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         May 16, 2022 Study Session...



         >> MS. CATHERINE RIPLEY:  Welcome to the Pima Community College

    Governing Board study session.  I call this meeting to order.  And

    with that, I note all board members are present as of now.

         I would like to turn it over to our guest.  We have been doing a

    study of our bylaws, a review of our bylaws, and we have outside

    counsel, Mary Ellen Simonson here who has been mediating for us.

         I will turn it over to you, Mary Ellen, to give us an overview of

    what we have done and what we need to do today as our last study

    session before the vote to adopt the revised bylaws.

         Thanks, Mary Ellen.

         >> MS. SIMONSON:  Welcome, everyone.  Glad to be here.

         As I said in the preliminary portion of what you received last

    week, you recall that Ms. Garcia had given us, the night before our

    last board meeting was scheduled, she had sent some lengthy proposed

    additional revisions to the bylaws.

         Everybody agreed, including Ms. Garcia, that we did not have

    enough time obviously to review those, because we were dealing with

    the other issues the next day.

         So in the interim, I have gone over those proposed bylaws with

    Ms. Garcia, and I had some lengthy conversations with her and tried

    to very succinctly but hopefully very accurately capture what she had

    indicated were the purposes for the proposed bylaws revisions that





    she was hoping to have a discussion about.

         So today is the schedule for that discussion, and... (frozen

    video.)

         >> MS. MARIA GARCIA:  Can't hear you.

         >> MS. SIMONSON:  Pardon?  Can you hear me, Ms. Garcia?

         >> MS. MARIA GARCIA:  Now we can.

         >> MS. CATHERINE RIPLEY:  You cut out for a second.  Can you

    repeat your last statement.

         >> MS. SIMONSON:  Yeah.  I'm sorry.  Yeah, the last statement I

    made was I had some lengthy conversations with Ms. Garcia about each

    of her proposals, and then I thought it would be very helpful to give

    you to the right of each of those proposals my comments that

    hopefully capture, and I think they do, because Ms. Garcia and I

    spoke this morning, I think they do capture the purposes for which

    she is proposing these bylaw revisions.

         So I think can go through them fairly quickly if each of you have

    had a chance to review those comments and the proposals.  Then

    Ms. Garcia, of course, certainly free to add anything that I may have

    omitted in those comments that hopefully tried to capture what you

    had intended.

         So we can start with Bylaw Article IV, officers, and as you see,

    the purpose here is continuity and clarity.  Ms. Garcia agreed to add

    this language here in the blue font because, if you recall, in one of

    our -- I'm sorry?

         >> MS. CATHERINE RIPLEY:  Did you want to share the screen?  It's





    coming.  I didn't know that was happening.  Go ahead.

         >> MS. SIMONSON:  Okay.  Andrea, are you doing that?

         >> Yes.

         >> MS. SIMONSON:  Okay, great.

         So as you can see here, in the conversation I had with Ms.

    Garcia, you recall, all of you on the board, that in a prior meeting

    we had agreed to add the language in blue in terms of, you know, if

    you are voting on the two leaders, the chair and the vice-chair, it's

    always pretty important to have any nominee for either chair or

    vice-chair must have demonstrated compliance with all board bylaws

    and policies as well as a commitment to such continued compliance.

         I think there was general consensus among the board in the prior

    meeting that that was helpful language.  It's probably, you know,

    sort of almost to say, gee, you all agree that that's a pretty

    standard operational point for a board anyway, but it's always good

    to have it in writing.  So that was agreeable to Ms. Garcia to add.

         Now, the other issue is do you want to nominate and elect those

    officers for a term of one or two years?  That's still in play here.

         Ms. Garcia, I think that I have captured the reasons that you

    wanted to add that, but you may want to add something else.

         >> MS. MARIA GARCIA:  No, I just think that it's fair, and it

    gives each of us an opportunity to lead.  I mean, we were elected

    officials, and therefore, we all should have an equal opportunity.

    No one should dominate the board.  That's it.

         >> MS. SIMONSON:  Okay.





         >> MS. MARIA GARCIA:  I still sort of don't agree with -- and I

    will accept it, though, about the board policies, because it's kind

    of like putting criteria in there.  Every single one of the board

    members has violated a policy with the exception of maybe Meredith.

         >> DR. MEREDITH HAY:  But only two have gotten a letter from the

    attorney general about it.

         >> MS. MARIA GARCIA:  Well, that's okay, because you guys always

    fix it.

         >> MR. DEMION CLINCO:  Point of order, Chairwoman Ripley,

    Ms. Garcia is impugning our reputations with baseless accusations --

         >> MS. MARIA GARCIA:  Oh, my goodness.

         >> MR. DEMION CLINCO:  -- and no evidence.  Really, it is not

    productive for this conversation and it's really inappropriate.

         >> MS. SIMONSON:  Yeah, I think we want to stick to just the

    language here.  I think it will go a lot quicker as opposed to going

    through maybe some historical issues and disagreements.

         >> MS. MARIA GARCIA:  Okay.

         >> MS. SIMONSON:  So all right.  So this language, give Katie and

    I some feedback as to whether you want to include this option of one

    year in terms of the overall total revisions that we are going to

    present to you in about a week or so for an option to vote on.

         >> DR. MEREDITH HAY:  I think it might be useful, I know we did

    this at a previous meeting, to review why we changed it from one to

    two years in the first place.

         Part of that was because of the complexity of getting the college





    back in compliance and also the complexity of all the initiatives

    that Chancellor Lambert is trying to put forward.

         Help me, Demion, in terms of my memory.  We thought that the

    chair should continue for two years just for continuity of effort and

    continuity of the board and what we are trying to achieve.

         Is that how you recall that, Demion or Jeff?

         >> MR. DEMION CLINCO:  Ms. Ripley?  Dr. Hay, yes, that was the

    rationale at the time.  It really made a lot of sense and it provided

    that continuity both with the former chair, and then I served in the

    role during COVID and it provided that continuity.

         I strongly support the two-year option.

         >> DR. MEREDITH HAY:  I think Jeff's hand is up, Cat.

         >> MS. CATHERINE RIPLEY:  Go ahead, Jeff.

         >> MR. JEFF SILVYN:  Thank you.

         So the other, besides the circumstances that Meredith and Demion

    have mentioned, another factor that led to the change was just the

    feeling that it usually takes a new chair at least a few months or

    more to really get up to speed.

         So from that standpoint, there might be a benefit to the two-year

    term, so it gave someone a longer opportunity to really kind of get

    up to speed and then be more effective as a chair just because of the

    learning curve.

         That was just another reason at the time, and you can decide

    whether you still think that's an appropriate reason or not.

         >> MS. CATHERINE RIPLEY:  Board Member Gonzales has his hand up.





         >> MR. LUIS GONZALES:  Yes.  As a board member, I think I do

    support the one year, and more important, it's, as we said before,

    it's an opportunity to lead but more important it comes back to the

    rotation.

         I think I agree partially with the two year, but I support more

    the one year at this point.  I will support the one year, because we

    all need to have that rotation.  That's part of the policy that

    states there as well, too.

         Thank you.

         >> MS. CATHERINE RIPLEY:  Board Member Garcia, your hand is still

    up.

         >> MS. MARIA GARCIA:  Well, I will continue to support the one

    year, and I understand allowing somebody to serve more than two years

    is probably a good opportunity, and I know there is a learning curve,

    but at the time that we are voting, at that point in time we can

    decide if we want to continue with that leadership.

         It doesn't mean that you can't run, that you can't be elected

    again.  By no means does it say that.

         Now, the other thing is that what I have in my opinion, this

    board has been monopolized for a long time.  That's my opinion, with

    the amount of time that Demion has served as vice-chair and as

    chairman.

         I would like to see -- I only have another two years to go.  It

    may not even affect me later on, but the thing is that it needs to be

    fair to everybody.  It needs to be a real commitment to work





    together.

         We continue with this kind of stuff?  That's no commitment.

    That's not trying to work together.  That's my view.

         >> MS. CATHERINE RIPLEY:  Thank you.  Board Member Clinco?

         >> MR. DEMION CLINCO:  Perhaps, Mary Ellen, it would be even

    easier to just remove this language about the rotation and just

    simply have it be an election of the officers on an every-two-year

    basis.

         >> MS. SIMONSON:  I'm not sure I understood.  Remove what

    language?

         >> MR. DEMION CLINCO:  The language about the rotation through

    offices based on their original swearing-in date, just simply remove

    that altogether and remove the lack of clarity.  There seems to be a

    lot of confusion about general democratic process.

         Ultimately people are elected to this board and from the board

    executive leadership, president and vice president are elected.  This

    idea of rotation, that may have made sense at some past time, some

    other iteration of these board bylaws, but today we are talking about

    a $200 million annual budget, we're talking about extraordinary

    complexity.  The idea of just putting in arbitrary language like

    this, I don't think it's really useful.

         I would actually support and advocate for the deletion of that

    language and just simply have it be that the board is electing the

    officers.

         >> MS. SIMONSON:  Yeah, so the sentence, just for everybody's





    benefit, that is currently in the bylaws that says board members

    shall rotate through these offices based on their original

    swearing-in date, you're advocating be removed.

         Does anyone have any problem with that?

         >> MS. MARIA GARCIA:  I do.

         >> MS. SIMONSON:  Oh, okay.  Ms. Garcia?

         >> MS. MARIA GARCIA:  I do.  It's just again Vice-Chair Clinco

    trying to dominate.

         >> DR. MEREDITH HAY:  Chancellor Lambert has his hand up too.

         >> MR. LUIS GONZALES:  I also have my hand up.

         >> MS. CATHERINE RIPLEY:  Point of order, Board Member Garcia,

    are you finished speaking?

         >> MS. MARIA GARCIA:  Yes.

         >> MS. CATHERINE RIPLEY:  The next person I saw with a hand up is

    Chancellor Lambert.

         >> DR. LEE LAMBERT:  Thank you, Chair Ripley.

         I just want to reiterate a point that Board Member Clinco stated.

    Our world of higher education is becoming more and more complex.  I

    think governance has to reflect the ability to help support

    addressing and moving the institution along in that context of

    complexity.

         The complexity is going to be, for example, the transition,

    because of advances in technology, are going to be highly disruptive

    to all of our organizations.  The shifts in demographics are going to

    continue to wreak havoc on our organizations and just the changing





    nature and sentiment of the learners.  More and more learners,

    especially adult learners, are demanding shorter-term, nondegree

    programs.

         All of this is requiring that, especially I think a chair, have a

    better in-depth knowledge and understanding of these trends that are

    happening, and therefore be in a better position to govern and lead

    the board in support of the mission of the institution.

         >> MS. CATHERINE RIPLEY:  Thank you.  Board Member Gonzales?

         >> MR. LUIS GONZALES:  Yes.  I disagree reference to removing the

    rotation component there.  It comes back to what was said earlier in

    reference to being fair, an opportunity to lead, but it's already in

    there, it should be revolving within the board members.

         Again, it should be taking turns in reference to leadership.  How

    is it that the practice is not being demonstrated right now?  I think

    it should.  But providing opportunity not for -- it's not only for

    immediately for us.  It's for the future people as well, too.  I

    think it's only fair.  It's only fair, and I disagree with taking it

    out and it's a mistake to take it out.

         Thank you.

         >> MS. CATHERINE RIPLEY:  Thank you.  I just want to make one

    comment as far as I think there is a disagreement that perhaps might

    not get resolved tonight, but in the understanding and the concept

    and notion behind this, because to me I don't see this as being fair

    or unfair.  I see this as whoever is the chair should have, A, the

    desire, the time commitment, and also the commitment to the current





    administration and support of the current administration.

         It's about the college.  It's not about giving board members an

    opportunity to practice their leadership skills.  We were elected

    supposedly as community leaders with leadership under our belts.

         So I don't see this as an opportunity to hone my leadership

    skills.  I see this as a commitment, a duty, a responsibility and

    accountability to the college as a whole.

         So with that, I think, Dr. Hay, you have your hand up.

         >> DR. MEREDITH HAY:  Thank you.  I don't want to get ahead of

    myself, Mary Ellen.  I don't know if we are just doing one section at

    a time, but from my perspective, sometimes with bylaws you want to

    keep them as simple as possible.  You don't want to overrestrict your

    language.

         So I would suggest even section 4 in terms of limitations is not

    necessary since it's a simple election anyway.  The practice has been

    what the practice is, but I don't know if we need to be so

    restrictive in our language in terms of a bylaw to put those

    limitations that are stated in section 4.

         Thank you.

         >> MS. SIMONSON:  Yeah, no, we can also discuss that.

         So it sounds like we will leave in the language that Mr. Clinco

    suggested removing, board members shall rotate, that language, or are

    there others who want to have that as an option when you are voting

    on June 8?

         >> DR. MEREDITH HAY:  I think it should be an option.





         >> MS. CATHERINE RIPLEY:  Board Member Hay?

         >> DR. MEREDITH HAY:  I support Board Member Clinco's

    recommendation just to simplify it and not put the rotation language

    in there.

         >> MS. SIMONSON:  So we will have that as an option.  On the June

    8th document that you will get, there are some revisions that there

    has been pretty good consensus on and we will be able to have that in

    one version of what's sent to you, and then the ones that have some

    options like this we will put the options in so that you can vote on

    them pretty quickly.  Here's option 1, here's option 2, et cetera.

         Okay.  I think we understand that.  Katie, you've got that?

         >> Yes.

         >> MS. SIMONSON:  Okay, great.

         Let's move on to section 4, which I think Ms. Hay has identified

    as at least something that she thinks should be eliminated.

         Ms. Garcia, do you want to say anything further about that one?

         >> MS. MARIA GARCIA:  The new one or the old one?

         >> MS. SIMONSON:  Section 4 new one in Article IV.

         >> MS. MARIA GARCIA:  Well, I can't pull it up right now.

         >> MS. SIMONSON:  This is the one -- I can read it for you.  It's

    the one that you added that has term limitations.

         >> MS. MARIA GARCIA:  Okay.  For me, I know that perhaps we may

    have misstated that it's about fairness.  It's really not about

    fairness, because we all represent the community, and I think it's

    misleading for Mr. Clinco to say that, to insinuate, maybe not





    intentionally, that we don't stay current with what's going on in our

    economy and with our communities.

         I think that we wouldn't be on the board if it was --

         >> MR. DEMION CLINCO:  Point of order, Ms. Garcia, Chair Ripley,

    Ms. Garcia is impugning --

         >> MS. MARIA GARCIA:  Oh, my goodness.  Is this the way we are

    going to work, Demion?

         >> MR. DEMION CLINCO:  Ms. Garcia, you continue to make

    accusations that are unsubstantiated.

         >> MS. MARIA GARCIA:  It's not an accusation.

         >> MR. DEMION CLINCO:  You impugn the motives of any

    recommendation I make.  Your statements are not based on policy.

    They are based on an opinion about what's driving the motivation.

    It's not professional and it's really not acceptable.

         >> MS. CATHERINE RIPLEY:  Point of order.  Can we please agree as

    a board to be respectful of one another and not resort to insinuation

    and passive-aggressive inferences?

         Please just state the case what you would like to see everybody

    on the board here, I'm talking to everybody, what your opinions are

    of these changes as we go forward and please refrain from inferring

    accusations against each other.  That would be the professional thing

    to do.  Thank you.

         Who is next?  Board Member Garcia, did you want to continue?

    Finished?  Okay.

         Next?  Anyone else?  I have to scroll through to see hand raises.





         All right.  Thank you.  I turn it back to you.

         One bit of housekeeping.  Can everybody sort of --

         >> MS. MARIA GARCIA:  We can't hear you.

         >> MS. CATHERINE RIPLEY:  I was asking people to mute themselves

    and I muted myself (smiling).

         Just for ambient noise, when you are not speaking, I know it's

    hard to do.  We have been through this for a couple of years, myself

    included, if we could, board members and others, mute yourself when

    you are not speaking, there is some ambient noise.

         Also, out of courtesy to everyone, if it's not a burden, can we

    all turn on our videos?  Just because it's good to see who is

    talking.  Thank you.

         Mary Ellen, please go ahead.

         >> MS. SIMONSON:  Sure.  Yeah, and I just have a quick reminder

    of those, that one slide I had in a couple of our meetings which is

    kind of here are the ground rules.  I think Ms. Ripley has stated it

    well.

         But I think let's just really focus on today, on the language

    that's being proposed as opposed to anybody's motive or anything

    else, and just express opinions about why you think the language is

    or is not appropriate as opposed to any comments about individual

    motive or anything like that.  I think this will go a lot more

    smoothly.

         So I think we are done with Article IV.  We will obviously

    present options, and then there will be I think voting on June 8 with





    respect to them.

         Okay.  So if we are going to Bylaw V, as I say here, after some

    thoughtful discussion with Ms. Garcia, she agreed to eliminate this

    proposed revision after consideration of those two points that I have

    in the comments.

         I don't think we need to go through those two points, because it

    sounds like you are all very prepared and have read them.  So unless

    anyone has any particular reason to talk about this one, I think

    Ms. Garcia has graciously agreed to just move forward with the

    others.

         Okay?  All right.  So I think we are ready to go to the next one.

    All right.  So we have got Bylaw VI, the meeting.  I think Ms. Garcia

    did say, as I pointed out in the discussion, that she really wasn't

    trying to, the intention wasn't to omit the right of the chancellor

    to call a special meeting.

         I did some simplification of this one, as I mentioned here.  I

    think it addresses Ms. Garcia's point about specifying the purpose of

    the special meeting.  But there was some duplication here, so I

    streamlined it a bit, and I think this complies with the Open Meeting

    Law and the posting requirements and so forth.

         So does anyone have any comment with respect to section 3 there?

         Okay.  So if we move on to section 6, which has the language that

    is in blue there, and the chair shall consult individually, remember,

    the language in blue here is language that I inserted to help clarify

    for everyone what did the board have a consensus on in prior





    meetings, and this language in blue was the consensus by the board to

    add.  So that's there so you have the full context.

         I hope there isn't going to be any more discussion about that,

    because that seemed to be a really solid consensus, obviously subject

    to your voting on June 8.

         Okay.  Ms. Garcia, in red there, in the middle of subsection A,

    you changed "may" to "shall."  Do you want to say anything about that

    other than what's in my comment there?

         >> MS. MARIA GARCIA:  Okay.  No, I think that covers pretty much

    what I have to say, what I would like to see, because sometimes, you

    know, if we have an opinion or we think there is an issue, that we

    should be able to discuss it.

         Sometimes I don't feel like we are really given an opportunity,

    because and not to say -- I'm really not implying anything bad.  It's

    just that sometimes it's just the chancellor and the chair that

    decides on everything.  And I think that, you know, in some cases,

    you know, we should all discuss it.

         I mean, everything is presented to us already preplanned, and I

    get that we have to do that because you guys have more information,

    but we would also like to have that information and make a decision

    on those things that are being presented.

         So I would hope that people would agree to this.

         >> MS. CATHERINE RIPLEY:  I just want to clarify, because this is

    really important for everyone to understand.  Perhaps it's just a

    misunderstanding on your part, Board Member Garcia, but by





    definition, when I came in, consent agenda is consent, meaning we all

    did know about those items and we received the documents and were

    able to and have the opportunity to discuss, to ask questions, and to

    adjust if necessary before voting and before the board meeting.

         So I just have a problem because it's already stated that it's

    consent.  Does that make sense?  It's not like it's an item that was

    thrown on by surprise the day of the board meeting.

         You know what I'm saying?

         >> MS. MARIA GARCIA:  No, but the problem is that sometimes we

    don't understand all that information.  It's already been condensed.

         >> MS. CATHERINE RIPLEY:  But you have the chance, if it's on the

    agenda, you have the chance.  We are begging board members to use

    that opportunity to get -- if it's a finance question, then let's

    schedule a meeting with Dr. Bea.

         >> MS. MARIA GARCIA:  It's only three days that we can actually

    do anything with it.

         >> MS. CATHERINE RIPLEY:  Well, it's five days actually.

         >> MS. MARIA GARCIA:  No, Saturday and Sunday is out of the

    question.  We come to a board meeting on Wednesday.

         >> MS. CATHERINE RIPLEY:  Mr. Silvyn, did you have a comment to

    add to that?

         >> MR. JEFF SILVYN:  Maybe if we are talking about the may/shall,

    maybe I can clarify a little bit.

         So board members of course get the draft packet 10 days before

    the board meeting, and it's always been the practice that if any





    board member at any time, including at the board meeting, asks for an

    item to be pulled from consent agenda, it is.

         I can't remember an instance where that hasn't happened.  If a

    board member sends an e-mail before the meeting and says I want item

    6 moved from the consent agenda, that happens, or at the board

    meeting.

         So, to me, actually, this change reflects current practice, and

    kind of pretty standard board practice, because consent agenda is

    supposed to be routine things where there is not really discussion.

         I mean, certainly it's a best practice and helps the staff if

    board members make that known as early as possible.  But the change

    from "may" to "shall" is consistent at least with how we have been

    doing it.

         >> MS. CATHERINE RIPLEY:  Okay, great points.  You're right.  It

    is 10 days.  Dr. Hay?

         >> DR. MEREDITH HAY:  Yeah, I'm not in favor of changing "may" to

    "shall" just because I think from Jeff's, what he just stated, it is

    practice and it's almost always done.  But it's still up to the

    decision of the board chair.  I don't want to take power away from

    the board chair.

         I think "may" covers it fine.

         >> MS. CATHERINE RIPLEY:  Board Member Clinco?

         >> MR. DEMION CLINCO:  Thank you very much, Chairwoman Ripley.

         Yeah, I'm in agreement with Dr. Hay.  I think the change -- first

    of all, as of now, again, as Mr. Silvyn stated, there has never been





    an example where we haven't pulled an item from the consent agenda,

    but I think by putting definitive language like "shall" it could be

    abused.

         If I sent an e-mail and said I'd like every single one of the 25

    items on the next agenda individually considered, you know, per the

    change we would have to sit and do that, have to have a discussion

    and go through the vote of each and every single one.

         I'm not sure that -- you know, it could be used as an obstruction

    tool.  There has been nothing, there's been no problem that we are

    trying to fix, and so I'm not clear what exactly the intent of this

    change is trying to achieve.

         As was stated by the proposer, this is supposed to help, I would

    assume, provide more clarity on the topics, but Chair Ripley, as you

    noted, it really is the responsibility of the individual board

    members to reach out prior to the meeting in the 10-day window and

    get those questions answered and come with -- I think back to former

    board members, like Board Member Hanna, who had many, many, many,

    many questions about many, many items, and on items that didn't get

    resolved before the meeting, those items were pulled from the consent

    agenda and they were discussed and voted on individually.

         It was an effective practice.  It takes that responsibility of

    the individual board member to do the work, not show up to the

    meeting unprepared without having reviewed the information and

    expect, by pulling it from the agenda, to have a full presentation

    and have all of these new questions which could have been easily





    answered prior to the meeting.

         >> MS. CATHERINE RIPLEY:  Yeah, I mean, I see every point.  I

    think also with respect to this, perhaps the wording could be a

    little bit different as well, because this states that the "at the

    meeting," so that means that the Governing Board meeting, so it would

    be at the meeting, in the middle of the meeting, a consent agenda

    would be pulled, which would be a surprise to everyone.

         And I think all of us agree that we, because we have a consent

    agenda and we have an agenda 10 days beforehand, that we don't want

    surprises.  So I think maybe we need to think about having -- we

    don't need to do it in a bylaw.  This is something I think we can

    talk about civilly as a board, maybe agree that within that 10-day

    window, maybe 5 days, give the board, the board chair, an opportunity

    to help you understand that agenda item and/or pull it if you need

    more time and more training on that topic, as opposed to the day of

    and in the middle of the board meeting suddenly pull the agenda.

         Because there might be people in other -- there is a lot of

    examples.  There's dozens of examples.  Somebody in construction or

    in facilities that are waiting for that vote and thinking that, well,

    that vote is going to happen, it's on the consent agenda, then we can

    start working.

         But if it's a surprise and it's pulled that day, it could really

    end up in a trickle-down effect, if you know what I mean.  So I don't

    know.  I think there might be room for more discussion on this.

         Chancellor Lambert?





         >> DR. LEE LAMBERT:  Yes, Chair Ripley.  Just a reminder for all

    the board members, we like it when you come to us well in advance to

    share your thoughts, concerns, you need more information about any

    item on the agenda, and especially about any action item, whether

    it's consent or otherwise.

         One of the reasons why that's important is it allows us to be

    prepared to help you make an informed decision.  So if, all of a

    sudden, something is pulled last minute, we go from consent to

    action, but I don't have the technical expert in attendance because

    we didn't know that there was an issue, then it makes the

    conversations more clunky as well as, you know, not as efficient as

    it could have been.  I want us not to lose sight of that.

         Another thing is there are some items where we get to a point

    where we do need a decision by, and so when we haven't heard from a

    board member until the board meeting, and then like, for example,

    tuition is a classic example, kicking tuition over another month and

    worse case two months does have ripple effects.

         And so if I know about the concern early, we can address it.  I

    just ask the board to keep that in mind about any consent or action

    items.

         >> MS. CATHERINE RIPLEY:  Thank you, Chancellor.

         Any more discussion?  If not, Mary Ellen?

         >> MS. SIMONSON:  And I would also add, the language in blue

    right at the top there under subsection A, which there was great

    consensus on in a prior meeting, also does give the option here of





    the chair is going to be individually talking to board members before

    the board meeting as to whether the agenda includes everything that

    you want.

         I assume the corollary would be that if there is something in the

    consent agenda, you'd mention that at the time, as well.  So you'd be

    able to determine before the meeting whether there was some

    discussion necessary and whether there was a need to pull that.

         I think you've got a lot of that covered.  Ms. Garcia also agreed

    to eliminate subsection B there for the reasons I mentioned in the

    comments.

         Now, Ms. Garcia, do you still want the "shall" to be in as an

    option for the June 8th meeting, or are you persuaded by the

    discussion here that we don't need to have that?

         >> MS. MARIA GARCIA:  I will agree to remove it.

         >> MS. SIMONSON:  Okay.  That's great.  All right.  Okay.

         So let's move on -- thank you very much -- let's move on to Bylaw

    Article XII, response to complaints.

         So I did a fair amount here to just kind of make the format

    conform to what is already in the bylaws.  I think that Ms. Garcia

    wanted to have some additional discussion about what's in section 1

    here.  What I did was I added in blue what again had already been

    discussed at prior meetings.

         Now, Ms. Garcia, are you okay with -- do you need or does anyone

    need to have any further discussion about what was eliminated from

    Ms. Garcia's, what she agreed to eliminate, and then what's already





    going to be proposed from the consensus that we had in prior

    meetings, which is in blue?

         Anyone need to address anything here in items 1A through D?

         >> MS. CATHERINE RIPLEY:  I don't see any.

         >> MS. SIMONSON:  Okay.  Oh, Mr. Clinco?

         >> MR. DEMION CLINCO:  I just wonder whether we need to be more

    explicit.  We have had a lot of issues around employee general

    complaints.  Again and again, board members have become involved in

    those complaints instead of simply facilitating the administration of

    college policy.

         So maybe we just need to be more explicit about board members not

    participating in an investigation and a review and substantive

    conversation about internal college complaints and instead refer them

    through the processes.

         >> MS. SIMONSON:  Are you saying you wanted to propose some

    language here, Mr. --

         >> MR. DEMION CLINCO:  Well, what I guess I'm saying is perhaps

    there is an opportunity to just tighten this up a little bit.  I

    think we would look to you to provide that language, but language

    that really makes it very explicitly clear that board members are not

    to engage in employee complaint processes.

         That really we have systems set up and just be very, very

    definitive about it, because it's a problem that occurs over and over

    and over again.  We seem to struggle as a board, not just this board

    but past boards, in our relationship to complaints.





         >> MS. SIMONSON:  Okay.

         >> MS. MARIA GARCIA:  Okay.

         >> MS. SIMONSON:  Subsection D says at no time is a board member

    to engage in investigating of such complaint or take any action that

    even could be perceived as obstructing or interfering with the

    administration's role and responsibility to address complaints.

         Took out that word "employee," because there could be a number of

    complaints.

         >> MR. DEMION CLINCO:  I mean, I think part of it is the

    substantive conversation.  Even entertaining, you get a phone call

    from an employee, and instead of directing them through the process

    you actually engage in a dialogue that creates confusion and

    misperception about who is responsible and what the role of the board

    is in the complaint process.

         >> MS. SIMONSON:  You know, that's actually a very good point.

    So sometimes it's really helpful to say, just to put some language in

    that's like a little mini script, if a board member were to receive a

    complaint, here is the response that should be given.  And the

    response is I cannot address your complaint -- I'm just talking off

    the top of my head, but we can come up with the right language.  This

    complaint needs to go through the appropriate process and will be --

    and rather than discuss the complaint with you, I will refer this

    through the process.

         We could come up with some language like that that is, you know,

    a standard response that a board member should give.





         Does that work for you?  I'm not coming up with the exact

    language off the top of my head, but that would be the idea and the

    concept.

         >> MR. DEMION CLINCO:  Yeah.  Again, I don't know if it needs to

    be prescriptive in the bylaws to have a script, but I think that the

    intent of again this idea of engaging in substantive conversation,

    because that creates confusion for the complainant and who is

    actually responsible and what's going to happen next.

         >> MS. SIMONSON:  Right.  And no one board member should be doing

    that anyway.  Yeah, got it.

         Does everybody agree with that?

         >> MS. CATHERINE RIPLEY:  We have some more hands up.  First the

    chancellor and then Board Member Garcia.

         Chancellor?

         >> DR. LEE LAMBERT:  Yes, thank you, Chair Ripley.

         I just want to clarify.  So this is any complaint then?  And if

    it's the case, I mean, there is a lot of complaints now we are going

    to bring to your attention that we don't normally bring to your

    attention.  So I just want to clarify that.

         And then in what venue do I do that in?  And then what is a

    complaint?  Sometimes an individual may say, well, I have a concern

    about X.  They believe they just filed a complaint.

         Well, I don't take that to mean that's a complaint.  So I just

    caution us, without some clarity, we could be going down a road that

    invites a lot of inefficiency, especially since now you have removed





    that this is in the context of Title VII or Age Discrimination

    Employment Act, et cetera.

         I will just need clarification.  Because I don't want for us to

    be in violation of your bylaws, but at the same time I think you are

    opening the door for people to they decide what a complaint is by

    simply saying I've got a concern.

         >> MS. SIMONSON:  I just wanted to mention "complaint" is defined

    in the bylaws in section 2, and if you read the comment that I have

    there, I actually say what the current bylaws define "complaint" as.

         So if you're saying, Chancellor, that you need to have a

    different definition of complaint, the definition you have right now

    is quite good.  But it's defined there in my second-to-last comment.

         >> DR. LEE LAMBERT:  Right, but I'm saying that that's still too

    vague in some -- for example, accreditation requirement, what does

    that mean?  Ethical standard, what does that mean?  Or published

    college bylaw, what do those things mean?

         My point is when someone brings something, we look into it to

    determine if it in fact is something we should refer to the complaint

    process, because if it's not, if someone thinks something is a

    violation, say, of accreditation standard, we look at it and it's

    really not a violation of accreditation standard, then it's like,

    well, here are your options, employee.

         You want to know about that?  That's what I'm trying to get at.

    Does the board want to know about that?  Because implicit in this, it

    sounds like you want to know about that.





         >> MS. CATHERINE RIPLEY:  Mr. Silvyn, can you respond?

         >> MR. JEFF SILVYN:  So I'm wondering if we need to tighten up

    the definition.  So it's not just that there has been an allegation

    that there would be a violation but that what's alleged, if true,

    actually would be a violation of an applicable standard.  Maybe we do

    need to tighten that language up a bit.

         When we were, just as an example, when we were talking about

    this, I don't know, I guess last week when Mary Ellen and I were

    corresponding, what if someone complains that a light is out or

    something?

         They could argue, well, you're not following accreditation

    standards because accreditation standards include you have to

    maintain your facilities to be appropriate for the educational

    environment, but I presume nobody on the board wants to know if a

    light bulb is out.

         So maybe we could tighten that up a bit.  I suppose if the board

    has concerns about whether or not complaints are being triaged

    appropriately, maybe there is a way to do a consolidated report at

    some point in the year, but I wouldn't put that in the bylaws.

         >> MS. CATHERINE RIPLEY:  So I want to make something clear, if

    someone could clarify this.  I was under the impression that this

    bylaw was referring more to when a board member receives a direct

    complaint from someone, not just a general complaint that -- there is

    a million complaints out there, right?

         >> MR. JEFF SILVYN:  So if I might, so we have broken the world





    into three kinds of complaints.  So all of this refers to complaints

    received by board members, and the three categories or buckets that

    we have created are, one, kind of general complaints, which could be

    about anything.  The second are complaints about the chancellor's

    conduct.  The third would be complaints about board member conduct.

         So that might be another way to think about it, is that the right

    way to divide up categories of complaints?

         >> MS. CATHERINE RIPLEY:  Board Member Garcia?

         >> MS. MARIA GARCIA:  I guess part of the way I look at it is,

    no, we don't want to know about general complaints.  Yes, we do want

    to know about complaints against the chancellor.  We do want to know

    about complaints against the board.

         But more specifically, when an employee has a complaint, you

    know, that has to do with their Civil Rights, their employment

    rights, those I do want to know.  I think we should all be concerned

    about that.

         So I don't know if you create another bucket.  I'm not an expert

    at this stuff, but I want to make sure that everybody is treated

    fairly and is given their due process.

         >> MS. CATHERINE RIPLEY:  Yes, we all do.

         Dr. Hay?

         >> DR. MEREDITH HAY:  I'm just trying to, Mary Ellen, follow what

    was in the original document and then what has been added or changed.

    So I'm looking at item 1A, was what was in red, was that originally

    in the original document and that's now being cut?





         >> MS. SIMONSON:  No.  The black is what's in the original

    document.

         >> DR. MEREDITH HAY:  Right, but item A, half of the sentence

    that's cut.  I'm just trying to understand the process here of what

    you guys went through in terms of what was before and what you are

    offering.

         The blue is the new and the red is cut from the old?

         >> MS. SIMONSON:  Yes.  I mean, that was based on Mr. Clinco's

    suggestion at a prior meeting.  There was general board agreement

    that this be considered as a revision, subject to the board vote, of

    course.

         Mr. Clinco, do you remember what your point was in eliminating

    that could ultimately come before the board for a decision regarding

    the application of a college policy, et cetera?

         >> MR. DEMION CLINCO:  I believe that per the change in our

    handbook, that process is no longer in alignment with how we actually

    manage the system.  Right?  Mr. Silvyn?

         >> MR. JEFF SILVYN:  I'm trying to follow -- can you say that

    again?

         >> MR. DEMION CLINCO:  So I believe it's section A that we have

    deleted, that could ultimately come before the board...

         >> MR. JEFF SILVYN:  Oh, yes, yes, yes.  You're right.

         >> MR. DEMION CLINCO:  That is no longer consistent with our

    handbook policy?

         >> MR. JEFF SILVYN:  Yeah, yeah.  You're right.  Sorry, I got





    myself lost.

         Yes, that's correct.  There was a time when certain matters could

    be appealed all the way to the board.  We modified how the appeals

    work, which is why that language was taken out so that it now aligns

    better with the handbook and board policies and the administrative

    procedures on complaints.

         >> MS. SIMONSON:  So the sentence there, Ms. Hay, would just say

    avoid, the board and individual board members shall avoid pursuing

    questions into the details or the substance of a complaint.

         >> DR. MEREDITH HAY:  Right.  And I don't mean to get into the

    weeds here, but we are in the weeds, so let's just play in the weeds.

         So the way that sentence reads now, it sounds if a board member

    receives a complaint, we are not supposed to ask any questions, full

    stop.

         I'm just not sure that's what we are trying to state here.

         >> MS. CATHERINE RIPLEY:  I think what we are trying to state

    somehow is that the board members need to avoid becoming

    investigators, because you can't avoid someone stopping you in the

    street and telling you a big complaint and giving you details.

         >> DR. MEREDITH HAY:  Right.  So that nuance, because a

    constituent reading this would think that the board doesn't want to

    know about the details of a complaint.

         I don't know if you need us to add -- I don't know why we would

    take the last part of that sentence out, because that suggests that

    the board will review, but you are saying it's not consistent with





    the other document.

         Do you know what I'm saying?  It just sounds like... do we need

    item A at all?  Can we just eliminate item A and go to B and C?

         >> MS. CATHERINE RIPLEY:  I think what trumps item A, and I think

    item C, it looks like, should be item A, because --

         >> DR. MEREDITH HAY:  Yeah.

         >> MS. CATHERINE RIPLEY:  -- your very first step when you

    receive a complaint is to say thank you, I have received your

    complaint and understand what it is, and then your first step is to

    notify chancellor and counsel.

         >> DR. MEREDITH HAY:  Yes, I agree with that.  I think that

    should be A.  That's the first thing that should happen.

         >> MS. CATHERINE RIPLEY:  And that basically makes A unnecessary,

    because it goes without saying, you know, you don't act as an

    investigator.

         >> DR. MEREDITH HAY:  Then B is good and then D is good.  D is at

    no time should the board engage in investigations, which is what

    you're trying to suggest in item A, I think.

         >> MS. CATHERINE RIPLEY:  Right.  Because the whole purpose, back

    to our purpose, is oversight.  We are not boots-on-the-ground

    action-takers.  We are oversight.

         Board Member Clinco and then Board Member Garcia.

         >> MR. DEMION CLINCO:  To Chancellor Lambert's point, perhaps in

    the final paragraph, second-to-the-last sentence, to the extent that

    any board member requests that the board receive additional





    information or periodic updates as to the process and progress of

    addressing the complaint, this is where I'm concerned, the chancellor

    shall do so before providing any final resolution is made.

         I mean, in the past I have certainly notified Chancellor Lambert

    of a complaint, and then he gets back to me three days later and he's

    like, resolved.

         I can't imagine a delay of a month because we needed to have it

    go to the board for a special review.  I would just recommend

    deleting that last section of the sentence.

         >> MS. CATHERINE RIPLEY:  Which sentence again?

         >> MR. DEMION CLINCO:  Second-to-the-last sentence in the last

    paragraph.  To the extent that any board member requests that the

    board receive additional information or periodic updates as to the

    process and progress of addressing the complaint, the chancellor

    shall do so.

         That's where I recommend we put a period, because it says before

    any final resolution is made.

         >> MS. SIMONSON:  Oh, right.  So if it's a nominal issue and the

    chancellor has already dealt with it, why wait until the board

    meeting to address it.

         Yeah, that's a good point.

         >> MR. DEMION CLINCO:  I think that might address some of

    Chancellor Lambert's concerns that he outlined, sort of in terms of

    like becoming so hyperrestrictive.

         >> MS. SIMONSON:  Yeah.





         >> MS. CATHERINE RIPLEY:  Yeah, that's an important item.

         Board Member Garcia?

         >> MS. MARIA GARCIA:  I don't see it that way, that last

    sentence, last document.  Because I know they don't do it anymore

    because of the way the handbook is written, but in the past, and I

    think again I'm specifically referring to employees, is that before a

    final decision was made, something as detrimental as firing somebody,

    that it would come before the board for discussion so we would know

    and be aware of what the circumstances were.

         I mean, I think that maybe certain things should come to us

    before a final decision.  Not everything.  So I don't know how you

    guys feel about that, but that's how I feel.

         >> MS. CATHERINE RIPLEY:  Mr. Silvyn?

         >> MR. JEFF SILVYN:  Yeah, so that's not -- let me, in the past,

    in the past, if an employee was terminated, given notice that they

    are going to be terminated, then they could appeal that and have what

    looked like a hearing in front of the board.

         So they would go through the entire termination process, they

    would essentially be fired, but they could appeal it to the board.

    That's how it used to work, and that probably happened, oh, gosh,

    maybe three times in the years I have worked for the college,

    including -- it was all in the '90s when I was outside counsel.

         So it's part of why I got changed, because what used to happen in

    the past looked like a mini public trial in front of the board.

         >> MS. CATHERINE RIPLEY:  And so this is about complaints.  It's





    not about hiring and firing.  So it's perhaps the -- because the

    hiring and firing is in another, falls under a different bylaw, which

    is delegation of authorities.

         Board Member Garcia, you still have your hand up.

         >> MS. MARIA GARCIA:  Oh, no, I'm done.

         >> MS. CATHERINE RIPLEY:  I turn it back then -- Dr. Hay?

         >> DR. MEREDITH HAY:  I'm actually in concurrence of getting rid

    of that sentence regarding reporting to the -- I can't see it now,

    I'm sorry, my screen, the one that Board Member Clinco referred to.

         I think that just puts too much burden on the chancellor and it's

    really redundant to what we are trying to achieve.

         >> MS. CATHERINE RIPLEY:  It states that the board member can

    request updates, periodic updates and information, which the

    chancellor shall do and has done, period, pretty much.

         Because again, the final resolution could be made that day and

    again, keep in mind the chancellor is not the action officer running

    around resolving every complaint.  There is a chain of command, and

    I'm sure it's like HR, ODR, so I think that does save us from

    potential bylaws violations.

         Board Member Clinco?

         >> MR. DEMION CLINCO:  Just one final note.  I think this other

    sort of issue about the chancellor shall confirm to the board the

    complaint has been received, again, it's the full board.  I don't

    think that's sort of in line with practice.  Again, there are certain

    items that are coming to the board at the executive session,





    complaints reach a certain level.

         Again, just for clarity's sake and our current practice, you

    know, if somebody sends a complaint, a student sends a complaint or a

    concern about something that's happened, whatever it is, often those

    get resolved, and the full board isn't being notified because it's

    not rising to the level.

         Again, I'm not sure if there's language, and maybe, Mary Ellen

    and Jeff, you could work on tweaking that language to reflect the

    actual current practice.  That's all.

         >> MS. SIMONSON:  Okay.  Sure, we can do that.

         Okay.  Anybody else have any other points to be made on that

    section 1, subsection 1 under section 3?  No.  Good.

         Then moving on to subsection 2, in the case of the complaint

    about the conduct of the chancellor, I have some long comments there

    which express the discussion that Ms. Garcia and I had.  So I think

    that this captures her thoughts with respect to this.

         Now, I removed the college and faculty or staff.  Then with

    respect to within 48 hours of receiving complaint, let's talk about

    subsection A here for a minute in terms of what the board thinks of

    that particular addition proposed by Ms. Garcia.

         My point here is that may be too aggressive, but open for

    discussion.

         >> MS. CATHERINE RIPLEY:  Dr. Hay?

         >> DR. MEREDITH HAY:  So within 48 hours, sometimes that's not

    even possible if somebody is out of town or out of the country, so





    there needs to be a reasonableness within that time frame.

         I'm not sure what that is, but I'm not sure 48 hours is the

    correct one.

         >> MS. SIMONSON:  You know, sometimes there is language in these

    kind of things that as soon as practicable or within a reasonable,

    prompt period, something that doesn't have a specific deadline but is

    very firm that it be reasonable and prompt.

         >> MS. CATHERINE RIPLEY:  I agree, because one of the worst-case

    scenarios could be it went into your the spam folder and it sat for a

    week and now you have violated a bylaw.  I mean, that could happen.

    That has happened.

         Anyone else?

         >> MS. MARIA GARCIA:  I think I have my hand up.

         >> MS. CATHERINE RIPLEY:  You don't, but go ahead.

         >> MS. MARIA GARCIA:  Sorry.  I'm lost again.  Sorry.  I got

    myself out.

         >> MS. SIMONSON:  I can read it to you if you want.

         >> MS. MARIA GARCIA:  Go ahead.

         >> MS. SIMONSON:  So subsection A says the recipient of the

    complaint, including individual board members, shall notify the board

    chair and college general counsel of the complaint who shall notify

    all board members.  And you had within 48 hours of receiving

    complaint, and what I'm suggesting is something a little bit more

    generic but still firm within a reasonable and prompt period.

         >> MS. MARIA GARCIA:  Well, you could say -- I think that if you





    were to put a minimum and a max length of time would be good.

         I mean, does everybody agree that maybe within 40 hours, that

    would be good?

         >> DR. MEREDITH HAY:  No.

         >> MS. MARIA GARCIA:  No?

         >> MS. CATHERINE RIPLEY:  I think, as professionals, we should

    all be able to agree that as soon as possible means as soon as

    possible.  As soon as possible is not sitting on it for a month or

    two months.  As soon as possible is as soon as physically possible.

         >> MS. MARIA GARCIA:  Well, the issue I have with that,

    Chairperson, is that it has been my experience that sometimes

    complaints that have come in, that we don't hear about them for over

    a week.  So that's what I was trying to shorten up.

         >> DR. MEREDITH HAY:  Yeah, the point isn't about the timing.  I

    think as soon as possible makes perfect sense.  You know, the

    chancellor and his staff or the general counsel needs to be able to

    talk to the board chair first, figure out if something needs to be

    decided or moved on, and then go from there.

         Bylaws are not supposed to be prescribed down to the minute.

    They are supposed to be broad enough to engage the board and the

    chancellor properly and give some flexibility to how things are

    managed.

         So I don't agree with 48 hours or any time constraint.  I think

    as soon as possible is quite reasonable, as the chair has suggested.

         >> MS. CATHERINE RIPLEY:  Any other discussion?





         Board Member Garcia?

         >> MS. MARIA GARCIA:  No, I should have my hand lowered.

         >> MS. CATHERINE RIPLEY:  It's still up.  That's okay.

         >> MS. MARIA GARCIA:  No, I'm down.  You know what, right now it

    says my hand is raised on my screen.

         >> MS. CATHERINE RIPLEY:  There is no hand up now.

         >> DR. MEREDITH HAY:  If you want to raise your hand, you click

    raise your hand.  If you want to lower your hand, you click lower

    your hand.

         >> MS. CATHERINE RIPLEY:  Mary Ellen?

         >> MS. SIMONSON:  Yeah, okay.  I think we've got that.  Let's go

    to 2B.  This is an addition from Ms. Garcia.  When appropriate, the

    board shall engage external counsel to investigate any complaint as

    defined in section 2 against the chancellor.

         Now, my recommendation was, with respect to that addition, to

    take out "allegation," because I don't think we want that.  It's too

    broad.  And to define this more narrowly to any complaint as defined

    in section 2 against the chancellor, which is more specific.

         To the extent that you want to have this addition, I would

    recommend making those changes, and I think Ms. Garcia did agree to

    that.

         So the question is do you want to add subsection B with that

    recommended change?

         >> MS. CATHERINE RIPLEY:  Board Member Clinco?

         >> MR. DEMION CLINCO:  Thank you very much.





         Again, one of my big concerns about this is the idea the board is

    now engaging external counsel as opposed to our general counsel

    engaging outside legal counsel.

         I just don't understand why the current process where our counsel

    is responsible for conducting an investigation if we direct them to

    do that is a problem.

         So this idea where we are sort of setting up a third sort of

    outside attorney to represent the board is something that's been

    brought up in the past, and the board has never supported that idea.

    So I would recommend striking this.

         >> MS. CATHERINE RIPLEY:  Dr. Hay?

         >> DR. MEREDITH HAY:  You know, I don't mind Member Garcia's

    addition, but I would add an amendment.  Where appropriate, the board

    in consultation with general counsel may engage, I would change

    "shall" to "may," and it needs to be in consultation or in

    collaboration with the college counsel.

         >> MS. CATHERINE RIPLEY:  Yeah, and I would also suggest -- thank

    you, Dr. Hay.  I agree.  It sounds like this is an absolute.  I mean,

    I would either have -- it's already in our bylaws somewhere, I

    believe, that we, as a board, are able to, if needed and upon

    request, hire outside counsel for any issue.

         So that's always been available to us at any time.  I'm afraid

    that having item 2B here suggests ever so subtly that this is

    actually an official step that has to be taken.  I see it says when

    appropriate, but I agree maybe changing it to if and when or if





    necessary, the board may engage external counsel.

         But I also agree with the language that Board Clinco suggested,

    as well.

         Mr. Silvyn?

         >> MR. JEFF SILVYN:  I was kind of wondering whether it's already

    covered in D.  I mean, I guess I'm just trying to figure out how to

    keep this simple.

         In subsection D, we already have that if the alleged conduct

    would qualify as a violation under the definition of a complaint, the

    board shall determine in consultation with general counsel, and when

    deemed appropriate, outside legal counsel, the most appropriate means

    for conducting unbiased fact finding.

         I'm not sure I understand what this adds that's not covered

    already in the existing language as proposed to be modified already

    in section D.

         >> MS. CATHERINE RIPLEY:  I see that.  It does look like it's

    basically saying the same thing.

         Mary Ellen?  Can you expand on that?

         >> MS. SIMONSON:  Yeah, I mean, I do think subsection D does

    cover this pretty adequately.

         So I guess Ms. Garcia and I did speak about this.  So I think

    given the board's thoughts on this, and given the language in

    subsection D, it does seem to me that that does cover the issues.

         Because I don't think anyone is disputing that there ought to be

    the opportunity if, as Ms. Hay says, in consultation with the general





    counsel and the board, for the board to consider whether it needs to

    engage external counsel.  And that will depend on the severity and

    the type of complaint that has been lodged.  So I do think subsection

    D does cover it.

         Ms. Garcia, would you agree with that?

         >> MS. MARIA GARCIA:  No.  And I'm going to tell you why.

         >> MS. SIMONSON:  Okay.

         >> MS. MARIA GARCIA:  Because the experience that I have seen on

    our board as a whole is that legal counsel is hired outside without

    the board's knowledge.

         In many cases, it is the general counsel and it is the

    chairperson or maybe the vice-chair that determines that.  Not all of

    us are included nor are we given an opportunity to state what the

    issue is, what the complaint was, what are we looking at, what's our

    opinion.

         We may be totally wrong, but we are not even given an

    opportunity.  I think we need to have that specifically for a

    complaint against the chancellor.  It has to be more explicit.

         >> MS. SIMONSON:  What would you suggest, Ms. Garcia?

         >> MS. MARIA GARCIA:  Well, I like the way you have it in that

    one section.  I mean, just leave it that way and it's done.  It makes

    it clear for anybody else coming in.

         >> MS. SIMONSON:  Although I do say here that it does seem

    redundant, B could be redundant with subsection D.

         >> MS. MARIA GARCIA:  I understand.





         >> MS. CATHERINE RIPLEY:  Dr. Hay?

         >> DR. MEREDITH HAY:  Yeah, I think subsection B is redundant

    with D, and I think we strike B, as in boy.

         >> MS. CATHERINE RIPLEY:  The way I read it, please correct me if

    I'm wrong, it seems like D is saying the exact same thing but more

    eloquently.  It's much clearer that we have the opportunity as the

    board to hire outside counsel.

         We did that with Mary Ellen Simonson.  The board agreed, we all

    agreed, we all together looked at different potential counsel and we

    chose Mary Ellen.

         So it works.  This system works.  I don't know what B says that D

    doesn't say.

         >> MR. JEFF SILVYN:  Can we just make sure we are not mixing

    apples and oranges here?

         This is just about when there is a complaint against the

    chancellor.  So when the board would like another opinion or

    sometimes it happens because I go to the board and say we should get

    another opinion or someone with different expertise, the board always

    has the authority to retain counsel on behalf of the college.

         In this case, we're just talking about when there is a complaint

    against the chancellor, and that's why I guess I'm back to in the

    event there is a complaint against the chancellor, does the board

    feel that the process as outlined in the current section D is

    sufficient, or does enough members of the board think we need that

    extra reinforcement that Ms. Garcia seems to be suggesting in B?





         But I'm just saying the example of Mary Ellen is a different

    situation.

         >> MS. SIMONSON:  Right.  Yeah.

         >> MS. CATHERINE RIPLEY:  A different situation, but it's still

    the board coming together to decide on a counsel, not delegating it

    to our counsel to go find a counsel.

         >> MR. JEFF SILVYN:  Right.  The board always has the authority

    to go hire legal counsel on behalf of the college.

         >> MS. CATHERINE RIPLEY:  Okay.  Board Member Clinco?

         >> MR. DEMION CLINCO:  I believe Board Member Garcia had her hand

    raised before me.

         >> MS. CATHERINE RIPLEY:  Sorry.  Go ahead, Board Member Garcia.

         >> MS. MARIA GARCIA:  Well, the issue, again, I will restate the

    issue again, the issue is outside counsel was hired without the

    entire board's knowledge.  One or two people made the decision, so --

         >> MR. JEFF SILVYN:  Are you talking about -- I guess, again, I'm

    trying to figure out are we talking apples and oranges here.  Are you

    talking about a specific situation involving a complaint against the

    chancellor, or are you --

         >> MS. MARIA GARCIA:  Not against the chancellor, but I want to

    make sure -- so I'm going to be straight.

         Basically, Jeff, your paycheck comes from the chancellor.  Okay?

    I understand you are the general counsel for --

         >> MR. DEMION CLINCO:  Point of order --

         >> MS. MARIA GARCIA:  Will you stop it?  Just let me finish.





         So for me, I think it's really hard, I would think so, because we

    wouldn't want to put you in jeopardy.  I just don't think it's fair

    to you that you would have to deal with that.

         >> MR. JEFF SILVYN:  Okay, first, my paycheck does not come from

    the chancellor.  It comes from the college.

         More importantly, that's why this provision is in here, so if

    there were a complaint against the chancellor, we would have a

    conversation and talk about what's the best way to review it.

         And most of the time, if it's a significant allegation, we are

    going to be in agreement with each other that we should hire outside

    counsel to do that, because I'm not -- I probably am not the right

    person to do it.  So we are not going to have a disagreement about

    that.

         >> MS. MARIA GARCIA:  Okay.

         >> MS. CATHERINE RIPLEY:  Thank you.  The way I read this is we

    would, in item D, we would consult with general counsel for many

    reasons.  Part of it is also a courtesy.  He's our general counsel.

    But we also need his counsel.

         Second of all, the board is the one ultimately that would decide

    whether or not we do need -- we are just consulting with general

    counsel.

         Board Member Clinco?

         >> MR. DEMION CLINCO:  Thank you very much.

         Just to be really clear, I mean, I think there is also an issue

    about expeditious resolution.  Yes, we want to have a due process but





    we want to do it quickly.  It took us three months to hire Mary Ellen

    for this process because we all had input.

         At the end of the day, we turn to our general counsel to help and

    make an informed decision on the best person.  It's really, like I'm

    not a legal scholar or expert on who is the right person to bring in

    to conduct a certain type of investigation into certain types of

    allegations.

         So, you know, I would hate if there was an alleged complaint that

    we wouldn't be able to even move to an investigation for three months

    because we were so busy having discussions and interviewing counsel,

    like with Mary Ellen, case in point.

         I think this was a unique circumstance, but it seemed to me to be

    highly unusual in the way we did the hiring in an effort to placate

    and appease the entire board and have buy-in from everybody.

         So again, I'm with Dr. Hay's recommendation to delete B and

    maintain D.

         >> MS. SIMONSON:  Ms. Garcia, we have had a pretty fulsome

    discussion here, and obviously you always want to eliminate

    redundancy in any document but particularly in bylaws.

         So it does seem to me that D does cover the subsection B above.

    So based on everybody's comments, Ms. Garcia, would you be

    comfortable just eliminating B and just sticking with D there?

         >> MS. MARIA GARCIA:  Okay.

         >> MS. SIMONSON:  Okay.  That's great.

         So I think we have reached some consensus here.





         >> MS. CATHERINE RIPLEY:  We do have one board member that has

    their hand up.  Board Member Gonzales?

         >> MR. LUIS GONZALES:  I just wanted to just echo if it fulfills

    what is in B through D, I think it should be okay.  As long as it

    fulfills it.  That's all I care.

         >> MS. CATHERINE RIPLEY:  Thank you.  Go ahead, Mary Ellen.

         >> MS. SIMONSON:  No, I think it does.  I do think that the

    addition of the blue language that Ms. Garcia and I talked about in D

    is also helpful.

         So I think it sounds like there is good consensus.  That was a

    good discussion.  Great.

         So I think the final point here then would be in subsection F.

    You know, one of the things that I think Ms. Garcia and I did discuss

    is the language there of removing "or its representative."

         In the comment here, I make the point that, you know, sometimes

    it's good to have the flexibility to have a representative provide

    the notice of resolution.

         For example, I do so much employment law.  Sometimes it's better

    when there is a resolution of a situation to sometimes have the HR

    person be the representative of the board or someone else to give the

    notice to the complainant.

         There is all kinds of examples where that could be a lot more

    effective.  So I think on a case-by-case basis, the board retains

    still the right to do it themselves but also retains the discretion

    to have a representative if the situation would be better attended to





    in that regard.  So, to me, that gives you a little more flexibility.

         Ms. Garcia, what do you think about that?

         >> MS. MARIA GARCIA:  No, that's fine.

         >> MS. SIMONSON:  All right.  Good.  So I think we, unless there

    is anyone else who has anything else, because sometimes I'm not

    seeing every hand raised in my thing, so we will move on to section 4

    here, which Ms. Garcia had suggested adding.

         She and I had a pretty detailed discussion about this, and just

    to cut to the chase on the long comment there, I think we both agreed

    that you really actually don't have to expend any more taxpayer money

    to have a separate inspector general because you already have an

    auditor general.

         And I know that, Ms. Garcia, because of the board, because of the

    committee she sits on, is familiar with the auditor general who makes

    periodic reports to that committee, and so I do think it's a cost

    savings and it's not duplicative of having a separate inspector

    general when you have an auditor general who can do these very same

    functions.

         So I think, Ms. Garcia, we are in agreement to, you are in

    agreement to eliminate that section, correct?

         >> MS. MARIA GARCIA:  Yes.

         >> MS. SIMONSON:  All right.  Moving on to Article XIII, which

    Ms. Garcia, you added, this would be a whole new article, it

    initially didn't have a title, so I gave it this title.  I don't

    think, Ms. Garcia, you and I had talked about that but you gave me





    some flexibility after our discussion to kind of add a title, and we

    will see if everybody agrees with this.

         So I eliminated some portions of this for the comments that I

    made here, because there are certain things that I think Ms. Garcia

    had picked up from some other university language that aren't quite

    applicable here, like the Accrediting Commission of Community and

    Junior Colleges, we are not a member there.

         So this is scaled back a little bit to actually not name the

    Higher Learning Commission, because at times there are different

    accrediting bodies, and you want this bylaw to be applicable for

    years, right?  So if you change the accrediting body, no reason to

    name the Higher Learning Commission, the HLC.

         So with those couple of explanations, open discussion?

    Ms. Garcia, well, first of all, are you satisfied, Ms. Garcia, with

    those changes?  And then we need to hear from the rest of the board.

         >> MS. MARIA GARCIA:  I'm fine with it.

         >> MS. SIMONSON:  Okay.

         >> DR. MEREDITH HAY:  I just want to understand.  So we did not

    have this in the previous bylaws, the accreditation section?

         >> MS. SIMONSON:  You did not.

         >> DR. MEREDITH HAY:  Why are we adding it?

         >> MS. SIMONSON:  Ms. Garcia, do you want to take that on?  I

    think you wanted to just emphasize the importance of this?

         >> MS. MARIA GARCIA:  Yes.  I just wanted to make sure that we

    are following the accreditation policies.





         >> MS. SIMONSON:  Ms. Hay, just to clarify, in the first comment

    I have there, the only reference that we have in the current bylaws,

    and it was added through consensus, I think, of the board in one of

    the prior meetings, is in the code of ethics, which is Article X.

         It just simply refers to the board that it shall participate in

    mandatory training on accreditation standards and the Higher Learning

    Commission criteria.

         You know, it may be, as I discussed earlier, it may be applicable

    there as here that we take out the HLC, we just do what we are doing

    here, if you want to, which is to just say the accrediting body

    instead of HLC.

         >> DR. MEREDITH HAY:  Yeah.  I would go further, Mary Ellen.  I

    don't think we need A, B, C, D, E, and F.  I think we can just keep

    the first paragraph and keep it at that.  I'm not sure of the purpose

    of the rest of it.

         >> MS. SIMONSON:  Okay.

         >> MS. CATHERINE RIPLEY:  I also had a question on A through F,

    because it's basically delineating the chancellor's duties, and in

    the board bylaws, we do have oversight.

         It just seems like a lot of extra verbiage, which should go

    without saying that we have oversight, and that accreditation is a

    priority to which we delegate to the chancellor.

         Board Member Clinco?

         >> MR. DEMION CLINCO:  Thank you very much.

         Again, I understand, Mary Ellen, the idea of removing the Higher





    Learning Commission, but I am a little concerned, the college has a

    whole panoply of different types of accreditations.  Many of these

    accreditations are optional and we pursue them.  An example would be

    for our police department.  We are in the process of pursuing

    accreditation for our college police department.  We are not

    accredited.

         But this really would then tie us to always trying to achieve

    accreditation or achieving accreditation standards for a host of

    different things that we may, for whatever reason, choose that that's

    not appropriate.

         I am just a little concerned, because I think the intent of this

    is about our overarching accreditation standards, which the

    institution has had ongoing problems with, as you know, over the

    years and we have had many visits from the Higher Learning

    Commission.

         That's one point of clarification.  I don't know what the

    resolution answer is.

         >> MS. SIMONSON:  Maybe you just put approved accrediting body,

    to your point.  So you are not just -- you can do that.

         >> MR. DEMION CLINCO:  Then isn't the accrediting -- I mean,

    isn't it also just implied in the accreditation standards, like the

    Higher Learning Commission, for example, they provide very explicit

    criteria of what is expected of the board?  I mean, it goes beyond

    our bylaws.  It's a standard of the institution, and whether we

    codify them in the bylaws or not, they are still required.





         So there is in some ways a redundancy because we are just

    restating something that is already a fact.

         >> MS. SIMONSON:  Sure.  I guess my reaction to that would be

    accreditation is such an important aspect of the college that it

    would seem to me that having just a short reference to that in your

    bylaws is very useful as a value, but that's just my opinion.  It's

    not a legal issue.

         >> MR. DEMION CLINCO:  Then I would just say I support the first

    paragraph.

         >> MS. CATHERINE RIPLEY:  Mr. Silvyn?

         >> MR. JEFF SILVYN:  Thank you.  Just a couple of thoughts about

    how to approach this.  One is, and Mary Ellen may or may not agree

    with me, I generally think the bylaws is a set of procedures for the

    board to regulate its own conduct.  Accreditation is really a

    regulation of the college in general.

         So the couple things I might suggest as alternatives is either

    keep this really simple and then perhaps at a later session what we

    ought to think about is a board policy on accreditation that would

    give directives to the college and the chancellor about what the

    board expects.

         The other possibility is -- I mean, so either don't have, you

    don't need an accreditation bylaw and have a board policy, or if you

    want to emphasize the importance, you keep having a very short

    statement and then move a lot of this into a board policy.

         Because a lot of this is really directed, I think how this is





    done, at what is expected of the chancellor, which could either go

    into the board policy on what the delegation of authority and

    responsibilities are to the chancellor, or if you really want to

    emphasize the point, we could make it a separate board policy.

         >> MS. MARIA GARCIA:  I'm in agreement with that.

         >> MR. JEFF SILVYN:  Which?  Do you want to keep a short

    statement with the detail in a board policy or --

         >> MS. MARIA GARCIA:  Yes.  That one.  A short statement with a

    board policy.

         >> MR. JEFF SILVYN:  Thank you.  Sorry, I was wondering if I was

    picking the right option.

         >> MS. SIMONSON:  Okay.  Is there consensus generally on that

    aspect?

         >> MS. CATHERINE RIPLEY:  Yes.

         >> MR. LUIS GONZALES:  Sounds good.

         >> MS. SIMONSON:  Sounds good.  All right.

         Okay.  Lets move on to almost...

         >> MS. MARIA GARCIA:  That's the last one.

         >> MS. SIMONSON:  Article XIV.  It was I guess originally titled

    general counsel, but here the purpose was to provide the board an

    opportunity to have independent counsel.  We talked about this

    obviously earlier.  I think Ms. Ripley made the point, we really deal

    with this later to the extent you wish to have this.

         I mean, I think Ms. Garcia understands the board already has a

    general counsel, and we discussed that the board already has the





    right to select independent counsel.  I'm a good example of that with

    the board.

         So with the understanding that Ms. Garcia wished to have this

    clarified, this is an edited version of this that simply says the

    majority of the board may vote to appoint an independent legal

    counsel when the board determines it is necessary to do so.  That's

    A.

         B would be the board shall conduct an annual review of the

    performance of the general counsel.

         Let's take A first.  Does anyone have any disagreement with A?

         >> MS. CATHERINE RIPLEY:  I just have a question.  Does the word

    "appoint" carry a lot of weight?  Should that actually say "retain"?

         >> MS. SIMONSON:  "Retain" would be fine.

         >> MS. MARIA GARCIA:  Yeah.

         >> MS. CATHERINE RIPLEY:  Dr. Hay?

         >> DR. MEREDITH HAY:  I think this new Article XIV is redundant

    and not necessary.  We don't do annual reviews of any employee except

    our one employee, which is the chancellor.  We do not do employee

    reviews.

         So I think the whole article needs to be scrapped.

         >> MS. CATHERINE RIPLEY:  A and B are completely different.  A

    gives the board the authority to retain outside counsel if and when

    necessary for whatever reason.

         B is a completely different topic.  It's the fact that we shall

    conduct an annual review of the performance of the general counsel.





         So is this too confusing?

         >> DR. MEREDITH HAY:  No, for me, we already have, item A, we

    already have that authority.  We don't need to put it in bylaws.

    Item B is not appropriate at all.  I think the whole article needs to

    be scrapped.

         >> MS. CATHERINE RIPLEY:  Well, wasn't this already in our

    bylaws?

         >> DR. MEREDITH HAY:  No, it's a new article.

         >> MS. CATHERINE RIPLEY:  Oh, it's a brand new article.  Well,

    yeah, I'm looking at it right now.  Sorry.

         It just went without saying we can retain our own counsel at any

    time?

         Board Member Clinco, you have a remark?

         >> MR. DEMION CLINCO:  Yeah, I just wanted to clarify I'm in

    agreement with Dr. Hay's position.  I think this article should be

    stricken.

         >> MS. MARIA GARCIA:  Well, I think that we need it, because,

    well, somehow, maybe it's not through this process, but I think we

    should evaluate how the general counsel is representing us.  I think

    that's important.

         >> MS. CATHERINE RIPLEY:  Any other comments?  Questions or

    remarks?  Mary Ellen?

         >> MS. SIMONSON:  No.  I think, Ms. Garcia, do you want to make

    any changes here?  We have already discussed earlier that the board

    does of course always have the right to retain independent counsel.





         So do you still believe that you want the board to vote in June

    on subsection A?

         >> MS. MARIA GARCIA:  Yes.

         >> MS. SIMONSON:  And it sounds like you also would like to

    retain subsection B for a vote?

         >> MS. MARIA GARCIA:  Mainly B.  If we could put B somewhere

    else, and as Dr. Hay said that she, that it's not appropriate, then I

    think that maybe perhaps we can readdress that, you know, or maybe

    the chancellor can give us something on that.

         >> MS. SIMONSON:  Is the chancellor still with us here?  No.

         >> MS. CATHERINE RIPLEY:  Board Member Gonzales?

         >> MR. LUIS GONZALES:  I agree with the B.  I think it should be

    removed.  It shouldn't be there.  Just remove it.

         >> MS. SIMONSON:  Are you fine with that, Ms. Garcia?  If we just

    remove this particular article and maybe rethink to some extent for

    some other time period or some other purpose subsection B?

         >> MS. MARIA GARCIA:  I will agree with that.

         >> MS. SIMONSON:  Okay.  All right.

         >> MR. LUIS GONZALES:  Good.

         >> MS. SIMONSON:  Thank you, Mr. Gonzales.

         Then moving on to the next section, proposal, is Article XV.  We

    are at the next-to-last one here.

         This does seem like, my recommendation, bottom line to Ms. Garcia

    was to defer this proposed revised bylaw in favor of the above

    approach, which basically is, you know, the whole law in Arizona and





    federally on whistleblower issues is extremely complex.

         So I gave you an example in that link of what Maricopa Community

    College does.  They have a very lengthy whistleblower protection

    policy.

         So this really is not, in my view, an appropriate bylaw to the

    extent that when you get to your policy revisions or any revisions in

    your policy, you may want to have a more substantive approach in your

    policies, but I don't think this legal issue belongs in your bylaw,

    and it certainly is so complex that I think doing something too

    simplistic is kind of dangerous, because you have a very specific

    statute in Arizona that has very complicated ramifications.

         So I would recommend, and I don't know after some thought,

    Ms. Garcia, if you agree with just deferring this to another time.

         >> MS. MARIA GARCIA:  I will agree to that, because as you said,

    it is rather complicated, and, yeah.

         >> MS. SIMONSON:  Okay.

         >> MS. MARIA GARCIA:  We want to do the right thing.

         >> MS. SIMONSON:  Great.  Anybody have any disagreement with

    that?

         >> MR. LUIS GONZALES:  No.

         >> MS. SIMONSON:  So then we get to the very last one.  Article

    XVI, vice chancellors.  I have quite a bit of discussion there that

    Ms. Garcia and I had.

         So I think that the bottom line here to me is because you have a

    very clear policy in BP 1.05, the delegation of authority to the





    chancellor, which very broadly states there what the authority is

    that the board has delegated to the chancellor, and broadly speaking,

    it is the day-to-day operations and decision-making of the operation

    of the college.

         This would seem to me to fall into that, and so you certainly

    wouldn't want -- this, meaning the decision by the chancellor on an

    operational basis, if he or she is not able to be present, who should

    take over the responsibility in the chancellor's absence.  That seems

    to me to be a discretionary operational decision by the chancellor

    and is very consistent with your current bylaws.

         So I would say that this is one where you would most likely want

    to really rethink subsection A.

         Ms. Garcia, I don't know, after some consideration, I know at the

    end of our discussions you were going to think about a number of

    things, are you comfortable with that, with eliminating subsection A?

         >> MS. MARIA GARCIA:  I'm not.  I still -- you know, the

    hierarchy of the college is the chancellor, the provost, and then it

    would be Dave Dori.

         The fact that we got a chief of staff, I mean, really the provost

    is the one that understands and is aware of the faculty and the staff

    and what's happening more directly.  I think it's disrespectful -- if

    the provost couldn't attend a meeting or something like that, you

    know, she should be able to, because isn't the provost supposed to be

    the person that if anything happened to the chancellor, she would be

    the next in line or he to lead the college?





         Isn't it to mentor them?  So why would you put somebody else in

    to take responsibility for the chancellor when he's not here?

         Only if and when that person is not available, or maybe if that

    person didn't have the expertise in that area, then I would agree

    with that, that he could appoint somebody else.

         It should always go to the provost.  So I will leave it open for

    you guys to give your opinion.

         >> MS. CATHERINE RIPLEY:  Thank you.  This is an interesting

    proposal, because again, I go back to this fairness and just, I don't

    think it's a matter of fairness or justness.  It's a matter of who is

    the right person in the absence of the chancellor, for whatever

    reason, to step up for anywhere between a day and weeks perhaps.

         But technically speaking, the provost is the head of the academic

    mission of the school, whereas, for instance, you mentioned the

    president of campuses is basically in charge of just that, the people

    and the campus, the facilities, the maintenance, and basically the

    overall day-to-day, doors-open, lights-on functioning of the school.

         So it's really a matter of who is best situated overall to have

    oversight and responsibility and accountability and authority for

    taking over these jobs.  It's a big job.

         But that's all I wanted to say about that.  I would like to open

    it up, looks like I'm not sure who went first, Dr. Hay or Board

    Member Clinco.  Dr. Hay?

         >> DR. MEREDITH HAY:  I will take a stab at this.  First of all,

    I need clarification, Mary Ellen.  Is this a new article or an





    existing article?

         >> MS. SIMONSON:  Yes, everything in red is the new one.

         >> DR. MEREDITH HAY:  I suggest we strike it entirely.  I don't

    think it's necessary or required, especially at Pima College when we

    have it pretty explicit in the policy handbook about delegation of

    authority upon the chancellor's absence.  I don't think it's

    necessary at all.

         It is not, Ms. Garcia, the same as full four-year universities

    where the executive vice president has duties as assigned in the

    chancellor's absence, but that's explicit to each institution.

         Here, the chief academic officer is not the appropriate

    necessarily person to take on the duties unless the chancellor deems

    it so.  So I think this is not necessary, and I suggest we strike the

    whole article.

         >> MS. CATHERINE RIPLEY:  Board Member Clinco?

         >> MR. DEMION CLINCO:  I would just say again, I think tinkering

    with the authority of the chancellor to try to make decisions when he

    is gone, in his absence, tying the hands of the administrators and

    leadership is not appropriate.  I would agree that striking the

    article is the way to go in this particular case.

         >> MS. CATHERINE RIPLEY:  Thank you.  Chancellor Lambert?

         >> DR. LEE LAMBERT:  Just wanted to clarify for everybody.  First

    of all, our current approach to this has not been a problem.  So what

    I usually do is I rotate with the provost, the president of campuses,

    and our executive vice chancellor for finance and administration.





         Sometimes one or more of them are not available.  So I go to the

    other person.  Again, it's not been an issue internally, because when

    I know I'm going to be gone, one of them is tapped to be in that kind

    of acting role, if you will.  And you saw that happen last week where

    I had Dr. David Dori step in in my shoes to do the board meeting.

         In the past I have also had the provost do that, if memory serves

    me correct.  So again, unless there is a problem you think you're

    trying to solve, I don't know that there is a problem to be solved

    here.

         >> MS. MARIA GARCIA:  I will meet with you separately and talk

    about this.

         >> DR. LEE LAMBERT:  I'd be glad to do that.

         >> MS. CATHERINE RIPLEY:  I thought I saw another hand up but it

    looks like it went down.

         >> MS. SIMONSON:  Okay.  And so, Ms. Garcia, just sticking with

    subsection A here, are you content to, based on particularly what the

    chancellor just said, that he sometimes rotates this with the provost

    and so forth, are you content to drop this now and just have a

    meeting with him to express whatever points you need to?

         >> MS. MARIA GARCIA:  I don't want to drop it, but I will still

    meet with him to discuss it.

         >> MS. SIMONSON:  Okay.  All right.

         And then moving to subsection B, just so we deal with that

    separately, initially you had added the language that included the

    word "recommend," the chancellor shall recommend to the board prior





    to the appointment, et cetera.

         For the reasons that are mentioned in the comment there, you and

    I discussed that the chancellor has the hiring authority, both

    pursuant to his contract and both pursuant to the board policies, and

    that's very standard in higher education for the president, the

    chancellor, to have that authority.

         So you said you would be comfortable with the word "consult" with

    the board prior to the appointment of vice chancellors.  That's a

    very different thing than having authority or eliminating the

    chancellor's authority.  Just consultation, while the chancellor

    would still retain the hiring authority, he would just hear from the

    board.

         So do you want to say anything further about that, Ms. Garcia?

    Have I represented that --

         >> MS. MARIA GARCIA:  You have done it very well.  Thank you.

         >> MS. SIMONSON:  So any commentary on this one?

         >> MS. CATHERINE RIPLEY:  Doesn't look like it.

         >> MS. SIMONSON:  Okay.

         >> DR. LEE LAMBERT:  Might I add here, again, "consult," not sure

    what that exactly means in terms of timeline.  So, for example, if we

    are doing a competitive hiring process for a vice chancellor, and I

    have to say to the person that we want to offer the job to, oh, I've

    got to go consult with the board first, and it takes me two or three

    weeks to talk to everybody, we may just lose the best candidate.

         Jeff, correct me if I'm wrong, we addressed this issue in prior





    years with the new system we put in place for, I guess in this case,

    myself to inform the board of positions that we have filled, as well

    as positions that have vacated.

         >> MR. JEFF SILVYN:  Right.  So in the past, the board used to

    vote on all hires, which created a host of problems, because the

    names of candidates were public before that was necessarily a good

    thing and it created this delay factor.

         That's why we changed to the current system where the board

    approves positions so the chancellor, if he wants to create a new

    position, has to explain why, what the duties are, and how it fits

    into the budget, but once that happens, the board delegates authority

    to the chancellor to conduct the recruiting process and make a

    decision.

         >> MS. CATHERINE RIPLEY:  Thank you.  Any other comments?  I

    don't see any.  Board Member Gonzales?

         >> MR. LUIS GONZALES:  It's only a comment in reference to

    Article XVI here.  I think I agree that we need to maybe have further

    discussion on this, further discussion on this.

         One of the comments that was made, I know that Mr. Lambert

    mentioned that they rotated the various chancellors.  Maybe in the

    near future, you could give us what has been those rotations of the

    chancellor's reference here, their position to fulfill your position

    temporarily.

         As you mentioned, the last one was Dr. Dori.

         >> MS. CATHERINE RIPLEY:  Chancellor?





         >> DR. LEE LAMBERT:  It seems like we are mixing two different

    issues.  A, I thought we agreed that in the case Board Member Garcia

    would meet with me to talk about A.

         B is a different matter altogether.  I just want to make sure I

    understand that these are two different things.

         >> MS. SIMONSON:  Mr. Gonzales, did you have any particular view

    on subsection B?

         >> MR. LUIS GONZALES:  No.  I think as was mentioned, I think

    it's two different matters as well, too.  But I think Ms. Garcia will

    inquire, as she mentioned a while ago, with you, Chancellor,

    reference to what can be, for further discussion between you guys.

         Thank you.

         >> DR. LEE LAMBERT:  Okay.

         >> MS. MARIA GARCIA:  Just one more comment on B.

         I know that the chancellor has talked about trying to fill

    positions.  But I would think that if we are being responsible, we

    would like to know who's being considered.  It wouldn't take more

    than a week or two, even if you were to send us an e-mail and we

    would keep it private, we wouldn't disclose who was being considered.

         I think that could happen.  I think you could work with us on

    that.

         >> DR. LEE LAMBERT:  So I don't have a problem with that.  In

    fact, the last time I made movement I sent all of you an e-mail to

    that point that you just made.

         So once I have everything sorted out, then I will send you an





    e-mail, all of you an e-mail, that this is my plans.

         But I also just want to caution all of you.  I go to meetings

    where a lot of my colleagues lament having a hard time finding people

    as well as a hard time keeping people.  We have been very fortunate

    at Pima.  We don't have a lot of movement, and we seem to have been,

    you know, I don't want to say immune, but we have kind of navigated

    this a little better than a lot of other places.

         I want us to just realize that things move quickly.  There is a

    lot of vacancies out there.  When we have talented individuals, I

    want to keep those talented individuals here at the college and not

    have them go somewhere else.

         It's shame on us if we do not act quickly enough, and then we

    lose talent because of a process versus, you know, having a good

    outcome.

         >> MS. CATHERINE RIPLEY:  Dr. Hay?

         >> DR. MEREDITH HAY:  Yeah, I would just say any such

    conversations between the chancellor and the board regarding hiring

    of senior executive officers would be happening in executive session

    anyway, would not be sent out by e-mail, and would be under absolute

    confidentiality via executive session.

         This article needs to be stricken, as I have previously said.

         >> MS. CATHERINE RIPLEY:  Thank you.  Board Member Garcia?

         >> MS. MARIA GARCIA:  No, I'm down.

         >> MS. CATHERINE RIPLEY:  I don't see any other comments.

         Mary Ellen?





         >> MS. SIMONSON:  Well, just so we have the proper guidance here,

    I think I asked you, Ms. Garcia, whether you still wanted to pursue

    subsection A for a board vote in June, and I think you said yes.

    Correct?

         >> MS. MARIA GARCIA:  Correct.

         >> MS. SIMONSON:  Do you still want to pursue for a public vote

    subsection B?

         >> MS. MARIA GARCIA:  Yes.

         >> MS. SIMONSON:  Okay.  So maybe you and I can work on -- we can

    have a separate conversation about whether there is any way to

    restructure some of the language.

         Chancellor, on subsection B, it sounds like you already consult

    with the board in executive session before you --

         >> MR. LUIS GONZALES:  No.

         >> DR. LEE LAMBERT:  Not always, but like I said, my last time,

    it's always under that cloak, right?  I sent an e-mail to all the

    board members, here's my planned changes as relates to top-level

    administrators.

         And I'm getting ready to do something similar probably in another

    few weeks.  But I'm not there yet.

         >> MS. SIMONSON:  So just on B, just so we can kind of get the

    proper guidance here, do you have any objection to consultation and

    including that within the bylaws?

         >> DR. LEE LAMBERT:  My thing is I will inform the board.  I just

    don't want to be held up to making a decision till after





    consultation.

         >> MS. SIMONSON:  Okay.

         >> DR. LEE LAMBERT:  I mean, obviously it's the board's decision,

    but just know the risk if I have to wait until I consult, we could

    lose candidates, and it is -- you know, it's hard out there, more

    than what people realize.

         We, like I said, have been very fortunate.  But I can take you to

    some colleges where they still can't find HR or IT people.  They are

    having a hard time, even when they fill something, people are just

    not as experienced.

         We have been fortunate so far.

         >> MS. SIMONSON:  Okay.  All right.  That's helpful.

         Maybe I will talk with Mr. Silvyn after this on this particular

    aspect so that if it's going to go to a board vote in June, as

    Ms. Garcia intends, we might be able to come up with something that

    might be more appropriate.  But I will have a sideline conversation

    with Mr. Silvyn on that.

         Is that okay, Jeff?

         >> MR. JEFF SILVYN:  Sure.

         >> MS. SIMONSON:  Good.  I think we are at the end of our session

    here.  Remarkably, it is 6:00.

         >> DR. LEE LAMBERT:  6:00.

         >> MS. SIMONSON:  So I want some credit here for the last two

    meetings.  We finished on time (laughter).

         >> DR. MEREDITH HAY:  Good job, Mary Ellen.  Way to go.





    (Applause.)

         >> MR. LUIS GONZALES:  Thank you, Mary Ellen.

         >> MS. MARIA GARCIA:  I just want to thank you for consulting

    with me and going through and having the patience.  Thank you so

    much.  You have done a great job.

         >> MR. LUIS GONZALES:  Thank you.

         >> MS. MARIA GARCIA:  I really appreciate it

         >> MS. SIMONSON:  Thank you very much.  And I'm really kidding

    about giving me credit.  You're all wonderful.  You zipped through

    these.  I think the dialogue was very good.

         It's been a pleasure working with you, and Katie and I will get

    you the totality of the proposed bylaws well in advance of the May

    27th deadline so that you have them in plenty of time to look at

    before the June meeting.

         Thank you very much.

         >> MS. CATHERINE RIPLEY:  Thank you so much, and thank you,

    everybody, for joining in, tuning in, and most importantly, thank

    you, Mary Ellen and the board for taking the time to do your

    homework, study, and get to this point where we can publish our

    bylaws by the June meeting.

         With that, if there are no other comments, this study session is

    now adjourned.

         Thank you.

         (Adjourned at 6:02 p.m.)





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