Roles and Responsibilities

Board Membership | Emeritus Trustees | Meeting Dates
Roles and Responsibilities | Terms of Office | Conflict of Interest Policy

For more than 75 years, Nazareth College has benefited from the devotion, service, and contributions of many thousands of its alumni and friends. From its broad constituency, a relative handful of individuals have been asked to assume the special responsibility of serving as the College's Trustees. The performance of those asked to serve in this capacity is essential to the continued validity and strength of the institution. For that reason, individuals who are honored with the designation of "Trustee" must understand clearly the responsibilities of that position.

Members of the Board of Trustees of Nazareth College serve as ultimate fiduciaries for the College, in their oversight of institutional affairs, in accordance with the Charter and Bylaws of the College and as implemented through periodic statements of mission and purpose and institutional plans. In serving in such a critical oversight capacity, trustees of Nazareth College accept the responsibility to fulfill certain obligations, which include the following:

1. Commit to the College - Trustees must commit themselves to the belief that coupling a strong foundation in the Liberal Arts and Sciences with outstanding professional education provides Nazareth students with an unusual capacity to appreciate and realize what life offers as well as the ability to succeed in whatever career they choose to pursue. Trustees must understand and support Nazareth's value-based nature, the touchstones of which are academic excellence, an inclusive campus society, a commitment to community service, and a culture which is neither totally secular nor denominationally exclusive, but one where spirituality is encouraged in a self-selecting way.

2. Attend Board Meetings - Trustees are expected to attend and participate in regular and special meetings of the Board. Regular meetings are generally held four times each year. Trustees are additionally expected to review and familiarize themselves with materials distributed in preparation for such meetings so that the actions of the Board are based on an informed and thoughtful consideration of the issues. Trustees accept expenses of Board attendance as personal expenses.

3. Serve on Committees - Each Trustee should serve and actively participate in the work of at least one standing, college or Board committee and in other settings where his/her particular expertise and input are welcomed as the College agenda is advanced. Assignments are recommended annually by the Committee on Trusteeship for approval and are rotated to expose Trustees to multiple issues confronting the College as well as to bring new insights and input into institutional considerations. Trustees are also expected to chair committees and, upon acceptance of that responsibility, to thoughtfully and energetically exert leadership within the committee.

4. Help Create the Future - Trustees should recognize that the Board is a policy making body. The directions it agrees upon and for which it is the ultimate authority are implemented by the College, which is responsible for the daily management of the institution. In such work, the College recognizes that its Trustees serve as an invaluable well of skills and experiences, deep and diverse, upon which it can draw in the creation of goals, the development of strategic plans and, to the extent appropriate, the realization of its intentions as it proceeds with its work.

5. Select, Evaluate and Compensate the President - Trustees should participate actively in the selection and annual evaluation of the President, ensuring that Presidential goals and those of senior staff are consistent with Board priorities. There is no Board responsibility more important than the selection of the President. While the selection process will involve the College Community in a broadly representative way, the final decision belongs exclusively to the Board of Trustees. Objective performance reviews and the establishment of fair and competitive compensation and benefit plans are an integral part of a productive Presidency.

6. Donate Money and Help Raise It - Trustees should accept the responsibility of providing financial support to the College, assisting its President and the Director of Development in the identification of prospects and participating, as appropriate, in the solicitation of major gifts. They are expected to give priority to the needs of the College in the way they distribute their charitable donations and contribute to Nazareth at a level consistent with their ability in each of three categories: (1) the annual fund, which supports the continuing operations of the College; (b) special campaigns which may be authorized by the Board; and (c) inclusion of the College in their estate plans. The participation of each Trustee to the limit of his/her means makes other fundraising efforts more effective by providing a strong example of leadership.

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7. Promote the College - Trustees should relate the College to the community and the community to the College. Building bridges of understanding between the two is enabling. It encourages the community to call upon the intellectual resources of the College in work that addresses pressing civic needs. It allows Nazareth principals, including students, to engage fully in such work, to both personal and institutional benefit. In the process, the image and influence of the institution is improved - locally, regionally, and nationally. The personal associations and advocacy of Trustees represent a strong force for the relevance, growth, and success of the College.

8. Attend Special Events - Trustees should participate in other Board functions and College activities because such participation enhances those activities and presents Trustees with opportunities to familiarize themselves with the scope, diversity and issues existing in the life of the College. Graduation attendance is particularly important, as it is a very special day in the lives of most who work within and attend the College. It is an uplifting experience, and all Trustees are strongly encouraged to attend.

9. Be a Team Member - Trustees should commit themselves to serving the College as a whole, rather than representing the interests of any particular constituency, to ensure that the actions of the Board are taken for the benefit of the College and not for the benefit of any individual interest or group. Individual Trustees are members of a team - a team of Trustees and a broader team of the College Community. Contributing advice and employing skills in a thoughtful, positive and collaborative way are needed in order to create the best atmosphere possible for institutional progress. Trustees should avoid making judgments on the basis of information received from individuals or groups with any real or perceived grievance. Substantive information relating to issues should be referred by individual Trustees to the Chair of the Board or to the President of the College.

10. Recommend New Trustees - Trustees should recommend to the Committee on Trusteeship individuals who appear to have the interest and attributes needed to serve as a Nazareth Trustee. Trustee turnover is inevitable, and indeed healthy, as the Board seeks to constantly renew itself. Trustees are encouraged to seek out and submit to the Committee on Trusteeship candidates for Board membership. The Committee will authorize staff to research the qualifications of the proposed candidate and thereafter meet to decide whether he/she should be cultivated and eventually placed in nomination for election by the Board of Trustees. A candidate should never be assured of a place at the table of governance, but told only that his/her interest in Nazareth will be brought to the attention of the Committee on Trusteeship and, with its approval, moved forward for consideration by the Board of Trustees, often in tandem with the interest and credentials of other candidates.

11. Behave in an Ethical Manner - Trustees are fiduciaries who serve as stewards of the College's assets and reputation. Trustees have a duty of care that requires them to act prudently, using their best judgment in conducting the business of the College. Trustees also have a duty of loyalty that requires them to place the interests of the College ahead of any competing interests. Specially: (a) all information provided to Trustees which is designated as confidential must remain so (example: information obtained in executive sessions of the Board); (b) care should be taken to speak and be perceived as speaking as individuals, not for the College or the Board (the President is generally the College's spokesperson); (c) all potential conflicts of interest must be disclosed and reviewed; and (d) seeking special favors from or granting special favors to any individual or entity, including employees of the College, is inappropriate.

12. Terms of Office - Trustees are elected by the full Board for a term designated by the Committee on Trusteeship. The Chair of the Committee on Trusteeship, the Chair and Vice Chair of the Board of Trustees, in consultation with the President, will evaluate the performance of current Trustees. Those evaluations will be made known, privately, to individual Trustees. Except as otherwise provided by the Bylaws of the College, Trustees are eligible for re-nomination provided the Trustee has fulfilled his/her responsibilities and maintains the requisite commitment to the College and the Board.

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