Board of Directors Meeting Minutes, August 10, 2005, Snowmass, CO

Attending: Board Members John Bucher, Kathleen Christoph, Perry Hanson, Brian Hawkins, Rebecca King, Jeffrey Noyes, Margaret Plympton, David Smallen, George Strawn, and Ellen Waite-Franzen.

Absent: John Hitt, Robyn Render, and David Ward.

Also present: 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 Perry Hanson at 12:35 p.m.

Perry announced that Brian Hawkins has received the Distinguished Alumni Award from Michigan State University for 2005. The Board encouraged Brian to attend the award ceremony, even though it will mean leaving the annual conference a bit early.

Motion: That the minutes from the April 7, 2005 Board meeting be approved.
Motion made by: Kathy Christoph
Seconded by: Peggy Plympton
Passed by unanimous vote

Reports

President's Report

  • Brian highlighted the Member Satisfaction Survey results which were the highest in EDUCAUSE history, and the Perceptions of EDUCAUSE survey result, showing the incredible respect held for EDUCAUSE by the leaders of other associations and entities with which the association works.
  • Brian gave an update on the Frye institute, noting that the most recent institute received the highest ratings in Frye history. The prospects of holding the institute in 2006 are now much better than they were when Brian reported at the April Board meeting.

Financial Report

The financial report was presented by Wendy Milburn, Director of Financial and Member Services

  • EDUCAUSE is up in all membership categories.
  • We are almost $300,000 ahead of budget.
  • Members of the Board recommended that ECAR implement subscription fee increases for 2006 and that such increases be tied to the approved rate of EDUCAUSE dues increases.

Investment Update

  • Our investments are mirroring general market performance
  • We added $750,000 to the FISN account in July, $250,000 in laddered CDs, $250,000 was added to the Growth Fund of America, and $250,000 was used to purchase shares in the Keeley Fund, a small cap equity fund.

Highlights of Senior Fellow Carole Barone's Report

  • The IMS Global Learning Consortium is moving its focus away from specifications for interoperability to performance testing. A contract has been signed with the Wisconsin Testing Group, who will conduct the performance testing.
  • Ed Walker, who has been the CIO of IMS, is retiring and a search has begun.
  • Carole Barone and Kathy Christoph team-taught sessions at the instructional technology institute.

Highlights of Vice President Cynthia Golden's Report

  • Overall, July's instructional technology institute was a success. Suggestions for improvement were solicited from the attendees, many of whom were instructional designers, and solid feedback was received. The best assessment at this point is that the Institute should be repeated, with some fine-tuning of the curriculum already in the planning stages.
  • EDUCAUSE blogs have a growing number of followers., particularly outside the US.
  • Podcasts have proven to be a valuable information distribution channel since their launch in January.
  • Marilu Goodyear, CIO at Kansas is joining Cynthia and EDUCAUSE to look at ways to improve the educational programs. She will also be looking at ways for EDUCAUSE to more fully facilitate mentoring in the profession. In addition, Marilu will also work as an ECAR fellow.
  • CUMREC did have its final conference. Their treasury will be given to Michigan State to endow a scholarship. As part of the transition, EDUCAUSE committed to an enterprise conference next year and that planning is in progress.  The AGEISS is serving as the program committee.
  • The 20/20 group has developed an initial list of recommendations for EDUCAUSE that include specific suggestions for Website/portal enhancements, engaging volunteers, and efforts we could undertake with the international community. The group is also developing recommendations on fostering communities of practice as well as on preparing the next generation of IT leadership. They will meet again while we are in Orlando.

Highlights of Vice President Richard Katz's Report

  • ECAR had its fourth symposium in Portsmouth, NH. It was very well received.
  • ECAR currently has a survey out regarding the engagement of IT in research and a report will be issued in March of 2006.
  • ECAR has a study in process on "What Faculty Wants from IT to support research."
  • The upcoming release of The 2005 Study of Students and IT is planned for distribution immediately following the annual conference.
  • Ron Yanosky has joined the staff of ECAR, coming from the Gartner Group. His first work will be a study on identity management.

Highlights of Vice President Mark Luker's Report

Mark added the following to the policy report that is in the Board book:

  • Telecom reform talks are beginning to move in congress. EDUCAUSE is leading a coalition of interested associations.
  • CALEA - The FCC has decided to extend the provisions of CALEA to VoIP and other Internet communications services. This would require higher education to modify networks so that any lawfully requested communication could be captured in real time. The worst case is that this could require higher education to replace significant portions of their network equipment within eighteen months. Previous negotiations have been put at risk by recent decisions of the FCC that a campus or corporate network is not private if it provides access to the Internet. Total exemption for higher education is no longer likely, given the environment of antiterrorism measures in the United States. EDUCAUSE is working with the same CALEA coalition in these negotiations as before. ACE will help with legal fees as required. The language for new regulations should be out in about three weeks.
  • Mark distributed a handout and provided an update on the proposed merger of Internet2/NLR. Meetings will be held by merger committee every two weeks.
  • EDUCAUSE received an NSF grant to operate an annual series of cybersecurity conferences for operators of the NSF large research facilities. EDUCAUSE will be facilitating the meetings.

Highlights of Vice President Diana Oblinger's Report

  • The rollout of ELI was accomplished in May. Many members of the Boulder staff instrumental in its success. The rollout was designed to stimulate awareness of the new organization, generate enthusiasm, and solicit new members.
  • The first of a series of white papers was released this quarter, beginning a 3-part series on e-Portfolios.
  • ELI posted the first Vodcast; this is probably not scalable but it is an interesting adjunct to podcasts.
  • The next e-book will be on learning space design.
  • The Explorations process will begin in early September, combining a thought paper on visual literacy with a member input process using a wiki.
  • ELI is working on making ELI meeting material available to campuses so it can be integrated into their programs. Beginning with the fall focus session we will  post material with the goal of having it reused by member institutions.

Discussion

Discussion of the EDUCAUSE Preliminary Program Plan

Brian distributed a hand out summarizing the new initiatives in the proposed 2006 Program Plan.

  • Expand IT Summits to Provide Thought Leadership
    Key people will be invited to facilitate discussion on major topics; there are two planned for the first year. The executive team will determine what the topics are with advice from the Board. The goal is to bring in the best and brightest to move forward the thinking on key topics of concern to the membership.
  • Further Expand the EDUCAUSE Content Initiative
    During the past year, EDUCAUSE has been doing blogs, podcasts, and e-books.  Another project underway is customizing one's experience with the Website by means of a portal concept. We are also looking at new ways to harvest material from the conferences and repurposing that information for new channels of dissemination. In addition, we are considering special featured presentations that will highlight commentary by luminaries in our industry.
  • Create the EDUCAUSE Toolkit
    This is intended to provide practical assistance to members. There is a strong focus on developing "How To…" templates and "Making the Case for…" templates, among other strategies.
  • Develop the EDUCAUSEIdentity Management Initiative
    Campuses need a better way to support identity management.  The current tools of choice are smartcards with PKI certificates. Barriers to date have included complexity, cost, and immature and incompatible technologies. EDUCAUSE is attempting to attack those barriers by brokering deep discounts for members on commercial services, by operating HEBCA on behalf of higher education, and by tracking the evolution of commercial and academic tools for identity management.

Internal Efforts (not included in the public Program Plan)

  • Review the EDUCAUSE role with its international members
    A set of FAQs for international members have been drafted in response to some uncertainty on their part as to what they can do in the association.  The executive staff will be exploring directions to make sure EDUCAUSE benefits from and provides insight into an increasing globalization of IT issues.  How this relates to international membership and programs will be examined.
  • Review the "Primary Representative" model and alternatives
    The current model isn't working, institutional slots aren't being filled and communications are not being distributed. EDUCAUSE staff are looking at different options. Political issues on campus need to be evaluated in considering a new model.
  • Review of budget parameters, budget highlights, and dues proposal for 2006
    • Proposed dues increase is 2.31%
    • The general consensus of the Board is that program plan and budget are acceptable; final approval will come at the October Board meeting.
  • Ratification of the Board decision regarding the fall slate of Board candidates
    On the June 8, 2005 conference call, the Board deliberated the slate of candidates to be offered for election.  This motion merely ratifies that decision in order to officially incorporate it into the minutes of EDUCAUSE.

Motion: Moved that the slate of Geoffrey Dengate, David Ernst, Lucinda Lea and Marilyn McMillan be put forth as the slate to be voted on for Director positions by the membership.
Motion made by: Ellen Waite-Franzen
Seconded by: Dave Smallen
Passed by unanimous vote

Discussion of candidates for the appointed director position, to fill the position held by David Ward whose term ends on December 31, 2005

A discussion of areas that would be of value to the Board was conducted, and then a discussion of possible candidates to meet that need was held.  A list of prospective candidates was identified and ranked, and Brian will report back to the Board after phone conversations.  Hopefully, final approval of a candidate can occur at the October meeting.

Discussion of Sarbanes-Oxley

There are ten provisions in this act that EDUCAUSE should consider adopting in order to approach, if not be in compliance with Sarbanes–Oxley.  They are as follows:

  1. Formation of an Audit Committee
  2. Establishment of procedures and policies regarding auditor independence
  3. Periodic review of and possible change of auditors
  4. Affirmation or amendment of the current employee conflict of interest policy
  5. Affirmation or amendment of the current Board conflict of interest policy
  6. Establishment of an EDUCAUSE Code of Ethics
  7. Define policy for publicly available certification of financial statements and 990 information returns
  8. Define a policy for the president signing all tax returns
  9. Establish a "Whistle Blower" Policy
  10. Establish an evaluation process for internal controls

1. Formation of Audit Committee

Motion: Moved that an Audit Committee, consisting of a financial expert, the treasurer, and the vice chair of the Board be formed and that their first task be to review the charter of the committee.  Furthermore, that Peggy Plympton be appointed to this committee to serve as the financial expert.
Motion by: Kathy Christoph
Second by: George Strawn

Passed unanimously

Peggy Plympton was appointed Chair of the Audit Committee by acclamation.

2. Establishment of procedures and policies regarding auditor independence

The Audit Committee will review the current policies as part of the review of the charter for the Audit Committee.

3. Periodic review of and possible change of auditors

The staff solicited bids from local and regional firms, but did not solicit bids from the Big Four accounting firms. Most regional firms did not reply. Many firms do not have enough staff members to take on additional clients due to the additional work that is being created by Sarbanes-Oxley.  The Audit Committee will review the three proposals received from audit firms and report back to the Board on their recommendations and decisions.

4. Affirmation or amendment of the current employee conflict of interest policy

Motion: That the current conflict of interest statement be affirmed by the Board, with the provision that it be signed off on annually by all EDUCAUSE staff members.
Motion by: Dave Smallen
Second by: Peggy Plympton
Passed unanimously

5.  Affirmation or amendment of the current Board conflict of interest policy

Conflict of Interest

Directors are expected to perform the responsibilities of their positions solely on the basis of what is in the best interest of EDUCAUSE and wholly free from the influence of personal consideration, relationships, or involvement with other associations. Directors shall not act outside of the scope of the EDUCAUSE Bylaws and corporate powers, and shall comply with state and federal laws, and conform to the EDUCAUSE articles of incorporation and by-laws. Directors shall act in good faith and not allow their own personal interests to prevail over the interests of the organization.  Directors whose EDUCAUSE duties bring them into situations where the potential for a conflict of interest exists are expected to disqualify themselves from discussion and voting on those issues. Board members are ineligible for consideration for individual awards from EDUCAUSE during their service on the Board.

Motion: To approve the Conflict of Interest Policy for the Board of Directors as amended and shown above, and to require that it be signed annually by all Directors.
Motion by: Peggy Plympton
Second by: George Strawn
Passed by unanimous vote.

6. Establishment of an EDUCAUSE Code of Ethics

The Board considered the following Code of Ethics:

EDUCAUSE Code of Ethics

The Board of Directors, staff and volunteers of EDUCAUSE are committed to conducting the affairs of EDUCAUSE in accordance with the highest ethical and professional standards.  The board, staff and volunteers embrace fairness, inclusiveness, diversity, honesty and integrity and work to advance the mission of EDUCAUSE. They should also demonstrate respect for the rights of others and be accountable for their own actions.  EDUCAUSE is accountable to the public and its members to be responsible in its stewardship of resources and committed to excellence in promoting the intelligent use of information technology in higher education.

In their dealings as representatives of the association, the EDUCAUSE staff, board, and volunteers shall act professionally with honesty, integrity, and openness, always conducting all business in compliance with all laws and regulations, and the highest ethical standards.

EDUCAUSE is actively committed to informing board, staff, and volunteers about the code of ethics and its application; evaluating the code regularly, and creating policies and procedures that reflect its values. This commitment is evident in the policies of EDUCAUSE, including the conflict of interest policy, the sexual harassment policy, the whistle blower policy, etc., as well as all procedures on financial information and record keeping, consistent with the provisions in the Sarbanes-Oxley Act.

The Code of Ethics of EDUCAUSE is designed to be disseminated to board, staff and volunteers, and updated as appropriate. The EDUCAUSE Board of Directors will establish a schedule for regular review of the code and its use. EDUCAUSE will incorporate the code into its employee handbook, board and committee orientation materials, and post it on the EDUCAUSE website.  All staff will be required to annually review and sign this code, indicating that they understand and will abide with this code of ethics.

Motion: To approve the Code of Ethics as presented and shown above,  with the provisions that it be signed annually by the Board and staff, that it become part of the materials used for volunteer orientation, and that it be displayed appropriately on the EDUCAUSE Website.
Motion by: George Strawn
Second by: David Smallen
Passed by unanimous vote.

7. Define policy for publicly available certification of financial statements and 990 information returns.

The President declared that this process would immediately become official EDUCAUSE policy, and the Board endorsed this decision.  The policy shall be that the CEO and the top financial person shall publicly certify that the financial statements, and other key reporting documents are accurate and in compliance with all legal and professional expectations, including such documents as the end of year financials, the tax returns, and the 990 form using a form such as shown below. 

EDUCAUSE Certification

In connection with the attached Annual Financial Statements of EDUCAUSE, we hereby certify that:

  1. The attached annual report is true, complete and correct in all material respects, and the financial statement therein have been prepared in accordance with general accepted accounting principles.
  2. The information set forth herein and on each of the schedules hereto, is complete and accurate in all material respects and contains full and complete disclosure of all pertinent information in connection with the operations of EDUCAUSE. Based on our knowledge, the report does not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statement made, in light of the circumstances under which such statements were made, not misleading.
  3. We have designed internal controls and procedures to safe guard all assets of EDUCAUSE.
  4. Based on the above, we certify that the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of EDUCAUSE.
  5. There has been no material adverse change since the date these statements were prepared to the date of this Certification.

Date: ___________________                     ______________________________

                                                                     President

Date: ___________________                     ______________________________

                                                                     Director, Financial & Member Services

8. Define a policy for the president signing all tax returns

While it has been the practice and custom, the President declared that as a matter of EDUCAUSE policy, effective immediately, that only the president signs EDUCAUSE tax returns. Therefore, effective immediately, only the President of EDUCAUSE has the authority to sign all EDUCAUSE tax returns, and in any event of this not happening, this shall be the responsibility of the treasurer of the association.  This action was endorsed by the Board.

9. Establish a "Whistle Blower" Policy

The Board discussed a draft of the whistle blower policy and recommended that a policy that included a statement guaranteeing anonymity be included, and that this policy be brought back to the October Board meeting for consideration.

10. Establish an evaluation process for internal controls

Perhaps the area that has drawn the most attention regarding Sarbanes-Oxley is the implementation of adequate internal controls, also known by its section in the law, 404.  EDUCAUSE finds itself in a far more advanced stage of having internal controls in place than other associations, and having them regularly audited because of the extent to which the association receives government grants.  Because of all of our grants, we are required to complete a 133 audit annually, and this audit emphasizes having tight internal controls, which are well-documented and well-understood.  However, the Director of Financial and Member Services, the audit committee and the independent auditor should work together annually to identify areas of greatest risk and/or potential exposure and develop additional controls, or check existing controls.  It may not be feasible to tackle all areas in a given year, thus the audit committee working with these others should identify priorities in this regard.

The Board agreed with a suggestion to review all procedures on a timely basis, but not to attempt to review them all at once.

Demonstration of Open Source Grid

The demonstration was presented by Richard Katz.

EDUCAUSE has created an open source Web page called the EDUCAUSE Open Source Community Resource Exchange (OSCRE). This site can be browsed by software category, license type, source code control, and release levels. It is possible to view product and release information. The site is under development and has not yet been fully tested. The Board offered many suggestions for improvement.

The meeting was adjourned at 6:15 p.m.