Board Of Governors Of The Pennsylvania’s State System Of .

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Board of Governorsof thePennsylvania’s State System of Higher EducationMeeting Minutes269th MeetingWednesday, October 16, 2019McFarland Student Union Building274 College BoulevardKutztown, PA 195301:30 p.m.ATTENDINGBoard of Governors:Aven O. BittingerRepresentative Timothy P. Briggs (via phone)Audrey F. BronsonNicole L. DunlopAlexander H. FefoltDonald E. Houser, Jr.Allison A. Jones (Alternate Designee for Secretary Snead)Senator Scott F. MartinDavid M. Maser (Vice Chair)Thomas S. MullerNoe Ortega (designee for Secretary Rivera) (at Edinboro University)Representative Brad RoaeSenator Judith L. SchwankCynthia D. Shapira (Chair)Samuel H. Smith (Vice Chair)Neil R. WeaverJanet L. YeomansMarian D. Moskowitz, Secretary of Education Pedro A. Rivera, and Secretary Meg C. Snead,were absent.Office of the Chancellor:Daniel I. Greenstein, ChancellorRandy A. Goin Jr.Andrew C. LehmanSharon P. MinnichDonna F. WilsonBoard of Governors October 16-17, 2019 Meeting Minutes – Page 1

Also, in attendance from the Office of the Chancellor: Kate S. Akers, Sarah J. Bauder, Alicia A.Brumbach, Ginger S, Coleman, Steven R. Dupes, Audrey J. Guistwhite, Lois M. Johnson, CodyJones, Rosa Lara, Brian A. Mbuu, David G. Pidgeon, and Charissa A. Williams.Also, in attendance: Dr. Ken Mash, APSCUF President Mr. Jeffrey Smith, PACT President Ms. Toyia Heyward, Senior Ex. Associate to President Hawkinson Amy Ridenour, Special Events Coordinator at Kutztown University Ms. Melissa Feldman (Chancellor Greenstein’s wife)University Presidents in attendance: William J. Behre, Laurie A. Carter, Michael A. Driscoll,Christopher M. Fiorentino, Bashar W. Hanna, Kenneth S. Hawkinson, Guiyou Huang, GeraldineM. Jones, Charles E. Patterson, Robert M. Pignatello, and Marcia G. Welsh.President Dale-Elizabeth Pehrsson participated via phone.Chairwoman Shapira called the meeting to order at 1:45 p.m.Attendance taken at the direction of Chairwoman Shapira established that a quorum of theBoard was present.The Pledge of Allegiance was recited by those in attendance.PUBLIC COMMENTSDr. Ken Mash, President of APSCUF provided public comments.To hear comments, clink on the link.https://youtu.be/3SA42K-2V3gThe Board voted on the Consent Agenda: Minutes from July 10, 2019 and July 11, 2019 meetings.(Sent separately) Updated Committee Assignments (Attachment #1) State System Foundation Recertification (Attachment #2) Updated Board Meeting Calendar (Attachment #3)Voice vote. The motion passed unanimously.CHAIRWOMAN SHAPIRA’S COMMENTS INCLUDED THE FOLLOWING: Overviewo New Student Board members: Nicole Dunlop, Slippery Rock University Alex Fefolt, Indiana University Aven Bittinger, Shippensburg Universityo First faculty liaison to the Board of Governors, Dr. Jamie Phillips from ClarionUniversityo Progress on System Redesign Defined a vision for a Sharing System Governance and accountability restructureBoard of Governors October 16-17, 2019 Meeting Minutes – Page 2

Relationship with APSCUFFroze tuitionChairwoman Shapira turned the meeting over to Chancellor Greenstein for his remarks.CHANCELLOR GREENSTEIN’S COMMENTS INCLUDED THE FOLLOWING: Overviewo Power of Public Higher Education in the Commonwealtho Our universities are a pathway to middle classo Threats at the university level Show up in variety of changes Show up in demographic and financial Working together in partnership with the StateChancellor Greenstein turned the meeting over to Chairwoman Shapira.COMMITTEE MEETINGSUNIVERSITY SUCCESS COMMITTEEChair Thomas S. Muller asked for a roll call of the committee, which established there was aquorum of the committee.Chair Muller noted there were eight action items.Chair Muller moved THAT THE UNIVERSITY SUCCESS COMMITTEE APPROVE THE PROPOSED CHANGES TO BOARD OF GOVERNORS POLICY 2019-01:UNIVERSITY FINANCIAL SUSTAINABILITY (Attachment #4) THE REVISION TO BOARD OF GOVERNORS POLICY 1862-02-A: INVESTMENT(Attachment #5) THE REVISION TO BOARD OF GOVERNORS POLICY 1996-03-A: DEFININGAUXILIARY ENTERPRISES AND ASSOCIATED COST ALLOCATION (Attachment#6)Voice vote by the committee. The motion passed unanimously.Chair Muller moved THAT THE BOARD OF GOVERNORS AFFIRM ITS COMMITMENT TOBUILD A SHARING SYSTEM, APPROVE THE FORMATION OF THE SHARED SERVICESCONSORTIUM, AND ENDORSE CONTINUED EFFORTS TO ADVANCE THE FOUR AREASLISTED BELOW:1.2.3.4.ESTABLISHMENT OF A SHARED SERVICES CONSORTIUMANALYSIS OF NEXT STEPS AROUND ONLINE PATHWAYSCREATION OF IT GOVERNANCE AND STRATEGIESANALYSIS AROUND FACILITIES SHARINGVoice vote by the committee. The motion passed unanimously.Board of Governors October 16-17, 2019 Meeting Minutes – Page 3

Chair Muller moved THAT THE BOARD OF GOVERNORS APPROVE: THE FY 2019/20 E&G BUDGETS FOR THE STATE SYSTEM UNIVERSITIESAND OFFICE OF THE CHANCELLOR, REFLECTED IN ATTACHMENT 1, ASTHE BASIS FOR THE SYSTEM’S APPROPRIATION REQUEST; (Attachment #7)AND, AN FY 2020/21 E&G APPROPRIATION REQUEST OF 487,019,000, ANINCREASE OF 9.5 MILLION OR 2.0 PERCENT, REFLECTED INATTACHMENT 2. (Attachment #8)Voice vote by the committee. The motion passed unanimously.Item #6cii THAT THE BOARD OF GOVERNORS APPROVE A SYSTEM REDESIGNINVESTMENT REQUEST OF X MILLION – this was tabled to Thursday, October 17, forfurther discussion.Chair Muller moved THAT THE BOARD OF GOVERNORS APPROVE THE FISCAL YEAR2019/20 CAPITAL SPENDING PLAN. (Attachment #9)Voice vote by the committee. The motion passed unanimously.At 4:44 p.m. Chairwoman Shapira noted that the Board stands in recess until Thursday,October 17, at 9:00 a.m.The webcast link for the October 16, 2019, Board meetinghttps://youtu.be/3SA42K-2V3g269th MeetingThursday, October 17, 2019McFarland Student Union Building274 College BoulevardKutztown, PA 195309:00 a.m.ATTENDINGBoard of Governors:Aven O. BittingerRepresentative Timothy P. BriggsAudrey F. BronsonNicole L. DunlopAlexander H. FefoltDonald E. Houser, Jr.Allison A. Jones (Alternate Designee for Secretary Snead)David M. Maser (Vice Chair)Marian D. Moskowitz (via phone)Thomas S. MullerNoe Ortega (designee for Secretary Rivera) (via phone)Board of Governors October 16-17, 2019 Meeting Minutes – Page 4

Representative Brad RoaeSenator Judith L. SchwankCynthia D. Shapira (Chair)Samuel H. Smith (Vice Chair)Terrance S. Trego (Designee for Senator Martin)Neil R. WeaverJanet L. YeomansSenator Scott F. Martin, Secretary of Education Pedro A. Rivera, and Secretary Meg C.Snead, were absent.Office of the Chancellor:Daniel I. Greenstein, Chancellor (via phone)Randy A. Goin Jr.Andrew C. LehmanSharon P. MinnichDonna F. WilsonAlso, in attendance from the Office of the Chancellor: Kathryn S. Akers, Sarah J. Bauder, AliciaA. Brumbach, Audrey J. Guistwhite, Cody Jones, Rosa Lara, David G. Pidgeon, and CharissaA. Williams.Also, in attendance: Dr. Ken Mash, APSCUF President Mr. Jeffrey Smith, PACT President Ms. Toyia Heyward, Senior Ex. Associate to President Hawkinson Amy Ridenour Special Events Coordinator at Kutztown University Ms. Melissa FeldmanUniversity Presidents in attendance: William J. Behre, Laurie A. Carter, Michael A. Driscoll,Christopher M. Fiorentino, Bashar W. Hanna, Kenneth S. Hawkinson, Guiyou Huang, GeraldineM. Jones, Charles E. Patterson, Robert M. Pignatello, and Marcia G. Welsh.President Dale-Elizabeth Pehrsson participated via phone.The Board reconvened at 9:06 a.m.Chairwoman Shapira welcomed everyone to the Board meeting and thanked KutztownUniversity for being the host.President Kenneth S. Hawkinson gave a presentation on Kutztown University.COMMITTEE MEETINGSSTUDENT SUCCESS COMMITTEEChair David M. Maser asked for a roll call of the committee, which established there was aquorum of the committee. Chair Maser said there were three information/discussion items andone action item.Board of Governors October 16-17, 2019 Meeting Minutes – Page 5

System Redesign Update – Presentation given by Rosa LaraMeeting the Commonwealth’s Workforce Needs – Presentation given by Sarah J.BauderSystem Academic Master Planning to Foster Student Success – Presentation given byDonna F. WilsonChair David M. Maser moved THAT THE BOARD OF GOVERNORS SUSPEND BOARD OFGOVERNORS POLICY 1986-04-A: PROGRAM REVIEW AND CHARGE THE OFFICE OFTHE CHANCELLOR TO ALIGN THE PROGRAM REVIEW PROCESS WITH APPROPRIATEACCREDITATION STANDARDS AND WITH THE GOAL SETTING AND ALIGNMENTPROCESS CURRENTLY UNDERWAY. (Attachment #10)Voice vote by the committee. The motion passed unanimously.GOVERNANCE AND LEADERSHIP COMMITTEEChair Donald E. Houser Jr., noted there was one information/discussion item, two action items,and one presentation: Commission on Faculty Shared Governance UpdateChair Donald E. Houser Jr, moved THAT THE BOARD OF GOVERNORS APPROVETHE CHANGES TO THE BYLAWS AS OUTLINED IN THE BOARD MATERIALS.(Attachment #11)Voice vote by the committee. The motion passed unanimously.Chair Donald E. Houser Jr., moved THAT THE BOARD OF GOVERNORS APPROVE THENEW BOARD OF GOVERNORS POLICY 2019-02: GUIDANCE ON CAMPUS POLICEAUTHORITY TO EFFECT ARRESTS AS OUTLINED IN THE BOARD MATERIALS.(Attachment #12)Voice vote by the committee. The motion passed unanimously.Presentation by Mr. Jeffrey Smith, PACT PresidentBOARD ACTION OF COMMITTEE ACTION ITEMSChairwomen Shapira moved THAT THE BOARD APPROVE: THE PROPOSED CHANGES TO BOARD OF GOVERNORS POLICY 2019-01:UNIVERSITY FINANCIAL SUSTAINABILITY (ATTACHMENT #4) THE REVISION TO BOARD OF GOVERNORS POLICY 1862-02-A: INVESTMENT(ATTACHMENT #5) THE REVISION TO BOARD OF GOVERNORS POLICY 1996-03-A: DEFININGAUXILIARY ENTERPRISES AND ASSOCIATED COST ALLOCATION(ATTACHMENT #6)Board of Governors October 16-17, 2019 Meeting Minutes – Page 6

AFFIRM ITS COMMITMENT TO BUILD A SHARING SYSTEM, APPROVE THEFORMATION OF THE SHARED SERVICES CONSORTIUM, AND ENDORSECONTINUED EFFORTS TO ADVANCE THE FOUR AREAS LISTED BELOW:o ESTABLISHMENT OF A SHARED SERVICES CONSORTIUMo ANALYSIS OF NEXT STEPS AROUND ONLINE PATHWAYSo CREATION OF IT GOVERNANCE AND STRATEGIESo ANALYSIS AROUND FACILITIES SHARING THE FY 2019/20 E&G BUDGETS FOR THE STATE SYSTEM UNIVERSITIES ANDOFFICE OF THE CHANCELLOR, REFLECTED IN ATTACHMENT 1, AS THE BASISFOR THE SYSTEM’S APPROPRIATION REQUEST; (Attachment #7) AND AN FY 2020/21 E&G APPROPRIATION REQUEST OF 487,019,000, AN INCREASEOF 9.5 MILLION OR 2.0 PERCENT, REFLECTED IN ATTACHMENT 2. (Attachment#8) THE FISCAL YEAR 2019/20 CAPITAL SPENDING PLAN. (Attachment #9) THAT THE BOARD OF GOVERNORS SUSPEND BOARD OF GOVERNORSPOLICY 1986-04-A: PROGRAM REVIEW AND CHARGE THE OFFICE OF THECHANCELLOR TO ALIGN THE PROGRAM REVIEW PROCESS WITHAPPROPRIATE ACCREDITATION STANDARDS AND WITH THE GOAL SETTINGAND ALIGNMENT PROCESS CURRENTLY UNDERWAY. (Attachment #10) THAT THE BOARD OF GOVERNORS APPROVE THE CHANGES TO THE BYLAWSAS OUTLINED IN THE BOARD MATERIALS. (Attachment #11) THE NEW BOARD OF GOVERNORS POLICY 2019-02: GUIDANCE ON CAMPUSPOLICE AUTHORITY TO EFFECT ARRESTS AS OUTLINED IN THE BOARDMATERIALS. (Attachment #12)Voice Vote. The motion passed unanimously.NEW BUSINESSChairwoman Shapira moved THAT THE BOARD OF GOVERNORS APPROVE A MERITPOOL FOR FY 2020/21 FOR NONREPRESENTED EMPLOYEES TO FOLLOW THEPATTERN OF COMPENSATION ADJUSTMENTS FOR THAT FISCAL YEAR IN THEFORTHCOMING COLLECTIVE BARGAINING AGREEMENT WITH APSCUF.ANY SALARY ADJUSTMENTS WOULD BE BASED ON THE EMPLOYEE’SPERFORMANCE IN THE 2019/20 FISCAL YEAR. PRIOR TO DETERMINING MERITINCREASES, NONREPRESENTED EMPLOYEES MUST HAVE COMPLETEDEVALUATIONS FOR THE PERFORMANCE PERIOD, PURSUANT TO ALL APPLICABLEBOARD OF GOVERNORS’ POLICIES AND IN ACCORDANCE WITH GUIDELINESPROMULGATED BY THE CHANCELLOR.Voice Vote. The motion passed unanimously.Chairwoman Shapira mentioned Item #6cii regarding the System Redesign Investment Requestwhich was tabled on Wednesday, October 16.Board of Governors October 16-17, 2019 Meeting Minutes – Page 7

Chairwoman Shapira noted different amounts were discussed for a multi-year request, however,the long-term overall need is great, therefore, we should focus on the original proposal, whichrepresents the investments we need right now.Original Motion: THAT THE BOARD OF GOVERNORS APPROVE A SYSTEM REDESIGNINVESTMENT REQUEST OF X MILLION.Vice Chair Sam Smith offered an amendment and moved THAT THE BOARD APPROVE ASYSTEM REDEISGN INVESTMENT REQUEST OF 100 MILLION SPREAD OVER FIVEFISCAL YEARS AND AUTHORIZE THE CHANCELLOR, INCONSULTATION WITH THEBOARD’S EXECUTIVE COMMITTTEE, TO DETERMINE AN APPROPRIATE AMOUNT TOSEEK EACH FISCAL YEAR.Chaiwoman Shapira accepted the amendment. There was a second to the amendment.Voice Vote. The motion passed unanimously.Chairwoman Shapira noted the Board met in executive session on Wednesday, October 16,2019, from 11:00 a.m. to 1:30 p.m.There being no further items of business to come before the Board, Chairwoman Shapiraadjourned the meeting at 12:03 p.m.ATTEST:Randy Goin Jr.Deputy ChancellorThe webcast link for the October 17, 2019 Board meetinghttps://youtu.be/a0-haf2 H14Board of Governors October 16-17, 2019 Meeting Minutes – Page 8

Attachment #1Standing Committee AssignmentsStudent SuccessGovernance and LeadershipCHAIR – David M. MaserVICE CHAIR – Marian D. MoskowitzAven O. Bittinger (student at Shippensburg)Representative Timothy P. BriggsAudrey F. BronsonSecretary of Education Pedro A. RiveraCynthia D. Shapira (ex officio) PresidentLaurie A. Carter (nonvoting presidentliaison)CHAIR – Donald E. Houser, Jr.VICE CHAIR – TBDAlexander H. Fefolt (student at IUP)Samuel H. SmithSenator Judith L. SchwankDavid M. MaserSenator Scott MartinCynthia D. Shapira (ex officio)President Bashar W. Hanna (nonvotingpresident liaison)Audit and ComplianceExecutive - Defined by the Board’s bylawsCHAIR – Samuel H. SmithSenator Judith L. SchwankCynthia D. Shapira (ex officio)President Christopher M. Fiorentino(nonvoting president liaison)as the officers and chairs of each standingcommitteeUniversity SuccessCHAIR – Thomas S. MullerVICE CHAIR – Neil R. WeaverNicole L. Dunlop (student at Slippery Rock)Representative Brad RoaeSecretary Meg C. SneadJanet L. YeomansCynthia D. Shapira (ex officio) PresidentMarcia G. Welsh (nonvoting presidentliaison)Cynthia D. Shapira – Board Chair DavidM. Maser – Board Vice Chair; Chair ofthe Student Success Committee SamuelH. Smith – Board Vice Chair; Chair ofthe Audit and Compliance CommitteeThomas S. Muller – Chair of theUniversity Success CommitteeDonald E. Houser, Jr. – Chair of theGovernance and Leadership CommitteeUpdated: October 16, 2019Board of Governors October 16-17, 2019 Meeting Minutes – Page 9

Pennsylvania's State System of Higher Education FoundationPennsylvania's State System of Higher EducationAnnual Reporting Template for Component UnitsStatement of Financial PositionJune 30, 2019AssetsCash and cash equivalentsAccounts and interest receivableContributions/pledges receivableDue from universityInventories and prepaid expensesRestricted cash and cash equivalentsShort‐term investmentsLong‐term investmentsLand, buildings, and equipment, netOther assetsTotal AssetsLiabilitiesAccounts and interest payableDeferred revenueAnnuity liabilitiesDue to universityDeposits payableInterest rate swap agreementsCapitalized leasesBonds and notes payableOther liabilitiesTotal LiabilitiesNet AssetsWithout donor restrictionsWith donor restrictionsTotal Net AssetsTotal Liabilities and Net assetsEdit Check: Assets must liabilities net assets.AssetsLiabilities Net AssetsDifference 848,9290000002,959,6650As restatedJune 30, 2018 3,808,594 938,1340000002,940,41200 3,878,546 0000000000 7,7493,878,546 3,808,594 kBoard of Governors October 16-17, 2019 Meeting Minutes – Page 10

Pennsylvania's State System of Higher Education FoundationPennsylvania's State System of Higher EducationAnnual Reporting Template for Component Units*DRAFT*Statement of ActivitiesChanges in net assets without donor restrictions:Revenues and GainsContributionsSales & servicesStudent FeesGrants and contractsRental incomeInvestment return, netOther revenues and gainsNet assets released from restrictionsTotal Revenues and GainsFY 2018/19As restatedFY 2017/18 367,7409,100093,388074,2570765,9701,310,455 351,72216,300000109,5350372,899850,456Expenses and LossesProgram Services:Scholarships and grantsStudent activities and programsUniversity storesHousingOther programsManagement and generalFundraisingTotal 315135,447000121,69577,613779,070Investment return, netOther lossesTotal Expenses and Losses001,301,23500779,0709,22071,386Change in net assets without donor restrictionsChanges in net assets with donor restrictions:ContributionsInvestment return, netOther revenue and gainsOther expenses and lossesNet assets released from restrictionsChange in net assets with donor restrictionsChange in Total Net AssetsNet assets at beginning of yearNet assets at end of 372,899)144,228(69,952)215,6143,878,546 3,808,5943,662,932 3,878,546Edit Check: Net Assets on the Statement of Activities must Net Assets on the Balance Sheet.Net Assets per Statement of Activities3,808,5943,878,546Net Assets per Balance Sheet3,808,5943,878,546Difference00okokBoard of Governors October 16-17, 2019 Meeting Minutes – Page 11

Pennsylvania's State System of Higher Education FoundationPennsylvania's State System of Higher EducationAnnual Reporting Template for Component Units*DRAFT*Natural Expense by FunctionFY 2018/19Natural ExpenseSalaries and benefitsGifts and grantsSupplies and travelServices and professional feesOffice and occupancyDepreciationInterestTotal ExpensesDifference from Stmt. of Activ.Edit Check: Row 17 must 0Natural Expense by FunctionFY 2017/18Natural ExpenseSalaries and benefitsGifts and grantsSupplies and travelServices and professional feesOffice and occupancyDepreciationInterestTotal ExpensesDifference from Stmt. of Activ.Edit Check: Row 32 must 0*DRAFT*Program ActivitiesScholarships and Student activitiesgrantsand programsUniversity stores 36,507 13,894 0454,414578,79802,9153,014050767027433,2420000000 494,617 629,015 0000okokokSupporting ActivitiesHousing 0000000 00okOther programs 000000 00okTotal Programs 50,4011,033,2125,92957433,51600 1,123,632Program ActivitiesScholarships and Student activitiesgrantsand programsUniversity stores 31,380 19,020 0408,986108,13503,3323,431038015902374,7020000000 444,315 135,447 0000okokokHousing*DRAFT*Management andgeneral 57,32407,28926,3732,63400 93,6200okFundraisingTotal Supporting 66,000 123,324005,82813,11737226,74511,78314,4170000 83,983 177,6030okTotal Expenses 173,7251,033,21219,04627,31947,93300 1,301,2350okSupporting ActivitiesOther programs 0 0000000000000 0 000okokTotal Programs 50,400517,1216,7635394,93900 579,762Management andgeneral 56,85707,53954,7742,52500 121,6950okFundraisingTotal Supporting 65,282 122,139007,16314,70234955,1234,8197,3440000 77,613 199,3080okTotal Expenses 172,539517,12121,46555,66212,28300 779,0700okBoard of Governors October 16-17, 2019 Meeting Minutes – Page 12

Attachment #3Board of Governors 2019-2022 Meeting CalendarJanuary – December 2019DATEDAYBOARD MEETINGS ANDCONFERENCE CALLSTIMEJanuary 16January 17WednesdayThursdayBoard MeetingBoard Meeting1:30 p.m.9:00 a.m.March 26TuesdayAudit Committee Meeting3:00 p.m.April 3April 4WednesdayThursdayBoard MeetingBoard Meeting1:30 p.m.9:00 a.m.July 10July 11WednesdayThursdayBoard MeetingBoard Meeting1:30 p.m.9:00 a.m.August 15ThursdayBoard Update Conference Call(Board members only)8:30 a.m.September 11September 12WednesdayThursdayBoard RetreatBoard Retreat(Board members only)TBDTBDOctober 16October 17WednesdayThursdayBoard Meeting (Kutztown)Board Meeting (Kutztown)12:00 Noon9:00 a.m.December 12ThursdayBoard Update Conference Call(Board members only)8:30 a.m.Board of Governors October 16-17, 2019 Meeting Minutes – Page 13

Board of Governors 2019-2022 Meeting CalendarJanuary – December 2020DATEDAYBOARD MEETING

Oct 16, 2019 · appropriate accreditation standards and with the goal setting and alignment process currently underway. (attachment #10) that the board of governors approve the changes to the bylaws as outlined in the board materials. (attachment #11) the new board of