STATE UNIVERSITY OF NEW YORK Minutes of Meetings of the Board of Trustees of State University of New York January 11, 2011 (Subject-to-Correction) The Board of Trustees of State University of New York met on January 11, 2011 at 9:30 a.m. at the SUNY Global Center, Global Classroom, New York, New York pursuant to calls sent by the Office of the Secretary of the University on January 3, 2011. January 11, 2011 9:52 a.m. Trustees present: Mr. Hayden, Chairman; Mr. Belluck; Ms. Gondar; Mr. Hunt; Mrs. Lewin; Dr. Lichtman; Mr. McCall; Mr. Murad; Dr. Noguera; Dr. O’Brien; Ms. Sanford; Mr. Spielvogel; Mr. Staller; Ms. Warren-Merrick Trustee present via video in Ithaca: Dr. Ehrenberg Trustees absent: Mrs. Audi; Dr. Wachsman Also present: Chancellor Zimpher; Dr. Lavallee; Mr. O’Connor; Ms. Rimai 12:08 p.m. Trustees present: Mr. Hayden, Chairman; Mr. Belluck; Ms. Gondar; Mr. Hunt; Mrs. Lewin; Dr. Lichtman; Mr. McCall; Mr. Murad; Dr. Noguera; Dr. O’Brien; Ms. Sanford; Mr. Spielvogel; Mr. Staller; Ms. Warren-Merrick Trustee present via video in Ithaca: Dr. Ehrenberg Trustees absent: Mrs. Audi; Dr. Wachsman Also present: Chancellor Zimpher; Dr. Lavallee; Mr. O’Connor; Ms. Rimai January 11, 2011 1. CONVENING OF PUBLIC MEETING Mr. Hayden convened the Public Meeting at 9:52 a.m. which was held in the Global Classroom at the SUNY Global Center in New York City. He thanked everyone for attending this meeting and stated that due to the inclement weather, the meeting is starting earlier than scheduled. John O’Connor stated that a public notice has been issued regarding the earlier start time. Mr. Hayden also stated that any formal action that is required will be deferred until after the originally posted started time of the meeting. Chairman Hayden noted that Trustee Ehrenberg is participating via video conference from Ithaca and that the meeting is being web cast. Mr. Hayden informed the members that Trustee nominee James Haddon’s appointment process was not completed during Governor Paterson’s administration and unfortunately, the nomination lapsed. He went on to say that this doesn’t mean that Mr. Haddon may not be re-nominated, but that has not been determined. Chairman Hayden also said that Mr. Haddon cares profoundly about the State University and we want to keep him involved in whatever capacity we can. The Chairman stated that they had a successful series of committee meetings yesterday and this morning and a dinner last evening. Mr. Hayden stated that in Executive Session today, the Board would conduct three interviews for senior positions at the State University, discuss the Chancellor’s self evaluation, receive an update on legal matters and presidential searches, and review proposed honorary degrees. Mr. Hayden said during Public Session, the Board will vote on the consent agenda, review and act on important budget and financial matters, as well as celebrate the 40th anniversary of Empire State College. The Chairman stated that he had the privilege along with Trustee Lewin to represent the Trustees on two occasions; they attended the funeral of former Trustee Arnold Gardner, a very committed and effective SUNY Trustee for 19 years, and that he and Trustee Lewin had the pleasure of participating in the awarding of an honorary degree by SUNY Potsdam and the Crane School of Music to Wynton Marsalis. 2. CONVENING OF EXECUTIVE SESSION At 9:59 a.m., Mr. Hayden called for an Executive Session under provisions of Section 105 of Article 7 of the Public Officers Law, as follows: S (1) (d) "discussions regarding proposed, pending or current litigation"; S (1) (f) "the medical, financial, credit or employment history of a particular person or corporation, or matters leading to the appointment, employment, promotion, demotion, discipline, suspension, dismissal or removal of a particular person or corporation." Upon motion of Ms. Warren-Merrick, seconded by Ms. Sanford, it was unanimously agreed to convene an Executive Session for the purposes specified by Mr. Hayden. Mr. Hayden recessed the Executive Session at 12:08 p.m. 12:08 p.m. 3. RECONVENING OF PUBLIC MEETING On January 11, 2011 at 12:08 p.m., Mr. Hayden reconvened the Public Meeting, which was held in the Global Classroom at the SUNY Global Center in New York City. Mr. Hayden began the Public Meeting by acknowledging campus Presidents Dennis Hefner from College at Fredonia, Anne Marie Murray from Herkimer County Community College and Alan Davis from Empire State College and thanking them for attending the meeting. Chairman Hayden noted again that the meeting is being web cast and that Trustee Ronald Ehrenberg is participating via video from Ithaca. He also stated they concluded their Executive Session where they interviewed three candidates for key positions at the State University, reviewed SUNY searches and discussed other personnel matters. Mr. Hayden then asked for a moment of silence for two distinguished individuals that passed away recently, who contributed greatly to the work of the State University of New York and to higher education in our State. He said that Arnold Gardner, a former Vice Chairman of this Board, was a distinguished graduate of the University at Buffalo as well as an outstanding supporter of education. Mr. Hayden also stated that Arnold Amell was a graduate of College at Plattsburgh and Chair of the Plattsburgh College Council. Chairman Hayden said that Mr. Amell served Plattsburgh for six decades in many volunteer roles, was a member of the College Council for two decades and often joined Board meetings as President of the Association of Council Members and College Trustees. The Trustees then observed a moment of silence. 4. RESOLUTIONS Mr. Hayden stated that they will first review resolutions concerning appointments recommended by Chancellor Zimpher. Chancellor Zimpher began by recommending that Richard Carreno be appointed as interim president at SUNY Morrisville while a search is undertaken for a successor to President Ray Cross. She stated that Ray Cross will be sorely missed and they are delighted that Richard Carreno has agreed to have his name in nomination as interim president of the Morrisville campus. The Chancellor said that Richard Carreno has served Morrisville in many roles for over 35 years, is respected by the college campus and the college council, and pending Board approval, she looks forward to working closely with him. Appointment of Richard Carreno as Interim President at the State University of New York College of Agriculture and Technology at Morrisville Upon motion of Mrs. Lewin, seconded by Ms. Warren-Merrick, the following resolution was unanimously approved. Resolved that the appointment of Richard J. Carreno as Interim President of the State University of New York College of Agriculture and Technology at Morrisville, at a State salary of $172,000 effective January 13, 2011, be and hereby is, approved. This appointment will continue until September 1, 2011 or until such time as the Board of Trustees, by resolution, appoints a successor, whichever is later. (2011-001) Chairman Hayden welcomed Dr. Carreno and asked him to say a few words. Dr. Carreno said that he was pleased to have the opportunity to serve the institution that he has been involved with for 35 years and is excited about moving forward to implement the strategic plan that has been laid out for the University. Chairman Hayden stated that the second candidacy calls for the appointment of Robert Haelen as Vice Chancellor for Capital Facilities and asked Chancellor Zimpher to present the resolution. Chancellor Zimpher stated that Robert Haelen has been a valuable resource since 1989, served in many roles in the Construction Fund, worked closely with Phil Wood, and is ready to assume the leadership role for the Construction Fund. Trustee McCall stated that as Chair of the Construction Fund, he is pleased that Robert Haelen is ready to assume this leadership role. Appointment of Robert Haelen as Vice Chancellor for Capital Facilities Upon motion of Ms. Sanford, seconded by Mr. McCall, the following resolution was unanimously approved. Resolved that Robert Haelen be, and hereby is, appointed Vice Chancellor for Capital Facilities at an annual salary of $210,000, effective December 20, 2010. The State University Construction Fund will reimburse SUNY 50% of Mr. Haelen’s salary. (2011-002) Chairman Hayden asked Robert Haelen to say a few words. Mr. Haelen thanked Chairman Hayden, Chancellor Zimpher, members of the Board, and members of the Executive Committee staff for their confidence and for the opportunity to take on the challenges that lie ahead with progressing SUNY’s capital program. Mr. Hayden then moved to the appointment of William F. Howard as General Counsel to the University and called upon Chancellor Zimpher. Dr. Zimpher recalled Mr. Howard’s background and said that he was previously a General Counsel for the School of Medicine at Washington University; he was General Counsel for George Washington University and an Assistant Attorney General. Appointment of William F. Howard as Vice Chancellor and General Counsel Upon motion of Mr. Murad, seconded by Dr. Lichtman, the following resolution was unanimously approved. Resolved that William F. Howard be, and hereby is appointed Vice Chancellor and General Counsel of the State University of New York; and be it further Resolved that Mr. Howard will be compensated at an annual salary of $250,000, effective March 1, 2011, with an initial minimum appointment of two years. (2011-003) Mr. Hayden asked Bill Howard to say a few words. Mr. Howard thanked Chairman Hayden and Chancellor Zimpher and stated that he is very excited to be able to join this wonderful team starting with the Board and the other senior officers and presidents here today. 5. CHAIRMAN’S REPORT Chairman Hayden began his report by saluting Governor Elect Andrew Cuomo on his State of the State Address and in particular, his decision to single out the State University of New York in his remarks. He said that the Chancellor has unified SUNY behind a comprehensive strategic plan, The Power of SUNY, which we believe is in alignment with the Governor’s goals. Mr. Hayden reported that Chancellor Zimpher briefed the Executive Committee regarding the Strategic Plan and was pleased to be with the Chancellor and more than 200 members of the implementation and transformation teams when they met with Lieutenant Governor Duffy. He also said that the Lieutenant Governor was supportive of an expanded role for SUNY in the economic revitalization of the State of New York. 6. CHANCELLOR’S REPORT Chancellor Zimpher began her report by highlighting “good news items”. She stated that 11 of SUNY’s campuses were listed as the top 100 best values in public colleges in the Kiplinger’s Personal Finance Magazine. The Chancellor went on to say that we are honored to have been included in Governor Cuomo’s State of the State Address and she quoted the Governor as saying “Higher education will be the key economic driver. We look to partner with our great SUNY system, especially across upstate New York.” She also reported that as Chairman Hayden mentioned, the implementation and transformation teams hosted Lieutenant Governor Duffy and he was quoted as saying “SUNY and higher education are the key to economic turnaround in this State.” Chancellor Zimpher thanked the Board members for their support of the Strategic Plan and also thanked the Executive Committee for allowing her to report on its progress at their meeting yesterday. She went on to say that that we were invited to a hearing of the Assembly of Higher Education Committee where Provost Lavallee and Chancellor’s Deputy for the Education Pipeline and Vice Chancellor for Community Colleges, Johanna Duncan-Poitier, reported on how we are working to close the achievement gap and shared very impressive statistics about SUNY’s work. Chancellor Zimpher stated that in May, there will be a presentation to our larger state community regarding the metrics for the report card that is being developed, and in September will present an annual report on how SUNY is measuring up to these metrics. Chancellor Zimpher concluded her report by stating that on January 19, she will be giving a State of the University Address which will be a real opportunity to share with the public how we intend to move our agenda forward. 6.1 Approval of Minutes of the Board's Special Meeting Held on October 27, 2010 and Regular Monthly Meeting Held on November 17, 2010 Mr. Hayden called for a motion to approve the proposed minutes of the Board's special meeting held on October 27, 2010 and the regular monthly meeting held November 17, 2010. Upon motion of Ms. Warren-Merrick, seconded by Mr. Hunt, the proposed minutes were unanimously approved as the official minutes of the meetings held October 27, 2010 and November 17, 2010. 7. CONSENT AGENDA ITEMS Chairman Hayden then called upon Secretary O’Connor for the resolutions from the consent agenda. Upon motion of Ms. Warren-Merrick, seconded by Mr. Hunt, the following resolutions were unanimously adopted. Awarding of Honorary Degrees Resolved that the candidates for Honorary Degrees set forth in a listing which has been filed with the Secretary of the University under date of January 11, 2011 be, and hereby are, approved for conferral of such degrees on the dates and at the places specified in the listing, in accordance with the Guidelines for the Awarding of Honorary Degrees, as last amended by Resolution 90-49, dated March 29, 1990. (2011-004) College Councils Whereas recent litigation has called into question the extent of the authority of the College Councils established under section 356 of the NYS Education Law; and Whereas the exercise of the powers of the College Councils under the Education Law is subject to the general management, supervision, control and approval of and in accordance with rules established by this Board; and Whereas this Board, under Article IX of the Policies of the Board of Trustees (8 NYCRR §333.2), has delegated to campus presidents the administration of the campuses at which they serve and given presidents the power to “prepare and recommend the annual budget requests of the college and . . . report and make recommendations to the Chancellor and the Board of Trustees and the college council concerning the operation, plans and development of the college;” and Whereas sections 356 and 6004 of the Education Law authorize each College Council and the board of trustees of the SUNY College of Environmental Science and Forestry (“ESF”), respectively, to review and make recommendations with respect to “major plans” of the president of such institutions and that such major plans and recommendations shall be submitted for approval by the State University Board; and Whereas sections 356 and 6004 of the Education Law provide that the State University Board shall determine what constitutes such major plans within general definitions set forth in the statutes; and Whereas this Board previously has granted to the College Councils an explicit role in the appointment of campus presidents, the naming of building and grounds, the approval of student conduct codes and traffic and parking regulations for their campus, subject to the general supervision, management, control and approval of the State University Board; and Whereas sections 356(3)(b) and 6004(d) of the Education Law state that major plans subject to the review of the College Councils and EFS board of trustees, respectively, are generally defined to include: plans for the appraisal or improvement of the faculty and other personnel, expansion or restriction of student admissions, appraisal or improvement of academic programs and standards for the earning of degrees, expansion of institutional plants and appraisal or improvement of student activities and housing; now, therefore, be it Resolved that this Board, consistent with past practice, specifically defines major plans within the meaning and purpose of sections 356(3)(b) and 6004(d) of the NYS Education Law to include the following: --plans to close or open a branch or extension campus as defined by 8 NYCRR Part 50; --plans to eliminate, other than by administrative restructuring of existing resources, or open a school, decanal unit or other similar multi-departmental division within an institution; --plans to purchase or sell real property, other than for or by a hospital, valued at more than $50 million; --plans to construct or demolish a student residential facility; and, be it further Resolved that this Board confirms the following previously adopted resolutions granting specific powers to the College Councils: Trustees’ Resolution 97-127 (dated September 23, 1997) (appointment of campus presidents); Trustees’ Resolution 2006-21 (dated March 13, 2006) (adoption of traffic and parking regulations); Trustees’ Resolution 2010-022 (dated March 23, 2010) (naming of buildings and grounds) and Trustees’ Resolution 67-158 (dated May 11, 1967) (approval of student codes of conduct). (2011-005) Community College Capital Projects Delegation Whereas pursuant to Education Law §6304, 50% of the cost of a community college capital project is provided by the State (the “State share”) and 50% is provided by the local sponsor (the “local sponsor’s share”); and Whereas the State finances the State share either with State hard dollar appropriations (moneys appropriated for expenditure from the State Treasury without a requirement that the State be reimbursed) or with the proceeds of bonds issued by the Dormitory Authority of the State of New York pursuant to a bond financing program authorized by Education Law §6304(8) and Public Authorities Law §§1678(21) and 1680(9)-(16); and Whereas under regulations of the State University, the State share of a community college project is limited to one-half the amount of total capital expenditures for the project approved by the State University Board; and Whereas by statute and regulations of the State University, an application for bond financing of the State share of the cost of a community college project is subject to the approval of the State University Board; now, therefore, be it Resolved that the Board of Trustees delegates to the Chancellor, or designee, the approval of (i) the amount of total capital expenditures for a community college project, (ii) the financing with hard dollar appropriations of the State share of a community college project, and (iii) the application of a local sponsor for bond financing by the Dormitory Authority of the State of New York of the State share of a community college project; provided, however, that the Chancellor, or designee, shall not grant such approvals unless (i) an appropriation has been enacted for the community college project, and (ii) the local sponsor has approved the local sponsor’s share of the community college project; and, be it further Resolved that the Board of Trustees, on its own initiative, may take up any matter delegated by this resolution. (2011-006) Degree Authorization for the State University of New York College at Buffalo Resolved that the Chancellor be, and hereby is, directed to seek the authorization of the Board of Regents for the State University College at Buffalo to confer the degree of Master of Public Administration. (2011-007) 2011 Legislative Proposal (Community College Capital Costs Reserve Accounts) Resolved that the legislative proposal relating to the establishment of community college capital costs reserve accounts (copy attached) be, and hereby is, approved for submission to the 2011 Legislature. (2011-008) Authorization for Litigation – University at Buffalo, State University of New York Whereas after years of study and consultation with the University at Buffalo, the Town of Amherst adopted a Town Master Plan in January 2007 which zoned certain property adjacent to the University at Buffalo campus, which contains a University at Buffalo incubator facility, for “research and development”; and Whereas despite its Town Master Plan, on March 19, 2007, the Town of Amherst re-zoned the parcel adjacent to the campus as “commercial” and granted a special use permit to a private developer to build multi-family residential housing; and Whereas with the permission of the Attorney General, on May 16, 2007, State University filed an Article 78 proceeding to overturn the re-zoning determination on the basis that (1) it violated the Town Master Plan and (2) the Town of Amherst’s environmental review had been improperly carried out, and State University subsequently filed two companion appeals from the Town’s related determinations in the same zoning matter; and Whereas under Executive Law § 63(1), the Attorney General represents the State University in litigation and can authorize the State University to bring its own actions or proceedings without the participation of the Attorney General and, accordingly, on May 9, 2007, the Attorney General’s Office expressly consented to State University’s request to prosecute this litigation and retain its own special counsel; and Whereas the Policies of the State University Board of Trustees, provide, in relevant part, “When requested by the board of trustees or the chancellor, the university counsel shall . . . represent the university in legal actions.” This provision is, and has long been, interpreted such that, with the authorization of the Attorney General, the University Counsel may represent the State University, including through the use of private counsel who work under the University Counsel’s supervision and direction; and Whereas the University Counsel was requested to bring this action by the Chancellor’s designee at the University at Buffalo, on or about May 1, 2007. Under 8 NYCRR §333.2, the President acts as “Chief Administrator” of the University at Buffalo. The decision to proceed with the litigation was made by the University Counsel and Vice-Chancellor for Legal Affairs, to whom the Chancellor has delegated certain responsibility to make legal judgments on SUNY’s behalf pursuant to the Policies of the Board of Trustees: “The chancellor may assign to the officers, faculty and staff of the university powers, duties and responsibilities, and they shall be responsible to the chancellor and the board of trustees for the performance thereof, as well as for those powers, duties and responsibilities specifically vested in them by these policies”; and Whereas the Board of Trustees and the Chancellor were apprised from time to time of the status of the litigation by the University Counsel; and Whereas in January 2010 Judge Whelan of the State Supreme Court ruled against State University on the ground that the litigation was unauthorized, despite the aforementioned Policies of the Board of Trustees; the specific authorization of the Attorney General; and the request by the Chancellor’s designee that this litigation be brought; now, therefore, be it Resolved that the Board of Trustees hereby confirms, pursuant to its regulations and long-standing interpretation of such regulations, that the policy and procedure herein described is the State University’s policy and procedure for initiating litigation on behalf of the State University. (2011-009) Approval of Community College Capital Project Budget – Bond Financed Resolved that the application of the local sponsor of the community college identified below to the Dormitory Authority of the State of New York for financing of the State’s share of capital costs of the project identified below, being in accordance with Chapter 53 of the Laws of 2010, be, and hereby is, approved; and, be it further   Resolved that the Chancellor, or designee, be, and hereby is, authorized to approve in the name of and on behalf of the State University of New York, in accordance with Chapters 464 and 465 of the Laws of 1972, any and all executed disbursement and use agreements between each such local sponsor and the Dormitory Authority of the State of New York in support of the application of such local sponsor for capital construction financing approved herewith; and, be it further   Resolved that the Chancellor, or designee, be, and hereby is, authorized to transmit such application and disbursement and use agreements, as shall be approved pursuant to this resolution, to the State Director of the Budget for appropriate action.   ORANGE COUNTY COMMUNITY COLLEGE Resolved that the application of the Legislature of Orange County, local sponsor for Orange County Community College, to the Dormitory Authority of the State of New York for financing of the State’s share in the amount not to exceed $1,200,000 of the total capital cost of $2,400,000 for the Science, Engineering & Technology Project, being in accordance with Chapter 53 of the Laws of 2010, be, and hereby is, approved. (2011-010) Naming of Barbara and Jack Davis Hall – University at Buffalo, State University of New York Resolved that the naming of a new engineering building at the University at Buffalo, State University of New York, as Barbara and Jack Davis Hall, be, and hereby is, approved. (2011-011) 7. OTHER BUSINESS Chairman Hayden called upon Trustee Hunt to report on the Public Hearing that was held on November 17, 2010. Mr. Hunt reported that he along with Trustees Lewin and Belluck served on the panel and Marti Anne Ellermann served as counsel to the panel. He stated that there was one formal presentation by Mr. Francis Clark, Program Coordinator of the New York Public Interest Research Group (NYPIRG), and one informal presentation given by Ms. Tina Collins, Policy Analyst for the United Federation of Teachers, Alliance Charter Teachers and Staff. Mr. Hunt noted that copies of the presentations were included with the meeting materials. Chairman Hayden called upon John O’Connor to present the resolution titled Empire State College – 40th Anniversary. Upon motion of Ms. Sanford, seconded by Mr. Noguera, the following resolution was unanimously approved. Empire State College - 40th Anniversary Whereas the year 2011 marks the 40th anniversary of the founding of the State University of New York Empire State College, under the leadership of then Chancellor and future United States Commissioner of Education Ernest L. Boyer, and Whereas the College begins the celebration 40 years of innovation in teaching and learning as it embarks on its future as New York’s leading institution of open learning, and Whereas the College has been charged by Chancellor Nancy L. Zimpher to take the lead in advancing “OPEN SUNY,” one of the 18 key initiatives of the University’s Strategic Plan, The Power of SUNY, and Whereas the College’s own strategic plan Vision 2015 also calls for the expansion of education opportunities for all learners through inclusive, progressive programs and services, and Whereas the College was modeled on “open” institutions of higher education located around the world to ensure that motivated adult learners have access to college programs regardless of their geographic location or time-limiting work responsibilities, and Whereas during the last four decades, dedicated faculty and staff have steadfastly upheld the central hallmark of the College: its ability and willingness to support the individual learner; to value their acquired knowledge, and respect their personal, academic and career goals, and Whereas the College continues to provide variable ways to learn, such as independently, in small groups or face-to-face with a faculty mentor, or online; and to design degree programs that allow learners to attain their educational and career goals while also providing the flexibility for them to fulfill their personal and professional commitments, and Whereas the College pledges to continue to support the relationship between students and their faculty mentors, which is at the core of our educational philosophy and mission: to define each member of our community as a learner, encouraging and appreciating their distinctive contributions, and Whereas the College currently educates 20,000 students and now boasts more than 60,000 alumni, and Whereas the College will expand its own reach far beyond its 34 locations around the State of New York, all the states in the nation and the 50 countries around the world where its students are working and studying, and Whereas in doing so, the College, working collaboratively with other SUNY campuses, will extend the global reach of SUNY, now, therefore, be it Resolved the State University of New York Board of Trustees supports and encourages Empire State College as it takes a leadership role in advancing “OPEN SUNY,” and be it further Resolved the Board supports and encourages Empire State College as New York’s leading institution of open learning, to expand its own reach far beyond its 34 locations around the state of New York, all the states in the nation and the 50 countries around the world where its students are working and studying, and to work with other SUNY campuses to extend the global reach for SUNY, and it be further Resolved the Board of Trustees congratulates Empire State College on its history of innovation in teaching and learning and the continuation thereof, and offers support and encouragement as the college embarks on its 40th anniversary celebration. (2011-012) Chairman Hayden then called upon Chancellor Zimpher to introduce Dr. Alan Davis, President of Empire State College. Chancellor Zimpher congratulated SUNY Empire State College on its 40th anniversary and said it was a delight to work with President Alan Davis. Dr. Davis thanked Chairman Hayden and the Trustees for approving the resolution and gave a presentation on the history of Empire State College, highlighting its uniqueness and accomplishments. Chairman Hayden departed the meeting at 12:45 pm. Trustee Warren-Merrick, on behalf of Chairman Carl Hayden and her fellow Trustees, congratulated President Alan on the work his has done as well as Empire State College’s 40th anniversary. Trustee Warren-Merrick called for comments from observers. Mr. Pierre Alric, President of the Association of College Members and College Trustees reported that they have reconstituted the Association’s Board of Directors and he is pleased to have representatives from 26 campuses to date. He stated that this will increase communication, engagement and advocacy. Mr. Alric concluded by extending an invitation to Board members to the reception the Association is hosting following the Chancellor’s State of the University Address. 8. ADJOURNMENT There being no further business, the Public meeting was adjourned at 12:56 p.m. 18 Board Minutes -8- January 11, 2011