1. Welcome

Ed Flippen welcomed Commission members to the meeting and introduced the Honorable Wilbert Bryant, Secretary of Education. Secretary Bryant made a few opening remarks in which he highlighted several Virginia colleges and universities just listed in the annual U.S. News and World Report college rankings. He also summarized Governor Gilmore’s expectations for members of the boards of visitors.

Elizabeth McClanahan introduced the Honorable Robin Miner, Deputy Secretary for Education.

2. The Players and Their Roles: Governance of Higher Education in Virginia

Deputy Secretary Miner provided a brief overview of the governance structure in Virginia higher education. She commented on the role of the major players and their respective agencies. She highlighted the role of the Governor, the General Assembly, the Attorney General, the Secretary of Education, the Council of Higher Education, Boards of Visitors, and other cabinet secretaries and agencies.

During the discussion Deputy Secretary Miner reminded commission members that the statutory authority of the boards of visitors differed by institution and that the statutes failed to speak directly to board authority for the curriculum.

There was some interest expressed in examining the statutory differences and differences that may also exist in the by-laws of the various boards.

She also reminded commission members of Executive Order 28, which outlines the legislative process for agency heads (including college and university presidents).

Several commission members thought it might be helpful for there to be a specific list of responsibilities that would be common for all boards.

3. What is Responsible Stewardship? : A Panel Presentation

Walter Kucharski, State Auditor for the Commonwealth of Virginia, reviewed the fiscal responsibilities of trustees and discussed the differences between the general fiduciary responsibilities in public and private institutions. He also identified how trustees could go about defining and controlling various fund categories and urged trustees to define the institution's business relationship with other agencies carefully.

Elizabeth Kaming from the College Council at SUNY Empire State College reviewed the process of selecting a president. She made the following recommendations:

• Organize early
• Use a small committee (7-8 members)
• Designate a trustee as the chair of the selection committee
• Set time limits in the search process
• Rely on the talents of the search committee
• Develop a presidential profile (selection criteria)
• Determine where you will look (public vs. private sector)
• Develop and use a screening process to reduce the applicant pool
• Determine the protocol for checking references
• Determine how finalists will be identified (consensus vs. majority vote)
• Develop an interview plan that will allow the freedom to engage the candidate
• Determine the location of the interviews (off campus vs. on campus)
• Develop decision criteria for making final selection

Victoria W. Jones, a manager from Price Waterhouse & Coopers, discussed fund accounting and made the following observations and suggestions:

• Fund accounting for non-profits is different than the reporting processes used in the private sector.
• Boards should be able to assess the financial strengths and weaknesses of their institution.
• Boards should use be involved in planning strategically.
• Boards should develop budgets that help them reach the goals outlined in the strategic plan.
• Boards should receive audited financial statements.
• Boards should review the auditor's recommendations attached to these statements carefully.
• Boards should request and review interim reports developed by the institution.
• Boards should set up a process through which progress on the auditor's recommendations will be followed.
• Boards should receive other financial data in a timely fashion. This would include enrollment data and student demographic trends.

Dr. Jerry Martin suggested that trustees generally feel that they cannot interfere in academic matters. When trustees make inquiries they are often told that the faculty's academic freedom cannot be violated. Dr. Martin argued that freedom of speech is different than academic freedom and that the classroom is not the same as a public forum.

At the same time, Dr. Martin suggested that trustees should not be too prescriptive. Shared governance requires that faculty and staff be involved in the process. Higher education encourages creativity through its highly decentralized organizational structure.

He suggested that:

• Boards need to be well informed.
• Active committees must be used. A board meeting only as a whole cannot be effective.
• Boards should set their own proactive agenda.
• Boards should not approve anything they do not understand or that doesn't make sense.
• Boards should oversee academic affairs.
• Boards should receive training.
• Boards should have access to their own handbook.
• Boards should work to make their meetings more open.

Mr. Ed Flippen, Commission Chairperson, reviewed how the Board of Visitors at Virginia Commonwealth University reports the flow of funds between the university and its foundations. He suggested that universities should think more carefully about the gifts they accept. If a gift causes tuition or other fees to go up, then maybe the gift should not be accepted.

In the discussion that followed the presentations, commission members expressed concern about how much information trustees received. Some felt that presidents and their staff were not as forthcoming as they should be, especially when questions were raised about foundations.

4. Where the Buck Stops: Legal Responsibilities of Boards of Visitors

Ashley L. Taylor, Deputy Attorney General and Jerry Kilgore, Board Member for the Virginia Community College System made several comments about the legal responsibilities of trustees.

Mr. Taylor referenced Title 23 of the Code of Virginia and reviewed the appointment process. He also reviewed "qualified immunity" as a legal theory and reminded commission members that individual trustees can be held liable for their actions if they do not fulfill their fiduciary role in an appropriate manner. Mr. Taylor concluded his remarks by discussing state action and the Freedom of Information Act (FOIA) and their applicability to trustees on public boards.

Mr. Kilgore offered these tips to visitors:

• Remember that you are one of a group.
• You represent and speak on behalf of the institution.
• Follow your procedures.
• Resist intervening in matters on your own.
• Know your statutory authority and by-laws.
• Seek independent sources of information.
• Ask questions and be active.
• Set policy.
5. Lunch - Remarks by President Paul Torgersen

   President Torgersen reviewed several technology initiatives at Virginia Tech.
   

6. Boards of Visitors: Stewards of Public Resources and Representatives of the Public Interest

Candace deRussy suggested that serious problems exist in higher education: (a) the curriculum has been watered down, (b) admission standards have been lowered, and (c) teaching loads have been reduced. As a result there is less support and more suspicion.

She suggested that higher education must reorder its priorities and made the following recommendations:

• A more robust curriculum must be reinstated.
• True college-level admission standards must be reinstated.
• Comprehensive exit exams must be instituted.
• Capricious campus governance must be eliminated.
• Faculty must become better stewards of student learning.
• Presidents must take the high road in restoring high standards.
• Board members must be selected for their skills and activism.

With respect to boards of trustees, she suggested that:

• Trustees must receive training.
• Trustees must be willing to give sufficient time to the task.
• Trustees must have access to all data.
• Trustees must be willing to hold presidents accountable.
• Trustees must be willing to become involved in academic affairs.
• Trustees must require that course syllabi be posted on the web as consumer information.
• Trustees must trim administrative growth.
• Trustees must provide incentives for good teaching.
7. What Do Boards Need to Succeed? : A Panel Presentation - 2:15 p.m. - 4:00 p.m.

Mr. Champ Clark, Member, University of Virginia Board of Visitors, suggested that it was most important for trustees to know their policies and know where to find them. He reviewed the process he used to place UVA policies on disk.

Mr. Paul C. Jost, Member, College of William & Mary Board of Visitors, suggested that trustees be assertive when raising questions and requesting information. He reminded commission members that boards of visitors were supervisory boards, not advisory. He also suggested that initiatives such as the Council of Visitors and statewide training for trustees were steps in the right direction.

Jennifer H. Whyte, Member, Mary Washington College Board of Visitors, suggested that board structure is an important issue. The structure should support the mission of the institution and the productivity of the Board.

Steven Stratton, Immediate Past Student Representative, Longwood College Board of Visitors, suggested that trustees should understand the college environment and get a wide perspective about issues. He also suggested that trustees should work hard to dispel myths about boards of visitors (i.e., visitors don't care about students, visitors only care about the financial bottom line).

Danny Axsom, Past President of the Faculty Senate of Virginia, suggested that better communication between the boards and the faculty would improve the decision making process. He reviewed a proposal made to the Commission and SCHEV that asked both groups to support placing a non-voting faculty member on each board of visitors.

In the discussion that followed, questions were raised about the nature of trustee orientation and training. Commission members expressed an interest in knowing what other states were doing and if states made such training mandatory.

8. Seven Principles of Effective Boards

Ms. Phyllis Krutsch summarized her research on effective boards of trustees. She offered seven recommendations:

• Effective boards understand that they are policy makers.
• Effective boards recognize that hiring and evaluating the president is their most important task.
• Effective boards focus their attention on big picture issues and vital questions.
• Effective boards understand that being well informed is the key to good policy making.
• Effective boards must have active and effective leaders in key positions.
• Effective boards have an organizational and meeting structure that focuses on important issues.
• Effective boards recognize that communication on a variety of fronts is essential.
9. Concluding Comments and Administrative Matters

Mr. Flippen reminded everyone that the next Commission meeting would be held on September 28 at Old Dominion University. He also announced that the location of October 20 meeting had not yet been determined.

Posted: September 9, 1999
By The Educational Policy Institute of Virginia Tech
sjanosik@vt.edu