MEETING OF THE
BOARD GOVERNANCE COMMITTEE
OF THE BOARD OF TRUSTEES
HOUSTON COMMUNITY COLLEGE
December 6, 2012
Minutes
The Board Governance Committee of the Board of Trustees of Houston Community
College held a meeting on Thursday, December 6, 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
Sandie Mullins
Carroll G. Robinson
Richard Schechter
ADMINISTRATION
Mary S. Spangler, Chancellor
Art Tyler, Deputy Chancellor/COO
Renee Byas, General Counsel
Shantay Grays, Chief of Staff
Pheryl Prestage for William Carter, Vice Chancellor, Information Technology
Charles Cook, Vice Chancellor, Instruction
Diana Pino, Vice Chancellor, Student Success
Margaret Ford Fisher, President, Northeast College
Fena Garza, President, Southwest College
William Harmon, President, Central College
Maya for Durnovo for Zachary Hodges, President, Northwest College
Betty Young, President, Coleman College
Remmele Young, Executive Director, Government Relations & Sustainability
Willie Williams, Jr., Chief Human Resources Officer
Belinda Brockman, Internal Auditor
OTHERS PRESENT
Jarvis Hollingsworth, System Counsel, Bracewell & Giuliani
Tod Bisch, President, Faculty Senate
Other administrators, citizens and representatives from the news media
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Board Governance Committee – December 6, 2012 - Page 2
CALL TO ORDER
Mr. Bruce Austin, Chair called the meeting to order at 2:11 p.m. and declared the
Committee convened to consider matters pertaining to Houston Community College as
listed on the duly posted Meeting Notice.
DISCUSS PROPOSED REVISIONS TO BOARD BYLAWS AND POLICIES
Mr. Austin noted that he reviewed the state comptroller and state administrative codes and
noted that there are rules and procedures in case there is a non-reimbursement. He
inquired of the facts for bringing the issue before the Board.
Mr. Austin inquired if there are any arrearages by any of the current Board members. Mrs.
Belinda Brockman informed that there are arrearages. Mr. Austin inquired if the funds
could have been invested and utilize by the college and could it be considered a waste of
government funds.
Mr. Hollingsworth apprised that the concerns raised leads to the need for the consideration
of the revisions. He noted that in a situation where Board members are indebted to the
institution, there has been questions raised whether or not these individual should be
allowed to continue to use college assets.
Mr. Austin clarified that arrearages are not limited to the Board and that employees may
also be indebted to the college. Mr. Hollingsworth noted that the concept regarding the
bylaws is that the Board governs itself.
(Mrs. Sane arrived at 2:15 p.m.)
Mr. Austin informed that as the governance of the institution, the Board has a higher
standard. Mr. Hollingsworth apprised that as a policy measure, the Board does have a
higher standard.
Mr. Hollingsworth noted he inquired with the Chancellor and Deputy Chancellor regarding
those policies that governs the college employees and will work with the General Counsel
to ensure procurement has similar policies for vendors indebted to the college. He informed
that the item presented relates to the Board.
Ms. Loredo inquired as to what is outstanding. Mr. Austin apprised that the issue would
need to be addressed by the Internal Auditor. Mrs. Brockman noted that she does not have
the information available at the moment.
(Ms. Mullins arrived at 2:15 p.m.)
Mr. Austin inquired as to who would provide a notice to the Board member of their
indebtedness to the college. Mr. Hollingsworth apprised that from the Board prospective
probably the Board Services Office.
Ms. Loredo informed that it should be the Board Services Office as well as the Board Chair.
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Board Governance Committee – December 6, 2012 - Page 3
Mr. Hollingsworth noted that it is the Board’s responsibility to police itself. Mr. Austin
informed that there should be some rules in place that notifies the Board that there is an
arrearage.
Mr. Austin asked the Internal Auditor to elaborate on the definition of advancement. Mrs.
Brockman apprised that the advancement becomes an account receivable and noted that
the 80% rule is normally applicable.
Ms. Mullins inquired that if a Trustee is indebted, are they allowed to continue to travel or
utilize funds. Mr. Hollingsworth noted that the revision will cover the instance if there is an
outstanding balance.
(Ms. Perez arrived at 2:26 p.m.)
Mr. Hollingsworth noted that there are various situations where there is an expense that
could be owed to the college. He noted that it could stem from travel, cash advancement,
or insurance payments.
Ms. Loredo apprised that although the Board Services Office should be responsible for
informing, it may place the Board Services staff in the predicament of having to inform a
Trustee. She apprised that possibly the Board Chair should also be informed of the
outstanding issue.
Mr. Austin noted that a notice of arrearage should be sent to the Trustee, if no action is
taken, a second notice should be given to the Trustee and the Board Chair.
Ms. Perez informed that administration should be held by the same standards. Ms. Byas
apprised that procedures are in place. Mr. Hollingsworth noted that vendors will also be
held to the same standard.
Mr. Hollingsworth informed that the process for correcting the issue would be to implement
language in the Board bylaws and policies. He referenced the Board Compensation policy
F.1 regarding Board member travel. He apprised that the attempt is to insert that Board
members in good standing shall be allowed to travel at the expense of the college. He
defined that a member that is in good standing is one who is not indebted or owes money
to the institution. Mr. Hollingsworth noted that the revisions do allow for discretion that will
determine all situations for which there could be indebtedness. He informed that as it
relates to Board travel, it would be after the 30 days have expired for reconciling the travel
expense.
Mr. Hollingsworth informed that the concept is not to allow indebtedness to the college to
increase. He apprised that the revisions would be as follows:
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Board Governance Committee – December 6, 2012 - Page 4
Compensation Policy:
F.1.A –
Board Member Travel
F.1.B.5 – Advances
F.1.C.2 – Method of Reimbursement
Bylaws (Article H):
H.3 – Expenditures
H.3 – Travel
H.3 – Board Account for Community Affairs
Mr. Hollingsworth noted that there is a subsequent recommended change to add a section
to Article H prohibiting Trustee communications via text messaging. He informed that a lot
of official business of the college is conducted via text message. He apprised that the text
messages are discoverable and considered a public document whether it is on a personal
median or not. He noted that with respect to the text message, there is no way of identifying
the recipients of the message and they carry an electronic signature.
Mr. Hollingsworth noted that there is a bill to be presented regarding text messaging. He
informed that there is a certain informality of text messaging. He recommended
communicating directly and noted that the question for the Board to consider is whether it is
the desire to utilize such informality in a formal sense to conduct business with colleagues
and administration.
(Mr. Schechter arrived at 2:45 p.m.)
Mr. Austin clarified that the effort is to inform that this is a practice that is not advisable to
the Board members. Mr. Hollingsworth apprised that the question is whether the informality
would be something the Board desires.
Mr. Austin noted that another reason of the revision is to inform Board members of the
liabilities. He noted that the purpose of policies is to warn of acts that should not occur.
Mr. Schechter apprised that the concern is the unknown recipient. Mr. Hollingsworth noted
that there maybe be a deliberation with a quorum of the Board and no one is aware of.
Ms. Mullins noted that there may be a text message to inform or an inquiry for information.
Mr. Hollingsworth apprised that the effort was to introduce the revision.
(Mr. Robinson arrived at 2:53 p.m.)
Mr. Austin recommended reviewing the legal ruling on the Massachusetts case in which
members were texting during a meeting.
Mr. Austin recommended approving the indebtedness revisions and recommended that
Board Counsel revisit the communication item, Article H.
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Board Governance Committee – December 6, 2012 - Page 5
Motion – Ms. Loredo moved to approve the revisions to the Board Compensation policy
and bylaws excluding the communication revision. Mrs. Sane seconded. The motion
passed with a vote 3-0.
ADJOURNMENT
With no further business, the meeting adjourned at 2:57 p.m.
Recorded, transcribed and submitted by:
Sharon R. Wright, Manager, Board Services
Minutes Approved:
January 17, 2013