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BoardofTrustees
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ANTIOCH UNIVERSITY
:BOARD OF TRUSTEES MEETING
MINUTES
February 1- 3, 2007
SANTABARBARA,CALD’ORNIA
Note: Theseare theminutesolthe meetingsconductedclosedlind tip. sea.lons.
NB: DraftResolutionswith the fonowingn~bers werenot actedupon at the meetingandare
thereforenot includedin these minutes: 2.3.07:7,2.3.07:8.and 2.3.07:9
Wedaesday, JaDuan 31.2007
The UniversityLeadershipCouncilmet all day.
TheTrusteeshipCommittee metfrom4:00 – 6:00PM.
Membersoftbe Investment Committeemetfrom5:30-7:00PM
Tbmday. February 1, 2007
Today’s plenarysessiontookplace in the HotelMarMonte.
TrusteeslRient: Art Zucker/Chair,MichaelAlexander,BroceBedfordff~urer, AmyChappell,
HowanlColeman,DanFallonIViceChair,JohnFeinberg,DianneBrou Fraser,EveretteFreeman,
Ken Friedman, SherwoodGuemseylSecretary,ReubenHarris, Hal Joseph, letrKasch, Lillian
LovelacelTrusteeEmerita,Niels Lyster,TomMcNicol.SharollMeniDtan.Jack MerseHs,Jan
Morgan.Larry Stone, PaulaTreichler,and BarbaraW”lDBlow. . ·
Absent:None
1lI&:Toni Murdock,Chancellor; Laurien Alexandre,Vice Chancellor UniversityAcademic
Affairs; Leslie Bates,ExecutiveAssistant to the ChanceUor& Assist’t Secretaryof theBoud;
David Caruso, President, Antioch New England; Barbara Gellman-Danley, President Antioch .
University McGregor;Tom Faecke, ViceChancellorand CbiefFinanciai Officer;Neal King,
Interim ~dent AUSouthernCalifornia Los Angeles;Mark:Hower, Interim PresideDtAntioc~
Seattle;Marylou LaPierre, Vice ChancellorforUniversityAdvancement;MichaelMulnix,Interim
Prc&idmtAUSouthernCaliforniaSmtaBarbam;SteveLawry,PresidentAntiochColi.:
•
… . ~ .. .’ .. .. , • ..1.·.’
… … .’ . . . . .’.
Legal Counsel:David Weaver
. … … . ..
.. .~eg present: KarenEly,Sr. Assistantto the Chancellor andAssistantSecretaryof the Board;
. CollegeCommunitymembers included TomWamsley, VicePresidentAntiochCollegeOfficeof
·Iristituti6balAdvancement; TimGilliland,College CPO;Levi Cowperthwaite,ConegeCommunity
Manager;Riclclurasek,CollegeCAO;JulieGallagher, CollegeProfessorof History;andMarcy
· ‘Leversee,Directorof Academic Support Services! ANE. Alsopresent were Betty Zucker,Teresa
Faecke.
f
7:30 – 9:30AM
·NewTiusteeOrientation.
; 9:3D.-·10:45AM
The Boardmet in ExecutiveSession, which includedChancellorMurdock for a time,and also Neal
lGDiandMichaelMulnix.
Art Zuckercalledthe meeting order in Plenary Sessionat 10:50AM.
Board Chair Report – the completetext of the chair’sreportis onfile with theseminutes.
Art Zucker’sreportwasin threeparts. He reportedon thevisit Toni and he tooktoAntioch
SouthernCaliforniato meet with the Los Angeles and SantaBarbara communities, collectivelyand
individually,aboutthe changes in leadershipas well as near-term andlong-termplans for tho.Be
campuses. He alsotalkedabouthis andToni’s attendance at the AGBInstitutethen save an
overviewoCtileagendaandgoals forthis meeting.
Relatedto his reporton thecampusvisits,Art commented:”As we preach diversitywithin Antioch,
we shouldlookto ourLAcampus. Thisis clearlythe mostculturally diversecampusin the
University,with thepresenceof many AsianAmericans, AfiicanAmericans, Native Americansand
Hispaiucs.” He thankedNeal and Michael for havingserved the two campuses so well duringthis
recent difficultprocessand having made significantprogressin such a short time.
With respectto thosedifficulties.Art asked himselfhow it could havehappened. “Certainly,our
management isresponsiblefor campusperformance.But,we trusteeshaveresponsibilityas well
for settingpolicy, foroversight,for takingactionbased ODperformanceassessment How do we
insurethat this doesn’thappenagain?Is our executivesearchprocessobjectiveand’thorough? Is
thereabalancebetweencampusautonomymd fiscalre&pOnsibilityrArt noted the corrective
actionsToni has implementedto dealwith someof theseissues,mcluding that thenew Vice
Chancellor and CPO clearly understands and accepts the responsibility for monitoring the financial
performanceof ancampuses.
In his report on attending the AGB’s Institute for Board Chairs and Presidents ofIndeJM’Ddent
Collegesand Universities.This 2 day sessioncoveredthe relationship between the CEOand the
BoardChair, board relationshipsand the actionsneededto develop more effectiveboards. Best
practices wereidentifiedandshared from the coDibinedexperienceofAGBandthe22teamsof
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Feb.2007MeetiDgMinutes
2
participants. He and Toni prepared a comprehensive report on what was discussed and what they
learned at the program to be shared with a.IIof the Board and ULC
In closing, Art spoke to the shared responsibility for Antioch’s future. “The Board, ULC, all of our
administration, faculty and students have responsibility for Antioch’s future. I know I speak for all
of my trustee colleagues when I say that we trustees are not only here to provide oversight and
vision – but we are the guardians of Antioch’s ideals and its hopes.”
Art gave the floor to Chancellor Toni Murdock for her report to the Board.
Chancellor’s Report to tbe Board – the complete text of the chancellor’s report is on file with
these minutes.
Chancellor Murdock began by highlighting a new book, Leadership in Place: How Academic
Professionals Can Find Their Leadership Voice, edited by Leadership & Change professor, Jon
Wergin. The book includes a chapter, “Creative Redesign For Change,” by Mark Hower interim
President at Seattle and a student in the PhD in Leadership & Change program. Toni also brought
the Trustees’ attention to the second Annual Report, as well as the Journal of Hispanic Higher
Education which is published by Sage Publications and co-edited by Drs. Michael Munlnix and
Esther Lopez-Mulnix (faculty member at the Santa Barbara campus).
Toni restated her belief from a year ago that “Antioch is positioned to be a player in this new world
as described in Thomas Friedman’s book The World is Flat It is positioned because we are a
university system of multiple campuses that expands across the nation …. A system that has the
resources of creativity, options to address the Increasing adult student population, a commitment to
life-long learning and the inherent values of compassionate jIa/ism-those being leadership,
. education, and social activism.”
Antioch’s success is dependent on being “deliberate in how we continue to build and plan our
system,” Toni continued. That system must “promote the sustainabilitv of each independent
campus, including the College,” she said. “We become sustainable when we are seen as a vital
member in the communities in which we reside The success of the individual campuses is in
responding to the local and regional needs; the success of the university is as a system designed to
encourage each campus to greatness by providing economical efficiencies, support systems, and
safety nets unable to be achieved by a single campus.”
Toni emphasized the importance of strategic planning and the need for inter-connectivity to achieve
the kind of system Antioch is capable of being. “System planning is focused on the optimal
collective performance of its institutions.” She stressed that the only way to achieve this is through
technological development and was able to report on three events that have taken place recently to
move us toward that goal: a $3.4 million grant from Pierson-Lovelace mostly dedicated to
technology and to be realized over a four-year period; the University has its first Chief Information
Officer; and, finally, first steps have been taken toward the vision of a Virtual University Commons
in relation to library services.
Toni gave a brief update on the work of tne “Blue Book Commission,” a commission of chief
academic officers and faculty across all campuses who are addressing issues of academic quality,
policy, best practices, and presence of the academic leadership in governance structure. She
Board of Trustees
Feb 2007 Meeting Minutes
3
reportedthatthe ULChas organizedthe VirtualCommonstask force composedof faculty,staff and
administratorsacrossthecampuses”to exploreinnovativeprogl8JJJluing acrosstheUniversity… to
promotecoUaborative programsandincreasedenrollments.”
She saidtheULC hasalso spent timetacklingthe areaof governance as one ofits five strategic
prioritieswith a goal of presenting a structureto the Boardat its June meeting.
In closing.Toni statedthat “The place we standtodayin our historical development,remindsme of
RainerRilke’s observation,’The futureenters intous, in orderto transform itselfin us, longbefore
it happens.’ Thoughwe acknowledgethatthisAntiochsystem was initiated with little intentional
plannin&we have evolvedinto a Universitythat has thepotential-the potentiGI- to become a
preeminent,national,Don-profit-privateuniv8llitysystem of the 21st century.”
Applause.
RevIewofthe AgeDcIa.
During hisreviewof the.agenda Art describedhow Fridayafternoon’s sessionwouldbe a
continuationof the Stateof the Universityreportgivenat November’s meeting. Near the close of
the Novembermeeting,it was suggestedthat ToniConna small committeeto delve furtherinto the
financialcondition of theuniversitywith particularemphasison the cash flow needs of the College.
This committeewas formedand has metthree timesby conferencecall.
At 11:40AM,Laurienreportedon the University’s newIBtegrated Library Services (“ILS”), part
of the Virtual~ODS. She describedthe currentlibrary ‘system’ (which is fraught with disparity
andantiquatedmethods)and comparedit to the ILS and thedigital library deliveryservice
(example:documentsdeliveredto your computer). A 2-year pilot initiative is being launched
thanksto a grant fromthe P-L Foundation. Laurienspoke briefly to the question ofcosts and
budgeting. All campusesare encouragedto opt intothe service due toits affordability.
At NoonArt brokethe meeting forlunch. During lunch.(acuity and students fromthe Santa
Barbaracampusmade a presentationfeaturingtheir doctoralprogram in clinicalpsychology with a ·
familypsychology concentration and afamilyforensic psychologyspecialization.
Beginningat 12:S0PM;the CompensatioD andPbysieal Facilities.Committees met.
At 2:10PM,Art reconvenedthe meeting in closed session. Hedistributed.his and Toni~ s
aforementionedrepo~ on the AGB Institute-forboardchairs and presidents/chancellors,
encour4gingtrusteesand ULC membets toreviewit at their eonveaience, The contents will be
discussedat a laterdate.
Art thengave the floor to Steve Lawry who, along with others, presented reports on the College in
dosed sessiOD.Julie Gallagher,Collegeprofessorof History, andLevi Cowperthwaite,
CoDummityManager, were invited to stay for this session.
Report on the CoBege (the foRowing is from the text of Steve Lawry’s report).
At the November 2006 Board of Trustees meeting in Yellow Springs, I spoke to you about my
vision for AntiochColi.. The Collese would be “fervently committed to iIlwll~1 fi’eodQ~
Baud ofTmstees
Feb 2007MeetiDgMinutes
4
open inquily and mutualrespect” It would provide “a highly rigorous h’beral-artseducation that
preparesgraduatesfor e1hicat1y-groundecllives of civicandintellectual leadership.”
TheNewAntiochwould,amongother things:
.
•••be selective: That is, it would have high admissionsstandards;be racially, ethnicallyand
sociallyandeconomicallydiverse; and have a strong focus on inculcatingpersonaland social.
responsibility andaccountability •
..•have, if you will, a more classical core: valuing critical thinking (critical analysis, for instance,
of what we read) and writing (to communicate ideas clearly); and training in ethics and
comparativereligion,an ethicalcore, in additionto whattheCollegecmrently offersin the social
sciences,humanitiesandsciences.0. •
..•investjn development of a smallDumberof rigorous,relevant and widely appealing flagship
programs,linkedto graduate trainingopportunitiesat otherAntiochUniversitycampuses. Doing
so wouldbeessentialto recoveringfor theCollegea clearcmricularidentity, somethingvitalfor
any successful coli., and something that I believe hadbeenlost. .
This New Antioch would have a renewed mandate for AdCil and ComCilt and community
governancegenerally,as key elements in the College’s educationalmission-and particularly
with respectto inculcatingpersonal and social responsibility.
I ITgueeithat we must undertakethese initiatives.buildingon the achievementsof the renewal
plan, if we wereto returntheCollegeto the kindof educational distinctionit wasknown for. We
must do these things if we are goingto attract andretain the interesting.curious, intelligent and
creative studentthat COIltributesso much to the success of the Antioch Collegeexperience.
Stevemade referenceto his promiseat the Novembermeeting to develop a businessplan or case
statementthatwould articulatethe new visionthatprospectivedonors would findcompellingand
persuasive.Steve,withthe help of hisstaffandotherswhomhe introduced,provideda summaryof
the College’sprogressin developingand planningforthe visionhejust restatedand what has been
achievedthus fartowardbuilding a strongcurriculum,a vibranteducationalclimate,andreturning
the Collegeto financialhealth. Beforepresenta.tioDSweremade, Steve sharedanupdate on the
businessplan, includingthe cunicular refonns being plannedand which he believeswill strengthen
the·Conegeeducationallyand ftnanciaDy.
Hisbusinessplan, in additionto cunicularinitiatiVes,speaksto strengtheningandinjegratingco-op,
teVitalizingcommunity governance,student recruitment,studentretention,the College’spublic
identity,and beingheld accountable for effectiveand efficient administration,responsibleand
transparentfinancialreportingandplanning,and rigorouseducationalassessment. Stevenext
distributedhis BusinessPlan,”Thinlci”gCritically;ActingResponsibljr to theTrusteesand asked
for their feedbackwith a special requestto the CampaignCabinet for their critique.
ACTION ITEM: Trustees and ULC to provide feedbackon Steve Lawry’s BusinessPlan to Tom
I Wamsleyby February IS.
SteveintroducedPaulHomburg for his analysis presentationon AdmissloBS. A copy oftbis
. presentationis on filewith theseminutes.
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Feb 2007MeetiDgMiDutes
s
ACI10N ITEM: Steve Lawry to providethe Boardwith a copy of the probabilityanalysisas soon
as it’s complete(Howard Colemanrequest).
Next,JenniferRhynergaveher presentationonEnrollmentManageDl8llt. A copy of this
presentationis on filewith theseminutes.
RickJurasekdelivereda presentationon EnroUmeDtPatterns for IDco~ng Studena. A copyof
this presentationis on filewith theseminutes.
TomWamsleydeliveredhis report on the Campalga forAntioch whichincludedprogresson all
ftmdraisinggoals.
This concludedSteve’sreportOD the College. Trusteesofferedcommentsand acknowledgedall the
hardwork beingdoBeby Btove·andstatf members. Brocerequestedmore in theBusinessPlan
relativeto thephysicalfacilities.
Art adjournedthemeetingat S:lOPM.
The BoardandULCwerejoined by AU SantaBarbara’s Boardof VisitorsandMichaelMulnix’s
executivestafffor a receptionat TheMondilll in downtownSantaBarbara.
FrIday. Feb”,,” 2. 2007
TI11Steespresent: Art Zucker/Chair,MichaelAlexander,BruceBedfordfrreasurer,Amy Chappell,
HowardColeman,DanFalIonIViceChair,John Feinberg,DianneDrouFraser,EveretteFreeman,
Ken Friedman,SherwoodGuernsey/Secretary, ReubenHarris,Hal Joseph,letrKasch, Niels Lyster,
TomMcNicol,SharonMeniman, Jack Merselis,JanMorgan,LaITyStone,PaulaTreichler,and
BarbaraWinslow.
· Absent: None
1lI&:ToniMurdock,Chancellor;LaurienAlexandre,ViceChancellorUniversityAcademic
Affairs;LeslieBates.ExecutiveAssistantto the Chancellor& Assist’t Secretary-ofthe Board;
DavidCaruso,President,AntiochNew England; BarbaraGellman-Danley, PresidentAntioch
UniversityMcGregor;Tom Faecke,Vice Chancellorand CbiefFinancial Officer;NealKing,
InterimPresidentAntiochUniversitySouthernCaliforniaLos Angeles;Mark Hower,Interim
President AntiochSeattle;MaryLou LaPierre.Vice Chancellor forUniversity Advancement;
MichaelM~ Interim PresidentAU SouthemCaliforniaSantaBarbara;Steve Lawry, President
Antioch- College.
I&salCounsel: DavidWeaver
others present: Karen Ely, Sr. Assistant to th~ Chancellor and Assistant Secretary of the Board;
CollegeCommunitymembersincludedTim Gilliland, CollegeCPO;Rick Jurasek, CollegeCAO;
Vuginia Dpwse,UniversityController;and Deb Caraway, College Controller., . …~.
,
CollUllitteeMeetingS:~7:}O – 9:15AM – Academic Affairsand Communications met… .. .”, .
Boardof1iustees • a· 6
Feb2007MeetiDgMinutes
Today’splenarysession tookplacein the HotelMarMonte.
At 9:30AMthe Boardand ULC convened forthe FlDmce Committee (a meeting of the whole),in
closed sessiOD.
ACTION ITEM: UniversityCFO to includebalance sheetin fu~ financefinanciBlreports
(requestfromMichael Alexander).
Thepresidents wereaskedto speak on theirbudgetreports. Theseare containedin the bound
II BudgetReportandTuitionRequests”bookletprovided by the University’s financeoffice aheadof
this meeting,a copy of whichis on file withthese minutes.
Steve LawryreportedthatGlen Helen had shortfallsin revenue; a grant ofS160K was received
&omtheMorganFoundationwhichwill serveas a matchforEPAfundsearmarkedforwastewater
workat the Outdoor EducationCenter. SomeportionwiDalsobeused for some”curb-appeal”
work; thenewdirectoris intheprocessof “resuscitating fund-raisingefforts.”
David Carusoreportedon the ANE budgetwhichis in a positive position at the endof the second
quart~ ofFY 06-07. He is requesting a 7% increasein tuition. Although it was seen in recent
years as tieingimportantto beat the low end withregardto tuition, David’s analysis is that ANB
can competeonquality,not on price, movingthe tuitionto mid-range.
Mark Howerreportedon the Seattle budget. Delayedmaintenance plushiring freezehas helpedthe
campusmaintaina balancedbudget. His biggest concernis with enrollment projections;he’s
findingthat it’s necessaryto be more creativearoundmarketing(web-site andmore targeted
marketing). Seattleis requesting a 7.25% increasein tuitioD.
Neal King reportedon the AUSC-LA budget The campus has exceeded its adjusted enrollment
projections. Hereportedthatthe communityhas respondedbeautifully to the many adjustments
beingmade to the budget,showinggreatrestraintandresponsibilityin spending. Nealrequesteda
s% tuitionincrease,to address increasesin healthcareand facilities needs.
Michael Mulnixreportedon the AUSC-SB budgetwhichhad to be adjusted due toon-going
restructuring. From afunding standpoint,he remainspositive. His campus will be concentratingon
a number of newinitiatives Coreosurlng growth andprosperity, and include increasedemphasison
the Arts. Michaelis requesting a S% increasein tuition.
Barbara Danleyreportedon the McGregor budget. She reportedthat the operatingbudget remains
strong tbroup the secondquarter; actual expensesthroughthe first two quartersof thefiscalyear
arenmniDgS113K.Thereis a newmoveforteachingonweekendevenings. Thecampusis
experiencing a morale problem due to increases in hea1tbcare in January whicheQJJates to 8 pay cut
Sherwoodasked for infonnation on whatit will meanfor McGregor to beNeATE accredited. ·
Barbara stated that it’s a great recruiting tool to have this accreditation.. .
Lurien Alexandrereported on the PhD in Leadenhlp & Change. The program continuesto
generatemore tuition-generatedincomethan budgeted,its expenses are incheck, and its
enrollmentscOntinuetobe aboveprojeGtioDl!Therewere29 applicationsat this time last year
Boanl ofTrastees
Feb 2007 MeeIiaa MimJtes
7
comparedwith 42 applicatioDScurrently. Laurienspoketo theproblems inherentin increasing
cohortsizeor numbersof cohortsbecauseof the directincreaseofbmden on facultyand staff;not
to mentionfacilityspace(theprogram’s classesuse existingcampusspace). In the worksis a non
degreeinitiative forengineeringfacultyin gradschools- they have asked for help to designa
certificate.fundedby the NSF. AntiochUniversitywouldbe the provider afthat certificate. Also
beingconsideredis an inteniationaldivision orthe PhDProgram. She reportedthatthe ULCis
lookingat otheruniversity-wide, cross-campusprograminiti!ltives. “Our uniquestructureis a huge
advantage,”she remarked. Laurien is requestinga 5.3%increasein tuition whichplacesthe
programtowardtheupperendof similarprograms.
Tom Faeckereported ontheA”tiDe”Reviewand WYSORadio. Toni reportedthattherewin be a
thiDk-t8Dkput togetherto reviewtheReview. Thereare two plans being consideredformaking
WYSOself-sustaining:one is a 2-yearplan (involvesadding more news programs,makingthe
stationlessYellow Springs-like);the other is aS-yearpl8lL Also being consideredare cooperative
ventureswiththe publicTV stationsin CincinnatiandDayton.
BruceaskedforToni’sreporton the hiringandcapitalexpenditures’fieeze.’ Sherespondedthat
the freezeis stillin placeand thenthankedthepresidentsfortheir cooperation, expressingher
appreciation forthehardshipsthatthis imposesonthem.Tom reviewedthe cash Dowanalysis
handout Art Doted thatthere wouldbe completedetailon this during theafternoonsession.
Therewas a reviewof thebond debt covenantsandthe possibility of needingto get a waiverof one
covenantin the Seattleissue aswasdone at the end of thelast fiscal year. The auditor’s
managementletterwasaddressedandBruceBedfordrequesteda progressreportfrommanagement
at the Committee’sJunemeeting.The prospectof addingan AuditCommittee was ~sed by Art, as
recommendedat therecentAGBconference he andToniattended, UnliketheFinance Committee,
the AuditCommitteewoulddeal with governmentfunding,Pell grants, regulationandcompliance
issues,etc. Auditorswouldreview with the AuditCommitteeall managementpoliciesand
proceduresas a measureagainstfraud Tom inteIjectedthatinternal audit reviewswill nowbe done
periodically by the Universitycomptroller.
ACTION ITEMS: FinanceCommitteewill explore the creation of an Audit Committee.
Managementwin providethe FinanceCommittee witha progressreportat theJunemeetingin
addressingtheissuesraisedin the auditor’smanagement letter.
Tom describedthebackgroundon the hiring ofBitl Marshall,the new Chief InformationOfficer,
who isin theprocessof conceivinga centralizedtechnologyplan. In themeantime,he descnbed
the draft structure of the IT department
ACTION ITEM: TheULC will bring arecommendationto the Board.atits Junemeeting.
At Bruce’s request,Tom reportedon recentcampusCFOcollaboration and conferences.
At 11:SOAM, there was a break for lunch. The FinancialStudy ad hoc committee met in closed
SessiODat this time.
FoIlowiD81~ the Development Committee met from 12:50 to 2:00PM as a committeeof the
whole, in opeD SesSIOD.
BoardofTmstees
Peb 2007MeetiDsMinutes
8
NU’
DevelopmentCommittee Meeting
CommitteeChair,JackMerselis explainedthatTrusteeGiving is one of the key responsibilitiesof
all trustees. He gavea history of the committee’s duties,advisingthat whenthe Collegecapital
campaignbeganin 2001that the University-wideTmsteefund-raisingfocuswas shifted:0 the
CollegecampaignandinJune2002, it wasagreedto separate the Collegecampaignfund-raising
fromthecommittee’sdutiesand leavethat workto the CollegeCampaignCabinet. It wasalso
notedthat any futurecampuscapitalcampaignwould requireapprovalby theBoard of Trustees,
andit was expectedtherebe 100%Boardparticipationin any new capitalcampaign.
In FY O4-OS,theCommitteedevelopeda University-widep!~ge form so trusteescouldmake
donationswith onesinglecheck to the Universityforthe .nnual Funds of each campus,in addition
to makingcampaigngiftsif they had Dotalreadydoneso, Anotherpurpose of the formwasto
encourage100%Boardgivingwbicliw&; achieved;,4 FYOS-06.
Therewas a discussionon encouragingtrusteegivingto all campusesand how to coordinatethat
giving with capitalcampaign giving. It was suggested thattrustee giving expectations need to be
communicated better and that there needs to be a process established for using the university-wide
pledgefonn, includinga timetablewith reminderdatesfor follow-throughon pledges.
Therewas alsodiscussionaboutwhat strategyis mosteffective,i.e, a personalvisit eachyearfrom
oneor moredesignatedpersonsappropriate forthetask;.•personalphonecall; a letterand
documentwith a dollarfigureshowingwhat amountis expectedfromthe trustee;givinghistory
recap(what has been currentlydonated orpledged for the currentfiscalyear); or revisionsto the
currentUniversity-wide PledgeForm.
Therewas a suggestionthat the university-wide pledgefonn be revisedand sentto Trusteesevery
July with a coverletter. Theindividualletterwould comefromthe universitY’sadvancementoffice
andcouldindicate theTrustee’spastandI or currentgivinghistorywith openpledges,anindividual
requirement forAnnualFundgifts, andmentionanynewmatchingchallengegrants. October1
wouldbe theduedate forthe form is tobe completedandreturned, and then theUniversityCould
follow-upwith a reminderto each Trusteein December,March and June. If necessary,a phone
call fromthe Developmentor TrusteeshipCommitteechaircould be made if trusteeshave not
returnedthe pledgeConnby October1 eachyear.
Steve Lawrywas askedto explain again the tenns of thecurrentCollege ChallengeGrantto
trustees. Theboardwas advisedat the Novemberboardmeetingthat the CollegehadnJCeiveda
$500,000challengegrantfroma currentmemberof theBoardwith therequirementthatsiped
pledgeformsand I or giftsbereceivedbyJune 30, 2007and fulfilledby June 30, 2009. The
paymentof the challengegrant, itit is met,winbe paidout over fiveyears.
Jan Morgan asked for a list of College alumni in her area. She suggested that every Trustee talk to
peoplethey know as potentialdonors.
Mary Lou LaPierreagreedto preparea processforcontactingBoard membersfor all general
giving. Shewill meetwith all campusesfor collaborationin definingtheir needs.
BoatdofTIU8teeS
Feb 2007Mee1iDgMinutes
9
State .rtheUDtrenity
Fiom2:00- 5:00PM, ToniandArtpresentedanupdateonthe financialstateof the universityin
closed sessioD. .
Art introducedthe sessionby giving somebackgroundon the formationof the ad hoc committee
knownasthePlanB TaskForce,namingthe eight members:Art Zucker,ToniMurdock,Howard
Coleman,Laurien Alexandre, BruceBedford,Michael Alexander, TomFaecke,Mary LouLaPierre,
DavidWeaverOeiaIcounsel),and LeslieBates(stafI). Witha focuson in-depthfinancialanalysis
andconsideration of contingencies, thepurposeof thetask forcewasto makerecommendations to
theBoardon sustainabilitymeasuresforthe on-goingfiDancialhealthof the Collegeand/orthe
University.He emphasizedthat it is criticalthatthe trusteesunderstandthe cmrentandprojected
state of theinstitution,andthat the first step in dealingwith these matters is to answerthe question
of why these measuresarebeing taken. Next actionscan take place only after that question is
answered.
Handouts (onfilewiththeseminutes):
• Projected Budget,2006-11,ExcessRevenueoverExpenses
• College HistoricalBudget (2001-07)
• AntiochCollegeSustainability Analysis
• Enrollment Analysis. SustainabilityStudy
• Sustainability SuccessMeasures
Discussion.
At 3:45PM,theTrusteeswentinto executivesessio.. Askedto remainwereToni,TomFaecke,
Laurien.Mary LoU,DavidWeaver,andLeslieBates.
Art gave the floorto Toni to lead thediscussionon a process for goingfOlWard.Toni explained
thatthe PlanB TaskForce has created a list of 61 options fordiverse budget reductions;however,
beforeany decisions couldbe made OD any actioDS,whatis requiredfirst is a determinationof
wherethe board standson the questionofwbetherwe”save'”thephysicalcollegeor savethe
university.
DavidWeaverwasaskedto speak:on variousaspectsof someoptionsincludingdeclaringfinancial
exigencyat the Collegeand the legal issues to beconsideredin contemplatingtheseoptions.
Ipcludedin thediscussionwas that there wasacknowledgementat the time of the adoptionof the
AntiochPlanthat therewouldbe yearsof deficitbudgets. Itwaspointedout that the development
plan as to datefailedto raisethe moneyneededto fund thePlan. Severalasked for an assessment
of performance of the Plan. Trustees made suggestions for next steps including: a PhD in
Leadership&.Changemodelfor recruitinginternational students,notifyingalumsto conveythe
nature of the problem so they’re aware and will be moved to help, and the idea of a ‘Habitat for
Antioch.’
Finally,Art asked to hear from the Chancellor. Toni stated that it will take anotherthreeyears to
detmniDewhelbertheCQl1ese’sRenewalPlanis successfuland notedthat “Tuneis theenemy”in
implementing thePlan. Shealso expressed herbelief thatthe systemmay requirestructuralchange
Board ofTl1lslees
Feb 2007MeetiDaMinutes
10
to remainviable. Shenotedthatthe ULChadjust spenta day discussingtheissue of governance
with thegoal of presentingthe Boardwith their recommendations at the June meeting.
In conclusion,Art askedthe Board to meetin executivesession at 8:00 tomorrow moming for a
continuationoftoday’s discussion. .
Therewas a reception& dinnerfor the Boardand ULCat the home of Lillian and Jon Lovelace.
Saturday, February 3, 1007
Today·s plenary sessiontook place in the HotelMar Monte.
Trusteespresent: Art Zucker/Chair,MichaelAlexander,BroceBedfonVrreasurer,Howard
Coleman,DanFallonIVice Chair,JohnFeinberg, KenFriedman, SherwoodGuemseylSecretary~
ReubenHarris,HalJoseph,Jeff Kasch,LillianLovelacelI’rusteeEmerita,NielsLyster,Tom
McNicol,SharonMerriman,Jack Merselis,Jan Morgan,Larry Stone. Paula Treichler,andBarbara
Wmslow.
Absent: Amy Chappell,Dianne Brou Fraser, EveretteFreeman
~: ToniMurdock,Chancellor;LaurienAlexandre, Vice ChancellorUniversityAcademic
Affairs;LeslieBates, ExecutiveAssistantto the Chancellor& Assist’t Secretaryof the Board;
DavidCaruso,President, AntiochNewEngland; BarbaraGellman-Danley,PresidentAntioch
UniversityMcGregor;TomFaecke,Vice Chancenorand ChiefFinancial Officer;Neal King,
InterimPresidentAntiochUniversitySouthernCaliforniaLos Angeles;Mark Hower,Interim
PresidentAntioch Seattle; MaryLouLaPierre,Vice Chancellorfor University Advancement;
MichaelMulnix,InterimPresidentAU SouthernCaliforniaSantaBarbara; SteveLawry,President
AntiochCollege.
Legal Counsel:DavidWeaver
Otherspresent: KarenEly, Sr. Assistant to the ChancellorandAssistant Secretaryof the Board
TheULC met from7:00- 8:00AMfor a specialsessionaheadof the Board meeting.
Can to Order.
Art openedthe meetingat 8:05AMin executivesessionwithULC membersof the PlanB Task
Force(Toni,Laurien,MaryLou,andTom)forcontinuation of andputtingclosureto yesterday’s
session.
Art stated: &CItis our role to offer suggestions and then let our management run the ship. Let’s
begin with Trustee Actions – what can and should trustees do?” A list of Immediate and Future
Trustee actions was-captured and a motion made to adopt the following:
BoardofTmstees
Peb 2007MeeIiDg Minutes
11
TRUSTEEACTIONS:
1. Fulfillourresponsibilitiesby participatingin a .systemati capproachtoour giving. Meet
therequirements oftheSSOOKCollegechallengegrant.
2. On behalfof the College,attendalumnievents,build alumni groups. Promote the
CollegePlanto Alums, friends,andformerfaculty. Utilize the new AlumniDirectory
(dueout in March)in these efforts.
3. In response to requestsfromtheCollegeEnrollmentManagementpeople,provide
supportto theCollegein theirrecruitment/enrollment efforts. This- canbe doneby
talkingto friends,gettingmaterials,attending collegefairsfmterviews,andhosting
meetingsof alumsandprospective students.
Art ZUckerasked for a showof handsfora commitmentto the above, especially meetingthe $SOOK
challengegrant. Theshowof handswas unanimOUs.
There followeda discussionof varioussustainabilitymeasures. It was notedthat the ULC and
CPOsfromeachcampus willbe meetingin Aprilforthe annualbudgetmeeting.
ACTION: TomFaecketopresentpreliminary budgetsto theFinance Committeeafterthe
ULCICFOBudgetmeeting.
Saggestions aDd Directives to Managemeat
.Art then led a discussionto get input &om the Trusteeson what they would liketo see ftom the
University management Fonowingiswhat wascapturedon tlipcharts:
RESOL1ITION2.3.07;13fA. Z1lekerLD.FalloB)
DIRECTIVES TO MGMT (to be prioritized .by
the
1. ImplementCollege budget redactloD plan of
SI.SM,includingSIM minimum in work
forcereduction asquickly as possible.
2. Set Beaehmarks for CoUege Plan, such as
enrollment forsustainability (set measuresfor
annualperformanceand triggerpoints w/dates for
actionsthat willbe specified).
3. Collegepursuenew ways to reach enroDments
Deededfor sustalnabWty
4. Timely reportsto Fbumee Committee to review
the budget, deliveredby April 30..
S.. ChancellorandCFOcreatea team to assistSteve
Lawry:College budget oversight committee.
6. Explore hiring outside CODsultaDt(S)with”work
out” expertise.
7. Prepare Inventory of fmed assets, inclusiveof
real property with suggestions for productive
use (inc.public/private partnerships).
8. Develop and implement. “gglvenlty bntlldlal
stra contactIan M
BoanIofTrustee8
Feb 2007MeetiDgMinutes
SUGGESTIONS TO MGT
t. FacUlties Review – UseYS real estateto
generate income,joint venture
w/private sector;considercreatinga
Cor-profitsubsidiary.
2. Aggressiveapproachto College
reendtmeDt that includesseeking
internationalstudents,low residency
delivery (phD pgm model)
3. Consider using allIDIIli to teachat the
College.
4. UseAntioch faculty andothersin public
media (e.g.,NPRwith B.Winslow
and J. Gallagher)
S. Authorize use of gains ontheendow
ment after Drey fimds are expended
(last resort) .
12
9. Developa contlngeaC)’plan.
10. Get federal flnandal aid form a.s.a.p.to
admissionsconsultant (paul Homburg)solit
yr classsizecanbeest’d.
Passedwithoneabstention. J. Kasch abstained becausehebelieves it isn’t the Board’s Tole to be
so involvedwithoperations.
ACTION ITEM: Tomagreedto get federalfinancialaid fonn to admissionsconsultant,Paul
Homburg,by Monday,Febmary5.
At 9:30AM, aDULC membersexcept forToni Murdock and Leslie Bates were asked to leave the
room sotheBoard couldgo into executive sessiOD.
Discussioncenteredaroundtwo recommendations.Oneinvolvedthe two interimpresidentsat the
Southern California campuses; theotherinvolved theissueof separating the twocampuses. Toni
addressedthe issueof protectingthose campusesfrompotentialjeopardy regardingaccreditation.
She reportedthat Neal and Michaelare workingwith WASe (Western Associationof Schoolsand
Colleges)to achieveaccreditationfor both campuses. This will present no changeto how we do
business and she expressedher confidence in achievingthis new accreditation provided we have
solid presidentsateach. Therewas a motionto providethat Michael and Nealbe namedpermanent
CBOsat AUSBandAULA,respectively.
That motionwastabledwhiletheBoardconsidered thesecondrecommendation (to separatethe LA
and SantaBarbaracampuses). Art and Toniboth actcnowledgedthat campus constituenciessupport
Neal andMichaelat LA and SB, respectively,andtrusteesacknowledged the strong leadershipin
place at this moment. Toni pointedout that IT and HR.wilt continue to be shared between the two.
David Weaver interjected that there is a by-law issue, that if we proceed the by-laws need to be
amended to show the split of the two campuses.Art responded that theby-law process couldbe
expeditedby havinga Boardof Trusteesconferencecall to approve the amendment.
At the conclusion of’thediscussion,the following resolution wasdrafted byDavidWeaverand
distributed to Trusteesfortheir reviewandconsideration.
RESOLUTION 1.3.07:12 (8. GueraseylB. Bedford>
WHEREAS,the Los Angelesand SantaBarbaracampusesof Antioch UniversitySouthern
Californiahavedifferentprogramsandprioritiesand serve distinct populationswithin their
respectivecommunities; and
WHEREAS,upontherecommendation oftheChancellor theBoard ofTmstees findsthat the
Los Angelesand SantaBarbaracampuseshavereacheda point in their growth and development
19warrant operating as separate campuses of the University; and
WHBREAS~ the Board believes that establishing said campuses as independent campuses of the
Universityshouldoccurat the earliestpossibletime; and
Board ofTrustees
Peb 2007 MeetiDgMinutes
13
WHEREAS,theChancellorhasrecommendedthat NealKingand MichaelMu1Dixbe
designatedto serveas the ChiefBxecutiveOfficersof Antioch UniversityLos Angelesand
AntiochUniversitySantaBarbara,respectively.
NOWTHEREFOREBE IT RESOLVED,thatthe By-Lawsof theUniversitybe amendedat the
earliest possible timeto deleteSectionS.10 of theBy-Lawsandto addnewsectionsto the By
Lawsneededto establishAntiochUniversityLosAngelesand AntiochUniversity Santa
Barbaraas separateand independentcampusesofthe U~versity.
RBSOL VEDFURTHER,that at such timein the future as theBy-Laws havebeen changed, a
specialmeetingof theBoard of Trusteeswillbe called for the purpose of electingNeal King as
VicePresidentof the Corporationand PresidentofAntiochUniversityLos Angelesand Michael
MulnixasVicePresidentof the Corporationandpresidentof AntiochUniversitySantaBarbara.
RESOLVED FURTHERthat until such timeastheBy-Lawshave been amendedandNeal King
andMichaelMulnixhave been electedas contemplatedin the prior resolution,said Neal King
andMichaelMulnixshall have all authorityand shallbe authorizedto performall the dutiesof
the VicePresidentof the Corporation and Presidentof Antioch University Southern California
on their respectivecampuses.
RBSOL VEDFINALLYthat theChancellor isherebyauthorized anddirectedto negotiateand
enterintoappropriate employment contractswithNealKingandMichaelMulnixin
consultationwith theExecutiveCommittee of theBoardofTrostees, and
FINALLYRBSOL VEDthat theChancelJoris hereby authorizedand directedto develop and
implementan appropriatepublicity plan for effectuatingthe’actions authorizedby the foregoing
resolutions.
Passedby unanimousvoicevote.
The Boardexpressedgreat appreciationto Toni and the ULC. At 9:45AM,theBoardwent into
exeeDti”esessloD without theCllaDceDor.At lO:3SAM, the ULC was askedtoreturn for a review
and approvalof resolutions.
RESOLUTIONS
ConsentAgenda(Resolutions1, 2, 3):
RESOLUTION 2.3.07:1 (A.Zucker/I. Menelis)
RESOLVED,that the Board hereby approvesthe minutes from the November2-4, 2006,
Board ofTrostees meeting held in Yellow Springs, Ohio, and the meeting held by telephone
conference on December 19, 2006.
RESOLUTION 2.3.07:2 1A.Zueker/J. MeneDsl
WHEREAS,the Universityis the owner of an unimprovedparcel of real estatesituated underan
elevatedportion’ofInterstate 75 and located at 617 W. Third St., Cincinnati,Ohio; and
BoardofTrus1ees
Feb 2007MeetiDgMinutes
14
WHEREAS, the Universityacquired the said parcel in November 1903 when theparcel was
leased to a predecessorof The Penn Central Corporation, but the lease was rejected by The Penn
CentralCorporation throughits bankrup~cy proceedingsin April 1976;and
WHEREAS t the City of Cincinnatibas offeredto purchase from the Universityeither the fee
simpletitle to theentiresaid parcel or an easementover a portion of the saidparcelfortheprice
ofS4,S6S.00. TheCityintends to installa watermainunder the property acquired;and
WHEREAS, since the said parcel is surplus property not needed for University purposes, the
University believes it is in its best interest to convey the fee simple title to the entire parcel to
the City of Cincinnati.
BE IT THEREFORERESOL YEO, that the Vice Chancellor and Chief Financial Officer is
hereby authorized to execute the documents necessaryto terminate of record the lease of the
said parcel with The Penn CentralCorporation, to undertake the sale of the said parcel to the
City of Cinc.innatiat a price of $4,565.00 andon such other terms and conditions as he deems
best, and to execute any and all documents necessary to complete this sale, including the
Contract, Settlement Statemen~ and Deed.
RESOLUTION1.3.07:3 CA. Zucker/J.Merselisl
REBOL VED,thatthe Boardof Trusteesof AntiochUniversityhereby ratifiesand
continns the actionsof the ExecutiveCommitteeas reported in the minutesof the
meetings held by conference calIon July 18, September 6, and September 22, 2006
PtI8sedbyUlUJnimoU8voicevote.
Development Committee Report. Jack Merselis reported on the following resolutions. On behalf
the Board,Art expressedgreat appreciationforthese gifts and grants. .
RESOLUTION 1.03.07;4 lJ. MerseUslS. Guernsey)
RESOLVED,thatthefollowingnew endowmentgifts and pledgesreceivedfromOctober
1, 2006, through December 31,2006, are gratefullyaccepted acknowledged by the Antioch
UniversityBoardofTrustee&:
Donor AlDouat ANTIOCH UNIVERSITY NEW
ENGLAND
Restriction I Type
$115.00 ESMSEndowedScholarship
– $25.00 ESMS EndowedScholarship- $85.00 ESMSEndowedScholarship
~ –
Donor
BoardofTmstees
Feb2007Meeting Minutes
Amount ANTIOCH COLLEGE
RestrictiOD I e
Coretta Scott King Endowed Scholarship
Patterson Endowed Scholarship Fund
Anne Fischer EndowedScholarshipFund
AbramsEndowedPeaceFund
IS
51,288.5
$1,134.
$1,000.
51,000.0
$1,000.
$250.
$2S0.
5250.
$150.
$100.
550.0
$25.
$20.
$20.
S10.
Glen Endowment- generaloperations
Glen Endowment- generaloperations
PattersonEndowedSchQlarsbipFund
Paul A.Coney EndowedScholarshipFund
AbramsEndowedPeaceFund
GeneralPurposeEndowment .
CorettaScott King EndowedScholarship
CorettaScott KingEndowedScholarship
Glen Endowment- generaloperations
Endowed Scholarships
Alice Bingle EndowedScholarshipFund
MeredithDallas EndowedScholarshipFund
CorettaScott King EndowedScholarship J
Endowed Scholarships
Endowed Scholarshis
Donor Amount ANTIOCH UNIVERSITY SEATTLE
Restrietio.. I Type
$200.00 ScholarshipEndowment
$100.00 ScholarshipEndowment
$100.00 ScholarshipEndowment
5250.00 ScholarshipEndowment
$31.00 ScholarshipEndowment
$100.00 ScholarshipEndowment
$110.00 ScholarshipEndowment
$40.00 ScholarshipEndowment
531.00 ScholarshipEndowment
PlUSedby unanimousvoicevote.
RESOLUTION 2.03.07:5 (I. MeneUslS. Guernsey)
RESOLVED, thatthe following new foundation grants and pledges received from October
1,2006, through December31t 2006, of$50,000 or more aregratefully acceptedand
acknowledged by theAntioch UniversityBoardof Trustees:
FoaadatioDName
BoardofTmstees
Feb 2007MeetiDgMinutes
AmOUDt
5125,000 .
5160,000
579,775
$100,000
Restrietioa I T e
AntiochUniversitySeattle
Earl Coli e Hi Schools for Native Youth
AntiochCollege
Waste Water Treatment Grant for Glen Helen
Antioch College
BonnerScholarshi Pro
AntiochUniversitySouthern Califomia
Fun· for StudentSoholarshi
16
Passedbyunanimousvoicevote.
Withregardto the saleof the property known as G.StanleyHall hall, Tom providedbackground to
the S200K appraisedvaluewhich appearsin the budget Bruce asked for a modificationto the
resolutionto includethat the universityseek independentappraisal; involve the AntiochSchoolas a
way of addressingthepoliticsof the situation. The resolutionwas modified and David Weaverread
the newversion.
RESOLUTION 2.3.07:’ 