MEETING OF THE
BOARD GOVERNANCE COMMITTEE
OF THE BOARD OF TRUSTEES
HOUSTON COMMUNITY COLLEGE
May 28, 2009
Minutes
The Board Governance Committee of the Board of Trustees of the Houston Community
College System held a meeting on Thursday, May 28, 2009 at the HCC Administration
Building, 3100 Main, 2nd Floor Seminar Room A, Houston, Texas.
COMMITTEE MEMBERS PRESENT
Richard Schechter, Committee Chair
Diane Olmos Guzman, Committee Member
Bruce Austin
ADMINISTRATION
Mary S. Spangler, Chancellor
Art Tyler, Deputy Chancellor/COO
Renee Byas, General Counsel
Doretha Eason, Executive Assistant to the Chancellor
Bill Harmon, President, Central College
Willie Williams, Chief Human Resources Officer
OTHERS PRESENT
Jarvis Hollingsworth, Counsel, Bracewell & Giuliani
Other administrators, citizens, and representatives of the news media
CALL TO ORDER
Mr. Schechter called the meeting to order at 2:38 p.m. and declared the Committee
convened to consider matters pertaining to Houston Community College as listed on the
duly posted Meeting Notice.
PROPOSED REVISIONS TO BOARD POLICIES AND BYLAWS
Mr. Hollingsworth provided a redline copy of the proposed revisions to the Board
bylaws.
The committee discussed the proposed revisions with the following highlights of the
changes to Article A: Sections 1-8:
Mr. Austin asked if the statutes regarding conflict of interest in that the statute is to
protect the Board in general. Mr. Austin noted that the trustees might not have been
given proper notice of the statute requirements.
Mr. Austin asked Mr. Hollingsworth what is his definition of due diligence as Counsel to
inform the Board of the statutes. Mr. Hollingsworth mentioned that there are different
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Board Governance Committee – May 28, 2009 - Page 2
definitions of due diligence. He noted that his interpretation is to inform and make
available information on the statutes.
Mr. Austin noted that Counsel’s interpretation is different from that of the General
Counsel of the Coordinating Board. Mr. Hollingsworth informed that when it is brought
to his attention that there is an issue of non-compliance, what action does the Board
request
Mr. Austin noted that the Board’s responsibility is not to interpret the law. Mr. Schechter
mentioned that this is possibly a discussion that should take place in the presence of
the entire Board in a closed session setting.
Mrs. Flores mentioned that the discussion could possibly take place at the retreat
scheduled for June 4, 2009.
Mr. Austin mentioned that his concern is that he has been here with several General
Counsels and noted that he wants to make certain to cure the differences of advisory
services.
Mr. Austin noted that he recommended a fraud abuse policy and asked what happened
to this item. Dr. Tyler apprised that this would be under the Ethics Abuse Hotline at the
college.
Mr. Austin noted that one of the concerns with the policy was how would it protect Board
members from malicious abuse or false accusations. Mrs. Byas noted that there will be
different levels and noted that if there is something involving the Trustees, the issue
would be referred to Board Counsel or external Counsel.
Mr. Austin asked if a classification system is in place. Mrs. Byas noted that her office
will be the only individuals able to review the investigations. Mr. Austin noted that there
should be a policy noting the consequences of disclosure of information. Mrs. Byas
noted that currently the information would go directly to Mr. Hollingsworth as the Board
Counsel.
Mr. Hollingsworth noted that the purpose is to make certain a policy is in place to protect
the Trustees from malicious attacks.
Mr. Hollingsworth defined the black-out period as the period from when the RFP is
issued until the contract is signed.
Mr. Hollingsworth apprised that administration will need to provide information to the
Board when the contract has been signed.
Mr. Austin recommended adding the language “conspicuously”. Dr. Spangler asked for
the reason for extending the black-out period until the contract is signed.
Mr.
Schechter apprised that the line was drawn because there are times contracts are
approved but a negotiation is not met. Dr. Spangler recommended restating that the
Trustees shall attempt to refrain from communicating with the vendors. Mr. Schechter
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Board Governance Committee – May 28, 2009 - Page 3
noted when dealing with ethic codes, it is best to have black and white lines and noted
that the black-out period could be reviewed on a case-by-case basis.
Mr. Schechter asked how many contracts the board approves after an RFP/RFQ. Dr.
Tyler mentioned that there could be as many as one hundred annually. Mr.
Hollingsworth noted that although it seems like a lot of contracts, however, this is not a
large amount. Dr. Tyler noted that if there is a RFP, the contract is ready to sign upon
approval; however, if it is an RFQ, then there is a negotiation process after approval.
Mr. Hollingsworth noted that it will require communications to the Board before the
RFP/RFQ and once it has been signed. Mr. Schechter mentioned that the information
is provided weekly in the Board packets. Dr. Tyler mentioned that he would take on the
responsibility of providing the information to the Board.
Mrs. Guzman asked how you handle the case when a Trustee does not know if
someone will be a bidder. Mr. Hollingsworth mentioned that the Trustee must use their
discretion. Mr. Austin mentioned that the Trustee should refer the vendor to the college
procurement website where the active RFP/RFQs are listed.
Mrs. Flores recapped that the revision on black-out period begins the date the
RFP/RFQ is issued and lasts until the contract is signed.
Mrs. Flores asked for the penal code on the requirement regarding communications with
vendors. Mr. Hollingsworth mentioned that the penal code is general and states that
you cannot use influence as a Trustee.
Mrs. Flores asked that the cases regarding the issue be provided to the Board and how
it ties to the penal code. Mr. Hollingsworth mentioned that there are opinions where
Boards may have utilized their influence; however, there may not be specific penal code
provisions. Mr. Hollingsworth noted that it is his responsibility to advise the Board of
any new laws after each legislative session.
Mechanisms for Enforcement:
Mr. Hollingsworth noted that the complaint should be given to the Board Chair (if against
a Board member), Vice Chair (if against the Board Chair) or the Chancellor (if senior
level administrator). A Trustee (if accused) or a majority of the Board can ask for an
investigation.
Mr. Schechter noted that the revision is the item regarding the enforcement regarding a
vendor. Mr. Hollingsworth informed that if the Board finds that a vendor is in violation,
the vendor can be disqualified from bidding on the solicitation.
Mrs. Guzman suggested that Counsel research gradations regarding the term that a
vendor may be disqualified from participation in solicitation.
The committee concluded that the term should be for up to one year regarding contract
solicitation.
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Board Governance Committee – May 28, 2009 - Page 4
Motion – Mr. Schechter motioned to move Article A to the consent agenda for approval.
Mrs. Guzman seconded the motion. The motion passed with a vote of 2-0.
The committee reviewed the proposed revisions to Article B: Powers of the Board as
follows:
Mr. Hollingsworth mentioned that the Board has delegated the hiring authority to the
Chancellor and apprised that the last three provisions have been included:
•
•
•
To select, replace, dismiss and evaluate the internal auditor in consultation with
the Chancellor and the Audit Committee
To adopt and periodically review policies for the operation of the College
To delegate to the Chancellor the responsibility for all administrative functions
(Trustee Sane arrived at 3:59 p.m.)
Dr. Spangler noted that item C: to appoint, employ and end the appointment or
employment of all College agents, contractors, employees or officials, except to the
extent it has delegated these powers to the Chancellor should include “contract
employees”
Under Board Leadership, the last two items were added:
•
•
Protect the assets of the College to insure fiscal stability
Always act solely and exclusively for the benefit of the College
The committee reviewed the proposed revisions to Article C: Election
Motion – Mr. Schechter moved to send articles B and C to the Board for approval as
amended. Mrs. Guzman seconded the motion. The motion passed with a vote of 2-0.
BOARD MONITORING REPORT
Discussion tabled for the next Governance meeting.
ADJOURNMENT
With no further business, the meeting adjourned at 4:02 p.m.
Recorded by:
Sharon R. Wright, Executive Administrative Assistant, Board Services
Transcribed and submitted by:
Sharon Wright, Executive Administrative Assistant, Board Services
Minutes Approved: