MEETING OF THE
BOARD GOVERNANCE COMMITTEE
OF THE BOARD OF TRUSTEES
HOUSTON COMMUNITY COLLEGE
September 13, 2012
Minutes
The Board Governance Committee of the Board of Trustees of Houston Community
College held a meeting on Thursday, September 13, 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
Yolanda Navarro Flores
Sandie Mullins
Mary Ann Perez
Carroll G. Robinson
ADMINISTRATION
Mary S. Spangler, Chancellor
Art Tyler, Deputy Chancellor/COO
Renee Byas, General Counsel
Shantay Grays, Chief of Staff
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
Zachary Hodges, President Northwest College
Irene Porcarello, President, Southeast College
Betty Young, President, Coleman College
Remmele Young, Executive Director, Government Relations & Sustainability
Willie Williams, Chief Human Resource Officer
OTHERS PRESENT
Jarvis Hollingsworth, System Counsel, Bracewell & Giuliani
Tod Bisch, President, Faculty Senate
James Walker, President, COPA
Other administrators, citizens and representatives from the news media
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Board Governance Committee – September 13, 2012 - Page 2
CALL TO ORDER
Mr. Austin, Chair called the meeting to order at 3:03 p.m. and declared the Committee
convened to consider matters pertaining to Houston Community College as listed on the
duly posted Meeting Notice.
MEMORANDUM OF UNDERSTANDING (MOU) WITH HCC FOUNDATION
Dr. Kelly Zuniga mentioned the revisions to the MOU to include sections D2, D6 and D7.
Dr. Zuniga commended Trustee Robinson for bringing the needed revisions to the attention
of the Foundation through his efforts regarding the relationship and exposure. She advised
that counsel for the Foundation would provide an overview of the changes.
Mr. Miles Bradshaw noted that section D6 discusses how the two entities are separate and
noted that it is important for the Foundation to focus on raising funds without utilizing
resources to focus on operations.
Ms. Mullins informed that she is concerned regarding public information requests. She
inquired if any grant funds are received or if only private donations and if there was a gray
area. Mr. Bradshaw noted that he would clarify as much as is legally allotted and
referenced the University of Texas Foundation where it was ruled by the Attorney General
(AG) that they are a separate entity.
Mr. Robinson noted that the MOU advises that the information would be released according
to the opinion. He noted that it is clear as to what should be disclosed in accordance to the
AG opinion.
Ms. Mullins informed that her concern was to make certain there is not the perception of an
attempt to hide or not disclose information.
Mr. Austin inquired of the contact person regarding information requests. Dr. Zuniga
advised that the requestor should contact her.
Mr. Robinson apprised that upon his arrival there was a discussion of a work group
regarding certain issues. He noted that his concern was to move the Foundation to selfsufficiency. He informed that the agreement officially recognizes fundraising and
constructing as a system or process that allows all entities fundraising for the college to be
assisted by the Foundation.
Dr. Zuniga noted that a meeting with support organizations was held and will continue to be
held on a quarterly basis. She noted that planning is underway on behalf of the Foundation
to review self-sufficiency perspective.
Mr. Robinson inquired who should be authorized to utilize the college’s logo and inquired of
the detailed outline so that any of the organizations could receive logistics assistance from
the Foundation. He noted that this would allow for the transition of the Foundation to selfsufficiency.
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Board Governance Committee – September 13, 2012 - Page 3
Mr. Robinson noted that the full HCC Board should also be named regarding fundraising
because the other members of the Board outside those appointed as liaisons may be able
to assist in fundraising efforts.
Mr. Austin inquired about the last cost allocation review regarding grants. Dr. Tyler apprised
that Ron Defalco does an annual review.
Mr. Austin informed the allocation plan should be updated annually.
Ms. Mullins inquired if the allocation plan should be a decision of the Foundation Board. Dr.
Tyler apprised that the Foundation has a separate cost allocation model according to their
efforts. He apprised that most agencies set a 42% goal; however, there is no guarantee.
Mr. Robinson inquired of the rate for leasing space to the Foundation. He noted that there
should be a policy on the College and noted that a formal process needs to be identified if
one is not currently in place.
(Ms. Perez stepped out at 3:23 p.m.)
Mrs. Sane apprised that the other Trustees are already involved in the fundraising efforts
and did not see the need for additional avenues. Mr. Bradshaw noted that the efforts may
not necessary need to be included in the MOU and noted that it is accurate that HCC
Trustees do assist in the fundraising efforts.
Ms. Loredo apprised that the Foundation has worked very well for the college and
recommended that the efforts continue because the need exists.
Motion – Ms. Loredo moved and Mrs. Sane seconded.
Vote – The motion passed with vote of 3-0.
(Ms. Perez returned at 3:26 p.m.)
PRESENTATION REGARDING PROCUREMENT AND CONTRACT REVIEW
Renee Byas provided a review of the procurement and contract review. She noted that the
review would include the following:
•
•
•
•
•
Procurement Process
Legal Concepts of Procurement
Contract Procedure
Automation of Procurement Department
Contract Administration
Mr. Austin recessed the meeting at 3:33 p.m.
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Board Governance Committee – September 13, 2012 - Page 4
Mr. Austin reconvened the meeting at 3:53 p.m.
(Present: Trustees Austin, Sane, Mullins, and Robinson)
Mrs. Byas continued the presentation regarding procurement and contract review.
(Mrs. Flores arrived at 3:57 p.m.)
Mr. Austin apprised that the remaining of the presentation will be considered at the
Committee of the Whole meeting scheduled for 4:00 p.m.
ADJOURNMENT
With no further business, the meeting adjourned at 4:01 p.m.
Recorded, transcribed and submitted by:
Sharon R. Wright, Manager, Board Services
Minutes Approved:
October 25, 2012