Board of Trustees Meeting Minutes
Wednesday, April 23, 1997
World Trade Center
Saint Paul, Minnesota
Trustees Present: Nancy Brataas, Kathleen Caffey, Dennis Dotson, David Erickson, Robert Erickson, Christine Fritsche, Randall Knudson, Stephen L. Maxwell, William Smoley, Denise Stephens, William Ulland, Michael Vekich
Trustees Absent: Archie D. Chelseth, Gary Mohrenweiser
a. Approval of March 19, 1997, Board of Trustees meeting minutes
Trustee Vekich moved approval of the March 19, 1997, meeting minutes. Trustee Brataas seconded and the motion passed unanimously.
b. Interim Chancellor Selection
Chair Ulland reported that when Chancellor Eaton resigned he asked her for recommendations for an interim chancellor. Chancellor Eaton recommended Morrie Anderson. After giving it some thought, Chair Ulland concluded that the appointment of a long-term interim chancellor was critical for the long-term stability of the system. He explained that a national search takes a minimum of six to nine months, a delay which would cost MnSCU dearly. In addition, applicants for the position will be limited because of the cap on the chancellor's salary. Chair Ulland continued that Morrie Anderson has considerable public sector experience, the ability to manage large complex organizations in a public environment, governmental skills, and has a knowledge of Minnesota. Governor Carlson supported Mr. Anderson as interim chancellor and there was strong bipartisan support from Senator Majority Leader Roger Moe and Speaker of the House Phil Carruthers. Representative Lyndon Carlson and Representative Gene Pelowski were supportive as well. Chair Ulland commented that he and Vice Chair Fritsche met with MnSCU's senior staff, heads of the student and faculty associations, many of the campus presidents and others to explain the rationale for recommending Mr. Anderson. There was strong support for the recommendation.
Vice Chair Fritsche reported that MnSCU's first two years have been characterized by a series of major initiatives to establish an educational and organizational structure for the new system. The 1997-2000 strategic plan defines MnSCU's educational goals and will function as a blueprint for the work to be done in the next three years. An organizational structure is emerging defined by mandate reduction to build a culture of decentralized accountability, development of a comprehensive management information system, a new allocation model and executive evaluation.
With the departure of Chancellor Eaton on June 30, 1997, MnSCU's future progress is dependent, first and foremost, on a stable and orderly transition in the chancellor's office. To achieve this transition, MnSCU needs a leader who is knowledgeable about the system and its educational goals and organizational progress to date; with strong skills in leading a complex organization; and informed about Minnesota and the governmental process.
Mr. Morris J. Anderson, currently Chief of Staff to Governor Arne Carlson, can provide this needed stability. Mr. Anderson has served as a member of the MnSCU Board of Trustees since 1996. He is thoroughly informed about MnSCU's educational goals and direction. As a former commissioner of revenue and former executive director of the Minnesota Association of Counties, he has 28 years of experience in governmental relations and the political process. Mr. Anderson holds a graduate degree in urban affairs from Mankato State University and an undergraduate degree in economics from Macalester College.
Vice Chair Fritsche moved that the Board of Trustees appoint Mr. Morris J. Anderson as Interim Chancellor of the Minnesota State Colleges and Universities effective July 1, 1997, subject to the terms of the Excluded Administrators Plan. Although the chancellor serves at the pleasure of the Board , the expectation is that Mr. Anderson will serve in this position for a two-year period. Trustee David Erickson seconded the motion.
Chair Ulland asked three times if there were motions for other candidates. Hearing none, Chair Ulland announced there was one candidate for interim chancellor.
Responding to a question, Chair Ulland explained that the student associations were generally supportive of Mr. Anderson. The faculty associations understand the rationale for the recommendation but were cautious because of the political perception. Responding to a question related to naming Mr. Anderson as "interim chancellor" rather than "chancellor," Chair Ulland explained that it is appropriate to name Mr. Anderson as interim chancellor, if he is appointed, because the Board has not conducted a national search. Chair Ulland continued that Mr. Anderson will be perceived as chancellor and will serve from July 1, 1997 through June 30, 1999. A national search for chancellor will begin in early 1999.
Trustee Maxwell offered an amendment to strike the last sentence in the motion, which he said was confusing. Trustee Smoley seconded and the amendment failed on a roll call vote of nine against (Trustees Vekich, Stephens, Knudson, Fritsche, Robert Erickson, David Erickson, Caffey, Brataas and Ulland) and three in favor (Trustees Smoley, Dotson and Maxwell).
Trustee Maxwell moved that the Board of Trustees allow representatives from the presidents, faculty and students to speak to the motion. Trustee Knudson seconded. Several trustees spoke in favor of the motion. Chair Ulland accepted the motion and invited the student associations, faculty associations and the council of presidents to address the Board .
Brent Glass, chair, Minnesota State University Student Association, commented that MSUSA has not met and therefore has no formal decision on Mr. Anderson's appointment.
Nicholas Hawkins, president-elect, Minnesota Technical College Student Association, commented that MTCSA was not available for consultation because the current president's (Bud Draeger) mother recently passed away and members were attending the funeral. Mr. Hawkins continued that he and other directors of MTCSA fully support the appointment of Mr. Anderson for two years.
David Abel, president, Inter-Faculty Organization speaking on behalf of IFO, Minnesota Community College Faculty Association, and United Technical College Educators commented that they look forward to working with Mr. Anderson. While there was concern with the process, they understand the reasons behind the decision. He continued that they look forward to participating in the selection process for a permanent chancellor.
Dr. Retterer, president, Ridgewater Community and Technical College, reported that the presidential advisory council supports the motion to appoint Mr. Anderson as the interim chancellor for the two-year period.
Chair Ulland called the question to appoint Mr. Anderson as interim chancellor of MnSCU for a two-year period, effective July 1, 1997. The motion carried on a unanimous roll call vote of twelve in favor (Trustees Vekich, Stephens, Smoley, Maxwell, Knudson, Fritsche, Robert Erickson, David Erickson, Dotson, Caffey, Brataas, and Ulland).
Chancellor-elect Anderson accepted the appointment and thanked the Board of Trustees for their vote of confidence and trust. He thanked Chancellor Eaton for paving the way by laying down a foundation for change. He thanked the presidents, the faculty, students, staff and the entire MnSCU community. Chancellor-elect Anderson remarked that two priorities were to hire a vice chancellor of academic affairs as soon as possible and to listen a lot to learn what is on the minds of presidents, faculty, students, staff and others in the MnSCU community. In conclusion, Chancellor-elect Anderson read the following words, from Thomas Jefferson, that have guided him throughout his career:
"I am not an advocate of frequent changes in laws and institutions. But laws and institutions must go hand in hand with the progress of the human mind. As that becomes more developed, more enlightened, as new discoveries are made, new truths discovered and manners and opinions change with the circumstances, institutions must advance also to keep pace with the times."c. Executive Committee Report, April 2, 1997
Chair Ulland reported that the Executive Committee met on April 2, 1997, and reviewed the April 22-23, 1997, Board and committee meeting agendas.
d. Announcement of Meeting Times for Executive Committee
Chair Ulland reported that the Executive Committee will meet on the first working day of each month, rather than the first Wednesday of each month, to allow additional time to prepare the Board meeting packets.
e. Announcement of May 20-21, 1997, Board of Trustees Meeting
Chair Ulland announced that the Board of Trustees will meet on May 20-21, 1997.
a. Educational Policy Committee
b. Facilities Committee
- Proposed Policy 3.3 - Assessment for College Readiness (first reading)
Committee Chair Vekich reported that Policy 3.3 will be presented for a second reading in May. Policy 3.3 will replace the community and technical colleges carry-forward policies, and will establish a Systemwide policy and standard for assessment of basic skills of incoming students.
- New Program Approval: Bachelor of Science in Environmental Science - Southwest State University
Committee Chair Vekich moved approval of Southwest State University's request to offer a Bachelor of Science degree program in Environmental Science. The Board of Trustees requests a report from the university on enrollments and costs by August 30, 1998. Trustee Stephens seconded and the motion carried.
- New Program Approval: Physical Therapist Assistant Program - Dakota County Technical College & Inver Hills Community College
Committee Chair Vekich moved approval of a request from Dakota County Technical College and Inver Hills Community College to offer an Associate in Applied Science in Physical Therapist Assistant. The Board of Trustees requests a report from the colleges on enrollments and costs by June 15, 1999. Trustee David Erickson seconded and the motion carried.
- Proposed Amendment to MnSCU Policy 3.9 Licensure of Technical College Faculty Committee
Chair Vekich reported that Policy 3.9 Licensure of Technical College Faculty is a first reading and recommends the elimination of the requirement that part-time instructors at the technical colleges be licensed. The second reading will be on the May meeting agenda.
- Facilities Resource Management Co. (FRM), Report Regarding MnSCU Facilities Project Management
Committee Chair Robert Erickson reported that the Committee heard a report from Facilities Resource Management Company. A summary of their recommendations begins on page 55, and a recommendation of the role of the Board of Trustees with respect to Facilities Committee/Capital Projects is on page 75.
Trustee Smoley inquired about the status of the St. Cloud library project, specifically, the cause of the delay in the project. Vice Chancellor King reported that the project is approximately three to four months behind schedule because of an exchange between the system office staff, campus staff and the architects about basic engineering features of the library design. Another contributing factor relates to the reduction in project delivery staff that took place when the merger occurred.
- MnSCU System Office Move
Committee Chair Robert Erickson reported that the Committee did not have a recommendation on the MnSCU system office move because substantial information was presented at the Facilities Committee meeting which the committee felt it needed time to digest.
Vice Chancellor King reviewed the MnSCU System Office Move - Additional Information report, which was distributed. On March 19, 1997, the Board of Trustees authorized staff to develop final lease terms and conditions for the World Trade Center and Metropolitan Building, finalize cost estimates and relocation schedules and further develop parking solutions for both building option.
Two years ago, MnSCU completed a request for proposal process (RFP) for a new location. The process was stopped when a new chancellor was hired and the system office was reorganized and downsized. A new RFP process was started in November, 1996. The search is for office space in the downtown core of St. Paul, accessible to the legislature, and available to public transit. The move is necessary because the executive branch continues to press for demolition of the Capitol Square building. Absent demolition, the state is unwilling to spend more money on the building as state architects are of the opinion that the building is beyond the point at which any investment would be prudent. The building continues to decline and this is why MnSCU's rent is so low. In addition, the other major occupant of Capitol Square is the Department of Children, Families, and Learning and they are pressing MnSCU for space.
MnSCU solicited from 17 property owners and received three bids. The highest bid was rejected. The two remaining bidders were the Metropolitan Building and the World Trade Center. Initially, the Metropolitan Building bid was the more competitive. Recent discoveries have revealed that the Metropolitan Building substantially underestimated the allowance necessary to convert the existing space into building standard office space as per MnSCU's program. Additionally, the Metropolitan Building is a non-sprinkled building and there is a question whether current code requires installation. Also, the current bid excluded liability for asbestos or hazardous material encapsulation or removal. Consequently, Metropolitan Building's per square foot cost was $1.70 less than the World Trade Center, a difference of about three percent. Since then, the World Trade Center lowered its per square footage bid and produced cost estimates for construction build-out for which they will guarantee delivery of the space as specified. The Metropolitan Building is over 50 years old, while the World Trade Center is less than eight years old.
One of the issues in considering where to relocate the system office is the issue of staff and visitor parking. The Metropolitan Building will convert the first floor to parking and is offering between 75-90 parking spaces. The World Trade Center bid includes 30 spaces in the underground parking ramp for parking at additional cost. Sixty percent of MnSCU employees currently park in the Capitol Square or Centennial lots. Employee costs for parking may increase significantly. The Department of Administration is attempting to provide a solution to the parking by running a shuttle from 5:30 a.m. - 8:30 a.m. and 3:00 p.m. - 6:30 p.m. between the Sears lot and the downtown core. This service will be free and will allow employees to park at similar costs to what they are currently paying to park in state owned lots.
Vice Chancellor King reported that MnSCU has been in negotiations with the two bidders since February. Final lease negotiations will require 30 to 60 days. Build-out will commence once the lease is executed and will require another 60 to 90 days, with relocation in September. Vice Chancellor King summarized the recommended motion and urged the Board to make a decision this month.
There was a considerable discussion. Trustee Robert Erickson reported that the members of the Facilities Committee were concerned because about $14,000 per year or $140,000 total for the cost of renting conference facilities needs to be added to attachment B of the World Trade Center proposal . Another concern related to considering other locations besides downtown St. Paul. Trustee Dotson commented that the World Trade Center fails on several accounts: 1) lack of image and wrong image for MnSCU as an organization, 2) it has barriers to productivity; parking for example; 3) MnSCU is a permanent organization and $8 million dollars for rent over ten years is a lot of money and perhaps MnSCU should build its own building.
Trustee Chelseth reminded the Board that this is not the first time MnSCU has searched for a new location for the system office. Sites in Minneapolis, the Midway area, and other areas of St. Paul were considered. Trustee Chelseth urged the Board to provide proper housing for its staff and moved the staff-recommended motion. Trustee David Erickson seconded.
Trustee Robert Erickson commented that the World Trade Center gives the wrong impression of MnSCU, especially to people from greater Minnesota, students, faculty and others. The World Trade Center is a Class A building, which is not a good message for MnSCU. He continued that he was not comfortable with the Metropolitan Building either as it does not have a sprinkler system.
Replying to a question from the Chair about whether MnSCU can issue bonds for its own building, Vice Chancellor King reported that MnSCU has limited legal authority to issue bonds. That authority is invested in the old state university revenue bond fund, and MnSCU will be competing with a long list of others requesting state agency construction.
Replying to questions, Vice Chancellor King reported that the staff-recommended motion authorizes staff to complete lease negotiations and give a final report on the lease to the Board of Trustees in June. Trustee Vekich asked if the Board could vote down the lease in June and Vice Chancellor King replied yes.
Responding to a question, Chair Ulland reported that Interim-Chancellor-elect Mr. Anderson favored the move to the World Trade Center. Vice Chancellor King reported that if the Department of Administration is unsuccessful in the shuttle service solution, MnSCU has several alternatives. Employees can retain the state parking contracts they currently have in the Centennial ramp. Employees can secure other contract parking at a higher cost. There are currently several bills before the legislature grappling with this issue as there are other state agencies that have moved away from the state agency complex. These bills include language that will allow state employers to pay the difference between private and public parking costs, and another allows for no charge to the employee if there is no charge to the employer.
Trustee Chelseth withdrew his motion and Trustee David Erickson withdrew his second.
Sue Estes, Department of Administration, Real Estate Management Division, reported that their practice is to not pit one building against another. If MnSCU makes a decision to work with the World Trade Center, the Department of Administration will work only with them.
Chancellor Eaton asked the Board if they want to more fully explore the problem areas that have been clearly identified with the Metropolitan Building, such as the hazardous materials, sprinkler system, and other concerns. Trustee Vekich commented that he has concerns with the system office moving from one sick building to another, and continued that the environmental issues of the Metropolitan Building must be examined. Trustee David Erickson commented that the World Trade Center, at $20 per square foot, is a much nicer building than the Metropolitan Building. He continued that it will take another two to three years for MnSCU to build its own building.
Trustee Chelseth moved the staff recommendation that the chancellor is authorized to negotiate final lease terms with the representatives of the World Trade Center. The lease shall run for ten years from approximately September 1, 1997, and may include a review at the fifth year in accordance with the staff proposal outlined above. The chancellor is further authorized to begin relocation planning with September 1, 1997, as the expected relocation date. It is expected that the final lease will be presented to the Board at the June Board meeting, with a further directive that staff enter into negotiations for the possibility of a five-year lease. Trustee Knudson seconded the motion and it carried on a roll call vote of eight in favor (Trustees Vekich, Stephens, Knudson, David Erickson, Caffey, Brataas, Ulland and Chelseth) and three opposed (Trustees Fritsche, Robert Erickson and Dotson).
- Land Transfer to the City of Moorhead
Committee Chair Erickson moved approval of the conveyance of up to 10.8 acres of land held by Moorhead State University to the City of Moorhead. Approval is given pending authority granted by the 1997 Legislature to convey this land. The Attorney General is to prepare the necessary documents to convey the property and execute lease/use agreements between the city, the ice hockey association and the university. Trustee David Erickson seconded and the motion passed.
c. Joint Fiscal Policy and Facilities Committees
- MnSCU Revenue Fund FY 1998 Spending Plan
Trustee Erickson reported that the MnSCU Revenue Fund FY 1998 Spending Plan recommendation is for no increase for either residence hall rates or base rate for the student unions and other facilities. The matter will be on the May agenda for action. Trustee Erickson said the revenue bond fund financials were discussed extensively last month and they are in very healthy condition.
- 1998 Capital Budget Project Requests
Trustee Erickson said the joint committees reviewed the 1998 Capital Budget Project requests. There are over $400 million in project requests listed on pages 125-143. Additional recommendations will be made at the May meeting and action will be taken in June. Vice Chancellor King will consider possible dates for Board members to tour some of the projects after the May meeting.
d. Fiscal Policy Committee
e. Audit Committee
- Revenue Bond Fund Management Delegation to the State Board of Investment
Committee Chair Chelseth reported the Fiscal Policy Committee amended the staff recommended motion for the delegation of the revenue bond fund to the State Board of Investment.
Committee Chair Chelseth moved that the Board of Trustees direct the chancellor to negotiate a management contract with the State Board of Investment for the investment administration duties of the Minnesota State Colleges and Universities Revenue Bond Fund. Quarterly performance reports will be submitted to the Board. The Board of Trustees further approves the attached resolution authorizing the State Board of Investment to hold and invest Revenue Bond Fund monies at the direction of the vice chancellor-chief financial officer. In addition, the words "his or her designee" were stricken from the resolution and agreement, as appropriate. Trustee Vekich seconded and the motion carried.
- FY 1998 Allocation Implementation Recommendation
Committee Chair Chelseth reported that the committee approved an amended motion to adopt the FY 1998 Allocation Implementation Recommendation.
Committee Chair Chelseth moved that the Board of Trustees reaffirm its commitment to move to the FY 98 Allocation Model for all MnSCU institutions as well as its commitment to maintain access throughout the state. The first state of implementation (FY 1998) will enable all institutions to participate in increases in base funding that MnSCU may receive for FY 1998-1999. If MnSCU receives the Governor's recommended appropriations or a greater amount, the Board directs that all institutions will receive an allocation that is at least equal to each institution's FY 97 allocation of state appropriated dollars. The Board further directs the chancellor to develop strategies for maintaining access across the state as part of the allocation model implementation plan for FY 1999-2003 to be presented to the Board in September 1997. Trustee David Erickson seconded and the motion carried.
Committee Chair Chelseth announced that the Board received a letter today signed by 31 legislators, primarily rural legislators, that were concerned with access to out-state Minnesota campuses and the potential adverse impact of MnSCU's allocation model. The letter was distributed to the Board . Vice Chancellor King commented that the legislators emphasized that access is as important as efficiencies as a public value in higher education. Committee Chair Chelseth announced that the recommended motion addresses the legislators' concerns. The Board agreed to send a letter to each legislator from Chair Ulland reaffirming the Board has a similar commitment to access.
- Update and Revision of Audit Action Plan
Trustee Brataas announced that the Board of Trustees will be asked to suspend the rules for final Board approval of several items that were inadvertently omitted from the agenda. Trustee Brataas reported that the items that will be presented for approval were previously reviewed three times by the committee. They are: Audit Committee Charter; Bylaws; Internal Audit Charter; organizational chart; job description and qualifications for the director of internal audit; internal audit department budget; and system office timeline for the senior administrator search, notice of vacancy, and step-by-step search process. This last item, previously mailed to the Board of Trustees, was distributed.
Trustee Maxwell moved to suspend the rules to permit the recommendations of the Audit Committee to be voted on for action at this meeting. Trustee Fritsche seconded, and the motion carried with one nay (Trustee Smoley).
Trustee Maxwell moved that the Board approve the Audit Committee Charter contained on page 201-202 of the Board agenda, as amended by the Audit Committee. Trustee Fritsche seconded. Executive Vice Chancellor Kerschner explained that the amendment changes the number of committee members from five to seven, rather than three to five, and is on page one, second line under composition. All the other changes are technical corrections. The motion carried.
Trustee Maxwell moved that the Board approve the Audit Committee Bylaws on pages 202-209 of the Board agenda, as amended by the Audit Committee. Trustee Vekich seconded. Executive Vice Chancellor Kerschner explained that on the top of page 203, under attendance, members of the Audit Committee are expected to be present, and on page 205, to recommend to the Board of Trustees approval of the appointment or removal of the director of internal audit..." Underlined words are new language. Other changes are technical corrections. The motion carried.
Trustee Maxwell moved that the Board approve the Internal Audit Charter as contained on pages 215-217 of the Board agenda, as amended by the Audit Committee. Trustee Vekich seconded. Executive Vice Chancellor Kerschner explained that on page 216, under authority and responsibilities, line 4, access is also granted by contract to all MnSCU related foundations. Underlined words are new language. Trustee Chelseth offered a friendly amendment to the motion as follows beginning on the second line from the bottom on page 216: "delete regular and capitalize Meetings, delete should and insert may, delete chair and insert officer of the Audit Committee." Trustee Maxwell accepted the friendly amendment. After discussion, Trustee Chelseth accepted a recommendation to add the word quarterly before meetings. Trustee Maxwell agreed and the amended motion carried.
Trustee Maxwell moved that the Board approve the Audit Committee Organizational Chart as it appears on page 210 of the Board agenda. Trustee Vekich seconded.
There was a discussion about the reporting relationship from the office of internal audit to the chancellor, and it was agreed to amend the motion by establishing a dotted line reporting relationship from the office of internal audit to the chancellor. The amendment was accepted by Trustee Maxwell and Trustee Vekich and the amended motion carried.
Trustee Maxwell moved that the Board approve the job description and qualifications for the Director of Internal Audit as contained on pages 211-213 of the Board agenda, as amended by the Audit Committee. Trustee Robert Erickson seconded. Executive Vice Chancellor Kerschner explained that additional language was added to the last sentence on page 213, as follows: Auditing will be done only with the concurrence of the Audit Committee with the approval of the Board of Trustees." The motion carried.
Trustee Maxwell moved that the Internal Audit Fiscal Year 1998 Budget as contained on page 214 of the Board agenda be approved by the Board. Trustee Vekich seconded. During discussion, it was agreed to amend the motion to include the word "preliminary," before budget. Trustee Maxwell and Trustee Vekich agreed and the motion carried.
Trustee Maxwell moved approval of the search process and timelines as contained in the hand-out distributed to the Board by the Audit Committee. Trustee Vekich seconded. After a discussion, it was agreed that if the Board approved the motion the Audit Committee will be restricted from any variation in the timelines of the search process. Trustee Vekich amended the motion so that the Board authorizes a search process, referencing the above mentioned documents. Trustee Stephens seconded the amendment, and it carried. The amended motion carried.
f. Board Operations Committee
- Proposed Amendment to Policy 1A.1, Consultation to Call Audit and Board Operations Committee Meetings (second reading)
Committee Vice Chair Knudson is reporting for Committee Chair Smoley who had to leave for another commitment.
Trustee Knudson moved approval of Amendment to Policy 1A.1 - Consultation to Call Audit and Board Operations Committee Meetings. Trustee Fritsche seconded and the motion carried.
- Attorney General Opinion/Open Meeting Law
Trustee Knudson said the committee agreed to pursue legislative action that will allow ex-officio members to be nonvoting members of committees. A second reading will take place at the May meeting.
- Delegation of Authority to Board Chair
Trustee Knudson reported that more information on delegation of authority to Board chair will be included in the rewriting of Chapter 1, and will be presented at a later date.
- Board Job Description
Trustee Knudson reported that a Board job description will be included in the rewriting of Chapter 1, and will be presented at a later date.
e. Personnel Policy Committee
- Profiles of Employees Covered by Collective Bargaining Agreements Committee Chair David Erickson reported that personnel staff reviewed information on bargaining groups, including background on the number of people in the different contracts. The date is useful and can be used for long-term planning.
William Ulland, Chair - Board of Trustees
Recorded by Inge Chapin