MEETING OF THE BOARD GOVERNANCE COMMITTEE OF THE BOARD OF TRUSTEES HOUSTON COMMUNITY COLLEGE November 2, 2010 Minutes The Board Governance Committee of the Board of Trustees of Houston Community College held a meeting on Tuesday, November 2, 2010, at the HCC Administration Building, 3100 Main, 2nd Floor, Seminar Room A, Houston, Texas. COMMITTEE MEMBERS PRESENT Mary Ann Perez, Committee Chair Richard Schechter, Committee Member 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 Charles Cook, Vice Chancellor, Instruction Daniel Seymour, Vice Chancellor, Planning and Institutional Effectiveness Margaret Ford Fisher, President, Northeast College Fena Garza, President, Southwest College William Harmon, President, Central College Butch Herod for Zachary Hodges, President, Northwest College Willie Williams, Chief Human Resource Officer OTHERS PRESENT Jarvis Hollingsworth, System Counsel, Bracewell & Giuliani Alan Ainsworth, President, Faculty Senate Other administrators, citizens and representatives from the news media CALL TO ORDER Mrs. Perez called the meeting to order at 10:08 a.m. and declared the Committee convened to consider matters pertaining to Houston Community College as listed on the duly posted Meeting Notice. EXPANDED DEFINITION OF ACADEMIC FREEDOM IN BOARD POLICY Motion – Mr. Schechter moved and Mrs. Perez seconded. Mr. Schechter noted that the administration and college has put forth an effort to coordinate the textbook usage and noted that his concern was to make certain that the policy is in the best interest of the student body. Dr. Cook apprised that the new Houston Community College Board Governance Committee – November 2, 2010 - Page 2 bookstore Request for Proposal (RFP) requires that the following six options are presented for students regarding textbooks: 1. 2. 3. 4. 5. 6. Hard Copy New Hard Copy Used Hard Copy Rental Digital Download Digital Lease Open Source Print on Demand Dr. Cook provided an overview of the recommended policy revision. He noted that the current policy may not provide full protection of academic freedom at HCC and noted that the expansive definition provides more context and value to rights as well as the responsibility. Mr. Schechter inquired to what extent are the learning outcomes dictated by the Coordinating Board. Dr. Cook noted that there have been recommendations of moving to a more state-wide discussion regarding student learning outcomes. Mr. Austin noted that there are learning outcomes published by specific accrediting agencies for various disciplines. Dr. Cook noted that accredited programs abide by the professional agencies advice. Mr. Austin asked Dr. Cook to elaborate on the new technology implemented to work with circulating information. Dr. Cook apprised that the college has the means of engaging faculty in discussions and noted that Curriculnet provides the opportunity to connect to faculty throughout the country, thereby making more information available. Vote – The motion passed with a vote of 2-0. DISCUSSION OF HCC QUALITY ENHANCEMENT PLAN (QEP) Motion – Mr. Schechter moved and Mrs. Perez seconded. Dr. Garza informed that SACS has introduced the QEP process as a part of the reaffirmation process. Dr. Herod provided an overview of the process of gathering input throughout of the system as well as the constituency. He noted that graduates were surveyed to find out what could be done to improve student learning at HCC. Dr. Herod noted that a QEP suggestion box has also been implemented and that the purpose of gathering input is to make certain the plan is driven from the constituent standpoint. Dr. Cook extended the opportunity for the Board to join the committee for lunch on Friday, November 12, 2010 to give the Board an opportunity to provide input. Dr. Herod also invited the Board to provide contributions through the suggestion box process. Mr. Schechter noted that the Chancellor provided a sample QEP and noted that it was helpful in providing insight to implementing the plan. Houston Community College Board Governance Committee – November 2, 2010 - Page 3 Dr. Spangler noted that the process is a five-year project and noted everyone has to be mobilized. Mr. Austin noted his concern is in regards to the core requirements in Section 2.12 relating to the broad base in defining institutional constituencies. He recommended that a definition of constituent is provided. He noted that the QEP deals with the future and noted that he wanted to make certain everyone is aware that the plan should be regarding the students including knowledge, skills, behavior, and value as well as if these components are driving change in the organization. Mr. Schechter apprised that he would like to have input at the onset from a Board prospective and recommended scheduling a discussion to provide the Board the opportunity to give input. (Dr. Williams arrived at 10:38 a.m.) HCC FINANCE AND OPERATIONS POLICY Motion – Mr. Schechter moved and Dr. Williams seconded. Mr. Hollingsworth provided an overview of the recommended changes and noted that the financial issues were reviewed with the Chancellor and COO. He noted that new policies will be highlighted for further discussion. Dr. Williams requested that the new sections be identified. Mr. Hollingsworth noted that he would inform of new policies. The Committee discussed the following policy revisions: B: 1.2 – Audit Services (Internal Audit) Dr. Spangler noted that the administration has some concerns in that the internal auditor should be under the supervision of the Chancellor. Mr. Austin asked if the internal auditor looks at the audit from independency and noted that this could be a positive or negative for the organization as there may be fear of some retribution. Dr. Williams noted that there is potential danger with administration controlling the internal auditor and noted that if the right person is in the position, they should feel comfortable in doing the job. Mr. Austin noted that the Chancellor concerns were how to work with the Board to make certain the internal auditor’s concerns are addressed. Dr. Williams noted that the internal auditor should be qualified and therefore, involving both the Board and Chancellor is a strong concept. Houston Community College Board Governance Committee – November 2, 2010 - Page 4 Mr. Schechter noted that the intentions of the Board were to create a middle ground that would be long-lasting. B: 1.3 – Finance and Operations: Appropriations and Revenue Mr. Hollingsworth appraised that the Administration is proposing change in the fund balance from the required eight to ten percent to nine to eleven percent. Dr. Tyler apprised that the college needs to implement procedures that will assist in preparing for uncertain financial contingencies. He noted that the Board would have the option to revise the fund balance standard as necessary. Mr. Austin recommended that the financial advisors provide input regarding the reserve. ADJOURNED TO CLOSED SESSION Mrs. Perez adjourned the meeting to Executive Session at 11:00 a.m., notice having previously been given and reiterated in accordance with Sections 551.071, 551.072, and/or 551.074 of the Open Meetings Law. Mrs. Perez stated that any final action, vote or decision on any item discussed in Executive Session would be taken up in Open Session or in a subsequent Public Meeting. Mrs. Perez reconvened the meeting in Open Session at 11:16 a.m. and entertained motions on pending matters. The committee continued the review of recommended revisions to the finance and operation policies. B: 1.5 – Finance and Operations: Accounting, Reporting and Payroll Recommendation to Change Petty Cash from $50 to $100 Dr. Williams inquired of the petty cash procedures. Dr. Tyler apprised that the college cashiers have a limited amount and apprised that the recommendation is based on cost increases. Chancellor Contract Authority Mr. Hollingsworth informed that the recommendation is to increase the Chancellors signature authority from $100,000 to $150,000 and the Presidents from $10,000 to $25,000. Dr. Spangler informed that there are limited items that would be over the recommended authority and noted that majority of the items would be more instructional equipment. Dr. Williams asked if there have been previous difficulties getting the Board to approve items. Dr. Spangler noted that there are no present issues regarding the Board’s approval; however, there are cases with items being presented after certain deadlines. Mrs. Perez asked Board Counsel to research other institutions. Mr. Hollingsworth informed that the average is $100,000 from a state-wide purview in comparison with institutions operating similar to HCC. Houston Community College Board Governance Committee – November 2, 2010 - Page 5 Dr. Williams asked for the number of contracts that fall between $100,000 and $150,000. Dr. Spangler informed that at the moment, there are probably three. The Committee concluded to leave the Chancellor’s authority to $100,000 and increase the Presidents’ to $25,000. Delegation of Authority Dr. Williams asked who has the authority to financially obligate the college. Mrs. Renee Byas informed that there are some apparent authorities. Mr. Hollingsworth informed that there is a policy authority as well as the case of action. Dr. Tyler informed if a situation is presented where an unauthorized employee signed a contract, there would be an HR concern and therefore, disciplinary actions would be required. Dr. Williams inquired who decides who receives a P-card or credit card. Mrs. Byas informed that procurement makes the decision of who is eligible to receive the cards. Mr. Austin noted that the process should make certain the presidents are aware of the expenditures. Mrs. Byas informed that procedures are in place to address the concerns. Finance and Operations: Police and Security Mr. Hollingsworth informed that the policy is new and will be elaborated on in further details. Finance and Operations: Police and Security Mr. Hollingsworth informed that the proposal is to modify the Construction Management policy to include change orders in excess of five percent of the total contract or Chancellor’s signature authority, whichever is greater shall be approved by the Board prior to executing any changes in the plans. Dr. Williams recommended that the policy is implemented at five percent and revised as needed. Vote – The motion passed with vote of 2-0. Dr. Williams requested that a summary page be included outlining the changes to the policy. Mr. Austin recommended that counsel review the records management portion on page 38. HCC BOARD EXPENSE AND TRAVEL REIMBURSEMENT POLICY Motion – Dr. Williams moved and Mrs. Perez seconded. Mr. Hollingsworth informed that in discussion with the full Board, there were concerns regarding item #5 relating to advances and item #6 as it relates to per diems. Mr. Hollingsworth presented a review of other entities in respect to the amounts allocated for meals. Houston Community College Board Governance Committee – November 2, 2010 - Page 6 Meals Per Diem Mr. Hollingsworth noted that the spectrum spanned from high of $80 per day to a low of $36 per day. Mr. Hollingsworth provided the GSA in review of the three most costly states and noted that the average is $66 per day. Dr. Williams noted that given the information presented by Board Counsel, the recommended $75 per day is within reason. Advances Mr. Hollingsworth apprised that the 75% recommended for advances is taking into consideration that the airfare, hotel, and transportation are often pre-paid expenses. Conference List The Committee reviewed and discussed the list of conferences. Dr. Williams recommended that the first tier of approved conferences should be considered based on those conferences directly related to the trustee role or education. Mr. Austin recommended that the first tier list is approved and then a procedure implemented that requires additional conferences are approved by the Board. Mr. Austin recommended placing the League of Innovation on the approved conference list. Dr. Williams recommended that a form is developed to be used for approving the attendance of a conference that is not on the approved conference list. He noted that the form should include the date, location, and value justification. Dr. Tyler asked for clarification of signature as it relates to advances. Dr. Williams noted that the Board Chair should sign advances and noted that in the case of the Board Chair, the Chancellor should sign. Vote – The motion passed with vote of 2-0. Mr. Hollingsworth noted that a revision to the governance policy will be presented to the Board for consideration. He noted that the language recommended is taken from SACS. With no further business, the meeting adjourned at 12:21p.m. Recorded by: Sharon R. Wright, Manager, Board Services Transcribed and submitted by: Sharon Wright, Manager, Board Services Houston Community College Board Governance Committee – November 2, 2010 - Page 7 Minutes Approved: _________________________________