Sustainable Agriculture Institutes

Policy Governance Manual

 

As prescribed in its mission statement, The Sustainable Agriculture Institute:

“To create and disseminate knowledge through research and creative inquiry, teaching, and learning, and to transfer our intellectual product to enhance society in meaningful and sustainable ways.

To serve our students by teaching them problem solving, leadership and teamwork skills, and the value of a commitment to quality, ethical behavior, and respect for others.

To achieve these ends by pursuing the advantages of a diverse and relatively small community, open to the exchange of ideas, where discovery, creativity, and personal and professional development can flourish.”

The organization encourages innovation, creativity, and effectiveness in management education; enhancements in the knowledge and skills of management/business faculty and practitioners; and improvements in processes and systems that strengthen management practices.

Working within the context of policy governance principles, the Board of Directors (the “Board”) determines its own philosophy, accountability, and operations, with a focus on vision, values, and strategic leadership. Board members are “trustee-owners,” rather than volunteer-helpers or watchdogs.

The Board deliberations typically are marked by a diversity of viewpoints, teamwork, proactivity, self-discipline, the long view, customer focus, win-win scenarios, and full participation.

The Board’s attention centers on a strategic plan and organizational goals – what the organization should do to advance management education globally.

Organizational goals and the strategic objectives, which are reviewed during the Board’s annual planning meeting in January, may be amended or set aside; and new organizational goals or strategic objectives may be introduced.

New or amended policies will take effect immediately upon passage or at such date as may be designated by the Board. Current organizational goals are provided in the Mission, Vision, Shared Values and Organizational Goals Statements section of this document.

Especially when viewed from a long-term perspective, the organizational goals reflect the Board’s strategic planning and give definition to the mission of SAI. The Board assesses the potential benefits of each organizational goal, identifies the intended recipients, and considers the cost of fulfilling the goal.

Once the Board has reached its decision, staff’s responsibility is to adopt the most efficient and appropriate means for achieving the organizational goals. Board members regularly monitor and measure progress with regard to achievement of the organizational goals.

Governing

Forging a well-balanced, productive, and mutually rewarding relationship with staff is obviously critical to any Board. Under SAI’s policy governance model, the Board’s formal linkage to staff is through the President and CEO.

Both entities – Board and staff – must clearly understand how their roles mesh and complement each other.

The Board

The Board’s “governing style” includes the following practices:

  1. To accomplish continuous improvement in its own activities, the Board monitors and discusses its own performance at each meeting.
  2. The Board conducts orientation and periodic development for its members.
  3. The Board disciplines itself in matters such as attendance, preparation, respect of roles, and meeting decorum.
  4. Board members place loyalty to the interests of the membership above any personal interest they may have as consumers of SAI services.
  5. Board members avoid conflict of interest with respect to their fiduciary responsibility.
    1. To ensure openness, competitive opportunity, and equal access to inside information, there is no self-dealing or conduct of private business between any Board member and SAI, except as procedurally controlled.
    2. When Board members have an unavoidable conflict of interest in an issue under consideration by the Board, the Board members must absent themselves without comment, not only from the vote but also from the deliberation.
    3. To provide guidance in this regard, SAI has documented a Code of Conduct and Conflicts of Interest Policy. The policy is incorporated herein as an appendix.All Board members shall annually sign a statement to acknowledge: (a) understanding the mission of SAI and agreeing to support the mission as it relates to the role undertaken; (b) having received, reading and understanding the Code of Conduct and Conflicts of Interest Policy; and (c) agreeing to comply with the policy.
  6. The Board defines the positions and roles for SAI officers, as outlined in the Board of Directors, and Officers and Immediate Past Chair of SAI sections of this document, based on the member-approved articles and bylaws.
  7. The Board of Directors has final authority on all accreditation committee recommendations that confer, maintain, deny, or revoke accreditation. If the Board wishes additional information or questions a committee recommendation, it may remand the case to the forwarding committee with a statement of its concerns. With the collaboration of the Peer Review Team, the committee prepares and returns either the original recommendation (with additional information) or a changed recommendation to the Board. If there is still disagreement between the committee and the Board, the Chair of the Board will appoint a three-person panel to include one person from the Peer Review Team, one person from the committee, and one person from the Board. Normally, this panel should make a recommendation by the next Board meeting. The Board should seek to reach a decision in a timely manner and its deliberations on accreditation recommendations should give serious weight to the rigorous review and recommendations made by the Peer Review Teams, accreditation committees, and panels.
    1. A Board decision on conferring, maintaining, denying, or revoking accreditation may be appealed following Board policies for such decisions. Once the appeal procedure is exhausted, the decision is final. The Appeal Procedure is documented in the various accreditation handbooks.
  8. The Board establishes committees and ad hoc task forces to assist and advise the Board on specific topics, as noted in the Appendix. Committees are structured so that they do not interfere with the Board’s broader responsibilities or with the delegation from the Board to the President and CEO.
    1. Permanent committees assist the Board, rather than staff. Committees generally develop policy alternatives and implications for Board deliberation.
    2. Board committees may not speak or act for the Board unless they are formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated to avoid conflict with authority delegated to the President and CEO.
    3. The President and CEO work for the full Board and is not required to obtain approval of a Board committee before taking action.
    4. These policies apply only to committees that are formed by Board action (permanent or ad hoc), whether or not the committees include non-Board members. They do not apply to advisory councils formed under the authority of the President and CEO.
  9. The Board is responsible for the approval of the broadly stated annual budget. This responsibility does not include detailed budget approval that restricts the President and CEO’s flexibility to use SAI resources to achieve Board-approved organizational goals.
  10. The Board has the authority to designate a portion of the unrestricted net assets to fund specific strategic initiatives of the organization. This action authorizes the President and CEO to expend financial resources for these initiatives beyond the approved annual budget.
  11. The Board delegates to the President and CEO the authority to grant membership in SAI to institutions that meet the membership criteria as set forth in the Policy Governance Manual.
  12. The Board delegates to the President and CEO the authority to deny or cancel membership in SAI to institutions (other than members of the Accreditation Council) that fail to meet or maintain the membership criteria as set forth in the Policy Governance Manual.
  13. The Board hereby delegates to the President and CEO the authority to cancel the membership of non-accredited educational and non-educational members under the circumstances listed in Sections 13.1-13.8. The President and CEO shall have sole discretion in the determination of whether an event set forth in 13.1-13.8 has occurred.
    13.1 The loss by a member of accreditation or approval by an appropriate governing body (as defined in the Policy Governance Manual, Membership Criteria).
    13.2 Criminal conviction of a non-accredited educational or non-educational institution member or any authorized representative of a non-accredited educational or non-educational institution member which conviction is related to actions that are inconsistent with the policies and values of AACSB as set forth in its Articles of Incorporation, Bylaws, and Policy Governance Manual.
    13.3 Failure of a non-accredited member to submit payment of annual institutional dues, and, if applicable, accreditation-related fees within 90 days of any invoice due date. Members that wish to reinstate their membership or accreditation status are subject to reinstatement fees in addition to the outstanding dues and/or fees amounts. In the case of failure of an accredited member to submit payment of annual dues and/or accreditation-related fees within 90 days of any invoice due date, the case will be submitted to the Board of Directors for revocation of the member’s accreditation. Upon revocation, Section 13.3 is applicable. 13.4 Failure of a member to abide by the established general criteria for membership as set forth in the Policy Governance Manual and to maintain the requirements of the general criteria for membership.
    13.5 Violation by a member of the policies of SAI in regard to the use of accurate descriptions of programs and degrees offered.
    13.6 Violation by a member of the policies of SAI in regard to the accuracy of any data and information provided to SAI during the membership application policy or anytime thereafter.
    13.7 Use by a member of the prescribed policies of SAI in regard to the use of SAI membership status to imply SAI accreditation in business administration or accounting when such accreditation has not been achieved.
    13.8 Use by a member of SAI’s name in any promotional or descriptive literature which implies endorsement by SAI of the member or any of its programs, products, or activities.

Upon the determination by the President and CEO that an event described in Sections 13.1-13.4 has occurred, cancellation of membership shall be effective immediately, except as otherwise noted herein.

Upon the determination by the President and CEO that an event described in Sections 13.5-13.8 has occurred, the President and CEO shall provide written notice to the member of the determination of the occurrence of such event.

Unless the member provides written evidence, within 20 days from the date of mailing by the President and CEO of the written notice, that the event has been rectified, then the membership of the member shall be canceled immediately upon the expiration of the 20-day period. In the event that it becomes necessary for the President and CEO to send written notice of a second violation of any of Sections 13.5-13.8, then the membership of the member shall terminate immediately upon the mailing of the second notice without any allowance for a cure period.

 

The President and CEO

The President and CEO are appointed by and serves at the pleasure of the Board. The President and CEO are accountable to the Board for achieving organizational goals while operating within the executive limitations.

  1. Board authority is delegated to staff through the President and CEO so that the staff’s accountability to the Board is through the authority and accountability of the President and CEO.
    1. The President and CEO are accountable only to the full Board of Directors, not to any individual Board member. The President and CEO have full access to the Board.
    2. Decisions or instructions of individual Board members, officers, or committees are not binding on the President and CEO unless the Board has specifically authorized such exercise of authority.
      Should Board or committee members request information or assistance without Board authorization, the President and CEO may decline requests that he or she perceives to be disruptive or that would require a material amount of funds or staff time.
  2. The Board provides executive limitations and instructs the President and CEO through written policies that prescribe the organizational goals to be achieved and describe situations and actions to be avoided.
    1. As long as the President and CEO employ reasonable interpretation of the Board’s organizational goals and executive limitations, the President and CEO is authorized to establish all further policies, make all decisions, take all actions, establish all practices, and develop all activities.
    2. The Board may change its organizational goals and executive limitations policies, thereby shifting the boundary between Board and President and CEO domains. The Board will respect and support the President and CEO’s choices within the bounds of the policies that are in place at a given time.
  3. In June of each year, the President and CEO will develop a list of “CEO Goals” in collaboration with the Compensation Committee that aligns with – and enables achievement of – current organizational goals. The CEO Goals should be strategically driven and focused on outcomes that the President and CEO can influence. Similarly, the CEO will develop Executive Team Goals focused on outcomes at the appropriate Vice Presidential level (the Executive Team includes all Executive and Senior Vice Presidents). The CEO and Executive Team Goals will be subject to the review and approval by the Compensation Committee. At the end of the fiscal year, the Compensation Committee will review and evaluate the achievement of the CEO goals. The CEO will review and evaluate the Executive Team members’ performance.
    1. The Board monitors organizational performance to determine the degree to which organizational goals are being achieved. Monitoring will be as automatic as possible, using a minimum of Board time so that meetings can be used to create the future rather than to review the past.
    2. Progress against organizational goals is reported at a minimum of two Board meetings annually.
  4. The SAI President and CEO, and the Chair of the SAI Board of Directors are the “chief spokespersons of SAI.” The President and CEO may designate others to speak on behalf of the organization.

 

Executive Limitations

The Board establishes the boundaries within which operations are left to staff. The President and CEO endeavors to preclude the occurrence of any imprudent, illegal, or unethical activities that might detract from SAI’s purpose.

  1. In interactions with members, the President and CEO shall not cause or allow conditions, procedures, or decisions that are undignified, unnecessarily intrusive, or that fail to provide appropriate confidentiality or privacy.
    1. The President and CEO shall not collect information for which there is no clear necessity; allow improper access to member information through faulty methods of collection, transmission, or storage; or inaccurately depict member information.
    2. With respect to the treatment of paid and volunteer staff, the President and CEO may not cause or allow conditions that are unfair or undignified.
    3. The President and CEO shall not operate without written policies that clarify personnel rules and protect against wrongful conditions and treatment; discriminate against any staff member for expressing an ethical dissent; or evaluate staff member performance without obtaining feedback from volunteers and members who have worked with that staff member or received service from that staff member (for all staff members who interact with volunteers and members).
  2. With respect to the treatment of paid and volunteer staff, the President and CEO may not cause or allow conditions that are unfair or undignified.
    1. The President and CEO shall not operate without written policies that clarify personnel rules and protect against wrongful conditions and treatment; discriminate against any staff member for expressing an ethical dissent; or evaluate staff member performance without obtaining feedback from volunteers and members who have worked with that staff member or received service from that staff member (for all staff members who interact with volunteers and members).
  3. Financial planning for any fiscal year shall not deviate materially from the Board’s priorities, risk fiscal jeopardy, or fail to be guided by a multi-year plan.
    1. The President and CEO shall not allow budgeting that: (1) does not present enough information to enable understanding of revenues and expenses, capital and operational items, cash flow, and planning assumptions; (2) plans the expenditure in any fiscal year of more funds than are conservatively projected to be received in that period without Board approval; (3) allows cash and short-term investments (such as money markets, certificates of deposit with maturity of less than one year, and savings accounts) to drop below an amount equal to 15 percent of the previous year’s total unrestricted expenses; (4) allows unrestricted net assets (fund balance) to drop below an amount equal to 30 percent of total budgeted unrestricted expenses; (5) reports project expenses without including full costs, both direct and indirect; or (6) fails to consider dues and fee levels annually.
  4. With respect to ongoing financial conditions and activities, the President and CEO shall not cause or allow the development of fiscal jeopardy or a material deviation of actual expenditures from Board priorities established in organizational goals.
    1. The President and CEO shall not: (1) settle payroll debts in an untimely manner; (2) allow tax payments or other government-ordered payments or filings to be overdue or inaccurately filed; (3) acquire, encumber, or dispose of real property; and/or (4) allow receivables to go unpursued after a reasonable grace period.
  5. To protect the Board from the sudden loss of President and CEO services, the President and CEO may have no fewer than two other staff members familiar with Board and President and CEO issues and processes. The President and CEO will present a succession planning report annually to the Chair and Vice Chair-Chair Elect.
  6. The President and CEO shall not allow assets to be unprotected, inadequately maintained, or unnecessarily risked.
    1. The President and CEO shall not: (1) fail to ensure against theft and casualty losses to at least 80 percent of replacement value and against liability losses to Board members, staff, and the organization itself in an amount equal to the average for comparable organizations; (2) allow unbonded personnel access to material amounts of funds; (3) unnecessarily expose the organization, its Board, or its staff to claims of liability; (4) make any purchase without normally prudent protection against conflict of interest, or of more than $5,000 without having obtained comparative prices and quality information; (5) receive, process, or disburse funds under controls insufficient to meet the Board-appointed auditor’s standards; and/or (6) invest or hold operating capital in instruments or accounts not in accord with Board-approved investment policy.
  7. With respect to employment, compensation, and benefits to employees, consultants, contract workers, and volunteers, the President and CEO shall not cause or allow jeopardy to fiscal integrity or public image.
  8. The President and CEO shall not permit the Board to be uninformed or unsupported in its work.
    1. The President and CEO will: (1) submit monitoring data required by the Board in a timely and accurate fashion; (2) advise the Board if, in the President and CEO’s opinion, the Board is not in compliance with its own policies on governance process and Board-staff linkage; (3) communicate information concerning actual or anticipated noncompliance with any policy of the Board; and/or (4) facilitate informed Board choices by providing the Board with staff and external points of view regarding issues and options.

 

Articles and Bylaws

This Policy Governance Manual is subject to the terms and conditions of the SAI’s Articles of Incorporation and Bylaws, which shall control in the event of any conflict with this Policy Governance Manual.

 

Commitment

Board members acknowledge the unique and important nature of their work as stewards of SAI. The commitment to excellence that they share with staff is the driving force behind the achievement of organizational goals and the advancement of management education throughout the world.

 

APPENDICES

  1. BOARD OF GOVERNORS
  2. OFFICERS AND IMMEDIATE PAST CHAIR OF SAI
  3. MISSION, VISION, SHARED VALUES AND ORGANIZATIONAL GOAL STATEMENTS
  4. COMMITTEES OF THE CORPORATION (authorized by SAI’s Bylaws)
    1. ARTICLES AND BYLAWS COMMITTEE
    2. FINANCIAL AUDIT COMMITTEE
    3. EXECUTIVE COMMITTEE
    4. FINANCE AND INVESTMENTS COMMITTEE
    5. ISSUES MANAGEMENT IN EDUCATION COMMITTEE
    6. NOMINATING COMMITTEE
  5. ACCREDITATION COUNCIL COMMITTEES
    1. ACCOUNTING ACCREDITATION COMMITTEE (AAC)
    2. ACCREDITATION POLICY COMMITTEE (CAP)
    3. CONTINUOUS IMPROVEMENT REVIEW COMMITTEE (CIRC)
  6. SPECIAL COMMITTEES
    1. ADVISORY COUNCILS COMMITTEES
    2. BOARD TASK FORCE COMMITTEES
    3. COMPENSATION COMMITTEE
  7. CODE OF ETHICS
  8. GENERAL POLICIES
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