10520 MINUTES OF THE SPECIAL MEETING OF THE MICHIGAN STATE UNIVERSITY BOARD OF TRUSTEES August 25, 1995 Meeting via telephone conference call A special meeting of the Board of Trustees was called to order by President McPherson via telephone conference call at 3:00 p.m. in the President's Conference Room. Trustees present via conference call: Dolores M. Cook* Dorothy Gonzales, Russell G. Mawby, Colleen McNamara, Donald W.. Nugent, John .D. Shingleton, and Bob Traxler, Trustee absent: Robert E. Weiss. University officers present: President McPherson, Provost Simon {via conference call). Secretary Hesse, General Counsel and Vice President Noto, Vice Presidents Denbow, Wilkinson, and Acting Vice President June. Others present: Michael Kiley, Doretha Mortimore, Nancy Pogel, and Keith Williams. All actions taken were by unanimous vote of the Trustees present, unless otherwise noted. 1. On a motion by Mr. Nugent, supported by Mr. Shingleton, THE BOARD VOTED to approve the proposed agenda. I Public Participation - no requests 2. There were no requests for public participation on issues germane to the agenda or on other issues. Personnel Actions 3. Personnel Actions Establish Executive Management position - Senior Presidential Advisor for Strategic Planning and Budgeting and Asst. Provost Appointment - Martha L. Hesse Appointment - Nancy H. Pogel Secretary of the Board of Trustees and Executive Assistant to President A. It was recommended that an Executive Management position titled Senior Presidential Advisor for Strategic Planning and Budgeting and Assistant Provost be established August 25, 1995. Further, it was recommended that appointment approval be retained by the Board of Trustees and approval for all other personnel actions related to this position be delegated to the President. It was further recommended that Martha L. Hesse be appointed Senior Presidential Advisor for Strategic Planning and Budgeting and Assistant Provost, effective August 25, 1995, with an initial salary of $88,400. On a motion by Dr. Mawby, supported by Ms. Gonzales, A ROLL CALL VOTE OF THE BOARD was conducted by Secretary Hesse and the recommendations were approved 6 to 0. Mr. Traxler abstained from voting. Mr. Traxler questioned the delegation of personnel responsibilities and is hopeful the Trustee Policy Committee will reexamine personnel practices. B. It was recommended that Nancy Pogel be appointed to the position of Executive Assistant to the President and Secretary of the Board of Trustees, effective August 25, 1995, with an initial salary of $89,000. On a motion by Dr\ Mawby, supported by Ms. Gonzales, the recommendation was accepted. Mr. Traxler recommended that the motion be amended to omit the title Secretary of the Board of Trustees. Ms. McNamara supported Mr. Traxler's motion for the purpose of discussion. Trustee Traxler commented on the process used for selection of the candidate and expressed concern for the dual functions•of the position. He stated "the Secretary of the Board of Trustees is an essential and vital position that ought to be one that is filled by the Board, one in which the individual who fills the position holds that honor and that title and has total responsibility to the Board for information and access to knowledge...to be accountable and responsible to the Board only, working in a collegial fashion with the President and members of the administration..." Mr. Traxler recommended that the vacancy should be announced with applicants solicited and there should be careful review of the applicants by an appropriate committee of the Board or the Board itself. I I I 10521 August 25,-• 1995 Mr. Nugent stated it was his understanding that a committee had been appointed to include Chairperson Mawby, Trustee Cook, and Trustee Weiss; the committee had met and this was their recommendation. Appointment - Nancy H. Pogel continued Dr. Mawby responded that the position has been effective for Michigan State University by working in concert with both the Board of Trustees and the President, In his view, the individual being recommended has this perspective as well as the experience at MSU, credibility with faculty, and professional credentials to serve the Board and the President well. Mr, Traxler observed that "..,without a secretary appointed by the Board, there is little prospect of the Board having the kind of information which will allow it to proceed in a constitutional manner to fulfill its responsibilities. It has nothing to do with personalities. I perceive this to be the need for the Board to be accountable to the people who elect us and fulfill theconstitutional mandate." He stated further that he believes there is a need to have a secretary accountable to the Board. "If you look at the resolution, the recommendation is very clear this person is Executive Assistant to the President and, incidentally, the Secretary of the Board." Trustee Nugent proposed reversing the titles to Secretary of the Board of Trustees and Executive Assistant to the President. The suggestion was supported by Mr. Traxler who stated that in the spirit of collegiality he would withdraw the amendment to the main motion. On a ROLL CALL VOTE conducted by Secretary Hesse, the Board voted on the recommendation as restated to appoint Nancy Pogel to the position of Secretary of the Board of Trustees and Executive Assistant to the President. The recommendation was approved 6 to 1; Trustee Traxler voted No; President McPherson thanked Dr. Hesse for the outstanding job she has done during the past two years and, in his judgment, it has been a particularly productive relationship for both the Board and for him. He commented on the importance and his expectations of the new position, Dr. Pogel was welcomed by the President who recognized her significant involvement on the Guiding Principles with Vice President Greenleaf. It was requested that the Board of Trustees meet in Executive Session to consult with its attorney to consider material exempt from discussion or disclosure by state or federal statute. The session was exempt from disclosure under Section 8(e) of the Michigan Open Meetings Act. Executive Session On a motion by Dr. Mawby, supported by Mr. Nugent, a ROLL CALL VOTE was conducted by Secretary Hesse. The motion passed unanimously for the Board to meet in Executive Session. The meeting adjourned at 3:50 p.m. for Executive Session. Pet'er McPherson, President • Dr. Martha L. Hesse, Secretary i