Board of Visitors

Executive Committee Meeting February 20, 2015

Present from the Board

• Mr. Preston White
• Mr. William B. Downey
• Ms. Vicki Siokis Freeman
• Mr. S. Anderson Hughes
• Mrs. Ann N. Hunnicutt
• Mr. W. Bruce Jennings
• Mr. N. Scott Millar
• Mr. Ronald L. Tillett

Present from the University

• Ms. Cynthia R. Perry, Chief of Staff
• Maureen R. Matsen, Esq. University Counsel
• Ms. Beverley Mueller

Rector White convened a meeting of the Executive Committee to review the duties and responsibilities of the Executive Committee now required by the 2013 legislation of the General Assembly. He called on University Counsel Maureen Matsen to lead the discussion.

Ms. Matsen reminded the Board that last year several changes were made to the Board's By-Laws as a result of the new legislation. She reviewed Section 23-2.04 of the Code which outlines the requirements of the Executive Committee of the Board.

Among the requirements are the development of a Statement of Governance for adoption by the Board and the creation of a Code of Ethics. The Committee reviewed the drafts of these documents which were prepared by Ms. Matsen. She explained that the Statement of Governance is drawn from the enabling legislation and the Committee reviewed and discussed these documents and recommended changes.

The Executive Committee discussed how often they should meet and it was noted that the Code does not specify. Historically at CNU, the Executive Committee meets on an "as necessary" basis. The composition and size of the Executive Committee was also discussed and it was noted that a simple majority is a quorum so there is no need to change the By-Laws.

Next the Committee reviewed the drafted Code of Ethics. The Committee deliberated about requiring Board members to sign the Code of Ethics since the Executive Committee is to oversee and review compliance. Following discussion, the Code of Ethics was approved and adopted by the Executive Committee without requiring signature. It was decided that the Code of Ethics and Statement of Governance will be included in the Board Member Manuals.

There were no recommended changes to the Board By-Laws, as changes were made last year to bring Christopher Newport into compliance. Additionally, no changes were recommended on committee structure or meeting schedules.

Under Section 3 (d), the Executive Committee is to develop an orientation and continuing education process for members of the Board, including FOIA training. It was noted that currently, as new members are appointed to the Board, they visit CNU and meet with the President and top administrators and then meet with University Counsel for FOIA and conflict of interest training and review of the enabling legislation. Also, an Advance for the entire Board is held every other year. In addition, SCHEV now requires training of Board of Visitors members. Ms. Matson will prepare a document which sets forth the Boards orientation and continuing education process.

The Executive Committee discussed qualifications and competencies for membership on the Board specifically suited for Christopher Newport. Things to consider were diversity in professions, regions and cultures. A suggestion was made that the qualifications be included in the President's recommendation letter to the Governor. Ms. Matsen will check with other universities to obtain a copy of their qualifications and competencies for board membership and will develop a list to be reviewed by the Executive Committee.

The Executive Committee discussed the President's contract and the need to review the contract and set incentives for him to stay at Christopher Newport. The Executive Committee will review the contract in May and make any recommendations at the June meeting at which time the annual evaluation of the President will also take place.

There being no further business, the meeting was adjourned.