MEETING OF THE
BOARD GOVERNANCE COMMITTEE
OF THE BOARD OF TRUSTEES
HOUSTON COMMUNITY COLLEGE
September 16, 2010
Minutes
The Board Governance Committee of the Board of Trustees of Houston Community
College held a meeting on Thursday, September 16, 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
Bruce Austin
Yolanda Navarro Flores
Sandie Mullins
Eva Loredo
Neeta Sane
Dr. Michael P. Williams
ADMINISTRATION
Mary S. Spangler, Chancellor
Art Tyler, Deputy Chancellor/COO
Doretha Eason, Executive Assistant to the Chancellor
William Carter, Vice Chancellor, Information Technology
Charles Cook, Vice Chancellor, Instruction
Margaret Ford Fisher, President, Northeast College
Fena Garza, President, Southwest College
William Harmon, President, Central College
Irene Porcarello, President, Southeast College
Betty Young, President, Coleman College of Health Science
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 2:08 p.m. and declared the Committee
convened to consider matters pertaining to Houston Community College as listed on the
duly posted Meeting Notice.
HCC SUBSTANTIVE CHANGE POLICY AND PROCEDURE
Motion – Mr. Schechter moved and Mrs. Perez seconded. The motion passed with a
vote of 2-0.
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Board Governance Committee – September 16, 2010 - Page 2
IDENTITY THEFT PREVENTION PROGRAM POLICY
Motion – Mr. Schechter moved and Mrs. Perez seconded. The motion passed with a
vote of 2-0.
REVISION TO BOARD POLICIES AND BYLAWS
Motion – Mr. Schechter moved and Mrs. Perez seconded.
Jarvis Hollingsworth provided a summary of the recommended changes as noted in the
redlined version of the bylaws. The Board Governance Committee discussed the
following changes to the following Articles:
Article A: Changes made regarding the black-out period and the Conflict of Interest
Certificate
Article B: Changes made to bring bylaws in consistency with the Governance policies.
Article D: Changes made to clarify role of Vice Chair on interim bases.
Article E: Changes made in reference to the Chancellor’s duties to be consistent with
the Governance policies.
Article H: Recommended that a semi-annual report be made by the Board Governance
committee and Board Services should provide a monthly status to the Board
regarding their individual community activity accounts.
The Committee discussed the list of approved conferences and concluded that the list
should be provided to the Board in order to review and discuss possible revisions.
Mr. Hollingsworth noted that the Board travel reimbursement policy will be drafted in
consistency with Board Governance policies that will also include the list of approved
conferences.
Mr. Hollingsworth apprised that the Board Account for Community Affairs form must be
completed and signed by the Board Chair or Chair of the Board Governance committee;
however, neither can approve their own requests and that sufficient funds need to be
available for a requisition to be processed.
Mr. Hollingsworth mentioned that the Board could also consider approving a list of table
sponsorships that they would like to support on an annual basis.
Mr. Schechter mentioned revisions in compliance to the SACS requirements. Mr. Austin
noted that the SACS requirements deal with trustees’ behavior. Mr. Hollingsworth noted
that the Board bylaws deal with administrative governance.
Dr. Williams referenced Article G and asked if there is a reason that the Regular Board
meeting is held at 4:00 p.m. Mr. Hollingsworth apprised that there is no written
requirement regarding the time.
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Board Governance Committee – September 16, 2010 - Page 3
Mr. Schechter asked if the time for the Regular Board meeting needs to be listed. Mr.
Hollingsworth noted that the time does not have to be included in the bylaws. The
Committee concluded to remove the time.
Motion – Mr. Schechter moved to adopt the revisions to the Articles as recommended
with the addition of the change to Article G to remove the time for the Regular Board
meeting. Dr. Williams seconded. The motion passed with a vote of 3-0.
Mrs. Perez recessed the meeting at 3:04 p.m. The meeting was reconvened at 3:25
p.m.
(Present: Trustees Austin, Loredo, Perez, Meyers, Sane, Schechter, and Williams)
The Board reviewed and discussed the recommended revisions to the Board
Governance policies as follows:
A:2.4 – Vacancies, Resignations, Removals
Mr. Schechter referenced policy A.2.4 regarding removal of a member and asked for
clarification of the terminology. Mr. Hollingsworth noted that he would provide additional
clarification if it is available.
Dr. Williams referenced the vacancy and asked if the appointment is for the term of the
vacancy. Mr. Hollingsworth noted that he would provide an explanation according to
stature and noted that he would supplement the policy.
Dr. Williams noted that the Board could make the decision to appoint or elect. Mr.
Hollingsworth will make revisions to refer to the election code.
Dr. Williams asked where are the procedures to use if the Board concludes not to
appoint. Mr. Austin apprised that Bracewell opined the issue previously for the Board.
A:2.6 – Members Authority
Mr. Austin recommended utilizing similar language as that of SACS. Mr. Hollingsworth
noted that he would supplement the change.
A:2.7 – Ethics, Code of Conduct, Prohibited Communications
Dr. Spangler recommended revising since the procurement staff should not be
considered as senior staff. She noted that her concerns is how senior staff is defined
and noted that it could be qualified by stating that senior staff is referenced due to
certain qualifications. Mr. Hollingsworth noted that he would make the necessary
revision to qualify.
A:2.8 – Ethics, Conflicts of Interest Affidavit
Mr. Hollingsworth noted that this section is an extension of the conflict of interest
referenced in the bylaws.
Dr. Williams apprised that it should be clarified that a member could have a conflict of
interest and remain on the Board but it should be properly noted that there is a conflict.
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Board Governance Committee – September 16, 2010 - Page 4
A:2.9 – Conflict Disclosure Statement
Mr. Hollingsworth apprised that the conflict disclosure statement references taxable
incomes or gifts received.
Mr. Austin asked if a disclosure notice should be provided that recites the applicable
laws that govern the actions. Mr. Hollingsworth noted that the information could be quite
extensive.
Mr. Austin noted that it could be provided as a reference. Mr. Hollingsworth noted that
he would research and provide citation on certain areas. Dr. Williams mentioned that
the link regarding the statue from the Attorney General Office could be added to the
policies.
Ms. Mullins asked who defined the numbers regarding the substantial interest. Mr.
Hollingsworth apprised that the number is provided by the state legislature.
The Board Governance Committee reviewed recommended revisions to the remaining
policies A:2.10 through A:4.3. There were no substantive changes to the policies.
A:5 – Policy and Bylaws Development
Mr. Austin referenced A:5 and noted that information suggested by Cinda Smith should
be included regarding policy surveillance.
A:7.1 – Chancellor, Contract, Qualifications and Duties
Mrs. Sane reference item #9 regarding the duties of the Chancellor in assisting the
Board in policy development, self-assessment, and training and asked if the General
Counsel is involved in the process. Mr. Hollingsworth noted that it is a coordinated effort
between the Board Counsel, General Counsel and Chancellor. Mr. Hollingsworth noted
he would make the revisions.
(Mrs. Flores arrived at 4:10 p.m.)
A: 8.1 – Administrative Organization Plan, Charts
Mr. Hollingsworth noted that SACS requires that the organization plan for each college
is listed. Dr. Tyler noted that Coleman College was not listed. Dr. Spangler
recommended renaming Exhibit A to College System. Mr. Hollingsworth noted that he
would make the necessary changes.
A:8.2 – Faculty, Staff, Senates, and Council
Dr. Williams recommended listing all employee groups such as College Office
Personnel Association (COPA). Mr. Hollingsworth noted that he would add COPA and
list others to encompass any that may be formed in the future.
A: 9.1 – Institutional Effectiveness: Performance Reports
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Board Governance Committee – September 16, 2010 - Page 5
Dr. Charles Cook noted that the specific examples listed should not be referenced as
they have changed. Mr. Hollingsworth noted that he would discuss the language with
Dr. Cook.
Motion – Dr. Williams moved and Mr. Schechter seconded to approve the draft revisions
to the Board Governance policies as discussed. The motion passed with a vote of 3-0.
Dr. Williams noted that he would like to personally and on behalf of the Board express
appreciation to the Mrs. Perez, Committee Chair along with Board Counsel for their
efforts to move along the revisions of the Board Governance policies.
With no further business, the meeting adjourned at 4:24 p.m.
Recorded by:
Sharon R. Wright, Manager, Board Services
Transcribed and submitted by:
Sharon Wright, Manager, Board Services
Minutes Approved: _________________________________