MEETING OF THE BOARD OF GOVERNORS

MINUTES

December 14, 2018

University of North Carolina System Office
Center for School Leadership Development, Board Room
Chapel Hill, North Carolina

Call to Order
The Board of Governors met in regular session on December 14, 2018, in the Board Room at the Center for
School Leadership Development, Chapel Hill. Chair Smith called the meeting to order at 11:00 a.m.

Invocation
Chair Smith called on Mr. Parrish, who gave the invocation.

Roll Call
Secretary Burris-Floyd called the roll. The following members were present:
Darrell T. Allison Ann Maxwell
W. Louis Bissette, Jr. Wendy F. Murphy
Kellie Hunt Blue Anna S. Nelson
Pearl Burris-Floyd Bettylenah Njaramba
C. Philip Byers R. Doyle Parrish
Carolyn L. Coward David M. Powers
N. Leo Daughtry Randall C. Ramsey
Thomas H. Fetzer Robert A. Rucho
H. Frank Grainger O. Temple Sloan III
James L. Holmes, Jr. Harry L. Smith, Jr.
Joe T. Knott William A. Webb
W. Marty Kotis III Michael L. Williford
Steven B. Long

The following members were absent:

Robert P. Bryan III (participated by phone) Thomas C. Goolsby (participated by phone)
Walter C. Davenport J. Alex Mitchell

State Ethics Act

Chair Smith stated that under the State Ethics Act, members have a duty to avoid conflicts of interest and
appearances of conflicts and asked if anyone had a potential conflict. Mrs. Coward abstained from Item 4i. –
Disposition of Property by Ground Lease – UNC Chapel Hill. Mr. Powers and Mr. Holmes abstained from Item
4e. – Authorization of Ground Lease – NCCU.

Expectations of Conduct
Chair Smith reminded everyone of the expectations of conduct during meetings of the Board of Governors as set
forth by the Board.

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President’s Report
President Spellings stated that this marked her final report to the Board of Governors as president of the
University of North Carolina System. She spoke about the challenges facing public higher education. She stated
that the responsibility of the UNC System always has been and will continue to be to tackle the tough issues with
candor, professionalism, and with the best interest of our students in mind and, through it all, to remain true to
our values. For President Spellings’ complete report, please see Appendix A.

Consent Agenda Items

Chair Smith entertained a motion to approve the consent agenda Items listed as Item 4. Mr. Daughtry moved and
the motion was properly seconded. The motion carried.

Minutes
a. Minutes of October 26, 2018
b. Minutes of November 1, 2018
c. Minutes of November 9, 2018

Committee on Budget and Finance

d. 2019 Non-Appropriated Capital Improvement Projects Appendix B
e. Authorization of Ground Lease – NCCU Appendix C
f. Disposition of Property by Easement - ECU Appendix D
g. Disposition of Property by Easement/Right-of-Way – ECU Appendix E
h. Disposition of Property by Demolition – UNC-Chapel Hill Appendix F
i. Disposition of Property by Ground Lease – UNC-Chapel Hill Appendix G
j. Capital Improvement Projects – Appalachian, ECU, ECSU, NCCU, NC State, UNC Asheville Appendix H
UNC Chapel Hill, UNC Greensboro, UNCSA, and NC Arboretum

Committee on Educational Planning, Policies, and Programs

k. Authorization to Establish UNC System Degree Programs – UNC Greensboro Appendix I
l. Authorization to Discontinue a Program – UNC Greensboro Appendix J

Committee on Personnel and Tenure

m. Executive Performance Incentive Plan Amendments Appendix K

Report of the Committee on Budget and Finance

Mr. Sloan, chair of the committee, reported that at its meeting earlier in the day, the committee heard a
presentation on information related to the 2019-2020 tuition and fee process. The institutions are submitting
tuition and fee proposals, which will be presented to the Board at its next meeting. The full Board will vote on
the matter in March 2019.

Next, the committee considered and approved routine and administrative transactional items. The committee
approved the items and voted to place them on today’s consent agenda (see Appendices B – H).

Lastly, the committee discussed the proposed delegation of authorities to the boards of trustees, the president,
and chancellors. The committee agreed on the draft proposal and the final version of the proposal will be
presented to the committee at its meeting next month.

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Report of the Committee on Educational Planning, Policies, and Programs
Mrs. Nelson, chair of the committee, reported that at its meeting earlier today, the committee approved the
establishment of both a new degree program (see Appendix I) and the discontinuation of a degree program (see
Appendix J) at UNC Greensboro. The committee also received the Annual Report on the North Carolina Teaching
Fellow Program. The committee reviewed the recommendations made by the boards of trustees related to the
committee, and decided not to move forward with the recommendations at this time.

Lastly, Mrs. Nelson highlighted one of the committee’s major accomplishments this year related to the Strategic
Plan. The institutions have met or exceeded the first-year targets on eleven of the twelve metrics prioritized in
the Higher Expectations: Strategic Plan for the University of North Carolina 2017-2022. She also noted that the
System has also already exceeded its five-year targets on two metrics, which include the graduation rate increase
of almost five percent over the baseline. The current graduation rate of seventy percent was significantly higher
than the national average for public universities, which stands at sixty-two percent. The committee was thrilled
with the results and commended President Spellings, the UNC System leadership, the chancellors, faculty, staff,
and students on this achievement.

Report of the Committee on University Governance

Mr. Powers, chair of the committee, reported that the committee met on December 7, 2018. The committee
continued discussion on a proposed draft of UNC Policy 100.3 – Waivers from University Policies, Regulations,
and Guidelines. The proposed policy will create a formalized process for our constituent institutions to request a
waiver from a policy, regulation, or guideline. The committee approved the policy and the policy will be presented
to the full Board at a future meeting.

In closing, Mr. Powers thanked the members who have or will be participating in one of the campuses 2018 fall
commencement ceremonies to bring greetings on behalf of the Board of Governors.

Chair’s Report
Chair Smith announced that the Board would like to recognize President Spellings’ leadership. He called on Mr.
Bissette, who served as the chair upon President Spellings’ arrival, to lead the Board’s resolution. Mr. Bissette
introduced a resolution honoring President Spellings and her outstanding leadership during her tenure as
president of the University of North Carolina (see Appendix L).

Motion: Resolved, that the Board of Governors express its gratitude and deepest appreciation to President
Margaret Spellings for her extraordinary contributions to the University, the state, and the nation, and that upon
conclusion of her service, Margaret Spellings be designated as President Emerita of the University of North
Carolina.

Motion: W. Louis Bissette, Jr.

Motion carried
******

Secretary Burris-Floyd stated that the printed motion to go into closed session was in the Board members’ folders.
She moved that the Board go into closed session as set forth in the written motion, pursuant to Sections 143-
318.11(a)(1), (a)(3), and (a)(6) of the North Carolina General Statutes. The motion was properly seconded and it
carried.

The Board went into closed session at 11:25 a.m. and returned to open session at 2:20 p.m.

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Report of the Committee on Personnel and Tenure
Mrs. Murphy, chair of the committee, recognized Vice President Joanna Carey Cleveland and thanked her for her
service to the UNC System. Ms. Carey Cleveland will be stepping down from the University next month to assume
the role of vice president and university counsel at the University Puget Sound.

Mrs. Murphy spoke about the new state statute requiring additional Board oversight on certain salary and
position requests. The committee continued discussion on a statement supporting the repeal of the requirement
and will forward it to the Committee on Public Affairs for inclusion in the UNC System’s legislative priorities for
2019.

Next, the committee heard an update on Western Carolina University’s chancellor search as well as an update on
the search for the position of director and general manager at the UNC Center for Public Television. The
committee continued discussion on potential delegations to institutional boards of trustees involving grievances,
faculty appeals, and salary pre-approval delegation. Related to additional delegation to boards of trustees, the
committee will also consider a proposal to modify the board’s role in salary increases and change the emphasis
from the size of individual salary increase to the salary’s relation to established market data. The committee will
receive an update on the planned constituent institutions peer grouping study at a future meeting. The
committee also reviewed routine transactional reports.

The committee considered changes to Executive Performance Incentive Plan Amendments to make it broadly
applicable to the individual serving in the capacity as president of the University. The committee voted to approve
the item and placed it on today’s consent agenda (see Appendix K).

The committee considered a recommendation from President Spellings to appoint the next CEO for UNC Health
Care System.

Motion: Resolved, that the Board of Governors accept President Spellings’ recommendation to appoint Dr.
Wesley Burks, as the next CEO of UNC Health Care System, Dean of the UNC School of Medicine, and Vice
Chancellor for Medical Affairs at UNC-Chapel Hill.

Commenting on the appointment, President Spellings noted that Dr. Burks is the right person to lead UNC Health
Care at a time of tremendous and unprecedented change in the health care industry. The Board congratulated
Dr. Burks on his appointment and looked forward to working with him.

Motion: Wendy Murphy

Motion carried

Next, the committee reviewed a request from NC State University to allow the men’s head basketball coach, Kevin
Keatts, and head football coach, Dave Doeren, to participate in the Senior Athletic Employee Retirement Program.

Motion: Resolved, that the Board of Governors vote to approve the employment agreements for the above
named coaches that permit participation in the Senior Athletic Employee Retirement Program in the amounts to
be determined by the chancellor subject to prescribed annual caps.

Motion: Wendy Murphy

Motion carried

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Finally, the committee considered a recommendation from President Spellings for the next chancellor at Elizabeth
City State University.

Motion: Resolved, that the Board of Governors accept President Spellings’ recommendation to elect Dr. Karrie
Dixon, as the next chancellor of Elizabeth City State University with the term beginning on January 1, 2019.

Motion: Wendy Murphy

Motion carried

The Board congratulated Dr. Dixon and Chair Smith commented that the Board is excited about the future of
ECSU under her leadership.

******
Chair Smith commented on UNC-Chapel Hill’s proposal on the disposition and preservation of the Silent Sam
monument that was submitted to the Board of Governors on December 3, 2018. He stated that the Board
applauded the recommendation from Chancellor Folt and UNC-Chapel Hill’s Board of Trustees regarding the
disposition and preservation of the Conferedrate Monument.

He further stated that the Board cannot support the current recommendation given the concerns about public
safety and the use of state funds for a new building or the proposal to expend $5.3 million, as cited in UNC-Chapel
Hill’s report entitled “Recommendation for the Disposition and Preservation of the Confederate Monument.”

He asked the following Board members – Darrell Allison, Jim Holmes, Wendy Murphy, Anna Nelson, and Bob
Rucho – to work in conjuction with Chancellor Folt and the UNC-Chapel Hill’s Board of Trustees to review the
options set forth in the report and offer a revised recommendation to the UNC Board of Governors by Friday,
March 15, 2019.

Next, Chair Smith called on Mr. Kotis for additional comments and Mr. Kotis offered the following motion.

Motion: Resolved, that the Board of Governors direct the Committee on University Governance to review existing
policies regarding student, faculty, and staff conduct and propose changes that set clear expectations for conduct,
provide for disciplinary review, and prescribe minimum sanctions including suspension, termination, and
expulsion for individuals who engage in unlawful activity that impacts public safety, including assault on law
enforcement officers, disobeying lawful orders of law enforcement officers, inciting riots, resisting arrest,
participation in a riotous act, and other acts of violence at any of the constituent institutions.

Motion: W. Marty Kotis III

Motion carried

In closing, Chair Smith stated that the next meeting of the Board of Governors was scheduled for January 25,
2019, at the Center for School Leadership Development in Chapel Hill. There being no further business, the
meeting adjourned at 2:40 p.m.

____________________________
Pearl Burris-Floyd, Secretary

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 APPENDICES
The Appendices are part of the official record of the meeting and are posted on the UNC System website at:
http://www.northcarolina.edu/apps/bog/index.php

Appendix A President Spellings’ Report

Appendix B 2019 Non-Appropriated Capital Improvement Projects
Appendix C Authorization of Ground Lease – NCCU
Appendix D Disposition of Property by Easement - ECU
Appendix E Disposition of Property by Easement/Right-of-Way – ECU
Appendix F Disposition of Property by Demolition – UNC-Chapel Hill
Appendix G Disposition of Property by Ground Lease – UNC-Chapel
Appendix H Capital Improvement Projects – Appalachian, ECU, ECSU, NCCU, NC State, UNC Asheville, UNC
Chapel Hill, UNC Greensboro, UNCSA, and NC Arboretum
Appendix I Authorization to Establish UNC Degree Programs – UNC Greensboro
Appendix J Authorization to Discontinue a Program – UNC Greensboro
Appendix K Executive Performance Incentive Plan Amendments
Appendix L Resolution Honoring President Margaret Spellings

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