities   West Virginia Ethics Act 