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May 16, 2022 Study Session...
>> MS. CATHERINE RIPLEY: Welcome to the Pima Community College
Governing Board study session. I call this meeting to order. And
with that, I note all board members are present as of now.
I would like to turn it over to our guest. We have been doing a
study of our bylaws, a review of our bylaws, and we have outside
counsel, Mary Ellen Simonson here who has been mediating for us.
I will turn it over to you, Mary Ellen, to give us an overview of
what we have done and what we need to do today as our last study
session before the vote to adopt the revised bylaws.
Thanks, Mary Ellen.
>> MS. SIMONSON: Welcome, everyone. Glad to be here.
As I said in the preliminary portion of what you received last
week, you recall that Ms. Garcia had given us, the night before our
last board meeting was scheduled, she had sent some lengthy proposed
additional revisions to the bylaws.
Everybody agreed, including Ms. Garcia, that we did not have
enough time obviously to review those, because we were dealing with
the other issues the next day.
So in the interim, I have gone over those proposed bylaws with
Ms. Garcia, and I had some lengthy conversations with her and tried
to very succinctly but hopefully very accurately capture what she had
indicated were the purposes for the proposed bylaws revisions that
she was hoping to have a discussion about.
So today is the schedule for that discussion, and... (frozen
video.)
>> MS. MARIA GARCIA: Can't hear you.
>> MS. SIMONSON: Pardon? Can you hear me, Ms. Garcia?
>> MS. MARIA GARCIA: Now we can.
>> MS. CATHERINE RIPLEY: You cut out for a second. Can you
repeat your last statement.
>> MS. SIMONSON: Yeah. I'm sorry. Yeah, the last statement I
made was I had some lengthy conversations with Ms. Garcia about each
of her proposals, and then I thought it would be very helpful to give
you to the right of each of those proposals my comments that
hopefully capture, and I think they do, because Ms. Garcia and I
spoke this morning, I think they do capture the purposes for which
she is proposing these bylaw revisions.
So I think can go through them fairly quickly if each of you have
had a chance to review those comments and the proposals. Then
Ms. Garcia, of course, certainly free to add anything that I may have
omitted in those comments that hopefully tried to capture what you
had intended.
So we can start with Bylaw Article IV, officers, and as you see,
the purpose here is continuity and clarity. Ms. Garcia agreed to add
this language here in the blue font because, if you recall, in one of
our -- I'm sorry?
>> MS. CATHERINE RIPLEY: Did you want to share the screen? It's
coming. I didn't know that was happening. Go ahead.
>> MS. SIMONSON: Okay. Andrea, are you doing that?
>> Yes.
>> MS. SIMONSON: Okay, great.
So as you can see here, in the conversation I had with Ms.
Garcia, you recall, all of you on the board, that in a prior meeting
we had agreed to add the language in blue in terms of, you know, if
you are voting on the two leaders, the chair and the vice-chair, it's
always pretty important to have any nominee for either chair or
vice-chair must have demonstrated compliance with all board bylaws
and policies as well as a commitment to such continued compliance.
I think there was general consensus among the board in the prior
meeting that that was helpful language. It's probably, you know,
sort of almost to say, gee, you all agree that that's a pretty
standard operational point for a board anyway, but it's always good
to have it in writing. So that was agreeable to Ms. Garcia to add.
Now, the other issue is do you want to nominate and elect those
officers for a term of one or two years? That's still in play here.
Ms. Garcia, I think that I have captured the reasons that you
wanted to add that, but you may want to add something else.
>> MS. MARIA GARCIA: No, I just think that it's fair, and it
gives each of us an opportunity to lead. I mean, we were elected
officials, and therefore, we all should have an equal opportunity.
No one should dominate the board. That's it.
>> MS. SIMONSON: Okay.
>> MS. MARIA GARCIA: I still sort of don't agree with -- and I
will accept it, though, about the board policies, because it's kind
of like putting criteria in there. Every single one of the board
members has violated a policy with the exception of maybe Meredith.
>> DR. MEREDITH HAY: But only two have gotten a letter from the
attorney general about it.
>> MS. MARIA GARCIA: Well, that's okay, because you guys always
fix it.
>> MR. DEMION CLINCO: Point of order, Chairwoman Ripley,
Ms. Garcia is impugning our reputations with baseless accusations --
>> MS. MARIA GARCIA: Oh, my goodness.
>> MR. DEMION CLINCO: -- and no evidence. Really, it is not
productive for this conversation and it's really inappropriate.
>> MS. SIMONSON: Yeah, I think we want to stick to just the
language here. I think it will go a lot quicker as opposed to going
through maybe some historical issues and disagreements.
>> MS. MARIA GARCIA: Okay.
>> MS. SIMONSON: So all right. So this language, give Katie and
I some feedback as to whether you want to include this option of one
year in terms of the overall total revisions that we are going to
present to you in about a week or so for an option to vote on.
>> DR. MEREDITH HAY: I think it might be useful, I know we did
this at a previous meeting, to review why we changed it from one to
two years in the first place.
Part of that was because of the complexity of getting the college
back in compliance and also the complexity of all the initiatives
that Chancellor Lambert is trying to put forward.
Help me, Demion, in terms of my memory. We thought that the
chair should continue for two years just for continuity of effort and
continuity of the board and what we are trying to achieve.
Is that how you recall that, Demion or Jeff?
>> MR. DEMION CLINCO: Ms. Ripley? Dr. Hay, yes, that was the
rationale at the time. It really made a lot of sense and it provided
that continuity both with the former chair, and then I served in the
role during COVID and it provided that continuity.
I strongly support the two-year option.
>> DR. MEREDITH HAY: I think Jeff's hand is up, Cat.
>> MS. CATHERINE RIPLEY: Go ahead, Jeff.
>> MR. JEFF SILVYN: Thank you.
So the other, besides the circumstances that Meredith and Demion
have mentioned, another factor that led to the change was just the
feeling that it usually takes a new chair at least a few months or
more to really get up to speed.
So from that standpoint, there might be a benefit to the two-year
term, so it gave someone a longer opportunity to really kind of get
up to speed and then be more effective as a chair just because of the
learning curve.
That was just another reason at the time, and you can decide
whether you still think that's an appropriate reason or not.
>> MS. CATHERINE RIPLEY: Board Member Gonzales has his hand up.
>> MR. LUIS GONZALES: Yes. As a board member, I think I do
support the one year, and more important, it's, as we said before,
it's an opportunity to lead but more important it comes back to the
rotation.
I think I agree partially with the two year, but I support more
the one year at this point. I will support the one year, because we
all need to have that rotation. That's part of the policy that
states there as well, too.
Thank you.
>> MS. CATHERINE RIPLEY: Board Member Garcia, your hand is still
up.
>> MS. MARIA GARCIA: Well, I will continue to support the one
year, and I understand allowing somebody to serve more than two years
is probably a good opportunity, and I know there is a learning curve,
but at the time that we are voting, at that point in time we can
decide if we want to continue with that leadership.
It doesn't mean that you can't run, that you can't be elected
again. By no means does it say that.
Now, the other thing is that what I have in my opinion, this
board has been monopolized for a long time. That's my opinion, with
the amount of time that Demion has served as vice-chair and as
chairman.
I would like to see -- I only have another two years to go. It
may not even affect me later on, but the thing is that it needs to be
fair to everybody. It needs to be a real commitment to work
together.
We continue with this kind of stuff? That's no commitment.
That's not trying to work together. That's my view.
>> MS. CATHERINE RIPLEY: Thank you. Board Member Clinco?
>> MR. DEMION CLINCO: Perhaps, Mary Ellen, it would be even
easier to just remove this language about the rotation and just
simply have it be an election of the officers on an every-two-year
basis.
>> MS. SIMONSON: I'm not sure I understood. Remove what
language?
>> MR. DEMION CLINCO: The language about the rotation through
offices based on their original swearing-in date, just simply remove
that altogether and remove the lack of clarity. There seems to be a
lot of confusion about general democratic process.
Ultimately people are elected to this board and from the board
executive leadership, president and vice president are elected. This
idea of rotation, that may have made sense at some past time, some
other iteration of these board bylaws, but today we are talking about
a $200 million annual budget, we're talking about extraordinary
complexity. The idea of just putting in arbitrary language like
this, I don't think it's really useful.
I would actually support and advocate for the deletion of that
language and just simply have it be that the board is electing the
officers.
>> MS. SIMONSON: Yeah, so the sentence, just for everybody's
benefit, that is currently in the bylaws that says board members
shall rotate through these offices based on their original
swearing-in date, you're advocating be removed.
Does anyone have any problem with that?
>> MS. MARIA GARCIA: I do.
>> MS. SIMONSON: Oh, okay. Ms. Garcia?
>> MS. MARIA GARCIA: I do. It's just again Vice-Chair Clinco
trying to dominate.
>> DR. MEREDITH HAY: Chancellor Lambert has his hand up too.
>> MR. LUIS GONZALES: I also have my hand up.
>> MS. CATHERINE RIPLEY: Point of order, Board Member Garcia,
are you finished speaking?
>> MS. MARIA GARCIA: Yes.
>> MS. CATHERINE RIPLEY: The next person I saw with a hand up is
Chancellor Lambert.
>> DR. LEE LAMBERT: Thank you, Chair Ripley.
I just want to reiterate a point that Board Member Clinco stated.
Our world of higher education is becoming more and more complex. I
think governance has to reflect the ability to help support
addressing and moving the institution along in that context of
complexity.
The complexity is going to be, for example, the transition,
because of advances in technology, are going to be highly disruptive
to all of our organizations. The shifts in demographics are going to
continue to wreak havoc on our organizations and just the changing
nature and sentiment of the learners. More and more learners,
especially adult learners, are demanding shorter-term, nondegree
programs.
All of this is requiring that, especially I think a chair, have a
better in-depth knowledge and understanding of these trends that are
happening, and therefore be in a better position to govern and lead
the board in support of the mission of the institution.
>> MS. CATHERINE RIPLEY: Thank you. Board Member Gonzales?
>> MR. LUIS GONZALES: Yes. I disagree reference to removing the
rotation component there. It comes back to what was said earlier in
reference to being fair, an opportunity to lead, but it's already in
there, it should be revolving within the board members.
Again, it should be taking turns in reference to leadership. How
is it that the practice is not being demonstrated right now? I think
it should. But providing opportunity not for -- it's not only for
immediately for us. It's for the future people as well, too. I
think it's only fair. It's only fair, and I disagree with taking it
out and it's a mistake to take it out.
Thank you.
>> MS. CATHERINE RIPLEY: Thank you. I just want to make one
comment as far as I think there is a disagreement that perhaps might
not get resolved tonight, but in the understanding and the concept
and notion behind this, because to me I don't see this as being fair
or unfair. I see this as whoever is the chair should have, A, the
desire, the time commitment, and also the commitment to the current
administration and support of the current administration.
It's about the college. It's not about giving board members an
opportunity to practice their leadership skills. We were elected
supposedly as community leaders with leadership under our belts.
So I don't see this as an opportunity to hone my leadership
skills. I see this as a commitment, a duty, a responsibility and
accountability to the college as a whole.
So with that, I think, Dr. Hay, you have your hand up.
>> DR. MEREDITH HAY: Thank you. I don't want to get ahead of
myself, Mary Ellen. I don't know if we are just doing one section at
a time, but from my perspective, sometimes with bylaws you want to
keep them as simple as possible. You don't want to overrestrict your
language.
So I would suggest even section 4 in terms of limitations is not
necessary since it's a simple election anyway. The practice has been
what the practice is, but I don't know if we need to be so
restrictive in our language in terms of a bylaw to put those
limitations that are stated in section 4.
Thank you.
>> MS. SIMONSON: Yeah, no, we can also discuss that.
So it sounds like we will leave in the language that Mr. Clinco
suggested removing, board members shall rotate, that language, or are
there others who want to have that as an option when you are voting
on June 8?
>> DR. MEREDITH HAY: I think it should be an option.
>> MS. CATHERINE RIPLEY: Board Member Hay?
>> DR. MEREDITH HAY: I support Board Member Clinco's
recommendation just to simplify it and not put the rotation language
in there.
>> MS. SIMONSON: So we will have that as an option. On the June
8th document that you will get, there are some revisions that there
has been pretty good consensus on and we will be able to have that in
one version of what's sent to you, and then the ones that have some
options like this we will put the options in so that you can vote on
them pretty quickly. Here's option 1, here's option 2, et cetera.
Okay. I think we understand that. Katie, you've got that?
>> Yes.
>> MS. SIMONSON: Okay, great.
Let's move on to section 4, which I think Ms. Hay has identified
as at least something that she thinks should be eliminated.
Ms. Garcia, do you want to say anything further about that one?
>> MS. MARIA GARCIA: The new one or the old one?
>> MS. SIMONSON: Section 4 new one in Article IV.
>> MS. MARIA GARCIA: Well, I can't pull it up right now.
>> MS. SIMONSON: This is the one -- I can read it for you. It's
the one that you added that has term limitations.
>> MS. MARIA GARCIA: Okay. For me, I know that perhaps we may
have misstated that it's about fairness. It's really not about
fairness, because we all represent the community, and I think it's
misleading for Mr. Clinco to say that, to insinuate, maybe not
intentionally, that we don't stay current with what's going on in our
economy and with our communities.
I think that we wouldn't be on the board if it was --
>> MR. DEMION CLINCO: Point of order, Ms. Garcia, Chair Ripley,
Ms. Garcia is impugning --
>> MS. MARIA GARCIA: Oh, my goodness. Is this the way we are
going to work, Demion?
>> MR. DEMION CLINCO: Ms. Garcia, you continue to make
accusations that are unsubstantiated.
>> MS. MARIA GARCIA: It's not an accusation.
>> MR. DEMION CLINCO: You impugn the motives of any
recommendation I make. Your statements are not based on policy.
They are based on an opinion about what's driving the motivation.
It's not professional and it's really not acceptable.
>> MS. CATHERINE RIPLEY: Point of order. Can we please agree as
a board to be respectful of one another and not resort to insinuation
and passive-aggressive inferences?
Please just state the case what you would like to see everybody
on the board here, I'm talking to everybody, what your opinions are
of these changes as we go forward and please refrain from inferring
accusations against each other. That would be the professional thing
to do. Thank you.
Who is next? Board Member Garcia, did you want to continue?
Finished? Okay.
Next? Anyone else? I have to scroll through to see hand raises.
All right. Thank you. I turn it back to you.
One bit of housekeeping. Can everybody sort of --
>> MS. MARIA GARCIA: We can't hear you.
>> MS. CATHERINE RIPLEY: I was asking people to mute themselves
and I muted myself (smiling).
Just for ambient noise, when you are not speaking, I know it's
hard to do. We have been through this for a couple of years, myself
included, if we could, board members and others, mute yourself when
you are not speaking, there is some ambient noise.
Also, out of courtesy to everyone, if it's not a burden, can we
all turn on our videos? Just because it's good to see who is
talking. Thank you.
Mary Ellen, please go ahead.
>> MS. SIMONSON: Sure. Yeah, and I just have a quick reminder
of those, that one slide I had in a couple of our meetings which is
kind of here are the ground rules. I think Ms. Ripley has stated it
well.
But I think let's just really focus on today, on the language
that's being proposed as opposed to anybody's motive or anything
else, and just express opinions about why you think the language is
or is not appropriate as opposed to any comments about individual
motive or anything like that. I think this will go a lot more
smoothly.
So I think we are done with Article IV. We will obviously
present options, and then there will be I think voting on June 8 with
respect to them.
Okay. So if we are going to Bylaw V, as I say here, after some
thoughtful discussion with Ms. Garcia, she agreed to eliminate this
proposed revision after consideration of those two points that I have
in the comments.
I don't think we need to go through those two points, because it
sounds like you are all very prepared and have read them. So unless
anyone has any particular reason to talk about this one, I think
Ms. Garcia has graciously agreed to just move forward with the
others.
Okay? All right. So I think we are ready to go to the next one.
All right. So we have got Bylaw VI, the meeting. I think Ms. Garcia
did say, as I pointed out in the discussion, that she really wasn't
trying to, the intention wasn't to omit the right of the chancellor
to call a special meeting.
I did some simplification of this one, as I mentioned here. I
think it addresses Ms. Garcia's point about specifying the purpose of
the special meeting. But there was some duplication here, so I
streamlined it a bit, and I think this complies with the Open Meeting
Law and the posting requirements and so forth.
So does anyone have any comment with respect to section 3 there?
Okay. So if we move on to section 6, which has the language that
is in blue there, and the chair shall consult individually, remember,
the language in blue here is language that I inserted to help clarify
for everyone what did the board have a consensus on in prior
meetings, and this language in blue was the consensus by the board to
add. So that's there so you have the full context.
I hope there isn't going to be any more discussion about that,
because that seemed to be a really solid consensus, obviously subject
to your voting on June 8.
Okay. Ms. Garcia, in red there, in the middle of subsection A,
you changed "may" to "shall." Do you want to say anything about that
other than what's in my comment there?
>> MS. MARIA GARCIA: Okay. No, I think that covers pretty much
what I have to say, what I would like to see, because sometimes, you
know, if we have an opinion or we think there is an issue, that we
should be able to discuss it.
Sometimes I don't feel like we are really given an opportunity,
because and not to say -- I'm really not implying anything bad. It's
just that sometimes it's just the chancellor and the chair that
decides on everything. And I think that, you know, in some cases,
you know, we should all discuss it.
I mean, everything is presented to us already preplanned, and I
get that we have to do that because you guys have more information,
but we would also like to have that information and make a decision
on those things that are being presented.
So I would hope that people would agree to this.
>> MS. CATHERINE RIPLEY: I just want to clarify, because this is
really important for everyone to understand. Perhaps it's just a
misunderstanding on your part, Board Member Garcia, but by
definition, when I came in, consent agenda is consent, meaning we all
did know about those items and we received the documents and were
able to and have the opportunity to discuss, to ask questions, and to
adjust if necessary before voting and before the board meeting.
So I just have a problem because it's already stated that it's
consent. Does that make sense? It's not like it's an item that was
thrown on by surprise the day of the board meeting.
You know what I'm saying?
>> MS. MARIA GARCIA: No, but the problem is that sometimes we
don't understand all that information. It's already been condensed.
>> MS. CATHERINE RIPLEY: But you have the chance, if it's on the
agenda, you have the chance. We are begging board members to use
that opportunity to get -- if it's a finance question, then let's
schedule a meeting with Dr. Bea.
>> MS. MARIA GARCIA: It's only three days that we can actually
do anything with it.
>> MS. CATHERINE RIPLEY: Well, it's five days actually.
>> MS. MARIA GARCIA: No, Saturday and Sunday is out of the
question. We come to a board meeting on Wednesday.
>> MS. CATHERINE RIPLEY: Mr. Silvyn, did you have a comment to
add to that?
>> MR. JEFF SILVYN: Maybe if we are talking about the may/shall,
maybe I can clarify a little bit.
So board members of course get the draft packet 10 days before
the board meeting, and it's always been the practice that if any
board member at any time, including at the board meeting, asks for an
item to be pulled from consent agenda, it is.
I can't remember an instance where that hasn't happened. If a
board member sends an e-mail before the meeting and says I want item
6 moved from the consent agenda, that happens, or at the board
meeting.
So, to me, actually, this change reflects current practice, and
kind of pretty standard board practice, because consent agenda is
supposed to be routine things where there is not really discussion.
I mean, certainly it's a best practice and helps the staff if
board members make that known as early as possible. But the change
from "may" to "shall" is consistent at least with how we have been
doing it.
>> MS. CATHERINE RIPLEY: Okay, great points. You're right. It
is 10 days. Dr. Hay?
>> DR. MEREDITH HAY: Yeah, I'm not in favor of changing "may" to
"shall" just because I think from Jeff's, what he just stated, it is
practice and it's almost always done. But it's still up to the
decision of the board chair. I don't want to take power away from
the board chair.
I think "may" covers it fine.
>> MS. CATHERINE RIPLEY: Board Member Clinco?
>> MR. DEMION CLINCO: Thank you very much, Chairwoman Ripley.
Yeah, I'm in agreement with Dr. Hay. I think the change -- first
of all, as of now, again, as Mr. Silvyn stated, there has never been
an example where we haven't pulled an item from the consent agenda,
but I think by putting definitive language like "shall" it could be
abused.
If I sent an e-mail and said I'd like every single one of the 25
items on the next agenda individually considered, you know, per the
change we would have to sit and do that, have to have a discussion
and go through the vote of each and every single one.
I'm not sure that -- you know, it could be used as an obstruction
tool. There has been nothing, there's been no problem that we are
trying to fix, and so I'm not clear what exactly the intent of this
change is trying to achieve.
As was stated by the proposer, this is supposed to help, I would
assume, provide more clarity on the topics, but Chair Ripley, as you
noted, it really is the responsibility of the individual board
members to reach out prior to the meeting in the 10-day window and
get those questions answered and come with -- I think back to former
board members, like Board Member Hanna, who had many, many, many,
many questions about many, many items, and on items that didn't get
resolved before the meeting, those items were pulled from the consent
agenda and they were discussed and voted on individually.
It was an effective practice. It takes that responsibility of
the individual board member to do the work, not show up to the
meeting unprepared without having reviewed the information and
expect, by pulling it from the agenda, to have a full presentation
and have all of these new questions which could have been easily
answered prior to the meeting.
>> MS. CATHERINE RIPLEY: Yeah, I mean, I see every point. I
think also with respect to this, perhaps the wording could be a
little bit different as well, because this states that the "at the
meeting," so that means that the Governing Board meeting, so it would
be at the meeting, in the middle of the meeting, a consent agenda
would be pulled, which would be a surprise to everyone.
And I think all of us agree that we, because we have a consent
agenda and we have an agenda 10 days beforehand, that we don't want
surprises. So I think maybe we need to think about having -- we
don't need to do it in a bylaw. This is something I think we can
talk about civilly as a board, maybe agree that within that 10-day
window, maybe 5 days, give the board, the board chair, an opportunity
to help you understand that agenda item and/or pull it if you need
more time and more training on that topic, as opposed to the day of
and in the middle of the board meeting suddenly pull the agenda.
Because there might be people in other -- there is a lot of
examples. There's dozens of examples. Somebody in construction or
in facilities that are waiting for that vote and thinking that, well,
that vote is going to happen, it's on the consent agenda, then we can
start working.
But if it's a surprise and it's pulled that day, it could really
end up in a trickle-down effect, if you know what I mean. So I don't
know. I think there might be room for more discussion on this.
Chancellor Lambert?
>> DR. LEE LAMBERT: Yes, Chair Ripley. Just a reminder for all
the board members, we like it when you come to us well in advance to
share your thoughts, concerns, you need more information about any
item on the agenda, and especially about any action item, whether
it's consent or otherwise.
One of the reasons why that's important is it allows us to be
prepared to help you make an informed decision. So if, all of a
sudden, something is pulled last minute, we go from consent to
action, but I don't have the technical expert in attendance because
we didn't know that there was an issue, then it makes the
conversations more clunky as well as, you know, not as efficient as
it could have been. I want us not to lose sight of that.
Another thing is there are some items where we get to a point
where we do need a decision by, and so when we haven't heard from a
board member until the board meeting, and then like, for example,
tuition is a classic example, kicking tuition over another month and
worse case two months does have ripple effects.
And so if I know about the concern early, we can address it. I
just ask the board to keep that in mind about any consent or action
items.
>> MS. CATHERINE RIPLEY: Thank you, Chancellor.
Any more discussion? If not, Mary Ellen?
>> MS. SIMONSON: And I would also add, the language in blue
right at the top there under subsection A, which there was great
consensus on in a prior meeting, also does give the option here of
the chair is going to be individually talking to board members before
the board meeting as to whether the agenda includes everything that
you want.
I assume the corollary would be that if there is something in the
consent agenda, you'd mention that at the time, as well. So you'd be
able to determine before the meeting whether there was some
discussion necessary and whether there was a need to pull that.
I think you've got a lot of that covered. Ms. Garcia also agreed
to eliminate subsection B there for the reasons I mentioned in the
comments.
Now, Ms. Garcia, do you still want the "shall" to be in as an
option for the June 8th meeting, or are you persuaded by the
discussion here that we don't need to have that?
>> MS. MARIA GARCIA: I will agree to remove it.
>> MS. SIMONSON: Okay. That's great. All right. Okay.
So let's move on -- thank you very much -- let's move on to Bylaw
Article XII, response to complaints.
So I did a fair amount here to just kind of make the format
conform to what is already in the bylaws. I think that Ms. Garcia
wanted to have some additional discussion about what's in section 1
here. What I did was I added in blue what again had already been
discussed at prior meetings.
Now, Ms. Garcia, are you okay with -- do you need or does anyone
need to have any further discussion about what was eliminated from
Ms. Garcia's, what she agreed to eliminate, and then what's already
going to be proposed from the consensus that we had in prior
meetings, which is in blue?
Anyone need to address anything here in items 1A through D?
>> MS. CATHERINE RIPLEY: I don't see any.
>> MS. SIMONSON: Okay. Oh, Mr. Clinco?
>> MR. DEMION CLINCO: I just wonder whether we need to be more
explicit. We have had a lot of issues around employee general
complaints. Again and again, board members have become involved in
those complaints instead of simply facilitating the administration of
college policy.
So maybe we just need to be more explicit about board members not
participating in an investigation and a review and substantive
conversation about internal college complaints and instead refer them
through the processes.
>> MS. SIMONSON: Are you saying you wanted to propose some
language here, Mr. --
>> MR. DEMION CLINCO: Well, what I guess I'm saying is perhaps
there is an opportunity to just tighten this up a little bit. I
think we would look to you to provide that language, but language
that really makes it very explicitly clear that board members are not
to engage in employee complaint processes.
That really we have systems set up and just be very, very
definitive about it, because it's a problem that occurs over and over
and over again. We seem to struggle as a board, not just this board
but past boards, in our relationship to complaints.
>> MS. SIMONSON: Okay.
>> MS. MARIA GARCIA: Okay.
>> MS. SIMONSON: Subsection D says at no time is a board member
to engage in investigating of such complaint or take any action that
even could be perceived as obstructing or interfering with the
administration's role and responsibility to address complaints.
Took out that word "employee," because there could be a number of
complaints.
>> MR. DEMION CLINCO: I mean, I think part of it is the
substantive conversation. Even entertaining, you get a phone call
from an employee, and instead of directing them through the process
you actually engage in a dialogue that creates confusion and
misperception about who is responsible and what the role of the board
is in the complaint process.
>> MS. SIMONSON: You know, that's actually a very good point.
So sometimes it's really helpful to say, just to put some language in
that's like a little mini script, if a board member were to receive a
complaint, here is the response that should be given. And the
response is I cannot address your complaint -- I'm just talking off
the top of my head, but we can come up with the right language. This
complaint needs to go through the appropriate process and will be --
and rather than discuss the complaint with you, I will refer this
through the process.
We could come up with some language like that that is, you know,
a standard response that a board member should give.
Does that work for you? I'm not coming up with the exact
language off the top of my head, but that would be the idea and the
concept.
>> MR. DEMION CLINCO: Yeah. Again, I don't know if it needs to
be prescriptive in the bylaws to have a script, but I think that the
intent of again this idea of engaging in substantive conversation,
because that creates confusion for the complainant and who is
actually responsible and what's going to happen next.
>> MS. SIMONSON: Right. And no one board member should be doing
that anyway. Yeah, got it.
Does everybody agree with that?
>> MS. CATHERINE RIPLEY: We have some more hands up. First the
chancellor and then Board Member Garcia.
Chancellor?
>> DR. LEE LAMBERT: Yes, thank you, Chair Ripley.
I just want to clarify. So this is any complaint then? And if
it's the case, I mean, there is a lot of complaints now we are going
to bring to your attention that we don't normally bring to your
attention. So I just want to clarify that.
And then in what venue do I do that in? And then what is a
complaint? Sometimes an individual may say, well, I have a concern
about X. They believe they just filed a complaint.
Well, I don't take that to mean that's a complaint. So I just
caution us, without some clarity, we could be going down a road that
invites a lot of inefficiency, especially since now you have removed
that this is in the context of Title VII or Age Discrimination
Employment Act, et cetera.
I will just need clarification. Because I don't want for us to
be in violation of your bylaws, but at the same time I think you are
opening the door for people to they decide what a complaint is by
simply saying I've got a concern.
>> MS. SIMONSON: I just wanted to mention "complaint" is defined
in the bylaws in section 2, and if you read the comment that I have
there, I actually say what the current bylaws define "complaint" as.
So if you're saying, Chancellor, that you need to have a
different definition of complaint, the definition you have right now
is quite good. But it's defined there in my second-to-last comment.
>> DR. LEE LAMBERT: Right, but I'm saying that that's still too
vague in some -- for example, accreditation requirement, what does
that mean? Ethical standard, what does that mean? Or published
college bylaw, what do those things mean?
My point is when someone brings something, we look into it to
determine if it in fact is something we should refer to the complaint
process, because if it's not, if someone thinks something is a
violation, say, of accreditation standard, we look at it and it's
really not a violation of accreditation standard, then it's like,
well, here are your options, employee.
You want to know about that? That's what I'm trying to get at.
Does the board want to know about that? Because implicit in this, it
sounds like you want to know about that.
>> MS. CATHERINE RIPLEY: Mr. Silvyn, can you respond?
>> MR. JEFF SILVYN: So I'm wondering if we need to tighten up
the definition. So it's not just that there has been an allegation
that there would be a violation but that what's alleged, if true,
actually would be a violation of an applicable standard. Maybe we do
need to tighten that language up a bit.
When we were, just as an example, when we were talking about
this, I don't know, I guess last week when Mary Ellen and I were
corresponding, what if someone complains that a light is out or
something?
They could argue, well, you're not following accreditation
standards because accreditation standards include you have to
maintain your facilities to be appropriate for the educational
environment, but I presume nobody on the board wants to know if a
light bulb is out.
So maybe we could tighten that up a bit. I suppose if the board
has concerns about whether or not complaints are being triaged
appropriately, maybe there is a way to do a consolidated report at
some point in the year, but I wouldn't put that in the bylaws.
>> MS. CATHERINE RIPLEY: So I want to make something clear, if
someone could clarify this. I was under the impression that this
bylaw was referring more to when a board member receives a direct
complaint from someone, not just a general complaint that -- there is
a million complaints out there, right?
>> MR. JEFF SILVYN: So if I might, so we have broken the world
into three kinds of complaints. So all of this refers to complaints
received by board members, and the three categories or buckets that
we have created are, one, kind of general complaints, which could be
about anything. The second are complaints about the chancellor's
conduct. The third would be complaints about board member conduct.
So that might be another way to think about it, is that the right
way to divide up categories of complaints?
>> MS. CATHERINE RIPLEY: Board Member Garcia?
>> MS. MARIA GARCIA: I guess part of the way I look at it is,
no, we don't want to know about general complaints. Yes, we do want
to know about complaints against the chancellor. We do want to know
about complaints against the board.
But more specifically, when an employee has a complaint, you
know, that has to do with their Civil Rights, their employment
rights, those I do want to know. I think we should all be concerned
about that.
So I don't know if you create another bucket. I'm not an expert
at this stuff, but I want to make sure that everybody is treated
fairly and is given their due process.
>> MS. CATHERINE RIPLEY: Yes, we all do.
Dr. Hay?
>> DR. MEREDITH HAY: I'm just trying to, Mary Ellen, follow what
was in the original document and then what has been added or changed.
So I'm looking at item 1A, was what was in red, was that originally
in the original document and that's now being cut?
>> MS. SIMONSON: No. The black is what's in the original
document.
>> DR. MEREDITH HAY: Right, but item A, half of the sentence
that's cut. I'm just trying to understand the process here of what
you guys went through in terms of what was before and what you are
offering.
The blue is the new and the red is cut from the old?
>> MS. SIMONSON: Yes. I mean, that was based on Mr. Clinco's
suggestion at a prior meeting. There was general board agreement
that this be considered as a revision, subject to the board vote, of
course.
Mr. Clinco, do you remember what your point was in eliminating
that could ultimately come before the board for a decision regarding
the application of a college policy, et cetera?
>> MR. DEMION CLINCO: I believe that per the change in our
handbook, that process is no longer in alignment with how we actually
manage the system. Right? Mr. Silvyn?
>> MR. JEFF SILVYN: I'm trying to follow -- can you say that
again?
>> MR. DEMION CLINCO: So I believe it's section A that we have
deleted, that could ultimately come before the board...
>> MR. JEFF SILVYN: Oh, yes, yes, yes. You're right.
>> MR. DEMION CLINCO: That is no longer consistent with our
handbook policy?
>> MR. JEFF SILVYN: Yeah, yeah. You're right. Sorry, I got
myself lost.
Yes, that's correct. There was a time when certain matters could
be appealed all the way to the board. We modified how the appeals
work, which is why that language was taken out so that it now aligns
better with the handbook and board policies and the administrative
procedures on complaints.
>> MS. SIMONSON: So the sentence there, Ms. Hay, would just say
avoid, the board and individual board members shall avoid pursuing
questions into the details or the substance of a complaint.
>> DR. MEREDITH HAY: Right. And I don't mean to get into the
weeds here, but we are in the weeds, so let's just play in the weeds.
So the way that sentence reads now, it sounds if a board member
receives a complaint, we are not supposed to ask any questions, full
stop.
I'm just not sure that's what we are trying to state here.
>> MS. CATHERINE RIPLEY: I think what we are trying to state
somehow is that the board members need to avoid becoming
investigators, because you can't avoid someone stopping you in the
street and telling you a big complaint and giving you details.
>> DR. MEREDITH HAY: Right. So that nuance, because a
constituent reading this would think that the board doesn't want to
know about the details of a complaint.
I don't know if you need us to add -- I don't know why we would
take the last part of that sentence out, because that suggests that
the board will review, but you are saying it's not consistent with
the other document.
Do you know what I'm saying? It just sounds like... do we need
item A at all? Can we just eliminate item A and go to B and C?
>> MS. CATHERINE RIPLEY: I think what trumps item A, and I think
item C, it looks like, should be item A, because --
>> DR. MEREDITH HAY: Yeah.
>> MS. CATHERINE RIPLEY: -- your very first step when you
receive a complaint is to say thank you, I have received your
complaint and understand what it is, and then your first step is to
notify chancellor and counsel.
>> DR. MEREDITH HAY: Yes, I agree with that. I think that
should be A. That's the first thing that should happen.
>> MS. CATHERINE RIPLEY: And that basically makes A unnecessary,
because it goes without saying, you know, you don't act as an
investigator.
>> DR. MEREDITH HAY: Then B is good and then D is good. D is at
no time should the board engage in investigations, which is what
you're trying to suggest in item A, I think.
>> MS. CATHERINE RIPLEY: Right. Because the whole purpose, back
to our purpose, is oversight. We are not boots-on-the-ground
action-takers. We are oversight.
Board Member Clinco and then Board Member Garcia.
>> MR. DEMION CLINCO: To Chancellor Lambert's point, perhaps in
the final paragraph, second-to-the-last sentence, to the extent that
any board member requests that the board receive additional
information or periodic updates as to the process and progress of
addressing the complaint, this is where I'm concerned, the chancellor
shall do so before providing any final resolution is made.
I mean, in the past I have certainly notified Chancellor Lambert
of a complaint, and then he gets back to me three days later and he's
like, resolved.
I can't imagine a delay of a month because we needed to have it
go to the board for a special review. I would just recommend
deleting that last section of the sentence.
>> MS. CATHERINE RIPLEY: Which sentence again?
>> MR. DEMION CLINCO: Second-to-the-last sentence in the last
paragraph. To the extent that any board member requests that the
board receive additional information or periodic updates as to the
process and progress of addressing the complaint, the chancellor
shall do so.
That's where I recommend we put a period, because it says before
any final resolution is made.
>> MS. SIMONSON: Oh, right. So if it's a nominal issue and the
chancellor has already dealt with it, why wait until the board
meeting to address it.
Yeah, that's a good point.
>> MR. DEMION CLINCO: I think that might address some of
Chancellor Lambert's concerns that he outlined, sort of in terms of
like becoming so hyperrestrictive.
>> MS. SIMONSON: Yeah.
>> MS. CATHERINE RIPLEY: Yeah, that's an important item.
Board Member Garcia?
>> MS. MARIA GARCIA: I don't see it that way, that last
sentence, last document. Because I know they don't do it anymore
because of the way the handbook is written, but in the past, and I
think again I'm specifically referring to employees, is that before a
final decision was made, something as detrimental as firing somebody,
that it would come before the board for discussion so we would know
and be aware of what the circumstances were.
I mean, I think that maybe certain things should come to us
before a final decision. Not everything. So I don't know how you
guys feel about that, but that's how I feel.
>> MS. CATHERINE RIPLEY: Mr. Silvyn?
>> MR. JEFF SILVYN: Yeah, so that's not -- let me, in the past,
in the past, if an employee was terminated, given notice that they
are going to be terminated, then they could appeal that and have what
looked like a hearing in front of the board.
So they would go through the entire termination process, they
would essentially be fired, but they could appeal it to the board.
That's how it used to work, and that probably happened, oh, gosh,
maybe three times in the years I have worked for the college,
including -- it was all in the '90s when I was outside counsel.
So it's part of why I got changed, because what used to happen in
the past looked like a mini public trial in front of the board.
>> MS. CATHERINE RIPLEY: And so this is about complaints. It's
not about hiring and firing. So it's perhaps the -- because the
hiring and firing is in another, falls under a different bylaw, which
is delegation of authorities.
Board Member Garcia, you still have your hand up.
>> MS. MARIA GARCIA: Oh, no, I'm done.
>> MS. CATHERINE RIPLEY: I turn it back then -- Dr. Hay?
>> DR. MEREDITH HAY: I'm actually in concurrence of getting rid
of that sentence regarding reporting to the -- I can't see it now,
I'm sorry, my screen, the one that Board Member Clinco referred to.
I think that just puts too much burden on the chancellor and it's
really redundant to what we are trying to achieve.
>> MS. CATHERINE RIPLEY: It states that the board member can
request updates, periodic updates and information, which the
chancellor shall do and has done, period, pretty much.
Because again, the final resolution could be made that day and
again, keep in mind the chancellor is not the action officer running
around resolving every complaint. There is a chain of command, and
I'm sure it's like HR, ODR, so I think that does save us from
potential bylaws violations.
Board Member Clinco?
>> MR. DEMION CLINCO: Just one final note. I think this other
sort of issue about the chancellor shall confirm to the board the
complaint has been received, again, it's the full board. I don't
think that's sort of in line with practice. Again, there are certain
items that are coming to the board at the executive session,
complaints reach a certain level.
Again, just for clarity's sake and our current practice, you
know, if somebody sends a complaint, a student sends a complaint or a
concern about something that's happened, whatever it is, often those
get resolved, and the full board isn't being notified because it's
not rising to the level.
Again, I'm not sure if there's language, and maybe, Mary Ellen
and Jeff, you could work on tweaking that language to reflect the
actual current practice. That's all.
>> MS. SIMONSON: Okay. Sure, we can do that.
Okay. Anybody else have any other points to be made on that
section 1, subsection 1 under section 3? No. Good.
Then moving on to subsection 2, in the case of the complaint
about the conduct of the chancellor, I have some long comments there
which express the discussion that Ms. Garcia and I had. So I think
that this captures her thoughts with respect to this.
Now, I removed the college and faculty or staff. Then with
respect to within 48 hours of receiving complaint, let's talk about
subsection A here for a minute in terms of what the board thinks of
that particular addition proposed by Ms. Garcia.
My point here is that may be too aggressive, but open for
discussion.
>> MS. CATHERINE RIPLEY: Dr. Hay?
>> DR. MEREDITH HAY: So within 48 hours, sometimes that's not
even possible if somebody is out of town or out of the country, so
there needs to be a reasonableness within that time frame.
I'm not sure what that is, but I'm not sure 48 hours is the
correct one.
>> MS. SIMONSON: You know, sometimes there is language in these
kind of things that as soon as practicable or within a reasonable,
prompt period, something that doesn't have a specific deadline but is
very firm that it be reasonable and prompt.
>> MS. CATHERINE RIPLEY: I agree, because one of the worst-case
scenarios could be it went into your the spam folder and it sat for a
week and now you have violated a bylaw. I mean, that could happen.
That has happened.
Anyone else?
>> MS. MARIA GARCIA: I think I have my hand up.
>> MS. CATHERINE RIPLEY: You don't, but go ahead.
>> MS. MARIA GARCIA: Sorry. I'm lost again. Sorry. I got
myself out.
>> MS. SIMONSON: I can read it to you if you want.
>> MS. MARIA GARCIA: Go ahead.
>> MS. SIMONSON: So subsection A says the recipient of the
complaint, including individual board members, shall notify the board
chair and college general counsel of the complaint who shall notify
all board members. And you had within 48 hours of receiving
complaint, and what I'm suggesting is something a little bit more
generic but still firm within a reasonable and prompt period.
>> MS. MARIA GARCIA: Well, you could say -- I think that if you
were to put a minimum and a max length of time would be good.
I mean, does everybody agree that maybe within 40 hours, that
would be good?
>> DR. MEREDITH HAY: No.
>> MS. MARIA GARCIA: No?
>> MS. CATHERINE RIPLEY: I think, as professionals, we should
all be able to agree that as soon as possible means as soon as
possible. As soon as possible is not sitting on it for a month or
two months. As soon as possible is as soon as physically possible.
>> MS. MARIA GARCIA: Well, the issue I have with that,
Chairperson, is that it has been my experience that sometimes
complaints that have come in, that we don't hear about them for over
a week. So that's what I was trying to shorten up.
>> DR. MEREDITH HAY: Yeah, the point isn't about the timing. I
think as soon as possible makes perfect sense. You know, the
chancellor and his staff or the general counsel needs to be able to
talk to the board chair first, figure out if something needs to be
decided or moved on, and then go from there.
Bylaws are not supposed to be prescribed down to the minute.
They are supposed to be broad enough to engage the board and the
chancellor properly and give some flexibility to how things are
managed.
So I don't agree with 48 hours or any time constraint. I think
as soon as possible is quite reasonable, as the chair has suggested.
>> MS. CATHERINE RIPLEY: Any other discussion?
Board Member Garcia?
>> MS. MARIA GARCIA: No, I should have my hand lowered.
>> MS. CATHERINE RIPLEY: It's still up. That's okay.
>> MS. MARIA GARCIA: No, I'm down. You know what, right now it
says my hand is raised on my screen.
>> MS. CATHERINE RIPLEY: There is no hand up now.
>> DR. MEREDITH HAY: If you want to raise your hand, you click
raise your hand. If you want to lower your hand, you click lower
your hand.
>> MS. CATHERINE RIPLEY: Mary Ellen?
>> MS. SIMONSON: Yeah, okay. I think we've got that. Let's go
to 2B. This is an addition from Ms. Garcia. When appropriate, the
board shall engage external counsel to investigate any complaint as
defined in section 2 against the chancellor.
Now, my recommendation was, with respect to that addition, to
take out "allegation," because I don't think we want that. It's too
broad. And to define this more narrowly to any complaint as defined
in section 2 against the chancellor, which is more specific.
To the extent that you want to have this addition, I would
recommend making those changes, and I think Ms. Garcia did agree to
that.
So the question is do you want to add subsection B with that
recommended change?
>> MS. CATHERINE RIPLEY: Board Member Clinco?
>> MR. DEMION CLINCO: Thank you very much.
Again, one of my big concerns about this is the idea the board is
now engaging external counsel as opposed to our general counsel
engaging outside legal counsel.
I just don't understand why the current process where our counsel
is responsible for conducting an investigation if we direct them to
do that is a problem.
So this idea where we are sort of setting up a third sort of
outside attorney to represent the board is something that's been
brought up in the past, and the board has never supported that idea.
So I would recommend striking this.
>> MS. CATHERINE RIPLEY: Dr. Hay?
>> DR. MEREDITH HAY: You know, I don't mind Member Garcia's
addition, but I would add an amendment. Where appropriate, the board
in consultation with general counsel may engage, I would change
"shall" to "may," and it needs to be in consultation or in
collaboration with the college counsel.
>> MS. CATHERINE RIPLEY: Yeah, and I would also suggest -- thank
you, Dr. Hay. I agree. It sounds like this is an absolute. I mean,
I would either have -- it's already in our bylaws somewhere, I
believe, that we, as a board, are able to, if needed and upon
request, hire outside counsel for any issue.
So that's always been available to us at any time. I'm afraid
that having item 2B here suggests ever so subtly that this is
actually an official step that has to be taken. I see it says when
appropriate, but I agree maybe changing it to if and when or if
necessary, the board may engage external counsel.
But I also agree with the language that Board Clinco suggested,
as well.
Mr. Silvyn?
>> MR. JEFF SILVYN: I was kind of wondering whether it's already
covered in D. I mean, I guess I'm just trying to figure out how to
keep this simple.
In subsection D, we already have that if the alleged conduct
would qualify as a violation under the definition of a complaint, the
board shall determine in consultation with general counsel, and when
deemed appropriate, outside legal counsel, the most appropriate means
for conducting unbiased fact finding.
I'm not sure I understand what this adds that's not covered
already in the existing language as proposed to be modified already
in section D.
>> MS. CATHERINE RIPLEY: I see that. It does look like it's
basically saying the same thing.
Mary Ellen? Can you expand on that?
>> MS. SIMONSON: Yeah, I mean, I do think subsection D does
cover this pretty adequately.
So I guess Ms. Garcia and I did speak about this. So I think
given the board's thoughts on this, and given the language in
subsection D, it does seem to me that that does cover the issues.
Because I don't think anyone is disputing that there ought to be
the opportunity if, as Ms. Hay says, in consultation with the general
counsel and the board, for the board to consider whether it needs to
engage external counsel. And that will depend on the severity and
the type of complaint that has been lodged. So I do think subsection
D does cover it.
Ms. Garcia, would you agree with that?
>> MS. MARIA GARCIA: No. And I'm going to tell you why.
>> MS. SIMONSON: Okay.
>> MS. MARIA GARCIA: Because the experience that I have seen on
our board as a whole is that legal counsel is hired outside without
the board's knowledge.
In many cases, it is the general counsel and it is the
chairperson or maybe the vice-chair that determines that. Not all of
us are included nor are we given an opportunity to state what the
issue is, what the complaint was, what are we looking at, what's our
opinion.
We may be totally wrong, but we are not even given an
opportunity. I think we need to have that specifically for a
complaint against the chancellor. It has to be more explicit.
>> MS. SIMONSON: What would you suggest, Ms. Garcia?
>> MS. MARIA GARCIA: Well, I like the way you have it in that
one section. I mean, just leave it that way and it's done. It makes
it clear for anybody else coming in.
>> MS. SIMONSON: Although I do say here that it does seem
redundant, B could be redundant with subsection D.
>> MS. MARIA GARCIA: I understand.
>> MS. CATHERINE RIPLEY: Dr. Hay?
>> DR. MEREDITH HAY: Yeah, I think subsection B is redundant
with D, and I think we strike B, as in boy.
>> MS. CATHERINE RIPLEY: The way I read it, please correct me if
I'm wrong, it seems like D is saying the exact same thing but more
eloquently. It's much clearer that we have the opportunity as the
board to hire outside counsel.
We did that with Mary Ellen Simonson. The board agreed, we all
agreed, we all together looked at different potential counsel and we
chose Mary Ellen.
So it works. This system works. I don't know what B says that D
doesn't say.
>> MR. JEFF SILVYN: Can we just make sure we are not mixing
apples and oranges here?
This is just about when there is a complaint against the
chancellor. So when the board would like another opinion or
sometimes it happens because I go to the board and say we should get
another opinion or someone with different expertise, the board always
has the authority to retain counsel on behalf of the college.
In this case, we're just talking about when there is a complaint
against the chancellor, and that's why I guess I'm back to in the
event there is a complaint against the chancellor, does the board
feel that the process as outlined in the current section D is
sufficient, or does enough members of the board think we need that
extra reinforcement that Ms. Garcia seems to be suggesting in B?
But I'm just saying the example of Mary Ellen is a different
situation.
>> MS. SIMONSON: Right. Yeah.
>> MS. CATHERINE RIPLEY: A different situation, but it's still
the board coming together to decide on a counsel, not delegating it
to our counsel to go find a counsel.
>> MR. JEFF SILVYN: Right. The board always has the authority
to go hire legal counsel on behalf of the college.
>> MS. CATHERINE RIPLEY: Okay. Board Member Clinco?
>> MR. DEMION CLINCO: I believe Board Member Garcia had her hand
raised before me.
>> MS. CATHERINE RIPLEY: Sorry. Go ahead, Board Member Garcia.
>> MS. MARIA GARCIA: Well, the issue, again, I will restate the
issue again, the issue is outside counsel was hired without the
entire board's knowledge. One or two people made the decision, so --
>> MR. JEFF SILVYN: Are you talking about -- I guess, again, I'm
trying to figure out are we talking apples and oranges here. Are you
talking about a specific situation involving a complaint against the
chancellor, or are you --
>> MS. MARIA GARCIA: Not against the chancellor, but I want to
make sure -- so I'm going to be straight.
Basically, Jeff, your paycheck comes from the chancellor. Okay?
I understand you are the general counsel for --
>> MR. DEMION CLINCO: Point of order --
>> MS. MARIA GARCIA: Will you stop it? Just let me finish.
So for me, I think it's really hard, I would think so, because we
wouldn't want to put you in jeopardy. I just don't think it's fair
to you that you would have to deal with that.
>> MR. JEFF SILVYN: Okay, first, my paycheck does not come from
the chancellor. It comes from the college.
More importantly, that's why this provision is in here, so if
there were a complaint against the chancellor, we would have a
conversation and talk about what's the best way to review it.
And most of the time, if it's a significant allegation, we are
going to be in agreement with each other that we should hire outside
counsel to do that, because I'm not -- I probably am not the right
person to do it. So we are not going to have a disagreement about
that.
>> MS. MARIA GARCIA: Okay.
>> MS. CATHERINE RIPLEY: Thank you. The way I read this is we
would, in item D, we would consult with general counsel for many
reasons. Part of it is also a courtesy. He's our general counsel.
But we also need his counsel.
Second of all, the board is the one ultimately that would decide
whether or not we do need -- we are just consulting with general
counsel.
Board Member Clinco?
>> MR. DEMION CLINCO: Thank you very much.
Just to be really clear, I mean, I think there is also an issue
about expeditious resolution. Yes, we want to have a due process but
we want to do it quickly. It took us three months to hire Mary Ellen
for this process because we all had input.
At the end of the day, we turn to our general counsel to help and
make an informed decision on the best person. It's really, like I'm
not a legal scholar or expert on who is the right person to bring in
to conduct a certain type of investigation into certain types of
allegations.
So, you know, I would hate if there was an alleged complaint that
we wouldn't be able to even move to an investigation for three months
because we were so busy having discussions and interviewing counsel,
like with Mary Ellen, case in point.
I think this was a unique circumstance, but it seemed to me to be
highly unusual in the way we did the hiring in an effort to placate
and appease the entire board and have buy-in from everybody.
So again, I'm with Dr. Hay's recommendation to delete B and
maintain D.
>> MS. SIMONSON: Ms. Garcia, we have had a pretty fulsome
discussion here, and obviously you always want to eliminate
redundancy in any document but particularly in bylaws.
So it does seem to me that D does cover the subsection B above.
So based on everybody's comments, Ms. Garcia, would you be
comfortable just eliminating B and just sticking with D there?
>> MS. MARIA GARCIA: Okay.
>> MS. SIMONSON: Okay. That's great.
So I think we have reached some consensus here.
>> MS. CATHERINE RIPLEY: We do have one board member that has
their hand up. Board Member Gonzales?
>> MR. LUIS GONZALES: I just wanted to just echo if it fulfills
what is in B through D, I think it should be okay. As long as it
fulfills it. That's all I care.
>> MS. CATHERINE RIPLEY: Thank you. Go ahead, Mary Ellen.
>> MS. SIMONSON: No, I think it does. I do think that the
addition of the blue language that Ms. Garcia and I talked about in D
is also helpful.
So I think it sounds like there is good consensus. That was a
good discussion. Great.
So I think the final point here then would be in subsection F.
You know, one of the things that I think Ms. Garcia and I did discuss
is the language there of removing "or its representative."
In the comment here, I make the point that, you know, sometimes
it's good to have the flexibility to have a representative provide
the notice of resolution.
For example, I do so much employment law. Sometimes it's better
when there is a resolution of a situation to sometimes have the HR
person be the representative of the board or someone else to give the
notice to the complainant.
There is all kinds of examples where that could be a lot more
effective. So I think on a case-by-case basis, the board retains
still the right to do it themselves but also retains the discretion
to have a representative if the situation would be better attended to
in that regard. So, to me, that gives you a little more flexibility.
Ms. Garcia, what do you think about that?
>> MS. MARIA GARCIA: No, that's fine.
>> MS. SIMONSON: All right. Good. So I think we, unless there
is anyone else who has anything else, because sometimes I'm not
seeing every hand raised in my thing, so we will move on to section 4
here, which Ms. Garcia had suggested adding.
She and I had a pretty detailed discussion about this, and just
to cut to the chase on the long comment there, I think we both agreed
that you really actually don't have to expend any more taxpayer money
to have a separate inspector general because you already have an
auditor general.
And I know that, Ms. Garcia, because of the board, because of the
committee she sits on, is familiar with the auditor general who makes
periodic reports to that committee, and so I do think it's a cost
savings and it's not duplicative of having a separate inspector
general when you have an auditor general who can do these very same
functions.
So I think, Ms. Garcia, we are in agreement to, you are in
agreement to eliminate that section, correct?
>> MS. MARIA GARCIA: Yes.
>> MS. SIMONSON: All right. Moving on to Article XIII, which
Ms. Garcia, you added, this would be a whole new article, it
initially didn't have a title, so I gave it this title. I don't
think, Ms. Garcia, you and I had talked about that but you gave me
some flexibility after our discussion to kind of add a title, and we
will see if everybody agrees with this.
So I eliminated some portions of this for the comments that I
made here, because there are certain things that I think Ms. Garcia
had picked up from some other university language that aren't quite
applicable here, like the Accrediting Commission of Community and
Junior Colleges, we are not a member there.
So this is scaled back a little bit to actually not name the
Higher Learning Commission, because at times there are different
accrediting bodies, and you want this bylaw to be applicable for
years, right? So if you change the accrediting body, no reason to
name the Higher Learning Commission, the HLC.
So with those couple of explanations, open discussion?
Ms. Garcia, well, first of all, are you satisfied, Ms. Garcia, with
those changes? And then we need to hear from the rest of the board.
>> MS. MARIA GARCIA: I'm fine with it.
>> MS. SIMONSON: Okay.
>> DR. MEREDITH HAY: I just want to understand. So we did not
have this in the previous bylaws, the accreditation section?
>> MS. SIMONSON: You did not.
>> DR. MEREDITH HAY: Why are we adding it?
>> MS. SIMONSON: Ms. Garcia, do you want to take that on? I
think you wanted to just emphasize the importance of this?
>> MS. MARIA GARCIA: Yes. I just wanted to make sure that we
are following the accreditation policies.
>> MS. SIMONSON: Ms. Hay, just to clarify, in the first comment
I have there, the only reference that we have in the current bylaws,
and it was added through consensus, I think, of the board in one of
the prior meetings, is in the code of ethics, which is Article X.
It just simply refers to the board that it shall participate in
mandatory training on accreditation standards and the Higher Learning
Commission criteria.
You know, it may be, as I discussed earlier, it may be applicable
there as here that we take out the HLC, we just do what we are doing
here, if you want to, which is to just say the accrediting body
instead of HLC.
>> DR. MEREDITH HAY: Yeah. I would go further, Mary Ellen. I
don't think we need A, B, C, D, E, and F. I think we can just keep
the first paragraph and keep it at that. I'm not sure of the purpose
of the rest of it.
>> MS. SIMONSON: Okay.
>> MS. CATHERINE RIPLEY: I also had a question on A through F,
because it's basically delineating the chancellor's duties, and in
the board bylaws, we do have oversight.
It just seems like a lot of extra verbiage, which should go
without saying that we have oversight, and that accreditation is a
priority to which we delegate to the chancellor.
Board Member Clinco?
>> MR. DEMION CLINCO: Thank you very much.
Again, I understand, Mary Ellen, the idea of removing the Higher
Learning Commission, but I am a little concerned, the college has a
whole panoply of different types of accreditations. Many of these
accreditations are optional and we pursue them. An example would be
for our police department. We are in the process of pursuing
accreditation for our college police department. We are not
accredited.
But this really would then tie us to always trying to achieve
accreditation or achieving accreditation standards for a host of
different things that we may, for whatever reason, choose that that's
not appropriate.
I am just a little concerned, because I think the intent of this
is about our overarching accreditation standards, which the
institution has had ongoing problems with, as you know, over the
years and we have had many visits from the Higher Learning
Commission.
That's one point of clarification. I don't know what the
resolution answer is.
>> MS. SIMONSON: Maybe you just put approved accrediting body,
to your point. So you are not just -- you can do that.
>> MR. DEMION CLINCO: Then isn't the accrediting -- I mean,
isn't it also just implied in the accreditation standards, like the
Higher Learning Commission, for example, they provide very explicit
criteria of what is expected of the board? I mean, it goes beyond
our bylaws. It's a standard of the institution, and whether we
codify them in the bylaws or not, they are still required.
So there is in some ways a redundancy because we are just
restating something that is already a fact.
>> MS. SIMONSON: Sure. I guess my reaction to that would be
accreditation is such an important aspect of the college that it
would seem to me that having just a short reference to that in your
bylaws is very useful as a value, but that's just my opinion. It's
not a legal issue.
>> MR. DEMION CLINCO: Then I would just say I support the first
paragraph.
>> MS. CATHERINE RIPLEY: Mr. Silvyn?
>> MR. JEFF SILVYN: Thank you. Just a couple of thoughts about
how to approach this. One is, and Mary Ellen may or may not agree
with me, I generally think the bylaws is a set of procedures for the
board to regulate its own conduct. Accreditation is really a
regulation of the college in general.
So the couple things I might suggest as alternatives is either
keep this really simple and then perhaps at a later session what we
ought to think about is a board policy on accreditation that would
give directives to the college and the chancellor about what the
board expects.
The other possibility is -- I mean, so either don't have, you
don't need an accreditation bylaw and have a board policy, or if you
want to emphasize the importance, you keep having a very short
statement and then move a lot of this into a board policy.
Because a lot of this is really directed, I think how this is
done, at what is expected of the chancellor, which could either go
into the board policy on what the delegation of authority and
responsibilities are to the chancellor, or if you really want to
emphasize the point, we could make it a separate board policy.
>> MS. MARIA GARCIA: I'm in agreement with that.
>> MR. JEFF SILVYN: Which? Do you want to keep a short
statement with the detail in a board policy or --
>> MS. MARIA GARCIA: Yes. That one. A short statement with a
board policy.
>> MR. JEFF SILVYN: Thank you. Sorry, I was wondering if I was
picking the right option.
>> MS. SIMONSON: Okay. Is there consensus generally on that
aspect?
>> MS. CATHERINE RIPLEY: Yes.
>> MR. LUIS GONZALES: Sounds good.
>> MS. SIMONSON: Sounds good. All right.
Okay. Lets move on to almost...
>> MS. MARIA GARCIA: That's the last one.
>> MS. SIMONSON: Article XIV. It was I guess originally titled
general counsel, but here the purpose was to provide the board an
opportunity to have independent counsel. We talked about this
obviously earlier. I think Ms. Ripley made the point, we really deal
with this later to the extent you wish to have this.
I mean, I think Ms. Garcia understands the board already has a
general counsel, and we discussed that the board already has the
right to select independent counsel. I'm a good example of that with
the board.
So with the understanding that Ms. Garcia wished to have this
clarified, this is an edited version of this that simply says the
majority of the board may vote to appoint an independent legal
counsel when the board determines it is necessary to do so. That's
A.
B would be the board shall conduct an annual review of the
performance of the general counsel.
Let's take A first. Does anyone have any disagreement with A?
>> MS. CATHERINE RIPLEY: I just have a question. Does the word
"appoint" carry a lot of weight? Should that actually say "retain"?
>> MS. SIMONSON: "Retain" would be fine.
>> MS. MARIA GARCIA: Yeah.
>> MS. CATHERINE RIPLEY: Dr. Hay?
>> DR. MEREDITH HAY: I think this new Article XIV is redundant
and not necessary. We don't do annual reviews of any employee except
our one employee, which is the chancellor. We do not do employee
reviews.
So I think the whole article needs to be scrapped.
>> MS. CATHERINE RIPLEY: A and B are completely different. A
gives the board the authority to retain outside counsel if and when
necessary for whatever reason.
B is a completely different topic. It's the fact that we shall
conduct an annual review of the performance of the general counsel.
So is this too confusing?
>> DR. MEREDITH HAY: No, for me, we already have, item A, we
already have that authority. We don't need to put it in bylaws.
Item B is not appropriate at all. I think the whole article needs to
be scrapped.
>> MS. CATHERINE RIPLEY: Well, wasn't this already in our
bylaws?
>> DR. MEREDITH HAY: No, it's a new article.
>> MS. CATHERINE RIPLEY: Oh, it's a brand new article. Well,
yeah, I'm looking at it right now. Sorry.
It just went without saying we can retain our own counsel at any
time?
Board Member Clinco, you have a remark?
>> MR. DEMION CLINCO: Yeah, I just wanted to clarify I'm in
agreement with Dr. Hay's position. I think this article should be
stricken.
>> MS. MARIA GARCIA: Well, I think that we need it, because,
well, somehow, maybe it's not through this process, but I think we
should evaluate how the general counsel is representing us. I think
that's important.
>> MS. CATHERINE RIPLEY: Any other comments? Questions or
remarks? Mary Ellen?
>> MS. SIMONSON: No. I think, Ms. Garcia, do you want to make
any changes here? We have already discussed earlier that the board
does of course always have the right to retain independent counsel.
So do you still believe that you want the board to vote in June
on subsection A?
>> MS. MARIA GARCIA: Yes.
>> MS. SIMONSON: And it sounds like you also would like to
retain subsection B for a vote?
>> MS. MARIA GARCIA: Mainly B. If we could put B somewhere
else, and as Dr. Hay said that she, that it's not appropriate, then I
think that maybe perhaps we can readdress that, you know, or maybe
the chancellor can give us something on that.
>> MS. SIMONSON: Is the chancellor still with us here? No.
>> MS. CATHERINE RIPLEY: Board Member Gonzales?
>> MR. LUIS GONZALES: I agree with the B. I think it should be
removed. It shouldn't be there. Just remove it.
>> MS. SIMONSON: Are you fine with that, Ms. Garcia? If we just
remove this particular article and maybe rethink to some extent for
some other time period or some other purpose subsection B?
>> MS. MARIA GARCIA: I will agree with that.
>> MS. SIMONSON: Okay. All right.
>> MR. LUIS GONZALES: Good.
>> MS. SIMONSON: Thank you, Mr. Gonzales.
Then moving on to the next section, proposal, is Article XV. We
are at the next-to-last one here.
This does seem like, my recommendation, bottom line to Ms. Garcia
was to defer this proposed revised bylaw in favor of the above
approach, which basically is, you know, the whole law in Arizona and
federally on whistleblower issues is extremely complex.
So I gave you an example in that link of what Maricopa Community
College does. They have a very lengthy whistleblower protection
policy.
So this really is not, in my view, an appropriate bylaw to the
extent that when you get to your policy revisions or any revisions in
your policy, you may want to have a more substantive approach in your
policies, but I don't think this legal issue belongs in your bylaw,
and it certainly is so complex that I think doing something too
simplistic is kind of dangerous, because you have a very specific
statute in Arizona that has very complicated ramifications.
So I would recommend, and I don't know after some thought,
Ms. Garcia, if you agree with just deferring this to another time.
>> MS. MARIA GARCIA: I will agree to that, because as you said,
it is rather complicated, and, yeah.
>> MS. SIMONSON: Okay.
>> MS. MARIA GARCIA: We want to do the right thing.
>> MS. SIMONSON: Great. Anybody have any disagreement with
that?
>> MR. LUIS GONZALES: No.
>> MS. SIMONSON: So then we get to the very last one. Article
XVI, vice chancellors. I have quite a bit of discussion there that
Ms. Garcia and I had.
So I think that the bottom line here to me is because you have a
very clear policy in BP 1.05, the delegation of authority to the
chancellor, which very broadly states there what the authority is
that the board has delegated to the chancellor, and broadly speaking,
it is the day-to-day operations and decision-making of the operation
of the college.
This would seem to me to fall into that, and so you certainly
wouldn't want -- this, meaning the decision by the chancellor on an
operational basis, if he or she is not able to be present, who should
take over the responsibility in the chancellor's absence. That seems
to me to be a discretionary operational decision by the chancellor
and is very consistent with your current bylaws.
So I would say that this is one where you would most likely want
to really rethink subsection A.
Ms. Garcia, I don't know, after some consideration, I know at the
end of our discussions you were going to think about a number of
things, are you comfortable with that, with eliminating subsection A?
>> MS. MARIA GARCIA: I'm not. I still -- you know, the
hierarchy of the college is the chancellor, the provost, and then it
would be Dave Dori.
The fact that we got a chief of staff, I mean, really the provost
is the one that understands and is aware of the faculty and the staff
and what's happening more directly. I think it's disrespectful -- if
the provost couldn't attend a meeting or something like that, you
know, she should be able to, because isn't the provost supposed to be
the person that if anything happened to the chancellor, she would be
the next in line or he to lead the college?
Isn't it to mentor them? So why would you put somebody else in
to take responsibility for the chancellor when he's not here?
Only if and when that person is not available, or maybe if that
person didn't have the expertise in that area, then I would agree
with that, that he could appoint somebody else.
It should always go to the provost. So I will leave it open for
you guys to give your opinion.
>> MS. CATHERINE RIPLEY: Thank you. This is an interesting
proposal, because again, I go back to this fairness and just, I don't
think it's a matter of fairness or justness. It's a matter of who is
the right person in the absence of the chancellor, for whatever
reason, to step up for anywhere between a day and weeks perhaps.
But technically speaking, the provost is the head of the academic
mission of the school, whereas, for instance, you mentioned the
president of campuses is basically in charge of just that, the people
and the campus, the facilities, the maintenance, and basically the
overall day-to-day, doors-open, lights-on functioning of the school.
So it's really a matter of who is best situated overall to have
oversight and responsibility and accountability and authority for
taking over these jobs. It's a big job.
But that's all I wanted to say about that. I would like to open
it up, looks like I'm not sure who went first, Dr. Hay or Board
Member Clinco. Dr. Hay?
>> DR. MEREDITH HAY: I will take a stab at this. First of all,
I need clarification, Mary Ellen. Is this a new article or an
existing article?
>> MS. SIMONSON: Yes, everything in red is the new one.
>> DR. MEREDITH HAY: I suggest we strike it entirely. I don't
think it's necessary or required, especially at Pima College when we
have it pretty explicit in the policy handbook about delegation of
authority upon the chancellor's absence. I don't think it's
necessary at all.
It is not, Ms. Garcia, the same as full four-year universities
where the executive vice president has duties as assigned in the
chancellor's absence, but that's explicit to each institution.
Here, the chief academic officer is not the appropriate
necessarily person to take on the duties unless the chancellor deems
it so. So I think this is not necessary, and I suggest we strike the
whole article.
>> MS. CATHERINE RIPLEY: Board Member Clinco?
>> MR. DEMION CLINCO: I would just say again, I think tinkering
with the authority of the chancellor to try to make decisions when he
is gone, in his absence, tying the hands of the administrators and
leadership is not appropriate. I would agree that striking the
article is the way to go in this particular case.
>> MS. CATHERINE RIPLEY: Thank you. Chancellor Lambert?
>> DR. LEE LAMBERT: Just wanted to clarify for everybody. First
of all, our current approach to this has not been a problem. So what
I usually do is I rotate with the provost, the president of campuses,
and our executive vice chancellor for finance and administration.
Sometimes one or more of them are not available. So I go to the
other person. Again, it's not been an issue internally, because when
I know I'm going to be gone, one of them is tapped to be in that kind
of acting role, if you will. And you saw that happen last week where
I had Dr. David Dori step in in my shoes to do the board meeting.
In the past I have also had the provost do that, if memory serves
me correct. So again, unless there is a problem you think you're
trying to solve, I don't know that there is a problem to be solved
here.
>> MS. MARIA GARCIA: I will meet with you separately and talk
about this.
>> DR. LEE LAMBERT: I'd be glad to do that.
>> MS. CATHERINE RIPLEY: I thought I saw another hand up but it
looks like it went down.
>> MS. SIMONSON: Okay. And so, Ms. Garcia, just sticking with
subsection A here, are you content to, based on particularly what the
chancellor just said, that he sometimes rotates this with the provost
and so forth, are you content to drop this now and just have a
meeting with him to express whatever points you need to?
>> MS. MARIA GARCIA: I don't want to drop it, but I will still
meet with him to discuss it.
>> MS. SIMONSON: Okay. All right.
And then moving to subsection B, just so we deal with that
separately, initially you had added the language that included the
word "recommend," the chancellor shall recommend to the board prior
to the appointment, et cetera.
For the reasons that are mentioned in the comment there, you and
I discussed that the chancellor has the hiring authority, both
pursuant to his contract and both pursuant to the board policies, and
that's very standard in higher education for the president, the
chancellor, to have that authority.
So you said you would be comfortable with the word "consult" with
the board prior to the appointment of vice chancellors. That's a
very different thing than having authority or eliminating the
chancellor's authority. Just consultation, while the chancellor
would still retain the hiring authority, he would just hear from the
board.
So do you want to say anything further about that, Ms. Garcia?
Have I represented that --
>> MS. MARIA GARCIA: You have done it very well. Thank you.
>> MS. SIMONSON: So any commentary on this one?
>> MS. CATHERINE RIPLEY: Doesn't look like it.
>> MS. SIMONSON: Okay.
>> DR. LEE LAMBERT: Might I add here, again, "consult," not sure
what that exactly means in terms of timeline. So, for example, if we
are doing a competitive hiring process for a vice chancellor, and I
have to say to the person that we want to offer the job to, oh, I've
got to go consult with the board first, and it takes me two or three
weeks to talk to everybody, we may just lose the best candidate.
Jeff, correct me if I'm wrong, we addressed this issue in prior
years with the new system we put in place for, I guess in this case,
myself to inform the board of positions that we have filled, as well
as positions that have vacated.
>> MR. JEFF SILVYN: Right. So in the past, the board used to
vote on all hires, which created a host of problems, because the
names of candidates were public before that was necessarily a good
thing and it created this delay factor.
That's why we changed to the current system where the board
approves positions so the chancellor, if he wants to create a new
position, has to explain why, what the duties are, and how it fits
into the budget, but once that happens, the board delegates authority
to the chancellor to conduct the recruiting process and make a
decision.
>> MS. CATHERINE RIPLEY: Thank you. Any other comments? I
don't see any. Board Member Gonzales?
>> MR. LUIS GONZALES: It's only a comment in reference to
Article XVI here. I think I agree that we need to maybe have further
discussion on this, further discussion on this.
One of the comments that was made, I know that Mr. Lambert
mentioned that they rotated the various chancellors. Maybe in the
near future, you could give us what has been those rotations of the
chancellor's reference here, their position to fulfill your position
temporarily.
As you mentioned, the last one was Dr. Dori.
>> MS. CATHERINE RIPLEY: Chancellor?
>> DR. LEE LAMBERT: It seems like we are mixing two different
issues. A, I thought we agreed that in the case Board Member Garcia
would meet with me to talk about A.
B is a different matter altogether. I just want to make sure I
understand that these are two different things.
>> MS. SIMONSON: Mr. Gonzales, did you have any particular view
on subsection B?
>> MR. LUIS GONZALES: No. I think as was mentioned, I think
it's two different matters as well, too. But I think Ms. Garcia will
inquire, as she mentioned a while ago, with you, Chancellor,
reference to what can be, for further discussion between you guys.
Thank you.
>> DR. LEE LAMBERT: Okay.
>> MS. MARIA GARCIA: Just one more comment on B.
I know that the chancellor has talked about trying to fill
positions. But I would think that if we are being responsible, we
would like to know who's being considered. It wouldn't take more
than a week or two, even if you were to send us an e-mail and we
would keep it private, we wouldn't disclose who was being considered.
I think that could happen. I think you could work with us on
that.
>> DR. LEE LAMBERT: So I don't have a problem with that. In
fact, the last time I made movement I sent all of you an e-mail to
that point that you just made.
So once I have everything sorted out, then I will send you an
e-mail, all of you an e-mail, that this is my plans.
But I also just want to caution all of you. I go to meetings
where a lot of my colleagues lament having a hard time finding people
as well as a hard time keeping people. We have been very fortunate
at Pima. We don't have a lot of movement, and we seem to have been,
you know, I don't want to say immune, but we have kind of navigated
this a little better than a lot of other places.
I want us to just realize that things move quickly. There is a
lot of vacancies out there. When we have talented individuals, I
want to keep those talented individuals here at the college and not
have them go somewhere else.
It's shame on us if we do not act quickly enough, and then we
lose talent because of a process versus, you know, having a good
outcome.
>> MS. CATHERINE RIPLEY: Dr. Hay?
>> DR. MEREDITH HAY: Yeah, I would just say any such
conversations between the chancellor and the board regarding hiring
of senior executive officers would be happening in executive session
anyway, would not be sent out by e-mail, and would be under absolute
confidentiality via executive session.
This article needs to be stricken, as I have previously said.
>> MS. CATHERINE RIPLEY: Thank you. Board Member Garcia?
>> MS. MARIA GARCIA: No, I'm down.
>> MS. CATHERINE RIPLEY: I don't see any other comments.
Mary Ellen?
>> MS. SIMONSON: Well, just so we have the proper guidance here,
I think I asked you, Ms. Garcia, whether you still wanted to pursue
subsection A for a board vote in June, and I think you said yes.
Correct?
>> MS. MARIA GARCIA: Correct.
>> MS. SIMONSON: Do you still want to pursue for a public vote
subsection B?
>> MS. MARIA GARCIA: Yes.
>> MS. SIMONSON: Okay. So maybe you and I can work on -- we can
have a separate conversation about whether there is any way to
restructure some of the language.
Chancellor, on subsection B, it sounds like you already consult
with the board in executive session before you --
>> MR. LUIS GONZALES: No.
>> DR. LEE LAMBERT: Not always, but like I said, my last time,
it's always under that cloak, right? I sent an e-mail to all the
board members, here's my planned changes as relates to top-level
administrators.
And I'm getting ready to do something similar probably in another
few weeks. But I'm not there yet.
>> MS. SIMONSON: So just on B, just so we can kind of get the
proper guidance here, do you have any objection to consultation and
including that within the bylaws?
>> DR. LEE LAMBERT: My thing is I will inform the board. I just
don't want to be held up to making a decision till after
consultation.
>> MS. SIMONSON: Okay.
>> DR. LEE LAMBERT: I mean, obviously it's the board's decision,
but just know the risk if I have to wait until I consult, we could
lose candidates, and it is -- you know, it's hard out there, more
than what people realize.
We, like I said, have been very fortunate. But I can take you to
some colleges where they still can't find HR or IT people. They are
having a hard time, even when they fill something, people are just
not as experienced.
We have been fortunate so far.
>> MS. SIMONSON: Okay. All right. That's helpful.
Maybe I will talk with Mr. Silvyn after this on this particular
aspect so that if it's going to go to a board vote in June, as
Ms. Garcia intends, we might be able to come up with something that
might be more appropriate. But I will have a sideline conversation
with Mr. Silvyn on that.
Is that okay, Jeff?
>> MR. JEFF SILVYN: Sure.
>> MS. SIMONSON: Good. I think we are at the end of our session
here. Remarkably, it is 6:00.
>> DR. LEE LAMBERT: 6:00.
>> MS. SIMONSON: So I want some credit here for the last two
meetings. We finished on time (laughter).
>> DR. MEREDITH HAY: Good job, Mary Ellen. Way to go.
(Applause.)
>> MR. LUIS GONZALES: Thank you, Mary Ellen.
>> MS. MARIA GARCIA: I just want to thank you for consulting
with me and going through and having the patience. Thank you so
much. You have done a great job.
>> MR. LUIS GONZALES: Thank you.
>> MS. MARIA GARCIA: I really appreciate it
>> MS. SIMONSON: Thank you very much. And I'm really kidding
about giving me credit. You're all wonderful. You zipped through
these. I think the dialogue was very good.
It's been a pleasure working with you, and Katie and I will get
you the totality of the proposed bylaws well in advance of the May
27th deadline so that you have them in plenty of time to look at
before the June meeting.
Thank you very much.
>> MS. CATHERINE RIPLEY: Thank you so much, and thank you,
everybody, for joining in, tuning in, and most importantly, thank
you, Mary Ellen and the board for taking the time to do your
homework, study, and get to this point where we can publish our
bylaws by the June meeting.
With that, if there are no other comments, this study session is
now adjourned.
Thank you.
(Adjourned at 6:02 p.m.)
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