Counseling & Governance
Franczek helps governing boards and senior leadership comply with the extensive array of external laws, contractual obligations, and internal policies and procedures required to govern an institution of higher learning in the new millennium. Depending upon the institution, these may include federal, state, and local laws, regulations, and constitutional constraints; collective bargaining agreements and contracts with business partners; institutional rules and regulations; rules and regulations of religious denominations; and established custom and practice within the institution or within the higher education community. We work with college and university leadership to develop policies, practices, and programs that help an institution comply with applicable laws and policies without losing sight of its core values and mission.
Specifically, we advise institutions about issues of organizational structure, governance, control, liability, finances, and accountability. Our experience in working with boards includes drafting and updating governing board bylaws, conflict of interest policies, compliance programs and governance documents necessary to comply with IRS Form 990 revisions. We also advise boards on an ongoing basis about evolving best practices and help educate the board and its committees about how these current policies and evolving “best practices” play out at the particular institution. We work closely with public institutions to design policies and implementation strategies for compliance with Freedom of Information Acts (FOIA), Open Meetings Acts (OMA), and other laws governing records disclosure, trustee elections and referenda, records retention, and ethics. We also develop and review contracts, program affiliation agreements, and study abroad documents, including releases and affiliations with foreign institutions.
Another essential aspect of governance is compliance with evolving best practices in employment, and we frequently consult with institutions in the drafting and implementation of updated, effective policies. We are highly experienced in advising administrators, faculty committees, and governing board members about “best practices” in tenure policies, and in the proper implementation of tenure procedures, financial exigency policies, due process requirements, anti-discrimination policies, and other critical employment rules or regulations. Not only do we help institutions draft and update such policies but we also help them educate employees about the provisions of these policies and implement them in difficult investigation, whistleblower, or disciplinary situations, consistent with their internal policies and with the applicable law.
With respect to colleges and universities that do not employ in-house counsel, our attorneys serve as a first point of legal contact and advise the institutions about general governance and management issues. For these clients, we perform a full range of “outside general counsel” services focused upon proper drafting and implementation of board bylaws, articles of incorporation, charters, resolutions, reports, and conflict-of-interest policies; we also prepare and deliver board training sessions to help new trustees, directors, and senior administrators use best practices comply with legal requirements, and fulfill their fiduciary duties. We offer related service to boards, board committees, and senior administrators with respect to compliance with applicable state laws and IRS requirements.