Meeting Minutes - June 25, 2002

BOARD OF VISITORS
SPECIAL BOARD MEETING
President's Conference Room
June 25, 2002

MINUTES

The Rector called the meeting to order at 5:45 p.m. Roll Call indicated that the following Board of Visitors were in attendance and that a quorum was present.

Board Members Present

Dr. Alvin Bryant, Rector
Mr. Alfred Austin, Vice Rector
Mr. David Robertson, Secretary
Ms. Delores Archer
Mr. Michael Ball
Mr. Willie Brown
Mrs. Teresa Carrington
Mr. Jack Ezzell
Capt. Fred Garner
Mr. Colvin Gibson
Mrs. Viola Madison-Foreman

Board Members Absent

Dr. Caspa Harris
Mrs. Maria Ortiz

Student Representative Absent

N/A

Members of the NSU Staff Present

Dr. Marie McDemmond, President
Mrs. Karla Johnson, Executive Assistant to the President and Agency Liaison
Dr. Elsie Barnes, Acting Vice President for Academic Affairs
Mr. Edward Jolley, Vice President for Finance and Business
Mr. Larry Curtis, Vice President for Student Affairs
Mr. Paul Shelton, Vice President for University Advancement
Dr. Adebisi Oladipupo, Associate VP, Research and Technology
Mr. Earlie Horsey, Executive Director, Planning & Budget
Mr. Patrick Kelly, General Counsel
Dr. Curtiss Wall, President-elect, Faculty Senate
Mr. Ernest Ellis, Internal Auditor
Mrs. Sharon Hoggard, Director, News & Media
Mrs. April Allbritton, Office Manager

Other(s) in attendance

Dr. William Weary, Fieldstone Consulting, Inc.

1. Invocation

Dr. Bryant asked Mr. Brown to give the invocation.

2. Agenda

Dr. Bryant stated that agenda items 3, 4 and 5 would be covered first by the President. He stated that items 1 and 2 would be discussed last in closed session.

3. President's Report

Dr. McDemmond stated that items 3, 4 and 5 are all a part of her President's Report.

Building and Grounds — Dr. McDemmond stated that at the May Board meeting, the Building and Grounds Committee anticipated that an action item to request approval of the property transfer as part of the housing agreement would come before the Board today. However, due to a technically in new legislation that was introduced, this item is being moved to the August Board meeting. Dr. McDemmond stated that the new language provided flexibility in public/private partnerships as described to her by Senator Stosch. She stated that Mr. Kelly found, after consultation with the General Attorney's Office, that no procedures have been written to implement the legislation.

Timetable

• Draft resolution for Board approval - August
• Language to be included in Governor's budget language - December
• Approval by General Assembly - early Spring
• Begin construction - Spring 2002
• Open residential housing - Fall 2004

Dr. Bryant stated that Student Affairs was eager to have the building completed and expressed disappointment that the opening would be delayed a year.

Cpt. Garner asked how a year's delay would impact the budget. Mr. Jolley stated that there would be a cost-of-living increase. He stated that the cost for construction would remain basically the same; however, an increase is anticipated for labor due to diminished levels of skilled workers. Mr. Jolley stated that the facility cost is estimated at $15M - $16M.

E²F Corporate Activity —  Dr. McDemmond stated that E²F is planning to enter into an agreement with Geographic Network Affiliates-International to establish an Limited Liability Corporation (LLC) to construct RISE Two.

Dr. McDemmond stated that Dr. Oladipupo, Mr. Askew and herself have held discussions with GEO on RISE for the past two years. GEO is proposing to construct RISE Two (a 240,000 sq. ft facility). RISE Two will serve as a corporate park and contain a data facility. Dr. McDemmond stated that GEO is able to build RISE Two through resources from its not-for-profit foundation. This foundation receives donations, i.e., fiber optics and other resources (mostly through technology downturn); and uses these donations to help underdeveloped/underserved populations.

Mr. Patrick Kelly made the following statements in reference to the E²F Corporate Activity:

• The Board approved at its May Board meeting a "Policy on University-Related Foundations" that outlines the need for foundations to request the Board's concurrence for any new entities that would use the university's name in relation to its development.
• The Board is not liable if it approves the LLC.
• The E²F Board plans to submit a resolution to the Board of Visitors in the future that would exempt it from the Policy on University-Related Foundations. The nature of the E²F is to create these types of entities.

Mr. Gibson asked if other companies were considered? Dr. McDemmond stated that GEO is our first choice because it is willing to offer the university 50% of revenues. The university met with two other companies; however, one company failed in the technology downturn and the other company did not want to provide 50% in revenues. GEO is providing the best arrangement.

Mr. Ball asked for a timetable for RISE Two. Mr. Jolley stated that he has received thirteen Architectural and Engineering (A&E) proposals for the building. Mr. Horsey, Mr. Askew, Dr. Oladipupo, Mr. Wharton (Physical Plant Director), and Dr. Sandra DeLoatch (Dean, School of Science and Technology) are on the building committee for RISE. The committee is addressing the programmatic and technical needs for the facility. Mr. Jolley stated that the university could break ground in December 2003 with completion by January 2005 (18 months construction time). Mr. Ezzell asked if he could see the specifications and a list of the A&E firms.

Mr. Ezzell stated that as a chair of the Research and Technology Committee and the Board's appointed member to the E²F, he is in favor of the agreement. He stated that he serves as an oversight for the Board for these types of projects. Mr. Ezzell assured the Board that he would bring needed information to their attention.

Mr. Gibson stated that the Policy on University-Related Foundations is a working document and would be revisited from time to time to make provisions; however, as it stands, the policy requires that the Board provide some type of okay for the LLC.

There was a discussion on whether it was necessary for the Board to approve an LLC. Mr. Gibson and Mr. Kelly explained the provisions of the Baliles Guidelines as it relates to an LLC and the Policy on University-Related Foundations. The Board concurred that the following statement made by Mr. Gibson would satisfy the requirement of the policy for the LLC: The Board on June 25, 2002 received an informational report on the formation of a corporate activity (LLC) for the E²F, and recognizes that the LLC as integral to the operation of the E²F Board.

4. Closed Session

Mr. Gibson motioned, seconded by Mr. Brown and unanimously approved by the Norfolk State University Board of Visitors to move to adjourn and reconvene in closed session, as permitted by Section 2.2-3711.A of the Code of Virginia, for the purpose of discussing and evaluating the performance of university administrative departments, specifically Academic Affairs, University Advancement and the Office of the President, pursuant to Section 2.2-3711.A.1.

Dr. Bryant asked that everyone to be excused except the Board, President and General Counsel.

The Norfolk State University Board of Visitors having reconvened in open session, took roll call vote on certification that (i) only public business matters lawfully exempted from open meeting requirements, and (ii) only such public business matters as were identified in the motion by which the Board of Visitors closed meeting was convened were heard, discussed or considered in the meeting by the Board. Any member of the Board who believed that there was a departure from the requirements as stated above, was asked to so state prior to the vote, indicating the substance of the departure that in his or her judgment has taken place.

Board members who certified the motion:

5. Creation of an Executive Vice President

Mr. Ball motioned, seconded by Mrs. Viola Madison-Foreman and approved by the Board with the following recorded vote (8-3) to approve the establishment of an Executive Vice President position with the university vice presidents reporting to the Executive Vice President.

6. Adjournment

There being no further business the meeting was adjourned at approximately 10:15 p.m.

	Respectfully submitted,
	_______________________________
	Karla C. Johnson, Executive Assistant to the President and Agency Liaison
	_______________________________
	David W. Robertson, Secretary Board of Visitors

Attachment — Agenda for Special Board Meeting (June 25, 2002)

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