MEETING OF THE
BOARD GOVERNANCE COMMITTEE
OF THE BOARD OF TRUSTEES
HOUSTON COMMUNITY COLLEGE
September 17, 2009
Minutes
The Board Governance Committee of the Board of Trustees of Houston Community
College held a meeting on Thursday, September 17, 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
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
Willie Williams, Chief Human Resources Officer
OTHERS PRESENT
Jarvis Hollingsworth, Counsel, Bracewell & Giuliani
Bennie Ables, President, Faculty Senate
Other administrators, citizens, and representatives of the news media
CALL TO ORDER
Mr. Schechter called the meeting to order at 2:39 p.m. and declared the Committee
convened to consider matters pertaining to Houston Community College as listed on the
duly posted Meeting Notice.
REVISION TO BOARD BYLAWS AND POLICIES
Mr. Schechter noted that one change has been made to the Board bylaws since the last
committee meeting. He referred to Section 3.2 under Article E, personnel appointed by
the Board. Mr. Schechter noted that this is the only portion that has been revised and
that the change was regarding the hiring of the Internal Auditor. Mr. Schechter apprised
that he along with counsel reviewed the language. Mr. Schechter apprised that the
section was presented from the last committee meeting was that the Board would hire
the Internal Auditor. Mr. Schechter noted that the section has been revised to state that
the Internal Auditor shall work under the Chancellor and be evaluated by the Chancellor
Houston Community College
Board Governance Committee – September 17, 2009- Page 2
after consultation with Audit Committee. He noted that the wording provides for check
and balance.
Motion – Mrs. Guzman moved to approve revisions as stated in Article E, Section 3.2.
Mr. Schechter asked Dr. Spangler if she had any comments regarding the revision. Dr.
Spangler apprised that the individual currently holding the position does meet the
qualifications. She noted that the current internal auditor has over twenty years of
auditing experience and a doctorate degree.
Vote – The motion passed with a vote of 2-0.
Mr. Hollingsworth apprised that this is the first wholesale revision to the entire bylaws
since adopting and apprised that the full board will vote on the revisions at the Regular
Board meeting scheduled for September.
Mrs. Guzman commended Mr. Schechter for his effort in reviewing the bylaws for
revisions.
Mr. Hollingsworth apprised that he would like to provide a recommendation to the Board
regarding a college policy review schedule.
Mr. Schechter mentioned that the next step for the Committee is to review all the
policies to be presented to the Board.
Dr. Spangler apprised that some of the information contained in the policies is actually
procedures and apprised that she has marked the policies to indicate which are
considered policies and procedure.
Mr. Austin recommended holding a discussion with United Educators.
Mr. Schechter apprised that the other item discussed as it relates to the revisions of the
bylaws pertains to the request to change the process for election of officers to a rotating
system. Mr. Hollingsworth apprised that there was a discussion regarding the request
and noted that the Education Code states that the Board should elect its officers. He
noted that the legal question was if the institution has a policy that takes away Board
members discretion as to who to choose in voting for during the election. He also noted
that choosing of a board officer, other than through an election is somewhat inconsistent
with Robert’s Rules of Order. Mr. Hollingsworth also apprised that after reviewing other
institutions, there are none that has such a process except for one and that entity uses
a “gentlemen’s agreement”.
Mr. Austin inquired that the college refers to as Houston Community College System
and asked if the college is considered a governmental entity. Mr. Hollingsworth
apprised that the college is a governmental entity.
Mrs. Guzman asked if a parameter could be added to make certain that each Board
member has an opportunity to serve as Chair to get the experience of serving as chair.
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Board Governance Committee – September 17, 2009- Page 3
She noted that there should be the inclusion that the person elected for Board chair
should have a requisite level of experience on the Board.
Mr. Schechter mentioned that requiring a number of years of experience to be eligible
for Board chair is a valid point and noted that the bylaws will be discussed at the
Committee of the Whole meeting as a report item.
Mr. Schechter requested that Board orientation should be included on the next
Governance Committee meeting agenda.
Mr. Hollingsworth apprised that the
Chancellor has asked General Counsel to assist in providing a training and orientation
session for the entire Board. Mr. Austin apprised that the Board should be encouraged
to attend national meetings.
PREVAILING WAGE RATE
Mr. Schechter noted that it has been brought to his attention that a policy statement
regarding prevailing wage is missing from the bylaws. Mr. Hollingsworth mentioned that
he received a call from Mrs. Guzman requesting the drafting of a prevailing wage policy
for the Board to consider for approval.
Mrs. Renee Byas provided an overview of the proposed wage rate policy statement and
apprised that HCC does not have to change rates when the City of Houston rate
changes for existing contracts and negotiations already in process.
Mrs. Guzman stated that a notice should be provided to the contractors if the city
changes its rates, Mr. Hollingsworth reminded that HCC does not have to change its
rate for existing projects and that the prevailing wage rate will be unchanged for the
entire contract.
Motion – Mrs. Guzman motioned and Mr. Schechter seconded to approve the proposed
wage rate policy.
(Mrs. Sane and Mr. Worsham arrived at 3:17 p.m.)
Mr. Hollingsworth noted that the proposed policy makes it clear that the rate at the time
of issuance of the RPF is the rate for the entire period of the contract.
Vote – 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 3:22 p.m.
Recorded by:
Sharon R. Wright, Executive Administrative Assistant, Board Services
Transcribed and submitted by:
Houston Community College
Board Governance Committee – September 17, 2009- Page 4
Sharon Wright, Executive Administrative Assistant, Board Services
Minutes Approved: