Board of Visitors Meeting February 24, 2012

The Board of Visitors of Christopher Newport University met on February 24, 2012 in the Board Room of the David Student Union with Rector John Conrad presiding.

Present from the Board

Mr. Carlos Brown
Mr. Gary C. Byler
Mr. John A. Conrad
Ms. Jane Susan Frank
Ms. Vicki Siokis Freeman
Ms. Ann N. Hunnicutt
Mr. Michael C. Martin
Mr. Bryan K. Meals
Mr. Scott Millar
Ms. Delceno C. Miles
Ms. Margo D. Taylor
Mr. W. L. Thomas, Jr.
Mr. Preston White

Present from the University

President Paul Trible
Ms. Cynthia Perry, Chief of Staff
Mr. William L. Brauer, Executive Vice President
Dr. Mark Padilla, Provost
Mr. Maurice O'Connell, Vice President for Student Services
Ms. Adelia Thompson, Vice President for University Advancement
Mr. William Thro, University Counsel
Dr. Scott Pollard, Faculty Senate President
Ms. Beverley Mueller, Executive Assistant
Ms. Lori Jacobs, Director of Public Relations
Mr. Robert Lange, Dean of Admissions
Dr. Kevin Hughes, Dean of Students
Ms. Lisa Duncan-Raines, Dean of Enrollment Services & Registrar
Mr. Douglas Hornsby, CEO of the Foundations

Absent from the Board

Ms. Frances P. Luter

Others

Mr. Robert Brown, Chair of the CNU Real Estate Foundation
Mr. James Haggard, Chair of the CNU Education Foundation
Ms. Palmer Garson, Cary Street Partners
Mr. Marshall Acuff, Cary Street Partners

Rector Conrad welcomed everyone and then called for a motion to approve the minutes of the last meeting. Ms. Miles provided the motion, seconded by Ms. Taylor and approved by unanimous vote of the Board.

President's Report

President Trible commented on the retirement of Maury O'Connell, Vice President of Student Services by saying that Maury has been an all-important part of CNU for 15 years and no one has contributed more to the success of this University and our students.

As Dean of Students and Vice President of Student Services, Maury has shaped and led our efforts in admissions, financial aid, the registrar's office, student and residence life, university police, health and counseling services and the center for career planning. He has developed superb leaders in crucial activities and played a decisive role in creating the CNU of today. Our applications have exploded, the quality of our students has soared and there have been impressive gains in our retention and graduation rates.

Maury's life - and all of ours as well - has been blessed by his wife Mary and we wish these two cherished friends great happiness in the days ahead. We know that we will see them often because they both truly love this special place.

President Trible announced that Gary Byler's daughter Emma Grace will be attending CNU in the fall and that we are pleased that she has become a Captain. Mr. Byler shared that he and Emma Grace are both very excited about her decision to attend CNU.

President Trible advised the Board of the discussions about moving from the USA South Athletic Conference to the Capital Athletic Conference which is a conference with schools more like the CNU of today. He noted that CNU has been remarkably successful in the USA South Conference and each year CNU became more and more dominate winning 86% of the contests against other USA South teams. The Capital Athletic Conference (CAC) includes - Mary Washington, St. Mary's, Salisbury and Frostburg State - among others. This transition will take place over the course of the next year and in the following academic year, CNU will be a full participant in the CAC. The CAC currently does not have football but is working hard to add football to their conference. The USA South will allow CNU to stay in their conference for football only for the next four years.

President Trible said that the efforts of many good people who have worked at CNU over the last 16 years are being recognized nationally. Recently, CNU has been praised by Kiplinger's, U.S. News and World Report, Princeton Review and Forbes. Although there has been a focus in Richmond about the rising cost of higher education, CNU has been named as a best value in public education by Kiplinger's and Princeton Review named CNU as one of the 75 public schools designated as a "best value." Despite the fact that the cost of public education at CNU and other schools has increased over the last several years, CNU has been nationally recognized as one of the best buys and best values in public education.

President Trible reminded the Board that commencement would be held on Saturday, May 12 on the Great Lawn and he encouraged their attendance. He said there would be 1,000 plus graduates and Governor Bob McDonnell will deliver the commencement address.

Rector Conrad opened the floor for discussion of Resolution 1: By-Law Change regarding the election of officers and a clarification of the appointment of the Executive Committee. The language appointing the Executive Committee was ambiguous and was rewritten for clarification. As discussed at an earlier meeting, it was recommended to modify the language in the by-laws defining the election of officers by stating that priority should be given to nominating members for office whose terms of appointment do not expire simultaneously so the Board will not be without a presiding officer. Mr. Brown commented that he believes this change addresses the earlier concerns. There was no further discussion and the Board will vote on this Resolution at the next Board meeting.

Finance and Audit Committee Report

Mr. Martin, Chairman of the Finance and Audit Committee, said the Committee reviewed the financial reports of the University and felt comfortable with where we are at this time. More in- depth financial information will be available at the next meeting.

Compliance with the Policy on University Related Foundations was presented as required on an annual basis. The Committee also reviewed the SWaM report and was updated on current activities. The Committee accepted the 2012 goals, however, in some areas CNU will push to exceed the goals established.

Mr. Martin said the Finance Committee members discussed and approved Resolution 2: Cancellation of Accounts Receivable Considered Uncollectible. He explained that this Resolution allows these debts to be written off although collection efforts continue. Resolution 2 comes to the full Board at the recommendation of the Finance Committee. Ms. Miles inquired if these students had received their degrees if they owe money. Mr. Brauer explained that all monies owed to the University must be paid prior to registering for classes or receiving grades. Mr. Brauer also said that this report is sent to debt offset services so if these students receive a Virginia State tax refund, CNU would be paid first from those refunds. Rector Conrad called for a vote on approving Resolution 2 and it was approved by unanimous vote of the Board.

The Finance Committee had an internal audit report and they felt very comfortable with the auditor's report.

Mr. Martin said the new internal auditor Faith Belote is doing a great job and is putting new procedures in place. She is currently working on the expenditures related to athletic travel.

Mr. Brauer reported that CNU was granted Level II Authority for IT and capital. Level II authority allows CNU exemptions from certain state regulations. President Trible said that CNU is one of only a handful of schools that has this authority and this is in large part a result of Mr. Brauer's leadership and oversight of the immense capital expenditures that take place at CNU and he thanked Mr. Brauer for his hard work.

Mr. Martin said the Committee received an update on the compensation study and there would be an in-depth presentation in June.

Rector Conrad shared his thoughts regarding compensation. He said that for the first time today the Chairs of the CNU Education Foundation and CNU Real Estate Foundation will provide reports to the Board of Visitors in Executive Session. He will ask that the chairs of those foundations -- or the ex-officio Board member who sits on those foundations - to report at each Board of Visitors meeting.

In that regard, he said there are two positions on each of these foundation boards to be filled by members of this Board. He asked Board members to contact him today to express their interest to serve on the Real Estate or Education Board and after he receives this input, he will make the appointments.

President Trible noted that the Education Foundation meets four times a year, meets with Cary Street Partners, our financial advisors and reviews the state of CNU's endowment and makes decisions on investments. The Real Estate Foundation meets less regularly and there are three former rectors that serve on the Real Estate Board. He said that serving on either board would be an excellent way to be of further service to CNU.

Rector Conrad challenged the members of the Board to step up and provide leadership for the university, not only intellectually and emotionally, but also economically in terms of the gifts they can make to the development of CNU. He said that it is essential to have strong Board leadership to carry on the progress that has been made by the President and his administrators. There is a connection between stepping up to serve on the Education Foundation because it invests the money that is part of the university's development and is a critical part of the growth of the endowment. He challenged the Board to search their souls and pocketbooks to make economic contributions of major gifts or otherwise as a part of the development program. He said there is an opportunity to help and to let him know if they are interested in serving on either of these two boards. He said this all relates to the comprehensive campaign that is about to be launched and how to create and invest an endowment that this university needs.

Rector Conrad advised the Board that he is appointing a special committee on reviews and compensation and asked Mr. White and Mr. Martin to serve on this special committee. He noted that this is different from the ongoing university-wide compensation study. The special committee will review President Trible's job performance and his compensation and will draft a contract for him for the next five years. He noted that a performance review for President Trible had not been conducted in the last five years as his contract requires. He said he is appointing to the special committee himself, Mike Martin, Chair of the Finance Committee, Rob Brown, Chair of the Real Estate Foundation and Jimmy Haggard, Chair of the Education Foundation and Preston White as an at-large BOV member. The Committee will prepare a report on the review and compensation of President Trible subject to the discretion of the Chairman of the Finance Committee. The report will be presented to the Finance Committee and full Board and a new contract for the next five years will be drafted as well. This work will be completed by July 1.

Mr. Brown inquired why non-Board of Visitors members are on the special committee and the Rector explained that either one of the foundations may end up funding the President's compensation. Rector Conrad noted that typically deferred compensation money is kept in a private foundation but we intend to keep it in the public sphere because that is the President's desire. He said that it is exciting for CNU to be able to have one best of college presidents in Virginia but the Board must challenge him to be the best he can be and reward him to do so.

The question was raised about the terms to serve on the foundation Boards and those appointments are for 3 years.

Academic Affairs Committee

Ms. Frank said there were two Resolutions that needed to be presented to the Board and asked Provost Padilla to review Resolution 3: Plan of Compensation. Provost Padilla explained that the Plan of Compensation sets the minimum and maximum salaries for instructional faculty and these numbers are the same as last year. The second part of the resolution allows the university to continue the tradition of not practicing salary inversion where a new faculty member is hired at a higher salary than other existing faculty members by allowing adjustments to continuing faculty salaries so they are not making less than new faculty.

Resolution 4: By-Laws Changes was discussed by Mr. Thro who noted that this Resolution came before the Board at the last meeting. Resolution 4 provides a change to the university's definition of academic freedom. It makes absolutely clear that a professor's speech while in the classroom is constitutionally protected if it is on a matter of public concern. He noted this has been a matter of recent national concern for faculty. He said the U.S. Court of Appeals for the Fourth Circuit rendered a decision in which they adopted this standard language. Therefore, by adopting this resolution, we are just codifying the standard in the Fourth Circuit by which we would be governed if ever sued. Rector Conrad said that after extensive discussions with members of the Faculty Senate who resolved all of his concerns, he is in agreement with the resolution. There was further discussion and explanation of the Resolution.

Rector Conrad called for further discussion and questions on Resolutions 3 or 4. Mr. Byler provided the motion to adopt Resolution 3, seconded by Ms. Miles and passed by unanimous vote of the Board.

Ms. Miles provided the motion to approve Resolution 4: By-Laws Changes, seconded by Mr. Millar and passed by vote of the Board with one abstention.

Ms. Frank called the attention of the Board to Resolution 5: Promotions of Instructional Faculty, Resolution 6: Tenured Appointments of Instructional Faculty and Resolution 7: Faculty Sabbatical Leaves and said that these resolutions come to the full Board at the recommendation of the Academic Affairs Committee. Rector Conrad asked for discussion or questions and there being none, called for approval of Resolutions 5, 6 and 7. The Resolutions were approved by unanimous vote of the Board.

Faculty Senate Report

President of the Faculty Senate, Scott Pollard, said the Senate had been working hard with the entire faculty to identify concerns and issues throughout the year. Working groups were formed to brainstorm issues and solutions. The list came down to 19 issues and the Senate Executive Committee reduced that number to 8. Dr. Pollard said the biggest request of the faculty is on-campus child care. He said this is a difficult situation because it is extremely expensive and there is no place on campus for it. Dr. Pollard also said the faculty are greatly interested in the General Assembly's position on tuition reduction for faculty dependents and they will watch that closely as the session progresses.

Student Life Committee Report

Mr. Brown said the committee had a very full agenda and started with a report on admissions. To date, there have been 6,754 applicants and applications are still coming in. This year CNU is using a unified application process that is used by a number of other institutions around the country. So far, 3,800 students have been admitted and 366 have accepted. Applications consists of 3,437 in- state students; 855 (22%) are minority and 295 (8%) are African American. The average GPA of the admitted class is 3.8 and SAT middle range about 1080-1240. He noted that last year CNU went SAT optional so not every student has taken the SAT. The number of applications is slightly down because of the fact that we are using a more rigorous process. The committee discussed policies for recruiting more out-of-state students and efforts in that area and also what was being done locally so that CNU is still available and attractive to students in this area.

The Committee heard a great presentation from the Center for Career Planning who brought in three students who gave glowing reports on the internship opportunities that they had been afforded and they were all very complimentary of the great customer service provided by the Career Planning office. Mr. Brown said that many major corporations and businesses come to CNU to recruit our graduates. President Trible said this is an area where everyone can help our students. He asked the Board to provide contact information for any corporation or business that they know of that we could bring to campus and connect them with our graduating students.

Mr. Brown said the Student Life Committee reported that efforts continue to focus on identifying students who are at-risk academically or otherwise. This program enables professors and advisors to intervene and help make sure that our students are healthy and successful at CNU.

And lastly, he reported that CNU is aggressively seeking more Greek Life and attempting to find ways to bring small connected groups together.

Alumni Society Report

Mr. Jason Houser, President of the Alumni Society, said that plans are underway for the spring golf tournament and that the alumni are very pleased that Adelia Thompson and the university have extended the opportunity for them to be one of the focus groups for the comprehensive campaign.

Vice-Rector Frank called for a motion to enter closed session under the Freedom of Information Act Section 2.2.3711-A(1) personnel, A(3) Real Estate, A(6) Investments A(8) gifts, bequests and fundraising and A(10) honorary degrees. Mr. Brown provided the motion and it was seconded by Mr. Martin and passed by unanimous vote of the Board.

At 3:00 p.m. the Board returned to open session and Vice-Rector Frank asked for a roll call certifying that only public matters were discussed that were identified in the motion by which the executive or closed meeting was called. Board members Mr. Brown, Mr. Byler, Ms. Frank, Ms. Freeman, Mr. Martin, Mr. Millar, Ms. Miles, Ms. Taylor, Mr. Thomas, Mr. White and Rector Conrad certified to the above.

Rector Conrad reported that the Academic Affairs Committee recommended denying Dr. Carpenter's request for appeal and this recommendation comes to the Board as a motion from the Academic Affairs Committee. There was no discussion and the motion passed by unanimous vote of the Board. In addition, the Academic Affairs Committee made a motion to support the recommendation of the President to deny Dr. Carpenter tenure. There was no discussion and this motion passed by unanimous vote of the Board.

President Trible read a compelling essay of a student from Norfolk Christian School who is from a single parent home and is struggling to get into college. President Trible noted this is why endowments are so important and why the comprehensive campaign is so important at this time because CNU does not have the monies to support the many students in similar financial situations.

Rector Conrad called for a motion to approve the awarding of an honorary degree to Governor McDonnell at commencement. Mr. Thomas provided the motion, seconded by Ms. Miles and it was passed by unanimous vote of the Board.

There being no further business, the meeting was adjourned.