Board of Directors Meeting Minutes, October 27, 2001, Indianapolis, IN

Attending:Board members Ronald Bleed, Bill Graves, Joel Hartman, Brian Hawkins, Joanne Hugi, Greg Jackson, Susan Perry, Steve Relyea, Donald Riley, Martin Ringle, and Amelia Tynan. Newly elected board members Kathy Cristoph and Perry Hanson were also in attendance. Absent were Diane Balestri and Joel Meyerson.

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

The EDUCAUSE Board of Directors meeting was called to order by Chair Ron Bleed at 1:10 p.m. on October 27, 2001, at the Westin Hotel in Indianapolis, Indiana.

Motion:That the minutes from the August 2001 Board meeting be approved.

Motion made by:Marty Ringle
Seconded by:Multiple seconds

Passed by unanimous vote

I: Reports

Highlights of President Brian Hawkins's Report

  • This fall EDUCAUSE will be doing a membership drive for the first time since EDUCAUSE was formed, with an emphasis on community colleges.
  • The ACE secretariat has an annual retreat for which they send out a set of readings in advance. Five of the nine articles sent out related to higher education challenges, and three of those were from EDUCAUSE (two from EDUCAUSE Review and one a chapter from Dancing with the Devil).
  • We have entered into an agreement with Jossey-Bass to continue to publish the EDUCAUSE Leadership Strategies series on an indefinite basis.
  • There will be a Research Task Force meeting in December to address challenges of developing a core data survey and service.
  • We have confirmed Nancy Cantor, John Gage, and Andrew Young as the three keynote speakers for EDUCAUSE 2002.

Highlights of Vice President Carole Barone's Program Report

  • NLII has a new brochure, with an insert about the READY tool, which will help universities understand their readiness for distributed learning.
  • The MERLOT peer review learning objects project will collaborate with IMS Global Learning Consortium.
  • The NLII annual meeting is moving to San Diego. Plenary speakers are Sidney McPhee, Sally Johnstone, and Brenda Laurel.
  • Two new NLII fellows are Jeremy Haefner, Professor of Mathematics and Senior Faculty Associate for Information Technology, Senior Faculty Associate for Teaching and Learning, and Director of the Teaching and Learning Center at the University of Colorado, Colorado Springs; and Colleen Carmean, IT Director for Consulting Services and Faculty Associate in Integrative Studies at Arizona State University West.
  • 2001 Fellow John Ittelson is doing work on e-portfolios which he hasn't quite completed, so NLII is working with Cal State, Monterey Bay to provide him continued release time.
  • 2001 Fellow Helen Knibb is working on continuous learning and what higher education can learn about this from the corporate world.

Highlights of Vice President Richard Katz's Program Report

  • ECAR is going well and according to plan, with 45 subscribers currently, and a target of 70, which we expect to meet. Corporate participation is going a little less well, but we expect this to be all right in the end.
  • AGAISS piloted the two ECAR surveys that will go out shortly and have found them to be reasonable. This will be the only time that two surveys will go out simultaneously. This is the result of developing ECAR's first two major studies simultaneously.
  • Eduventures is the ECAR partner for now, but we will be monitoring this to ensure that they meet the needs of the subscribers.
  • ECAR major studies will feature case studies. For example, Penn State, University of Tennessee - Knoxville, and Drexel have both expressed an interest in being studied in the wireless area.
  • AGAISS continues to have successful forums, most recently one last May in conjunction with NACUBO on a new business architecture, which will result in a new publication that is in the draft stages. Two articles were published in Business Officer and EDUCAUSE Quarterly summarizing the forum.

Highlights of Vice President Mark Luker's Program Report

  • EDUCAUSE has been working increasingly with the National Association of College and University Attorneys (NACUA) as matters of IT policy rise to the level of campus legal issues.
  • The Security Task Force is well constituted but needs additional staff support. EDUCAUSE will investigate sources of funding.
  • There is discussion among federal research agencies of requiring some type of standards for system security in all research grants.
  • The Higher Education Bridge Certification Authority, HEBCA, is up and running in demonstration form. EDUCAUSE and NIH have jointly supported this initiative.
  • EDUCAUSE signed a cooperative agreement with the Department of Commerce on Monday, October 22, that delegates joint management of the .edu domain to EDUCAUSE. Both Commerce and EDUCAUSE will announce this on their Web sites on Monday, October 29. There will be a press event in DC mid-month. EDUCAUSE operations of .edu will begin with a sixty-day sunrise period when new institutions can apply for names to avoid a land-rush approach.
  • We have established a policy committee consisting of the President of EDUCAUSE, the President of ACE, and the CEO of NACUA to consider and rule on proposed changes in .edu policies in the future.
  • There has been a tremendous staff effort to make the .edu domain project a success!

Highlights of Cynthia Golden's Report on Professional Development

  • There is a lot going on in the professional development area. The Professional Development Committee plans to have a conversation similar to the one the board has had with regard to the impact of September 11 on meetings in the future. Plans also include discussing a mentor program.
  • The first Mid-Atlantic regional conference will take place early in December. David Ward will keynote.
  • There will be some exploration with the presidential associations to see what kind of PD can be offered to campus executives.

II.Business Agenda

1.Approval of EDUCAUSE 2002 Budget

  • Wendy Milburn reported that EDUCAUSE is very healthy financially. We have experienced a paper loss on our stocks because of the September 11 terrorist attack's impact on the overall economy. We are still running ahead of budget with a plus $94K positive balance projected at this time.
  • Denny Farnsworth reported that Washington Mutual has been doing well, Growth Fund of America is protecting its investment and doing better than S&P but showing a loss, and Bear Stearns S&P Stars is a little below S&P. We have regained much of our loss in the last week and the trend as we see it is very encouraging.

Brian Hawkins provided a detailed report as background for a board discussion of the potential impact of the terrorist attack on September 11 on the EDUCAUSE budget for the coming year. Some of the points he made included the following.

  • We are not spending money on any unrealized gains, so we are also not affected by the paper losses in terms of cash flow. We need to remember that this is invested cash, not like an endowment not ever to be spent.
  • The number of conference registrants at this moment is very close to last year. The conference is currently approximately $220K ahead of budget. Corporate participation is good although a few smaller companies have cancelled at the last minute. Some sponsorships are lower than in past years, specifically, there are fewer corporate hospitality events, and the large events are not fully sponsored by corporate dollars.
  • Our biggest concern is the economy, not fear, although no one knows what else could happen that might re-raise the fear factor.
  • Regional conferences may actually do better as a result of people not wanting to fly as much.
  • We should focus on business continuity as a topic for managing IT resources in what are about to be hard times. We are all going to be coping with budget cuts and trying to maintain business continuity so we do need to focus on that set of issues so that we can be of measurable value to our members.
  • Auditors are expressing serious concerns about security, scrutinizing networks for security, but using industry (corporate) standards. This is really inappropriate. Programmatically, EDUCAUSE can be a leader in providing concrete, relevant business continuity/security best practices relevant to higher education rather than the Fortune 500. How to guide campuses not to panic and not to overreact would be important.

Board Conclusions

There was a board consensus that we need to continue to invest in needed initiatives, in spite of the uncertainty, now more than ever. But we also need to recognize that there is still uncertainty about vendor participation in an economy that is painfully slow. In the worst-case scenario, EDUCAUSE still has enough cash to make mid-flight corrections for 2003 at this time next year. So it makes sense not to do any correcting at this point. So we should go forward with the full budget and program that was tentatively approved in August. EDUCAUSE should monitor events closely, do the things that we need to do for the membership, and evaluate this carefully at this time next year. The Board made it very clear that now is the time to further invest in the membership, especially with regard to issues of security and business continuity, and to use the necessary reserve funds that were originally designed for these funds in cases of economic uncertainty. In addition, the following other recommendations are worthy of note:
-The scale of the security solution for higher education is important to remember. It's not just research universities that auditors are looking at. Security is now on the radar screen of most academic communities.
-Go out to the community to get ongoing feedback in these volatile times.
-Pay more attention to how we can assess the value of IT.

Motion: Moved that the budget approved in August be approved for 2002.

Moved:Greg Jackson
Seconded:Mely Tynan

Passed unanimously

2.Approval of Change to Investment Guidelines

FISN manages our investments according to guidelines we provide. Currently, those guidelines state that our Medium-Long-Term Fixed Income Reserve account is limited to $3,000,000. Funds available for investment in excess of that figure are supposed to be invested in mutual funds. Due to market volatility, we do not want to invest further in mutual funds at the present time. Therefore, funds in excess of $3,000,000 have been placed in a money market account. Money market rates have been declining steadily, so to increase our investment returns, we would like to accept the recommendation of FISN and raise the Medium-Long Term Fixed Income Reserve account ceiling to $4,000,000. This will allow us to purchase CDs, agency notes, and similar investments, all of which will outperform the money market account. These additional investment purchases would be incorporated into the laddered portfolio.

Motion: Moved that investment guidelines be updated to indicate that the maximum amount that may be invested in the Medium-Long Term Fixed Income Reserve account be increased from $3,000,000 to $4,000,000.

Moved:Susan Perry
Seconded:Joel Hartman

Approved unanimously

3.Approval of the 2002 Program Plan

Given the discussion earlier in the board meeting, in approving the 2002 Program Plan the board suggested that the areas of security and business continuity be emphasized when appropriate throughout the program plan for the coming year.

Motion: Moved that the 2002 Program Plan be approved.

Moved:Joel Hartman
Seconded:Susan Perry

Passed unanimously.

4.Appointment of New Board Member

Motion:That David Ward be approved as the new appointed board member.

Moved:Mely Tynan
SecondedDon Riley

Passed unanimously.

5.Election of Board Officers for 2002

Susan Perry removed herself as a candidate for any office on the board. The election proceeded according to the procedures specified in the bylaws.

  • Elected chair of the 2001 board was Marty Ringle.
  • Elected vice-chair of the 2001 board was Mely Tynan.
  • Elected secretary of the 2001 board was Joanne Hugi.
  • Elected treasurer of the 2001 board was Joel Hartman.

6.Approval of Required Resolutions

Motion: Moved that the following banking resolutions be approved.

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

"RESOLVED, That Martin Ringle, Chair; or Joel Hartman, Treasurer; or Brian L. Hawkins, President; or Richard N. Katz, Vice President; or Mark A. Luker, Vice President; or Denton K. Farnsworth, Director of Administrative Services; or Susan A. O'Rourke, Administrative Assistant; 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 Secretary 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 in behalf of EDUCAUSE shall be executed in its behalf by any of the following officers of this company: Martin Ringle, Chair; or Joel Hartman, Treasurer; or Brian L. Hawkins, President; or Richard N. Katz, Vice President; or Denton K. Farnsworth, Director of 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."

Moved:Susan Perry
Seconded:Marty Ringle

Passed unanimously

7.Adjournment

Motion to adjourn was made by and seconded by multiple board members. The meeting was adjourned at 4:40 p.m. after which time the board convened an executive session.

The winter meeting of the board will be held on January 29-30 in San Diego. That meeting will include a planning session that will start after lunch on the 29th, and conclude by lunch on the 30th. This will be followed by a business meeting that will end at 5:00 pm. A dinner for the full board will be held the evening of the 29th and there will be an informal dinner for those who do not fly out the evening of the 30th.