Audit Committee Minutes -- Nov. 26, 2001 -- Board of Trustees -- University of Louisville
AD HOC COMMITTEE ON BYLAWS
BOARD OF TRUSTEES
UNIVERSITY OF LOUISVILLE
The Ad Hoc Committee on Bylaws of the University of Louisville Board of Trustees met on Monday June 24, 2002 in the Mary Bingham Room of the University Club with members present and absent as follows:
Mr. Nathaniel Green, Co-chair
Mr. Kevin Cogan
Dr. Richard Feldhoff
Mr. William Mulloy, Sr. (departed 10:50 a.m.)
Mr. Elizabeth Worland
Ms. Mary Yarmuth
Ms. Marie Abrams, C-chair
Mr. J. Chester Porter
Ms. Joyce Hagen Schifano
|Other Trustees Present:||
Ms. Linda Cauble
Mr. Milton Livingston
Ms. Jessica Loving
Ms. Melissa Long Shuter
Ms. Sandra Metts Snowden (arrived 11:05 a.m.)
|From the University:||
Ms. Angela Koshewa
Ms. Julie DeMunbrun
Ms. John Drees
Ms. Kathleen McDaniel Smith
Ms. Debbie Dougherty
Ms. Trisha Wolf
|Also Attending:||Ms. Sally Vamvakias, Consultant, Association of Governing Boards|
I. Convene Meeting
Having determined a quorum present co-chair Green called the meeting to order at 10:00 a.m.
Approval of Minutes
Ms. Worland made a motion, seconded by Mr. Mulloy, to approve the minutes of May 13, 2002. The motion passes.
II. Review of Best Practices and Other Issues Affecting Bylaws
Co-chair Green introduced Ms. Sally Vamvakias, consultant for the Association of Governing Boards and former Trustee for the University of Maine. Ms. Vamvakias reviewed the UofL Board of Trustees Bylaws and made the following suggestions:
- If the current bylaws work for the Board, they should not be discarded. Instead she suggested modifying the bylaws to accommodate the issues the Board wants to resolve.
- Bylaws should reference the KRS statutes, the Redbook [Chapters 1,2, and 3] and other appropriate documents where needed.
- Article 2.2 states that the President may attend meetings but does not mention the role of the President in board meetings or if the President can be excluded from attending meetings.
- The bylaws refer to the powers of the Board of Trustees but without significant detail. The authority of the Board needs to be noted.
- Ms. Vamvakias also questioned the need for the Board to meet monthly. She encouraged the Board to examine its business to determine if monthly meetings are appropriate. With most major universities the board meets 4-5 times per year. Smaller universities meet more frequently because they tend to be involved in management and other administration issues.
- Ms. Vamvakias suggested the Board encourage citizen input. The Board could hold its meetings around the state to allow citizens the opportunity to inform the board about issues important to their community. She encouraged the Board to think about its statewide role.
- From her experience and research, the Executive Committee is usually the only committee specified by name in the bylaws. In so doing, the Board does not constrain the creation and dissolution of other committees. The bylaws should instead state that the Board or Chairman may designate other committees for specific purposes after appropriate consultation with the Board.
- Ms. Vamvakias suggested that it is often helpful to send out a grid asking what committee’s Trustees would like to serve on.
- Ms. Vamvakias recommended revising “Sundry Provisions” and questioned whether it was an appropriate designation for article 4.
- Ms. Vamvakias agreed that within the university policies and procedures it would be useful to define the Presidential Search Committee in the Bylaws. The committee is too important to be relegated to the status of an ad hoc committee. She also recommended the Bylaws should include the procedures for selecting a new president and describing the membership of the search committee.
Mr. Livingston observed that if the entire Board of Trustees served as the Search Committee all representatives would be covered and all Trustees would have a voice in the search process. Ms. Yarmuth remarked that currently the Trustees who do not serve on the committee are less than a quorum of the board.
Mr. Green raised the question of the Board’s use of the Executive Committee. Ms. Vamvakias stated that she prefers to see the Executive Committee act in lieu of the board only when all board members are invited to attend and the board subsequently ratifies all actions. Ms. Koshewa stated that is how the Executive Committee currently operates.
Mr. Livingston suggested 1) merging the Finance with the Audit committees 2) Audit functioning as an independent subcommittee of Finance, and 3) combining Personnel and the Academic and Student Affairs committees. This reorganization would reduce the number of committees, increase the probability of a quorum, and make more efficient use of the Trustees time. Mr. Green said the Bylaws Committee would consider seriously Mr. Livingston’s suggestions.
III. Survey Response Review
Ms. Smith reported the board had 75 percent return of the survey. She also stated that Drs. Shumaker and Garrison recognized the Bylaws are the Board’s purview and they chose not to respond to the survey. Ms. Koshewa noted that she prepared a very brief survey for Executive Council and the responses indicated that very few administrators have looked at bylaws because they have not had a reason to. Mr. Green reviewed the schedule for future meetings and noted the committee will work on the issues presented today and ask university counsel to draft the revisions following the next meeting.
Co-chair green reminded the committee that the next meeting will be on July 9th.
The meeting was adjourned at 11:30 a.m.