MEETING OF THE BOARD GOVERNANCE COMMITTEE OF THE BOARD OF TRUSTEES HOUSTON COMMUNITY COLLEGE December 8, 2011 Minutes The Board Governance Committee of the Board of Trustees of Houston Community College held a meeting on Thursday, December 8, 2011, at the HCC Administration Building, 3100 Main, 2nd Floor, Seminar Room A, Houston, Texas. COMMITTEE MEMBERS PRESENT Bruce Austin, Committee Chair Eva Loredo, Committee Member Sandie Mullins, Committee Member Neeta Sane, Alternate Committee Member Mary Ann Perez Richard Schechter ADMINISTRATION Mary S. Spangler, Chancellor Art Tyler, Deputy Chancellor/COO Renee Byas, General Counsel Shantay Grays, Interim Executive Officer to the Chancellor William Carter, Vice Chancellor, Information Technology Charles Cook, Vice Chancellor, Instruction Diana Pino, Vice Chancellor, Student Success Daniel Seymour, Vice Chancellor, Planning and Institutional Effectiveness Fena Garza, President, Southwest College Margaret Ford Fisher, President, Northeast College Zachary Hodges, President Northwest College Betty Young, President, Coleman Health Sciences Remmele Young, Executive Director, Government Relations and Sustainability Willie Williams, Chief Human Resources Officer OTHERS PRESENT Jarvis Hollingsworth, System Counsel, Bracewell & Giuliani Thomas Urban, President, Faculty Senate Other administrators, citizens and representatives from the news media CALL TO ORDER Mr. Austin called the meeting to order at 3:12 p.m. and declared the Committee convened to consider matters pertaining to Houston Community College as listed on the duly posted Meeting Notice. Houston Community College Board Governance Committee – December 8, 2011 - Page 2 REVISIONS TO BOARD BYLAWS AND BOARD GOVERNANCE POLICY Mr. Hollingsworth apprised that the revision relates to the procurement process. He apprised that the change is prohibition of receiving contributions during the blackout period. Mr. Hollingsworth noted that other entities throughout the city have adopted similar procedures. Ms. Mullins inquired about the notification process to inform the Board. The Committee noted that the Board is not aware when a contract is signed. Mrs. Sane asked if the procurement process includes only those contracts that come before the Board for approval or does it include those contracts that are under the Chancellor’s authority. Dr. Tyler apprised that a possible solution could be if the administration is unable to negotiate with the first firm, then the efforts would go to the second tier. He noted that there could be an information item provided to the Board to inform that negotiations are now under way with the next vendor on the list. (Mr. Schechter joined the meeting at 3:24 p.m.) Mr. Hollingsworth informed that the purpose of the blackout period is to protect the Board of undue distress from vendors. Mrs. Sane noted that some form of database should be developed to inform the Board. Dr. Tyler informed that Rogelio Anasagasti has advised that the procurement website will be available with the contract status. Mr. Schechter noted that each Trustee is aware when they anticipate holding a fundraiser and noted that the Trustee could contact Mr. Rogelio Anasagasti to inquire of the listing of contracts. Mr. Austin recommended that the item be revisited by the Committee at a later date. He noted that the overall purpose of the recommendation is to show transparency around the Board table. He recommended that counsel review the issue. Mr. Hollingsworth noted that he would review and discuss the policy with administration to identify possible options. The item was tabled for future discussion. POLICIES RELATING TO INFORMATION SECURITY AND UNSOLICITED DEROGATORY COMMUNICATIONS Mr. Hollingsworth apprised that the purpose of the policy is to determine the handling of unsolicited derogatory communications. Dr. Spangler noted that often the communication is distributed throughout the college and noted the purpose of the policy is to protect administrators and staff regarding unsolicited communications. Houston Community College Board Governance Committee – December 8, 2011 - Page 3 Mr. Austin apprised that the governmental agency is responsible for consistently handling such information. He noted that often personal beliefs may cause one to disregard a matter. Dr. Spangler noted that two senior administrators must be involved in the decision regarding whether the action is warranted. Mr. Austin noted that the Chancellor’s concern is to protect employees from unnecessary unsolicited communications. Dr. Tyler apprised that the policy is based on review of how other institutions handle receiving of information. Mr. Schechter noted that the Board is trying to balance fiduciary responsibility to investigate and where to draw the line. Mr. Hollingsworth noted that many colleges use a hotline and receive a report periodically and involve the internal auditors whom report directly to the Chair of the Board. Mr. Austin noted that the Committee will revisit the issue at a future meeting. GENDER IDENTITY AND GENDER EXPRESSION Dr. Diana Pino, Vice Chancellor for Student Success informed that it is recommended that the term gender be replaced with gender identity and gender expression. She noted that the revisions apply to the following policies: • C.2 – Equal Employment Opportunities • D.1.1 – Equal Educational Opportunities • G.1 – Discrimination and Harassment Dr. Pino apprised that the policy protects anyone whose identity and behavior fall outside the stereotypical gender expectations. She noted that the term gender identity refers to one’s internal feelings of being male or female and gender expression refers to social and behavioral characteristics that are culturally associated with maleness and femaleness. Motion – Mrs. Sane moved and Ms. Loredo seconded. The motion passed with a vote of 40. NAMING OPPORTUNITY AND REPORT ON NAMING OPPORTUNITY POLICY AND PROCEDURAL OVERVIEW Motion – Ms. Loredo moved and Mrs. Sane seconded. The motion passed with 4-0. Mr. Austin recessed the meeting at 3:59 p.m. Mr. Austin reconvened the meeting at 6:08 p.m. Houston Community College Board Governance Committee – December 8, 2011 - Page 4 REPORT ON PROCEDURES FOR INFORMATION SECURITY AND UNSOLICITED DEROGATORY COMMUNICATIONS POLICIES The item was tabled for later discussion. ADJOURNMENT With no further business, the meeting adjourned at 6:08 p.m. Recorded, transcribed and submitted by: Sharon R. Wright, Manager, Board Services Minutes Approved: _________________________________