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2.2

Governing Board
The institution has a governing board of at least five members that is the legal body with specific authority over the institution. The board is an active policy-making body for the institution and is ultimately responsible for ensuring that the financial resources of the institution are adequate to provide a sound educational program. The board is not controlled by a minority of board members or by organizations or interests separate from it. Both the presiding officer of the board and a majority of other voting members of the board are free of any contractual, employment, or personal or familial financial interest in the institution.

A military institution authorized and operated by the federal government to award degrees has a public board on which both the presiding officer and a majority of the other members are neither civilian employees of the military nor active/retired military. The board has broad and significant influence upon the institution’s programs and operations, plays an active role in policy-making, and ensures that the financial resources of the institution are used to provide a sound educational program. The board is not controlled by a minority of board members or by organizations or interests separate from the board except as specified by the authorizing legislation. Both the presiding officer of the board and a majority of other voting board members are free of any contractual, employment, or personal or familial financial interest in the institution.

Judgment
  Compliant      Non-Compliant      Not Applicable

Narrative

A self-perpetuating and independent body, the Morehouse College Board of Trustees is the legal entity that governs the institution. Its membership ranges from 37 to 43 persons comprised of 29 to 35 Elected Members (elected by a majority of the membership), the president of the college, the president of the National Alumni Association, three faculty trustees and three student trustees. Its presiding officer, the chairman of the Board, is elected by a majority vote of the board’s membership. The chairman’s term is limited; he is initially elected to serve a three-year term and may be re-elected for one additional three-year term. 

The Board has ultimate control over the institution. Its primary function, as stated in the College’s by-laws, is to determine and periodically review the mission of the College, to make policy and to ensure (that the College has "adequate resources to provide a sound educational program consistent with its mission.")
  In addition, the Board determines the general educational and financial policies of the College. It exercises its control through the president, whose performance it reviews annually. (See Compensation Committee minutes.)  Formal action is taken by the Board at its regular meetings, which are held in November and April of each year. In addition, special meetings of the committees or Board may also be set by call of the Board Chair or the President upon request of nine trustees. 

The Board conducts its work through the following standing committees: Executive, Audit, Compensation, Development, Educational Policy, Finance, Investment, Trusteeship and Governance, Physical Plant and Student Affairs. In addition, from time to time, the Board may establish ad hoc committees to provide oversight of particular issues, such as Athletics. The charters of the various committees reflect the scope of duties delegated to each committee. (See Board Committees Charters.) These committees review all necessary information and make recommendations to the full board for final approval of board matters.

The Board is an active policy-making body that focuses on policy issues and not the day-to day operations of the institution. As the bylaws provide, the Board members, individually and collectively, confine their activities to policy formulation as distinct and apart from policy administration, as the latter is the responsibility of the administration and faculty. The minutes of the Board and Board committee meetings reflect the Board’s focus on the president’s performance, the financial viability of the institution and its overall mission. With respect to specific matters, the minutes of the Board committee and Board meetings reflect that the Board undertakes periodic review and approval of the College’s mission (last restated in November 2004); at a minimum, biannual review of the College’s financial viability; annual approval of the institution’s operating budget; annual approval the president’s annual objectives and evaluation of his annual performance and compensation; and review of information related to its academic programs, facilities and key student services. (See Minutes of the Board committees and Board meetings from November 2004 to November 2007 below.)

The Board works as a collective entity. The Trustees act only as a Board, and individual Trustees have no power to act on the Board’s behalf unless they are specifically authorized by an official act of the Board.

The College is organized as a non-member non-profit institution, and as such, there are no groups or individuals that have personal or familial interest in the institution. (See Articles of Incorporation.) Further, its Board is not controlled by a minority of board members or by organizations or interests separate from the board. The Roster of Board of Trustees identifies the affiliations of the members of the Board and speaks to their qualifications and independence from the institution. Although, the president and the three faculty Trustees have employment relationships with the institution, neither a majority of the board members nor the presiding officer of the Board have contractual, employment, personal or familial financial interest in the institution. Further, the College’s bylaws protect against the possibility of the non-elected Trustees (meaning the President, the President of the National Alumni Association and the faculty and student Trustees) taking action through a special call meeting, as such meetings may be called by the Board chair or the president only upon the request of at least nine trustees; the president, alumni association president, faculty and student trustees comprise only eight trustees. Finally, the Board members’ independence is further assured through their annual certification as to the absence of any conflicts of interest with the College. (See Board Conflict of Interest Policy/Guidelines.) These records are maintained in the Office of the General Counsel

 

Sources
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