MEETING OF THE BOARD GOVERNANCE COMMITTEE OF THE BOARD OF TRUSTEES HOUSTON COMMUNITY COLLEGE November 19, 2009 Minutes The Board Governance Committee of the Board of Trustees of Houston Community College held a meeting on Thursday, November 19, 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 Dr. Michael P. Williams, Committee Member Bruce Austin Neeta Sane Mills Worsham 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 Zachary Hodges, President, Northwest College Irene Porcarello, President, Southeast 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 3:19 p.m. and declared the Committee convened to consider matters pertaining to Houston Community College as listed on the duly posted Meeting Notice. REVIEW REVISIONS TO BOARD BYLAWS Mr. Schechter apprised that there are three to four revisions that need to be addressed. Mr. Hollingsworth asked what would be the effective date. The committee concluded to make the bylaws effective January 1, 2010. Article A.5 - Prohibited Communications Dr. Williams apprised that he is not in favor of setting the blackout period when the RFP is issued. Mr. Schechter noted that he is in favor that the bylaws be changed to set the blackout period from the date the RFP is issued until the approval. Houston Community College Board Governance Committee – November 19, 2009- Page 2 Motion – Dr. Williams moved that the blackout period begin the day the proposal is due or received, whichever is earlier. Mrs. Guzman seconded. The motion passed with a vote of 2-1. Article B.4 Leadership Motion – Dr. Williams moved and Mrs. Guzman seconded. The motion passed with a vote of 3-0. Mrs. Guzman noted that she requested to add language to allow for advocacy. Article E.2.G Chancellor Mr. Schechter apprised that Mrs. Flores requested that timely manner be defined; however, the question is how to define what is considered important information. Dr. Williams asked if this is information for Board meetings or requested information. Mr. Schechter noted that what is considered an important document will need to be defined as a matter of standard. The Board concluded to leave the language as originally stated. TRAVEL POLICY Mr. Schechter noted that he will meet with Jarvis Hollingsworth to discuss the policy. BOARD MONITORING REPORT Mr. Schechter noted that he would like to submit the item for approval by the Board. Motion – Dr. Williams moved and Mrs. Guzman seconded to approve. Dr. Spangler inquired of the reason of having the item approved and asked what happens if the CCSSE is not completed. Dr. Williams mentioned that this is a form of mutual accountability and noted that administration should apprise the Board, if a deadline is unable to be met. Dr. Tyler recommended the following adjustments: • • • Audit Report – change due month to November CCSSE – change due month to October Budget Review – change to January/April/July/October Motion – Dr. Williams moved to approve the amendments and Mr. Schechter seconded. The vote passed 3-0. Vote of amended motion – The vote passed 3-0. Houston Community College Board Governance Committee – November 19, 2009- Page 3 NEW TRUSTEE ORIENTATION Mr. Schechter mentioned that orientations have been very sporadic since he came on the Board. He noted that he spent a large amount of time with various areas of the college, which was instrumental in understanding areas of the college. Dr. Williams mentioned that there have been different types of orientation. He mentioned that there should to be legal and programmatic overviews as well as orientation sessions by the Board to assist in dealing with issues that are of the Board concern. Trustee Sane mentioned that the orientation should include campus tours, budget and administration. Dr. Williams agreed that campus tours should be included. Mr. Austin presented information to possibly assist with Board orientation. He noted that the guide for Trustee roles and responsibilities from ACCT was good information and apprised that he also included the SACS information taken from the SACS workbook for accreditation. Mr. Austin also referenced the book by Peter Ewell. Dr. Williams requested a bibliography and mentioned that the role of ACCT should be included in the orientation process. He summarized that the Board sentiment is that the best Trustee is an informed Trustee. Mr. Schechter recommended meeting with the Chancellor to schedule a one-day meeting in December with the new Trustees to provide an overview of the college. Mr. Austin recommended that the orientation process be on-going for the entire Board as a reiteration of roles and duties. (Mr. Worsham arrived at 3:56 p.m.) Dr. Spangler apprised that a mini orientation was held earlier today with the new Trustees and administration. She noted that a retreat is scheduled for January to address some of the issues expressed. Mr. Schechter mentioned that the incoming Board Chair could possibly mentor the new Trustees. NAMING POLICY OPPORTUNITY Motion – Mrs. Guzman moved to accept the policy drafted. Mr. Hollingsworth mentioned that the Board asked the Chancellor to review policies of other large institutions. Dr. Williams asked if there is a general theme for naming opportunities. Dr. Spangler mentioned that the draft presented is closer to policy than what was received from the three other colleges. Houston Community College Board Governance Committee – November 19, 2009- Page 4 Dr. Williams mentioned that the authority for naming rights should rest with the Board. He noted that the policy and procedure should be approved by the Board. Mr. Austin noted that community input should be considered in implementing the policy. Motion – Mrs. Guzman moved to accept the naming policy and the procedures be developed later. The motion failed for lack of a second. Mr. Schechter noted that the policy needs additional review. Dr. Williams agreed with Mr. Schechter and asked for elaboration on his objections. Mr. Schechter noted that he has some concern with the mechanism. Mrs. Guzman recommended a monetary transaction for naming opportunities where the funds could be used for scholarships in that community. Mrs. Sane mentioned that the policy presented is broad. She noted that the policy should be more clearly defined. The Committee concluded that Board Counsel and Administration should meet to discuss the policy and schedule a committee meeting prior to the December 10, 2009 meeting. ADJOURNMENT With no further business, the meeting adjourned at 4:18 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: