Board of Directors Meeting Minutes October 22, 2007, Seattle, WA

Attending: Board Members John Bucher, Jerry Campbell, Brian Hawkins, John Hitt, Rebecca King, Lucinda Lea, Marilyn McMillan, Tracy Mitrano, Margaret Plympton, Kathleen Santora, Scott Siddall, David Smallen, and Ellen Waite-Franzen.

Absent: None

Also present: Staff members Peter DeBlois, Denton Farnsworth, Cynthia Golden, Richard Katz, Mark Luker, Michelle McIrvin, and Diana Oblinger.

The meeting was called to order by Chair Bucher at 1:08 p.m.

Motion: That the minutes from the August 9, 2007, board meeting be approved.
Motion made by: Jerry Campbell
Seconded by: John Hitt
Passed by unanimous vote

Introduction of New Board Members

Brian Hawkins introduced and welcomed two newly elected board members, Thomas L. Maier and Carrie E. Regenstein, whose four-year terms begin on January 1, 2008.

Reports

President's Report

Conflict of Interest. Since the August meeting’s discussion of conflict of interest, there has been continuing scrutiny by the media and the New York Attorney General’s office of relations between higher education institutions, associations, and various corporate sectors. Staff and board members are asked to refer any questions about conflict of interest issues involving EDUCAUSE to Brian. This topic’s impact on institutions was discussed at a September meeting convened by ACE and will be addressed from an association perspective at the December meeting of the Washington Higher Education Secretariat. EDUCAUSE’s corporate Guiding Principles give us a solid grounding on conflict of interest. In addition, the executive staff wrote an essay, “Accountability, Ethics, and Conflict of Interest: Questions for Campus IT Professionals” for the November/December issue of EDUCAUSE Review. The EDUCAUSE position is to promote awareness and discussion of the importance of conflict of interest policies, not to try to stipulate those for its members. Brian will speak to this issue and good corporate relations at tomorrow’s Corporate Forum.
Closed Conference Registration. The conference closure was dictated by the capacity of the convention center, which was reserved nine years ago when there was little expectation of the growth in membership we have experienced. The staff urged early registration leading up to the closure. The executives and registration staff are prepared to deal with issues onsite.
Membership. The total number of member organizations recently passed 2,200. Two years ago, membership was 2,000, and at the time of the merger, in 1998, it was 1,460.
Dues. The three-year phase-in of staggered dues increases rather than full grandfathering, using the revised 2000 Carnegie classifications, cost the budget a total of $125K. The principle behind dues proposals to the board over this period was to be fair while making some adjustments to minimize dramatic increases to particular categories of schools. The evolution of the dues model, based on decisions made by the board, were outlined in a handout.
990 Forms. A new IRS 990 form for nonprofit organizations is being discussed, which will mean more work for accountants, and substantially increased reporting requirements for all campuses and associations.
Higher Education Reauthorization Act. The pending Higher Education Reauthorization Act could potentially increase financial aid and other reporting requirements from 68 to 168 different requirements.

Highlights of Vice President Cynthia Golden's Report

As part of the workforce development grand challenge item, we are piloting a Higher Ed 101 workshop, “What IT Professionals Need to Know about Higher Education,” led by Casey Green and Marilu Goodyear, as one of the preconference seminars. Based on the experience, we will decide whether and how to propagate the content in other forums. We may coordinate with NACUBO and other associations about possibly “modularizing” some of the content for future use among different associations.
EDUCAUSE is working with NERCOMP on developing a leadership development workshop for new supervisors. If successful, this could be offered on a regional basis, and serve as an entry point to the management and leadership programs that we currently offer.
We will expand opportunities for volunteer participation this year through the regional conferences. Each program committee will engage adjunct proposal readers to evaluate submissions to the conference, similar to what has been done for the annual conference since 2000.
Plans are underway for the Seminars on IT Leadership (replacing SAC) to be offered next July.

Highlights of Vice President Richard Katz's Report

Ron Yanosky has been serving very well as acting director of ECAR for the past three months.
The student study has been receiving a great deal of attention since its release in mid-September, including 16,700 hits on the abstract and much discussion in the blogosphere.
EDUCAUSE is much appreciated and well respected in Europe for its contributions to the profession.
Groundwork has been laid for ECAR research on the state of IT in Europe.
Richard will travel to Australia in December.
Twenty authors have contributed essays in support of the Grand Challenges work related to IT and new service delivery strategies. This work is well underway and will be put into production in Spring 2008.

Highlights of Vice President Mark Luker’s Report

We had an opportunity to educate a key staff member of Representative Buck McKeon about the file sharing provisions of HR 3746, The College Access and Opportunity Act of 2007, that are opposed by the higher education community. It will be important for our members to contact their representatives to convey opposition. Terry Hartle, the top federal relations officer for higher education in the U.S., is meeting with the EDUCAUSE Network Policy Council in Seattle.
Two important developments in our commitment to advancing understanding of Cyberinfrastructure (CI) are a planned ECAR study of CI in higher education, and a digest of important CI documents and development of campus to-dos for the community.
Because of the impasse in merger discussions between Internet2 and National LambdaRail, the planned featured session with their officials has been canceled.

Highlights of Vice President Diana Oblinger’s Report

The ELI Annual Meeting at the end of January exceeded the expected number of submitted proposals. There will be more video components than in the past, and participants will be able to engage in citizen journalism to generate content during the event.
The Spring Focus Session will be on Authentic Learning, i.e., learning by doing.
In trying to analyze what ELI members want by gauging Web hits and doing surveys, we have found that shorter resources like “The 7 Things You Should Know…” series continue to be the most used while longer resources are less used. The tentative conclusion is that busy professionals generally will pass on resources that take more than five minutes of “brain time.” This may have implications beyond ELI.
Membership growth since the new model was introduced continues to be healthy, including international connections in New Zealand and France.
Grand Challenges work has shown that institutions are not quite ready for an intensive push on Academic Analytics. A new angle, however, based on work being done at Purdue, suggests that providing academic performance information directly to students may be worth pursuing. If ultimately students have to take action toward improving performance, then providing them with information on “How am I doing?” relative to peers can provide the basis for informed change efforts.

Financial

Financial and Investment Update

Michelle McIrvin, director of financial and administrative services, summarized key elements of the financial and investment reports in tab 2 of the Board Book.

Approval of EDUCAUSE 2008 Budget and Program Plan

In responding to a request of the Board at the August meeting, Hawkins factored in a 3% increase in corporate dues for the 2008 budget, along with the originally proposed 2.89% increase for institutional members. The 2008 budget includes a contingency fund for the new president to draw on for new initiatives in support of the Program Plan.

Motion: That the revised budget, showing a deficit of $138,603 for 2008, be approved.
Motion made by: Ellen Waite-Franzen
Seconded by: Marilyn McMillan
Passed by unanimous vote

Motion: That the 2008 Program Plan, as discussed and amended, be approved.
Motion made by: Lucinda Lea
Seconded by: Marilyn McMillan
Passed by unanimous vote

Business Meeting

Discussion about Board Appointments and Continued Discussion of Governance

Discussion of Board membership composition began last spring; Hawkins encouraged continuing discussion with Oblinger early in 2008. Principle of having appointed members in addition to elected members was designed to ensure representation from other areas critical to IT in higher education, e.g., business affairs, library, research, presidents, associations, and so on. The Board can add members at a future date as it sees fit; EDUCAUSE bylaws only stipulate that a majority of Board members be elected. The consensus was that president-designate Oblinger bring recommendations to the January meeting.

Election of Board Officers for 2008

The following were elected for one-year terms starting January 1, 2008:

Chair – David Smallen
Vice Chair – Lucinda Lea
Treasurer – Scott Siddall
Secretary – Tracy Mitrano

Approval of Required Banking Resolutions

Motion: That the the following banking resolutions be approved.

EDUCAUSE BANKING RESOLUTIONS, effective January 1, 2008

Wells Fargo Bank of Boulder, CO, Checking; Wells Fargo Brokerage Services, Money Market, Federal Securities, Repurchase Agreements, and Certificate Accounts--Signature Resolution
"RESOLVED, That _____________, Chair; or _____________, Treasurer; or Brian L. Hawkins, President; or Richard N. Katz, Vice President; or Mark A. Luker, Vice President; or Beverly D. Williams, Senior Director; or Denton K. Farnsworth, Director, Administrative Services; or Susan A. O’Rourke, Office Manager; of this organization; be and are hereby authorized to withdraw funds of this organization from said Wells Fargo Bank of Boulder checking, money market, federal securities, repurchase agreements, and certificate accounts by transfer to other EDUCAUSE bank accounts and upon checks of this organization, signed as provided herein with signatures duly certified to said bank by the Director, Administrative Services of this organization, and said bank is hereby authorized to honor and pay any and all checks so signed, including those drawn to the individual order of any officer or any other person authorized to sign the same. Any check exceeding ten thousand dollars ($10,000) requires two authorized signatures."

Wells Fargo Bank of Boulder, CO, Safe Deposit Box--Access Resolution
"RESOLVED, That a safe deposit box at Wells Fargo Bank of Boulder be leased in the name of EDUCAUSE from said institution under the terms of the printed lease forms prescribed by said institution, that such lease agreement on behalf of EDUCAUSE shall be executed on its behalf by any of the following officers of this company: _____________, Chair; or ______________, Treasurer; or Brian L. Hawkins, President; or Richard N. Katz, Vice President; or Denton K. Farnsworth, Director, Administrative Services; or Michelle A. McIrvin, Director of Financial and Administrative Services. RESOLVED FURTHER, That any of the above persons will have the right of access to such box and will have the right to remove from and /or add to contents thereof and have full absolute control of the same, and that this company hereby waives any liability of said institution arising out of the exercise by any said named persons of the powers herein granted. RESOLVED FURTHER, that neither cash nor other negotiable assets will be stored in the Safe Deposit Box."

Motion made by: Marilyn McMillan
Seconded by: Ellen Waite-Franzen
Passed by unanimous vote

Discussion of a Proposed Executive Compensation Policy

Based on a recommendation in the May 2006 independent audit, a policy modeled on that of the National Association of College and University Attorneys (NACUA), including external analysis of the compensation of the president and vice presidents, was proposed.

GUIDELINES FOR REVIEWING EXECUTIVE COMPENSATION PURSUANT TO INTERNAL REVENUE SERVICE REGULATIONS ON INTERMEDIATE SANCTIONS

I. General Policy

The EDUCAUSE Audit Committee shall have oversight of all elements of executive compensation related to compliance with Internal Revenue Service (IRS) regulations, intermediate sanctions provisions, specifically to: 1) review thoroughly the compensation of the key executives of EDUCAUSE, including the President and Vice Presidents; 2) assess and approve the reasonableness of the compensation for key executives; and 3) report to the EDUCAUSE Board of Directors with regard to such matters. The Audit Committee is responsible for overseeing full disclosure of executive compensation as legally required on the annual Form 990.

Members of the Audit Committee, as well as any third parties providing professional advice to the Committee, must be independent and have no conflicts of interest as to the compensation being reviewed, the executives whose compensation is being reviewed, or any products or services (such as insurance arrangements or financial counseling) being considered. An assessment of independence should consider non-economic factors, such as close personal relationships.

The Audit Committee will not be responsible for determining the compensation of EDUCAUSE key executives. The Committee shall instead annually review and approve elements of executive compensation in a manner that is designed to comply with the regulations governing the Internal Revenue Service’s intermediate sanctions provisions (Treas. Reg. 53.4958 et al.), specifically the requirements for meeting the rebuttable presumption as set forth in Treas. Reg. 53.4958-6.

In order to satisfy the rebuttable presumption, compensation must be reasonable, i.e., an amount that would ordinarily be paid for similar positions by similarly situated organizations under like circumstances. Executive compensation arrangements should, therefore, fall within the bounds of market practice for positions at comparable associations or institutions in which their skills would be employed. A comparable association is ordinarily one that:

is legally established as a 501(c)(3) not for profit organization working in higher education;
has an annual budget that is of comparable size to the budget of EDUCAUSE; and
has a staff size that is of comparable size to the staff of EDUCAUSE.

Positions at comparable institutions in which their skills would be employed are defined as CIO positions (or their equivalent role) at private and public research universities.

II. Relevant Executive Positions

The Audit Committee shall annually determine the reasonableness of compensation for individuals holding the following positions:

President
Vice President(s)

III. Guidelines

Compensation determinations made by the Audit Committee will be premised upon the following guidelines:

A. General
The Audit Committee shall obtain and rely upon competitive compensation information either prepared by independent firms that reflects comparable organizations, or as available through public form 990 disclosures of relevant organizations, as defined in Article I above, and positions. The Audit Committee shall rely upon the survey data when determining the reasonableness of the compensation.

B. Chief Executive Officer’s Compensation
The Audit Committee shall annually conduct a review of the Chief Executive Officer’s compensation pursuant to the intermediate sanctions provisions of IRS regulations, as per Article I. The committee will meet to make its recommendations, which it will make to the EDUCAUSE Board of Directors.

C. Other Relevant Executives
Consistent with the standard of reasonableness set forth in Section I, the Subcommittee will also annually review the compensation of the Vice Presidents of EDUCAUSE and of all individuals holding relevant executive positions that EDUCAUSE may create, pursuant to the intermediate sanctions provisions of IRS regulations, as per Article I. The committee will meet to make its recommendations, which it will make to the EDUCAUSE Board of Directors.

IV. Record Action in Minutes

Timely and accurate minutes of all final actions will be recorded. These confidential minutes will include:

The terms of the approved arrangement and the date approved.
The Audit Committee members present during discussion and those who approved the arrangement.
The comparability data and how the data was obtained.
Any actions by committee members with potential conflicts of interest.
The rationale for determining the arrangement is reasonable if it exceeds the range of the comparability data.

The Audit Committee shall treat its compensation deliberations, and materials related to such deliberations, as confidential.

Motion: That the proposed EDUCAUSE Executive Compensation Policy be approved.
Motion made by: Lucinda Lea
Seconded by: Jerry Campbell
Passed by unanimous vote

Consideration of Recommended Changes in the EDUCAUSE Defined Contribution Retirement Plan

The EDUCAUSE Defined Contribution Retirement Plan was approved by the Board of EDUCAUSE, and it is required that any and all amendments to this plan also have Board approval. We recently learned that the Pension Protection Act of 2006 permits retirement plans to offer certain new options for participants and beneficiaries. The EDUCAUSE plan has always tried to offer the greatest flexibility to employees; therefore, we would like to amend the plan to permit two new options. The first option permits non-spouse beneficiaries of the plan to make a direct rollover of a plan distribution to an inherited IRA; while the second option permits hardship or unforeseen emergency distributions based on hardships or unforeseen emergencies experienced by a participant’s designated beneficiary.

Motion: That the Resolution dealing with the EDUCAUSE Defined Contribution Retirement Plan be approved.

RESOLVED that, effective as of October 22, 2007 the Defined Contribution Retirement Plan of EDUCAUSE is hereby amended to:

Permit non-spouse beneficiaries of the plan to make a direct rollover distributable amount to their own IRA
Permit hardship or unforeseen emergency distributions based on hardships or unforeseen emergencies experienced by a participant’s designated beneficiary

And be it further

RESOLVED that, the officers of EDUCAUSE be, and each of them hereby is, authorized and directed to take such further action as may be necessary or advisable to effectuate the foregoing resolution, including, but not limited to, adopting written amendments to the plan documents to implement the amendments authorized by this resolution and providing notification to certain interested parties of such amendments.

Motion made by: John Bucher
Seconded by: Marilyn McMillan
Passed by unanimous vote

Discussion of “Presenting ‘Your’ Organization”

Using a set of handouts, Golden and Oblinger presented an overview of important ways of representing the association to members and prospective members. EDUCAUSE has been effective before but needs to be more so in the future because of emerging competition for the IT community’s attention and resources.

New Business

On behalf of the Board, Bucher announced the creation of the Hawkins Leadership Roundtable in honor of Brian Hawkins’ legacy of leadership development. The Roundtable will be “an annual gathering of IT leaders who believe that one of the best ways to lead is to continue to learn.” The event will be designed in 2008, building on the leadership goals of the Frye Institute and the EDUCAUSE Institutes for Management and Leadership.

At this point in the meeting, the board moved into executive session.

Upcoming Board Meetings:

The next Board Meeting will be held January 31, 2008, in San Antonio, Texas, 8:00 – 5:00 p.m., following the ELI Annual Meeting.

Thursday, May 8, 2008, in Washington, DC, 12:30 – 5:00 p.m.

About EDUCAUSE Board of Directors Meeting Minutes		Board of Directors Meeting Minutes October 22, 2007, Seattle, WA Attending: Board Members John Bucher, Jerry Campbell, Brian Hawkins, John Hitt, Rebecca King, Lucinda Lea, Marilyn McMillan, Tracy Mitrano, Margaret Plympton, Kathleen Santora, Scott Siddall, David Smallen, and Ellen Waite-Franzen. Absent: None Also present: Staff members Peter DeBlois, Denton Farnsworth, Cynthia Golden, Richard Katz, Mark Luker, Michelle McIrvin, and Diana Oblinger. The meeting was called to order by Chair Bucher at 1:08 p.m. Motion: That the minutes from the August 9, 2007, board meeting be approved. Motion made by: Jerry Campbell Seconded by: John Hitt Passed by unanimous vote Introduction of New Board Members Brian Hawkins introduced and welcomed two newly elected board members, Thomas L. Maier and Carrie E. Regenstein, whose four-year terms begin on January 1, 2008. Reports President's Report Conflict of Interest. Since the August meeting’s discussion of conflict of interest, there has been continuing scrutiny by the media and the New York Attorney General’s office of relations between higher education institutions, associations, and various corporate sectors. Staff and board members are asked to refer any questions about conflict of interest issues involving EDUCAUSE to Brian. This topic’s impact on institutions was discussed at a September meeting convened by ACE and will be addressed from an association perspective at the December meeting of the Washington Higher Education Secretariat. EDUCAUSE’s corporate Guiding Principles give us a solid grounding on conflict of interest. In addition, the executive staff wrote an essay, “Accountability, Ethics, and Conflict of Interest: Questions for Campus IT Professionals” for the November/December issue of EDUCAUSE Review. The EDUCAUSE position is to promote awareness and discussion of the importance of conflict of interest policies, not to try to stipulate those for its members. Brian will speak to this issue and good corporate relations at tomorrow’s Corporate Forum. Closed Conference Registration. The conference closure was dictated by the capacity of the convention center, which was reserved nine years ago when there was little expectation of the growth in membership we have experienced. The staff urged early registration leading up to the closure. The executives and registration staff are prepared to deal with issues onsite. Membership. The total number of member organizations recently passed 2,200. Two years ago, membership was 2,000, and at the time of the merger, in 1998, it was 1,460. Dues. The three-year phase-in of staggered dues increases rather than full grandfathering, using the revised 2000 Carnegie classifications, cost the budget a total of $125K. The principle behind dues proposals to the board over this period was to be fair while making some adjustments to minimize dramatic increases to particular categories of schools. The evolution of the dues model, based on decisions made by the board, were outlined in a handout. 990 Forms. A new IRS 990 form for nonprofit organizations is being discussed, which will mean more work for accountants, and substantially increased reporting requirements for all campuses and associations. Higher Education Reauthorization Act. The pending Higher Education Reauthorization Act could potentially increase financial aid and other reporting requirements from 68 to 168 different requirements. Highlights of Vice President Cynthia Golden's Report As part of the workforce development grand challenge item, we are piloting a Higher Ed 101 workshop, “What IT Professionals Need to Know about Higher Education,” led by Casey Green and Marilu Goodyear, as one of the preconference seminars. Based on the experience, we will decide whether and how to propagate the content in other forums. We may coordinate with NACUBO and other associations about possibly “modularizing” some of the content for future use among different associations. EDUCAUSE is working with NERCOMP on developing a leadership development workshop for new supervisors. If successful, this could be offered on a regional basis, and serve as an entry point to the management and leadership programs that we currently offer. We will expand opportunities for volunteer participation this year through the regional conferences. Each program committee will engage adjunct proposal readers to evaluate submissions to the conference, similar to what has been done for the annual conference since 2000. Plans are underway for the Seminars on IT Leadership (replacing SAC) to be offered next July. Highlights of Vice President Richard Katz's Report Ron Yanosky has been serving very well as acting director of ECAR for the past three months. The student study has been receiving a great deal of attention since its release in mid-September, including 16,700 hits on the abstract and much discussion in the blogosphere. EDUCAUSE is much appreciated and well respected in Europe for its contributions to the profession. Groundwork has been laid for ECAR research on the state of IT in Europe. Richard will travel to Australia in December. Twenty authors have contributed essays in support of the Grand Challenges work related to IT and new service delivery strategies. This work is well underway and will be put into production in Spring 2008. Highlights of Vice President Mark Luker’s Report We had an opportunity to educate a key staff member of Representative Buck McKeon about the file sharing provisions of HR 3746, The College Access and Opportunity Act of 2007, that are opposed by the higher education community. It will be important for our members to contact their representatives to convey opposition. Terry Hartle, the top federal relations officer for higher education in the U.S., is meeting with the EDUCAUSE Network Policy Council in Seattle. Two important developments in our commitment to advancing understanding of Cyberinfrastructure (CI) are a planned ECAR study of CI in higher education, and a digest of important CI documents and development of campus to-dos for the community. Because of the impasse in merger discussions between Internet2 and National LambdaRail, the planned featured session with their officials has been canceled. Highlights of Vice President Diana Oblinger’s Report The ELI Annual Meeting at the end of January exceeded the expected number of submitted proposals. There will be more video components than in the past, and participants will be able to engage in citizen journalism to generate content during the event. The Spring Focus Session will be on Authentic Learning, i.e., learning by doing. In trying to analyze what ELI members want by gauging Web hits and doing surveys, we have found that shorter resources like “The 7 Things You Should Know…” series continue to be the most used while longer resources are less used. The tentative conclusion is that busy professionals generally will pass on resources that take more than five minutes of “brain time.” This may have implications beyond ELI. Membership growth since the new model was introduced continues to be healthy, including international connections in New Zealand and France. Grand Challenges work has shown that institutions are not quite ready for an intensive push on Academic Analytics. A new angle, however, based on work being done at Purdue, suggests that providing academic performance information directly to students may be worth pursuing. If ultimately students have to take action toward improving performance, then providing them with information on “How am I doing?” relative to peers can provide the basis for informed change efforts. Financial Financial and Investment Update Michelle McIrvin, director of financial and administrative services, summarized key elements of the financial and investment reports in tab 2 of the Board Book. Approval of EDUCAUSE 2008 Budget and Program Plan In responding to a request of the Board at the August meeting, Hawkins factored in a 3% increase in corporate dues for the 2008 budget, along with the originally proposed 2.89% increase for institutional members. The 2008 budget includes a contingency fund for the new president to draw on for new initiatives in support of the Program Plan. Motion: That the revised budget, showing a deficit of $138,603 for 2008, be approved. Motion made by: Ellen Waite-Franzen Seconded by: Marilyn McMillan Passed by unanimous vote Motion: That the 2008 Program Plan, as discussed and amended, be approved. Motion made by: Lucinda Lea Seconded by: Marilyn McMillan Passed by unanimous vote Business Meeting Discussion about Board Appointments and Continued Discussion of Governance Discussion of Board membership composition began last spring; Hawkins encouraged continuing discussion with Oblinger early in 2008. Principle of having appointed members in addition to elected members was designed to ensure representation from other areas critical to IT in higher education, e.g., business affairs, library, research, presidents, associations, and so on. The Board can add members at a future date as it sees fit; EDUCAUSE bylaws only stipulate that a majority of Board members be elected. The consensus was that president-designate Oblinger bring recommendations to the January meeting. Election of Board Officers for 2008 The following were elected for one-year terms starting January 1, 2008: Chair – David Smallen Vice Chair – Lucinda Lea Treasurer – Scott Siddall Secretary – Tracy Mitrano Approval of Required Banking Resolutions Motion: That the the following banking resolutions be approved. EDUCAUSE BANKING RESOLUTIONS, effective January 1, 2008 Wells Fargo Bank of Boulder, CO, Checking; Wells Fargo Brokerage Services, Money Market, Federal Securities, Repurchase Agreements, and Certificate Accounts--Signature Resolution "RESOLVED, That _____________, Chair; or _____________, Treasurer; or Brian L. Hawkins, President; or Richard N. Katz, Vice President; or Mark A. Luker, Vice President; or Beverly D. Williams, Senior Director; or Denton K. Farnsworth, Director, Administrative Services; or Susan A. O’Rourke, Office Manager; of this organization; be and are hereby authorized to withdraw funds of this organization from said Wells Fargo Bank of Boulder checking, money market, federal securities, repurchase agreements, and certificate accounts by transfer to other EDUCAUSE bank accounts and upon checks of this organization, signed as provided herein with signatures duly certified to said bank by the Director, Administrative Services of this organization, and said bank is hereby authorized to honor and pay any and all checks so signed, including those drawn to the individual order of any officer or any other person authorized to sign the same. Any check exceeding ten thousand dollars ($10,000) requires two authorized signatures." Wells Fargo Bank of Boulder, CO, Safe Deposit Box--Access Resolution "RESOLVED, That a safe deposit box at Wells Fargo Bank of Boulder be leased in the name of EDUCAUSE from said institution under the terms of the printed lease forms prescribed by said institution, that such lease agreement on behalf of EDUCAUSE shall be executed on its behalf by any of the following officers of this company: _____________, Chair; or ______________, Treasurer; or Brian L. Hawkins, President; or Richard N. Katz, Vice President; or Denton K. Farnsworth, Director, Administrative Services; or Michelle A. McIrvin, Director of Financial and Administrative Services. RESOLVED FURTHER, That any of the above persons will have the right of access to such box and will have the right to remove from and /or add to contents thereof and have full absolute control of the same, and that this company hereby waives any liability of said institution arising out of the exercise by any said named persons of the powers herein granted. RESOLVED FURTHER, that neither cash nor other negotiable assets will be stored in the Safe Deposit Box." Motion made by: Marilyn McMillan Seconded by: Ellen Waite-Franzen Passed by unanimous vote Discussion of a Proposed Executive Compensation Policy Based on a recommendation in the May 2006 independent audit, a policy modeled on that of the National Association of College and University Attorneys (NACUA), including external analysis of the compensation of the president and vice presidents, was proposed. GUIDELINES FOR REVIEWING EXECUTIVE COMPENSATION PURSUANT TO INTERNAL REVENUE SERVICE REGULATIONS ON INTERMEDIATE SANCTIONS I. General Policy The EDUCAUSE Audit Committee shall have oversight of all elements of executive compensation related to compliance with Internal Revenue Service (IRS) regulations, intermediate sanctions provisions, specifically to: 1) review thoroughly the compensation of the key executives of EDUCAUSE, including the President and Vice Presidents; 2) assess and approve the reasonableness of the compensation for key executives; and 3) report to the EDUCAUSE Board of Directors with regard to such matters. The Audit Committee is responsible for overseeing full disclosure of executive compensation as legally required on the annual Form 990. Members of the Audit Committee, as well as any third parties providing professional advice to the Committee, must be independent and have no conflicts of interest as to the compensation being reviewed, the executives whose compensation is being reviewed, or any products or services (such as insurance arrangements or financial counseling) being considered. An assessment of independence should consider non-economic factors, such as close personal relationships. The Audit Committee will not be responsible for determining the compensation of EDUCAUSE key executives. The Committee shall instead annually review and approve elements of executive compensation in a manner that is designed to comply with the regulations governing the Internal Revenue Service’s intermediate sanctions provisions (Treas. Reg. 53.4958 et al.), specifically the requirements for meeting the rebuttable presumption as set forth in Treas. Reg. 53.4958-6. In order to satisfy the rebuttable presumption, compensation must be reasonable, i.e., an amount that would ordinarily be paid for similar positions by similarly situated organizations under like circumstances. Executive compensation arrangements should, therefore, fall within the bounds of market practice for positions at comparable associations or institutions in which their skills would be employed. A comparable association is ordinarily one that: is legally established as a 501(c)(3) not for profit organization working in higher education; has an annual budget that is of comparable size to the budget of EDUCAUSE; and has a staff size that is of comparable size to the staff of EDUCAUSE. Positions at comparable institutions in which their skills would be employed are defined as CIO positions (or their equivalent role) at private and public research universities. II. Relevant Executive Positions The Audit Committee shall annually determine the reasonableness of compensation for individuals holding the following positions: President Vice President(s) III. Guidelines Compensation determinations made by the Audit Committee will be premised upon the following guidelines: A. General The Audit Committee shall obtain and rely upon competitive compensation information either prepared by independent firms that reflects comparable organizations, or as available through public form 990 disclosures of relevant organizations, as defined in Article I above, and positions. The Audit Committee shall rely upon the survey data when determining the reasonableness of the compensation. B. Chief Executive Officer’s Compensation The Audit Committee shall annually conduct a review of the Chief Executive Officer’s compensation pursuant to the intermediate sanctions provisions of IRS regulations, as per Article I. The committee will meet to make its recommendations, which it will make to the EDUCAUSE Board of Directors. C. Other Relevant Executives Consistent with the standard of reasonableness set forth in Section I, the Subcommittee will also annually review the compensation of the Vice Presidents of EDUCAUSE and of all individuals holding relevant executive positions that EDUCAUSE may create, pursuant to the intermediate sanctions provisions of IRS regulations, as per Article I. The committee will meet to make its recommendations, which it will make to the EDUCAUSE Board of Directors. IV. Record Action in Minutes Timely and accurate minutes of all final actions will be recorded. These confidential minutes will include: The terms of the approved arrangement and the date approved. The Audit Committee members present during discussion and those who approved the arrangement. The comparability data and how the data was obtained. Any actions by committee members with potential conflicts of interest. The rationale for determining the arrangement is reasonable if it exceeds the range of the comparability data. The Audit Committee shall treat its compensation deliberations, and materials related to such deliberations, as confidential. Motion: That the proposed EDUCAUSE Executive Compensation Policy be approved. Motion made by: Lucinda Lea Seconded by: Jerry Campbell Passed by unanimous vote Consideration of Recommended Changes in the EDUCAUSE Defined Contribution Retirement Plan The EDUCAUSE Defined Contribution Retirement Plan was approved by the Board of EDUCAUSE, and it is required that any and all amendments to this plan also have Board approval. We recently learned that the Pension Protection Act of 2006 permits retirement plans to offer certain new options for participants and beneficiaries. The EDUCAUSE plan has always tried to offer the greatest flexibility to employees; therefore, we would like to amend the plan to permit two new options. The first option permits non-spouse beneficiaries of the plan to make a direct rollover of a plan distribution to an inherited IRA; while the second option permits hardship or unforeseen emergency distributions based on hardships or unforeseen emergencies experienced by a participant’s designated beneficiary. Motion: That the Resolution dealing with the EDUCAUSE Defined Contribution Retirement Plan be approved. RESOLVED that, effective as of October 22, 2007 the Defined Contribution Retirement Plan of EDUCAUSE is hereby amended to: Permit non-spouse beneficiaries of the plan to make a direct rollover distributable amount to their own IRA Permit hardship or unforeseen emergency distributions based on hardships or unforeseen emergencies experienced by a participant’s designated beneficiary And be it further RESOLVED that, the officers of EDUCAUSE be, and each of them hereby is, authorized and directed to take such further action as may be necessary or advisable to effectuate the foregoing resolution, including, but not limited to, adopting written amendments to the plan documents to implement the amendments authorized by this resolution and providing notification to certain interested parties of such amendments. Motion made by: John Bucher Seconded by: Marilyn McMillan Passed by unanimous vote Discussion of “Presenting ‘Your’ Organization” Using a set of handouts, Golden and Oblinger presented an overview of important ways of representing the association to members and prospective members. EDUCAUSE has been effective before but needs to be more so in the future because of emerging competition for the IT community’s attention and resources. New Business On behalf of the Board, Bucher announced the creation of the Hawkins Leadership Roundtable in honor of Brian Hawkins’ legacy of leadership development. The Roundtable will be “an annual gathering of IT leaders who believe that one of the best ways to lead is to continue to learn.” The event will be designed in 2008, building on the leadership goals of the Frye Institute and the EDUCAUSE Institutes for Management and Leadership. At this point in the meeting, the board moved into executive session. Upcoming Board Meetings: The next Board Meeting will be held January 31, 2008, in San Antonio, Texas, 8:00 – 5:00 p.m., following the ELI Annual Meeting. Thursday, May 8, 2008, in Washington, DC, 12:30 – 5:00 p.m.
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