HUMBOLDT STATE UNIVERSITY CENTERBOARD OF DIRECTORS

Meeting on Thursday, May 4, 2017

The Humboldt State University Center Board of Directors met on the above date in theUniversity Center Banquet Room, at Humboldt State University, Arcata, California.Chair, T. Mike Kirakosyan, called the meeting to order at 5:15 p.m.

Directors Present: Peg Blake, Gregg Foster, Dave Hailer, Jason Henkle, T. MikeKirakosyan, Steve Martin, Sonya Navarro, Carli Palmerin, Casey Park,Armeda Reitzel, Mark Rizzardi, Sylvia Shively

Directors Absent: Jonah Plait (excused), Winnie Nartia-Stockart (excused)

Also Present: Dana Carrillo, Chant’e Catt, Heidi Chien, Sarah DenHoed, JohnErickson, Roy Furshpan, Joey Mularky, Dave Nakamura, MirandaOlberg, Linda Pereira, Ron Rudebock, Ruth Sturtevant

MINUTES

SUBJECT: Approval of Agenda

MOTION: It was moved (Park) and seconded (Navarro) to approve the Agenda.

ACTION: The Agenda was approved.

SUBJECT: Approval of Minutes

MOTION: It was moved (Park) and seconded (Navarro) to approve the Minutes of theBoard Meeting on April 6, 2017.

ACTION: The motion was approved.

SUBJECT: Public Comment

There was no public comment.

SUBJECT: Chair’s Report — T. Mike Kirakosyan, reporting

Student-at-large Elections Results — AS Elections took place during the thirdweek of April. Chant’e Catt and Sarah DenHoad won the two 1-year student-at-large positions, Casey Park is the alternate. Miranda Olberg won the 2-yearstudent-at-large position, and the seat was uncontested. Joey Mularky waselected AS President and Dana Carrillo AS Student Affairs Vice President.They will be seated at the end of the meeting. Chair Kirakosyan met with thenewly elected students-at-large and outgoing student Board members todiscuss their experiences on the Board, how they can assist new students nextyear, and student continuity. To that end, a Google doc has been created withintroductory information and brainstorming ideas.

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Introduction of Incoming Student Board Members — The incoming studentBoard members were introduced.

Board Members’ Summer Availability — Administrative Coordinator, LindaPereira, will contact Board members on their availability in the event asummer meeting is needed.

SUBJECT: Executive Director’s Report — Dave Nakamura, reporting

Review of 20 16-17 Goals & Objectives — Board members were referred to acopy of the Goals Review, which is an informational status report on theobjectives approved by the Board in February 2016 as part of the budgetprocess. Board members were encouraged to review the report and directquestions to Executive Director, Dave Nakamura.

University Center Operating Agreement — This item remains a work in progress.Part of what’s holding it up is a change in the agreement’s format and the list offacilities that the UC operates. Over the years, facilities have been added such asthe Student Recreation Center, and many of them have different arrangementsin the background which makes parsing it out a bit complicated.

As an informational item, Dave Nakamura added that the university has acontract with Pepsi for pouring rights. HSU receives funds from Pepsi forathletic scholarships, the scoreboard, and marketing. In exchange, DiningServices devotes a significant amount of shelf space to sell Pepsi products. Lastfall, a task force was convened to assess the agreement which is up for renewalin June. Dave and HSU Dining Services Director, Ron Rudebock, are on thecommittee. The task force discussed and reviewed different aspects includingwaste reduction, plastic, and greenhouse gas emissions. The focus then becamemore on corporate issues when Associated Students and WWRAP began toweigh-in on the agreement. AS Council hosted two well-attended open forumswhere most participants were against the agreement, and subsequently passed aresolution that it opposed the contract moving forward. If it isn’t renewed, thecampus wishes to ensure Athletics doesn’t lose that part of its scholarshipfunding. One option is looking at Dining’s sales to determine if there’s a wayto give some of those contributions back to the campus.

SUBJECT: Executive Committee Report — T. Mike Kirakosyan, reporting

UC Board Retreat/Visioning SessionfBylaws Amendments — The ExecutiveCommittee met on April 10, 2017, with Executive Director, Dave Nakamura;and Associate Executive Director, Heidi Chien. Connie Stewart, Director of theCalifornia Center for Rural Policy, was also present to facilitate and develop anEmergent Learning Table using a ‘framing question’ to begin thinking about thefuture of the Board while keeping its history and current circumstances in mind.The document was sent to Board members on April 17, and it will be used at areference point for visioning sessions scheduled for April 25 and May 1. (Themeeting on April 25 was canceled for lack of quorum.) During its discussion,

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the Committee identified the need to engage the services of a law firm to assistwith amending the UC’ s Bylaws and directed staff to send a request forproposals to three different firms.

Ca1PERS Public Agency Review Finding #6, Continued Discussion — There isno update on this item.

Attorney Legal Representation Proposals Review — The Executive Committeemet on May 1, 2017, with Dave Nakamura and Heidi Chien. The Committeereviewed three proposals for general legal services and voted to recommendretaining the Erickson Law Firm. Discussion and action on this item will takeplace under New Business.

Executive Director’s Annual Performance Appraisal — The ExecutiveCommittee met in closed session on April 24, 2017, to review the performanceappraisal prepared by Vice President for Student Affairs, Peg Blake. TheCommittee developed goals to add to the evaluation which will be discussed inclosed session during Old Business.

MOTION: It was moved (Park) and seconded (Reitzel) to accept the Executive Committeereport. The motion carried.

SUBJECT: Finance Committee Report — Sylvia Shively, reporting

University Center Reserves Policy Update — The Finance Committee met onApril 27, 2017, with Dave Nakamura, Heidi Chien, and Accounting Manager,Wendy Sotomayor. The Committee discussed and reviewed a revised ReservesPolicy prepared by management staff. After making a few minor wordingchanges to the policy, the Committee voted to recommend Board adoption.

Five-Year Strategic Plan Budget Revision — The Committee reviewed thebudget revision prepared by staff at the request of the President and voted torecommend Board acceptance.

University Center General Investment Policy — This item is tabled for thetime being.

MOTION: It was moved (Hailer) and seconded (Park) to accept the Finance CommitteeReport. The motion carried.

SUBJECT: Business Enterprise Board of Directors Report — Dave Nakamura, reporting

HSU Bookstore Update — The Business Enterprise Board of Directors (BEB)met on April 17, 2017. The Bookstore is in the process of filling two full-timestaff positions — assistant manager and operations manager. The store hosted aGraduation Fair at the end of March, saw significant sales increases during thetwo Spring Preview events, and held a staff/faculty appreciation eventfeaturing discounts on Apple products and credit for used equipment.

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HSU Dining Services Update — BEB members received a status report on theyear’s Goals & Objectives. Dining Services has increased its purchases fromlocal farmers, implemented a menu management system, and collaboratedwith Kinesiology & Recreation Administration to develop a studentnutritional weilness survey. Dining also improved sustainability effortssignificantly reducing its landfill waste, and increased professional staffdevelopment opportunities.

MOTION: It was moved (Navarro) and seconded (Park) to accept the Business EnterpriseBoard of Directors report. The motion carried with one abstention.

SUBJECT: Programs & Facilities Board of Directors Report — Sonya Navarro, reporting

Election of Officer — Chair — The Programs & Facilities Board of Directors(PFB) met on April 14, 2017. Sonya Navarro was elected Chair.

Center Activities Program Report — PFB members received a status report onthe year’s Goals & Objectives. Staff conducted an equipment assessment inthe Student Recreation Center and will replace an indoor bike and Stairmaster,and add an assisted pull-up bar requested by popular demand. To increaseadaptive programming, Center Activities partnered with the Kinesiologydepartment to cross-train students and staff for working with persons withdisabilities. They conducted a “Surfing the Spectrum” camp where local youthwith autism were taken surfing at Moonstone Beach. The Outdoor NationCampus Challenge, which HSU won, named Jordan Johnson as the “mostoutdoorsy student” on campus and he was selected to be a Merrellambassador. Jordan has led hikes and rock climbing as part of his internshipwith a goal of making outdoor recreation inclusive and attractive for a diversestudent population. He also created the “I Am Humboldt” Facebook page as ameans to encourage outdoor recreation.

CenterArts Program Report — PFB members received a status report on theyear’s Goals & Objectives. CenterArts produced a series of lecture eventshighlighting HSU’s strategic plan’s commitment to increase diversity andpromote environmental and social justice. Six lectures took place includingW. Kamau Bell on “Ending Racism in an Hour”; and biologist Jeff Corwin witha presentation on the earth’s wildlife and ecology. To ramp up sustainabilityefforts during performances, CenterArts switched from using single-usebeverage containers and dishes to reusable options from Dining Services.

Facilities Projects’ Report — Upcoming summer projects include a newdishwasher in Windows Café using a model that can handle the large volumeof reusable dishes generated by catering events; replacing the kitchen flooring;and new mixed-use furniture in the Depot featuring booths and tables that canbe moved to create collaborative spaces. Projects for Summer 2018 mayinclude replacing the fire alarm system, the main electrical switch gear andtransformers in the University Center building; and remodeling the AS andClubs offices.

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MOTION: It was moved (Park) and seconded (Hailer) to accept the Programs &Facilities Board of Directors report. The motion carried.

SUBJECT: Old Business

University Center Reserves Policy — Board members were referred to a copy ofthe revised reserves policy prepared by staff. The establishment of adequatereserve policies for California State University (CSU) auxiliaries is required tomeet CSU financial standards established in the California Education Code,Section 89904(b). The CSU updated its Campus Reserves Policy 2001.00 inOctober 2015. The University Center policy has been revised to meet thefinancial standards stipulated by the CSU. The Board of Trustees’ guidelinesstipulate that auxiliary organizations shall evaluate the need for reserves in thefollowing areas: working capital, current operations, capital replacement, andplanned future operations. HSU President, Lisa Rossbacher, requested thatmanagement staff update the University Center’s reserves policy as part of the20 17-18 budget approval process to meet the standards set forth by the CSU.

MOTION: It was moved (Foster) and seconded (Park) to adopt the University CenterReserves Policy as revised, and to revisit the Capital Replacement andPlanned Operations portion of the policy next year.

ACTION: The motion was approved.

Executive Director’s Annual Performance Appraisal — Chair Kirakosyancalled for a motion to move into closed session to confer on a performanceappraisal. [Calif. Ed. Code, Section 89923, Evaluation of Performance]

MOTION: It was moved (Park) and seconded (Navarro) to go into closed session. Themotion carried.

At this point in the proceedings, all non-Board members exited the meetingroom. The closed session commenced at 6:10 p.m. The Board moved out ofclosed session at 6:30 p.m.

MOTION: It was moved (Blake) and seconded (Navarro) to end closed session. Themotion carried.

MOTION: It was moved (Martin) and seconded (Park) to accept the performanceappraisal report as presented.

ACTION: The motion was approved.

SUBJECT: New Business

Five-Year Strategic Plan Budget Revision — Board members were referred toa copy of the revised budget plan prepared by staff. As reported previously,this item was requested by the President to update the financial portion of theUniversity Center’s 2015 Strategic Plan. The projections provide a framework

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on how the University Center can allocate its resources to achieve the vision andobjectives of the organization.

Assumptions used in the updated five-year projections include enrollmentestimates provided by the campus to decline 3% in 20 17-18, and flat from20 18-19 forward; meal plans increasing 4% per year; future minimum wageincreases; and the UC/SRC student body center fees remaining static.

MOTION: It was moved (Park) and seconded (Blake) to adopt the University CenterStrategic Plan’s budget revision for the fiscal years 2016-17 through 2020-21.

ACTION The motion was approved.

Attorney Legal Representation Proposals — As part of ongoing discussions withthe Executive Committee, the need for a law firm with expertise in non-profitorganizations and CSU auxiliaries was identified as being necessary for bylawsrevisions. As such, a call for proposals was issued to three firms, and eachresponded to the request. The Committee reviewed the proposals at its meeting onMay 1, 2017, and voted to recommend retaining the Erickson Law Firm to providethese services. Board members were provided a copy of the proposal. This firmhas more experience in different levels of the education system including theCSU than the other two finns. Also, it does not charge a retainer.

Richard Bromley, who was previously appointed by the Board, will continue toprovide legal counsel in regards to employment law and human resources issues.

MOTION: It was moved (Park) and seconded (Shively) to engage the services of theErickson Law Firm for general legal services for the University Center.

AMENDMENT: It was moved (Park) and seconded (Martin) to amend the motion that approvalis contingent upon favorable references from at least three clients. Theamendment carried.

It was agreed by consensus to delegate the Executive Director and a minimumof one member of the Executive Committee to conduct the reference checks.

ACTION: The motion was approved as amended.

2017-18 Proposed Board Meeting Calendar — Board members were referred toa copy of the proposed meeting calendar for the 20 17-18 academic year. Inprior years, the Board has voted to approve the September meeting date andthe rest of the calendar during that meeting in the event changes need to bemade to the schedule. In general, Board meetings are held on the first orsecond Thursday of the month at 5:15 p.m., during the academic year.

MOTION: It was moved (Foster) and seconded (Park) to receive the Board meetingcalendar and hold the first Board meeting of the 20 17-18 academic year onSeptember 7, 2017, at 5:15 p.m. The motion carried with one abstention.

Special Board Meeting/Retreat: Set Date — In September 2016, the UC Boardheld its first retreat which was well received. When the Executive Committeebegan to look at visioning, it determined that it would be beneficial to interjectthat work into the next Board retreat. Following discussion on dates inSeptember, a motion came forth from the floor.

MOTION: It was moved (Park) and seconded (Henkle) to set the Special BoardMeeting/Retreat date on Saturday, September 30, 2017, from 9:00 a.m. to4:00 p.m., at the Humboldt Bay Aquatic Center in Eureka. The motioncarried with one opposed and one abstention.

SUBJECT: General Board Comments

CenterArts was commended for this year’s lecture series.

SUBJECT: Announcements

There were no announcements.

SUBJECT: Seating of Newly Elected Student Board Members

Chair Kirakosyan called for a motion to seat the following student Board members:

Chant’e Catt, Student-at-large, 1-year termSarah DenHoed, Student-at-large, 1-year termMiranda Olberg, Student-at-large, 2-year termJoey Mularky, AS President, Ex-officioDana Carrillo, AS Student Affairs VP, Ex-officio

MOTION: It was moved (Navarro) and seconded (Hailer) to seat the newly electedstudent Board members. The motion carried.

SUBJECT: Adjournment

It was moved (Blake) and seconded (Park) to adjourn the meeting. Themeeting adjourned at 7:05 p.m.

Submitted by:Linda PereiraRecording Secretary/Assistant to Executive Director

Agreed and Accepted:

fair / Date