Minutes -- April 8, 2004 -- Board of Trustess -- University of Louisville
MINUTES OF THE ANNUAL MEETING OF THE BOARD OF TRUSTEES OF THE
UNIVERSITY OF LOUISVILLE
September 23, 2004
In Open Session
The members of the Board of Trustees of the University of Louisville met on Thursday, September 23, 2004, at 1:00 p.m. in the Jefferson Room of Grawemeyer Hall, Belknap Campus, with members present and absent as follows:
Mr. Ulysses L. Bridgeman, Jr., Chair
Mr. Tommie Burns
|From the University:||
Dr. James R. Ramsey, President
Mr. Jerry Abramson, Mayor, Louisville Metro Government
I. Call to Order
Having determined a quorum present, Chairman Bridgeman called the meeting to order at 1:00 p.m.
II. Consent Agenda
A. Approval of Minutes
Minutes from Regular Board Meeting, 6/24/04
Minutes from Executive Committee Meeting, 7/08/04
Minutes from Special Executive Committee Meeting, 8/23/04
Minutes from Special Board Meeting, 9/14/04
B. From the Personnel Committee
Approval of Monthly Personnel Recommendations
Approval of Designation of Patterson Baseball Stadium
C. From the Compensation Committee
Approval of 2004-05 Goals for the Office of the President
Approval of President’s Bonus and Compensation for 2004-05
Approval of Authorization of President for Discretionary Bonuses to
Permanent Members of the Office of the President
Chairman Bridgeman read the roll of consent agenda items. Hearing no objection, Ms. Abrams made a motion, which Ms. Snowden seconded, to approve the consent agenda. The motion passed unanimously.
III. Report of the Nominating Committee
Chair Denny reported the Nominating Committee, comprised of Ms. Handmaker, Ms. Abrams, and Ms. Denny, met on September 21, 2004. Ms. Denny made the motion, which Ms. Worland seconded, to approve the following slate of officers for 2004-05:
Chair, Ulysses L. Bridgeman, Jr.
Vice Chair, J. Chester Porter
Treasure, Nathaniel E. Green
Secretary, Sandra Metts Snowden
At Large, Owsley B. Frazier
Constituency Representative, Bill Forman
Legal Counsel, Angela D. Koshewa
Assistant Secretary, Kathleen M. Smith
The motion passed unanimously. Chair Bridgeman expressed his appreciation for the Board’s confidence in his leadership and acknowledged the cooperative nature of the Board in working together with administration on tough issues.
IV. Report of the Alumni Association
Ms. Handmaker introduced Steve Bryant, Alumni Association. Mr. Bryant reported alumni involvement is increasing; the Alumni Association represents a very diverse group. He observed continued success will depend on working together as one organization. The Alumni Association is focusing its time and attention on supporting the University’s mission. The welcome weekend for incoming freshmen, community nights, comprehensive homecoming and student pep rally before the game are just a few of the activities the alumni have endorsed. He thanked the Board and Dr. Ramsey for their support of Alumni Association events and the Association’s board.
V. Reportom the UofL Foundation
Due to a family death, Mr. Green could not attend the meeting. Therefore, he provided the following written report from the Foundation about recent activities.
The Foundation Board at its March 29 th meeting received a staff report about the State Auditor’s findings, and the Board subsequently took action on June 17 th to implement recommendations resulting from that report. Those actions were 1) to amend the Foundation travel and entertainment policy to include a provision for the reimbursement of expenses related to minor children; 2) to inventory only equipment and furnishings at Amelia Place of $1,000 or more in value; and 3) to adopt a policy that any single gift expense valued at $5,000 or more would be reported to the Board on the “President’s quarterly reports” under the category of gifts. With these actions, the Foundation responded positively to the State Auditor, and all issues are now resolved.
The Board received during this period its regular investment performance and financial update reports from Cambridge and Associates, which recognized the UofL Foundation in the top tier of the higher education universe managed by Cambridge & Associates. The performance of the portfolio has been exceptional.
The Board noted that President Ramsey initiated voluntarily a Foundation web site where board agenda, minutes, Finance Committee reports, the Foundation Annual Report, and other points of interest were posted since December 2003 for the general public to view. The Board praised Dr. Ramsey for his openness and candor regarding the operations of the Foundation.
In routine action, the Board approved a Scholarship Fund in the name of the Alumni Association (March 29 th), a lectureship in the name of Kentaro Tsueda (June 17 th), a procedure for the public to inspect Foundation records (May 19 th), a report from Dr. Karen Bearden on the Minority Leadership Institute she directed (June 17 th), and the Operating Budget for 2004-05 (June 17 th). Additionally, Morris Borowitz, Burt Deutsch, and Frank Weisberg were reelected for three year terms, and Chester Porter (Chair), Frank Hower (Vice Chair), Scott Davis (Treasurer), and Burt Deutsch (Secretary) were elected as officers for 2004-05.
Lastly, at a meeting of the Foundation’s Executive Committee (July 29 th), the Foundation agreed to provide $2.5 million as a capital commitment to Triathlon Medical Ventures to promote university research and to stimulate commercialization of faculty’s intellectual property into new ventures. The Foundation’s investment has been combined with funds from other groups and matched by support from the Small Business Administration to create a $15 million fund managed by Triathlon.
As you can see, the Foundation has been busy over the past six months. Please feel free to contact me about anything in this report, and if I cannot answer it directly, I will put you in touch with a member of the Foundation board who can. For more detailed information, the Foundation web site is: www.louisvillefoundation.org .
VI. Approval of Authority of the Institutional Review Board
Provost Willihnganz reported the Institutional Review Board (IRB) policy establishes the authority of the University of Louisville Institutional Review Boards. She noted the IRB will oversee human research activities and insure they are done in accordance with applicable federal laws and regulations. Ms. Abrams made a motion, which Ms. Snowden seconded, to approve the
President’s recommendation that the Board of Trustees approve the policy establishing the authority of the Institutional Review Board as outlined below.
AUTHORITY OF THE INSTITUTIONAL REVIEW BOARDS
I. PURPOSE / BACKGROUND
This policy establishes the authority of the University of Louisville Institutional Review Board (IRB).
It is the policy of the University of Louisville that human research activities conducted under the oversight of the organization will be conducted in accordance with applicable federal law and regulations that include but are not limited to Federal Regulations 45 CFR 46, 21 CFR 50, 21 CFR 56, and 45 CFR 160 and 164, applicable Kentucky state statutes and regulations, the principles of The Belmont Report and local University Institutional Review Board (IRBs) requirements.
The University of Louisville authorizes the IRB of the organization to review and have authority to:
Approve, modify (to secure approval), or disapprove all human research conducted by the organization,
Suspend or terminate research not conducted in accordance with the regulations, statutes and principles or IRB's requirements mentioned above or that has been associated with unexpected serious harm to subjects,
Observe, or to have a third party observe, the consent process,
Observe, or have a third party observe, the conduct of the research, and
Serve as the Privacy Board for the University of Louisville that approves waivers of authorization in accordance with the HIPAA Privacy Rule.
Research covered by this policy that has been approved by a University IRB may be subject to further appropriate review and approval or disapproval by officials of the institution. However, as per 45 CFR 46.112 and 21 CFR 56.112, those officials may not approve the research if a University of Louisville IRB has disapproved it.
Any IRB member or staff who believes that they have been subject to inappropriate influence should report this immediately to the IRB chair or the Director, Human Subjects Protection Program, who will report the attempt to influence to the Senior Vice President for Research (SVPR). The SVPR will investigate, or have investigated, the attempt to influence and determine an appropriate response to the attempt based on penalties similar to those outlined in the University’s Administrative Sanctions for Violations of University of Louisville Research Policies . This policy may be found on the Research Integrity Program Home Page ( http://www.ori.louisville.edu ) under research policies.
III. PROCEDURE FOR POLICY
Procedures for conducting the business of the University of Louisville IRBs may be found in the IRB Standard Operating Procedures (SOP), the Investigator’s Guide , the IRB Member Handbook , the Privacy Board SOP and the Human Subjects Protection Program Office (HSPPO) SOP.
The motion passed unanimously.
VII. Approval of Endowment Matching Program Annual Report
Vice President Curtin noted the endowment matching program annual report covers programmatic and financial activities supported at the University by the Council on Postsecondary Education (CPE) Endowment Matching Program. For the 2002-04 biennium, the CPE allocated a third round of $33,333,000 to UofL to be matched dollar-for-dollar by the private sector. He reported that during fiscal year 2003-04, UofL submitted and received approval for three requests to be funded by state matching funds from Round III and interest earnings on Round I of the Endowment Match Program. The University secured $3,500,000 in private funds that were matched by $2,500,119 in state funds. These funds created two new endowments and expanded one existing endowment. When coupled with existing endowments funded through the Endowment Match program and current requests submitted for approval, he noted that these endowments had a combined market value of $154,756,354 as of June 30, 2004. In response to Mr. Stone’s inquiry, Vice President Curtin said the state matches pledges, and the donor has a five-year window to make pledge payments. Mr. Livingston made a motion, which Judge Bisig seconded, to approve the
President’s recommendation that the Board of Trustees approve the Endowment Matching Program Annual Report due to the Council on Postsecondary Education on October 15, 2004 (copy available upon request).
The motion passed unanimously.
VIII. Approval of Resolution for Reimbursement of Debt for Baseball Stadium Project
Dr. Ramsey reported this resolution authorizes the University to make known its intent to issue revenue bonds at a future date to fund the baseball stadium project. The revenue bonds will reimburse the University for any capital expenditures made in relation to the stadium and paid prior to the issuance of the bonds. The bonds cannot be processed until the 2004-06 budget has been approved. Mr. Stone made a motion, which Ms. Abrams seconded, to approve the
President’s recommendation that the Board authorize the University to proceed with a Declaration of Official Intent to reimburse any capital expenditure paid for the construction of a baseball stadium project from proceeds of a proposed issue of revenue bonds.
The motion passed unanimously.
IX. Approval of Health Sciences Center Compliance Plan
President Ramsey asked Dr. Cook to provide an overview. Interim Executive Vice President Larry Cook reported this plan, formerly known as the School of Medicine Compliance Plan, monitors and audits billing for professional services. That plan originally approved in 1997 and modified in 2001 and 2003, has been very successful. The current recommendation broadens the scope of the existing plan and adds the School of Dentistry and includes all professional services billing by clinical faculty, non-physician practitioners, and practice groups to federal and state payers.
In response to Mr. Stone’s request to table the action for additional review because of the short amount of time the document was made available to trustees, Ms. Abrams recommended the Board approve the Plan document revisions provided the University’s administration distributes an executive summary of the plan to Trustees and brings back to the Board in one year a report outlining the impact of the Plan. Mr. Stone withdrew his request to table the action when his compromise to provide a timely executive summary of the plan to the trustees was made part of the motion. Mr. Stone also reserved the right to revisit this issue at the November board meeting if the summary revealed some concerns. Ms. Abrams made a motion, which Ms. Snowden seconded, to approve the
President’s recommendation that the Board of Trustees adopt the “University of Louisville Health Sciences Center Compliance Plan” (the “Plan”) (copy available upon request), effective October 1, 2004, to replace the “University of Louisville School of Medicine Compliance Plan” as approved by this Board on April 28, 1997 and modified on September 24, 2001 and March 13, 2003;
That the Compliance Officer meet twice per year with the Board’s Audit Committee and that the President be informed in advance of personnel actions affecting the Compliance Officer;
That the President, Provost, Vice President for Health Affairs, Dean of the School of Medicine, and Dean of the School of Dentistry are authorized to carry out the Plan in the manner set forth therein; and
That the President direct staff to prepare an administrative executive summary of this revision as soon as possible and provide a follow up report in one year.
The motion passed with Mr. Stone abstaining.
X. Approval of Administrative Reorganization Change
President Ramsey reported since the Board approved the reorganization last year, he would like to recommend one modification. He has asked Joe Beyel and his staff, who focus on governmental relations, alumni relations, and donor relations to report directly to the President. Dan Hall and Tom Jurich will continue to report to the President. Dr. Ramsey observed that Shirley Willihnganz was permanently appointed as Provost and she has done an excellent job as the University’s chief academic and chief operating officer. Ms. Abrams made a motion, which Ms. Worland seconded, to approve the
President’s recommendation that the Board of Trustees approve the revised administrative reorganization (copy available upon request).
The motion passed unanimously.
XI. Report of the President
Provost Willihnganz observed that the University continues to realize enormous success in the quality of its freshman class. The average ACT score is the highest ever despite budget cuts. She recognized the exceptional efforts of Vice President Gifford’s staff to promote accessibility and open communications with prospective students. Dr. Willihnganz noted the University will continue to implement initiatives to ensure the campus is welcoming and inviting for all students.
Provost Willihnganz reported the National Survey of Student Engagement group (NSSE) will be on Shelby Campus October 14 for the Teaching and Learning Conference, with Dr. Kuh as the keynote speaker. All board members are invited to attend the seminar.
Dr. Willihnganz recognized Dr. Dale Billingsley’s work as associate provost for undergraduate studies and Dr. Gale Rhodes for her leadership of the Delphi Center. She explained some retention efforts were underway, including the A&S dean appointing a retention coordinator in each department. The undergraduate council has appointed a general education curriculum committee. She reported an Office of Retention Management will soon be added to review data and track the success of these new programs. Judge Bisig, applauded these initiatives, but expressed concern over retention rates. She suggested the administration work with student government leaders to be more aggressive in achieving better retention of the students. Noting a majority of the student population holds employment the Judge recommended looking at nontraditional ways to address the needs of these students. Dr. Willihnganz replied that, during his session, Dr. Kuh will share innovative ideas that address these. President Ramsey reiterated the University’s commitment to be a great research university supported by great undergraduate programs. He noted the shared goals focusing of the President, Provost, Vice Presidents and Deans focus significantly on undergraduate programs. Chairman Bridgeman observed the excellent services during student orientation and enthusiasm. Mr. McKinley recognized the Admissions staff for continuing to improve on orientation, especially commending Danielle Bristow for her dedication. In response to Mr. Cogan’s inquiry about measuring retention success, Dr. Willihnganz said the Office of Retention surveys the students to determine the reasons why they stay or leave the University. Ms. Worland commended Dr. Willihnganz and her work toward increasing retention. She also noted the exceptional success of Tom Jurich and the Athletics Department in retaining student-athletes. Prof. Pierce observed one major difference between the University today versus 17 years ago was its research reputation, which should enhance undergraduate recruitment. President Ramsey thanked Provost Willihnganz for her leadership.
Dean Doane acknowledged the important role the University plays as a cultural contributor to the community. He observed the City’s excellent reputation as a performing arts community and crucial role the University plays. The School of Music is an educational and cultural resource center offering over 200 events each year. Dean Doane then invited the board to the Rotunda where the Cardinal Singers performed several pieces. The Board gave Professor Hatteberg and the Cardinal Singers a round of applause.
Louisville Medical Center Development Corporation
Dr. Ramsey introduced Steven Spalding of the Louisville Medical Center Development Corporation (LMCDC) and Jim Reeves, consultant for the Center. Mr. Spalding reported the LMCDC was established in 1997. It is committed to implementing the vision of the Boyle Report and building upon Governor Fletcher’s challenge to create a life sciences industry in Kentucky.
Mayor Abramson thanked President Ramsey for his commitment to the life sciences and Metro Louisville. He noted LMCDC is a partnership between the City and the University, engaging numerous existing partnerships that attract bright people to the community. He stated the Bucks for Brains was another commitment bringing in researchers and staff to Louisville.
Mr. Spalding agreed the partnerships encourage community groups to work together. He discussed a glide trip to the Wake Forrest Research Park that helped in planning research park in Louisville. Mr. Spalding also recognized Prof. Pierce’s involvement as a Metacyte client.
Mr. Reeves presented a powerpoint of the LMCDC’s strategic planning (copy available upon request). It highlighted an analysis of the market, LMCDC’s vision, competitive and new organizational focus. He shared the development of Metacyte and other information concerning the development of start-up companies, as well as LMCDC’s ability to attract larger companies.
Ms. Snowden expressed her enthusiasm for the development of LMCDC, noting her involvement for the past 5-6 years. She stated that it will provide the framework for much needed economic growth.
President Ramsey requested feedback from trustees and said he and the Mayor would like to present this strategic plan to Governor Fletcher. In response to Ms. Worland’s question concerning a relationship with Minerva Ventures, President Ramsey responded Minerva Ventures was created a few years ago. The Minerva Board and he determined it needed redirection. President Ramsey, with George Fischer’s support, has begun the refocusing of Minerva toward non-science entrepreneurial activity. President Ramey and Mr. Cogan spoke with the UofL Foundation directors about additional funding for a new non-life sciences focus.
Resolutions of Appreciation
President Ramsey thanked former board members, Prof. David Ensign, Linda Wallbaum Cauble and Joyce Hagen (Ms. Cauble and Ms. Hagen could not attend the meeting) for their dedicated service to the Board. Mr. Cogan made a motion, which Ms. Denny seconded, to approve the following resolutions:
WHEREAS, David Ensign has served the University with distinction as the faculty representative on the Board of Trustees for the past two years and as Chair of the Faculty Senate from 2002-2004;
WHEREAS, in his capacity as a member of the Board, he served faithfully and well on various standing committees of the Board, including the Executive Committee (constituency representative 2002-03); the Trustees Award Committee, Finance Committee; the Academic and Student Affairs Committee; and the Compensation Committee (2003-04);
WHEREAS, because of his many talents, he also served on various special University and Board Committees, including serving as chair of the 2004 Executive Vice President and Provost Search Committee, and various other groups that benefited greatly from his leadership;
WHEREAS, he willingly served on the Board of Directors of University affiliated corporations, including the University of Louisville Research Foundation, Inc.; and
WHEREAS, he has demonstrated his full and loyal support to the University, thereby winning the admiration, affection, and respect of his fellow Trustees.
NOW THEREFORE BE IT RESOLVED, that the Board of Trustees of the University of Louisville hereby expresses its sincere admiration and deep appreciation to David Ensign for his distinguished contributions and outstanding performance as a member of the Board of Trustees from September 2002 through August 2004; and
BE IT FURTHER RESOLVED, that a copy of this Resolution, appropriately signed, be presented to David Ensign.
President Ramsey noted for the record the following resolutions for Ms. Cauble and Ms. Hagen.
LINDA WALLBAUM CAUBLE
WHEREAS, Linda Wallbaum Cauble. has served the University with distinction as a member of the Board of Trustees since her appointment by Governor Patton in 1998;
WHEREAS, in her capacity as a member of the Board, she served faithfully and well on various standing committees of the Board, including the Personnel Committee (serving 1999-2004; as chair 2000-04; vice chair 1999-2000), the Student Affairs Committee (1998-2000); the Audit Committee (1998-2000), the Trustees Award Committee (2001-2004); and the Nominating Committee 2000-01.
WHEREAS, she willingly served on the Board of Directors of University affiliated corporations, including the University of Louisville Research Foundation, Inc.
WHEREAS, she has given her full and loyal support to the University, thereby winning the admiration, affection, and respect of her fellow Trustees.
NOW THEREFORE BE IT RESOLVED, that the Board of Trustees of the University of Louisville hereby express its sincere admiration and deep appreciation to Linda Wallbaum Cauble for her hard work and outstanding performance as a member of the Board of Trustees from July 1998 through June 2004; and
BE IT FURTHER RESOLVED, that a copy of this Resolution, appropriately signed, be presented to Ms. Linda Wallbaum Cauble.
WHEREAS, Joyce Hagen. has served the University with distinction as a member of the Board of Trustees since her appointment by Governor Patton in 1998;
WHEREAS, in her capacity as a member of the Board, she served faithfully and well on various standing committees of the Board, including the Executive Committee (serving as at-large member 2001-02, and secretary 2003-04); the Finance Committee (serving 1999-2004; as chair 2000-02; vice chair 2002-04), the Student Affairs Committee (1998-99); the Academic and Student Affairs Committee (2002-03); the Personnel Committee (2003-04), the Audit Committee (serving as vice chair 2002-04), the 2002 Presidential Search Committee; the 2004 Executive Vice President and Provost Search Committee; and the ad hoc Committee on Bylaws.
WHEREAS, she willingly served on the Board of Directors of University affiliated corporations, including the Minerva Ventures, the University of Louisville Research Foundation, Inc., University of Louisville Athletic Association, University of Louisville Foundation, Inc., and ULH, Inc.;
WHEREAS, she has given her full and loyal support to the University, thereby winning the admiration, affection, and respect of her fellow Trustees.
NOW THEREFORE BE IT RESOLVED, that the Board of Trustees of the University of Louisville hereby express its sincere admiration and deep appreciation to Joyce Hagen for her hard work and outstanding performance as a member of the Board of Trustees from July 1998 through June 2004; and
BE IT FURTHER RESOLVED, that a copy of this Resolution, appropriately signed, be presented to Ms. Joyce Hagen.
The motion passed unanimously.
XII. Report of the Chair
Chair Bridgeman acknowledged t he Board of Trustees reviewed at a special meeting on September 14 th the performance of President James R. Ramsey for the period 2003-2004. Trustees praised the President for outstanding leadership provided to the University and noted many accomplishments that moved the University significantly toward its vision of becoming a nationally preeminent metropolitan research university. Additionally, President Ramsey firmly established an administrative structure that ensures academic priorities always lead decision-making.
The Board praised the President, and the Office of the President team for accomplishing all 17 of the 2003-04 goals set by the Board of Trustees last year and most achieved at the highest goal level. Chair Bridgeman referred to a more detailed summary of the presidential evaluation (see below).
Summary of Evaluation For James R. Ramsey
September 23, 2004
The Board of Trustees reviewed, on September 14 th, the performance of President James R. Ramsey for the period 2003-2004. Trustees praised him for outstanding leadership provided to the University and noted many accomplishments that moved the University significantly toward its vision of becoming a nationally preeminent metropolitan research university. Additionally, President Ramsey firmly established a management structure that ensures academic priorities always lead decision-making.
The Board acknowledges the President, and the Office of the President team, accomplished all 17 of the 2003-04 goals set by the Board of Trustees last year and most at a high level; examples of the achievements are:
Attaining seven out of eight possible CPE/EEO employment and student diversity measures—the highest achievement of any state university;
Launching a master planning effort for Shelby Campus, with strong support from neighboring community leaders, that has the potential of transforming this 40 year old underperforming asset into a revenue resource;
Increasing total annual research grants and contracts to approximately $101 million, a remarkable 43.9% (goal maximum was 12%);
Fundraising during a period of fiscal conservatism to secure $42.7 million in philanthropic support, including a $5 million gift from Kosair Charities;
Chairing the Cardiovascular Innovation Institute (CII), hiring the leadership team for the Institute, crafting a funding plan for success, and positioning the CII to break ground on its new research facility;
Implementing the Vision, Focus, Action plan to improve the educational enterprise and enhance the opportunities for undergraduate students;
Securing funding for the Cancer Center Growth Plan to position UofL for NCI designation; and others
Other accomplishments worth noting are:
Providing the resources that attracted a record number of quality students to the University, making this Freshman class the best in UofL’s history;
Hiring permanently Shirley Willihnganz as Executive Vice President and Provost, Mickey Wilhelm as Dean of Speed School of Engineering, and recruiting Charlie Moyer as Dean of College of Business and Public Administration;
Stabilizing the senior coaching staff and management team in Athletics, resolving budget issues to insure financial equilibrium, producing a record number of student-athletes on the Athletic Director’s Honor Roll (3.0 GPA), and preparing for entrance into the Big East (BCS)
Chair Bridgeman said the President has posted on his web site the complete listing of the goals and outcome statements related to those goals. The Board also praises Dr. Ramsey for the openness and candor he brings to the management of the University.
The Board recognized 2003-2004 as the President’s best year and as truly exceptional. Also, the Board noted the enthusiastic and generous support of Jane R. Ramsey for the University’s initiatives. The Trustees express their deep gratitude for the dedicated service she provides as Dr. Ramsey’s partner.
Chair Bridgeman announced the October committee meetings on Thursday the 14 th will be held at Shelby Campus. These meeting are in conjunction with the Delphi Centers Teaching and Learning Celebration, to which all trustees are invited. A formal invitation will be mailed soon. Chair Bridgeman encouraged the trustees to attend the Delphi Center conference.
Ms. Snowden made a motion, which Mr. Livingston seconded, to adjourn the meeting at 3:10 p.m. The motion passed unanimously.