Minutes 01/08/2008

MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT
GOVERNING BOARD
JANUARY 8, 2008
MINUTES

A special board meeting of the Maricopa County Community College District Governing Board was scheduled to be held at 5:30 p.m. at the District Support Services Center in Tempe, Arizona, pursuant to A.R.S. §38-431.02, notice having been duly given.

PRESENT

GOVERNING BOARD
Linda Rosenthal, President
Don Campbell, Secretary
Colleen Clark, Member
Scott Crowley, Member
Jerry Walker, Member

ADMINISTRATION
Rufus Glasper
Maria Harper-Marinick
Debra Thompson
Darrel Huish
Steve Helfgot
Albert Crusoe
Anna Solley
Pete Kushibab
Mary Kay Kickels
Bernie Ronan
Ken Atwater
Art DeCabooter
Ernie Lara
Grady Wolfe for Gene Giovannini
Linda Thor
Velvie Green
Maria Hesse

I. SPECIAL BOARD MEETING

CALL TO ORDER President Rosenthal called the Special Board Meeting to order at
5:30 p.m.

A. HIRING OF MESA COMMUNITY COLLEGE PRESIDENT

Chancellor Rufus Glasper requested that the Governing Board approve the hiring of Dr. Shouan Pan as President of Mesa Community College in accordance with Governing Board Policy.

MOTION NO. 9462:

Governing Board Member Dr. Don Campbell moved for approval of hiring of Dr. Shouan Pan as President of Mesa Community College in accordance with Governing Board Policy. Motion approved 5-0.

B. ELECTION OF GOVERNING BOARD OFFICERS FOR CALENDAR YEAR 2008

President Rosenthal declared the vacancy of the office of President of the Maricopa
County Community College District Governing Board and called for nominations.
Governing Board Member Scott Crowley proposed the nomination of Governing Board Member Don Campbell for the office of President.

MOTION NO. 9463

There being no further nominations, President Rosenthal closed the nominations and called a motion to approve. Motion approved 5-0.

President Rosenthal declared the vacancy of the office of Secretary of the Maricopa County Community College District Governing Board and called for nominations.

Governing Board Member Don Campbell proposed the nomination of Jerry Walker for the office of Secretary. Governing Board Member Scott Crowley proposed the nomination of Colleen Clark for the office of Secretary.

MOTION NO. 9464

There being no further nominations, President Rosenthal closed the nominations and called a motion to approve Jerry Walker as Secretary. Motion failed 3-2 (Ms. Clark, Mr. Crowley, and Mrs. Rosenthal - nay). President Rosenthal called a motion to approve Colleen Clark as Secretary. Motion passed 4-1 (Mr. Walker - nay).


C. REVIEW OF BOARD OPERATIONS

At this time, prior to relocating to the tables located elsewhere in the room, Ms. Clark requested permission to make the following statement: “As any governing body may experience, members may sit on opposite poles. In a recent matter pertaining to Maria Sutton, College Safety Officer at Chandler-Gilbert Community College, fellow Governing Board Member Scott Crowley and I took a different side than other board members. After the subject board meeting, we took steps to draft an editorial which was published in the East Valley Tribune on December 29.” Ms. Clark then proceeded to read the article (copy included with these minutes). This evening on behalf of Mr. Crowley and her, it was their intention to focus on progress for the future.

Mrs. Rosenthal followed with a statement that she did not plan to run for re-election to the Board after her term ended this year and this did not have anything to do with the Maria Sutton vote she rendered in December.

Mr. Walker expressed appreciation at having received the DVD of the December 11, 2007 Governing Board Meeting and the opportunity to view his decision once again. He stated that he rendered his decision based on compassion and mercy towards those who make mistakes. He indicated that he had received many phone calls supporting his decision. He also asked Ms. Clark who had helped her and Mr. Crowley draft their comments as he didn’t feel she was intelligent enough to have done this on her own.

General Counsel Pete Kushibab cautioned the Board that comments being offered at this time were in violation of open meeting restrictions.

At 6:40 p.m., board members relocated to the tables located elsewhere in the room for a discussion of board operations. Tim Delaney of the Center for Leadership, Ethics, and Public Service, facilitated this session. Everyone but two faculty members, the facilitator, the Board Assistant and the Manager of Maricopa Governance left the meeting. The agenda included:

Review of Board Operations

I. The Dance of Democracy
A. A Public Body’s First Step
B. Recalibrating and Aligning
C. Choreographic the Dance

II. Board’s Policies on “Governance Process”
B-2: Manner of Governing
B-4: Board Job Description
B-5: President’s Role
B-8: Annual Board Planning Calendar
B-9: Board Member’s Code of Conduct
B-12:Board Operations

III. Public Leadership
A. A Public Body’s Next Three Steps
B. The Best Practices of Public Service

A copy of the two documents that Mr. Delaney used and read from are enclosed. These were the agenda he developed and also a copy of Section B of the Maricopa Governance Policies.

The following comments were made during the session:

• Violation of policies occurred at December 11meeting.
• At start of New Year, resolutions are made to improve, have a fresh start.
• When part of a team, it is normal to defer to partner because partners not sure what will be done. Ground rules should be set up.
• Board member should prepare for meetings and know how they are going to vote.
• At first meeting of the year, schedule for the year should be reviewed. Board’s purposes should be recalibrated and expectations should be discussed.
• Mission of the legislative body should be reviewed.
• Every member has a right to opinion and debate.
• Democracy is messy! Sometimes we vote and lose. Need to learn to communicate more effectively.
• Need to be able to explain and help people understand why members are voting the way they are.
• Serving on the board is a fishbowl and need to be aware of audiences. Modeling the way is important. Who are you trying to score points for or from?
• In order to encourage high ethical standards within organizations, leaders first have to provide an environment that is conducive to ethical behavior. Management and leadership have a huge responsibility in setting examples for their organizations and living the values they preach if they want to sustain a culture of ethics. (Deloitte & Touche, May 2007)
• Parliamentary Rules of Procedure:
o Parliamentary law is a branch of the common law.
o Every deliberative body is bound to comply with all applicable rules laid down for it by the Constitution and laws, both statutes and court decisions and basis legal principles. These rules and principles govern whether adopted by the body or not, and they apply whenever group decisions are being made. Failure to conform to them invalidates any action taken or decision made.
o Unless restricted by the Constitution, statutes or other superior authority, an organization can adopt its own rules of parliamentary procedure by a majority vote. Also, by a majority vote, it can change, suspend or repeal the rules at any time it chooses. Failure to comply with its own adopted rules does not invalidate actins of the organization.
o Every member of an organization is presumed to be the equal of each other member, and each has rights that must be respected. The rights of the minority and the majority both must be protected.
o It is necessary that every deliberative body be governed by rules of procedure in order that the will of a majority of its members may be determined and revealed in an orderly manner.
o Rules of order, also known as standing orders or rules of procedure, are written rules of parliamentary procedures adopted by a deliberative assembly, which detail the processes used by the body to make decisions.
o House Rules prevail.
o At Maricopa the rules of procedures adopted by the Board are known as Manner of Governing, Section B-2 of Governance Process Policies. Mr. Delaney review the following procedures:

Operate in all ways mindful of its civic trusteeship obligation to those who own the organization, the residents of Maricopa County. Board members will attempt to work together, in a harmonious manner, in pursuit of this obligation.

Enforce upon itself whatever discipline is needed to govern efficiently, effectively, and with excellence. Discipline will apply to matters such as attendance, policy making principles, respect of roles, respect for democratic processes, and ensuring the continuity of governance capability. Continual redevelopment will include orientation of new members in the Board's governance process and periodic Board discussion of the vision, mission and values, outcome development, and public stewardship.

Direct, control, and inspire the organization through the careful establishment of organizational policies reflecting the Board's values and perspectives. The Board's major focus will be on the intended long term impacts outside the operating organization (outcomes), not on the administrative or programmatic means, except as they conflict with statutory law.

Cultivate a sense of group responsibility. The Board, not the staff, will be responsible for excellence in governing. The Board will be an initiator of policy, not merely a reactor to staff initiatives. The Board will use the expertise of individual members to enhance the ability of the Board as a body, rather than to substitute their individual judgments for the Board's adopted values.

Conduct itself in a manner that complies with all relevant laws and regulations. The Board will fulfill all of its legal and fiduciary responsibilities as required by state statutes, the Arizona Constitution, and all state administrative rules. These include responsibilities such as approval of the budget, tuition and fees, degrees, certificates and diplomas, graduation requirements, curriculum catalog policies and travel regulations and procedures.

When requesting any information, must make that request through the Chancellor's office.

Monitor and discuss the board's process and performance. Self-monitoring will be conducted annually and will emphasize objective criteria that focus on board efficiency, public stewardship, effectiveness, and attainment of its outcomes.

o Mr. Delaney further reviewed the Board’s Job Description located on section B-4 or the Governance Process Polices. This included:

Job of the Board is to represent the residents of Maricopa County in determining and demanding appropriate organizational performance. To distinguish the Board's own unique job from the jobs of its staff, the Board will concentrate its efforts on the following job "products" or outputs:
1. The link between Maricopa County Community College District and the citizens of Maricopa County.
A. Board Members will be responsive to the concerns of the ownership, the citizens of Maricopa County.
B. Board Members will keep in touch with relevant current and future issues.
2. Written governing policies that, at the broadest levels, address:
A. Outcomes: Organizational products, impacts, benefits, outcomes, recipients, and their relative worth (what good for which needs at what cost or priority).
B. Governance Process: Specification of how the Board conceives, carries out and monitors its own task.
C. Executive Duties and Responsibilities: Constraints on executive authority that establish the prudent and ethical boundaries within which all executive activity and decisions must take place.
D. Board-Staff Relationship: How power is delegated and its proper use monitored; the Chancellor role, authority and accountability.
E. General: Areas of administrative operation where the Board has elected to continue to maintain ultimate authority.

President's Role
The job "product" of the President is, primarily, the integrity of the Board's process and, secondarily, occasional representation of the Board to outside parties. The President is the only Board Member authorized to speak for the Board (beyond simply reporting Board decisions), other than in rare and specifically authorized instances.
1. The job output of the President is that the Board behaves consistently with its own rules and those legitimately imposed upon it from outside the organization.
A. Meeting discussion content will only be those issues that, according to Board policy, clearly belong to the Board to decide, not to the Chancellor.
B. Deliberation will be fair, open, and thorough, but also efficient, timely, orderly and kept to the point.
C. The Board will offer the opportunity for input from individuals and organizations, including employee groups and affiliated organizations that have expertise and interests specifically related to Board decisions and Board policies.
2. The authority of the President consists in making decisions that fall within the topics covered by Board policies on Governance Process and Board-Staff Relationship, except where the Board specifically delegates portions of this authority to others. The President is authorized to use any reasonable interpretation of the provisions in these policies.
A. The President is empowered to preside over Board meetings with the commonly accepted power of that position (e.g., ruling, recognizing).
B. The President, being an individual Board Member, has no authority to make decisions about policies created by the Board within the Outcomes and Executive Duties and Responsibilities policy areas. Therefore, the President has no authority to supervise or direct the Chancellor.
C. The President may represent the Board to outside parties in announcing Board-stated positions and in stating presidential decisions and interpretations within the area delegated to him or her.
• Mr. Delaney suggested that the Board at its January meeting not just elect new officers but use this as an opportunity to review their processes. They should also provide for orientation of new board members (this is being done already when new board members are elected or appointed in a separate session with the Chancellor and staff).
• Board Members’ Code of Conduct Policy (Section B-9) was also reviewed. This included:

The Board expects of itself, as a whole and of its members, ethical and professional conduct. This commitment includes proper use of authority and appropriate decorum in group and individual behavior when acting as Board Members.
1. Board Members must represent unconflicted loyalty to the interests of the entire community of Maricopa County. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other boards and staffs. Likewise, Board Members are elected to serve on a nonpartisan basis, and this accountability supersedes the personal interest of any Board Member acting as an individual consumer of the organization's services and when serving as a steward on behalf of the college district.
2. Board Members must avoid any conflict of interest with respect to their fiduciary responsibility.
A. There must be no self-dealing or any conduct of private business or personal services between any Board Member and the organization except as procedurally controlled to assure openness, competitive opportunity, and equal access to "inside" information.
B. Board Members must not use their positions to obtain employment in the organization for themselves, family members, or close associates.
3. Board Members may not attempt to exercise individual authority over the organization except as explicitly set forth in Board policies.
A. Board Members' interaction with the Chancellor or with staff must recognize the lack of authority in any individual Board Member or group of Board Members except as noted above in these governance policies.
B. Board Members' interaction with the public, press or other entities must recognize the same limitation and the similar inability of any Board Member or Board Members to speak for the Board.
C. Board Members will make no public judgments of the Chancellor or staff performance except as that performance is assessed against explicit Board policies by the official process.
4. Board Members must deal positively and respectfully with each other, including the use of open and honest communication.
5. The Board as a whole will provide sufficient opportunities for open, respectful, and honest communication with their internal and external communities.
6. In circumstances where the conduct of a Member has been questioned in accordance to the Board’s own established policies, the Board may request that the Chancellor arrange for an independent review to be conducted for the purpose of advising the Board if noncompliance with its own policies has occurred by an appropriate individual(s). After receipt of the results of the review, the Board may discuss the matter in a public meeting, and as a body address the conduct of its member.

• Mr. Crowley commented that policies were violated in December with reference to #3 above – “must adhere to set policies.” Mr. Delaney responded that although he understood the recent event, this discussion was intended to help in moving towards the future. General Counsel Pete Kushibab explained that this occurrence could be used as an example but the matter was part of the past and could not be changed. Mrs. Rosenthal commented that the Board does not disagree most of the time with the Chancellor but at times the Chancellor will make recommendations that they don’t agree with and the Board has an obligation to thoroughly read the backup material sent and either disagree or agree. Board members have an obligation to think through the material given to them.
• The issue in question passed and should provide guidance for the future. Legalism should not bind but rather be guidance.
• How does a governing body guide the state law; how do you throw them away?
• The Constitution, Statutes, Rules of Procedures set by State Legislature guide governing bodies. When violations occur they can be called upon; that is why rules are mended. Rules are the guideposts along the highway. When you plow ahead, you set yourself up for more repetition.
• Acceptance through rules.
• District is forty years old and this may be one of few mistakes made.
• Deviated from rules for a purpose.
• Have been under review for two years and policies were adopted. We are failing the litmus test and firing individuals. Once we repaired problems, we should have adhered to new standards.
• Understand that we are sitting in a fishbowl which is seen by citizens. Which rules are going to be enforced and which are not. If you have a sore and pick at it, it will not heal but if you put some ointment on it, it will heal.
• Need to agree to disagree and move on. Changed the policy and made different determination.

In conclusion, Mr. Delaney reviewed the Best Practices of Public Service included in his handout. These included the following:

• Always remember that you are a public servant, and as such your position exists so you can serve the public.
• Hold the community in trust so you leave it better than you found it.
• Promote the common rather than narrow interests.
• Promote civility.
• Model the positive way for others in your community.
• Remember that no public servant is above the law, and all owe a duty to the public.
• Recognize that all public servants are guardians of the public’s trust and laws.
• Exercise the highest ethical standards.
• Keep three things in mind:
o First, you hold office to serve the public
o Second, you are holding the future in trust, in that the decisions you make today will have long-term implications, so make sure you focus on the broader community impact rather than just your personal consideration.
o Third, you are modeling behavior for the broader community, and if you care enough to respect the law, then you will be encouraging others to do the same, whereas if you ignore the law, your actions can eat away at the fabric of your community.

Bottom line: Make this district better.

The Special Board Meeting adjourned at 6:40 p.m.

———————————
Dr. Donald R. Campbell
Governing Board Secretary