Board of Directors Meeting Minutes, October 17, 2005, Orlando, Florida

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

Absent: David Ward

Also present: Future Board members Lucinda Lea and Marilyn McMillan and staff members Carole Barone, Denny Farnsworth, Cynthia Golden, Richard Katz, Mark Luker, and Diana Oblinger.

The meeting was called to order by Chair Perry Hanson at 1:00 p.m.

Motion:  That the minutes from the August 10, 2005 Board meeting be approved.
Motion made by: Kathy Christoph
Seconded by: John Bucher
Passed by unanimous vote

Perry Hanson read the following proclamation into the record:
Whereas Brian Hawkins has served with diligence and dignity, and
Whereas he has worked day after day through rain, sleet, and wind, and
Whereas he has toiled above and beyond the call of duty, and
Whereas he has delivered early and often on all projects, and
Whereas his attention to detail has served us beyond all expectations,
Therefore, by the power invested in us:
We hereby declare this Brian Hawkins day
And grant him all the rights and privileges therein.

Reports

President's Report

Hawkins introduced Lucinda Lea and Marilyn McMillan as newly elected Board members.

EDUCAUSE now has over 2,000 members, the exact count is 2,033 as of this date.

Hawkins highlighted the EDUCAUSE Catalog for its new look and high quality.

Conference counts: over 7,500 attendees expected, 6,951 currently registered, up 15%, with over 40 countries participating. We will review the number of vendor participants to assure the conference does not become solely a trade show. These attendance numbers are 10% better than budgeted. Corporate participation is up by 1%, but sponsorship is down 37%.

Preconference seminars are down 8% from last year, operating at only 52% of capacity. This is probably due to competition with the Gartner and Chronicle of Higher Education conference.

Highlights of Senior Fellow Carole Barone's Report

Carole reported on the ongoing organizational plans for IMS.

Highlights of Vice President Cynthia Golden's Report

New sessions have been added to this conference to provide information on disaster recovery and CALEA.

We are featuring podcasting at E2005.  Interviews are being conducted with presenters and attendees and will be available via the EDUCAUSE web.

Planning for the Enterprise conference has begun. It will be held May 24 and 25 in Chicago. The AGEISS advisory group will serve as the program committee for this event.

The Program Committee was complemented for the job they did this year.

Highlights of Vice President Richard Katz's Report

ECAR is doing very well and has added another four subscribers since the last meeting.

The 2005 Study on Students and IT has been issued.

A survey on disaster recovery will be issued next year.

Katz spent two days in the Czech Republic with 70 Rectors from European institutions. The leaders there are wrestling with the concept of the reinvention of European universities.

Highlights of Vice President Mark Luker's Report

Telecom reform is moving forward in Congress. EDUCAUSE is leading a coalition of presidential associations to represent the interests of higher education.

The FCC posted its final order on CALEA. Higher education has 18 months to comply. EDUCAUSE is leading an effort to obtain a compromise which will provide the government with what they need, but at a much lower cost to higher education.

The Department of Commerce has received a formal proposal from EDUCAUSE to charge for .edu administration. The final decision is pending.

Identity management continues to be a hot topic. A buying club, the Identity Management Services Program, has been formed to reduce the cost and complexity of identity management tools to our members. Verisign, Geotrust and Aladdin are the initial vendors for the buying club.

Highlights of Vice President Diana Oblinger's Report

ELI has reached the complete build out of all its programs. The last product to be rolled out was Innovations & Implementations, which are brief case studies of exemplary practices in teaching and learning.

ELI is interviewing its members to determine their level of satisfaction with the new organization and services. Satisfaction is very high and membership continues to grow.

Another measure of the effectiveness of the new organization is Web traffic. Since July Web hits have grown 50% per month, each month. The Seven Things You Should Know series is a very popular product.

ELI has created an audio series called the EDUCAUSE Pocket Edition.

Financial Update

We are running about $300,000 ahead of budget. Financial statements will look very good once we recognize our conference revenues at the end of October.

Investment Update

There was nothing to add to what is included in the Agenda Book.

Approval of EDUCAUSE 2006 Budget
Motion:  That the revised budget, showing a surplus of $5,101 for 2006, be approved.
Motion made by: Robyn Render
Seconded by: David Smallen
Passed by unanimous vote

Approval of the 2006 Program Plan
Motion:  That the 2006 Program Plan, as discussed and amended, be approved.
Motion made by: Kathy Christoph
Seconded by: Ellen Waite-Franzen
Passed by unanimous vote

Approval of appointed Board member
Motion:  That Jerry D. Campbell be appointed as a member of the EDUCAUSE Board from January 1, 2006 through December 31, 2009.
Motion made by: Ellen Waite-Franzen
Seconded by: Kathy Christoph
Passed by unanimous vote

Election of Board officers for 2006
The following Board members were elected for 2006:

Approval of Banking Resolutions

EDUCAUSE BANKING RESOLUTIONS, effective January 1, 2006

Wells Fargo Bank of Boulder, CO, Checking; Wells Fargo Brokerage Services, Money Market, Federal Securities, Repurchase Agreements, and Certificate Accounts--Signature Resolution

"RESOLVED, That Robyn Render, Chair; or Ellen Waite-Franzen, Treasurer; or Brian L. Hawkins, President; or Richard N. Katz, Vice President; or Mark A. Luker, Vice President; 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. G. R. Derback and Dawn M. Smith of Great West Life Flexible Benefit Administration are hereby authorized to withdraw funds of this organization from said Wells Fargo Bank of Boulder checking account 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. 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: Robyn Render, Chair; or Ellen Waite-Franzen, Treasurer; or Brian L. Hawkins, President; or Richard N. Katz, Vice President; or Denton K. Farnsworth, Director, 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:  That the preceding banking resolutions by approved.
Motion made by: John Bucher
Seconded by: Jeff Noyes
Passed by unanimous vote

Audit Committee Report

The committee recommended continuing with the firm of Mayer Hoffman McCann for the annual business audit.

Plympton reported that the committee met and now presents the following charge to the full Board:

Charge for the EDUCAUSE Audit Committee

1. Overall purpose/objectives

  • The audit committee is appointed by the board to assist it in discharging its oversight responsibilities and will oversee the financial reporting process to ensure the balance and integrity of published financial information.
  • The committee will oversee the independent audit process, including recommending the appointment and assessing the performance of the external auditor.
  • The committee is responsible for maintaining free and open communication as well as effective working relationships among the committee members, independent external auditors and management of EDUCAUSE.
  • Each committee member will need to develop and maintain his or her skills and knowledge, including an understanding of the committee's responsibilities and of EDUCAUSE activities, operations and risks.

2. Authority

The board authorizes the audit committee, within the scope of its charter to:

  • Perform activities within the scope of its charter
  • Engage independent counsel and other advisers as it deems necessary to carry out its duties
  • Have unrestricted access to members of management, employees as well as to all books, records and facilities of EDUCAUSE.
  • Be directly responsible for the appointment, retention and oversight of the work of the external auditor.
  • Review and approve the policies for the provision of non-audit services by the independent external auditors, including a framework for pre-approval of such services.

3. Organization Membership

  • The board will nominate and appoint the audit committee members and the chair of the audit committee.
  • The audit committee shall be comprised of  at least three (3) members and all members shall be independent, in that they do not accept any consulting, advisory, or other compensatory fee from EDUCAUSE (other than direct expense reimbursement and speaker and faculty honoraria).
  • A quorum of any meeting will be a majority of the committee (2 of 3 members).
  • A majority of the committee members shall be "financially literate," meaning that they are able to read and understand fundamental not-for-profit financial statements.
  • The committee will include at least one member who is a "financial expert" and at least one EDUCAUSE board officer. Financial expert is a person who has an understanding of GAAP and financial statements.
  • Members will be appointed for a one year term of office, and such appointments are renewable.

4. Meetings

  • Meetings shall be held not less than once per year.
  • Special meetings may be convened as required.
  • The committee shall maintain written minutes of its meetings, which shall be the responsibility of the chair of the committee.
  • A minimum of at least one member of the committee shall attend the board meeting at which the audited financial statements are presented.
  • The committee shall provide sufficient opportunity for the independent external auditor to meet privately with the committee (in person or telephonically). The audit committee will meet with the independent external auditors at least once annually without management present.
  • The audit committee may invite others (e.g., the president, director, financial & member services and external audit engagement partner) to its meetings, as it deems appropriate.

5. Roles and responsibilities Financial reporting and disclosures

  • Review as applicable: 1) the scope of the audit and audit plan, 2) the interim financial statements, 3) the annual audited financial statements, 4) the audit report on federal awards.
  • Meet with management and the external auditors to review the audited financial statements, the key accounting policies, the reasonableness of significant judgments, and the results of the audit.
  • Ensure that significant adjustments, unadjusted differences, disagreements with management and critical accounting policies and practice are discussed with the external auditor.

6. Working with the independent auditor

  • The independent auditor shall report directly to the audit committee.
  • The audit committee shall review the professional qualifications of the independent external auditor.
  • The audit committee shall consider the independence of the auditor as well as potential conflicts of interest.
  • The audit committee shall review on an annual basis the performance of the external auditors and make recommendations to the board for their appointment, reappointment or termination.
  • The audit committee shall discuss with the external auditor the quality and appropriateness of EDUCAUSE accounting policies as well as the consistency and appropriateness of their application.
  • The audit committee shall discuss with the external auditor any audit problems encountered in the normal course of audit work, including any restriction on audit scope or access to information.
  • The audit committee shall discuss with the external auditor the adequacy of the internal controls used at EDUCAUSE.
  • The audit committee shall ensure that significant findings and recommendations made by the external auditors and management's proposed response are received, discussed and appropriately acted on.
  • The audit committee shall review policies for the provision of non-audit services by the external auditor.

7. Reporting and evaluating responsibilities

  • The audit committee shall regularly update the board about committee activities and make appropriate recommendations.
  • The audit committee shall ensure the board is aware of matters that may significantly impact on the financial condition or affairs of the organization.
  • The audit committee shall review the audit committee charter on a regular basis and discuss any required changes with the board.
  • The audit committee shall ensure that the charter is reviewed and approved by the board on a regular basis.

8. Adoption of Charter

The Board of Directors adopted this charter on October 17, 2005

Motion: That the preceding charge for the Audit Committee be approved as amended.
Motion made by: Peggy Plympton
Seconded by: Dave Smallen
Passed by unanimous vote

Consideration of the Whistle Blower Policy

Proposed EDUCAUSE Whistle Blower Policy

EDUCAUSE is committed to the highest possible standards of ethical, moral, and legal business conduct. Along with a commitment to open communication, this policy aims to provide a way for employees to raise concerns and to allege wrong-doing, with full assurance that they will be protected from reprisal or retaliation for whistle blowing in good faith. This whistle blower policy is intended to address:

  • perceived wrong-doing,
  • criminal activity,
  • harassment,
  • egregious violation of policy, or
  • imprudent behavior on the part of any member of management. 

This is not a vehicle for protesting a performance evaluation, making a complaint about a fellow employee, or otherwise disputing or disagreeing with management decisions.  In such cases, staff members must respect and use the established organizational lines of authority, communication, and grievance processes.  This whistle blower policy is created to allow legitimate recourse for addressing any of the five inappropriate behaviors identified above.

EDUCAUSE staff members may directly or anonymously convey concerns under this policy. Specifically, if a staff member is concerned about a decision of the president or other staff in authority, the elected chair of the Board of Directors is available to the employee to discuss those concerns without fear of retaliation or retribution. If for any reason the Board chair is perceived to be a part of the problem, or the employee feels uncomfortable with contacting the chair, she or he may contact any member of the Board and explain why contacting the chair was avoided. This alternative contact may also be made anonymously by phone or by sending an unsigned letter to the appropriate official.

Motion: Moved that the proposed EDUCAUSE Whistle Blower Policy be approved as amended.
Motion made by: Ellen Waite-Franzen
Seconded by: Kathy Christoph
Passed by unanimous vote

Consideration of change in August Board meeting date and location
The meeting will be held in Boulder the Thursday following SAC, August 10, 2006.

Discussion

Discussion of the role of the CIO in teaching and learning

A handout entitledTrends in Current Issues, Y2K-2005 was distributed.  Christoph suggested that based upon a chart in the handout, faculty development, support, and training is no longer seen as critical for strategic success. Hitt countered that it might seem less important based upon the chart, because mechanisms to provide the support have been put in place.

The question was asked, "Is EDUCAUSE properly positioned to deal with the issue of CIOs and their role in teaching and learning, and would it be proper to do so?" The consensus is that EDUCAUSE should be positioned to get the ear of presidents and provosts on behalf of the CIOs. These issues can also be seen as relating to accreditation. EDUCAUSE would need a very balanced approach, because the teaching and learning arena is not about IT, it's through IT. It was suggested that this would be a good opportunity for a "Making the Case" paper.

Bucher feels that EDUCAUSE is already doing a good job by providing the suite of services and products that currently exist. Strawn made the comment that the CIO role changes as the role of IT changes.

Discussion of "grand issues" and EDUCAUSE directions

Hawkins distributed a handout on the big issues in higher education as defined by the executive team of EDUCAUSE.

Three major issues were identified:

  • The economics of higher education
  • Student success (Strawn suggested making it Student and Faculty success)
  • Infrastructure for future competitiveness

If these are good ideas, what is the buy-in that's required?  Hawkins has arranged for Phil Goldstein to facilitate a discussion at the retreat Board meeting. In addition, one of the Summits will be devoted to the "grand issues." EDUCAUSE is planning on engaging community members in discussions at each of the regional conferences, and other venues to determine what we can do to facilitate the IT part of the solution.

The Board confirmed their support for the approach presented by Hawkins and the executive team. EDUCAUSE will proceed with executive interviews, Summits, focus groups, etc.

New Business

There was no new business

Executive Session

The Board moved into Executive Session to discuss the performance and compensation of the president.

Adjournment

The next Board meeting will be held on Wednesday, February 1, 2006 from 8:30 – 5:00. There will be a Board dinner on the night of the 31st, and an optional dinner will be held for those who cannot get out on the evening of the 1st.