MEETING OF THE BOARD GOVERNANCE & OPERATIONS COMMITTEE OF THE BOARD OF TRUSTEES HOUSTON COMMUNITY COLLEGE SYSTEM April 20, 2006 Minutes The Board of Trustees of the Houston Community College System held a Meeting of the Board Governance & Operations Committee on Thursday, April 20, 2006, at the System Administration Building, Seminar Room A, Second Floor, 3100 Main, Houston, Texas. COMMITTEE MEMBERS PRESENT Diane Olmos Guzman (Chair on behalf of Dr. Williams) Bruce A. Austin OTHER TRUSTEES PRESENT Jay K. Aiyer Yolanda Navarro Flores Richard Schechter ADMINISTRATION Bruce H. Leslie, Chancellor Doretha Eason, Deputy to the Chancellor Irene Porcarello, Vice Chancellor, Student Success Fena Garza, President, Southeast College Butch Herod for Zachary Hodges, President, Northwest College Cheryl Peters for William Harmon, President, Central College Willie Williams, Associate Vice Chancellor, Human Resources Carole Keeney Harrington, Interim Associate Vice Chancellor, Communications Miles LeBlanc, General Counsel OTHERS PRESENT Jarvis Hollingsworth, System Counsel, Bracewell & Giuliani Carolyn Hanahan, Policy Consultant, Feldman & Rogers David Wilcox, President, Faculty Senate Other administrators, citizens, and representatives of the news media CALL TO ORDER Ms. Olmos Guzman called the meeting to order at 3:00 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. APPROVE RECOMMNEDATION FOR ADOPTION REVISED GOVERNANCE POLICIES The Board reviewed the recommended governance policies revisions. Houston Community College System Board Governance & Operations Committee – April 20, 2006 – Page 2 Mr. Austin asked if they are consistent with other policies. Carolyn informed that they are consistent with policies throughout the State. Mr. Austin suggested that Counsel research the accreditation for the ACCT Governing Board to review their policies concerning governing board as well as their legal analysis to be incorporated in to the governance policies. Carolyn informed that they were incorporated in the Finance and Operation policies which have been approved. Mr. Austin asked if the governing boards differ from administration. Carolyn stated “yes”. Mrs. Guzman discussed the accountability "conflict disclosures" need clarification. Carolyn informed that at the last meeting the Board had questions relating to the conflict disclosure and noted that in a meeting with Miles LeBlanc and Jarvis Hollingsworth, it was concluded that the policy on conflict section be deleted. Mr. Austin recommended that notes are placed in the document to define some of the words. The Committee concluded that foot notes would be convenient and sufficient. Mr. Austin stated he has concerns with the abuse of the office section because a member who is an attorney could be persuasive; therefore, if done knowingly, this is abuse of office. Jarvis informed that these policies will be the judging mechanism for the Trustees. Mr. Austin stated he asked the question since boards are coming under scrutiny because they are unaware of negligence. Jarvis mentioned that there are three ways to violate (1) knowingly committing, (2) unknowingly, (3) not supervising someone who has authority. Mrs. Guzman recommended that the other Board members are given the opportunity to review the policies; therefore, no recommendations will be submitted to the full Board on the item at this time. Mr. Davila asked for clarification for the special election due to vacancy. Mr. Hollingsworth stated that the Board bylaws provide for both; however, there may not be an appointment option depending on the time of the vacancy. Mr. Austin asked if legal counsel should begin preparing for the election relating to vacancy since there is the possibility that a vacancy may be forthcoming with one Board member running for State election in November. Mr. Austin asked if a video clip could be completed by Counsels and Human Resources that with the changes to provide a more user friendly format. Trustee Aiyer arrived at 3:48 p.m. DISCUSS AND APPROVE PROPOSED REVISIONS TO THE BOARD OF TRUSTEES BYLAWS Mr. Hollingsworth mentioned that a communications policy relating to editorials, etc. is forthcoming which will be provided at the next meeting and recommended that the discussion of the bylaws revisions is tabled in order to include the communication portion. Houston Community College System Board Governance & Operations Committee – April 20, 2006 – Page 3 ADJOURNMENT With no further business, the meeting was adjourned at 3:56 p.m. Minutes Recorded, transcribed, and submitted by: Sharon Wright, Executive Administrative Assistant, Board Services Minutes Approved as Submitted: ________________________________