Board of Directors Meeting Minutes, April 27, 2006, Washington, D.C.
Attending: Board Members John Bucher, Jerry Campbell, Brian Hawkins, Rebecca King, Lucinda Lea, Marilyn McMillan, Jeffrey Noyes, Margaret Plympton, Robyn Render, David Smallen, and Ellen Waite-Franzen.
Absent: John Hitt and George Strawn.
Also present: Clifford Lynch from CNI and staff members Carole Barone, Denny Farnsworth, Cynthia Golden, Richard Katz, Mark Luker, Wendy Milburn, and Diana Oblinger.
The meeting was called to order by Chair Robyn Render at 12:35 p.m.
Motion: That the minutes of the February 1, 2006 Board Meeting be approved.
Motion made by: Jerry Campbell
Seconded by: Lucinda Lea
Passed by unanimous vote
Update on CNI
Cliff Lynch thanked the Board for the opportunity to discuss CNI. CNI is a joint venture of ARL and EDUCAUSE and works under the wing of ARL. Governance is provided by executives of ARL and EDUCAUSE. The work is guided by a steering committee. CNI is funded entirely from membership dues. Currently there are approximately two hundred members. Dues for this year will be $6,000, with two hundred members. CNI does not maintain a large reserve; it is currently approximately $170,000. If CNI ran into extreme financial difficulties, it can call on ARL and EDUCAUSE for financial assistance.
- The spring meeting in Crystal City was just completed and was very successful.
- This year's winner of the Paul Evan Peters award is Paul Ginsbarg of Cornell University.
- The CNI program plan focuses on four areas of work:
- Advocacy and policy—working with other associations and societies on content resources and underlying technologies.
- Much work has been done on strategies for institutional management.
- Deeply involved in strategies for the preservation of digital material.
- Dealing with data management in the cyber infrastructure.
- CNI has done a great deal of work on learning spaces.
- CNI stays in touch with ELI and often works closely with them.
- Executive roundtables have been started recently and have helped to revitalize meetings and discussions.
- EDUCAUSE has gained 93 new net members in the past year, a 4.9% increase.
- Core Data is closed, 920 surveys have been submitted. This will be 4–6% higher than the previous year.
- Hawkins participated in a South American effort to establish an organization similar to EDUCAUSE for that continent, which was led by the University of Sao Paolo. This was the first attempt to start an organization similar to EDUCAUSE in South America.
Highlights of Senior Fellow Carole Barone's Report
- Larry Ragan and Barone are co-directors of the Learning Technology Leadership Institute.
- The role of learning technologists is expanding and EDUCAUSE is working to help them broaden their perspectives.
- We will try to model behavior this year. The facilities we use should be conducive to modeling the desired behavior.
Highlights of Vice President Cynthia Golden's Report
- The Western Regional Conference just concluded. 72% of attendees were new.
- All regional conferences increased in attendance this year.
- Based on committee feedback we have developed a roadmap for leadership and management offerings and it is on the Web site at http://www.educause.edu/ManagementandLeadershipOfferings/10285.
- 20-20 group's final report will be discussed at a meeting to be scheduled in May.
Highlights of Vice President Richard Katz's Report
- ECAR is doing very well financially and programmatically.
- Next month we will deliver the first-ever ECAR Academy. There is a tie-in with NERCOMP and it is hoped that a special interest group or a community of practice will be formed.
- The new Identity Management study will be released next Tuesday.
- 30,000 students have responded to the Student Survey.
- The Summer Symposium is coming together very well.
- The Gartner contract with EDUCAUSE has been terminated per discussion at the last meeting of the Board.
Highlights of Vice President Mark Luker's Report
- The Policy Conference just ended and was very well received.
- Network neutrality is the current hot topic in telecommunications reform. EDUCAUSE is spending a lot of time on the Hill providing education and is gaining influence.
- The Network Policy Council was formed by restructuring the Broadband Pricing Group of [email protected] to give greater support and visibility to important policy issues such as telecommunications reform.
- The Campus Cyberinfrastructure Working Group of [email protected] was formed and now has thirty-eight members.
- The FCC has issued a new ruling on CALEA; it should be out next week and will be posted on the CALEA Resource Page. CALEA is mostly in a holding pattern, awaiting the outcome of our court case.
Highlights of Vice President Diana Oblinger's Report
- The ELI Web Symposium will be held May 24th and 25th.
- The next e-book, which will be on Learning Space Design, will be around the next Board meeting.
- Our financial position at the end of March is $596,000 better than budget.
- We pay UBIT on advertising revenue.
- We have $125,000 in unrealized gains on our investments.
- The fund has grown by $37,000 since February 28, 2006.
- The investment policy was reviewed for the Board; the first $1.5M is kept in liquid asset, the next $3.0M is in short term investments, and above that, we are invested in long-term mutual funds. We are invested in federally insured CD's, federally backed bonds, and pre-approved mutual funds.
Review of 2005 audit and management letter
- Peggy Plympton reported that the Audit Committee met with the external auditors. The committee talked about the financial statements, Sarbanes-Oxley, the audit, the management letter, and the staff.
- It was pointed out that the EDUCAUSE assets create a great deal of stability, but that they also need constant oversight.
- The threshold for the A-133 audit is $500,000, we do not need one this year.
- There was a discussion of EDUCAUSE's self-funded health insurance. There is no undo exposure.
- EDUCAUSE was encouraged to keep the D&O insurance up to date with respect to changing market conditions.
- Our salary and overhead allocation is very satisfactory to the auditors.
- The management letter is very positive, one suggestion was made that related to payroll; the suggestion was implemented and is described in the management response.
- Updates on Sarbanes-Oxley were discussed. EDUCAUSE is ahead of the curve. Auditors recommended two meetings of the Audit Committee per year.
- The auditors recommended an additional review by the Board of compensation for highly paid employees.
- The committee met without Milburn to discuss management response during the audit. The auditors were very satisfied with Milburn's performance.
- The auditors again recommended continuing oversight of investments.
- Discussed a review of internal controls to be done some time in the future.
Motion: That the audited financial statements be presented to the full Board for acceptance.
Motion made by: Audit Committee
No second required.
Passed by unanimous vote.
The Board applauded the work of the Audit Committee and staff to produce a successful audit.
Hawkins recommended that the Audit Committee be the group that reviews the top five highly compensated employees.
Motion: That the Audit Committee be the group assigned to annually review the salaries of the top five highly paid staff members.
Motion made by: Becky King
Seconded by: David Smallen
Passed by unanimous vote.
A presentation including background and the current status of the I2/NLR merger was given to the Board.
Consideration and approval of the 2006 Policy Program
- Luker introduced the policy staff; Rodney Petersen, Garret Sern, Wendy Wigen, and Steve Worona.
- Luker reiterated that the EDUCAUSE policy staff represents the higher education community in policy formation, with vetting of issues and positions through member organizations, the EDUCAUSE executive staff, and the Board as appropriate.
- Luker explained the EDUCAUSE policy grid, which identifies the issues of current importance to higher education and states the EDUCAUSE position.
- Luker highlighted the CALEA policy brief and emphasized what campuses can do to help with this issue.
- Luker pointed out the policy brief and talking points on Net Neutrality.
Motion: Moved that the 2006 policy priorities, as discussed and amended, be approved.
Motion made by: David Smallen
Seconded by: Ellen Waite-Franzen
Passed by unanimous vote
Update on the Grand Challenges effort
- The Grand Challenges effort is being shaped by a summary of the Board retreat, the management retreat, the 20/20 report, and the Chicago focus session.
- What does all this tell the Board? Questions and observations were raised:
- What is the involvement of faculty?
- Core audience, as defined by the 20/20 group, does not seem to include faculty.
- How is the quality of faculty life changing?
- EDUCAUSE should be helping to define and model what is best in IT.
- Is there enough in the EDUCAUSE portfolio of services to be of benefit to faculty?
- The Program Plan is intentionally vague right now, and the process of determining the proper directions means that it will remain vague for the near future.
Hawkins reminded the Board of the nomination conference call to be held on May 11 at 4:00 p.m. EDT.
Meeting adjourned at 5:03 p.m.
Next Board Meetings
- Thursday, August 10, 2006
Boulder, Colorado, 8:00 a.m.–3:30 p.m.
- Sunday, October 8, 2006
Dallas, Texas, 1:00–5:00 p.m.