MEETING OF THE
BOARD GOVERNANCE COMMITTEE
OF THE BOARD OF TRUSTEES
HOUSTON COMMUNITY COLLEGE
May 10, 2012
Minutes
The Board Governance Committee of the Board of Trustees of Houston Community
College held a meeting on Thursday, May 10, 2012 at the HCC Administration Building,
3100 Main, 2nd Floor, Seminar Room A, Houston, Texas.
COMMITTEE MEMBERS PRESENT
Bruce A. Austin, Committee Chair
Eva Loredo, Committee Member
Neeta Sane, Committee Member
Mary Ann Perez, Alternate Committee Member
Yolanda Navarro Flores
Sandie Mullins
Carroll Robinson
Richard Schechter
ADMINISTRATION
Mary S. Spangler, Chancellor
Art Tyler, Deputy Chancellor/COO
Renee Byas, General Counsel
Shantay Grays, Interim Executive Officer to the Chancellor
William Carter, Vice Chancellor, Information Technology
Charles Cook, Vice Chancellor, Instruction
Diana Pino, Vice Chancellor, Student Services
Daniel Seymour, Vice Chancellor, Institutional Planning and Effectiveness
Margaret Ford Fisher, President, Northeast College
Fena Garza, President, Southwest College
William Harmon, President, Central College
Zachary Hodges, President Northwest College
Irene Porcarello, President, Southeast College
Betty Young, President, Coleman College
Remmele Young, Executive Director Government Relations and Sustainability
Karen Edwards for Willie Williams, Chief Human Resources Officer
OTHERS PRESENT
Jarvis Hollingsworth, System Counsel, Bracewell & Giuliani
Thomas Urban, President, Faculty Senate
Other administrators, citizens and representatives from the news media
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Board Governance Committee – May 10, 2012 - Page 2
CALL TO ORDER
Mr. Austin called the meeting to order at 2:30 p.m. and declared the Committee convened
to consider matters pertaining to Houston Community College as listed on the duly posted
Meeting Notice.
The following items were pulled from the agenda:
• Black History Gala Resolution of Support
• Office of General Counsel Contract Protocol Policy
Mr. Robinson informed that when reviewing Office of General Counsel contract protocol
policy, administration needs to consider if government grants should be dealt with
differently than private grants.
Ms. Loredo took a point of personal privilege and acknowledged that it was teachers and
nurses appreciation week.
PROPOSED REVISION TO BOARD BYLAWS
Motion – Ms. Loredo moved and Mrs. Sane seconded.
Mr. Robinson informed that he met with Board Counsel and General Counsel regarding the
ethics concerns with procurement and expressed appreciation for placing the item in a
format to be presented by Board Counsel.
Mr. Hollingsworth provided a consanguinity (blood relative) and affinity (legal by marriage)
relationship chart.
(Mrs. Flores joined the meeting at 2:37 p.m.)
Mr. Hollingsworth apprised that the state statute requires that the relationships of
consanguinity and affinity be disclosed; however, the request of Trustee Robinson is that
there is prohibition from procurement altogether.
Mr. Schechter apprised that he is concerned with the $15,000 of the fair market value of the
business entity because of the possibility of stockholdings and retirement plan holdings. He
inquired if each family member would have to be polled regarding their stockholdings. He
informed that he does not have an issue with the ten percent ownership of a company or
ten percent income.
Mr. Austin informed that previous discussions included a statement that would prevent
inadvertently hurting third persons unintentionally.
Mr. Hollingsworth noted that he would like to review the issue in more detail to research
case laws because it would include a significant number of companies. He informed that if
the Board desire is to choose which of the four criteria in the definition of substantial
interest would accomplish the overall goal to limit conflicts of interest, consideration should
be given to which are most effective and least intrusive.
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Board Governance Committee – May 10, 2012 - Page 3
Mr. Austin noted that the amendment has to have some legislature intent.
Mr. Robinson informed that his intent was that up to the first cousin could not do business
with the system. He addressed that the issue raised by Mr. Schechter regarding the
definition of ownership and noted that he does not have a problem eliminating the dollar
amount and keeping the ten percent ownership. He noted that he requested a safe harbor
provision be included.
Mr. Robinson apprised that it can be drawn down to the first degree not able to do business
with the college and that the $15,000 could be removed. He informed that his goal is to go
beyond disclosure and eliminate possible conflicts of interest all together.
Ms. Perez inquired how the measure will be enforced. Mr. Hollingsworth noted that the item
would be ownership or income. He apprised that the definition of substantial interest could
be chosen from among the four items listed.
Mr. Schechter noted that the item needs to be further vetted. He requested gross income
be reviewed and noted that he is concerned with sale of stock and capital gain. Mr.
Schechter recommended specific language to include gross income, not capital gain.
(Mr. Robinson stepped out at 2:53 p.m.)
Mr. Hollingsworth requested the opportunity to review further.
(Mr. Robinson returned at 2:54 p.m.)
Mr. Hollingsworth noted that there are two aspects of the item. The first is ownership and
the other is employment. Mr. Schechter recommended Mr. Robinson work with Mr.
Hollingsworth and bring the item back.
Mr. Robinson apprised that he is okay with the proposal. He realized that Mr. Schechter’s
concern is regarding ownership. He informed that the only difference from what is currently
in place and what is recommended is that currently Trustees are required to sign a
document stating relationship; however, the recommendation is that the college does not
conduct business with the company.
Mr. Austin clarified that elimination of doing business with anyone who falls within the
parameters and inquired if there are any possible unforeseen unintended consequences,
specifically with charities and the like. He noted that the law usually allows a conflict if the
benefit produced is for the institution.
Mr. Hollingsworth noted that constitutionally, whatever is put in place should narrowly be
tailored to meet government objectives. He apprised that in this case, the government
objectives are what is best for the institution, what enhances student success.
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Board Governance Committee – May 10, 2012 - Page 4
Mr. Austin informed that the attorney general does not include cities and school districts in
definition of business.
Mr. Hollingsworth noted that the policy would exclude governmental bodies, which includes
public universities from the definition of business entity. He also informed that the policy
would prohibit ownership, employment and serving as an officer or director of a company of
which the college conducts business with.
Mr. Austin recommended adding a provision for exceptions for the benefit of the institution
and/or students.
Mr. Robinson noted that the reason he is offering the proposal is that there were issues
regarding the Board and practices. He informed that his goal is to eliminate the issue
because there are ramifications for the actions. He apprised that he is okay if the Board
votes down the proposal.
Ms. Perez noted that as Chair of Board Governance in 2010 she implemented procedures,
and Trustee Austin, Committee Chair in 2011 streamlined those procedures even more.
She informed that those things that previously happened were prior to policy changes. She
apprised that the Board currently has the strictest policy.
BYLAWS REVISION REGARDING ARTICLE A
Mr. Hollingsworth referenced the redlined version of the bylaws and noted that the revisions
would limit the frequency and the amount of political contributions for Board members. He
noted that the notion is similar to that adopted by the City of Houston where funds are
raised in election year only and fundraising would be January 1 through December 31.
Mr. Austin inquired what was the reason for the recommended revision.
Mr. Robinson noted that the campaign finance contribution unduly impacts elected officials’
judgment. He apprised that the purpose of adopting campaign finance reform is that the
Board agreed as a matter of policy there is an effort to eliminate the appearance of a
conflict of interest.
Mr. Austin suggested capping the amount, black-out period and any prohibition used in a
six- year term be dealt with separately. Mr. Hollingsworth apprised that the
recommendation is to cap at $5,000.00 per individual and $10,000 per family/entity within
the 12 month period.
Mr. Hollingsworth informed that there will be a safe harbor provision which will require
return of funds upon realization of the improper donation.
Mr. Schechter informed that this policy will not deal with anything in the past.
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Board Governance Committee – May 10, 2012 - Page 5
Mr. Hollingsworth stated that an individual may contribute as much as they want to their
campaign, but limited as to how much can be repaid from money raised from other donors
which is $5000.00.
Ms. Sane inquired regarding transfers to and from other campaign accounts. Mr.
Hollingsworth informed that only HCC elections can be controlled and there would be a limit
of $5,000.00 transferred to an HCC election account.
Mr. Hollingsworth apprised that the current black-out period for communications with
vendors begins when announced and posted on website until the contract is awarded,
which would include contributions within the black-out period.
Mrs. Sane inquired how would a Trustee know who is on the vendor list. She further noted
that one person gives a bad impression and the entire Board is affected. She requested
administration provide a database of vendors and noted that her focus is on educating
students.
(Mrs. Sane left at 3:33 p.m.)
Mr. Rogelio Anasagasti informed that currently notification is sent when the black-out
begins; however, notifying upon completion will need to be done.
Mr. Hollingsworth recommended following the city format which requires that procurement
provide documentation identifying companies and officers to Board Services for
dissemination and posting on website.
Mr. Robinson noted that he cannot accept the fact that it is a problem to keep up with who
is soliciting to do business with the college and there is a small business compliance who
conducts due diligence. He apprised that when a solicitation is issued, it could be placed in
one common database.
(Ms. Loredo stepped out at 3:34 p.m.)
Mr. Schechter asked for clarification and noted that there is no way of knowing who is going
to respond and that if an individual wants to talk about it, they should simply be informed
that communication is prohibited. He noted that general communication is not prohibited.
(Mrs. Flores stepped out at 3:35 p.m.)
(Mr. Robinson stepped out at 3:37 p.m.)
Mrs. Byas informed that identifying who has responded is simple but the issue is the
threshold. Mr. Anasagasti asked for further articulation on the framework of request.
Mr. Austin apprised that the discussion needs to be held with the person who has a
concern and unfortunately that person is not present.
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Board Governance Committee – May 10, 2012 - Page 6
(Mrs. Flores returned at 3:40 p.m.)
(Mr. Robinson returned at 3:40 p.m.)
Mr. Austin noted that the issue should be addressed with compliance.
(Mrs. Flores left at 3:41 p.m.)
Mr. Hollingsworth noted the other issue is the window of fundraising during the year of an
election.
Mr. Austin noted that he waits four to five years before he goes out for a fundraiser
because of concern for the vendors. He apprised that he agrees with the cap and the blackout period.
Mr. Hollingsworth informed that he would prepare another draft for presentation at the next
Board Governance Committee meeting in June.
(Ms. Mullins arrived at 3:46 p.m.)
(Ms. Loredo returned at 3:46 p.m.)
ADJOURNMENT
With no further business, the meeting adjourned at 3:47 p.m.
Recorded, transcribed and submitted by:
Sharon R. Wright, Manager, Board Services
Minutes Approved:
June 21, 2012