Approved
NORTHERN MICHIGAN UNIVERSITY
BOARD OF TRUSTEES
Minutes of the Special Meeting of
May 15, 2012
A special meeting of the Board of Trustees of Northern Michigan University was held on Tuesday, May 15, 2012 in the Board of Trustees Meeting Room, 602 Cohodas Hall, Northern Michigan University, Marquette, Michigan. The meeting was convened at 2:35 p.m. by Chair Brian Cloyd.
Trustees present included:
Mr. Brian D. Cloyd, Chair (via Interactive Television) Dr. L. Garnet Lewis (via teleconference)
Mr. Stephen F. Adamini Mr. Richard M. Popp (via teleconference)
Mr. Stephen L. Gulis, Jr (via teleconference) Dr. H. Sook Wilkinson (via teleconference)
Mr. Jon G. LaSalle Mr. Gilbert L. Ziegler
Senior staff and counsel present included:
Ms. Catherine L. Dehlin, General Counsel
Dr. Paul Lang, Interim Provost and Vice President for Academic Affairs
Mr. R. Gavin Leach, V.P. for Finance and Administration and Treasurer of the Board
Ms. Theresa M. Nease, Executive Assistant to the President and Secretary of the Board of Trustees
Chair Cloyd called for a roll call. A roll call was conducted, and all Board members were present.
APPROVAL OF DR. LESLIE E. WONG’S RESIGNATION
The Board reviewed Dr. Wong’s letter of resignation.
The Board then took the following action:
It was moved by Trustee Lewis and supported by Trustee Wilkinson to accept the resignation of Dr. Leslie E. Wong:
On a roll-call vote, the Board voted as follows:
Aye Nay
Mr. Adamini
Mr. Cloyd
Mr. Gulis
Mr. LaSalle
Dr. Lewis
Mr. Popp
Dr. Wilkinson
Mr. Ziegler
The motion was thus carried unanimously.
APPROVAL OF THE INTERIM PRESIDENT
Chair Cloyd said at this time he would entertain a motion regarding the approval of the Interim President.
The following motion was made:
It was moved by Trustee LaSalle and supported by Trustee Lewis to approve the Interim President.
Mr. Ziegler inquired whether public input was going to be allowed before the vote. Mr. Cloyd said no public comment opportunity was going to be offered at this meeting as it is not a requirement and the Board would like to move things forward as expeditiously as possible. The Board will continue to accept written comments and will accept public comment during the regularly scheduled July 12, 2012 Board meeting.
Mr. Ziegler asked why the search was not expanded. Mr. Cloyd said the Board has had discussions during the February retreat and during the Executive Committee meetings and have determined there will be an interim president until the time is right to do a full search.
Mr. Popp said the Board discussed succession planning for the president position during the February retreat and more recently at the May meeting. The Board had discussed that in the event of Dr. Wong leaving NMU, Dr. David Haynes would be the ideal person to be interim as he is completely up to speed with many of the business and operating challenges of the University. He believes there was some miscommunication, however, he fully supports Dr. Haynes as the Interim President. A search will be done in the future when the time is right. His one concern is the Board should develop a plan for the reporting line between the President and the Vice President for Advancement, and he recommends this be reviewed during the July meeting. He said when he gives his vote it is with the understanding that the Board will address this issue.
Dr. Lewis said as an alumna she feels particularly respectful to the alums and their concerns. She addressed the concern regarding the quick transition by listing the following items that need to be moved on quickly: 1.) Provost Search, 2.) Athletic Director Search, 3.) branding project, 4.) continued enrollment for the Fall and retention efforts, and 5.) the ongoing labor negotiations. The way the Board ensures these things continue to move forward quickly is to appoint an Interim President right away.
Mr. LaSalle said he concurs with Mr. Popp and Dr. Lewis in their assessment of Dr. Haynes and his qualifications to provide interim leadership as president of Northern Michigan University. He replied to Mr. Ziegler’s inquiry about opening the meeting to public comment and said there has been a lot of inquiry around the procedures the Board followed in naming the interim president, and that is why a public meeting was convened. He said pursuant to the Open Meetings Act, 1.) this meeting of the Board of Trustees is not covered under the Open Meetings Act and 2.) the rules that govern a special meeting of the Board of Trustees have been in place a very long time, and the Board did not change the rules to not allow the public to speak at special meetings of the Board. Further, the Board received written communications from concerned alums, faculty, staff, business community members, students, and two past presidents, and the majority of them are very positive and supportive of this appointment. Some of them are in disagreement with it. However, he feels the Board is hearing from people, and the Board is following their rules and will continue to do so.
Dr. Wilkinson said her biggest concern is that the Board follows its own bylaws. According to the NMU Board bylaws under Article III “In the event of the death or disability of the President, or in the event of a vacancy in that office, the Chair of the Board shall convene the available members to take appropriate action to assure continuity in the affairs of the University until the Board shall arrange for an acting or interim President.” Based on this, she said she believes that Mr. Cloyd as the Chairman has the responsibility to make sure the continuity of the affairs of the University continue, so she is in concurrence with the motion.
Mr. Adamini said he agrees with Trustee Popp that there have been communication problems. He admits that during the February retreat there was general discussion about the need to have succession plans available, not just for the presidency but for all key posts within the University in the event of illness, injury or death of someone in these key positions. There was general agreement that it was good to have such a plan in place. He does not think they took any steps at that time in deciding who would fill those positions in the event of a vacancy, but he thinks they were in common agreement that it was a good idea. He certainly thought he would have a future opportunity to provide input. He said at no time in an open meeting when they were moving towards a decision does he believe other members of the Board were given the opportunity to suggest alternate candidates. He said he is not saying Dr. Haynes is not qualified to be the President of the University, but he is sure he is not the only person that is qualified. He could not vote to support this motion until he has more time to do his due diligence. Mr. Adamini raised questions regarding Dr. Haynes’s service as lobbyist for two institutions simultaneously and said due diligence needs to be done on this issue. He said he is not saying that at some time down the road he would not be willing to vote for Dr. Haynes, but he has not had the time to do due diligence.
Mr. Gulis said he would add the funding initiative to the list Dr. Lewis mentioned that the University needs to move forward quickly. The Board needs to make sure NMU is properly represented due to its location and the student and faculty that NMU serves, and he thinks Dr. Haynes is very well qualified to do this. Northern Michigan University needs direction from an individual who can make decisions and provide the leadership, and this is why he would support Dr. Haynes’s appointment to this position.
Mr. Adamini said the press reported that a two year contract would be provided to Dr. Haynes with the understanding that a search would be started for a replacement in the second year. He doesn’t believe he was present at any meeting where those terms were discussed. He asked if that was included in the motion on the table or is the motion just to hire him and then to negotiate term length and salary? Mr. Cloyd said the Board wanted Dr. Haynes to work unencumbered for the first year so the Board could address the myriad of issues coming up, and at the beginning of the second year the Board would engage a search firm to hire the permanent president. He would leave that response to the pleasure of the Board.
Mr. Ziegler said he is concerned that this hiring is premature as Dr. Wong is not starting his new position until August.
Trustee Lewis called the Question.
Trustee Adamini called a Point of Order.
It was moved by Trustee Adamini and seconded by Trustee Ziegler to suspend the rules to permit those members of the faculty and administration that are here to have the opportunity to each speak to the Board for one minute.
On a roll-call vote, the Board voted as follows:
Aye Nay
Mr. Adamini
Mr. Cloyd
Mr. Gulis
Mr. LaSalle
Dr. Lewis
Mr. Popp
Dr. Wilkinson
Mr. Ziegler
The motion failed with four for the motion and four against.
Trustee Lewis Called the Question.
RECONVENE – Chair Cloyd reconvened the meeting at 3:10 p.m.
APPROVAL OF THE INTERIM PRESIDENT (Cont’d)
Trustee Gulis seconded the motion to Call the Question
On a roll-call vote, the Board voted as follows:
Aye Nay
Mr. Adamini
Mr. Cloyd
Mr. Gulis
Mr. LaSalle
Dr. Lewis
Mr. Popp
Dr. Wilkinson
Mr. Ziegler
The motion carried with five for the motion and three against.
The motion was restated for clarity.
It was moved by Trustee LaSalle and supported by Trustee Lewis to approve the Interim President.
Mr. Ziegler asked if the motion contained the name of the Interim President. Mr. Popp agreed that he feels the motion needs to contain the name of the Interim President. Dr. Wilkinson asked for clarification that the term of the appointment is also not included in the motion. Chair Cloyd agreed the term is not included in the motion.
On a roll-call vote, the Board voted as follows:
Aye Nay
Mr. Adamini
Mr. Cloyd
Mr. Gulis
Mr. LaSalle
Dr. Lewis
Mr. Popp
Dr. Wilkinson
Mr. Ziegler
The motion failed with four for the motion and four against.
It was moved by Trustee LaSalle and supported by Trustee Popp to seat David Haynes as the Interim President of Northern Michigan University.
Mr. Ziegler said he has a list of several individuals that he thinks would be a good fit for the position. He believes the Board should do a little more vetting and discussion. He thinks this should not be taken lightly, and the Board should not rush to judgment.
Mr. Popp said procedurally he thinks maybe the Board did move too quickly last week; however, he is not alone in being passionate about Northern Michigan University and the things that have been accomplished with the leadership of Dr. Wong. Northern has been blessed to have him and Phyllis for eight years. He would never take this discussion lightly and doesn’t think anyone on the Board would take it lightly. The Board has been thinking about Dr. Haynes as the interim for several months. He appreciates that Mr. Adamini is doing his due diligence and raising his concerns. Yet all things considered as the Board looks at what the University needs, during this interim period, Dr. Haynes is what the University needs. He is excited for the leadership team, for the Athletic department as the Athletic Director search can be concluded quickly, and for all of the work that is being done in Lansing with David’s leadership. His votes before were more in support of the debate to make sure people feel they have a chance for input because NMU is a public institution and the Board cares deeply about the public, and yet he is convinced that Dr. Haynes is the right person for this job right now.
Mr. LaSalle said he too cares deeply about Northern Michigan University, and he is proud to be a Northern alumnus. He is also proud to be part of the Board of Trustees to name a fellow alumnus as the very first alumnus to be president of Northern Michigan University. He thinks Dr. Haynes is the one to take NMU into the next phase of NMU’s future. He is confident he will do a good job and that he has all of the qualifications necessary to distinguish that office to NMU’s benefit and to the Board’s satisfaction.
Trustee Lewis moved and Trustee LaSalle seconded a motion to Call the Question
On a roll-call vote, the Board voted as follows:
Aye Nay
Mr. Adamini
Mr. Cloyd
Mr. Gulis
Mr. LaSalle
Dr. Lewis
Mr. Popp
Dr. Wilkinson
Mr. Ziegler
The motion carried with six for the motion and two against.
The motion was restated for clarity.
It was moved by Trustee LaSalle and supported by Trustee Popp to seat David Haynes as the Interim President of Northern Michigan University.
On a roll-call vote, the Board voted as follows:
Aye Nay
Mr. Adamini
Mr. Cloyd
Mr. Gulis
Mr. LaSalle
Dr. Lewis
Mr. Popp
Dr. Wilkinson
Mr. Ziegler
The motion carried with six for the motion and two against.
ADJOURNMENT
It was moved by Trustee LaSalle and supported by Trustee Lewis to adjourn the meeting.
Chair Cloyd called for a roll call vote.
On a roll-call vote, the Board voted as follows:
Aye Nay
Mr. Adamini
Mr. Cloyd
Mr. Gulis
Mr. LaSalle
Dr. Lewis
Mr. Popp
Dr. Wilkinson
Mr. Ziegler
The motion carried with seven for the motion and one against.
Chair Cloyd adjourned the meeting at 3:31 p.m.
Respectfully submitted,
___________________________________________
Theresa M. Nease, Secretary of the Board