Proposed

 

NORTHERN MICHIGAN UNIVERSITY

BOARD OF TRUSTEES

Minutes of the Special Formal Session

of

Tuesday, August 25, 2026

 

A special formal session of the Board of Trustees of Northern Michigan University was held on Tuesday, August 25, 2026, via Zoom video conference.  The meeting was convened at 9:31 a.m. by Chair Melissa A. Holmquist.

 

Trustees present included:

Ms. Melissa A. Holmquist, Chair

Mr. Gregory J. Seppanen

Ms. Venus J. Brown

Mr. Greg M. Toutant

Ms. Lisa I. Fittante

Mr. Stephen E. Young

Ms. Brigitte R. LaPointe-Dunham, Vice Chair

Dr. Christopher J. Olsen, ex officio

Mr. Steven W. Lindberg

 

 

Senior Staff and Counsel present included:

Ms. Cathy A. Andrew, Secretary of the Board of Trustees

Ms. Laura M. Glover, Senior Executive Assistant to the President

Ms. Deanna K. Hemmila, Executive Director – Board and Government Relations

Mr. R. Gavin Leach, Executive Vice President for Finance and Administration and Treasurer of the Board of Trustees

Mr. Carrick D. Craig, Legal Counsel

Ms. Ashley N. Higginson, Legal Counsel

Mr. Jeffrey L. LaBine, Legal Counsel

 

The meeting was live-streamed at:
https://nmuwildcast.hosted.panopto.com/Panopto/Pages/Viewer.aspx?id=766aad13-3bea-404c-bcc0-b4b000cfeb5f

 

ROLL CALL

Secretary Andrew took roll call noting a quorum was met with all Trustees present.

 

SALE OF SIGNIFICANT UNIVERSITY ASSET

Chair Holmquist called on President Olsen to lead the discussion on the sale of the Educational Access Network (EAN) asset.  President Olsen thanked the individuals from all teams who worked on the proposal to sell the EAN to Michigan Broadband Service (MBS).  He noted the following:

·       Timing is right for NMU and its customers for this transition to occur;

·       Clear that what NMU built has been very successful bringing high speed broadband to many rural U.P. communities;

·       Especially proud with how the EAN assisted the U.P. education network through the pandemic, which is closely related to NMU’s core mission as the comprehensive university for the U.P.;

·       Currently a host of private providers, including MBS, that have access to a lot more resources than NMU;

·       Customers will see improved connection speeds, more widely available service, and enhancements that NMU would almost certainly not be able to match;

·       Proud that NMU students and employees will continue to have the chance to receive free access after the transition, which was a critical point for NMU.

 

President Olsen then asked Executive Vice President Leach to provide additional details.

 

Mr. Leach said what is being presented to the Board for consideration is an agreement to sell the EAN, including NMU’s service and infrastructure, towers, and other assets to MBS for $21 million.  He noted the following:

·       Sale is subject to approval from the Federal Communications Commission (FCC) for transfer of the spectrum associated with the network;

·       Once all approvals are completed, it will secure ongoing free broadband for NMU students, faculty, and staff, as well as preserve serving the Upper Peninsula communities;

·       Transaction will strengthen NMU’s long-term financial position and allow investment in strategic priorities such as enrollment growth, student programming, and student success.

·       EAN customers will also benefit as MBS will invest in upgrading and expanding the network, which includes a plan to begin work immediately on upgrading from 4G to 5G;

·       Provided some background on the inception of the EAN at NMU, discussions/process of selling the asset, and noted the purchase price of $21 million includes:

o   $19 million for the EAN Network and Assets such as software and other components of the network itself, and

o   $2 million for the NMU-owned towers. 

·       During the transition period, which occurs after FCC approval, NMU will continue to run the network with MBS through a transition services agreement that will be  in place for at least one year;

·       NMU will benefit from this with free high quality broadband services for faculty, staff, and students; will have access to the network modernization that occurs; and continuing services for the U.P. communities, all of which are important to NMU.

·       Some of the components the funds received from this sale will contribute towards are:

o   Paying down the MEDC loan that was taken out at the start of the EAN, along with legal and brokerage fees that go along with the loan;

o   Recent buyout program;

o   NMU match dollars for the College of business building

·       Scholarship for each of the communities that helped support NMU when building this network and providing access to their towers and equipment.  NMU cares about the U.P. communities and this scholarship will help support those communities and their students long-term.

 

Mr. Leach said it takes a whole team to make this happen.  He specifically thanked the following team members who worked tirelessly throughout the process that made the network such a success:

·       Mr. Dave Maki who designed and developed all the network architecture to make it all work.  He did and incredible job on his own that would normally take many people at a company to accomplish;

·       Mr. Chris Lewis, who ran the sales and support once this system was built – putting together a sales and service program that ended up serving 7,500 community members, families throughout the U.P., as well as NMU’s faculty, staff, and students;

·       Mr. Eric Smith who was the community liaison – building partnerships for NMU to be able to provide access to their communities;

·       Mr. John Marra who runs the core pieces behind the network;

·       Mr. Matt Franti who assisted with the federal filing that had to occur with rip and replace, as well as through the sale;

·       Ms. Lauren Polick who is Mr. Lewis’s main employee in sales and service;

·       Mr. Don Salo – infrastructure;

·       Ms. Stephanie Penhale – infrastructure;

·       Approximately 30 students who work in the EAN area.

 

The following action was taken:

 

It was moved by Trustee LaPointe-Dunham and seconded by Trustee Toutant that the Proposed Resolutions previously distributed to the members of the Board of Trustees with respect to the University’s sale of its wireless fixed/mobile education broadband LTE network (EAN) to a wholly owned subsidiary of Michigan Broadband Services (MBS) be approved and adopted by the Board in their totality, as if such Proposed Resolutions were read into this motion word for word, and that a copy of the Proposed Resolutions be attached to the minutes of this meeting.  (Addendum #1)

 

Discussion followed:

 

Chair Holmquist said she agreed with the comments provide by President Olsen and Executive Vice President Leach.  She appreciates the staff and leadership, especially Mr. Leach, stating he and his team were instrumental in setting this network up.  It filled a gap and a need in our communities.  Chair Holmquist further stated her belief the sale will ensure the sustainability of continued access for people across the U.P.

 

Being no further discussion, Chair Holmquist called the question.

 

On a roll-call vote, the Board voted as follows:

 

Aye

Nay

Venus J. Brown

 

Lisa I. Fittante

 

Melissa A. Holmquist

 

Brigitte R. LaPointe-Dunham

 

Steven W. Lindberg

 

Gregory J. Seppanen

 

Greg M. Toutant

 

Stephen E. Young

 

 

 

ADJOURNMENT

Chair Holmquist noted there was no other business and adjourned the meeting at 9:45 a.m.

                                                                                                                     

Respectfully submitted,

 

/signed/Cathy A. Andrew

Secretary of the Board of Trustees

 

 

PROPOSED RESOLUTIONS OF THE BOARD OF TRUSTESS OF

NORTHERN MICHIGAN UNIVERSITY

 

(the “University”)

 

Sale of the University’s EAN Network

 

            WHEREAS, there has been presented to The Board of Trustees of Northern Michigan University (the “Board”) a proposal for the University to sell and transfer to Upper Peninsula Telephone Company, a corporation duly organized and existing under the laws of the State of Michigan  and a wholly owned subsidiary of Michigan Broadband Services (“Michigan Broadband”) the assets associated with the University’s  wireless fixed/mobile educational broadband LTE Network (the “EAN”) pursuant to an Asset Purchase Agreement (the “APA”) currently under negotiation and contemplated to be entered into by and between the University and Michigan Broadband; and

 

            WHEREAS, there has been presented to, and reviewed by, the Board an as yet undated and unexecuted draft of the APA proposed to be entered into and providing the terms and conditions upon which the University would sell and transfer to Michigan Broadband the assets associated with the EAN in exchange for (a) a closing cash payment of Twenty One Million Dollars ($21,000,000) and (b) such other amounts as may ultimately be determined to be payable by Michigan Broadband to the University pursuant to the terms and subject to the conditions set forth in the APA and the Transition Services Agreement contemplated thereby; and

 

            WHEREAS, there has also been presented to, and reviewed by, the Board undated and unexecuted drafts of each of the other agreements and instruments listed as Exhibits to the APA (together with the APA and the Disclosure Schedules annexed thereto and forming a part thereof, the “Signing Documents”); and

 

            WHEREAS, the transactions contemplated by the APA, the other Signing Documents, and the Transaction Document (as hereinafter defined) are referred to herein as the “Transactions;” and

 

            WHEREAS, the members of the Board of Directors have had the opportunity to discuss and ask questions, and have discussed and asked questions, of management of the University regarding the Transactions, the Signing Documents, and the other Transaction Documents and to receive, and have received, such other information and materials from management of and counsel to the University as such members of the Board have deemed necessary or advisable to consider the approval of the Transactions, the APA, the other Transaction Documents and the other actions and transactions contemplated by these resolutions; and

 

            WHEREAS, the Board deems it advisable, desirable, and in the best interest of the University to authorize and approve the entry by the University into the APA and the other Transaction Documents and approve the Transaction, the Signing Documents and the other Transaction Documents, and each of them, and the documents and instruments contemplated to be entered into in connection therewith, and each of them, and any and all documents, agreements or instruments deemed necessary or advisable in connection with the APA or the Transactions (collectively, the “Transaction Documents”).

 

            NOW, THEREFORE BE IT RESOLVED, that the Board does hereby authorize and approve the Transaction upon the terms and conditions set forth in the APA and the other Transaction Documents, and does hereby authorize and approve the consummation by the University of all other transactions contemplated in the APA and the other Transaction Documents and the performance by the University of its covenants and obligations thereunder as ultimately negotiated between the parties and further authorizes, approves and adopts the Transaction Documents, and each of them, in their respective forms presented to the Board of Directors together with such changes therein as may be approved by the Gavin Leach or any member of the Board (each an “Authorized Officer” and, collectively, the “Authorized Officers”), in their absolute discretion, such approval to be conclusively evidenced by the execution of the APA or such Transaction Documents by an Authorized Officer (“Approved Changes”); and be it

 

RESOLVED FURTHER, that the Authorized Officers be, and each of them acting individually hereby is, authorized, empowered and directed to negotiate, prepare, execute and deliver, or cause to be negotiated, prepared, executed and delivered, the APA and each of the other Transaction Documents together with Approved Changes; and be it

 

RESOLVED FURTHER, that the Authorized Officers and the other officers of the University be, and each of them acting individually hereby is, authorized, empowered and directed to negotiate, make, execute and deliver and/or to accept and receive, in the name and on behalf of the University and under its corporate seal or otherwise, any and all agreements, amendments, notifications and reports, filings, applications, instruments, assumptions, undertakings, releases, waivers, certificates, receipts, closing documents, notices, contracts, papers and other documents and further assurances, and to do and perform, or to refrain from doing and performing, any and all acts and things of every conceivable kind and character whatsoever, which in the sole, absolute and uncontrolled discretion of any of such Authorized Officers, or any one of them acting individually, and the other officers of the University shall be or become necessary, proper, convenient, desirable or advisable to carry out, put into effect and/or make operative the APA, the Transactions and the Transaction Documents, and any and all other matters and things hereinbefore in these resolutions authorized, permitted or directed to be done; and be it

 

RESOLVED FURTHER, that the Authorized Officers and the other officers of the University be, and each of them acting individually hereby is, authorized, empowered and directed, in the name and on behalf of the University, to pay all necessary and reasonable fees incurred by the University in connection with the transactions contemplated by the APA, the Transactions and the Transaction Documents, including, without limitation, printing expenses, governmental filing and review fees (including any such fees required in connection with any and all filings with, notices to or reviews by the Federal Communications Commission), fees and expenses of the University’s legal counsel and financial advisors, and to make all payments as they, or any of them acting individually, shall determine to be necessary, appropriate or advisable, such payment to be conclusive evidence of their determination; and be

 

RESOLVED FURTHER, that the Authorized Officers and each of the other officers of the University be, and each of them acting individually hereby is, authorized, empowered and directed to take or cause to be taken any and all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, documents, certificates and undertakings, in the name and on behalf of the University, as such officer shall determine to be necessary, appropriate or desirable to carry into effect the transactions contemplated by the APA, the Transactions and the Transaction Documents and the intent and purpose of any and all of the foregoing resolutions; and be it

 

RESOLVED FURTHER, that the Authorized Officers and each of the other officers of the University be, and each of them acting individually hereby is, authorized, empowered and directed to prepare, execute, file and deliver, or cause to be prepared, executed and delivered, all such reports, schedules, applications, statements, consents, documents and information with respect to the transactions contemplated by these resolutions, the APA, and the Transaction Documents, and to take all such other actions that such officer deems necessary, appropriate, advisable or desirable in order to comply with the applicable laws of any jurisdiction (domestic or foreign) or otherwise to permit the Transactions to be lawfully made; and be it

 

RESOLVED FURTHER, that the Authorized Officers and each of the other officers of the University be, and of them acting individually hereby is, authorized, empowered and directed to take or cause to be taken any and all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, documents, certificates and undertakings in the name and on behalf of the University, as such Authorized Officer or other officer or director of the University shall determine to be necessary, advisable, desirable or appropriate to carry into effect the transactions as contemplated by, and the intent and purpose of, any and all of the foregoing resolutions; and be it

 

RESOLVED FURTHER, and all actions previously taken by any officer, director or agent of the University in connection with the APA, the Transactions and the Transaction Documents, or any of them,  and all other transactions contemplated by any of the same or any of the foregoing resolutions are hereby adopted, ratified, confirmed and approved in all respects as the acts and deeds of the University as fully as if such actions had been presented to this Board for its approval prior to such actions being taken.