MEETING OF THE BOARD GOVERNANCE COMMITTEE OF THE BOARD OF TRUSTEES HOUSTON COMMUNITY COLLEGE June 9, 2011 Minutes The Board Governance Committee of the Board of Trustees of Houston Community College held a meeting on Thursday, June 9, 2011, at the HCC Administration Building, 3100 Main, 2nd Floor, Seminar Room A, Houston, Texas. COMMITTEE MEMBERS PRESENT Bruce A. Austin, Committee Chair Eva Loredo, Committee Member Sandie Mullins, Committee Member Neeta Sane, Alternate Committee Mary Ann Perez ADMINISTRATION Mary S. Spangler, Chancellor Art Tyler, Deputy Chancellor/COO Renee Byas, General Council Doretha Eason, Executive Assistant to the Chancellor William Carter, Vice Chancellor, Information Technology Stephen Levey for Charles Cook, Vice Chancellor, Instruction Diana Pino, Vice Chancellor, Student Services Daniel Seymour, Vice Chancellor, Institutional Planning and Effectiveness Margaret Ford Fisher, President, Northeast College Fena Garza, President, Southwest College William Harmon, President, Central College Zachary Hodges, President Northwest College Irene Porcarello, President, Southeast College Betty Young, President, Coleman College Willie Williams, Chief Human Resource Officer OTHERS PRESENT Kim James, System Counsel, Bracewell & Giuliani Alan Ainsworth, President, Faculty Senate Other administrators, citizens and representatives from the news media CALL TO ORDER Mr. Austin called the meeting to order at 3:16 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 – June 9, 2011 - Page 2 HCC NAMING OPPORTUNITY POLICY Motion – Ms. Mullins moved and Ms. Loredo seconded. Dr. Kelly Zuniga informed that the college does not have a formal naming opportunity policy in practice. She noted that guidelines were developed in 2004 and accepted by the Board in 2006; however, no policy was developed to accompany the guidelines. She noted that policies were reviewed at seven peer institutions throughout the United States. Dr. Zuniga apprised that the proposed policy has also been discussed with the Foundation and Dr. Spangler. Mr. Austin asked if a building is named after an individual, will there be an explanation as to why the individual is memorialized in the naming to include accomplishments and reason for highlighting that individual. Dr. Zuniga informed that recognition could be added in plaque format on the front of the building similar to the display on the building at Coleman College. Dr. Spangler noted that the naming policy adds creditability to the efforts of the Foundation as it relates to the endowment campaign. Mr. Austin asked Dr. Zuniga to inform what would be considered a naming opportunity. Dr. Zuniga noted that it could be any standing structure that could start with a classroom moving to a lab, to a wing, to a conference room and ultimately to an entire school or structure. Ms. Mullins inquired if any other universities have stipulation regarding extremities. Dr. Zuniga informed that there would be language in the legal document that would have a clause regarding removal as a result of some form of extremity; however, the decision to remove a name would be left up to the Board. Ms. Loredo inquired if a building is named after an individual are they expected to continue to donate. Dr. Zuniga informed that the naming opportunity is tied to the exact moment of the gift. Vote – The motion passed with vote of 3-0. HCC DIVERSITY AND INCLUSION PLAN DEVELOPMENT REPORT Dr. Spangler acknowledged individuals who assisted in the efforts of developing the Diversity and Inclusion program to include: • • • HCC Council for Diversity and Inclusion Council Leadership Excellence Institute (LEI) Council Charter Task Force Office of Institutional Equity Dr. Spangler provided an overview of the Diversity and Inclusion Plan. She noted that employee engagement groups were invited to provide input via survey and apprised that a Houston Community College Board Governance Committee – June 9, 2011 - Page 3 diversity workshop was held on May 21, 2011. She noted that the process to engage individuals throughout the college will continue. Dr. Spangler presented a certificate to Mr. William Richardson who is retiring and expressed appreciation for his efforts with the establishment of the Diversity Council. PROCUREMENT POLICIES AND PROCEDURES UPDATE Mr. Austin informed that the procurement policy update is part of the request by the Board Chair to enhance procurement policies. Renee Byas, General Counsel provided an overview on procurement law and processes implemented and future implementations. Rogelio Anasagasti, Executive Director of Purchasing/Procurement Operations provided an overview of the Procurement Fundamentals and Competitive Process to include the competitive bid, evaluation, quantitative (bids), and qualitative processes. He also elaborated on the procurement reform process currently underway at HCC. (Mrs. Sane joined the meeting at 4:07 p.m.) Destinee Waiters, Assistant General Counsel provided an overview of Ethics Points, which is a program that allows anonymous reporting of violations and allows for individuals to voice concerns. REPORT ON PROCUREMENT OUTLINE FOR BOARD Mr. Austin informed that the discussion revolves around the definition of internal controls. He noted that over the next few months, research will be conducted to identify recommendations in terms of procurement and integrity compliance. (Ms. Perez stepped out at 4:21 p.m.) Mr. Austin requested a report on SAS 112 which establishes standards, responsibilities, and guidance for auditors evaluating internal controls over financial reporting. (Ms. Perez returned at 4:25 p.m.) Mr. Austin asked that General Counsel conduct a review with the Board regarding internal controls. He noted that the purpose of the review is to display that proper processes are implemented. Houston Community College Board Governance Committee – June 9, 2011 - Page 4 ADJOURNMENT With no further business, the meeting adjourned at 4:27 p.m. Recorded, transcribed and submitted by: Sharon R. Wright, Manager, Board Services Minutes Approved: _________________________________