MINUTES OF THE BOARD OF GOVERNORS
MISSOURI STATE UNIVERSITY
JULY 30, 2015
1. Roll Call
Mr. Joe Carmichael, Governor
Mr. Caleb Doyle, Student Governor
Ms. Virginia Fry, Governor
Mr. Stephen B. Hoven, Chair of the Board (by conference call)
Dr. Peter Hofherr, Vice Chair of the Board
Ms. Beverly Miller, Governor (by conference call at 1:30 p.m.)
Mr. Kendall Seal, Governor
Mr. Greg Spears, Governor
Ms. Carrie Tergin, Governor
Clifton Smart III, President
Drew Bennett, Chancellor of the West Plains Campus
Frank Einhellig, Provost
Denita Siscoe, Vice President for Student Affairs
Matt Morris, Interim Vice President for Administrative and Information Services
Jim Baker, Vice President for Research and Economic Development and International Programs
Kenneth Coopwood, Vice President for Diversity and Inclusion
Stephen Foucart, Chief Financial Officer
Suzanne Shaw, Vice President for Marketing & Communications
Brent Dunn, Vice President for University Advancement
Donna Christian, Director of Internal Audit and Compliance
Rachael Dockery, General Counsel
John McAlear, Secretary of the Board
2. Presiding --- The presiding officer for the meeting was Dr. Peter Hofherr, Vice-Chair of the Board of Governors. He called the meeting to order at 9:00 a.m. in the Shealy Farm Conference Center, 5607 S. 222nd Rd., Fair Grove, Missouri. Dr. Hofherr first welcomed Mr. Greg Spears, from Missouri’s 5th Congressional District, recently appointed to the Board.
3. Approval of Minutes:
a. Board of Governors’ Meetings --- Dr. Hofherr mentioned that the first item of business was the approval of the minutes for the open and closed meetings of June 26, 2015. Ms. Fry so moved, receiving the second of Ms. Tergin.
Motion passed 7-0.
4. Consent Agenda --- Dr. Hofherr noted that the next item of business on the agenda was the approval of the Consent Agenda for this meeting. The items included in the Consent Agenda are:
Approval of employment contracts for Corey Gipson as Assistant Coach for Men’s Basketball; Cody Seidel as Operations Assistant for Men’s Basketball; Michael Seabolt as Associate Head Coach for Men’s Soccer; Griffin Waller and Jacob Miller as Assistant Strength and Conditioning Coaches; and Bradley Korn as Assistant Coach for Men’s Basketball (Human Resources No. 1499-15).
Adoption of an Electronic Curricular Process (Curriculum No. 373-15).
Research and Economic Development
Approval of Memorandum of Understanding and Agreements regarding the Foreign Language Institute between Missouri State University and Baptist Bible College to join the Foreign Language Institute and Amendments for Drury University, Evangel University, Southwest Baptist University and Ozarks Technical Community College (Agreement No. 362-15).
West Plains Campus
Approval of Activity Report dated July 30, 2015 (West Plains Campus Activity Report No. 112-15).
Approval of actions concerning West Plains Campus academic employees (West Plains Campus Personnel No. 380-15).
Approval of actions concerning West Plains Campus non-academic employees (West Plains Campus Personnel No. 381-15).
Approval of Lease Agreement for Property Located at 105 South Curry Avenue, West Plains, Missouri (West Plains Campus Agreement No. 42-15).
Ratification of change in name and approval of all associated Governing Policies for the following: Counseling and Testing Center to Counseling Center (Administration No. 40-15).
Springfield Campus Purchases/Contracts
Approval of Procurement Activity Report for the period June 10, 2015, through July 14, 2015 (Purchasing Activity Report No. 423-15).
Facilities and Equipment
Approval to increase the project budget for the installation of sound panels and audio-visual equipment at Robert W. Plaster Center for Free Enterprise (Bids & Quotations No. 1504-15).
Approval of a resolution granting a license agreement with ANC Sports Enterprises to install a ribbon board at John Q. Hammons Arena (Agreement No. 363-15).
Approval of amendments to the Memorandum of Agreement between Missouri State University and the International Brotherhood of Electrical Workers (IBEW), AFL-CIO, Local Union 453 (Agreement No. 364-15).
Human Resources Items
Actions concerning academic employees (Human Resources No. 1500-15).
Actions concerning non-academic employees (Human Resources No. 1501-15).
Mr. Carmichael moved to approve the Consent Agenda, receiving a second from Ms. Tergin.
Motion passed 7-0.
5. New Business:
a. FY2015 Missouri State University Foundation Year-End Report --- Mr. Brent Dunn, Vice President for University Advancement, presented the June 30, 2015, year-end report of the Missouri State University Foundation. The total gifts received in FY2015 totaled $19,206,438 which is the second highest annual total ever received. The number of individual gifts received – 46,407 – is the largest number of gifts we have ever received in one year in the history of the Foundation. He reported that these numbers do not include planned giving amounts of which we are aware of about $43 million at this time. At year-end, the Foundation endowment was about $75 million.
b. Approval of FY2017 Operating Appropriations Request and Decision Items --- President Clif Smart next presented a resolution (Finance No. 1049-15) for the approval of the Fiscal Year 2017 Operating Appropriations Request and Decision Items totaling $94,376,579. This amount is made up of: a) funding for core operations totaling $87,826,944 (Operating Appropriations Base of $86,501,944 and the Health Initiatives/Occupational Therapy Base of $1,325,000); b) new funding decision items totaling $6,055,136 (performance funding for core operating support (5%) - $4,325,097; and STEM funding (2%) - $1,730,039; and c) Missouri Returning Heroes Act totaling $494,499. Moved and seconded, respectively, by Ms. Fry and Mr. Spears.
Motion passed 7-0.
6. Old Business:
a. Higher Learning Commission (HLC) Status Report (Executive Summary) – Dr. Tammy Jahnke, Dean of the College of Natural and Applied Science and Chair of the HLC Steering Committee, reported that our University has been accredited for 100 years – since1915. University officials are preparing for the HLC Site Team visit October 5-6, 2015. To achieve continued accreditation by the HLC, we need to present evidence that demonstrates that MSU meets all five of the HLC accreditation criteria, which are: 1) Mission - The institution’s mission is clear and articulated publicly; it guides the institution’s operations; 2) Ethical and Responsible Conduct - The institution acts with integrity; its conduct is ethical and responsible; 3) Teaching and Learning: Quality, Resources and Support - The institution provides high-quality education, wherever and however its offerings are delivered; 4) Teaching and Learning: Evaluation and Improvement – The institution demonstrates responsibility for the quality of its educational programs, learning environments and support services, and it evaluates their effectiveness for student learning through processes designed to promote continuous improvement; and 5) Resources, Planning and Institutional Effectiveness – The institution’s resources, structures and processes are sufficient to fulfill its mission, improve the quality of its educational offerings, and respond to future challenges and opportunities. The institution plans for the future.
President Smart indicated that John McAlear, Secretary, will contact members of the Board to see who can attend the Board’s session with the HLC Site Team on October 5.
b. Approval of Mercy Agreement - Ms. Rachael Dockery, General Counsel, presented a resolution (Agreement No. 365-15) for the approval of a Clinical Affiliation Agreement with Mercy FC, LLC. The agreement will establish a primary care clinic in the O’Reilly Clinical Health Science Center for treatment of adults between the ages of 18-64 who are uninsured and ineligible for Medicaid or Medicare. In addition to serving the vulnerable population in Springfield, the clinic, referred to as MSU Care, will also provide state-of-the-art interdisciplinary clinical education experiences for students of the University’s College of Health and Human Services. Mercy will be responsible for the clinical operations of the clinic, while the University will be responsible for the academic programming of the clinical education rotations that occur within MSU Care. The term of the agreement is five years. Mr. Seal moved to approve the resolution, receiving a second from Mr. Carmichael.
Motion passed 7-0.
c. Approval of Resolution Authorizing the Borrowing by Missouri State University of the Proceeds of an Issue of Educational Facilities Revenue Bonds (Missouri State University), Series 2015 – Mr. Steve Foucart, Chief Financial Officer, first reminded the Board that during their June 26 meeting, the Board authorized the borrowing of up to $20 million under certain parameters for the Glass Hall renovation and expansion project. He added that the MOHEFA Board adopted the final authorizing resolution on July 8, 2015. The parameters and final pricing were as follows: 1) the principal amount was not to exceed $20 million with the final principal amount being $16,790,000; 2) the true interest cost was not to exceed 4.75% with the final interest rate being 3.50094%; 3) the final maturity was to be no later than April 1, 2042, with the final maturity ending up at October 1, 2040; 4) the weighted average maturity was to be between 12-18 years with the final weighted average maturity being 14.706 years; and 5) the pricing to principal amount was to be not less than 97.75% with the final amount being 98.498817%. Mr. Foucart then summarized the history of current MSU outstanding bond issues. This issuance will increase the total outstanding debt obligations of the university to approximately $174.3 million. He then formally presented the resolution (Finance No. 1050-15): RESOLUTION AUTHORIZING THE BORROWING BY MISSOURI STATE UNIVERSITY OF THE PROCEEDS OF AN ISSUE OF EDUCATIONAL FACILITIES REVENUE BONDS (MISSOURI STATE UNIVERSITY), SERIES 2015, IN AN AGGREGATE PRINCIPAL AMOUNT OF $16,790,000 OF THE HEALTH AND EDUCATIONAL FACILITIES AUTHORITY OF THE STATE OF MISSOURI, TO FINANCE THE COSTS OF CERTAIN EDUCATIONAL FACILITIES OF THE UNIVERSITY; AND AUTHORIZING AND APPROVING CERTAIN DOCUMENTS AND ACTIONS IN CONNECTION WITH SUCH BORROWING.
Moved and seconded, respectively, by Ms. Fry and Mr. Carmichael.
Motion passed 7-0.
Mr. Hoven left the conference call at this time.
7. Discussion of Missouri State Vision: Our Passion for Excellence --- President Smart began by reminding the Board that this initiative came out of last summer’s Board retreat when the Board said that we should have a process to determine what our vision for MSU is a decade from now. He added that about 150 individuals were involved in this year-long project. He then asked Mr. Paul Kincaid, of Kincaid Communications LLC, to present the final draft of “Missouri State Vision: Our Passion for Excellence.” Mr. Kincaid stated that an added benefit of this project is that it is an excellent launching pad into the preparation of the University’s next long-range plan this coming year. He added that there has been major input from the Board on this project at several Programs & Planning committee meetings and at their winter retreat. Last October, task forces were named to focus on six specific areas: 1) Academic profile; 2) Student experience; 3) Diversity; 4) Globalization; 5) Infrastructure; and 6) Funding. Each of the task forces operated with five major assumptions: 1) the rate of change will continue to accelerate; 2) there will be changes in demographics; 3) competition will intensify; 4) cost will matter to Missouri State students; and 5) State appropriations will remain unpredictable. Six guiding principles were embraced by all six task forces: 1) student success is priority one; 2) continuous improvement toward excellence is the goal; 3) attracting and retaining talented employees is paramount; 4) the statewide mission in public affairs remains important; 5) organization agility is vital; and 6) partnerships and allies will be key. The final draft includes a one-page report from each task force with their trends, reaffirmations, issues, vision, and implications for the next long-range plan. Some of the major issues that drove the Board discussion on this draft included: 1) student preparedness; 2) career readiness of our graduates; and 3) providing more STEM graduates. The Board requested a prioritization of major issues and how they are to be addressed. President Smart indicated that the goal for the long-range plan is for it to be the one document that will drive everything – it will include our prioritized issues and our annual goals will be pulled from the long-range plan each year. He informed the Board that he has appointed a long-range plan steering committee of five to propose how we move forward from here. The executive leadership team that the steering committee will report to will include himself, Dr. Frank Einhellig, Provost, and Dr. Dee Siscoe, Vice President for Student Affairs. One of the first goals of the steering committee is to evaluate the University’s mission.
8. Discussion of Goals for 2015-2016 --- President Smart and his leadership team then summarized the recommended goals for 2015-2016 under the following nine headings:
I. Strategic Planning
II. Access to Success
III. Public Affairs Integration
IV. Engaged Inquiry
V. Partners in Progress
VI. Valuing and Supporting People
VII. Responsible Stewardship
IX. West Plains Integration
A discussion was held on each goal with some good comments being offered by the Board. Ms. Bev Miller and Mr. Steve Hoven joined the meeting by conference call toward the end of the goals discussion. One item that did come up during the “Responsible Stewardship” discussion regarding sustainability measures, was that when it was reported that additional solar power from City Utilities was available for purchase at a guaranteed rate for twenty years - the Board was very supportive in doing so.
9. Board of Governors’ Procedural Matters:
a. Meeting Schedule for 2016 --- President Smart presented a resolution (Administration No. 41-15) approving a 2016 calendar-year meeting schedule. The schedule includes a February meeting in West Plains; a retreat in St. Louis on March 31/April 1; and the remaining meetings of the year in Springfield. Ms. Tergin moved to approve the 2016 meeting schedule, receiving the second of Ms. Fry.
Motion passed 8-0.
b. Discussion of 2016 Board Officers --- Mr. Hoven next mentioned that the Board needed to discuss a possible slate of officers for the 2016 calendar year. He proposed a slate of Dr. Peter Hofherr as Chair and Mr. Joe Carmichael as Vice-Chair, which was accepted by the other members of the Board. The election of officers will be held at the October 16, 2015, board meeting.
c. Discussion Topics at Future Board Meetings --- President Smart next indicated the Board needed to choose the major discussion topics for four upcoming board meetings (October 2015; December 2015; February 2016; and May 2016). After a short discussion, it was decided to have discussions on Student/Faculty Research and Online Education later this calendar year (October and December). President Smart indicated that he would work with Board leadership to determine what topics would be highlighted in February and May of 2016.
10. Closed Meeting --- It was determined that the Board of Governors needed to meet in a closed session to consider items of business provided in the Revised Statutes of Missouri. Dr. Hofherr asked if a resolution authorizing a closed meeting of the Board was prepared. Thereupon, the following resolution was presented for consideration:
BE IT RESOLVED by the Board of Governors for Missouri State University that a closed meeting, with closed records and closed vote, be held immediately following this July 30, 2015, meeting of the Board of Governors to consider items of business pursuant to:
R.S. Mo. 610.021 (1). “Legal actions, causes of actions, or litigation involving a public governmental body…”
R.S.Mo. 610.021(13). “Individually identifiable personnel records, performance ratings or records pertaining to employees or applicants for employment,…”
Mr. Seal moved the approval of the resolution and Ms. Fry seconded the motion.
A roll call vote on the resolution was as follows: those voting in favor – Governors Carmichael, Fry, Hofherr, Hoven, Miller, Seal, Spears, and Tergin; those voting against – none.
Dr. Hofherr declared the resolution passed unanimously.
11. Date of Next Meeting --- The date of the next regularly scheduled meeting was set for Friday, October 16, 2015, at 1:00 p.m. on the Springfield Campus.
12. Adjournment--- Dr. Hofherr adjourned the meeting at 2:45 p.m. on the motion of Ms. Tergin, the second of Mr. Spears, and the unanimous vote of the Board.
John W. McAlear