MEETING OF THE
BOARD GOVERNANCE COMMITTEE
OF THE BOARD OF TRUSTEES
HOUSTON COMMUNITY COLLEGE
June 14, 2012
Minutes
The Board Governance Committee of the Board of Trustees of Houston Community
College held a meeting on Thursday, June 14, 2012 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
Neeta Sane, Committee Member
Mary Ann Perez, Alternate Committee Member
Carroll G. Robinson
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
Stephen Levey for Charles Cook, Vice Chancellor, Instruction
Diana Pino, Vice Chancellor, Student Services
Margaret Ford Fisher, President, Northeast College
Zachary Hodges, President Northwest College
Michael Edwards for Betty Young, President, Coleman College
Karen Edwards for 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 2:00 p.m. and declared the Committee convened
to consider matters pertaining to Houston Community College as listed on the duly posted
Meeting Notice.
PROPOSED REVISION TO BOARD BYLAWS - PROHIBITION REGARDING DOING
BUSINESS WITH BOARD AND SENIOR STAFF MEMBER
Motion - Ms. Loredo moved to discuss proposed revisions to bylaws and Mrs. Sane
seconded.
Houston Community College
Board Governance Committee – June 14, 2012 - Page 2
Mr. Hollingsworth apprised that the policy was revised to address issues raised by the
Board at the meeting held last month. He noted that several concerns were raised with
respect to percentage ownership. He informed that fair market value and gross income are
two means of ownership as it relates to the revision of the bylaws. Mr. Hollingsworth noted
that gross income would include that of the Board member and all income from first degree
relationship line. Mr. Hollingsworth informed that fair market value includes stock ownership
and that the Texas Business code defines equity as stock ownership. He noted that it
would place quite a burden on Board members to receive information from their relatives.
Mr. Hollingsworth apprised that the revised version provides the definition of a business
entity is not a corporation whose shares are publically traded or listed on the stock
exchange. He informed that public shares are not included because the value of shares
changes daily and would prove cumbersome to track. He noted that a business entity
would not include non-profits, governments, educational institutions and religious
organizations.
Mr. Hollingsworth informed that policy reduces the conflict of consanguinity to first degree
and noted that the proposed revision does include senior staff. He apprised that every time
a vendor receives a RFP or RFQ, they will be informed of the provisions.
Ms. Perez inquired as to who would be consider senior staff members. Mr. Hollingsworth
apprised that it would be staff members within the pay grade of E10 and above pay grade.
Mr. Hollingsworth reiterated that the policy would only affect the senior member if the
relative is director or senior member of a company. He noted that gross income has been
eliminated and definition of substantial interest has been removed.
Ms. Perez noted that her concern is regarding those senior staff members. Mr.
Hollingsworth noted that the reason for including senior staff members was because they
have the ability to influence a decision.
Mr. Hollingsworth defined that the staff definition of someone who wants to do business
with the college does not include a relational prohibition. He noted that the E10 and above
staff are not allowed to work with a firm that wants to do business with the college.
Mr. Robinson expressed appreciation to the Board Chair for bringing the item forth and to
the Board Counsel for revising the item. He noted that the only difference from filing the
conflict of interest form 171 and 176 is that once the conflict is disclosed, the college will
not do business with the entity. He informed that the senior staff currently must file the
conflict of interest form; therefore, the only addition is once the conflict is disclosed, the
college would not do business with the entity.
Dr. Spangler inquired if Board Counsel would consider advising a particular Trustee to
recuse from a particular item based on the conflict of interest statements filed.
Houston Community College
Board Governance Committee – June 14, 2012 - Page 3
Ms. Loredo inquired if the individual is responsible for recusing from the vote when they
know that there is a conflict. Mr. Hollingsworth noted that each individual would be
responsible for recusing themselves from the vote.
Ms. Perez inquired if this would prohibit the college from doing business with Farmers
Insurance since she is a captive agent with the company. Mr. Hollingsworth advised that
he would have to review the scenario and opine on the issue.
Vote – The motion passed with a vote of 3-0.
PROPOSED REVISION TO BOARD BYLAWS – LIMIT ON POLITICAL
CONTRIBUTIONS (Item #5)
Mr. Hollingsworth noted that the revision prohibits contributions during a procurement
blackout period.
Mr. Austin apprised that a procurement plan must be published at the beginning of the year
so that the Board members are aware of estimated procurements. He requested that a
footnote be included that administration would publish a procurement plan.
Mr. Robinson advised that a website should be available that lists the RFPs so that the
Board is able to review the database. Mr. Rogelio Anasagasti advised that the information
is available online on the procurement website.
Mr. Hollingsworth noted that the Board receives an affirmative notice when the blackout
period begins; however, there is no notification when a contract has been signed and
awarded.
Mrs. Sane associated with Mr. Austin’s recommendation that a procurement plan is
developed. Mr. Hollingsworth apprised that there are two separate issues which are being
an affirmative notice of when black-out period begins and the second is notification that the
black-out period has ended. Mr. Hollingsworth noted that recurring contracts should be
sent to Board at beginning of year to allow for planning of fund raising activities.
Motion – Ms. Loredo moved and Mrs. Sane seconded. The motion passed with vote of 3-0.
PROPOSED REVISION TO BOARD BYLAWS – LIMITATIONS ON POLITICAL
CONTRIBUTIONS (Item #6)
Mr. Austin apprised that he is opposing the issue because with the limitation, a Trustee
would only be able to receive funds during an election year. He noted that some of his
constituents may not be able to contribute during the recommended period.
Mr. Hollingsworth apprised that there are other entities that have a similar policy and noted
that the HCC Board Member term is substantially longer than the terms of members of
other entities.
Houston Community College
Board Governance Committee – June 14, 2012 - Page 4
Mrs. Sane inquired if the black-out period is for a short period of approximately three to four
months. Mrs. Byas apprised that Mr. Anasagasti would provide a notification to the Board
regarding the ending of the blackout period.
Mr. Robinson apprised that if the vote would include contributions in the black-out period
regarding such contract as engineering or bond counsel, it could encompass a 90-day
period. Mr. Robinson apprised that when he was with city council, the vendor was
cognizant of the black-out period. He noted that placing contribution in the black-out period
would reduce the window.
Dr. Tyler apprised that the period could be up to three years. Mr. Anasagasti apprised that
the average black-out period is 120 days.
Motion – Mrs. Sane moved and Ms. Loredo seconded. The motion failed with a vote of 0-3
with Trustees Austin, Loredo, and Sane opposing.
PROPOSED REVISION TO BOARD BYLAWS – LIMIT ON POLITICAL
CONTRIBUTIONS (Item #7)
Mr. Hollingsworth noted that currently there is no limit on how much the candidate could
lend to a campaign contribution and noted that the revision would limit the amount that the
candidate could repay themselves from the loan.
Motion – Mrs. Sane moved and Ms. Loredo seconded. The motion passed with vote of 3-0.
ADJOURNMENT
With no further business, the meeting adjourned at 2:51 p.m.
Recorded, transcribed and submitted by:
Sharon R. Wright, Manager, Board Services
Minutes Approved:
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