POLICY OF BOARD OF TRUSTEES OF PEARL RIVER COMMUNITY COLLEGE
Adopted: Tuesday, July 9, 2024
Reference: Administrative
Policy:
The Pearl River Community College Board of Trustees is expected to conduct its business transactions with the integrity that is expected under the law and the traditions of an institution of higher education. Board members have a legal and ethical responsibility to maintain compliance with laws regarding board conflicts of interest. Guidelines are given to determine when a conflict of interest may exist, along with avenues for additional information, and the consequences for violating state ethics laws.
Procedure:
Definition of Conflicts of Interest
A conflict of interest will be deemed to exist whenever an individual is in the position to approve or influence College policies or actions which involve or could ultimately harm or benefit financially: (a) the individual; (b) any member of his or her immediate family (spouse, parents, children, brothers or sisters, and spouses of these individuals); or (c) any organization in which he or she or an immediate family member is a director, trustee, officer, member, partner or shareholder or has a substantial financial interest. For further information, please consult the Mississippi Code of 1972, Annotated, Sections 25-4-101 et seq., and Section 1200 of the Policies and Bylaws of the Board of Trustees for Institutions of Higher Learning.
Process
Upon appointment to the Board of Trustees, the Secretary of the Board shall provide each board member a copy of the Board Policy on Conflicts of Interest and the Disclosure Form for Board Members. Subsequent to their initial appointment, on or about July 1 of each year, the Secretary of the Board shall distribute the Disclosure Form to each board member. The board member shall return the form within 30 days to the Secretary of the Board. The Disclosure Forms will be reviewed by the Chairman, and as appropriate, with the President and legal counsel. The Secretary of the Board shall maintain all disclosure forms.
Disclosure of Conflicts of Interest
A Board member shall disclose a conflict of interest: (a) prior to voting on or otherwise discharging his or her duties with respect to any matter involving the conflict which comes before the Board or any committee; (b) prior to entering into any contract or transaction involving the College; (c) as soon as possible after the Board member shall learn of a conflict of interest in any other context. Disclosure of the material facts surrounding the Board members’ conflict of interest shall be made to the Chairman of the Board and, in the case of a committee, the chair of that committee. The Board Chairman shall inform the other members of the Board or committees prior to any action thereon.
Failure to Disclose Conflicts of Interest
Failure to disclose adequately a potential or actual conflict of interest shall constitute cause for removal from the Board.
Approval of Conflicts of Interest
Following receipt of information concerning a contract or transaction involving a potential conflict of interest, the Board shall consider the material facts concerning the proposed contract or transaction including the process by which the decision was made to recommend entering into the arrangement on the terms proposed. The Board shall approve only those contracts or transactions in which the terms are fair and reasonable to the College and the arrangements are consistent with the best interests of the College. Fairness includes, but is not limited to, the concepts that the College should pay no more than fair market value for any goods or services which the College receives and that the College should receive fair market value consideration for any goods or services that it furnishes others. The Board shall set forth the basis for its decision with respect to approval of contracts or transactions involving conflicts of interest in the minutes of the meeting at which the decision is made, including the basis for determining that the consideration to be paid is fair to the College.
Voting
If a Board member discloses an actual or potential conflict of interest, that board member may not be present for the discussion or the voting on such matters.
Validity of Actions
No contract or other transaction between the College and one or more of its Board members, or between the College and any other corporation, firm, association or other entity in which one or more of its Board members are directors or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Board member(s) are present at the meeting of the Board, or of a committee thereof, which authorizes such contract or transaction, or that his or her or their votes are counted for such purpose, if the material facts as to such Board member’s interest in such contract or transaction and as to any such common directorship, officer ship or financial interest are disclosed in good faith or known to the Board or committee, and the Board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested Board members.
