GOVERNANCE COMMITTEE

August 6, 2009

The meeting was called to order at 1:15p.m. at NE Delta Dental, Concord, NH

Members Present: Connie Roy-Czyzowski, Chair; Claudie Mahar, Richard Heath, Nick Halias, Walter Peterson, Mark Edelstein, and Richard Gustafson.

1. Approval of the July 23, 2009, Meeting Minutes

VOTE: The Committee, on motion by Ms Mahar, seconded by Mr. Heath,

voted unanimously to accept the minutes of July 23, 2009, meeting as presented.

2. Review of Suggested Nominees for Vacant Board Positions

Dr. Gustafson discussed potential candidates to fill the trustee slot to represent the field of education.

Ms. Mills shared the other names submitted by Board members. The Board Chair will review the names submitted.

3. Board Self-Evaluation Survey – Review of Draft Report

Chancellor Gustafson explained the updated version of the 2009 self-evaluation memo that will be presented to the Board at the October meeting.

ACTION: Ms. Mills will resend the self-evaluation memo to committee membersfor final review.

4. Standing Committee Structure Change

It was recommended that the Legislative Committee be combined with the Executive Committee and that two at-large members be added to the committee.

VOTE:The Committee, on motion of Mr. Heath, seconded by Ms. Mahar, voted

unanimously to recommend to the full Board to combine the

responsibilities of the Legislative and Government Relations Committee

with the Executive Committee, eliminate the Legislative and Government

Relations Committee and add two members at-large to the Executive

Committee as follows:

  1. Executive Committee

There shall be an Executive Committee, which shall consist of the Board Chairperson, Vice Chairperson, Secretary, Treasurer, Immediate Past Chair, the Chairpersons of each active Standing Committee of the Board, and two members at-large as appointed by the Board Chair. The Chairperson of the Board shall be the Chairperson of the Committee.

The Executive Committee is authorized and empowered to act

on behalf of and in the name of the Board of Trustees in all

matters requiring Board action between regular Board

meetings, except that it may not take action against an

expressed policy of the Board.

A majority of members shall constitute a quorum for the

transaction of business by the Executive Committee.

In addition, the Executive Committee shall have

the responsibility to:

  • Annually evaluating the Chancellor, and reviewing the performance evaluations of the Presidents and principal administrators who report directly to the Chancellor;
  • Recommend the appointment and compensation of the Chancellor to the Board;
  • Address the visibility, state-wide awareness and reputation of the System and guide marketing priorities;
  • Lead and conduct periodic strategic planning, including review of the Mission, and Board development initiatives;
  • Review the congruence of College strategic plans with the Board’s strategic plan;
  • Provide direction and leadership of fund raising and related institutional advancement initiatives.
  • Assume responsibility for those activities that may arise which are not assigned to another standing committee
  • Consult with the Chancellor and staff on legislative strategies and develop a proactive legislative agenda that meets the needs of the CCSNH.

All Board members will be notified and invited to all Executive Committee meetings. The Chair shall notify each member of the Board of all actions taken by the Executive Committee not later than one week after any the meeting of the committee, and all actions shall be reported at the next regular meeting of the Board.

5. Review of Conflict of Interest Comments Received

Ms Roy-Czyzowski circulated four sample Conflict of Interest statements. It was suggested that a subcommittee of this committee be formed to review samples and develop one document. It was also suggested that we review the USNH trustee conflict of interest statement.

All preferred the Foundation conflict of interest statement to use as a base.

ACTION: Ms. Mills will combineinto one document all the responses (conflict questions) she received in response to the July 24 email.

6. Other

Discussion followed on the strategic planning retreat. This would be held in December. In addition to suggestions made at the last meeting, the following were added: student panel on retention issues; speaker on retention; CCSSE; and industry experts from fields including automotive, health and IT on a panel.

It was suggested we look at last year’s retreat evaluation forms.

The strategic plan from that meeting should be reviewed.

ACTION: Ms. Mills will send the strategic plan from the December 2008 retreat and evaluation tally to Committee members.

NEXT MEETING: Not scheduled.

The meeting adjourned at2:22 p.m.

Respectfully submitted,

Marie Anne Mills

Assistant to the Chancellor

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