statement on the governance role of a trustee or board member

Statement on the Governance Role of a Trustee or Board Member Revised May 2010

The University of the State of New York The State Education Department Albany New York 12234 | wwwregentsnysedgov

THE UNIVERSITY OF THE STATE OF NEW YORK

Regents of The University

ROBERT M BENNETT Chancellor BA MS Tonawanda ADELAIDE L SANFORD Vice Chancellor

BA MA PD Hollis SAUL B COHEN BA MA PhD New Rochelle JAMES C DAWSON AA BA MS PhD Peru ANTHONY S BOTTAR BA JD North

Syracuse MERRYL H TISCH BA MA EdD New York GERALDINE D CHAPEY BA MA EdD Belle Harbor ARNOLD B GARDNER BA LLB Buffalo HARRY PHILLIPS 3rd BA MSFS Hartsdale JOSEPH E BOWMAN JR BA MLS

MA MEd EdD Albany LORRAINE A CORTEacuteS-VAacuteZQUEZ BA MPA Bronx JAMES R TALLON JR BA MA Binghamton MILTON L COFIELD BS MBA PhD Rochester JOHN BRADEMAS BA PhD New York ROGER B TILLES BA JD Great Neck KAREN BROOKS HOPKINS BA MFA Brooklyn

President of The University and Commissioner of Education RICHARD P MILLS

Deputy Commissioner for Operations and Management Services THERESA E SAVO

The State Education Department does not discriminate on the basis of age color religion creed disability marital status veteran status national origin race gender genetic predisposishytion or carrier status or sexual orientation in its educational programs services and activities Inquiries concerning this policy of nondiscrimination should be directed to the Departmentrsquos Office for Diversity Ethics and Access Room 530 Education Building Albany NY 12234

THE STATE EDUCATION DEPARTMENT | THE UNIVERSITY OF THE STATE OF NEW YORK | ALBANY NY 12234

February 2007

Dear Colleague

The University of the State of New York (USNY) is a vast multi-billion dollar enterprise encompassing schools colleges universities libraries museums public broadcasting and other educational and cultural institutions incorporated by the Board of Regents or the New York State Legislature This enterprise has one common characteristic among almost all of its comshyponents Each institution is governed by a board of individuals who willingly volunteer their services

This Statement on the Governance Role of a Trustee or Board Member is provided by the Board of Regents to assist trusteesboard members in exercising their responsibilities The Statement has been updated since it was originally issued in November of 2001 The most sigshynificant change is an enhanced discussion of conflict of interest Other topics have also been updated including internal controls the definition of proprietary schools and best practices for boards to follow Additional links to websites have been added as well as information on methshyods to report instances of fraud waste and abuse

The Statement provides certain fundamental information regarding the stewardship role that members fulfill The Regents recognize that USNY institutions vary greatly in the mission size form and structure of their boards This document provides guidance and information to assist all trusteesboard members in the performance of their responsibilities From the small historical society to the multi-million dollar college university or school district each board member has a fiduciary responsibility for the institution heshe governs

We urge you to share this document with your board colleagues become familiar with its contents and integrate its provisions into your institutionrsquos governance process eg includshyed in orientation materials for new board members or in the institutionrsquos handbook where one exists It can also be accessed at the following web site wwwregentsnysedgov If you have questions or comments regarding the Statement please refer to Appendix E for offices to conshytact in the State Education Department

On behalf of the Board of Regents and the State Education Department we thank you for your contributions as a trusteeboard member You are performing a much-needed and valushyable service to your institution and the community it serves

Sincerely

Robert M Bennett Richard P Mills Chancellor Board of Regents Commissioner of Education and President of

The University of the State of New York

Board of Regents The University of the State of New York

The Board of Regents has authority over all elementary secshyondary and postsecondary educational institutions bothpublic and private libraries museums historical societiesand other educational institutions chartered by the Regentsor the Legislature and admitted to the membership of theUniversity of the State of New York (USNY) by the Regents

Various provisions of the Education Law Not-For-ProfitCorporation Law and General Municipal Law impose legalduties fiduciary responsibilities and fiscal requirementsupon USNY institutions and the trusteesboard memberswho run them As a trustee or board member it is imperashytive that you understand and comply with applicablerequirements Non-compliance can result in the Regentsrsquorevocation of an institutionrsquos charter the removal of trusteesboard members from office or other appropriateremedies under law

What is the purpose of the institution

As a trusteeboard member you should understand the purshypose and mission of your institution which is defined by itscharter certificate of incorporation laws or by legislationUSNY institutions encompass a wide array of education purshyposes In the case of organizations incorporated or charteredby the Board of Regents you should obtain a copy of theRegents-issued charter or certificate of incorporation and theinstitutionrsquos by-laws Institutions chartered or incorporatedby the Board of Regents are treated as not-for-profit entitiesYou should familiarize yourself with the institutionrsquos corposhyrate status powers privileges and duties which are definedby its charter or certificate of incorporation Independent colshyleges and universities derive their corporate powers from the

1

Board of Regents as do certain non-degree granting institushytions Libraries museums historical societies public televishysion andor radio stations also derive their corporate powersfrom the Board of Regents All of these institutions are govshyerned by a board of trustees which is legally responsible forassuring that the institution fulfills the distinctive purposesfor which it was established

On the other hand the State University of New York its fouruniversity centers and various colleges of arts and sciencestechnical colleges medical centers and community collegesderive their authorities from Education Law as does the CityUniversity of New York all of which are part of theUniversity of the State of New York (USNY) enterprise Aboard of trustees governs and provides oversight for each

Proprietary (for profit) colleges are incorporated under theprovisions of the Business Corporation Law with theDepartment of State and are authorized by the Board ofRegents to award degrees Any amendment to the corporatepurpose of these colleges requires the consent of theCommissioner of Education

USNY encompasses school districts and Boards of Cooperative Educational Services (BOCES) which alsoobtain their authority from the Education Law and other relshyevant statutes As a board member you need to knowwhether the school district is considered a common union free central central high or small or large city school districtThere are also ldquospecial actrdquo school districts which have beenestablished by the New York State Legislature on thegrounds of charitable institutions caring for children andyouth BOCES are voluntary associations of school districtsthat agree to provide education and business services in acooperative manner for purposes of economy and efficiencyThe New York State School Boards Association publishes ahandbook for school board members that provides moredetailed information on the role of a school board member

2

What is the financial status of the institution

One of the most important issues you need to monitor is thefinancial status of your institution and whether its assetsare being used for the accomplishment of the institutionrsquosmission Scandals involving financial mismanagement ofUSNY institutions have been identified in the past and repshyresent a serious violation of the public trust As a Trustee orBoard member you should be aware of the institutionrsquosfinancial status Among the things you should request andexamine are copies of periodic fiscal reports includingbudget and actual revenue and expenses year end financialstatements and tax returns where applicable Talk to execshyutive staff and other board members about the financial condition of the institution Request to speak to the externalauditors if you have specific questions regarding the finanshycial statements

For what am I responsible

You should meet with other trusteesboard members todiscuss their expectations of you Read the by-laws inquireabout committees organizational structure financialresponsibility and conflict of interest policies Keep inmind that being a trusteeboard member requires a comshymitment of personal time and effort generally with no fiscalremuneration

What duties do trustees and board members have to fulfill

Although varied in purpose and mission USNY institushytions are for the most part government entities and not-for-profit corporations subject to the Education Law and

3

other laws governing not-for-profit corporations whereintrusteesboard members must fulfill certain duties to theinstitution and the community they serve Such dutiesinvolve care loyalty and obedience

Duty of Care

A trustee or board member must act in good faith and exershycise the degree of diligence care and skill that an ordinaryprudent individual would use under similar circumstancesin a like position To conform with this standard trusteesand board members should

bull Regularly attend and participate in board meetingsand committee meetings where applicable

bull Read review and inquire about materials thatinvolve the institution especially board minutesannual reports other reports plans policies andany literature that involves the institution

bull Have a fiduciary responsibility for the assetsfinances and investments of the institution and exercise due diligence care and caution as if hanshydling onersquos own personal finances and

bull Use onersquos own judgment in analyzing matters thathave an impact on the institution

Duty of LoyaltyConflicts of Interest

Trusteeboard members owe allegiance to the institutionand must act in good faith with the best interest of the instishytution in mind The conduct of a trusteeboard membermust at all times further the institutionrsquos goals and not thememberrsquos personal or business interests Consequentlytrusteesboard members should not have any personal orbusiness interest that may conflict with their responsibilishyties to the institution A trusteeboard member shouldavoid even the appearance of impropriety when conductshying the institutionrsquos business Acts of self-dealing constitutea breach of fiduciary responsibility that could result in pershysonal liability and removal from the board

4

The board of trusteesboard of education should have awritten conflict of interest policy that clearly sets forth theprocedures to be followed in instances where a board memshyberrsquos personal or business interests may be advanced by anaction of the board including a provision that thetrusteeboard member may not participate in any decisionto approve any transaction where such conflicting interestsmay be advanced The policy should also include a requireshyment that each trusteeboard member provide full ongoshying disclosure to the institution of any interest thetrusteeboard member andor his or her family has in anyentity that the board transacts business with The policyshould be reviewed and discussed with the institutionrsquos attorneys and auditors prior to its adoption

In addition there are specific provisions concerning conshyflicts of interest in Article 18 of the General Municipal Law(applicable to school districts boards of cooperative educashytional services [BOCES] county vocational education andextension boards and public libraries) and section 715 ofthe Not-for-Profit Corporation Law (applicable to educashytion corporations chartered by the Board of Regents)General Municipal Law sect806 requires the governing bodyof each school district to adopt a code of ethics includingstandards for officers and employees with respect to discloshysure of interest in legislation before the governing bodyholding of investments in conflict with official duties prishyvate employment in conflict with official duties futureemployment and such other standards relating to the conshyduct of officers and employees as may be deemed advisshyable

A sample conflict of interest policy is available on theInternal Revenue Service website (wwwirsgov ) underAppendix A of the Instructions to IRS Form 1023

School board members may contact the New York StateSchool Boards Association (NYSSBA) at 1-800-342-3360 orgo to the respective NYSSBA websites shown below toaccess the following sample policies

5

2160 School District Officer and Employee Code of Ethics at httpwwwnyssbaorgindexphpsrc=gendocsampref=sam plepolicy2160

91201 Conflict of Interest at httpwwwnyssbaorgindexphpsrc=gendocsampref=sam plepolicy91201

Nepotism

Inherent in a trusteersquosboard memberrsquos fiduciary duty ofloyalty is the responsibility to avoid nepotism in hiringpurchasing and other institutional decisions Care must be taken at all times to ensure that family andor personalrelationships do not inappropriately influence a trusteersquosboard memberrsquos decision-making Any decisionsthat are based on personalfamily influence rather than thebest interests of the institution constitute a breach of fiducishyary duty and may result in a trusteersquosboard memberrsquosremoval from the board Institutions should adopt andenforce policies prohibiting impermissible nepotism in hirshying and other institutional business including provisionsfor disclosure of such interests and recusal from voting In the case of school districts BOCES and public librariessuch policies must be consistent with the provisions in theGeneral Municipal Law which permit a trusteeboardmember to vote on employment contracts for spousesminor children and dependents and the Education Lawwhich requires a 23 vote of a board of education to employa teacher who is related to a board member by blood ormarriage To ensure legal consistency anti-nepotism polishycies and provisions should be reviewed and discussed withthe institutionrsquos attorneys and auditors prior to adoption

Duty of Obedience

A trusteeboard member has a responsibility to insure thatthe institutionrsquos resources are dedicated to the fulfillment of its mission The member also has a duty to ensure that theinstitution complies with all applicable laws and does notengage in any unauthorized activities

6

The NYS Attorney General publishes Right from the Start-Responsibilities of Directors and Officers of Not-for-Profit Corporations which may be obtained from the followingwebsite httpwwwoagstatenyuscharitiesnot_for_profit_bookletpdf The booklet contains more detailed information on the duties of a trusteeboard member of anot-for-profit corporation

What is the difference between provisional and absolute charters

Corporations formed for the principal purpose of operatinga college university school conducting some of or theentire grades prekindergarten (including organizationswith whom schools contract) through twelve library museshyum historical society public television and or radio stashytion or nursery school are created by the Board of Regentsby issuance of an instrument called a charter which setsforth the powers of the corporation

The initial incorporation of the educational institution isexecuted by the issuance of a provisional charter that isvalid for a fixed term of one-to-five years If the Board ofRegents is not satisfied that the corporation can qualify foran absolute charter it may extend the provisional charterfor an additional term of years

The process for the issuance of a certificate of incorporationis the same as that pertaining to a provisional charter Thelegal effect of a certificate of incorporation is the same asthat of an absolute charter

If you are a trustee of a chartered institution you need to beaware of the following

bull Whether your institution has a provisional orabsolute charter from the Board of Regents

bull The specific standards that apply to your institushytion (see Appendix C)

7

bull The specific powers of the corporation contained inthe charter and

bull Whether the board has the number of members stipulated in its charter

How do I distinguish between my governance role and that of a supporter or team player for my institution

There is a fine line between governance and being a supshyporter of an institution Members need to avoid meddlingin managing daily affairs Trusteesboard members mustbalance their role as supporters for the institutionrsquos successagainst their governance role as overseers of the institushytionrsquos management to ensure that assets are used properlylaws and regulations are followed and the public interest isbest served The board needs to support the institutionrsquosmanagement but must also govern by holding the chiefexecutive officer (CEO) accountable for the institutionrsquosoperations and service to the public

In the governance role trusteesboard members should beconcerned with protecting the public interest which theyserve Members exercise this role by hiring a CEO to manshyage the operation of the institution and evaluating hisheroverall performance in providing services to the public

In a supportive role board members assist by fund-raisingliaison and networking with other community leaders andproviding expertise in specialty areas such as law planningaccounting and overall corporate management

What if I lack knowledge or experience in fiscal governance

One of the most important responsibilities of a trustee orboard member is to ensure that financial resources are

8

being used efficiently and effectively toward meeting theinstitutionrsquos goals in compliance with applicable law andregulation and that its assets are properly safeguarded Thearea of fiscal governance is one in which board membersmay feel the least qualified and rely entirely on the CEO forguidance

Trusteesboard members should be cautious about relyingcompletely on the guidance and judgment of the institushytionrsquos CEO and management Members have ultimateresponsibility for governance of the institutionrsquos resourcesand their primary role of protecting the public interest Inmonitoring the institutionrsquos budget board members shouldask questions about the assumptions made in preparing thebudget What types of data are used to prepare the budgetHow were estimates developed for such expenditures aspayroll supplies and materials travel and conferences capshyital outlays etc Are accounting andor managementprocesses adequate to ensure accurate and reliable dataWhat will be accomplished by passing this budget Howwill outcomes be measured evaluated and reported Howwill the board hold the CEO accountable for budget outshycomes How are variances from expectations handled

Trusteesboard members should also ask questions aboutthe institutional year end financial statements Inquire as towhat they mean what is the fiscal condition of the entity Ifthe auditorsrsquo issued a management letter request to reviewthe letter

Similar questions may be raised about other areas such asthe institutionrsquos system of financial controls processesemployed to comply with applicable laws and regulationsaccountability with performance results etc Board memshybers should be aware of an institutionrsquos internal control sysshytem The existence of adequate systems of internal controlsis also critical for the protection and oversight of the instishytutionrsquos assets Internal controls are systems to protect theassets of an organization create reliable financial reportingpromote compliance with laws and regulations andachieve effective and efficient operations

9

The NYS Attorney General publishes Internal Controls and Financial Accountability for Not-for-Profit Boards which maybe obtained from the following web site address httpwwwoagstatenyuscharitiesinternal_controlspdfThe document contains more detailed information on evalshyuating internal control systems

What if the institution needs more expertise with fiscal matters

When matters of fiscal governance become very technicaland require greater expertise in assessing the fiscal condishytion of the institution or its long-term well-being a boardshould seek the advice of experts One mechanism for givshying emphasis to the responsibility of fiscal governance is tocreate an audit committee composed of board memberswho have expertise in dealing with fiscal affairs

An audit committee is organized pursuant to a charge ormission approved by the board It should be established inthe institutionrsquos charter certificate of incorporation or byshylaws

bull Helping set the fiscal environment or ldquotone at thetoprdquo which promotes a theme of fiscal responsibilshyity and ethical conduct among all institution staffand board members

bull Reviewing the certified financial audit report of theinstitution and providing input on the results to thefull board

bull Assessing the effectiveness of the institutionrsquos sysshytem of internal controls and reporting on any weakshynesses

bull Assessing any risk associated with the validity andreliability of financial data and

bull Monitoring compliance with laws and regulationsapplicable to the institutionrsquos operations

10

These are just some of the many activities that an auditcommittee can pursue to assist a board in its role of fiscal governance (Appendix D) provides links to web sites thatcontain more information on audit committees and other issues relevant to the duties and responsibilities of trusteesand board members

Where can I get additional help

There are many sources available to trustees and boardmembers needing further information and guidance ontheir role Members are encouraged to seek additional guidshyance evaluate the need for additional training and contactthe NYS Education Department (SED) for guidance Theoffices and contact information for SED are illustrated in (Appendix E)

The procedures for the creation of education corporationsby the Regents and other related matters are outlined inthe pamphlet entitled ldquoEducation CorporationsndashLawPamphlet 9rdquo This pamphlet is available from the NYSEducation Department Office of Counsel and is availableon the SED website (wwwcounselnysedgov)

Members are strongly encouraged to seek the advice of anattorney in matters involving the interpretation of laws andregulations pertaining to the institutionrsquos operations Theinformation contained in this document is not a substitute for the guidance provided by legal counsel

The appendices contain additional information that may behelpful in fulfilling your role as a trustee or board memberTheir content is listed below

Topic Appendix Page

Top Ten Warning Signs for Boards A

11

13

Best Practices for Boards to Follow B 14-17 Appendix A

Select Regulations of the The University of the State of New YorkCommissioner of Education The State Education DepartmentApplicable to Chartered Institutions C 18 Top Ten Warning Signs for Boards

Links to Websites D 19-21 1 Lack of available documentation on the organizationrsquos by-laws

Contact Offices in SED by Type charter mission statement organization chart and prior yearof Institution E 22-23 financial statements

Report Waste Fraud and Abuse F 24 2 Lack of independent attitude or excessive conflict amongtrusteesboard members

3 Infrequent board meetings Absence of board minutes

4 Poor board attendance at meetings

5 Lack of access to key fiscal budget program and operationsinformation

6 Lack of access to the chief financial officer

7 Existence of conflict of interest relationships or less than armrsquoslength transactions between the institutionrsquos board membersand organizations that conduct business with the institution

8 Lack of internal financial controls and written policies and proshycedures to safeguard promote and protect the organizationrsquosfunds and other assets Lack of fidelity bonds

9 Lack of involvement in the hiring of key employees

10 Failure to file documents with key control agencies such as theNYS Education Department Internal Revenue Service andNYS Department of Taxation and Finance

12 13

Appendix B

The University of the State of New YorkThe State Education Department

Best Practices for Boards to Follow

1 Be informed of the institutionrsquos activities by

bull Discussing operations with board members and offishycers

bull Reviewing materials provided by the institution

bull Actively participating in meetings of the board andthe committees

bull Asking questions and obtaining an understanding ofthe issues facing the institution

bull Attending fiscal training for board members andTrustees

2 Establish an audit and finance committee with responsibility toperiodically meet with management and the auditors to conshysider

bull The adequacy of internal controls and financial reportshying processes and the reliability of fiscal reports

bull The independence and performance of the internaland external auditors

bull Steps taken by management to address audit reportfindings

bull Compliance with legal and regulatory requirements

bull Steps taken by management to minimize significantrisks to the institution

bull School districts and BOCES are required to have anaudit committee

bull Museums historical societies and cultural agencies arerequired to have an audit committee

14

3 Ensure the institution is carrying out its purpose withoutextravagance or waste and is not engaging in any questionableor illegal activities by

bull Requiring management to provide periodic reports onhow well the institution is fulfilling its mission andthe activities accomplished for the period

bull Approving strategic plans budgets policies plans ofoperation development plans and goals contractsimplementing standards of operation key financialand program reports and other items

bull Holding the chief executive officer accountable forresults

bull Being involved in the selection and compensation ofthe chief executive officer

bull Using good judgment in analyzing matters that mayimpact the institution

bull School districts are required to have an internal comshymittee to review internal controls

bull Reviewing all claims

4 Monitor the financial condition and management practices ofthe institution by

bull Reviewing periodic fiscal reports financial statements audit reports management letter including managerishyal letters and tax returns

bull Ensuring reserve funds are used for their intended purposes

bull Verifying fund raising expenses are reasonable in relashytion to the amount of fund raising revenue generated

bull Ensuring net assets are positive but not excessive

bull Verifying that deficits are being addressed with remeshydial action

bull Ensuring records are complete and accurate and

15

required reports are filed with federal and state agenshycies

bull Issuing a Request for Proposal (RFP) for an externalauditor at least once every five years

5 To help ensure effectiveness trusteesboard members need toensure boards address the following consistent with statute

bull Consist of a minimum of five voting members who areindependent

bull Meet at least twice a year and more often as neededor required by statute

bull Keep complete and accurate minutes of all meetings

bull Convene an annual meeting and elections as requiredby law

bull Not compensate their members for services in theirrole as trustee or board member (see note below)

bull Develop a training program for both new and experishyenced board members

bull Seek expert advice when needed

bull Avoid any conflicts of interests or even the appearanceof a conflict and maintain a conflict of interest policyfor board members and employees

bull Require each member to file an annual written discloshysure of any business involvement with the institutionor related parties

bull Assess the need for liability insurance to protect boardmembers and officers from legal liability

bull Ensure processes for selecting new members result indiversity of viewpoints and seek out individuals withcommitment skills life experience background andother characteristics that will serve the institution and its needs

bull Be aware of the requirement to petition the Regents toamend the charter or certificate of incorporation to

16

change the name address or purposes of the corporashytion

bull Be aware of the laws and regulations relating to dissoshylution of the corporation and not distribute disperseor spend down any assets without going through theproper dissolution procedure

Note Reimbursement for expenses in the ordinary course of busishyness does not constitute compensation Trusteesboard memberswho also serve as officers may receive compensation in their role asan officer (eg treasurer secretary) In addition some school disshytricts are allowed under the law to compensate their BoardMembers

17

Appendix C


Select Rules of the Board of Regents and Regulations of the Commissioner of Education

Applicable to Chartered Institutions

Elementary and Secondary Part 100 and Sections Schools 1702 1703 and 17012 of the

Commissionerrsquos Regulations

Nursery Schools and Part 125 of the Kindergartens Commissionerrsquos Regulations

Prekindergarten Programs Part 151 of the Commissionerrsquos Regulations

Libraries and Library Systems Part 90 of the Commissionerrsquos Regulations

Historical Societies without Section 330 of the Rules Collections and Cultural Agencies of the Boardof Regents and

Section 5222 of the Commissionerrsquos Regulations

Museums and Historical Societies Section 327 of the Rules of with Collections the Board of Regents and


Public Television andor Part 26 of the Rules of Radio Stations the Board of Regents and

Part 179 of the Commissionerrsquos Regulations

Colleges and Universities Parts 50 through 54 of the Commissionerrsquos Regulations

Note This list is not exhaustive Moreover it does not include relevant proshyvisions of the Education law or other laws affecting these institutions

18

Appendix D


Links to Websites

Government Agencies

Internal Revenue Service wwwirsustreasgov

NYS Attorney General wwwoagstatenyus

NYS Education Department wwwnysedgov

Office of General Services wwwogsstatenyus

Department of State wwwdosstatenyus

Civil Service wwwcsstatenyus

Taxation amp Finance wwwtaxstatenyus

NYS Office of the State Comptroller wwwoscstatenyus

Education Associations

American Association of School Administrators wwwaasaorg

Education Commission of the States wwwecsorg

Educational Research Service wwwersorg

National Association of State Boards of Education wwwnasbeorg

National School Boards Association wwwnsbaorg

19

New England SchoolDevelopment Council wwwnesdecorg

New York State School Boards Association wwwnyssbaorg

Not-for-Profit Associations

Center for Non-Profit Corporations wwwnjnonprofitsorg

Guidestar (IRS Form 990 database) wwwguidestarorg

Internet Nonprofit Center wwwnonprofit-infoorg Law about Nonprofit wwwlawcornelledu Organizations topicsnonprofits

National Center for Nonprofit Boards wwwncnborg

Nonprofit Evaluation Tools wwwinnonetorg

Nonprofit Resource Center wwwnot-for-profitorg

Nonprofit Risk Management Center wwwnonprofitriskorg

Urban Institute ndash Center on Nonprofits wwwurbanorg

MuseumsArt Associations

American Association for State and Local History wwwaaslhorg (AASLH)

American Association of

20

Museums (AAM)Museum Association of New

wwwaam-usorg

York (MANY) wwwmanyonlineorg

New York State Council on the Arts Museum Program (NYSCA) wwwnyscaorg

New York State Museum Chartering

wwwnysmnysedgov charter

The International Council of Museums (ICOM)

wwwicomorg

Library Associations

American Library Associationrsquos Association for Library Trusteesand Advocates wwwalaorgalta

New York Library Association wwwnylaorg

New York State Association of Library Boards wwwnysalborg

New York State Library wwwnyslnysedgovlibdev

DISCLAIMER These sites are provided for the userrsquos convenience TheState Education Department (SED) does not control or guarantee the accushyracy relevance timeliness or completeness of web sites not maintained bySED Further the inclusion of such sites on this list is not intended to reflect their importance nor is it intended to endorse views expressed or productsor services offered on these outside sites or the organizations sponsoringthe sites

21

Appendix E


Contact Offices in SED by Type of Institution

To obtain further guidance about the governance role of a trustee orboard member you may contact the following addresses telephonenumbers and websites for your respective institution

Institution Contact Office

Public schools Boards of Cooperative Educational Services

School Operations and ManagementServices Office of Elementary Middle Secondary and Continuing EducationRoom 874 EBA Albany New York 12234 wwwemscnysedgov518-474-2238

Nonpublic schools Office for Nonpublic School ServicesRoom 481 EBA Albany New York 12234 wwwemscnysedgovnonpub518-474-3879

Charter Schools Room 462 EBA Albany NY 12234518-474-1762

Museums historical NYS Museum societies and other Room 3097 CEC Cultural agencies Albany New York 12230

wwwnysmnysedgovcharter518-473-3131

22

Libraries and library systems

Public Television and Radio stations

Public independent and propriety colleges and universities licensed private and registered business schools

Independent living centers

Psychotherapy Institutes

Division of Library Development NYS Library NYS Education DepartmentRoom 10C50 CEC Albany New York 12230 wwwnyslnysedgovlibdevlibsindex htmltrustees 518-474-7196

Office of Educational Television amp Public BroadcastingRoom 10A75 CEC Albany New York 12230518-474-5862 httpwwwocenysedgovetvpb

Office of Higher Education NYS Education Department89 Washington Avenue 2 M West Wing Albany NY 12234 wwwhigherednysedgov 518-474-3862

Office of Vocational and Educational Services for Individuals with Disabilities One Commerce Plaza Albany New York 12234 wwwvesidnysedgov518-474-3946

Executive Secretary to the State Board for Psychology Office of the Professions

89 Washington Avenue Albany New York 12234 psychbdmailnysedgov518-474-3817 ext 150

23

Appendix F

The University of the State of New YorkThe State Education Department Report Fraud Waste and Abuse

The New York State Education Department is interested in inforshymation pertaining to fraud waste abuse or mismanagement oflocal state or federal education funds (including information onvendors who receive education funds) Both the Board of Regentsand the Commissioner of Education take these concerns very serishyously

Individuals who make an allegation are not required to identifythemselves they may remain anonymous In such cases the StateEducation Department will assess the information provided giventhe constraints of an anonymous contact Therefore persons makshying a complaint may wish to provide contact information in theevent additional questions arise

Preferred Method Fill out electronic complaint form the following address wwwformsnysedgovomsoasfraudFormhtml

Other Methods Email OASmailnysedgovPhone 518-473-4516 Fax 518-473-0259 Mail

New York State Education DepartmentThe Office of Audit Services (OAS)89 Washington Avenue Room 524 EBAlbany NY 12234

24

NEW

YORK

STATE ED

UC

ATIO

N D

EPARTM

ENT

ALBA

NY N

EW YO

RK 12234

NO

N-PRO

FIT ORG

U

S POSTA

GE

PAID

A

lbany NY

Permit N

o 293

THE UNIVERSITY OF THE STATE OF NEW YORK

Regents of The University

ROBERT M BENNETT Chancellor BA MS Tonawanda ADELAIDE L SANFORD Vice Chancellor

BA MA PD Hollis SAUL B COHEN BA MA PhD New Rochelle JAMES C DAWSON AA BA MS PhD Peru ANTHONY S BOTTAR BA JD North

Syracuse MERRYL H TISCH BA MA EdD New York GERALDINE D CHAPEY BA MA EdD Belle Harbor ARNOLD B GARDNER BA LLB Buffalo HARRY PHILLIPS 3rd BA MSFS Hartsdale JOSEPH E BOWMAN JR BA MLS

MA MEd EdD Albany LORRAINE A CORTEacuteS-VAacuteZQUEZ BA MPA Bronx JAMES R TALLON JR BA MA Binghamton MILTON L COFIELD BS MBA PhD Rochester JOHN BRADEMAS BA PhD New York ROGER B TILLES BA JD Great Neck KAREN BROOKS HOPKINS BA MFA Brooklyn

President of The University and Commissioner of Education RICHARD P MILLS

Deputy Commissioner for Operations and Management Services THERESA E SAVO

The State Education Department does not discriminate on the basis of age color religion creed disability marital status veteran status national origin race gender genetic predisposishytion or carrier status or sexual orientation in its educational programs services and activities Inquiries concerning this policy of nondiscrimination should be directed to the Departmentrsquos Office for Diversity Ethics and Access Room 530 Education Building Albany NY 12234

THE STATE EDUCATION DEPARTMENT | THE UNIVERSITY OF THE STATE OF NEW YORK | ALBANY NY 12234

February 2007

Dear Colleague

The University of the State of New York (USNY) is a vast multi-billion dollar enterprise encompassing schools colleges universities libraries museums public broadcasting and other educational and cultural institutions incorporated by the Board of Regents or the New York State Legislature This enterprise has one common characteristic among almost all of its comshyponents Each institution is governed by a board of individuals who willingly volunteer their services

This Statement on the Governance Role of a Trustee or Board Member is provided by the Board of Regents to assist trusteesboard members in exercising their responsibilities The Statement has been updated since it was originally issued in November of 2001 The most sigshynificant change is an enhanced discussion of conflict of interest Other topics have also been updated including internal controls the definition of proprietary schools and best practices for boards to follow Additional links to websites have been added as well as information on methshyods to report instances of fraud waste and abuse

The Statement provides certain fundamental information regarding the stewardship role that members fulfill The Regents recognize that USNY institutions vary greatly in the mission size form and structure of their boards This document provides guidance and information to assist all trusteesboard members in the performance of their responsibilities From the small historical society to the multi-million dollar college university or school district each board member has a fiduciary responsibility for the institution heshe governs

We urge you to share this document with your board colleagues become familiar with its contents and integrate its provisions into your institutionrsquos governance process eg includshyed in orientation materials for new board members or in the institutionrsquos handbook where one exists It can also be accessed at the following web site wwwregentsnysedgov If you have questions or comments regarding the Statement please refer to Appendix E for offices to conshytact in the State Education Department

On behalf of the Board of Regents and the State Education Department we thank you for your contributions as a trusteeboard member You are performing a much-needed and valushyable service to your institution and the community it serves

Sincerely

Robert M Bennett Richard P Mills Chancellor Board of Regents Commissioner of Education and President of

The University of the State of New York






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Appendix C

















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Appendix B

















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Appendix E











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Appendix C

















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Appendix D


Links to Websites

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Appendix E











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wwwaam-usorg






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Appendix E











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Appendix E











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Permit N

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Appendix F







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lbany NY

Permit N

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PAID

A

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Permit N

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statement on the governance role of a trustee or board member

Documents