MEETING OF THE BOARD GOVERNANCE AND OPERATIONS COMMITTEE
OF THE BOARD OF TRUSTEES
HOUSTON COMMUNITY COLLEGE SYSTEM
August 15, 2005
Minutes
The Board of Trustees of the Houston Community College System held a Meeting of the
Board Governance and Operations Committee on Monday, June 14, 2005, at the System
Administration Building, Seminar Room B, Second Floor, 3100 Main, Houston, Texas.
COMMITTEE MEMBERS PRESENT
Diane Olmos Guzman, Chair
Bruce A. Austin
OTHER BOARD MEMBERS PRESENT
Jay K. Aiyer
ADMINISTRATION
Bruce H. Leslie, Chancellor
Doretha Eason, Interim Deputy to the Chancellor
Gloria Walker, Vice Chancellor, Finance and Administration
Miles LeBlanc, General Counsel
Willie Williams, Interim Executive Director, Human Resources
Paralee Shivers, Executive Director, Small Business Program
OTHERS PRESENT
Jarvis Hollingsworth, System Counsel, Bracewell & Giuliani
Carolyn Hanahan, Feldman & Rogers
Other administrators, citizens, and representatives of the news media
CALL TO ORDER
Mrs. Olmos Guzman called the meeting to order at 1:25 p.m. and declared the
Committee convened to consider matters pertaining to the Houston Community College
System as listed on the duly posted Meeting Notice.
Board Retreat
Dr. Leslie distributed a proposed agenda for the Board Retreat scheduled for September 1617, 2005. The agenda included the electronic agenda and calendar project, the strategic
plan, finalizing the Chancellor’s evaluation, board self-assessment, and Trustee legacy
facilitated by Dr. Narcissa Polonio. There was consensus that the agenda accurately
reflected the Board’s objectives for the retreat.
Houston Community College System
Board Governance and Operations Committee – August 15, 2005 – Page 2
Electronic Board Meeting and Calendar Project
Electronic Board Meeting - Dr. Eason reported that substantial progress has been made on
implementing the project. A server and laptop computers have been purchased. A meeting
is scheduled with legal counsel and Trustees Austin and Olmos Guzman, who volunteered to
participate in the pilot phase. The board meeting software will be customized to fit HCC’s
needs and then uploaded to the server. Counsel is reviewing the legal implications and
guidelines to be incorporated into training materials for the Board. An overview of the
online board meeting will be presented at the Retreat, including the hardware configuration
and legal guidelines in terms of using the equipment. Following the Retreat, IT will assist in
finalizing the modifications, uploading software, and training. Two mock training sessions
are planned for the Committee of the Whole. Trustees will receive one-on-one training if
necessary. The Board will decide when to go online.
Mr. Hollingsworth and Mr. LeBlanc will address legal implications in terms of the Public
Information Act and Open Meeting laws, as well as security issues inherent in sending
information online.
Electronic Calendar – The software is being loaded and Ms. Mondragon is setting up
templates for the various calendars, which will assist Trustees in managing their individual
schedules.
Small Business Development Program
Paralee Shivers, Program Director, presented a status report on the Small Business
Development Program. The Principle Partnering Group assisted in a program assessment,
which identified major accomplishments including consistent goal achievement, online
vendor/SBE certification listings; procurement website; and procurement awards and
opportunities listings. Mr. Austin emphasized the need to keep the Small Business
Development Program separate from procurement operations. System and general counsel
will work with Program staff to avoid any restrictive procurement practices.
Future initiatives include outreach and compliance, increased visibility, employee
awareness, technical assistance and training, award and payment tracking, and assisting
small businesses to become more competitive for small projects. The 2006 action plan will
focus on Phase 1 – planning and implementing projects, Phase 2 - education and outreach
and Phase 3 - evaluation and measuring program success.
Amendment to Board Bylaws – Article 8, Section 3.3
Recommendation: Discuss and recommend for adoption a proposed Bylaw and set of
guidelines relating to individual Trustee accounts for community affairs, in the amount of
$5,000.
The proposed Bylaw set forth permissible uses of these funds and procedures for requesting
funds from Trustee accounts. Mr. Hollingsworth advised that the expenditure of funds must
meet certain requirements, which he would discuss in closed session. Dr. Leslie sought
direction on the Board’s desired role in public relations.
Houston Community College System
Board Governance and Operations Committee – August 15, 2005 – Page 3
Action: Further discussion was tabled for the next meeting of the Committee. There was
consensus to utilize one collective account, implement a reporting mechanism, and clarify
guidelines for Board staff in responding to requests. Mr. Hollingsworth will draft another
version of the Bylaw for discussion at the next meeting. The Trustees requested a master list
of ongoing events they routinely attend. Mr. Hollingsworth and Gloria Walker will meet to
discuss the source of funds.
(Mr. Aiyer left the meeting at 2:30 p.m.)
Proposed Revisions to Board Bylaws
Mr. Hollingsworth reported that portions of the Board Bylaws are in need of revision or
updating. He advised the Board to begin with a review of Article 7 – General Board
Meetings and Article 8 – Board Operations. Mr. Hollingsworth will draft a revision of the
articles for further discussion at the next meeting of the Committee. Mr. LeBlanc added that
recent legislation regarding trustee absences should be reflected in the Bylaws.
House Bill 914
Mr. Hollingsworth briefed the Board on recent legislation regarding the conflict of interest
laws that govern trustees and political subdivisions. HB 914, which became effective June
18, 2005, requires Trustees and chief executive officers to provide a conflict of interest
report if they receive more than $250.00 in aggregate in a year from anyone who is either
seeking a contract or currently doing business with the college. The legislation prescribes
that the Ethics Commission will develop the report to be submitted. The political
subdivision may require other staff members to submit reports as well. Vendors are also
required to report. Reports must be filed even if there is no activity.
Revised HCC Governance Policies
Recommendation: Discuss and recommend adoption by the Board of Trustees of revised
HCC Governance Policies.
Carolyn Hananan, Feldman & Rogers, revised the Governance policies pursuant to the
Chancellor’s directive to streamline policies by removing legal references and focusing on
local practices. In meetings with the System and General Counsel, she was asked to include
portions of the Board Bylaws regarding ethics. Recent changes to the Board bylaws and
detailed procedures on conflict of interest have not been included at this point. The
Executive Team reviewed the policies and agreed they were ready for Board review.
Action - Additional modifications will be made to the Governance policies for further
review and discussion at the next meeting of the Committee.
With no further business, the meeting adjourned at 2:56 p.m.
Minutes Recorded & Submitted by:
Sharon Wright, Executive Administrative
Assistant, Board Services
Houston Community College System
Board Governance and Operations Committee – August 15, 2005 – Page 4
Minutes Transcribed by:
Linda Gray, Records Officer
Board Services
Minutes Approved as Submitted:
October 27, 2005