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LINCOLN UNIVERSITY
BOARD OF TRUSTEES MEETING
Saturday, February 21, 2004
MINUTES
The Lincoln University Board of Trustees met on Saturday, February 21, 2004, in Vail Hall. Chairman Frank C. Gihan called the meeting to order at 10:00 a.m. Vice Chairman Dr. Calvin S. Morris gave the opening prayer. Secretary Powelson called roll:
Trustees present: Dr. Robert L. Albright, Mr. Kent Amos, Mr. Robert L. Archie, Dr. Leonard L. Bethel, Mr. Warren R. Colbert, Mr. Frank C. Gihan, Hon. Levan Gordon, Dr. David E. Knox, Dr. Ernest C. Levister, Mr. Gregory C. Miller, Dr. Calvin S. Morris, Hon. Dominic F. Pileggi, Mr. Robert F. Powelson, Mr. Donn G. Scott, Mr. Dwight S. Taylor, Mr. David E. Warr, Hon. Sherman F. Wooden; Ex-officio Trustees Dr. William V. Larkin for Secretary of Education Vicki L. Phillips, Dr. Ivory V. Nelson; Student Trustee Mr. Nosakhere A. Griffin-El. Quorum of 12 satisfied. Faculty Representative Dr. Lennell R. Dade; Emeritus Trustees Mr. Walter D. Chambers, Dr. Frank T. Coleman, Rev. Leroy Patrick, Mr. Theodore Robb.
Trustees excused: Dr. William E. Bennett, Mr. Barry Cooper, Mr. Tracey J. Hunter Hayes, Mr. William B. Ingram, Dr. Donald L. Mullett, Mr. Nathan H. Waters; Ex-officio Trustee Mr. André V. Duggin for Governor Edward G. Rendell; Emeritus Trustee Mr. William A. Robinson, Dr. Kenneth M. Sadler.
Trustees absent: Christopher R. Booth Esq., Ms. Carol Ann Campbell, Ms. Andrea L. Custis, Bishop David G. Evans, Hon. W. Curtis Thomas, Hon. LeAnna M. Washington, Mrs. Phyllis G. Woolley-Roy; Emeritus Trustee Dr. James A. Parker.
MINUTES
Secretary Powelson offered the November 15, 2003 Board of Trustees
meeting minutes for Board approval. Motion made by Dr. Levister;
seconded by Mr. Taylor.
Favor: 20
Oppose:
Abstain:
Motion carried unanimously.
Secretary Powelson offered the December 15, 2003 Special Board of Trustees meeting minutes for Board approval. Motion made by Dr. Levister; seconded by Dr. Morris.
Favor: 19
Oppose:
Abstain: 1
Motion carried.
CHAIRMAN'S REPORT
The Chairman's Report was accepted as information.
PRESIDENT'S REPORT
The President's Report was accepted as information.
TREASURER'S REPORT
The Treasurer's Report was accepted as information.
STANDING COMMITTEE REPORTS
The Executive, Buildings & Property, Business Affairs, Information
Technology & the Library, Sesquicentennial, Student Affairs, and Trustees,
Degrees & Nominations Committee reports were accepted as information.
AUDIT COMMITTEE
Prior to the Board meeting, representatives from Thompson, Cobb, Bazilio
& Associates provided an information session on the University's financial
position.
Dr. Ernest C. Levister, Chair, Audit Committee, offered the following resolutions for Board approval:
FINANCIAL STATEMENTS
RES159_022104
FOR THE PERIOD ENDED JUNE 30, 2003 AND 2002
RESOLVED, That the Lincoln University Board of Trustees accepts the Audits of Financial Statements and Federal Award Programs (with Independent Auditor's Reports) for the years ended June 30, 2003 and 2002 presented and reviewed by Thompson, Cobb, Bazilio and Associates, PC and the University's Administration at a meeting of the Audit Committee on January 28, 2004 and February 18, 2004. The June 30, 2003 and 2002 financial statements include an unqualified opinion by Thompson, Cobb, Bazilio and Associates, PC.
Motion made by Mr. Colbert; seconded by Dr. Albright.
Favor: 20
Oppose:
Abstain:
Motion carried unanimously.
INDEPENDENT CERTIFIED
RES160_022104
PUBLIC ACCOUNTING FIRM
RESOLVED, That the Lincoln University Board of Trustees hereby appoints the independent certified public accounting firm of Thompson, Cobb, Bazilio and Associates, PC to perform the examinations of, and render an opinion on, the June 30, 2004 financial statements of Lincoln University.
Motion made by Mr. Archie; seconded by Dr. Albright.
Favor: 20
Oppose:
Abstain:
Motion carried unanimously.
EDUCATIONAL POLICY AND ACADEMIC AFFAIRS COMMITTEE
Dr. Robert L. Albright, Chair, Educational Policy and Academic Affairs
Committee, offered the following resolutions for Board approval:
Dr. Albright accepted Mr. Warr's amendment to delete the second Resolved paragraph from draft resolution: Limitation on Number of Courses Not Completed Prior to Participation in Graduation and add the paragraph to draft resolution: Payment of All Fees Prior to Participation in Graduation. The following resolutions were voted upon:
LIMITATION ON NUMBER OF COURSES
RES161_022104
NOT COMPLETED PRIOR TO
PARTICIPATION IN GRADUATION
WHEREAS, Participation in graduation represents the completion of the prescribed academic curriculum of the declared major(s) or minor(s); and
WHEREAS, The prescribed curriculum for each major and minor is fully outlined and identified in the University’s On-Line Catalog; and
WHEREAS, Each semester, each student participates in an enrollment process to select the prescribed courses for the intended major(s) or minor(s); and
WHEREAS, Each student is enrolled in a particular program residing in a specific department in one of the schools providing advisement in the enrollment process each semester; now, therefore be it
RESOLVED, That students desirous of participating in graduation exercises of the University may participate in the graduation exercise needing the completion of one (1) course to graduate from Lincoln University; and further
RESOLVED, That this Resolution will be effective and implemented for the May 2005 graduation exercise; and further
RESOLVED, That this Resolution will no longer be in effect for the May 2006 graduating class, when all course requirements must be completed for participation in the graduation exercise.
Motion made by Mr. Colbert; seconded by Mr. Archie.
Favor: 15
Oppose: 2
Abstain: 3
Motion carried.
PAYMENT OF ALL FEES PRIOR TO
RES162_022104
PARTICIPATION IN GRADUATION
WHEREAS, Lincoln University’s graduation exercise is an expression of completing an undergraduate or graduate degree; and
WHEREAS, Participation in the graduation exercise demonstrates completion of a specific curriculum of study to satisfy the declared major(s) and minor(s); and
WHEREAS, The completion of the specific curriculum for the declared major(s) or minor(s) indicates that the appropriate tuition, fees and other financial incidentals have been paid Lincoln University during the matriculation for the degree; now, therefore be it
RESOLVED, That students participating in the graduation exercise having one course left to complete, must have met all financial obligations to the University prior to participation in the graduation exercise; and further
RESOLVED, That all students must pay Lincoln University all financial obligations prior to participation in any graduation exercise of Lincoln University; and further
RESOLVED, That the University will continue its policy of withholding release of any transcript or letter indicating that the student is a former or current student at Lincoln University until all financial obligations are met; and further
RESOLVED, That this Resolution shall be effective and implemented for the May 2005 graduation.
Motion made by Mr. Colbert; seconded by Dr. Levister.
Favor: 18
Oppose: 1
Abstain: 1
Motion carried.
INVESTMENT COMMITTEE
Prior to the Board meeting, representatives from the Commonfund provided
an information session on the performance of the University's investments.
Mr. Gregory C. Miller, Chair, Investment Committee, offered the following resolution for Board approval:
ENDOWMENT FUND SPENDING AUTHORIZATION
RES163_022104
JUNE 30, 2004
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, 2003 the Board of Trustees hereby determines that endowment fund income shall be four and one half percent (4.5%) 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, 2003 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 four and one half percent (4.5%) 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.
Motion made by Dr. Albright; seconded by Dr. Morris.
Favor: 19
Oppose:
Abstain:
Motion carried.
PLANNING AND DEVELOPMENT COMMITTEE
Mr. Warren R. Colbert, Chair, Planning and Development Committee, offered
the following resolution for Board approval:
ESTABLISHING THE MINIMUM ENDOWMENT LEVEL RES164_022104
WHEREAS, Lincoln University is a premier Historically Black University in the United States of America which provides a quality academic experience as determined by the success of our alumni body, which includes professionals and entrepreneurs, doctors, attorneys, and high level executives; and
WHEREAS, Lincoln University wishes to continue to produce students who are strongly prepared to embrace professional careers, pursue higher education or embark upon entrepreneurship efforts without regard to their financial status while students; and
WHEREAS, Current students demonstrate a strong need for financial support; and
WHEREAS, Lincoln University maintains endowed scholarship funds to support such needs and the minimum amount for such endowments has not been adjusted in more than 30 years; and
WHEREAS, The current economic conditions render it feasibly ineffective to administer and provide an adequate scholarship program at the current level; and
WHEREAS, Other Historically Black Colleges and Universities have set the minimum to endow a scholarship as follows:
Hampton University $50,000
North Carolina Central University $50,000
Morehouse College $25,000
Spelman University $25,000
Tuskegee University $25,000
Xavier (LA) $25,000; therefore be it
RESOLVED, That Lincoln University shall raise the minimum endowment level to $25,000 that can be paid in either a single contribution or in multiple installments; and further
RESOLVED, That all existing endowed scholarships which have reached the previously determined $5,000 minimum prior to this resolution shall be maintained.
Motion made by Mr. Colbert; seconded by Dr. Morris.
Favor: 18
Oppose: 1
Abstain: 1
Motion carried.
AD HOC BY-LAWS COMMITTEE
Dr. Robert L. Albright, Chair, Ad Hoc By-Laws Committee presented, and Mr. Miller read, the following draft resolution for adoption consideration at the April 2004 Annual Board meeting.
AMENDMENT TO THE BY-LAWS OF LINCOLN UNIVERSITY
WHEREAS, The By-Laws of Lincoln University of the Commonwealth System of Higher Education, adopted by the Board of Trustees on November 20, 1999, is the official document governing the policy directives and the management of the University; and
WHEREAS, The By-Laws are silent with respect to the official tenure of the Chair, Vice Chair, and Secretary of the Board; and
WHEREAS, Under Article III, Section 2 states that, "The regular meeting of the Board of Trustees in addition to the annual meeting (April) shall be held on the third Saturday in September, November, and February at such time and place as shall be designated from time to time by standing resolutions of the Board," without exception; and
WHEREAS, Under 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," without exception; and
WHEREAS, The By-Laws are silent with respect to the duties of the Vice Chair; and
WHEREAS, Under Article IV, Section 3, the By-Laws are silent with respect to who names the Treasurer; now, therefore be it
RESOLVED, That the Chair, Vice Chair and Secretary of the Lincoln University Board of Trustees shall serve a two-year term, beginning July 1 and ending June 30, and may be re-electedappointed; and further
RESOLVED, That in no case will the Chair, Vice Chair, or Secretary consecutively serve more than four years; and further
RESOLVED, That to avoid conflicts such as a holiday and unforeseen circumstances (Acts of God) of the regularly scheduled meetings of the Board, the Chair shall have the authority to adjust the meeting date with the appropriate notice requirements as prescribed in the By-Laws; and further
RESOLVED, That while it is the duty of each Trustee to attend the regularly scheduled meetings, the Board of Trustees shall allow a one-time telephonic participation by a member of the Board during any fiscal year; and further
RESOLVED, That a section in the By-Laws will reflect that, for any circumstance requiring a vote on any personnel matters relating to the President of the University or Board Officers, telephonic participation will not be permitted; and further
RESOLVED, That the Board of Trustees recommends the following duties for the Vice Chair of the Board: The Vice Chair shall be an Ex-officio member of all committees of the Board of Trustees as directed by the Chair. In the absence of the Chair, the Vice Chair shall preside over all meetings of the Board and shall discharge the duties pertaining to that office; and further
RESOLVED, That the President shall name the Chief Fiscal Officer as
Treasurer with the approval of the Lincoln University Board of Trustees.
__________
The effective date of this Resolution will be July 1, 2005.
Corrections made by the Board to the draft resolution are noted above.
EXECUTIVE SESSION
Chairman Gihan convened Executive Session. The open Board meeting resumed after thirty minutes.
There being no further business, Chairman Gihan adjourned the meeting
at 12:55 p.m.