MEETING OF THE
BOARD GOVERNANCE COMMITTEE
OF THE BOARD OF TRUSTEES
HOUSTON COMMUNITY COLLEGE
September 2, 2009
Minutes
The Board Governance Committee of the Board of Trustees of Houston Community
College held a meeting on Wednesday, September 2, 2009 at the HCC Administration
Building, 3100 Main, 2nd Floor Seminar Room B, Houston, Texas.
COMMITTEE MEMBERS PRESENT
Richard Schechter, Committee Chair
Dr. Michael P. Williams, 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 10:25 a.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 redlined copy of the proposed revisions to the Board
bylaws.
The committee discussed the proposed revisions to the bylaws. Mr. Schechter noted
that some of the changes are to be clean up grammar and noted that the committee
would review the rewrites.
Mission
The committee concluded to include economic development as a part of the mission.
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Board Governance Committee – September 2, 2009- Page 2
Code of Conduct
Mr. Hollingsworth noted the key change is to extend the application of the blackout
period to include the Board and senior staff as well as any employees involved in the
evaluation process.
Dr. Williams noted that he is not in favor of the change regarding the discussion during
the blackout period. He noted that assuming the conversation is tainted is a priori
assumption, but to alleviate all contact is a fringe on freedom.
Mr. Austin noted that the change was made to assist the Board members. Dr. Williams
noted that each Board member takes an oath of office and noted that there are
penalties when the oath is violated. He noted that there are no municipalities that
operate under these guidelines.
Mr. Schechter noted that the original guidelines require that a notice be provided when
RFPs are submitted. Dr. Williams noted that the blackout period could begin once the
RFP is submitted. He noted that the current guidelines in place are sufficient, and he is
not in favor of the change. He noted that there are no legal prohibitions regarding the
issue. Mr. Hollingsworth noted that the legal issue deals with impropriety.
Dr. Williams asked for a municipality that has implemented a blackout period when the
RFP is placed on the street. Mr. Hollingsworth noted that he is not aware of any. Dr.
Williams noted that a blackout period is definitely needed, but he is in not in agreement
with the language denoted in the bylaws, and noted that he is not in favor of voting for
the revision. Mr. Hollingsworth noted that a majority of a quorum for the committee has
approved the language; however, if a majority is not in favor of removing the language
then the issue must go before the Committee of the Whole.
Article D: Election of Officers
Mr. Schechter noted that Mrs. Guzman requested the election of the chair be on a
rotating basis. Mr. Austin recommended that the original form of election be adopted.
Mr. Hollingsworth noted that he would advise as to why a rotation process is not
conducive for the Board.
Mr. Schechter apprised that the other change was the elimination of the Deputy
Secretary as an officer.
Dr. Tyler asked if the Vice Chair would be able to sign in the absence of the Secretary.
Mr. Hollingsworth noted that he would make the change to include this as a part of the
duties of the Vice Chair.
Motion – Mr. Schechter moved to approve to adopt article D as revised. Dr. Williams
seconded. The motion passed with a vote of 2-0.
Article E:
The Committee discussed the issue of the Internal Auditor reporting to the Board and
concluded that the Chancellor should address the day-to-day issues; however, the
Board would consult with the Chancellor.
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Board Governance Committee – September 2, 2009- Page 3
Dr. Tyler requested clarification of the process in the case of the Human Resources
evaluation process. Mr. Austin noted that the Chancellor should be in regular
communication with the Audit Committee. Mrs. Byas noted that there should be a
dotted line relationship to give some authority to the Chancellor as well.
Dr. Williams noted that the Internal Auditor is still under the Chancellor’s supervision for
day-to-day supervision. The Committee concluded to include “under the day-to-day
supervision of the Chancellor” in the first sentence.
Bond Counsel
Mr. Schechter noted that there has been a revision to require Bond Counsel to be
present at all Board and Board Committee meetings. Dr. Tyler noted that this would
require a revision to the bond counsel’s contract since they are only required to attend
the meetings by issuance.
The committee also reviewed the duties of the financial advisors and discussed their
responsibilities.
Mr. Austin recommended that an informed decision be made regarding the statutory
requirements in terms of the rating agencies.
The Committee concluded to allow administration to determine how often Bond Counsel
should attend meetings.
Motion – Mr. Schechter and Dr. Williams moved to adopt Article E. The motion passed
with vote of 2-0.
Article F
Mr. Schechter noted that there are currently eleven committees in place; however, only
one or two members are serving on a majority of the committees. He noted that the
recommendation would be to combine the committees under one of four appointed
committees: Academic/Student Success, Board Governance, Audit and Policy.
The Committee concluded the following:
• To include master planning under the Finance/Facilities Committee
• To include strategic planning under the Policy Committee
• Re-phrase description of Board Governance to include appointed committees
• Re-phrase description of Policy committee to include “any and all policy issues
deemed necessary by the Board to accomplish the mission of the institution”
• Add Board training in the description for the Board Governance Committee
Dr. Williams noted that the Chair of the recommended committees should display
competence in key positions.
Dr. Williams commended Mr. Schechter and Jarvis Hollingsworth for streamlining the
structure.
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Board Governance Committee – September 2, 2009- Page 4
Dr. Williams recommended that the Board Chair serve as the chair for the Finance and
Facilities committee.
Motion – Dr. Williams moved and Mr. Schechter seconded to approve Article F. The
motion passed with a vote of 2-0.
Mr. Austin recommended that the items that have been removed should be recorded for
historical review. Mr. Schechter noted that this was the reason for listing the areas in the
description of the committee.
Article G
Motion – Dr. Williams moved and Mr. Schechter seconded to approve Article G. The
motion passed with a vote of 2-0.
Article H
The committee discussed the prohibitions for the usage of the Board Account for
Community Affairs (BACA) funds.
Mr. Austin recommended reviewing the IRS government code for non-profit
organizations because not all 501c3 organizations are religious. Mr. Hollingsworth
noted that as long as the event promotes the mission of the institution, college funds
may be used.
The Committee concluded to amend the travel portion to remove language “regional,
state, and national” and include Board approved.
Motion – Mr. Schechter moved and Dr. Williams seconded to approve Article H with
subsequent amendments. The motion passed with a vote of 2-0.
Motion - Mr. Schechter moved to approve the revisions to preface through Article H as
recommended. Dr. Williams seconded the motion. The motion passed with a vote of 20.
The committee noted that the revisions should be placed on the Committee of the
Whole agenda as a report.
BOARD MONITORING REPORT
Tabled for discussion at the next Governance meeting.
ADJOURNMENT
With no further business, the meeting adjourned at 11:51 a.m.
Recorded by:
Sharon R. Wright, Executive Administrative Assistant, Board Services
Transcribed and submitted by:
Sharon Wright, Executive Administrative Assistant, Board Services
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Board Governance Committee – September 2, 2009- Page 5
Minutes Approved: