MEETING OF THE
BOARD GOVERNANCE COMMITTEE
OF THE BOARD OF TRUSTEES
HOUSTON COMMUNITY COLLEGE
November 10, 2011
Minutes
The Board Governance Committee of the Board of Trustees of Houston Community
College held a meeting on Thursday, November 10, 2011, at the HCC Administration
Building, 3100 Main, 2nd Floor, Seminar Room A, Houston, Texas.
COMMITTEE MEMBERS PRESENT
Bruce Austin, Committee Chair
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 Assistant 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
Warren Hurd for Margaret Ford Fisher, President, Northeast College
Fena Garza, President, Southwest College
Zachary Hodges, President, Northwest College
Irene Porcarello, President, Southeast College
Michael Edwards for Betty Young, President, Coleman College
Willie Williams, Jr., Chief Human Resources Officer
Remmele Young, Executive Director, Government Relations and Sustainability
OTHERS PRESENT
Jarvis Hollingsworth, Board Counsel, Bracewell & Giuliani
Lisa Eason, President, COPA
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 3:09 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 – November 10, 2011 - Page 2
REVISIONS TO BOARD BYLAWS AND BOARD GOVERNANCE POLICY
Mr. Hollingsworth presented the revisions to the bylaws and governance policy. He noted
that the emphasis of the changes is to strengthen the procurement policy.
Mr. Hollingsworth reviewed the recommendations for a policy to keep procurement in line
with administration and not just with the Trustees. He noted that it is recommended to
extend prohibited communication to subcontractors.
(Mr. Schechter arrived at 3:13 p.m.)
Mr. Hollingsworth noted that new items J and K of Article A on page 3 of the bylaws were
developed as recommendation requiring Board Members to refer subcontractors to the
Chancellor and noted that Board members will communicate only with the Chancellor.
Mr. Austin noted that the procurement website allows a potential vendor to register online
and remove the Trustees from the process.
Motion - Ms. Mullins motioned to adopt J and K and Mr. Austin seconded. The motion
passed with a vote of 3-0.
Mr. Hollingsworth noted that item 5 refers to the black-out period and noted that the blackout period will extend to subcontractors (subs) to the extent that there is knowledge of the
subs as there is the possibility that some subs may not be identified in the initial proposal.
Mr. Hollingsworth noted that the last revision of Article A is the certification that each
Trustee and senior administration signs to indicate awareness of conflict of interest laws
and responsibilities to disclose certain information. He apprised that the recommendation
is to extend the conflict of interest to include subs. He noted that the revision also included
the recommendation to define “consanguinity” and “affinity”.
Motion - Ms. Mullins motioned to adopt the recommended revisions and Mr. Austin
seconded. The motion passed with a vote of 3-0.
Mr. Hollingsworth noted that Article H recommends several changes in regards to annual
training. He noted that each Trustee will be required to have 4 hours of annual training with
at least 1 hour consisting of ethics and 1 hour of finance. Mr. Hollingsworth apprised that a
Board member will not be eligible to serve as an officer of the Board or chair a committee if
the training is not completed within the designated timeframe.
(Trustee Sane stepped out at 3:34 p.m. and returned at 3:35 p.m.)
Ms. Mullins inquired as to what other Boards do and when the training would take place.
Mr. Schechter informed that training should be done before election of officers.
Mr. Hollingsworth noted that the training is internal and separate from the state mandated
financial training for new board members.
Houston Community College
Board Governance Committee – November 10, 2011 - Page 3
Mr. Hollingsworth informed of the other recommended change was regarding the request of
documents by a Trustee. He apprised that the recommendation is limit to 30 pages and the
Board Chair will determine if the information should be provided as a part of the duties as a
Trustee or if the request should be processed through the Public Information Act.
Motion – Mrs. Sane moved to accepted recommendations and Ms. Mullins seconded. The
motion passed with a vote of 3-0.
Mr. Hollingsworth recommended a footnote to item 7.
Motion - Ms. Mullins moved to approve the footnote to item 7 and Mr. Austin seconded.
The motion passed with a vote of 3-0.
Mr. Hollingsworth informed that A.2.4 is being amended to add the requirement for the
financial training and A.2.6 adds the subcontractors prohibited black-out period.
Motion - Ms. Mullins moved to approve A.2.4 and A.2.6 and Mr. Austin seconded. The
motion passed with a vote of 3-0.
UNSOLICITED DEROGATORY COMMUNICATIONS POLICY
Dr. Spangler informed that the policy addresses the issue of anonymous communication
received by Board members and senior administration. She apprised that the policy
includes anonymous or communication with an identified author.
(Mr. Schechter stepped out at 3:43 p.m.)
(Ms. Perez returned at 3:44 p.m.)
Dr. Spangler noted the policy protects the named individual.
(Mr. Schechter returned at 3:44 p.m.)
Ms. Mullins inquired what has been done in the past. Dr. Spangler informed that different
methods have been used regarding the issues and noted that is the need for the policy and
procedures so that the issue is handled in a specific way.
Mr. Austin inquired if there could be liability for not taking action on a complaint. Mr.
Hollingsworth informed that is a possibility.
Mrs. Sane requested that the procedures be presented before voting on the policy. Mr.
Austin inquired how confidential information is handled. Mr. Hollingsworth noted that this
policy may need to be part of the information security policy.
Mr. Austin noted that usually the information comes to the Board after it has been
distributed to a third party.
(Mr. Schechter stepped out at 3:51 p.m.)
Houston Community College
Board Governance Committee – November 10, 2011 - Page 4
Mr. Hollingsworth noted that at least two individuals should review the communication to
determine if it should be investigated.
(Mr. Schechter returned at 3:54 p.m.)
Mrs. Sane inquired of the general practices of other colleges. Mr. Hollingsworth noted that
it is part of a broader information policy. Mr. Austin noted that the policy should reduce the
potential liability of the college.
Mr. Austin noted that the policy could be passed with the caveat that procedure will be
presented in 30 days.
Motion - Mrs. Sane moved to approve the policy for unsolicited communications policy with
the caveat that the procedures will be developed and presented to Board for consent within
30 days. Ms. Mullins seconded. The motion passed with a vote of 3-0.
REPORT ON PROCEDURES FOR UNSOLICITED COMMUNICATIONS POLICY
To be presented for consent of Board within 30 days.
MINORS AND RELATIVES ON HCC PROPERTY POLICY
Mrs. Byas noted that there has been an increase in minors on campus and apprised that
the policy is consistent with other colleges across the country.
Mr. Schechter recommended changing to state all minors or relatives requiring special
care. Mr. Austin noted special care should be defined.
Mr. Hollingsworth noted that changing the wording to all minors or relatives with special
needs is not permitted with statutory definitions.
Mr. Austin recommended using an entrepreneurial approach and research the possibility of
developing childcare centers at the colleges. Mr. Schechter requested administration to
review expanding the childcare program.
Motion – Ms. Mullins moved Mrs. Sane seconded to approve with the recommendation to
include noted revision. The motion passed with a vote of 3-0
EMPLOYEE ASSISTANCE PROGRAM SERVICES (PROJECT NO. 11-33)
Mr. Willie Williams informed that the Employee Assistance Program (EAP) is up for
renewal. He noted that the program is a service offered to employees that need counseling
or guidance.
(Mr. Oliver arrived at 4:11 p.m.)
Mr. Williams apprised that the program also offer training opportunities and noted that the
cost is minimal at approximately $2.50 per employee.
Houston Community College
Board Governance Committee – November 10, 2011 - Page 5
(Mr. Oliver stepped out at 4:13 p.m.)
Ms. Mullins inquired of the number of employees utilizing the services. Mr. Williams
informed that EAP sends participation reports and noted that the requested information
regarding the number of employees using the services will be forwarded to the Board.
(Mr. Oliver returned at 4:14 p.m.)
Motion - Ms. Mullins moved to approve and Mrs. Sane seconded. The motion passed with
a vote of 3-0.
ADJOURNMENT
With no further business, the meeting adjourned at 4:16 p.m.
Recorded, transcribed and submitted by:
Sharon R. Wright, Manager, Board Services
Minutes Approved: _________________________________