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Audit Committee Minutes -- Nov. 26, 2001 -- Board of Trustees -- University of Louisville

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The Ad Hoc Committee on Bylaws of the University of Louisville Board of Trustees met on Monday, May 13, 2002 at the Shelby Campus iTRC with members present and absent as follows:

Present: Mrs. Marie Abrams, Co-chair
Mr. Nathaniel Green, Co-chair
Mr. Kevin Cogan
Mr. Richard Feldhoff
Ms. Elizabeth Worland
Ms. Mary Yarmuth
Mr. William Mulloy
Mr. J. Chester Porter
Ms. Joyce Schifano
Other Trustees Present:
Ms. Linda Cauble
Ms. Melissa Long Shuter
From the University:
Mr. John Drees
Ms. Angela Koshewa
Mrs. Kathleen Smith
Mrs. Debbie Dougherty
Ms. Trisha Wolf

I. Convene Meeting

Co-chairs Abrams and Green called the meeting to order at 9:14 a.m.

II. Discussion of Bylaws

The Co-chairs informed the committee that they shall pursue consensus regarding discussion items. Ms. Abrams reminded the committee that its role is to review the existing Bylaws of the Board and to assure the Bylaws allow the Board to function effectively.

Mr. Green reported that he and Ms. Abrams drafted a survey to be sent to members of the Board. The results of the survey will have major impact on any revisions the ad hoc committee may recommend. Mr. Green added that he would like University Administration to complete the survey also. Dr. Feldhoff recommended sending the survey to President Shumaker and Provost Garrison only and asked that Mrs. Smith modify the survey for University Administration. Dr. Feldhoff recommended switching questions 1 and 2 on the survey. The committee agreed. Ms. Worland suggested adding a question about how and where the member was introduced to the bylaws. Mr. Green reminded the committee that the survey's main purpose is to get people to reflect on the bylaws. Ms. Koshewa suggested also looking at the Redbook and KRS statutes when reading the bylaws.

Ms. Abrams informed the committee that the University has worked with the Association of Governing Boards, and she and Mr. Green suggested that the committee bring the association in as a consultant. The AGB could help with best practices and offer advice that would assist in the bylaws analysis. Ms. Abrams also offered to talk to Chair Jessica Loving and the President about the AGB working as consultant with the entire board.

Mr. Green introduced a draft set of ground rules for the committee to follow (attached). The committee approved the set as guidelines with the option to come back and amend as necessary.

Mr. Green suggested that the work of the committee not extend beyond August 30, 2002 and that the committee not meet more than 8 times. He introduced 8 objectives to be covered at the meetings. Mrs. Worland suggested combining objectives. Mr. Green assured the committee that staff would keep them apprised by distributing, whenever possible, unofficial draft minutes within 48-72 hours. Ms. Worland requested that the committee meet on the same day as the regularly scheduled board meetings.

Ms. Abrams noted that University Counsel Angela Koshewa will draft the changes in the Bylaws, as well as advise the Committee as it progresses. As legal counsel, she has the function to assure the Bylaws serve as an appropriate framework for the Board's functions. Ms. Koshewa reminded the committee that the Board is governed both by statute and by bylaws.

Ms. Abrams summarized the points of consensus:

  • The committee agreed to send the survey to the Board of Trustees with some modification.
  • Ms. Smith will revise the survey to elicit responses from the administration.
  • A consultant from AGB will be invited to work with the committee and the full board.
  • The committee approved the ground rules with the option to change when necessary.
  • Ms. Smith will contact all committee members and develop a meeting schedule.
  • The committee set a target date of August 30, 2002 or sooner, with no more than 8 meetings. The 8 tasks of the committee, however, may be combined.

Ms. Abrams encouraged all board members participate in this process.

III. Adjournment

Co-chairs Abrams and Green adjourned the meeting at 10:33 a.m.

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