Pima Community College

20201611 transcript

















         November 16, 2020 Study Session...

         >> MR. DEMION CLINCO:  Welcome to the Pima Community College

    Governing Board special session, which is an open session for board


         We are very excited we have three outstanding presenters who are

    going to engage with us over the course of the day.

         Chancellor Lambert, I'm going to hand it to you to talk a little

    bit about the purpose and overview.

         Chancellor Lambert?  Before we do, I want to welcome our board

    member-elect, Catherine Ripley.

         >> MR. LUIS GONZALEZ:  Welcome.

         >> MR. DEMION CLINCO:  Congratulations.  We really look forward

    to working with you.  Welcome, and thank you for taking the time to

    help participate.

         >> MS. CATHERINE RIPLEY:  Thank you.

         >> MR. DEMION CLINCO:  Chancellor Lambert?

         >> DR. LEE LAMBERT:  Good afternoon, everybody.  Special thanks

    to Cat for joining us this afternoon.  I know you didn't have to, but

    we really appreciate you being able to participate in board

    professional development.

         This afternoon's focus will be on three interrelated areas.  One

    is just a refresher on open meetings and exec session, along with a

    conversation about the board's role from the Higher Learning

    Commission's perspective.


         Then we're just going to get in and do a brush-up with Pam Fisher

    in terms of good board practices and the like.  And hopefully, as we

    get through this afternoon's presentation, we walk away with some

    action plan as we go forward into the upcoming calendar year.

         So with that, Demion, I will turn it back over to you to begin

    our first presenter.

         >> MR. DEMION CLINCO:  Okay.  So our first presenter today is

    Danee Garone, sorry if I'm mispronouncing that, who is a staff

    attorney with the Arizona Ombudsman, Citizens' Ombudsman, and I'm

    going to turn it over to you.

         >> DANEE GARONE:  Hi.  Can everyone see my presentation?

    Excellent.  My name is Danee Garone.  It's spelled weird, so I

    understand if it looks strange when you see it.

         I'm going to talk briefly about the Arizona Open Meeting Law, but

    real quick, who do I work for?  I work for the Arizona Ombudsman's

    office.  We are a state agency.  We are part of the legislature.

         Typically what we do, most of our work is we take and investigate

    complaints against state-level agencies, but when it comes to the

    Open Meeting and Public Records Law, our authority extends down to

    the more local level, as well, so to counties, municipalities, school

    districts, universities.  And other public higher learning are exempt

    from our authority, so we don't have direct authority to investigate

    entities like yourselves, but part of our responsibility under the

    law is to educate the public and public officials on Public Records

    and Open Meeting Law, which is why I'm with you today.


         If you ever have a question about the Public Records Law or Open

    Meeting Law, feel free to give me a call and bounce things off of me.

         So real quick, who has to comply with the Open Meeting Law?

    Public bodies, which are basically defined as multi-membered

    governing entities, so your councils, your boards, your commissions,

    state-level entities all the way down to little political

    subdivisions.  So your Governing Board absolutely would be a public

    body subject to the Open Meeting Law.

         The definition of public body also includes standing committees,

    special committees, advisory committees, and subcommittees.

         So what does that mean?  If your board, your Governing Board,

    creates one of these types of things, it is going to be its own

    public body subject to the Open Meeting Law.  So your standing

    committees, your subcommittees, they themselves are public bodies

    that need to comply with the Open Meeting Law.

         The Open Meeting Law goes a little bit further and specifically

    defines advisory and subcommittees.  Usually we have an idea of what

    is meant by standing and special committees, but what are advisory

    and subcommittees?  Basically no matter what you call it, it's any

    entity your public body creates on motion and vote or by the

    presiding officer of the public body.

         So if your board says, hey, the three of you get together and go

    work on this issue and report back to us, that three-person entity,

    no matter what you label it, is either an advisory or subcommittee

    subject to the Open Meeting Law.


         Who enforces the Open Meeting Law?  Generally the main game in

    town is the Arizona Attorney General's office.  They receive

    complaints, and they will investigate and then they might put

    pressure on you to do X, Y, Z if they find that you're not complying

    with the Open Meeting Law.  Usually that will take the form of admit

    you were wrong and get some training.

         Very rarely do they take it further, even though they can.  They

    can take your public body to court to enforce the Open Meeting Law,

    and they, the attorney general's office, is the only entity in the

    state under some changes made in the Open Meeting Law a couple years

    ago that can take you as an individual member of your public body to


         Board Member Smith, you can be taken to court for violating the

    Open Meeting Law by the attorney general's office.

         Does that happen?  Very, very rarely.  Usually you have to show a

    repeated disregard for the Open Meeting Law or you have to be doing

    something intentionally sneaky to avoid it.  Usually there has to be,

    you know, basically reckless negligence or intentional violations of

    the Open Meeting Law for that to happen.

         But if that does happen, it's going to be bad for you.  It's not

    going to be a pleasant experience.  It's a good motivating factor for

    complying with the Open Meeting Law.

         Additionally, the county attorneys throughout the state can

    enforce the Open Meeting Law.  They can take your public body to

    court to have a judge say what you're doing is violating the Open


    Meeting Law and to rule to get you to do something.  And then lastly,

    individuals can take you directly to court as a public body to

    enforce the Open Meeting Law.

         Then again, usually public bodies may hear from our office.  We

    don't have enforcement authority, but we do have broad investigative

    authority and the authority to report our findings publicly.  But

    again, we don't have jurisdiction over the community college

    districts.  You probably won't be hearing from me.

         So what's a meeting?  Generally we are having a meeting right

    now.  We know what the colloquial version or definition of meeting

    is.  But of course it has a more complicated legal definition.  The

    Open Meeting Law basically defines meetings so it has two prongs you

    have to meet to be having a meeting.

         First, you have to have a gathering in person or through

    technological devices of a quorum of your public bodies.  You have to

    have a quorum gathering.  And second, you either need to be

    discussing, proposing, deliberating, or taking legal action.

         So if you have a quorum present, and you're basically discussing

    or acting on anything that could foreseeably come before your public

    body for action, you're having a meeting, the Open Meeting Law


         If you don't meet both of these prongs, you're probably not

    having a meeting, the Open Meeting Law probably doesn't apply.

         The definition is augmented by the legislature a couple years ago

    to include this new language.  This really didn't change the game.  I


    think everyone who works with the Open Meeting Law had always

    inferred that this was basically in the definition of meeting, but

    for whatever reason the legislature decided to make it official and

    put it in there.

         So now you're also having a meeting subject to the Open Meeting

    Law if you make a one-way electronic communication to a quorum of

    your public body in which one of your members is proposing legal

    action or if you have a multi-way exchange of communication about

    official business amongst the quorum of your public body through

    electronic means.

         So basically, if you propose legal action amongst the quorum of

    your public body through e-mail or Twitter or whatever, you're having

    a meeting.  If you have a multi-way discussion through those same

    means, you're having a meeting subject to the Open Meeting Law.

         If you think about it, that all makes sense in light of what was

    previously the only meat of the definition, but now it's been

    augmented to explicitly include that extra bit.  But I don't think

    that substantively changes the Open Meeting Law.

         Usually you have to do all your meeting public.  You have to

    allow the public to attend.  The public has to be able to see and

    hear what you're talking about.  You need to have an agenda of

    exactly what you're going to be doing.  That's the core of the Open

    Meeting Law.

         However, the legislature has made an exception to that in the

    form of what are known as executive sessions.  Basically the Open


    Meeting Law says you can tell the public you're going to have one of

    these, and then you get to go into private and have private

    discussions about whatever the topic is.

         So you tell the public you're having an executive session on

    whatever general topic, and you tell them what part of the statute

    enables it.  Then you get to have your discussion in private.

         So when you decide to have one of these, you must exclude the

    public.  So you don't get to then pick and choose who gets to know

    what is being said and who doesn't.  You have to exclude the public

    as a whole.

         There are seven types of executive sessions.  They are laid out

    in ARS 38-431.03, and whenever you have an executive session, it

    needs to fit neatly into one of those seven types.  You're not

    supposed to, according to the courts, interpret those seven broadly

    and generally so that you're squeezing whatever types of

    conversations in.  It needs to be pretty on point for the way the

    statute describes each of the seven.

         If you're going to have an executive session, it needs to be

    indicated on a public notice or agenda, so you don't just get to have

    a secret executive session that nobody knows about.  You have to tell

    the public it's going to happen the way the Open Meeting Law

    specifically requires that you generally provide notice in the


         You need to have a public vote to go into executive session, so

    you need to vote in front of everybody to go into a particular


    executive session.  And you must, again, you must keep the discussion

    confidential.  Once you have one of these, you can no longer tell the

    public, no matter what, what was being said in executive session.

         So if you have an executive session, don't then later tell your

    friend down the street what was said in executive session by another

    board member.  Don't tell one of your constituents.  Do not tell


         You're not allowed to take a legal action in executive session.

    What's a legal action?  Any collective decision.  So if you find your

    board or your committee deciding what to do on a particular issue

    while in executive session, you're almost certainly violating the

    Open Meeting Law.

         Lastly, even though they are not going to be public, you need to

    have minutes or recording of your executive sessions.  Something to

    keep in mind, just because you can have an executive session, should

    you?  That's up to you to decide.  Sometimes the public gets

    suspicious, why are they going into private to talk about this issue?

    What are they going to say?

         Is whatever benefit you're gaining from having the executive

    session worth whatever the increase in public suspicion and

    skepticism is?  Something to keep in mind.

         Who gets to be in executive session?  All the members of your

    public body.  So if your Governing Board is meeting and your

    Governing Board has, say, seven members, those seven members get to

    be there.


         If you're having a personnel discussion, which is one of the

    seven types of executive session, there is nothing that specifically

    prohibits you from having that person there, although it's not


         The auditor general can be there if they are conducting an audit.

    Then any other individuals whose presence is reasonably necessary to

    carry out the executive session.  Having your attorney there, that

    usually makes sense, especially if you're getting legal advice or

    dealing with some legal issue.

         If you have a staff member who takes your minutes, that person

    being there is reasonable and makes sense.  Your friend Bill down the

    street has never been part of government, wants to see how an

    executive session works, that's not going to cut it.  He doesn't get

    to be there.

         It's not specifically required, but I would suggest putting on

    the record, so in your minutes or whatever other official record you

    have, indicating who was in the executive session, beyond the

    obvious, beyond your board members and maybe your attorney, and

    explain why that person needed to be there.

         So if, for some reason, you have an unusual person showing up to

    one of your executive sessions, I would indicate that and explain why

    they are there.  I think that's a best practice.

         Some things to avoid when it comes to executive sessions, do not

    talk about it.  I always make this super corny joke, but I think it

    makes sense.  If you've ever seen the movie Fight Club, you'll


    remember that the first rule and the second rule are don't talk about

    Fight Club.  Same thing with executive sessions.  Do not talk about

    what was said in the executive session.  Do not tell your wife, do

    not tell your husband, do not tell anybody.

         Your chair, the chair of your public body is specifically

    required by the Open Meeting Law to remind you every time you have

    one of these that it's confidential and not to reveal what is said in

    executive session.

         Then again, I know I'm a broken record but it bears repeating, do

    not take a legal action in executive session.  You can discuss, for

    instance, whether to fire an employee in executive session, but if

    you want to then actually do it, you need to have a public vote.  You

    need to either after the executive session or a future meeting

    convene in public and explicitly vote to fire that person.  You

    cannot vote to do it in executive session.

         I mentioned the executive session minutes or recordings are

    confidential, so then why do we even have them?  Well, if somebody

    sues you and says you had an improper executive session, it wasn't

    allowed, this is how you prove your case.  You bear the burden of

    proof when you get dragged to court.

         Basically you're on defense when someone makes this type of

    allegation and takes you to court.  So having your minutes or

    recording are your proof to share that you didn't have an improper

    executive session.

         What these minutes have to have, pretty normal stuff.  Date,


    time, where you met, which members were there, which members were

    not, general description of what you were talking about or what you

    were considering.  If you give instructions, some of the types of

    executive sessions allow you to give general instructions to a lawyer

    or a representative.  If you decide to do that, for instance, you

    tell your lawyer, go see if they will settle the lawsuit for up to a

    million dollars, well, indicate those instructions in the minutes or

    the recording, and then put whatever else you think are appropriate

    in the minutes or recording and then keep them confidential.

         Somebody says I'm making a public record request, this is a

    democracy, let me see those minutes, you say, no, sorry, I'm

    violating law if I give them to you.  ARS 38-431.03 (B) says I cannot

    give them to you.  And that's the end of that.

         Someone who does get to see those minutes or recordings for

    executive session?  If, say, it's your Governing Board, all the

    members of the Governing Board get to see the minutes for the

    executive session.  If you have a personnel discussion, so if you're

    discussing whether to hire, fire, promote, demote, what have you, one

    of your employees, that employee or perhaps ex-employee is entitled

    to see the minutes or the recording for the executive session as it

    pertains to them.

         So if you have two different executive session discussions and

    only one has to deal with their employment, that's the portion they


         The auditor general, in connection with an audit.  And then any


    of the oversight agencies when they're investigating an Open Meeting

    Law complaint.  County attorney, attorney general, ombudsman office,

    a court, we all would get to see those minutes or those recordings.

         If you ever find yourself thinking, hmm, the Open Meeting Law

    sure is a pain, what sneaky, creative things can I do to get around

    it, you're probably violating the Open Meeting Law.  It's not a set

    of challenges to be overcome by creativity and clever legal thinking.

         It's a general principle of open government that the legislature

    has decided the public gets to generally see what we're doing and how

    we're doing it.

         So if you do what's known as splintering the quorum, a/k/a a

    fancy game of Telephone, you're probably violating the Open Meeting

    Law.  What does that look like?  Say you have five members on your

    board, so a quorum is three.  Member A sends a letter to member B who

    explains what the two of them talked about, a letter to member C, so

    it's reached a quorum.  Even though that didn't happen simultaneously

    or verbally, it would be a meeting and it would violate the Open

    Meeting Law.

         Similarly, don't shoot an e-mail to the rest of your board

    members saying, hey, how are you all going to vote at the next

    meeting on topic A?  If someone hits reply all and tells you, it's

    probably a violation of the Open Meeting Law.

         Again, doesn't matter if it's verbal or nonverbal, you can

    violate the Open Meeting Law in writing.  You can do it in sound

    recordings, you can do it in smoke signals or clay tablets.  If you


    can communicate human thought, you can use it to violate the Open

    Meeting Law law, and it doesn't need to be simultaneous.

         There is an AG opinion from 2005 which I don't think is very

    controversial these days if it ever was, basically saying you can't

    use e-mail to get around the Open Meeting Law.  If you can't do it

    verbally, you can't do it through an e-mail.

         Same thing goes for other electronic communications.  Watch out

    for Twitter, Snapchat, Instagram, web page postings, web fora, if you

    have a comment section on your board's website and multiple board

    members are going back and forth about something at the next meeting,

    arguably you might be creating a situation for an Open Meeting Law

    violation.  If your whole board is having a discussion about board

    business through an Instagram chat, you're violating the Open Meeting

    Law, all that type of stuff.

         A few examples, say you have a five-member board, three is a

    quorum, if three triggers the Open Meeting Law, imagine member A

    sends an e-mail to two of the other members and one of those two hits

    reply all, and that's on a business-related thing, so it's about

    board business.  That was a discussion or consideration amongst the

    quorum, therefore, you triggered the Open Meeting Law, you violated

    the Open Meeting Law.

         Does it matter if you're sharing facts versus opinions as to

    whether you triggered the Open Meeting Law?  Probably not.  If you

    looked at the definition of meeting that I touched on a few minutes

    ago, deliberation is one of the things that triggers it when you have


    a quorum.  You look at a dictionary, and one of the definitions is

    the collective acquisition and exchange of facts.

         So if I am on a board and I e-mail the rest of the board and say,

    hey, here's a bunch of facts and stats on that issue we're going to

    be talking about, somebody replies back with some thoughts on those

    facts or some different facts, arguably that triggers the Open

    Meeting Law and we violated the Open Meeting Law.

         I don't know, I'm not sure if you do it, but if you don't, might

    be worth putting a little Open Meeting Law reminder in your e-mail

    signature.  I know most people ignore these, but they cost nothing to

    do, and in the history of Arizona, I'm sure they have saved a few

    people and remind them that the Open Meeting Law is a thing, so when

    you get something potentially from another board member, this might

    remind you, whoa, we've got to take a step back and be careful about

    where we go from here.

         Staff can e-mail you or reach out to you as a member of the board

    without necessarily violating the Open Meeting Law, so just passively

    receiving information does not violate the Open Meeting Law.  That's

    how we send out agendas, supporting documentation, board packets, so

    on and so forth.

         Where it can get a little trickier is when the staff members

    start communicating the thoughts of other board members to you or

    they send you all the board packet for the next meeting in one

    e-mail, and then you start hitting reply all and discussing it,

    that's when you run into trouble.


         So as I alluded to earlier when we went over the new additions to

    the definition of meeting, generally you need to have multi-way

    communication to violate the Open Meeting Law.  So discussion,

    consideration, that's not just one person talking.  That's multiple

    people talking when there is a quorum present.

         So if your quorum is three, and so three of you are present and

    one person is talking and another person responds, that would be

    discussion or that would be consideration that would trigger the Open

    Meeting Law.

         Usually one-way communication doesn't.  So if I write an e-mail

    to the rest of my board saying, boy, oh, boy, is this point of view

    on item A for the next meeting really dumb for these reasons, if

    nobody else responds, that's probably not a violation of the Open

    Meeting Law.

         The exception though is for when you propose legal action.

    That's one of the things that triggers the Open Meeting Law, and

    proposing legal action really only takes one person.

         So if instead I e-mail my whole board and say, here is the action

    I want us to vote to take at the next meeting, even if nobody

    responds, if everybody else is, whoa, we're not allowed to do this, I

    probably still violated the Open Meeting Law by proposing legal

    action amongst the quorum of the board.

         So you need to be careful when you're talking to the rest of your

    board members outside of a proper meeting in which the public has

    been invited to listen and see.


         Then how do you propose an agenda item for a meeting without

    violating the Open Meeting Law?  If you're going to discuss amongst

    your board what you want on the agenda for the next meeting, it's

    going to be tough.  You can do it, but it's very easy to cross the

    line into Open Meeting Law violation territory.

         The key is you propose an item for consideration or discussion

    without communicating the particular legal action you want taken.  So

    basically you communicate the topic only, not what you want done on

    the topic.  What does that look like?  Imagine you're on a city

    council and you e-mail the rest of your council and say, hey, at the

    next meeting I want to discuss safety at First Street and Main

    Street.  That's probably okay, because that doesn't propose legal

    action.  You didn't tell anybody what you want done about it.

         Now, instead imagine you send the second e-mail.  We should

    install a crosswalk at First Street and Main Street, that would

    probably be a violation because you proposed a legal action to the

    rest of your board outside of a proper meeting.

         You want the board essentially to vote to spend money on a

    crosswalk.  That's the action you want taken.  That's more than just

    communicating the topic.  That's proposing legal action.  That would

    probably be a violation.

         Another example.  You e-mail the rest of your board and say, I

    think we should vote to, or we should consider firing board member A

    at the next meeting.  That's probably a violation, because you're

    proposing legal action, firing an employee.  You're communicating


    what action you want taken.

         Now, instead imagine you e-mail the rest of your board and say I

    want to discuss employee A's, the job they have been doing lately.

    That's probably okay.  Even though there might be some reading in

    between the lines that you're unhappy about it, you haven't proposed

    what legal action, if any, you want taken on the matter.  So that's

    probably okay.

         And then one more example.  Imagine a board member sends an

    e-mail to the rest of the board saying we should implement a program

    like the one in the article I have attached to the e-mail.

         It's probably a violation of the Open Meeting Law because you

    proposed the implementation of a program.  That's the action you want


         If instead you just, without any comments or editorializing, send

    an article that talks about a program, that's probably okay.  I still

    wouldn't recommend doing it, because it's coming pretty close and it

    could lead the other members to reply and violate the Open Meeting

    Law, but that in and of itself is probably okay.

         So these are ways you can discuss before meeting or prior to a

    meeting with the rest of your public body what you want on the agenda

    for the next meeting.

         I think as I just showed, it's pretty easy to slip up and say

    things in a way you're not allowed to and violate the Open Meeting

    Law.  So are there easier ways to do this?  Yes.  A lot of public

    bodies will designate one member of the public body, maybe your chair


    or your president or even a staff member to be the person who

    collects items for the meeting and then creates the agenda.

         So, for instance, say I'm the secretary for a board.  I'm not on

    the board.  All the board members could send me their items they want

    discussed at the next meeting, and I could compile an agenda and then

    send it out for review and say, is everybody cool with this?  If

    cool, let me know, and that will be the agenda.  If not, let me know

    what you want changed.

         That way there is no discussion amongst the quorum and there is

    no threat of one member accidentally proposing legal action to the

    rest of the board.

         It goes through an intermediary so it can all be gathered, they

    can all be cleaned up, and then presented to the board all at once.

         And they won't be attached to any individual.  So even if some of

    the wording is a little off, you're in better shape because it's not

    clear who if anyone is proposing what.

         So that's a common way to avoid potentially violating the Open

    Meeting Law by deciding what you want on the agenda for a future


         And then just one more set of examples.  Imagine you're a member

    of the board.  You send an article to the rest of your board.  And

    then somebody else hits reply all, so the whole board has seen it

    with an opposing article.  Say you send an editorial on a topic

    that's related to what your board does, and somebody sends you back

    an opposing one.


         Even though none of you gave your opinions, that might constitute

    a violation of the Open Meeting Law, because essentially you're

    discussing something or arguing about something through proxies, so I

    would avoid doing that.

         Imagine you have three board members exchanging e-mails on a

    topic that's going to be talked about at the meeting tomorrow, but

    the quorum for your board is four.  So you haven't reached a quorum.

    That's probably okay as long as you're not trying to avoid


         So if those three people, you know, call each other and say, hey,

    let's discuss the issue how we're going to vote, and at the meeting

    we'll all be in sync and none of us will talk or have to voice any

    opinion to the people, we will just vote without explanation, if you

    were dumb enough to decide to do that and put it in some sort of

    e-mail that the AG could get their hands on, that would probably be a

    violation or at least arguably a violation, because you're

    essentially hiding your discussion from the public.

         But if you just happen to talk with less than a quorum and just

    happen to talk about an issue for a few minutes and you bring it up

    and discuss it again at the meeting, that's probably okay.  It's

    risky, but it's probably okay.

         You can't, as a board member or committee member or what have

    you, you can't knowingly ask your staff to violate the Open Meeting

    Law.  So I can't go to the rest of my board and say, hey, vote to

    spend a thousand dollars on a new park or new equipment at the next



         I can't do that.  I can't ask our staff to go to the rest of the

    board and say, hey, Danee wants you all to know that he wants you to

    vote to spend this money at the next meeting.  I will be violating

    the Open Meeting Law and so will that staff member.

         I can be sanctioned and so probably can that staff member who

    knowingly aided me in violating the Open Meeting Law.

         The Open Meeting Law specifically says all those in charge of or

    charged with interpreting the Open Meeting Law should interpret it in

    favor of openness.  So if you have a gray area or something that's

    not clear under the Open Meeting Law, you're supposed to resolve it

    in favor of openness.

         In those tough when-in-doubt situations, err on the side of

    transparency and openness to the public.

         Big, big, big note here.  One of the main reasons to avoid

    messing up violating the Open Meeting Law is you take a legal action

    and then it's found that there was an Open Meeting Law violation

    related to that legal action or something super serious and say you,

    at a meeting, you voted to spend a million dollars on something?  And

    then later you figure out you didn't post a public notice or agenda?

    That legal action is probably going to be held null and void by a


         So if you have bad enough Open Meeting Law violations, you can

    totally undercut the legitimacy of some of your actions, and that can

    cause all sorts of trouble for you.


         That's a big, big, big motivating factor to make sure you're

    complying with the Open Meeting Law, especially the big stuff.

         Additionally, there are penalties potentially for violating the

    Open Meeting Law.  If you, as an individual member of your public

    body, are found to have, or somebody who aids a member in violating

    the Open Meeting Law, is found to have knowingly violated or aided

    somebody in violating the Open Meeting Law, you can be on the hook.

         If the court finds it's your second violation, up to $500 fine.

    If it's third, fourth, and so on violation, up to 2,500 bucks.  The

    first one is apparently a freebie because it's not addressed in the

    Open Meeting Law, but second, third, so on can get pretty pricey.

         Additionally, a court can order equitable relief as is

    appropriate, that's a discretion of a judge, I would feel nervous

    that the judge just gets to do whatever they think is fair and charge

    you with it, so avoid violating the Open Meeting Law.

         And then additionally, you can be dinged personally for attorneys

    fees.  So if the AG takes you to court and gets a court to say, yeah,

    you knowingly violated the Open Meeting Law, it can basically make

    you pay the AG attorney fees.

         So all of that can really get pricey.  So that's why you don't

    want to violate the Open Meeting Law.  Don't do what you know is a


         If you're found individually liable for violating the Open

    Meeting Law, you're on the hook for it.  You don't get to have your

    public body pay it for you.  The Open Meeting Law specifically


    prohibits that.

         Again, only the attorney general can make any of these individual

    penalties happen.  It used to be it was open to the world, but now

    it's just been reduced to just the attorney general's office.  But

    they are pretty active in taking and investigating Open Meeting Law

    complaints, so it's a possibility if you're flagrant and intentional

    enough with your violation.

         There is a defense in the Open Meeting Law, so if you see

    something happening at your meeting that you know is probably a

    violation, you can object on the record and say, hey, I think this is

    probably a violation, but nobody else cares and it's going on anyway,

    so I'm going to participate.

         So if you get then brought to court by the AG, you can use that

    as a defense, say I knew, I objected, and I only participated

    reluctantly so that my voice would be heard.  Hopefully a judge will

    take that into account for you.

         Then lastly, if a court not only finds you knowingly violated the

    Open Meeting Law but with the intent to deprive the public of

    information, so basically not only did you know and not care, you

    also tried to hide stuff from the public, you can, in addition to

    those penalties on the previous slide, you can be tossed out of

    office by a court.

         Theoretically, depending on how serious it is, you could even be

    charged with a minor crime.  Those are all the very serious reasons

    not to knowingly violate the Open Meeting Law.


         All that scariness, just a quick note, you're probably going to

    mess it up at some point, you're going to accidently get off track,

    talk about something not on the agenda or you're going to

    accidentally send an e-mail you shouldn't have without realizing it,

    you're not going to get dragged to court, not going to be fined for

    that most likely.  If you do it over and over and over again no

    matter what anybody tells you, then you might, but the point is it's

    hard to not occasionally have a small lapse.

         The key is to learn from it and aspire to do better and don't do

    anything you know is wrong.  That's when you're really going to run

    into trouble.

         If people keep reminding you that what you are doing is wrong or

    you read the attorney general's handbook and say, I don't think I'm

    allowed to do that and then you go ahead and do it anyway, that's

    when you're barking up the wrong tree.

         If you call me and say, hey, am I allowed to do this and I shoot

    you an e-mail back and say almost certainly not, you do it anyway and

    then the AG finds out, that's how you may get into more serious


         Anyway, that's my abbreviated spiel on the Open Meeting Law.  We

    have some resources on our website, including a really comprehensive

    handbook that has all the statutes.  40 pages of analysis from the

    attorney general's office.  I recommend you downloading a copy of


         And that's it.  Does anybody have any questions?


         >> MR. DEMION CLINCO:  Does the board have any questions?

         >> MS. MARIA GARCIA:  I have one.  So let me ask a real quick

    question here.

         So discussions -- it was my understanding that discussions were

    held in executive session could not be spoken outside of the

    executive session, because that's violating Open Meeting Law.  You

    could talk to maybe one person, am I right, or am I wrong?

         >> DANEE GARONE:  What type --

         >> MS. MARIA GARCIA:  One board member.  Say, for example,

    there's a five-member board.  So you discuss something in executive

    session and you discuss it with another board member.  You're not

    taking any action.  You're just having a discussion.

         Is that violating Open Meeting Law?

         >> DANEE GARONE:  So you had an executive session discussion

    amongst your board, and later you bump into one of the board members

    and you continue what you were talking about in executive session?

         >> MS. MARIA GARCIA:  Right.

         >> DANEE GARONE:  I think that's probably a violation of the Open

    Meeting Law.  It's not 100% clear, that situation is not explicitly

    addressed, but again, you're not supposed to talk about, once you

    leave executive session, the conversation is supposed to be over on

    the topic, and two, you have the double whammy of sort of depriving

    the rest of the board members hearing what you're talking about and

    having like a secret side discussion.

         It's not amongst a quorum, so arguably it's less of a problem,


    but I don't think the judge and attorney would look fondly upon that.

    I would go out of my way to avoid doing that.

         >> MS. MARIA GARCIA:  Okay.  But that only has to do if it's a

    discussion based on something that you talked, spoke about in

    executive session?

         >> DANEE GARONE:  So if you just bump into another board member

    at the grocery store and you just start talking about some random

    topic, is that okay?

         >> MS. MARIA GARCIA:  Yes.

         >> DANEE GARONE:  If your board has more than three people on it,

    so if your quorum is more than two, that's probably okay.

         So say you have seven people on your board, board member A bumps

    into board member B at the grocery store, and they talk about how

    crazy the budget numbers are looking, that's probably okay, as long

    as they are not then going to hide that discussion from the public.

         So if, at the meeting, they are then just completely mum and

    don't say anything and give each other side eye and vote in unison,

    that might be a problem.  But if they just talked for a few minutes

    at the grocery store, it's probably not a violation.

         I wouldn't suggest doing it, but it's probably not a violation of

    the Open Meeting Law.

         >> MS. MARIA GARCIA:  Okay.  Thank you.

         >> MR. DEMION CLINCO:  Could you tell us, in our context, we have

    a five-member board.  So if there were two members who were meeting

    to -- I mean, two members would represent less than a quorum, and


    there were discussions about topics that were about to appear on the

    agenda or had been agendized for action, or items from the executive

    session, is that something that -- I mean, you talked about how less

    than a quorum could still be a violation.  Could you talk about that

    in the context of our board with five members and two members having


         >> DANEE GARONE:  Any time a board comes to me and says, hey, can

    we just have under a quorum get together and talk about stuff, I

    always say, you really shouldn't.  It goes against the whole purpose

    of the Open Meeting Law, which is that the public can see your

    decisions and what's leading up to your decisions.  Even though you

    might not make a decision, the public's going to miss out on what

    you're thinking as a decision-maker and what the other people are

    saying and what's crafting your opinion on the topic.

         So even though there are certain situations where it might not be

    explicitly illegal, it, one, goes against the spirit of the Open

    Meeting Law, and two, the closer it is to a quorum, the more likely

    it is that the AG is going to come after you and say, they are going

    to use that last bit of the Open Meeting Law that I said, it says

    when in doubt, operate in favor of openness.  That's something that

    sort of allows the AG to kind of enforce the spirit of the Open

    Meeting Law sometimes.

         So if you're one member below a quorum, it will appear that

    you're intentionally skirting the Open Meeting Law, that you want to

    discuss as much as you can privately and hide it from the public.


         So even if that's not true, the appearance will be bad.  People

    who see you may flip out about it, complain about you, sue you, and

    since you only have five members, if it's two and you have this long

    conversation, someone catches you on camera or there is documents of

    and you don't say much at the meeting, it's going to look bad and you

    might get in trouble.

         But if you just bump into each other at the grocery store and

    talk about something for a few minutes, and say, well, we'll touch

    base more at the meeting, you don't have to go home and check over

    your shoulder and worry about getting dragged into court for that.

         But if you start making intentional little mini meetings where

    you're coming in just below a quorum, that's probably going to run

    you into trouble in the long run.  So I would avoid that.  Plus it

    starts to look like you're making committees.

         So if I reach out to board member B and said, why don't the two

    of us go meet and talk about this and hammer some stuff out, that's

    going to look like we're creating like an ad hoc committee, which, as

    you recall, those are subject to the Open Meeting Law generally.

         That's another way someone might take you to court and put

    pressure on you, and the attorney general might come knocking and say

    you really shouldn't be doing that.

         My long-winded answer is depending on the situation, it's

    probably okay if it happens once in a while, but you really should

    try to avoid it.

         >> MR. DEMION CLINCO:  Are there other questions from members of


    the board?  I can't see everybody, so you will have to just pipe in.

         >> MR. MARK HANNA:  I have one question.

         Danee, thank you.  That was very comprehensive, really good,

    probably the best explanation I have seen on my six years on the

    board, but there is probably no penalty for a third person, so if

    somebody gets information from a board member and acts on it, knowing

    that that information came from an executive session, is there any

    penalty for that person, any onus on that person to say, hey, I found

    out about it?

         >> DANEE GARONE:  So if somehow a member of the public can guess

    what was said in executive session?

         >> MR. MARK HANNA:  Or they are told specifically by somebody on

    the board it happened in our executive session, I think you should

    know about this, is there any penalty for that person if they take


         >> DANEE GARONE:  So how would that person take action if they

    are not on the board?

         >> MR. MARK HANNA:  Say they learned that we were going to

    purchase something, a piece of property.

         >> DANEE GARONE:  Okay.  So almost like insider trading type of

    thing?  So a member of the public finds out what was said in

    executive session and they use that information to their advantage,

    can that member of the public get in trouble?

         >> MR. MARK HANNA:  Correct.

         >> DANEE GARONE:  Not under the Open Meeting Law, but that member


    of the board who told them sure can get in trouble.

         Are there other ways that that might be a problem for that member

    of the public?  Maybe.  If so, it's outside of my expertise, but it

    wouldn't be an Open Meeting Law violation on their part.  If they

    weren't there and they just find out about it somehow, they are not

    bound by the Open Meeting Law, but that board member could get in a

    lot of trouble.

         If a board member starts leaking to their pal to give their pal

    more advantageous pricing on things or heads-up so they can invest in

    stuff before it becomes more valuable, that's the type of thing

    that's going to get them in a lot of trouble if there is evidence of


         Do not do that would be my advice.

         >> MR. DEMION CLINCO:  Are there additional questions?  I have

    actually a few more, but -- yes?  Ms. Ripley?

         >> MS. CATHERINE RIPLEY:  Hi.  Yes.  Thank you.  And for give me

    if this is too basic, but I'm learning and in the spirit of learning.

    So I want to make it clear that I understand that we can share

    information that's info only as long as it doesn't infer action.

         For instance, as I gear up to become a gear member, I will be

    looking for articles or background or historic documents to read and

    get myself up to speed.

         And in preparation for, like, the first or following board

    meetings, rather than show up and it's a surprise what the topics

    are, is it okay for me to start schooling myself up by reading these



         >> DANEE GARONE:  So if you were to e-mail the rest of your board

    and say, hey, guys, again, I'm new to this, I don't know nearly as

    much as you guys do, can you just send me like whatever you think

    might be relevant for the upcoming meeting and I'll absorb it all?

         And they just fire off a whole bunch of pre-existing information

    or old meeting minutes or old articles, and you just eat them up,

    there is no problem with that.

         The problem then lies with if somebody hits reply all and starts

    editorializing on that and saying, here is why I think that article

    is dumb and you should think this.

         So it's not wrong for people to just send you information and

    past budgets and new regulations from the feds and all that type of


         I'd say the more common way that that's done usually is staff

    would provide that to you.  Very often you'll have a meeting where

    there will be all sorts of information you'll need to brush up on,

    and usually that's all collected by the chair or the president,

    staff, and then the staff will send out what's known as like a board

    packet and they will send you like all the supporting documents and

    the draft resolution that you discussed at the last meeting and now

    you're going to be voting on and annotations and all that stuff.

         That's usually available to the public via public records

    request, so there is no problem with you seeing it and bringing

    yourself up to speed so you actually know what's going on at the



         It's just you run into more problems when it ends up being

    back-and-forths about the information.  So if someone sends you a

    bunch of articles and you say, that doesn't sound right, here's a

    bunch of stuff I read to the contrary, here, I think this is more

    compelling, that's where you will run into more trouble.  Save that

    for the meeting.

         >> MS. CATHERINE RIPLEY:  Thank you.  That was clear.  Thank you.

         >> MR. DEMION CLINCO:  Terrific.

         Are there any other questions?  Okay.  Then I do have a couple


         Because of COVID and because we have been moving our meetings

    into a virtual environment in Zoom and the context of doing these

    digital virtual meetings, particularly in the executive session I

    think creates a little more complexity.

         Could you give us sort of best practices that you have seen in

    terms of holding these executive sessions, should we be going to

    private spaces?  Sometimes people don't have -- some people are

    living with other people and their families and people are walking

    through the rooms.

         Is there any sort of insight you can give us on that?  And sort

    of the same, sort of in the same vein as that, would you suggest not

    taking notes as part of the executive session as that becomes sort of

    a physical record of the meeting that then, you know, sort of can

    make its way out into the world or could be public records requested


    and it's unclear what is or what isn't part of the executive session?

         That's my first question.

         >> DANEE GARONE:  I would be careful about taking notes

    specifically about what other people say.  If another board member

    says all this interesting or really annoying stuff that you disagree

    with and you take it all down, you've got to be really careful with

    those notes.

         You can't let anybody else see them.  They probably won't be

    subject to a public records request, because they contain information

    that can't be shared.  But I would be careful about taking down in

    detail in your own personal notes too much of what they have said in

    an executive session.

         But I don't think there is necessarily anything illegal or

    unlawful about taking those notes.  It's just they could lead to

    problems.  So just be careful on how you do that.

         As far as how the heck do we handle the Coronavirus era of open

    meetings?  Everybody has been left scrambling and figuring it out,

    especially public bodies that weren't broadcasting prior.  The more

    wealthy and the bigger the public body, bigger cities, counties, were

    more prepared for it.  The smaller jurisdictions that didn't even

    record their meetings are having a tougher time.

         So I don't really have best practices for you, because there is

    different programs and different ways of doing it.  What I would

    suggest though is making sure you facilitate as many people as you

    can.  You know, you do have technologically-inept or people on the


    older side of things and maybe don't even have computers, so be

    cognizant of trying to accommodate those people as best you can.

         I know, I think with this meeting, you could call in with a phone

    number.  That's great stuff.  I think that's the way Zoom meetings

    usually work.  So try to do stuff like that.  So not only can people

    participate, you know, on the video and see and hear you, but maybe

    if they don't have a computer, they can call and listen, that's what

    I would suggest if possible.

         What do you do about a remote executive session?  You've got to

    be really careful.  Don't just do it in the same meeting unless you

    know you can kick all the members of the public off and nobody will

    call in the middle.

         So either hold your executive session under a separate Zoom

    meeting that you don't give out any public information for, or

    something similar so that people can't just sneaky like hide in the

    shadows and listen to your meeting without you realizing it.

         What do you do about family members when you're having a remote

    executive session?  You've just got to do what you can do to get away

    from them.

         I'd recommend not just sitting in your living room with, like,

    with your three closest family members sitting there just out of view

    listening to everything being said.

         But if you're in a room with a closed door and your husband or

    wife walks by and hears five words said, that's probably not the end

    of the world.  It happens.  People can walk by a door in a hallway in


    a municipal building and maybe catch a couple of words.

         Just take reasonable precautions.  Do what you can to limit the

    likelihood that anyone will hear, and once you do find out someone

    might be able to hear, adjust.

         You realize that your neighbor through the wall, it's like the

    movie Office Space, they can hear every word that's being said, then

    you have to do something.  You can't just continue operating that way

    and just throw caution to the wind.

         But otherwise it's just been really a learning -- everyone is

    doing it a little differently.  Everyone is using a different


         People are trying to figure out how to do open calls to the

    public remotely.  It's a little bit like the wild, wild west of

    figuring out how to take 40-year-old Open Meeting Law and all of a

    sudden cram it into, on the fly, all these remote meeting software


         So good luck, I guess, is where I end on that one.

         >> MR. DEMION CLINCO:  Looks like Ms. Garcia has another

    question.  But you're muted.

         >> MS. MARIA GARCIA:  Okay, I guess where Demion was coming from,

    I'm not sure where that is, but as a board member, me and Luis,

    basically he comes over here to participate in the meetings sometimes

    because he has a house at home that's full of kids.  And so I have

    agreed to that.  So I don't believe that that's a violation of any

    kind, because we are in the same meetings.  We would be in presence



         >> DANEE GARONE:  Normally, in normal times, you'd all be sitting

    in a room, the public, so if two computers or sitting in front of the

    same camera in the same room, there is no issue.

         >> MS. MARIA GARCIA:  Okay.

         >> DANEE GARONE:  The problem is before the camera is turned on

    or after the camera is turned off if you just keep going.

         >> MS. MARIA GARCIA:  Right.  We don't do that.

         >> DANEE GARONE:  But if you're not doing that, there is no

    problem with you being in the same room from an Open Meeting Law


         >> MS. MARIA GARCIA:  Okay.  Thank you.

         >> MR. DEMION CLINCO:  Then I have one more hypothetical

    question.  If, during the course of our executive session, I take

    information, and then I coordinate with a friend of mine who writes a

    letter and then I submit that letter under my name back to members of

    the board or the committee or to other leadership in the college,

    would that constitute a violation of the Open Meeting Law and

    violation of the executive session?  This would be someone who wasn't

    on the board helping to craft.

         >> DANEE GARONE:  If you tell them what was said in the executive

    session, yes.  If you just go ask him some questions and talk to him,

    no.  Because here's another situation that might make it more

    obvious.  Imagine you have a discussion on whether to fire somebody

    in executive session and you give your opinions to the other board



         Then in public you're going to do some more discussing and then

    vote on it and you give your opinions on why you're voting yes or no

    at the meeting.  Those very likely might mirror what you have said in

    executive session, but that's okay.  It's not like because you said

    something in executive session you're not allowed to ever say it to

    anyone else ever again.

         The key is don't tell anybody that you said it in executive

    session, and don't tell anybody what other members said in the

    executive session.

         So don't stand up at the meeting where you're going to vote and

    say, board member so-and-so said we should have fired you for these

    reasons in executive session, and here's why I disagree.

         That's going to get you in trouble.  But if you just stand up and

    say here's why I don't think we should fire them and they just so

    happen to be the same reasons you gave while in executive session,

    that's okay.

         So say you hear something really interesting in executive

    session, and at the next meeting you, public meeting, you want to be

    able to sort of address it or give like what would be a response to

    it or even elaborate on it, you want to go confer with a staff member

    or some member of the public and say, hey, here's an issue I have

    been thinking about, what do you think about it?  You could talk to

    them about it.  Just don't tell them what anybody said in the

    executive session.  Don't imply that somebody said something specific


    in executive session.

         Then you can stand up in the meeting and say whatever you want.

    You don't lose the ability to talk about stuff just because it was

    said in executive session at one point.

         The point is nobody gets to know what was said in the executive


         Does that make sense?  Okay.  That's my take on it.

         >> MS. MARIA GARCIA:  Yep.

         >> MR. DEMION CLINCO:  Okay.  Are there any last questions?

         Okay.  We really appreciate your insight, again, as Mr. Hanna

    said, this is one of the most comprehensive sort of summaries of the

    Open Meeting Law that I have heard in my time in public office, so

    thank you very much.

         We really appreciate your time and your expertise.  And we

    appreciate you being a resource that we can reach out to if we have

    additional questions.

         And thank you for the key resources and the links to the

    additional publications.  So we really appreciate it.

         Thank you.

         >> DANEE GARONE:  You're welcome.  Just one quick item for the

    new board member, on our website, I have, in the beginning of

    quarantine where we didn't know what was going on, I actually created

    a 90-minute more comprehensive Open Meeting Law PowerPoint that I


         So you can just watch it.  It's a video on our website.  If you


    want a little bit more meat on the bone as a new board member, I

    suggest checking that out when you have some downtime.  It goes into

    all the knits and gnats of the Open Meeting Law.

         Otherwise, thanks so much for having me.

         >> MR. DEMION CLINCO:  Thank you.

         >> MS. MARIA GARCIA:  Thank you.

         >> PAMILA FISHER:  Demion, can I make a quick comment?  I just

    want to say that even before COVID and of course sat through lots of

    these kinds of discussions with boards, one of the things I have

    observed is the best well-intentioned board members sometimes forget

    where they heard something.  You know, you're talking about a

    complicated issue and you've been talking about it for weeks or even

    months, and then you go into this open discussion that's public and

    you draw from here and you draw from there.  I'm just saying it's

    really easy to forget that that was something I learned somewhere


         Although I have heard at least a couple of colleagues say in the

    open meeting, well, remember when we discussed in -- and then of

    course when that happened, all the colleagues jumped on him and they

    said, oh, yeah, sorry, sorry, but the cat was out of the bag.

         But I'm just saying it's a little, even if you understand it,

    it's a little harder to follow than you might think.

         >> MR. DEMION CLINCO:  We really appreciate that.

         Next item is 3, which is accreditation, standards, expectations,

    and consequences.


         Who is joining us today is Dr. Linnea Stenson, our liaison to the

    Higher Learning Commission.

         Dr. Stenson?

         >> DR. STENSON:  Thank you so much for the invite, Mr. Clinco,

    Chancellor Lambert, I appreciate the opportunity to come and talk

    with your board.

         Now I'm going to share something here.  Let's see if I can do


         Okay.  Does everyone have the big front page slide there?

         >> MR. DEMION CLINCO:  I believe we do, yes.

         >> DR. STENSON:  Okay.  Excellent.  Yes, I'm going to talk a

    little bit about accreditation and specifically where the board

    intersects with accreditation standards that we have.

         But let's start with a little kind of at the beginning.  What is

    accreditation?  It is a process of external quality review created

    and used by higher education to scrutinize colleges, universities,

    and programs for quality assurance and quality improvement.

         There are a couple of different kinds of accreditation.  One is

    specialized accreditation, and these are program-specific.  So

    nursing programs, for example, HVAC programs, business programs, law

    programs, and so on have specialized accreditors that oversee their

    programs.  And these accreditors are often linked to professional


         The other kind is institutional level accreditation, and

    institutional accreditors evaluate the capacity of the entire


    institution.  We may approve, for example, specific programs, but we

    are less in some respects evaluating the program and more about the

    institution's ability to offer the program in a quality sort of way.

         When we look at institutional level accreditors, these are the

    accrediting, primary accrediting bodies that we have.  We have been,

    up until July 1 of this past year, we were called regional

    accreditors, but we have gone, the Department of Ed has made us all

    institutional level accreditors.  So there is our region, the big

    blue blob in the middle, you can see you all are kind of on our

    western edge.  West Virginia is on our Eastern edge and there is a

    lot of stuff in between.

         So Higher Learning Commission established in 1895.  So we have

    been around for some time.  As you can see from this template

    actually we are this year have been celebrating 125 years.

         Our mission, serving the common good-by assuring and advancing

    the quality of higher learning.

         Among our membership, we have a little bit of everybody.  We've

    got two years and four years, very large comprehensive institutions,

    tribal colleges, liberal arts colleges, single-purpose institutions,

    nursing schools, for example, or business schools.

         Large R-1s, research universities.  And in fact some all online

    institutions.  So we pretty much have, at least one of every kind of

    these kinds of institutions.

         Institutional accreditation is actually very important for a

    number of reasons.  First off, we use peer review to help us assess


    and ensure that quality is happening, high quality is happening on

    institutions with their programs.

         We believe that accreditation in fact builds and maintains

    confidence in kind of the higher ed ecosystem by assuring to the

    public about, making assurances to the public about the quality of

    the higher education there.

         As you see, we have a number of, a wide variety of institutions

    as part of our membership.  Part of what we think is important about

    institutional accreditation is in fact it allows for voluntary

    self-regulation.  We think people in higher ed know the best about

    higher ed just as we think doctors know the best about doctoring.  So

    we think that that's important.

         But there is a few other reasons that are actually I think kind

    of above the other ones, in a way.

         The first is certainly that we think our processes are really a

    way of encouraging institutional self-knowledge, and part of that

    happens because we expect a wide variety of involvement in an

    institution's planning and evaluation from faculty, staff, and in

    fact the board.

         And these last two are really in some respects, you know, the

    most important.  One is that eases transfer credit from what I've got

    regionally here, and I probably should put that in quotation marks,

    from one regionally accredited institution to another, and perhaps

    the most important reason is that the Higher Learning Commission's

    accreditation of your institution is what allows you to participate


    in Title IV funding for students.  That's federal financial aid.

         So that's a really, in some ways, possibly the most important

    reason to have institutional level accreditation.

         There are sort of three parts to accreditation with the Higher

    Learning Commission.  One are the guiding values.  Those are really

    kind of the baseline values for institutions.  And provide the base

    for our criteria and the assumed practices, our assumed practices.

         Sort of the second level are those assumed practices.  These are

    things that we don't believe would generally vary from institution to

    institution or mission to mission.  In fact they are matters of fact

    rather than judgment.

         So, for example, the institution evaluates all the credit that it

    receives in transfer.  That's a pretty -- that's a yes or a no.

    Either you do it or you don't do it.

         And then finally, our criteria for accreditation.  These are the

    standards that we have.  We have established these as a way of

    helping our institutions both demonstrate how they are achieving that

    quality but also it provides the basis for evaluation.

         So let's take a few moments, and what I'm going to do is go

    through both the guiding values, assumed practices, and then the

    criterion and talk specifically about the ways that it impacts or is

    connected, interwoven with a Governing Board.

         So just generally, our guiding values focus on student learning,

    education as a public purpose, education for a diverse,

    technological, globally connected world.


         A culture of continuous improvement.  Evidence-based

    institutional learning and self-presentation.  Integrity,

    transparency and ethical behavior or practice.  Governance for the

    well-being of the institution.

         Planning and management of resources to ensure institutional

    sustainability.  Mission-centered evaluation.  And then accreditation

    through peer review.

         So let's dig in a little bit on this governance for the

    well-being of the institution.  Our guiding value says that the

    well-being of the institution requires that the Governing Board,

    members of the Governing Board place the well-being of that

    institution above interests of its own members and interests of any

    other entity.

         And I think that, you know, this could be a little, I don't want

    to say tricky, but I think this could be somewhat complicated,

    particularly for elected board members.

         And I know you all are elected board members.  As long as there

    is a thought that, well, we're elected board members, and so we are

    in some ways, we are beholden to the people who elected us.

         No, you're beholden to the institution.  The people who have

    elected you have elected you to in fact look after the well-being of

    the institution.  So it's important that that, the interest of the

    institution is above the interest of yourself, and in some ways

    anybody who may have helped you be elected.

         Again, those folks voted for you to take it, to look after the



         And because we accredit the institution itself, we actually hold

    that Governing Board, we hold you, accountable for very specific

    aspects of your institution.

         So Governing Board must have independent authority for that

    accountability and must hold itself independent of undue influence

    from individuals, be they donors, elected officials, supporters of

    athletics, shareholders, or any others with personal or political


         The governance should include a significant role for faculty.  We

    always say faculty own the curriculum.  And so it's important to

    recognize a special role that faculty have on your campus relative to

    curriculum and student performance and so on and so forth.

         Foundational to the criteria and core components are the assumed

    practices.  This is sort of if you will layer 2 of what we look at

    when we are working with an institution.

         These assumed practices, as I said, are generally facts.  They

    are sort of yes-or-no questions, like I said, with transfer, they are

    unlikely to vary between institutions.

         And so then looking at our assumed practices, they really fall

    into four areas.  One is integrity.  Ethical and responsible conduct.

    Second area, teaching and learning, which is about resource and

    teaching and learning.

         Third area is again teaching and learning, and that's about

    evaluating and improving teaching and learning, kind of a constant


    that you should do.

         And then finally we have a set of assumed practices around

    resources, planning, and institutional effectiveness.

         So let's dive in a little bit here.  So one of the pieces of our

    ethical and responsible conduct goes to the Governing Board, and you

    are a publicly elected board, and so in fact you all are actually

    public members of your board.

         There is an assumption that as all of you being public members,

    there is an assumption that you aren't in fact employed in some way,

    shape, or form by the institution itself, a company that does some

    kind of substantial business with the institution, some kind of

    relationship to a parental or a superordinate entity relative to the

    institution.  Publicly elected members.  So you are all public


         Another assumed practice here is that Governing Board has the

    authority to approve the annual budget and to engage and dismiss the

    chief executive officer.  So those are two practices that we feel are

    fundamental and are relative to the Governing Board.

         And now finally we'll dive into the criteria for accreditation.

    And as I said, these are the standards by which your institution, by

    which Pima is evaluated.

         And there are in fact a number of criteria that are related very

    specifically to the Governing Board.

         This is just kind of a screen shot of our web page.  Our criteria

    are built into our policy, and you look along the right-hand side


    there, you can look at the assumed practices if you want.  We have

    obligations of affiliation, these are things such as, oh, let's say

    if a specialized accreditor took a negative action toward the program

    that it accredits, we expect Pima to report that to us.

         So there are certain obligations of affiliation, and then the

    evaluative framework, which you can go and see.

         But let's look at each of our, each criterion.

         Criterion 1, institution's mission is clear and articulated

    publicly.  It guides the institution's operations.

         We start with mission.  We think that's the basis from which

    everything should flow.  So what do we have in criterion 1 about the

    Governing Board?  Core component, so 1A is a core component, and that

    is the institution's mission is articulated publicly and

    operationalized throughout the institution.

         Where is the Governing Board involved in this?  Well, we might

    expect the Governing Board to regularly review and approve of the

    mission or make sure that the mission is aligned with whatever

    practices or programs and so on make sense for that institution.

         Criterion 2 is about integrity.  Ethical and responsible conduct.

    So the big overarching standard here is the institution acts with

    integrity, its conduct is ethical and responsible.

         Digging in a little bit here.  The institution follows policies

    and processes to ensure fair and ethical behavior on the part of its

    Governing Board, administration, faculty, and staff.

         So what are the sorts of things we might look to for evidence of


    the Governing Board's participation in this?  Well, we might look to

    see that there are conflict of interest forms perhaps signed by the

    Governing Board, that there may be a board audit.  And of course

    ongoing training for the board, which is what we are doing today.

         Another core component to Criterion 2 is the Governing Board of

    the institution is autonomous, and I love that word, autonomous to

    make decisions in the best interest of the institution in compliance

    with board policies and to ensure the institution's integrity.

         I have to say I found the Open Meeting Law part of this really

    very interesting.  I think quite bracing and really shows something

    about needing to pay attention, right?

         What are the sorts of things we might look to?  Well, we're going

    to look and see.  Are there policies, bylaws, how are board members

    we know in this case elected?  How do they evaluate themselves?  Are

    there board minutes?  Can we find board approval of planning and

    budgeting documents and so on?

         Onboarding and orientation for the board.  Again, these are the

    sorts of things we will look at to see that the board is behaving

    with ethical and responsible conduct.

         Criterion 3 and 4 are both about teaching and learning.

    Criterion 3, I always call, it's about the front end of teaching and

    learning.  So the institution provides high quality education,

    wherever and however its offerings are delivered.

         What might the board have to do with this?  Well, we might look

    to see if the board is utilizing data to help the institution make


    any decisions around student learning.  How involved is the board in

    looking at this and thinking about this.

         Criterion 4, evaluation and approve teaching and learning

    evaluation improvement.  Here institution demonstrates responsibility

    for the quality of its educational programs, learning environments,

    and support services and it evaluates their effectiveness for student

    learning through processes designed to promote continuous


         So again, institution ensures the quality of its educational


         That's the very first core component.  What might we look for in

    terms of the Governing Board?  Well, how is the board engaged in, for

    example, academic program review processes?  Does the board require

    that an institution do academic program review processes?  How do

    they help the chief executive officer and again that delegation of

    authority, make sure that this happens and make important decisions

    relative to both adding programs as well as sunsetting other


         Then our last criterion is Criterion 5, resources, planning and

    institutional effectiveness.

         Overarching statement, institution's resources, structures,

    processes, and planning are sufficient to fulfill its mission,

    improve the quality of its educational offerings, and respond to

    future challenges and opportunities.

         I was say that this is, you know, the board can help an


    institution plan for the future, so our core component through its

    administrative structures and collaborative processes, the

    institution's leadership demonstrates that it is effective and

    enables the institution to fulfill its mission.

         What might we look for?  Well, we're going to look to see if the

    Governing Board is showing knowledge and oversight of the

    institution.  What other ways are we looking for shared governance in

    that institution?

         So again, each of the criterion, again, these are central to both

    how your institution will show quality improvement, quality

    assurance, quality improvement to the Higher Learning Commission, and

    it is these same criteria that when you are reviewed by our peer

    reviewers, they will use these same criteria to evaluate the work

    that your institution is doing.

         So let's talk a little bit then about the role of trustees.  My

    guess is Pam I think is going to talk a little bit more about this,

    too, but I'm going to start with maybe a fun fact.  Every state

    requires that this individual has proper certification before serving

    the public.

         Who is this?  5, 4, 3, 2, 1.  It's a hair stylist.  Which is

    always kind of astonishing to me, because here we see very few states

    require training for college and university trustees, and these

    individuals are collectively the fiduciaries for more than $1.2

    trillion in operating funds and endowments held by institutions



         Think about that.  That's a phenomenal amount of money, and it's

    really important that for example you're undertaking what you're

    doing today, that you're keeping yourselves oriented and trained

    going forward.

         This is maybe the kind of the truth behind that statement.  Less

    than 10% of these trustees have any professional experience in higher


         You certainly don't need to have professional experience in

    higher education, but it is certainly helpful and it's certainly

    again what you're undertaking today to help yourselves, make sure

    you're up to speed and staying abreast of shifts and changes, it's

    part of your education, if you will, in higher education.

         But I think if you just sort of imagine a company board where

    such a small percentage of members really understood fully, you know,

    right from the outset, core mission strategies and so on and so

    forth, it's a little stunning on a certain level to think about that.

         Ultimately, the ultimate responsibility for an institution rests

    with the Governing Boards of trustees.  There is an expectation that

    that trustees understand both the role of the board and about higher

    education issues generally and maybe specifically the challenges

    facing their state and their campuses.

         And I think, you know, right now especially in this COVID era

    right now, I think, you know, things are changing and shifting very


         So it's maybe more important than it ever is to be sure that you


    all are on top of those things.

         So what can you do?  You can become a trustee who is college

    governance ready.  The most important thing is to understand the

    boundaries of that role.  Certainly hire, evaluate, and fire the

    chief executive officer.  Those are three right out of the box.

         Approve and monitor the budget.  It's very important that you are

    getting regular budget updates and that you are monitoring revenues

    and expenses.

         You also want to be monitoring and making sure that mission, and

    if you recall, you know, we start with mission, that's the thing that

    most important, but that your institution's goals and priorities and

    so on and so forth are all aligned with that mission.

         And of course you serve as an ambassador for the institution in

    the community, which is again, I'm sort of kind of hearkening back to

    the public meeting guidelines you have.  I think that's one of the

    ways that you can be a good ambassador in the institution is to show

    that in fact you are following all of the laws that you're required

    to follow as a trustee.

         Day-to-day management of the institution should be delegated to

    the chief executive officer.  So this is, you know, admission

    decisions, investment allocations, business contracts, and personnel

    matters, of course.  And you delegate the authority to the chief

    executive officer, and that chief executive officer will then

    delegate on down the line.

         So when I was at an institution, I was a vice president for


    academic affairs, and I received my authority -- associate vice

    president, rather.  I received my authority from the vice president

    who received her authority from the president.  So again, there is a

    delegation of authority down the line.

         Then ultimately where does the power of the Board of Trustees

    reside?  It does not lie with individual board members but instead

    with the collective consensus.

         Again, think about I think that Open Meeting Law stuff is

    actually really powerful maybe here specifically.  Because I think

    the intent there is really to help you understand that when you move

    toward having something close to a quorum, it looks like you are

    having collective consensus without the rest of the board along.

         So it's really important to understand that as an individual, you

    really are powerless.  You really have no authority to do anything

    for the institution.  It's really when all five of you put your super

    powers together, that's when you can make some stuff happen.

         How can you be most effective?  Monitor and assure the alignment

    of mission, goals, priorities, resource acquisition and allocation,

    strategies and results.

         Most effective board members bring well-informed questions to

    meetings or ask beforehand, and again, there you want to be very

    careful again, given Open Meeting Laws, because you have read and

    thought about the materials sent in advance.

         I think it's best to probably bring those to the meetings.  You

    should ask questions.  You should expect answers.  And it is the role


    of the board chair to make sure that there is good, strong

    discussions about anything that is brought in front of the board, if

    there is alternatives, and of course making sure everyone understands

    the implications of whatever is being brought in front of the board

    before calling for a vote.

         As board members, you need to do your work in partnership with

    the president and in that culture of shared governance involving the

    faculty, and this really requires trust, and that trust requires

    full, transparent, and open communication between all of you.

         You must follow your own policies and procedures.  And why?  All

    to help foster academic excellence and student success.

         You know, in some ways I think it can be hard to maybe see why a

    decision you're making about some small thing at the board level is

    necessarily going to affect how a student is performing in class, but

    ultimately, all the decisions you make are going to trickle down to

    that student relative to resources that you're providing for that

    student, how that student is being admitted or supported through

    various programs.

         So you have a very, very important role for student success.  I

    think it's helpful to sort of think and be thoughtful about that as

    you are moving through your board meetings and thinking about your


         There are a number of educational, professional development

    opportunities for you in addition to these sorts of things.

    Association of Community College Trustees, a great organization.


    Association of Governing Boards, another good organization.

         I think AGB publishes Trusteeship magazine.  If you're looking

    for a subscription, that might be the one.  Chronicle of Higher

    Education is certainly one way for you to stay current on everything.

    And if you're not sure you want to spend the money for an annual

    subscription to the Chronicle of Higher Education, Inside Higher Ed

    is a free daily newsletter.  And you can go to, I believe it's

    InsideHigherEd.com and sign up to get an e-mail from them every day.

         And there is, you know, there are articles big and small that I

    think can really help you get a feel for what's happening out there

    in higher ed.

         I'll also add here about Inside Higher Ed, I think as we are

    undergoing an apparent transition to a new administration at the

    federal level, I mean, there is going to be changes in the Department

    of Ed, and so I really recommend that you are tracking with all of


         There is always training in board effectiveness and management,

    budgets, curriculum, academic freedom and accreditation.  So again, I

    think all of these things are topics of conversation you may pursue

    going forward.

         Questions?  Maybe I'll bounce this back out here.

         >> MR. DEMION CLINCO:  Are there questions from any of the board

    members?  Anyone?  Did somebody --

         >> DR. STENSON:  I'm trying to end the show and stop sharing my

    screen here.


         Did I stop sharing the screen?  It's really hard to tell


         >> MR. DEMION CLINCO:  I think that it's still sharing.

         >> DR. STENSON:  Still sharing?  Okay.  Let me see here.

         >> MR. DEMION CLINCO:  I think the green button is the, in the

    lower --

         >> DR. STENSON:  Stop share.  There we go.


         >> MR. DEMION CLINCO:  Could you tell us a little bit, there has

    been a lot of discussion I think across the board about shared

    governance.  Maybe you could talk a little bit about that.

         Before we do, and maybe, Dr. Moses, you could provide a little

    bit of insight into the history of our organization, because we have

    had some issues with the Higher Learning Commission in the past.  I

    believe the college has twice been put on sanction in part because of

    actions of the board.

         So I think it might be worth sort of looking at sort of the

    history -- I don't want to belabor the past, but I think it is worth

    sort of just touching base on things that have happened that have

    resulted in significant consequences for the institution.

         And then maybe talk a little bit about shared governance.

         >> DR. BRUCE MOSES:  Chairman Clinco, yes.  If you can look at,

    as you mentioned, the history of Pima Community College dating back

    to basically 1980, 1981, there has always been kind of a through-line

    of the board of Pima Community College understanding what their role


    as Linnea just pointed out, what is the role of the board, what is

    the role of the board regards to shared governance, having proper, as

    Linnea pointed out, board policies, procedures, bylaws, being

    oriented and trained.

         That has been something that both times the institution has been

    put on sanctions with the HLC, has been a through-line in the

    documentation and feedback from the peer review team.

         When I started the college in 2015, and the college was on

    probation with the Higher Learning Commission, that is one of the

    things that the board was going through at that point in time as a

    transition in the board members and the chancellor, you know,

    emphasized very heavily the importance of board orientation, board

    training, understanding their role when they came to accreditation,

    because he had looked at the same thing and seen that there was this

    common theme whenever the college had issues with accreditation that

    it did go back to the board's role in understanding the role and what

    they were responsible for and not responsible for, and the fact that

    one of the key things was that, you know, they delegate the authority

    of running the college to the chancellor in the administration of the


         So that's pretty much, that's been pointed out.  There has been

    ongoing reports and documentation that has had to go to the HLC over

    time, and, you know, each time we have had turnover in the board, we

    have done some type of training like this in regards to, I think this

    is the second or third time we have Linnea out.  We have ACCT out


    multiple times, as well.

         Pam, I think this is at least my second time interacting with

    you, and I know it's been, you or somebody from your organization has

    been out.

         So I think it's very important that each time we bring on a new

    board member and then ongoing for current board members that we

    engage in this type of professional development opportunities because

    of our history.

         >> MR. DEMION CLINCO:  So could you talk a little bit about sort

    of how the Higher Learning Commission sees shared governance and what

    that really looks like and how it manifests within the institution

    and more I think significantly the board's role in shared governance.

         >> DR. STENSON:  I think it can be summed up by the phrase "stay

    in your lane."  Kind of oversimplify things.  I see Pam is nodding,

    but I think that that's fundamentally true.

         Again, the board is a really important part of any institution,

    and, yeah, I mean, Pima has had some difficulties I think in the past

    around this, and so I want to really applaud you for, in many

    respects, really being proactive, really working to understand what

    your role is, what the limits of your role is.

         But I think, you know, if -- and I suppose as a public member,

    people know you, it probably wouldn't be completely unusual, I

    suppose, for your neighbor to say, hey, I know you're on the board

    there, I'd really like my kid to get into this special program.  You

    know, maybe they have e-mailed you.


         That's not your place.  I think you could certainly put them in

    touch with Chancellor Lambert, and he can then delegate down the line

    to potentially look into something like that if that's the case, but

    again, it's about staying in your lane.

         You are not, in some ways, it's about not trading your influence

    on the board for things like that.  You have a higher purpose, a

    higher calling on the board.  And you need to be acting collectively

    with your board colleagues to make things happen.

         You know, it can be -- I'm sure it can be probably difficult

    sometimes when those conversations happen, but you've got to be

    willing to say no.  I mean, that's sort of the other thing.  You have

    to be willing to say no.

         >> DR. MEREDITH HAY:  Demion?

         >> MR. DEMION CLINCO:  Dr. Hay, and then Ms. Garcia, looks like

    she also put her hand up.

         >> DR. MEREDITH HAY:  Hi, Linnea.  It's good to see you

         >> DR. STENSON:  Good to see you too.

         >> DR. MEREDITH HAY:  Hi, Cat.  Nice to meet you virtually.  I

    can't wait to see you in person.

         So I have always kind of approached the board as we have one

    employee, and that's the chancellor.  Also, the other side is if

    faculty or anybody e-mail us with a grievance, it's important, I

    think, you know, and remind me if I'm getting this wrong, to remember

    that we also have to adjudicate any disagreements between the

    administration and employees.


         So it's important that we not get inserted or insert ourselves

    into disagreements with employees of the college and make sure any

    questions or concerns are deferred to Lee, Chancellor Lambert, and

    counsel as needed.

         Would you agree with that?

         >> DR. STENSON:  I absolutely would agree with that, yes.

         >> DR. MEREDITH HAY:  Thank you.

         >> MS. MARIA GARCIA:  My question has to do with, you know, I

    understand the role about the chancellor being the leader and in

    charge.  But what do you do or how can you help if you don't trust

    that leadership?  And the reason that I'm saying that is because, you

    know, I'm going to just say it, this is an open meeting, and, you

    know, you have people come in and tell you that there is some

    nonethical things going on with purchasing policies are going on on

    the board, I mean, that the chancellor is doing.

         The facilities director wasn't involved.  The finance and only

    the chancellor were involved.  They are talking and having 400

    e-mails out there discussing issues that we're not aware of, okay.

         And so to me, in my view, that's just not ethical.  So how can

    you trust that?  I'm sorry.  I can't.  And as a board member, I

    believe that those things should be brought forward.  How do you do

    that without being chastised that you're not participating, that

    you're not doing shared governance?

         >> DR. STENSON:  I mean, have you done a delegation of authority

    to the chancellor?


         >> MS. MARIA GARCIA:  What do you mean, a delegation?

         >> DR. STENSON:  Well, you have hired, have you all hired the


         >> MS. MARIA GARCIA:  Yes.

         >> DR. STENSON:  Have you evaluated the chancellor?

         >> MS. MARIA GARCIA:  Yes, we have.  There is a majority, right?

    So just because you feel or I feel that things aren't going right,

    I'm just one vote.  And the other people don't see it that way.  As a

    matter of fact, I get chastised in our Governing Board meetings for

    asking any questions.  Which I believe are pertinent.  All I wanted

    was the answer.

         And then it's misdirected.  I ask for an investigation to

    something.  They go and put something else in.  I might as well say


         >> DR. STENSON:  I have no idea what this particular -- Pam,

    you're trying to say something, looks like.

         >> PAMILA FISHER:  Well, I think we have to be very careful what

    we're talking about, because we are in an open session, and at the

    same time, I really respect, Maria, what you're saying in terms of

    not wanting to ignore the elephant in the room.  So I think we have

    to be careful because we are right on the edge of a personnel kind of


         So if we take just one step back but still try to answer your

    question, it sounds a bit trite because it's always the answer,

    there's got to be more communication, and when there is a problem,


    that needs to be conveyed to the appropriate people and that process

    really should be kind of spelled out in your policies.  For example,

    there could be allegations made against each other --

         >> MS. MARIA GARCIA:  Yep.

         >> PAMILA FISHER:  -- as fellow Governing Board members.  You

    have the same problem, and given Open Meeting Laws, those are even

    harder to discuss.  At least if you're having an issue that you are

    concerned about with your chancellor, you have the option of

    approaching your board chair and requesting an opportunity to have a

    discussion in executive session.

         There's nothing that says that you can't conduct an evaluation

    and, Jeff, I don't want to step on your toes, so you help me with

    this, but I know CEOs that do that quarterly, just because they want

    to be able to talk about what they are doing, what's not working, how

    does the board feel about it.

         I'm not ignoring the things we heard earlier in this session, but

    it's that kind of a setting that allows you to learn more about the

    situation, to talk about it more, to acquire more information.

         One of the main cautions, and I think Linnea would agree with

    this, you have to be careful about what people come to you with.  You

    have to be really careful about assuming it's true, but if it's

    troubling enough -- if nothing else, you want assurance it's not

    true, then you still have to bring it forward and find the right

    place to be able to talk about it.

         And there has to be -- sometimes things that can happen, it can


    be just between a board member and their leader, and that's all it

    really takes, because it needs some accurate information.

         Sometimes it's much more complicated than that, and it might be

    the chair and a board member or the chair, board member, and the

    chancellor, I'm still staying legal here, Jeff will jump in if I'm

    not, so there are ways of doing that.  And if there is a serious

    concern, and of course we're going to talk about in a few minutes is,

    you all have to function as a team of six, and if something is

    getting in the way of functioning as a team of six, and I hate to use

    this particular analogy, but maybe because I'm dealing with some

    serious cancer in a couple of family members right now --

         >> MS. MARIA GARCIA:  Oh, I'm sorry.

         >> PAMILA FISHER:  -- so I'm just going to say, it will be like a

    cancer, it will grow if you all don't find a way and a place and a

    time to talk about whatever it is that is troubling people.

         And Linnea has seen this more than I have, I'm sure, with all the

    accreditation.  No board that operates without trust or with

    perpetual factions or sides are ever going to do justice to their

    college.  They are just not, because it's going to get in the way.

         Because if you have reservations about a particular action or

    even a couple of actions, and you're troubled by it and you're not

    getting to ask or answer your questions, then you may find yourself

    not trusting a whole lot of other things, too, which are not a

    problem.  That's what I mean about it growing, and ignoring it

    doesn't help.


         But you've got to find a way to talk about it.  And you've got to

    remember that ultimately the five of you are the jury, but don't jump

    in yet.  (Laughter.)  Don't jump to a conclusion until you've heard


         >> DR. MEREDITH HAY:  Chairman Clinco, Pam, if I can just step

    back again, one step further, and address, Maria, you're more of a

    hypothetical perspective, it's my understanding, though, if there is

    ever, if you're -- let's pretend we are in a different board and

    different universe and you have a CEO there actually is a trust issue

    between a board member and a CEO or whatever, I mean, board members

    certainly have the right to ask for audits, external reviews of

    issues, through the chair.

         We, as independent board members, can't do these things

    independently, but I think, if I understand it, Maria, we have, as

    board members, we collectively have other tools to help make sure

    that the facts are the facts and not what they call in Washington

    alternative facts, you know, and so we have tools that we can use and

    ask the chair to use externally to investigate things that we think

    need further clarification.

         Would you agree with that?

         >> DR. STENSON:  I mean, I would agree with that, because again,

    I think that's a collective, consensual action that your board can

    take.  Again, as an individual, you really have no -- you have no

    power as an individual.  Your power is as a board collectively.

         Yeah, we would never say don't ask questions, but again, I think


    you have to work through the process as established for your board.

         >> MR. DEMION CLINCO:  Mr. Hanna?

         >> MR. MARK HANNA:  Thank you.  First, Linnea, thank you, thank

    you for being here.  This is sort of the end of my term on the board.

         I can't tell you how much personally you have helped me in terms

    of understanding the Higher Learning Commission and what we were

    striving for and our whole troublesome time that we were able to turn

    things around thanks to people like you who gave us insight into what

    exactly we were striving to get to.  So thank you.

         And I think the most important thing you have said, at least what

    I heard, was that everything trickles down to the students.  Again, I

    can't say this enough, for me, our most important responsibility is

    to the students.

         Now, that's not to say that if we think something is unethical or

    illegal, God forbid, illegal going on, that it's our responsibility

    to pursue that, but when we get caught up in what I believe to be

    arcane or maybe bad decisions but nothing illegal or unethical, I

    don't understand how that helps the students.

         That's my concern, is when we get focused in on something that,

    yeah, maybe it shouldn't have gone that way but it doesn't really

    appear to be illegal, and it's really, as far as ethics, in my

    opinion, I don't see it, but nevertheless, how does that affect the


         That's what concerns me.

         >> PAMILA FISHER:  You know, I thought one thing, Linnea, you


    used a word that is probably not in Pima's policies as much as it

    should be, having reread them all again this weekend, and that's the

    word "conduct."

         There is a code of ethics, and it's very, I was going to share

    this later, but it's appropriate I think now, it's very high level

    and it's good, there is nothing wrong, it's actually very well

    written, but it's about the board and how they make decisions, to

    your point, Mark, and putting students first, representing all the

    constituents.  And it's conflict of interest.

         And then there is a tiny portion about communication protocols,

    which is more related to our discussion about what do you do when

    people bring you complaints and to where do you refer them, there is

    a little piece of that.

         What is missing, and I'm sorry to surprise Lee on this, as much

    as we have all met together, we have always had too many things to

    say, and I've never wrapped this one up, what is missing and that I

    see happening in some board policies now is what I call recourse.

         Here is the code of ethics, and then some are even going a step

    further and having a code of conduct which says, okay, here is how

    the board behaves, but guess what?  Here is how individual members

    are supposed to behave or expected to behave, and it would include

    the chancellor or president, as well.

         And then the recourse is, and when we think maybe that's not

    happening, what do we do?  And it's spelled out that are right there

    in your own policies and procedures that says here's how we address


    those allegations, here's how we do it.  Assuming people are innocent

    until proven otherwise, here's how we do it in a fair way, and as a

    board, here is how we do it in a way that doesn't end up hurting the

    whole college and students at the same time because of an individual

    board member.  That could be any of the six of you.

         We have ways for dealing with all of that for our employees but

    not so much for each other and for our leader.  So that might be one

    of the things that could show up on your to-do list as we talk toward

    the end of this time of what do you want to do next, how could we

    pursue that?

         Because going back to starting with Maria's question, if you have

    a concern, you have a right to bring it up, we need to find the best

    way to bring it up, the best way that not only gets you an answer but

    does not hurt the college and the students in the process, and I

    suppose it would be fair to say not to hurt the individual, as well.

         But I'm going to an even higher level.  It's tricky (smiling).

    I'm just going to say it.  It's tricky.  But you've got to find a way

    and there is a way.

         Fortunately there is a way that works better if you're talking

    about your chancellor than it does if we're talking about each other,

    because you never get to go into executive session to talk about each

    other, at least I hope you're not -- I know you're not doing that.

         That said, and it's harder with a small board like yours, because

    of the same thing Danee was talking about, only five people, because

    larger boards, seven, nine, they have lots more flexibility of ways


    of addressing concerns about each other's behavior and possible

    unethical behavior without violating quorums and all kinds of other


         But you don't have too much flexibility, but you do have some,

    but the real point is your policies and procedures don't say anything

    about that.  When they don't say anything -- and I think, Jeff --

         >> MR. JEFF SILVYN:  If I might, they do in a general way, so

    under the bylaws, if someone has a concern that the chancellor or a

    board member were acting inappropriately, and there is a code of

    conduct for board members and for employees, then under the current

    bylaws, the next step would be to go to the board chair and/or legal

    counsel, which would result in a conversation about what's the

    appropriate next steps to take, given whatever the specific concern


         We don't have mapped out what those alternative pathways would

    look like.  Like in the code of conduct for an employee for

    disciplinary matters, there is very clear steps.  We don't have those

    kind of steps mapped out, but there is sort of a notice and a

    general, then we'll figure out what would be the appropriate steps to


         >> PAMILA FISHER:  So, Jeff, is there a code of conduct?  I

    thought I heard you say we have a code of conduct for employees and

    board members?  They are lumped together?

         >> MR. JEFF SILVYN:  No.  So the employee handbook has a code of

    conduct --


         >> PAMILA FISHER:  Okay.  I couldn't find your code of conduct in

    the policies you sent me.  Maybe I just missed it.

         >> MR. JEFF SILVYN:  In the bylaws, there is an article that has

    conduct for board members.

         >> PAMILA FISHER:  Okay, okay.  Maybe it's there.  I think maybe

    that's where the one about communications protocols are.  I think

    that's the one I was talking about at the very end.

         >> MR. JEFF SILVYN:  I'm not saying it's because it's not worth

    periodically looking at.  I mean, we went through a fairly

    significant revision process a while ago, so we could certainly do

    that again, but there is a basic process.

         >> PAMILA FISHER:  Okay.  Again, I want to get you back on track,

    but the point is it wasn't clear to Maria here what is a way to

    handle her concern, and I'm sensing from the group and knowing we are

    in a public setting, I'm sensing from the group that some people

    didn't care for the way it was handled.

         And so that said, all of that works against you as a team in

    terms of trying to resolve the issue.

         >> MR. DEMION CLINCO:  Dr. Fisher, can I ask a couple of

    clarifying questions to both you and Dr. Stenson?

         So a series of sort of circumstances occurred where I believe

    board members were notified of some sort of external concern, and

    then rather than following or contacting legal counsel, there was

    sort of a request for all of this different types of information to

    sort of conduct an investigation, let's say, for a better word, so


    all this collective, public records requests sent by board members

    asking for information so that it could be evaluated at some level.

         After this sort of went on for and it became clearer what the

    concern was, the board, and through me, we directed our legal counsel

    to hire outside legal counsel to conduct an investigation into these

    concerns, specifically to address them in a clear and open way so

    that there would be no misunderstanding.

         There was also, you know, one of the reasons that we're having

    this discussion about open meeting is there was a lot of

    communications moving around and there was concern -- I certainly had

    concerns that we were on the edge around open meeting issues, as


         We conducted that, we conducted that, those investigations, and

    those investigations, which we had a special meeting to discuss and

    to present to the public and they are available on the website, they

    found no wrongdoing.  The chancellor was within his authority that we

    had delegated to him, there was no unethical, no illegal activity

    that had gone on, and then so we sort of closed that door.

         But now we sort of still need to be revisiting those things and

    we are still pulling up this sort of concept of wrongdoing, and so

    I'm concerned, one, that there is a perception that there is any

    wrongdoing going on.

         I have said continually during my tenure on this board I believe

    in transparency, clarity, and let's get outside assessment, let's do

    an audit, let's find out what's going on, because all of the problems


    that this institution has had in the past is because a lack of

    clarity, a lack of --

         >> PAMILA FISHER:  Openness.

         >> MR. DEMION CLINCO:  -- openness to the public.  And the faster

    we can conduct an assessment, an evaluation by an independent third

    party who doesn't have any, isn't beholden to anybody within the

    system, seems like the strategy to approach when there are concerns

    about wrongdoing.

         But there seems to be a disconnect with the conclusion of that

    and moving on and whether or not someone feels like the resolution

    actually fit a perception of what was going on.

         So I think what would be helpful as part of our discussion today

    would be to discuss strategies, how do we work together to

    effectively identify a concern, take an appropriate approach in

    evaluating whether there is something to be concerned about, if there

    is, moving together as a board to put in place solutions to stop it

    from happening or to correct it or to terminate individuals or

    whatever we need to do as a board to hold accountability.  But if

    there is not, we also have to move on.  We have to work together and

    have to trust each other, and there seems to be a breakdown in that


         >> PAMILA FISHER:  Well, that's why I brought up process.  So

    it's not just whatever the particular issue of the day is, but any

    time there is an issue, so there is agreement.  I don't know a whole

    lot about this, so again, we are talking theoretical model, but


    practical, and that is where is it spelled out what we need to do,

    notwithstanding what Jeff said, because I just looked again and I

    still can't find it.

         I'm just saying it obviously was not easy to find, and I know for

    sure that whether it's in there or not, what should be in there in

    terms of best practices is, Maria, if you have a concern, if anybody

    has a concern, you take it to the appropriate person, in this case,

    the chair, if it's about something else, maybe take it to the

    chancellor, but it should be spelled out.

         Meredith made a super good point earlier and never should you be

    investigating it yourself, never.  Because in fact you're going to

    end up adjudicating it later, or you could.

         And I'm thinking when somebody grabs you in the grocery store and

    tells you about this awful thing their dean did, and you're a kind

    and nice person so you nod your head and smile and you don't even say

    yeah.  Or you might be so shocked that you say, oh, that's awful, how

    did that happen?  Really sorry to hear that.

         Of course what you heard may not be true at all.  Then it may go

    through the whole process and eventually end up in front of the board

    for the final jury or judge call, I should say, and the employee

    says, well, I saw Maria in the grocery store four months ago and she

    really agreed with me and et cetera.

         You didn't.  But believe me, they will say that if they saw you

    nodding.  And you put yourself in it.  Now you can't run from them

    when you see them in the grocery store, but you do have to be super


    careful and withdraw from the conversation and turn it over to

    whether, who is appropriate.  In this case, whether it's your board

    chair or your chancellor, depending on the issue, let them

    investigate it.  You mentioned having an investigation.  Agree as a

    board on what's a process.

         We all agree, because remember, you can't go tell the chancellor

    to have -- you can't go tell Demion to go have an investigation.  You

    have to agree as a board, at least a consensus, although I'd sure

    hate to do it on a 3-2 vote or 4-1 vote, but you have to agree as a

    board, yes, we need to take care of this and clear the air, you agree

    how you're going to do it, who's going to do it, you let them do it,

    they come back, they share it.

         And if you don't totally agree with the outcome, you at least

    then have to, and that's the word that was going through my mind as

    you were speaking, Demion, you have to process it.

         And you may have to come away eventually saying, well, they

    didn't see it the way I did, but I think the process was fair.  Then

    in the meantime what's happening, and this could be between two board

    members as much as between a board member and the CEO, is it hurts

    the relationship.  It clearly hurts the trust.  You already said

    that.  It hurts the trust.

         That's why I'm a believer in moving forward, and we've got some

    people on this board who are type A, move forward, do we really have

    to talk about this anymore?  I'm watching some of you laugh.

         That said, you've got to take time for the process and work it


    through so that everybody feels they have been heard.  Even if you're

    not thrilled with the outcome at the end, you know your voice has

    been heard.

         Because if you try to pretend it doesn't exist, that's why I like

    the elephant-in-the-room analogy a lot, if you try to pretend it

    doesn't exist, it's going to get in the way of every other

    conversation you all are having.

         Then we're back to the basic principle Linnea had talked about,

    no one person has authority.  So no matter how much you may distrust

    or dislike somebody, you don't get to make the decision about their

    future, but what you may end up doing if you're not careful is really

    hurting the college in the process.

         And I know none of you want to do that.  I know you know how

    valuable Pima is to the community.  So you've got to find a time to

    address it.

         May I give you all just a little bit of grace, it's not a word I

    use very often, but I have heard it a lot lately, and I think there

    is something to this.  COVID is making these kinds of discussions

    harder than ever.  Boards are not getting to meet in person.  They

    are not being able to look face-to-face, looking in someone's eyes,

    figuring out do I trust you?  Do I accept your apology as sincere?

    What about this, what about that?

         I have been with four different boards in the last five weeks,

    two of them in person, and the two that were in person was their

    first time together in whatever it's been, six, seven, eight months,


    and all this stuff came out (laughter), all this stuff that people

    had concerns about over the past few months and they really hadn't

    had a place where they could talk about it and put it to bed.

         I think in a way we all have to be a little bit more tolerant.

    That doesn't mean you should ever accept anything you think is

    unethical or illegal.  I don't mean that.  But the lack of

    opportunity to process it and move on has been made much more

    difficult, and I don't have any answer for you on how to deal with

    that other than what you're doing right now.

         So I commend you for what you're doing right now.  And I would

    encourage to perhaps consider ways, not violating any laws, that one

    or two of you could meet together with your chair, whatever the

    configuration that's the most effective, to pursue it further in

    terms of, for example, if I don't trust somebody -- I'm not thinking

    of you guys.  I'm thinking of a group I was with two weeks ago.

         What we got them to agree to do was that the two people were

    going to meet privately themselves to talk about why this hurt was

    still there after such a long period of time.  And they agreed to go

    and talk, nonquorum, off the record.

         I think that was a great step.  It's part of being part of a

    corporate entity, if you will, I don't like that adjective, but

    that's what a lot of statutes say.  You are a corporate entity.  You

    can't do it over here as a group of six, but you sure as heck can do

    some over here of just two people.

         I don't think how relevant that is to this particular situation,


    but I would encourage -- I'm not picking on you, I'm identifying you,

    Maria, because I appreciate your willingness to speak up and I'm

    really glad you did, but if that's something you're willing to do and

    have an offline conversation with one other person or one person

    plus, whatever it takes, I really encourage you to do that.

         It is your role to ask the questions, but I will come back to

    process.  If you had a process in place already that said, or maybe

    you have one and you just need to get better acquainted with it, I

    don't know, but it should be real specific.  I come back to the word

    "conduct."  It should be real specific, this is how you do it, this

    is where you take it, this is the next step, and at the end we all

    agree to honor the decision of that fair process.

         That's all I know that to do with it.  I don't know if that helps

    with your initial question or not.

         >> MS. MARIA GARCIA:  Thank you.  It helps.

         >> DR. STENSON:  I say hear-hear to that, because we're going to

    be looking at process.  Did the board follow its own processes and

    did they resolve it in the way that they have outlined in their

    bylaws or whatever the place is where, how you deal with things are

    laid out.

         And ultimately, yeah, at some point you may have to just say,

    okay, this didn't resolve the way I thought it would, but I'm more

    interested in the good of the organization than trying to continue to

    push this.

         I mean, I think, Demion, you said we did the investigation, we


    have done this, done that, we found this, and now we're going to move

    forward.  If that was the process and that's what the finding was,

    great.  Then move forward.

         If there was some other finding, then you should pursue that.

    But I think you have to, you know, from my perspective and, I mean, I

    have got, you know, I have got a couple of boards who right now, one

    institution in particular, is on a sanction right now because the

    board is that dysfunctional.  Some of that really is just people.

    Decisions are made and people aren't happy with them, and there is

    sort of a lot of mussing and fussing.

         >> PAMILA FISHER:  Yeah.  It doesn't go away.

         >> DR. STENSON:  Yeah, it doesn't go away.  That's unfortunate,

    but it trickles down.  It trickles down to the student.

         >> MS. MARIA GARCIA:  Yeah, it makes it extremely uncomfortable

    to function this way.  I just feel that the item that I wanted to be

    looked at wasn't looked at.  It was circumvented to something else.

    I'll just leave it at that, because I think we need to not go on any

    further with this.

         >> PAMILA FISHER:  Okay.  But that's a legitimate concern, and

    that's that processing or debriefing I was talking about.  If that's

    how you felt when it was done, then the next thing would be to share

    with your colleagues, here's what I felt got missed.  Here's --

         >> MS. MARIA GARCIA:  I did that.  I put it in writing.

         >> PAMILA FISHER:  And there is another question I like to ask

    when something like this happens, because sooner or later you've got


    to look forward, not backward, but before you do that, it's often

    helpful to ask the question, what could have happened differently

    -- not just on your part but on the other person's part -- that might

    have prevented this?  What would we do differently?

         And I'm saying as me, myself as a CEO, I might very well say I

    was perfectly within my rights, but knowing now how you feel about X

    in general, what could I have done differently that would have made

    you feel better?  And if your answer to me has the consensus of the

    other, the rest of the board, like, yeah, maybe just a heads-up a

    little sooner, or whatever, whatever it is, and then you go on and

    you go from there.  Then it's a little easier to let it go.

         And it might be just the opposite and you might say, oh, I missed

    that when you sent this out six months ago and your packet was so

    thick and I missed it.  That happens to all of us too.  And together

    you come up with here is how we might avoid this in the future.  It

    makes it a little easier to let it go.

         Again, I think it's good it was brought up.  You might want to

    take a look.  Demion, you might want to just take a look at those

    policies process that you have in place for that and see what you

    think.  Not about that issue, but about conflicts or allegations in


         Usually the problem ones are between board members, I'm going to

    tell you, far more so, because you have an out with your chancellor.

    You do an evaluation and you can go into executive session and talk

    about pretty much whatever you want.


         The more challenging one is when one of you do something that

    other people feel violates your policy and it may be real -- nothing

    is ever real clear, but almost real clear that that's the case, but

    what do you do about it?  How are you supposed to handle it?

         Too many boards I've worked with try to write that policy while

    they are very upset with one of their colleagues.  That usually

    doesn't go over very well, because everybody knows that's why they

    are doing it.

         Our comments clearly, I want to thank you, Linnea, you stole half

    of my presentation but that's perfectly fine.  It's always reassuring

    to know that the expert up there agrees with that, but I do have some

    others I will share when we get to it.

         >> MR. DEMION CLINCO:  Dr. Fisher and Dr. Stenson, I think this

    is a good time to address elephants in the room, and I think there

    are others that should be talked about in the context of this

    conversation today.

         One is something you brought up earlier, this idea of undue

    influence.  Something that I have observed in the functioning of this

    board is it's almost as if we have a ghost board member, people who

    are producing documentation that is being submitted under

    (indiscernible) names that is being sent to both me, to the

    chancellor, that isn't actually being generated from board members

    serving on this board.  It's third parties who are providing either

    with input or completely outside, I don't know, information is

    coming.  It's coming under people's names.


         It's something that for me has become very difficult to navigate,

    because I'm not sure who I'm talking to.  I'm not sure what the

    issue, where the issues are emanating from.  So it's become

    complicated.  I think it's added an extra layer of complication.  I

    wonder if you could talk about undue influence and the role of board

    members to really serve.

         I think -- you know, I am elected by the public, right?  I hear a

    lot of opinions from people on a lot of different things.  I take all

    of that in and I make a decision.

         But maybe you could provide a little more insight into the role

    of board members individually to be independent, or if that's -- you

    sort of alluded to it earlier, but maybe talk a little bit more about


         >> DR. STENSON:  Well, I mean, you know, the thought is that,

    again, if you're governing for the good of the institution, you

    really should not be necessarily influenced by outside forces, right?

         I mean, yes, you're going to be -- you're going to be reading

    Inside Higher Ed, you're educating yourself, you're taking in


         Sure, somebody stops you at the grocery store, seems to be a

    place where a lot of people go there, as far as I can tell in your

    town, you're at the grocery store and someone says something to you,

    you can acknowledge that and so on.

         But I think really ultimately there should not be some other

    group that is somehow producing something for you that you're then


    sending in to the board under your own name.

         I don't even understand that, how that would happen.  I can't

    even think what a group of peer reviewers would think about that.

    I'm not sure.  I don't -- there is no, I don't think we'd have any

    expectation that that's something that would happen.

         You should be governing for the good of the institution, not

    because someone is telling you how to do it.

         >> PAMILA FISHER:  You know, a way of maybe looking at it,

    because I agree with you, Linnea, I've seen it happen, there can be a

    special interest group in the community who has a special agenda,

    especially if they help elect somebody, and then they feel like that

    person is supposed to carry forward their agenda, which I know you'll

    say is absolutely taboo as far as accreditation is concerned, you

    represent the whole group.

         As I always tell people, even if you're elected by geographical

    region, once you're elected, you represent the whole institution and

    the whole constituencies.  But a slightly different twist on that

    that maybe is a little easier for us to get our hands on would be a

    group of employees, because groups of employees who have, I mean,

    let's face it, we all know that, and you don't know this, Catherine,

    but I was a faculty member for many years, a union officer, a senate

    president, so I'm a lifelong union member, so I'm not anti-union or

    any of that kind of stuff.

         That said, their agenda might be different than the board's in

    terms of the whole institution.  Or they might not even be a formal


    group.  They may be just a group of faculty that have an agenda.

         If they think that they can go to any one of you and get you to

    in essence be their spokesperson to carry their message forward, you

    have already gotten way out of your lane.

         If they have a concern, they need to bring it to the whole board,

    and the whole board needs to see it.  Because again, you're back in

    that jury and judge role of how accurate is this, and you may ask a

    lot of questions, you know, you can hold your chancellor's feet to

    the fire, but it's all open and above --

         >> MR. DEMION CLINCO:  I hate to interrupt, but it looks like we

    lost Ms. Garcia.  Maybe we should make a pause until she comes back


         >> PAMILA FISHER:  You're probably right.  You want to take a

    quick break for five minutes?  I was going to suggest that, anyway.

         >> MR. DEMION CLINCO:  That's a great idea.

         >> PAMILA FISHER:  Some of us are getting our own, but --

         >> MR. DEMION CLINCO:  We'll take a five-minute break, so we will

    reconvene at 3:17 or 3:18.

         >> PAMILA FISHER:  Great.


         >> MR. DEMION CLINCO:  Looks like everybody is back.  Lee,

    Chancellor Lambert, are you back?  We are still live streaming.

    Looks like Chancellor Lambert is back.

         We still have about an hour and 40 minutes together and I want to

    make sure we use our time as effectively as possible.


         I want to hand it over to Dr. Fisher to help guide the next sort

    of components --

         >> PAMILA FISHER:  Just for clarity, how much time did you say we

    have left?

         >> MR. DEMION CLINCO:  We have until 5:00.  Is that right?  We

    have about an hour --

         >> PAMILA FISHER:  I thought you posted it as 4:00.

         >> DR. STENSON:  Because I'm on Central time.  I thought it was

    5:00 Central.  If you are saying 5:00 your time, that makes it 6:00

    or 7:00 my time.

         >> PAMILA FISHER:  I'm looking at Catherine.  Looks like she

    thought that, too.

         >> It's been posted till 5:00.

         >> PAMILA FISHER:  It's your retreat, your workshop, you will

    decide when you've had enough, and we'll try to make it be as

    valuable for you as we can.

         Do we think Maria is back with us?

         >> MR. DEMION CLINCO:  It looks like she is, yes.  Ms. Garcia,

    are you back?  Or did we lose you again?  Ms. Garcia?

         Maybe we can give her another minute.

         >> PAMILA FISHER:  Yeah, because I think I wanted to finish that

    one thought about employee groups.

         >> MR. DEMION CLINCO:  Ms. Garcia, are you there?

         >> PAMILA FISHER:  Yay.  There she is.

         >> MR. DEMION CLINCO:  Terrific.


         >> PAMILA FISHER:  Okay.  Well, before we lost you earlier and

    then we decided to take a break, Maria, we were talking about some

    other things of people, the undue influence idea, but more it's just

    a matter of how you handle those situations.

         Even in our discussion today, we are doing as we usually do in

    our retreats, jumping all around the agenda, and that's perfectly

    fine, because we should talk about something when it's relevant.

         This whole issue of communication protocols is a big part, I

    think really important for Catherine, in particular, a big part of

    board conduct.  It sometimes crosses over from conduct to ethical

    behavior and definitely influences the institution as a whole.

         What do we do when individuals come to us, and they will come to

    you, Catherine, I promise you, with their concerns or their

    complaints.  Your board has a pretty good outline at the very end of

    your code of ethics, conflict of interest policy, article 10, that

    spells out, yes, if somebody brings it to you, you take it to the

    chair, you take it to the chancellor, or if it's about the

    chancellor, you take it to the chair.

         And the community members that come to you, obviously -- well,

    they are all important, but the community members' response from you

    is a little different than employees.  You're going to be more, I

    don't want to say sympathetic, empathetic.  You're going to listen.

    You're definitely going to listen.

         And then you will say, you know what?  I will see what I can

    learn.  Would you like me to have the chancellor call you?  We can


    look into that, or would you prefer I get back to you?

         If you can, pass it off to Lee (smiling).  Let him be the one

    that gets back to them or delegate, if it's a person who knows that

    particular topic even better.  But you listen politely and you follow

    up and you let them know.

         What is a tougher one, and that's what I was starting to talk

    about before we took the break, was employee groups, because the

    rules are different for the employees.

         Remember, I have this thing that I call the rules of one, it's

    kind of corny, but it's the way of remembering it for me.  There is

    one team, and that's the six of you.  No one person has any

    authority.  The whole board needs to speak with one voice.  After you

    have discussed and debated and argued, it's still one voice.  And you

    have only one employee.

         So given that last one, you have only one employee, if the

    employees bring concerns to you, your appropriate response is to turn

    it back and say, have you been to your dean?  Have you been to your

    campus president?  Have you been to the chancellor?  You turn it back

    to them.

         The last thing you want to do is get involved in trying to solve

    it yourself for the reasons we talked about earlier.  And then of

    course after you have been contacted, you're going to call the

    chancellor, again if it's not about him, you're going to call the

    chancellor and tell him what has happened.

         Now, a different part of that picture is when a group of faculty


    that are organized or semiorganized and really have a particular

    agenda they are pursuing, and usually they get real excited about a

    new trustee -- I'm sorry, new board member.  By the way, across the

    country, Catherine, trustee is the more common term, but Board of

    Governors is also popular, and of course that's where you are.  If I

    misspeak, it's the same thing.  They see a new member come on to the

    board, it's like, oh, good, let's go talk with her.  Let's go tell

    her how it really is.

         Depending on your relationship with them, perhaps a prior

    relationship before you're even on the board, there is a real

    tendency for some groups to want to take advantage of you.  I'm just

    going to say it.  Again, not ignore the elephant in the room.

         You're not going to stop your friendly relationships with people,

    but your relationship is different now.  You're a trustee, you're a

    board member, and you have to be really cautious about how you


         But if you're hearing from a group of people enough concerns

    about a topic, you're going to convey that to the powers that be,

    whoever that should be, and if you feel that it needs a broader

    audience, you may take your issue to your whole board and say, what

    about the subject of, how are we doing on that, could we learn more?

    Maybe it's a complicated subject and you want to have a study


         But again, you take it back to the board.  You reach a consensus,

    well, yeah -- and this is where your veterans, and I will bug them,


    because you don't have many veterans left so it's easy to pick on

    those two, they may be thinking, oh, yeah, two years ago we went

    through that in so much detail, do we really have to do it again?

    The answer is yes.

         At ACCT we say one new board member equals a new board, and you

    have almost three new board members, one new, two sort of.  So they

    may have to go back and revisit topics.

         It's okay for you to bring it up and do that.  When it's not okay

    is for you to take the issue that this particular group of people,

    whether they are in the community or on the campus have convinced you

    is an issue and now you speak for them.  That's why I think -- yeah,

    Linnea, you're still with us.  We keep moving on the screen, and I

    can't find people.  You're supposed to be over there.  No, there you


         As Linnea was saying, it's hard for her to even imagine, never

    would board members put forward, never should they put forward ideas

    or concerns that are really those of some other group other than


         If they feel strongly about the topic, they can encourage those

    other people to put it forward.  They can come to your open comments

    of your meeting and put it out there.

         If enough board members feel like -- there is a rule, because of

    Open Meeting Laws, if they come forward and put a lot of stuff out

    there, complaints, concerns, whatever, and Jeff, I don't know how

    strict you are about this, but technically you're not supposed to


    respond to those at that meeting.  In other words, you're not

    supposed to get into a back-and-forth with people in public comments.

         You can listen attentively, and then you can talk to each other a

    little if you need to, and then you can also decide as a group, you

    know, Mr. Chancellor, we'd like you to follow up and bring us back

    some more information next month or whatever.  But you don't engage

    at that point.

         But they can bring it forward as their issue.  No matter how

    sympathetic you are, again, you're supposed to be listening and

    taking it all in, including the things that you don't know yet, and

    including the wisdom of your colleagues, and then you get to take an

    issue on it at the other end.

         So those communication protocols, and they are actually spelled

    out pretty well, again, in that section of your code of conduct at

    the end, or code of ethics, I mean.

         But it's really important to do.  So if I could back up just a

    minute, I want to just say it again, because I think if you had to

    just simplify everything, we can get it this way:  You've got to be a

    team.  You don't always have to agree, just like family, but you've

    got to be a team, you have to listen to each other and operate as a

    team, and the less you operate as a team the more you're going to

    hurt your college all the way over to the really extreme of sanctions

    and worse.

         And of course when I say "hurt the college," I really mean hurt

    the student.  No one of you has any authority.  I hate telling a


    newly elected person that, and they often argue with me.  Well, what

    do you mean?  I just got elected.  I say, yes, you have 20%

    authority, in your case, 20%.

         It's not the same as being on a high school or K12 school board,

    not the same at all.  They get way into operations.  It's not the

    same at all as being on a city council or county commission or

    whatever it might be called in your area.  You have your own staff

    and your own office and certain domain of authority and you direct


         Frankly, a lot of people who get elected to higher ed boards are

    kind of disappointed, because they think they are going to be able to

    do, you know, all these certain things.

         You can still get those kind of things done but only if you win

    over your colleagues.  That's what I always say to people.  It

    depends on how persuasive of a leader you are, and you can come in

    with new ideas.  I always encourage new board members, ask questions.

    You don't really have any old-timers on your board, but some boards I

    go to, they have people that have been there 15, 20, 25 years, and

    when the new person asks a question, they look at them, what are you

    talking about?  That's how we do it, or they say, it's in policy.  We

    say, show us.  There is no policy on that.  It's just how they have

    always done it.

         I tell new people, ask questions.  That's perfectly fine.  And

    the old-timers should be able to tell you why.  But there has to be

    that, again, that team part in order to do that.


         What's really tough, it relates back to our earlier conversation,

    is if you have had an honest, open, candid, transparent discussion

    about process, about what the outcomes and finally made a decision, I

    think Linnea will back me on this, I think I saw it in her PowerPoint

    even, once a decision made, it's honored by everybody.  Now, you

    don't have to go out and promote it and say now I love it, because

    they already know you don't.

         But I tell people if you can't promote it, then just shut up,

    just zip it.  A decision has been made.

         The press, if you have a vote and it's 4-1 and something passes,

    do you think the press is going to contact any of the four?  No, they

    will go directly to the one, because that makes better news.

         My opinion, the appropriate response to that kind of inquiry is

    you already know why I voted against it.  I shared that with my

    colleagues.  But my colleagues have made a decision, and I support

    the decision that they made.  It's some of those kinds of things that

    the practical application of stay in your lane.

         Now, I have a couple of things I want to point out mostly to

    Catherine, the rest of you tolerate this for a minute, I'm not going

    to walk you all through it, but you have some materials that Andrea

    sent to you ahead of time from ACCT.

         There is a summary about roles and responsibilities.  It is

    totally consistent with what Linnea shared with you earlier, just

    goes into a little bit more detail about acting as a unit.

         Pardon?  I guess it was something else.  Okay.


         I'm not going to walk you through that.  But I would like you to

    look at the one she sent out that's called the top 20 truths for

    effective trusteeship.  Do you all have that copy?  I know the

    veterans have seen this before.  I will wait and see if you have it.

    Whether you have it in front of you or not affects what I'm going to

    have you do.

         Does everybody got one?

         This one page, Catherine, summarizes hundreds of pages.  So if

    you are the kind that wants a CliffsNotes version, that's what we are

    trying to do on this one page about what does it take for effective

    trusteeship?  What are the practices that a board or an individual on

    the board, because they vary, would actually do.

         And what I would like for you all to just take a moment and do is

    go through these 20, I'm not going to read them to you, go through

    these and identify two things, a particular concept that in your

    experience, this is for the veterans, Catherine gets off easy, a

    particular concept on this page that you think is so very important

    and your advice to a new board member would be watch for this one, or

    if it's two, that's okay, watch for this.

         Then the second thing I'd like you to look for, this has more to

    do with the elephants in the room, what is one on there that this

    board needs to work on because we're not doing too well or we could

    at least do a whole lot better.

         >> DR. MEREDITH HAY:  Are we looking at the top 20 document or

    which document are we looking at?


         >> PAMILA FISHER:  Yes, top 20 document.  20 items, 20 sentences.

    One that you particularly like and think is important and you want to

    share that as advice and then one that you think the board needs to

    work more on.

         Meredith, do you have a question?

         >> DR. MEREDITH HAY:  No, sorry.

         >> PAMILA FISHER:  Just take a few minutes and take a look at

    those, if you have to go back in your e-mail to find them.  We don't

    want you to disconnect though.

         >> DR. MEREDITH HAY:  Well, Pamila, one thing I think we do well,

    I think our board meetings have gotten much more effective and


         >> PAMILA FISHER:  Okay.  That was an issue for a while, hmm?

         >> DR. MEREDITH HAY:  Yeah.  We just got a message from Maria

    that she's unable to get back in.  Did you see that, Demion?

    Probably the same video issue that Pam was having or something.

         >> MR. DEMION CLINCO:  Yeah, I see that now.

         >> DR. MEREDITH HAY:  Marcos maybe can help?

         >> MR. DEMION CLINCO:  Or Andrea?  And let's just pause until she

    gets back in.

         >> I've tried calling her but she's not answering.  I'm still


         >> DR. MEREDITH HAY:  She chatted here.  I think Marcos maybe can

    help us.

         >> PAMILA FISHER:  Oh, I see.  It was Marcos that turned off the


    video when we were trying to get back in earlier.

         >> I was afraid it might capture something unintentionally.

         >> PAMILA FISHER:  Oh, aren't you kind?  I like to have somebody

    looking out for us like that.  Maria, are you there now?

         >> MS. MARIA GARCIA:  I can't go back to my video.

         >> DR. MEREDITH HAY:  I suggest she hang up and dial back in.

         >> MR. DEMION CLINCO:  The list of 20 is also on the board docs

    on the website.  So if you go to the agenda, it's included in all the

    agenda material.

         >> PAMILA FISHER:  Right.

         >> MR. DEMION CLINCO:  Ms. Garcia, do you want to sign out

    entirely and try to log back in to the Zoom call?

         >> MS. MARIA GARCIA:  I'm in the Zoom call.  I just can't see the


         >> MR. DEMION CLINCO:  So the material is an attachment to all

    the agenda material, so if you go to the board docs, it's in the, or

    you go to the Governing Board site?

         >> DR. MEREDITH HAY:  Demion, why don't you share your screen and

    put it up, and we can all see it.

         >> MR. DEMION CLINCO:  Yep.  Okay.  Can everybody see that?

         >> DR. MEREDITH HAY:  Yeah.

         >> PAMILA FISHER:  Great.

         >> DR. MEREDITH HAY:  Perfect.  So anyway, I think we do well and

    have made significant improvement on effective and efficient



         >> PAMILA FISHER:  Board meetings, your meetings, you're spending

    the time the way you want to spend it?

         >> DR. MEREDITH HAY:  That's just my opinion.  Others may have

    something else.

         >> PAMILA FISHER:  Other veterans agree with her on that one?  Or

    disagree?  Meredith, what do you think you could do better on that

    list?  Not you but the board.

         >> DR. MEREDITH HAY:  I'm reading.

         >> PAMILA FISHER:  That's okay.  You're just giving the others a

    chance to do their work too.  So that's okay.

         >> DR. MEREDITH HAY:  I think No. 11 is really, really important,

    and I think we're struggling with that right now.

         >> PAMILA FISHER:  I was wondering about that, because it

    certainly fits with our discussion.  He doesn't get a blank check.

    In general, however, any criticisms you might have of your leader you

    want to deliver in private and hold their feet to the fire but not in

    a way that makes it impossible for him to govern your institution.

         Somebody else?  Mark?  You're about to leave us.  Share your

    wisdom.  What do you think is on there that this board has done well

    the past year and maybe something they should work on?

         >> MR. MARK HANNA:  I think that we have done well on broad

    policies.  I think that's something that we struggled with early on

    when I first went on doing a little micromanaging, and so I think we

    have done better in terms of working on broad policies.

         Stuff we need to work on?  Yeah, No. 11, I am concerned about No.


    11.  Again, I worry that we see the big picture and instead of

    undermining, moving forward that we work on positive solutions to

    ensure that.

         >> PAMILA FISHER:  Okay.  That relates partly to No. 14, as well.

    What message are you conveying to the public if, you know, if you

    don't do it that way.

         Luis, do you have a couple for us?

         >> MR. LUIS GONZALES:  It would be --

         >> MR. DEMION CLINCO:  Mr. Gonzales, you have muted yourself.

    Mr. Gonzales?

         >> MR. LUIS GONZALES:  I come back to No. 14.  I think in the two

    years I think we have done a lot in reference to building that image.

    The good thing is that we only have one public community college in

    Southern Arizona within Pima County.  I think that's very positive.

         I know there is always room for betterment, but I think we are on

    a good road right now.

         And those are the good things I have heard so far, and I do want

    to make a reference to not only the orientation, but what we are

    having today, this is, in the two years, this is one of the best in

    reference to the intro.  When I first came in, I thought, I wish I

    would have received more of this information back then not until

    right now.  But I think it's doing good, doing good.

         >> PAMILA FISHER:  Good.  Thank you.

         So where are we?  Maria, can you see it well enough to comment on

    the ones on here that catch you as something you feel good about or


    something that needs to be improved?  Not sure we have her.

         >> MS. MARIA GARCIA:  I would say No. 19 needs to be looked at

    from all board members.

         >> PAMILA FISHER:  Okay.  Well, you just made Linnea's day, good.


         Is there something that you think the board is doing well?

         >> MS. MARIA GARCIA:  I think we do No. 2 quite well.

         >> PAMILA FISHER:  Okay.  That's a huge one.  So that's

    definitely one you want to work toward, for sure.

         Catherine, did you attend board meetings before you were elected?

         >> MS. CATHERINE RIPLEY:  I watched them on YouTube.

         >> PAMILA FISHER:  Good.  Because I'm just curious as an outsider

    watching if there was -- that's a little tougher, obviously, but as

    you look at this list, did you have any observations that kind of

    caused you to pause or say, oh, why did they do that?  That makes me

    feel uncomfortable?  Anything of that nature?

         >> MS. CATHERINE RIPLEY:  Not on this list.  I mean, I'm in a

    learning mode.

         Most of all, going back to kind of the original question about an

    hour ago that Demion proposed on shared governance, I mean, it just

    took off from there, I mean, and thank you for all of your warnings,

    duly noted, but, I mean, it was my understanding, my very basic

    understanding that the board is the umbrella for checks and balances.

    And in fact we are one entity, we are not individuals or anything

    like that.


         And I think, yeah, and any board is composed of individuals, so I

    do see a little bit of -- I don't want to use the word, I hate it

    when people say this and then use the word, right?  I don't want to

    use the word "dysfunction," but I used the word "dysfunction."  It's

    not dysfunction, but it could be if we don't all communicate.

         So that's why I'm excited to be part of this, to learn and

    communicate more to avoid any kind of, you know, dysfunctionality, I

    guess.  Being in the military, I know what it's like and being a

    leader to present yourself as the face of the school, because we

    might be.  We don't all travel in fives out of town.  If I'm

    approached, I know, you know, what to say and what not to say.

         And I think that's all common sense.  I think all of this, this

    whole session is awesome, because it's about communications and just

    the fact that we are here is a giant step towards communicating,

    which in turn turns into transparency.

         I didn't answer your question, but I think that on this list, we

    are making this first step towards the betterment of, you know, the

    20 truths of effective trusteeships is just talk to each other.

         And that's what I didn't understand up front.  A couple of the

    YouTubes, I don't know the back story, so I didn't understand why

    there was some disarray.

         And the open meeting answered that question, like don't they talk

    to each other?  That's why I asked about can I get reading materials

    so that I'm not just kind of cold-cocked at a meeting so I kind of

    know what's happening and I can do some research and understand.


         That's all under communications.  So thank you.

         >> PAMILA FISHER:  Your comments are great and very, very helpful

    and I often feel like I need to apologize, but I keep coming back to

    communication, but it's just that I agree with you so much.

         I haven't found something yet that we can't deal with eventually

    through communication if people are willing to do it, if they are

    willing to be open and candid about it.

         Something you said, and Luis, something you said earlier about

    new board member orientation, as we, today as we wrap up, one of the

    things we eventually want to talk about is what do you want to do

    next in terms of board professional development?  Because I'm hoping

    that (indiscernible) outsiders today emphasized not only how

    important your role is but how you can't be expected to know


         And in order to make decisions, well, it's Lee's responsibility

    and to a certain extent the chair's responsibility to provide you

    with the opportunity to learn as much as you can.

         There is a whole bunch of ways to do that, and we will talk about

    it in a minute, but one of the ones that struck me as you were

    speaking, Catherine, was the issue of some boards appoint mentors to

    the new board members, somebody willing to say, no, I'll be glad to

    fill you in.  I'll give you the back story.

         Not in a negative way, but sometimes there are questions you want

    to ask, you don't want to ask them in front of everybody, you don't

    want to take their time, you may be worried that they sound dumb.


    They aren't.  They might be worried about it.

         But having somebody you can just quickly ask those questions to

    would be good, whether it's -- usually it's a fellow sister board

    member, but I'm looking at the screen and thinking, you ought to pick

    on Mark.  He's got time.  He can tell you what that was about.

         But it really is important to have that relationship.  Before I

    go to Demion and let him comment on his --

         >> MS. MARIA GARCIA:  I have one.

         >> PAMILA FISHER:  Go ahead.  Are you back?  Maria, are you


         >> MS. MARIA GARCIA:  Yes, I'm ready.  The other thing I think we

    need to work on is No. 9.  I don't think that's always been the case.

         >> PAMILA FISHER:  Oh, okay.  Is that the staff part or the each

    other part?

         >> MS. MARIA GARCIA:  The each other part.

         >> PAMILA FISHER:  That's probably what Catherine was sensing as

    she watched your meetings.

         >> MS. MARIA GARCIA:  Yes.  A lot of people wrote in and spoke up

    about that one.

         >> PAMILA FISHER:  I feel like I'm going to ask a question that

    is so obvious that you say, why would you bother, but I'm going to do

    it anyway.

         Do you all agree that No. 9 is really important?

         >> MS. MARIA GARCIA:  I do.

         >> PAMILA FISHER:  Looks likes I'm getting consensus on that.



         Linnea, how important is No. 9?  Are you still with us?

         >> DR. STENSON:  I am still with you.  Can you hear me?

         >> PAMILA FISHER:  Yes.

         >> DR. STENSON:  No. 9 is respectfully treating one another

    -- I've got it on two screens.

         >> PAMILA FISHER:  Yes, board members always treat staff and each

    other respectfully in all public settings.

         >> DR. STENSON:  I think that's actually super important and in

    some respects not just staff and each other but even actually guests

    you may bring.

         I say that as someone who visited a board meeting at another

    institution and was theoretically on my break and then was cornered

    by two board members and given a tongue lashing about something I had


         So, yeah, it's good practice all the way around, and I will tell

    you that I did not walk away from that feeling very good about where

    that board was at.  And the peer review that followed that visit

    basically confirmed my feeling that things were not going well on

    that board.

         >> PAMILA FISHER:  And isn't that a good point, that it is like

    symptomatic of whatever else is going on?  And the fact that the

    culture of the board made it okay to do that, the whole issue of

    civility and all that.  So that's really important.

         Something else that Catherine said earlier, I wanted to jump in


    and it wasn't appropriate.  I would like to add to the comments that

    were made earlier today about shared governance, because that pops up

    a lot, pops up a lot everywhere but especially at Pima.

         And I can just tell you as somebody -- I'm not taking the blame

    for this, but I was a part of faculty leadership in California when

    shared governance first got codified in California community

    colleges.  It was just about the time I was transitioning into

    administration.  So I got a dose of it on both sides.

         All I can tell you, my board, my district, was one of the early

    participants in it, but I watched boards for the next 25 years and

    still now struggle, districts, I should say, college, with what is

    shared governance anyway?  Part of the problem people struggle is

    because everybody has a different definition of it.  Different states

    have different definitions.  Different colleges have different


         I will tell you, just to make it more interesting for you, that

    at least in some states that I think progressive areas they don't use

    the term anymore.  They use the term "participatory governments,"

    which if we had used from the beginning might have had less

    confusion, but essentially shared governance, this is how I would

    define it, honors the very important role that faculty and now staff

    play in helping to guide their institution and it honors their role,

    their expertise, especially as it relates to curriculum.

         Faculty in particular are in charge of the curriculum and in

    charge of graduation requirements, supposed to be responsible for


    quality instruction, and all these things vary.

         But the key is while they have primary responsibility for certain

    things like curriculum, when it comes to running the whole

    institution, I remember in my early days as administrator a faculty

    member who was, we lovingly called him our leftover hippie, but he

    took us on for the use of Styrofoam cups in the cafeteria.  And you

    know what?  We subsequently dropped Styrofoam when everybody realized

    how bad it was for you.

         But at the time, he thought it was a Faculty Senate issue.  And

    part of the point we tried to make and we went back as a college to

    talk about what is a faculty issue, academic issue, and what is not?

    So the more that is defined in your institution, the better.  I know

    Pima has made a lot of progress on the definition and the policies

    and the procedures.

         So what I would like most to stress, and Catherine, if you have

    another question, I will defer it to Lee, it is an opportunity to

    participate and to make even perhaps recommendations.  It does not

    mean that faculty make the ultimate decision except in the areas

    where you have granted that as a board, such as curriculum, or in

    most cases graduation requirements, things of that nature.  It's an

    opportunity to participate in decisions but not make the decisions.

         Your own policy as a district should spell that out, and from

    what I have seen, it does.  Having said that, sometimes the process

    can be carried out and people don't like the decision.  Even if they

    participated, they don't like the decision.


         So if they don't like the decision, they're likely to show up in

    front of all of you, and if they show up in front of you and say we

    disagree with the decision for these reasons, I give them credit for

    that.  They have the right to say that.  But if they get in front of

    you and say, we don't like the decision, and by the way, the process

    wasn't followed, so that's -- this is too political of a statement.

    I was going to say that's sort of like deciding which votes you want

    to count and which ones you don't.

         But my point is the process needs to be followed, and that's

    Lee's responsibility or the people that report to Lee, because a lot

    of that interaction doesn't even happen at his level.

         So what's the board's role in shared governance?  The board's

    role is to make sure you have a policy that sounds reasonable, to

    make sure you have a process that sounds reasonable, and to check in

    with your chancellor to make sure the process has been followed.

         That's what it is.  It's not for the board to be directly

    involved with those faculty leadership, although my conversation and

    comments earlier today, if you're doing -- you do Meet and Confer,

    right, Lee?  Is that what you call it?

         I know you don't do collective bargaining.  You do Meet and

    Confer; is that correct?  Is that what you call it?

         >> That's correct.

         >> PAMILA FISHER:  I started to say in negotiations, and I

    realize you don't formally do that, but it's basically the same.

    When you're meeting and conferring with the faculty association over


    those kinds of work condition issues, the worst thing that could

    happen would be for board members to be meeting with those people.

         The same is true for your Faculty Senate.  It's Lee's job and the

    vice chancellor's and the presidents of campuses to work with the

    Faculty Senates to reach consensus and gather their expertise,

    et cetera, wherever possible, not the board's.

         So again, what's your role with respect to shared governance?  Be

    sure that you have a policy and procedures, which you do, and then be

    sure that they are being followed which people may then argue about.

    Then you should be looking for confirmation about the process, not

    whether or not they like the outcome of it.

         I put in your packet of materials an article I almost hate to say

    this because it's by me, but there are two excerpts I put in your

    packet that came out in last month's issue of the Trustee Quarterly.

    One is about the board's role and policy and all that, and it's old

    hat for some of you, new for others, so that's there.  It's the COVID

    article, it's a real short article that I want to call your attention

    to, because one of the things I caution boards is that during COVID,

    it has sometimes been necessary to make a decision within 50 minutes.

    In other words, so much has been happening so quickly, that sometimes

    as presidents and chancellors have had to make a decision and not use

    the full traditional consultation process not only because of

    timeliness but because nobody is around.

         And so your alternative methods of communication remain

    important, but what I ask boards to think about is giving your CEO a


    little bit more of that grace that says, okay, I understand you had

    to make this decision, and you only had a short amount of time, as in

    hours, so you had to make it.  Ordinarily you would have run it by

    us, and you did inform us as soon as you could, so, okay, and the

    same for your shared governance process, because I think what's going

    to happen, maybe people are settling more into the virtual meetings

    better now, but there may be times when your shared governance bodies

    may come to you, board, and complain that the regular process wasn't

    followed because a decision had to be made so quickly.

         It's not an excuse for Lee to go do whatever he wants whenever he

    wants, that's not what I'm saying at all.  It's just a caveat.  Take

    a look at it and see what you think.  That's up to you.

         I want to get back to Demion because he didn't get to give his

    assessment on what you're doing well or what you could do better.

         >> MR. DEMION CLINCO:  Couple things.  First, we have a little

    technical issue.  Lee is having a problem speaking.

         Marcos, if there is anything you can do to help, he signed in and

    off a couple different computers.

         >> PAMILA FISHER:  Who else are we missing?

         >> MR. DEMION CLINCO:  I think we have everybody else.  I've been

    trying to track it.  FYI if someone can help Lee, that would be


         I would say I think we have done a really outstanding job in

    reflecting to the community, No. 14, to build a positive image of the

    college.  I think that was reflected in the recent election where 70%


    of the public supported our initiative on the ballot to reframe our

    expenditure limit.

         >> PAMILA FISHER:  Oh.  See, I didn't even know that.


         >> DR. STENSON:  Awesome, great.

         >> MR. DEMION CLINCO:  So over 70% supported that, which I think

    is actually a barometer of how the community is viewing the college

    and our stewardship.  So I think we are doing a good job at a macro

    level doing that.

         I would say No. 4 is probably our -- first of all, I think, as

    part of our institutional commitment to continue improvement, I think

    we need to work on all of these things.  There isn't one thing on

    this list that we couldn't do better in some way, for sure.

         But No. 4 I think has been, because of COVID, the most

    challenging.  Ms. Ripley, when you were talking about why are

    meetings structured that way and now understanding the Open Meeting

    Law, it's already so difficult to have conversations about the items

    that are on the agenda.  And so many of those things, we have had the

    study sessions and we have had the discussions and the questions have

    been answered, and so when we get to the final decision, we are sort

    of codifying all of the work that's come, but there is the COVID and

    this format is ineffective.  I mean, it just is.

         There are real limitations, and I think we talked about it a

    little bit today.  I find it incredibly difficult, Dr. Fisher, even

    being able to see everybody in one strip at the top of the screen to


    be able to see who needs to speak.  People are turning off their

    cameras, people are turning on their cameras, people are having

    problems and falling off, coming back on.  All of that makes it that

    much harder to conduct and have an effective communication around

    these issues.

         And so, you know, as I reflect back sort of on the last six

    months, we went through sort of the panic age of COVID, and then we

    got sort of a new level, went through all of the transformational

    changes so quickly.  The enormous lift of Lee and his team to respond

    and put the health and welfare of our students and faculty and

    employees first, coming up with all the strategies for that, and now

    we are sort of in this new phase, and I think there are breakdowns

    occurring, even this format itself is creating part of that breakdown

    because we don't have opportunities to be together.

         I don't know what the solution is for that.  I just want to put

    that out there.

         >> PAMILA FISHER:  I'm really glad you said that, because I think

    we have all been saying that in one way or another this afternoon.

         There is no easy answer.  However, when we are planning today

    about what do you want to do next in terms of more professional

    development, more dialogue, whatever it might be, I'm just looking,

    did we -- I have, there you are.  See, I lost you again.  I'm having

    the same problem.  Where did Demion go?

         Okay.  Knowing that it's a problem.  Knowing that we all thought

    it was going to go away hopefully in a few months.  It did not.  It's


    not going to go away for quite a while.

         Then it's incumbent upon you as leadership to say what else can

    we do?  And I would suggest to you, you might not like this

    suggestion, but one of the things you can do is just allow yourself

    more time to do what you're doing, like right now.

         Because it takes longer to communicate this way.  You miss the

    nonverbal language, like you said.  You're busy trying to chair,

    which also means you're not really getting to participate as much as

    you might like to in terms of the engaged dialogue.  But that's how

    it is.  So what we do is it takes longer to get done the same thing.

         One thing I will tell you as a Pima anecdote, you may recall of

    course that we met in May, virtually, and you are doing, we are doing

    so much better today than we did in May.  You know, we were losing

    people permanently, and you really are doing so much better with the

    technology is what I'm talking about.

         That was one of the things that -- that was my first experience,

    as well.  And I immediately started sharing with colleagues some of

    the things you were learning at the time.  And even earlier when,

    Maria, you told the story of inviting Luis to your home, I don't know

    if that's where you are right now, Luis, or not, I can't tell,

    because you were having a lot of technology issues, and we were

    losing out on Luis' input as a result, which is not good.

         So people had to get creative and find another way around it.

    That's what I would encourage you to do going forward now.

         If it means you have to meet a little more often or a little


    longer.  If it's too hard to stay engaged in this kind of format,

    maybe it's not longer, maybe it's just more often.

         But we've got to figure out a way to work it because it's not

    going away.

         >> DR. MEREDITH HAY:  I think we all need to have ice cream like

    Mark does.  It would put us all in a better mood.

         >> PAMILA FISHER:  Ice cream?  I see somebody has some treats.  I

    was trying to figure out how to give you all caramels today.  I

    actually thought for a fleeting moment, oh, this is a tradition,

    Catherine, that I bring these wonderful Bozeman, Montana, caramels to

    our meetings.  I thought, oh, I could send them to Andrea.  I went,

    no, that won't help.  That will just give them to Andrea and Lee.

    That's not going to help the rest of them.  (Laughter.)

         >> MS. CATHERINE RIPLEY:  I grew up in Montana.

         >> PAMILA FISHER:  Where?

         >> MS. CATHERINE RIPLEY:  A little tiny town called Wolf Point.

         >> PAMILA FISHER:  I know of it.  Well, I'm in California and I'm

    still learning all the little places in Montana.  There are so many.

    Just about as many little places as there are antelope and elk.

    That's a different story.

         Before we leave this page, does anybody want to pull out

    something else from there you'd just like to comment on because you

    think it's important to share with your colleagues?

         >> MS. CATHERINE RIPLEY:  I have a question.  Since I'm still

    learning, forgive me if this is supposed to be part of my orientation


    in January maybe and it can wait, but just the nuances of shared

    governance, because I totally get, this was a thing at Raytheon, in

    the military of when and where to stay in your lanes, I get that.

    But also again in the spirit of the Governing Board being the checks

    and balances and the umbrella organization, when specifically, say,

    because I think it's a beautiful thing that you have, we have, the

    Student Senate and the Faculty Senate, and I'm assuming that's part

    of the spirit of shared governance.

         And then the faculty union, PCCEA, and I guess the community, I'm

    not sure, we can talk about that later, but so I guess my question is

    does the board wait until those entities go through the chancellor,

    present an issue or problem or a request, the chancellor, that's the

    decision-maker, and then we hear about it?

         >> PAMILA FISHER:  Generally speaking, yes.  Nothing is set in


         All of those bodies that you mentioned and more exist as part of

    what at least in a lot of institutions call the consultation process

    or the participatory governance or shared governance, so there are

    mechanisms in place for them to do that, and eventually their

    recommendations go to the chancellor, and in many cases it stops

    right there.

         Not everything comes to you or you would be there every day,

    every night, all month long.  So many of those operational decisions

    go through a process, and I will let Lee speak to that in a minute,

    because I don't know your own terminology well enough.


         Some things may be going through a process at a particular

    campus, and the campus, they end up with the campus president and

    they don't go any further because they don't necessarily need Lee's

    approval, although ultimately everything ends up with Lee if you had

    a concern about it.

         You're going to hear about the ones that are big picture, major

    changes, in some cases things that require your approval, but a lot

    of stuff that he brings you, and again, Lee, correct me if I'm

    getting this wrong, but a lot of things he may share with you are

    just FYI.  Just so you know, we're doing this, this, this, because

    they are operations.

         One thing I did not stress enough at the very beginning, because

    our agenda just went like that in some other directions, I usually

    would have started by saying the primary role of the board is to set

    policy, and the primary role of the chancellor is to implement it.

    And everybody works with the chancellor.

         So shared governance is a part of that process, and so a lot of

    what goes on you may not even hear about.

         Meredith, jump in and Lee can answer it.

         >> DR. MEREDITH HAY:  I would add, Pam and Cat, occasionally

    there are policy decisions that we need more information on what the

    staff, faculty, and students feel about it, and so we'll direct Lee

    to, using the shared governance mechanisms, to poll, a faculty survey

    or climate survey about how the employees would feel about a certain

    policy direction we are looking at.


         So we would direct Lee to engage those shared governance

    activities to get more information.

         >> PAMILA FISHER:  That's a good point.  Usually you would hope

    he thought about that and did it already.  Sorry, Lee.  But if he

    didn't and you directed it, but what would never happen is you, as a

    board, would not go out and survey them.  Just want to make that

    distinction.  You can direct Lee to go make that happen.

         >> MR. DEMION CLINCO:  The various employee groups have a

    representative on the board, and so each meeting they also have time

    to share pressing issues and concerns.

         Some groups have very effectively used that time to push for

    change, and I think one really good example is the student senator

    three years ago brought to our attention open resource books and the

    cost of books.  And we directed Lee to investigate and deal with the


         Out of that, millions of dollars for students have been saved in

    the cost of books because we moved more and more to open resources.

    That came from the students.  That really was a student-driven

    communication that that student brought to the board through the

    shared governance process set up at the board.  So that was sort of

    an example.

         >> PAMILA FISHER:  Good point.

         >> MS. CATHERINE RIPLEY:  Yeah, that was more my question.  Now I

    understand.  At first I thought we don't ever hear about these

    things, but the shared governance piece is that we have student,


    faculty, student and faculty senates and representation.  That's

    where we hear about these policy sort of issues and requests.

         So it's not like all of this stuff is done in a bubble, and then

    the board hears about it after decisions have been made and it's a

    done deal?  About an hour ago --

         >> DR. LEE LAMBERT:  Can I jump in?

         As Pam has said very well, this is a multi-layered, multi-pronged

    process.  And so most things the board would likely not ever hear

    about.  So you have to keep that in mind.  And then there are things

    where the board has delineated what is your authority, what is my


         And so the things that you have delegated to me as my authority,

    depending on how that plays out within the organization, you may not

    hear about it.  But the things that are your authority, you will hear

    about.  Now, sometimes I will bring things to you just to clarify

    whose authority it is or decision.

         So a classic example of that was the elimination of football.  I

    brought that to the board, clarified that it was my decision.  The

    board was clear about that.  So I went ahead and made the decision.

         So internally we ran a process.  We sought input from the

    employees, the athletes, through that process, and then a final

    recommendation came back to me, and then ultimately I made the

    decision and then I just informed the board.

         But not all things happen that way.  And then another example is

    when we consolidated summer programming, the board was led to believe


    by certain employees that the college didn't seek input.  In fact, it

    was the opposite.  We sought lots of input.  But the board was misled

    by certain individuals about that reality.

         So I was able to show to the board, here's all the things that we

    did to seek input, and the board was amazed, I believe, I can't speak

    for board members, but how much input we actually sought before

    making that final decision.

         So that's why it's so important that, I believe, that each of you

    speak with me, because you might learn that more has been done than

    what appears on the surface.  Sometimes what it really comes down to

    is someone doesn't like the decision, or someone didn't talk to them

    specifically, even though they had an opportunity to participate and

    they chose, for whatever reasons, not to participate.

         So again, it's more of an art than it is a science.  So some of

    what you've experienced, Cat, military, Raytheon, there is parts of

    that that are very applicable to what we do, but we are more open and

    more transparent and allow for probably greater input on a lot of


         >> PAMILA FISHER:  And it takes a lot longer.

         >> DR. LEE LAMBERT:  Takes a lot longer, which, by the way, so

    our business partners, for example, that's one area they complain

    about, is why does it take so long to develop the new curriculum?

    Why does it take so long to meet our needs?

         Part of that is because we run these internal processes to do

    that, and sometimes we have to run it through the HLC.  Sometimes we


    have to go to the Department of Ed, just depending on what the issues


         That's why I said it's as much of an art as it is a science.

         >> PAMILA FISHER:  Kind of using that as a great entree, because

    I often try to say to boards, here's all these things you know you

    should do, and here's all these things you know you shouldn't do, but

    there is this great big gray area in the middle that you're going to

    have to decide locally how you're going to do it.

         That's where more of the discussion comes in.  There is a

    document in there, a short piece called what is micromanagement?  We

    refer to it as the M word.

         It's this whole notion of getting out of your lane or getting in

    the weeds or whatever other metaphor works best for you, but it boils

    down to knowing your roles, what a board should be doing, what a CEO

    should be doing, and you can take a look at that at your own leisure.

         The heart of it is, to me, after all these many years of working

    with this, is that most often you will not be guilty of

    micromanagement, and it's definitely not a good thing, it undermines

    authority, all kinds of reasons it's not a good idea.  But most often

    you will not be guilty of it if a whole board is directing the

    chancellor to do something.

         Micromanagement overwhelmingly comes when an individual board

    member decides, oh, Lee, I just had a good idea.  I think you should

    go do such-and-such.  Or even worse, you go, a board member goes to a

    vice president or a dean and says, I need you to do this, or I need


    you to do that.

         Because if, which of course is inappropriate and accreditation

    would tell you that's totally inappropriate, too, but if you have

    this wonderful brainstorm of an idea, I went to a conference, and

    sometimes CEOs complain to me, that you went to our conference at

    ACCT and you heard about this great program and you came back and now

    you want to do it, so you tell him to go do it.

         No, what you do is you come back and you ask to be on the agenda

    and you share your ideas and you ask about what are we doing like

    that?  Have we ever looked?

         And if the whole board or at least a majority of the board says,

    well, that's at least worth exploring, and this is a question new

    board members often ask, how do I get something on the agenda, you

    can take it to your chair, you can get it on the agenda, you have a

    discussion, and maybe your colleagues will, at that very meeting,

    talk you out of why that would probably not be good for Pima.  Or on

    the other hand, maybe they will say, well, it's certainly worth

    exploring.  Then you turn to the chancellor and say, Mr. Chancellor,

    how long would it take you to do this study?  He may say, well, a

    long time.  I mean, that's going to be 100 hours of staff work,

    et cetera, et cetera, but if this what you guys really want, we're

    going to do it for you.  By when do you need it?  Demion would say,

    yes, but what's feasible for you when you could do it?

         Oh, I just lost you.

         >> MR. DEMION CLINCO:  We can still see and hear you.


         >> PAMILA FISHER:  Can you still see me?

         >> MR. DEMION CLINCO:  Yes.

         >> PAMILA FISHER:  That's odd.  I'll just keep trying to -- let's

    see.  Hey, you know, we do this enough we're going to figure this

    out.  I will move my hands away.  I probably touched something.

         Anyway, I just wanted to bring that article to your attention.

         I know the day is getting late and we know that we need to try to

    put together some thoughts about the future, but I would like you to

    indulge me with one last paper, and the old-timers, you know how much

    I love this one, it's called the six essentials of good board/CEO


         Quite frankly, it relates directly to some of the things we

    talked about earlier this afternoon.  I just want to draw it back to

    your attention if you can find it, and I'll just quickly go through


         Good board/chancellor relations continue and end with ethical

    behavior.  We have talked about that today.  If we are in doubt about

    ethical behavior, not going any further anywhere until that gets


         Board and chancellor must communicate with each other openly,

    appropriately, and even-handedly.  How many times have you said that

    today?  The board and chancellor must each know their separate

    responsibilities.  The board and chancellor should each be evaluated

    annually.  You're doing that.

         The board and chancellor need to encourage each other.  This is


    one where I find boards sometimes kind of fall down a little bit.

         I can tell you for sure that your chancellor needs encouragement,

    because it's probably the loneliest job you can have, and there is no

    peers in his organization.  As wonderful as people like Bruce might

    be, they are not his peer.

         Even you folks, this is something I haven't said today and it

    might help you, Catherine, and Maria and Luis, you might have thought

    about this too.  The relationship between the board and the CEO, in

    your case, chancellor, is almost paradoxical.  You are his boss.

    Okay.  That's a given.  However, he is the leader of the

    organization, and he is the expert and he should be helping guide you

    as you're looking at mission and vision and innovation.

         Now, don't get me wrong, he needs all of that to be coming back

    from you, as well.  But it's sometimes hard as CEO, working with a

    board, to be the leader and the employee at the same time.  But

    that's how it is.  That's how it is, and that's what we work with.

    And that's why these first five items on this list are so important.

         But don't lose sight of the fact that he needs encouragement.  I

    always tell the CEO the same thing.  You know, your board members can

    get really discouraged, as well, particularly when you have got

    things like COVID, budget cuts, and you've got to lay people off, and

    you want to cancel a popular sport.  Look at all those tough

    decisions that you didn't sign up for that you have to do, and as I

    always like to remind you, we know we're not paying you -- well, I

    should say it the other way.  We're paying you so well that you


    shouldn't complain.  You know what I'm saying there.  It's a labor of

    love for all of you.

         And then the item No. 6 is about the five of you and how you get

    along with each other, and I have heard several references this

    afternoon.  We could be even more respectful to each other.  We could

    probably listen a little bit better.  We could take the time to stop

    and see how well we are doing.

         This is an old book, and this one page summarizes about 250

    pages.  I still find it valuable.  Your call whether you do or not.

    I mean, do you see anything in there that you want to react to that,

    wow, we could probably do some more of that or I really like this or,

    yeah, we've got that.  We've got that one down.

         Just don't want to just be me talking here.  Getting tired.

         Well, just a reminder.  So, Demion, I'm going to turn to you and

    say that the last thing that we had on our formal agenda because we

    have kind of gone all around, was to talk what you folks as a group

    -- probably should be two things.  Any unfinished business we should

    continue to talk about, or to talk about in the context of what might

    we do next?

         In other words, what might we do to increase the likelihood of

    trust within the six of you?  What might we do to make available the

    professional development that everybody would benefit from having?

    Do we want to meet more often?  Do we want more study sessions?

    Formal programs?  Do we want mentors?  Or do you know it all and you

    don't need any of the above?


         I'm going to turn it back to you to kind of guide that part of

    the discussion.

         >> MR. DEMION CLINCO:  Thank you.  To me it seems there are two

    or three areas that we really could use some guidance on.  One I

    think is is there some other formal process that, rules and sort of

    strategies we can put in place to help guide the actual meeting?

         I mean, right now it's more complicated, what can the institution

    do to support everybody?  I know we are trying to get high speed

    Internet to everybody at their homes.  If we couldn't do that, we

    were getting hotspots.  Making sure everybody has the technology

    tools to be able to effectively participate in the meetings but I

    think maybe creating a set of standards for how do we conduct

    ourselves in the meeting?

         We have people turn on and off the cameras.  People take breaks

    when they need them.  In a board meeting we are all sitting there

    together, so the context is a little bit different.  So maybe

    creating a stronger framework about that or maybe even looking at

    ways that we could return to sort of a partial in-person setting that

    could be socially distanced, we are separated, maybe it's in the gym,

    televised, but at least we are together as opposed to in this Brady

    Bunch format.

         That's sort of one area.

         >> PAMILA FISHER:  I have now met with three boards in person in

    three different states over the last couple of months, and they did

    exactly what you're talking about.  They met in a very large room, a


    rectangle, oval/rectangle type environment.  Each person had their

    own table to themselves and their own bottle of sanitizer and other

    kinds of things.

         They were more like 10 feet apart by the time you went around the

    whole circle.  One thing we learned is that sometimes we needed a

    microphone for some of the people who couldn't hear real easily.  But

    it actually worked really well.  And the person, the assistant came

    around, and the rule was, this varies from state to state, they kept

    their masks on until they sat down at their table, and then they took

    it off and they never once got up without putting it back on.

         Every time they took a break, the assistant had one of these, you

    probably know this stuff better than I do, I'm sure, it's a device,

    looks like a giant water gun type thing that cleans the air, and they

    went back and went over all the tables.  Of course when they ate they

    stayed far apart.

         So people are doing some of that.  Some people are also doing,

    some members are together and one or two whose health is really

    compromised stays virtual.  It's not ideal, but they found it better

    than everybody being virtual.

         So just an aside.

         >> MR. DEMION CLINCO:  So I think it's something we really need

    to explore, especially in the new year.  Clearly in Pima County the

    numbers are going up at a rapid rate, so I think we need to monitor

    it closely.  Also vaccines, there is a lot changing now in the

    system.  Let's monitor it and really look towards, in January, a


    possible alternative.  That's one.

         Two, I think you're absolutely right.  I think there is a need

    for additional professional development.  I think today's

    conversation is a good start, but I think it's more complicated

    because of COVID and because of this virtual experience than ever


         Ms. Garcia had mentioned that she wanted specific training on

    Robert's Rules of Order at the last meeting, so I want to recognize

    that.  There may be other particular types of training that board

    members are interested in.

         You know, I think coming up with a plan, are we going to conduct

    and do some of that in a full study session or can we find someone to

    provide one-on-one training for individuals who may be looking for

    specific extra, additional support in different areas.

         I think I would sort of look to the rest of the board to provide

    input on what type of development, what to look into.  There is also

    the opportunity to maybe bring someone in who could help with

    communication sensitivity and some of the issues that have been

    talked about over the last few months that have come to the surface

    to help facilitate additional conversations.

         But I really want to put it out to the board and hear what

    everyone else thinks would be useful and productive.  Because I think

    again we all, I truly believe we all have the same interests at

    heart.  We all care about students succeeding.  We care about this

    institution performing at its highest possible effective rate.  We


    care about our community.

         If we can find the tools to help bridge some of these issues, I

    think it could be beneficial.  I'm going to put it out to everybody.


         >> DR. MEREDITH HAY:  Well, Demion, if terms of the face-to-face,

    and I appreciate that that really helps facilitate communications,

    but I also think, you know, the college is 100% virtual right now in

    terms of instruction.  I don't want to add to staff workload by us

    saying we need to show up and see each other face-to-face for

    whatever reason.

         I think it's working with the Zoom calls, but I also think us

    getting together, these large tables and all that stuff would add to

    the workload of the college that I don't know would be that helpful.

         That's just my two cents'.

         >> PAMILA FISHER:  Are there other topics as opposed to, leaving

    format behind for a moment, are there topics or subjects that any of

    you feel like would really be helpful if I knew more about, and then

    you fill in the blank?

         Catherine, for example, Robert's Rules of Order, and how you

    apply it in your district because those may be two different topics

    but they are related.

         Are there other topics, not just Catherine but others you wish

    you knew more about?  Luis and Maria, you have been around long

    enough to be both new and knowledgeable.

         Luis, I'm thinking about your comment, I wish I knew then what I


    know now kind of thing.  What other kinds of things do you think

    would have been helpful and might still be helpful, say, specifically

    for Catherine?

         >> MR. LUIS GONZALES:  As I mentioned, I do appreciate the

    session that we are having.  Like I mentioned, the first session that

    I got was that after January, but I think we probably were given an

    opportunity back then in November or December to be part of this, I

    would have been more prepared.

         But I still come to the idea that the training for the board

    would have been more productive and effective for me early then, but

    also in what I know now it's been a learning experience.  As to

    Ms. Ripley, I think it's a good start for you, but I think it's

    overall I think we all need to, as you all know, the commonality that

    we all have is the best for our students, the best for the

    institution, but more important, best for the community.

         I think as we all know, the community has been coming forward

    even before I got on the board on issues and concerns, and that's not

    gonna stop.  I don't think it's gonna stop.  But COVID has put a

    hurdle with everybody, but I do understand what Ms. Fisher and

    Mr. Demion mentioned a while ago in reference to coming together with

    a face-to-face.

         I believe this, the virtual meetings has been more productive

    from my sense the last, as of June.  Unfortunately back then in June

    and July, that's when I got the new instrument here, was about a year

    and a half later, a year and a half later that unfortunately it also


    impacted in that time not only myself but also staff in reference to

    our status of being well.

         But I think it took a year and a half to get the proper

    technology that I see that I have now, but it took too long, too

    long.  And I wish I would have had that proper technology two, three

    months, but not year and a half.

         But that's after the fact.  It's behind.  I think we are doing

    good.  But I do miss the one-to-one, and I think we need to really

    look at in January distancing ourselves, and as you mentioned, I

    think it's doable.  I think that's what we need in reference to have

    a more physical connection and seeing one another not only one to one

    but also having the experience in reference to the body languages we

    all have, and just sharing what we are there for.

         As you mentioned, we are volunteers, but more important, we're

    volunteers for the community as a whole.  We all have those different

    precincts from 1 to 5, as well, too.

         But we can do better and we will.  That's all I can say.

         >> PAMILA FISHER:  That's great.  That's great, Luis.

         Well, are you all even interested in doing more professional


         >> MR. LUIS GONZALES:  Absolutely.

         >> PAMILA FISHER:  Some are kind of quiet.  What do you think

    about it, Maria?  You're quiet, but you have a lot to offer.

         >> MS. MARIA GARCIA:  I guess right now the only thing I'd like

    is the Robert's Rules of Order, and as things come along, I will


    bring them up.

         >> MR. DEMION CLINCO:  Would that be something you'd be

    comfortable doing one-on-one with someone who specializes in that, or

    would you like to see more of a form like this where we are all doing

    it together and --

         >> MS. MARIA GARCIA:  No, I think one on one, but I'd be

    interested to see if anybody else would like to attend, because if

    there is more than one person, maybe Meredith doesn't want to go or

    you don't, but some of us might want to.

         >> MR. DEMION CLINCO:  So I will talk with Jeff about what

    options might be, and we can either, again, we can touch base with

    Ms. Ripley and see if that's something she's interested in, and if it

    is, we can organize a special session or we can provide a special

    session and have additional one-on-one support if that's something

    you think would be helpful?

         >> MS. MARIA GARCIA:  The other thing, too, Demion is I think we

    need to clear the air on some issues.  I really need to think about

    how I'm going to present some of the stuff that I have.

         >> MR. DEMION CLINCO:  Again, I think in the same way that before

    we tried to schedule a special session, you know, we can do a special

    session.  We can set up time for you to be able to really bring

    forward concerns both either in executive session if it is related to

    employment practices, we can talk about a process, or it can be in a

    public session if it's about -- again, I think maybe you and I and

    Jeff could set up a call and we could have a discussion about how you


    might like to look at that so that we could come up with a process

    that is a framework that both meets the letter of the law and our

    responsibilities and allows you to articulate what your concerns are

    in the way that you want to.

         >> PAMILA FISHER:  May I just suggest when you have that

    conversation, because I think there is unfinished business and that

    you all will be better off if it gets closer to finished, that you

    provide an opportunity to deal with a specific issue as it needs to,

    but also to look at it more from a structural issue of how do you

    want to do this going forward?  What did we learn so that the next

    time it's an issue -- and there will be.  There always is, whether

    it's the leader or a board member.  How is it we want to follow

    through on that?

         And then of course that's a discussion that you all need to have,

    and I'm not putting a plug in for me coming back, so don't take this

    the wrong way.  But having been through a lot of those, may I suggest

    you need to have part of that discussion facilitated, because

    obviously Lee can't facilitate it, but you really can't either,

    Demion, and participate.

         So it's just, if you really want to take the deeper dive, as they

    say, think about that.  Think about the format and the structure,

    et cetera.

         >> MS. MARIA GARCIA:  I'd like to add that I'm also concerned and

    would appreciate having an unbiased person, okay?  That's important

    to me.


         >> PAMILA FISHER:  Yeah, of course.  Of course.

         >> DR. STENSON:  I was going to suggest, there are professional

    mediation organizations, and that might be a good way to find that

    person to come in and help that conversation to happen.

         >> MS. CATHERINE RIPLEY:  Yeah, a couple things just on that

    point.  I mean, this isn't new.  There is always organizations that

    have, and oftentimes they are done by off-sites.  So it's not so

    scary and formal and awkward to have a team building off-site.

         I know that sounds corny, but it could be done in an outdoor, big

    park or something and have a picnic.  But I think off-sites, as corny

    as they sound, I'm a mom, it does actually team build.  It does.

         There is that, and conflict resolution is I think maybe even a

    separate thing or could be done the same way.  There are people

    trained who just do that.  It is important to have someone, an

    outside organization do that.  So I think that would be important,

    because it's like, you know, going to marriage counseling.  You've

    got to try.  The alternative is you throw the towel in.  So there is


         And I had another thought.  Oh, yeah.  Obviously I would love to

    have, because I'm the one that's benefiting more than you guys is I

    would of course love more training, the more the better, anything and

    everything.  I think there are two separate things.  There is how to

    run a meeting training, Robert's Rules, how to get along and all that

    kind of training-training, but to me that's kind of a given and we

    should already know how to do that but clearly we don't so we do need



         But I think the training or other sessions outside of our monthly

    meetings and our executive session, I think it would be great to

    choose maybe a quarterly or monthly topic like recruitment and

    retention as one topic, or curriculum, or like the big picture is

    what the heck are we going to do after COVID kind of meeting, you


         And I know that Lee probably has a million ideas about that and

    all you guys have been thinking about this stuff, but that would

    really help all of us feel good about our jobs, our "jobs," as far as

    what are we doing for the greater good of this college?  We have to

    run these meetings, right, but I would love to take a look at where

    is the school going to go next?  Where are we taking it?  It's

    evolving, it's dynamic.  We all have been part of it.  We have to

    think ahead of it, not react.

         So I would love those kind of training sessions or meetings or

    brainstorming or whatever you want to call it.  And we all have

    talents.  All five board members, you know, we all ran for this

    office, this position, bringing individual different talents.  We are

    all very different.

         I think it would be also fun for all of us to bring in what we

    bring to the table, whatever your passion is.  Is it community?  Is

    it workforce development?  Is it online training?  Is it recruitment

    and retention?  Is it getting in with JTED and Earn to Learn?  What

    are your individual passions, and, you know, you be that spokesperson


    at a meeting, something like that.  Anyway...

         >> PAMILA FISHER:  Catherine, I want to respond quickly, because

    I loved what you said so much except for making me feel guilty, and

    that is as we talked about so many things this afternoon, the one

    thing I did not stress enough is your role as a board is thinking big

    picture and future.

         We kind of got bogged down in a lot of the stuff that needed to

    be talked about, I don't mean that, but yes, you as the board should

    be the visionaries, sharing your thoughts, even if it's a crazy

    vision and your college talk you out of it, but thinking big picture,

    policy, looking down the road.

         In fact, in that same little piece about COVID, one of the things

    I caution for us is seeing it happen, is that CEOs, wonderful CEOs,

    exemplary CEOs are so focused on COVID and survival, which they

    should be, it's really often the board that has to say, okay,

    Mr. Chancellor, do what you're doing, keep doing what you're doing,

    but by the way, what will this mean for us two years from now or

    three years from now?  What's going to happen?

         In other words, boards are the very people who should be pushing

    the institution to look down the road at future, and once you get

    some of these procedural things worked out and the delineation of

    roles, then your board meetings should be primarily that kind of

    stuff, the innovative stuff and the new stuff and looking forward.

    After you complain about all of the stuff that's so hard, you still

    have to go through that, but then it's like, okay, what are we going


    to do about it and go forward.

         Great to hear a brand new member get it, and that's when I felt

    badly I hadn't reinforced that nearly enough this afternoon.  That's

    a big part of your role is thinking down the road.

         I'm sure your chancellor would love that.

         >> MR. DEMION CLINCO:  Ms. Ripley, one of the things we do have

    at our disposal is we have a very robust study session program.  So

    these are real sort of deep dives, so I think what is important,

    really important is for you to really spend some time talking with

    the chancellor about the topics that you would like to really dive


         You know, we have done a lot, but as Dr. Fisher noted, one change

    in a board member is a new board.  So we're going to have to go back

    and re-examine and rehear some of the things we have already heard.

         But I think articulating to the chancellor and to me what are the

    things you'd like to focus on and that you'd like to hear more about

    so that you can, one, be brought up to speed, but two, really we can

    start to provide, again, more of that vision and direction to the

    chancellor to be able to implement that throughout the system.

         That's really one of the most effective tools that we have is

    through that study session.  And we have gone everywhere from having

    one a month to once a quarter, you know, we have moved them around to

    accommodate as topics and issues arise.  And we usually try to do two

    sort of big topics at a time over a two-hour period and dive in a

    little deep.


         I know for me, one of the things that has been a concern to me

    over the last few months is there was, out of the meetings that we

    had where there was I thought robust discussion and disagreement, but

    we progressed, there was really clearly something else going on, and

    I received communications that said that I had been insensitive and I

    had been unkind in some of those meetings.

         I think it would be valuable to bring someone in who could really

    work with individual board members, talk to everybody, and really

    come up with some other communication plans to be more sensitive to

    everyone's perspective and background.

         I think it would certainly benefit me, but I think I'd like to

    see that.  So if everybody is open to that, maybe we could identify

    somebody who could be brought in to help with that.

         I'll take that as a yes since I'm not hearing no.  (Laughter.)

         Okay.  So is there anything else members of the board want to

    discuss or how we want to progress and move forward?  Again, this is

    the moment to say it so we can sort of come up with a plan.  Again,

    in the COVID and this situation makes it harder than ever to chart

    the path.

         So these meetings and these moments are so key to saying this is

    going to affect the next the next few months and how we invest

    resources and who we bring in and how we help facilitate and shape

    the conversation.

         >> DR. MEREDITH HAY:  I just want to make sure I personally thank

    Dr. Fisher and Dr. Stenson for their times and their efforts.  This


    is really, really important for Pima College, and I think it's

    important for this board to have these in-depth conversations and

    really try to get to some of the issues that are important for us

    moving forward together as a team.

         So thank you, both, for tuning in for four hours.  It was a long

    haul in the afternoon.  I know you're ready to go to dinner.  I

    really, really appreciate both of your efforts.  Thank you so much.

         >> PAMILA FISHER:  It's always good to be with you.  I'm

    wondering if your chancellor wants to give us any words of wisdom,


         >> DR. LEE LAMBERT:  Thank you, Pam.  I was getting ready to jump

    in.  Just a few things.

         Cat, we are planning for either January or February study session

    to do a future scenario planning piece with the board.  We do that

    internally so we are going to open that up to the board to engage us

    in that process.

         But we also hold a Futures Conference with the community.  We do

    that annually, so that's been a way for us to interface with the

    community outside of what we normally do through advisory groups,

    et cetera, to get that future-forward thinking perspective for the


         Also, I think going back to the top 20 piece and the No. 9 and

    this whole reference to respect for each other, I think, you know,

    going back to Demion's point, I think it's a good idea to bring in

    someone to talk with each board member individually, find out


    individual concerns and determine how we can move forward together.

         Maria, I mean, it breaks my heart that you don't trust me.  I

    really want to find a way to work with you to earn your trust.

    That's very important to me.  I'd be open to a facilitated

    conversation to do that, because I think you and I are more on the

    same page than you realize, and I care deeply about this community

    and this college.  If you've seen over the last seven-and-a-half

    years since I have been here, we have transformed Pima in a way that

    people are talking about us all over the country.

         So I just want to earn your trust.  That's very important to me.

    Hopefully you'd be open to that.

         Also, remember, my staff, when they present, how the board

    responds to them really impacts their comfort level coming before the

    board.  We just need to be mindful of that.  These individuals, they

    put in so much time and effort, their dedication to the mission, and

    then when they have to come before the board and then depending on

    how that dynamic goes, it can create a chilling effect on other

    staff.  That No. 9 piece about the staff side is also something we

    should not lose sight of.

         Also, I'd love to do a session on Meet and Confer.  We have done

    this in the past, and now, Cat, you're new to the board, and maybe we

    can bring someone in from the attorney general's office to talk about

    Meet and Confer.  Meet and Confer is a very confusing model,

    especially if you've come out of a collectively bargaining model and

    you come to Arizona in the public sector and now there is Meet and


    Confer and they are not the same thing.

         Our employees misunderstand it.  Management misunderstands it.

    Board members misunderstand it.  But at the end of the day, we are

    held accountable to that ultimately by the State of Arizona.  And so

    if folks are open to that, I'd love to have the AG's office come and

    talk Meet and Confer, the parameters, et cetera.

         Those are some initial thoughts and I just want to thank you all

    for your time.  Investing in individually and collectively in our

    professional development is so essential for us to continue to

    fulfill our mission.

         Thank you, Pam, Linnea, Bruce, Jeff, who has also joined us.

    Most importantly, Andrea.  Andrea handles the logistics to pull all

    of this together.  This is not always easy.

         And then also thanks to Marcos and the IT team for what they do.

    I'm done.

         >> MR. MARK HANNA:  Hey, I just want to, before we're out of

    here, I just want to say thank you to the chancellor and everybody

    involved in setting up the COVID testing at three of our campuses.

    What a service to our community.  Thank you to all involved in that.

    That was amazing.

         >> PAMILA FISHER:  Mark, I'm going to take a privilege and say

    thank you for everything you have done.  I don't get to be a part of

    any of your parties or anything.  It's been a real pleasure to work

    with you the last few years.

         I know Pima has a special place in your heart.  You're not going


    to go away away.  I'm sure they will find a way to put you to work.

         >> MR. MARK HANNA:  Today was my party.  This is my party.

         >> PAMILA FISHER:  This is your going-away party?  I will send

    you some caramels, then, okay.

         >> MR. DEMION CLINCO:  Any other comments from any of the other

    board members?  No?  Mr. Gonzales?  No?  Okay.  Ms. Ripley?  Okay.

         Okay.  Well, again, I just want to echo Chancellor Lambert's

    thanks, Dr. Fisher, Dr. Stenson, higher team, Dr.  Moses, we really

    appreciate your continued guidance, making sure this board is on

    track so we don't end up in a situation like the boards of Pima's

    past have, and we don't want to get off the rails.  We want to stay

    true to the guiding stars and the guiding principles of the


         You know, your insight and your help and being a resource for us

    is truly so impactful and important, and I am particularly

    appreciative that you have devoted so much time this afternoon and

    always to help guide this board and the decision-making process of

    this institution for our community.  So thank you so much.

         >> PAMILA FISHER:  Bye, everybody.

         >> MR. DEMION CLINCO:  With that, the meeting is adjourned.

         >> DR. MEREDITH HAY:  Bye, everybody.