Okay, it is my pleasure to be able to start
this meeting. I’m going to go ahead and call our meeting to order. And as a first step
in this inaugural meeting one, let me thank everyone for being here. We are thrilled to
see you here. I have the distinct pleasure of being able to introduce the man responsible
for this remarkable vision in higher education for the State of Tennessee, Governor Haslam.
Governor Haslam has done, in a very brief period of time, some innovative, nationally-innovative
steps in higher education that now have become a model in higher education. His first step
in terms of Drive to 55 has not only had immediate impact, but important impact in the lives
of students in this state and is now rippling across the country in terms of change, this
focus at change that has mandated this board, not just this board, but five other independent
universities board, is the next step in that process. It is my pleasure to welcome Governor
Haslam, truly a Governor I would argue, the single most innovative leader in higher education
at the gubernatorial level that we see today. Thank you for being here sir. Thank you, Doctor
Rudd. Thank you. It is an honor to be here and I am here for a simple reason. I think
this is truly a historic occasion. We tend to over-use that word, but I do not think
you can exaggerate the importance to the city of Memphis, to Shelby County, to West Tennessee
and to all the State of Tennessee for the University of Memphis to have its own board
of directors. It helps to sort of know where this came from and the reason I’m particularly
pleased that this is the very first independent board meeting of one of the former TBR schools
is the idea to do this germinated in Memphis. It is no secret that it has been for years
people in Memphis have said we think the University of Memphis should have its own board of directors.
And about seven years ago, when I was not – when I was a wannabe Governor instead of
the Governor, many of you in this room and others lobbied me hard to say, will you think
about a way to have the University of Memphis have its own board of directors. And quite
frankly, after a time of studying it, I decided to do that or to make every effort to do that,
not because I had people who I knew well, who were asking to do that, but because I
truly believe this is another step that can help the University of Memphis be a great
university. And so it was an honor to be able to ask these men and women to serve in this
way. I will tell you this. There are a lot of universities around the country who have
been in the business for a long time, doing a lot of things, who would die to have a board
like this. So, I really have only three messages for the new board. First, thank you. All of
you are busy men and women who have plenty to do. You did not need to take this on. Many
of you, folks like Cato, have served in other roles for us, in other boards, and I am grateful
for that. So, first is thank you for doing this. Second is, I hope when we were selling
this in legislature, we said our hope is that we have men and women on the board who wake
up every day thinking how can I make this university a great university. And that is
my hope, whether it is big ways or little ways, you are thinking what can we do to move
the university forward. And the third is, a gentle but firm reminder that you are a
still part of the higher education system for the State of Tennessee and there will
be times when there are things that you think are great for Memphis that the State may or
may not agree with and that will be part of the give-and-take between the Tennessee Higher
Education Commission and this board. But within that, we could not be more encouraged and
optimistic about the leadership of this university. You all have a great leadership team here,
and in particular, the other board leadership as well. So, thank you and thank you for allowing
me to be here for what I think is a really big day in the history of the University of
Memphis. Thank you Governor. It’s again just a pleasure to have you here and we are so
appreciative of your innovative vision and the leadership that you’ve offered in higher
education in Tennessee. Thank you. It is now my pleasure to call the meeting officially
to order. And to do a roll call of our board of trustees, given that this is the first
meeting for this board, I am going to ask that our trustees not only indicate that they
are present for the meeting, but do a brief introduction for those that are here with
us today, those that are watching this streaming video so they might know a little bit more
about our trustees. And, Doug, with that, I am going to start on the far end with you,
if you do not mind. Thank you President Rudd. I am Douglas Edwards, President of the Edwin
M. Jones Oil Co. and it is a pleasure to serve the citizens of the State of Tennessee in
this position. I am Alan Graf. I am the Executive Vice President and Chief Financial Officer
of FedEx Corporation. When the governor calls and asks you to do something, you say yes.
I am going to call more.I am Cato Johnson, I am the Senior Vice President for Public
Policy and regulatory affairs for Methodist LeBonheur Healthcare. And the Governor has
called on me often. I’m the former Chairman of the Tennessee Higher Education Commission
and I am a former Member of the State Board of Education and he has still not paid me
one dime yet. And I’m the unfortunate person following Cato. I am Dave North, I am the
President and CEO of Sedgwick and it is a great honor to be on this board. Thank you,
Governor. Carol Roberts, also an honor to be here and I am the retiring Chief Financial
Officer of International Paper. I am Kate Schaffzin and I am a professor at the University
of Memphis Cecil C. Humphreys School of Law. I am Susan Springfield, Executive Vice President
and Chief Credit Officer for First Horizon National. And it is an honor to be on this
board. Thank you. And I am Jared Moses, I am the Student Government Association President.
As required by the FOCUS Act, the board must have a chair is our first official order of
business at this meeting. We need to open the floor for – and I am already being corrected
by our attorney, I am going to go ahead and turn it over to Melanie, what? We have one
member for – Okay. You are correct. I am sorry. We got – so I think that we should allow Brad
Martin to introduce himself and note his presence. Thank you. Thank you Melanie and Governor
Haslam and President Rudd, for the opportunity to serve on this board and for your leadership
and vision and creating it. I am Chairman of RBM Ventures and Chesapeake Energy and
had the opportunity to serve, the privilege to serve as the Interim President of the University
of Memphis a few years ago. Thank you Brad and just very glad that you are able to join
us today. With that, we do have a quorum and the first official act for this board will
be the election of a chair in accordance with the FOCUS Act. And with that, I am going to
open the floor for nominations and motions relative to the leadership as the chair of
the board. President Rudd, it is my pleasure to nominate Alan Graf as our initial chairman.
We have any additional nominations? Second that nomination. Any additional discussion
around nominations for chair? With that, we will take a roll call vote and Melanie, I
will hand that over to you to take a roll call vote. Trustee Edwards. Aye. Trustee Graf.
I am present. Trustee Johnson. Aye. Trustee Martin Aye. Trustee North. Aye. Trustee Roberts.
Aye. Trustee Springfield. Aye. Trustee Schaffzin. Aye. And Alan, let me congratulate you on
being elected chair of this board, and thank you for your willingness to serve not only
on the board but in this role. It is a pleasure to have you as chair. It is also a pleasure,
now I can turn the meeting over to you. So, let me turn that over to our chairman, Alan
Graf. Wow. To my fellow trustees, I just want you to know how humbled and extremely honored
I am that you have got confidence in me to take on this role and I promise you I will
give it 100% through the two-year term. When I was chairman of the board of Methodist LeBonheur
Healthcare, they did not give me one of these because they were afraid I would hurt somebody.
So, I got to be very careful with this. We had a terrific orientation meeting this morning.
I want to thank the Tennessee Higher Education Commission for just an unbelievable job of
getting us up to speed on what our roles are. We were the first ones they’ve done it for,
I guess we were the guinea pigs, but they were fantastic, we had great presentations
by staff, executive officers and other people. That was well worth the six hours that we
spent. So, I think we are ready to go. With no further ado, we will start the business
portion of this meeting. The trustees have been provided with copies of draft bylaws
for review and approval that consists of six articles. May I get a motion to review and
approve each article separately. I move with Mr. Chairman. Second. It is moved and seconded
that the board review and approve the bylaws by reviewing and voting on each article separately.
Are you ready for the questions? If no objection, it has been moved that the board review and
approve the bylaws by reviewing and voting on each article separately. Please call the
roll when your name is called. Those in favor of adoption, signify by saying aye. Those
opposed, say nay. Trustee Edwards. Aye. Trustee Graf. Aye. Trustee Johnson. Aye. Trustee Martin.
Aye. Trustee North. Aye. Trustee Roberts. Aye. Trustee Springfield. Aye. Trustee Schaffzin.
Aye. The floor is now open for a discussion of Article One: Organization. I have a couple
of comments to make on Article One, a few proposed changes that I hope the board can
consider. The first is in Section 4. Section 4a specifically of the bylaws, regarding the
chair and the vice chair. Melanie circulated some draft proposals earlier today. You should
have a copy of them, but essentially I would suggest specifying what is not apparent in
this section, how the chair and vice chair shall be elected. Currently, the draft reads
that the chair and vice chair shall be elected from the board membership and I would propose
that we insert language specifying exactly how that is done, elected by a vote of a majority
of the voting members of the board membership. That is one proposal. I do not know if you
want to discuss that before you move on or if I should get them all out. Are you still
in Article One? Yes. Let us just take them all as a group. Okay. The next two, there
are only two more in Article 1, are in Section 4: officers of the university, subsection
C refers to the Provost of the university and specifies in the draft that the Provost
is the Chief Academic Officer of the university and is appointed by the President and serves
at the pleasure of the President. I would suggest for consideration that we note that
the Provost is appointed by the President subject to board approval as the President
is subject to board approval and the Vice President of Business and Finance is also
subject to boards approval as is the Secretary of the board, essentially all of the other
officers listed in Section 5 are subject to board approval and I would suggest that we
add that language to subsection C regarding the Provost. And then the last comment is
also in Section 5, subsection F, regarding the Chief Internal Auditor. In the last sentence,
it refers to the Chief Internal Auditor reporting directly to the boards audit committee and
having direct and unrestricted access to the chair and other committee members because
it says chair, and does not specify board chair versus audit committee chair. I believe
the intent of this sentence is to refer to the audit committee chair and the audit committee
members and I propose that we make that explicit and change that language to unrestricted access
to the chair of the audit committee and other audit committee members. Those are the only
proposed changes I offer for Article 1 at this time. Alright, I will take that as a
motion. Do I have a second? Seconded, Chairman. Seconded. Any further discussion? Hearing
none, it has been moved. With revisions as noted to adopt Article 1 of the organization,
all those in favor, I will get some call to roll on that. Okay. Trustee Edwards. Aye.
Trustee Graf. Aye. Trustee Johnson. Aye. Trustee Martin. Aye. Trustee North. Aye. Trustee Roberts.
Aye. Trustee Springfield. Aye. Trustee Schaffzin. Aye. Thank you. We will now discuss Article
2: Powers and Duties. The floor is now open for discussion. I have two comments regarding
Article 2. In Subsection 1, the board has the power to specifically Subsection C, currently
that reads prescribed curricula and requirements for diplomas and degrees in cooperation with
the Board of Regents and other State University Boards in the interest of maintaining alignment
across state higher education. I propose eliminating the language in cooperation with the Board
of Regents and other State University boards because we are not required by the statute
to do that. Instead, I suggest the following language which comes directly from the Tennessee
statute to promote and I would propose adding this to the end of the sentence so that the
sentence would read prescribe curricula and requirements for diplomas and degrees in the
interest of maintaining alignment across state higher education to promote student success,
post-secondary completion and advancement of a master plan of the Tennessee Higher Education
Commission. The next suggestion I have in Article Two is from Section 1, Subsection
F. It currently reads that the board has the power to grant tenure to eligible members
of the faculty upon the positive recommendation of the President. I suggest that we add the
phrase and promotion so that the subsection would read “grant tenure and promotion to
eligible members of the faculty upon the positive recommendation of the President.” We do have
that power and, in fact, on our agenda is considering the promotion of several members
of our faculty. So I would suggest that we add that language. I will take that as a motion.
Do I have a second? You do, second. It is then – Kate, can I ask a question. Can I ask
a question to Kate? I do not know the extent of the promotions that would occur in the
ordinary course. President Rudd, could you give us some indication of what would be involved
in the number of promotions the board would be asked to opine on or approved in the course
of the given year. Brad, we would bring promotions to the board once a year. This would be actually
the time of year that we would bring promotions. I do not have committed to memory the full
count for this year. Karen, what is the full count for promotions that we have we are considering
today? 18. 18. So, I would imagine 15 to 20 is probably the normal cycle. Karen, do you
want to clarify that at all? Yes, typically tenure is the one that is included in there
because the tenure is the granting of the academic freedom for faculty member to pursue
his or her line of expertise and inquiries without any kinds of constraints. The promotion
is based primarily on the functions of productivity across teaching, research and service, and
determined primarily by disciplined specific faculty document. So tenure is what is usually
included as what the board approves, the board ratifies recommendations, promotions, but
it still has to look and be as Kate has suggested, it still has to be reviewed, so, And the only
thing that I would add, Brad, that that I think is critical for all of the trustees
to recognize is all of those recommendations have been vetted at the departmental committee
level, the chair level, the college departmental level, and the dean level prior to going to
the Provost office. So, they have multiple iterations of review and recommendation prior
to coming to the board. Got it, well the tenure I would certainly expect that the promotion
you would assume that is an ordinary course thing that would be customarily reviewed and
approved by a board of trustees of the university. Well, it is. Ordinarily these have been forwarded
to the Tennessee Board of Regents for approval, but after they’ve gone through that year-long
process of vetting and review in the departments for colleges and in the Provost office. That
is correct. Okay. And ordinarily becomes this one time of year. Got it. Okay. Thanks. Thanks
for your question, Trustee Martin. Is there any further discussions? Alright, I’ll take
that as a motion, do we have a second? Second this, Chairman. Okay. It has been properly
moved and seconded that Article 2: Powers and Duties with the revisions so noted. I
will now need to call the roll, please. Trustee Edwards. Aye. Trustee Graf. Aye. Trustee Johnson.
Aye. Trustee Martin. Aye. Trustee North. Aye. Trustee Roberts. Aye. Trustee Springfield.
Aye. Trustee Schaffzin. Aye. That is eight yeses. Thank you. All right, we will now move
to Article 3: Meetings. The floor is now open for discussion of Article 3: Meetings. If
I may. Subsection 2 Section A, specifically regarding special and emergency meetings,
I would suggest that we add language allowing a special or emergency meetings to be called
by a majority of the members of the board, that is consistent with a preceding section
which allows a majority of the members of the board to call regular meetings. And so
I would suggest that the majority of members of the board should also be able to call a
special or emergency meeting. And so the language I would propose would read subject to the
notice requirement contained in these bylaws, special and emergency meetings of the board
may be called at any time by the chair, a majority of the members of the board or by
the President of the university. I want to take that as a motion. Do I have a second?
Second. Any further discussion? Hearing none, the motion as revised to approve Article 3:
Meetings, has been properly moved and seconded. Let us call the roll please. Trustee Edwards.
Aye. Trustee Graf. Aye. Trustee Johnson. Aye. Trustee Martin. Aye. Trustee North. Aye. Trustee
Roberts. Aye. Trustee Springfield. Aye. Trustee Schaffzin. Aye. Eight yeses. Thank you. We’ll
now turn to Article 4: Committees. The floor is now open for discussion. Concerning section
1B, I’ll note it’s regarding the standing committees, the rest of the section does refer
to how the chair of an ad-hoc committee is appointed, and that is by the board chair,
and the draft bylaws are silent as to how the chair and vice chair of standing committees
will be selected, and I would propose that we explain how the chair and vice chair of
standing committees will be selected, and specifically instead of having those individuals
appointed by the chair, I would propose that the chair and vice chair of standing committees
be selected by a majority vote of the board members present. And so I would propose the
following language. The board chair shall appoint the members of each standing committee.
The chairs and vice chairs of each standing committee shall be selected from among the
members of the board appointed to each standing committee by a vote of the majority of the
members of the board present. Each standing committee shall develop a committee charter
detailing the committees purpose and primary responsibilities, which shall be subject to
the approval of the board. I will take that as a motion. Do I have a second? Second. Thank
you. Is there any further discussion? Hearing none, it is been properly moved and seconded
that we approve the revised Article 4: Committees. Please call the roll. Trustee Edwards. Aye.
Trustee Graf. Aye. Trustee Johnson. Aye. Trustee Martin. Aye. Trustee North. Aye. Trustee Roberts.
Aye. Trustee Springfield. Aye. Trustee Schaffzin. Aye. That’s eight yeses. Thank you. We are
now going to pick up the pace. Article 5: Bylaws. The floor is now open for discussion.
I have got nothing. Any further discussions? I move acceptance for Article 5. Do I have
a motion? Do I have a second? Second. Second. I will ask again, any further discussion?
Hearing none, it has been properly moved and seconded that we approve Article 5: Bylaws.
May we please call the roll? Trustee Edwards. Aye. Trustee Graf. Aye. Trustee Johnson. Aye.
Trustee Martin. Aye. Trustee North. Aye. Trustee Roberts. Aye. Trustee Springfield. Aye. Trustee
Schaffzin. Aye. That’s eight yeses. Thank you. Alright, we will turn to Article 6: Indemnification.
The floor is now open for discussion of Article 6: Indemnification. Any discussion? May I
have a motion? I will move Mr. Chairman. Second. It has been properly moved and seconded that
we should approve Article 6: Indemnification. Please call the roll. Trustee Edwards. Aye.
Trustee Graf. Aye. Trustee Johnson. Aye. Trustee Martin. Aye. Trustee North. Aye. Trustee Roberts.
Aye. Trustee Springfield. Aye. Trustee Schaffzin. Aye. That’s eight yeses. Ladies and gentlemen,
all articles of the bylaws have now been voted on and accepted. Thank you very much. Next
item of business is the election of the vice chair, and selection of an acting board secretary.
The bylaws provide for the election of a vice chair. This time, I would like to open the
floor for nominations for vice chair of the board. Mr. Chairman, I would like to nominate
Brad Martin to serve as our inaugural vice chairman. Any other nominations? May I have
a second? Seconded. Alright, Trustee Martin has been nominated for the role of vice chair.
May we please call the roll? Trustee Edwards? Aye. Trustee Graf? Aye. Trustee Johnson? Aye.
Trustee Martin? Present. Trustee North? Aye. Trustee Roberts? Aye. Trustee Springfield?
Aye. Trustee Schaffzin? Aye. Can I get a clarification Trustee Martin? Was that a yes? Because you
said present? Yes, yes. Thank you. That’s eight yeses. Thank you, Brad. Thank you very
much. The bylaws provide for a board secretary; until the board can determine how that position
should be filled, I recommend we select the university council Melanie Murry as acting
board secretary until such time as the board determines its permanent selection. May I
have a motion? I will move Mr. Chairman. Seconded. I will take that as a second down on the end.
It has been properly moved and seconded that Melanie Murry serve as acting board secretary
until such time as the board determines its permanent selection. Is there any discussion?
Hearing none, please call the roll. Trustee Edwards. Aye. Trustee Graf. Aye. Trustee Johnson.
Aye. Trustee Martin. Aye. Trustee North. Aye. Trustee Roberts. Aye. Trustee Springfield.
Aye. Trustee Schaffzin. Aye. That’s eight yeses. Thank you very much. We will now move
to the student trustee. Chair recognizes President Rudd, who will discuss SGA selection process.
Mr. Chairman, could I ask that prior to doing the student trustee, we do the elected member
to the executive committee? Okay. I had that next, but we will certainly do that I am sorry.
I had it – We will certainly go ahead and do that right now. We have a chair and a vice
chair as members of the executive committee and the board will – the chair will recognize
the nomination for a third person to serve on that role. And in fact, I will make the
nomination. I nominate Cato Johnson. Cato, as former chairman of the Tennessee Higher
Education Commission, can provide us invaluable insight as we go through the process of learning
how to interact with them. And I’ll make that motion. I would second that, Chairman Graf.
Do we have any other nominations? Hearing none, any further discussion? Hearing none,
let us call the roll. Trustee Edwards. Aye. Trustee Graf. Aye. Trustee Johnson. Aye. Trustee
Martin. Aye. Trustee North. Aye. Trustee Roberts. Aye. Trustee Springfield. Aye. Trustee Schaffzin.
Aye. That is eight yeses. Thank you. Now, the chair recognizes President Rudd who will
discuss SGA selection process for the student trustee. Mr. Chairman, I am going to recommend
that we accept the process as described and recommended by our student government. And
today serving in the student trustee role is the Student Government Association President
who will be serving this temporarily until his graduation which occurs in a few months.
And so he will officially be the trustee that is why he does not have any official designation
today as he did not expect to be serving in this official capacity. But I want to thank
him for his willingness to do that over the course of the next few months until we can
get a student trustee in place. I am going to turn it over to Jared and let him describe
the process that they came up with and then I am going to recommend that we adopt it.
Thank you, President Rudd. The Student Government Association, we’ve been taking this seriously
about how we like the students selected and what we’ve come up with, with the partnership
with the Student Bar Association at the law school and the Graduate Student Association,
we have come up with a process where we will create committee of the Presidents of the
SGA Student Bar and the Graduate Student Association along with a senator and then another elected
student and the Vice President of Student Affairs or an appointee will serve in a none
voting role unless there is a tie. We’ll take applications, we will review them and interview
and then we’ll recommend three names to the President who will then make a pick and then
present it to the board for selection. Do I have a motion on President Rudd’s recommendation?
I will move. Second. It has been moved and seconded that the board accept President Rudd’s
recommendation allowing the Student Government Association to develop and implement a process
for selection of the student trustee. Is there any further discussion? Hearing none, please
call the roll. Trustee Edwards. Aye. Trustee Graf. Aye. Trustee Johnson. Aye. Trustee Martin.
Aye. Trustee North. Aye. Trustee Roberts. Aye. Trustee Springfield. Aye. Trustee Schaffzin.
Aye. That is eight yeses. Thank you. Chair now recognizes Melanie Murry who will discuss
the conflicts of interest policy. The Southern Association of Colleges and Schools commission
or basically SACS, is the regional body for the accreditation of the group granting higher
education institution in the Southern United States. And SACS accreditation standards require
the university as well as state law for us to adopt the conflict of interest policy for
the boards without the conflict of interest policy. And with the establishment of institutional
governing board, the board of trustees serve the interests of the State of Tennessee and
its citizens and the board has a duty to avoid conflicts and activity that would either potentially
or actually put their personal interests ahead of the professional obligations that they
owe go to the university. So, I have enclosed is a conflict of interest policy that I would
ask the board to adopt. You have heard counsel Murry’s discussion and explanation of the
conflict of interest policy, and then we have all been given a opportunity to review it.
Do I have a motion? I will move. Okay. Kate, I will take that as a second. Any further
discussion? It has been moved and seconded. Hearing none please call the roll. Trustee
Edwards. Aye. Trustee Graf. Aye. Trustee Johnson. Aye. Trustee Martin. Aye. Trustee North. Aye.
Trustee Roberts. Aye. Trustee Springfield. Aye. Trustee Schaffzin. Aye. That is it. That
is eight yeses. Thank you. Chair again recognizes Melanie Murry who will discuss the board committees
policy. According to the bylaws, the board of trustees can establish board committees
whether they are ad-hoc or standing to discharge its responsibilities. This policy provides
the guidelines for committee composition forum and other criteria necessary for effective
governance. I ask that the board of trustees adopt this policy as outlined or as detailed
in the meeting material. Alan, I have some suggested changes to this policy to bring
it in line with the changes to the bylaws that we just passed. Specifically regarding
committee membership subsection 2 of the policy, and subsection 2A, it refers to standing committees
that shall consist of no less than three members of the board. I would propose that this paragraph
also specify that each standing committee and ad-hoc committee consist of no less than
three members of the board. I submit that for consideration. Subsection C is as drafted
is no longer compliant with the bylaws we just adopted, and so I would suggest that
this Subsection be amended to read “each standing committee shall have a chair and vice chair
selected by a majority of the members of the board present who shall serve for a two-year
term, no trustee may serve more than two consecutive terms as chair of a committee and then in
Subsection D, I would propose to add the following language. Members of ad-hoc committees as
well as a committee chair and vice chair shall be appointed by the board chair upon authority
of the board. Is there a second to that motion. Let us just get some clarification, so that
was for the ad-hoc committees would also have three members of the board? That is not specified
in the bylaws as far as I read them, and it is certainly not affected by any changes in
the bylaws we just made. And I just propose that as something to address whether or not
we require that is up to us. Subsection C absolutely has to be amended to comply with
the bylaws at this point. D, I think it’s closer to what we just passed in the bylaws
and I would urge that that needs to be changed as well, but you are correct that we do not
need to make the change in Subsection A to have three trustees on every ad-hoc committee;
if we do not want to do that, we’d still be in compliance with the bylaws. Any further
discussion? Mr. Chairman, regarding committee membership, I would point out two things.
Number one, I do think it is important for a trustee to serve on an ad-hoc committee
and not necessarily be just outsiders. And secondly, you put a bit of a burden on these
standing committees when you require three trustees to serve on each of the standing
committees. I think as we go forward, we may find ourselves with a number of standing committees
that would require three members, which may become a little longer in terms of the time
commitment you are asking for. Further discussion? I would echo that point as well. It seems
to me that we can – considering the course of appointing the committees, the likely workload
and some may need more than three, some may need two. I would leave that to the discretion
of the board and on the issue of the no one may serve more than two years as chairman
of a committee,” is that in our existing or proposed bylaws or is that a proposed amendment?
I do not think it is in the bylaws. No. It is not contained in the bylaws. It is not
in bylaws. Again, I think that we are getting into trying to determine what the right rhythm
is here. I think I would recommend we not set a term limit on a chair of a particular
committee, we may find – obviously we all have limits on the amount of time that we
are appointed to the board. We may find that one person has a strong area of expertise
that at the end of two years, we would not want to give up in that particular role. So,
I would recommend that we not etch in stone those two elements to be a proposal but just
take those into consideration when the board is naming committee members and naming the
chair of the committees that we have decided will be the approach we will take. Further
discussion? Chair recognizes Trustee Johnson. Mr. Chairman, I agree with Trustee Martin.
I think with an eight-member board, we need quite a bit of flexibility. We are not talking
about a board of 15 to 20 individuals. We are talking about an eight member board, so
I would agree with Trustee Martin, I think we need to leave some flexibility in this
matter. Thank you. Counsel, I’m turning to you for advice. Should we take this off of
this agenda and bring it back in June? We can take it off the agenda and bring it back
in June. I think the only issue is that we have committees that are scheduled to be voted
on, so that we can do some of the work of the board. How about recommending that we
take out the limitation on the length of service? I mean I can not make the motion, but someone
can entertain a motion to taking off the length of time, so that way I think you would address
Trustee Martin as well as Trustee Johnsons concern, and I think that should do it. And
I can withdraw my proposed amendment to Subsection A. Brad, to be clear, your suggestion was
the elimination of Subsection B I think from the draft. I did not make any suggested changes
to that, but that is what Melanie is currently saying that she can pull out if somebody moves
to remove that, but I will withdraw my suggestion regarding Subsection A, but I would submit
that my proposal for a Subsection 2C is required, otherwise this policy is going to be at odds
with the bylaws and my suggestion for Subsection Z could probably wait if we wanted to consider
that at a later time. But I would propose at this time to change subsection C, and if
Brad and Cato would like Subsection B also removed, I will add that to my proposed changes.
So, the removal of Subsection B completely and the amendment of Subsection C to be in
accordance with our bylaws on how the Chair and Vice Chair of standing committee shall
be selected. And this question, would you also agree as part of that amendment that
we would put the specific number of trustees that need to be a member of each of the standing
committees would occur in the structure of the standing committee itself. So we will
not deal with it in the overall mandated overall. As was discussed we can deal with it on each
individual committee based on the merits of that committee one at a time. Well, I was
originally neutral on Subsection B completely, I did not make any proposal on that that is
the proposal regarding the length of service on the committee, but I believe Brad brought
that up and Cato echoed those sentiments that we do not want to limit the terms of the board
members service on any particular committee. So I have amended my proposed changes to remove
that section altogether from the draft so that Subsection B would be removed, which
Melanie says we can do that at this time and that Subsection C be amended. Chair recognizes
counsel. I think in order to address the other concerns that were noted there needs to be
some changes to Subsection A and I think that there probably needs to be a removal of just
each standing committee shall be appointed by the Board Chair and Vice Chair that way
it takes out the number of trustees on each committee and it leaves it to the flexibility
of the committee once it’s born. I think that would also address the concerns I think. I
believe that is exactly what trustee Martin, trustee Johnson and trustee Edwards were getting
at. So with that, Doug? Chairman Graf, on Subsection D I do think it is important that
at least one member of the board of trustees serve on an ad-hoc committee. There may be
circumstances where we would want a truly independent ad-hoc committee and I certainly
understand that but to get some sense of where the chair is trying to go in the appointment
of an ad-hoc committee, I think one of the trustees should serve there. Further discussion
on that. I agree with Mr. Edwards on that position. Okay. At this point, the chair is
totally confused. Kate, you want to review the bidding on your motion and let us see
if that is everybody – if can get a nod and we’ll go for a second. Okay. So in Section
2A, now Cato and Brad you are going to have to help me on this. It currently reads each
standing committee shall consist of no less than three trustees that that relates to the
standing committees as it’s currently written, do you have a problem with that as written
or would you also like that the number of trustees appointed to each standing committee
to be left open to each committee? I would suggest that the board should determine the
number of members of each committee that it wishes to have at any given point in time
and not write the number into the bylaws. Then I think we should probably remove paragraph
A altogether, is that possible to do that Melanie? With the removal of A, you do not
provide for the appointment of the committee members. So my suggestion would be is just
to state each standing committee shall be appointed by the board Chair and Vice Chair.
So you remove the language “shall consist of no less than” and you just read “each standing
committee shall be appointed by the board Chair and Vice Chair” and I think that accomplishes
what trustees Johnson and Martin would like. Okay. So the proposal includes amendment to
Subsection A to remove the language “consists of no less than three trustees” and then the
removal altogether of Subsection B and the amendment of Subsection C to read as follows.
“Each standing committee shall have a Chair and Vice Chair selected by a majority of the
members of the board present who shall serve for two year terms.” That might be a problem.
Brad, was that one of those two your terms you were having a problem with? Yes. So we
could amend it to say “each standing committee shall have a Chair and Vice Chair selected
by a majority of the members of the board present. No trustee may serve more than two
consecutive terms as Chair of a committee.” That’s an incorrect draft. How long is the
term? Yeah, we do not define the term, we should eliminate all of that. Yeah. We could
eliminate paragraph C altogether because it is already covered in the bylaws. All right.
I am going to take that as a motion, do I have a second. Second with Chairman. Any further
discussion? Remember this is a living dynamic document, for those of you who will be here
in June I will guarantee you this is coming back up. Please call the roll. Trustee Edwards.
Aye. Trustee Graf. Aye. Trustee Johnson. Aye. Trustee Martin. Aye. Trustee North. Aye. Trustee
Roberts. Aye. Trustee Springfield. Aye. Trustee Schaffzin. Aye. That is eight yeses. Thank
you. Chair recognizes President Rudd who will discuss the proposed committees. We will figure
out how to sort them away later. Alright, Mr. Chairman, I am going to be much more efficient
with this discussion and suggest that we give ourselves maximum flexibility in terms of
future expansion of committees but we start with three Central Committees. Particularly
given the small number of trustees that we have, I am going to suggest that we can cover
the business of the university well with a committee that covers academic research and
student success, with a committee that addresses governance and finance issues and then finally
we’re required to have a separate Audit Committee. I think those three committees are an excellent
starting point but as you just referenced, this is a living dynamic process and that
may change down the road but starting with these three gives us maximum flexibility for
the future. Trust heard President Rudds proposal regarding board committees and his description
of those committee roles and responsibilities. We have also been provided with draft charters
for each committee. I will entertain a motion for each committee individually. Do I have
a motion regarding the Academic Research and Student Success committee? I will move Mr.
Chairman. Second. It has been moved and seconded that we establish an Academic Research and
Student Success Standing Committee and accept its charter, any discussions? Hearing none,
please call the roll? Trustee Edwards. Aye. Trustee Graf. Aye. Trustee Johnson. Aye. Trustee
Martin. Aye. Trustee North. Aye. Trustee Roberts. Aye. Trustee Springfield. Aye. Trustee Schaffzin.
Aye. That is eight yeses. Thank you. Do I have a motion regarding the Governance and
Finance committee? I will move. Second. It has been moved and seconded that we establish
a Governance and Finance Standing Committee and accept its charter. Any further discussion?
Hearing none, please call the roll? Trustee Edwards. Aye. Trustee Graf. Aye. Trustee Johnson.
Aye. Trustee Martin. Aye. Trustee North. Aye. Trustee Roberts. Aye. Trustee Springfield.
Aye. Trustee Schaffzin. Aye. That is eight yeses. Thank you. Do I have a motion regarding
the Audit Committee? I move Mr. Chairman. Second. It has been moved and seconded that
we establish an Audit Committee and accept its charters. Are there any further discussion?
Hearing none, please call the roll. Trustee Edwards. Aye. Trustee Graf. Aye. Trustee Johnson.
Aye. Trustee Martin. Aye. Trustee North. Aye. Trustee Roberts. Aye. Trustee Springfield.
Aye. Trustee Schaffzin. Aye. That is eight yeses. Thank you. Now the Chair with great
pleasure recognizes Provost, Weddle-West to present tenure and promotion recommendations.
This will be done separately. Thank you. Thank you, Chairman. The purpose of tenure is to
safeguard academic freedom to ensure that faculty can realize their core responsibility
to advance and transmit knowledge, create new knowledge and scholarship, external peer
reviews are required for both tenure and promotion to higher levels to ensure an objective assessment,
effective teaching research, scholarly creative activity, service and engage scholarship constitute
the basis for review of tenure and promotion decisions. Research includes those and the
articles, books monographs, creative activities, performances, exhibitions and other areas
of outlets for refereed Journals or media of some quality. Professional scholarly papers
may also be presented in international, national and national meetings. Service includes both
institutional service and professional service. Collegiality is an important element, tenure
and promotion should not be considered and is not the basis for tenure promotion decision
but is considered in the context of the candidates teaching scholarship research and service.
Deans provide the leadership at the top of all academic units following an extensive
international search. I’m pleased to present for your approval and recommendation for tenure
Dr. Kantaylieniere Hill-Clarke, College of Education; and Dr. Anne Hogan, College of
Communication and Fine Arts. I’m also pleased to present for your approval the 37 candidates
listed in your files for tenure and promotion. Thank you. Upon the recommendation of the
counsel we’re going to split this into two. So you have heard Provost Weddle-West’s recommendation
regarding tenure for Dr. Hill-Clarke and Dr. Hogan. May I have a motion? I’ll move. Second.
It’s been properly moved and seconded that we grant tenure. Is there any further discussion?
Please call the roll. Trustee Edwards? Aye. Trustee Graf? Aye. Trustee Johnson? Aye. Trustee
Martin? Aye. Trustee North? Aye. Trustee Roberts? Aye. Trustee Springfield? Aye. Trustee Schaffzin?
Aye. That’s eight yeses. Thank you. You also heard Provost Weddle-West’s recommendations
regarding tenure and promotion recommendations. I want to obtain the motion on these as well.
Before you do Alan, I would make a slightly different motion. I would move that we consider
all of the other candidates as a slate but remove Professor Daniel Schaffzin from the
slate and vote on him separately. So second. Second. It’s been properly moved and seconded
that we approve 36 of the 37 with Daniel Schaffzin removed. Any further discussion? Please call
the roll. Trustee Edwards? Aye. Trustee Graf? Aye. Trustee Johnson? Aye. Trustee Martin?
Trustee North? Aye. Clarification, Trustee Martin did you yes? I’ll go back. Trustee
Roberts? Aye. Trustee Springfield? Aye. Trustee Schaffzin? Present. Trustee Martin? That’s
seven yeses. Okay. I thought he said, yes, but I just wanted to make sure. So now we
will take on proposal 8c. Kate, would you describe for everybody your relationship with
the one you want to vote on separately. Professor Daniel Schaffzin from the law school is my
husband for many years. So you will be recusing yourself from this, so do I have a motion?
I will. I’ll move. Second. Second. Any further discussion? All on favor – I’m sorry. Call
the roll please. Trustee Edwards? Aye. Trustee Graf? Aye. Trustee Johnson? Aye. Trustee Martin?
Aye. Trustee North? Aye. Trustee Roberts? Aye. Trustee Springfield? Aye. Trustee Schaffzin?
Abstain. Thank you very much. We want it off the script a little bit there are, so. Back
on it now. The Chair again recognizes Provost Weddle-West to discuss new academic programs.
Thank you, Chairman. So I will start with the justification of the Doctor of Nurse practice
which is included in the dossier, the entire proposal and highlight a couple of key points
that are not included in the proposal. First of all in order for a doctorate to be granted,
there needs to be a sufficient number of doctorally prepared faculty. I’m pleased to report that
33 faculty under Loewenberg School of Nursing are doctorally prepared more than enough to
accommodate cohorts of Ph.D. candidates and DNP candidates, there are 107 full or part
time faculty. Currently we have 759 Bachelors and 296 Masters, more than a thousand students.
Second important point, the State would not have to pay additional funds to hire more
nursing faculty at the University of Memphis to support these programs. I highlight this
fact because many programs across the State have insufficient numbers of faculty who meet
the criteria to prepare DNP and Ph.D. Students. Third, shortages of nursing personnel which
demand advanced training beyond the Masters exists all over the country and this particular
State is no exception. We, the University of Memphis and the State of Tennessee can
maximize resources when we expand the level of students prepared at the DNP and Ph.D.
levels. In other words our nursing faculty have the credentials needed to meet the shortage
of highly prepared practitioners and faculty. We simply don’t have the opportunity and need
the approval to do so. The DNP builds on Masters programs by providing evidence-based practice,
leadership, quality improvement practitioners who implement the science developed by researchers
to keep pace with the increase in complexity of care. I have for your review some justification
in terms of slides also that help to move towards the University’s mission and the State’s
mission of enhancing Drive to 55 but also by promoting inclusive excellence. You can
see this graph produced by The American Association for Colleges of Nursing that shows that particularly
in the State of Tennessee there are somewhere between 11 and 19 percent of a diverse population
of bachelorette and graduate nursing students that was reported just in 2017. The next slide
shows that at the national level those students by ethnicity and program as you can see those
numbers at the Masters 14 percent, 16 at the research focus doctor role and the doctor
of nurse practice is 15 percent, very very low numbers across the nation and even more
severe in this state. On the other hand, the University of Memphis has had a commitment
to enhance in diversity and is reflected in its nursing program by the current programs
that exist at the bachelorette level and at the masters level. So our inclusive excellence
has resulted in not only high levels of enrollment, higher than national averages, particularly
for historically underrepresented minorities and low income students, but higher levels
of retention and graduation recording around 90 percent at the bachelorette and masters
level. We currently believe that the same trend of increasing inclusive excellence and
increasing the numbers of doctoral students prepared in nursing to meet the specific and
challenging needs of this Memphis community that has health disparities that exceed all
kinds of national record would be in the best interest of the students who need these degrees
in the best interests of the community who needs the care and leadership and in the best
interests of the researchers who will then be trying to conduct interdisciplinary research
with our health economists in business and public health and in other areas across the
university and across other colleges. I therefore propose that you approve the presentation
of the Doctor of Nurse practice and the Ph.D. in Nursing. Thank you Provost. Trustees you
have heard Provost Weddle West recommendation regarding this new academic programs and you
have been provided with two program proposals for review. I will entertain a motion of approval
of these programs. I’ll move Mr. Chairman. Mr. Chairman, I will say – May I have a second?
Second. Chair recognizes Trustee Edwards. Mr. Chairman, I applaud the Provost and the
school on bringing this to us. Tennessee is at the forefront of the healthcare industry
in this country and I can think of nothing that is more important than the training of
doctors and nurses and the University of Memphis has always had a strong commitment to a excellent
nursing school and I think this represents the next step in that process, delighted to
see this come before this board of trustees. Thanks. Chair? Chair recognizes Trustee Johnson.
I concur. Those of us who live in the world of healthcare these days, we understand what’s
happening in the world of nursing and critical shortages that’s going on all over the country,
so I also applaud you. Any further discussion. Hearing none, please call the roll. Trustee
Edwards? Aye. Trustee Graf? Aye. Trustee Johnson? Aye. Trustee Martin? Aye. Trustee North? Aye.
Trustee Roberts? Aye. Trustee Springfield? Aye. Trustee Schaffzin? Aye. That’s eight
yeses. Thank you very much. Very exciting programs. Chair now recognizes Dr. Rudd to
discuss financing for a football practice facility. Mr. Chairman, I want to also commend
our Provost for making a very compelling argument about the need for those programs. Thank you,
Karen. Relatively straightforward requests, I’d like to have the board endorse and allow
me to sign a Letter of Intent to pursue financing and finalize financing for the indoor practice
facility for our football program and this would allow me to move forward and to work
with the executive committee as well as the finance committee of the board to put together
the final details on finance and to go back to the State Building Commission that would
move the project forward in significant fashion. It’s a relatively straightforward request.
You’ve heard President Rudd’s recommendation regarding financing for a football practice
facility. I will entertain a motion on his recommendation. I’ll move. Second. It has
been moved and seconded that the Board of Trustees authorize President David Rudd to
explore alternate financing options for the construction of the indoor football practice
facility. Is there any discussion? Hearing none, please call the roll. Trustee Edwards?
Aye. Trustee Graf? Aye. Trustee Johnson? Aye. Trustee Martin? Aye. Trustee North? Aye. Trustee
Roberts? Aye. Trustee Springfield? Aye. Trustee Schaffzin? Aye. That’s eight yeses. Thank
you very much. That’s approved Dr. Rudd. Please keep us informed. Thank you. At this time
the Chair recognizes Counsel Murry, to discuss the delegation of authority. Tennessee Code
wants the powers and duties that on the board of trustees have for the University of Memphis
as provided in the statute, the board may delegate to the Chief Executive Officer who
is the President here, with each respective board the powers and duties that are necessary
for him to carry out and manage the institution. So basically -additionally the bylaws provide
that the President will supervise, direct and control the affairs of the University.
This resolution provides the President temporary authority for the operation of the University
by delegating specific authorities, the president until such time that the board adopts a permanent
delegation of authority and I also note that in this delegation it is an interim delegation
until something is more formalized that it goes through committee and it also provides
that the President is in contact with the Chair as appropriate for decisions. And if
I could add one thing to that Mr. Chairman. By all means. I think Mel and I both have
talked about this that we would keep an ongoing list, essentially an audit of where there
were issues that emerge that we would bring back to the board on a consistent and regular
basis that as with I think your earlier comment that this is a dynamic process, it very much
is that way. In terms of delegation of authority we’ve always had the delegation as a part
of the existing TBR system. I this transition we will probably recognize as we are with
some of these charters and different policies, that need to modify but we will consistently
bring those back to the board as they emerge and we’ll keep a running log of those. I would
also add that one of the things that the President would also do too is until something is finalized
that the President will provide an interim action report, so that you’d see what actions
Dr. Rudd has taken such time that between each board meeting until a full delegation
has been vetted and approved by the board. Trustees you have heard the recommendation
regarding delegation of authority to the President and have been presented with a draft delegation
authority. Do I have a motion? I’ll move. Second? Second. It’s been moved and seconded
that the Board of Trustees adopt the resolution providing for a delegation of authority to
the President as detailed in the meeting materials. Any further discussion? Please call the roll.
Trustee Edwards? Aye. Trustee Graf? Aye. Trustee Johnson? Aye. Trustee Martin? Aye. Trustee
North? Aye. Trustee Roberts? Aye. Trustee Springfield? Aye. Trustee Schaffzin? Aye.
That’s eight yeses. Thank you very much. That concludes the agenda. Is there any other business
today to come before the trustees? Hearing none, those of you in the audience thank you
and that been watching us give birth to this board of trustees, as painful as it was, we
had to do all that housekeeping. I promise you in June it will be exciting and we hope
you’re back here and with that this meeting is adjourned. Thank you.