Minutes of Meetings of the Board of Trustees of State University of New York August 1, 2012 The Board of Trustees of the State University of New York met on August 1, 2012 at 12:00 p.m. at the State University of New York, College of Optometry, New York, New York, pursuant to calls sent by the Office of the Secretary of the University on July 26, 2012. August 1, 2012 12:00 p.m. Trustees present: Chairman McCall, Dr. Fatta, Dr. Good, Mr. Hunt, Mrs. Lewin, Mr. Murad, Mr. Rea, Ms. Sanford, Mr. Socarides, Mr. Staller, Mrs. Warren-Merrick Trustees Present via video: Dr. Ehrenberg (Ithaca), Dr. Dullea (Athens, GA) Trustees absent: Mr. Belluck, Dr. Lichtman, Dr. O’Brien, Mr. Spielvogel Also present: Chancellor Zimpher, Mr. Howard, Mr. Hutzley, Dr. Lavallee, Ms. Loturco 1. CONVENING OF PUBLIC MEETING Chairman McCall convened the Public Meeting at 12:00 p.m. which was held at the State University of New York, College of Optometry, New York, New York. He called for a roll call of Trustees participating in the meeting. It was noted there were thirteen members participating, including one non-voting member in person, and two trustees participating via video from Ithaca, NY and Athens, Georgia. He then declared a quorum. 2. CONVENING OF EXECUTIVE SESSION At 12:02 p.m., Chairman McCall called for an Executive Session under provisions of Section 105 of Article 7 of the Public Officers Law, as follows: (1) (d) "discussions regarding proposed, pending or current litigation"; (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 Mr. Rea, seconded by Mrs. Warren-Merrick, it was unanimously agreed to convene an Executive Session for the purposes specified by Chairman McCall. Chairman McCall recessed the Executive Session at 12:57 p.m. 3. RECONVENING OF PUBLIC MEETING At 1:00 p.m. Chairman McCall reconvened the Public Meeting, which was held at the State University of New York, College of Optometry, New York, New York. No action was taken during Executive Session. Trustees present: Chairman McCall, Dr. Fatta, Dr. Good, Mr. Hunt, Mrs. Lewin, Mr. Murad, Mr. Rea, Ms. Sanford, Mr. Socarides, Mr. Staller, Mrs. Warren- Merrick Trustees Present via video: Dr. Ehrenberg (Ithaca), Dr. Dullea (Athens, GA) Trustees absent: Mr. Belluck, Dr. Lichtman, Dr. O’Brien, Mr. Spielvogel Also present: Chancellor Zimpher, Mr. Howard, Mr. Hutzley, Dr. Lavallee, Ms. Loturco, Dr. Williams 4. Appointment of Dr. John F. Williams as President of Downstate Medical Center Chairman McCall began by inviting the Chancellor to present the candidate and to put forward her recommendation for the appointment of the new President of Downstate Medical Center, Dr. John F. Williams. Chancellor Zimpher introduced Dr. Williams to the Board of Trustees and expressed her gratitude to Dr. Ian Taylor for his service in assuming the role of SUNY Downstate Medical Center’s Officer-in-Charge since June 2012. She then gave her highest recommendation to Dr. Williams for the appointment as President of Downstate Medical Center. She commended him for his many qualifications, his aptitude and willingness to give back to his community despite the challenges he might face in this new role. Chairman McCall then invited Mr. Howard to present the resolution appointing Dr. John F. Williams as President of Downstate Medical Center to the Board for approval. Upon motion of Trustee Rea, seconded by Trustee Lewin, the following resolution was approved by affirmative votes from all present. Resolved that the appointment of Dr. John F. Williams as President of Downstate Medical Center, at an annual State salary of $350,000, and annual compensation from other sources in the amount of $300,000, for a term commencing on or about August 20, 2012 and ending August 20, 2014, be and hereby is, approved. Dr. Williams will also be eligible during this term for two merit pay bonuses, up to $25,000 each, after the conclusion of nine and eighteen months of service respectively, with amounts to be awarded in the discretion of the Chancellor, pursuant to goals and objectives that will be discussed and mutually agreed with him in advance of each period, which will be payable from non-State funds. Downstate Medical Center will also provide Dr. Williams with temporary housing directly, or will pay Dr. William’s actual and reasonable housing costs, not to exceed $80,000 annually, and will provide Dr. Williams use of a campus vehicle as needed. (2012-050) Chairman McCall then invited Dr. Williams to say a few words. Dr. Williams thanked the Chancellor, the Chairman and Board of Trustees for the opportunity to serve his community. He acknowledged the challenges of this new position, yet was optimistic and recognized that with the support of a Board, the faculty at Downstate and his team, he will bring Downstate Medical to a better state. He indicated his goal is to get the institution to the tipping point of stability and success, and acknowledged that it may take five to ten years to complete this goal, but he wants to get the institution to a revived state. He also expressed how pleased he was to be back in his hometown, and the importance of this institution not only to Brooklyn but also the City of New York and New York State. He then pledged to revive Downstate Medical Center. The Chairman then indicated that during discussions with Dr. Williams, it was made clear that one of his roles as President of Downstate Medical Center was not only to revitalize Downstate Medical Center but to develop a new model for delivering health care and medical education to an undeserved community. The Chairman, on behalf of the Board of Trustees, expressed his support and confidence in what he will do to provide health care and medical education for the future. 5. ADJOURNMENT There being no further business, upon motion of Ms. Sanford, seconded by Mr. Rea, the meeting was adjourned at 1:15 p.m. 18 Board of Trustees -4- August 1, 2012 Meeting minutes