USF Board of Trustees Governance Committee August 17, 2017 Marshall Student Center Room 3707

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1 Governance Committee - Agenda USF Board of Trustees Governance Committee August 17, 2017 Marshall Student Center Room 3707 Trustees: Jordan Zimmerman, Chair, Brian Lamb, Stan Levy, Hal Mullis, John Ramil, Nancy Watkins Staff Liaisons: Cindy Visot, Gerard Solis A G E N D A I. Call to Order and Comments Chair Jordan Zimmerman Public Comments Subject to USF Procedures II. New Business Action Item FL 101 Approval of May 18, 2017 Minutes FL 102 Approval of President s Goals Chair Zimmerman Chair Zimmerman III. New Business Information Items FL 103 Direct Support Organizations Update GC Gerard Solis a. Review of Proposed Changes to USF System Direct Support Organizations Regulation and Update on the Status of Proposed Amendments of the DSO Statute b. Proposed Change to BOT Operating Procedures Require Appointment of Representative to DSO Boards IV. Adjournment Chair Zimmerman 1

2 Governance Committee - New Business - Action Item Board of Trustees Governance Committee May 18, 2017 Meeting Notes Meeting called to order May 18, 2017 at 8 a.m. Members present: Brian Lamb, John Ramil, Nancy Watkins, Jordan Zimmerman Committee Chair Zimmerman welcomed the committee members and let them know that there were no requests for public comments. New Business Action Item FL 101 Approve 02/16/17 minutes Committee Chair Zimmerman introduced the item and asked for a motion. Motion was made to accept minutes as recorded and 2 nd ; no discussion occurred and approved by all committee members present. Committee Chair Zimmerman introduced FL 102. New Business Information Item FL 102 University Direct Support Organizations Legislative Update Committee Chair Zimmerman introduced the item. He shared that the Governance Committee has dedicated two prior meetings to understanding the role of DSOs in the USF System and the appropriate level of oversight the Board should exercise for DSOs. The time the Trustees have devoted is in line with the fact that DSOs have access to USF System property, facilities and personnel and that each DSO is entrusted with a critical function for the USF System. He also mentioned that our prior discussions anticipated the actions of the Florida Legislature, which devoted considerable attention to university DSOs in this last session. For example, the Legislature made extensive requests for information to all state university s about their DSOs, held hearings on the expenditures of all university foundations, and ultimately passed legislation that would amend the statute establishing and governing DSOs ( , Florida Statutes). In addition, Committee Chair Zimmerman mentioned that if this bill is signed into law by the Governor, the amendments to the DSO statute would be the first substantive changes to that law in more than a decade. The presentation this morning will describe the proposed changes to the DSO Statute and the impact of those changes on DSOs at USF. Several of the changes directly affect issues already familiar to the Trustees, such as the transparency of DSO operations and the involvement of trustees on DSO executive boards. Committee Chair Zimmerman provided additional facts about the USF Foundation that he thought was important to this discussion. USF assigns approximately 110 employees to the Foundation. Of this number about 50 are fundraisers and the rest are engaged in accounting, investment, research, planned giving, events and HR functions. The Foundation itself does not have any employees DOCX { 2

3 Governance Committee - New Business - Action Item The Foundations cost to raise a 1 dollar is about 20 cents. Put another way, for every dollar the Foundation spends it raises 6 dollars. This level of performance is why the Foundation is on track to reach the 1 billion dollar goal in our campaign by this November. In our current campaign the cost to raise a dollar averaged between 13 and 22 cents. In the fundraising and philanthropy industry a ratio of.25: 1.00 at is considered quite good. Committee Chair Zimmerman introduced Mark Walsh, AVP for Government Relations, and Gerard Solis, General Counsel to present the update. AVP Walsh provided an update on the legislative session and the bill directly effecting university DSOs. He commented that he doesn t believe the legislative session is over and any changes should wait until the session is over as no one is able to predict what the Governor will do once he has the bill. The same with the state budget. The Governor can veto parts or the whole budget with could effect this bill. If the bill is signed into law, implementation for part of the bill is effective October 1, 2017 and the biggest change prohibiting DSOs from using personnel provides for a 5 -ear implementation (2022). Trustee Watkins asked for clarification about the restriction of use of personnel and if it also prohibited DSO s from using university payroll services. Clarification was made that DSOs cannot utilize university employees and must operate their own payroll services. Additional discussion occurred including records expenditures of state appropriation funds including related travel for DSO personnel, which would now be subject to the public records law. Trustee Watkins commented that when and where possible, she would like it to be a trustee. She mentioned other SUS institutions appoint trustees to some of their DSOs and believes USF should too. USF has nine DSOs. Trustee Hopes mentioned all but USF appoints trustees and feels that because the Board approves budgets, they should be on the Board (similar to our campus board structure). Trustee Stikeleather concurred especially in light of the strategic planning efforts and accountability metrics as this would ensure the DSOs are lined up with the plans. GC Solis reminded the trustees that their board operating procedures would need to be changed if the Board choses to go in this direction. Further discussion occurred about the role of trustees on DSO board. Trustee Ramil proposed that the GC draft a recommended revision to the operating procedures to conform to the statutory changes and provide an assessment of benefits and risks of appointing trustees to DSOs. The committee members agreed. Chair Lamb requested that the GC and President consult with BOG GC and Chancellor. He will do the same with BOG Chair Kuntz. Trustee Watkins commented that every DSO may not need a trustee appointment and would like to see which DSOs the other SUS institutions appoint trustees to. Trustee Stikeleather would like to provide a trustee prospective to the role DSOs play in USF s strategic direction. Trustee Ramil commented that the current standards for preeminence include $500 million endowment and noted that those metrics have been met utilizing university personnel services. If bill is enacted, then going forward universities will have to meet this metric without utilizing university personnel DOCX { 3

4 Governance Committee - New Business - Action Item Committee Chair Zimmerman thanked GC Solis and AVP Walsh and the committee members for their input. He asked if there were additional comments. Seeing none, he adjourned the meeting at 8:43 a.m DOCX { 4

5 Governance Committee - New Business - Action Item Agenda Item: FL 102 USF Board of Trustees Governance Committee August 17, 2017 Issue: President s Goals Proposed action: Approval of President Genshaft s Goals Executive Summary: President Genshaft s Goals as based on BOG and BOT approved USF System Work Plans and USF Tampa Preeminence Plan. In addition, some goals are tied to the respective strategic plan that effects the USF System. Strategic Goal(s) Item Supports: Supporting Documentation Online: Yes No President s Goals USF System or Institution specific: USF System Prepared by: Dr. Cynthia Visot, Chief of Staff 5

6 Governance Committee - New Business - Action Item USF System President July 2017-June 2018 GOALS GOAL 1: Research Research & Innovation will continue to work to enhance the USF System ranking in the top 10% in total research expenditures for research universities as per the annual NSF Higher Education Research & Development Survey of research institutions' classification. Research & Innovation will promote externally sponsored research in order to remain at or above the FY mark of (not available until September 2017) in contracts and grants and awards. Research & Innovation will continue to exceed the Florida BOG Preeminence metrics for USF Tampa unless noted related to research as reported in Emerging Preeminence Plan*: Science & Engineering Research Expenditures - $434M ( ) Non-Medical Sciences Research Expenditures -$237M ( ) National Ranking in S.T.E.M. Research Expenditures = 8 of 8 disciplines ( ) Patents Awarded for for 3-year period National Academy Members 10 (2018) Postdoctoral appointees 260 (Fall 2017) *Performance Goals based on those approved by BOT and BOG in the recent USF System Work Plan and Emerging Preeminence Plan Research & Innovation will continue to foster an innovative culture and promote the intellectual property of faculty, students and staff to be in the top 25% nationally when compared to individual institutions in patents, licensing and commercialization activities. In acknowledgement of the commitment that the USF System has to the citizens of Florida, Research & Innovation will continue to enhance the workforce and increase employment opportunities in our community and state by partnering with others to attract new business to our area and propelling start-up companies to success. Research & Innovation will seek out and nurture business partnerships, economic development initiatives and economic engagement opportunities for the USF System in order to remain at or above the FY 2016/17 mark of (to be available in September 2017) industry-related grants and contracts (e.g., industry investments, SBIR, STTR, State of Florida investments in SBIR/STTR). *** ***Goal has been modified to be consistent with the Florida SUS Board of Governors-approved Research Dashboard, established on unique count of industry partners, whether they have one or multiple contracts/modifications, to provide an accurate measure of business partnerships. USF Health and its affiliates will increase the amount of NIH grants and contract awarded by 5% over FY

7 Governance Committee - New Business - Action Item GOAL 2: Revenue Generating Funds including Fundraising Fundraising Raise $80 million or more in total gifts and commitments for the USF System Increase the endowment through a combination of gifts and investments in adherence to our policy. Maintain top quartile (better than 75% of others) ranking in NACUBO long-term endowment ranking. Complete a fundraising feasibility study and analysis for a football stadium USF Health will increase its total fundraising commitment by 5% (>$775,000) and generate one endowed chair for the USF Health Heart Institute. Finance The USF System will retain its positive bond ratings by Moody s Investor Service (AA2) as well as its S&P ratings. Complete a financial feasibility study and analysis for a football stadium. 2 7

8 Governance Committee - New Business - Action Item GOAL 3: Student Success* The USF System will continue to demonstrate progress toward meeting Florida Performance Based Funding metrics at a higher level and USF (Tampa) will continue to demonstrate progress toward meeting the 12 metrics for Florida Preeminence status as well as four primary and four secondary performance indicators of institutional breadth and quality in research and education for AAU membership eligibility. Academic progress rate for the summer/fall 2016 FTIC cohort for the USF System 87.5% ¹ (USF Tampa 91% ²; USF St. Petersburg 73% ¹; USF Sarasota-Manatee 82% ¹) 6-year graduation rate for the summer/fall 2011 FTIC cohort for the USF System 70% ¹ (USF Tampa 71% ²; USF St. Petersburg 36% ¹; USF Sarasota-Manatee N/A) Average High School GPA for Fall 2017 FTICs for USF (Tampa) ³ Average 2-section SAT score for Fall 2017 FTICs for USF (Tampa) 1280 ³ Total Doctorates awarded in AY 2017/ Percentage of baccalaureate students graduating in AY 2016/17 without excess hours for the USF System 77.5% (USF Tampa 77%; USF St. Petersburg 77%; USF Sarasota-Manatee 78%) Percentage of baccalaureate degrees awarded in areas of strategic emphasis in AY 2017/18 for the USF System (USF Tampa 62%; USF St. Petersburg 45%; USF Sarasota-Manatee 45%) Percentage of graduate degrees awarded in areas of strategic emphasis in AY 2017/18 for the USF System 74.2% (USF Tampa 78%; USF St. Petersburg 30.2%; USF Sarasota-Manatee 20%) Percentage of bachelor s graduates enrolled or employed one year after graduation ( graduates) USF System 70.5% (USF Tampa 70%; USF St. Petersburg 71.0%; USF Sarasota-Manatee 72.8%) Median Wages of Bachelor s Graduates Employed Full-time one-year after graduation ($25,000+) ( graduates as defined by BOG) USF System - $38,600 (USF Tampa $38,500; USF St. Petersburg $36,600; USF Sarasota-Manatee $40,700) USF Health will enhance academic excellence, student access and student success through enhancement of student space, focus groups with students, tracking system for student satisfaction and performance, application screenings and admissions, and licensure exam preparations. The mean MCAT scores for the incoming Fall 2017 Morsani College of Medicine class will equal or exceed 514. The mean US Medical Licensing Examination Step 2 Scores for medical students will exceed 245. *Performance Goals approved by BOT and BOG in recent Work Plans; Due to lapse in reporting, 2015/16 & 2016/17 goals are used in some metrics ¹ Reflects the Performance Based Funding (PBF) definition and methodology of retention rate (FTIC 2 nd year retention rate with GPA > 2.0) and 6- year graduation rate (cohort = Full- and Part-Time) from the home campus only. This does not include swirl data for all students retained and graduating across the USF System. ² Reflects the preeminence definition and methodology of retention rate (IPEDS definition of a cohort = Full-Time) and 6-year graduation rate (IPEDS definition of a cohort = Full-Time) ³ Student Profile metrics (HS GPA and SAT) are captured in the BOG Work Plans only as a preeminence metric thus goals for USF Tampa institution is reflected 3 8

9 Governance Committee - New Business - Action Item GOAL 4: Strategic Initiatives USF System Analyze the brand research completed during academic year, and in partnership with USF System leadership, and the new Chief Marketing Officer, put in place and begin to execute a comprehensive plan to enhance USF s brand reputation. Refine and enhance the BOT approved USF System Strategic Plan including quantitative metrics on community engagement and reputation. USF System leadership will continue to work with the Legislature and Governor to achieve as many approved priorities as possible. Leadership will also continue to work to secure additional BOG Florida Performance Based Funding that would benefit the USF System. Leadership USF System President will continue to engage in leadership positions on the Local, National and Global levels to enhance the University s role as a catalyst for economic growth. 8/4/17 4 9

10 Agenda Item: FL 103 USF Board of Trustees Governance Committee August 17, 2017 Issue: Oversight of University Direct Support Organizations ( DSO ) Proposed Action: Informational Executive Summary: This agenda item is an update on the status of proposed legislative changes to the University Direct Support Organization statute and a continuation of the discussion on Board oversight of University Direct Support Organizations For your review, we have included: 1. Redline version of USF System Regulation with recommended changes; 2. Redline version of the Board s Operating Procedures to be consistent with recommended changes to Strategic Goal(s) Item Support: USF System Strategic Goal No 4: Sound financial management to establish a strong and sustainable economic base in support of USF s continued academic advancement. Committee Review Date: August 17, 2018 Supporting Documentation Online (Please Underline): Yes No USF System or Institution Specific: USF System Prepared by: Gerard Solis, General Counsel 10

11 REGULATION USF System USF USFSP USFSM Number: USF Title: Direct Support Organizations and Health Services Support Organizations Responsible Office: USF System Services Date of Origin: Date Last Amended: (technical) Date Last Reviewed: (1) An organization seeking to receive, hold, invest and administer property and to make expenditures to, or for, the benefit of the University of South Florida System ( USF System ) may request approval by the University of South Florida Board of Trustees ( Board ) to become a direct-support organization, as provided in Section , Florida Statutes. An organization seeking to enter into arrangements with other entities as providers in other integrated health care systems or similar entities for the exclusive benefit of the USF System may request approval by the Board to become a health services support organization, as provided in Section , Florida Statutes. In no case shall the USF System have any responsibility for acts, debts, liabilities, and obligations incurred or assumed by a health services support organization. (2) Upon approval by the Board, a direct-support organization or health services support organization ( Support Organization[s] ) shall be certified and authorized to use the property, facilities and personnel services of the USF System to the extent permissible by applicable law, the conditions prescribed by regulations, and internal management memoranda of the USF System. (3) The Articles of Incorporation and Bylaws of a Support Organization of the USF System and all amendments of such Articles or Bylaws shall be recommended and presented by the President of the USF System ( President ) to the Board for review and approval. a) The Articles or Bylaws, as applicable, of a Support Organization shall require the appointment of at least one representative to the Support Organization s board of directors and its executive committee by the Board Chair. The Board Chair s representative(s) may be selected by the Board Chair from the existing membership of the Support Organization s board of directors or its executive committee. 1 11

12 b) The Support Organization shall provide the Board Chair with a list of its current board of directors and executive committee members on an annual basis. (4) Operating budgets of Support Organizations shall be prepared at least annually, approved by the organization s governing board, and presented by the President to the Board for review and approval. (5) Expenditure plans of Support Organizations shall be reviewed and approved quarterly by the President or designee; said designee shall be a vice president, provost or other duly authorized senior officer of the USF System reporting directly to the President and having operational responsibility on behalf of the USF System for the Support Organization. (6) Support Organizations shall provide for an annual financial audit and management letter as prescribed by, and in accordance with, applicable law, regulations (including USF Regulation , Direct-Support Organizations and Health Services Support Organizations) and internal management memoranda. The letter shall be forwarded to the Board for review, oversight and approval. The Board shall have the right to inspect and audit the books and records of Support Organizations, which must be made available to the Board uponrequest. (7) Support Organizations shall adopt the following policies: a) Conflict of Interest and Financial Code of Ethics Policy b) Expenditure Policy c) Signatory Authority Policy d) Procurement Policy (to include supplier diversity) e) Travel Policy f) Internal Controls and Internal Audit Policy a)g)workplace Discrimination and Retaliation Policy b)h) Public Appearance Policy Support Organizations may adopt such other policies and procedures deemed appropriate by their board of directors. Each Support Organization shall certify to the Board that all of the above policies are adopted and then reviewed on an annual basis. (6)(8) The Board is authorized to revoke certification of an organization as a Support Organization of the USF System if it determines, in its sole discretion, that the organization is no longer serving the best interest of the USF System. If certification is revoked, the Board shall determine the disposition of the Support Organization s assets and liabilities in accordance with 2 12

13 applicable laws, the Support Organization s Articles of Incorporation and Bylaws. (9) A Support Organization is prohibited from giving, either directly or indirectly, any gift to a political committee as defined in Section , Florida Statutes. (10) A Support Organization is prohibited from receiving state funds for Support Organization travel expenses. Authority: Art. IX, Sec. 7, Fla. Constitution; BOG Regulations 1.001, 9.011; Sections , , F.S. History: New (BOT approval) , Formerly 6C , F.A.C., Amended , , (technical). Certification: USF certifies that it has followed the Florida Board of Governors Regulation Development Procedure and has a record of written notices, comments, summaries and responses as required. 3 13

14 OPERATING PROCEDURES OF THE UNIVERSITY OF SOUTH FLORIDA BOARD OF TRUSTEES A. Legal Status of Board of Trustees ARTICLE I ORGANIZATION The University of South Florida Board of Trustees ( Board of Trustees ) is established as a public body corporate, with all powers as provided by Florida law. The Board of Trustees acts as an instrumentality or agency of the state for purposes of sovereign immunity pursuant to Section (2), Florida Statutes. B. Members The Board of Trustees shall be composed of thirteen persons, six members appointed by the Governor of the State of Florida and five members appointed by the Board of Governors. The other two members shall be (1) the elected representative of the University of South Florida System Student Advisory Council and (2) the President of the University of South Florida System Faculty Council. Board of Trustees members who are appointed by the Governor and Board of Governors shall be appointed for 5-year terms. Members of the Board of Trustees and the Campus Boards shall not serve on any other Board of the University or its Direct Support Organizations during their appointed term(s). However, this limitation does not apply to the Board representatives for: the student body serving on the USF System Student Advisory Council; the faculty representative serving on the USF System Faculty Advisory Council; Board members serving on the USF St. Petersburg and USF Sarasota-Manatee Campus Boards pursuant to Sections and Florida Statutes; and service on Boards with which the University has an affiliation agreement. Members of the Board of Trustees shall serve without compensation but may be reimbursed for travel and per diem expenses in accordance with state law. C. Officers The officers of the Board of Trustees are the Chair, Vice-Chair and the Corporate Secretary. The Chair and Vice-Chair shall be elected by majority vote by the Board of Trustees at appropriate times and shall each serve two-year terms to begin immediately upon election. The Chair may serve for one additional consecutive 2-year term by majority vote, and for each additional consecutive DOC1 14

15 term beyond two terms, may be reelected by a two-thirds vote. The University System President shall serve as Corporate Secretary of the Board of Trustees. In the event of a vacancy in the Chair and/or Vice Chair positions, an election will be held as soon as practical after the vacancy occurs to select a member of the Board, by a majority vote, to the applicable vacant position (s). The newly selected officer (s) will serve terms as specified in the above section. This may result in the Board Chair and Vice Chair terms of office not running concurrently. The officers shall have the following responsibilities: 1. Chair a. The Chair serves as Chair of the Finance Committee, serves as an ex officio voting member of all University Strategic Priority Committees, Standing Committees and Ad Hoc Committees of the Board, and appoints members thereof. b. The Chair presides at all meetings of the Board of Trustees, calls special meetings of the Board when necessary, serves as spokesperson for the Board, attest to actions of the Board and notify the Governor or Board of Governors in writing whenever a Board member fails to attend three consecutive regular meetings in any fiscal year, which may be grounds for removal. c. The Chair shall appoint at least one representative to the board of directors and the executive committee of any directsupport organization certified by the Board. 2. Vice-Chair The Vice-Chair acts as Chair during the absence or disability of the Chair and during any temporary period of vacancy before election of a new Board Chair pursuant to Section C, 1 above and, in that event, shall perform those duties of the Chair described hereinabove. 3. Corporate Secretary a. The University System President, as Corporate Secretary, is responsible to the Board for all operations and administration of the University and sets the agenda for meetings of the Board in consultation with the Chair. During the absence or disability of the University System President, the Provost and Executive Vice President will function as Corporate Secretary. The President may designate an individual to serve as assistant corporate secretary to DOC2 15

16 the Board. This individual shall perform all duties delegated by the corporate secretary. b. The President serves as the official contact between the Board and the faculty, staff, students and support organizations of the University System. The President exercises such powers as are appropriate to his/her position in promoting, supporting and protecting the interests of the University System and in managing and directing its affairs. The President shall have the authority to execute all documents on behalf of the university and the Board consistent with law, applicable Board of Governors and Board of Trustees rules and policies, and the best interests of the university. The President may issue directives and executive orders that are not in contravention of existing Board policies. The President is responsible for all educational, financial, business and administrative functions of the University System to advance its educational missions and goals, consistent with University policy, and exercises such other powers, duties and responsibilities as are delegated or established by the Board. D. Board of Trustees The Board of Trustees is responsible for cost-effective policy decisions, implementing and maintaining high-quality education programs consistent with the university s mission, measuring the University System performance and providing input regarding compliance with state policy, budgeting and education standards. The Board of Trustees sets policy for the University System and serves as its legal owner and final authority. As the public body corporate for the university, the Board holds the university s financial, physical and human assets and operations in trust and is responsible for efficient and effective use of resources. It must ensure the performance of all duties assigned by law, rules and regulations of the Florida Board of Governors. The Board, pursuant to Section Florida Statutes, provides budget and audit review and oversight of university Direct Support Organizations and establishes the conditions with which they must comply in order to use property, facilities or personal services at the university. The Board may adopt rules, regulations and policies consistent with established laws and the university s mission and strategic plan. Board members establish policy and assess the implementation of Board policies. When the Board, through majority vote at a public meeting, establishes a new rule, regulation or policy it will be promulgated as follows: 1. Rules- in accord with the requirements set forth in Ch. 120, F.S.; 2. Regulations- in accord with the provisions of the Board of DOC3 16

17 Governor s Regulation Development Procedure for State University Boards of Trustees; and 3. BOT Policies- the Corporate Secretary shall assign each BOT policy to the General Counsel office for promulgation with a distinct number that includes the year in which the policy was established (e.g ) and posting the policy to the Office of the General Counsel web page. The specific membership, powers and duties of the Board are authorized by Article 9, Section 7 of the Florida Constitution, and Sections , and , Florida Statutes. A. Regular Meetings ARTICLE II MEETINGS OF THE BOARD OF TRUSTEES The Board meets no fewer than four times per fiscal year, at a time and place designated by the Chair. Meetings of the Board are open to the public and all official acts are taken at public meetings. The schedule of meetings is available on the University of South Florida website at B. Special Meetings The Board may meet in special meetings, including hearings and workshops, at such times and places designated by the Chair. C. Emergency Meetings Emergency meetings of the Board may be called by the Chair of the Board upon such notice as is reasonable under the circumstances whenever, in the opinion of the Chair, an issue requires immediate Board action. Whenever such emergency meeting is called, the Chair will notify the Corporate Secretary. The Corporate Secretary will immediately serve either verbal or written notice upon each member of the Board, stating the date, hour and place of the meeting and the purpose for which the meeting has been called. No other business will be transacted at the meeting unless additional emergency matters are agreed to by a majority of those Board members in attendance. The minutes of each emergency meeting will reflect the manner and method by which notice of such emergency meeting was given to each member of the Board. D. Notice of Meetings Notice, stating the time, date, place and agenda or purpose of the meeting. of regular meetings, special meetings and committee meetings shall be posted on the DOC4 17

18 USF Website, and shall be distributed through an appropriate USF list serve. Notice will be given not less than seven (7) days, if practicable, before the event and will include a statement of the general subject matter to be considered. Whenever an emergency meeting is scheduled, the Corporate Secretary will post a notice on the USF Website, and distribute same through an appropriate USF list serve as soon as practicable stating the time, date, place and agenda or purpose of the meeting. E. Meetings by Means of Telephone Conference Calls and other Communications Media Technology The Board may use telephone conference calls and other communications media technology to conduct Board business in the same manner as if the proceeding were held in person. The notice of any meeting conducted by means of communication media technology will state where and how members of the public may gain access to the meeting. Such notice will be in accordance with the notice procedures set forth above. F. Quorum A majority of the members of the Board must be present to constitute a quorum for the transaction of business. G. Voting The decision of the majority of the Trustees in attendance and voting on an issue shall prevail, except that a majority vote of all members of the Board is required for appointing and removing the president and for approving or discontinuing academic programs. A Trustee may abstain from voting only under those circumstances prescribed by law. Voting by proxy or by mail shall not be permitted. H. Parliamentary Rules The most recent version of Roberts Rules of Order Newly Revised (11 th ed.) will be followed in conducting meetings of the Board, unless otherwise provided by the Board. I. Agenda The agenda for each meeting of the Board shall be prepared by the President or his/her designee. Every request for inclusion of an item on the agenda of a meeting shall be put in writing and filed, together with any supporting documents, with the President sufficiently far in advance of the meeting to permit a determination to be made by the President with respect to the propriety and practicability of including that item on the agenda for the meeting. The President DOC5 18

19 will assemble the agenda and provide a copy of the agenda to each member of the Board at least seven (7) days prior to the meeting and will post the agenda to the USF list serve, the USF Board of Trustees website and with the University Communications Office prior to the meeting. If additional items or supporting documentation become available, a supplemental agenda may be provided at least five (5) days prior to the meeting. Per HB 7019 any proposal to the Board to increase tuition or fees shall be publicly noticed at least 28 days before its consideration at a board of trustees meeting. Such notice will be in accordance with the notice procedures set forth in s , F.S. J. Minutes Minutes of the meetings of the Board of Trustees shall be kept by the Corporate Secretary or designee, who shall cause them to be posted on the Board website and to other places where deemed appropriate within two weeks after each Board meeting. Minutes must include the vote history and attendance of each trustee. All lengthy reports shall be referred to in the minutes and shall be kept on file as part of the University records, but such reports need not be incorporated in the minutes except when so ordered by the Board of Trustees. A. The Governance Committee ARTICLE III COMMITTEES The Governance Committee shall have five (5) voting members, all of whom shall be trustees. In addition, the President of the University System shall be a non-voting ex-officio member of the Governance Committee and will not be counted as part of a quorum for the purpose of transacting business. The Chair and Vice-Chair of the Board of Trustees shall be members. In addition, three (3) trustees shall be appointed by the Chair at the annual meeting to serve on the governance committee. A majority of Governance Committee members shall constitute a quorum. The purpose of the Governance Committee is twofold: to conserve time, it shall serve at the pleasure of the Board as the Board s agent in assisting the President to address routine business between regular Board meetings; and it shall assist the Chair and the President in their joint responsibility to help the Board to function effectively and efficiently by suggesting board meeting agenda items and periodically assessing committee work. The Governance Committee shall have authority to act for the Board of Trustees on all matters except for the following, which shall be reserved for the full Board: appointing and removing the President; approving or discontinuing programs; board officer selection; Campus Board membership; changes in institutional mission and purposes; changes to the DOC6 19

20 operating procedures; incurring of corporate indebtedness; and adoption of the annual budget. These operating procedures or other board policy may reserve other powers for the Governance Committee. The Governance Committee shall meet as often as necessary to conduct business as the Chair and President shall determine, and it shall ensure that minutes are taken of such meetings which will be distributed to all Trustees for information at the next regular meeting of the Trustees. B. University Strategic Priority Committees The Chair of the Board may establish such University Strategic Priority Committees as deemed necessary for the orderly conduct of the business of the Board. These Committees relate directly to the strategic priorities of the University. The Chair of the Board appoints the members, appoints the faculty and community liaisons, selects a Chair of the Committee, and serves as an ex officio voting member (when present) of all Committees. University Strategic Priority Committees action is reported as a recommendation for consideration and action by the full Board. If the full Board, however, authorizes a strategic priority workgroup to take final action on a matter referred to it, the Chair of the Committee shall report the action taken to the Board at its next scheduled meeting. The University Strategic Priority Committees shall meet as often as the Chair of the Committee shall determine. Minutes shall be taken and distributed to all Trustees for information at the next regular meeting of the Trustees. A majority of University Strategic Priority Committee members shall constitute a quorum for transaction of business. C. Standing Committees Standing Committees may be appointed by the Board Chair. Each standing committee shall consist of no fewer than three (3) members. Members of standing committees shall hold office until the appointment of their successors. Any vacancies on standing committees shall be filled by appointment of the Board Chair. Unless specifically delegated or as otherwise provided in these Operating Procedures, authority to act on all matters is reserved to the Board. The duty of each standing committee is to consider and to make recommendations to the Board upon matters referred to it. Each standing committee shall have a written statement of purpose and primary responsibilities as approved by the Board. The Chairs of all standing committees shall perform their duties in consultation with the University System President and/or designee. Minutes shall be taken and distributed to all Trustees DOC7 20

21 D. Ad Hoc Committees Ad Hoc Committees may be appointed by the Board Chair with such powers and duties and period of service as the Board Chair may determine. Unless specifically delegated or as otherwise provided in these Operating Procedures, authority to act on all matters is reserved to the Board and the duty of each ad hoc committee shall be to consider and to make recommendation to the Board upon matters referred to it. Each ad hoc committee shall have a written statement of purpose and primary responsibilities as approved by the Board. The Chair of any ad hoc committees shall perform their duties in consultation with the University System President and/or designee. Minutes shall be taken and distributed to all Trustees. ARTICLE IV REGIONAL CAMPUS BOARDS The USF System is comprised of three (3) separately accredited institutions (i.e., regional campus), USF, USF St. Petersburg and USF Sarasota-Manatee. The Board shall appoint members to the Campus Boards, from recommendations of the USF System President, for USF St. Petersburg and USF Sarasota-Manatee. Consonant with the State Constitution, members shall hold no other State office. Members shall be appointed for 4-year terms. Campus Board members serve at the will of the Board and may be removed by the Board for non-fulfillment of Campus Board duties. Members may be reappointed, at the discretion of the Board, for additional terms to Campus Boards not to exceed eight (8) years of service. In addition, a member of the USF Board of Trustees shall serve as provided below. A. USF St. Petersburg -- If a resident of Pinellas County is appointed to the Board of Trustees of the University, the Board shall appoint that member to serve jointly as a member of the Campus Board. If more than one Pinellas County resident is appointed to the Board of Trustees, the Board shall select one joint member. B. USF Sarasota-Manatee -- If a resident of Sarasota-Manatee Counties is appointed to the Board of Trustees of the University, the Board shall appoint that member to serve jointly as a member of the Campus Board. If more than one Sarasota-Manatee County resident is appointed to the Board of Trustees, the Board shall select one joint member. C. Authority -- As provided by applicable state law or regulation, the Regional Campus Boards shall have the authority to: 1. Review and approve an annual campus legislative budget request, which will be submitted to the Commissioner of Education through the Florida Board of Governors as a separately identified section to the USF DOC8 21

22 legislative budget request. The Campus Executive Officer shall prepare the legislative budget request in accordance with guidelines established by the Florida Board of Governors. This request must include items for campus operations and fixed capital outlay. 2. Approve and submit an annual operating plan and budget for review and consultation by the University Board of Trustees. The campus operating budget must reflect the actual funding available to that campus from separate line-item appropriations contained in each annual General Appropriations Act. 3. Enter into central support services contracts with the University Board of Trustees for any services that the Regional Campus cannot provide more economically, including payroll processing, accounting, technology, construction administration, and other desired services. However, all legal services for the campus must be provided by a central services contract with the University. The University Board of Trustees and the Campus Board shall determine in a letter of agreement any allocation or sharing of student fee revenue between the University s main campus and each Regional Campus. In addition, various University units may enter into contracts with the Regional Campus for any services that the University desires the Regional Campus to provide. 4. The Campus Board will consult with the University President and Campus Executive Officer in the development of a Campus Strategic Plan, and periodic updates to the plan, to ensure campus development that is consonant with regional needs and that the campus meets the requirements necessary for separate accreditation by the Southern Association of Colleges and Schools. The Campus Strategic Plan and updates will be submitted to the University President for review, approval and inclusion in the University Strategic Plan, which will go to the Board of Trustees for consideration. The Campus Strategic Plan will guide the development of Legislative Budget Requests and Campus Operating Budgets. 5. The Campus Board will regularly review enrollment patterns to ensure that the campus builds the full-time-equivalent student base required for the long-term support of existing and planned programs. 6. The Campus Board will exercise other such powers as are lawfully delegated by the University Board of Trustees to provide for the efficient operation and improvement of the campus. D. Upon enactment of the state budget, the Campus Executive Officer will consult with the Campus Boards and the USF System President and/or designee to develop for each regional campus an operating budget that advances the strategic goals for the campus, consistent with state law DOC9 22

23 The operating budget for each Regional Campus that was developed through the consultative process will be submitted to the Board of Trustees through the appropriate committee. Upon approval by the Board of Trustees, the regional campus operating budgets will be reflected in the University of South Florida System operating budget. The Board of Trustees appointed member shall chair their respective Campus Board unless otherwise approved by the Board of Trustees Chair. ARTICLE V AMENDMENT OF OPERATING PROCEDURES These Operating Procedures may be altered, amended or repealed by a majority vote of Board members in attendance at any regular meeting, when notice of the proposed amendment or repeal is provided in the meeting notice. ARTICLE VI APPEARANCES BEFORE THE BOARD Individuals or group representatives, who desire to appear before the Board to address a subject within the Board s jurisdiction may submit their requests in writing at least three (3) days in advance to the Corporate Secretary, c/o Office of Board of Trustees Operations, 4202 E. Fowler Avenue, CGS401, Tampa, FL 33620, specifying the agenda item they wish to speak about. The President in consultation with the Chair will determine whether the item will be heard and when the item will be heard. As permitted by section F.S., the Board Chair may place reasonable time limits on any presentation or may decline to hear any matter that: does not relate to a particular agenda item; is not practicable for a particular meeting; is outside the Board s jurisdiction; or was made available for public comment at a prior workgroup or committee meeting before the Board takes action. The Chair may recognize any individual or representative of groups to address the Board. In order to proceed with the essential business of the Board in an orderly manner, any individual or group representative who attempts to disrupt a Board meeting will be subject to appropriate action pursuant to law. ARTICLE VII CODE OF ETHICS Trustees are Public Officers of the State of Florida who are invested with the public trust and appointed as fiduciaries of the University. Trustees will exercise their powers and DOC10 23

24 duties in the best interests of the University and avoid actions or situations that result in or create the appearance of using their positions with the University for private gain, unwarranted preferential treatment to themselves or any outside individual or organization, or that calls into question a Trustee s independence and impartiality, or adversely affects the University s reputation. At the same time, Trustees have a range of professional and personal associations and interests with individuals and other entities. These associations and interests routinely benefit the University and enhance the effectiveness of the Board. However, Trustees should also avoid situations where external associations or interests could compromise, or reasonably appear to compromise, the University s academic values or business decisions, including but not limited to admissions and employment matters. Accordingly, it is the policy of the Board that all Trustees will act in a manner consistent with their fiduciary responsibilities to the University and avoid circumstances in which their external financial or other ties could present an actual or potential conflict of interest. 1. Presumed Conflict of Interest No policy statement can address every conceivable situation that might entail a conflict of interest. However, the following are presumed to create a conflict of interest: a. the Trustee s financial interests or other opportunities for personal benefit may compromise, or reasonably appear to compromise, the Trustee s independence of judgment in fulfilling his/her Board duties; or b. the Trustee or a member of his or her family, has an existing or potential financial interest or other opportunities for personal benefit relative to a university matter or initiative. 2. Conflict of Interest Disclosure If a Trustee believes that he/she may have a conflict of interest, the Trustee shall fully and promptly disclose the conflict to the Secretary, Assistant Corporate Secretary or the General Counsel. The Corporate Secretary, Assistant Corporate Secretary or the General Counsel shall inform the Board Chair of all conflict of interest matters disclosed by a Trustee. If it is determined that a conflict of interest exists, the Board Chair, Corporate Secretary or Assistant Corporate Secretary, and the General Counsel shall work with the affected Trustee to address the conflict. In addition, all Trustees shall annually list on the Conflict of Interest Disclosure Form the following relationships. a. Relationships that they or members of their family maintain with organizations that do business with the University; or DOC11 24

25 b. Relationships and external interests that could be construed to affect their independent, unbiased judgment in light of their decision-making authority and responsibility. If a Trustee is uncertain as to whether to list a particular relationship, the General Counsel should be consulted. Information shared or gathered as a result of such consultations (including information provided on the disclosure form) shall not be released except: in accordance with applicable public records laws; or when the institution s best interests would be served by disclosure, or as required by court order. Any such required disclosure will be made only after informing the affected Trustee. 3. Voting Trustees are required to disclose all potential conflicts of interests as described above, but Trustees are still required to vote on all matters before the Board unless an actual conflict of interest as prescribed by law exists. In actual conflict of interest situations, Trustees are not permitted to vote. In situations that involve the appearance or potential of a conflict of interest and a Trustee is present and required to vote, the appearance or potential of the conflict of interest will be disclosed publicly at the Board meeting in which the affected matter is being considered. 4. Public Officers In addition to the foregoing, members of the Board of Trustees shall be guided by the provisions set forth in Florida law for the conduct of public officers. 5. Regional Campus Board Members This Code of Ethics applies equally to Trustees and Regional Campus Board Members. Disclosures from Regional Campus Board Members should be made to the Regional Chancellor and the General Counsel, who will notify the Board Chair and Secretary in the event of an actual conflict. A. Indemnification ARTICLE VIII MISCELLANEOUS PROVISIONS The University of South Florida (University) shall indemnify, defend, and hold harmless each Trustee of and from any and all claims, demands, civil or criminal actions, rights, defenses, counterclaims, proceedings, administrative actions, agreements, contracts, covenants, accounts, offsets, attorneys' fees, costs, damages, liabilities, losses, expenses, suits, debts, judgments, awards, duties or obligations, of any nature whatsoever, at law or in equity (collectively referred to as "Claims"), that arise from or relate in any way to his or her position on the Board of Trustees, or any act undertaken or omitted in connection with his or her service as a Trustee DOC12 25