The following policies are created in order for the Board members to assume these responsibilities with integrity and sincerity.

The effective date of any policy is the date on which it was adopted or revised unless otherwise noted by the Board in its action. Policy may be noted as revised, edited or renumbered to reflect various changes that have occurred in the policy subsequent to its original adoption. Revisions to any policy are taken by action of the Board; editing and renumbering may occur as necessary as technical amendments and do not require formal Board approval.

Each policy carries a date of adoption (i.e., Adopted January 2000); any revision dates are noted as well (revised February 2002). BAU Policies periodically undergo major revisions for editorial, numbering and titling updates; dates for these major revisions are noted at the end of the policy. Sometimes sections may be edited outside the regular editing cycle; in such cases policies that have had minor editorial revisions or renumbering will carry a date when the editing took place.

1.01 CONFIDENTIALITY OF BOARD MATTERS POLICY

Purpose:	To establish an environment of trust and mutual respect and maintain the confidential nature of Board matters.
Scope:	Applies to all Board members
Responsible Departments:	Board of Trustees
Effective Date:	January 20, 2014
Modification History:
Related Policies:	—
Related Form(s):	—

Policy Statement

The sensitive nature of Board decision-making requires an environment of trust and mutual respect. Confidentiality is a keystone for frank and open discussion and a protection for the University as a whole. Trustees are expected to respect and maintain the confidential nature of those Board matters, including documents and discussion, in both committee and Board meetings.

Confidential Board matters should not be disclosed in any conversation external to the Board itself or other members of the Board.

Special care should be taken to not comment on Board or University matters with the media unless requested to do so by the University or the Board Chair. Media inquiries should normally be responded to by the Board chair, University president, or other designated University spokesperson.

1.02 TRUSTEE CONFLICT OF INTEREST POLICY

Purpose:	To assure the university’s integrity of its endeavors
Scope:	Applies to all board members
Responsible Departments:	Board of Trustees
Effective Date:	January 20, 2014
Modification History:	—
Related Policies:	—
Related Form(s):	Annual Certification Related to Conflict-of-Interest Policy

Policy Statement

University trustees commonly have a range of professional and personal associations with and interests in other entities. To assure the university’s many constituents of the integrity of its endeavors, trustees should avoid situations in which such associations or interests could compromise or reasonably appear to compromise important academic values or the university’s business decisions. Accordingly, it is the policy of the university that trustees shall act in a manner consistent with their responsibilities to the university and avoid circumstances in which their financial or other ties to outside entities could present an actual, potential, or apparent conflict of interest or impair the university’s reputation.

As a general principle, trustees should avoid any actions or situations that might result in or create the appearance of using their association with the university for private gain, according to unwarranted preferential treatment to any outside individual or organization, losing independence or impartiality, or adversely affecting the university’s reputation or public confidence in its integrity.

If any Trustee of the Board faces a conflict of interest in a matter pending before the Board, such member shall make full disclosure to the Board of the nature of the conflict. Upon full disclosure, the Board may approve the transaction only by a majority vote of Board members having no conflict of interest. However, no such transaction may be approved if it would constitute self-dealing, prohibiting under Section 4941 of the Internal Revenue Code of 1986, or the corresponding provisions of any later federal tax laws, or if it would result in the imposition of any excise tax under any other provision of Chapter 49A of the Internal Revenue Code of 1986, or the corresponding provisions of any later federal tax laws.

Procedures

Disclosure of financial interests

A trustee who has a known material financial interest in a pending or proposed transaction or business arrangement involving the university shall promptly disclose to the Board the existence of the interest and other material information that the trustee may have regarding the transaction or arrangement. In addition, each trustee shall annually sign and submit to the Board a statement disclosing all material financial interests, known to the trustee, of the trustee or a family member, in any outside entity with which the trustee knows the university has or is considering a transaction or other business relationship, or affirming that the trustee knows of no such interests.

Determination whether conflict of interest exists

The Governance Committee Chair shall review annual disclosure statements to determine whether a material financial interest has been disclosed. If a material financial interest has been disclosed, the Chair shall promptly submit to the Chair of the Board’s Audit Committee or, if the interests involve the Chair of the Audit Committee, another member of the Audit Committee, such disclosure forms together with any additional information about the current or proposed transaction or business relationship that may give rise to a conflict of interest that the Chair of the Governance Committee in consultation with the Audit Committee believes may be informative.

The Audit Committee shall review the matter and determine whether there is a conflict of interest. If the interests being reviewed involve a member of the Audit Committee, the member shall not participate in or be present during the committee’s consideration of the matter except as requested by the committee to answer questions or provide information. The Audit Committee may review such information as it deems pertinent, including posing questions to the interested trustee involved. If the Audit Committee determines that there is a conflict of interest, it shall so advise the interested trustee, who shall have an opportunity to address the matter with the Audit Committee. If the Audit Committee or the trustee involved believes that to do so is indicated, the matter may be referred to the Board.

If a conflict-of-interest determination is referred to the Board, either following review by the Audit Committee or if disclosure is made in the first instance to the Board (for example, where a trustee becomes aware of a possible conflict of interest during or just before a meeting of the Board), unless the trustee elects recusal, the Board shall decide whether a conflict of interest exists. The Board may question the interested trustee, and the trustee shall have an opportunity to address to the Board whether there is a conflict. The interested trustee shall leave the Board meeting while the disinterested members of the Board determine, by majority vote, whether the financial interest gives rise to a conflict of interest. If it is determined that no conflict of interest exists, the interested trustee may rejoin the meeting and participate fully in the discussion of and vote on the proposed transaction or arrangement.

Consideration of matters involving conflict of interest

If the Board determines that a trustee has a conflict of interest in a matter before the Board, the Board may permit the interested trustee to make a presentation regarding the matter, but the interested trustee shall be required to leave the meeting prior to the discussion of, and the vote on, the proposed transaction or arrangement. The Board shall approve the transaction or arrangement only upon a finding, by a majority vote of the disinterested trustees, that the transaction or arrangement is in the university’s best interest, is for the university’s benefit, and is fair and reasonable to the university. The Board may engage such consultants as it deems necessary or useful to assist its determination of these issues.

Record of proceedings

Whenever the Board holds a meeting at which a trustee’s financial interest in a matter is disclosed, a determination regarding the existence of a conflict of interest is made, or a transaction or arrangement with respect to which a trustee has a conflict of interest is considered, the Board’s consideration of these issues shall be reflected in the minutes of the meeting.

Gifts

Trustees shall not encourage or accept gifts, favors or gratuities, for themselves or family members, from any individual or entity that to the trustee’s knowledge has, or seeks to have, a business relationship with the university.

Appropriation of university opportunities

If a trustee becomes aware of a business, investment, or other potentially valuable opportunity that rightfully belongs to the university, and not to the trustee individually or another entity with which the trustee is affiliated, the trustee shall bring the opportunity to the attention of the Board.

Confidentiality

Trustees may not use confidential information acquired as a result of service to the university for any purpose unrelated to university business, or provide such information to any third party, without the consent of the Board. Wrongful use of university information includes, but is not limited to, use or disclosure of information to engage, invest or otherwise participate in any business, project, venture, or transaction other than through the university.

Actions not void or voidable

No transaction or action undertaken by the university shall be void or voidable or may be challenged as such by an outside party, by reason of having been undertaken in violation of this policy or the principles set forth herein.

Definitions

For purposes of this policy, a conflict of interest is presumed to arise when the university has or is considering a transaction or other business relationship with a trustee or a trustee’s family member (defined to include a spouse, child, or household member) or with an outside entity in which the trustee or family member has a material financial interest. A financial interest is presumed to be material if it entails:

Any ownership or investment interest (including stock, options, a partnership interest, or any other ownership or investment interest) valued at more than $10,000, except equity in a publicly traded company amounting to less than a 5% ownership interest in the company.

Receipt of non-dividend compensation (including salary, consulting fees, royalty payments, or other remuneration) of more than $10,000 in any 12- month period in the past 3 years, or the expectation of such compensation in the future.

Real property, personal property, intellectual property, or any other interest valued at $10,000 or more.

A position of real or apparent authority in an outside entity, such as director, officer, trustee, or partner.

A trustee is not deemed to have a material financial interest in a publicly traded entity by reason of an investment in that entity by another publicly traded entity, such as through a mutual fund, of which the trustee does not control investment decisions.

A conflict of interest may also arise when a trustee or family member has or is considering an investment in an entity, such as a fund or partnership, that is not publicly traded and in which the university has or is considering an investment. Because such parallel investments may create at least an appearance that the trustee is benefiting from the university’s participation in the entity, trustees should promptly disclose to the Board any material financial interest in any such entity in which the trustee otherwise knows the university has or is considering an investment.

Exceptions

NONE

1.03 MEETING IN CLOSED SESSIONS POLICY

Purpose:	To establish (any background information for the need and result of the policy
Scope:	Applies to Board of Trustees
Responsible Departments:	Board of Trustees
Effective Date:	January 20, 2014
Modification History:	—
Related Policies:	—
Related Form(s):	—

Policy Statement

The Bay Atlantic University Board of Trustees may utilize closed sessions in meetings of the full board, committees, or subcommittees for certain agenda items; specifically:

1. Conducting the annual evaluation and setting the salary of the University President.
2. Reviewing compensation issues generally.
3. Addressing matters where personal or organizational confidentiality is requested or prudent.
4. Reviewing alleged improper conduct by a Board member.
5. Discussing financial issues with the auditor; and
6. Discussing threatened or pending litigation.

In addition, closed sessions may be called at any time to address other issues of a sensitive or confidential nature, to be decided.

Procedures

The attendance to a closed session meeting is limited to voting trustees, unless the chair of the Board Chair or Committee Chair determines that a non-voting trustee, a university employee, or outside advisor should also attend by special invitation. The President and the Board Secretary will normally attend closed sessions unless the Board is discussing the President’s contract, evaluation or compensation, or other matters where the Chair deems it prudent.

1. Closed sessions of the Board will be noted on the regular agenda of the Board, without reference to an agenda or topics to be discussed and will also be noted as part of the regular minutes of the Board without reference to the topic or agenda.
2. Minutes of the closed session will be taken by the Secretary or his/her designee and will include date and time of the meeting, names of those present and any actions taken by the Board.
3. Closed session minutes will be kept separately from the regular minutes and will be available for inspection to those who attended the closed session, any current Board member, the individual serving as Chair at any time in the future and anyone authorized by the individual serving as Chair at any time in the future.
4. Closed session discussions that do not result in action but involve Board conversations that would provide important factual information for future Boards (e.g., intermediate sanctions, review of reasonableness of executive compensation, retiree health benefits) will be recorded in the form of a Memorandum to the File from the Chair and Secretary. The Chair, Secretary and President will determine when such a memorandum is necessary.

Exceptions

NONE

1.04 TRUSTEE APPOINTMENT, PERFORMANCE, AND REVIEW POLICY

Purpose:	To establish criteria for seeking trustees with diverse backgrounds and experiences that will serve the Board and review performance
Scope:	Applies to all board members
Responsible Departments:	Board of Trustees
Effective Date:	January 20, 2014
Modification History:	May 24, 2022
Related Policies:	—
Related Form(s):	Board Assessment Tool

Policy Statement

The Board will energetically seek trustees with diverse backgrounds and experiences, orient new trustees to the university, and the performance of individual trustees will be evaluated annually.

Procedures

A. Selection Criteria for Trustee Nominees

The Board will energetically seek trustees with diverse backgrounds and experiences.

Nominees to the Bay Atlantic University Board of Trustees will demonstrate as many of the following characteristics as possible for consideration as a candidate to the Board of Trustees:

1. Clear understanding of and willingness to work actively to promote the interests and quality of the university.
2. Influence at the local, national, or international level that could be used in support of the university and its programs.
3. As means and time permit, a capacity and willingness to make significant contributions and/or assist in the university’s fund-raising efforts.
4. Special skills, talents, or interests that could prove of value to the university.
5. Ability to attend and be involved regularly in Board and committee meetings and other university activities.
6. Ethnic, gender, professional, and geographical diversity.
7. A relationship with the university — e.g., alumnus/a, parent of a past or present BAU student, friend of the university, etc. — The university’s Bylaws do not permit a current university employee to be a voting trustee; and
8. A lack of any potential conflict-of-interest (e.g., Board membership at a competing university).

B. Orientation of New Trustees

Orienting new trustees to the university and to the work of the Board is an important function of the Board. The Governance Committee is responsible for developing and overseeing an orientation program for all new trustees. The program should address what is expected of trustees as well as how the Board is expected to work. The Board Professional is charged with administration of the program, with oversight by the Governance Committee and Board officers.

C. Review and Evaluation of Trustee Effectiveness

The performance of individual trustees will be evaluated annually. The Governance Committee will assess each trustee’s performance based on the self-evaluation and other factors including the “Statement of Commitment and Responsibilities of Trustees of Bay Atlantic University,” confidential peer evaluations of the trustee’s contributions to committee and Board meetings; Board meeting attendance records; financial contribution records (both lifetime and during the past three years); and records of university involvement (e.g., membership on advisory councils, fundraising leadership, etc.). Criteria for individual trustee effectiveness are listed below.

1. demonstrated active involvement in Board and university activities in ways that promote the welfare and quality of the university.
2. regular attendance and effective participation in Board and committee meetings.
3. involvement in university activities other than Board meetings
4. use of special talents, abilities, or professional relations to benefit the university.
5. financial support of the university.
6. assistance in development and fund-raising programs; and
7. compliance with the Trustee Conflict of Interest policy.

 The Governance Committee will ask each member if they wish to be considered for re-election to another three-year term. All those who wish to be considered for re-election will be required to submit to the Governance Committee a confidential self-evaluation on a form provided by the Committee.

Further, recognizing the increasing importance of assessment’s value not only for individual performance but also for organizational performance, under the leadership of the Governance Committee, the Board should take advantage of periodic evaluation in order to have its performance assessed independently and professionally. AGB’s Board Assessment Tool will be used for this purpose.

Exceptions

NONE

1.05 REPORTING SUSPECTED MISCONDUCT POLICY
(WHISTLEBLOWER POLICY)

Purpose:	The purpose of this Policy is to encourage and enable good-faith reports by University employees and others of observed or suspected misconduct or noncompliance with law or with University policies and procedures.
Scope:	Applies to all university community
Responsible Departments:	Board of Trustees
Effective Date:	January 20, 2014
Modification History:
Related Policies:
Related Form(s):

Policy Statement

Bay Atlantic University expects its employees to perform their duties in accordance with applicable laws and regulations, University policy and procedures, and high ethical standards. The University is committed to compliance with all applicable laws and regulations and to promulgate and administer university policies and procedures that faithfully apply such laws and regulations. A culture of compliance strengthens and promotes ethical practices and respectful treatment of all members of the University community and those who conduct business with the University.

Procedures

1. Reporting Responsibility. Each member of the University community shares responsibility for stewardship of university resources and compliance with laws and policies. Therefore, University faculty, staff, and students are encouraged to report, in accordance with this Policy, any Misconduct by University employees, or actions of other parties that may result in financial loss or other harm to the University, of which they may become aware. For purposes of this Policy, a Reporting Person is any employee or student who makes a report under this Policy.
2. Guidance on Reporting. An employee who has a question about the propriety of any practice under university policies or procedures may seek guidance from the Legal Counsel of the University.
3. Confidentiality. A Reporting Person may request that a report made under this Policy be handled as confidentially as possible under the circumstances. Although the University will endeavor to handle all such reports with discretion and due regard for privacy, other obligations and considerations may preclude the University from maintaining confidentiality in some circumstances.
4. Anonymous Reports. A Reporting Person may make an anonymous report. However, it should be understood that any investigation may be hampered or be impracticable if the Reporting Person cannot be identified and questioned about the allegations and related facts.
5. Reports involving the President, a Vice President, or a trustee of the University,or any report concerning accounting practices, finances, internal controls, inappropriately managed conflicts of interest, and/or auditing will be promptly transmitted to the Chair of the Audit Committee of the Board of Trustees for evaluation. The Audit Committee shall address all such reported concerns or complaints. The Audit Committee will in its discretion determine whether to conduct further review, initiate an investigation, or refer the matter to a University office the Committee deems appropriate to handle it, or what other steps if any are warranted.
6. No Retaliation. No individual who in good faith reports a violation or suspected violation shall thereby suffer harassment, retaliation or adverse employment and/or academic or educational consequence. An employee who retaliates against someone who has made a report in good faith under this Policy is subject to disciplinary action, up to and including dismissal from the University. Individuals who believe they have suffered retaliation may report it to one of the reporting venues identified above.
7. Reports made in bad faith or with knowledge of their falsitymay subject individuals to disciplinary or other appropriate action. Making a report under this Policy shall not insulate an individual from personnel or other actions that are warranted based on performance or other factors and are not caused by the making of a complaint under this Policy.
8. Document Retention.The Legal Counsel will document the processing and, as appropriate, resolution of reports made under this Policy, and shall retain such documents in a secure location.
9. Interpretation. The Legal Counsel is responsible for implementing and interpreting this policy.

Definitions

This Policy is intended to encourage and enable employees and others who have good-faith serious concerns about misconduct, including violations of law, regulations or University policies and procedures or other conduct (“Misconduct”) to raise them with the University before seeking external resolution. Examples of Misconduct include embezzlement, theft, falsifying documents, financial conflicts of interest, and violations of applicable law. Misconduct also includes the use of University property, resources, or authority for personal gain or other non-University-related purposes. This Policy is not intended to supplant, but rather to complement and supplement, existing University policies. It thus does not affect any rights, responsibilities, or procedures set forth in other University policies addressing misconduct. For example, complaints or grievances such as those regarding discrimination or harassment, other personnel and employment matters, academic and disciplinary matters, academic freedom, research misconduct, and other matters as to which there are specific University policies, should ordinarily be made and addressed in accordance with the University policies applicable to such matters and applicable law.

Exceptions

NONE

1.06 PRESIDENTIAL PERFORMANCE EVALUATION POLICY

Purpose:	To establish the policy to evaluate the performance of the president
Scope:	Applies to the President
Responsible Departments:	Board of Trustees
Effective Date:	January 20, 2014
Modification History:	February 10, 2016
Related Policies:	none
Related Form(s):	Presidential Performance Evaluation Form Presidential Performance Evaluation Goal Setting Form

Policy Statement

The Board of Trustees shall evaluate the performance of the president of the university annually and conduct a periodic comprehensive evaluation every three to five years. The purpose of this policy is to formalize the procedures by which the Board will fulfill this responsibility. 

The intent of the evaluations shall be to assess the president’s performance in leading the institution; enhance the president’s and institution’s effectiveness; encourage communication between the Board and president with regard to expectations, goals, and accomplishments; and maintain accountability. 

The president will be evaluated based on mutually agreed-upon goals focused on areas such as leadership, student success, faculty and staff development, fiscal management, stakeholder relations, and fundraising. The Board will determine whether the president’s performance has exceeded expectations, met expectations, or fallen below expectations. 

Following an evaluation, the Board may, in its discretion, increase the president’s compensation, award a bonus, and/or extend the president’s appointment.

The evaluation process will conclude with a report to the university community from the Board Chair summarizing the Board’s evaluation of the president and any action to be taken with regard to compensation or employment status.

Procedures

The annual evaluation process will be led by the Trustee Committee on Compensation and involve the participation of all Board members. 

The evaluation will be based on a mutually agreed-upon set of measurable annual goals and objectives presented by the president and accepted by the Board pursuant to the procedures and schedule outlined in this Policy. In addition to the achievement of previously set goals and objectives, the evaluation may include such other matters as the Board may determine based on current circumstances. 

The annual evaluation period will begin with the president’s presentation of goals and objectives at the Board’s annual retreat, customarily end of May of each year, and will conclude at the May retreat the following year. Should the Board determine to change the month of its annual retreat, the evaluation period and schedule may be adjusted accordingly. 

The Board will use the following schedule as recommended target dates to conduct the annual performance evaluation: 

March: The president completes a self-evaluation summarizing the past year’s activities in relation to the established goals and meets with the Trustee Committee on Compensation to discuss the upcoming performance evaluation.

April: The Compensation Committee meets with the president to discuss and review the self-evaluation, conduct a performance assessment, and set mutually agreed-upon goals and objectives for the following year. 

May: The annual evaluation is concluded with a report from the Compensation Committee at the Board meeting and the Board adopts Committee decision. 

Procedures for Periodic Comprehensive Evaluations 

The Board will conduct a periodic comprehensive evaluation of the president’s performance every three to five years which assesses the president’s fulfillment of long-term objectives and responsibilities and builds upon the foundation of annual evaluations. 

The comprehensive evaluation process will be led by the Trustee Committee on Compensation and will include the following: 

• Planning Session 
• Self-Evaluation 
• Community Assessment
• Board Assessment 

The community assessment shall entail confidential interviews regarding the president’s leadership and effectiveness with a cross-section of the campus community and external stakeholders. The community assessment should include representatives of students, faculty/staff, community/opinion leaders, and supporters of the University. The interviews should be led by a third party who can elicit objective responses and will report findings and recommendations to the Board without attribution. All written assessments of the president’s performance should remain confidential to the extent permitted by law. During the interviews, answers to the following questions will be sought after:

Following the community assessment, the Board will meet with the president to discuss the results, review the self-evaluation, and conduct the Board’s assessment of the president’s performance. 

The comprehensive evaluation process will conclude with a report to the university community and stakeholders summarizing the results of the evaluation and the process followed.

Exceptions

None