MINUTES
Special
Meeting - Board of Trustees
In
accordance with the terms and provisions of the Texas Open Meetings Act,
Chapter 551 of the Texas Government Code, the Board of Trustees of the Austin
Community College District convened in public session on Monday, October 27,
2003, at 6:02 p.m. in the Board Room (201) of the Highland Business Center of
Austin Community College located at 5930 Middle Fiskville
Road, Austin, Texas, with the following members present: Rafael Quintanilla, Chair /Presiding Officer;
Barbara Mink, Vice Chair; Allen Kaplan, Secretary; Lillian J. Davis (arrived at
6:06 p.m.); John Hernandez (arrived at 6:42 p.m.); Nan McRaven;
Beverly S. Silas; and John Worley.
Trustee Beverly Watts Davis resigned from the Board on
It is
further found and determined that in accordance with the policies and orders of
this Board, the notice of this meeting has been posted and return thereof made
pursuant to the terms and provisions of the Texas Open Meetings Act, Chapter
551 of the Texas Government Code, and there has been full compliance with the
terms and provisions of said act, including the timely posting of the subjects
of this meeting.
Comments from
Associations regarding Southern Association of Colleges and Schools Special
Committee Report
·
Adjunct Faculty Association – Don Becker,
President, reviewed suggestions of the SACS Special Committee Report and
provided comments and suggestions regarding response.
·
Classified Employees Association – Judy Green,
President, provided comments and recommendations, both verbal and written, from
members of the Classified Employees Association regarding the Response to Board
Response to SACS.
·
Full-Time Faculty Senate – Daniel Traverso, President, provided general remarks since the
Full-Time Faculty Senate was unable to meet.
·
Professional-Technical Employees Association –
John Kennie, President, provided comments/recommendations
and comments collected from members of the Association were distributed.
·
Student Government Association – No comments were provided.
Mr. Quintanilla introduced the item
and distributed revisions of the agenda items.
He stated no action would be taken by the Board at this meeting on
proposed revisions to Board policies since this was the first reading of the
information, and Board policy does not allow a vote a first reading. He stated a response was due to SACS on
October 28. He stated Board vote on
proposed revisions to Board policy would occur at the
RESPONSE TO SACS SPECIAL COMMITTEE REPORT
October, 2003
The Board of Trustees of Austin
Community College would like to thank the Special Committee of SACS for
reviewing our governance procedures. We
recognize the incalculable value of our accreditation and will work diligently
to maintain our good standing. We realize that a previous Board was put on
notice by SACS as a result of allegations of interference with administrative
operations, and we will use the Committee’s Recommendation Number
9 and its three suggestions as an opportunity to become more efficient and to
become better stewards of this essential community resource,
The Board of Trustees is fully committed to complying not only to the specific Criteria of the Southern Association of Colleges and Schools, but to the spirit of the Criteria. Accordingly, the Board of Trustees has discussed the SACS criteria and the SACS reports and taken the following actions:
·
Held a Special Board Meeting on
· Invited and considered comments from administration, employee organizations, and the Student Government Association
· Revised Board Policy B-2, Duties and Responsibilities, Board of Trustees
· Revised Board Policy B-3, Code of Ethics, Board of Trustees
· Revised Board Policy B-4, Board of Trustees ByLaws
· Revised Board Policy C-4, Internal Employee Associations
· Committed to working with professional services to enhance the evaluation of board effectiveness
On October 27, 2003, in a Special Meeting of the Board of Trustees, the governing board passed a Resolution approving this Board response to the Special Committee’s Report, and placing revised Board policies on the Consent Agenda for the November 3, 2003 Regular Board Meeting.
The Special Committee went to the heart of the governance matter and issued a challenge to the Board and the administration when it stated “despite the noted problems, the Special Committee was nevertheless impressed with the commitment, caliber and intelligence of the institution’s Board of Trustees and was left to wonder how much better this institution could perform if the Board and administration of the institution could develop a more trusting relationship and better teamwork with each sticking steadfastly to its role and scope of responsibilities as defined in the Criteria for Accreditation, specifically avoiding the types of situations discussed herein that serve as major distractions for an institution.”
According to SACS, the governing board is the legal body responsible for the institution and for policy making. It also states that there must be a clear distinction, in writing and in practice between the policy-making functions of the governing board and the responsibility of the administration and faculty to administer and implement policy. Several years ago, the Board adopted a policy governance model in which it established “ends” and developed a plan to monitor compliance by the administration. The Board eliminated many policies which were of an administrative nature. The Board also adopted an Ethics Policy.
Nevertheless, the Special Committee has found a “pattern of behaviors” by some members of the Board which the Board has failed to self-regulate, leading the Committee to conclude that there is not a clear distinction, in practice, between the policy-making functions of the governing board and the responsibility of the administration and faculty to administer and implement policy. Therefore, the Committee is recommending that the institution demonstrate a clear distinction in practice.
In its discussion, the Committee states a concern with some long established practices at the institution. Board members have long believed that if they had specific questions about a variety of matters, they could call the responsible staff member without going through the President. Board members have also met with college associations, both formally and informally, to discuss their issues and concerns. These practices have been well known to the administration and the President has rarely asked the Board to “revisit” that practice. This has been the case because in most instances Board members have been careful to only listen and discuss policy matters and have referred specific administrative issues to the administration.
What concerns the administration and the Special Committee are those instances where Board members have become involved in operational matters and appear to undermine the administration’s role. The Committee cites two specific examples, one where the President was excluded from an Executive Session which dealt with employee grievances and another where a Board member met with an employee with a pending grievance. The Committee also states that it was told of other intrusions by a minority of trustees seeking favorable employment opportunities of particular individuals or seeking information about various college operations. Recently, the President has complained of the actions of an individual board member concerning the design plans for a new campus. These intrusions, taken as a whole, are seen as undermining the role of the administration.
One particular concern to the Special Committee is that historically the institution has not provided adequate orientation to new trustees, either before or after their election to the Board of Trustees. SACS is suggesting that the Board adopt and implement a thorough new Board member orientation program that includes review and discussion of the Board’s approach to policy and management distinctions, a comprehensive financial review of the institution, an educational program review, as well as a program to describe the form and function of a governing Board at institutions of higher education, particularly those accredited by the Commission on Colleges of the Southern Association of Colleges and Schools. We have made a start on such a program with our September, 2003 retreat. We are assigning our Board Vice Chair to work with our President to develop a complete program within the next 60 days. Moreover, the entire Board has agreed to participate in the new program as a means of promoting shared consensus and more effective policy governance.
The Special Committee is also
concerned that we have not performed an adequate job of self regulating Board
members who may engage in behavior contrary to our Code of Ethics policy. The Committee’s report indicates that the
Code of Ethics would be adequate, if enforced.
Specifically,
Policy B-3 (5) states that Board members should “carefully avoid
the assertion of board authority or preference as an individual trustee or in
concert with other trustees, other than at official board meetings or as a
result of official board actions”. In
addition, Policy B-3(8) states that trustees should “refrain from any attempt
to influence individual admissions, personnel, or purchasing decisions, except
when the decision is an agenda topic at an official board meeting”. In
order to enhance compliance with the Code of Ethics and the principle of
non-interference with administrative matters, the Board will amend Board policy
to provide that:
1) The Code of Ethics
will be broadened to prohibit any attempt to influence any individual
operational decisions and any request for information that does not accord with
Board policy.
2) Board members and
persons who have filed a grievance may not communicate about the grievance
while it is pending.
3) Requests from
trustees for information may be made only to the President, unless he or she
refers the trustee to a subordinate.
4) All employees and associations are
directed to take any and all administrative matters to the President. Such items may be presented during the public
reports to the board at its monthly meeting if the items have first been
brought up to the President with sufficient opportunity for his/her
consideration and the association believes the items have not been resolved to
the satisfaction of the association.
5) Although Texas law allows the election of a trustee who
has a spousal or other familial relation with an employee of the college,
neither such a trustee nor the employee related to him or her may take
advantage of the relationship to obtain favorable consideration, to influence
operational matters, or to gain access to college information not available
under Texas Open Records Act.
6) The Board
will annually adopt a professional development plan for all trustees, with the
Board Chair having the authority to approve the actual expenditures and
requests for reimbursements of individual trustees. This will avoid
placing college employees in the uncomfortable position of monitoring board
member travel and related expenses.
7) There shall be
a mechanism for enforcement of the Code of Ethics under which:
[1] Any
person, with supporting information, may allege noncompliance with the Code to
the Board Chair or the Vice-Chair (if the Chair is the target of the
allegation). The Board will be advised
when any allegation has been raised.
[2] The
Chair or Vice-Chair will undertake a process to resolve the complaint.
[3] If
either the complainant or the Board member requests, the Chair will name an
independent third party to investigate the complaint and report to the Board.
[4] If the
Board finds a violation of the Code, it will reprimand or censure the Board
member, which is the only sanction available to it under
The Special Committee also indicated a concern in its narrative and again in its Suggestion 2 about the inclusion of the President and legal counsel at executive sessions of the board. The Board of Trustees Bylaws shall be amended to add the following language: The President and appropriate staff designated by the President shall have the right to be present at all executive sessions of the board unless the session is specifically to evaluate the President’s performance and only if said issue is properly disclosed under state law on the board agenda. The following language will be added as Board Policy B-2 [14]: To evaluate annually its own performance. This will include a formal assessment of Board strengths and weaknesses with the identification of measurable action plans, the completion of which will be monitored by the Board Chair.
The Special Committee also identified as Suggestion 3 the adoption of a formal plan by the Board to regularly evaluate the Board’s function and effectiveness. Certainly, our board has conducted self-evaluations, but there is room for improvement. We commit to engaging an appropriate professional within 30 days to work with the Board to develop a formal plan. The plan should include a provision on board compliance, both in practice and in policy with SACS governance provisions.
Finally, we acknowledge that there
have been a few specific instances where individual board members have
attempted to influence personnel decisions or interfered in administrative
matters in other respects. As the
Special Committee pointed out, at least some of these instances have been known
to other board members. Since we said
nothing at the time, we are collectively responsible and it would be
hypocritical to single out individuals.
We believe that the statements contained herein and the policy changes
being proposed are sufficient to put the entire college community on notice
that actions contrary to our revised board policies will no longer be tolerated
and that this board chair and future chairs will act swiftly to ensure that
Board policies governing our actions are followed as rigorously as we expect
all other policies to be followed. For
their part, board members will be more diligent than ever to avoid the
assertion of board authority other than at official board meetings. And
we commit, as a Board, to monitor and enforce, to the fullest extent allowed by
Mr. Quintanilla introduced the item
and Trustees proposed revisions to Board Policy B-2.
B-2. DUTIES AND
RESPONSIBILITIES, BOARD OF TRUSTEES
The Board of Trustees has the
responsibility for formulating public policy for the operation of the Austin
Community College District. It functions as the legislative and policy-making
body charged with the governance and control of activities within the College
District. The formulation and adoption of written policy is the basic method by
which the Board exercises its leadership in the operation of the College
District. The Board delegates to the President of the College the function of
specifying required actions and designing the detailed arrangements under which
the College will be operated. The Board maintains and supervises the College by
evaluating information and recommendations concerning implementation of its
policies. The general responsibilities of the Board are:
[1] To adopt and periodically
review a statement of philosophy that clarifies basic educational beliefs and
educational responsibilities of the College for the community.
[2] To determine the quality of
professional leadership needed to carry out the philosophy and objectives of
the College.
[3] To select and appoint the
President of the College, and provide a formal annual performance evaluation
based primarily on the effectiveness of the implementation of Board policies.
An informal feedback session will also be provided the President during each
summer quarter.
[4] To establish the policies
necessary for supporting operations of the College District.
[5] To review and take
appropriate action on matters relating to site and facilities development.
[6] To provide ways and means of
financial support, approve the annual budget, and review and approve
expenditures as provided in College policy.
[7] To approve courses and
programs of study that support community needs.
[8] To require and review
appropriate administrative reports.
[9] To consider inquiries and
requests from citizens and organizations on matters of policy, fiduciary responsibilities, administration strategic direction, and other items of
public concern affecting the College District.
[10] To serve as a final
adjudicating agency for students, employees, and citizens of the
[11] To bear the legal
responsibility for all aspects of the operation of the College District.
[12] To choose its officers and
advisors, and to plan its own activities and priorities.
[13] To develop an annual
professional development plan for Board members. The Board will annually
adopt a professional development plan for all trustees, with the Board Chair
having the authority to approve the actual expenditures and requests for
reimbursements of individual trustees.
[14] To evaluate annually its own
performance. This will include a formal
assessment of Board strengths and weaknesses with the identification of
measurable action plans, the completion of which will be monitored by the Board
Chair.
* * * * *
Mr. Quintanilla introduced
the item and Trustees proposed revisions to Board Policy B-3.
B-3. CODE OF ETHICS - BOARD
OF TRUSTEES
A. Standards of Conduct
The
Austin Community College Board of Trustees endorses the following standards of
conduct for individual ACC trustees:
[1] To identify
and disclose any actual or potential conflicts of interest, and to act at all
times for the general public good, regardless of personal friendships,
relations, or interests. Although Texas law allows the election of a
trustee who has a spousal or other familial relation with an employee of the
college, neither such a trustee nor the employee related to him or her may take
advantage of the relationship to obtain favorable consideration, to influence
operational natters, or to gain access to college information not available
under Texas Open Records Act.
[2] To keep well-informed on
board-related issues, and to attend and participate actively in meetings of the
board and its committees.
[3] To encourage and engage in
open and honest discussion in making board decisions, to respect differences of
opinion, and to keep an open mind until everyone has been heard from.
[4] To respect the board's
collective decision process, and to accurately report and explain board votes
and policies.
[5] To carefully avoid the
assertion of board authority or preference as an individual trustee or in
concert with other trustees, other than at official board meetings or as a
result of official board actions.
[6] To respect the
authority and responsibilities of other people within the college or external contractors,
empowering them to work without interference within the limits of board
policy.
[7] To maintain the
confidentiality of privileged information, as outlined in the Texas Open
Records and Meetings Act.
[8] To not refrain from any attempt to influence any operational decisions, including but not
limited to, individual admissions,
personnel, or purchasing decisions, except when the decision is an agenda topic
at an official board meeting. Specifically, Board members may not have
any communications about a
grievance with any person who has a grievance pending.
[9] To be scrupulous in
requesting only authorized, legitimate reimbursement of college-related
expenses, following the same rules and guidelines required of
[10] To interact with each other as well as
employees, students, and other citizens in a manner that creates and sustains
mutual respect.
B. Code
of Ethics
The mechanisms for enforcement of the Code of
Ethics will be:
[1] Any person, with supporting information, may
allege noncompliance with the Code to the Board Chair or the Vice-Chair (if the
Chair is the target of the allegation).
The Board will be advised when any allegation has been raised.
[2] The Chair or Vice-Chair will undertake a
process to resolve the complaint.
[3] If either the complainant or the Board
member requests, the Chair will name an independent third party to investigate
the complaint and report to the Board.
[4] If the Board finds a violation of the Code,
it will reprimand or censure the Board member, which is the only sanction
available to it under
* * * * *
Mr. Quintanilla introduced
the item and Trustees proposed revisions to Board Policy B-4.
B-4. BOARD OF TRUSTEES BYLAWS
1. General Delegation of Authority for Board
Procedure
The
Board Chair shall decide any questions of Board procedure that are not
addressed by, or that require interpretation of, law, Board policy, or specific
Board resolutions.
The
Board shall elect from among its members a Board Chair, who shall preside over
Board meetings and shall coordinate policy-development activities and the
Board-President relationship; a Board Vice-Chair, who shall coordinate the
community-linkage activities of the Board and shall preside in the absence of
the Board Chair; and a Board Secretary, who shall oversee and certify the
records of the Board and shall coordinate monitoring of
compliance with Board policy. These officers shall be elected at the first
Board meeting after a Trustee election is completed, a year later, and when a
vacancy in an office exists or is created by Board vote. No trustee may serve
in the same office for more than two of any four consecutive years.
3.1 Official meetings of the Board,
including specially-called meetings, can be called, within the notification
limits imposed by law, by the Board Chair or by any three Trustees. The Board
shall not take immediate action on a topic (i.e., a final vote on a topic at
the first meeting at which it is discussed or at other than the regular meeting
of the month or a recessed continuation) unless taking immediate action is
necessary to benefit the College. However, although a change to Board policy
may be adopted at a meeting other than the regular meeting of the month, the
change must, without exception, have been discussed at a prior meeting. The President and Board Officers must use
best efforts to ensure that items will not be brought to the Board for
immediate action unless they could not reasonably have been discussed at an
earlier meeting and/or scheduled for a final vote at the first regular meeting
of the month.
3.2 The College President and Board Chair
shall develop proposed agendas for Board meetings in accordance with priorities
set by the Board, with final authority on what is included in the agenda and
agenda packet resting with the Board Chair. A motion to place an item on a
particular future agenda shall, at the request of any trustee, be placed on the next agenda for determination by Board
vote. The College President shall cause all Trustees to be sent the agenda and
all supporting materials at least 5 days before the meeting, and shall cause
all required legal postings of Board meetings. Only subjects on the agenda
shall be considered at a meeting.
3.3 Robert's Rules of Order shall be used
to conduct meetings of the Board and its committees, subject to these bylaws
and applicable law. Final approval of any non-procedural motion requires
affirmative votes in a public session from a majority of the full current
membership of the Board. For procedural motions, amendments, and committee
votes, the majorities required by Robert's Rules of Order shall be of members
present and voting.
3.4 The College President shall cause to
be kept all legally-required records of Board meetings. Minutes of the full
Board shall accurately reflect the actions taken by the Board and the vote of
each Trustee on those actions. When approved by the Board and signed by the
Secretary, the minutes shall become the official record of a meeting. The
Secretary shall have authority over how the decisions and activities of the
Board are presented by the College.
3.5 The President and appropriate staff designated by the President
shall have the right to be present at all executive sessions of the board
unless the session is specifically to evaluate the President’s performance and
only if said issue is properly disclosed under state law on the board agenda.
4. Requests for Information
Requests from trustees for information may be made only to the President,
coordinated through the Board Chair.
Mr. Quintanilla introduced
the item and Trustees proposed revisions to Board Policy C-4.
C-4. INTERNAL EMPLOYEE
ASSOCIATIONS
[1]
Regular opportunities for comment to both the administration and Board of
Trustees shall be provided to representatives of any employee associations that
are recognized by the Board of Trustees as being based on the main categories
of the College's personnel classification system, open to all employees in the
relevant category without charge, governed by democratic means approved by a
majority of their members, and willing to accept the legal and policy
restrictions of being an internal College activity.
[2]
The administration shall consult in a timely manner with representatives of
such employee associations in order to receive their comments prior to taking
actions that would have a substantial effect on their members, including
instituting or changing administrative rules and making administrative
decisions or recommendations to the Board on compensation and working-condition
issues.
[3]
When matters of concern to an internal employee association require a Board
vote, a representative of the group shall be provided an opportunity to freely
address the Board meetings at which the topic is considered. In any
communication with one or more Trustees prior to such meetings, the group
should strive to make any additional substantive information it supplies related
to the issue made available to all Trustees and to the administration.
[4] The President shall maintain administrative
rules that facilitate participation of employees in recognized internal
employee associations, including the budgeting of appropriate operational
support and provision of information about their associations to each new
employee.
[5] Disputes about the interpretation of the
bylaws of an internal employee association shall be resolved by the association
without participation by the administration or Board.
[6] All employees and associations are directed to take any and all
administrative matters to the President.
Such items may be presented during the public reports to the board at
its monthly meeting if the items have first been brought up to the President
with sufficient opportunity for his/her consideration and the association
believes the items have not been resolved to the satisfaction of the
association.
* * * * *
Trustee John Worley moved and Barbara Mink seconded that:
MOTION: That the
Board of Trustees direct the College to send to the
Southern Association of Colleges and Schools (SACS) the attached response and
that the Board, as a whole, endorses this response and resolves to carry out
the commitments contained in it.
VOTE: The motion
passed on a unanimous vote of 8-0.
FOR: Lillian Davis,
John Hernandez, Allen Kaplan,
* * * * *
Resolution 7801
Response to Report of the Special Committee
of the Southern Association of Colleges and
Schools (SACS)
The
The Board, as a whole, endorses this response and resolves to carry out the commitments contained in it.
_____________________
Rafael Quintanilla, Chair
Board of Trustees
Attest:
__________________________
Allen H. Kaplan, Board Secretary
* * * * *
Having
no motion before the Board, the
Approved By
Allen
H. Kaplan, Secretary