4.10 Board Members Code of Conduct

The Board expects of itself, as a whole and of its members, ethical, professional, and lawful conduct. This commitment includes proper use of authority and appropriate decorum when acting as Board Members.

1. Board Members must demonstrate unconflicted loyalty to the interests of the entire community of Maricopa County. This accountability supersedes any conflicting loyalty such as that to family members, the District’s employees, advocacy or interest groups, membership on other boards or staffs, or any personal interests as a consumer of the District’s services. Likewise, Board Members are elected to serve on a nonpartisan basis when serving as a steward on behalf of the college district.
2. Board members are expected to discharge their duties honestly and in good faith. Board Members shall exercise the degree of care, diligence, and skill that a reasonably prudent person would exercise in similar circumstances.
3. Governing Board Members shall be required to participate in training that focuses on public stewardship and institutional ethics. Such training shall be rigorous, practical, and application based.
4. Board Members must avoid any conflict of interest with respect to their fiduciary responsibility.
   
   1. There must be no self-dealing or any conduct of private business or personal services between any Board Member and the organization except as procedurally controlled to assure openness, competitive opportunity, and equal access to “inside” information.
   2. Board Members must not use their positions to obtain employment in the organization for themselves, family members, or close associates. Should a Board member apply for staff employment in the District, he or she must first resign from the Board.
   3. When the Board is to decide an issue about which a member has an actual or potential conflict of interest, that member shall disclose the conflict to the Board and absent herself or himself without comment from not only the vote but also from the deliberation.
   4. Board members will annually complete a form disclosing their involvements and interests that could give rise to a conflict of interest, including but not limited to roles as directors or officers of other organizations, substantial/direct business/investment holdings, or other transactions or affiliations with businesses and other organizations or those of family members. Board Members will promptly update their disclosures if, during the year, a material change in circumstances should occur.
5. Board Members may not attempt to exercise individual authority over the organization except as explicitly set forth in Board policies.
   
   1. Board Members’ interactions with the Chancellor or with staff must recognize the lack of authority in any individual Board Member or group of Board Members except when explicitly Board authorized.
   2. Board Members’ interaction with public, media, or other entities must recognize this limitation and that Board Members are not to speak for the District or the Chancellor, or to speak for the Board, except to repeat explicitly stated Board decisions.
6. Board Members must deal civilly and respectfully with each other, including the use of open and honest communication.
7. A Board Member aware of credible information that suggests that a Board policy has been violated, by either the Board or the Chancellor, has an affirmative obligation to bring the concern to the Board’s agenda for monitoring.
8. Board Members must respect the confidentiality appropriate to issues of a sensitive nature. This includes all items discussed in Executive Session, the confidentiality of which is mandated by Statute.
9. Board members will support the legitimacy and authority of the final determination of the Board on any matter, irrespective of the member’s personal position on the issue.
10. The Board and its members are committed to faithful compliance with the provisions of the Board’s governing policies. To uphold the Board’s integrity and reputation, the Board will constructively address perceived violations of these policies, using the following process:
    
    1. The concerned Board Member (or, if applicable, the Chancellor) is encouraged to have a conversation in a private setting with the Board Member whose actions are perceived to be non-compliant with Board policies. If a complaint pertaining to a Board Member’s conduct is conveyed to the Chancellor by an outside party, the Chancellor shall, as soon as practical, refer the complaint to the President for appropriate action (as outlined herein). If the complaint involves the President, the Chancellor shall refer the matter to the Board Secretary for necessary action.
    2. Second, if the concerned party is not comfortable pursuing such a discussion, or if the conversation does not produce sufficient resolution as agreed on by the concerned parties, either party shall apprise the President, who may choose to address the situation individually with the involved party, or advance to #C below. If the concern involves the President’s actions, the Board Secretary shall be similarly informed.
    3. Third, if the first two steps don’t produce sufficient resolution, or if in the estimation of any of the concerned parties there remains a credible concern that the incident may cause legal or reputational jeopardy to the District, the Board will be apprised of the situation. The Board may request that the Chancellor arrange for an independent review to be conducted for the purpose of advising the Board if noncompliance with its own policies has occurred by an appropriate individual(s). After receipt of the results of the review, or if the Board deems itself to have adequate information without the review, the Board will make a subsequent determination, by vote, as to whether the Board Member’s actions were consistent with Board policy.
    4. If the Board determines that there was no violation of the expectations set forth in the Board’s Governing Policies, the issue shall be considered resolved.
    5. If, in the judgment of the majority of the Board, Board policy has been violated, the Board shall take what it considers to be appropriate steps to remedy the situation and protect the interests of the District. These may include:
       
       1. Reminding the Board Member of the expectation and fiduciary duty to cease such actions/behaviors.
       2. Limiting any authority that has been delegated to the Board Member to represent the Board.
       3. A resolution publicly admonishing the action/behaviors.
       4. A resolution requesting the Board Member’s resignation.
       5. If the party deemed to be in violation of Board policy is an officer, removal from the elected officer position
11. Per Arizona Revised Statutes, Board Members must avoid relationships with outside organizations that do business or may do business with the district, and must also avoid activities and circumstances that could create an appearance that the Board Member seeks to influence the selection of a vendor or the terms of a contract. Board Members shall adhere to the provisions outlined in the Gifts, Gratuities, and Unrelated Compensation Administrative Regulation, which outlines the restrictions for the acceptance of gifts, gratuities, and unrelated compensation from vendors and others that are either doing business with or that seek to do business with the officers, employees, and others who serve as agents on behalf of the Maricopa County Community College District (MCCCD).