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General Conf. Proposes Policy on Board Independence for Higher Education

Emphasizing the importance of denominational policies to the boards of Seventh-day Adventist colleges and universities, the General Conference has issued a proposed new policy on board independence.

The 5-page discussion draft was distributed in April to the presidents of senior colleges and universities plus General Conference officers, education department directors and associate directors, division presidents, and the office of General Counsel.

In the memo accompanying the document, GC Vice President Lowell Cooper said, “this is a matter that has received some preliminary discussion by the General Conference and division presidents, members of the international Board of Education/International board of Ministerial and Theological Education and members of the Adventist Accrediting Agency.”

In response to questions about the document, Cooper added, “This subject has gained fairly widespread attention in recent years. Both the Association of Governing Boards and Western Association of Schools and Colleges (WASC) Accrediting Association have put out statements on this topic. Similar issues are being talked about in other countries as well and the focus is not just confined to private or not-for-profit institutions. Further, Church and institution leaders worldwide want to accurately describe SDA institutional operations when working with governments for the granting of charters, etc. to establish universities recognized by the government.”

In addition to this broad interest in the topic, there is a more specific significance to the proposal, because this is a major issue in the La Sierra University accreditation discussions with both the Adventist Accrediting Agency and the Western Association of Schools and Colleges, as well as the lawsuit by three former La Sierra University administrators.

One of the key provisions in the WASC document, to which Cooper referred, focuses on an institution’s relationship with “related entities.” It says, “The underlying principle is that the governing board must be able to make decisions in the best interests of the educational entity or . . .  it is responsible for the ‘quality, integrity, and financial sustainability of the institution and for ensuring that the institution’s mission is being achieved.’ Governing boards are accountable to the institution’s constituents and to the public. In carrying out this charge, the board must be free from influence or control by persons who have competing or multiple interests and divided loyalties. . . . A general principle of governance is that an educational institution’s board and administration should preserve their independence from donors, elected officials, and external parties, such as ‘related entities’. . .”

In the General Conference’s proposed policy, there is also a section on “related entities.” It reads, “Boards of trustees govern their institutions as part of the Seventh-day Adventist Church and thus carry very significant responsibility for knowing and assuring that institutional strategies/policies/practices are consistent with established denominational policy and mission purposes. A board is not free to disregard established denominational policy by claiming that the organization setting denominational policy is an external party (i.e. not the formal constituency or membership) and therefore limited in its ability to influence the operations of the institution.”

Another one of WASC concerns is independence of an institution’s board chair. Their statement reads:

Concerns can arise when the board chair is responsible to a related entity, such as a religious institution, or serves as chair of more than one educational institution. The board chair has a special leadership role, for example, in setting agendas, making appointments, and leading discussions, and therefore can wield more influence than other board members. Whatever loyalties the board chair may have to other entities, the board chair must act in the best interests of the educational institution when acting as board chair. The board chair should not have extensive authority to act alone but should ordinarily act with the advance approval and consent of the board and should respect limits on the chair’s authority as set forth in the bylaws or comparable organizing documents. Finally, a serious potential conflict exists if one person serves simultaneously as board chair of two institutions of higher education, which may be competing for students, faculty, and/or resources; therefore this practice is discouraged and will be subject to careful scrutiny by teams.

The General Conference Proposed Policy views this issue differently. It says:

The Seventh-day Adventist Church recognizes, with certain limitations, that a trustee may serve simultaneously on more than one board. General Conference policy outlines the following framework for persons serving on multiple boards:  “Because of the common objectives embraced by the various organizational units and institutions of the Seventh-day Adventist Church, membership held concurrently on more than one denominational committee or board does not of itself constitute a conflict of interest provided that all the other requirements of the policy are met. However, an officer, trustee, or director serving on an organization’s board is expected to act in the best interest of that organization and its role in denominational structure.[1]

Pacific Union Conference President Ricardo Graham currently chairs the boards of both La Sierra University and Pacific Union College. This is an issue that was being addressed in the revisions being made to LSU’s bylaws.

The comment period for the General Conference document runs until May 31. Comments have been solicited from:

  • General Conference Officers
  • GC Education Department Director and Associate Directors
  • Division Presidents
  • Division Education Department Directors
  • Presidents of senior colleges and universities
  • General Conference Office of General Counsel

Since, in the North American Division, the unions operate the colleges, it might be noteworthy that union officers and education directors have not been directly invited to respond to the document. However, when Cooper was asked if the policy is being considered to fulfill a need by the General Conference to exert some control of union-operated institutions, his answer was an unqualified NO.

Cooper said he was not sure where in its final form the proposed policy will be placed—whether it would become part of the church’s Working Policy, or its accreditation guidelines, or suggested to institutions as something to incorporate into their bylaws. It is supposed to be considered for a vote by the Annual Council in October.

—Bonnie Dwyer is the editor of Spectrum.


[1] General Conference Working Policy 2011-2012, E 85 05.

GC Policy on Academic Board Independence

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