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Back to Board of Trustees
BOARD OF TRUSTEES REGULAR MEETING
Saturday, February 18, 2006
MINUTES
The Lincoln University Board of Trustees met on Saturday, February 18, 2006,
in Vail Hall. Chairman Calvin S. Morris called the meeting to order
at 10:00 a.m. Eastern. Trustee Bishop David G. Evans gave the opening
prayer. Secretary Lloyd called roll.
Trustees present: Dr. Robert L. Albright, Mr. Robert L. Archie,
Howard H. Brown Esq., Mr. Warren R. Colbert, Ms. Andrea L. Custis, Bishop
David G. Evans, Hon. Levan Gordon, Dr. Don N. Harris, Mr. Tracey J. Hunter
Hayes, Mr. William B. Ingram, Dr. David E. Knox, Dr. Ernest C. Levister,
Ms. Kimberly A. Lloyd, Mr. Gregory C. Miller, Dr. Calvin S. Morris, Dr. Donald
L. Mullett, Mr. Robert F. Powelson; Ex-officio Trustee Dr. Ivory V.
Nelson; Student Trustee Ms. Erica Campbell. Quorum of 12 satisfied.
Emeritus Trustees Dr. Walter D. Chambers, Dr. Frank T. Coleman, Mr. Theodore
Robb, Mr. William A. Robinson; Faculty Representative Dr. Susan E. Safford.
Trustees excused: Dr. William E. Bennett, Mr. Dwight S. Taylor,
Hon. W. Curtis Thomas, Nathan H. Waters Esq.; Ex-officio Trustee Dr. James
Gearity for Secretary of Education Hon. Gerald L. Zahorchak.
Trustees absent: Mr. Kent Amos, Ms. Carol Ann Campbell, Richard
H. Glanton Esq., Hon. Dominic F. Pileggi, Hon. Sherman F. Wooden, Mrs. Phyllis
G. Woolley-Roy; Emeritus Trustee Dr. Kenneth M. Sadler.
MINUTES
Secretary Lloyd offered the November 19, 2005 Board of Trustees meeting minutes
for Board approval.
The motion was properly moved and seconded.
Favor: 19
Oppose:
Abstain:
Motion carried.
CHAIRMAN’S REPORT
Chairman Morris commended Board committee chairs and committee members for
their diligent work on behalf of the University.
The Chairman’s oral report was accepted as information.
PRESIDENT’S REPORT
Dr. Nelson offered the following resolutions for Board approval:
RECOGNITION OF LINCOLN UNIVERSITY STUDENT
RES222_021806
RUTH N.L. ANTOINE
WHEREAS, Miss Ruth N.L. Antoine (Brooklyn, NY), an Accounting Major at Lincoln
University, graduated December 2005 with a 4.02 GPA, and
WHEREAS, Miss Antoine’s accomplishments in the classroom have been recognized
in the form of the Lincoln University Presidential Award and the Lincoln
University International Scholar Scholarship, and
WHEREAS, Miss Antoine is a member of the Dean’s List and Honor Society and
a member of the Sigma Beta Delta Honor Society, and
WHEREAS, Based upon her achievements in the classroom and inherent skills,
Miss Antoine has been extended and accepted a job offer from the accounting
firm of KPMG, therefore be it
RESOLVED, That the Lincoln University Board of Trustees recognizes the outstanding
efforts and accomplishments of Miss Ruth N.L. Antoine, whose achievements
continue to promote and advance the Lincoln University Legacy of Excellence.
The motion was properly moved and seconded.
Favor: 19
Oppose:
Abstain:
Motion carried.
RECOGNITION OF LINCOLN UNIVERSITY STUDENT
RES223_021806
TYASINE R. DUCKETT
WHEREAS, Mr. Tyasine R. Duckett (Philadelphia, PA) is an Accounting Major
at Lincoln University who has achieved a GPA of 3.245, and
WHEREAS, Mr. Duckett’s accomplishments in the classroom have been recognized
in the form of four Merit Scholarships and awards and the Alumni Endowed
Scholarship, and
WHEREAS, Mr. Duckett is a member of the National Dean’s List, and
WHEREAS, Mr. Duckett has been honored by inclusion in “Who’s Who Among American
College Students,” and
WHEREAS, Based upon his achievements in the classroom and inherent skills,
Mr. Duckett has been extended a job offer from the accounting firm of Deloitte
& Touche, therefore be it
RESOLVED, That the Lincoln University Board of Trustees recognizes the outstanding
efforts and accomplishments of Mr. Tyasine R. Duckett, whose achievements
continue to promote and advance the Lincoln University Legacy of Excellence.
The motion was properly moved and seconded.
Favor: 19
Oppose:
Abstain:
Motion carried.
The President’s Report was accepted as information.
Trustee Powelson congratulated President Nelson on being selected Chair of
the NCAA Division III Presidents Council.
TREASURER’S REPORT
The Treasurer’s Report was accepted as information.
STANDING COMMITTEE REPORTS
The Business Affairs, Executive, Information Technology and the Library Committee
reports provided in the Board Book were accepted as information.
TRUSTEES, DEGREES AND NOMINATIONS COMMITTEE
Mr. Gregory C. Miller, Chair, Trustees, Degrees and Nominations Committee,
offered the following resolutions for Board approval:
UNIVERSITY TRUSTEE APPOINTMENT
RES224_021806
WHEREAS, Article VI, Section 11, of the Lincoln University By-Laws (revised
July 1, 2005) sets forth the functions of the Committee on Trustees, Degrees
and Nominations; and
WHEREAS, The Committee on Trustees, Degrees, and Nominations has made its
recommendation for the appointment of one (1) University Trustee to serve
in accordance with Article II, Section 2(D) of the University By-Laws; now
therefore be it
RESOLVED, That the Lincoln University Board of Trustees hereby approves the
recommendation of the Committee on Trustees, Degrees and Nominations for
the appointment of The Reverend Charles A. Coverdale, ’65 as University Trustee
to serve in accordance with Article II, Section 2(D) of the University By-Laws.
The motion was properly moved and seconded.
Favor: 19
Oppose:
Abstain:
Motion carried.
2006 HONORARY DEGREE RECIPIENTS
RES225_021806
WHEREAS, Article VI, Section 11, of the Lincoln University By-laws (revised
November 20, 1999) sets forth the functions of the Committee on Trustees,
Degrees, and Nominations; and
WHEREAS, After Faculty input as required by the University By-laws, the Committee
on Trustees, Degrees, and Nominations has made its recommendation for the
award of honorary degrees to be awarded at the May 2006 Commencement exercises;
now therefore be it
RESOLVED, That the Board of Trustees hereby approves the recommendation of
the Committee on Trustees, Degrees, and Nominations for the award of Doctor
of Laws, honoris causa, to The Honorable Dwight Evans; and further
RESOLVED, That the Board of Trustees hereby approves the recommendation of
the Committee on Trustees, Degrees, and Nominations for the award of Doctor
of Science, honoris causa, to Dr. Edward L. Lee, ‘60; and further
RESOLVED, That the Board of Trustees hereby approves the recommendation of
the Committee on Trustees, Degrees, and Nominations for the award of Doctor
of Science, honoris causa, to Dr. Peter Otunuya Chinwe Odili; and further
RESOLVED, That the Board of Trustees hereby approves the recommendation of
the Committee on Trustees, Degrees, and Nominations for the award of Doctor
of Humanities, honoris causa, to Mr. Theodore R. Robb; and further
RESOLVED, That the Board of Trustees hereby approves the recommendation of
the Committee on Trustees, Degrees, and Nominations for the award of Doctor
of Laws, honoris causa, to The Honorable Marian B. Tasco; and further
RESOLVED, That should one of the five approved candidates be unavailable,
Dr. James P. Comer shall be the alternate.
The motion was properly moved and seconded.
Favor: 19
Oppose:
Abstain:
Motion carried.
Emeritus Trustee Robb thanked the Board for the honor.
AD HOC BY-LAWS COMMITTEE
Dr. Donald L. Mullett, Chair, Ad Hoc By-Laws Committee, offered the following
resolution for Board approval:
AMENDMENT TO THE BY-LAWS OF LINCOLN
RES226_021806
UNIVERSITY: ATTENDANCE AT MEETINGS
WHEREAS, The By-Laws of Lincoln University of the Commonwealth System of
Higher Education, adopted by the Board of Trustees on November 20, 1999 (amended
July 1, 2005), is the official document governing the policy directives and
the management of the University; and
WHEREAS, Article III, Section 9 states that, “It shall be the duty of each
Trustee to attend all meetings of the Board of Trustees unless excused by
the Chair of the Board, and in the event that any Trustee shall be absent
from three consecutive regular meetings with or without being excused by
the Chair of the Board, then the Board may declare a vacancy among the same
class of Trustee, which shall be filled in the manner prescribed for the
filling of vacancies occurring from death, resignation or other cause.
With regard to Commonwealth Trustees, the appropriate appointing authority
shall be so informed.
While it is the duty of each Trustee to attend the regularly scheduled Board
meetings, the Board of Trustees shall allow a one-time telephonic participation
by a member of the Board during the fiscal year as a non-voting member, not
to be included in the quorum count.” And
WHEREAS, There is a desire to clarify the attendance requirement of Trustees
as specified in Article III, Section 9 of the By-Laws; therefore be it
RESOLVED, That Article III, Section 9 of the By-Laws shall be amended as
follows:
It shall be the duty of each voting Trustee to attend all meetings of the
Board of Trustees unless excused by the Chair of the Board, and in the event
that any voting Trustee shall be absent from three consecutive regular meetings
with or without being excused by the Chair of the Board, then the Board may
declare a vacancy among the same class of voting Trustee, which shall be
filled in the manner prescribed for the filling of vacancies occurring from
death, resignation or other cause. With regards to Commonwealth Trustees,
the appropriate appointing authority shall be so informed.
While it is the duty of each voting Trustee to attend the regularly scheduled
Board meetings, the Board of Trustees shall allow a one-time telephonic participation
by a member of the Board during the fiscal year as a non-voting member, not
to be included in the quorum count.
The motion was properly moved and seconded.
Favor: 17
Oppose:
Abstain: 2 (Brown, Levister)
Motion carried.
Dr. Mullett proposed a draft resolution to amend Article III, § 1, 2
and 3 of the Lincoln University By-Laws: Meetings of the Board, to be voted
upon at the April meeting of the Board.
AUDIT COMMITTEE
Mr. Robert L. Archie, Chair, Audit Committee, offered the following resolution
for Board approval:
INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM
RES227_021806
RESOLVED, That the Board of Trustees of Lincoln University hereby appoints
the independent certified public accounting firm of Thompson, Cobb, Bazilio
& Associates, PC to perform the examination of, and render an opinion
on, the June 30, 2006 and 2005 financial statements of Lincoln University.
The motion was properly moved and seconded.
Favor: 18
Oppose:
Abstain: 1 (Nelson)
Motion carried.
BUILDINGS AND PROPERTY COMMITTEE
In the absence of Mr. Dwight S. Taylor, Chair, Buildings and Property Committee,
Mr. Gregory C. Miller offered the following resolution for Board approval:
MASTER LEASE TO RENOVATE THE
RES228_021806
LINCOLN UNIVERSITY GRADUATE AND
CONTINUING EDUCATION CENTER
3020 MARKET STEEET, PHILADELPHIA, PA
WHEREAS, Lincoln University of the Commonwealth System of Higher Education
(“University”) is a not-for-profit corporation organized under the Lincoln
University Commonwealth Act 2510-4016 (“Act”) of the Commonwealth of Pennsylvania
(“Commonwealth”); and
WHEREAS, The University (and its predecessor, Ashmun Institute) were organized
exclusively for certain educational purposes; and
WHEREAS, Lincoln University’s mission statement declares that the University
will provide a quality education for its undergraduate and graduate students
on its main campus and Urban Center in Philadelphia, Pennsylvania; and
WHEREAS, Strategic Plan Goal 5, states: “The University will continue to
serve its traditional base of students, but will develop innovative educational
programs and services in the Philadelphia area to meet the needs of nontraditional
students;” and
WHEREAS, In furtherance of its educational purposes, the University has determined
to undertake a project to Master Lease its Graduate and Continuing Education
Center located at 3020 Market Street in Philadelphia, Pennsylvania (“Center”);
and
WHEREAS, The firm entering into the Master Lease with the University will
provide the necessary capital to renovate the Center; and
WHEREAS, Under the terms of a Master Lease, the Center will be prominently
featured as Lincoln University property and the University will occupy sufficient
space in the Center to conduct its graduate and continuing education programs;
and
WHEREAS, In 2005 the University began the planning process for the Master
Lease of the Center by issuing a Request for Information (RFI #5122) to determine
the interest for master leasing the Center; and
WHEREAS, Five firms provided written responses to RFI #5122 indicating their
interest in providing the capital to renovate the Center and enter into a
Master Lease Agreement to manage the facility over a period of time; and
WHEREAS, The University issued a Request for Proposal (RFP #P5148) to select
a firm to revitalize the Center; and
WHEREAS, Three of the five firms who responded to RFI #5122 responded to
RFP #P5148 and provided their financial commitment, plans, timetable and
expertise to the University’s interest in master leasing the Center; and
WHEREAS, The three firms made final presentations of their financial commitment,
plans, timetable and expertise to a University committee consisting of the
Vice President for Development and External Relations, Vice President for
Student Affairs and Enrollment Management, Internal Auditor, Vice President
for Fiscal Affairs, Chair of the Department of Economics and Business, Director
of Institutional Research, Director of Physical Plant, Purchasing Agent and
the President; and
WHEREAS, The University committee has met and recommended to the President
the firm that best fits the mission, goals and objectives of the University
and provides the necessary capital and management expertise to enter into
the Master Lease for the revitalization of the Center; and
WHEREAS, The University desires to authorize and approve the Master Lease
and to authorize certain officers of the Board and certain employees of the
University certain actions in connection therewith; therefore be it
RESOLVED, That
SECTION 1. Authorized Officers
For the purpose of this resolution, the President and the Vice President
for Fiscal Affairs of the University shall constitute an “Authorized Officer.”
All authorizations and directions to any Authorized Officer herein shall
be joint and several.
SECTION 2. Approval of the Master Lease and Procurement of the Firm
The Board hereby authorizes and approves the Master Lease and the procurement
of the firm and authorizes and directs any Authorized Officer to undertake
all actions necessary and appropriate in connection with the Master Lease
and the procurement. Any Authorized Officer is hereby authorized and
directed to negotiate any and all contracts, agreements and purchase orders
necessary or desirable in connection with the Master Lease and the procurement
(collectively, the “Contracts”) and to execute and deliver said contracts
in the form approved by such Authorized Officer in consultation with University
Counsel.
SECTION 3. Other Actions
In addition to the actions specifically authorized or required by this resolution,
any Authorized Officer is hereby authorized and directed to take any action
deemed necessary or appropriate to affect the Master Lease and the procurement
and any other matters contemplated hereby or any other matters deemed to
be necessary or appropriate to affect the purposes of this resolution.
SECTION 4. Ratification of Prior Actions
Except as provided herein, all actions taken by any member of the Board or
any employee of the University in connection with the Master Lease or procurement
is hereby ratified and confirmed.
SECTION 5. Inconsistent Resolutions Rescinded
All prior resolutions and parts thereof, to the extent inconsistent herewith,
are hereby rescinded and repealed.
SECTION 6. Effective Date of This Resolution
This resolution shall be effective immediately upon the adoption thereof.
The Undersigned Secretary of the Board of Trustees of Lincoln University
hereby certifies that the foregoing is a true and correct copy of the resolution
adopted by the Board at a meeting thereof held on February 18, 2006, which
was duly called in accordance with the By-Laws of Lincoln University and
at which meeting a quorum was present at all times.
___________________________________
Date
___________________________________
Secretary
The motion was properly moved and seconded.
Favor: 18
Oppose:
Abstain: 1 (Powelson*)
*Mr. Powelson voted in opposition of the motion and later changed his vote
to an abstention.
Motion carried.
INVESTMENT COMMITTEE
Ms. Kimberly A. Lloyd, Chair, Investment Committee, offered the following
resolution for Board approval:
ENDOWMENT FUND SPENDING AUTHORIZATION
RES229_021806
JUNE 30, 2006
WHEREAS, The Board of Trustees of Lincoln University has elected to be governed
by the provisions of Section 5548(c) of the Pennsylvania Non-profit Corporation
Law of 1998, as amended, with respect to the endowment funds held by the
University; and
WHEREAS, The provisions of Section 5548(c)(3) provide that if an election
is made to be governed by that subsection, the term “income”, for the purposes
of the endowment funds, shall mean a percentage of the value of endowment
fund assets as the Board shall select annually, after determining that the
percentage selected is consistent with the long-term preservation of the
real value of the assets; provided, however, that the percentage selected
shall in no event be less than 2% or more than 7% per year; now therefore,
it is hereby
RESOLVED, That pursuant to Section 5548(c) (3) of the Pennsylvania Non-profit
Corporation Law of 1998, as amended, and for the fiscal year ending June
30, 2006 the Board of Trustees hereby determines that endowment fund income
shall be three and one half percent (3.5%) of the value of the endowment
fund assets, to be determined in accordance with the provisions of Section
5548 (c) (5), using the value of endowment fund assets on December 31, 2005
and averaged over a period of three (3) preceding years; provided however
that if any assets have been held for less than three (3) years, the average
shall be determined over the period during which the assets have been held;
and be it further
RESOLVED, That the Board of Trustees hereby determines that the Board’s decision
to treat three and one half percent (3.5%) of the value of the endowment
fund assets held by the University as income is consistent with the long-term
preservation of the real value of such assets; and further
RESOLVED, That this Resolution shall be maintained as part of the permanent
records of the University.
STANDING COMMITTEE – DISCUSSION
PLANNING AND DEVELOPMENT COMMITTEE
Mr. Warren R. Colbert, Sr., Chair, Planning and Development Committee provided
an oral report on Trustee giving and development activities.
Mr. Colbert acknowledged a generous pledge of support by Trustee Evans.
CONSENT AGENDA
EDUCATIONAL POLICY AND ACADEMIC AFFAIRS COMMITTEE
Dr. Nelson reported that, at the February 9, 2006 faculty meeting, the faculty
voted to discontinue discussion as a faculty on post tenure review since
it is considered a collective bargaining issue.
STUDENT AFFAIRS COMMITTEE
Prior to the Board meeting, the Student Affairs Committee held an information
session on student life enhancements/athletic programs. Mr. Tracey
J. Hunter Hayes, Chair, Student Affairs Committee, proposed a draft resolution
on athletic upgrades that will be voted upon at the April meeting of the
Board. Dr. Nelson encouraged Trustees to contact him regarding any
questions or concerns that they might have on this issue.
EXECUTIVE SESSION
Chairman Morris convened an executive session. The open Board meeting
resumed after thirty minutes.
There being no further business, Chairman Morris adjourned the meeting at
12:25 p.m.