Board of Directors Meeting Minutes, January 29, 2003, New Orleans, LA

Attending:Board members Kathy Christoph, Perry Hanson, Joel Hartman, Brian Hawkins, Joanne Hugi, Jeffrey Noyes, Susan Perry, William Pritchard, Steve Relyea, Robyn Render, and George Strawn. Absent were Gregory Jackson and David Ward.

Also Present:Staff members Carole Barone, Cynthia Golden, Richard Katz, Mark Luker, and Julia Rudy.

The EDUCAUSE Board of Directors meeting was called to order by Chair Joel Hartman at 12:45 pm on Wednesday, January 29, 2003. Previously, members of the board had participated in a planning retreat from 8:00 am to 12:00 pm.

Motion:That the minutes from the September 30 Board meeting be approved.

Motion made by:Susan Perry
Seconded by:Robyn Render

Passed by unanimous vote

I. Reports

Highlights of President Brian Hawkins' Report

  • The Mid-Atlantic Regional Conference was a great success, with more than 400 registrants.
  • The EDUCAUSE Leadership Institute is fully subscribed.
  • Participation for regional conferences is on target except for the Southwest, which is running about 30% behind last year.
  • The $50,000 we expected to lose from the co-tenancy of the DC office with CREN did not materialize as the landlord allowed us not to pay the forfeiture by increasing the damage deposit by $15,000.
  • With the demise of CREN, EDUCAUSE has a new initiative in the works, called EDUCAUSE Live, which is our response to the discontinuance of CREN's TechTalks. Horizon Live will be the vendor offering streaming video for this series of seminars/forums on a wide variety of topics, to be held maybe once a month, with a goal of reaching people who might not otherwise be able to attend a live event and another goal of getting information out in a timely way. The video will be available on the Web afterwards. Steve Worona will moderate the sessions, with topics such as security and e-portfolios already in the queue. This will be a free service.
  • Denny Farnsworth renegotiated our lease for the Boulder office and saved us $600,000 over the life of the lease.
  • The Core Data Service is geared to be much more than a survey, with emphasis now shifting to the interactive database service that will be available to all who participate. IS staff are currently working on tools to help you create peer groups and compare data "on the fly" with aggregate data generated automatically for the peer group selected as well as the ability to see individual data. All kinds of schools are responding, with community college and international participation even higher than expected. Data integrity is a primary goal, so we are planning to do data correction as needed. We plan to invite members of the Council of Independent Colleges who are not EDUCAUSE members to participate.

Highlights of Vice President Carole Barone's Program Report

  • Attendance at this year's NLII annual meeting had to be capped. This is the largest attendance in the history of these meetings.
  • We have 13 new NLII sustaining members this year, without having done a membership promotion.
  • Some themes we saw emerging at the meeting include the following:
  1. People presented with confidence, as they have a better sense of where they are going and what they need to do to get there.
  2. E-portfolios and assessment are emerging as strong issues.
  3. There is evidence of the use of learning objects in conjunction with the use of e-portfolios.
  4. There is a strong move toward collaborations and partnerships, both internal and external.
  5. There are beginning to be really sustainable methods for providing faculty support and development.
  6. There is more collaboration in preparing and delivering the presentations than we have seen before.
  • There is a focus session coming up in March that will look at the use of a course management system to enhance learning, but there will also be a discussion of where the course starts and where it ends.
  • NLII Planning Committee has new appointments; Cliff Lynch has replaced Diana Oblinger.
  • Four pilots are under way with virtual communities of practice (VCOP); there were lunch tables during the NLII meeting for related discussions, which lasted long after the food was gone. We are using these communities to see how the tools work, while at the same time the members of these groups have their own goals.
  • MERLOT has affiliated with NLII; Colleen Carmean represents NLII, for a specific project on supporting faculty.
  • We have published the final title in the ACE / EDUCAUSE series on distributed education, for a total of six: Partnerships in Distributed Education, by Richard Katz.

Executive Director Cynthia Golden's Program Report

  • The conference season is in full swing, with the Mid-Atlantic Regional having had more than 400 registrants. NERCOMP, the Southwest and Southeast regionals will all be held this spring and summer and are in various stages of preparation.
  • Continuing with the regional conference strategy, the first Midwest Regional is planned for March in Chicago. Planning for the first West Coast Regional Conference will begin in late spring of 2003.
  • Based on demand from members and program committees, we have ensured that there will be programming on security at the regionals, including track sessions, keynote sessions and pre-conference seminars.
  • EDUCAUSE has been working on IT outreach to presidents, and so far we have events scheduled with NITLE/MANE schools to be held this spring at Barnard College, as well as a full-day seminar in partnership with ACE to be held this summer in Providence, RI. The ACE event is supported by funding from Microsoft.
  • The seventh book in the EDUCAUSE Leadership Strategies Series with Jossey-Bass will be forthcoming in May. Edited by Polley McClure, the topic of the book is managing and organizing information resources on campus. The eighth book is currently being planned for the fall, and will cover IT security in higher education.

Highlights of Vice President Mark Luker's Program Report

  • There are several very active projects under way through [email protected] working groups which are described on page 27 of the agenda book.
  • One topic of special note is a set of meetings with representatives from the recording and movie industry associations that NASULGC and AAU are organizing. They have set up three task forces to look at areas related to copyright infringement using peer-to-peer file sharing, one on federal legislation, one on campus education for students and staff about the laws and ethics of copyright, and a Technology Task Force led by Provost Chuck Phelps of the University of Rochester and staffed by EDUCAUSE. Other members of this task force include Michael McRobbie, VP and CIO of Indiana University, and Dave Lambert, CIO of Georgetown. This task force will develop a descriptive report of the technology options currently available for dealing with these issues and how each might (or might not) be compatible with different aspects of academic practices and values. In the end it will be up to each institution to decide whether or not it wishes to use any of these tools as part of its overall response.
  • The annual meeting for [email protected] begins on Sunday and will have six side meetings affiliated with it.

Highlights of Vice President Richard Katz's Program Report

  • ECAR is a year and three weeks old. Last year at this time we had 32 subscribers and one corporate member; we are pleased to report that we now have 142 subscribers and seven vendors. ECAR is a sustainable enterprise! We now are in the rethinking and reinvention stage, inching toward version 1.2
  • We hear of the value of ECAR from subscribers routinely. For example, the University of British Columbia has said not a week goes by that they don't incorporate an ECAR report into their campus activities
  • We have had a couple of staff transitions, with Gail Salaway and Toby Sitko added. Mary Beth Baker will soon return to consulting and Paula King's contract also expires soon.
  • Research studies are doing well, with five major studies in the pipeline, including one on course management systems.
  • On April 27-29 we will have an event with NACUBO to look at assessing and communicating the value of IT, with CIOs and CBOs attending by invitation only. The meeting will be highly facilitated by Cap Gemini Ernst & Young in their Accelerated Solutions Environment.
  • July 7-9 there will be a seminar for ECAR subscribers, in conjunction with Hewlett-Packard.

II.Business Meeting

1.Financial and investment update

EDUCAUSE ended the year with a deficit of about $150,000 (this is an estimate, without all bills in, and no official close). The operating budget of EDUCAUSE ended up about $340,000 to the good, including planned activities over budget. The primary problem was the stock market, with EDUCAUSE having to post unrealized losses of nearly $475,000. The reality is that we are $150,000 to the negative compared to the predicted $426,000 to the negative. The stock drop in the fourth quarter had an impact, but overall it was a good year considering what we had to deal with. We managed to get through it with a more or less balanced budget, but this year we anticipate it will be as bad or worse, from what we are hearing. The economic challenges we are currently facing are much like those in the early 1990s, but deeper and more uncertain because of the state of the economy and the uncertainties about war, recession, etc.

2.Review of reserve fund levels and targets

In previous meetings of the EDUCAUSE Board of Directors, it was determined that EDUCAUSE should have financial reserves that are adequate to allow the association to maintain a consistently high level of services to members through difficult economic times. Reserves should also be adequate to fund an orderly shut down of the association, permitting it to meet all its legal and moral obligations should that ever become necessary. The rule of thumb that has historically been used is one half of the annual operating budget should be kept for such emergency reserves. The most recent survey of the American Society of Association Executives (ASAE) found that the actual reserves maintained by associations that responded were approximately 50% of annual operating budgets. Based upon the budget approved in October, 2002 for FY2003, our financial reserve fund should therefore be approximately $5,500,000.

In addition, a leadership fund of $2,000,000 was established in October, 1999 to fund extraordinary opportunities and investments that might arise to provide the initial capital for programs and initiatives that would afford the membership with a margin of excellence, and that could not be handled through the normal operating budget. This fund was (and is) not intended to be an endowment, but it is "seed corn" for efforts that the Board deems of extraordinary value to the membership.

Based upon these two criteria for the EDUCAUSE financial reserve fund, and the target for the leadership fund, our combined reserves should be approximately $7,500,000, as compared with the range of between $7,385,000 and $8,030,000 that was approved last year at this time. Our current actual holdings are approximately $10.8 million, not counting excess operating revenue from FY2002.

Previous Board discussions and actions suggested that these reserve funds not grow significantly beyond defined and approved levels, and that excess beyond these targets be reinvested in programs and services for the membership. Pursuant to the motion of the October 25, 1999 meeting of the EDUCAUSE Board, these targets and actuals should be reviewed annually by the Board.

Motion: That the Board affirm that the current combined targets of from $7.5 million for reserve levels in the EDUCAUSE Financial Reserves and the EDUCAUSE Leadership Fund are appropriate, and that this motion reflects the annual review of these reserve levels called for in a motion made at the October 25, 1999 Board meeting.

Motion made by:Susan Perry
Seconded by:Joanne Hugi

Passed by unanimous vote

Motion: That the current excess above these levels be made available to management during 2003 to handle any shortfalls of projected revenue that might arise from the difficult economic environment currently being experienced by higher education, continuing the philosophy adopted last year that it is imperative to further invest in the membership, and invest in the services and programs in support of the membership during these difficult times. In the event that these funds are not needed to cover a shortfall, that they be available for special one-time projects (such as enhanced programs in business continuity and security), and the balance be left untouched in order to support initiatives approved in future years.

Motion made by:Susan Perry
Seconded by:Steve Relyea

Passed by unanimous vote

3.Discussion of EDUCAUSE bylaws - officer eligibility

After the Board meeting in September, and the confusion surrounding who was eligible to be elected to be an officer, staff did some research and discovered a discrepancy between what is actually in the Bylaws of EDUCAUSE and the instructions in the Board Book for the fall meeting (which have been the instructions for every election in EDUCAUSE history). Here is what each says:

From the bylaws:

ARTICLE VII - OFFICERS
Section 1. Officers. The Officers of the corporation shall be the Chair and Vice Chair of the Board of Directors, a Secretary and a Treasurer. The Board of Directors may in its sole discretion designate additional Officers. The Chair and Vice Chair must be Directors. Other Officers need not be selected from among the Directors.

From the procedures defined in the board book:

1)All Member Directors of the Board are eligible for roles as officers of the EDUCAUSE Board.

You should be aware that we have consistently used this process since the inception of EDUCAUSE. Therefore, it seems appropriate to discuss this thoroughly and make a determination as to how we want to proceed in the future. We can adhere to the original bylaws, and change the procedures. Or alternatively, we could adopt these (or other procedures) and amend the bylaws accordingly. However, we should clarify what our preferences are in this regard and correctly codify this for the future. EDUCAUSE management has no recommendation on this matter, but merely desires to get this clarified. Without in any way attempting to influence the outcome of this discussion, you should be aware that any change in the EDUCAUSE Bylaws can be made by a majority vote of the Board. As stated in our bylaws:

Section 5. Amendments. The Articles of Incorporation and Bylaws of this corporation may be amended by majority vote of the Board of Directors.

There was a suggestion that chair and vice chair be from elected members with secretary and treasurer able to be elected from the entire board. Others disagreed and thought all officers should be elected from the full board. President Hawkins will draft a motion to be considered at the next board meeting.

4.Conference call re: Board Slate - Proposed 4:00p.m. (EDT), Thursday, June 26

The board needs to discuss the board slate, rather than just do this by e-mail, to be sure there is considered and informed input. This date will ensure that everyone will be available.

5.Adjournment

A motion to adjourn was made by Kathy Christoph and seconded by Susan Perry. The meeting was adjourned at 2:50 p.m.

The next Board Meeting will be held Thursday, May 1, 2003, from 12:30 - 5:00 pm in the Washington, DC EDUCAUSE office at 1150 18th Street.