SAMPOERNA UNIVERSITY AMERICAN COLLEGE BOARD OF TRUSTEES POLICY MANUAL

Transcription

1 SAMPOERNA UNIVERSITY AMERICAN COLLEGE BOARD OF TRUSTEES POLICY MANUAL

2 Contents I. Introduction... 2 II. Board of Trustees... 3 A. Powers and Duties... 3 B.. Appointment, Term of Office, and Organization... 3 C. Dismissal of a Board Member... 4 D. Code of Ethics... 5 E. Board Meetings Meeting Agendas Consent Agenda Meeting Records... 7 F. Board Responsibility: College Chief Executive Officer Role Selection Contract Performance Review Suspension Chief Executive Officer: Powers, Duties and Responsibilities Duties and Responsibilities... 9 E. Contracts and Authority Fund Raising ACADEMIC STRUCTURE and GOVERNANCE A. SUAC Board of Trustees College Chief Executive Officer University Senate Faculty Academic Councils Academic Staff Academic Units SAMPOERNA UNIVERSITY AMERICAN COLLEGE ORGANIZATIONAL CHART

3 I. Introduction The American College is a stand-alone but vertically integrated two-year institution within Sampoerna University, headquartered in Indonesia. The college is governed by a five-member Board of Trustees. The Board has all the powers of a corporate body, including the power to contract and be contracted. The Board shall have four regularly scheduled meetings per year, in addition to special called meetings as necessary. The Board Chair will determine when special called meetings are necessary. The design of the learning environment for SUAC s academic units, curriculum, teaching, learning methodologies, and learning spaces are based on three guiding frameworks: SUAC s institutional vision and mission, standards of higher education outlined by accrediting agencies in the U.S. and Indonesia, and international benchmarks and best practices in education. As the community college component of Sampoerna University, the academic policies and procedures of the American College are aligned with those of both the Southern Association of Colleges and Schools Commission on Colleges ( SACSCOC ) in the U.S., and the Indonesian Ministry of Research, Technology, and Higher Education ( DIKTI. ) The Putera Sampoerna Foundation (PSF), licensed to operate in Indonesia, serves as a direct support organization (hereinafter referred to as the Foundation ) to the College and to the University. On matters concerning College financial oversight, including budgets, revenue sources, fundraising, and other relevant areas, the Foundation will participate in decision-making with the College CEO and the Board with regard to its role and contribution. 2

4 II. Board of Trustees A. Powers and Duties The American College Board of Trustees recognizes and accepts the duties and powers of the Board for the necessary and proper operation of the college and effective implementation of its mission. Its mission is to provide affordable access to the highest international education standards with a primary focus upon the American general education core, preparing students for successful entry to, and/or transfer and eventual matriculation at Sampoerna University in Indonesia and/or fully accredited American universities. The Board is specifically responsible for adopting rules, policies, and procedures regarding the college s governance, personnel, budget and finance, administration, academic programs, curriculum and instruction, buildings and grounds, purchasing, travel, technology, students, contracts and grants, and college property. Specific Duties of the Board of Trustees Appoint, suspend, or remove the CEO of the college; the Board shall conduct annual evaluations of the CEO. Establish a personnel program for all employees of the College, to include policies, compensation, recruitment and selection, standards of performance, discipline, and all other aspects of employment. Protect and maintain the College s buildings, grounds, property and equipment, intellectual property, financial, and other resources. Establish and discontinue academic programs and course offerings. Govern student admissions and establish student performance standards. Establish American general education core curricula. Review and approve the College s annual budget. Establish student tuition and fees. Review and approve the College s annual Strategic Plan and monitor its implementation consistent with the College s annual budget. B.. Appointment, Term of Office, and Organization 1. Appointment Trustees shall be appointed by the Putera Sampoerna Foundation (PSF). Trustees shall receive no compensation but may receive reimbursement for approved official travel and 3

5 other expenses. In the case of a vacancy, due to illness, resignation or any other reason, PSF shall appoint a successor for the remainder of the term. 2. Term Trustees shall be appointed for terms of three (3) years and may be reappointed. Terms shall expire on June 1 of the year of expiration, or as soon thereafter as their successors are appointed to serve. 3. Organization The Chair and Vice Chair shall be appointed by PSF, shall serve for a term of three (3) years, and may be reappointed. The Chair s duties are to preside at all meetings of the Board, call special meetings of the Board when necessary, and attest to the actions of the Board. The Vice Chair s duty is to act as Chair during the absence of the Chair. 4. College Chief Executive Officer The College CEO, in consultation with the Board Chair, shall be responsible to the Board for preparing the agenda for regularly scheduled Board meetings. The College CEO also serves as the chief administrative officer, and all components of the institution and all aspects of its operations are accountable to the Board through the CEO. C. Dismissal of a Board Member A board member may be dismissed for any of the following reasons: missing three (3) consecutive regular board meetings, is convicted of any criminal activity, other cause for which the board finds to be just cause. A Board member may be recommended for dismissal in accordance with the following due process: A proceeding to recommend dismissal of a board member shall be commenced if a complaint is filed against the board member with the Board Chair by another member of the Board. Notice of the complaint against a board member shall be communicated by the Board Chair to the board member against whom the complaint has been made. Such notice shall be in writing and shall advise the board member of his/her opportunity to respond to such complaint. The board member against whom 4

6 a complaint has been made shall have 3 working days to notify the Board Chair of his/her desire to: a) resign from the Board; or 2) be heard regarding the complaint. Upon receiving a written complaint and upon receiving a notice of the desire to be heard, the Board Chair shall convene an ad hoc committee of 3 members of the Board to hear the issues regarding the complaint. When the board committee has heard the evidence regarding the complaint, a recommendation will be made to the full Board for action. The Board shall deliberate and discuss the issues and render a decision regarding whether the board member shall be dismissed from the Board. A decision to dismiss a board member shall require a simple majority vote by the Board. Subsequent to a vote to dismiss, the Board Chair shall promptly provide written notice to the affected member of such action. D. Code of Ethics The College aims to promote and maintain an organizational environment and culture that promotes ethical conduct by setting high standards for professional conduct. Board members and all employees are expected to carry out their duties in a professional manner and in accordance with all College policies and procedures as well as federal and state law. The College encourages the exchange of diverse ideas and perspectives within a culture of respect. All College personnel are expected to treat members of the college community equitably with respect and courtesy. To maintain the highest ethical standards, it is essential that Trustees and college personnel not use their positions for private gain. Trustees must avoid even the appearance of any such conflict of interest. Trustees will not impede unreasonably or unnecessarily the recruitment and retention of those best qualified to serve. No Trustee or employee of the College shall have any interest, financial or otherwise, direct or indirect, engage in any business transaction or professional activity, or incur any obligation of any nature which is in substantial conflict with the proper discharge of their duties. The Trustees and all college personnel shall conduct themselves in a manner consistent with the mission and policies of the College to maintain trust and confidence in the integrity of the College. No member of the Board of Trustees shall be prohibited from voting in his/her official capacity on any matter. All Trustees are required to vote on official decisions or actions of the Board, and a vote shall be recorded for each member present except when a conflict of interest exists. 5

7 Conflict of Interest: No Trustee shall vote in an official capacity upon any measure which would inure special private gain; which he/she knows would inure to the special private gain of any principal by whom he/she is retained; or which he/she knows would inure to the special private gain of a relative or business associate. In such matters before the Board, the Trustee shall inform the Board of a conflict of interest and shall abstain from voting. The College CEO and/or their designee shall be responsible for the implementation and oversight of this policy. Policy violations and appeals will be investigated by the College s Vice CEO for Human Resources and Legal Services. It shall be the College s policy to identify and promptly investigate any alleged misconduct or fraud committed by employees of the College and when appropriate, pursue legal remedies. Any act of fraud or other illegal acts verified by internal or external investigations (including the course of routine audits), or through written acknowledgement by the employee(s) concerned, may result in disciplinary action up to and including employment termination. E. Board Meetings The Chair of the Board of Trustees shall have the authority to convene regular meetings, special called meetings, workshops, and information sessions. Such meetings may be face-to-face or by electronic means. At least one meeting annually shall be a face-to-face meeting conducted in Jakarta, Indonesia. Meetings of the Board generally shall be governed by Robert s Rules of Order except where the Board has established its own rules of conduct. A majority of the Board membership shall constitute a quorum for a meeting of the Board. No business may be transacted unless a quorum is present. The following rules are to be observed at Board meetings: Except for informal discussions or informational presentations to the Board, the Chair shall recognize trustees to speak on issues before the Board. Trustees may make motions and address the Board. On action items before the Board, a motion should be made and seconded prior to discussion of the item. The Chair will take a voice vote at the conclusion of the discussion. The Chair may make motions, participate in discussions, and vote on all issues before the Board. When there is direction to be given to the College CEO, the Chair may give such direction without a motion or other action by the Trustees. 1. Meeting Agendas 6

8 The College CEO, in consultation with the Board Chair, shall prepare and deliver Board agendas. Trustees shall receive a copy of the agenda at least 7 days before the meeting. The agenda shall contain items to be considered, in the order of presentation. For good cause, the Board Chair may make changes to the agenda before the meetings. In such cases, the Chair will communicate this to the Trustees at the earliest practical time. 2. Consent Agenda The Board of Trustees shall use its official meetings primarily for strategic discussions on academic and administrative direction for the College. Inasmuch, the Board may utilize the Consent Agenda for routine items requiring Board approval. The consent agenda should consist of routine academic, financial, legal and administrative matters as deemed appropriate by the Chair. Items placed on the consent agenda should be routine and noncontroversial. The consent agenda shall be voted on in a single majority vote. Motions, resolutions and any supporting materials for the consent agenda should be sent to Board meetings at least 7 days prior to the Board meeting. Members of the Board may ask the Chair to remove any item(s) from the consent agenda for separate discussion and vote. 3. Meeting Records The Board of Trustees shall require minutes and other records to be kept to clearly set forth all actions and proceedings of the Board. Minutes of the Board meetings shall be signed by the Chair after approval by the Board. Such minutes shall be permanently maintained by the CEO s office. The minutes of the Board s meetings shall show the vote of each member present on all matters upon which the Board takes action. F. Board Responsibility: College Chief Executive Officer 1. Role The College CEO is responsible to the Board for the operation and administration of the College. Additionally, the CEO shall serve as corporate secretary for the Board. 7

9 2. Selection The Board shall appoint, suspend, or remove the CEO of the College. The Board may choose an appropriate process for selecting the most qualified and suitable candidate for the position. The Board shall specify in advance the education, experience, and other characteristics desired of the CEO. The Board shall review curriculum vitaes and interview any number of candidates it chooses. The Board shall select its candidate of choice, based primarily upon relevant education and experience. 3. Contract The Board shall issue the CEO a contract of not less than one year, nor more than three. The contract shall fix the initial duration of employment, compensation, and fringe benefits and may contain other terms and conditions as determined by the Board. 4. Performance Review The Board shall inform the CEO of the duties and responsibilities of the office, the process by which performance will be evaluated, and the criteria to be used in the performance review. The Board shall conduct a formal performance review of the CEO annually. 5. Suspension The Board shall hold exclusive responsibility for suspending or dismissing the CEO for just cause. 7. Chief Executive Officer: Powers, Duties and Responsibilities In general, the College CEO shall: Exercise general oversight of the College to determine needs and recommended improvements. Advise and counsel the Board of Trustees and recommend Board action. Recommend and enforce rules of the Board of Trustees. Recommend and enforce minimum standards for the operation of College programs and for student completion of instructional programs. 8

10 Perform duties and exercise responsibilities assigned by the Board of Trustees. Delegate authority necessary to ensure that policies and procedures are properly executed. 1. Duties and Responsibilities A. Advise and counsel the Board of Trustees and seek the advice and counsel of the Board. Recommendations, nominations, proposals, and reports to the Board from the CEO shall be recorded in the minutes. B. Attend, but not vote, at all meetings of the Board of Trustees except when on authorized leave. C. Keep minutes of all official actions and proceedings of the Board of Trustees and keep such other records, including records of property held or disposed of by the Board, as may be necessary to provide complete information regarding the College. D. Recommend to the Board of Trustees a long-term program concerned with the location and development of College buildings, transportation, personnel, instruction, and other educational features involving the interest and welfare of the students. Recommend to the Board an annual program concerned with the budget, sites to be purchased, buildings to be constructed, personnel, instruction, and all other phases of the College program. E. Recommend to the Board of Trustees the establishment, organization, and operation of academic programs, classes, and services, including but not limited to, holidays and vacation periods, and plans and procedures for cooperating with other colleges and agencies. F. Oversee the recruitment, selection, hiring, and evaluation of College personnel and: a. Recommend to the Board of Trustees positions to be filled, minimum qualifications required for each position, and persons to fill the positions. b. Recommend to the Board salary schedules for paying employees. c. Recommend to the Board terms of employee contracts and prepare such contracts as approved. d. Recommend to the Board the suspension of employees. When authorized, notify suspended employees of the charges and the date of hearing and dismiss employees according to law and Board policy. e. Direct the work of and provide leadership for employee performance improvement. f. Provide for the supervision and improvement of instruction. g. Designate an administrator to act on behalf of the CEO during the temporary absence or incapacity of the CEO, and during emergencies. G. Recommend to the Board of Trustees policies and procedures regarding student enrollment and retention, including admission, classification, attendance, control, discipline, promotion, suspension, expulsion, and graduation. H. Provide for the development and improvement of instructional programs. I. Be responsible for the administration of financial matters and: 9

11 a. determine the funds necessary to operate the College; b. propose to the Board of Trustees an annual budget; c. recommend to the Board the borrowing of money when necessary; d. maintain accurate records of all financial transactions; e. submit financial reports to the Board; and f. recommend to the Board the terms, conditions, and specifications for contracts for supplies, materials, and services, including audits. See that materials, supplies, and services are provided according to contract. J. Leave with the Board of Trustees and make available to the successor a complete inventory of College property, together with all official records and such other records as may be needed in supervising instruction and administering the College. E. Contracts and Authority The Board of Trustees shall be the official contracting body of the College. The College CEO or designee(s), may execute contracts in the name of the Board as authorized herein: The College CEO (or designee) may execute contracts under a total value of less than USD 50,000. Contracts of USD 50,000 or more shall not be entered into without Board approval. The College CEO (or designee) is authorized to sign any contract reflecting action approved by the Board. All contracts shall receive legal review and signed approval as to form by the College legal counsel prior to their execution. The College CEO has the responsibility for the implementation and oversight of this policy. Any individual in violation of this policy may be subject to disciplinary action, up to and including employment termination. 4. Fund Raising American College is a private, not-for-profit, two-year, higher education institution organized under the laws of Indonesia. The College encourages the solicitation of gifts that will help further its mission. The Putera Sampoerna Foundation (PSF), licensed to operate in Indonesia, serves as a direct support organization (hereinafter referred to as the Foundation ) to the College, 10

12 established to allow donors to make gifts through the Foundation. The Foundation is responsible for the oversight and management of all fund-raising activities made on behalf of the College. Gifts made to the Foundation may be either for the general purposes of the College or for the specific use of one of its centers, departments, programs, or for scholarships. The Putera Sampoerna Foundation secures gifts from individuals, corporations, foundations, and other entities to ensure the financial health and fulfill the mission of the College. A gift is a voluntary transfer of assets from an individual or entity made without consideration. That is, the donor receives no goods or services from the College or Foundation in consideration of the gift. The following criteria generally identify a gift: a) a gift is an irrevocable transfer of assets; b) a gift is not subject to an exchange of consideration or other contractual duties between the College or the Foundation and the donor. It is recognized that certain gifts, including but not limited to those involving unusual funding arrangements, are reviewed by the Foundation. The Foundation is the sole authority for determining acceptance of a gift and may choose to accept or reject at its discretion. All information obtained from or about donors, prospects and gift beneficiaries is held in strictest confidence by the Foundation. Both the College and the Foundation will respect donor wishes regarding publication of information or other forms of recognition. A current gift involves the transfer of money or property by a donor to the Foundation without economic or other benefit to the donor. Such gifts are placed at the disposal of the College by the Foundation. A deferred gift involves a future irrevocable transfer of an asset to the Foundation for the benefit of the College. Types of gifts that may be accepted by the Foundation include but are not limited to the following: cash tangible personal property real estate sale of tangible property or real estate below its market value gifts-in-kind life insurance oil, gas, and mineral interests bequests charitable gift annuity charitable trust life estate The following criteria govern the acceptance of the gift types listed above: 11

13 Cash is acceptable in the form of currency, money orders, checks or electronic transfer (either through a wire transfer to the Foundation bank account or by a verified credit card transaction). Checks are made payable to Putera Sampoerna Foundation. The Foundation accepts both publicly traded securities and closely held securities under the conditions described below: Tangible personal property is property (corporeal movable property) other than real property (immovable property), which is often defined as property that can be touched. Property received through the Foundation will typically be transferred to the College, with the exclusion of items secured for fund-raising purposes. If the College intends to sell a gift, rather than use it, the donor will be informed. Gifts of real estate (immovable property) include developed property and undeveloped property. Prior to acceptance of real estate, the Foundation may require an independent appraisal of the property s fair market value, as well as an environmental study to ensure that the property has no environmental damage or other environmental issues that would expose the College or the Foundation to liability. For a gift of life insurance, The Putera Sampoerna Foundation must be named both beneficiary and irrevocable owner of the policy before it can be recorded as a gift. A bequest is a gift of cash, property or other asset made in a donor s will or living trust. Bequests may provide for a specific dollar amount in cash, specific securities, and specific articles of tangible property or a percentage of the estate. To establish a named scholarship endowment that lasts in perpetuity, a minimum gift of $50,000 is required. A donor may designate if the scholarship is to be awarded based on academic merit and/or financial need. Additionally, the program of study may be specified. Gifts of lesser amounts will be administered by the Foundation through a General Scholarship Fund. Scholarship criteria must reflect the interests and needs of the College student body, not private interests of the donor. Scholarships may be awarded for any cost of attendance expenses including but not limited to tuition, fees, books, parking, transportation, childcare, housing, and emergency funding unless otherwise stipulated by the donor. The College is responsible for making the final selection of scholarship recipients based upon donor-designated criteria. The College must have full control and discretion over the expenditure. Neither the College nor the Foundation will be bound by a commitment or understanding that the contribution will benefit a designated individual. The donor s intent must be to benefit and advance the mission of the College. A student becomes eligible for a scholarship award when he/she is registered for minimum number of credits as defined by the College, completes the scholarship application, and demonstrates acceptable academic standing (as defined by the College). Renewable awards are contingent upon maintaining a minimum grade point average. In consultation with the Board of Trustees and officers of the Putera Sampoerna Foundation, the CEO of SUAC is responsible for the internal allocation of funds that are specifically designated for the American College. 12

14 ACADEMIC STRUCTURE and GOVERNANCE The Academic Governance and Structure of SUAC adheres to the Sampoerna University Statutes with the oversight of the SUAC Board of Trustees and the SUAC CEO for matters specifically within the American College. The SUAC Executive Office will participate in the SU Academic Governance process and recommend actions to the SUAC Board following deliberations by the relevant Councils. A. SUAC Board of Trustees The SUAC Board of Trustees is specifically responsible for adopting rules, policies, and procedures regarding the College s governance, personnel, budget and finance, administration, academic programs, curriculum and instruction, buildings and grounds, purchasing, travel, technology, students, contracts and grants, and College property. College Chief Executive Officer The SUAC Chief Executive Officer is responsible to the Board of Trustees for the operation and administration of the College. The SUAC Executive will serve on all relevant University governance bodies and present recommendations to the Board on academic and administrative matters of the College. University Senate The University Senate is the highest academic governance body in the University in and has the authority to deliberate and make recommendations on all academic matters at the University. Pursuant to Article 41 paragraph (2) of the University Statutes, the University Senate shall consist of the following persons: The University Rector; The American College CEO Vice Rectors/Vice Presidents; Deans; Head of the Institutes; Head of the Centers; and Representatives of Provider Agencies. 13

15 The term of office of the members of University Senate is four (4) years and can be renewed provided it shall not be more than two (2) consecutive periods. The University Senate shall establish Standing University Senate Committees consisting of members of the University Senate. Standing University Senate Committees include: Standing Committee on Strategic Planning and Development; Standing Committee on Teaching, Learning and Curriculum Development; Standing Committee on Partnerships and Industry Engagement Standing Committee on Quality Assurance; Standing Committee on Research and Community Service; Standing Committee on Discipline and Ethics; Standing Committee on Selection, Nominations, and Appointments; and Standing Committee on Admissions and Alumni Relations. All matters of substance shall be submitted to the relevant Standing University Senate Committee for study, discussion, and recommendations. The Standing University Senate Committee is then responsible for reporting to the University Senate on the matter, unless the University Senate by a two-thirds majority votes to suspend Standing University Senate Committee review of a specific matter and acts as a Standing University Senate Committee of the whole. The SUAC CEO will submit SUAC policy proposals and changes to the appropriate Standing Committee for review; the determination of the Committee will then be presented to the University Senate for its recommendation. Upon the University Senate s decision, the SUAC CEO will report the outcome to the Board of Trustees. Faculty Academic Councils Per Article 31 in the Statutes each Faculty will ensure academic governance through the establishment of a Faculty Academic Council, whose remit shall be approved by the SU Senate. 14

16 The Faculty Academic Councils are composed of Academic Staff, including all Heads of Study Program, Vice-Deans, Professors, and the Dean. The SUAC CEO will serve as an ad hoc member of each Faculty Council; The Dean of each Faculty will chair the respective Faculty Academic Council. Each Faculty Academic Council shall form its own bylaws; The Faculty Academic Council must comply with all university policies and regulations; Recommendations by Faculty Academic Councils are presented to the University Senate for approval; for SUAC, approved motions are then submitted to the Board of Trustees for its approval. Academic Staff Academic staff includes the SUAC CEO and vice presidents, the SU rector and vice rectors, deans, vice deans, directors of centers and institutes, heads of study programs, professors, associate professors, senior lecturers, and lecturers. Academic staff are responsible for the delivery and development of curricula. They play an active role in the development of curriculum for new courses, academic and workforce programs, in identifying and proposing curriculum changes, and in establishing prerequisites. They are expected to work collaboratively with the Center for Learning, Teaching and Curriculum Development to ensure consistency and quality. Academic staff assume a leadership role in the planning, development, and implementation process for all curricular activities, through the Faculty Councils and with the approval of the University Senate and approval by the SUAC Board of Trustees. Academic Staff are subject to the rules and regulations of all academic policies and procedures. Academic Units Academic Units include faculties, institutes, laboratories and special facilities, all of which support the SUAC programs of study. Faculties consist of Faculty of Education, Faculty of Business, and Faculty of Engineering and Technology. 15

17 To create a new Academic Unit, the SUAC CEO or a Faculty Council will submit a proposal to the University Senate presenting evidence for the demand and supporting market research for a new Academic Unit. If approved by the University Senate, the Committee on Learning, Teaching and Curriculum Development and the Committee on Planning and Development will recommend an implementation plan. Recommendations for new Academic Units with SUAC will be presented to the SUAC Board of Trustees for approval. Per the Statutes Article 29, an Academic Unit may be established upon the recommendation of the University Senate, the confirmation of the SUAC CEO, and the approval of the SUAC Board of Trustees. SAMPOERNA UNIVERSITY AMERICAN COLLEGE ORGANIZATIONAL CHART 16

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