TAP No. 63: University Advisory Boards

TAP No. 63: University Advisory Boards

Scope

This Policy applies to University Advisory Board and Mandated Advisory Board members, and to the following groups of Duquesne University: senior executive, academic, and administrative leadership of the University.

Internal advisory boards comprised wholly of faculty, staff, and students are not covered by this policy, nor are ad hoc curricular bodies/programmatic advisory committees, even if they include external members.

Purpose

This Policy establishes the requirements related to University Advisory Boards and Mandated Advisory Boards.

I. Definitions

1. University Advisory Boards are bodies composed of members who are external to the University's campus community. The purpose of University Advisory Boards is for the University and its academic and operating units to benefit from the advice and perspectives, and the fundraising and/or volunteer support of, outside experts, constituencies, community members, alumni, and others. University Advisory Boards do not possess any decision-making authority and generally have no fiduciary responsibilities. University Advisory Boards can only be established and/or continued by, or with the prior or continuing approval of, the President, Vice Presidents, or Deans (the "Sponsoring Authority").
2. Mandated Advisory Boards are those bodies required for compliance with legislative or accreditation directives. These boards typically have a mix of internal and external members, and may have the responsibility to act on behalf of the University in very limited cases, as required by relevant legislation or regulations.

II. University Advisory Board Establishment and Responsibilities

1. In order for the University and its academic and operating units to benefit from the advice and perspectives, and the fundraising and/or volunteer support of, outside experts, constituencies, community members, alumni, and others, these units may seek to establish University Advisory Boards. The President, Vice Presidents, or Deans of the University have the sole authority to act as the Sponsoring Authority to establish, continue, and/or approve the establishment of University Advisory Boards for their areas or for units that report to them.
2. Nominations for potential University Advisory Board members shall be made to the relevant Dean or Director. The relevant Dean or Director shall submit all nominations of which they approve to the Executive Vice President and Provost, and the President. All nominations must be approved by the Executive Vice President and Provost, and the President. The term of the Advisory Board member is three years, but such term may be renewed through the same process set forth above. 
3. University Advisory Boards have no legal authority to commit the University to any course of action or to require any action. Their members have no fiduciary responsibilities. The Board of Directors and Members of the Duquesne University Corporation possess sole legal authority and fiduciary responsibility for Duquesne University. The description of this authority is found in the Articles of Incorporation and the By-Laws of the University.
4. Accordingly, University Advisory Boards:
   1. are advisory in nature;
   2. have no authority to require action by the University;
   3. have no legal authority to act for or on behalf of the University; and
   4. have no direct or indirect authority to:
      1. determine policies, processes, guidelines, protocols, values, or the like for the University and/or its academic units;
      2. direct, limit, or constrain academic or scientific inquiry, work, or programs; or
      3. interfere with academic freedom as set forth in the University faculty handbook. University Advisory Boards established in accordance with this
         
         Policy must explicitly set forth these parameters in their establishing documents. University Advisory Boards created prior to this Policy's effective date are subject to the same parameters and shall be informed in writing of the same, which will serve as a confirmation of the established governance structure and practices.
5. In addition, the University Advisory Board's Sponsoring Authority must retain all documents establishing the Advisory Board and describing its role and mission. The Sponsoring Authority must also maintain membership lists and completed conflict-of-interest disclosures.

III. Mandated Advisory Boards

1. Advisory Boards that are mandated by specific legislative or accreditation requirements and that may be composed both of external and internal members may have a very narrow mandate to act on behalf of, or represent, the University. In these cases, notice of the creation of any Mandatory Advisory Board should be reported to the Senior Vice President and General Counsel, and the Office of Legal Affairs and the Office of Risk Management will review the scope of activities carried out by the Mandated Advisory Board to determine legal compliance and the appropriate insurance coverage that may be required.

IV. Conflict of Interest

1. All board members for University and Mandated Advisory Boards with conflicts of interest, as defined by TAP No. 33 Conflict of Interest and/or Section II(B) of this Policy, must complete the conflict-of-interest disclosure described in TAP No. 33 every three years.
2. Further, board members for University and Mandated Advisory Boards must be familiar with the following:
   1. If a member of an Advisory Board or a Mandatory Advisory Board influences, or could attempt by their advice to influence, decisions on matters in which any conflict, or appearance of conflict, exists between the member's personal interests and the interests of the University, the member must either (1) refrain from involvement in the matter, or (2) disclose the conflict and where appropriate in the University's sole discretion, secure approval from the Board's Sponsoring Authority prior to involvement in this matter to manage the conflict consistent with TAP 33. Examples of safeguards include competitive bids or final approval of decisions by the appropriate University authority;
   2. An Advisory Board member is presumed to have a conflict of interest when he or she has an existing personal, professional, or business relationship that impairs, or that might appear to impair, that individual's impartial advice to the University and that may not be or appear not to be in the best interests of the University; and
   3. In no case should personal interests of an Advisory Board member, or a conflict of interest, result in purchase terms which are less favorable than those from other suppliers, or use of assets or resources of the University solely for the personal or financial gain of the Advisory Board member or any other person or entity.
3. This Policy is to be interpreted and applied in a manner that will best serve the interests of the University. In some cases, after full disclosure to those concerned, it may be determined that the University's interests are served despite an apparent conflict of interest. In addition, although Advisory Board members will not be given unfair advantage when competing with other vendors, if they demonstrate competitive quality, price, and delivery, they may receive priority consideration.

V. Internal Boards/Bodies

1. Internal advisory boards, ad hoc curricular bodies, and programmatic advisory committees composed of employees and/or students of the University are not covered by this Policy. Nevertheless, these boards/bodies do not have independent decision-making authority or the ability to require action by the University. It is also understood that these boards/bodies may on occasion have as members, or consult with, topical experts external to the University.

VI. Records Requirements

1. On or around December 1, each year, all members of University and Mandated Advisory Boards with known conflicts of interest as defined by TAP No. 33 Conflict of Interest and/or Section IV(B) of this Policy are required to complete and submit to the Board's Sponsoring Authority a conflict-of-interest disclosure form. This form is available both in the appendix of this policy and attached to TAP No. 33. It is the responsibility of the Sponsoring Authority to procure these completed statements and retain them as required by this Policy and TAP No. 39, the University's policy on record retention.
2. The Board's Sponsoring Authority shall also retain establishing documents and membership lists as described herein.
3. Additionally, copies of establishing documents and membership list must be sent to the Office of the Provost.

VII. Related Information

TAP No. 33, Conflict of Interest

VIII. Violations

Violations of this policy will be reviewed on a case-by-case basis and are subject to formal disciplinary action up to and including termination of employment for University employees and being declared ineligible to serve for external Board members.

IX. History

Date of most recent revision: August 2024.

X. Ownership of Policy

Office of the Provost - Division of Academic Affairs