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Minutes
Back to Board of Trustees
BOARD OF TRUSTEES ANNUAL MEETING
Saturday, April 16, 2005
MINUTES
The Lincoln University Board of Trustees met on Saturday, April 16, 2005,
in the Vail Hall Board Room. Chairman Frank C. Gihan called the meeting
to order at 9:00 a.m. Rev. Dr. Calvin S. Morris gave the opening prayer.
Miss Tracey Martinborough, ’04, national first place, Persuasive Oratorical
Contest, presented “Alcohol on Trial.” In the absence of Secretary
Powelson, Vice Chairman Morris called roll.
Trustees present: Dr. Robert L. Albright, Mr. Robert L. Archie,
Dr. William E. Bennett, Christopher R. Booth Esq., Howard H. Brown Esq.,
Mr. Warren R. Colbert, Ms. Andrea L. Custis, Mr. Frank C. Gihan, Mr. William
B. Ingram, Dr. David E. Knox, Dr. Ernest C. Levister, Mr. Kimberly A. Lloyd,
Mr. Gregory C. Miller, Dr. Calvin S. Morris, Dr. Donald L. Mullett, Mr. Dwight
S. Taylor; Ex-officio Trustees Dr. William V. Larkin for Secretary
of Education Dr. Francis V. Barnes, Dr. Ivory V. Nelson; Student Trustee
Mr. Abraham Hoff. Quorum of 12 satisfied. Emeritus Trustees
Dr. Walter Chambers, Dr. Frank T. Coleman, Mr. Theodore Robb, Mr. William
A. Robinson; Faculty Representative Dr. Susan E. Safford.
Trustees excused: Mr. Barry Cooper, Bishop David G. Evans, Hon.
Levan Gordon, Mr. Robert F. Powelson, Mr. Donn G. Scott, Nathan H. Waters
Esq., Mr. Sherman F. Wooden; Emeritus Trustees Rev. Leroy Patrick,
Dr. Kenneth M. Sadler.
Trustees absent: Mr. Kent Amos, Ms. Carol Ann Campbell, Senator
Dominic F. Pileggi, Hon. W. Curtis Thomas, Hon. LeAnna M. Washington, Mrs.
Phyllis G. Woolley-Roy.
MINUTES
Vice Chair Morris offered the February 19, 2005, Board of Trustees meeting
minutes for Board approval.
The motion was properly moved and seconded.
Favor: 17
Oppose:
Abstain:
Motion carried.
CHAIRMAN’S REPORT
Chairman Gihan recognized Student Trustee Abraham Hoff, Trustee Donn G. Scott,
and Ex-officio Trustee William V. Larkin for their distinguished service
to Lincoln University. Messrs. Hoff and Scott rotate off the Board,
effective June 30, 2005. Dr. Larkin resigned from the Board to accept
the position of president of the Art Institute of Philadelphia, effective
May 1, 2005.
The Chairman’s Report was accepted as information.
PRESIDENT’S REPORT
The President and Vice Chair Morris recognized Mr. Frank C. Gihan for his
distinguished service to Lincoln University as a Trustee. Mr. Gihan
will rotate off the Board, effective June 30, 2005.
The President’s Report was accepted as information.
TREASURER’S REPORT
The Treasurer’s Report was accepted as information.
STANDING COMMITTEE REPORTS
The Business Affairs, Information Technology and the Library, Investment,
and Planning and Development Committee reports, provided in the Board Book,
were accepted as information.
AUDIT COMMITTEE
Dr. Ernest C. Levister, Chair, Audit Committee, offered the following resolution
for Board approval:
RESOLUTION CONCERNING
RES202_041605
THE SARBANES-OXLEY ACT
WHEREAS, The Federal Government has issued regulations concerning
controls over financial reporting, for stock companies, in an act named the
Sarbanes-Oxley Act; and
WHEREAS, Lincoln University has issued commercial paper in the form of
Revenue Bonds; and
WHEREAS, The commercial investment community uses this Act as
a standard of proper financial reporting controls; and
WHEREAS, Lincoln University, as a non-profit organization, is
not legally required to conform to the Sarbanes-Oxley Act deems that it is
in the best interest of the University to apply appropriate and applicable
sections of the Act that would strengthen the University’s procedures and
its stature in the investment community; and
WHEREAS, The National Association of College and University
Business Officers (NACUBO) has recommended several actions for non-profits
to emulate from the Sarbanes-Oxley Act; and
WHEREAS, The Audit Committee of the Board of Trustees recognizes
that the University has accomplished setting in place systems and procedures
that have provided the necessary controls, such that the University has had
no A-133 findings for the past three years resulting in the University being
qualified as a “low-risk auditee” and Management Letters with comments of
minor significance. Wishing to maintain and improve upon this accomplishment,
the Audit Committee has reviewed the Sarbanes-Oxley Act, NACUBO’s recommendations
and the University’s current practices and has determined which actions are
relevant for Lincoln University and would further strengthen our processes;
now, therefore be it
RESOLVED, That the provisions of this Resolution combined with
the policies of the Audit Committee will constitute the University’s acknowledgement
and concurrence with the Sarbanes-Oxley Act; and further
RESOLVED, That the University’s Policies concerning the hiring
of and practices of its External Financial Auditors are:
· The Board through an approved Resolution will
yearly (February meeting) affirm the hiring of the External Financial Auditors.
· All work or services performed for the University
by the External Financial Auditors requires the prior approval of the Board
or the Audit Committee.
· The current lead external audit partner may serve
two more years. After that time the Committee shall instruct the auditors
to rotate the engagement partner or principal every three years or less,
with a time out period of at least two years.
· That the Audit Engagement Letter is to be addressed
to the Audit Committee with a copy to the President. Both the Audit
Committee Chair and the President will continue to sign the document signifying
that the Board accepts the Engagement and that the University understands
the engagement.
· That the University’s Financial Audit engagement
will be re-bid every six years. The incumbent auditors will be allowed
to re-bid.
· That the Audit Committee shall be provided with
a copy of the University’s Letter of Representation to the External Financial
Auditors that is signed by the President and the Vice President of Fiscal
Affairs.
· Those individuals who have been either an engagement
partner or principal of our external auditor within the past two years are
prohibited from being hired as the Vice President for Fiscal Affairs; and
further
RESOLVED, That the University is prohibited from granting any
personal loans to any officer of the University without full Board review
and approval; and further
RESOLVED, That the following statement be added to the Board
of Trustees Conflict of Interest Statement and to the University’s Code of
Conduct:
Dealings with auditors – It is in the best interest of the University that
Trustees/ Employees, who have contact with our various federal, state and
other auditors, treat them with respect and honesty. No Trustee/Employee
or University Representative may take an action to fraudulently influence,
coerce, manipulate or mislead an auditor engaged in the performance of an
audit for the purpose of rendering the financial reports and statements of
the audit to be misleading;
and further
RESOLVED, That a confidential complaint mechanism shall be established
for the reporting of financial improprieties. A beta mechanism shall
be in place before the September Board meeting. Details will be discussed
at future meetings; and further
RESOLVED, That the University shall establish and document an
adequate internal control structure and procedures for financial reporting
as an integral part of it’s implementation of the new Administrative and
Financial system; and further
RESOLVED, That the Vice President for Fiscal Affairs shall continue
to sign the University’s tax returns.
The motion was properly moved and seconded.
A copy of the Sarbanes-Oxley resolution will be submitted to the University’s
Directors and Officers insurance for review.
In the spirit of the Sarbanes-Oxley Act, the University President will abstain
from voting on audit-related matters.
Favor: 17
Oppose:
Abstain: 1 (Nelson)
Motion carried.
Effective June 30, 2005, Dr. Levister shall resign from the Audit and Business
Affairs Committees of the Lincoln University Board of Trustees.
BUILDINGS AND PROPERTY COMMITTEE
Mr. Dwight S. Taylor, Chair, Buildings and Property Committee,
offered the following resolution for Board approval:
BUILDING #26 (PRESIDENT’S RESIDENCE) REPAIRS
RES203_041605
WHEREAS, Renovations and repairs to Building #26 (President’s
residence) require specific Board approval; and
WHEREAS, In accordance with Section 3 (B) of Act No. 44 (A)
(1998), approval was granted by the Board of Trustees to spend $125,000 on
specific repairs to the President’s residence for 2004-05; and
WHEREAS, In accordance with HB 1634, Act 40 (2004) approval
has been granted to spend an additional $1,200,000 to repair and renovate
the President’s residence; and
WHEREAS, The plan is to renovate the first floor in year one
(2005-06) and the second floor in year two (2006-07); therefore be it
RESOLVED, That the Lincoln University Board of Trustees hereby
approves the renovation and repair of the first and second floors during
the next two years not to exceed $250,000; and further
RESOLVED, That the procurement of all goods and services incurred
in this project will be made in accordance with the University’s purchasing
policies and procedures.
The motion was properly moved and seconded.
Favor: 17
Oppose:
Abstain: 1 (Nelson)
Motion carried.
EDUCATIONAL POLICY AND ACADEMIC AFFAIRS COMMITTEE
Dr. Robert L. Albright, Chair, Educational Policy and Academic Affairs Committee,
offered the following resolutions for Board approval:
2005 GRADUATES
RES204_041605
WHEREAS, the Registrar will certify candidates for the B.A.,
B.S., M.H.S., M.S.R., M.Ed., M.S.M. and M.S.A. degrees at the end of April
2005; and
WHEREAS, The Faculty will approve these candidates at the end
of April 2005; therefore, be it
RESOLVED, That President Ivory V. Nelson shall be authorized
to award degrees to students whose names appear on the list certified by
the Registrar and approved by the Faculty.
The motion was properly moved and seconded.
Favor: 18
Oppose:
Abstain:
Motion carried.
PROMOTION, TENURE, AND SABBATICAL LEAVE
RES205_041605
WHEREAS, Members of the Faculty have applied for promotion and/or
tenure and sabbatical leave; and
WHEREAS, The Promotion, Tenure and Severance Committee evaluated
the applications; and
WHEREAS, The Deans and the Vice President for Academic Affairs
have reviewed the applications; and
WHEREAS, The President has approved the recommendation of the
Vice President for Academic Affairs; now, therefore be it
RESOLVED, That
· Dr. Mazharul Huq, Associate Professor, Physics
be promoted to Professor;
· Dr. Tong Banh, Assistant Professor, Mathematics
and Computer Science, be granted tenure with promotion to Associate Professor;
· Dr. Sally Wagner, Assistant Professor, Health,
Physical Education and Recreation, be promoted to Associate Professor; and
further
RESOLVED, That the Board of Trustees grant sabbatical leaves
for the 2005-06 Academic Year to
· Dr. Ganga Ramdas, Professor, Business and Economics;
· Dr. Emmanuel Babatunde, Professor, Sociology and
Anthropology; and
· Dr. Dana Flint, Professor, Philosophy and Religion.
The motion was properly moved and seconded.
Favor: 18
Oppose:
Abstain:
Motion carried.
ESTABLISHING THE NUMBER OF CREDITS FOR
RES193_041605
GRADUATION IN ANY UNDERGRADUATE PROGRAM
WHEREAS, It has been more than 10 years since Lincoln University
has undertaken a serious review of its curriculum offerings; and
WHEREAS, The number of course requirements has increased in
many major and minor programs during the past 10 years; and
WHEREAS, The total number of credits required to graduate from
Lincoln University has increased as a result of required course increases
in majors and minors; and
WHEREAS, The increase in the number of course requirements has
lengthened the time of graduation, resulting in an increase in the cost of
education for Lincoln University students; and
WHEREAS, The average semester student load taken by a student
is 15 semester credits; and
WHEREAS, A significant number of students (approximately one-third
of entering freshmen) must take one or more developmental courses; and
WHEREAS, It is necessary to re-examine the curriculum requirements
for all majors, minors and the core curriculum; now, therefore be it
RESOLVED, That the faculty working with the department chairs,
academic deans, and the Vice President for Academic Affairs, will submit
recommendations to the President for all established majors—reducing the
University curriculum to a minimum of 120 and a maximum of 124-semester credits
for graduation; and further
RESOLVED, That developmental courses will not count toward the
120-124-semester credit total required for graduation; and further
RESOLVED, That the President shall submit a report to the Board
of Trustees by December 2005, indicating that the total credits for graduation
for all majors have been reduced to 120-124-semester credits; and further
RESOLVED, That the effective date for implementation of the
minimum of 120 and maximum of 124-credit requirement is the Fall 2006 entering
freshman class.
The motion was properly moved and seconded.
Favor: 18
Oppose:
Abstain:
Motion carried.
EXECUTIVE COMMITTEE
Mr. Frank C. Gihan, Chair, Executive Committee, offered the following resolution
for Board approval:
REAFFIRMATION OF LINCOLN UNIVERSITY’S
RES206_041605
VISION, MISSION, GOALS AND
PHILOSOPHY STATEMENTS
WHEREAS, On April 14, 2000, the Board of Trustees adopted the
Vision, Mission, Goals and Philosophy statements for Lincoln University;
and
WHEREAS, In the adopted resolution of April 14, 2000, the Board
of Trustees resolved to reaffirm the Vision, Mission, Goals and Philosophy
statements for Lincoln University every five years; and
WHEREAS, The University has followed the Vision, Mission, Goals
and Philosophy statements in the development of its Strategic Plan and operation
of the University; and
WHEREAS, After review, the Board of Trustees finds no need to
revise, change or alter the Vision, Mission, Goals and Philosophy statements
of the University; therefore, be it
RESOLVED, That the Board of Trustees of Lincoln University reaffirms
the Vision, Mission, Goals and Philosophy statements for Lincoln University;
and further
RESOLVED, That the Board of Trustees will review and examine
the Vision, Mission, Goals and Philosophy statements for Lincoln University
in April 2010.
The motion was properly moved and seconded.
Favor: 18
Oppose:
Abstain:
Motion carried.
TRUSTEES, DEGREES AND NOMINATIONS COMMITTEE
Dr. Calvin S. Morris, Chair, Trustees, Degrees and Nominations Committee,
offered the following resolutions for Board approval:
NOMINEE TO THE BOARD OF
RES207_041605
THE BARNES FOUNDATION
WHEREAS, The Lincoln University Board of Trustees has the responsibility
for nominating candidates to five of the fifteen Trustee positions on the
Board of the Barnes Foundation; and
WHEREAS, The Lincoln University Committee on Trustees, Degrees
and Nominations has put forth the name of Sheldon M. Bonovitz to fill a vacancy;
and
WHEREAS, as stipulated in Article II, Section 2(H) of the Lincoln
University By-Laws, said nominees are not currently voting members of any
Board of Trustees or Directors for which the Lincoln University Board of
Trustees has nominating and/or appointment authority; now, therefore be it
RESOLVED, That the Lincoln University Board of Trustees approves
the nomination of Sheldon M. Bonovitz to the Board of the Barnes Foundation.
The motion was properly moved and seconded.
Favor: 16
Oppose:
Abstain: 2 (Archie, Nelson)
Motion carried.
Chairman Gihan offered the following resolution for Board approval:
2005-07 BOARD OF TRUSTEES OFFICERS
RES208_041605
WHEREAS, The Trustees, Degrees, and Nominations Committee recommend
the following slate of Board officers for 2005-07:
Chair: Dr.
Calvin S. Morris
Vice Chair: Mr. Gregory C. Miller
Secretary: Ms. Kimberly A. Lloyd
RESOLVED, The Lincoln University Board of Trustees accepts the
slate of Board Officers for 2005-07.
The motion was properly moved and seconded.
Favor: 18
Oppose:
Abstain:
Motion carried.
NEW BUSINESS
Trustee Hoff introduced the 2005-06 Student Government Association officers:
President
Erica Campbell
Vice President/Internal Affairs Christopher
Davis
Vice President/External Affairs Roosevelt
Velez
Secretary
Shawn Sherwood
Treasurer
Clifton Thomas
President Pro Tempore
Quinton Hairston
There being no further business, Chairman Gihan adjourned the meeting at
11:15 a.m.