University of North Florida
Board of Trustees
Finance and Audit Committee

  • Meeting
September 22, 2005
University Center at 8:30 a.m.

Minutes

Committee Members Present

Edythe Abdullah, O’Neal Douglas, Tom Foran, Steve Halverson, Wanyonyi Kendrick, and Kevin Twomey

Committee Members Absent

None

Other Trustees Present

Judith Solano, Carol Thompson 

Item 2 Approval of Minutes 

Chair Twomey called the meeting to order and asked for a motion to approve the minutes. The motion was offered by Trustee Douglas, seconded and approved unanimously.

Item 3 New DSO Proposal 

Vice President Shuman defined a Direct Support Organization (DSO) as a 501C entity, created to directly support the University while operating independently from the State University System’s governance. She stated that UNF had two DSO’s – UNF’s Foundation, Inc. (Foundation) and the Training and Service Institute, Inc. (TSI).

 

Vice President Shuman presented a proposal for a third DSO – a Financing Authority. This DSO would provide financial management services to UNF’s housing and parking, both of which are currently managed by the Foundation. The reorganization would offer an opportunity for the University to seek such ratings from rating agencies. Such ratings could result in reduced interest expenses on housing and parking bonds, an independent debt management plan and more flexibility on housing and parking rates collected by the University.

 

Vice President Shuman also stated that the third DSO would benefit the Foundation by simplifying their budget reports and creating a more streamline operation; thus, offering more clarity to their financial statements and a more transparent view of their mission.

 

Vice President Shuman stated that a draft copy of the bylaws for the proposed DSO which had been reviewed by UNF’s General Counsel, was included in the materials. The new DSO would have seven members – one trustee; UNF’s President or his/her designee; UNF’s Chief Financial Officer or his/her designee; the Foundation Board’s President or his/her designee; one UNF Foundation member; two independent members elected by the new DSO Board. The initial BOT appointment to the DSO’s new board would be made by Chair Thompson.

 

Vice President Shuman stated that no additional expenses would be incurred by adding this DSO.  Vice President Shuman would provide leadership. Mr. Michael Neglia, Associate Controller/Treasurer, along with Ms. Beverly Evans, Director of TSI/Foundation would provide support.

 

Trustee Halverson requested clarification on revenue streams for the proposed DSO. Vice President Shuman stated that public revenues, including State funds were not eligible but that housing and parking revenues and fees would be eligible.

 

Chair Twomey asked for clarification on the proposed DSO’s independence from the State of Florida, the BOT and the University. Vice President Shuman stated that this would be a 501C entity, providing direct support to the University and act independent from governance by the State University System, the BOT, and the University. She further stated that the only BOT requirements would be review of audit statements and budget.

 

Trustee Douglas asked for clarification on the impact this proposed DSO would have on the current Foundation Board members; i.e., attitudes, fundraising issues, community relationships, etc. He expressed a concern regarding the alienation of relationships that were beneficial to the University. President Delaney addressed this, stating that Vice President Alliare and Foundation Board President Rad Lovett discussed this and they were comfortable with adding this new entity. He further stated that the Foundation’s Executive and Finance committees agreed that this was a positive move for the University. President Delaney summed up this concern, stating that there had been sufficient discussion and all involved agreed that this proposed DSO would be a positive addition to the University.

 

Chair Twomey asked for a motion to approve the proposed DSO and subsequently, present this to the full Board for approval. Trustee Douglas offered the motion and Trustee Abdullah seconded. The motion was passed unanimously.

Item 4 Traffic and Parking Regulations 

Vice President Gonzalez began this discussion, stating that the traffic regulations and parking regulations were now separate. This separation occurred as a result of a departmental separation one year ago. The University Police Department, who manages traffic regulations, was placed under Student Affairs. Parking Services, managed by Auxiliary Services, remained under Administration and Finance.

 

Vice President Gonzalez provided a summary of changes, stating that the old rules had been converted to regulations in order to maintain compliance with the new BOG guidelines. He stated that a summary sheet was included in the meeting materials.

 

Trustee Thompson asked for clarification on the University’s creation and/or enforcement of these regulations. Vice President Shuman stated that the University Police Department was responsible for enforcing these regulations in accordance with Florida Administrative Code. UNF’s administration was responsible for the creation/revision of these regulations.

 

Trustee Solano asked for clarification regarding recourse for fines and penalties – was there an appeals board. Vice President Shuman stated that there were two appeals boards, each governed by each entity’s piers; i.e., an appeals boards for faculty and staff, and one for students.

 

Trustee Kendrick asked administration to comment on the availability of campus parking. Vice President Shuman stated that there was adequate parking available. There were parking lots out of commission due to construction, but this would be resolved shortly. The parking lot added next to the University Police Department provided additional parking and was a short walk from campus – about six minutes. Safety was a paramount concern regarding this lot. The University Police Department assigned one officer to this lot nightly and a new police program provided volunteers who monitored the area, providing flash lights and cart rides. Future plans included a shuttle service.

 

Chair Twomey asked for a motion to approve the traffic regulation and the parking regulation and subsequently, present these to the full Board for approval. Trustee Halverson offered the motion and Trustee Abdullah seconded. The motion was passed unanimously.

Item 5 Tuition and Fees Regulations 

Vice President Shuman stated that this was also previously a rule. Approval was being requested from this committee to convert this rule to a regulation – in order to maintain compliance with the BOG recommendation regarding regulations.

 

Vice President Shuman summarized this agenda item by stating that all fees were now included in one regulation. There had been one change in fee structures from those which were voted upon by the Board – the Child Development Research Center was now part of the new State Pre-K program and rates were lowered commensurate with state support.

 

Trustee Kendrick asked for clarification on the total percentage of the tuition and fees that would be the responsibility of the student. Vice President Serwatka stated that this was below the State cap of 40% on student fees. This figure included student health fees, student activity fees, and student athletic fees. This figure presented UNF as a good buy when compared to universities in other states.

 

Chair Twomey stated that the tuition and fees regulation would be presented to the BOG after approval from this committee and the full Board. Chair Twomey asked for a motion to approve the tuition and fees regulation. Trustee Douglas offered the motion and Trustee Halverson seconded. The motion was passed unanimously.

Item 6 TSI Audit 

Trustee Kendrick commented on the positive audit given to TSI. She applauded the internal controls and offered appreciation to all staff responsible.

 

Trustee Kendrick concluded by stating that this item was brought to the committee for review only. No additional action was necessary.

Item 7 Foundation Audit 

Chair Twomey stated that the committee spent a great deal of time discussing the Foundation’s audit. He commented on how difficult it was to interpret the financial statements and added that the additional DSO, separating parking and housing, would create much needed clarity in these statements.

 

Chair Twomey stated that the committee found no weaknesses in the Foundation audit. He applauded the staff on a job well done.

 

Chair Twomey concluded by stating that this item was brought to the committee for review only. No additional action was necessary.

Item 8 Proposed Bylaw Amendments 

Vice President Stone stated that there were five substantive changes to the BOT Bylaws being presented – the cycle or timing of Board officer elections (officers would be elected in January); clarity on the role of the Board chair, making it more consistent with University practices (the role of the chair was rewritten to address committee appointments and committee chair appointments, assigning this responsibility to the Board chair); deleting any language, referencing annual Board meetings; additional language substantiating that the Board chair appoint a trustee, with applicable financial knowledge to serve as chair of the FAC.

 

Chair Twomey asked for a motion to approve the proposed bylaw amendments and subsequently, present these to the full Board for approval. Trustee Douglas offered the motion and Trustee Halverson seconded. The motion was passed unanimously.

Item 9 Audit Plan 

Chair Twomey offered appreciation to Dr. Marty Khan, stating that the audit plan was a very important document and a realistic plan. He included that the audit plan provided sufficient coverage to high risk areas of the University.

 

Vice President Shuman stated that two areas of the Banner software had been implemented – the student portion and financial aid. The audit plan included the proper controls regarding these two areas. She stated that the monitoring of cash was a high-risk area and the subsequent audits would address this issue.

 

Trustee Kendrick asked for clarification regarding any outstanding matters connected to this audit plan. Dr. Khan stated that there were a few follow-up issues that were considered ongoing.

 

Trustee Abdullah asked for further clarification on the cross-over from the old system. Vice President Shuman stated that biggest problem with the cross-over was the reporting of information. She included that the transition was complete and that enhancements were now being implemented.

 

Trustee Kendrick asked if Dr. Khan had access to external expertise and/or support regarding technical issues. Dr. Khan responded that this was an excellent suggestion. Vice President Shuman agreed to take this under consideration.

 

Trustee Douglas expressed his appreciation for the collaborative effort between the internal audit department and management.  He noted that the internal auditing function was very important for the University.  

  

Chair Twomey asked for a motion to approve the audit plan and subsequently, present this to the full Board for approval. Trustee Douglas offered the motion and Trustee Halverson seconded. The motion was passed unanimously.

Item 10 Treasurer’s Report 

Vice President Shuman summarized this report, referring to charts included in the meeting materials. She stated that the charts reflected data collected the previous year. Her discussion included questions and statements from the committee, with no action requested.

 

Chair Twomey concluded by stating that this item was brought to the committee for review only. No additional action was necessary.

Item 11 Quarterly Budget Report 

Vice President Shuman summarized this report, referring to charts included in the meeting materials. Her discussion included questions and statements from the committee, with no action requested.

 

Chair Twomey concluded by stating that this item was brought to the committee for review only. No additional action was necessary.

Item 12 Litigation Update 

Vice President Stone introduced this item by stating that President Delaney had asked that this topic be presented to the FAC twice a year.

 

Trustee Halverson applauded this idea, stating that it was his opinion that litigation could have a significant monetary impact on the University, as well as the possibility of becoming a community issue.

 

Vice President Stone introduced Mr. Chris Wrenn, Associate General Counsel and yielded to him to present this item. The new science and engineering building was discussed, addressing litigation between UNF and Granger Building Company. Mr. Wrenn stated that Granger filed a third party complaint against UNF for approximately $243,585. This complaint was for nonpayment of work performed on behalf of Southeast Enterprise Group, a subcontractor hired by Granger Building Company.

 

Mr. Wrenn stated that because of continued problems with the building, several months ago the University hired an engineer to prepare a forensic report on the building.  The report disclosed significant areas of moisture intrusion both as the result of the functioning of the HVAC system and the failure of the building to be watertight.  The University is seeking resolution, through outside counsel, of the matter with the general contractor and the surety for repair and completion of the project, which has an estimated cost of $3,017,000, in addition to damages for delay, etc. UNF has claim against the general contractor.

 

Chair Twomey asked if there was any other litigation pending. Vice President Stone stated that there was none.

 

Chair Twomey concluded by stating that this item was brought to the committee for review only. No additional action was necessary.

Item 13 Adjournment 

Chair Twomey asked if there was any further business. Trustee Solano stated that she was asked by her constituency to present an item, not included in the agenda – concerns regarding the lack of technology in the classrooms. She requested that this be a priority during the next phase of budgeting deliberations.

 

Trustee Kendrick suggested that the external technology community be approached to support this initiative.

 

Trustee Abdullah suggested that a preview of “smart classrooms” be included in future deliberations.

 

Chair Twomey suggested that University management give thoughts and/or present this at a later time.