CEC Governing Board Policy

Conflict of Interest

Conflict of interest is a personal financial interest that is immediate, definite, and demonstrable, and which is or may be in conflict with the public interest. If a Board Director has a personal or financial interest in any matter being considered by the Board, the Director shall disclose such interest to the Board, shall not vote on the matter, and shall not attempt to influence the decisions of other Directors.

• Directors are expected to avoid conflict of interest in the exercise of their fiduciary responsibility.
• A Director may not:
• Disclose or use confidential information acquired during the performance of official Board duties as a means to further their own personal financial interest or the interest of an immediate family member.
• Accept a gift of substantial value or economic benefit which would tend to improperly influence a reasonable person, or which the Board Director knows or should know is primarily for the purpose of a reward for official
• Engage in a substantial financial transaction for private business purposes with a person whom the Board Director directly
• Perform an official act which directly confers an economic benefit on a business in which the Board Director has a substantial financial interest or is engaged as a counsel, consultant, representative, or
• The Governing Board shall not enter into any contract with any of its Directors or with a firm or corporation in which a Director has a financial interest unless one or more of the following apply:
  • The contract is awarded to the lowest responsible bidder based on competitive bidding
  • The merchandise is sold to the highest bidder at a public
  • The transaction involves investing or depositing money in a financial institution which is in the business of loaning money or receiving
  • If, because of geographic restrictions, the school could not otherwise reasonably afford the contract because the additional cost to the school would be greater than 10 percent of the contract with the interested Director or if the contract is for services that must be performed within a limited time period and no other contractor can perform the
  • If the contract is one in which the Director has disclosed a personal interest and is one on which he/she has not voted or has voted as allowed in state law following disclosure to the Colorado Secretary of State and to the CEC Governing
• Except as described above, a Director shall not be a purchaser at any sale or a vendor for any purchase made by the
• A Director may request an advisory opinion from the Colorado Secretary of State concerning issues relating to his/her conduct and potential conflict of
• Each Director will annually acknowledge and sign the “Board Conflict of Interest” form.

Board Meetings, Executive Sessions, and Virtual Meetings

Regular Meetings. The Board shall abide by Colorado’s Open Meetings Law (C.R.S. 24-6-401). All meetings shall be open to the public except when, at any regular or special meeting, the Board proceeds into executive session upon a two-thirds majority vote of the quorum present.

Regular Board meetings shall be held no less than once a month (except June). The Board will pass a resolution outlining the dates and locations of each regular meeting. Adequate notice will be given in the event of a change in time or place of Board meetings. Regular Board meetings may be held at any CEC location. A yearly schedule will be posted on the CEC website and at CEC Fort Collins.

• No business other than that stated in the notice of the meeting shall be transacted unless the item is reasonably related to the subject matter on the notice or all Board Directors are present, and all Board Directors consent to consider and transact other business.
  • All Board Directors will adhere to the CEC Governing Board Meeting Expectations and Protocols form. Each Director will annually acknowledge and sign the CEC Governing Board Meeting Expectations and Protocols form.
• All Board meetings will be recorded, with exceptions as noted under executive sessions. Recordings will be maintained in accordance with CEC’s records retention policies and Colorado law.

Virtual CEC Governing Board Meetings. Directors may participate in Board meetings by electronic means as permitted by law and the Bylaws. The Board President may establish meeting protocols to ensure orderly participation.

Public Comment. The Board may provide an opportunity for public comment at regular meetings. Individuals addressing the Board during Public Comment will be limited to a maximum of 3 minutes per person. Should members of the public have questions for the Board that require a response, questions must be submitted to the Board President in writing via email to cecgoverningboard@coloradoearlycolleges.org who will then respond via email.

Executive Sessions. Board meeting agendas will provide notice of any upcoming executive session. During the Board meeting, the Board President will state that the Board is entering executive session, identify individuals who are invited to enter the executive session, cite the specific Colorado Revised Statute(s) to be addressed in executive session, and note the particular issue to be discussed in as much detail as possible without compromising the purpose for which the executive session is authorized.

The Governing Board may hold an executive session for the sole purpose of considering any of the following matters. The electronic record must include the specific statutory citation that allows the Board to meet in executive session.

• R.S. 24-6- 402(4)(a). Purchase, acquisition, lease, transfer, or sale of any real, personal, or other property. However, no executive session shall be held to conceal the fact that a Director of the Board has a personal interest in such property transaction.
• R.S. 24-6-402(4)(b). Conferences with an attorney for the purpose of receiving legal advice on specific legal questions. The mere presence or participation of an attorney at an executive session shall not be sufficient to satisfy this requirement.
• R.S. 24-6-402(4)(c). Matters required to be kept confidential by federal or state law or regulations. An announcement will be made indicating the specific citation to state or federal law, which is the reason the matter must remain confidential.
• R.S. 24-6-402(4)(d). Specialized details of security arrangements or investigations.
• R.S. 24-6-402(4)(e). Developing strategy for negotiations, instructing negotiators, and determining positions relative to matters that may be subject to negotiation.
• R.S. 24-6-402(4)(f). Personnel matters, except if an employee who is the subject of an executive session requests an open meeting. If the personnel matter involves more than one employee, all of the employees must request an open meeting. Discussion of personnel policies that do not require discussion of matters specific to particular employees are not considered “personnel matters.”
• R.S. 24-6-402 (4) (g). Consideration of any documents protected under the mandatory nondisclosure provision of the Open Records Act, except that consideration of work product documents subject to the governmental or deliberative process privilege must occur in a public meeting, unless an executive session is otherwise allowed.
• R.S. 24-6-402 (4) (h). Discussion of individual students where public disclosure would adversely affect the student(s), e.g., student grievances.
• C.R.S. 24-6-402 (4) (i). Negotiations concerning the terms of an employment contract with head of school finalists or interviews of finalists if the board has named more than one finalist and interviews with each have been conducted publicly.

Only those individuals invited by the Board President may be present during any executive session regardless of the topic of the session (including personnel matters).

The Board shall not make final policy decisions; adopt or approve any resolution, policy, or regulation; or take formal action of any kind during an executive session.

Executive sessions will be recorded, except when conferencing with an attorney for the purpose of receiving legal advice on specific legal questions or when discussing an individual student where public disclosure would adversely affect the person or persons involved. Recordings of executive sessions will be kept on file for 90 days following the session and will be routinely destroyed once the 90-day deadline expires. The Board will designate a note-taker should the recording device fail in an executive session.

After adjourning the executive session, the Board will resume the public meeting and may take action on the matter discussed.

Special Board Meetings. Special Board meetings may be called by the Board President at any time or shall be called by the Board President upon the written request of any three Directors. Notice of any special meeting shall be given in accordance with Colorado Sunshine Law, the Bylaws, and the charter contracts.

• The Board’s Secretary or designee shall be responsible for giving email notice of any Special Meeting to each Director at least 24 hours in advance. The notice must contain time, place, purpose of the meeting, and meeting agenda.