APPROVED

IHETS Board of Directors

January 25, 2006 – 9:30am

IHETS Boardroom

Present: Patrick Alles, Independent Colleges of Indiana; Lloyd Benjamin, Indiana State (Chair); Jim Bottum, Purdue University; Mark Bruhn, Indiana University; Alan Cloe, Indiana Public Broadcasting; Hans Giesecke, Independent Colleges of Indiana; JoAnn Gora, Ball State; Ed Kinley, Indiana State; William Kramer, Ivy Tech; Vic Lechtenberg, Purdue University; Lee Llewellyn, Central Indiana Corporate Partnership; Michael Piper, INCOLSA; Katherine Ross, Indiana University; Mark Rozewski, University of Southern Indiana; O’Neal Smitherman, Ball State; Phyllis Usher, Department of Education

Dave Hensel, Sommer Barnard; Ron Lenz, Katz Sapper and Miller

Staff: Dave King, Tim Fisher, Rauf Khalid; Tim Ping; Kevin Siminski, Susan Scott, Lynn Ward, Julie Wheeler

 

President Benjamin called the meeting to order at 9:35am and introductions were made.

CHAIR’S REPORT

Executive Session – The group adjourned to Executive Session, with only Board members present, to hear updates from legal counsel and the auditing firm. 

 

Public Session –

Organization Review -

Benjamin reported that the organization review began in August, 2005 when the Board put together a review team to take on the task. He added that the internal team was presented with a lot of work and an aggressive timeline to complete the task.  Benjamin introduced members of the Internal Review Team and expressed appreciation for the work

Kramer noted that at the direction of the Board the original review team was augmented with an external review team and reviewed the membership of the external team.  Kramer also acknowledged the work of the staff during the process. 

The charge to the review team was to look at the consortium structure and its function, look at current and future services with associated business models needed to support those services; and look at governance structure and ways to be more accountable.

Kramer reviewed the methodology for the review.  The internal team relied on several resources for its analysis including an online survey of IHETS members and the users of the services.  A second survey was sent to individuals who had worked with IHETS in the past but are no longer directly involved.  The staff completed a draft self study, which tracks the evolution and history of the organization.  In addition, it identifies turning points for the organization.  In October, 2005, we sent the self study to the external team and they were asked to become familiar with IHETS, its operation and the issues that we were dealing with prior to their visit later in the month.   The external team was here for three days the last week of October, 2006 and engaged in an intensive interview schedule.  We received a verbal report on their recommendation prior to their departure and the final written document was received in December. 

Beginning in November, the Governance Subcommittee, chaired by Lechtenberg and the Services Subcommittee, chaired by Kinley began to meet using the results from the stakeholder surveys, the verbal report from external team and self study.  The review team as a whole received recommendations from those subcommittees and by the end of December, finalized recommendations for the Board of Directors.

Kramer continued his report by giving a brief history of the organization beginning with legislative action in 1967 to “provide for a broad dissemination of a wide variety of educational communications for the improvement and advancement of higher education opportunities.”  The technology base has evolved from microwave, to satellite, and now to the current Internet Protocol.  In addition, three council committees were formed including, Administrative, Program Development, and System Development.  The recommendations in this report mirror that original structure with operating committees of similar focus.  From the beginning, the system was designed to provide members opportunities for synergy and efficiency.  The consortium now includes 8 statutory higher education members involving approximately 77 campuses, and is committed to developing services for and with member institutions that can be better accomplished together than any institution can accomplish separately.

Kramer added that the review was initiated because of a timely need to align organizational structure and changing funding strategies with member needs and expectations for governance.  It is clear that as information and communication technologies become ever more critical to core functions across higher education, we must rely on institutional leadership and focus on highest priority services to its members.  Kramer stated that the recommendations presented with this report address both challenges, and reflect some of the evolution and history of the organization. 

Recommendations on consortium structure – Kramer stated that the review team was in agreement with the consortium structure and major functions of providing technical and e-learning services.  In terms of the services and associated business model, the recommendations have not brought closer to that area.  Although they provide a framework in the new governance structure to deal with the services that we need to continue to offer and how to fund them. 

The budget for 06-07, will allow us to operate another year offering the current services without raising fees for member institutions.  This will allow us some time to decide what we want to do with our services.  Kramer added that the governance structure issues have been dealt with definitively in the recommendations. 

Kramer turned to Lechtenberg for a report on recommendations that came out of the Governance Subcommittee.  Lechtenberg echoed the comments about the staff support throughout the process.  He stated that he learned a lot about IHETS and that he had worked with a great team.  Other members of the subcommittee included Llewellyn, Bonnell, Usher and Alles. 

Lechtenberg noted that team made an effort to address issues and questions that had been raised about governance, but in structuring and making recommendations to the Board remained mindful that the Board of Directors, or responsible entities, need to be structured in a way to allows them address two key functions: First, a sound management from the standpoint of fiscal and program accountability and efficient operations of the organization.  And secondly, it needs to be structured in a way that the members continue to feel ownership and have an opportunity to make sure that their voices are heard in addressing both of those functions. 

Lechtenberg reviewed the four recommendations from the Governance Subcommittee:

Recommendations #1 – Restructure the Board of Directors to improve responsiveness and accountability related to priority-setting, policy decision making and oversight. It should include a blend in terms of current expertise, including representation of Presidents and Chancellors, CIO’s and Provosts from member institutions as well as the State Superintendent of Public Instruction and the State CIO to make up a 13-member Board.   They are also recommending that two members of the Board should be from the newly-created Advisory Council and that these members would serve the function that previously was addressed by the IPBS and libraries representative (user community). 

In addition, they recommend that the Board form an Advisory Council with representation from a variety of education and technology stakeholders. They suggested that this group be charged with providing advice on the kinds of technologies on the horizon that impact education, educational issues that might be impacted by the effective use of technology, and be a group that can encourage the interaction and collaboration among member institutions.

They recommended that an Executive Committee be appointed that is made up of the Board chair and the chair of the three operating committees, to handle policy and operational issues between meetings of the Board and deal with any other duties directed by the Board. 

Establish a Nominating Committee that would be responsible for presenting to the Board suggestions and names of people to serve on the new Board and to play key roles in some of the other committees being suggested. 

Recommendation #2 – creates three operating committees, which would essentially eliminate the Management Committee.  These three committees would deal with financial, technology and programmatic products that are delivered by this partnership. 

They are also suggesting that the Board have the authority to create special ad hoc groups to deal with specific issues that might come up. 

Recommendation #3 – develop a new strategic plan

Recommendation #4 – suggests that the recommendation from the accounting firm Katz Sapper and Miller, be implemented to develop more accurate record keeping and inventory system for equipment.  That there be a bi-annual review and assessment of selected transactions by an external accounting firm. This would ensure that transactions are being tracked properly; policies are being followed and provide guidance as needed. 

Lechtenberg added that the external team suggested that IHETS consider pursuing 501C3 status. The governance team considered this and the conclusion was this something that the new Board should consider.  The subcommittee felt that with the new governance changes that are being recommended will address the accountability and leadership or oversight issues that were raised, and that it is a structure that could do this in the context of a 501C3 or the coalition of members.  The subcommittee felt that there were other issues to be considered before pursuing 501C3 status. 

Benjamin added that these recommendations stem from an examination of history and a lot of input from the external team weighing us against other forms of organizations that they have seen.  Secondly, we were compelled by the events of 2005 and discussions to address governance issues.  In addition, participation by university presidents had waned; increasingly representatives were attending for Board members, shifting much of the work out to the Management Committee.  Benjamin felt that the recommendations will contribute to sound management and that it will encourage broader participation by the individuals with the expertise. 

Giesecke moved that the four recommendations from the Governance Subcommittee be accepted.  Bottum seconded the motion. 

Discussion: Giesecke added that the key is involvement from all the constituencies and that the structure provides ways for the members to be involved in different ways.  He added that it will revitalize the organization and the structure.  Smitherman stated that it is crucial to determine how to identify the most appropriate individuals and the institutions are represented in the best way possible on these committees.

Gora added that the number of representatives might not as important as that those participants are knowledgeable and the best representatives for each institution. In addition, she expressed concern about the wording for the Board representation “not less than”.  She felt that perhaps we should add the wording “ideally to include not less than ….”   

Following discussion, Gora moved that the Board of Directors membership, as outlined in Recommendation #1 be amended to read, “7 representatives from public institutions (1 from each institutions ideally to include not less than 2 president or chancellors, 2 CIOs, 2 Provosts, or designees.)  Bruhn seconded the motion to amend the recommendation. 

The motion to approve the four recommendations from the Governance Subcommittee, as amended, was unanimously approved.

Services Subcommittee Report:  Kinley acknowledged members of the Services Subcommittee and thanked them for their work.  He reported that the charge was to look at current and future services. 

Kinley outlined the recommendations from the Services Subcommittee:  

Recommendation #5 – Extend existing IHETS services for the 2006-07 year, thereby providing a bridge period during which an in-depth needs analysis and alignment of services and resources can be conducted. 

Recommendation #6 – Establish 2006-07 service price guidelines that can be used by member institutions for budget preparation.

Recommendation #7 – For 2007-08 and beyond, develop a sustainable and predictable strategy built on three revenue streams: 1) state appropriation, 2) fee- or subscription-based service revenue, and 3) diversified revenue from alternate sources such as related activities and grants.

Recommendation #8 – Charge the IHETS operating committees—provided in the proposed governance structure—to develop a set of service-related metrics and service criteria to be used in a comprehensive review and recommendations of current and proposed services.  This should include use and performance metrics as well as a documented cost/benefit analysis at the individual service level.  All current and future services should be reviewed in this fashion.

Recommendation #9 – Initiate a statewide discussion about the future of e-Learning and its value to the State of Indiana.  The purpose would be to bring focus, clarity, visibility and voice to e-Learning and to help determine the appropriate support structures for e-Learning activities and functions within the broad educational community of the state. 

Gora moved that the recommendations from the Services Subcommittee be approved.  Usher seconded the motion.

Bottum moved that the bulleted items under Recommendation #7 be amended to read, “A diversified revenue stream should be pursued where opportunities exist to provide fee-paid services to extended audiences provided that there exists an appropriate education and research connection and that the provision of such services doesn’t compete against other ….”   Smitherman seconded the motion to amend Recommendation #7. 

Following the discussion, the Services Subcommittee Recommendations #4-9 were unanimously approved as amended.

 

Kramer reported on Recommendation #10 which states, the Board of Directors should develop a communications and advocacy strategy for IHETS that effectively communicates to legislators and other decision makers: a) the benefits and positive contributions that result when technology is used to deliver educational products and services and b) the need for an appropriate level of state funding for education technology. 

The review team identified a need for strategic communication about the value and effectiveness of IHETS, and was reinforced by the external team. 

Following discussion, Piper moved that Recommendation #10 be approved, Giesecke seconded the motion and it passed unanimously.

 

Benjamin noted that in order to stay on track with budget planning at the institutions, we need to move quickly to appoint members to the Nominating Committee.  He suggested that as the current chair of the Board, he would service as Chair of that Nominating Committee, along with Kramer, Kinley, Lechtenberg and Giesecke.  The Nominating Committee would begin the process of appointing new Board members. The new Board would have the responsibility of identifying members to the other committees. 

ANNOUNCEMENTS

Benjamin read the following:

A Resolution Honoring Dr. William D. Kramer

WHEREAS William D. Kramer has represented Ivy Tech Community College of Indiana on several committees of the Indiana Higher Education Telecommunication System for over fifteen years, and

WHEREAS Dr. Kramer has provided leadership in chairing the IHETS Management Committee for the past five years, and

WHEREAS Dr. Kramer has taken on additional responsibility in leading a major strategic review of the organization in 2005, and

WHEREAS Dr. Kramer has been an articulate and persistent advocate for interinstitutional collaboration in strengthening access to postsecondary education in Indiana, and

WHEREAS Dr. Kramer has retired from his position as Vice President for Educational Services and Planning at the end of 2005, NOW THEREFORE BE IT RESOLVED:

That the IHETS Board of Directors congratulates Dr. Kramer on his retirement after so many years of educational leadership in Illinois and Indiana, AND BE IT FURTHER RESOLVED

That the IHETS Board of Directors expresses on behalf of the whole organization its deep appreciation for Dr. Kramer’s exemplary service to IHETS over the years and directs that this resolution be spread upon the minutes of the January 25, 2006, IHETS Board of Directors meeting.

The resolution was adopted unanimously by the IHETS Board of Directors.

 

With no further business to discuss, the meeting adjourned at 11:40am.