HUMBOLDT STATE UNIVERSITY CENTER BOARD OF DIRECTORS Meeting on Thursday, November 10, :15 p.m.

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1 HUMBOLDT STATE UNIVERSITY CENTER BOARD OF DIRECTORS Meeting on Thursday, November 10, :15 p.m. The Humboldt State University Center Board of Directors met on the above date in the University Center Banquet Room, at Humboldt State University, Arcata, California. Chair, T. Mike Kirakosyan, called the meeting to order at 5:15 p.m. Directors Present: Directors Absent: Also Present: Lauren Alcorn, Dave Hailer, T. Mike Kirakosyan, Steve Martin, Casey Park, Mark Rizzardi, Syivia Shively, Candace Young Peg Blake (excused), Gregg Foster (excused), Ian Ingerson (excused), Jonah Piatt (excused), Armeda Reitzel (excused) Heidi Chien, John Erickson, Roy Furshpan, Bridget Hand, Joyce Lopes, Dave Nakamura, Carli Palmerin, Linda Pereira, Ron Rudebock MINUTES Approval of Agenda It was moved (Park) and seconded (Haller) to approve the Agenda. The Agenda was approved. Approval of Minutes It was moved (Park) and seconded (Young) to approve the Minutes of the Board Meeting on October 6, The motion was approved. Public Comment Executive Director, Dave Nakamura, recognized the heightened emotions throughout the country and local/campus communities in response to the recent presidential election. A rally is taking place tonight in Eureka where it is thought many HSU students would be in attendance. As such, Peg Blake and Jonah Piatt felt that they needed to be there. The University will be reaching out to support students during this time with a focus on ensuring they feel safe. In an sent to the university community on Wednesday, President Rossbacher outlined resources on campus that are available to support students. 1

2 Chair s Report T. Mike Kirakosyan, reporting December Holiday Board/Management Staff Dinner The annual Board and Management Staff holiday dinner will be held on Thursday, December 8, in Windows Café, immediately following the Board meeting. Invitations with additional information will be sent shortly. Board members are welcome to bring a guest to dinner. Student Board Member Check-ins Chair Kirakosyan has met with student Board members to review the meeting agenda and provide an opportunity to connect outside of the Banquet Room. He hopes that this becomes a regular duty for future Board chairs. Executive Director s Report Dave Nakamura, reporting IRS Form 990 Non-profit organizations are required to file an IRS Form 990 corporate tax return annually, and the document must be made available to the organization s board of directors before it is filed with the IRS. Copies of the return for the fiscal year was brought to the meeting and made available to interested Board members. It is posted on the University Center s website as a transparency requirement, and this item does not require action by the Board. University Center Operating Agreement Update The operating agreement was under review by the Chancellor s Office and it has since returned to the campus. Staff reviewed the document and sent it over for legal review from a University Center perspective. It is expected that the agreement will come before Executive Committee for discussion in the next month or two. Associated Students/University Center Administrative Services Agreement The AS issued a Request for Quote (RFQ) for business and accounting services to both the University Center and HSU. UC staff reviewed the document and determined it is not realistic for the University Center to provide the services AS is asking for because of some of the transition work which has already taken place, particularly with Clubs and IRA accounting. As a result, the University Center respectfully declined to provide a proposal. Staff from HSU will present its proposal at the next AS Council meeting on November 14. Executive Committee Report T. Mike Kirakosyan, reporting Ca1PERS Public Agency Review, Finding #6 The Executive Committee met on October 27, 2016, with Dave Nakamura and Associate Executive Director, Heidi Chien. VP for Administrative Affairs, Joyce Lopes, was also present at the meeting. Richard Bromley, who is an attorney with expertise in CSU auxiliaries and human resources, appeared via teleconference. This finding refers to the membership status of three UC staff members who are State employees where the University Center reimburses HSU for the cost of their salaries and benefits. Board members were referred to a copy of a letter from Ca1PERS dated October 7, 2016, which determined that the impacted employees should be enrolled into 2

3 membership with the University Center. Mr. Bromley, speaking as a representative of the University Center, indicated that in keeping with the purpose of auxiliary organizations which in part is to be autonomous entities the best move would be for the employees to transfer to the UC. Ca1PERS provided a right to appeal the decision within 30 days from the date of the letter. The Chancellor s Office requested additional time to determine whether to file an appeal, and an extension was granted by Ca1PERS to November 30. The Chancellor s Office has hired a benefits lawyer to study the finding from a legal standpoint and work through the facts of the case with a team of attorneys to ascertain whether or not it is best to appeal. They are also establishing if they can represent the CSU, HSU, and UC if an appeal is filed. The Executive Committee set to meet again on November 17, at which time it is expected the benefits attorney will be able to provide a recommendation. University Center Bylaws Amendments This item was introduced by staff. Analyzing changes will begin at the next Executive Committee meeting where staff will present sections that Ca1PERS specifically brought up as a starting point for making amendments. It was moved (Haller) and seconded (Martin) to accept the Executive Committee Report. The motion carried. Programs & Facilities Board of Directors Report Lauren Alcorn, reporting Election of Officers Chair and Vice Chair The Programs & Facilities Board of Directors (PFB) met on October 26 and November 2, Lauren Alcorn was elected Chair, and Dave Haller elected Vice Chair. Special Board Meeting/Retreat Discussion During the meeting on October 26, the PFB reviewed the Dining, Center Activities, and CenterArts brainstorming sessions notes from the Board retreat, and from those notes identified a list of priorities for staff to refine further. During the meeting on November 2, staff presented an updated priorities list taking into account the priorities and other items of note at the previous meeting. This document will be discussed during Old Business. Facilities Projects Report Dave Nakamura provided an update on minor facility replacement projects that took place over the summer. Carpeting in the Depot, UC Banquet Room, and the Karshner Lounge was replaced. During the upcoming winter break, carpeting in the KBR is being replaced and the Depot will be repainted. Furniture in the Depot will be replaced during spring break. Next summer, staff hopes to upgrade the University Center s fire alarm system and is looking into rebuilding or remodeling one or both of the UC s elevators. Another potential summer project is renovating the first floor of the JGC, which would include expanding the Giant s Cupboard into the recreation room for additional space. 3

4 It was moved (Young) and seconded (Hailer) to accept the Audit Committee Report. The motion carried. Old Business Brainstorming Sessions Priorities Board members were referred to a copy of a priorities list from the Board retreat s brainstorming sessions brought forth by the UC Programs & Facilities Board. Dave Nakamura reported that this list is a result of selecting notes from the retreat s sessions as raw data to determine priorities and compile similar items. The resulting document was an outline expressed in a clear form. This is a new process for the UC management team that it will use to facilitate developing next year s Goals & Objectives into a document that reflects the Board s priorities and how they fall within the campus s Strategic Plan and Blueprint. CSU Advisory Services Review Board members were referred to copies of management s responses to the University Center Business Processes Advisory Review document issued by the CSU, and a draft copy of the Sound Business Practices review conducted by the campus administration last spring. The CSU report contained 12 recommendations having to do with areas such as balance sheet reconciliations, cash transportation, information technology, purchasing, composition of the UC Board of Directors, and State employee agreements. The responses provided management s status report on the auditor s recommended actions. The Board discussed the responses with staff noting that some of the recommendations have already been implemented. VP Joyce Lopes expressed her appreciation to Heidi Chien and the Business Office staff for their responsiveness during the advisory review, and to Dave Nakamura and the Board for its work on the University Center s five-year strategic plan. All campus support organizations were asked to provide a fiveyear plan, and the President appreciated the student-centered focus of the University Center s report. In the CSU Advisory Review, one of the recommendations looked at improving efficiencies in information technology, namely to upgrade the IFAS accounting system currently being used to PeopleSoft. She advised setting up a task force that includes UC, HSU Business Services and IT Office staff to explore this and other options. There was also a recommendation to evaluate the composition of the UC Board to ensure balance and continuity. This evaluation might include reviewing the Board s subcommittees and the bylaws to ensure the organization fits within University Center s mission. To that end, she recommends engaging the services of an attorney who specializes in non-profit organizations, and a strategic visioning consultant to meet with the Board for a visioning session. New Business University Center Legal Counsel In accordance with CSU policy, each auxiliary organization is required to have the advice and counsel of an attorney admitted to practice law in the State of California. Management recommends 4

5 the appointment of Richard Bromley, from the firm Constangy, Brooks, Smith & Prophete LLP. He is currently engaged by the Auxiliary Organizations Association and has worked with the organization for over 20 years. Employment counseling is Richard s specialty, but he also has expertise in other areas including CSU auxiliaries in particular. The University Center has a current retainer with Mr. Bromley, and this item is to codify the agreement. Appointing him as legal counsel does not preclude the University Center from engaging the services of other attorneys as the Board and management see fit. It was moved (Alcorn) and seconded (Young) to reappoint Richard Bromley legal counsel based on the engagement letter dated April 27, The motion was approved. General Board Comments Lauren Alcorn reported that on Monday, RHA impeached its president. This is a student position who sits on the UC Board. An interim president is in place. The elections process will begin after fall break and be complete by the end of the semester. The interim president is not going to run for the position. Mike Kirakosyan reported that students are frightened as a result of the presidential election and is pleased to see the University Center support diversity in its priorities list. He encouraged reaching out and providing support for students of color, queer, and other marginalized groups. Announcements Center Activities Manager, Bridget Hand, announced that HSU won the Outdoor Nation Campus Challenge as the Most Outdoorsy in the Nation and the gear library of prizes has arrived. The prize package includes tents, backpacks, and sleeping bags valued at more than $4,000. Adjournment It was moved (Park) and seconded (Rizzardi) to adjourn the meeting at 7:10 p.m. Submitted by: Linda Pereira Recording Secretary/Assistant to Executive Director Agreed and Accepted: Chair Date iv ~ / (~ 5