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ANTIOCH UNIVERSITY
BOARD OF TRUSTEES ANNUAL MEETING
CLOSED SESSION MINUTES
May 30 – June 2,2001
KEENE,
NEW HAMPSHIRE
Wednesday, May 30,2001
Trustees present: Robert KrinskyIChair, Bruce Bedford, Monique Clague, Leressa Crockett,
Sandra Deming David Epstein, Betty Fuchs, James
Hall/Chancellor,
Bill Hooper, Dan Kaplan,
Jeff Kasch, Jessica Lipnack, Lillian Lovelace, Niels Lyster, Jim McDonald, Peggy
McPhaden,
Jack Merselis, Judy Palmer, Barbara
Winslow
and Art Zucker.
Others present: Fred Miller, Consultant to the Ad Hoc Committee and Retreat Facilitator, and
David A. Weaver, University Legal Counsel.
The meeting was called to order by Bob Krinsky at 6:35 p.m. Mr. Krinsky indicated that the
purpose of this closed session of the Board was to receive and discuss with counsel, the report
and recommendations of the Board’s Ad
Hoc
Committee. He then turned the meeting over to the
Chair of the Ad
Hoc
Committee, Jack Merselis.
Dr. Merselis welcomed those present and asked Mr. Weaver to review with the Board the ground
rules for maintaining the confidentiality of the report and of the Board’s deliberations with
respect thereto.
Mr. Weaver informed the Board that he had worked with the Ad Hoc Committee in the
preparation of the report and recommendations and that some portions of the report would be
distributed in writing while others would be presented in a Power Point presentation. He advised
the Board that the documents constituted attorney work product and could be maintained as
confidential documents as long as they were not published or distributed to persons who were not
board members, officers, employees or agents. Similarly, Mr. Weaver advised the Board that the
Board’s deliberations in closed session with counsel, constitute privileged attorney-client
communications, which can be maintained as confidential communications, unless they are
disclosed to persons who are not members of the Board, officers, employees or agents of the
Board.
At that point, Mr. Krinsky entertained the following motion made by Dr. Merselis and seconded
by Mr. Kaplan.
Antioch College Antioch New England Graduate School Antioch University Southern California Antioch University Seattle The McGregor School
Page 2
Board of Trustees
June 2001 Minutes
Closed Session
RESOLVED, that all deliberations of the Board at this meeting regarding the
report and recommendations of the Ad
Hoc
Committee be and the same are
hereby regarded as confidential attorney-client communications.
The motion passed unanimously.
Dr. Merselis then indicated that Chancellor Hall had requested the opportunity to briefly discuss
certain aspects of the Ad
Hoc
Committee’s report and recommendations. Dr. Hall acknowledged
the critically important work of the Ad
Hoc
Committee. He also indicated that he wanted to
inform the Board of his decision to not seek reappointment as Chancellor when his current
contract ends on December 31, 2002. Dr. Hall emphasized that the University does not have
time for long transitions and urged the Board to commence a search for a successor Chancellor at
the earliest possible time. After a brief discussion with the Board, Dr. Hall was excused and left
the meeting at
7:00
p.m.
Dr. Merselis then proceeded to provide the Board with background information concerning the
Ad
Hoc
Committee’s work. Sequentially numbered copies of the Committee’s findings and
conclusions were distributed to the members of the Board. These were then reviewed by Mr.
Kaplan and Dr. Winslow, members of the Ad Hoc Committee. The Trustees were then invited to
respond and question the Committee’s Findings and Conclusions. After a brief recess, the
meeting resumed at
8:05
p.m. with the distribution of sequentially numbered pages 11 through
14, addressing specific recommendations. Dr. Merselis described the process the Committee
had pursued in reaching its specific recommendations, after which further discussion was
encouraged. After a brief recess, the Board returned and Dr. Merselis made a Power Point
presentation to the Board to summarize the proposals of the Ad
Hoc
Committee to implement the
recommendations contained in pages 15 through 19 of the report. A lengthy discussion ensued at
the conclusion of which Mr. Miller suggested that the critical first question for the Board to
answer was whether or not individual trustees believe that there was a financial, strategic and
leadership crisis that required Board intervention. A straw poll was then suggested and the
results indicated overwhelming support among trustees for the kinds of actions being
recommended by the Ad
Hoc
Committee.
At the conclusion of the Ad
Hoc
Committee’s presentation, several members of the Board
requested that they be given an opportunity to read the report in its entirety prior to reconvening
for further discussion. Mr. Krinsky volunteered to distribute the report to those who wanted to
review it in his presence tomorrow morning while the Committee was meeting with the ULC,
with the understanding that all copies would be returned to Mr. Weaver, who has been asked by
the Ad
Hoc
Committee to serve as a custodian for all of the documents that have been developed
by the Committee in conjunction with its presentation.
The Board then discussed how best to present the Committee’s report and recommendations,
after which the closed session was recessed at
10:05
a.m.
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Board of Trustees
June 2001 Minutes
Closed Session
Thursday, May 31,2001
Trustees present: Robert KrinskyIChair, Bruce Bedford, Monique Clague, Leressa Crockett,
Sandra Deming, David Epstein, Betty Fuchs, Bill Hooper, Dan Kaplan, Jeff Kasch, Jessica
Lipnack, Lillian Lovelace, Niels Lyster, Jim McDonald, Peggy
McPhaden,
Jack Merselis, Judy
Palmer, Barbara
Winslow,
and Art Zucker.
Others present: Fred Miller, Consultant to the Ad Hoc Committee and Retreat Facilitator, and
David A. Weaver, University Legal Counsel.
The Board resumed in closed session at
9:30
a.m. Dr. Merselis reported that the Ad
Hoc
Committee, Fred Miller and Dave Weaver, met with the Chancellor, Vice Chancellor and
campus Presidents at
7:00
a.m. and presented the Committee’s Findings and Conclusions,
recommendations and proposals to implement the recommendations, at the conclusion of which
the officers requested time to discuss among themselves, the Committee’s report and
recommendations.
The Board then decided to allocate time to a discussion of the Committee’s financial strategic
and leadership recommendations. In order to do so, draft resolutions, which had been prepared
by counsel at the request of the Committee, were distributed and discussed item by item. While
no final vote was taken, Mr. Miller suggested that a “straw poll” sense of the group be
determined at the conclusion of the discussion relative to each item. The session concluded at
11:30
a.m. in order to permit trustees to attend committee meetings.
The Board resumed in closed session at
12:30
p.m. with members of the ULC, Mr. Miller and
Mr. Weaver. Dr. Merselis again requested Mr. Weaver to remind all present of the
confidentiality of the Board’s deliberations in closed session.
Dr. Merselis then responded to a series of questions which had been given to him by members of
the ULC. This session recessed at 1 :30 p.m. so that trustees could attend committee meetings.
Page 4
Board of Trustees
June 2001 Minutes
Closed Session
Friday, June 1,2001
Trustees Present: Robert KrinskyIChair, Bruce Bedford, Monique Clague, Sandra Deming,
David Epstein, Betty Fuchs, Bill Hooper, Dan Kaplan, Jeff Kasch, Lillian Lovelace, Niels Lyster,
Jim McDonald, Peggy
~c~haden,
Jack Merselis, Judy Palmer, Barbara
Winslow
and Art Zucker.
Others Present: Fred Miller, Consultant to the Ad Hoc Committee and Retreat Facilitator, and
David A. Weaver, University Legal Counsel.
The Board resumed in executive session after lunch to further consider the Ad
Hoc
Committee’s
report and recommendations and the proposals to implement its recommendations. Dr. Merselis
noted that the draft resolutions had been revised by counsel based upon discussions that occurred
yesterday. Revised resolutions were then distributed. It was suggested that each resolution be
specifically voted upon and then a final vote be taken on the resolution as a whole.
Resolution
6.2.0 1 :2 1 (c) was moved, seconded and unanimously approved.
Resolution
6.2.01:21
(d) was moved, seconded and approved with two abstentions (Lyster and
Fuchs).
Resolution 6.2.01 :21 (e) was amended to add the words “short-term and long-term” between the
phrases “trustee-led” and “strategic planning task force.” The resolution was further amended to
provide that Trustee Bruce
Bedford
and Trustee Jack Merselis Co-Chair the future of Antioch
Task Force. The resolution was finally revised to specify that the task force will make interim
reports to the Board in 2002 and a final report to the Board at its Winter 2003 meeting. The
motion as amended was then moved, seconded and unanimously approved.
Resolution
6.2.01:21
(a) and (b) were moved, seconded and unanimously approved (with Trustee
Bedford
abstaining from the vote on his election to serve as Executive Vice Chair of the Board).
Resolution
6.2.01:21 (f) was moved and approved with one no vote (Lyster).
Resolution
6.2.01:22
(g) was moved, seconded and unanimously approved.
Having approved each of these actions to implement the recommendations and proposals
contained in the Ad
Hoc
Committee’s report, the Board then considered the adoption of
Resolution
6.2.01:21
in its entirety. The motion, reading as follows, was moved, seconded and
approved:
WHEREAS, the Board of Trustees determined at its February 2000 meeting to
take the steps necessary to launch a successful capital campaign; and
Page 5
Board of Trustees
June 200 1 Minutes
Closed Session
WHEREAS, to that end, the Board has engaged in a self-assessment process
culminating in a retreat at its October 2000 meeting; and
WHEREAS, an Ad
Hoc
Trustee Committee was appointed by the Chair to review
the issues associated with finance, strategy and leadership identified by the Board
at its October 2000 retreat and to propose specific actions to address said issues;
and
WHEREAS, the Ad
Hoc
Trustee Committee has reported at this meeting to the
Board in closed session, with University legal counsel present, its confidential
findings, conclusions, recommendations and proposals; and
WHEREAS, after full deliberation, the Board believes that the Ad
Hoc
Trustee
Committee’s Report should be accepted and fully implemented at the earliest
possible time.
THEREFORE BE IT RESOLVED, that the Board of Trustees hereby accepts the
Ad
Hoc
Trustee’s Committee’s Report dated May 24, 2001, as modified at this
meeting, and commends the Committee for its work and the thoughtful and
thorough manner in which it was performed.
BE IT FURTHER RESOLVED, that in order to implement the recommendations
and proposals contained in Ad
Hoc
Committee’s Report, the Board hereby
authorizes and directs that the following actions be taken: ‘-.
a) Pursuant to Section 5.1.1 of the Bylaws, the Board hereby establishes the
temporary position of Executive Vice Chair of the Board, to serve as an
officer of the Corporation to exercise the powers and to perform the duties
that have been identified by the Ad
Hoc
Committee and to perform the
duties that have been identified by the Ad
Hoc
Committee in its report.
These powers and duties specifically include, but are not limited to, the
direct supervision of campus Presidents, Vice Chancellors and other
officers of the Corporation (except those officers who are also trustees —
including the Chancellor) and such other duties and responsibilities as may
be hereafter determined by the Board. This position will terminate as of
the date the new chancellor assumes office or before by action of the
Board.
b) Trustee Bruce
Bedford
is hereby elected to serve as Executive Vice Chair
of the Board effective June 3,2001.
Page 6
Board of Trustees
June 200 1 Minutes
Closed Session
The Finance Committee, in conjunction with the Chancellor, the Vice
ChancellorICFO,
and the Executive Vice Chair of the Board, and with the
assistance of the
ULC
and staff as may be needed, shall prepare a short-
term (18-24 months) financial stabilization plan for review and action by
the Board of Trustees at its meeting in the Fall of 2001.
The Development Committee, in conjunction with the appropriate officers
and staff, is authorized and directed to begin the early, quiet phase of the
Antioch College capital campaign and to enlist lead gifts for that
campaign.
The Chair is hereby directed to appoint a trustee-led short-term and long-
term strategic planning task force to be known as the Future of Antioch
Task Force. The Task Force will be co-chaired by Trustee Bruce
Bedford
and Trustee Jack Merselis and will consist of those trustees,
administrators, and others recommended by Mr. Bedford and Dr. Merselis
and willing to serve. The Task Force shall make interim reports to the
Board at the Board’s winter and spring meetings in 2002 and shall make a
final report at its Winter 2003 meeting.
The
ULC
is hereby requested to prepare a plan to
establishlredefine
and
utilize Campus Boards of Visitors at each campus of the University,
including the College, for review and action at the Board’s meeting in the
fall of 2001.
BE IT FINALLY RESOLVED, that in order to preserve the confidentiality of the
Ad
Hoc
Trustee Committee’s Report dated May 24, 2001, that all copies of same
be delivered and held in the possession of the University legal counsel.
The Board then considered Resolution 6.2.01:22 reading as follows:
WHEREAS, the Chancellor has announced his intention to retire effective
January 1,2003; and
WHEREAS, the Board believes that certain current academic and program
development matters vital to the University will require substantial time and effort
to complete prior to the Chancellor’s retirement; and
WHEREAS, the Chancellor is willing to focus his time, energy, and effort prior to
January 1, 2003, on those academic and program development matters, and to
relinquish other day-to-day powers and duties; and
Page 7
Board of Trustees
June 2001 Minutes
Closed Session
WHEREAS, the Board believes that it can delegate the other powers and duties of
the Chancellor to the Executive Vice Chair of the Board until such time as a new
Chancellor is employed.
BE IT THEREFOR RESOLVED, that the Chancellor’s powers and duties on and
after June 3,2001, through December 3 1,2002, shall be as follows:
a) NCA re-accreditation;
b) approval of the University
Ph.D.
Program and its initial
implementation;
c) further development of the on-line BA program;
d) performing the academic functions as Chancellor of the
University and the official functions as President of the
Corporation until a new Chancellor is employed;
e) other duties as may be reasonably requested by the Chair or
Executive Vice Chair of the Board.
RESOLVED FURTHER, that except as provided in the immediately preceding resolution on and
after June 3, 2001, all powers and duties previously delegated to the Chancellor, under the
Bylaws or by specific resolution of the Board or its Executive Committee, are hereby delegated
to the Executive Vice Chair of the Board, effective June 3,2001. X
The motion was moved, seconded and after brief discussion, unanimously approved.
Finally, the Board considered Resolution
6.2.01:20.
The motion was moved, seconded and after
discussion, amended by consensus to provide that at least a majority of the Chancellor Search
Committee be current members of the University Board of Trustees. As amended, the resolution
reading as follows, was unanimously approved:
WHEREAS, the Chancellor’s current five-year contract requires that notice of
intent to renew or not to renew be given not later than September 1,2001; and
WHEREAS, the Chancellor has announced his intention to retire effective
January 1,2003, and not to seek renewal of his appointment as Chancellor beyond
December 3 1,2002; and
WHEREAS, the Board intends to conduct a national search for a successor to the
Chancellor, which may take several months to complete; and
Page 8
Board of Trustees
June 2001 Minutes
Closed Session
WHEREAS, the Board believes that it is desirable to immediately commence a
search for a new Chancellor of the University.
THEREFORE, BE IT RESOLVED, that the Chair of the Board appoint
individuals as he deems representative of the University to serve as members of
the Chancellor Search Committee, provided that at least a majority of the
Committee members shall be current trustees of the University.
RESOLVED FURTHER, that the Chancellor Search Committee is hereby
authorized to take any and all actions needed to conduct a national search for a
Chancellor and CEO of the University, including, but not limited to, retaining a
search firm to assist and guide it in its work.
RESOLVED FINALLY, that the Chancellor Search Committee is hereby charged
and directed to:
Develop and distribute to all members of the Board a
statement of the required and desired qualifications.
Establish and distribute to all members of the Board a
timetable and procedures (which will include specific
procedures for the recruitment of qualified female and
minority applicants).
Conduct a national search for qualified candidates.
Observe strict confidentiality in the conduct of the search.
Report to the Board about the progress of the search at
appropriate times.
Bring to the Board the names of at least two (2) finalists,
with or without a recommendation, as the Chancellor
Search Committee deems best, for election by the Board,
pursuant to the University Bylaws.
Bring to the Board a recommended compensation and
benefit package for the new Chancellor.
The closed session was then recessed until 4: 15 p.m. at which time it resumed with members of
the ULC, Mr. Miller and Mr. Weaver in attendance.
Page 9
~oard of Trustees
June 200 1 Minutes
Closed Session
Dr. Merselis indicated that the Board had taken several actions in its prior closed session which it
wanted to communicate to members of the ULC. The resolutions which had been approved at
the earlier closed session of the Board were distributed and reviewed.
Dr. Merselis indicated that the Ad
Hoc
Committee and the ULC would meet at
8:00
a.m. on June
2 to have a further discussion of the implications of the Board’s actions. It was emphasized that
the Board’s actions were to remain confidential until the end of the Board meeting and that a
briefing memorandum was being prepared to best ensure that the actions taken by the Board were
communicated clearly. Finally, Dr. Merselis asked that all trustees and others present return to
Mr. Weaver all copies of the written materials that had been distributed concerning the Ad Hoc
Committee’s work and that they be retained by Mr. Weaver to the extent that there would be any
future need to have access to them. The closed session was then adjourned for the day.
Saturday, June 2,2001
Trustees Present: Robert KrinskyIChair, Bruce Bedford, Monique Clague, Sandra Deming,
Betty Fuchs, James
HalllChancellor,
Bill Hooper, Dan Kaplan, Jeff Kasch, Niels Lyster, Jim
McDonald, Peggy
McPhaden,
Jack Merselis, Judy Palmer, Barbara
Winslow,
and Art Zucker.
Others Present: Various members of the ULC and David A. Weaver, University Legal Counsel.
The Board meeting continued at noon in closed session. The first item considered was
Resolution 6.02.01 : 17 reading as follows:
RESOLVED, that the President of Antioch College, or his designee, is hereby
authorized to enter into a tenure relinquishment agreement with Professor
, on the terms and conditions reviewed at this meeting with the Finance
Committee; and
RESOLVED FURTHER, that said agreement is authorized for the purpose of
terminating
‘s
rights to continued employment as a member of the
Antioch
College faculty, effective ,2001.
RESOLVED FINALLY, that said agreement shall not establish any precedent or
constitute any evidence of an early retirement policy applicable to any other
member of the Antioch College faculty.
The motion was moved, seconded and unanimously approved.
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Board of Trustees
June 200 1 Minutes
Closed Session
The second item considered was resolution ‘6.2.01 : 18 reading as follows:
RESOLVED, that upon the recommendation of the President of
Antioch
College,
the Board of Trustees hereby confers the honorary title of Professor Emeritus
upon Professors Dimitra Reber and Leonard Watts, effective as follows:
Professor Dimitra Reber, effective May 1,2001.
Professor Leonard J. Watts, effective September 1,2001.
The motion was made, seconded and unanimously approved.
Mr. Krinsky concluded the meeting by thanking Dr. Merselis and the Ad Hoc Committee and
Fred Miller for superb work. He also thanked the members of the Board and the officers and
other members of
ULC
for their cooperation and assistance. A particular note of gratitude was
mentioned for the efforts of the Chancellor in the manner in which the meeting had been
conducted and for his efforts on behalf of the University.
Respectfully submitted,
David A. Weaver, Acting
Assistant Secretary
Barbara
Winslow,
Secretary CLmy^w^-S
-vf^ fi^.J!
G:lKwilliamsKWFilesAntiochWoardWd of Trustees Closed Session Mtg (3rd)- 5-30 thru 6-20-O1.wpd
