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Full text of "University of Massachusetts Board of Trustees records, 1836-2010"

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UNIVERSITY OF MASSACHUSETTS 
COMMITTEE/BOARD MINUTES 2004 



BOARD OF TRUSTEES 

1 . February 4, 2004 College of Visual and Performing Arts New Bedford, MA 

2. March 24, 2004 Omni Parker House, Boston, MA 

3. May 5, 2004 UMASS Amherst 

4. August 4, 2004 Hoagland Pincus Conference Center, Shrewsbury, MA 

5. November 10, 2004 UMASS Boston 

6. December 2 1 , 2004 One Beacon St, Boston, MA 

ACADEMIC and STUDENT AFFAIRS 

1 . January 2 1 , 2004 UMASS Boston 

2. April 2 1 , 2004 UMASS Boston 

3. July 20, 2004 UMASS Boston 

4. October 1 9, 2004 UMASS Boston 

ADMINISTRATION and FINANCE & AUDIT 

1 . January 22, 2004 One Beacon St, Boston, MA 

2. April 29, 2004 One Beacon St, Boston, MA 

3. July 22, 2004 One Beacon St, Boston, MA 

4. October 2 1 , 2004 One Beacon St, Boston, MA 

ATHLETICS 

1 . March 3, 2004 One Beacon St, Boston, MA 

COMMITTEE OF THE WHOLE 

1. February 4, 2004 College of Visual and Performing Arts New Bedford, MA 

2. May 4, 2004 UMASS Amherst 

3. November 9, 2004 UMASS Boston 

DEVELOPMENT 

1 . January 22, 2004 One Beacon St, Boston, MA 

2. April 20, 2004 One Beacon St, Boston, MA 

3 . July 22, 2004 One Beacon St, Boston, MA 

4. November 9, 2004 UMASS Boston 

GOVERNANCE 

1 . May 1 8, 2004 One Beacon St, Boston, MA 

2. June 17, 2004 One Beacon St, Boston, MA 

3. July 6, 2004 One Beacon St, Boston, MA 

4. July 20, 2004 One Beacon St, Boston, MA 

INVESTMENT 

1. April 12,2004 

2. June 25, 2004 

3. September 21, 2004 

4. November 30, 2004 



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UNIVERSITY OF MASSACHUSETTS 

AMHERST»BOSTON»DARTMOUTH»LOWELL»WORCESTER 

MINUTES OF THE MEETING OF THE 
BOARD OF TRUSTEES 

Wednesday, February 4, 2004; 11:00 a.m. 

College of Visual & Performing Arts 

Star Store 

715 Purchase Street 

New Bedford, MA 

Trustees Present : Chair Fey; Vice Chair Giblin; Trustees Brathwaite, DiBiaggio, 
Karam, James Mahoney, Robert Mahoney, Marcalo, McCarthy, Moes, Morand, O'Shea, 
Rainey, Reed, Sheridan and White 

Trustees Absent : Trustees Austin, Boyle, Cassel, Dubilo, Fatemi and Kennedy 

University Administration : President Wilson; General Counsel O'Malley; Vice 
Presidents Julian, Chmura and Lenhardt; Ms. Harrington; Associate Vice President for 
Academic Affairs; Chancellors Lombardi, Gora, MacCormack, Hogan and Lazare 

Faculty Representatives : Professor O'Connor, UMASS Amherst; Professor May, 
UMASS Amherst; Professor Schwartz, UMASS Boston; Professor LeClair, UMASS 
Dartmouth, Dr. Cooke, UMASS Worcester 

Chair Fey convened the meeting at 1 1:45 a.m. The first item on the agenda was the 
Chair's Report . Chair Fey welcomed everyone to the new facility that now houses the 
College of Visual & Performing Arts. 

Chair Fey reported that earlier in the day at the meeting of the Committee of Whole, 
the Board had heard reports from the campuses about the future of the University. The 
University has big plans despite budget cuts and is ready to move forward. 

Chair Fey then gave a brief update on the President's Search Committee. The 
Committee has received some very strong recommendations and is in the process of 
interviewing highly qualified candidates. Chair Fey commended the members of the 
Committee for their diligence with the search and thanked Trustees Bissonnette Moes and 
Austin for their leadership as co-chairs of the Committee. 

Chair Fey then invited the members of the Board to contact her, and/or the co-chairs 
for their input into the search. 



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Board of Trustees 
February 4, 2004 

The next item on the agenda was Consideration of Minutes of the Previous 
Meeting of the Board . 

It was moved, seconded and 

VOTED : To approve the minutes of the November 5, 2003 meeting of the Board. 

Chair Fey then introduced Trustee Marcalo to give the Student Trustee Report, 
UMASS Dartmouth . Trustee Marcalo reported on the importance of the Women's 
Resource Center and the Women's Studies Program on the Dartmouth campus. The 
Center provides many opportunities to women for professional and personal 
development. 

Trustee Marcalo expressed her admiration for the women on the Board and 
Chancellor MacCormack for their strong leadership roles. 

The next item was the President's Report . President Wilson reported on the latest 
budget news: employee contracts have been funded with $26 million dollars, a 
supplemental funding of the base budget at $10 million, the Star Store has been funded 
with $3 million; the University has put in a request for the FY2005 budget at $383 
million. 

President Wilson also reported on a $100 million Technology Bill, a Mass Insight 
Roadmap meeting on February 6 with Senator Kennedy and reported on a High Tech 
Executive Council kick-off meeting that was held on January 23 rd . He also announced 
that the Donahue Institute will host an Executive Academy for the Governor and the 
Cabinet and is launching an executive branch training institute. 

President Wilson reported that there is continued discussion with the Board of Higher 
Education regarding the sharing of services with state and community colleges. He also 
announced David MacKenzie would be heading up the UMASS Building Authority and 
that Evaluations for the Chancellors are underway. 

Currently there is a six-month strategic comprehensive communications plan 
underway. There will be television adds already in production using the theme "Making 
Massachusetts and the World a Better Place" focussing on the University's excellence 
and impact. 

Trustee McCarthy then made a statement thanking the President for his role with the 
employee contracts being funded and the Board for their support with this issue. 



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Board of Trustees 
February 4, 2004 



Chair Fey asked for a motion to go into Executive Session to discuss certain Real 
Estate Transactions . The Board will reconvene in open session in approximately 
twenty minutes. 

It was moved, seconded and 

VOTED : To enter Executive Session to discuss certain Real Estate Transactions . 

Chair Fey voted for the motion as did Vice Chair Giblin, Trustees Brathwaite, 
DiBiaggio, Karam, James Mahoney, Robert Mahoney, Marcalo, McCarthy, O'Shea, 
Rainey, Sheridan and White. The time was 12:10 p.m. 

At 1:02 p.m. the Board returned to Open Session . 

Trustee Mahoney then gave the Report of the Development Committee and 

announced that we are making progress with our annual fundraising goals. The 
Development Officers have pledged that their campus will meet their goals. 

Trustee Mahoney announced that the new Campus Center at UMASS Boston will 
kick off their opening with a gala scheduled for Monday, April 26 which will support 
scholarships for students on the Boston campus. He also reported on the current 
President's Fund Appeal and will be in touch with Trustees that have not yet responded. 

Chair Fey introduced the Consent Agenda . It was moved, seconded and 

VOTED : To accept the following Audit Reports on the Board Consent Agenda: 

1 . FY2003 University Management Letter (Doc. T04-0 1 9) 

2. Office of Student Financial Assistance Report (Doc. T04-0 1 7) 

3. A-133 Audit Report (Doc. T04-018) 

4. WUMB-FM Radio Financial Statements and Supplementary 
Information and Communication Letter (Doc. T04-004) 

5. WFCR-FM & the Friends of WFCR, Inc. Combined Financial 
Statements, WFCR-FM Management Letter and Communication 
Letter (Doc. T04-002) 

6. Purchase Credit Card Program Review, UMASS Boston, Dartmouth 
and Lowell (Doc. T04-001) 

7. Intercollegiate Athletic Department, Statement of Revenues and 
Expenditures (Doc. T04-015) 

8. Report on the Minuteman Court Club and UMASS Athletic Sports 
Activity Fund (Doc. T04-016) 

9. Audit Activity Report (Doc. T04-005) 

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Board of Trustees 
February 4, 2004 



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The next item on the agenda was the report of the Committee on Administration. 
Finance and Audit . Trustee Karam reported that the Committee met on January 22 n 
and heard a report from PricewaterhouseCoopers summarizing recent audit engagements. 

Trustee Karam then provided some highlights for each action item. The FY2003 
Financial Report showed generally favorable results continuing to improve the capital 
improvement program. The FY2005 Student Charges reflect a serious attempt to return 
to the policy of holding fee increases to no more than the rate of inflation. 

The Amendment to the Worcester Campus Intellectual Property Policy involved the 
sharing of licensing revenues. 

The first item was FY2003 Financial Report . It was moved, seconded and 

VOTED: To approve the FY2003 Financial Report as contained in Doc. T04-014. 

The next item was FY2005 Student Charges . It was moved, seconded and 

VOTED: In accordance with Section 1A of Chapter 75 of the General Laws, to establish 
and approve tuition at the following maximum rates for the Amherst, Boston, 
Dartmouth and Lowell campuses for academic year 2004-2005 : 



Tuition 


Amherst 


Boston 


Dartmouth 


Lowell 


Undergraduate (resident) 


$1,714 


$1,714 


$1,417 


$1,454 


Undergraduate (non-resident) 


$9,937 


$9,758 


$8,099 


$8,567 


Graduate (resident) 


$2,640 


$2,590 


$2,071 


$2,183 


Graduate (non-resident) 


$9,937 


$9,758 


$8,099 


$8,567 



And further, in accordance with Section 1A of Chapter 75 of the General Laws, to 
establish and approve the following maximum mandatory fee rates for the 
Amherst, Boston, Dartmouth, and Lowell campuses for academic year 2004- 
2005: 



Total Mandatory Fees (Curriculum & Other 


Boston 


Dartmouth 




Mandatory Charges) 


Amherst 


Lowell 


Undergraduate (resident) 


$7,294 


$6,310 


$6,385 


$6,437 


Undergraduate (non-resident) 


$7,924 


$8,999 


$9,203 


$9,857 


Graduate (resident) 


$6,639 


$6,322 


$6,868 


$5,811 * 


Graduate (non-resident) 


$7,544 


$9,011 


$9,203 


$8,297 * 






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February 4, 2004 



*Per 9 credit load 



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And further, in accordance with Policy T92-031, Appendix E, to authorize the 
President to approve, no later than April 9th, 2004, the individual rates for 
mandatory charges, providing that total mandatory student charges shall not 
exceed the total rates as outlined below for the Amherst, Boston, Dartmouth, and 
Lowell campuses for academic year 2004-2005: 



Total Mandatory Student Charges 
Undergraduate (resident) 

Undergraduate (non-resident) 
Graduate (resident) 
Graduate (non-resident) 



Amherst 


Boston 


Dartmouth 


Lowell 


$9,008 


$8,023 


$7,802 


$7,891 


$17,861 


$18,757 


$17,302 


$18,424 


$9,279 


$8,912 


$8,939 


$7,994 


$17,481 


$18,769 


$17,302 


$16,864 



And further, in accordance with Section 1A of Chapter 75 of the General Laws, to 
establish and approve the following tuition and maximum mandatory fee rates for 
the Worcester campus for academic year 2004-2005: 



Worcester 



Medical School (resident) 
Ph.D./MD (resident) 
Ph.D./MD Years 1-2 (non-resident) 
Ph.D./MD Years 3+ (non-resident) 
Graduate School of Nursing (resident) 
Graduate School of Nursing (non-resident) 
Grad. School of Biomedical Science (resident) 
Grad. School of Biomedical Science(non-resident) 



Tuition 


Mandatory 
Fees 


Total 
Student 
Charges 


$8,352 


$5,653 


$14,005 


$2,640 


$20,626 


$23,266 


$9,856 


$35,626 


$45,482 


$9,856 


$25,770 


$35,626 


$2,640 


$5,653 


$8,293 


$9,856 


$5,653 


$15,509 


$2,640 


$3,942 


$6,582 


$9,856 


$3,942 


$13,798 



And further, in accordance with Section 1A of Chapter 75 of the General Laws 
and T92-03 1 (Appendix E), to authorize the President to approve, no later than 
April 9, 2004, final student housing rent and food service charges providing that 
total charge to undergraduate Massachusetts resident students shall not exceed 
the average rates as outlined below for academic year 2004- 2005: 






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Board of Trustees 
February 4, 2004 



Average Student Housing Rent & Food Service Charges 
(includes residential telecommunication charge) 



Amherst 


$6,189 


Dartmouth 


$7,740 


Lowell 


$6,011 



And further, to authorize the President to approve, no later than April 9, 2004, the 
full schedule of rent and food service charges for all other classifications of 
students, room options and meal plans for academic year 2004-2005. 

And further, to authorize the President to approve, no later than April 9, 2004, 
individual fee rates for other student fees and student fee/revenue based 
operations charges not already approved by the Board for academic year 2004- 
2005. (Doc. T04-021) 

The next item was Amendment to Worcester Campus Intellectual Property 
Policy . It was moved, seconded and 

t 

VOTED: To amend Doc. T96-040 as approved on April 11, 1996 by the Board of 
Trustees for the University of Massachusetts Worcester, as amended by 
vote of said Board on May 5, 1999, by (1) modifying the second bullet 
under Section III.G.l.b; (2) adding a new Section III.G.l.c; (3) replacing 
the introductory paragraph for Section III.G.2.; (4) replacing Section 
III.G.2.b.; (5) adding new Sections m.G.2.c, III.G.2.d, and III.G.2.e; and 
(6) modifying Section I.D, as follows: 

III.G.l.b.- Thirty percent (30%) to the inventor(s) or creator(s), except to 
the extent the revenue from Intellectual Property is derived from 
University of Massachusetts Biologies Laboratory projects. In the case of 
multiple inventors or creators, their shares will be distributed as they 
unanimously agree at the time of the invention disclosure. If the inventors 
or creators cannot agree on the distribution between (among) them, their 
shares will be distributed in equal portions. 

III.G.l.c. Notwithstanding the other provisions of this policy, unless the 
Chancellor with the approval of the President specifically determines 
otherwise or as required by law, employees of the University of 
Massachusetts Biologies Laboratory, and other employees of the 



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February 4, 2004 



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University working on projects funded by and in collaboration with said 
Biologies Laboratory, shall not receive an inventor(s)/creator(s) share 
distribution of non-equity licensing revenue; provided further, that all such 
revenue that would have gone to said inventor(s) or creator(s) shall go 
instead to said Biologies Laboratory. 

III.G.2. Acceptance of equity — The University may accept an equity 
interest in a company; provided that before the CVIP agrees to accept 
equity, it must receive the approval of the Vice Chancellor for Research, 
the Vice President for Economic Development, and the University 
Treasurer. The equity received by the University in connection with the 
commercialization of Intellectual Property will be held until liquidation, 
unless otherwise distributed pursuant to Section III.G.2. d or III.G.2.e 
below, with the proceeds distributed as follows: 

III.G.2.b. The remaining proceeds from equity liquidation will be distributed as 
follows: 

• Thirty percent (30%) to the inventor(s) or creator(s) except to the extent the 
equity is consideration for the licensing of Intellectual Property that is derived 
from University of Massachusetts Biologies Laboratory projects. In the case of 
multiple inventors or creators, their shares will be distributed as they unanimously 
agree at the time of the invention disclosure. If the inventors or creators cannot 
agree on the distribution between (among) them, their shares will be distributed in 
equal portions. 

• Fifteen percent (15%) for endowment in the department or program of the 
inventor(s) or creator(s). 

• Fifty- five percent (55%) to the campus for endowment or development of 
research or scholarship, as determined by the Chancellor. 

If the inventor(s)/creator(s) share has been distributed directly to the inventor(s) 
or creator(s) pursuant to Section III.G.2.d, all of the remaining proceeds from 
equity liquidation will be distributed between the department or program and the 
campus in the relative proportions of this Section. 

III.G.2. c. Notwithstanding the other provisions of this policy, unless the 
Chancellor with the approval of the President specifically determines otherwise or 
as required by law, employees of the University of Massachusetts Biologies 
Laboratory, and other employees of the University working on projects funded by 
and in collaboration with said Biologies Laboratory, shall not receive an 



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Board of Trustees 
February 4, 2004 



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inventor(s)/creator(s) share distribution of equity licensing revenue; provided 
further, that all such revenue that would have gone to said inventors shall go 
instead to said Biologies Laboratory. 

IILG.2.d. When the University accepts equity in a company as consideration for a 
technology licensing transaction, the University, taking into account any legal 
restrictions and the wishes of each inventor or creator involved, shall: 

• Arrange for the inventor(s)/creator(s) to receive his or her share of 
equity directly from the company upon execution of the relevant 
agreement rather than upon liquidation pursuant to paragraph III.G.2.b. 
above or 

• Take all equity, including the inventor(s)/creator(s) share, in the name of the 
University, in which case the Treasurer will make decisions regarding equity 
disposition based upon sound business judgment and information available to 
investors and will coordinate with the appropriate University officials if 
necessary; the inventor(s)/creator(s)' sole right being receipt of the 
inventor(s)/creator(s) share of such equity or its cash equivalent at such time and 
in such form as the Treasurer shall deem appropriate. At the determination of the 
Treasurer, equity may also be held on behalf of the University by the University 
of Massachusetts Foundation, Inc., or another outside investment advisor to 
minimize potential institutional conflicts of interest; provided that the interests of 
the inventor(s)/creator(s) provided for in this section remain in full force and 
effect. 

III.G.2.e. In each transaction in which the University determines to hold 
rather than liquidate the equity it has accepted, it will ordinarily, within 
one year after the University's receipt of such equity in a publicly traded 
company, or within one year after the time when such equity in a company 
in which the University has accepted equity becomes eligible to be 
publicly traded, distribute the inventor(s)/creator(s) share of the equity or 
its cash proceeds as determined by the University consistent with the 
formula provided for in this policy. 

I.D. CVIP - The University Office of Commercial Ventures and 
intellectual Property, which has primary responsibility for administering 
the development and commercialization of Intellectual Property through 
licensing or other arrangements. CVIP may also be referred to as the 
Office of Technology Management or OTM. (Doc. T96-040, as amended) 



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February 4, 2004 



The next item was Amendment to Amherst Capital Plan and Other Actions . 

was moved, seconded and 



It 



VOTED : To amend the University of Massachusetts Five- Year Capital Plan as 
contained in document T03-046 by adding the Amherst Student Housing 
project. The total project cost of the facility is estimated to be 
$85,000,000. 



And further, 



That the University reasonably expects to incur debt to reimburse 
expenditures, including expenditures made within one year from the date 
of this vote, temporarily advanced from internal funds or internal loans for 
the design and construction of student housing at the Amherst campus, the 
maximum principal amount of debt expected to be issued for such project, 
including for reimbursement purposes, being $85,000,000. 



And further. 



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WHEREAS, the University of Massachusetts Building Authority (the 
Building Authority) was created by Chapter 773 of the Acts of 1960 of the 
Commonwealth of Massachusetts (the Commonwealth) (said Chapter 773, 
as amended, being hereinafter called the Enabling Act) as a body politic 
and corporate and a public instrumentally of the Commonwealth; 

WHEREAS, the Building Authority was created by the Enabling Act for 
the general purposes of aiding and contributing to the performance of the 
educational and other purposes of the University of Massachusetts (the 
University) by providing dormitories, dining commons and other buildings 
and structures for the use of the University, its students, staff and their 
dependents and for lease to or use by an organization or association, in any 
form, of students or others the activities of which are a part of the 
activities at the University and subject to regulation by the Board of 
Trustees of the University (the Trustees), a research, foundation or other 
research organization the operation of which in conjunction with the 
University is approved by the Trustees or other entity and activities of 
which are approved by the Trustees as furthering the purposes of the 
University; 

WHEREAS, the Building Authority is authorized by the Enabling Act, 
among other things, (a) To construct buildings or structures and to acquire, 
add to, alter, enlarge, reconstruct, remodel and do other work in or upon or 

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February 4, 2004 

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respecting any building or structure, in each case upon written request 
made by authority of the Trustees; and to provide and install furnishings, 
furniture, machinery, equipment, facilities, approaches, driveways, 
walkways, parking areas, planting and landscaping in or for or related to 
any such building or structure; provided that such approaches, driveways, 
parking areas, planting and landscaping be approved by authority of the 
Trustees; (b) To borrow money from time to time to achieve any one or 
more of its corporate purposes and to refund obligations earlier incurred 
for any such purpose and for refunding, and to issue and sell its revenue 
bonds and notes therefore, payable solely from its revenues; 

WHEREAS, The Massachusetts Health and Educational Facilities 
Authority (HEFA) or the Massachusetts Development Finance Agency 
(MDFA) in the judgment of the President provides a suitable alternative to 
financing projects to effectuate the projects in the Capital Plan; 

WHEREAS, the Treasurer is authorized to make expenditures for said 
Capital Plan from non-appropriated funds, which expenditures are to be 
reimbursed from the proceeds of financing issued through the Authority, 
HEFA or MDFA; 

P) WHEREAS, in the judgment of the Trustees it is in the best interests of 

the University, its students, staff and their dependents and said 
organizations that one or more of the aforementioned Authorities or 
Agencies initiate the projects described by the following: 

NOW THEREFORE, BE IT RESOLVED THAT: 

1 . The President of the University be and he hereby is authorized in the 
name and on behalf of the Trustees to make a written request of any or 
all of the Authorities or Agencies listed above that such Authorities or 
Agencies initiate: 

(a) Any or all of the projects set forth in the FY2004 Five- Year Capital 
Plan for the University Doc. T03-046, as amended as long as the 
estimated total project cost does not exceed the estimated total project 
cost listed in Doc. T03-046, as amended by more than 20%; and 

(b) Any other renovation, repair, remodeling or other work in or upon or 
respecting any building or structure owned or used by the University 
or the Building Authority, or the provision, installation, renovation, 
repair or remodeling of or other work upon or respecting any 
furnishings, furniture, machinery, equipment or facilities with respect 



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February 4, 2004 



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to any such building or structure, all as may be requested of any or all 
of the Authorities or Agencies in writing from time to time by the 
President or Vice President and Treasurer of the University, the 
making of any such request being hereby authorized. 

2. The projects to be initiated by the Authorities or Agencies in 
accordance with the request authorized to be made in Section 1 of this 
resolution may in the discretion of the Authorities or Agencies be 
undertaken separately or together for financing purposes. 

3. The President of the University and all other officers of the University 
be and they are and each acting singly is authorized and directed to 
request the Commissioner of Administration to approve in writing the 
undertaking by the Building Authority of the projects a request for 
which is hereby authorized and to do such other things and to take 
such other action as to the officer or officers so acting shall, as 
conclusively evidenced by their taking the action hereby authorized, 
deem necessary or desirable to be done or taken to carry into effect the 
matters hereby authorized. 

4. This vote is intended as the expression of the University's official 
ff) intent under Section 1.150-2(d) (1) and (e) of the regulation 

promulgated by the United States Treasury Department under the 
Internal Revenue Code of 1986, as amended, toward the issuance of 
revenue bonds under the Enabling Act or other applicable legislation 
for financing and refinancing the cost of any or all of the projects 
described in paragraph (c) or 1(b) above. 



And further, 



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That the Board of Trustees authorizes the President or his designee to 
enter into on behalf of the University an agreement or series of agreements 
with an organization, consistent with the provisions of St. 1999, c. 127, § 
260, to design, finance, build and manage a student housing project on the 
Amherst Campus, the schedule for which may include a multi-year phased 
construction schedule. The President or his designee is further authorized 
to execute any and all documents, including but not limited to those 
assigning or transferring rights and obligations, as the President deems 
necessary or desirable for accomplishing the project. 

The President or his designee is further authorized, on behalf of the 
University, to request the University of Massachusetts Building Authority 

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February 4, 2004 

or any other tax-exempt bond issuing authority to provide any assistance 
the President deems necessary or desirable to effectuate the project. 
(Doc. T03-046, as amended) 

The next item was Amendment to Medical Education Trust Fund Statement of 
Trust, UMASS Worcester . It was moved, seconded and 

VOTED : To amend Doc. T77-066 by striking the last sentence of the first 
paragraph. 

The next item was Student Housing Project, UMASS Dartmouth . Trustee 
McCarthy noted the innovative change to past University policy with regards to building 
dormitories. He congratulated the President's office and Chancellor MacCormack for 
their work with this project and hopes that this process will be used as a model for the 
future. 

It was moved, seconded and 

VOTED : To amend the University of Massachusetts Five- Year Capital Plan as 
contained in document T03-046 by adding the Dartmouth Student 
Housing Project. The total project cost of the facility is estimated to be 
$80,000,000.00. 



And further, 



That the Board of Trustees authorizes the President or his designee to 
enter into on behalf of the University an agreement or series of agreements 
with one or more organizations including without limitation a ground lease 
to a non-profit or governmental organization, consistent with the 
provisions of St. 1999, c. 127, § 260, to design, finance, build and manage 
a student housing project on the Dartmouth Campus, the schedule for 
which may include a multi-year phased construction schedule. The 
President or his designee is further authorized to execute any and all 
documents, including but not limited to a master lease as lessee of the 
student housing project, as the President deems necessary or desirable for 
accomplishing the project. 

The President or his designee is further authorized to request, on behalf of 
the University, the University of Massachusetts Building Authority or any 
other tax-exempt bond issuing authority to provide any assistance the 
President deems necessary or desirable to effectuate the project. 



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This vote is intended as the expression of the University's official intent 
under Section 1.150-2(d) (1) and (e) of the regulation promulgated by the 
United States Treasury Department under the Internal Revenue Code of 
1986, as amended, toward the issuance of revenue bonds under the 
Enabling Act or other applicable legislation for financing and refinancing 
the cost of any or all of the projects described in paragraph (c) or 1(b) 
above. (Doc. T03-046, as amended) 

The next item on the agenda was the Report of the Committee on Academic and 
Student Affairs. Trustee White reported that the Committee had met on January 21st 
and heard a report on "Learning: In the Classroom and Beyond". President Wilson and 
several student professionals from the campuses discussed ways in which teaching and 
learning occurs outside of the classroom. Internships, jobs, formal student leadership 
positions, service learning and interacting with faculty in research were ways discussed 
as ways that students learn about themselves and their future. 

The first action item considered by the Committee was Appointment to Named 
Professorship, UMASS Amherst . Dr. Seshu B. Desu was noted as one of the premier 
researchers in his field and as an outstanding teacher. 

It was moved, seconded, and 

VOTED : To concur with the President in the appointment of Seshu B. Desu as a 
Distinguished Professor at the University of Massachusetts Amherst. 
(Doc. T04-008) 

The next item was M.A. in Portuguese Studies, UMASS Dartmouth . The Master 
of Arts program will be a capstone addition to the Dartmouth Portuguese program. The 
degree will be suitable for both students who terminate their academic career at the M.A. 
and for those who plan to pursue the Ph.D. 

It was moved, seconded and 

VOTED : To approve the M.A. in Portuguese Studies at the University of 
Massachusetts Dartmouth as contained in Doc. T04-009. 

The next item was M.S. in Civil and Environmental Engineering, UMASS 
Dartmouth . The establishment of this program will provide the southeastern 
Massachusetts region with a well-trained pool of Civil and Engineering professionals and 
help the state stay competitive in a 21 st century economy. 



•13- 



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Board of Trustees 
February 4, 2004 



f 



It was moved, seconded and 

VOTED : To approve the M.S. in Civil and Environmental Engineering at the 
University of Massachusetts Dartmouth as contained in Doc. T04-010. 

The next item was M.M. in Sound Recording Technology, UMASS Lowell . This 
program is designed to provide graduates with in-depth knowledge of sound recording 
technology, production and current and experimental technologies. The program will be 
the first of its kind in the United States. 

It was moved, seconded and 

VOTED : To approve the M.M. in Sound Recording Technology at the University of 
Massachusetts Lowell as contained in Doc. T04-0 1 1 . 

The next item was B.A. in Community Studies, UMASS Boston . This program was 
approved at the October 21, 2003 meeting of the Committee on Academic and Student 
Affairs. The program is designed to offer students a multi-disciplinary, applied learning 
approach to the student of human communities. 

9 It was moved, seconded and 

VOTED : To approve the B.A. in Community Studies at the University of 
Massachusetts Boston as contained in Doc. T03-060. 

Under Other Business , Chair Fey reported that the Department of Defense 

Exclusion List includes the names of the new Trustees. It was moved, seconded and 

VOTED : WHEREAS, current Department of Defense Regulations contain a 
provision making it mandatory that the Chairman of the Board, the 
President, the Secretary, and the designated Facility Security Officer meet 
the personnel clearance requirements established for a contractor's facility 
clearance; and 

WHEREAS, said Department of Defense Regulations permit the exclusion 
from the personnel clearance requirements of certain members of the 
Board of Trustees and other officers, provided that this action is recorded 
in the minutes. 



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Board of Trustees 
February 4, 2004 



NOW, THEREFORE, BE IT DECLARED that the Chairman of the 
Board, the President, the Secretary and the designated Facility Security 
Officer at the present time do possess, or will be processed for, the 
required security clearance; and 

BE IT RESOLVED that in the future, when any individual enters upon 
any duties as Chairman of the Board, the President, the Secretary or the 
designated Facility Security Officer, such individual shall immediately 
make application for the required security clearance; and 

BE IT RESOLVED FURTHER that the following members of the Board 
of Trustees and other officers shall not have, and can be effectively 
excluded from access to all classified information in the possession of the 
corporation and do not occupy positions that would enable them to affect 
adversely policies or practices in the performance of classified contracts 
for the Department of Defense or the User Agencies of its Industrial 
Security Program: 



NAME 



TITLE 



Dennis G. Austin 


Trustee 


John A. DiBiaggio 


Trustee 


Lawrence F. Boyle 


Trustee 


Jamal Brathwaite 


Trustee 


Christine K. Cassel 


Trustee 


Edward A. Dubilo 


Trustee 


Hannah S. Fatemi 


Trustee 


William E. Giblin 


Trustee 


James J. Karam 


Trustee 


William F. Kennedy 


Trustee 


James E. Mahoney 


Trustee 


Robert M. Mahoney 


Trustee 


Carolina B. Marcalo 


Trustee 


Robert McCarthy 


Trustee 


Diane Bissonnette Moes 


Trustee 


Matthew Morand 


Trustee 


William T. O'Shea 


Trustee 


Stacey Rainey 


Trustee 


Sean W. Reed 


Trustee 


Robert K. Sheridan 


Trustee 


Karl E. White 


Trustee 



• 



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Board of Trustees 
February 4, 2004 

The next item was Worcester City Campus Corporation . Deputy Chancellor 
Stanton reported that the Board is asked to approve the Officers of the Worcester City 
Campus Corporation. 

It was moved, seconded and 

VOTED : The University of Massachusetts Board of Trustees, convening as the sole 
Member of the Worcester City Campus Corporation, votes to name the 
following individuals to serve as Officers and Directors of the 
Corporation: 

President: Richard Stanton 

Treasurer: Stephen Lenhardt 

Clerk: Thomas Manning 

Directors: Thomas Chmura 

Grace K. Fey 

James Julian 

Stephen Lenhardt 

Thomas Manning 

David McKenzie 

Robert Sheridan 

Richard Stanton 

Karl E. White (Doc. T04-024) 

There being no further business the meeting was adjourned at 1:20 p.m. 

-Barbara T. DeVico 
Secretary to the Board of Trustees 



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UNIVERSITY OF MASSACHUSETTS 

AMHERST»BOSTON»DARTMOUTH»LOWELL»WORCESTER 

MINUTES OF THE SPECIAL MEETING OF THE 
BOARD OF TRUSTEES 

Wednesday, March 24, 2004; 4:00 p.m. 

Press Room 

Omni Parker House Hotel 

60 School Street 

Boston, Massachusetts 

Trustees Present : Chair Fey; Trustees Austin, Boyle, Brathwaite, Dubilo, Fatemi, 
Karam, James Mahoney, Robert Mahoney, Marcalo, McCarthy, Moes, Morand, Rainey, 
Reed, Sheridan and White 

Trustees Absent : Trustees Giblin and O'Shea 

Conference Call : Trustees Cassel, DiBiaggio and Kennedy 

University Administration : General Counsel O'Malley; Chancellor Gora 

9 Faculty Representatives : Professor O'Connor, UMASS Amherst 

Chair Fey convened the meeting at 4:15 p.m. The first item on the agenda was the 
Chair's Report . Chair Fey announced that today's special meeting has been called to 
receive the report of the President's Search Committee and to deliberate and vote on the 
selection of a president for the University of Massachusetts. 

The next item was Report of the President's Search Committee . Trustee Moes, 
Co-Chair of the Search Committee related for the members of the Board the extensive 
process that led to today's meeting. The first step was to interview five Search firms, 
which led to the hiring of Korn Ferry International to assist in conducting the search. It 
was determined that the search process would seek input from the broadest possible 
cross-sections across the University and the Commonwealth encouraging nominations for 
the traditional and non-traditional candidates. 

A search web site was established that was available through the University's system 
that included a form that people could fill out to provide input. The first meeting of the 
Search Committee was held on September 26, 2003 followed by a meeting of the Co- 
Chairs with Governor Romney. 

During the month of October, open forums were held at the five campuses and for the 

leadership of UMass Memorial Healthcare, Inc. There was also a reception for 

\J Legislators held at the State House, a meeting with alumni directors, alumni association 



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Board of Trustees 
March 24, 2004 



presidents, a meeting with business community leaders and a meeting with former 
UMASS Board Chair, Daniel Taylor. The Co-Chairs also met with interim President 
Wilson and members of the President's Office Senior Staff. All of these meetings 
occasioned sincere, candid and thoughtful advice from the participants. 

In November, the Search Committee held its second meeting and approved a 
statement of preferred qualifications and attributes for the next UMASS leader. Through 
October, November and December the Search Committee received nominations for 100 
candidates and on December 10 the Search Committee held its third meeting and 
narrowed the field of candidates. In January and February the Search Committee 
interviewed several candidates. 

Co-Chair Moes reported that today's report to the Board will conclude the business of 
the Search Committee. At the conclusion of today's meeting, the Search Committee was 
pleased to recommend to the Board of Trustees, the names Jack Wilson and Alan 
Solomont as candidates for the position of President of the University of Massachusetts. 

Chair Moes added that many members of the Search Committee expressed a strong 
preference for Jack Wilson. 

Chair Fey asks for a motion and it was 

MOVED : To appoint Jack Wilson as President of the University. 

Chair Fey's motion is seconded. 

Trustee McCarthy then asked to submit a motion and it was 

MOVED : That the Board of Trustees take no vote for the President of the University 
of Massachusetts until the candidates are interviewed by the Board of 
Trustees. 

The motion is seconded. Trustee McCarthy then addresses the Board first thanking 
the Chair, the Committee and the Co-Chairs of the Search Committee for their diligence, 
dedication and time that they put in to select these candidates for this very important 
position that will lead this University over the next two decades. This University is made 
up of five campuses and is an economic engine for the Commonwealth. 

Trustee McCarthy reports that his past experiences with searches and the hiring of 
college presidents has always included an opportunity to interview the candidates and 
believes it is the responsibility of the Trustees to do so. This is the most important 
function a Trustee can perform. While offering his support for the two candidates, he 



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Board of Trustees 
March 24, 2004 



reiterated his desire to have the Board interview the two candidates to learn their vision 
for the University and the Commonwealth. 

Trustee James Mahoney expressed his view that the University is facing some 
difficult times; there has been the resignation of President Bulger and the budget cuts to 
the University. He commended the members of the Search Committee but expressed his 
disappointment with the outcome. While President Wilson has done a good job as 
interim president, he believes it would be in the best interest of the University to extend 
the search for another year. 

Trustee Boyle offered his support for President Wilson but would like some 
information on the other candidate, Mr. Solomont, in order to make an informed decision. 

Trustee Marcalo also would prefer some additional information on the candidates. 

Chair Fey then asked for a vote on Trustee McCarthy's motion. Following a role call 
vote, the motion was defeated 8-5. 

Biographical information on the two candidates is then distributed to the members of 
the Board. At 4:30 p.m., Trustee Rainey arrives. 

Chair Fey again asks for a motion and it is 

MOVED : To appoint Jack Wilson as President of the University. 

The motion is seconded. Trustee Austin, co-chair of the Search Committee reports on 
the process of the search and the common thread from the search committee members 
expressing extreme satisfaction with the depth and quality of the candidate pool. After 
meeting with these candidates it was determined that Jack Wilson possessed outstanding 
credentials serving the University with skill, ingenuity and dedication and stressed his 
support for his candidacy. 

Chair Fey reported that the Search Committee recommended that the candidate for 
President possess an unshakeable commitment to excellence in teaching, research and 
public service and possess an interest in students, faculty and staff. Chair Fey voiced her 
strong support for Jack Wilson and believes he is the strongest candidate for the 
President. 

Trustee Karam also a member of the Search Committee reports on the process and the 
accomplished membership of the Search Committee. He also reports that information 
about the candidates was always available for the Board member's review and that he 
supports Jack Wilson's nomination. 

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Board of Trustees 
March 24, 2004 



Trustee Robert Mahoney provides some information about Alan Solomont and 
considers both Mr. Solomont and Mr. Wilson strong candidates but supports Jack Wilson 
for the position. 

Trustee McCarthy reads aloud the biography of Alan Solomont and reiterated that it 
was his expectation that the Board would be allowed to interview the finalists. 

It was then 

VOTED : To appoint Jack M. Wilson as President of the University of 
Massachusetts effective March 24, 2004. (Doc. T04-025) 

Trustee McCarthy abstained and asked to be recorded as not having enough 
information. Trustees Lawrence Boyle and James Mahoney also abstained from the vote. 

There being no further business the meeting was adjourned at 4:40 p.m. 

rarbara F. DeVico 
Secretary to the Board of Trustees 








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UNIVERSITY OF MASSACHUSETTS 

AMHERST»BOSTON«DARTMOUTH«LOWELL«WORCESTER 

MINUTES OF THE MEETING OF THE 
BOARD OF TRUSTEES 

Wednesday, May 5, 2004; 9:15 a.m. 

Massachusetts Room 

Mullins Center 

University of Massachusetts 

Amherst, Massachusetts 

Trustees Present : Chair Fey; Vice Chair Giblin; Trustees Austin, Boyle, Brathwaite, 
DiBiaggio, Dubilo, Fatemi, Karam, Marcalo, Moes, O'Shea, Rainey, Reed, Sheridan and 
White 

Trustees Absent : Trustees Cassel, Kennedy, McCarthy, James Mahoney, Robert 
Mahoney and Morand 

University Administration : President Wilson; General Counsel O'Malley; Vice 
Presidents Julian, Chmura, Gray and Lenhardt; Ms. Harrington; Associate Vice President 
for Academic Affairs; Chancellors Lombardi, Gora, MacCormack, Hogan and Lazare 

Faculty Representatives : Professor O'Connor and Professor May, UMASS Amherst; 
Professor Schwartz, UMASS Boston; Professor Carter, UMASS Lowell; Dr. Cooke, 
UMASS Worcester 

Chair Fey convened the meeting at 9: 15 a.m. 

The first item on the agenda was the Chair's Report . Chair Fey reported that this is 
President Wilson's first meeting since elected President by the Board. There is a sense of 
stability and the University is winning friends from the state house to the board rooms. 
Growing support was in evidence last week at a reception at the State House held to 
introduce the President to the legislators. 

Today also marks the end of another era, Trustees Fatemi, Marcalo, Morand, Reed 
and Brathwaite have completed their terms as student Trustees. They have done an 
outstanding job and their perspectives have been valuable in our recent deliberations. 

Chair Fey thanks each Student Trustee and presents them with a gift card for a 
University Chair. 

Chair Fey congratulated the Boston campus and Chancellor Gora on the opening of 
the new Campus Center and the building itself which has already transformed life on the 



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Board of Trustees 
May 5, 2004 

Boston campus. She thanked Trustee Robert Mahoney and George Russell, the 
Executive Vice President for Community Affairs at State Street Corporation for co- 
chairing the event with her. 

The next item was the President's Report . President Wilson expressed his 
appreciation to Chancellor Lombardi for his hospitality over the past two days. He then 
reported on the recent Conference on Undergraduate Research which included all five 
campuses led by the Commonwealth Honors College with more than 300 undergraduates 
from 28 Massachusetts public higher education institutions presenting their research 
projects. 

President Wilson reported on the new Massachusetts High Tech Council brochure 
which highlights the Council's support for UMASS developing into a top tier research 
university. He also gave an update on the state budget - the House recently completed its 
initial work on the FY05 budget - all of the key line items including collective bargaining 
funds add up to $394.8 million which compares to $369.8 million for the current year - if 
the House budget becomes law, we will still be $100 million below our pre-recession 
mark. 

President Wilson reported on the near completion of two Chancellor evaluations for 
Jean MacCormack at UMASS Dartmouth and Jo Ann Gora at UMASS Boston. He 
thanked the Review Committees: Vice President Chmura, Daniel Bogan, James Karam, 
Stacey Rainey, Beverly Swan and Adrian Tinsely (UMASS Dartmouth review) and Vice 
President Stephen Lenhardt, Karl White, William Kennedy, Kay Sloan and Gloria Larson 
(UMASS Boston Review). 

President Wilson then gave an update on the 2004 Report on Annual Indicators, a key 
component of the Performance Measurement System. Each campus benchmarks itself 
against peer institutions that share its mission and other characteristics. This report will 
soon be filed with the Legislature and the Governor. 

System-wide highlights of the report included: academic quality continues to rise 
with steadily rising SAT scores and high GPA's for entering first-time, full-time students; 
the financial cushion and debt service are within the range of peer systems; the research 
enterprise has grown to over $320 million; private fund raising and endowment assets are 
increasing; and student one-year retention and six year graduation rates are comparable to 
national averages. 

President Wilson continued by noting the challenges ahead including the need to 
increase efforts raising non-state revenues. He then thanked those on the campuses and 
the President's Office that helped gather this data especially Kate Harrington, Associate 
Vice President for Academic Affairs. 



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Board of Trustees 
May 5, 2004 



♦ 



The next item on the agenda was Consideration of Minutes of the Previous 
Meetings of the Board . 

It was moved, seconded and 

VOTED : To approve the minutes of the February 4, 2004 and March 24, 2004 
meetings of the Board. 

Chair Fey then called on Trustee Fatemi to give the Student Trustee Report 

UMASS Amherst . Trustee Fatemi talked about the student groups on the Amherst 
campus and their dedicated work with volunteer activities. One particular group, Student 
Helping Area Reach out Efforts (SHARE) incorporates their volunteer work with their 
academic careers. Some of their activities include work with after school care programs, 
tutoring and Habitat for Humanity. 

Trustee Fatemi then thanked the Trustees, Chancellor Lombardi and her fellow 
students for their dedication and support. 

Chair Fey introduced the Consent Agenda . It was moved, seconded and 

VOTED : To accept the following Audit Report on the Board Consent Agenda: 

1 . University Auditing Activity Report (Doc. T04-027) 

The next item on the agenda was the Report of the Committee on Academic and 

Student Affairs . Trustee White, Chair of the Committee reported that the Committee 
met on April 21 st . Associate Vice President Harrington had led a discussion on the 
undergraduate experience of students who participate in Honors Programs at UMASS 
Amherst, (Lisa Franks and Kristen Ierardi) Boston, (Walter Martinez) Dartmouth 
(Amelia Thomas) and Lowell (Rebecca Spolarich). Dean Linda Slakey of 
Commonwealth College was also present. 

The students presented their research projects that served as their honors thesis. Dean 
Slakey spoke of the mix of students who participate in Commonwealth College and the 
opportunities available to those students. There are over 3,500 honors students across the 
system. 

The first action item considered by the Committee was Revisions to the Student 
Code of Conduct, UMASS Amherst . The revisions clarified the definition of 
endangering behavior, adding facsimiles of weapons to prohibited items and changed the 
terms of parental notification. 

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Board of Trustees 
May 5, 2004 



It was moved, seconded, and 

VOTED : To approve the revisions to the Code of Student Conduct of the University 
of Massachusetts Amherst as contained in Doc. T94-059, as amended. 

The next item was the Appointment to Named Professorship, UMASS Amherst . 

Professor Thomas P. Russell's work was noted as path-breaking, seminal and 
fundamental. 

It was moved, seconded and 

VOTED : To concur with the President in the appointment of Thomas P. Russell as a 
Distinguished Professor at the University of Massachusetts Amherst. 
(Doc. T04-028) 

Chair White thanked Associate Vice President Harrington and stated that the Awards 
and Appointments of Tenure would be taken up in Executive Session. 

The next item on the agenda was the Report of the Athletic Committee . Trustee 

4 Moes, Chair of the Committee reported that the Committee met on March 3rd. The 

Committee had heard reports from the Athletic Directors and focused on the impact of 

budget cuts. John McCutchen was introduced as the newly hired Athletic Director on the 

Amherst campus. 

There was also discussion about the new code of conduct for athletes on the Amherst 
campus. It was suggested that this policy be shared among the campuses. 

The next item on the agenda was the Report of the Development Committee . 

Trustee Austin, Vice Chair of the Committee reported that the Committee met on April 
20th. He first reported on the recent Gala opening of the UMASS Boston Campus 
Center. It was a successful event with Boston's community leadership in attendance 
paying tribute to the evening's honorees. He thanked Chancellor Gora and her team for a 
great evening that raised over $500,000. 

The Amherst campus continues with its work on the fundraising front with a strong 
commitment in reaching its $25 million goal for this fiscal year. The Dartmouth and 
Lowell campuses are behind in their efforts; Lowell is ending its dependence of in-kind 
gifts and the Dartmouth campus is searching for a new head of Institutional 
Advancement. 






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Board of Trustees 
May 5, 2004 

The Worcester campus is also dependent on a specific principal gift prospect coming 
through before June 30 if it is to meet its year-end goal. A permanent head of 
Institutional Advancement, Mr. Rodney Miller has been hired. 

It was noted that the Committee will work together with the Chancellors to set 
appropriate targets for the coming fiscal year and to engage President Wilson in the 
overall fundraising efforts. Chair Mahoney and the Committee will work with the 
development teams to pick the pace back up for FY2005. 

Trustee Austin ended the report by announcing the UMASS Night at the Pops on 
Wednesday, June 23 continuing this successful UMASS Alumni and friend's tradition. 

The next item was Delegation of Authority . General Counsel O'Malley reported 
that this action authorizes the President to take all actions necessary to appoint an 
Executive Director of the newly established Massachusetts Technology Transfer Center. 

It was moved, seconded and 

VOTED : WHEREAS, the Legislature has established the Massachusetts 
Technology Transfer Center at the University of Massachusetts; 

WHEREAS, the purpose of the Center is to "facilitate the transfer of 
technology from the Commonwealth's research institutions to the 
Commonwealth's industries, for productive use by such industries;" 

NOW THEREFORE, 

The President is authorized to take any and all actions on behalf of the 
Board of Trustees that are delegated to the Board under G.L. c. 75 S 45(a), 
including but not limited to, the appointment of an Executive Director of 
the Center and the approval of appointments to the advisory committee 
relative to the Center. 

In making an appointment to the position of Executive Director of the 
Center, the President is authorized and directed to do so in consultation 
with the Director of Business and Technology in the executive branch. 
(Doc. T04-033) 

The next item was Appointments to the Governance Committee . Chair Fey has 
asked Trustee Moes to remain as Chair, Trustee Rainey as Vice Chair and Trustees 
Giblin and White as Committee members. The Committee will consider the leadership 



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May 5, 2004 



and governance structure of the Board and report back to the Board with their findings at 
the August meeting. 

Chair Fey then announced the Board would enter Executive Session to consider 
Appointments with Tenure, UMASS Amherst, UMASS Boston, Awards of Tenure, 
UMASS Amherst and UMASS Boston, an Honorary Degree, UMASS Boston and a 
Personnel Discussion . Chair Fey announced that the Board would reconvene in open 
session in approximately twenty minutes. 

It was moved, seconded and 

VOTED : To enter Executive Session to consider Appointments with Tenure , 
UMASS Amherst, UMASS Boston, Awards of Tenure, UMASS 
Amherst and UMASS Boston, an Honorary Degree, UMASS Boston 
and a Personnel Discussion . 

Chair Fey voted for the motion as did Vice Chair Giblin, Trustees Austin, Boyle, 
Brathwaite, DiBiaggio, Dubilo, Karam, Marcalo, Moes, O'Shea, Rainey, Sheridan and 
White. The time was 9:58 a.m. 

| At 10: 1 8 a.m. the Board reconvened in Open Session . The next item was Terms and 

Conditions of Employment . Chair Fey then made the following motion: 

MOVED : In furtherance of the appointment of Jack M. Wilson as President of the 
University on March 24, 2004, to authorize the Chair to negotiate and 
agree to the terms and conditions of said appointment consistent with the 
provisions of the Trustee Policy on Executive Compensation (Doc. T93- 
062, as revised), provided that the annual salary shall not exceed 
$400,000. (Doc. T04-034) 

The motion was seconded; Chair Fey asked if there was any discussion. Trustee 
Boyle voiced his opposition to the process and suggested the Board appoint a 
Compensation Committee to consider President Wilson's terms and conditions of 
employment. Trustee Boyle indicated that he had not seen former President William 
Bulger's contract and objected to one person having the power to detennine the terms. 

Chair Fey indicated that the formation of a Compensation Committee would require 
By-Law revisions. She requested that the Governance Committee review the feasibility 
of establishing such a Committee. At this time, however, Chair Fey intends to contact 
each Trustee regarding the terms and conditions of President Wilson's contract before 
such agreement is finalized. 

ft -6- 



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Board of Trustees 
May 5, 2004 

The motion was then: 

VOTED : In furtherance of the appointment of Jack M. Wilson as President of the 
University on March 24, 2004, to authorize the Chair to negotiate and 
agree to the terms and conditions of said appointment consistent with the 
provisions of the Trustee Policy on Executive Compensation (Doc. T93- 
062, as revised), provided that the annual salary shall not exceed 
$400,000. (Doc. T04-034) 

Trustee Boyle voted against the motion. 

The next item was the Report of the Committee on Administration, Finance and 

Audit . Trustee Dubilo, Chair of the Committee reported that the Committee had met on 
April 29th and heard an in depth presentation from Vice President Lenhardt related to the 
overall operating and capital financial condition of the University. The report included 
information on trend and peer comparisons. It was noted that the University is in good 
shape and needs to continue its efforts with the Capital and Physical plant area and 
private fund raising activity. 

The Committee approved Amendments to the University's Capital Plan which will 
help improve the facilities on each of the five campuses. It was moved, seconded and 

VOTED : To amend the University of Massachusetts Five-Year Capital Plan as 
contained in Document T03-046 by adding the following new projects: 

Renovation and repairs to Health Center at the Amherst campus. The total 
project cost of the project is estimated to be $5,500,000. 

Renovation and equipping of Locker Rooms, Beacon Fitness Center and 
Clark Athletic Center at the Boston campus. The total project cost of the 
project is estimated to be $500,000. 

Renovation, equipping and construction of an addition to the Violette 
Research Building at the Dartmouth campus. The total project cost for the 
project is estimated to be $1 1,000,000. 

Medical Office Building project at the Worcester campus. The total 
project cost of the facility is estimated to be $20,000,000. 



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Board of Trustees 
May 5, 2004 



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And further to amend the University of Massachusetts Five- Year Capital 
Plan as contained in document T03-046 by increasing the total project cost 
of the Parking Garage project at the Lowell campus from $9,000,000 to 
$13,000,000. (Doc. T03-046, Addendum 1) 

The next item was Amendments to Amherst Campus Capital Plan which will 
finance the construction of student housing on the Amherst campus. 

It was moved, seconded and 

VOTED : To further amend the University of Massachusetts Five- Year Capital Plan 
as contained in document T03-046 by increasing the total project cost of 
the Amherst Student Housing project from an estimated $85,000,000 to 
$105,000,000. 

And further, 

That the University reasonably expects to incur debt to reimburse 
expenditures, including expenditures made within one year from the date 
of this vote, temporarily advanced from internal funds or internal loans for 
the design and construction of student housing at the Amherst campus, the 
maximum principal amount of debt expected to be issued for such project, 
including for reimbursement purposes, being $105,000,000. 

And further, 

WHEREAS, the University of Massachusetts Building Authority (the 
Building Authority ) was created by Chapter 773 of the Acts of 1960 of 
the Commonwealth of Massachusetts (the Commonwealth) (said Chapter 
773, as amended, being hereinafter called the Enabling Act ) as a body 
politic and corporate and a public instrumentally of the Commonwealth; 

WHEREAS, the Building Authority was created by the Enabling Act for 
the general purposes of aiding and contributing to the performance of the 
educational and other purposes of the University of Massachusetts (the 
University ) by providing dormitories, dining commons and other 
buildings and structures for the use of the University, its students, staff and 
their dependents and for lease to or use by an organization or association, 
in any form, of students or others the activities of which are a part of the 
activities at the University and subject to regulation by the Board of 
Trustees of the University (the Trustees ), a research, foundation or other 



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Board of Trustees 
May 5, 2004 



research organization the operation of which in conjunction with the 
University is approved by the Trustees or other entity and activities of 
which are approved by the Trustees as furthering the purposes of the 
University; 

WHEREAS, the Building Authority is authorized by the Enabling Act, 
among other things, (a) To construct buildings or structures and to acquire, 
add to, alter, enlarge, reconstruct, remodel and do other work in or upon or 
respecting any building or structure, in each case upon written request 
made by authority of the Trustees; and to provide and install furnishings, 
furniture, machinery, equipment, facilities, approaches, driveways, 
walkways, parking areas, planting and landscaping in or for or related to 
any such building or structure; provided that such approaches, driveways, 
parking areas, planting and landscaping be approved by authority of the 
Trustees; (b) To borrow money from time to time to achieve any one or 
more of its corporate purposes and to refund obligations earlier incurred 
for any such purpose and for refunding, and to issue and sell its revenue 
bonds and notes therefore, payable solely from its revenues; 

WHEREAS, The Massachusetts Health and Educational Facilities 
Authority ( HEFA ) or the Massachusetts Development Finance Agency ( 
MDFA ) in the judgment of the President provides a suitable alternative to 
financing projects to effectuate the projects in the Capital Plan; 

WHEREAS, the Treasurer is authorized to make expenditures for said 
Capital Plan from non-appropriated funds, which expenditures are to be 
reimbursed from the proceeds of financing issued through the Authority, 
HEFA or MDFA; 

WHEREAS, in the judgment of the Trustees it is in the best interests of 
the University, its students, staff and their dependents and said 
organizations that one or more of the aforementioned Authorities or 
Agencies initiate the projects described by the following: 

NOW THEREFORE, BE IT RESOLVED THAT, 

1 . The President of the University be and he hereby is 

authorized in the name and on behalf of the Trustees to 
make a written request of any or all of the Authorities or 
Agencies listed above that such Authorities or Agencies 
initiate: 



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Board of Trustees 
May 5, 2004 



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(a) Any or all of the projects set forth in the FY2004 Five- 
Year Capital Plan for the University Doc. T03-046, as 
amended as long as the estimated total project cost does not 
exceed the estimated total project cost listed in Doc. T03- 
046, as amended by more than 20%; and 

(b) Any other construction of or respecting or renovation, 
repair, remodeling or other work in or upon or respecting 
any building or structure owned or used or to be owned or 
used by the University or the Authority, or the provision, 
installation, renovation, repair or remodeling of or other 
work upon or respecting any furnishings, furniture, 
machinery, equipment or facilities with respect to any such 
building or structure, all as may be requested of the 
Authority in writing from time to time by the President of 
the University, the Executive Vice President of the 
University or the Vice President for Management and 
Fiscal Affairs and Treasurer of the University, each acting 
alone, the making of any such request being hereby 
authorized. 

2. The projects to be initiated by the Authorities or 
Agencies in accordance with the request authorized to be 
made in Section 1 of this resolution may in the discretion of 
the Authorities or Agencies be undertaken separately or 
together for financing purposes. 

3. The President of the University and all other 
officers of the University be and they are and each acting 
singly is authorized and directed to request the 
Commissioner of Administration to approve in writing the 
undertaking by the Building Authority of the projects a 
request for which is hereby authorized and to do such other 
things and to take such other action as to the officer or 
officers so acting shall, as conclusively evidenced by their 
taking the action hereby authorized, deem necessary or 
desirable to be done or taken to carry into effect the matters 
hereby authorized. 

4. This vote is intended as the expression of the 
University's official intent under Section 1.150-2(d) (1) and 
(e) of the regulation promulgated by the United States 

-10- 



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Board of Trustees 
May 5, 2004 



Treasury Department under the Internal Revenue Code of 
1986, as amended, toward the issuance of revenue bonds 
under the Enabling Act or other applicable legislation for 
financing and refinancing the cost of any or all of the 
projects described in paragraph (c) or 1(b) above. 



And further, 



i 



The Board of Trustees authorizes the President and the Amherst Campus 
to enter a ground lease with the University of Massachusetts Foundation 
or other appropriate 501(c)(3) organization for the purpose of engaging a 
private firm to design, finance, build and manage a student housing project 
if the President and the Amherst campus deem said approach necessary or 
desirable. (Doc. T03-046, as amended) 

The next item was the Authorization for the Use of University Property, UMASS 

Dartmouth . This action will allow the Dartmouth campus to use property for a State 
Marine Fisheries Institute. 

It was moved, seconded and 

VOTED : That the Board of Trustees approves and authorizes the use of University 
property by the Department of Marine Fisheries (DMF) for the 
construction, operation and maintenance of a building for the Department 
of Marine Fisheries and the Marine Fisheries Institute (MFI). Said 
property is located at the School of Marine Science and Technology 
(SMAST) site in New Bedford. The building will be paid for and used by 
DMF. No University funds will be provided for the construction or 
operation of the facility. If the facility ceases to be used by DMF for the 
stated purposes the facility shall revert in its entirety to UMD with 
exclusive right to reassign its use. (Doc. T04-041) 

The next item was Authorization to Purchase Property, UMASS Amherst . This 
action would allow the Amherst campus to purchase five fraternity houses adjacent to the 
campus. 

It was moved, seconded and 

VOTED : To authorize the Amherst campus to purchase five fraternity houses 
adjacent to the campus at a cost to be negotiated by the Commonwealth of 
Massachusetts Division of Capital Asset Management and approved by 
the President of the University or his designee. (Doc. T04-045) 

-11- 



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Board of Trustees 
May 5, 2004 



Trustee Dubilo then excused himself from the meeting due to a potential conflict of 
interest. 

Trustee Karam, Vice Chair of the Committee on Administration, Finance and Audit 
introduced the next item for action, Authorization to Transfer Endowment Funds to 
the UMASS Foundation . 

It was moved, seconded and 

VOTED : WHEREAS, The University of Massachusetts Foundation has been 
established to assist the University of Massachusetts in private fund 
raising and the management of endowment funds and 

WHEREAS, The University of Massachusetts and the Foundation will 
enter into an agreement to assure that University funds are separately 
accounted for and held as agency funds 

NOW, THEREFORE, BE IT RESOLVED THAT, 

t The University of Massachusetts Trustees authorizes the transfer of 

endowment funds of the University of Massachusetts to the University of 
Massachusetts Foundation and that an appropriate agreement for such 
purposes shall be executed between the parties. (Doc. T04-043) 

The next item Approval of Capital Projects authorizes the UMASS Building 
Authority to initiate projects in the University's Capital Plan. 

It was moved, seconded and 

VOTED : WHEREAS, The University of Massachusetts Building Authority (the 
"Authority") is authorized by Chapter 773 of the Acts of 1960, as 
amended (the "Enabling Act"), among other things, to provide 
dormitories, dining commons and other buildings and structures for the 
use of the University of Massachusetts (the "University"), its students, 
staff and their dependents and certain organizations related to the 
University, to alter, enlarge, reconstruct, remodel and do other work in or 
upon or respecting any building or structure, to provide and install 
furnishings, furniture, machinery, equipment and facilities in or for or 
related to any such building or structure and to initiate projects for such 
purposes upon written request made by authority of the Board of Trustees 

| -12- 



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Board of Trustees 
May 5, 2004 

(the "Trustees") of the University and upon written approval from the 
Commissioner of Administration; and 

WHEREAS, In the judgment of the Trustees it is in the best interests of 
the University, its students, staff and their dependents and said 
organizations that the Authority initiate the projects described below; 

NOW, THEREFORE, BE IT RESOLVED THAT 

1 . The President of the University, the Executive Vice President of 

the University and the Vice President for Management and Fiscal 
Affairs and Treasurer of the University, each acting alone, are 
hereby authorized in the name and on behalf of the Trustees to 
make a written request of the Authority that the Authority initiate 
the following projects: 

(a) (i) the renovation and equipping of and the 
construction and equipping of an addition to the Violette 
Research Building at the Dartmouth campus of the 
University to provide facilities for a botulinum research 
center and other purposes deemed appropriate by the 
University and (ii) the renovation and equipping of the 
men's and women's locker rooms in the Beacon Fitness 
Center and the Clark Athletic Center at the Boston campus 
of the University; and (iii) the renovation and equipping of 
the Health Center at the Amherst campus of the University; 
and 

(b) any other construction of or respecting or 
renovation, repair, remodeling or other work in or upon or 
respecting any building or structure owned or used or to be 
owned or used by the University or the Authority, or the 
provision, installation, renovation, repair or remodeling of 
or other work upon or respecting any furnishings, furniture, 
machinery, equipment or facilities with respect to any such 
building or structure, all as may be requested of the 
Authority in writing from time to time by the President of 
the University, the Executive Vice President of the 
University or the Vice President for Management and 
Fiscal Affairs and Treasurer of the University, each acting 
alone, the making of any such request being hereby 
authorized. 

-13- 



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Board of Trustees 
May 5, 2004 



* 



2. The Authority is hereby requested to provide additional financing 
for the construction of the parking garage at the Lowell campus of 
the University originally financed by the Authority's Project 
Revenue Bonds, Senior Series 2003-1, and the President of the 
University, the Executive Vice President of the University and the 
Vice President for Management and Fiscal Affairs and Treasurer 
of the University, each acting alone, are hereby authorized to make 
a written request of the Authority that the Authority issue its bonds 
to provide such additional financing in an amount (including the 
costs of issuance of such bonds and capitalized interest, if any) not 
to exceed the amount set forth in such request (and such additional 
financing shall not exceed the amount set forth in such request). 

3. Any of the projects to be initiated by the Authority in accordance 
with any request authorized to be made in Section 1 of this 
resolution may in the discretion of the Authority be undertaken 
separately or together for financing purposes, and the additional 
financing authorized in Section 2 of this resolution may in the 
discretion of the Authority be provided separately or together with 
the provision of financing for any one or more such projects or any 
one or more projects a written request for the initiation of which by 
the Authority has been authorized by the Trustees other than by 
this resolution (or by any combination of any of the projects 
referred to above in this sentence). 

4. The President of the University, the Executive Vice President of 
the University and the Vice President for Management and Fiscal 
Affairs and Treasurer of the University, each acting alone, and 
each other officer of the University, acting alone, are hereby 
authorized to request the Commissioner of Administration from 
time to time to approve in writing the undertaking by the Authority 
of any of the projects a request for which is authorized in Section 1 
of this resolution and to do such other things and to take such other 
action as the officer or officers so acting shall, as conclusively 
evidenced by their taking the action hereby authorized, deem 
necessary or desirable to be done or taken to carry into effect the 
matters hereby authorized. 

5. The authorization in this resolution of a written request of the 
Authority that the Authority initiate the project described in clause 
(a)(ii) of Section 1 of this resolution is not intended to limit the 
generality of the written request authorized in Section 1(a) of the 

-14- 



• 



Board of Trustees 
May 5, 2004 



vote adopted by the Trustees on February 4, 2004 identified as 
"ACTION ITEM #b, 5: Amendment to Amherst Capital Plan and 
Other Actions" and as "DOC. & VOTE I.D. #: T03-046, as 
amended." 

This resolution is intended as the expression of the University's 
official intent under Section 1.150-2(d)(l) and (e) of the 
regulations promulgated by the United States Treasury Department 
under the Internal Revenue Code of 1986, as amended, toward the 
issuance of revenue bonds under the Enabling Act for financing 
and refinancing the cost of any or all of the projects described in 
Section 1 or Section 2 of this resolution. (Doc. T04-036) 



The next item was Authorization for the Refunding of Existing Debt . 

moved, seconded and 



It was 



RESOLVED: 



* 



That the issuance by the University of Massachusetts 
Building Authority (the "Authority") of bonds (in one or 
more series) or notes (in one or more series) for the purpose 
of refunding any or all of the outstanding indebtedness of 
the Authority, including indebtedness of the University of 
Lowell Building Authority and indebtedness of the 
Southeastern Massachusetts University Building Authority, 
is hereby approved, and the President of the University of 
Massachusetts (the "University"), the Executive Vice 
President of the University and the Vice President for 
Management and Fiscal Affairs and Treasurer of the 
University, each acting alone, and each other officer of the 
University, acting alone, are hereby authorized in the name 
and on behalf of the Trustees of the University (the 
"Trustees") to approve in writing the issuance by the 
Authority of bonds (in one or more series) for such purpose 
or notes (in one or more series) for such purpose. 



That the Chair of the Trustees, the Vice Chair of the 
Trustees, the President of the University, the Executive 
Vice President of the University and the Vice President for 
Management and Fiscal Affairs and Treasurer of the 
University, each acting alone, and each other officer of the 
University, acting alone, are hereby authorized to do all 



-15- 



Board of Trustees 
May 5, 2004 

other things and to take all such other action as the officer 
or officers so acting shall, as conclusively evidenced by the 
taking of the action hereby authorized, deem necessary or 
desirable to be done or taken to carry into effect the matters 
hereby authorized, including without limitation the 
execution, sealing and delivery of contracts (which are 
hereby authorized) on behalf of the Commonwealth or the 
Trustees (including without limitation contracts entered 
into by the Commonwealth, acting by and through the 
Trustees, with the Authority (to which the Trustees may but 
need not be a party) for state financial assistance in the 
form of a guaranty by the Commonwealth of bonds (in one 
or more series) or notes (in one or more series) of the 
Authority, all as provided in and subject to the Enabling 
Act), the execution of any such contract by the signer 
thereof on behalf of the Commonwealth and the Trustees 
conclusively to evidence that such contract is authorized by 
this Resolution. 

That in addition to the authorizations granted by this 
• resolution to the Chair of the Trustees, the Vice Chair of 

the Trustees, the President of the University, the Executive 
Vice President of the University, the Vice President for 
Management and Fiscal Affairs and Treasurer of the 
University and each other officer of the University, and 
without limiting any such authorizations, the Trustees, 
pursuant to Chapter 75, Section 3A of the Massachusetts 
General Laws and every other authority thereunto the 
Trustees enabling, hereby delegate to the President of the 
University, the Executive Vice President of the University 
and the Vice President for Management and Fiscal Affairs 
and Treasurer of the University, each acting alone, and 
each other officer of the University, acting alone, the power 
to do all acts and things and exercise all powers each 
officer of the University is authorized by this resolution to 
do or exercise, such delegation being intended to be 
commensurate with the authorizations granted to each such 
officer by this resolution, and such delegation being in the 
judgment of the Trustees necessary or desirable. (Doc. 
T04-037) 



-16- 



t 



I 



Board of Trustees 
May 5, 2004 



The next item was to Approve a Service and Management Contract Between the 
University and the University of Massachusetts Building Authority . It was moved, 
seconded and 



RESOLVED: 



That the making of a Contract for Management and Services 2004 
Projects among The Commonwealth of Massachusetts (the 
"Commonwealth"), acting by and through the Board of Trustees 
(the "Trustees") of the University of Massachusetts (the 
"University"), the Trustees and University of Massachusetts 
Building Authority (the "Authority") pursuant to Chapter 773 of 
the Acts of 1960, as amended (the "Enabling Act"), and pertaining 
to the undertaking by the Authority of projects for which requests 
have been authorized by the Trustees, be and the same hereby is 
authorized; that the Chair of the Trustees, the Vice Chair of the 
Trustees, the President of the University, the Executive Vice 
President of the University and the Vice President for Management 
and Fiscal Affairs and Treasurer of the University, each acting 
alone, be and hereby are authorized, in the name and on behalf of 
the Commonwealth and the Trustees, to sign, seal with common 
seal of the University and of the Trustees, acknowledge if deemed 
advisable and deliver a Contract for Management and Services 
2004 Projects substantially in the form presented to this meeting, 
subject to such changes, insertions and omissions (including 
changes in the title of such Contract to reflect any change in the 
projects to which such Contract pertains) as may be approved by 
the signer of such Contract on behalf of the Commonwealth and 
the Trustees; that the form of such Contract for Management and 
Services 2004 Projects presented to this meeting and each term, 
condition and provision therein contained be and the same hereby 
are approved, subject to such changes, insertions and omissions as 
may be approved by the signer of such Contract on behalf of the 
Commonwealth and the Trustees; and that the execution of such 
Contract for Management and Services 2004 Projects by the signer 
of such Contract on behalf of the Commonwealth and the Trustees 
shall be conclusive evidence (a) of the approval by such signer of 
any such changes, insertions or omissions and the authorization of 
the same and (b) that the form of Contract for Management and 
Services 2004 Projects so executed (with approved changes, 
insertions and omissions, if any) is as hereby authorized and 
approved. 



■17- 



Board of Trustees 
May 5, 2004 



That each of the Chair of the Trustees, the Vice Chair of the 
Trustees, the President of the University, the Executive Vice 
President of the University, and the Vice President for 
Management and Fiscal Affairs and Treasurer of the University, 
acting alone, and each other officer of the University, acting alone, 
are hereby authorized to do such other things and to take such 
other actions as the officer or officers so acting shall, as 
conclusively evidenced by their doing any of the things or taking 
any of the actions hereby authorized, deem necessary or desirable 
to be done or taken to carry out the Contract for Management and 
Services 2004 Projects authorized above and to carry out any 
project (or the financing thereof) a request to initiate which has 
been made to the Authority by the authority of the Trustees, 
including without limitation the execution, sealing and delivery of 
contracts (which are hereby authorized) on behalf of the 
Commonwealth or the Trustees (including without limitation 
contracts entered into by the Commonwealth, acting by and 
through the Trustees, with the Authority (to which the Trustees 
may but need not be a party) for state financial assistance in the 
form of a guaranty by the Commonwealth of bonds (in one or more 
series) or notes (in one or more series) of the Authority, all as 
provided in and subject to the Enabling Act), the execution of any 
such contract by the signer thereof on behalf of the Commonwealth 
and the Trustees conclusively to evidence that such contract is 
authorized by this Resolution. 

That in addition to the authorizations granted by this resolution to 
the Chair of the Trustees, the Vice Chair of the Trustees, the 
President of the University, the Executive Vice President of the 
University, the Vice President for Management and Fiscal Affairs 
and Treasurer of the University and each other officer of the 
University, and without limiting any such authorizations, the 
Trustees, pursuant to Chapter 75, Section 3 A of the Massachusetts 
General Laws and every other authority thereunto the Trustees 
enabling, hereby delegate to the President of the University, the 
Executive Vice President of the University and the Vice President 
for Management and Fiscal Affairs and Treasurer of the 
University, each acting alone, and each other officer of the 
University, acting alone, the power to do all acts and things and 
exercise all powers each officer of the University is authorized by 
this resolution to do or exercise, such delegation being intended to 
be commensurate with the authorizations granted to each such 

-18- 



* 



Board of Trustees 
May 5, 2004 

officer by this resolution, and such delegation being in the 
judgment of the Trustees necessary or desirable. (Doc. T04-038) 

The next item was Approval of a Contract Between the University and the 
University of Massachusetts Building Authority and Approval to Use the State 
Guarantee . It was moved, seconded and 

RESOLVED: That the making of a Contract for Financial Assistance, 

Management and Services 2004-A Projects among The 
Commonwealth of Massachusetts (the "Commonwealth"), acting 
by and through the Board of Trustees (the "Trustees") of the 
University of Massachusetts (the "University"), the Trustees and 
University of Massachusetts Building Authority (the "Authority") 
pursuant to Chapter 773 of the Acts of 1960, as amended, and 
pertaining to the undertaking by the Authority of projects for 
which requests have been authorized by the Trustees, be and the 
same hereby is authorized; that the Chair of the Trustees, the Vice 
Chair of the Trustees, the President of the University, the 
Executive Vice President of the University and the Vice President 
for Management and Fiscal Affairs and Treasurer of the 
University, each acting alone, be and hereby are authorized, in the 
name and on behalf of the Commonwealth and the Trustees, to 
sign, seal with common seal of the University and of the Trustees, 
acknowledge if deemed advisable and deliver a Contract for 
Financial Assistance, Management and Services 2004-A Projects 
substantially in the form presented to this meeting, subject to such 
changes, insertions and omissions (including changes in the title of 
or other changes in such Contract to reflect any change in the 
projects to which such Contract pertains, the issuance of bonds not 
guaranteed by the Commonwealth or the issuance of refunding 
bonds) as may be approved by the signer of such Contract on 
behalf of the Commonwealth and the Trustees; that the form of 
such Contract for Financial Assistance, Management and Services 
2004-A Projects presented to this meeting and each term, condition 
and provision therein contained be and the same hereby are 
approved, subject to such changes, insertions and omissions as 
may be approved by the signer of such Contract on behalf of the 
Commonwealth and the Trustees; and that the execution of such 
Contract for Financial Assistance, Management and Services 2004- 
A Projects by the signer of such Contract on behalf of the 
Commonwealth and the Trustees shall be conclusive evidence (a) 
of the approval by such signer of any such changes, insertions or 

-19- 



e 



t 



i 



Board of Trustees 
May 5, 2004 



omissions and the authorization of the same and (b) that the form 
of Contract for Financial Assistance, Management and Services 
2004-A Projects so executed (with approved changes, insertions 
and omissions, if any) is as hereby authorized and approved. 

That the Chair and Vice Chair of the Trustees, each acting alone, 
be and hereby are authorized, in the name and on behalf of the 
Commonwealth, to sign by manual or facsimile signature the form 
of guaranty provided in the Contract for Financial Assistance, 
Management and Services 2004-A Projects authorized above on 
each bond having the benefit of such guaranty as provided in such 
Contract; in case any officer of the Trustees whose signature or 
facsimile signature shall appear on any such bond shall cease to be 
such officer before the delivery thereof, such signature or facsimile 
signature shall nevertheless be valid and sufficient for all purposes, 
the same as if such officer had remained in office until such 
delivery. 

That each of the Chair of the Trustees, the Vice Chair of the 
Trustees, the President of the University, the Executive Vice 
President of the University, and the Vice President for 
Management and Fiscal Affairs and Treasurer of the University, 
acting alone, and each other officer of the University, acting alone, 
are hereby authorized to do such other things and to take such 
other actions as the officer or officers so acting shall, as 
conclusively evidenced by their doing any of the things or taking 
any of the actions hereby authorized, deem necessary or desirable 
to be done or taken to carry out the Contract for Financial 
Assistance, Management and Services 2004-A Projects authorized 
above and to carry out any project (or the financing thereof) a 
request to initiate which has been made to the Authority by the 
authority of the Trustees, including without limitation the 
execution, sealing and delivery of contracts (which are hereby 
authorized) on behalf of the Commonwealth or the Trustees 
(including without limitation contracts entered into by the 
Commonwealth, acting by and through the Trustees, with the 
Authority (to which the Trustees may but need not be a party) for 
state financial assistance in the form of a guaranty by the 
Commonwealth of bonds (in one or more series) or notes (in one or 
more series) of the Authority, all as provided in and subject to the 
Enabling Act), the execution of any such contract by the signer 
thereof on behalf of the Commonwealth and the Trustees 

-20- 



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Board of Trustees 
May 5, 2004 



conclusively to evidence that such contract is authorized by this 
Resolution. 

That in addition to the authorizations granted by this resolution to 
the Chair of the Trustees, the Vice Chair of the Trustees, the 
President of the University, the Executive Vice President of the 
University and the Vice President for Management and Fiscal 
Affairs and Treasurer of the University, and without limiting any 
such authorizations, the Trustees, pursuant to Chapter 75, Section 
3A of the Massachusetts General Laws and every other authority 
thereunto the Trustees enabling, hereby delegate to the President of 
the University, the Executive Vice President of the University and 
the Vice President for Management and Fiscal Affairs and 
Treasurer of the University, each acting alone, and each other 
officer of the University, acting alone, the power to do all acts and 
things and exercise all powers each officer of the University is 
authorized by this resolution to do or exercise, such delegation 
being intended to be commensurate with the authorizations granted 
to each such officer by this resolution, and such delegation being in 
the judgment of the Trustees necessary or desirable. (Doc. T04- 
039) 

The next item was the Authorization of a Lease for Land Between the University 
of Massachusetts Building Authority and the University of Massachusetts . It was 

moved, seconded and 

VOTED : WHEREAS, The University of Massachusetts Building Authority (the 
"Authority"), created by Chapter 773 of the Acts of 1960 (as amended, the 
"Enabling Act"), is authorized by the Enabling Act, among other things, to 
lease from The Commonwealth of Massachusetts (the "Commonwealth") 
such lands of the Commonwealth, or rights therein, as may be necessary 
for carrying out the provisions of the Enabling Act; 

WHEREAS, The Enabling Act authorizes the Trustees (the "Trustees") 
of the University of Massachusetts (the "University"), acting in the name 
and on behalf of the Commonwealth, among other things, to lease to the 
Authority land owned by the Commonwealth or grant easements, licenses 
or any other rights or privileges therein to the Authority; 



-21- 



< 



I 



♦ 



Board of Trustees 
May 5, 2004 

NOW, THEREFORE, BE IT RESOLVED THAT, PURSUANT TO THE 
ENABLING ACT, 

1 . The Authority pursuant to one or more leases (each a "Lease") land owned 
by the Commonwealth on which will be located each project, if any, to be 
owned by the Authority and financed in whole or in part by the 
Authority's Project and Refunding Revenue Bonds, Senior Series 2004-1 
or the Authority's Facilities and Refunding Revenue Bonds, Senior Series 
2004-A (provided, that if either such series or bonds is not issued for the 
purpose of refunding, the words "and Refunding" will not be included in 
the name of such series) and an amendment (each an "Amendment") to 
any lease previously entered into between the Commonwealth, acting by 
and through the Trustees, as lessee, and any of the Authority, the 
University of Lowell Building Authority (or its predecessor, the Lowell 
Technological Institute Building Authority) or the Southeastern 
Massachusetts University Building Authority, as lessor. 

2. Each Lease and each lease as amended by an Amendment (each such lease 
as so amended being an "Amended Lease") shall be for a rent of $1.00 per 
year, shall be for a term not less than the latest maturity of the bonds of the 
Authority that financed or refinanced the one or more projects located on 
the land to which such Lease or Amended Lease pertains and shall have 
provisions for automatic renewals if the lessor is not then in default 
thereunder until the ownership of such project The Trustees are 
authorized, in the name and on behalf of the Commonwealth, to lease to or 
projects reverts to the Commonwealth as provided in the Enabling Act; 
provided, that each Lease and Amended Lease may provide that it will 
terminate whenever the ownership of the project or projects located on the 
land to which such Lease or Amended Lease pertains shall revert to the 
Commonwealth as provided in the Enabling Act. Each Lease, each 
Amendment and each Amended Lease shall comply with the provisions of 
the Enabling Act and, subject to such requirement and the foregoing 
provisions of this Section, shall have such other terms as are approved by 
the signer of such Lease or such Amendment on behalf of the Trustees and 
the signer of such Lease or such Amendment on behalf of the Authority, 
the execution of such Lease or Amendment by the signer on behalf of the 
Trustees conclusively to evidence the approval by such signer of the terms 
of such Lease or such Amendment and the related Amended Lease and 
conclusively to identify such Lease or such Amendment as a Lease or an 
Amendment authorized by this Resolution, and the execution of such 
Lease or Amendment by the signer on behalf of the Authority 



-22- 



Board of Trustees 
May 5, 2004 



conclusively to evidence the approval by the Authority of the terms of 
such Lease or such Amendment and the related Amended Lease. 

3. The Chair of the Trustee, the Vice Chair of the Trustees, the President of 
the University, the Executive Vice President of the University and the 
Vice President for Management and Fiscal Affairs and Treasurer of the 
University, each acting alone, are hereby authorized, in the name and on 
behalf of the Commonwealth and the Trustees, to sign, seal with the 
common seal of the University and the Trustees, acknowledge if deemed 
advisable and deliver each Lease and each Amendment and, if deemed 
advisable, record any Lease, Amendment or Amended Lease or a notice of 
any thereof. 

4. Each of the Chair of the Trustees, the Vice Chair of the Trustees, the 
President of the University, the Executive Vice President of the University 
and the Vice President for Management and Fiscal Affairs and Treasurer 
of the University, acting alone, and each other officer of the University, 
acting alone, are hereby authorized to do such other things and to take 
such other actions as the officer or officers so acting shall, as conclusively 
evidenced by their doing any of the things or taking any of the actions 

| hereby authorized, deem necessary or desirable to be done or taken to 

carry out each Lease, Amendment and Amended Lease. 

5. In addition to the authorizations granted by this resolution to the Chair of 
the Trustees, the Vice Chair of the Trustees, the President of the 
University, the Executive Vice President of the University, the Vice 
President for Management and Fiscal Affairs and Treasurer of the 
University and each other officer of the University, and without limiting 
any such authorizations, the Trustees, pursuant to Chapter 75, Section 3A 
of the Massachusetts General Laws and every other authority thereunto the 
Trustees enabling, hereby delegate to the President of the University, the 
Executive Vice President of the University and the Vice President for 
Management and Fiscal Affairs and Treasurer of the University, each 
acting alone, and each other officer of the University, acting alone, the 
power to do all acts and things and exercise all powers each officer of the 
University is authorized by this resolution to do or exercise, such 
delegation being intended to be commensurate with the authorizations 
granted to each such officer by this resolution, and such delegation being 
in the judgment of the Trustees necessary or desirable. (Doc. T04-046) 

Chair Fey then recognized Trustee Reed who thanked the Trustees for serving as 
mentors over the past year. 



> 



-23- 



€ 



i 



Board of Trustees 
May 5, 2004 



Chancellor Lazare acknowledged Trustee Reed's work developing a Faculty 
Appreciation Fund collecting over $7000 to be used to reward and recognize the faculty. 

There being no further business to come before the Board, the meeting was adjourned 
at 10:34 a.m. 



^ttdfutf 



Barbara F. DeVico 

Secretary to the Board of Trustees 



-24- 



( 



UNIVERSITY OF MASSACHUSETTS 

AMHERST«BOSTON»DARTMOUTH«LOWELL«WORCESTER 

MINUTES OF THE MEETING OF THE 
BOARD OF TRUSTEES 

Wednesday, August 4, 2004; 9:15 a.m. 

Worcester Room 

Hoagland Pincus Conference Center 

222 Maple Avenue 

uuiCTTduui jf lTia^cjaviiujvii.i 

Trustees Present : Chair Fey; Vice Chair Giblin; Trustees Austin, Boyle, DiBiaggio, Dubilo, 
Karam, Kennedy, King, Labrecque, James Mahoney, Robert Mahoney, McCarthy, Moes, 
Moseley, O'Shea, Pham, Rainey, Sheridan and White 

Trustees Absent : Trustees Cassel and Murphy 

University Administration : President Wilson; General Counsel O'Malley; Vice Presidents 
Julian, Chmura, and Gray; Ms. Harrington; Associate Vice President for Academic Affairs; Mr. 
O'Riordan, University Budget Director; Mr. Cofield, Executive Vice President, UMASS 
Foundation; Chancellors Lombardi, Motley, MacCormack, Hogan and Lazare 

Faculty Representatives : Professor O'Connor, UMASS Amherst; Professor May, UMASS 
Amherst; Professor Schwartz, UMASS Boston; Professor Carter, UMASS Lowell, Dr. Cooke, 
UMASS Worcester 

Chair Fey convened the meeting at 9:30 a.m. 

The next item on the agenda was Consideration of Minutes of the Previous Meeting of the 
Board . 

It was moved, seconded and 

VOTED : To approve the minutes of the May 5, 2004 meeting of the Board. 

The first item on the agenda was the Chair's Report . Chair Fey welcomed the new Student 
Trustees to their first meeting: Matthew Murphy, UMASS Amherst (not in attendance), Tuan 
Pham, UMASS Boston; Matthew Moseley, UMASS Dartmouth, Michael LaBrecque, UMASS 
Lowell and Jeffrey King, UMASS Worcester. The student members of the Board bring us 
energy and passion and connect us to the student body. 



Board of Trustees 
August 4, 2004 



Chair Fey then expressed her gratitude to the Board for supporting her as Chair of the Board 
over the last four years. It has been an honor and a privilege to lead the Trustees and has been a 
rewarding and enjoyable experience. We have weathered recent controversies, confronted the 
challenges; we've coped with harrowing budget cuts with the support of the President and his 
staff, the Chancellors and their staff, with the dedication of our faculty and the flexibility of our 
students. The University has turned the corner with a substantial increase in our budget that will 
allow the campuses to restore, rebuild and rebound. We are working hard to generate new 
sources of revenue. 

The University went through a painful period with the culmination of the departure of a 
leader who gave his heart and soul to the University and brought UMASS much success. We 
recently honored President Bulger with a dinner that generated a million dollars for student 
scholarships. With Jack Wilson, the Presidency has passed into the hands of a talented, energetic 
and dedicated new leader who is off to a very strong start. 

The University continues to move forward. Our research funding has continued to grow; we 
have proven successful commercializing intellectual property and found tremendous growth 

tV.rrnirrj-1 T TIM A QQ n « T 'TV 3 

Chair Fey reported her intent to continue to serve the University as a Trustee and looks 
forward to serving with a new Chairman, someone that will bring passion, experience and 
dedication to this position. The new Chairman will provide wise leadership and keep UMASS 
on a steadv course. 

As a graduate of a public University, (University of Maryland) Chair Fey stressed the 
importance of her education; her experience on this Board working with talented, dedicated 
colleagues, students, faculty, staff and administrators will always hold a special place in her 
heart. 

The members of the Board and the audience give Chair Fey a standing ovation. 

Chair Fey introduced Trustee King to give the Student Trustee Report, UMASS 
Worcester . Trustee King welcomed everyone and offered his appreciation for the opportunity to 
speak. 

Trustee King reported on the faculty appreciation fund, an initiative strongly supported by 
former Trustee Sean Reed. Because there was little opportunity for interaction between faculty 
members and students, a program was developed that allowed a time where the students and 

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established; faculty members received a mug and a note of thanks. 

-2- 



* 



Board of Trustees 
August 4, 2004 



Faculty members appreciated the gesture and it was decided that funds would be raised to 
enhance the program. There were raffles, bake sales, a student/faculty golf tournament; eight 
thousand dollars was raised and the program is a success. In the future, the program plans to 
continue the Faculty Appreciation Day as well as find ways to pair students and faculty members 
together attending conferences, and participating in research activities. 

Trustee King reported on his plan to aid the fundraising efforts towards this program and 
would seek assistance from the other members of the Board. 

The next item was remarks from Natalie Crawford Smith, representative from SEIU, Local 
888 expressing her concern over the lack of salary increases for the 400 classified employees on 
the Boston campus. The average salary for a classified employee is $30,000; these employees 
work hard behind the scenes ensuring the Boston campus runs smoothly. 

Ms. Crawford Smith stressed the low morale on the Boston campus amongst the classified 
staff and asked that the Board members intervene on their behalf. 

Trustee McCarthy thanked Ms. Crawford Smith for her comments and stated that he is doing 

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and emphasized that this issue is a top priority. We are working with the AFL-CIO, the 
Legislature and the members of House Ways and Means to get this done and we ask that you 
continue to work with your union president. 

The next item was the President's Report . President Wilson offered his support for Ms. 
Crawford Smith and the classified employees. President Wilson thanked Chancellor Lazare and 
his staff for their hospitality. He then thanked Chair Fey for her work as chairperson, member of 
the Board and leader of the community. Chair Fey's impact on the University will have long- 
lasting results. President Wilson also thanked Ted Fey for his support during a period of extreme 
difficulty. He stated his confidence in the new leadership team which will help guide the 
University to new achievements. 

President Wilson then welcomed newly-appointed UMASS Boston interim Chancellor Keith 
Motley to his first full Board meeting. Dr. Motley played a leadership role in last week's 
successful Democratic National Convention concert at the Boston campus. The Pops Concert 
generated new funding for scholarships on the campus. 

President Wilson also welcomed the new student Trustees to their first full Board meeting 
and reported on the following: 



I 



Board of Trustees 
August 4, 2004 



The House and Senate enacted legislation authorizing the sale of 1 10 acres of UMASS land 
on Nantucket (the site of the UMASS Field Station) to the Nantucket Conservation Foundation. 
The sale will generate $20 million in endowed funds and the Field Station which houses 
important environmental teaching and research, will continue on the property. President Wilson 
thanked Senators Therese Murray, Robert O'Leary, Representative Eric Turkington, Grace 
Grossman (who passed away last week) and Executive Vice President James Julian for their 
work with this initiative. 

Reporting on budget matters, President Wilson indicated that the base UMASS appropriation 
has increased from $327 million last year to $392 million this year. Appropriations for 
Commonwealth College, the College of Visual and Performing Arts and the Advanced 
Technology Manufacturing Center have been funded. We also have a commitment from the 
Governor's office for $36 million in capital funding for FY2005. 

President Wilson also reported on campus efforts to replace faculty lost since 2001, the 
success of the 4 th Annual UMASS Alumni Evening at the Boston Pops, the efforts to develop a 
science and technology investment center and the awarding of 10 grants to help accelerate the 

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President Wilson concluded his remarks by announcing the hiring of Dr. Abigail Barrow to 
lead the new UMASS Technology Transfer Center, the Chancellor's Search at UMASS Boston 
which will begin in September and the scheduled reviews of Chancellors Hogan and Lazare. 

Chair Fey introduced the Consent Agenda . It was moved, seconded and 

VOTED : To accept the following Audit Reports on the Board Consent Agenda: 

1 . PricewaterhouseCoopers Annual Audit Plan (Doc. T04-056) 

2. University Audit Report (Doc. T04-056) 

The next item on the agenda was the Report of the Committee on Academic and Student 
Affairs. Trustee White, Chair of the Committee reported that the Committee met on July 20. 
Associate Vice President Harrington had led a discussion on the tenure process for soliciting peer 
reviews and the importance of such reviews to the tenure decision process. The discussion 
included the role of teaching, advising and mentoring in the evaluation process and the 
importance of maintaining high standards for the awarding of tenure. 

The first action item considered by the Committee was Student Government Constitution, 
UMASS Lowell . Revisions to the Constitution changed student representation to a college 
rather than class basis, refined processes for activities and judicial matters, and created 
representation opportunities for resident and commuter students and athletes. 

-4- 



V 



1 



Board of Trustees 
August 4, 2004 



It was moved, seconded, and 

VOTED : To approve, with amendments, the Lowell Student Government Constitution as 
contained in Doc. T04-007. 

Article IV: The Representation of the SGA 

Section 2., B. 

To establish and suspend such special and standing committees as it sees fit, with 

the ultimate power and responsibility resting in the SGA. 

Article XII: Removal from Office 

Section 2., B. 

By striking from the third sentence the word "refute" and replacing it with 

"respond to". By adding a sentence at the end of the section: The burden of proof 

will lie with the accuser. 

Article XIII: Faculty Advisors 

Q^r»tn r vn 1 

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The SGA shall have as a primary advisor the Dean of Student Life or his or her 
designee by said Dean with SGA approval . 

Article XX: Implementation of this Constitution 

To strike from the third sentence: This Constitution shall not be considered in 

permanent effect until approved by the Board of Trustees or its designee . 

The next item was Appointment to Named Professorship, UMASS Worcester . This item 
concerned the appointment of Peter Newberger as the first incumbent of the Ali and John Pierce 
Chair in Pediatric Hematology Oncology. Dr. Newberger was the physician who treated Ali 
Pierce and is a distinguished researcher within the Cancer Center at the Lazare Research 
Building. 

It was moved, seconded and 

VOTED : To concur with the President in the appointment of Peter Newberger as the first 
incumbent of the Ali and John Pierce Chair in Pediatric Hematology Oncology at 
the University of Massachusetts Worcester. (Doc. T04-055) 

The next item was Revisions to the Graduate Medical Education Personnel Policy of the 
University of Massachusetts Medical School . These revisions reflect changes required by the 
Accreditation Council on Graduate Medical Education. 



Board of Trustees 
August 4, 2004 

It was moved, seconded and 

VOTED : To approve the revisions to the Graduate Medical Education Personnel Policy of 
the University of Massachusetts Medical School as contained in Doc. T00-024, as 
amended. 

The next item was Master of Architecture, UMASS Amherst . Trustee White reported that 
there is no professional architecture program at any public institution in the Northeast. This 
program would serve a unique market. After a detailed evaluation of the existing and planned 
programs, the National Architecture Accrediting Board visiting team stated in January 2002 that 
the UMASS proposal had the potential to create a new model for architecture education. 

It was moved, seconded and 

VOTED : To approve the Master of Architecture at the University of Massachusetts 
Amherst as contained in Doc. T04-062. 

Chair White stated that the Committee's recommendations with regard to Tenure will be 
taken ud in Executive Session. 

M 

The next item on the agenda was the Report of the Committee on Administration, 
Finance and Audit. Trustee Dubilo, Chair of the Committee reported that the Committee met 
on July 22 and engaged in an extensive discussion and approval of the University's capital plan. 
Each campus Vice Chancellor presented a comprehensive review of their recent and near term 
capital activity. 

The Committee also reviewed the University's preliminary operating budget for FY05 
showing a 9% increase in revenues from FY04-FY05 representing strong state dollar support and 
impressive campus revenue activity. A student financial aid report indicated that the University 
has increased aid in FY04 by some $33 million over FY03. 

The Committee approved the creation and renaming of a number of revenue accounts and 
heard from our external auditors, PricewaterhouseCoopers regarding the FY04 audit. 

The first item was FY2005-FY2009 University Capital Plan . 

It was moved, seconded and 

VOTED : To approve the University of Massachusetts FY2005 to FY2009 Five Year 
Capital Plan as contained in Doc. T04-058. 






V 



Board of Trustees 
August 4, 2004 



The next item was FY2005 Allocation of State Funds . 

It was moved, seconded and 

VOTED : To direct the President to develop an allocation plan for the amount appropriated 
for the University in Line Item 7100-0200 of the state appropriation act for Fiscal 
Year 2005, and to notify the Board of Trustees and the House and Senate 
Committees on Ways and Means of said plan. (Doc. T04-059) 

The next item was the Establishment of the Ali and John Pierce Chair in Pediatric 
Hematology Oncology, UMASS Worcester . 

It was moved, seconded and 

VOTED : In accordance with sections lA(e) and 1 1 of Chapter 75 of the General Laws, to 
establish an endowed chair in pediatric hematology oncology at the University of 
Massachusetts Worcester to be known as the Ali and John Pierce Chair in 
Pediatric Hematology Oncology. (Doc. T04-055) 

The next item was Authorization of a Non-Resident Tuition Retention Program and the 
Establishment of the Non-Resident Tuition Retention Trust Fund, UMASS Amherst . 

It was moved, seconded and 

VOTED : To authorize, in accordance with the provisions of section 242 of Chapter 149 of 
the Acts of 2004, a pilot program for out of state tuition retention allowing the 
Amherst campus to retain, in fiscal years 2004 and 2005, all tuition paid by 
students who are not residents of Massachusetts. Provided that no resident of 
Massachusetts is denied admission to the Amherst campus as a result of the 
tuition retention pilot project. The President shall issue guidelines and the 
Chancellor of the Amherst campus shall develop operating procedures for the 
administration of the program including the funding of fringe benefits for those 
employees who are paid from tuition retained funds. The President shall develop 
a report on the progress of this initiative no later than January 15, 2005 to include 
the number of out of state students attending the school, the amount of tuition 
revenue retained under the program, and any programs or initiatives funded with 
the retained revenue. 



-7- 



. 



Board of Trustees 
August 4, 2004 



And further, 

To establish, in accordance with the provisions of Chapter 75 of the General Laws 
and section 242 of Chapter 149 of the Acts of 2004, the Non-Resident Tuition 
Retention Trust Fund for the Amherst campus. All tuition revenues received from 
non-resident students at the Amherst campus shall be deposited into this fund. 
Expenses (both direct and indirect) for the support of campus activities and 
programs shall be paid from this fund. (Doc. T04-060) 

The next item was Establishment of the Marine Operations Reserve Trust Fund, 
UMASS Boston. 

It was moved, seconded and 

VOTED : To establish, in accordance with the provisions of Chapter 75 of the General 
Laws, the Marine Operations Revenue Based Trust Fund for the Boston campus. 
Revenues generated from marine activities will be deposited into this fund. 
Expenses (both direct and indirect) will be paid from this fund. Fees and charges 
for various marine services may be established by the Chancellor, and will be 
reported to the President annually. (Doc. T04-061) 

The next item was Amendments to Statement of Trust, President's Office . 

It was moved, seconded and 

VOTED : To amend the statement of trust established by Trustee Vote T00-017by 
renaming the fund the University Collaborative Services Center Revenue Based 
Trust Fund for the President's Office; and further to amend the statement of trust 
by striking everything after the words "General Laws" and inserting thereafter the 
following: 

"The University Collaborative Services Center Revenue Based Trust Fund for the 
President's Office. Expenditures from the Fund shall be used for the costs of 
operations, management and other activities of the Center and related support 
provided by the President's Office." (Doc. T00-017, as amended) 

Trustee Mahoney, Chair of the Development Committee then gave the Development 
Committee Report . The Committee met on July 22, 2004 and heard reports on this year's fund 
raising activities. The current state of the economy, the controversial transition year for the 
University as well as changes in the campus development offices led to the inability to reach our 
goals with Amherst being the only campus of the five to meet its original goal for the year. 

-8- 



Board of Trustees 
August 4, 2004 



In total, $71 million was raised for FY04; $63 million of this represented cash and pledges 
and grants. The goal for FY05 is $82 million; with the new President and Chancellors we have 
made a commitment to advance the fundraising operations. It is important to establish with our 
legislators the matching gift program for the University which is one of the most effective 
fundraising tools in our system. 

Mr. Cofield has been asked to put together a program with President Wilson that will help 
devise a strategy to sell to our legislative leaders. We need to progress on the fundraising front 
towards a $100 million plus annual program. 

President Wilson commented that he is optimistic about next year's matching gift program 
foreseeing a possible match of the $20 million from the sale of the land on Nantucket. 

President Wilson then asked the Board to approve Dr. J. Keith Motley as the Interim 
Chancellor at the University of Massachusetts Boston. 

It was moved, seconded and 

VOTED : Upon the recommendation of the President, to appoint Dr. J. Keith Motley as 
Chancellor (Interim) of the University of Massachusetts Boston effective August 
1, 2004, who shall serve at the pleasure of the President, with such salary and 
other terms and conditions as shall be determined by the President, in consultation 
with the Chair. (Doc. T04-063) 

Followed by a round of applause, Chair Fey congratulated Dr. Motley. 

The next item was Department of Defense . It was moved, seconded and 

VOTED: WHEREAS, current Department of Defense Regulations contain a provision 
making it mandatory that the Chairman of the Board, the President, the Secretary, 
and the designated Facility Security Officer meet the personnel clearance 
requirements established for a contractor's facility clearance; and 

WHEREAS, said Department of Defense Regulations permit the exclusion from 
the personnel clearance requirements of certain members of the Board of Trustees 
and other officers, provided that this action is recorded in the minutes. 

NOW, THEREFORE, BE IT DECLARED that the Chairman of the Board, the 
President, the Secretary and the designated Facility Security Officer at the present 

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Board of Trustees 
August 4, 2004 



BE IT RESOLVED that in the future, when any individual enters upon any duties 
as Chairman of the Board, the President, the Secretary or the designated Facility 
Security Officer, such individual shall immediately make application for the 
required security clearance; and 

BE IT RESOLVED FURTHER that the following members of the Board of 
Trustees and other officers shall not have, and can be effectively excluded from 
access to all classified information in the possession of the corporation and do not 
occupy positions that would enable them to affect adversely policies or practices 
in the performance of classified contracts for the Department of Defense or the 
User Agencies of its Industrial Security Program: 



NAME 



TITLE 



Dennis G. Austin 


Trustee 


Lawrence F. Boyle 


Trustee 


Christine K. Cassel 


Trustee 


John A. DiBiaggio 


Trustee 


Edward A. Dubilo 


Trustee 


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X 1 lioiWW 


William E. Giblin 


Trustee 


James J. Karam 


Trustee 


William F. Kennedy 


Trustee 


Jeffrey King 


Trustee 


Michael E. Labrecque 


Trustee 


James E. Mahoney 


Trustee 


Robert M. Mahoney 


Trustee 


Robert McCarthy 


Trustee 


Diane Bissonnette Moes 


Trustee 


Matthew J. Moseley 


Trustee 


Matthew V. Murphy 


Trustee 


William T.O'Shea 


Trustee 


Tuan Pham 


Trustee 


Stacey Rainey 


Trustee 


Robert K. Sheridan 


Trustee 


Karl E. White 


Trustee 


Naming of the Nantucket Field Station. ( 



Grossman, who recently passed away, was a remarkable woman who helped accomplish the sale 
of the UMASS land on Nantucket. President Wilson reiterated his support for the naming of the 
Field Station for Ms. Grossman. 



■10- 



Board of Trustees 
August 4, 2004 



It was moved, seconded and 

VOTED : To name the Nantucket Field Station the Grace Grossman Environmental Center 
and to acknowledge to the Grossman family with heartfelt praise the contribution 
of Grace Grossman to the University of Massachusetts. (Doc. T04-065) 

The next item was the Report of the Governance Committee . Trustee Moes reported that 
the Committee had met on four different occasions and considered next year's slate of officers as 
well as some changes to Trustee Governance. 

The Governance Committee is recommending the addition of two standing Committees to 
the Board: an Audit Committee and a Compensation Committee. 

The first action was Amendments to the By-Laws . It was moved and seconded. 

Trustee McCarthy was recognized and thanked the members of the Governance Committee 
for their diligence. Trustee McCarthy voiced his concerns about the Audit Committee's 
responsibility to approve the hiring of external auditors. These concerns are based on the 
regulations inspired by the Sarbanes-Oxley Act and the University needs to be aware of the 
hiring practices. 

General Counsel O'Malley stated that the Committee did review all of the provisions of the 
Sarbanes-Oxley Act and that ultimately the Audit Committee's recommendations will still need 
to be approved by the full Board. 

VOTED : To approve the following amendments to the By-Laws of the Board of Trustees of 
the University of Massachusetts: 

Article III, COMMITTEES OF THE BOARD, is hereby amended as follows: 

Section 1. Standing Committees 

By striking the entire section and replacing it with the following: "There shall be 
seven standing committees of the Board of Trustees: The Executive Committee, 
the Compensation Committee, the Committee on Academic and Student Affairs, 
the Committee on Administration and Finance, the Audit Committee, the 
Development Committee and the Athletic Committee." 



■ 11- 



Board of Trustees 
August 4, 2004 

Section 5. Responsibilities of Standing Committees 

Section 5(b) 

By striking the current (b) and replacing it with (c). 

By inserting a new section 5(b): 

"The Compensation Committee shall consider and recommend to the Board on all 
matters pertaining to the compensation of the President of the University 
consistent with the Executive Compensation Policy." 

Section 5(c) 

By striking the current (c) and replacing it with (d). 

By striking the words "and Audit" in the first sentence. 

By striking subsections x, xi, and the entire sentence after subsection xi. 

By striking the current xii and replacing it with x. 

Section 5(d) 

By replacing the current (d) and replacing it with (f). 

By inserting a new section 5(e): 

"The Audit Committee shall have the responsibility of considering, reviewing and 

making recommendations to the full Board on all matters relative to auditing 

including but not limited to: 

i. initiation of audits; 

ii. audits of the University, its components and affiliates; 

iii. review and approval of the selection of external audit firms and the 
deployment of auditors pursuant to the Audit Protocols; 

iv. solicitation and receipt of advice from individuals who, in the sole judgment 
of the committee, shall qualify as "financial experts," as defined by Section 
407 of the Sarbanes Oxley Act of 2002, and regulations promulgated by the 

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Section 5(e) 

By replacing the current (e) and replacing it with (g). (Doc. T9 1-100, as 
amended) 

-12- 



Board of Trustees 
August 4, 2004 



The next item was Revisions to the Executive Compensation Package . Trustee Moes 
reported that the amendments to the Executive Condensation include the addition of the duties 

A- ± 

of the newly-established Compensation Committee. 

It was moved, seconded and 

VOTED : To approve the following amendment to Doc. T93-062, as amended, University of 
Massachusetts Executive Compensation Package for University President and 
Campus Chancellors: 

By striking the three paragraphs under the heading "salary" and replacing them 
with the following: 

The Board of Trustees shall establish the term and conditions, including salary, of 
the contract with the President. In making such determination, the Board shall 
give due consideration to any recommendation from the Compensation 
Committee. This paragraph shall apply to any renegotiation or renewal of the 

X IVJIUW'IU bj VVIHIUVI. 

The President, in consultation with the individual members of the Compensation 
Committee, shall establish the terms and conditions, including salary, of the 
contract with each Chancellor. This paragraph shall apply to any renegotiation of 
renewal of the contract with each Chancellor. 

The terms and conditions established under these provisions shall not be 
inconsistent with the terms of this policy or with those terms and conditions 
generally established for similar positions in comparable institutions of higher 
learning. 

The Chair of the Board in consultation with the Chair of the Compensation 
Committee and the members of the Board shall conduct a review of the President 
on an annual basis. (Doc. T93-062, as amended) 

Trustee Moes also reported that there had been feed back from Trustees about changing the 
Committee meeting schedule and the attendance for Committee/Board meetings. Currently there 
is legislation pending that would authorize participation via the telephone. The schedule of the 
meetings should be discussed with the Chairs of each Committee. 



•13- 



( 



Board of Trustees 
August 4, 2004 



The next item was 2004-2005 Officers and Committee Leadership . Trustee Moes reported 
that the Governance Committee spent a lot of time talking to Trustees about the leadership roles 
on the Committees and the Board. The University is extremely fortunate to have such active and 
committed members on the Board and is recommending the slate of officers listed in Doc. T04- 
064. 

It was then moved, seconded and 

VOTED : To confirm and approve the Officers and Committee Chairs of the Board of 
Trustees set forth in Doc. T04-064, all to serve until the next annual meeting of 
the Board. (Doc. T04-064) 

Chair Fey then thanked Trustee Moes and the Governance Committee for the amount of time 
and effort that went into this process. 

President Wilson stated that he looks forward to working with the new Board leadership. 
The President's Office will be ready to work with newly elected Chair Karam and looks forward 
to continuing our work with Trustee Fey. 

Chair Fey then passed the gavel to newly elected Chair Karam to a round of applause. 

Chair Karam stated his delight with the vote of confidence expressed by the Board and his 
plans to serve as Chair with a distinguished and dedicated group that gives so much time and 
energy to this institution. He is looking forward to working with everyone to achieve our goals 
and is aware of those that served before that have set very high standards. 

No one has set a better example of leadership with her passion, courage and grace than Grace 
Fey. Grace's trademark will be how she steadied the ship during the departure of President 
Bulger, severe budget cuts and the hiring of the current President. 

Chair Karam thanked Trustee Fey for her leadership and thanked the Chairs and Vice Chairs 
of the Committees for the countless hours and energy they put into their position. Chair Karam 
has asked Vice Chair Karl White to expand his position in a number of roles as well as serving as 
Chair of the Audit Committee. He also pointed out the contributions of Trustee Mahoney who 
will again lead the difficult role as Chair of the Development Committee and thanked him for his 
continued leadership role and the generosity he and his family have for this University. 

Chair Karam ended his remarks by stating that he looks forward to working together with 
President Wilson, the Chancellors and the University family and providing the highest level of 
quality throughout the system while striving to maintain affordability and accessibility on every 
level. 

-14- 









( 



Board of Trustees 
August 4, 2004 



Trustee McCarthy had a question about the Chancellor's Search at UMASS Boston. What 
will be the time frame for the search and will Chancellor Motley be allowed to be a candidate for 
the permanent position. President Wilson responded that a search committee for the position is 
currently being formed and will begin work in the fall and should finish its work in mid-spring. 
There was no condition made about the interim appointment and added that it is an open national 
search. 

Chair Fey then announced the Board would enter Executive Session to consider 
Appointments with Tenure, UMASS Dartmouth, UMASS Worcester, Awards of Tenure, 
UMASS Amherst, UMASS Lowell and UMASS Worcester, and Transfer of Tenure, 
UMASS Amherst and UMASS Lowell . Chair Fey announced that the Board would not 
reconvene in open session. 

It was moved, seconded and 

VOTED : To enter Executive Session to consider Appointments with Tenure, UMASS 
Dartmouth, UMASS Worcester, Awards of Tenure, UMASS Amherst, 
UMASS Lowell and UMASS Worcester, and Transfer of Tenure, UMASS 
Amherst and UMASS Lowell 

Chair Fey voted for the motion as did Vice Chair Giblin, Trustees Austin, Boyle, DiBiaggio, 
Dubilo, Karam, Kennedy, King, Labrecque, James Mahoney, Robert Mahoney, McCarthy, 
Moes, O'Shea, Rainey, Sheridan and White. The time was 10:40 a.m. 



/2> ofckiM^ ^- 0p4)^v~ 

Barbara F. DeVico 

Secretary to the Board of Trustees 



■15- 



I 



UNIVERSITY OF MASSACHUSETTS 
AMHERST»BOSTON»DARTMOUTH»LOWELL«WORCESTER 

MINUTES OF THE MEETING OF THE 
BOARD OF TRUSTEES 

Wednesday, November 10, 2004; 9:15 a.m. 

Ballroom, Campus Center 

University of Massachusetts 

100 Morrissey Boulevard 

Boston, Massachusetts 

Trustees Present : Chair Karam; Vice Chair White; Trustees Armstrong, Austin, Boyle, 
DiBiaggio, Dubilo, Kennedy, King, LaBrecque, Mahoney, McCarthy, Moseley, Murphy, 
O'Shea, Pearl, Pham, Rainey and Sheridan 

Trustees Absent : Trustees Cassel, Erving and Fey 

University Administration : President Wilson; General Counsel O'Malley; Chancellors 
Lombardi, Motley, MacCormack, Hogan and Lazare; Vice Presidents Julian, Chmura, Gray and 
Lenhardt; Associate Vice President Harrington 

Faculty Representatives : Professor O'Connor, UMASS Amherst; Professor May, UMASS 
Amherst; Professor Schwartz, UMASS Boston; Professor UMASS Lowell, Dr. Cooke, UMASS 
Worcester 

Chair Karam convened the meeting at 9: 15 a.m. 

The first item on the agenda was Consideration of Minutes of the Previous Meeting of the 
Board . 

It was moved, seconded and 

VOTED : To approve the minutes of the August 4, 2004 meeting of the Board. 

The next item on the agenda was the Chair's Report . Chair Karam thanked Chancellor 
Motley for his hospitality that has been shown to the Board and commented on the newest jewel 
of the University, the UMASS Boston Campus Center. 

Chair Karam then introduced the newest members of the Board: Dr. John Armstrong, former 
Vice President of Science Technology at IBM, a participant with the engineering college at 
UMASS Amherst and a recent recipient of the UMASS President's Medal. Dr. Janet Pearl is the 
co-director of the Pain Management Center at St. Elizabeth's Medical Hospital; Julius Erving 
could not be here today due to a prior commitment. 



Board of Trustees 
November 10, 2004 



Chair Karam thanked the three colleagues who recently left the Board: Diane Bissonnette 
Moes, James Mahoney and William Giblin. Each played an important role in the University's 
growth and will be honored in a formal manner in the near future. 

Chair Karam thanked President Wilson and Chancellor MacCormack for the comprehensive 
presentation concerning the proposed merger of the Southern New England School of Law with 
the University at yesterday's meeting of the Committee of the Whole. They did a good job 
answering questions posed by the Board, the Legislature and the Governor's office. We expect 
the process to move forward in a timely fashion. 

Chair Karam then introduced Trustee Pham to give the Student Trustee Report, UMASS 
Boston . Trustee Pham reported on the successes of the Boston campus through hard work, 
community engagement and leadership. Recently UMASS Boston was awarded a $12.5 million 
grant to reform education for Boston public school students. Through the Center for 
Collaborative Leadership, former Chancellor Sherry Penney is training and developing future 
Boston leaders. 

Our students are some of the best and brightest, winning Fulbright Scholarships while 
working full and part-time jobs and taking care of their families. Through the challenges of 
budget cuts and tuition increases and personnel changes, Chancellor Motley, Provost Fonteyn, 
Vice Chancellor O'Connor and their teams have provided strong and stable leadership. 

Trustee Pham continued his report by noting the challenges that are before us: the 
infrastructure on the Boston campus. Basic maintenance and upgrades cannot be made because 
of budget constraints. Every day we defer these repairs we risk the safety and security of our 
students including students with disabilities. He asked the support of the Trustees, President 
Wilson and the Boston campus officials to get the funding we need to make the basic repairs and 
make students feel safe and secure. 

Trustee Pham is also working on international student services. They are important members 
of this community. There are several areas where we could provide better services and this issue 
will continue to be addressed. 

Chair Karam thanked Trustee Pham and indicated the capital needs of this campus and the 
other campuses are in the forefront of the Board's thoughts. 

The next item was the President's Report . President Wilson reported on the recent efforts 
to improve the infrastructure problems on the Boston campus. The head of DCAM, 
Commissioner David Perini with Chancellor Motley walked through the parking garage where 
he saw the importance of the problems. There is an awareness of the infrastructure problems on 
all of the campuses and we are developing a plan to deal with these issues. 

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Board of Trustees 
November 10, 2004 



President Wilson welcomed the newest members of the Board and expressed his appreciation 
to all the members of the Board for the time and energy they put into this University. 

The University has been able to stabilize student charges; the Board has set the goal to keep 
our student charge increases under the rate of inflation and have communicated that to the 
Legislature; with stable state funding we will be able to achieve that goal. The proposed lease of 
new office space will include a University Club - this will begin a new way of doing business, a 
new bolder approach to connecting with our alumni and friends. 

Each of our campuses is engaged in ventures to increase non-state revenue. There has been a 
lot of progress made in our fundraising efforts; our endowment has grown, the number of 
endowed chairs has risen. Joseph Cofield played a big part in these efforts. He has announced 
he is leaving the Foundation to take on some new challenges; President Wilson recognized his 
contributions and thanked him for his work. 

President Wilson commended Chancellor MacCormack and her staff for their work on the 
law school proposal and her work presenting the information to the Board. There has been a lot 
of positive feed back on the subject including the social and educational benefits that this merger 
would deliver. Dialogue will continue with the Board in the coming weeks about this proposal. 

On November 1st the UMASS Boston Chancellor Search Committee held its first meeting. 
The Committee consists of outstanding members chaired by Trustee Stacey Rainey. The Search 
is expected to meet throughout the year; we hope to have someone in place no later than the Fall 
of next year. 

President Wilson reported on the success of the Red Sox and the challenges the celebrations 
have brought to the campuses. The Chancellors working with student leaders and public safety 
officers were pro active in the preparations of the celebrations. There were no serious injuries 
and property damage was held at a minimum. The disturbances were clearly fueled by alcohol; 
each of our campuses has very strong alcohol policies which helped deal with these issues. The 
student newspapers were also pro-active with the issues and clear about the need for students to 
celebrate appropriately. 

The Boston campus in partnership with the Boston Public Schools, announced with Senator 
Kennedy, a twelve and half million dollar grant from the National Science Foundation. On 
October 1st, the Dartmouth campus opened its College of Business building. The Boston 
campus recently hosted former First Lady Rosalynn Carter at which time the Partnership Award 
was presented to recognize the collaboration between Clark University and the Non-Profit 
Community Development Corporation. 

The Lowell campus along with Northeastern University and the University of New 
Hampshire won a $12.6 million grant for the National Science Foundation to establish a Center 

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November 10, 2004 



for Nanomanufacturing. The Amherst campus recently welcomed back Bill Cosby who helped 
raise a million and a half dollars for scholarships. In addition, the School of Nursing received a 
$957,000 grant from the Department of Health and Human Services to help minorities and 
disadvantaged students in this field. 

The Medical School has continued to grow in licensing agreements sponsoring a research 
agreement related to cancer detection technology. Chancellor Lazare has recently been in the 
news due to his well received book on the subject of apologies. 

General Counsel O'Malley then provided an update on a recent case involving a former 
employee of the Medical Center. In 1999, the Board voted to terminate an employee from the 
Medical School for unsatisfactory performance. This action generated multiple law suits. The 
case went to trial and the judge directed a verdict for the University. The Massachusetts Appeals 
Court reversed that ruling and sent it back to trial. We then petitioned the Supreme Judicial 
Court who agreed to review the case and the court issued an opinion in September vindicating 
the University's actions. 

The next item on the agenda was the Report of the Committee on Academic and Student 

Affairs . Trustee Austin, Chair of the Committee reported that the Committee met on October 
19 th . There had been the President's Public Service Awards presentation. There had also been 
reports on the Preliminary Enrollment figures for Fall, 2004, the 2003-2004 Periodic Multi-Year 
Review Cycle and the 2003-2004 Academic Quality Assessment and Development cycle. 

There had been a discussion on the proposed merger of the Southern New England Law 
School with UMASS Dartmouth. Chancellor MacCormack presented information related to the 
academic quality of the law school and the steps necessary to receive ABA accreditation. 

The first action item concerned the Appointment of James F. Kurose as a Distinguished 

Professor, UMASS Amherst . Dr. Kurose was praised for his work as a researcher, teacher and 
former recipient of the President's Public Service Award. 

It was moved, seconded, and 

VOTED : To concur with the President in the appointment of James F. Kurose as a 
Distinguished Professor at the University of Massachusetts Amherst. (Doc. T04- 
068) 

Chair Austin stated that the Awards and Appointments of Tenure would be taken up in 
Executive Session. 

The next item was the Report of the Committee on Administration and Finance . Trustee 
Dubilo, Chair of the Committee reported that the Committee had met on October 21 st . President 

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November 10, 2004 



Wilson and Vice President Lenhardt gave brief reports on current financial activities in the 
University. The Committee heard extensive reports from the University's Controller and Budget 
Director related to the FY04 audited financial results and the budget for FY05. 

There was also a lengthy discussion regarding the law school initiative. 

The first item was approval of the FY2004 University Financial Report . It was moved, 
seconded and 

VOTED : To approve the FY2004 University Financial Report, as contained in Doc. T04- 
076. 

The next item was Fiscal Year 2005 University Operating Budget . It was moved, 
seconded and 

VOTED : To approve the FY2005 University Operating Budget, as contained in Doc. T04- 
077. 

The next item was Fiscal Year 2006 State Budget Request Authorization . It was moved, 
seconded and 

VOTED : To authorize the President to prepare and submit the Fiscal Year 2006 State 
Appropriation request. (Doc. T04-078) 

The next item was Designation of Surplus Land, UMASS Lowell . It was moved, seconded 
and 

VOTED: Notwithstanding paragraph three of the section titled "Disposition of Real 
Property" of Trustee Policy T93-122, as amended, the Board of Trustees herby 
declares the land, with all building thereon for the parcels commonly known as 
Building #12, the Hub Hosiery Building and Building #14, the McQuade 
Building, of the Lawrence Mills properties in the city of Lowell surplus. 

The land, with all buildings thereon, commonly known as the McQuade Building 
(or Building #14), the Hub Hosiery Building (or Building #12), and the Agent's 
House (or Administration Building) and located on the northly side of Perkins 
Street in Lowell, Middlesex County, Massachusetts, being shown as Parcels 4 and 
6 on a plan entitled "Approval not Required ("ANR") plan, Lawrence Mills 
Redevelopment, Lowell, Massachusetts" prepared by Harry R. Feldman, Inc., 
Land Surveyors, Boston, MA dated August 14, 2003. 



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November 10, 2004 



In addition, the parking surface site located to the southwest of Parcels 4 and 6 on 
said plan and bounded by Perkins St. to the north, Cabot St. to the west, Suffolk 
St to the east and Hall St to the south is declared surplus. 

Provided further, that the parking surface surplus shall be contingent upon the 
continued parking access for the University until such time as a new parking 
structure is complete. 

The exact boundaries of the parcel shall be determined by the commissioner of 
the division of capital asset management in consultation with the Lowell campus 
and the University. (Doc. T04-079) 

The next item was Designation of Surplus Land, UMASS Lowell . It was moved, seconded 
and 

VOTED: Pursuant to the requirements of chapter 344 of the Acts of 2004 and 
notwithstanding paragraph three of the section titled "Disposition of Real 
Property" of Trustee Policy T93-122, as amended, the Board of Trustees herby 
declares the parcel of property located at 600 Suffolk Street in the city of Lowell 
surplus. Said parcel of property is more fully described in section 2 of said 
chapter 344 as follows: 

The land, with all buildings thereon, commonly known as 600 Suffolk Street and 
located on the northerly side of Suffolk Street in Lowell, Middlesex County, 
Massachusetts, being shown as Phase I as shown on a "Compiled Plan of Land In 
Lowell, Mass. For Wannalancit office and Technology Center Realty Trust", 
Scale 1"=20', dated March 25, 1983, by Robert M. Gill Associates, Inc., Civil 
Engineers & Surveyors, Lowell, Mass. (the "Plan"), which Plan is recorded with 
the Middlesex North District Registry of Deeds at Plan Book 140, Plan 1, 
containing 43,369 square feet of land, more or less; and Lot C on Plan entitled 
"Compiled Plan of Land In Lowell, Mass.", dated September 13, 1982, Scale 
111=40', prepared by Robert M. Gill & Associates, Inc., Lowell, Massachusetts, 
which Plan is recorded with the Middlesex north district registry of deeds at Plan 
Book 137, Plan 121, containing 90,487 square feet of land, more or less. 

The exact boundaries of the parcel shall be determined by the commissioner of 
the Division of Capital Asset Management in consultation with the Lowell 
campus and the University. (Doc. T04-080) 

The next item was Establishment of the Development Assistance Trust Fund, UMASS 
Lowell. It was moved, seconded and 



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Board of Trustees 
November 10, 2004 



VOTED: To establish, in accordance with the provisions of Chapter 75 of the General 
Laws, and pursuant to Chapter 344 of the Acts of 2004, the Development 
Assistance Trust Fund for the Lowell campus. The purposes of the trust fund 
shall include, but not be limited to, the promotion of a sound and stable economy 
and a highly trained workforce, the encouragement of interdisciplinary research 
and partnerships with community and industry, the support and improvement of 
the health of individuals and communities, and the spurring of the job creation 
necessary for the maintenance and growth of the technology and manufacturing 
sectors of the Massachusetts economy. All revenues and expenditures relative to 
the development, operation, repair, and maintenance of the St. Joseph's hospital 
property, as determined in said chapter 344, shall be deposited in and expended 
from the trust fund. 

The Chancellor shall produce a report annually on the activities supported by the 
trust fund and shall submit copies of the report to the president, the office of the 
inspector general, the chairmen of the house and senate committees on ways and 
means, and the chairmen of the joint committee on state administration. (Doc. 
T04-081) 

The next item was Lease of Space, University of Massachusetts Building Authority . It 

was moved, seconded and 

VOTED: BE IT RESOLVED: 

WHEREAS, University of Massachusetts Building Authority (the "Authority") is authorized 
by Chapter 773 of the Acts of 1960, as amended, among other things, (a) to 
provide dormitories, dining commons and other buildings and structures for the 
use of the University of Massachusetts (the "University"), its students, staff and 
their dependents and certain organizations related to the University, (b) upon 
written request made by authority of the Board of Trustees (the "Trustees") of the 
University, to acquire, add to, alter, enlarge, reconstruct, remodel and do other 
work in or upon or respecting any building or structure and (c) to provide and 
install furnishings, furniture, machinery, equipment and facilities in or for or 
related to any such building or structure; and 

WHEREAS, the Authority is further authorized by said Chapter 773 to acquire real and 
personal property by lease, purchase or otherwise; and 

WHEREAS, in the judgment of the Trustees it is in the best interests of the University, its 
students, staff and their dependents and said organizations that the Authority carry 
out the undertakings described below; 



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Board of Trustees 
November 10, 2004 



NOW, THEREFORE, BE IT RESOLVED THAT 

1 . The President of the University be and he hereby is authorized in the name and on behalf 
of the Trustees to make a written request of the Authority that the Authority undertake 
the following: 

(a) Through lease, purchase or otherwise, to obtain premises in the City of Boston 
suitable for the offices of the President and the Board of Trustees of the 
University, and for such ancillary and auxiliary purposes, including offices for the 
University of Massachusetts Foundation, Inc. and facilities for meetings and 
dining, as the President may determine and to lease or sublease, as applicable, to 
the University and the University of Massachusetts Foundation, Inc. the portion of 
such premises to be used by the respective entity; and 

(b) To alter, reconstruct, remodel and do other work in or upon or respecting such 
premises and to provide and install furnishings, furniture, machinery, equipment 
and facilities in or for such premises, all to make such premises suitable for their 
intended purposes. 

2. The President of the University and the Vice President for Management and Fiscal 
Affairs and Treasurer of the University, be and they are and each acting singly is 
authorized and directed to do such other things and to take such other action as the officer 
or officers so acting shall, as conclusively evidenced by their taking the action hereby 
authorized, deem necessary or desirable to be done or taken to carry into effect the 
undertakings of the Authority hereby authorized. (Doc. T04-074) 

The next item was Renovation of Space for Use by the University, the University of 
Massachusetts Foundation Inc. and the University of Massachusetts Building Authority . 

It was moved, seconded and 

VOTED: BE IT RESOLVED: 

WHEREAS, University of Massachusetts Building Authority (the "Authority") is authorized 
by Chapter 773 of the Acts of 1960, as amended, among other things, to provide 
dormitories, dining commons and other buildings and structures for the use of the 
University of Massachusetts (the "University"), its students, staff and their 
dependents and certain organizations related to the University, to alter, enlarge, 
reconstruct, remodel and do other work in or upon or respecting any building or 
structure, to provide and install furnishings, furniture, machinery, equipment and 
facilities in or for or related to any such building or structure and to initiate 
projects for such purposes upon written request made by authority of the Board of 
Trustees (the "Trustees") of the University; and 

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Board of Trustees 
November 10, 2004 



WHEREAS, in the judgment of the Trustees it is in the best interests of the University, its 
students, staff and their dependents and said organizations that the Authority 
initiate the projects described below; 

NOW, THEREFORE, BE IT RESOLVED THAT 

1. The President of the University be and he hereby is authorized in the name and on behalf 
of the Trustees to make a written request of the Authority that the Authority initiate the 
following projects: 

(a) to alter, reconstruct, remodel and do other work in or upon or respecting premises 
obtained by the Authority through lease, purchase or otherwise in the City of 
Boston for use as the offices of the President and the Board of Trustees of the 
University, and for such ancillary and auxiliary purposes, including offices for the 
University of Massachusetts Foundation, Inc. and facilities for meetings and 
dining, as the President may determine, and to provide and install furnishings, 

such premises suitable for their intended purposes; and 

(b) in addition to or in lieu of said project, any other construction of or renovation, 
repair, remodeling or other work in or upon or respecting any building or structure 
owned, leased or used by the University or the Authority, or the provision, 
installation, renovation, repair or remodeling of or other work upon or respecting 
any furnishings, furniture, machinery, equipment or facilities with respect to any 
such building or structure, all as may be requested of the Authority in writing 
from time to time by the President of the University, by the Vice President for 
Management and Fiscal Affairs and Treasurer of the University, or the Executive 
Vice President of the University, the making of such request being hereby 
authorized. 

2. The President of the University and the Vice President for Management and Fiscal 
Affairs and Treasurer of the University be and they are and each acting singly is 
authorized and directed to do such other things and to take such other action as the officer 
or officers so acting shall, as conclusively evidenced by their taking the action hereby 
authorized, deem necessary or desirable to be done or taken to carry into effect the 
undertaking by the Authority of the projects hereby authorized 

3. This vote is intended as the expression of the University's "official intent" under Section 
1.150-2(d) (1) and (e) of the regulation promulgated by the United States Treasury 
Department under the Internal Revenue Code of 1986, as amended, toward the issuance 
of revenue bonds under said Chapter 773 or other applicable legislation for financing and 
refinancing the cost of any or all of the projects described in paragraph 1(a) or paragraph 
1(b) above. (Doc. T04-085). 

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November 10, 2004 



The next item was Public Higher Education Endowment Incentive Program 
Implementation Policy . It was moved, seconded and 

VOTED: The Board of Trustees hereby delegates to the President the authority to develop 
guidelines and procedures for the implementation of the Public Higher Education 
Endowment Incentive program established under section 15E of Chapter 15A of 
the General Laws, as amended by Chapter 352 of the Acts of 2004, for the 
University of Massachusetts including its five campuses. 

Subject to annual state appropriation the Commonwealth's contributions shall 
match private contributions equal to $1 for every $2 privately contributed to the 
Board of Trustees or the University of Massachusetts Foundation, Inc. and added 
to the University's endowment. 

Private contributions to the endowment for purposes of this program shall be 
limited to donations to an endowment for academic purposes including, but not 
limited to, scholarships, endowed chairs and contributions in support of academic 
facility construction and maintenance approved by the Board of Trustees. 

The program shall be administered by the Foundation in accordance with 
procedures established by the President and filed with the House and Senate 
Committees on Ways and Means by no later than December 15, 2004. 

Such procedures shall include a method to certify to the house and senate 
committees on ways and means the actual amount received in private 
contributions to the endowment in each fiscal year. Such procedures shall also 
include safeguards for protecting the anonymity of donors who indicate their 
desire not to be identified. (Doc. T04-083) 

The next item was Fiscal Year 2005 Treasurer's Report . It was moved, seconded 

VOTED : To approve the FY2004 Treasurer's Report, as contained in Doc. T04-084. 

The next item was Authorization for Intercampus Loan . It was moved, seconded 

VOTED: To authorize the President of the University to approve a loan from the Worcester 
campus, in the amount of $3,000,000, to the President's Office University 
Information Technology Services division for the purposes of financing the 
Intercampus Student Information System (ISIS) Project of the Boston, Dartmouth 
and Lowell campuses. Said loan shall be repaid by the Boston, Dartmouth and 
Lowell campuses on such terms, with the interest rate to be established by the 

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Board of Trustees 
November 10, 2004 



University Treasurer on January 1, 2005 and shall be documented by fully 
executed line of credit agreements. 

To authorize the President to do such other things and to take such other action as 
he deems necessary or desirable to carry into effect the matters herein authorized. 
(Doc. T04-082) 

Trustee Mahoney, Chair of the Development Committee then gave the Development 
Committee Report . He first added his thanks to Joseph Cofield for the great job he has done 
through some trying times. There was then a round of applause. 

He then welcomed the new Trustees to the Board and announced that it is time for the 
President's Annual Fund appeal. 

The Committee had met on November 9th and discussed the Status of Fundraising Goals 
for 2004-2005. The goal for the year had been $75 million, up from $63 million in FY04. Each 
of the campuses are optimistic about achieving their goals. Due to the President's and Executive 
Vice President's efforts, we were able to get a matching state fund this year, $9 million on a .50 
on the dollar match. We must raise $18 million to take advantage of the $9 million. 

We will soon be reviewing lists of prospects for this current year that will be able to make 
some major contributions and will be calling on the Trustees for a breakfast meeting to review 
some of these names. 

Chair Karam reiterated that we will be calling on the Board members to become active 
participants asking Trustees to identify prospective donors and possibility arrange for an 
introduction. Every Trustee is a fundraiser. President Wilson noted that we have $20 million 
from the Nantucket Conservation Foundation and will have to raise money to make that match. 

Chair Karam then thanked Trustee Rainey for agreeing to Chair the Chancellor's Search 
Committee and the Trustee members that have agreed to serve on this search. 

Trustee Rainey, Chair of the Chancellor's Search Committee, UMASS Boston gave a brief 
update. Over the last several weeks Trustee Rainey has had conversations with members of 
faculty and students on the Boston campus and has been impressed with the energy and 
commitment that exists to bring the campus to the next level. 

The Search Firm, A.T. Kearney has been hired. A series of meetings on the campus have 
been scheduled to gather input from faculty, staff, students and alumni involved in the campus 
community. We are on track to have the process completed by April, have a list of candidates 
for the President to consider, and a recommendation to the Board at the May meeting. If the 
Trustees have any suggestions for candidates they should contact Trustee Rainey. 

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November 10, 2004 



Trustee Rainey thanked Vice President Chmura and Susan Kelly for assisting in the search 
process and indicated there would be an update on the search at the February Board meeting. 

The Search Committee vote was moved and seconded. 

Trustee McCarthy was recognized and requested that a member of Labor be added to the 
Committee; this has been the practice of past searches. Chair Karam and President Wilson 
agreed to make this addition. It was then 

VOTED: To concur with the Chair of the Board in the naming of the Search Committee at 
the University of Massachusetts at Boston: 

UMASS Boston Search Members : 

Stacey R. Rainey, Chair 
Kristine Alster 
Mark Atkins 
Dennis Austin 
Lawrence Boyle 
Robert Chen 
Patricia Flaherty 
Terrence Gomes 
Robert Johnson 
Thomas Keady 
Michael Keating 
William Kennedy 
Winston Langley 
Regina McCarthy 
Denise Patmon 
Tuan Pham 
Robert Sheridan 
Mary Stevenson 
Manickam Sugumaran 

(Doc. T04-086) 

The next item was a routine action adding the newest members of the Board to the 
Department of Defense Exclusion List . 



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Board of Trustees 
November 10, 2004 



It was moved, seconded and 

VOTED : WHEREAS, current Department of Defense Regulations contain a provision 
making it mandatory that the Chairman of the Board, the President, the Secretary, 
and the designated Facility Security Officer meet the personnel clearance 
requirements established for a contractor's facility clearance; and 



WHEREAS, 



said Department of Defense Regulations permit the exclusion from the personnel 
clearance requirements of certain members of the Board of Trustees and other 
officers, provided that this action is recorded in the minutes. 



NOW, THEREFORE, BE IT DECLARED that the Chairman of the Board, the President, the 
Secretary and the designated Facility Security Officer at the present time do 
possess, or will be processed for, the required security clearance; and 

BE IT RESOLVED that in the future, when any individual enters upon any duties as Chairman 
of the Board, the President, the Secretary or the designated Facility Security 
Officer, such individual shall immediately make application for the required 
security clearance; and 

BE IT RESOLVED FURTHER that the following members of the Board of Trustees and other 
officers shall not have, and can be effectively excluded from access to all 
classified information in the possession of the corporation and do not occupy 
positions that would enable them to affect adversely policies or practices in the 
performance of classified contracts for the Department of Defense or the User 
Agencies of its Industrial Security Program: 



NAME 



TITLE 



John A. Armstrong 


Trustee 


Dennis G. Austin 


Trustee 


Lawrence F. Boyle 


Trustee 


Christine K. Cassel 


Trustee 


John A. DiBiaggio 


Trustee 


Edward A. Dubilo 


Trustee 


Julius Erving 


Trustee 


Grace K. Fey 


Trustee 


James J. Karam 


Trustee 


William F. Kennedy 


Trustee 


Jeffrey King 


Trustee 


Michael E. Labrecque 


Trustee 


Robert M. Mahoney 


Trustee 


Robert McCarthy 


Trustee 



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Matthew J. Moseley 
Matthew V. Murphy 
William T.O'Shea 
Janet D. Pearl 
Tuan Pham 
Stacey R. Rainey 
Robert K. Sheridan 
Karl E. White 



Trustee 
Trustee 
Trustee 
Trustee 
Trustee 
Trustee 
Trustee 
Trustee 



Chair Karam then announced the Board would enter Executive Session to consider certain 
Appointments and Awards with Tenure , Honorary Degrees and Certain Real Estate and 
Collective Bargaining Matters . The Board will not reconvene in Open Session. The Secretary 
will call the Roll; Trustees are requested to state yes or no. 

It was moved, seconded and 

VOTED : To enter Executive Session to consider certain appointments and awards with 
tenure, honorary degrees and certain real estate and collective bargaining matters. 

Chair Karam voted for the motion as did Vice Chair White, Trustees Armstrong, Austin, 
Boyle, DiBiaggio, Dubilo, Kennedy, King, LaBrecque, Mahoney, McCarthy, O'Shea, Pearl, 
Rainey and Sheridan. The time was 10:05 a.m. 




XfhVMAf 



Barbara F. DeVico 

Secretary to the Board of Trustees 



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UNIVERSITY OF MASSACHUSETTS 

AMHERST»BOSTON»DARTMOUTH»LOWELL»WORCESTER 

MINUTES OF THE SPECIAL MEETING OF THE 
BOARD OF TRUSTEES 

Tuesday, December 21, 2004; 10:00 a.m. 

Board Room - 26 Floor 

One Beacon Street 

Boston, Massachusetts 

Trustees Present : Chair Karam; Vice Chair White; Trustees Armstrong, Austin, Boyle, Dubilo, 
Fey, Kennedy, King, LaBrecque, Mahoney, McCarthy, Moseley, Murphy, Pham, Rainey and 
Sheridan 

Trustees Present Via Conference Call : Trustees Cassel, DiBiaggio and O'Shea 

Trustees Absent : Trustees Erving and Pearl 

University Administration : President Wilson; General Counsel O'Malley; Chancellors 
Lombardi, Motley, MacCormack, Hogan and Lazare; Vice Presidents Julian, Chmura, Gray, 
Lenhardt and Harrington 

Faculty Representatives : Professor O'Connor, UMASS Amherst; Professor Schwartz, UMASS 
Boston 

Chair Karam convened the meeting at 10:05 a.m. 

The first item on the agenda was the Chair's Report . Chair Karam welcomed everyone and 
provided some background information that led to today's meeting. The Board will consider the 
establishment of the first public law school in the Commonwealth and the donation of the assets 
from the Southern New England School of Law (SNESL). The Law School already has a first 
rate facility and well stocked library. 

The process that has led to today's proposal has been prudent and comprehensive. President 
Wilson and Chancellor MacCormack have been involved with the due diligence and have kept 
the Board members informed of the process through Committee meetings, including a two hour 
meeting of the Committee of the Whole. There have been multiple meetings with members of 
the Legislature and the Governor's staff and the members of the Board of Higher Education. 

Chair Karam commended the staff at the Law School for their help with the process. They 
have opened their records, answered every question, confident that their record of improvement 
would stand the test of criticism aimed at the proposed merger. The Trustees were also 
commended for their involvement in this process. 



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The next item was the President's Report . President Wilson reported that the proposal has 
been through a thorough and careful process. This is an important step for the University and the 
right step for the Commonwealth. Additional, significant reviews with external reviewers will 
provide an opportunity for public comment 

While there has been opposition from several sources, the proposal has attracted numerous 
expressions of support from the legal, business and academic community. Numerous 
newspapers and commentators have offered support such as The Boston Globe , The New 
Bedford Standard Times , The Providence Journal , members of Congress, several Mayors as well 
as other lawmakers, the Legal Aid community, state college and community presidents, members 
of the judiciary and former Governor William Weld. 

President Wilson reported that this morning we received a letter of support from Senate 
Ways and Means Chair, Therese Murray. The proposal will provide opportunities for UMASS 
faculty members with legal expertise to teach possibly through UMASSOnLine. A financial 
plan will allow us to move this law school forward without using state funds. We will receive a 
$10 million asset and $1.5 million reserve fund with this donation. The Law School already has 
state and regional accreditation and is on the path to win ABA accreditation. 

The Law School will be based in Dartmouth capped by 585 students; these stipulations will 
more than protect the competitive interests of any law school in this state. Chancellor 
MacCormack has proven success as a fiscal manager, been involved in numerous successful 
program accreditations and has led two of our five campuses. Her track record instills 
confidence. 

President Wilson wrapped up his comments by stating that this proposal is a major step for 
the University and one that we should take. The creation of the University of Massachusetts 
School of Law will provide an opportunity to advance our goals of equal admission to education, 
research and public service. 

Chair Karam then read a statement from Trustee Janet Pearl who could not be here today: 

"Although I can not participate in the University of Massachusetts Board of Trustees meeting 
today, I am writing this email to express my support for the proposed merger between the 
University of Massachusetts and the Southern New England School of Law. If I could be 
present to vote, I would vote in support of the merger. 

I feel that it is important for Massachusetts to be able to offer a public law school education to its 
residents: 1) to provide a more affordable option to attend law school in the state and 2) to 
provide a doorway to public interest law, which at the moment, is an area of need in 
Massachusetts. 



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Board of Trustees 
December 21, 2004 



A University of Massachusetts law school will likely create research and collaborative 
opportunities amongst the campuses and with local industries. These opportunities will 
strengthen the University of Massachusetts as a whole, and the Dartmouth campus, in particular. 

I am impressed with the due diligence that President Wilson and Chancellor MacCormack have 
done on this issue, and, even more so, with their personal expressions of faith in the success of 
this proposed merger, including the feasibility of establishing accreditation for the UMass law 
school. They have each noted that this merger would not drain significant finances (other than 
$650K/year for three years) from the University of Massachusetts and would not require 
additional financial support from the state." 

The Board then heard from several speakers who had requested an appearance before the 
Board. 

Representative Gale Candaras spoke of her opposition to the law school. 

Representative Robert Correira spoke of his support for the law school as did Paul Walsh, 
District Attorney, Bristol County. 

Senator Mark Montigny was scheduled to speak but did not attend the meeting. 

Trustee Dennis Austin then made a motion to approve the establishment of the University of 
Massachusetts School of Law. 

The motion was seconded by Trustee McCarthy. 

Trustee Kennedy then offered an amendment to the motion that would indicate the Law 
School would remain in the Dartmouth area. The amendment was moved and seconded. 

Responding to questions about the amendment, General Counsel O'Malley indicated that the 
amendment was a declaration of present intent but could not restrict the Board from amending it 
in the future. 

Trustee Fey stated her confidence that due diligence has been completed. As the Trustee 
representative on the Board of Higher Education she stated her belief that the proposed merger 
will provide academic benefits to the Dartmouth campus and the University system. 

It was then 

VOTED : To approve the amendment to the original motion adding the line in the second 
sentence after located in "and shall remain in,". 



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Board of Trustees 
December 21, 2004 



Chair Karam then opened up the meeting for discussion. 

Trustee Boyle indicated that nine weeks have passed since the law school issue was raised; 
this has not been enough time for review; there have been four requests for the establishment of 
an ad hoc committee to study the issue, all requests have been denied. The search for a new 
Chancellor at UMASS Boston is underway and is expected to last many months. The law school 
imitative should be vetted; the University has more important priorities such as the parking 
garage at UMASS Boston. 

Trustee Sheridan stated his appreciation for his role as a Trustee; he too believes the 
University has other priorities at this time such as the need for a new athletic center at the 
Amherst campus, developing a strategy to deal with the declining enrollment at the Boston 
campus and increasing public and private funding to provide the University with the necessary 
resources to achieve the desired level of excellence. 

Chair Karam reminded the Board that the Medical School went through the same doubts. 
Trustee Mahoney stated his support for the law school and believes it has been shown to be an 
affordable endeavor. Trustee McCarthy believes the law school will be a wonderful asset for the 
University and strongly supports the initiative. 

Trustee Moseley from the Dartmouth campus spoke of his support for the law school and 
what it will mean to the region. 

At 1 1:20 a.m. Trustee Cassel ended her conference call and indicated her support for the law 
school. 

Chair Karam then recognized Senator Menard a supporter of the law school proposal. 

President Wilson reported that the law school initiative will not get in the way of other 
University priorities; it will actually support some of the other things we are trying to do. The 
law school is financially stable and will create private fundraising opportunities. 

President Wilson reported that the Commissioner of DCAM recently visited the Boston 
campus and is aware of its needs. We will continue to address the priorities and needs of the 
other campuses; the law school will not interfere with our goals but enhance our goals. 

Trustees DiBiaggio and O'Shea, although they could not vote because of their attendance via 
teleconference call, offered their support for the proposal and believe that the important 
questions have been answered. 






Board of Trustees 
December 21, 2004 



Following comments from other Trustees, Vice Chair White commended Chancellor 
MacCormack for her efforts with this initiative. He believes the issue has been properly vetted 
through several meetings and all questions have been answered. The Dartmouth campus has 
demonstrated effectiveness in building new academic programs and winning national 
accreditations. The University is in position to launch a public law school that will serve the 
citizens of the Commonwealth. 

It was then 

VOTED : To approve the establishment of a law school to be known as the University of 
Massachusetts School of Law. Said school shall be located in and shall remain in, 
and operated from Dartmouth, Massachusetts and shall be so maintained and 
operated as to comply with the standards approved by nationally recognized legal 
associations for accredited schools of law. The enrollment of said School of Law 
shall not exceed five hundred and eighty-five students. 

1 .The President is authorized to enter into an agreement or series of agreements 
with the Southern New England School of Law to effectuate the accomplishment 
and establishment of a university law school. 

2. (a) The President is authorized to request, on behalf of the University, the 
University of Massachusetts Building Authority, to acquire by donation or 
otherwise the buildings, grounds and other assets of the Southern New England 
School of Law, to review the possibility of refinancing the existing debt of the 
Southern New England School of Law with tax-exempt debt or otherwise to 
reduce the debt service obligations, to undertake such refinancing if it is economic 
and feasible, and to carry out any other activities necessary or convenient to said 
acquisition of said buildings, grounds and other assets. 

(b) This vote is intended as the expression of the University's "official intent" 
under Section 1.150-2(d) (1) and (e) of the regulation promulgated by the United 
States Treasury Department under the Internal Revenue Code of 1986, as 
amended, toward the issuance of revenue bonds by the University of 
Massachusetts Building Authority for financing and refinancing the cost of the 
project described in subparagraph 2(a) of this vote. 

3. Upon establishment of the School of Law and final closing of the agreement(s) 
authorized in the preceding sections, the J.D. in Law at the University of 
Massachusetts Dartmouth as contained in Doc. T04-088 is approved, subject to 
the right and duty of the President to implement any modifications or 
improvements pursuant to trustee policy on academic degree programs, as he 
deems necessary or desirable. 

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Board of Trustees 
December 21, 2004 



4. The Vice President for Management and Fiscal Affairs and Treasurer and 
General Counsel are authorized and directed to perform all due diligence to assure 
that the President is advised as to the prudent exercise of the authority granted 
herein. (Doc. T04-087) 

Trustees Boyle and Sheridan voted against the motion. 

There being no further business to come before the Board, the meeting was adjourned at 
11:34 a.m. 



BarbaraT. DeVico 

Secretary to the Board of Trustees 



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UNIVERSITY OF MASSACHUSETTS 

AMHERST*BOSTON«DARTMOUTH»LOWELL»WORCESTER 

MINUTES OF THE MEETING OF THE 
COMMITTEE ON ACADEMIC AND STUDENT AFFAIRS 

Wednesday, January 21, 2004; 8:00 a.m. 

Board Room 

One Beacon Street - 26th Floor 

University of Massachusetts 

Boston, Massachusetts 

Committee Members Present : Chair White; Vice Chairs Boyle and Sheridan; Trustees Austin, 
DiBiaggio, Fatemi, Kennedy, Marcalo, Morand and Reed 

Committee Members Absent : Trustee Cassel, Giblin and Mahoney 

University Administration : President Wilson; General Counsel O'Malley; Vice Presidents 
Chmura, Gray, and Lenhardt; Ms. Harrington, Associate Vice President; Chancellors Lombardi, 
Gora and MacCormack; Provosts Seymour, Fonteyn, Esposito and Wooding; Vice Chancellor 
Scheid, UMASS Worcester 

Faculty Representatives : Professors May and O'Connor, UMASS Amherst 

Guests : Michael Gargano, Vice Chancellor for Student Affairs, UMASS Amherst; J. Keith 
Motley, Vice Chancellor for Student Affairs, UMASS Boston; Michael Laliberte, Associate 
Dean of Students, UMASS Dartmouth; Laurence Siegel, Dean of Student Life, UMASS Lowell; 
Thomas Taylor, Dean of Student Services, UMASS Lowell; Mai-Lan Rogoff, Associate Dean 
for Students, UMASS Worcester; Dr. Anna Klobucka, Portuguese Studies, UMASS Dartmouth; 
Dr. Sugukalyan Sengupta, Civil and Environmental Engineering, UMASS Dartmouth; Dr. 
William Moylan, Sound Recording Technology, UMASS Lowell 

Chair White convened the meeting at 8:04 a.m. and introduced the newest Trustees to the 
Committee, Dr. John DiBiaggio, President Emeritus, Tufts University and former executive 
director of the Medical Center at the University of Connecticut, and Matthew Morand, Student, 
UMASS Lowell. 

The first item on the agenda was Consideration of the Minutes of the Prior Meeting of the 
Committee . 

It was moved, seconded and 

VOTED : To approve the minutes of the October 21, 2003 meeting of the 
Committee. 



Committee on Academic and Student Affairs 
January 21,2004 

The next item was the President's Report . President Wilson reported that today's 
discussion would focus on Learning: In the Classroom and Beyond. Program proposals from the 
Dartmouth and Lowell campuses, and tenure awards and appointments will also be discussed. 
He indicated that Strategic Plans would be discussed at the Committee of the Whole meeting in 
February. 

President Wilson reported on activities taking place on the campuses. Highlights included: 

UMASS Amherst 

•A Consortium for Distributive Decision Making at UMASS Amherst was awarded a highly 
competitive IBM grant to study how rich computing technology can help reduce the risk 
from power outages and other emergencies to improve Homeland Security; 

•The Boston Globe featured an article on the creation of a Mass Nanotech Center by a group 
of faculty at UMASS Amherst. Nanotech research received over $23 million in funding 
over the last 3 years. 

UMASS Boston 

•UMASS Boston faculty received a $350,000 grant from the Ford Foundation to support a 

Center for the Improvement of Teaching; 
•Dr. Julie Winch, Professor of History at UMASS Boston, has been awarded a $40,000 grant 

by the National Endowment for the Humanities. 

UMASS Dartmouth 

•The Advance Technology and Manufacturing Center (ATMC) in Fall River received a 
$100,000 grant to investigate strategies to advance information technology from Navy 
Command and Control Systems, as well as detailed old Navy technologies that have 
potential for transfer to the Merrimack Security Information Technologies component of the 
U.S. Department of Homeland Security; 

•Dr. Maria Blanton of UMASS Dartmouth received a $205,000 grant from the National 
Science Foundation for reforming college mathematics. 

UMASS Lowell 

•The Boston Globe featured an article on UMASS Lowell's plastics engineering department; 

•UMASS Lowell received a National Science Foundation grant to research the unpredictable 

risk behavior in managed scaled material; 
•The U.S. Army awarded UMASS Lowell's Submillimeter Wave Technology Lab a $21.1 

million, five-year contract; 
•DARPA granted a $1.5 million for three-years for the combined research team at UMASS 

Lowell, the Airforce Research Laboratory, and the Electronic Technology Group at 

Hanscom Airforce Base to produce advanced electronic and imaging for military 

applications. 



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Committee on Academic and Student Affairs 
January 21, 2004 

UMASS Worcester 

•Dr. Craig Mello's discovery of RNAi was noted as the breakthrough of the year by Science 
Magazine for the second year in a row. Dr. Mello also received the award in Molecular 
Biology from the National Academy of Science, and the Life Prize in Biomedical Sciences 
from Rockefeller University; 

•Dr. John Sullivan, Director of the UMASS Medical School won the Manuel Carballo 
Governor's Award for Excellence in Public Service. 

President Wilson then provided a brief update on the ongoing investigation of grants and 
contracts awarded to the Lowell campus by a former government official. The University's 
Internal Auditor has been asked to provide a second opinion. 

The next item was the Vice President's Report . Ms. Harrington reported that the College of 
Health Professions, and the Department of Work Environment have merged to create the School 
of Health and Environment on the Lowell campus. The new school has been charged with 
developing an undergraduate program in environmental health. 

Ms. Harrington reported that President Wilson and Vice President Chmura met with William 
Swanson, CEO of Raytheon Corporation in December. The University intends to continue its 
long-standing relationship with Raytheon. Mr. Swanson and two of his senior executives in 
attendance received a summary of the undergraduate programs conducted by the University 
through Raytheon's $1 million, 5-year grant, which ended in 2003. Highlights of the activities 
are summarized in a video presentation shown during the meeting. A copy of the video 
presentation may be obtained from Ms. Harrington. 

Ms. Harrington indicated that Acting UMassOnline CEO David Gray reported that institution 
enrollment was up 33% and revenues were up over 40% in 2003 for UMassOnline. President 
Wilson had his first high school visit at Sharon High School in late October 2003. 

Ms. Harrington then reported on three new program proposals to come before the 
Committee. Each program has been through an intensive development process, as well as 
internal campus reviews and external reviews. The Master in Music and Sound Recording 
Technology on the Lowell campus is the first of its kind in the country; the Master of Art in 
Portuguese Studies helps with the regional, national and international recognition of UMASS 
Dartmouth's contribution to the field; and the Master of Science in Civil and Environmental 
Engineering is a natural evolution for the campus and the field. She indicated that the new 
programs contribute and enhance the academic programs and strategy of the campuses. 

President Wilson then announced the formation of a High Tech Executive Advisory Council 
to advise University leaders on ways that the five campuses can help strengthen the 
Commonwealth's recovering technology-based economy. 



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Committee on Academic and Student Affairs 
January 21,2004 

The next item on the agenda for discussion was Learning: In the Classroom and Beyond . 

President Wilson introduced Michael Gargano, Vice Chancellor for Student Affairs, UMASS 
Amherst; J. Keith Motley, Vice Chancellor for Student Affairs, UMASS Boston; Michael 
Laliberte, Associate Dean of Students, UMASS Dartmouth; Laurence Siegel, Dean of Student 
Life, UMASS Lowell; Thomas Taylor, Dean of Student Services, UMASS Lowell; and Mai-Lan 
Rogoff, Associate Dean for Students, UMASS Worcester. They then engaged the Committee in 
a discussion focusing on the following areas: 

•What are the means we use to educate students to understand the responsibilities of 

membership in a community? 
•How do these kinds of activities build an understanding of choices about future work and 

workforce professions? 
•Is it appropriate to institute a mandatory ethics course on the undergraduate level to help 

students understand professional behavior? 
•How do students avoid getting lost in the student affairs process? 
•What are the campuses doing to keep faculty engaged in the student affairs process? 
•How is the increasing number of adult learners on the campuses affected by the student 

affairs process? 
•To what extent is the student affairs area taking the phenomenon of students working 20-40 

hours per week into account? 

President Wilson indicated that the discussion highlights the important ways to learn how the 
campuses operate in all the areas of academics, inside and outside of the classroom. 

Chair White indicated that student affairs is critically important in how it ties into the 
academic programs. He asked the Chancellors to create objectives and measures on how the 
campuses are doing in the student affairs area. 

Chair White then introduced the next item for action, Appointment to Named 
Professorship, UMASS Amherst . Provost Seymour reported that Professor Desu has been with 
the University since 1998. He has published over 225 articles and has secured $8 million in 
research funding for the campus. Professor Desu is a fellow of the American Academy of 
Ceramics. His leadership was instrumental in the conceptualization of the National Science 
Foundation- sponsored Engineering Research Center, and his research contributions were 
instrumental to the development of General Electric's efficiency light bulb. 

It was moved, seconded and 



Committee on Academic and Student Affairs 
January 21, 2004 

VOTED : To recommend that the Board take the following action: 

To concur with the President in the appointment of Seshu B. Desu as a 
Distinguished Professor at the University of Massachusetts Amherst. 
(Doc. T04-008) 

The next item for action was M.A. in Portuguese Studies, UMASS Dartmouth . Dr. Anna 
Klobucka, Chair of the Department of Portuguese Studies reported that the creation of the 
Master's in Portuguese Studies would constitute a logical and natural consequence of the 
ongoing expansion of the Portuguese program at UMASS Dartmouth. The founding in 1996 of 
the Center for Portuguese Studies and Culture, and the creation in 2001 of the Department of 
Portuguese have laid the groundwork and provided the necessary infrastructure for the 
establishment of a successful graduate program in the field. The proposed program offers an in- 
depth understanding of literary and cultural studies of the Portuguese-speaking world within a 
broad interdisciplinary context of humanities and social sciences. 

Dr. Klobucka indicated that a team of external reviewers commented that "given its location 
within the Portuguese heritage speaking community and strength of its core and affiliate faculty 
in Portuguese studies, UMASS Dartmouth is the ideal academic institution to launch such a 
graduate program." 

Trustee Marcalo, a native of Portugal, expressed her excitement for the approval of the 
program. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To approve the M.A. in Portuguese Studies at the University of 
Massachusetts Dartmouth as contained in Doc. T04-009. 

The next item for action was M.S. in Civil and Environmental Engineering, UMASS 

Dartmouth . Dr. Sugukalyan Sengupta, Chair of the Department of Civil and Environmental 
Engineering reported that there is a need for the program based on a survey conducted on alumni 
and potential employers in the region. The American Society of Civil Engineers strongly 
recommended that a master's degree is a must in this area in order to obtain licensure. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To approve the M.S. in Civil and Environmental Engineering at the 
University of Massachusetts Dartmouth as contained in Doc. T04-010. 

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Committee on Academic and Student Affairs 
January 21, 2004 

The next item for action was M.M. in Sound Recording Technology, UMASS Lowell . Dr. 

William Moylan, Chair of the Music Department and Coordinator of the Sound Recording 
Technology Program, reported that the Master in Sound Recording Technology has been 
identified as part of the campus' Strategic Plan. The program is going to be the first of its kind 
in the United States, looking at the utilization of technology of creative expression. UMASS 
Lowell is in the process of conducting a national search for a sound recording faculty member. 

Dr. Moylan reported that the Master in Sound Recording Technology program has been 
reviewed by the National Association of Schools of Music, and the Commission on 
Accreditation on New England Schools of Music voted to approve the program. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To approve the M.M. in Sound Recording Technology at the University of 
Massachusetts Lowell as contained in Doc. T04-01 1. 

Chair White then announced that the Committee would enter into Executive Session to 
consider Appointment with Tenure, UMASS Dartmouth and Awards of Tenure, UMASS 
Worcester . He indicated that the Committee would not reconvene in open session. 

It was moved, seconded and 

VOTED : To enter into Executive Session for the purpose of considering 
Appointment with Tenure, UMASS Dartmouth and Awards of 
Tenure, UMASS Worcester . 

Chair White voted for the motion as did Vice Chairs Boyle and Sheridan; Trustees Austin, 
DiBiaggio, Kennedy and Marcalo. The time was 9:55 a.m. 




.unilka Barrett 
Staff Associate 



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UNIVERSITY OF MASSACHUSETTS 

AMHERST*BOSTON*DARTMOUTH«LOWELL«WORCESTER 

MINUTES OF THE MEETING OF THE 
COMMITTEE ON ACADEMIC AND STUDENT AFFAIRS 

Wednesday, April 21, 2004; 8:00 a.m. 

Board Room 

One Beacon Street - 26th Floor 

University of Massachusetts 

Boston, Massachusetts 

Committee Members Present : Chair White; Vice Chairs Boyle and Sheridan; Trustees 
Brathwaite, DiBiaggio and Fatemi 

Committee Members Absent : Trustees Austin, Cassel, Giblin, Kennedy, Mahoney, Marcalo, 
Morand and Reed 

University Administration : General Counsel O'Malley; Associate Vice President Harrington; 
Executive Vice President Julian; Chancellors Lombardi, Gora and MacCormack; Provosts 
Seymour, Fonteyn, Esposito and Wooding; Linda Slakey, Dean, Honors Program, UMASS 
Amherst 

Faculty Representatives : Professor May, UMASS Amherst; Professor Schwartz, UMASS 
Boston; Professor Carter, UMASS Lowell 

Guests : Lisa Franks and Kristen Ierardi, UMASS Amherst; Walter Martinez, UMASS Boston; 
Amelia Thomas, UMASS Dartmouth; Rebecca Spolarich, UMASS Lowell 

Chair White convened the meeting at 8:05 a.m. 

The first item on the agenda was Consideration of the Minutes of the Prior Meeting of the 
Committee . 

It was moved, seconded and 

VOTED : To approve the minutes of the January 21, 2004 meeting of the Committee. 

Dr. Harrington then gave the President's and Vice President's Report . She first 
congratulated UMASS Boston for the opening of its new Campus Center. The ribbon-cutting 
ceremony was held on April 2 n and attended by many special guests. The Boston campus will 
be holding a special fundraising event on April 26 n at the Campus Center featuring singer Judy 
Collins and the presentation of Exemplary Leadership Awards to notable alumni. 



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Committee on Academic and Student Affairs 
April 21, 2004 

The 2005 Edition of "America's Best Graduate Schools" by US News and World Report 
contained good news for two of our campuses: UMASS Amherst College of Engineering posted 
five places in the new engineering disciplines rankings: 29 for chemical engineering, 26 for 
computer systems engineering, 43 for electrical engineering, 23 for environmental engineering, 
and 53 for mechanical engineering. The English Department's MFA Program ranks among the 
top ten MFA programs in the country, according to the same issue of rankings. The University 
of Massachusetts Medical School (UMMS) was ranked third in primary care among the nation's 
125 medical schools. UMMS, which has held a spot near the top of the category since the 
magazine began its rankings in 1994, was tied with the University of Wisconsin-Madison for 
third; the University of Washington and Oregon Health & Science University were first and 
second, respectively. 

On March 16 th , UMASS Boston hosted a community breakfast at which the Quinn Award for 
Outstanding Community Leadership was given to Isaura Mendes, a mother, grandmother, and 
anti-violence leader. The Quinn Award was established in honor of Robert H. Quinn, whose 
record includes years as Speaker of the Massachusetts House of Representatives, Massachusetts 
Attorney General, and Chair of the UMASS Board of Trustees. 

ABC News commentator George Stephanopoulos recounted his experiences as both a policy 
maker and a journalist before a crowd of 200 participants at "Dangerous Intersection: Where the 
Media and Public Policy Collide", the debut conference of the Center on Media and Society at 
the University of Massachusetts Boston. 

On February 27 th , the New England Board of Higher Education presented its prestigious 
2004 Excellence Award to Dr. Robert Waxier of UMASS Dartmouth and his colleagues for their 
innovative alternative sentencing program "Changing Lives Through Literature". The Changing 
Lives Through Literature program is a nationally recognized alternative sentencing program for 
male and female criminal offenders. It evolved out of a unique research partnership between Dr. 
Waxier, a professor of English literature at the University of Massachusetts Dartmouth and the 
court system in southeastern Massachusetts. Dr. Waxier has been a recipient of the Presidential 
Public Service Awards and had his picture hanging in the Board room. 

NASA has awarded a $1.7 million, three-year grant to the Center for Atmospheric Research 
at UMASS Lowell, for participation in the Jupiter Icy Moons Orbiter (JIMO). The interplanetary 
mission will explore indications that liquid water may underlie the ice caps, using unique low- 
and high-frequency radio sounding instruments developed in the Center. 

The New England Association of Schools and Colleges (NEASC) Commission on 
Institutions of Higher Education recently granted UMASS Lowell continuing accreditation, 
following a rigorous evaluation. The report notes that among the campus's "outstanding assets 
are a clearly defined mission...; a dedicated and talented faculty; an ambitious and loyal student 
body; and an experienced, committed administrative leadership team." 

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Committee on Academic and Student Affairs 
April 21, 2004 

After years of intense research and testing, a new HIV vaccine, developed by scientists at the 
University of Massachusetts Medical School (UMMS) and Advanced BioScience Laboratories, 
Inc. (ABL), and funded by the National Institute of Allergy and Infectious Diseases (NIAID) , 
has been designated as an investigational new drug (IND) by the U.S. Food and Drug 
Administration. The FDA has also given UMMS the green light to begin a clinical trial to test 
the vaccine's safety and immunogenicity in people. 

Dr. Harrington informed the Committee that copies of the Fall 2003 Student Profile has been 
distributed for their information. This report provides a great deal of information about our 
student body. It helps us understand who our students are and track their progress over time. Dr. 
Harrington thanked Barbara Velardi in Academic Affairs who prepared this document. 

The annual University Scholars reception will be held on May 26 n , at 3:00 p.m. at the State 
House. The Scholarship was offered to 163 students from a pool of 522 nominees. Trustees will 
be receiving invitations to the reception. 

Dr. Harrington then discussed the 2004 annual Performance Measurement Report which 
Trustees will receive shortly in the mail. The Performance Measurement Report is not only an 
instrument for reporting large quantities of data, but it is a tool that Chancellors, Provosts, and 
others use to manage the campuses. This report, compiled each spring and sent to the Board 
prior to the May meeting, is just one of the means by which the University demonstrates its 
accountability to the Board and to other constituencies. The Performance Measurement Systems 
is comprised of indicators grouped into five broad areas: Academic Quality, Student Success 
and Satisfaction, Access and Affordability, Service to the Commonwealth, and Financial Health. 
There are indicators within these areas that are reported at the system level, some at both the 
system and the campus level and some only at the campus level. The full report contains 
information on campus performance, trends and peer comparisons. Dr. Harrington then 
highlighted a few indicators related to Academic Quality, Student Success and Satisfaction, and 
Access and Affordability. 

The freshman retention and graduation rates of UMASS campuses are generally similar to or 
slightly higher than those of their peer institutions. Both of these measures have received some 
publicity within the last few months and it would be helpful to review what these measures 
indicate. Retention measures the number of first-time, full-time students enrolled in one year 
who return for the next. Graduation rate measures the percent of first-time, full-time first year 
students who entered in a given fall and had graduated within six years. Many students today do 
not begin and finish at the same institution. Research shows that nearly 60% of undergraduates 
attend more than one college and only about 40% of them complete a degree within the six year 
measured time frame. One of the most significant ways in which retention and graduation rates 
can be influenced is through the admissions policy. The rising academic profile of students 
entering UMASS, as noted by the statistics relative to high school GPA and SAT, indicate that 
the campuses have been intentional with respect to admitting students whose grades indicate a 
high degree of probable degree attainment. But many other factors can and will cause students 

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Committee on Academic and Student Affairs 
April 21, 2004 

to leave an institution, either to move to another higher education institution, or to drop out 
entirely or for a period of time. It is noted in the full report that the campuses are very aware of 
the importance of assisting students to persist in achieving a degree, and take retention and 
graduation rates very seriously. 

Retention and graduation rates are a measure of those students who enter an institution as 
full-time, first-time students. The population of a campus is also a factor when considering this 
indicator. Campuses which enroll higher numbers of transfer students and/or part-time students 
may perform less well on this indicator. UMASS Boston and UMASS Dartmouth have decided 
to include in their campus indicators both the retention and graduation rates of transfer students 
in recognition of the significant number of these students in their populations. There is no 
comparable peer data available for these measures. Retention rates for transfer students at these 
campuses are comparable or better than retention of first-time students. Graduation rates are 
higher than for first-time students, a possible indication that students transferring to either 
UMASS Boston or UMASS Dartmouth have committed to earning a degree at these institutions. 

Despite increases in tuition and fees, UMASS continues to remain affordable relative to 
median family income in the state and compares favorably with New England public universities 
and Massachusetts private universities. The vast majority of UMASS undergraduates (87%) 
continue to come from Massachusetts, compared with just over a quarter of undergraduates in 
the state's private university sector. 

The proportion of UMASS undergraduate students who are African American, Asian, 
Hispanic/Latino, or Native American (21%) compares favorably with the state's population of 
high school graduates. 

Trustee DiBiaggio had a question about the drop in applications at the Amherst campus. 
Chancellor Lombardi reported that the campus tracks the quality of the students that attend the 
Amherst campus rather than the students that apply. Dr. Harrington pointed out that recent 
events played a factor in the drop off last year such as some negative publicity and recent budget 
cuts. It was noted that the numbers are up this year. Chancellor Lombardi also noted that any 
change in admission standards has an impact on potential students. 

Dr. Harrington then introduced the Discussion Item : With Honors: Undergraduates . 

Excellence is a hallmark of the University of Massachusetts. The University strives to excel in 
all of its endeavors, in particular, offering students an excellent education - all students, all 
campuses. Within the framework of excellence, there are some students who desire more, who 
want to engage intensely with learning, and who, as the Commonwealth College Academic 
Philosophy states: "want to encourage discovery, creativity, initiative, responsibility, 
collaboration, leadership and independent thought. For those students, the University offers 
honors education. 



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Committee on Academic and Student Affairs 
April 21, 2004 



Honors education offers to students an enriched, rigorous education distinguished by 
attention to student inquiry, writing, critical thinking and oral presentation. Honors programs are 
offered at each of the University undergraduate campuses. Students may enter the honors 
program as freshmen or transfer students, or at any other point within their academic experience 
at the University. Students chosen for honors program participation evidence strong academic 
performance and desire already, whether in high school or college. There are over 3,500 honors 
students in the system. 

The majority of these students are at Commonwealth College, which serves 2,600 students. 
Each entering class is approximately 500 students. Another 200 students each year enter as 
sophomores. Last year's class included 51 valedictorians and salutatorians. Commonwealth 
College also provides leadership for honors education among the 28 undergraduate public higher 
education institutions in the Commonwealth. Commonwealth College has worked with the other 
colleges to develop a consistent set of standards among honors programs. These standards both 
ensure a high level of quality in the honors programs at each institution, and also enable students 
to transfer from one to the other easily. 

Each year, Commonwealth College organizes the annual Undergraduate Conference. 
Student from across the Commonwealth, in community colleges, state colleges and the 
University are invited to present their research and creative works. Today we have five students 
representing the system's honors programs. They are joined by Dean Linda Slakey of 
Commonwealth College, UMASS Amherst. 

Rebecca Spolarich from the Lowell campus began her report and talked about her research 
examining nineteenth century ideals of masculinity in American art and literature. 

Walter Martinez from the Boston campus talked about his independent research which was 
presented this past weekend at the National Conference on Undergraduate Research in 
Indianapolis. The report examined the forces that contributed to judicial restraint exercised by 
the Supreme Court in cases that involved tariff issues with the United States and Puerto Rico. 

Mr. Martinez expressed his gratitude to UMASS Boston and the Honors Program for 
everything that he has learned and the doors that have been opened. 

Lisa Franks and Kristen Ierardi, from the Amherst campus talked about their work with after 
school programs in the Western Massachusetts region. Some of the subjects that were studied 
included: child autonomy, the choices the students get to make while in the program and student 
interaction with teachers. 



-5- 



Committee on Academic and Student Affairs 
April 21, 2004 

Amelia Thomas from the Dartmouth campus talked about her work with biochemistry 
creating an oral vaccine for botulitem neurotoxin which is the bacteria that creates botulism. 
Used as a weapon of terrorism, this agent could affect millions of people. Ms. Thomas is 
working with the Army, Department of Defense and the FBI on a vaccine and currently has an 
experimental hypodermic vaccine. 

The students were asked what led them to attend the University and to their entry into the 
Honors Program; their responses included the University's reputation, financial reasons, the need 
to live and attend school in a different state and the challenge of the work of an Honor's student. 

Chair White commended the students for this informative presentation that was followed by 
a round of applause. 

The first item for action was Revisions to the Code of Student Conduct, UMASS 

Amherst . Chancellor Lombardi reported that the revisions have been reviewed and approved by 
the Student Affairs Judicial Issues Committee, University Counsel, the Dean of Students and the 
Vice Chancellor for Student Affairs. The revisions include the section on Endangering Behavior 
which will allow the University to charge students that engage in riotous behavior. 

The revision to the Firearms section is due to the increasing popularity of "paint ball". The 
guns used to play paint ball are being construed as being a real weapon. 

The last revision regards Parental Notification and the Buckley Amendment that allows for 
parental notification of any rule of policy of an institution governing the use of alcohol. The 
proposed change reads "If any student is found to be in violation of the University alcohol and 
drug policies for possession of a keg or large volume, for dispending alcohol to a minor, or for 
possession or distribution of controlled substances, the parents or legal guardians of dependent 
students under 2 1 will be notified. If any student violates the University alcohol policies for 
underage possession or open container in public space for a second time, the parents or legal 
guardians of dependent students under 21 will be notified". 

Trustee DiBiaggio had a question about a letter sent to the members of the Board from Jared 
Nokes, President of the Student Government Association. Mr. Nokes objected to the process 
that did not allow the revisions to come before the full Student Government Association for 
approval. Mr. Nokes also stated that the University should treat its students as adults and 
notifying parents is not an acceptable form of punishment. 

Chair White called on Trustee Fatemi from the Amherst campus for her views on the subject. 
Trustee Fatemi informed the Committee that she supports the revisions and believes it is in the 
best interest of the students to change the climate on campus as far as issues with alcohol. She 
also informed the Committee that Mr. Nokes failed to notify her of his objections and that 



-6- 



Committee on Academic and Student Affairs 
April 21, 2004 

students played a large role in the process with student input on the Student Affairs Judicial 
Issues Committee. General Counsel O'Malley noted that the Buckley Amendment has not thus 
far been challenged. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To approve the revisions to the Code of Student Conduct of the University of 
Massachusetts Amherst as contained in Doc. T94-059, as amended. 

The next item for action was Appointment to Named Professorship, UMASS Amherst . 

Provost Seymour reported on this item and first noted that today's Honor Students are sure to be 
candidates for future Named Professorships. 

Professor Thomas P. Russell is a graduate of the Amherst campus and has an excellent record 
in research, teaching and services. He has established himself as a world-renowned leader in 
polymer science and has been a role model for students and postdoctoral fellows that have gone 
on to have exceptional careers. 

There was a question about the significance of being named to a professorship. Provost 
Seymour reported that the award increases the University's visibility when recruiting and is used 
as a tool when funding awards. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To concur with the President in the appointment of Thomas P. Russell as a 
Distinguished Professor at the University of Massachusetts Amherst. (Doc. T04- 
028) 

Chair White then announced that the Committee would enter into Executive Session to 
consider Appointments with Tenure, UMASS Amherst and UMASS Boston and Awards of 
Tenure, UMASS Amherst and UMASS Boston . He indicated that the Committee would not 
reconvene in open session. 

It was moved, seconded and 

VOTED : To enter into Executive Session for the purpose of considering Appointments 
with Tenure, UMASS Amherst and UMASS Boston and Awards of Tenure, 
UMASS Amherst and UMASS Boston. 

-7- 



1 



Committee on Academic and Student Affairs 
April 21, 2004 

Chair White voted for the motion as did Vice Chairs Boyle and Sheridan and Trustees 
Brathwaite and DiBiaggio. The time was 9:25 a.m. 




farbara K DeVico 
Secretary to the Board of Trustees 



-8- 



UNIVERSITY OF MASSACHUSETTS 

AMHERST«BOSTON*DARTMOUTH*LOWELL-WORCESTER 

MINUTES OF THE MEETING OF THE 
COMMITTEE ON ACADEMIC AND STUDENT AFFAIRS 

Tuesday, July 20, 2004; 8:00 a.m. 

Board Room 

One Beacon Street - 26th Floor 

University of Massachusetts 

Rnstnn MottQphircottc 

Committee Members Present : Chair White; Vice Chair Sheridan; Trustees Austin, Cassel (via 
conference call), DiBiaggio, Giblin, Kennedy, Murphy and Pham 

Committee Members Absent : Vice Chair Boyle; Trustees Labrecque, Mahoney and Moseley 

University Administration : President Wilson; General Counsel O'Malley; Associate Vice 
President Harrington; Vice Presidents Chmura and Gray; Chancellors Lombardi, MacCormack 
and Hogan; Provosts Seymour, Esposito and Wooding; Vice Provost Langley, UMASS Boston; 
Vice Chancellor Scheid, UMASS Worcester 

Faculty Representatives : Professor O'Connor, UMASS Amherst; Professor Carter, UMASS 
Lowell 

Guests : Professor Noelle McAffee, UMASS Lowell; Robert Crossley, Chair, English 

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Mathematics, UMASS Amherst; Mary Connelly, Student Activities Director, UMASS Lowell; 
Laurence Siegel, Residence Life Director, UMASS Lowell; Lee Edwards, Dean, Humanities and 
Fine Arts, UMASS Amherst; Ron Michaud, Chair, Art Department, UMASS Amherst; Kathleen 
Lugosch, Architecture Program Director, UMASS Amherst 

Chair White convened the meeting at 8:02 a.m. and introduced the student Trustees to the 
Committee, Matthew Murphy, UMASS Amherst and Tuan Pham, UMASS Boston. Trustees 
Matthew Moseley from UMASS Dartmouth and Michael Labrecque from UMASS Lowell were 
not able to attend the meeting. 

The first item on the agenda was Consideration of the Minutes of the Prior Meeting of the 
Committee . 

It was moved, seconded and 

VOTED : To approve the minutes of the January 21, 2004 meeting of the 
Committee. 



Committee on Academic and Student A ffairs 
July 20, 2004 

The next item was the President's Report . President Wilson announced that Trustees will 
receive an invitation to attend the Boston Pops Concert to be held on July 28* at UMASS 
Boston. The concert is a gift to the City of Boston for hosting the Democratic National 
Convention and provides an opportunity to highlight UMASS Boston. 

President Wilson reported that he participated in four of the five University commencements, 
and participated in the Boston Pops celebration held on June 23 rd for the first time. At the 
Boston Pops celebration President Wilson presented President's Medals to retired 1MB 
Executive John Armstrong and his wife Elizabeth and to the Charlton Charitable Trust which 
represents a legacy of the late Earl P. Charlton, founder of the Fall River based Woolworth's 
department store. 

President Wilson reported that on July 12 th he announced that J. Keith Motley will serve as 
Interim Chancellor at UMASS Boston. He thanked Provost Fonteyn for doing a terrific job and 
indicated that Provost Fonteyn will take on additional responsibilities on the academic side. 

President Wilson welcomed the new student Trustees to the Committee. 

President Wilson announced that the Committee on Administration, Finance and Audit will 
receive the University's Preliminary Operating Budget Summary at its July 22 n meeting. The 
University is looking at an estimated state budget of $400 million. 

President Wilson reported that the process in the $20 million UMASS/Nantucket 
Conservation Foundation collaboration continues to move forward. He also reported that 

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by September. He then thanked the Chancellors, faculty, and staff for their dedication. 

President Wilson reported that $1 million in grants from Intellectual Property monies have 
been awarded to advance promising research and innovation across the five-campus system; and 
a $10,000 grant was awarded to accelerate the commercialization of technology developed in 
UMASS Laboratories. 

President Wilson reported that funding from the Governor and approval by the Legislature 
has led to the creation of the Massachusetts Technology Transfer Center (MTTC). Abigail 
Barrows has been hired as the Director. The MTTC is a key component in the state-wide science 
and technology legislation to strengthen the Commonwealth's competitive position in the 
national and global innovation economy. 

Chair White welcomed Trustee Cassel who was joining the meeting by telephone. 



-2- 



Committee on Academic and Student Affairs 
July 20, 2004 

The next item was the Vice President's Report . Ms. Harrington provided a brief summary 
of the University of Massachusetts FY2003/FY2004 Financial Aid Q&A . The FY2003/FY2004 
Financial Aid Q&A is an overview on financial aid information gathered by the Administration 
and Finance department. Seventy-two percent of students enrolled at UMASS apply for 
financial aid. Of the 72% of students applying for aid, 78% are determined to have a need. On 
average, UMASS is able to meet an estimated 84% to 95% of the financial need for enrolled 
students. 

Ms. Harrington introduced the Discussion Item , The Tenure Process . The Tenure Process 
begins with the decision of whether or not to hire a faculty member into a tenure-tracked 
position. As the tenure decision year approaches, the faculty member must assemble a 
comprehensive file documenting contributions to the University in the areas of teaching, research 
and service. In addition to material submitted by the faculty member, the department will solicit 
feedback from external reviewers and from current and former students. The tenure process 
includes multiple levels of review which vary by institution. Ms. Harrington indicated that the 
comments made by the presenters should demonstrate the level of review undergone and the 
quality of standards met in the decision to award tenure. 

Ms. Harrington then introduced Professor Noelle McAffee, UMASS Lowell; Robert 
Crossley, Chair of the English Department, UMASS Boston; Leon Osterweil, Dean of the 
College of Natural Sciences and Mathematics, UMASS Amherst. Provosts Seymour, UMASS 
Amherst; Esposito, UMASS Dartmouth; Wooding, UMASS Lowell; and Vice Provost Langley, 
UMASS Boston also participated. The discussion began with information regarding the 
composition of a tenure file. The Committee learned about the process for soliciting peer 
reviews and the imoortance of such reviews to the tenure decision orocess. Peer reviews are 

JL X 

used to assess both research and teaching. The role of teaching, as well as advising, mentoring, 
and chairing thesis and dissertations committees is also evaluated as a critical element of the 
tenure process. 

There was also a discussion on the importance of developing and understanding what 
"excellence" means within the context of each department and discipline, and maintaining high 
standards for awarding tenure. 

Chair White and Ms. Harrington thanked the participants. 

Chair White announced that the Committee would break for a brief recess. The time was 
9:30 a.m. 

The Committee reconvened at 9:35 a.m. 



-3- 



Committee on Academic and Student Affairs 
July 20, 2004 

The first item for action was Student Government Constitution, UMASS Lowell . Ms. 
Harrington introduced Mary Connelly, Student Activities Director and Laurence Siegel, 
Residence Life Director, UMASS Lowell. Dean Siegel reported that the revisions to the Student 
Government Constitution would change student representation from a class year to a college 
basis, refine the processes for activities and judicial matters, and create representation 
opportunities for resident and commuter student athletes. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To approve the Lowell Student Government Constitution as contained in 
Doc. T04-007. 

The next item for action was Revisions to the Graduate Medical Education Personnel 
Policy of the University of Massachusetts Medical School . Vice Chancellor Scheid reported 
that the revisions to the Graduate Medical Education Personnel Policy reflect changes required 
by the governing body, the Accreditation Council on Graduate Medical Education, and clarifies 
policy requirements for licensure. 

It was moved, seconded and 

VOTED . To recommend that the Board take the following action: 

To approve the revisions to the Graduate Medical Education Personnel 
Policy of the University of Massachusetts Medical School as contained in 
Doc. iuu-02^, as amended. 

The next item for action was Appointment to Named Professorship, UMASS Worcester . 

President Wilson reported that after the death of Ali and John Pierce's daughter the family 
created the Ali's Army Fund. The Fund then led Jack and Shelly Blais to create a Chair. Vice 

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would serve as the first incumbent of the Ali and John Pierce Chair in Pediatric Hematology 
Oncology at UMASS Worcester. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To concur with the President in the appointment of Peter Newberger as the 
first incumbent of The Ali and John Pierce Chair in Pediatric Hematology 
Oncology at the University of Massachusetts Worcester. (Doc. T04-055) 



f 



c 



Committee on Academic and Student Affairs 
July 20, 2004 

The next item for action was Master of Architecture, UMASS Amherst . Ron Michaud, 
Chair of the Art Department, reported that the National Accreditation Board has already granted 
the program candidacy status. If the program is approved it would be the only program of its 
kind at a public institution in New England. 

Lee Edwards, Dean of Humanities and Fine Arts expressed her excitement about the 
collaborative nature of the program. The program will produce architects who will be more 
broadly educated than has been common in the past and will help broaden understanding of an 
involvement in the discipline. Dean Edwards indicated that Kathleen Lugosch, Director of the 
Architecture Program spearheaded the formation of the program. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To approve the Master of Architecture at the University of Massachusetts 
Amherst as contained in Doc. T04-062. 

Chair White then announced that the Committee would into Executive Session to consider 
Appointments with Tenure, UMASS Dartmouth, UMASS Worcester and Awards of 
Tenure, UMASS Amherst, UMASS Dartmouth, UMASS Lowell, UMASS Worcester and 
Transfer of Tenure, UMASS Amherst and Transfer of Tenure, UMASS Lowell . He 

indicated that the Committee would not reconvene in open session. 

It was moved, seconded and 

VOTED : To enter into Executive Session for the purpose of considering 
Appointments with Tenure, UMASS Dartmouth, UMASS Worcester 
and Awards of Tenure, UMASS Amherst, UMASS Dartmouth, 
UMASS Lowell, UMASS Worcester and Transfer of Tenure, UMASS 
Amherst and Transfer of Tenure, UMASS Lowell . 

Chair White voted for the motion as did Trustees Austin and DiBiaggio. The time was 10:00 
a.m. 




£unilka Barrett 
Staff Associate 



UNIVERSITY OF MASSACHUSETTS 

AMHERST«BOSTON-DARTMOUTH»LOWELL»WORCESTER 

MINUTES OF THE MEETING OF THE 
COMMITTEE ON ACADEMIC AND STUDENT AFFAIRS 

Tuesday, October 19, 2004; 8:00 a.m. 

Knapp Room 

One Beacon Street - 26th Floor 

University of Massachusetts 

Boston, Massachusetts 

Committee Members Present : Chair Austin; Vice Chair Cassel (via conference call); Trustees 
Boyle, DiBiaggio, LaBrecque, Moseley, Murphy, Pham and White; Chair Karam 

Other Trustees : Trustee Moes 

Committee Members Absent : Trustees Giblin, Kennedy, Mahoney and Sheridan 

University Administration : President Wilson; General Counsel O'Malley; Associate Vice 
President Harrington; Executive Vice President Julian; Chancellors Lombardi, Motley and 
MacCormack; Provosts Fonteyn, Esposito and Wooding; Vice Chancellor Scheid; Mr. 
Cunningham, Associate Provost 

Faculty Representatives : Professor Kinney, UMASS Amherst; Professor Carter, UMASS 
Lowell 

Chair Austin convened the meeting at 8:05 a.m. and indicated that the Trustees have 
identified certain issues they want to discuss in the future to maintain an open dialogue with the 
campuses. 

The first item on the agenda was Consideration of the Minutes of the Prior Meeting of the 
Committee . 

It was moved, seconded and 

VOTED : To approve the minutes of the July 20, 2004 meeting of the Committee. 

The next item was the President's Report . President Wilson welcomed Trustee Austin as 
the new Chair of the Committee on Academic and Student Affairs, and announced that the 
Public Service Awards which honors faculty members from across the UMASS system will take 
place today. 



- 



* 



' 



Committee on Academic and Student Affairs 
October 19, 2004 

President Wilson then provided an update on current academic events. He reported that 
UMASS Boston was awarded a $12.5 million grant from the National Science Foundation; 
UMASS Dartmouth celebrated the opening of the Earl P. Charlton College of Business created 
from a $3 million gift from the Charlton Family Trust; UMASS Boston hosted the Jimmy and 
Rosalynn Carter Partnership Award Ceremony for Campus-Community Collaboration; UMASS 
Lowell in partnership with Northeastern University and the University of New Hampshire 
received a $12.6 million grant from the National Science Foundation to establish a Center for 
Nanomanufacturing; UMASS Amherst hosted a nanotechnology conference; the National 
Science Foundation recently ranked UMASS Amherst 7 n among U.S. universities receiving 
nanotechnology related research grants; the Amherst School of Nursing received a $957,000 
grant from the Department of Health and Human Services; a series of television ads are 
promoting the University as 'making the world a better place'; the Medical School announced a 
sponsored research licensing agreement. 

President Wilson updated the Committee on the search process for a Vice President for 
Academic Affairs. 

President Wilson then reported that a number of issues have been addressed on the campuses 
in light of recent press reports about the racial climate on the campuses. He indicated that the 
University is committed to its goal of a positive climate on the campuses. 

President Wilson reported that the next item is a discussion of the proposed 
UMASS/Southern New England School of Law (SNSL) Merger . Chancellor MacCormack 
will brief the Committee on the process. President Wilson provided a brief history on the law 
school and indicated that it is important to proceed in a professional manner and present 
information to the Board of Trustees in a timely fashion. Today's discussion will focus on 
academic issues related to the merger. Financial and administrative issues will be discussed at 
Thursday's Administration and Finance meeting. 

Chair Karam reported that the due diligence process has been thorough. Getting the law 
school to a state of excellence from where it is today is a main concern. Chancellor 
MacCormack, President Wilson and his staff have been asked to report in November on the 
business plan, and the cost and risks of getting the law school fully accredited. 

Chair Karam hopes that the Board can move forward with the law school merger based on 
the basic consideration of what it means for the University's mission, the campuses, and the 
Commonwealth of Massachusetts. 

Chancellor MacCormack then briefed the Committee on the initial law school proposal and 
the due diligence process. Admissions standards and adequate faculty support remain critical 
academic issues for SNSL. Thirty-six percent of the students are students of color, a concern as 
we look at our mission of access. 

-2- 



r 



L 



Committee on Academic and Student Affairs 
October 19, 2004 

Chancellor MacCormack reported that public interest law is a focus of the law school. We 
want to create a resource for the Commonwealth which would allow an opportunity for qualified 
working-class students who want to pursue a law education. There is a need, and that need is 
consistent with the University's mission to serve the Commonwealth. 

Trustee Boyle indicated that he had electronically mailed a memo to Board members 
opposing the timing of a vote on the law school in November. He requested the creation of an 
Ad Hoc Committee to further review the proposed merger. Chair Karam indicated that there is 
no scheduled vote to go before the Board in November. 

After further discussion Trustee Boyle asked if it was possible to review the American Bar 
Association Accreditation Reports. Chancellor MacCormack reported that it is possible but only 
at the facility. 

Chair Austin announced that the Committee would break for a 20-25 minute recess for the 
Public Service Awards. The time was 9:34 a.m. 

The Committee reconvened at 10:40 a.m. 

Associate Vice President Harrington congratulated President Wilson who was inducted in the 
United States System Learning Association Hall of Fame on October 12 th . 

Chair Austin requested a brief update on the recent racial and ethnic conflict on the Amherst 
campus. Chancellor Lombardi has appointed a Blue Ribbon Commission to work on campus 
diversity issues. The Committee is expected to report its findings and recommendations in 
February 2005. 

Associate Vice President Harrington then presented information on the Fall 2004 
Undergraduate Admissions Enrollment Preliminary Report; Periodic Multi-Year Review 
Report (PMYR); and Academic Quality Assessment and Development Report (AQAD) . 

She informed the Committee that the final preliminary enrollment figures will be available in 
December. Enrollment is strong across the system. Enrollment of first-year students and 
transfers was stable with minor changes. The number of applications for first-year students 
increased across the system, although the yield rate remains steady at 39%. Minority student 
enrollment and enrollment of out-of-state students were also stable. 

Associate Vice President Harrington reported that this is the fifth year of Periodic Multi-Year 
Review implementation. One hundred and sixty- five faculty members were notified of a PMYR 
review. Twenty- three percent or 38 of those notified had their reviews waived due to impending 
retirements. An additional thirty-one (19%) were waived for other reasons. Ninety-six faculty 
completed PMYR, and of those reviewed, 95 were rated in the category of "statement accepted" 
(Amherst, Boston, and Lowell) or "Excellent/Satisfactory" (Dartmouth). Only one was 
categorized as "statement revised/needs improvement." 

-3- 



L 



Committee on Academic and Student Affairs 
October 19, 2004 



Associate Vice President Harrington reported that Academic Quality and Development is a 
part of the Performance Measurement System. AQAD is the program's review process. Every 
department must be reviewed on a 7-year cycle, with the exception of UMASS Dartmouth on a 
5-year cycle. AQAD is an ongoing system that occurs at the program level. AQAD is intended 
to asses the four academic functions of teaching and learning, research scholarship, creative 
activity, and public service. It was established in 1997-1998. There were 30 programs reviewed 
in 2003-2004. There were strengths and areas of concern found in every review. The three 
common areas of concern in the reviews were: a concern about the declining number of faculty 
in many departments, the need to upgrade facilities, and the need to plan strategically for the 
future. 

The first item for action was Appointment to Named Professorship, UMASS Amherst . 

Associate Provost Cunningham reported that Dr. James Kurose joined the University in 1984. 
President Wilson noted that he is an outstanding teacher and researcher. Associate Vice 
President Harrington noted that Dr. Kurose is a former recipient of the Public Service Awards. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To concur with the President in the appointment of James F. Kurose as a 
Distinguished Professor at the University of Massachusetts Amherst. 
(Doc. T04-068) 

Chair Austin then announced that the Committee would into Executive Session to consider 
Appointments with Tenure, UMASS Boston and UMASS Dartmouth and Awards of 
Tenure, UMASS Amherst . He indicated that the Committee would not reconvene in open 
session. 

It was moved, seconded and 

VOTED : To enter into Executive Session for the purpose of considering 
Appointments with Tenure, UMASS Boston and UMASS Dartmouth 
and Awards of Tenure, UMASS Amherst. 

Chair Austin voted for the motion as did Trustees DiBiaggio, and LaBrecque. The time was 
11:25 a.m. 




Barrett 
Staff Associate 

-4- 



^ UNIVERSITY OF MASSACHUSETTS 

AMHERST»BOSTON»DARMOUTH»LOWELL«WORCESTER 

MINUTES OF THE MEETING OF THE 
COMMITTEE ON ADMINSTRATION, FINANCE AND AUDIT 

Thursday, January 22, 2004; 8:00 a.m. 

Board Room 

One Beacon Street - 26 th Floor 

Boston, Massachusetts 

Committee Members Present : Chair Dubilo; Mahoney, Marcalo, O'Shea and Rainey 

Committee Members Absent : Vice Chair Karam; Trustees Giblin, McCarthy and Moes 

University Administration : President Wilson; General Counsel O'Malley; Vice 
Presidents Julian, Lenhardt, Chmura and Gray; Chancellors Lombardi, Gora, 
MacCormack, Hogan and Lazare; Ms. Wilda, University Controller; Mr. O'Riordan, 
Budget Director; Vice Chancellors for Administration and Finance Hatch, O'Connor, 
Zekan and Griffin; Deputy Chancellor Stanton; Mr. Harrison, Director of Auditing 

Faculty Representatives : Professor May, UMASS Amherst; Professor Schwartz, 
UMASS Boston; Professor Carter, UMASS Lowell 

PrieewaterhouseCoopers : Mr. Hanley and Ms. Gregory 

Chair Dubilo convened the meeting at 8:01 a.m. 

The first item on the agenda was Consideration of Minutes of the Prior Meeting of 
the Committee . 

It was moved, seconded and 

VOTED : To approve the minutes of the October 23, 2003 meeting of the 
Committee. 

The first item on the agenda was the Chair's Report . Chair Dubilo first welcomed 
Trustee O'Shea to his first meeting as a member of the Committee and introduced Ellen 
O'Connor, UMASS Boston and Louis Griffin, UMASS Lowell, newly appointed Vice 
Chancellors for Administration and Finance. 



, 



I 



Committee on Administration, Finance and Audit 
January 22, 2004 



Chair Dubilo also reported that the state and national economic picture continues to 
improve which will ultimately benefit the University. 

The next item was the President's Report . President Wilson reported on recent 
actions of the Legislature: funding the contracts for faculty and staff, providing a $10 
million supplemental appropriation and approving a stimulus economic bill, which will 
provide money for research endeavors among other things. 

President Wilson reported that the University has submitted a level funding budget 
request for $390 million. While the state still faces many economic challenges the 
University expects strong support from the Governor and the Legislature. 

President Wilson also announced that the Lowell campus is looking into the recent 
news about the awarding of contracts; Mr. Harrison will also undertake a study on this 
issue. There was also a High Tech Advisory Council meeting in the office recently that 
helped provide the University with some information on what steps we need to take to 
serve the needs of business and industry in Massachusetts. 

The next item was the Vice President's Report . Vice President Lenhardt reported 
that $13 million in increases to employees has been distributed over the last two weeks; 
the remaining $13 million will be distributed in the next couple of months following the 
merit review process. The Board of Higher Education Task Force on Tuition and Fees 
has been put on hold for the time being. The final financial report has been distributed 
including the figures from the Building Authority and will be discussed later today. 

Vice President Lenhardt also reported that a state public higher education report 
showed the Commonwealth as 50 th in the United States in state public higher education 
dollar support. 

The next item was Audit Reports . Mr. Hanley and Ms. Gregory from 
PricewaterhouseCoopers reported on the FY2003 University Management Letter , the 
Office of Student Financial Assistance Report and the A-133 Audit Report . 

Trustee Mahoney had a question about the University's inventory of fixed assets. 
The University completed a portion of its physical inventory of computer equipment but 
an entire inventory on fixed assets has not been performed in many years. 

Currently, the requirement for organizations receiving federal funding is that all 
assets purchased with federal funds be inventoried every two years. At least one or more 
of the University's campuses have failed to meet these regulations. Trustee Mahoney 
requested information about those that have not met these regulations. 

-2- 



I 



Committee on Administration, Finance and Audit 
January 22, 2004 

Ms. Wilda responded that the University would implement a PeopleSoft fixed assets 
module, which will perfect the inventory records and assist in tracking our assets. 

There was a brief discussion about the Sarbanes-Oxley Act. Due to the amount of 
Federal funding received by the University it was recommended that management 
evaluate the University's current code of conduct in identifying areas for improvement 
and that the University consider having key departmental business managers and senior 
administrators confirm the accuracy of data that is transmitted to the President and this 
Committee in the form of financial statements. 

Trustee Mahoney requested that this issue continue to be monitored and updated; 
Chair Dubilo emphasized that he will stay on top of it and that this issue will return to the 
Committee for further review. 

Chair Dubilo and Trustee Mahoney noted the success of this year's Management 
Letter. 

Mr. Harrison reported on the remaining audits and provided an update of audits in 
progress. Some of the highlights included: the State Audit Office's review of the 
Treasurer's Office has ended and we are awaiting a final report; the State Audit Office is 
also performing a follow-up inquiry to the results of the UMASS Amherst bookstore 
privatization. 

Mr. Harrison also mentioned the informational item, the National Association of 
College and University Business Officers Advisory Report. Mr. Harrison believes the 
University is in good standing as far as the Sarbanes-Oxley Act with the recently 
approved Audit Charter. 

It was moved, seconded and 

VOTED : To recommend that the Board accept the following Audit Reports: 

1 . F Y2003 University Management Letter (Doc. T04-0 1 9) 

2. Office of Student Financial Assistance Report (Doc. T04-0 1 7) 

3. A- 133 Audit Report (Doc. T04-0 18) 

4. WUMB-FM Radio Financial Statements and Supplementary 
Information and Communication Letter (Doc. T04-004) 

5. WFCR-FM & the Friends of WFCR, Inc. Combined Financial 
Statements, WFCR-FM Management Letter and Communication 
Letter (Doc. T04-002) 

6. Purchase Credit Card Program Review, UMASS Boston, Dartmouth 
and Lowell (Doc. T04-001) 



> 



Committee on Administration, Finance and Audit 
January 22, 2004 

7. Intercollegiate Athletic Department, Statement of Revenues and 
Expenditures (Doc. T04-015) 

8. Report on the Minuteman Court Club and UMASS Athletic Sports 
Activity Fund (Doc. T04-016) 

9. Audit Activity Report (Doc. T04-005) 

The next item was the FY2003 Financial Report . Ms. Wilda presented several 
highlights from the report, the University's combined net assets increased $108.3 million 
from $1.12 billion in FY2002 to $1.23 billion in FY03 due to increases in tuition and fee 
rates, costs cutting because of anticipated budget cuts, increases in building construction 
with funds from capital gifts and grants and contracts and a $30.8 million payment from 
UMass Memorial Health Center and increases in manufacturing net operating income 
from the operations of the Massachusetts Biologies Lab. 

It was moved, seconded and 

VOTED : To recommend that the Board accept the following report: 

To approve the FY2003 Financial Report as contained in Doc. T04-014. 

The next item was FY2005 Student Charges . Mr. O'Riordan reported that the 
University has hope that the state budget situation has stabilized to the point where 
dramatic fee increases are unnecessary and a return to a policy of holding fee increases to 
no more than the rate of inflation might be in order. 

Mr. O'Riordan reported that no increase in undergraduate resident and non-resident 
tuition rates are proposed for FY05 and proceeded to break down the exact action the 
Committee is being asked to vote on today. President Wilson stated the University's goal 
to provide qualifying students with financial aid. 

It was moved, seconded and 



-4- 



Committee on Administration, Finance and Audit 
January 22, 2004 

VOTED : To recommend that the Board take the following action: 

In accordance with Section 1A of Chapter 75 of the General Laws, to 
establish and approve tuition at the following maximum rates for the 
Amherst, Boston, Dartmouth and Lowell campuses for academic year 
2004-2005: 



I 



Tuition Amherst Boston Dartmouth Lowell 

Undergraduate (resident) $1,714 $1,714 $1,417 $1,454 

Undergraduate (non-resident) $9,937 $9,758 $8,099 $8,567 

Graduate (resident) $2,640 $2,590 $2,071 $2,183 

Graduate (non-resident) $9,937 $9,758 $8,099 $8,567 

And further, in accordance with Section LA of Chapter 75 of the General 
Laws, to establish and approve the following maximum mandatory fee 
rates for the Amherst, Boston, Dartmouth, and Lowell campuses for 
academic year 2004-2005: 



Total Mandatory Fees (Curriculum 


& Other 


Boston 


Dartmouth 




Mandatory Charges) 


Amherst 


Lowell 


Undergraduate (resident) 




$7,294 


$6,310 


$6,385 


$6,437 


Undergraduate (non-resident) 




$7,924 


$8,999 


$9,203 


$9,857 


Graduate (resident) 




$6,639 


$6,322 


$6,868 


$5,811 * 


Graduate (non-resident) 




$7,544 


$9,011 


$9,203 


$8,297 * 


*Per 9 credit load 













And further, in accordance with Policy T92-031, Appendix E, to authorize 
the President to approve, no later than April 9th, 2004, the individual rates 
for mandatory charges, providing that total mandatory student charges 
shall not exceed the total rates as outlined below for the Amherst, Boston, 
Dartmouth, and Lowell campuses for academic year 2004-2005: 



Total Mandatory Student Charges 


Amherst 


Boston 


Dartmouth 


Lowell 


Undergraduate (resident) 


$9,008 


$8,023 


$7,802 


$7,891 


Undergraduate (non-resident) 


$17,861 


$18,757 


$17,302 


$18,424 


Graduate (resident) 


$9,279 


$8,912 


$8,939 


$7,994 


Graduate (non-resident) 


$17,481 


$18,769 


$17,302 


$16,864 



5- 



> 



Committee on Administration, Finance and Audit 
January 22, 2004 



And further, in accordance with Section 1A of Chapter 75 of the General 
Laws, to establish and approve the following tuition and maximum 
mandatory fee rates for the Worcester campus for academic year 2004- 
2005: 



Worcester 



Medical School (resident) 
Ph.D./MD (resident) 
Ph.D./MD Years 1-2 (non-resident) 
Ph.D./MD Years 3+ (non-resident) 
Graduate School of Nursing (resident) 
Graduate School of Nursing (non-resident) 
Grad. School of Biomedical Science (resident) 
Grad. School of Biomedical Science(non-resident) 



Tuition 


Mandatory 
Fees 


Total 
Student 
Charges 


$8,352 


$5,653 


$14,005 


$2,640 


$20,626 


$23,266 


$9,856 


$35,626 


$45,482 


$9,856 


$25,770 


$35,626 


$2,640 


$5,653 


$8,293 


$9,856 


$5,653 


$15,509 


$2,640 


$3,942 


$6,582 


it) $9,856 


$3,942 


$13,798 



> 



And further, in accordance with Section LA of Chapter 75 of the General 
Laws and T92-03 1 (Appendix E), to authorize the President to approve, no 
later than April 9, 2004, final student housing rent and food service 
charges providing that total charge to undergraduate Massachusetts 
resident students shall not exceed the average rates as outlined below for 
academic year 2004- 2005: 



Average Student Housing Rent & Food Service Charges 
(includes residential telecommunication charge) 



Amherst 

Dartmouth 

Lowell 



$6,189 
$7,740 
$6,011 



And further, to authorize the President to approve, no later than April 9, 
2004, the full schedule of rent and food service charges for all other 
classifications of students, room options and meal plans for academic year 
2004-2005. 



> 



Committee on Administration, Finance and Audit 
January 22, 2004 

And further, to authorize the President to approve, no later than April 9, 
2004, individual fee rates for other student fees and student fee/revenue 
based operations charges not already approved by the Board for academic 
year 2004-2005. (Doc. T04-02 1 ) 

Chair Dubilo then asked for a motion to go into Executive Session to discuss the 
Leasing of Real Property and announced that the Committee would resume in open 
session in approximately twenty minutes. 

It was moved, seconded and 

VOTED : To enter Executive Session to discuss the Leasing of Real Property . 

Chair Dubilo voted for the motion as did Trustees Mahoney, Marcalo and O'Shea. 
The time was 9:40 a.m. Chair Dubilo then read a statement excusing himself from the 
Session due to a possible conflict of interest. 

At 10:00 a.m. the Committee returns to Open Session. It is then moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To amend the University of Massachusetts Five- Year Capital Plan as 
contained in document T03-046 by adding the Dartmouth Student 
Housing Project. The total project cost of the facility is estimated to be 
$80,000,000.00. 

And further, 

That the Board of Trustees authorizes the President or his designee to 
enter into on behalf of the University an agreement or series of agreements 
with an organization, consistent with the provisions of St. 1999, c. 127, § 
260, to design, finance, build and manage a student housing project on the 
Dartmouth Campus, the schedule for which may include a multi-year 
phased construction schedule. The President or his designee is further 
authorized to execute any and all documents, including but not limited to 
those assigning or transferring rights and obligations, as the President 
deems necessary or desirable for accomplishing the project. 

The President or his designee is further authorized, on behalf of the 
University, to request the University of Massachusetts Building Authority 
or any other tax-exempt bond issuing authority to provide any assistance 
the President deems necessary or desirable to effectuate the project. 



" 



Committee on Administration, Finance and Audit 
January 22, 2004 

This vote is intended as the expression of the University's official intent 
under Section 1.150-2(d) (1) and (e) of the regulation promulgated by the 
United States Treasury Department under the Internal Revenue Code of 
1986, as amended, toward the issuance of revenue bonds under the 
Enabling Act or other applicable legislation for financing and refinancing 
the cost of any or all of the projects described in paragraph (c) or 1(b) 
above. (T03-046, as amended) 

Chair Dubilo returns to the meeting. 

The next item was Amendments to Worcester Campus Intellectual Property 

Policy . Chancellor Lazare reported that the amendments will provide limitations on the 
UMASS Biologies Laboratory investigators to their sharing in licensing revenues to the 
applied research programs conducted by MBL and fairly share the Bayh-Dole incentives 
with Medical School researchers when the best value for an intellectual property is 
received with up front equity participation. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To amend Doc. T96-040 as approved on April 11, 1996 by the Board of 
Trustees for the University of Massachusetts Worcester, as amended by 
vote of said Board on May 5, 1999, by (1) modifying the second bullet 
under Section III.G.l.b; (2) adding a new Section III.G.l.c; (3) replacing 
the introductory paragraph for Section III.G.2.; (4) replacing Section 
III.G.2.b.; (5) adding new Sections III.G.2.C, III.G.2.d, and IIIG.2.e; and 
(6) modifying Section I.D, as follows: 



III.G.l.b.- Thirty percent (30%) to the inventor(s) or creator(s), except to 
the extent the revenue from Intellectual Property is derived from 
University of Massachusetts Biologies Laboratory projects. In the case of 
multiple inventors or creators, their shares will be distributed as they 
unanimously agree at the time of the invention disclosure. If the inventors 
or creators cannot agree on the distribution between (among) them, their 
shares will be distributed in equal portions. 

III.G.l.c. Notwithstanding the other provisions of this policy, unless the 
Chancellor with the approval of the President specifically determines 
otherwise or as required by law, employees of the University of 
Massachusetts Biologies Laboratory, and other employees of the 
University working on projects funded by and in collaboration with said 

-8- 



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Committee on Administration, Finance and Audit 
January 22, 2004 

Biologies Laboratory, shall not receive an inventor(s)/creator(s) share 
distribution of non-equity licensing revenue; provided further, that all such 
revenue that would have gone to said inventor(s) or creator(s) shall go 
instead to said Biologies Laboratory. 

III.G.2. Acceptance of equity — The University may accept an equity 
interest in a company; provided that before the CVTP agrees to accept 
equity, it must receive the approval of the Vice Chancellor for Research, 
the Vice President for Economic Development, and the University 
Treasurer. The equity received by the University in connection with the 
commercialization of Intellectual Property will be held until liquidation, 
unless otherwise distributed pursuant to Section III.G.2. d or III.G.2.e 
below, with the proceeds distributed as follows: 

III.G.2.b. The remaining proceeds from equity liquidation will be 
distributed as follows: 

• Thirty percent (30%) to the inventor(s) or creators) except to the 
extent the equity is consideration for the licensing of Intellectual 
Property that is derived from University of Massachusetts Biologies 
Laboratory projects. In the case of multiple inventors or creators, their 
shares will be distributed as they unanimously agree at the time of the 
invention disclosure. If the inventors or creators cannot agree on the 
distribution between (among) them, their shares will be distributed in 
equal portions. 

• Fifteen percent (15%) for endowment in the department or program of 
the inventor(s) or creator(s). 

• Fifty-five percent (55%) to the campus for endowment or development 
of research or scholarship, as determined by the Chancellor. 

If the inventor(s)/creator(s) share has been distributed directly to the 
inventor(s) or creator(s) pursuant to Section III.G.2.d, all of the remaining 
proceeds from equity liquidation will be distributed between the 
department or program and the campus in the relative proportions of this 
Section. 

III.G.2.C. Notwithstanding the other provisions of this policy, unless the 
Chancellor with the approval of the President specifically determines 
otherwise or as required by law, employees of the University of 
Massachusetts Biologies Laboratory, and other employees of the 
University working on projects funded by and in collaboration with said 
Biologies Laboratory, shall not receive an inventor(s)/creator(s) share 



r 



Committee on Administration, Finance and Audit 
January 22, 2004 

distribution of equity licensing revenue; provided further, that all such 
revenue that would have gone to said inventors shall go instead to said 
Biologies Laboratory. 

III.G.2.d. When the University accepts equity in a company as 
consideration for a technology licensing transaction, the University, taking 
into account any legal restrictions and the wishes of each inventor or 
creator involved, shall: 



• 



/ 



Arrange for the inventor(s)/creator(s) to receive his or her share of 
equity directly from the company upon execution of the relevant 
agreement rather than upon liquidation pursuant to paragraph III.G.2.b. 
above or 

• Take all equity, including the inventor(s)/creator(s) share, in the name 
of the University, in which case the Treasurer will make decisions 
regarding equity disposition based upon sound business judgment and 
information available to investors and will coordinate with the 
appropriate University officials if necessary; the inventor(s)/creator(s)' 
sole right being receipt of the inventor(s)/creator(s) share of such 
equity or its cash equivalent at such time and in such form as the 
Treasurer shall deem appropriate. At the determination of the 
Treasurer, equity may also be held on behalf of the University by the 
University of Massachusetts Foundation, Inc., or another outside 
investment advisor to minimize potential institutional conflicts of 
interest; provided that the interests of the inventor(s)/creator(s) 
provided for in this section remain in full force and effect. 

III.G.2.e. In each transaction in which the University determines to hold 
rather than liquidate the equity it has accepted, it will ordinarily, within 
one year after the University's receipt of such equity in a publicly traded 
company, or within one year after the time when such equity in a company 
in which the University has accepted equity becomes eligible to be 
publicly traded, distribute the inventor(s)/creator(s) share of the equity or 
its cash proceeds as determined by the University consistent with the 
formula provided for in this policy. 

I.D. CVTP - The University Office of Commercial Ventures and 
intellectual Property, which has primary responsibility for administering 
the development and commercialization of Intellectual Property through 
licensing or other arrangements. CVIP may also be referred to as the 
Office of Technology Management or OTM. (Doc. T96-040, as amended) 

-10- 



Committee on Administration, Finance and Audit 
January 22, 2004 

The next item was Amendment to University Capital Plan, Worcester Medical 

Office Building Project. Chancellor Lazare reported that the Medical School is 
requesting an amendment to the Capital Plan to include $20 million for a medical office 
building at the site of the new parking facility. Campus operating funds and UMass 
Memorial lease payments for use of the space will fund the program. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To amend the University of Massachusetts Five- Year Capital Plan as 
contained in Doc. T03-046 by adding the Worcester Medical Office 
Building project. The total project cost of the facility is estimated to be 
$20,000,000. (Doc. T03-046, Addendum 1) 

The next item was Amendment to Medical Education Trust Fund Statement of 

Trust, UMASS Worcester . Deputy Chancellor Stanton reported that this revision would 
allow the Worcester campus to utilize an existing revenue based trust fund to manage the 
finances by removing old language. The revised trust fund will provide programs in 
professional continuing education to physicians, nurses and other health professionals. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To amend Doc. T77-066 by striking the last sentence of the first 
paragraph. 

The next item was Amendment to Amherst Capital Plan and Other Action . Vice 
Chancellor Hatch reported that the Amherst campus is requesting an amendment to the 
Capital Plan by adding a student housing project estimated to cost $85,000,000. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To amend the University of Massachusetts Five- Year Capital Plan as 
contained in Doc. T03-046 by adding the Amherst Student Housing 
project. The total project cost of the facility is estimated to be 



$85,000,000. 



And further, 



11 



Committee on Administration, Finance and Audit 
"^ January 22, 2004 

That the University reasonably expects to incur debt to reimburse 
expenditures, including expenditures made within one year from the date 
of this vote, temporarily advanced from internal funds or internal loans for 
the design and construction of student housing at the Amherst campus, the 
maximum principal amount of debt expected to be issued for such project, 
including for reimbursement purposes, being $85,000,000. 

And further, 

WHEREAS, the University of Massachusetts Building Authority (the 
Building Authority) was created by Chapter 773 of the Acts of 1960 of the 
Commonwealth of Massachusetts (the Commonwealth) (said Chapter 773, 
as amended, being hereinafter called the Enabling Act) as a body politic 
and corporate and a public instrumentally of the Commonwealth; 

WHEREAS, the Building Authority was created by the Enabling Act for 
the general purposes of aiding and contributing to the performance of the 
educational and other purposes of the University of Massachusetts (the 
University) by providing dormitories, dining commons and other buildings 
and structures for the use of the University, its students, staff and their 
^k dependents and for lease to or use by an organization or association, in any 

form, of students or others the activities of which are a part of the 
activities at the University and subject to regulation by the Board of 
Trustees of the University (the Trustees), a research, foundation or other 
research organization the operation of which in conjunction with the 
University is approved by the Trustees or other entity and activities of 
which are approved by the Trustees as furthering the purposes of the 
University; 

WHEREAS, the Building Authority is authorized by the Enabling Act, 
among other things, (a) To construct buildings or structures and to acquire, 
add to, alter, enlarge, reconstruct, remodel and do other work in or upon or 
respecting any building or structure, in each case upon written request 
made by authority of the Trustees; and to provide and install furnishings, 
furniture, machinery, equipment, facilities, approaches, driveways, 
walkways, parking areas, planting and landscaping in or for or related to 
any such building or structure; provided that such approaches, driveways, 
parking areas, planting and landscaping be approved by authority of the 
Trustees; (b) To borrow money from time to time to achieve any one or 
more of its corporate purposes and to refund obligations earlier incurred 
for any such purpose and for refunding, and to issue and sell its revenue 
bonds and notes therefore, payable solely from its revenues; 

% 

-12- 



Committee on Administration, Finance and Audit 
January 22, 2004 

WHEREAS, The Massachusetts Health and Educational Facilities 
Authority (HEFA) or the Massachusetts Development Finance Agency 
(MDFA) in the judgment of the President provides a suitable alternative to 
financing projects to effectuate the projects in the Capital Plan; 

WHEREAS, the Treasurer is authorized to make expenditures for said 
Capital Plan from non-appropriated funds, which expenditures are to be 
reimbursed from the proceeds of financing issued through the Authority, 
HEFA or MDFA; 

WHEREAS, in the judgment of the Trustees it is in the best interests of 
the University, its students, staff and their dependents and said 
organizations that one or more of the aforementioned Authorities or 
Agencies initiate the projects described by the following: 

NOW THEREFORE, BE IT RESOLVED THAT: 

1 . The President of the University be and he hereby is authorized in the 
name and on behalf of the Trustees to make a written request of any or 
all of the Authorities or Agencies listed above that such Authorities or 
Agencies initiate: 

(a) Any or all of the projects set forth in the FY2004 Five- Year Capital 
Plan for the University Doc. T03-046, as amended as long as the 
estimated total project cost does not exceed the estimated total project 
cost listed in Doc. T03-046, as amended by more than 20%; and 

(b) Any other renovation, repair, remodeling or other work in or upon or 
respecting any building or structure owned or used by the University 
or the Building Authority, or the provision, installation, renovation, 
repair or remodeling of or other work upon or respecting any 
furnishings, furniture, machinery, equipment or facilities with respect 
to any such building or structure, all as may be requested of any or all 
of the Authorities or Agencies in writing from time to time by the 
President or Vice President and Treasurer of the University, the 
making of any such request being hereby authorized. 

2. The projects to be initiated by the Authorities or Agencies in 
accordance with the request authorized to be made in Section 1 of this 
resolution may in the discretion of the Authorities or Agencies be 
undertaken separately or together for financing purposes. 



13- 



Committee on Administration, Finance and Audit 
* January 22, 2004 



3. The President of the University and all other officers of the University 
be and they are and each acting singly is authorized and directed to 
request the Commissioner of Administration to approve in writing the 
undertaking by the Building Authority of the projects a request for 
which is hereby authorized and to do such other things and to take 
such other action as to the officer or officers so acting shall, as 
conclusively evidenced by their taking the action hereby authorized, 
deem necessary or desirable to be done or taken to carry into effect the 
matters hereby authorized. 

4. This vote is intended as the expression of the University's official 
intent under Section 1.150-2(d) (1) and (e) of the regulation 
promulgated by the United States Treasury Department under the 
Internal Revenue Code of 1986, as amended, toward the issuance of 
revenue bonds under the Enabling Act or other applicable legislation 
for financing and refinancing the cost of any or all of the projects 
described in paragraph (c) or 1(b) above. 



And further, 



I The Board of Trustees authorizes the President and the Amherst Campus 

to enter a ground lease with the University of Massachusetts Foundation 
or other appropriate 501(c)(3) organization for the purpose of engaging a 
private firm to design, finance, build and manage a student housing project 
if the President and the Amherst campus deem said approach necessary or 
desirable. (Doc. T03-046, as amended) 

There being no further business, the meeting was adjourned at 10:10 a.m. 



Barbara F. DeVico 

Secretary to the Board of Trustees 



% 

-14- 



> 



UNIVERSITY OF MASSACHUSETTS 

AMHERST»BOSTON»DARMOUTH«LOWELL»WORCESTER 

MINUTES OF THE MEETING OF THE 
COMMITTEE ON ADMINSTRATION, FINANCE AND AUDIT 

Thursday, April 29, 2004; 8:00 a.m. 

Board Room 

One Beacon Street - 26 th Floor 

Boston, Massachusetts 

Committee Members Present : Chair Dubilo; Vice Chair Karam; Trustees Brathwaite, 
McCarthy, Marcalo, and O'Shea 

Committee Members Absent : Trustees Giblin, Mahoney, Moes and Rainey 

University Administration : President Wilson; General Counsel O'Malley; Vice Presidents 
Chmura, Gray, Julian and Lenhardt; Chancellors Lombardi, Gora, MacCormack and Hogan; Mr. 
O'Riordan, Budget Director; Vice Chancellors for Administration and Finance Hatch, O'Connor, 
Zekan and Griffin; Deputy Chancellor Stanton; Mr. Harrison, Director of Auditing; Mr. 
MacKenzie, Executive Director, Building Authority; Ms. Harrington, Associate Vice President 

Faculty Representatives : Professor Buzawa, UMASS Lowell 

PricewaterhouseCoopers : Mr. Hanley 

Chair Dubilo convened the meeting at 8:03 a.m. and introduced the first item on the agenda 
for action, Consideration of Minutes of the Prior Meeting of the Committee . 

It was moved, seconded and 

VOTED : To approve the minutes of the January 22, 2004 meeting of the 
Committee. 

The next item on the agenda was the Chair's Report . Chair Dubilo noted that the 
Committee had a full agenda and would review the overall University and campus financial 
position. The Committee will also hear from the University Auditor; review the Mid- Year 
Financial Report; and take a number of actions to enhance the University's Capital Program. 
Chair Dubilo announced that he will recuse himself from the session of the meeting dealing with 
the actions to enhance the University's Capital Program due to possible conflicts of interest. 



> 



, 



Committee on Administration, Finance and Audit 
April 29, 2004 

Chair Dubilo reported that the Investment Subcommittee approved the transformation of the 
Investment Portfolio Process to diversify and sustain the Investment Advisor to the University 
Treasurer. 

Trustee McCarthy asked for clarification on the Investment Committee's decision to change 
the Investment Portfolio Policy. The University has handled the portfolio in-house for a number 
of years and it was prudent to hire a consultant to work with the advisors on the portfolio. 

The next item was the President's Report . President Wilson announced that he released a 
statement in response to yesterday's opinion column in the Massachusetts Daily Collegian which 
criticized Pat Tillman, a U.S. Soldier who was killed in Afghanistan. A copy of the statement is 
available upon request. 

President Wilson reported that today's Performance Measure System Report will show that 
the campuses have managed well in spite of the last difficult years. In the Performance Measure 
System Report the campuses have benchmarked their data against peer institutions. 

The next item was the Vice President's Report . Vice President Lenhardt reported that a 
discussion had taken place this week with two rating agencies, Standard & Poors, and Fitch. 
Both of the agencies will be favorable to the University in terms of their ratings. 

Vice President Lenhardt reported that today's discussion would focus on the indicators and 
financial health of the University and the campuses. 

The next item for Discussion was the FY2003 Financial Ratios Analysis of University 

Systems . Vice President Lenhardt reported that the following issues require constant 
consideration: 

•What is the annual operating margin of the University? Is the University operating in a 

surplus or deficit situation? 
•Do we have sufficient liquidity in effect? Is our financial cushion adequate to make sure 

that in a time of crisis are there enough unrestricted funds available to operate in an effective 

manner? 

•Physical plant condition is a major issue for the University. 
•The University's endowment can be a primary motivator and generator of unrestricted and 

restricted funds. 

Challenges include: 

•To increase the University's unrestricted revenues which include state appropriation, general 
student fees, some interest income, and certain administrative funds; 



> 



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^ 



Committee on Administration, Finance and Audit 
y April 29, 2004 

•To continue to raise the University's restricted revenue which include private gifts and 
grants, federal and state grants and contracts which provide the large margin of excellence 
for the University; 

•To control personnel expenses. 

Vice President Lenhardt also reported that opportunities have come out of the Strategic Plans 
presented by the Chancellors. The University wants to recruit good students and good faculty; 
expand its research agenda and research dollars; expand online education; and have better 
facilities. 

The next item was the FY2004 and FY2009 Financial Indicators Report - Performance 

Measurement System Report . Vice President Lenhardt reported that the Financial Indicators 
encourage the setting of financial targets for the campuses; identifies performance against peers 
for benchmarking; provides an objective position of the financial condition; and incorporates into 
the Performance Measurement System established in 1997. Highlights included: 

•The Operating Margin is at 0.5% as audited in FY2003. We anticipate that it will go to 

1.5%inFY2009; 
•Financial Cushion - the unrestricted revenues available to the University in the event of a 

crisis situation was at 17.1% in FY2003. The average for peer systems was at 17.7%. 

Financial Cushion projections for FY2009 are currently at 10.6%; 
•Debt Service to Operations - how much funds the University spends on an annual basis to 

service debt is at 4.1% against a peer average of 4.6%. Debt Service to Operations 

projections for FY2009 is 4.6%; 
•Endowment Per Student is at $3,530 per student with a peer average of $12,000 per student. 

Endowment Per Student is projected to increase to $4,000 in FY2009. 
•Age of Facilities - this new ratio attempts to show the conditions that the University's 

buildings are in. Currently we are at a ratio of 10.4. Age of Facilities projection for 

FY2009is 12.7. 

Vice President Lenhardt indicated that campus summaries of the report are available upon 
request. 

The next item was Amendment to the University Capital Plan, Amherst Health Center, 
Boston Athletic Facilities, Dartmouth Research Building Extension, Lowell Parking 
Garage and Worcester Medical Office Building Projects . Vice President Lenhardt reported 
that the purpose of this vote is to approve amendments to the Capital Plan. 

It was moved, seconded and 



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Committee on Administration, Finance and Audit 
April 29, 2004 

VOTED : To recommend that the Board take the following action: 

To amend the University of Massachusetts Five-Year Capital Plan as 
contained in document T03-046 by adding the following new projects: 

Renovation and repairs to Health Center at the Amherst campus. The total 
project cost of the project is estimated to be $5,500,000. 

Renovation and equipping of Locker Rooms, Beacon Fitness Center and 
Clark Athletic Center at the Boston campus. The total project cost of the 
project is estimated to be $500,000. 

Renovation, equipping and construction of an addition to the Violette 
Research Building at the Dartmouth campus. The total project cost for the 
project is estimated to be $1 1,000,000. 

Medical Office Building project at the Worcester campus. The total 
project cost of the facility is estimated to be $20,000,000. 

And further to amend the University of Massachusetts Five-Year Capital 
Plan as contained in document T03-046 by increasing the total project cost 
of the Parking Garage project at the Lowell campus from $9,000,000 to 
$13,000,000. (Doc. T03-046, Addendum 1) 

The next item was University Capital Plan Update, Request for the University of 
Massachusetts Building Authority to Undertake Certain Capital Projects and Declaration 
of Official Intent Relative to the Financing and Construction of Student Housing at the 
Amherst Campus . Vice President Lenhardt reported that this had previously been voted on but 
an amendment was necessary to correct the estimated cost of the Amherst campus Dorm Project. 

Trustee McCarthy indicated that he did not have a problem with what is being proposed, but 
had a problem with the last "And Further" section of the vote. He expressed that as the Labor 
Representative to the Board he wanted the opportunity to inform his constituents of the 
amendment. 

Trustee McCarthy then asked to submit a motion to hold off on the vote. The motion 
was moved, and not seconded. 

The original motion was moved, seconded and 



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Committee on Administration, Finance and Audit 
^ April 29, 2004 

VOTED : To recommend that the Board take the following action: 

To further amend the University of Massachusetts Five- Year Capital Plan 
as contained in Doc. T03-046 by increasing the total project cost of the 
Amherst Student Housing project from an estimated $85,000,000 to 
$105,000,000. 

And further, 

That the University reasonably expects to incur debt to reimburse 
expenditures, including expenditures made within one year from the date 
of this vote, temporarily advanced from internal funds or internal loans for 
the design and construction of student housing at the Amherst campus, the 
maximum principal amount of debt expected to be issued for such project, 
including for reimbursement purposes, being $105,000,000. 

And further, 

WHEREAS, the University of Massachusetts Building Authority (the Building 

Authority ) was created by Chapter 773 of the Acts of 1960 of the 

| Commonwealth of Massachusetts (the Commonwealth) (said Chapter 773, 

as amended, being hereinafter called the Enabling Act ) as a body politic 
and corporate and a public instrumentally of the Commonwealth; 

WHEREAS, the Building Authority was created by the Enabling Act for the general 
purposes of aiding and contributing to the performance of the educational 
and other purposes of the University of Massachusetts (the University ) by 
providing dormitories, dining commons and other buildings and structures 
for the use of the University, its students, staff and their dependents and 
for lease to or use by an organization or association, in any form, of 
students or others the activities of which are a part of the activities at the 
University and subject to regulation by the Board of Trustees of the 
University (the Trustees ), a research, foundation or other research 
organization the operation of which in conjunction with the University is 
approved by the Trustees or other entity and activities of which are 
approved by the Trustees as furthering the purposes of the University; 

WHEREAS, the Building Authority is authorized by the Enabling Act, among other 
things, (a) To construct buildings or structures and to acquire, add to, alter, 
enlarge, reconstruct, remodel and do other work in or upon or respecting 
any building or structure, in each case upon written request made by 
authority of the Trustees; and to provide and install furnishings, furniture, 
% machinery, equipment, facilities, approaches, driveways, walkways, 

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Committee on Administration, Finance and Audit 
April 29, 2004 

parking areas, planting and landscaping in or for or related to any such 
building or structure; provided that such approaches, driveways, parking 
areas, planting and landscaping be approved by authority of the Trustees; 
(b) To borrow money from time to time to achieve any one or more of its 
corporate purposes and to refund obligations earlier incurred for any such 
purpose and for refunding, and to issue and sell its revenue bonds and 
notes therefore, payable solely from its revenues; 

WHEREAS, The Massachusetts Health and Educational Facilities Authority (HEFA) 
or the Massachusetts Development Finance Agency (MDFA) in the 
judgment of the President provides a suitable alternative to financing 
projects to effectuate the projects in the Capital Plan; 

WHEREAS, the Treasurer is authorized to make expenditures for said Capital Plan 
from non-appropriated funds, which expenditures are to be reimbursed 
from the proceeds of financing issued through the Authority, HEFA or 
MDFA; 

WHEREAS, in the judgment of the Trustees it is in the best interests of the 
University, its students, staff and their dependents and said organizations 
that one or more of the aforementioned Authorities or Agencies initiate the 
projects described by the following: 

NOW THEREFORE, BE IT RESOLVED THAT, 

1. The President of the University be and he hereby is authorized in the 
name and on behalf of the Trustees to make a written request of any or all 
of the Authorities or Agencies listed above that such Authorities or 
Agencies initiate: 

(a) Any or all of the projects set forth in the FY2004 Five- Year Capital 
Plan for the University Doc. T03-046, as amended as long as the estimated 
total project cost does not exceed the estimated total project cost listed in 
Doc. T03-046, as amended by more than 20%; and 

(b) Any other construction of or respecting or renovation, repair, 
remodeling or other work in or upon or respecting any building or 
structure owned or used or to be owned or used by the University or the 
Authority, or the provision, installation, renovation, repair or remodeling 
of or other work upon or respecting any furnishings, furniture, machinery, 
equipment or facilities with respect to any such building or structure, all as 
may be requested of the Authority in writing from time to time by the 
President of the University, the Executive Vice President of the University 

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Committee on Administration, Finance and Audit 
y April 29, 2004 

or the Vice President for Management and Fiscal Affairs and Treasurer of 
the University, each acting alone, the making of any such request being 
hereby authorized. 

2. The projects to be initiated by the Authorities or Agencies in 
accordance with the request authorized to be made in Section 1 of this 
resolution may in the discretion of the Authorities or Agencies be 
undertaken separately or together for financing purposes. 

3. The President of the University and all other officers of the University 
be and they are and each acting singly is authorized and directed to request 
the Commissioner of Administration to approve in writing the undertaking 
by the Building Authority of the projects a request for which is hereby 
authorized and to do such other things and to take such other action as to 
the officer or officers so acting shall, as conclusively evidenced by their 
taking the action hereby authorized, deem necessary or desirable to be 
done or taken to carry into effect the matters hereby authorized. 

4. This vote is intended as the expression of the University s official intent 
under Section 1.150-2(d) (1) and (e) of the regulation promulgated by the 
United States Treasury Department under the Internal Revenue Code of 
1986, as amended, toward the issuance of revenue bonds under the 
Enabling Act or other applicable legislation for financing and refinancing 
the cost of any or all of the projects described in paragraph (c) or 1(b) 
above. 

And further, 

The Board of Trustees authorizes the President and the Amherst Campus 
to enter a ground lease with the University of Massachusetts Foundation 
or other appropriate 501(c)(3) organization for the purpose of engaging a 
private firm to design, finance, build and manage a student housing project 
if the President and the Amherst campus deem said approach necessary or 
desirable. (Doc. T03-046, as amended) 

Trustee McCarthy voted against the motion. 

The next item was Authorization for the Use of University Property by the Department 
of Marine Fisheries (DMF) for the Construction, Operation and Maintenance of a Building 
for the Department of Marine Fisheries and the Marine Fisheries Institute (MFI); UMASS 
Dartmouth . Vice President Lenhardt reported that the purpose of this vote is to give the 
Dartmouth campus the authority to enter into an agreement with the State Department of Marine 



Committee on Administration, Finance and Audit 
April 29, 2004 

Fisheries to construct, operate, and maintain a building for the Department of Marine Fisheries 
and the Marine Fisheries Institute. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

That the Board of Trustees approves and authorizes the use of University 
property by the Department of Marine Fisheries (DMF) for the 
construction, operation and maintenance of a building for the Department 
of Marine Fisheries and the Marine Fisheries Institute (MFI). Said 
property is located at the School of Marine Science and Technology 
(SMAST) site in New Bedford. The building will be paid for and used by 
DMF. No University funds will be provided for the construction or 
operation of the facility. If the facility ceases to be used by DMF for the 
stated purposes the facility shall revert in its entirety to UMD with 
exclusive right to reassign its use. (Doc. T04-041) 

The next item was Authorization to Purchase Five Fraternity Houses Adjacent to the 
University of Massachusetts Amherst Campus . Chancellor Lombardi reported that the 
Amherst campus has been in conversation with the property owners, and is in negotiations to 
purchase the property. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To authorize the Amherst campus to purchase five fraternity houses 
adjacent to the campus at a cost to be negotiated by the Commonwealth of 
Massachusetts Division of Capital Asset Management and approved by 
the President of the University or his designee. (Doc. T04-045) 

The next item was Audit Report . Mr. Harrison then reported on the Activity Report. 
Highlights included: 

•A draft internal audit report of the UMASS Lowell campus research area has been provided 

to President Wilson for further discussion and planning; 
•A Request For Bid seeking proposals from qualified independent audit firms has been 

issued. The goal is to establish a pre-qualified vendor list interested in providing internal 

audit support services; 
•All five campuses and the President's Office have reissued the University Fraud Policy to 

employees. The Principles of Employee Conduct and information about the Conflicts of 

Interest Law have also been issued. The policies will be issued annually; 

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Committee on Administration, Finance and Audit 
April 29, 2004 

•At the Committee's request, we regularly discuss the Sarbanes-Oxley Act and have met with 

Paul Hanley from PricewaterhouseCoopers to discuss NACUBO recommendations. Any 

suggestions for implementation of additional sections of the Act will be presented to the 

Committee Chair; 
•As a result of the recently completed internal audit on the University's Procard programs, 

the Purchasing Council Group has issued a Request For Bid for banking services for the 

University-wide purchasing card program. The Amherst campus Procurement Office will 

lead the effort; 
•The State Audit Office completed its ten month review of the University Treasurer's Office. 

A draft report of the review is expected by May, and a copy of any published report will be 

sent to the Board; 
•The State Audit Office completed work on the Amherst campus bookstore privatization 

dealing with the Pacheco Law; 
•In July, Paul Hanley from PricewaterhouseCoopers will present the FY2004 Financial Audit 

Service Plan to the Board. 

It was moved, seconded and 

VOTED : To recommend that the Board accept the following Audit Report: 

1 . University Auditing Activity Report (Doc. T04-027) 

The next information item was the FY2004 Mid- Year Report . Vice President Lenhardt 
reported that this report assesses the University's financial situation mid-year. He also reported 
that fiscal offices on the campuses are now using the PeopleSoft Financial System to effectively 
keep track of budgets and actuals, and financial reporting. 

At 9:03 a.m. Chair Dubilo recused himself from the meeting due to possible conflicts of 
interest. 

Vice Chair Karam introduced the next item for action Authorization to Transfer 
Endowment Funds to UMASS Foundation . 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

WHEREAS, The University of Massachusetts Foundation has been established to 
assist the University of Massachusetts in private fund raising and the 
management of endowment funds; and 



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Committee on Administration, Finance and Audit 
April 29, 2004 

WHEREAS, The University of Massachusetts and the Foundation will enter into an 
agreement to assure that University funds are separately accounted for and 
held as agency funds; 

NOW, THEREFORE, BE IT RESOLVED THAT, 

The University of Massachusetts Trustees authorizes the transfer of 
endowment funds of the University of Massachusetts to the University of 
Massachusetts Foundation and that an appropriate agreement for such 
purposes shall be executed between the parties. (Doc. T04-043) 

Vice President Lenhardt introduced Mr. MacKenzie, Executive Director of the Building 
Authority. Mr. MacKenzie referred the Committee to a two page document summarizing the 
next five votes which are related to effectuating a bond issue. 

The next item was Resolution of the Board of Trustees of the University of 
Massachusetts Authorizing Requests for the Initiation of Projects and Other Actions . Vice 
President Lenhardt reported that the purpose of this vote is to approve the projects described in 
the Capital Plan. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

WHEREAS,The University of Massachusetts Building Authority (the "Authority") is 
authorized by Chapter 773 of the Acts of 1960, as amended (the "Enabling 
Act"), among other things, to provide dormitories, dining commons and 
other buildings and structures for the use of the University of 
Massachusetts (the "University"), its students, staff and their dependents 
and certain organizations related to the University, to alter, enlarge, 
reconstruct, remodel and do other work in or upon or respecting any 
building or structure, to provide and install furnishings, furniture, 
machinery, equipment and facilities in or for or related to any such 
building or structure and to initiate projects for such purposes upon written 
request made by authority of the Board of Trustees (the "Trustees") of the 
University and upon written approval from the Commissioner of 
Administration; and 

WHEREAS,In the judgment of the Trustees it is in the best interests of the 
University, its students, staff and their dependents and said organizations 
that the Authority initiate the projects described below; 



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Committee on Administration, Finance and Audit 
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NOW, THEREFORE, BE IT RESOLVED THAT 

1 . The President of the University, the Executive Vice President of the 
University and the Vice President for Management and Fiscal Affairs and 
Treasurer of the University, each acting alone, are hereby authorized in the 
name and on behalf of the Trustees to make a written request of the 
Authority that the Authority initiate the following projects: 

(a) (i) the renovation and equipping of and the construction and equipping 
of an addition to the Violette Research Building at the Dartmouth campus 
of the University to provide facilities for a botulinum research center and 
other purposes deemed appropriate by the University and (ii) the 
renovation and equipping of the men's and women's locker rooms in the 
Beacon Fitness Center and the Clark Athletic Center at the Boston campus 
of the University; and (iii) the renovation and equipping of the Health 
Center at the Amherst campus of the University; and 

(b) any other construction of or respecting or renovation, repair, 
remodeling or other work in or upon or respecting any building or 
structure owned or used or to be owned or used by the University or the 
Authority, or the provision, installation, renovation, repair or remodeling 
of or other work upon or respecting any furnishings, furniture, machinery, 
equipment or facilities with respect to any such building or structure, all as 
may be requested of the Authority in writing from time to time by the 
President of the University, the Executive Vice President of the University 
or the Vice President for Management and Fiscal Affairs and Treasurer of 
the University, each acting alone, the making of any such request being 
hereby authorized. 

2. The Authority is hereby requested to provide additional financing for 
the construction of the parking garage at the Lowell campus of the 
University originally financed by the Authority's Project Revenue Bonds, 
Senior Series 2003-1, and the President of the University, the Executive 
Vice President of the University and the Vice President for Management 
and Fiscal Affairs and Treasurer of the University, each acting alone, are 
hereby authorized to make a written request of the Authority that the 
Authority issue its bonds to provide such additional financing in an 
amount (including the costs of issuance of such bonds and capitalized 
interest, if any) not to exceed the amount set forth in such request (and 
such additional financing shall not exceed the amount set forth in such 
request). 



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Committee on Administration, Finance and Audit 
April 29, 2004 

3. Any of the projects to be initiated by the Authority in accordance with 
any request authorized to be made in Section 1 of this resolution may in 
the discretion of the Authority be undertaken separately or together for 
financing purposes, and the additional financing authorized in Section 2 of 
this resolution may in the discretion of the Authority be provided 
separately or together with the provision of financing for any one or more 
such projects or any one or more projects a written request for the 
initiation of which by the Authority has been authorized by the Trustees 
other than by this resolution (or by any combination of any of the projects 
referred to above in this sentence). 

4. The President of the University, the Executive Vice President of the 
University and the Vice President for Management and Fiscal Affairs and 
Treasurer of the University, each acting alone, and each other officer of 
the University, acting alone, are hereby authorized to request the 
Commissioner of Administration from time to time to approve in writing 
the undertaking by the Authority of any of the projects a request for which 
is authorized in Section 1 of this resolution and to do such other things and 
to take such other action as the officer or officers so acting shall, as 
conclusively evidenced by their taking the action hereby authorized, deem 
necessary or desirable to be done or taken to carry into effect the matters 
hereby authorized. 

5. The authorization in this resolution of a written request of the Authority 
that the Authority initiate the project described in clause (a)(ii) of Section 
1 of this resolution is not intended to limit the generality of the written 
request authorized in Section 1(a) of the vote adopted by the Trustees on 
February 4, 2004 identified as "ACTION ITEM #b, 5: Amendment to 
Amherst Capital Plan and Other Actions" and as "DOC. & VOTE I.D. #: 
T03-046, as amended." 

6. This resolution is intended as the expression of the University's official 
intent under Section 1.150-2(d)(l) and (e) of the regulations promulgated 
by the United States Treasury Department under the Internal Revenue 
Code of 1986, as amended, toward the issuance of revenue bonds under 
the Enabling Act for financing and refinancing the cost of any or all of the 
projects described in Section 1 or Section 2 of this resolution. (Doc. T04- 
036) 

The next item was Resolution of the Board of Trustees of the University of 
Massachusetts Approving Refunding . Vice President Lenhardt reported that the purpose of 
this vote is to allow the Building Authority to refinance some of its existing debts and to receive 
present value savings and free up some reserve funds. 

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Committee on Administration, Finance and Audit 
April 29, 2004 

Mr. MacKenzie reported that in addition to interest rate savings, the Building Authority 
would like to apply for Commonwealth Guarantee for some of the projects. Another benefit is 
something called the "Section 10 Reserve" which is required for all projects that are 
Commonwealth Guaranteed. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

RESOLVED: That the issuance by the University of Massachusetts Building 
Authority (the "Authority") of bonds (in one or more series) or notes (in 
one or more series) for the purpose of refunding any or all of the 
outstanding indebtedness of the Authority, including indebtedness of the 
University of Lowell Building Authority and indebtedness of the 
Southeastern Massachusetts University Building Authority, is hereby 
approved, and the President of the University of Massachusetts (the 
"University"), the Executive Vice President of the University and the Vice 
President for Management and Fiscal Affairs and Treasurer of the 
University, each acting alone, and each other officer of the University, 
acting alone, are hereby authorized in the name and on behalf of the 
Trustees of the University (the "Trustees") to approve in writing the 
issuance by the Authority of bonds (in one or more series) for such 
purpose or notes (in one or more series) for such purpose. 

That the Chair of the Trustees, the Vice Chair of the Trustees, the 
President of the University, the Executive Vice President of the University 
and the Vice President for Management and Fiscal Affairs and Treasurer 
of the University, each acting alone, and each other officer of the 
University, acting alone, are hereby authorized to do all other things and to 
take all such other action as the officer or officers so acting shall, as 
conclusively evidenced by the taking of the action hereby authorized, 
deem necessary or desirable to be done or taken to carry into effect the 
matters hereby authorized, including without limitation the execution, 
sealing and delivery of contracts (which are hereby authorized) on behalf 
of the Commonwealth or the Trustees (including without limitation 
contracts entered into by the Commonwealth, acting by and through the 
Trustees, with the Authority (to which the Trustees may but need not be a 
party) for state financial assistance in the form of a guaranty by the 
Commonwealth of bonds (in one or more series) or notes (in one or more 
series) of the Authority, all as provided in and subject to the Enabling 
Act), the execution of any such contract by the signer thereof on behalf of 
the Commonwealth and the Trustees conclusively to evidence that such 
contract is authorized by this Resolution. 

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Committee on Administration, Finance and Audit 
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That in addition to the authorizations granted by this resolution to the 
Chair of the Trustees, the Vice Chair of the Trustees, the President of the 
University, the Executive Vice President of the University, the Vice 
President for Management and Fiscal Affairs and Treasurer of the 
University and each other officer of the University, and without limiting 
any such authorizations, the Trustees, pursuant to Chapter 75, Section 3A 
of the Massachusetts General Laws and every other authority thereunto the 
Trustees enabling, hereby delegate to the President of the University, the 
Executive Vice President of the University and the Vice President for 
Management and Fiscal Affairs and Treasurer of the University, each 
acting alone, and each other officer of the University, acting alone, the 
power to do all acts and things and exercise all powers each officer of the 
University is authorized by this resolution to do or exercise, such 
delegation being intended to be commensurate with the authorizations 
granted to each such officer by this resolution, and such delegation being 
in the judgment of the Trustees necessary or desirable. (Doc. T04-037) 

The next item was Resolution of the Board of Trustees of the University of 
Massachusetts Approving a Contract for Management and Services 2004 Projects and 
Authorizing Other Action . Vice President Lenhardt reported that this is a standard form 
requirement for a contract based between the Building Authority and the University over 
Management Services Agreement. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

RESOLVED : That the making of a Contract for Management and Services 2004 
Projects among The Commonwealth of Massachusetts (the 
"Commonwealth"), acting by and through the Board of Trustees (the 
"Trustees") of the University of Massachusetts (the "University"), the 
Trustees and University of Massachusetts Building Authority (the 
"Authority") pursuant to Chapter 773 of the Acts of 1960, as amended (the 
"Enabling Act"), and pertaining to the undertaking by the Authority of 
projects for which requests have been authorized by the Trustees, be and 
the same hereby is authorized; that the Chair of the Trustees, the Vice 
Chair of the Trustees, the President of the University, the Executive Vice 
President of the University and the Vice President for Management and 
Fiscal Affairs and Treasurer of the University, each acting alone, be and 
hereby are authorized, in the name and on behalf of the Commonwealth 
and the Trustees, to sign, seal with common seal of the University and of 
the Trustees, acknowledge if deemed advisable and deliver a Contract for 
Management and Services 2004 Projects substantially in the form 

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Committee on Administration, Finance and Audit 
April 29, 2004 

presented to this meeting, subject to such changes, insertions and 
omissions (including changes in the title of such Contract to reflect any 
change in the projects to which such Contract pertains) as may be 
approved by the signer of such Contract on behalf of the Commonwealth 
and the Trustees; that the form of such Contract for Management and 
Services 2004 Projects presented to this meeting and each term, condition 
and provision therein contained be and the same hereby are approved, 
subject to such changes, insertions and omissions as may be approved by 
the signer of such Contract on behalf of the Commonwealth and the 
Trustees; and that the execution of such Contract for Management and 
Services 2004 Projects by the signer of such Contract on behalf of the 
Commonwealth and the Trustees shall be conclusive evidence (a) of the 
approval by such signer of any such changes, insertions or omissions and 
the authorization of the same and (b) that the form of Contract for 
Management and Services 2004 Projects so executed (with approved 
changes, insertions and omissions, if any) is as hereby authorized and 
approved. 

That each of the Chair of the Trustees, the Vice Chair of the Trustees, the 
President of the University, the Executive Vice President of the 
University, and the Vice President for Management and Fiscal Affairs and 
Treasurer of the University, acting alone, and each other officer of the 
University, acting alone, are hereby authorized to do such other things and 
to take such other actions as the officer or officers so acting shall, as 
conclusively evidenced by their doing any of the things or taking any of 
the actions hereby authorized, deem necessary or desirable to be done or 
taken to carry out the Contract for Management and Services 2004 
Projects authorized above and to carry out any project (or the financing 
thereof) a request to initiate which has been made to the Authority by the 
authority of the Trustees, including without limitation the execution, 
sealing and delivery of contracts (which are hereby authorized) on behalf 
of the Commonwealth or the Trustees (including without limitation 
contracts entered into by the Commonwealth, acting by and through the 
Trustees, with the Authority (to which the Trustees may but need not be a 
party) for state financial assistance in the form of a guaranty by the 
Commonwealth of bonds (in one or more series) or notes (in one or more 
series) of the Authority, all as provided in and subject to the Enabling 
Act), the execution of any such contract by the signer thereof on behalf of 
the Commonwealth and the Trustees conclusively to evidence that such 
contract is authorized by this Resolution. 



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Committee on Administration, Finance and Audit 
April 29, 2004 

That in addition to the authorizations granted by this resolution to the 
Chair of the Trustees, the Vice Chair of the Trustees, the President of the 
University, the Executive Vice President of the University, the Vice 
President for Management and Fiscal Affairs and Treasurer of the 
University and each other officer of the University, and without limiting 
any such authorizations, the Trustees, pursuant to Chapter 75, Section 3 A 
of the Massachusetts General Laws and every other authority thereunto the 
Trustees enabling, hereby delegate to the President of the University, the 
Executive Vice President of the University and the Vice President for 
Management and Fiscal Affairs and Treasurer of the University, each 
acting alone, and each other officer of the University, acting alone, the 
power to do all acts and things and exercise all powers each officer of the 
University is authorized by this resolution to do or exercise, such 
delegation being intended to be commensurate with the authorizations 
granted to each such officer by this resolution, and such delegation being 
in the judgment of the Trustees necessary or desirable. (Doc. T04-038) 

Trustee McCarthy voted against the motion. 

The next item was Resolution of the Board of Trustees of the University of Massachusetts 
Approving the Contract for Financial Assistance, Management and Services 2004-A 
Projects and Authorizing the Signing of the Guaranty on Certain Bonds Issued by The 
University of Massachusetts Building Authority . Vice President Lenhardt reported that this is 
an additional issue on contracts, and a method by which the Board of Trustees authorize the 
Building Authority's use of the State Guarantee. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

RESOLVED : That the making of a Contract for Financial Assistance, 
Management and Services 2004-A Projects among The Commonwealth of 
Massachusetts (the "Commonwealth"), acting by and through the Board of 
Trustees (the "Trustees") of the University of Massachusetts (the 
"University"), the Trustees and University of Massachusetts Building 
Authority (the "Authority") pursuant to Chapter 773 of the Acts of 1 960, 
as amended, and pertaining to the undertaking by the Authority of projects 
for which requests have been authorized by the Trustees, be and the same 
hereby is authorized; that the Chair of the Trustees, the Vice Chair of the 
Trustees, the President of the University, the Executive Vice President of 
the University and the Vice President for Management and Fiscal Affairs 
and Treasurer of the University, each acting alone, be and hereby are 
authorized, in the name and on behalf of the Commonwealth and the 

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Committee on Administration, Finance and Audit 
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Trustees, to sign, seal with common seal of the University and of the 
Trustees, acknowledge if deemed advisable and deliver a Contract for 
Financial Assistance, Management and Services 2004-A Projects 
substantially in the form presented to this meeting, subject to such 
changes, insertions and omissions (including changes in the title of or 
other changes in such Contract to reflect any change in the projects to 
which such Contract pertains, the issuance of bonds not guaranteed by the 
Commonwealth or the issuance of refunding bonds) as may be approved 
by the signer of such Contract on behalf of the Commonwealth and the 
Trustees; that the form of such Contract for Financial Assistance, 
Management and Services 2004-A Projects presented to this meeting and 
each term, condition and provision therein contained be and the same 
hereby are approved, subject to such changes, insertions and omissions as 
may be approved by the signer of such Contract on behalf of the 
Commonwealth and the Trustees; and that the execution of such Contract 
for Financial Assistance, Management and Services 2004-A Projects by 
the signer of such Contract on behalf of the Commonwealth and the 
Trustees shall be conclusive evidence (a) of the approval by such signer of 
any such changes, insertions or omissions and the authorization of the 
same and (b) that the form of Contract for Financial Assistance, 
Management and Services 2004-A Projects so executed (with approved 
changes, insertions and omissions, if any) is as hereby authorized and 
approved. 

That the Chair and Vice Chair of the Trustees, each acting alone, be and 
hereby are authorized, in the name and on behalf of the Commonwealth, to 
sign by manual or facsimile signature the form of guaranty provided in the 
Contract for Financial Assistance, Management and Services 2004-A 
Projects authorized above on each bond having the benefit of such 
guaranty as provided in such Contract; in case any officer of the Trustees 
whose signature or facsimile signature shall appear on any such bond shall 
cease to be such officer before the delivery thereof, such signature or 
facsimile signature shall nevertheless be valid and sufficient for all 
purposes, the same as if such officer had remained in office until such 
delivery. 

That each of the Chair of the Trustees, the Vice Chair of the Trustees, the 
President of the University, the Executive Vice President of the 
University, and the Vice President for Management and Fiscal Affairs and 
Treasurer of the University, acting alone, and each other officer of the 
University, acting alone, are hereby authorized to do such other things and 
to take such other actions as the officer or officers so acting shall, as 
conclusively evidenced by their doing any of the things or taking any of 

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Committee on Administration, Finance and Audit 
j April 29, 2004 



> 



the actions hereby authorized, deem necessary or desirable to be done or 
taken to carry out the Contract for Financial Assistance, Management and 
Services 2004-A Projects authorized above and to carry out any project (or 
the financing thereof) a request to initiate which has been made to the 
Authority by the authority of the Trustees, including without limitation the 
execution, sealing and delivery of contracts (which are hereby authorized) 
on behalf of the Commonwealth or the Trustees (including without 
limitation contracts entered into by the Commonwealth, acting by and 
through the Trustees, with the Authority (to which the Trustees may but 
need not be a party) for state financial assistance in the form of a guaranty 
by the Commonwealth of bonds (in one or more series) or notes (in one or 
more series) of the Authority, all as provided in and subject to the 
Enabling Act), the execution of any such contract by the signer thereof on 
behalf of the Commonwealth and the Trustees conclusively to evidence 
that such contract is authorized by this Resolution. 

That in addition to the authorizations granted by this resolution to the 
Chair of the Trustees, the Vice Chair of the Trustees, the President of the 
University, the Executive Vice President of the University and the Vice 
President for Management and Fiscal Affairs and Treasurer of the 
University, and without limiting any such authorizations, the Trustees, 
pursuant to Chapter 75, Section 3A of the Massachusetts General Laws 
and every other authority thereunto the Trustees enabling, hereby delegate 
to the President of the University, the Executive Vice President of the 
University and the Vice President for Management and Fiscal Affairs and 
Treasurer of the University, each acting alone, and each other officer of 
the University, acting alone, the power to do all acts and things and 
exercise all powers each officer of the University is authorized by this 
resolution to do or exercise, such delegation being intended to be 
commensurate with the authorizations granted to each such officer by this 
resolution, and such delegation being in the judgment of the Trustees 
necessary or desirable. (Doc. T04-039) 



The next item was Resolution of the Trustees of the University of Massachusetts 
Authorizing Leases and Amendments to Leases . Vice President Lenhardt reported that the 
purpose of this vote is to give authority to the Building Authority to lease land under contract. 

It was moved, seconded and 



> 



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Committee on Administration, Finance and Audit 
^ April 29, 2004 

VOTED : To recommend that the Board take the following action: 

WHEREAS,The University of Massachusetts Building Authority (the "Authority"), 
created by Chapter 773 of the Acts of 1960 (as amended, the "Enabling 
Act"), is authorized by the Enabling Act, among other things, to lease from 
The Commonwealth of Massachusetts (the "Commonwealth") such land* 
of the Commonwealth, or rights therein, as may be necessary for carrying 
out the provisions of the Enabling Act; 

WHEREAS,The Enabling Act authorizes the Trustees (the "Trustees") of the 
University of Massachusetts (the "University"), acting in the name and on 
behalf of the Commonwealth, among other things, to lease to the Authority 
land owned by the Commonwealth or grant easements, licenses or any 
other rights or privileges therein to the Authority; 

NOW, THEREFORE, BE IT RESOLVED THAT, PURSUANT TO THE 
ENABLING ACT, 

the Authority pursuant to one or more leases (each a "Lease") land owned 
by the Commonwealth on which will be located each project, if any, to be 
owned by the Authority and financed in whole or in part by the Authority's 
Project and Refunding Revenue Bonds, Senior Series 2004-1 or the 
Authority's Facilities and Refunding Revenue Bonds, Senior Series 2004- A 
(provided, that if either such series or bonds is not issued for the purpose of 
refunding, the words "and Refunding" will not be included in the name of 
such series) and an amendment (each an "Amendment") to any lease 
previously entered into between the Commonwealth, acting by and through 
the Trustees, as lessee, and any of the Authority, the University of Lowell 
Building Authority (or its predecessor, the Lowell Technological Institute 
Building Authority) or the Southeastern Massachusetts University Building 
Authority, as lessor. 

Each Lease and each lease as amended by an Amendment (each such lease 
as so amended being an "Amended Lease") shall be for a rent of $1.00 per 
year, shall be for a term not less than the latest maturity of the bonds of the 
Authority that financed or refinanced the one or more projects located on 
the land to which such Lease or Amended Lease pertains and shall have 
provisions for automatic renewals if the lessor is not then in default 
thereunder until the ownership of such project The Trustees are authorized, 
in the name and on behalf of the Commonwealth, to lease to or projects 
reverts to the Commonwealth as provided in the Enabling Act; provided, 
that each Lease and Amended Lease may provide that it will terminate 
whenever the ownership of the project or projects located on the land to 

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Committee on Administration, Finance and Audit 
April 29, 2004 

which such Lease or Amended Lease pertains shall revert to the 
Commonwealth as provided in the Enabling Act. Each Lease, each 
Amendment and each Amended Lease shall comply with the provisions of 
the Enabling Act and, subject to such requirement and the foregoing 
provisions of this Section, shall have such other terms as are approved by 
the signer of such Lease or such Amendment on behalf of the Trustees and 
the signer of such Lease or such Amendment on behalf of the Authority, 
the execution of such Lease or Amendment by the signer on behalf of the 
Trustees conclusively to evidence the approval by such signer of the terms 
of such Lease or such Amendment and the related Amended Lease and 
conclusively to identify such Lease or such Amendment as a Lease or an 
Amendment authorized by this Resolution, and the execution of such Lease 
or Amendment by the signer on behalf of the Authority conclusively to 
evidence the approval by the Authority of the terms of such Lease or such 
Amendment and the related Amended Lease. 

The Chair of the Trustee, the Vice Chair of the Trustees, the President of 
the University, the Executive Vice President of the University and the Vice 
President for Management and Fiscal Affairs and Treasurer of the 
University, each acting alone, are hereby authorized, in the name and on 
behalf of the Commonwealth and the Trustees, to sign, seal with the 
common seal of the University and the Trustees, acknowledge if deemed 
advisable and deliver each Lease and each Amendment and, if deemed 
advisable, record any Lease, Amendment or Amended Lease or a notice of 
any thereof. 

Each of the Chair of the Trustees, the Vice Chair of the Trustees, the 
President of the University, the Executive Vice President of the University 
and the Vice President for Management and Fiscal Affairs and Treasurer of 
the University, acting alone, and each other officer of the University, acting 
alone, are hereby authorized to do such other things and to take such other 
actions as the officer or officers so acting shall, as conclusively evidenced 
by their doing any of the things or taking any of the actions hereby 
authorized, deem necessary or desirable to be done or taken to carry out 
each Lease, Amendment and Amended Lease. 

In addition to the authorizations granted by this resolution to the Chair of 
the Trustees, the Vice Chair of the Trustees, the President of the University, 
the Executive Vice President of the University, the Vice President for 
Management and Fiscal Affairs and Treasurer of the University and each 
other officer of the University, and without limiting any such 
authorizations, the Trustees, pursuant to Chapter 75, Section 3 A of the 
Massachusetts General Laws and every other authority thereunto the 

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Committee on Administration, Finance and Audit 
April 29, 2004 

Trustees enabling, hereby delegate to the President of the University, the 
Executive Vice President of the University and the Vice President for 
Management and Fiscal Affairs and Treasurer of the University, each 
acting alone, and each other officer of the University, acting alone, the 
power to do all acts and things and exercise all powers each officer of the 
University is authorized by this resolution to do or exercise, such 
delegation being intended to be commensurate with the authorizations 
granted to each such officer by this resolution, and such delegation being in 
the judgment of the Trustees necessary or desirable. (Doc. T04-046) 



Trustee McCarthy voted against the motion. 

President Wilson then thanked Mr. MacKenzie for accepting the position of Executive 
Director of the UMASS Building Authority. 

There being no further business, the meeting adjourned at 9: 15 a.m. 



; 




Zuriilka Barrett 
Staff Associate 



) 



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K 



UNIVERSITY OF MASSACHUSETTS 

AMHERST»BOSTON»DARMOUTH*LOWELI>WORCESTER 

MINUTES OF THE MEETING OF THE 
COMMITTEE ON ADMINSTRATION, FINANCE AND AUDIT 

Thursday, July 22, 2004; 8:00 a.m. 

Board Room 

One Beacon Street - 26 th Floor 

Boston, Massachusetts 

Committee Members Present : Chair Dubilo; Vice Chair Karam; Trustees Giblin, 
Labrecque, Mahoney, McCarthy, Murphy, O'Shea, Pham and Rainey (via conference call) 

Committee Members Absent : Trustees King, Moes and Moseley 

University Administration : President Wilson; General Counsel O'Malley; Vice Presidents 
Chmura, Gray, Julian and Lenhardt; Chancellors Lombardi, Gora, MacCormack, Hogan and 
Lazare; Interim Chancellor Motley; Vice Chancellors for Administration and Finance Hatch, 
O'Connor, Zekan and Griffin; Deputy Chancellor Stanton; Mr. Harrison, Director of 
Auditing; Ms. Harrington, Associate Vice President 

Faculty Representatives : Professor O'Connor, UMASS Amherst; Professor Schwartz, 
UMASS Boston 

PricewaterhouseCoopers : Mr. Hanley; Ms. Gregory 

Chair Dubilo convened the meeting at 8:05 a.m. and introduced the first item on the 
agenda for action, Consideration of Minutes of the Prior Meeting of the Committee . 

It was moved, seconded and 

VOTED : To approve the minutes of the April 29, 2004 meeting of the Committee. 

Chair Dubilo then welcomed the newest members of the Committee: Matthew Murphy, 
UMASS Amherst, Tuan Pham, UMASS Boston, Matthew Moseley (not in attendance), 
UMASS Dartmouth, Michael Labrecque, UMASS Lowell and Jeffrey King, UMASS 
Worcester (not in attendance). 

Chair Dubilo then asked for a motion to go into Executive Session to consider Real 
Estate issues. 



Committee on Administration, Finance and Audit 
July 22, 2004 

It was moved, seconded and 

VOTED : To enter into Executive Session for the purpose of considering Real Estate 
Issues. 

Chair Dubilo announced that the Committee would reconvene in open session. 

Chair Dubilo voted for the motion as did Vice Chair Karam and Trustees Giblin, 
Labrecque, Robert Mahoney, McCarthy and O'Shea. The time was 8:06 a.m. 

At 8:35 a.m. the Committee reconvened in Open Session. 

The next item on the agenda was the Chair's Report . Chair Dubilo reviewed today's 
agenda; with regards to the preliminary operating budget for FY05, things have improved 
from last year due to the improving State economic picture and the efforts of the campuses to 
generate more revenue. 

The next item was the President's Report . President Wilson first thanked Chancellor 
Gora for her service to the University as she leaves for Ball State University. He then 
introduced Keith Motley as Interim Chancellor who has already established himself as a 
great leader as Vice Chancellor for Student Affairs. 

President Wilson described the past week at which he was a participant at Harvard's New 
President Orientation which he found very useful. President Wilson believes the University 
is in a position for growth. We are currently experiencing strong support from the 
Legislature with a based appropriation increased from $327 million last year to $392 million 
this year. 

The bill for Nantucket has been submitted and we are optimistic it will be approved; this 
action could provide a $20 million increase in our endowment. The reviews for Chancellors 
Hogan and Lazare will begin shortly followed by Chancellor Lombardi's review sometime 
next year. The search for a Chancellor at the Boston campus will begin in the Fall following 
the appointment of a search committee. 

President Wilson announced that John Hoey in the President's Office will begin working 
at UMASS Dartmouth while continuing to help out in the President's Office. He 
congratulated Chancellor Lazare for the 26 th endowed Chair at the Medical School, the 45 th 
in the system. 

The next item was the Vice President's Report . Vice President Lenhardt reported on 
recent cost saving measures including energy conservation and conversion. He thanked the 
campus staff for the work they've done with the Capital Planning Program. All 30 of our 

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Committee on Administration, Finance and Audit 
July 22, 2004 

collective bargaining agreements have expired as of June 30; the negotiation process will 
continue over the next six months. 

The next item for Discussion was FY2005 Preliminary Operating Budget . Vice 
President Lenhardt reported that the full report will be presented to the Board during the 
October/November Board cycle. Some of the preliminary figures include: 

•The combined budget shows expenditures and transfers in excess of revenues by $14.3 

million. The budgeted deficit represents less than 1% of the total projected University 

spending for FY05, 

•Total FY05 revenues are estimated at $1,716 billion, an increase of $141 million (9%) 

compared to revenues budgeted for FY04. The largest increases are in student fee 

revenues; 

•Total spending is currently budgeted at $1,731 billion, an increase of 5.7% over the 

FY04 budgeted amount. 

Vice President Lenhardt provided a brief summary of revenue and expenditures projected 
for 2005 including campus projections. Chair Karam requested a comparison of figures from 
one year to the next regarding budget figures. 

The next item was FY2005-FY2009 University Capital Plan . The Committee heard 
from the Chancellors and the Vice Chancellors about their new capital projects and their 
plans for FY2005-FY2009. 

Vice President Lenhardt reported that the Board is being asked to approve the new 
projects not on previously approved capital plans and the revised project cost that exceeded 
20% of previously approved amounts. The University is going to try to press for a new 
higher education capital bond bill by the end of the calendar year; we are currently in 
discussion with the Governor's Office and the Higher Education Commission and plan to ask 
the state for $592 million. 

Some of the highlights of the plan included: 

•an assessment of capital needs exceeds $2 billion; 
•total estimated spending for FY05-FY09: $1.7 billion; 

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use $956 million which is 53% of the plan; 

•other expenses include steam lines, electrical systems, roofs, life safety requirements, 

information technology improvement, student housing, recreation and campus center, 

parking and academic and research facilities; 

•University debt is at $745 million, debt service costs 4.2% of ooerations. 



^ 






Committee on Administration, Finance and Audit 
July 22, 2004 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To approve the University of Massachusetts FY2005 to FY2009 Five Year 
Capital Plan as contained in Doc. T04-058. 

The next item was FY2005 Allocation of State Funds . This is a routine item 
authorizing the President to develop an allocation plan for the FY05 State Budget. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To direct the President to develop an allocation plan for the amount 
appropriated for the University in Line Item 7100-0200 of the state 
appropriation act for Fiscal Year 2005, and to notify the Board of Trustees and 
the House and Senate Committees on Ways and Means of said plan. (Doc. 
T04-059) 

The next item was Establishment of Endowed Chair, UMASS Worcester . Chancellor 
Lazare reported that this Chair is a result of the tragic death of Ali Pierce, the 14 year old 
daughter of Anna and John Pierce who succumbed to cancer in 1996. The family has worked 
tirelessly to raise funds for pediatric cancer. In order to preserve the memory of Ali and John 
Pierce who passed away, the funds will provide support for the Endowed Chair at the 
Medical School. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

In accordance with sections lA(e) and 11 of Chapter 75 of the General Laws, 
to establish an endowed chair in pediatric hematology oncology at the 
University of Massachusetts Worcester to be known as the Ali and John 
Pierce Chair in Pediatric Hematology Oncology. (Doc. T04-055) 

The next item was Authorization of a Non-Resident Tuition Retention Program and 
the Establishment of the Non-Resident Tuition Retention Trust Fund, UMASS 
Amherst . The FY2005 state budget included a section authorizing a two-year pilot tuition 
retention program for non-resident students at the Amherst campus. A trust fund account is 

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-4- 



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* 



Committee on Administration, Finance and Audit 
July 22, 2004 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To authorize, in accordance with the provisions of section 242 of Chapter 
149 of the Acts of 2004, a pilot program for out of state tuition retention 
allowing the Amherst campus to retain, in fiscal years 2004 and 2005, all 
tuition paid by students who are not residents of Massachusetts. Provided 
that no resident of Massachusetts is denied admission to the Amherst campus 
as a result of the tuition retention pilot project. The President shall issue 
guidelines and the Chancellor of the Amherst campus shall develop operating 
procedures for the administration of the program including the funding of 
fringe benefits for those employees who are paid from tuition retained funds. 
The President shall develop a report on the progress of this initiative no later 
than January 15, 2005 to include the number of out of state students attending 
the school, the amount of tuition revenue retained under the program, and 
any programs or initiatives funded with the retained revenue. 

And further, 

To establish, in accordance with the provisions of Chapter 75 of the General 
Laws and section 242 of Chapter 149 of the Acts of 2004, the Non-Resident 
Tuition Retention Trust Fund for the Amherst campus. All tuition revenues 
received from non-resident students at the Amherst campus shall be deposited 
into this fund. Expenses (both direct and indirect) for the support of campus 
activities and programs shall be paid from this fund. (Doc. T04-060) 

The next item was Establishment of the Marine Operations Revenue Trust Fund, 
UMASS Boston. Chancellor Gora reported that marine activities on the Boston campus 

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potential the Boston campus is requesting approval for a new auxiliary enterprise trust fund 
account. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To establish, in accordance with the provisions of Chapter 75 of the General 
Laws, the Marine Operations Revenue Based Trust Fund for the Boston 
campus. Revenues generated from marine activities will be deposited into this 
fund. Expenses (both direct and indirect) will be paid from this fund. Fees 
and charges for various marine services may be established by the Chancellor, 
^ and will be reported to the President annually. (Doc. T04-061) 

-5- 







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Committee on Administration, Finance and Audit 
^ July 22, 2004 



The next item was Amendments to Statement of Trust, President's Office . The 1-195 
Center for Professional Education has been reorganized and incorporated into UMASS 
OnLine and a new facility has been opened in Shrewsbury. This presents the need to amend 
the Statement of Trust and rename it the Collaborative Services Center Revenue Based Trust 
Fund. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To amend the statement of trust established by Trustee Vote T00-017by 
renaming the fund the University Collaborative Services Center Revenue 
Based Trust Fund for the President's Office; and further to amend the 
statement of trust by striking everything after the words "General Laws" and 
inserting thereafter the following: 

"The University Collaborative Services Center Revenue Based Trust Fund 
for the President's Office. Expenditures from the Fund shall be used for the 
costs of operations, management and other activities of the Center and related 
support provided by the President's Office." (Doc. T00-017) 

Vice President Lenhardt reported on the item for Information : FY2003/2004 Financial 

Aid Report . The report highlights a view of the financial aid recipient and overall spending 
activity for FY2003 and FY2004. Financial aid is essential to the University and its students. 
The FY04 total aid distributed is estimated to be over $292 million. 

The next item was Audit Reports . Mr. Hanley; Ms. Gregory from 
PricewaterhouseCoopers reported on the Annual Audit Plan Report . The Report included 
information re cr ardin cr the levels of communication between PWC and the University and its 
ongoing assessment of service approach, risk and control, financial reporting and 
governance. 

The Report included important developments affecting the University and Public Higher 
Education such as: 

•the issuance of additional debt through the UMASS Building Authority; 

•investments in capital assets; 

•maintaining an appropriate operating budget; 

•focus on federal regulatory compliance for research institutions; 

•the benefits of the PeopleSoft financial reporting system 

•the governance practices in the Sarbanes-Oxley Act. 



*\ 



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Committee on Administration, Finance and Audit 
1 July 22, 2004 

Ms. Gregory reported on the "Audit Approach" employed by PWC which includes 
thorough discussions with management and reviews of management reports. Key financial 
risks are evaluated; accounting areas are tested including: cash and investments, depreciation 
for property, plant and equipment, bonds payable, grants and pledges receivable, etc. 

The report also included a reporting timetable, fee schedules, and breakdowns of the 
detailed financial statements and developments in accounting standards. Mr. Hanley 
concluded the discussion by reiterating the goal to provide the highest level of quality 
service. 

The next item was the Audit Activity Report . Mr. Harrison reported on the recent 
briefing with Trustees, Management and General Counsel to discuss the current state of the 
Sarbanes-Oxley Act. The University has adopted many of the Act's provisions to improve 
the University's business practices. 

Some of the other recommendations included a separately operating Audit Committee of 
the Board and the possibility of hiring outside financial expertise to advise the Committee. 
There was also interest in placing an anonymous, confidential complaint hotline. 

Mr. Harrison stated his belief that the University is in a good position with regards to 
f) business practices and audit reporting. 

It was moved, seconded and 

VOTED : To recommend that the Board accept the following Audit Report: 

1 . PricewaterhouseCoopers Scope of Services and Annual Audit Plan 
(Doc. T04-056) 

2. University Auditing Activity Report (Doc. T04-027) 

There being no further business, the meeting was adjourned at 10:45 a.m. 





>ara F. DeVico 
Secretary to the Board of Trustees 



1 






t 



g 



UNIVERSITY OF MASSACHUSETTS 

AMHERST»BOSTON*DARTMOUTH»LOWELL»WORCESTER 

MINUTES OF THE MEETING OF THE 
COMMITTEE ON ADMINISTRATION AND FINANCE 

Thursday, October 21, 2004; 8:00 a.m. 

Board Room 

One Beacon Street - 26th Floor 

University of Massachusetts 

Boston, Massachusetts 

Committee Members Present : Chair Dubilo; Vice Chair Rainey; Trustees Karam, King, 
Labrecque, Mahoney, McCarthy, O'Shea and Pham 

Committee Members Absent : Trustees Fey, Moseley and Murphy 

Other Trustees : Trustees Austin, Boyle, Kennedy and Sheridan 

University Administration : President Wilson; General Counsel O'Malley; Vice Presidents 
Chmura, Julian and Lenhardt; Associate Vice President Harrington; Chancellors Lombardi, 
Motley, MacCormack, Hogan and Lazare; Mr. O'Riordan, Budget Director; Mr. Marquis, 
Associate Treasurer; Ms. Wilda, University Controller; Vice Chancellors for Administration and 
Finance Hatch, O'Connor, Zekan and Griffin; Deputy Chancellor Stanton; Mr. Harrison, 
Director of Auditing; Mr. MacKenzie, Executive Director, Building Authority 

Faculty Representatives : Professor May, UMASS Amherst; Professor Schwartz, UMASS 
Boston; Professor Carter, UMASS Lowell 

PricewaterhouseCoopers : Mr. Hanley and Ms. Gregory 

Chair Dubilo convened the meeting at 8:04 a.m. The first item on the agenda was 
Consideration of Minutes of the Prior Meeting of the Committee . 

It was moved, seconded and 

VOTED : To approve the minutes of the July 22, 2004 meeting of the Committee. 

The next item on the agenda was the Chair's Report . Chair Dubilo welcomed the new Vice 
Chair to the Committee, Stacey Rainey and announced that the Committee would go into 

executive session at the end of the meeting to discuss real estate matters and the law school 
proposal at UMASS Dartmouth. 

Chair Dubilo commented that this meeting will focus on the financial picture of the 
University including the audited financial statement and the current year '05 operating budget. 



I 



Committee on Administration, Finance and Audit 
October 21, 2004 

The University is enhancing its revenues, managing costs and investing in its infrastructure while 
recruiting and retaining good faculty and students. 

Chair Dubilo indicated that there would be a series of votes to affirm various property and 
endowment activities and that with the establishment of the Trustee Audit Committee certain 

activities will now go to that committee. 

The next item was the President's Report . President Wilson first saluted the Red Sox for 
their entry into the World Series. He reported that the University is headed in the right direction, 

its appropriation is up and it has been able to stabilize student charges; tuition and fees for in- 
state undergraduates rose 1.6 percent this year which is a rate lower than inflation. 

There will also be a discussion of the law school issue. Chancellor MacCormack will be able 
to outline the facts about the proposal and its potential financial impact. 

Other highlights from President Wilson's report included: financial and management staff 
members attended a very successful financial symposium last week assuring the PeopleSoft 
updates on our financial systems would be done right; there had been a successful medical 
device industry conference highlighting the exciting work of our star faculty members; the 

classified staff members on the Boston campus have received their wage increases. 

The Lowell campus will share a $12.6 million National Science Foundation grant with 
Northeastern University and the University of New Hampshire to develop the new Center for 
High Rate Nanomanufacturing. The Boston campus will participate in a program to improve 
science teaching in the Boston Public Schools. On October 1 st , Senator Kennedy and Chancellor 
Motley joined President Wilson to announce the $12.5 million award. 

President Wilson reported that the University's $1.7 billion Five- Year Capital Plan is moving 
along addressing needs for deferred maintenance, new technology, repairs and adaptations. The 
University is on track financially and making significant progress toward its goals. 

The next item was the Vice President's Report . Vice President Lenhardt touched briefly on 
the Financial Reports that will be discussed today. Of particular note were the campus' efforts to 
adhere to their financial plans; the focus has been to continue to work with state officials to make 
sure our capital programs and operating revenues from the Commonwealth are maximized to the 

greatest extent. 

The first item was the 2004 University Financial Report . Ms. Wilda, University Controller 
provided some information from a fluctuation analysis between FY03-FY04. The assets from 

accounts, grants and loans receivable changed by $38 million - the primary component being 
$27 million from increased program activities in Commonwealth Medicine at UMASS 
Worcester - the second component is $1 1 million due to increased levels of business at the Bio 
Lab. 

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Committee on Administration, Finance and Audit 
October 21, 2004 

The cash and securities held by the Trustees increased by $343 million due to new debt by 
the Building Authority this past year and an increase in the bonds payable of $375 million. 

Ms. Wilda reported on the Statements of Revenues, Expenses, and Changes in Net Assets 
(SRECNA) for the years ended June 30, 2004 and 2003. Tuition and fee revenue increased by 

$73 million; fee increases contributed to an increase in auxiliary revenue as well. The federal 
grant and contract revenue increased by $21 million; public service activities increased by $41 
million in revenues and $28 million in expenditures due to the addition of new and existing 
programs at the Worcester Commonwealth Medicine program. 

Ms. Wilda continued her report updating the Committee with information about the operating 
margin, the financial cushion, debt service to operations, endowment per student, current ratio 
(total current assets, total current liabilities) and age of facilities (accumulated depreciation and 
depreciation expense). 

The age of facilities ratio is a new indicator designed to determine how much is being done 
to keep the University's capital assets in the best condition possible. 

Mr. Hanley and Ms. Gregory from PricewaterhouseCoopers reported on the Status of Audits 
as of June 30, 2004 and Required Communications . Some of the highlights included: 

•the audit of the University's basic financial statements is complete; the opinion has been 

drafted; 

•audit of federal awards in accordance with OMB Circular A- 133 are in progress; 

•procedures performed with Massachusetts OSFA compliance requirements are in progress; 

•letter of comments and recommendations with the University's accounting and internal 
control procedures are in progress. 

It was noted that a separate Audit Committee has been assembled and will be meeting in the 
near future. The Committee will review the University's audits as well as consider the aspects of 

the Sarbanes Oxley Act. 

It was then moved, seconded and 

VOTED : To recommend that the Board accept the following report: 

The FY2004 University Financial Report, as contained in Doc. T04-076. 

The next item was Fiscal Year 2005 University Operating Budget . Mr. O'Riordan 
reported on some of the issues that impact the operating budget such as state budget support, 
student charges and enrollments, wages and collective bargaining and early retirement figures, 
inflation, capital programs and the administrative systems project. Some of the goals of the 

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<sr 



Committee on Administration, Finance and Audit 
October 21, 2004 

operating budget include financial viability, expenditure control, revenue enhancement and 
investment strategy. 

In summary the state budget situation remains positive as does the growth in designated and 
restricted activity. Investments include replacing faculty and staff in academic and support 

areas, renovation and capital improvements in classrooms and labs and research enterprises. As 
the University looks to the future it will attempt to meet enrollment and research demands, 
control non-fixed costs and generate support from funds other than those from state dollars. 

Professor Schwartz from the Boston campus stressed the need to address the issues of 
reduced financial aid resources for students in need. Federal and loan/grant activity has been 
reduced and the University must be aware of students in need. 

Mr. O'Riordan agreed that growing student debt is a serious issue that the administration is 
focusing on. President Wilson reported that in the coming years he will put more energy into 
increasing private giving and endowments. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To approve the FY2005 University Operating Budget, as contained in Doc. T04- 
077. 

The next item was Fiscal Year 2006 State Budget Request Authorization . Vice President 
Lenhardt reported that the University is required to submit its FY2006 state budget request to the 

Governor and the Legislature in November of each year. 

Trustee McCarthy had a question about a request for funds for the proposed Law School 
initiative. Vice President Lenhardt reported that it is his understanding there will be no request 

for state funds for the proposed Law School merger. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To authorize the President to prepare and submit the Fiscal Year 2006 State 
Appropriation request. (Doc. T04-078) 

The next item was Designation of Surplus Land, UMASS LoweH. Chancellor Hogan 
reported that the state does not have the resources to maintain the properties at the Lawrence 
Mills. Development of a public park and private condominiums close to the structures have 
added value to the area. The Lowell campus has agreed to declare the land across the street 

-4- 






Committee on Administration, Finance and Audit 
October 21, 2004 

surplus for surface parking across the street from the buildings; the University will have access 
to the parking lot until the garage is complete in approximately two years. 

The second Designation of Surplus Land/Land Swap involves an opportunity for the 
University to acquire space in exchange for 125,000 square feet of office space. The space 

located in St. Joseph's Hospital can accommodate the University's Commercial Ventures and 
Intellectual Property programs and house the new College of Health and Environment. The 
surplus space comes from the Wannalancit Office Complex and has not proven useful for the 
Lowell campus. 

It was moved, seconded and 

VOTED: To recommend that the Board take the following action: 

Notwithstanding paragraph three of the section titled "Disposition of Real 
Property" of Trustee Policy T93-122, as amended, the Board of Trustees herby 
declares the land, with all building thereon for the parcels commonly known as 
Building #12, the Hub Hosiery Building and Building #14, the McQuade 
Building, of the Lawrence Mills properties in the city of Lowell surplus. 

The land, with all buildings thereon, commonly known as the McQuade Building 
(or Building #14), the Hub Hosiery Building (or Building #12), and the Agent's 
House (or Administration Building) and located on the northly side of Perkins 
Street in Lowell, Middlesex County, Massachusetts, being shown as Parcels 4 and 
6 on a plan entitled "Approval not Required ("ANR") plan, Lawrence Mills 
Redevelopment, Lowell, Massachusetts" prepared by Harry R. Feldman, Inc., 
Land Surveyors, Boston, MA dated August 14, 2003. 

In addition, the parking surface site located to the southwest of Parcels 4 and 6 on 
said plan and bounded by Perkins St. to the north, Cabot St. to the west, Suffolk 
St to the east and Hall St to the south is declared surplus. 

Provided further, that the parking surface surplus shall be contingent upon the 
continued parking access for the University until such time as a new parking 
structure is complete. 

The exact boundaries of the parcel shall be determined by the commissioner of 
the division of capital asset management in consultation with the Lowell campus 
and the University. (Doc. T04-079) 

And further, 



-5- 



Committee on Administration, Finance and Audit 
October 21, 2004 

VOTED : To recommend that the Board take the following action: 

Pursuant to the requirements of chapter 344 of the Acts of 2004 and 
notwithstanding paragraph three of the section titled "Disposition of Real 

Property" of Trustee Policy T93-122, as amended, the Board of Trustees herby 
declares the parcel of property located at 600 Suffolk Street in the city of Lowell 
surplus. Said parcel of property is more fully described in section 2 of said 
chapter 344 as follows: 

The land, with all buildings thereon, commonly known as 600 Suffolk Street and 
located on the northerly side of Suffolk Street in Lowell, Middlesex County, 
Massachusetts, being shown as Phase I as shown on a "Compiled Plan of Land In 
Lowell, Mass. For Wannalancit office and Technology Center Realty Trust", 
Scale r=20 ( , dated March 25, 1983, by Robert M. Gill Associates, Inc., Civil 
Engineers & Surveyors, Lowell, Mass. (the "Plan"), which Plan is recorded with 
the Middlesex North District Registry of Deeds at Plan Book 140, Plan 1, 
containing 43,369 square feet of land, more or less; and Lot C on Plan entitled 
"Compiled Plan of Land In Lowell, Mass.", dated September 13, 1982, Scale 
111=40', prepared by Robert M. Gill & Associates, Inc., Lowell, Massachusetts, 
which Plan is recorded with the Middlesex north district registry of deeds at Plan 
Book 137, Plan 121, containing 90,487 square feet of land, more or less. 

The exact boundaries of the parcel shall be determined by the commissioner of 
the Division of Capital Asset Management in consultation with the Lowell 
campus and the University. (Doc. T04-080) 

The next item was Establishment of the Development Assistance Trust Fund, UMASS 
Lowell. Chancellor Hogan reported that this action will enable the campus to collect rents from 
St. Joseph's Hospital to help defer the operational costs of the Hospital. 

Vice President Lenhardt added that a trust fund is required to manage the funds in 
accordance with the University's fiscal management policies and in accordance with Chapter 75 

statute. 

It was moved, seconded and 



VOTED : To recommend that the Board take the following action: 

To establish, in accordance with the provisions of Chapter 75 of the General 
Laws, and pursuant to Chapter 344 of the Acts of 2004, the Development 
Assistance Trust Fund for the Lowell campus. The purposes of the trust fund 
shall include, but not be limited to, the promotion of a sound and stable economy 

and a highly trained workforce, the encouragement of interdisciplinary research 



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Committee on Administration, Finance and Audit 
October 21, 2004 

and partnerships with community and industry, the support and improvement of 
the health of individuals and communities, and the spurring of the job creation 
necessary for the maintenance and growth of the technology and manufacturing 
sectors of the Massachusetts economy. All revenues and expenditures relative to 
the development, operation, repair, and maintenance of the St. Joseph's hospital 
property, as determined in said chapter 344, shall be deposited in and expended 
from the trust fund. 

The Chancellor shall produce a report annually on the activities supported by the 
trust fund and shall submit copies of the report to the president, the office of the 
inspector general, the chairmen of the house and senate committees on ways and 
means, and the chairmen of the joint committee on state administration. (Doc. 

T04-081) 

The next item was Authorization for Intercampus Loan . Vice President Lenhardt reported 
that we are requesting the Board authorize the President to approve a loan from the Worcester 

campus to finance the Intercampus Student Information System Project which will encompass all 
Student Administration Information and Processing for the Boston, Dartmouth and Lowell 
campuses. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

To authorize the President of the University to approve a loan from the Worcester 
campus, in the amount of $3,000,000, to the President's Office University 

Information Technology Services division for the purposes of financing the 
Intercampus Student Information System (ISIS) Project of the Boston, Dartmouth 
and Lowell campuses. Said loan shall be repaid by the Boston, Dartmouth and 
Lowell campuses on such terms, with the interest rate to be established by the 

University Treasurer on January 1, 2005 and shall be documented by fully 
executed line of credit agreements. 

To authorize the President to do such other things and to take such other action as 
he deems necessary or desirable to carry into effect the matters herein authorized. 
(Doc. T04-082) 

The next two items included Lease of Space, University of Massachusetts Building 
Authority and Renovation of Space for Use by the University, the University of 

Massachusetts Foundation, Inc. and the University of Massachusetts Building Authority . 



-7- 



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Committee on Administration, Finance and Audit 
October 21, 2004 

Vice President Lenhardt reported that the leased space at One Beacon Street which houses 
the President's Office, the UMASS Foundation and the Building Authority will expire on March 
3 1, 2005. The offered renewal rate would increase by more than $10 per square foot. 

In addition to renting new office space the Building Authority is also looking into the leasing 
of space for a University of Massachusetts Alumni Club. A consulting firm has conducted a 
feasibility study and found alumni interest to be very high. 

Responding to a question about the need for a Club, President Wilson responded that such a 
facility would provide an opportunity for social events and that these types of clubs have proven 
to be highly successful among other institutions. 

The Trustees are being asked to allow the President to authorize the UMASS Building 
Authority to lease space for the President's Office, the Building Authority, the UMASS 
Foundation and the University Club and to renovate such space as needed. 

Trustee McCarthy had questions about the broad language in the next two votes authorizing 
"all other officers of the University" to take such other actions .... The votes were amended to 
substitute "all other officers of the University" with the "Vice President for Management and 
Fiscal Affairs and Treasurer of the University" 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

BE IT RESOLVED: 

WHEREAS, University of Massachusetts Building Authority (the "Authority") is 
authorized by Chapter 773 of the Acts of 1960, as amended, among other things, 

(a) to provide dormitories, dining commons and other buildings and structures for 
the use of the University of Massachusetts (the "University"), its students, staff 
and their dependents and certain organizations related to the University, (b) upon 
written request made by authority of the Board of Trustees (the "Trustees") of the 
University, to acquire, add to, alter, enlarge, reconstruct, remodel and do other 
work in or upon or respecting any building or structure and (c) to provide and 
install furnishings, furniture, machinery, equipment and facilities in or for or 
related to any such building or structure; and 

WHEREAS, the Authority is further authorized by said Chapter 773 to acquire 
real and personal property by lease, purchase or otherwise; and 



Committee on Administration, Finance and Audit 
October 21, 2004 

WHEREAS, in the judgment of the Trustees it is in the best interests of the 
University, its students, staff and their dependents and said organizations that the 
Authority carry out the undertakings described below; 

NOW, THEREFORE, BE IT RESOLVED THAT 

1 . The President of the University be and he hereby is authorized in the name 
and on behalf of the Trustees to make a written request of the Authority that the 

Authority undertake the following: 

(a) Through lease, purchase or otherwise, to obtain premises in the City of Boston 
suitable for the offices of the President and the Board of Trustees of the 

University, and for such ancillary and auxiliary purposes, including offices for 
the University of Massachusetts Foundation, Inc. and facilities for meetings 
and dining, as the President may determine and to lease or sublease, as 
applicable, to the University and the University of Massachusetts Foundation, 
Inc. the portion of such premises to be used by the respective entity; and 

(b) To alter, reconstruct, remodel and do other work in or upon or respecting such 
premises and to provide and install furnishings, furniture, machinery, 

equipment and facilities in or for such premises, all to make such premises 
suitable for their intended purposes. 

2. The President of the University and the Vice President for Management 
and Fiscal Affairs and Treasurer of the University, be and they are and each 
acting singly is authorized and directed to do such other things and to take such 
other action as the officer or officers so acting shall, as conclusively evidenced by 
their taking the action hereby authorized, deem necessary or desirable to be done 
or taken to carry into effect the undertakings of the Authority hereby authorized. 

(Doc. T04-074) 

And further, 

VOTED: To recommend that the Board take the following action: 

BE IT RESOLVED: 

WHEREAS, University of Massachusetts Building Authority (the "Authority") is 
authorized by Chapter 773 of the Acts of 1960, as amended, among other things, 

to provide dormitories, dining commons and other buildings and structures for the 
use of the University of Massachusetts (the "University"), its students, staff and 
their dependents and certain organizations related to the University, to alter, 
enlarge, reconstruct, remodel and do other work in or upon or respecting any 



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Committee on Administration, Finance and Audit 
October 21, 2004 

building or structure, to provide and install furnishings, furniture, machinery, 
equipment and facilities in or for or related to any such building or structure and 
to initiate projects for such purposes upon written request made by authority of 
the Board of Trustees (the "Trustees") of the University; and 

WHEREAS, in the judgment of the Trustees it is in the best interests of the 
University, its students, staff and their dependents and said organizations that the 
Authority initiate the projects described below; 

NOW, THEREFORE, BE IT RESOLVED THAT 

1. The President of the University be and he hereby is authorized in the name 
and on behalf of the Trustees to make a written request of the Authority that the 

Authority initiate the following projects: 

(a) to alter, reconstruct, remodel and do other work in or upon or respecting 
premises obtained by the Authority through lease, purchase or otherwise in the 

City of Boston for use as the offices of the President and the Board of Trustees of 
the University, and for such ancillary and auxiliary purposes, including offices for 
the University of Massachusetts Foundation, Inc. and facilities for meetings and 
dining, as the President may determine, and to provide and install furnishings, 
furniture, machinery, equipment and facilities in or for such premises, all to make 
such premises suitable for their intended purposes; and 

(b) in addition to or in lieu of said project, any other construction of or 
renovation, repair, remodeling or other work in or upon or respecting any building 
or structure owned, leased or used by the University or the Authority, or the 
provision, installation, renovation, repair or remodeling of or other work upon or 
respecting any furnishings, furniture, machinery, equipment or facilities with 
respect to any such building or structure, all as may be requested of the Authority 
in writing from time to time by the President of the University, by the Vice 
President for Management and Fiscal Affairs and Treasurer of the University, or 
the Executive Vice President of the University, the making of such request being 
hereby authorized. 

2. The President of the University and the Vice President for Management and 
Fiscal Affairs and Treasurer of the University be and they are and each acting 
singly is authorized and directed to do such other things and to take such other 
action as the officer or officers so acting shall, as conclusively evidenced by their 
taking the action hereby authorized, deem necessary or desirable to be done or 
taken to carry into effect the undertaking by the Authority of the projects hereby 
authorized 



10- 



Committee on Administration, Finance and Audit 
October 21, 2004 

3. This vote is intended as the expression of the University's "official intent" 
under Section 1.150-2(d) (1) and (e) of the regulation promulgated by the United 
States Treasury Department under the Internal Revenue Code of 1986, as 
amended, toward the issuance of revenue bonds under said Chapter 773 or other 
applicable legislation for financing and refinancing the cost of any or all of the 
projects described in paragraph 1(a) or paragraph 1(b) above. (Doc. T04-085) 

The next item was Public Higher Education Endowment Incentive Program 
Implementation Policy . Vice President Lenhardt reported on the establishment of the Public 

Higher Education Endowment Incentive Program and the need to authorize the President to 
develop guidelines for the implementation of the program. This program will be administered by 
the University of Massachusetts Foundation. 

It was moved, seconded and 

VOTED : To recommend that the Board take the following action: 

The Board of Trustees hereby delegates to the President the authority to develop 
guidelines and procedures for the implementation of the Public Higher Education 
Endowment Incentive program established under section 15E of Chapter 15A of 
the General Laws, as amended by Chapter 352 of the Acts of 2004, for the 
University of Massachusetts including its five campuses. 

Subject to annual state appropriation the Commonwealth's contributions shall 
match private contributions equal to $1 for every $2 privately contributed to the 

Board of Trustees or the University of Massachusetts Foundation, Inc. and added 
to the University's endowment. 

Private contributions to the endowment for purposes of this program shall be 
limited to donations to an endowment for academic purposes including, but not 

limited to, scholarships, endowed chairs and contributions in support of academic 
facility construction and maintenance approved by the Board of Trustees. 

The program shall be administered by the Foundation in accordance with 
procedures established by the President and filed with the House and Senate 

Committees on Ways and Means by no later than December 15, 2004. 

Such procedures shall include a method to certify to the house and senate 
committees on ways and means the actual amount received in private 

contributions to the endowments in each fiscal year. Such procedures shall also 
include safeguards for protecting the anonymity of donors who indicate their 
desire not to be identified. (Doc. T04-083) 

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Committee on Administration, Finance and Audit 
October 21, 2004 

The next item was Fiscal Year 2004 Treasurer's Report . Vice President Lenhardt reported 
that the Report lists the different activities performed by the Treasurer's Office including 
reconciliation of University bank and credit card accounts, Master Lease Financing transactions 
and management of the University's Insurance Program. 

Also included in the Report was the decision to transfer responsibility for the management of 
the fixed income portfolio from internal to a series of external managers and the hiring of an 
Investment Consultant to assist the University with selecting the best available managers. 

It was noted that the Investment Committee has been very active in the hiring of an 
investment consulting firm and the selection of an Investment Custodian. 

Following a question about UMASS Online revenue growth, President Wilson indicated that 
it was very good. 

It was moved, seconded and 

VOTED : To recommend that the Board accept the following report: 

The FY2004 Treasurer's Report, as contained in Doc. T04-084. 

The next item was discussion of the proposed Law School Merger . Chair Karam reported 
that this issue will also be discussed at the next meeting of the Committee of the Whole on 

November 9th and has asked the Board members to call or write him with any questions and/or 
concerns about the issue and reiterated that there is no rush to judgment on this issue. 

Chair Karam also spoke about the many letters of support for the proposed merger with the 
Southern New England School of Law from Congressmen, Mayors, Senators, Representatives 
and business leaders, etc. The University is looking at this issue from every angle while 
considering the views of the people on Beacon Hill. The University will want to create a 
financial model that will allow the proposal to be self-supporting and not require funds from the 
Legislature or take funds away from the campuses. The law school would enter the UMASS 
system as a trust-funded program and would not be eligible for state or UMASS funding. 

President Wilson reported on the process and the thoughtful consideration this issue has been 
given. This will be a business and academic decision and the decision should be made in a 

reasonable amount of time. Discussions have taken place with the Governor; his concerns are in 
the areas of finance and mission. 

Chancellor MacCormack gave an update of the initiative including: the strengths of the 
SNESL: it is a great facility with a very good library and a very good faculty. The law school 

will provide quality educational opportunities at an affordable price to a part of the state that the 
Boston legal community does not reach. 

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Committee on Administration, Finance and Audit 
October 21, 2004 

Answering the question about the need for more lawyers, it was pointed out that this law 
school will expand opportunities for students interested in immigration issues and in serving 
public interest. 

Chancellor MacCormack answered some of the questions that have been raised concerning 
the merger and stressed the following factors: 

•there is a chronic shortage of public interest attorneys in Massachusetts and a statewide 

shortage of lawyers willing to represent indigent clients; 

•Massachusetts is one of the 6 states that do not have a public law school; 

•thirty six percent of the students at SNESL are students of color; 

•services between UMASS Dartmouth and SNESL are already being shared; 

•the Dartmouth campus has demonstrated effectiveness in building new academic programs 

and has a strong track record in winning national accreditations; 

•the proposed law school would be financed through Continuing Education operations of the 

University, thus making it self-supporting. 

Following Chancellor MacCormack' s report, there were several requests/concerns: there was 
a request for the appointment of an ad hoc committee to review the merits of the proposed 
merger; Board members should have the ability to view the facility; the less than positive Bar 
pass rate should be looked at; is it possible to utilize PriceWaterhouseCoopers to review the 
books at SNESL; there must be due diligence. There are other issues we should be focused on 
such as building maintenance, lowering tuition costs and funding contracts. 

There was also a question about members of the Board reviewing the American Bar 
Association Accreditation Reports; this is possible but only at the facility. There were questions 

about the location of the Law School and the faculty members and personnel actions. Some of 
these questions and concerns will be discussed in Executive Session. 

Chair Dubilo then announced that the Committee would into Executive Session to discuss 
Certain Real Estate and Collective Bargaining Matters . He indicated that the Committee 

would not reconvene in open session. 

It was moved, seconded and 

VOTED : To enter into Executive Session for the purpose of discussing certain real estate 
and collective bargaining matters. 



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Committee on Administration, Finance and Audit 
October 21, 2004 



Chair Dubilo voted for the motion as did Trustees Karam, King, Labrecque, McCarthy and 
O'Shea. The time was 1 1 :34 a.m. 



Barbara F. DeVico 

Secretary to the Board of Trustees 



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UNIVERSITY OF MASSACHUSETTS 

AMHERST«BOSTON»DARMOUTH«LOWELL«WORCESTER 

MINUTES OF THE MEETING OF THE 
COMMITTEE ON ATHLETICS 

Wednesday, March 3, 2004; 8:00 a.m. 

Board Room 

One Beacon Street - 26 th Floor 

Boston, Massachusetts 

Committee Members Present : Chair Moes; Trustee Brathwaite 

Committee Members Absent : Vice Chair Mahoney; Trustees Boyle, Karam, Kennedy, 
Morand, Rainey and Sheridan 

University Administration : Vice President Julian; Chancellors Lombardi; Mr. Goodhue, 
Executive Director of Alumni Affairs 

Athletic Directors : Mr. McCutcheon and Mr. Bjorn, UMASS Amherst; Mr. Titus, 
UMASS Boston; Ms. Costa and Ms. Goodrum, UMASS Dartmouth and Mr. Skinner, 
UMASS Lowell 

Faculty Representatives : Professor O'Connor and Professor May, UMASS Amherst 

Chair Moes convened the meeting at 8:25 a.m. 

The first item on the agenda was an Update on the Ad Hoc Task Force on Athletics . 

The Task Force had been formed to study the issue of Division IA football on the 
Amherst campus. Chair Moes commended Chancellor Lombardi and the Consultant 
firm, Grenzebah Glier & Associates for their concise and honest report studying the 
Division 1 -A Initiative. 

Chancellor Lombardi then provided a summary of the results of the Consultant's 
report that did not currently support the proposition to commit to a privately funded 
Division 1-A football program. Some of the findings included: 

•Current budgetary challenges facing the University system would not allow the 

Legislature to support this initiative; 

•Lack of sufficient private resources to support the initial capital investment to a 

Division 1-A program; 

•Questions about the logistical challenges of accommodating a large fan base and the 

uncertainty about costs of adapting the Stadium to a Division 1-A location; 



Committee on Athletics 
March 3, 2004 

Chancellor Lombardi reported that while several members of the Ad Hoc Committee 
were disappointed by the findings, the general consensus was to support the Consultant's 
recommendations that included revisiting the Division 1-A issue in the next five years 
and reevaluating several conditions that are not currently in place. The football program 
must build to a position of strength that would garner support from future public and 
private partnership opportunities. 

Chancellor Lombardi stated his intention to develop a five-year plan for Amherst 
athletics with the focus on generating additional revenue. 

Chair Moes thanked Mr. Bjorn for his work on this project and for his leadership 
during the search for a new athletic director. She also indicated that a letter of thanks and 
congratulations for their work would be sent to the members of the Ad Hoc Task Force 
on Athletics. 

Chancellor Lombardi introduced Mr. John McCutcheon, the new Athletic Director for 
the Amherst campus and noted Mr. Bjorn' s success as acting Director. 

Mr. McCutcheon also thanked Mr. Bjorn and stated his eagerness to begin his job as 
the athletic director. 

The next item was Athletic Program Status Reports . Mr. Mullen, Athletic Director 
from the Dartmouth campus could not make it due to illness; Ms. Costa and Ms. 
Goodrum reported for the Dartmouth campus. The report included the following: 

•The Dartmouth campus is very excited about the new artificial turf field having been 

completed; 

•The building of new dormitories will force the tennis courts to be moved; 

•The fitness center is being utilized to full capacity; 

•The ice hockey team will be playing in the semi finals; 

•The athletic students have received academic honors slightly higher than the rest of 

the students on campus; 

•Our freshman track athlete John Garcia has qualified for the New England long and 

triple jump competition; 

•The women's swimming and diving club came in second in the New England 

championship; 

•The women's soccer coach has been named coach of the year; 

•The Dartmouth campus has teamed up with the Shriner's Club; 

•We are currently seeking to fill several vacant positions. 

Mr. Titus gave the report from the Boston campus. 

•Keith Motley the new Vice Chancellor for Student Affairs is studying the 
infrastructure as far as athletics on the Boston campus; 
•Chancellor Gora has attended 75% of all athletic activities; 
•Two intercollegiate athletes have achieved conference honors; 



V! 



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Committee on Athletics 
March 3, 2004 

•There was a Global Citizens Circle Round Table discussion with student athletes; 

•There will be life skills education sessions for student athletes that will include 

career counseling, information about sexual orientation, gender and races issues, as 

well as alcohol and drug issues; 

•The Brightest Beacons Luncheon will be held in April; 

•The Boston campus has been awarded the National Association of Division III 

Athletic Administrators/ Josten Community Service Award for outstanding 

community service performed by student athletes; 

•There has been a lot of success with student clinics in squash, wallyball and 

racquetball; table tennis has become very popular and there are clinics and 

tournaments being planned; 

•Mini competitions in foul shooting and 3 point shooting have been instituted. 

Chair Moes commended Mr. Titus for his success with community service. 

Mr. Skinner gave the report from the Lowell campus. 

•Last year the Lowell campus finished 17 out of 280 schools in the annual 

Director's Cup standings; this year it finished in 5 th place with five of Lowell's six 

fall teams qualifying for NCAA Champion Tournaments; (Lowell's field hockey 

team was featured on a CBS special on NCAA championships); 

•The men's basketball team has won back-to-back championships; this season they 

are 23-5; 

•The regulations for amateurism have changed affecting several very good basketball 

players of Israeli descent; in Israel you must serve three years in the military 

following high school graduation, so as a result come to the University with one year 

of eligibility; 

•The women's track team won its first Championship and the men's team finished 

second; 

•The University of Vermont will become a member of the Hockey East in men's and 

women's ice hockey; this will bring the number of programs in the men's league to 

10 and the women's teams to 8; 

•An eligibility violation was discovered in the men's hockey team; one of the players 

was declared academically ineligible and the team was required to forfeit five wins. 

There is a compliance program in place that is thorough and strong; Mr. Skinner's 

stressed the integrity of his staff and of the program and that corrective measures have 

taken place since the incident, and stressed that the campus will insure full and timely 

compliance in the future; 

•Lowell's National Youth Sports Program, a five week education and sports training 

program for at-risk children, was selected as one of the five finalists for the National 

Program of the Year Award; 

•Money was raised to offset medical expenses incurred by a former UMASS Lowell 

hockey player who was involved in a serious car accident; 

•The new Campus Recreation Center is a great addition to the campus; 









( 



Committee on Athletics 
March 3, 2004 

•Challenges ahead involve the increases in tuition and fees, which is making it 
difficult to attract high-quality student athletes. 

Chair Moes had some questions about the eligibililty issue and what can be done in 
the future to avoid these kinds of cases. Mr. Skinner stated that the student in question 
was a transfer student that did well in school in his first year, became ineligible in 
December and due to travel and vacation time within the athletic department, the 
student's lack of credits went unnoticed for a short period of time. 

Mr. Skinner reported that he has since resigned from a couple of committees and is 
eliminating vacation time between semesters. The Lowell campus is also going to 
transition to the NCAA compliance assistance on-line program, which will allow us to 
communicate with coaches, etc. 

Mr. Bjorn then gave the report for the Amherst campus. 

•The Amherst campus has hired a new football coach as well as an Assistant Director 

of Marketing and an Associate Athletic Director for Advancement; 

•The football team has signed a contract to play the Boston College team next year; 

•The Amherst campus is hosting the first round of the hockey play-offs; 

•The men's swimming team has won again - the coach has been named the coach of 

the year for the ninth time; 

•Al Skinner's number was recently retired at a very successful event attended by 

Julius Erving; 

•A drug and alcohol policy is being drafted that will include education, counseling 

and testing. 

Chair Moes suggested we find a way to sell the University's successes and in the 
process solicit money from the alumni. Mr. McCutcheon stated his plan to reach out to 
alumni as well as revisit the goals of the athletic department. 

There was a discussion about the drug policy and the ramifications of testing; it was 
reported that legal counsel is reviewing the policy. 

Chair Moes wrapped up the discussion by asking the Athletic Directors to contact 
Vice President Julian about ways the Committee can be helpful; some issues to consider 
for future meetings include compliance issues, the drug and alcohol policy, cross campus 
issues; the Committees on Academic and Student Affairs and Administration, Finance 
and Audit could also address some of these issues. 

There being no further business to come before the Committee, the meeting was 
adjourned at 9:38 a.m. 

JeVico 
Secretary to the Board of Trustees 




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UNIVERSITY OF MASSACHUSETTS 

AMHERST»BOSTON»DARTMOUTH»LOWELL»WORCESTER 

MINUTES OF THE MEETING OF THE 
COMMITTEE OF THE WHOLE 

Wednesday, February 4, 2004; 9:15 a.m. 

College of Visual & Performing Arts 

Star Store 

715 Purchase Street 

New Bedford, MA 

Trustees Present : Chair Fey; Trustees Brathwaite, DiBiaggio, Karam, James Mahoney, Robert 
Mahoney, Marcalo, McCarthy, Moes, Morand, O'Shea, Rainey, Reed, Sheridan and White 

Trustees Absent : Vice Chair Giblin; Trustees Austin, Boyle, Cassel, Dubilo, Fatemi, and 
Kennedy 

University Administration : President Wilson; General Counsel O'Malley; Vice Presidents 
Julian, Chmura and Lenhardt; Ms. Harrington; Associate Vice President for Academic Affairs; 
Chancellors Lombardi, Gora, MacCormack, Hogan and Lazare 

Faculty Representatives : Professor O'Connor, UMASS Amherst; Professor May, UMASS 
Amherst; Professor Schwartz, UMASS Boston; Professor Leclair, UMASS Dartmouth; Dr. 
Cooke, UMASS Worcester 

Faculty Representatives : Senator Steven Baddour, and Senator Steven Panagiotakis, Vice 
Chairman, Senate Ways and Means Committee 

Chair Fey convened the meeting at 9:24 a.m. and welcomed the newest Board members, 
John DiBiaggio, President Emeritus, Tufts University; Matthew Morand, Student, UMASS 
Lowell; and Jamal Brathwaite, Student, UMASS Boston. 

Chair Fey thanked Chancellor MacCormack and her staff for their hospitality. She indicated 
that today's discussion focuses on the future and the 10-year Strategic Plans of the campuses. 

Under the President's Report , President Wilson introduced and thanked Senator Steven 
Baddour, a graduate of UMASS Dartmouth, and Senator Steven Panagiotakis, Vice Chairman of 
the Senate Ways and Means Committee, for visiting with the Board. 

President Wilson then provided an overview of Strategic Directions for the University. He 
reported on System-Wide Strategic Planning; New Directions for UMASS; Challenges and 
Opportunities the Changing Environment Presents for UMASS; How UMASS Can Reposition 
Itself as a Key Resource to Meet New State Challenges; and New Opportunities for UMASS to 
Develop as a Top-Tier Public Research University. 



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Committee of the Whole 
February 4, 2004 

Highlights included: 

•We are going to see how the campuses begin to think of themselves and their strategic plans 

and where they are going in the future; 
•Common goals among the campuses include focusing on improving the student experience, 

community impact, diversity, and focusing on self-help; 
•The University has a leadership position with performance measurement matters, capital 

investment for infrastructure, students, research, and matching funds in Massachusetts is 

imperative, and enrollment and diversity is a focus of the University's plan; 
•Plans for new directions for the University include selectively expanding enrollment at 

UMASS Amherst, UMASS Dartmouth, and UMassOnline, and radically growing its 

Research and Development base; 
•On Friday the University will participate in an announcement with Senator Kennedy and 

Mass Insight to release the new report on 'The Economy and Massachusetts'; 
•The challenging environment presents challenges and opportunities for the University. The 

University is repositioning itself through strategic investments and directly addressing the 

challenges; 
•The University must stabilize core funding, develop and renew special state support for 

endowed chairs and capital facilities, secure targeted state science and technology resources, 

position the campuses to compete in federal competitions on research, and make UMASS 

more attractive for corporate partnerships and philanthropy. 

The Chancellors then reported on the Campus Strategic Plans . Highlights included: 

UMASS Amherst 

•The strategic planning mission is to be a national independent research campus; 

•The strategic plan focuses its mission on delivering nationally competitive performance in 

teaching and research; 
•The campus can enhance its revenue by increasing its performance in fundraising, 

developing more effective means of commercializing its intellectual property, continuing to 

expand its participation in continuing distance education, and expanding its out-of-state 

student population; 
•The campus will increase its enrollment by 300 students per year over the next five-year 

planning period; 
•UMASS Amherst is working with the central CVIP office to improve the way the campus 

supports, motivates and mobilizes faculty to commercialize intellectual property; 
•Physical plant is poorly maintained and operated and is a major liability for the campus; 
•Inadequate funding of the physical plant requires the campus to invest substantial and 

increasing amounts of its operating funds in renovations, repairs, and replacement of 

facilities; 
•The role of the institution is to grow out-of-state and in-state students, and invest in students 

and the much needed faculty. 

-2- 



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Committee of the Whole 
February 4, 2004 

UMASS Boston 

•Current guidelines for the planning process include: 

-The University will grow in stature, but not in size; 

-Maintain the diversity of the university population; 

-Align the campus with the University's Performance Measurement System; 

-Build on existing academic strengths; 

-Embrace Technology; 

-Serve the Commonwealth. 

•Strategic Priorities: To increase Retention, Research and Reputation (The 3 R's). 
- Retention - To sustain a challenging curriculum and co-curricular activities that respond to 
the multiple needs and interests of the students. To provide expanded faculty advising, 
enhance the first-year experience for students, build student community on campus, 
provide off campus learning experiences, improve the assessment of student learning, 
expand distance learning programs, improve classrooms and other learning spaces, build a 
first-class IT network. 

- Research - To increase faculty research. Faculty sponsored research will build the 
campus' Signature Research Programs and create alliances with 90 tech companies in the 
area; funding opportunities of $2 million in federal support for state-of-the-art Geographic 
Information Systems Center, Enhanced Environmental Genomics Labs, and an Initiative 
Trace Metals Lab; provide a long history of involvement with the clean up of the Boston 
Harbor; Collaboration with the Dana Farber Cancer Institute; provide future funding of a 
5-year $5 million Long Term Ecological Research NSF grant. 

- Reputation - To increase UMASS Boston's reputation by increasing the campus' 
contribution to the commonwealth and increase revenue. To establish Foundation and 
Advisory Boards in colleges, achieve national ranking and program accreditation for 
selected programs, expand the continuing education service to the region, and promote 
business and community partnerships. 

UMASS Dartmouth 

•The strategic planning mission is to focus on continued growth and development as the best 

in class regional university; 
•Goals outlining the campus' growth plan include a focus on size and expansion of 

enrollment to 10,000 students (8,000 undergraduate and 2,000 graduate) by 2010; growth in 

targeted graduate programs; expansion of key research strengths; pursuit of external 

contracts and industry partnerships; and a catalyst in educational, cultural, and economic 

activity; 

•The Center for Marine Science and Technology is a recognized leader in Marine Research; 
•The Dartmouth campus devotes energy to administrative partnerships in purchasing, 

technology infrastructure, enrollment strategies, and fundraising approaches and is open to 

collaborations that strengthen the ability to meet its mission. 

-3- 



Committee of the Whole 
February 4, 2004 

UMASS Lowell 

•Strategic plan leading up to July 2000: 

-The 1975 merger that formed UMASS Lowell had difficulty in it. Being so broadly written 
and with limited resources, the expectations on and off campus were far beyond reach. 
-To correct the difficulty the 1993-2000 "Realign/Redesign/Reallocate Strategic Plan" was 
developed. By July 2000 UMASS Lowell was in very good financial condition. 

•1998-2005/06 Strategic Plan contained a primary focus on five imperatives: 
-Stabilize enrollments; 
-Improve the physical plant; 

-Enhance and sustain the regional development plan; 

-Improve the teaching and learning dynamic and enhance the technology and training across 
the campus; 
-Expand fundraising efforts. 

•Major areas of focus to produce $5 million a year of revenue by 2005/06: 
-Commercializing the intellectual property; 

-Redesigning the continuing education program at Lowell into an aggressive program; 
-Expand fundraising activities. 

•Major Goals of the 2003-2013 Transformation Process: 

1. Overall Goa l - To solidify UMASS Lowell's reputation based on how a public university 
providing high quality, affordable programs and operating in the highly respected land 
grant tradition can play an effective role in sustainable regional economic and social 
development in today's global economy. 

2. Academic Goal - To provide the undergraduate experience, regardless of the major being 
pursued, which will enable students to clearly understand the interrelation between 
various disciplines and how that dynamic interaction shapes the sustainability of vibrant 
societies, the robustness of stable economics and the quality of lives. 

Transformation Steps : 

•Make significantly more productive use of UMASS Lowell's talented faculty and 

supporting academic services; 

•Make major improvements in the effectiveness of the teaching/learning dynamic; 
•Integrate closely related courses now given independently by several academic 

departments; 

•Use more large classrooms and make use of the two-way interactive voice/video system; 
•Electronically receive and provide academic courses with other UMASS campuses when 

cost effective; 
•Move to department or "cluster" work loads in order to make maximum use of the 

strength of each individual faculty member; 

•Give highest priority to continuing efforts to restructure the undergraduate experience. 

-4- 



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Committee of the Whole 
February 4, 2004 

3. Financial Goal - To provide a high quality education in a safe, inviting environment, 
made financially accessible by granting significant campus paid for financial aid based on 
student need with the funds available by reducing overall campus instructional and 
business and facility cost. 

Transformation Steps : 

•Reduce all business processing costs that can be reduced by centralizing the process in 

the University System Office making maximum use of the PeopleSoft system; 
•Aggressively expand present efforts to conduct as much student, staff, faculty and 

external transactions, information exchange and business processes in a "self-help" 

WEB-based mode to reduce the "processing" time/cost; 
•Reduce the non-faculty payroll cost and improve student services and business 

processes; 
•To fully make use of the robustness of the PeopleSoft system. 

UMASS Worcester 

•The mission of the Medical School is to serve the people of the Commonwealth through 
programs of national distinction in health science education, research, and public service; 

•Strategic goals and objectives: 

-Implementation of current research enterprise and capital investments; 
-Management of core support departments in the context of the current budget without 
disrupting growth; 
-Educational support investments; 
-Advancing plans for research growth and faculty retention and recruitment. 

President Wilson indicated that for the University to build on its Strategic Plan it must 
continue to serve the students and the Commonwealth, be accessible, and affordable. 

President Wilson then introduced Senator Steven Panagiotakis, Vice Chairman of the Senate 
Ways and Means Committee. Senator Panagiotakis thanked the Chancellors for their reports. 
He noted that in the last two years funding for higher education had decreased by 23%; the 
Senators are working with the Legislature, businesses, communities and parents to establish a 
'Parents Task Force in Higher Education' to fight for higher education. Senator Panagiotakis 
urged the Trustees to help make the case for the University at the State House. 

Chair Fey thanked Senators Baddour and Panagiotakis for recognizing the issues facing the 
University and asked that the Board be kept informed of how it could provide help. 



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Committee of the Whole 
February 4, 2004 

The meeting adjourned at 1 1 :2 8 a.m. 




:a Barrett 
>faff Associate 



-6- 



UNIVERSITY OF MASSACHUSETTS 

AMHERST«BOSTON»DARTMOUTH«LOWELL»WORCESTER 

MINUTES OF THE MEETING OF THE 
COMMITTEE OF THE WHOLE 

Tuesday, May 4, 2004; 4:00 p.m. 

Massachusetts Room - Mullins Center 

University of Massachusetts 

Amherst, Massachusetts 

Trustees Present : Chair Fey; Vice Chair Giblin; Trustees DiBiaggio, Fatemi, Karam, Marcalo, 
Moes, O'Shea, Reed and White 

Trustees Absent : Trustees Austin, Boyle, Brathwaite, Cassel, Dubilo, Kennedy, McCarthy, 
James Mahoney, Robert Mahoney, Morand, Rainey and Sheridan 

University Administration : President Wilson; General Counsel O'Malley; Vice Presidents 
Chmura, Gray, Julian, and Lenhardt; Ms. Harrington; Associate Vice President for Academic 
Affairs; Chancellors Lombardi, Gora, MacCormack, Hogan and Lazare 

Faculty Representatives : Professor O'Connor, UMASS Amherst; Professor May, UMASS 
Amherst; Professor Buzawa, UMASS Lowell; Professor Carter, UMASS Lowell 

Guests : Richard Rogers, Faculty Advisor to the Provost, UMASS Amherst; Peter Langer, 
Associate Provost, UMASS Boston; Professor Polly Welsh, UMASS Boston; Professor Teddy 
Chocos, UMASS Boston; Professor Richard Upchurch, UMASS Dartmouth; Professor Susan 
Gallagher, UMASS Lowell; Mitchell Shuldman, Librarian, UMASS Lowell 

Chair Fey convened the meeting at 4:20 p.m. and thanked Chancellor Lombardi and his staff 
for their hospitality. She noted that Chancellor Lombardi is working hard to move the Amherst 
campus forward during these challenging times. 

Chair Fey welcomed President Jack Wilson to his first meeting as President of the University 
of Massachusetts. She then indicated that today's discussion will focus on innovation that is 
improving the undergraduate experience at the University of Massachusetts. 

Under the President's Report , President Wilson reported that today's discussion will focus 
on the teaching, learning, and engagement process through various facets of the students' 
experience. National trends of teaching and learning include the development of a more 
interactive and engaging classroom experience; getting more real experiences such as 
undergraduate research participation; service learning opportunities for students such as activities 
involvement within the community; and honors programs. He reported that one of the issues 
that universities wrestle with is the use of technology to create engagement and communities of 
learners. 



Committee of the Whole 
May 4, 2004 



President Wilson reported that he recently participated in the UMASS Commonwealth 
Scholars Undergraduate Research Symposium. 

President Wilson then introduced Richard Rogers, Advisor to the Provost, UMASS Amherst; 
Peter Langer, Associate Provost, UMASS Boston; Professor Polly Welsh, UMASS Boston; 
Professor Teddy Chocos, UMASS Boston; Professor Richard Upchurch, UMASS Dartmouth; 
Professor Susan Gallagher, UMASS Lowell; Mitchell Shuldman, Librarian, UMASS Lowell and 
David Gray, Interim CEO, UMassOnline to discuss Innovation in Undergraduate Education . 

Richard Rogers from the Amherst campus reported on "Teaching a Class of 200 as if it were 
only 20" and how technology assists in making large classes more personable. He discussed the 
Personal Response System (PRS), which promotes active learning and Online Web-based 
Learning (OWL). The Trustees participated in a PRS demonstration. 

Peter Langer from the Boston campus reported on the challenges of creating a freshmen 
learning community at a commuter campus and the creation of integrative multidisciplinary 
freshmen seminars, which are linked to other courses to build a community of learners. 

Professors Polly Welsh and Teddy Chocos from the Boston campus reported on their 
experiences in teaching linked courses. 

Professor Richard Upchurch from the Dartmouth campus reported on the "E-Portfolio," an 
electronic record of a student's academic career. 

David Gray, CEO of UMassOnline reported on the educational opportunities available 
Online and the ability of UMassOnline to reach students beyond time and space constraints. He 
then introduced Professor Susan Gallagher and Mitchell Shuldman from the Lowell campus to 
report on the use of UMassOnline technology to enhance traditional face-to-face classrooms. 

Professor Susan Gallagher from the Lowell campus reported on the use of instructional 
technology to enhance learning in the classroom. 

Mitchell Shuldman, Librarian from the Lowell campus reported on the challenge of 
information literacy in an era of easy access to, and overwhelming amounts of, information. 

David Gray then presented a testimonial video of Christopher Scholarman, a student who 
completed his B.S. degree in Information Technology offered through UMassOnline. 

There was then a brief discussion on integrating information technology within the 
University's five-campus system. 

Chair Fey then thanked the participants for their presentations. 

-2- 



Committee of the Whole 
May 4, 2004 



The meeting adjourned at 6: 10 p.m. 




.unilka Barrett 
Staff Associate 



-3- 



UNIVERSITY OF MASSACHUSETTS 

AMHERST«BOSTON*DARTMOUTH«LOWELL«WORCESTER 

MINUTES OF THE MEETING OF THE 
COMMITTEE OF THE WHOLE 

Tuesday, November 9, 2004; 4:00 p.m. 

Ballroom, Campus Center 

100 Morrissey Boulevard 

University of Massachusetts 

Boston, Massachusetts 

Trustees Present : Chair Karam; Vice Chair White; Trustees Armstrong, Austin, 
DiBiaggio, Kennedy, King, Labrecque, Mahoney, Moseley, Murphy, O'Shea, Pearl, 
Pham and Sheridan 

Trustees Absent : Trustees Boyle, Cassel, Dubilo, Erving, Fey, McCarthy and Rainey 

University Administration : President Wilson; General Counsel O'Malley; Vice 
Presidents Chmura, Gray, Julian, and Lenhardt; Ms. Harrington; Associate Vice President 
for Academic Affairs; Chancellors Lombardi, Motley, MacCormack and Lazare 

Faculty Representatives : Professor O'Connor, UMASS Amherst; Professor Tirrell, 
UMASS Boston 

Chair Karam convened the meeting at 4:17 p.m. and indicated that today's meeting will 
provide an in-depth analysis and review of the proposal for a University of Massachusetts School 
of Law. He expressed his confidence that all questions that have been put forward will be 
addressed today. 

This is our third meeting in this process following a general overview and two subcommittee 
meetings dealing with academics and financial considerations. Chair Karam thanked Trustee 
Austin, Chair of the Committee on Academic and Student Affairs, and Trustee Dubilo, Chair of 
the Committee on Administration and Finance for their assistance in putting those insightful 
committee meetings together. 

Chair Karam welcomed Trustees John Armstrong and Janet Pearl to the meeting. 

Chair Karam then announced that the Board of Trustees Retreat will be held on January 27; 
the UMASS Boston Chancellor Search is underway. Trustee Rainey will report on the status of 
the Search at tomorrow's Board meeting; out-going Trustees Diane Moes, William Giblin, and 
James Mahoney, who have a combined 30 years of service to the University, will be recognized 
by the Board of Trustees in the near future; the Board will also be recognizing out-going chair 
Grace Fey's accomplishments; $1.5 million was raised at the Bill Cosby event at UMASS 
Amherst. Chancellor Lombardi and his team did an incredible job. 



Committee of the Whole 
November 9, 2004 



Chair Karam announced that Joseph Cofield has resigned from his position as Executive 
Director of the UMASS Foundation but will serve in a consulting capacity for several months. 
We will be working with Trustee Robert Mahoney and President Wilson to fill that position. 

Chair Karam introduced Senator Joan Menard and Representative John Quinn who spoke of 
the importance of a University of Massachusetts Law School. Senator Menard informed the 
Board of her excitement for the law school. We hope to preserve and strengthen an institution 
that provides education and economic opportunity to people in southeastern Massachusetts. This 
merger produces exciting opportunities for academic collaboration. This is the right step not only 
for the southcoast but for the University of Massachusetts and the Commonwealth. 

Representative Quinn, who graduated from UMASS Dartmouth and Suffolk University 
School of Law, reported that Southern New England School of Law in its present form has a 
wonderful working relationship with the University and plays an important role in the 
community. Massachusetts is one of six states in the country that does not have a public law 
school. He indicated that it is the University's obligation to provide access to legal 
education... access delayed is access denied. 

Chair Karam thanked Senator Menard and Representative Quinn. He extended the Board's 
gratitude to the Legislature for its support over the past year, especially the Match and Grant 
Program that has been extremely beneficial to the University's Endowment Program. 

Chair Karam then read a letter sent from former Governor William F. Weld expressing his 
enthusiastic support for the proposed merger. 

Under the President's Report, President Wilson reported that he had the opportunity to meet 
three energetic, committed, young lawyers from the Southern New England School of Law: 
Ryan Benharris, a third year student; Tracy Little, a 2001 graduate; and Timor Zoubaidolline, a 
2003 graduate. These students are what today's discussion is about. 

President Wilson then briefed the Committee on the initial law school proposal and the due 
diligence process. The Board is not expected to take any votes today. President Wilson 
indicated that the case has been made on the financial and academic fronts, and he is prepared to 
recommend that the Board move forward with this initiative. Chancellor MacCormack and her 
team have done a fantastic job with the due diligence process. 

President Wilson reported that the University will receive Southern New England School of 
Law with assets valued at $10 million and a rainy day fund of $1.5 million. The merger will not 
defer funds from UMASS Dartmouth or any other UMASS program. Under the states' 
Continuing Education Act a firewall provides that state funds can not be used to support the law 
school. 



Committee of the Whole 
November 9, 2004 



President Wilson reported that Southern New England School of Law has regional and state 
accreditation and is expected to meet ABA accreditation. We want to turn this law school into a 
jewel for the Commonwealth. 

The proposal for a law school has received wide support from members of congress, state 
and city officials, business leaders, and educators. President Wilson highlighted positive reviews 
of the proposal by Glenn Strehle, former Treasure of MIT; Ellen Wayne, Dean of Career 
Services at Columbia University; Candace Corvey and Kenneth Cody, financial officials at the 
University of New Hampshire; and LeRoy Pernell, Dean of Northern Illinois University College 
of Law. 

President Wilson then indicated that after examining the issue for more than a year, working 
with Chancellor MacCormack, and consulting with colleagues from other institutions, he 
recommends that the University of Massachusetts move forward entering into a formal merger 
discussion with Southern New England School of Law. Looking forward toward the future he 
will create a Blue Ribbon Commission to assist in the creation of a public law school. The Blue 
Ribbon Commission would include other law educators, business educators from outside the 
University of Massachusetts, and the provosts from the UMASS system. 

Chancellor MacCormack reported on the proposed UMASS/Southern New England School 
of Law ( SNSL) Merger . She began by expressing her appreciation for the questions raised. It 
has made our proposal better, and forced us to look very closely at our assumptions. She 
thanked Chairman Karam, President Wilson and his staff for looking at the assumptions. She 
thanked Representative Quinn and Senator Menard, and also thanked Vice Chancellor Zekan and 
Provost Esposito for their work. 

Southern New England School of Law is a real place with real people. Chancellor 
MacCormack introduced Tracy Little, a graduate of SNESL 2001, who works in academic 
support at the law school. She helped prosecute war criminals in the former Yugoslavia; Timor 
Zoubaidolline, is a 2003 graduate who was accepted at Georgetown University but his financial 
aid fell through. He practices civil law at the Law offices of Beauregard, Burke and Franco in 
New Bedford; and Ryan Benharris a third-year student, who is president of the Student Bar 
Association. They are a good example of SNESL and its synergy with the University's mission. 

Southern New England School of Law is a 77,000 square foot building with room for 
expansion, and lies on 5.6 acres. It is located 60 miles, 2 hours, 20 minutes from the Boston law 
schools creating affordability. It is appraised at $9.7 million and has $2.5 million of continuing 
debt. The law school provides an opportunity to create educational opportunities across the 
Commonwealth. The proposal is about building hope and aspiration, creating access to 
excellence, and creating an opportunity to serve the public interest. An editorial in The Boston 
Globe highlights that the law school is a wonderful opportunity. 

-3- 



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Committee of the Whole 
November 9, 2004 



Chancellor MacCormack reported that public interest law is a focus of the law school. We 
want to create a resource for the Commonwealth which would allow an opportunity to qualified 
working-class students who want to pursue a law education. There is a need, and that need is 
consistent with the University's mission to serve the Commonwealth. We are proposing a 
merger for mutual growth and excellence. 

President Wilson reported that the Chief Financial Officer and Vice President for 
Administration and Finance reviewed the financial plan. Vice President Lenhardt reported that 
the President's Office has reviewed the financial plan with Chancellor MacCormack and her 
staff. The University's external audit firm has been asked to review the plan and a written 
response is expected in a few days. He also reviewed the audited financials from SNESL and the 
numbers are clear. SNESL has showed a slow but steadily improving financial picture since 
2000. We are receiving a good capital asset with a little mortgage. This is an opportunity which 
far outweighs the risk. Vice President Lenhardt urged Trustees to visit the SNESL facility. 

Trustee Austin indicated that as Chair of the Committee on Academic and Student Affairs he 
supports President Wilson's recommendation to merge the Southern New England School of 
Law with UMASS Dartmouth. He also indicated that to obtain accreditation student LSAT 
scores and GPA must be raised and the faculty must be improved. 

Trustee Pham asked when the Board can view the Financial Due Diligence and the American 
Bar Association Accreditation Reports. Chancellor MacCormack reported that all financial 
information has been provided to the President's Office. Southern New England School of Law 
has agreed that the Finding of Facts Report will be available for Trustee to look at but only at the 
facility. President Wilson indicated that additional materials will be made available as it comes 
in. 

Chair Karam thanked President Wilson and Chancellor MacCormack for an outstanding job 
on the analysis of the review process. We should consider moving this initiative forward based 
on the University's ability to generate first class programs of national distinction... distinction 
that begins with ABA accreditation and does not end there. This is an opportunity of great value 
for the entire UMASS system. 

Chair Karam indicated that he is very confident in management's assessment and strongly 
endorses the initiative. He asked the Trustees to do the same. 



Committee of the Whole 
November 9, 2004 



The meeting adjourned at 6:04 p.m. 




Lunilka Barrett 
Staff Associate 



-5- 



UNIVERSITY OF MASSACHUSETTS 

AMHERST»BOSTON»DARMOUTH»LOWELL«WORCESTER 

MINUTES OF THE MEETING OF THE 
DEVELOPMENT COMMITTEE 

Thursday, January 22, 2004; 10:00 a.m. 

Knapp Room 

One Beacon Street - 26 th Floor 

Boston, Massachusetts 

Committee Members Present : Vice Chair Austin 

Committee Members Absent : Chair Mahoney; Trustees Fatemi, Giblin and Rainey 

University Administration : President Wilson; Mr. Cofield, Executive Vice President, UMASS 
Foundation; Ms. Wilson, Consultant; Chancellors Gora and MacCormack; Mr. Goodhue, Alumni 
Affairs 

Development Staff : Dr. Dale, Vice Chancellor for University Advancement and Executive 
Director, UMASS Amherst Foundation; Dr. Fisher, Vice Chancellor for Institutional 
Advancement, UMASS Boston; Mr. Ramsbottom, Executive Director, UMASS Dartmouth 
Foundation; Mr. Eynon, Executive Director, University Advancement, UMASS Lowell; Ms. 
Bartram, Interim Vice Chancellor for Development, UMASS Worcester; Mr. Sherman, 
University Relations, UMASS Worcester 

Faculty Representatives : Professor May, UMASS Amherst; Professor Schwartz, UMASS 
Boston 

Vice Chair Austin convened the meeting at 10:07 a.m. in the absence of Chair Mahoney. 

The Development Officers then reported on the 2004 Development Reports thru Q2 . 

UMASS Amherst 

•The Amherst campus is preparing to launch its fundraising campaign; 
•The computer system has been upgraded to the latest version of the ADVANCE system; 
•Seventeen fundraisers were hired in the past 6-7 months; 

•The UMASS Amherst Foundation Board will approve the selection of a Campaign 
Consultant on February 23 rd ; 
•The Amherst campus hopes to exceed the fundraising goal of $25 million. 



Development Committee 
January 22, 2004 

UMASS Worcester 

•The Worcester campus ended the second quarter at $9.9 million versus its fundraising goal 

of $25.2 million; 
•The $20 million Emergency Care Campaign for a new Emergency Department on campus is 

moving forward. This year's Emergency Care Campaign goal is $10 million; 
•Alumni Giving has increased about 40%; 
•The Worcester campus is in the process of Benchmarking with peer institutions. 

UMASS Boston 

•The Boston campus is half-way through its fundraising goal; 

•Staffing continues to be an issue for the Advancement Office. Six people have been added 
to the Advancement staff; 

•The Boston campus hopes to close down its VSR/VAX computer system by June 30 th and 
convert to the Millennium system; 

•Preparations for the opening celebration of the Campus Center, which will be held on 
Monday, April 26, 2004, from 6:00 to 9:00 p.m., are in progress. Alumni honorees include 
Mayor Thomas M. Menino, Reverend Kathleene Card, and Clayton H. W. Turnbull. The 
event's co-chairs are UMASS' Chair Grace K. Fey and Trustee Robert Mahoney, and 
George Russell of State Street Bank. 

Professor Schwartz asked if progress had been made in the naming of the new Campus 
Center. Dr. Fisher indicated that negotiations are ongoing. 

UMASS Dartmouth 

•The Dartmouth campus is behind in its fundraising efforts, however, the campus anticipates 

exceeding its $4.3 million goal; 
•Negotiations for several planned gifts and an Endowed Chair for Middle Eastern Studies are 

ongoing; 

•The search for a permanent Vice Chancellor for Advancement will be in place by July 2004; 
•Searches will begin for 1-2 Major Gifts Officers once the Vice Chancellor for Advancement 

position is filled; 

•Strategic fundraising plans are underway; 
•The Annual Fund is complete and will exceed last year's total; 
• The Parent's Association will exceed last year's total; 
•The Campus Campaign for Employees is up 54%; 
•A College Annual Fund Campaign is underway; 
•The Annual Gala will take place the evening before Commencement. 



Development Committee 
January 22, 2004 

UMASS Lowell 

•The Lowell campus saw a surge in its fundraising efforts during the second quarter; 

•Cash gifts increased dramatically to $1.3 million. Total cash is $200,000 ahead of last year; 

•Chancellor Hogan has assigned a $28 million goal for gifts-in-kind and company product; 

•There was a surge in alumni and donor donations; 

•The Lowell campus stands at 43% of Chancellor Hogan's cash goal of $3.1 million; 

•Cash and pledges are at 65% of the overall goal of $3.85 million; 

•Unrestricted gifts are ahead 33%. The Lowell campus is almost at 80% of the Chancellor's 

goal of $280,000; 

•Gift to endowment are 62% ahead of last year; 
•The PeopleSoft system conversion in the Advancement Office is in progress and will go 

live on August 1 st . Chancellor Hogan hopes to convert the entire campus to the PeopleSoft 

system by January 2005; 
•Searches for five positions in the Advancement Office are underway. 

The next item on the agenda was Reporting to Endowment Donors, UMASS Amherst . Dr. 
Dale indicated that a copy of the presentation is available on the web site 
http://umass.edu/ua/Jan22.ppt . She reported on Donor/Prospect Communications. Highlights 
included: 

•As resources decrease the need to communicate with donors/prospects has increased; 
•Institute a policy to review all school/college/unit publications and written communications 

with alumni; 

•Coordination of messages, themes, and mailing schedules; 
•Creation of a Visual Identity Guide for publications; 
•Establishing a committee with campus-wide representation to develop a professional Public 

Relations effort. Robert Connolly, Associate Vice President for University Relations and 

Communications, is assisting in the effort; 
•The alumni publication called "Connections" is now included in the "Alumni Magazine" 

and shared with all alumni to build stronger communications and programming; 
•Communications are targeted to specific groups; 
•A publication called "Foundations" has been developed for the top 300 major gifts 

prospects; 
•The Endowment Report has been redesigned. 

There was a brief discussion on 'How to Better Market the University'. President Wilson 
reported that funds have been allocated from the UMASS Foundation for a marketing campaign, 
which would include success stories from the campuses. He indicated that Robert Connolly has 
been working with the campuses on this initiative. 



I 



Development Committee 
January 22, 2004 

The next item on the agenda was Proven and Unique Stewardship Tools: How are you 
Communicating with Major Donors? What has been Particularly Effective? Highlights 
included: 

UMASS Worcester 

•The Worcester campus is in the process of revamping its newsletter called "The 
Benefactor ". 

UMASS Boston 

•Donors receive a copy of a newsletter Chancellor Gora sends to faculty and staff members 

about conditions on campus; 

•A personalized Thanksgiving holiday card from Chancellor Gora was sent to donors; 
•The back of the "Alumni Magazine" consists of a full-page feature called "Generous 

Friends"; 

•A system is needed to address regular connections with smaller groups; 
• "Celebrating Excellence" a publication sent to major donors, talks about the role of the 

Boston campus in the Commonwealth. 

Vice Chair Austin suggested that the campuses invite their top 20 donors to major events, 
such as UMASS' Night at the Pops, and the upcoming Tribute Dinner to former President 
William Bulger. 

UMASS Dartmouth 

•A "UMASS Dartmouth Alumni Magazine " has been produced; 

•In the past, major donors paid for two chartered America's Cup Sailboats, which resulted in 
an endowed chair for the School of Marine Science; 
•All donors are invited as guests to all major events on campus. 

UMASS Lowell 

•The Committee was referred to a handout, which captures most of what is being done with 
donor relations on the Lowell campus. 

Vice Chair Austin thanked everyone, and asked that 'How the Trustees can be of help to the 
Development Officers' be considered a possible discussion item for the nex,f meeting. 

The meeting adjourned at 1 1 :20 a.m. 




lilka Barrett 
Staff Associate 









' 



UNIVERSITY OF MASSACHUSETTS 

AMHERST»BOSTON»DARMOUTH»LOWELL»WORCESTER 

MINUTES OF THE MEETING OF THE 
DEVELOPMENT COMMITTEE 

Tuesday, April 20, 2004; 3:00 p.m. 

Board Room 

One Beacon Street - 26 th Floor 

Boston, Massachusetts 

Committee Members Present : Chair Mahoney; Vice Chair Austin; Trustee Brathwaite 

Committee Members Absent : Trustees Fatemi, Giblin and Rainey 

University Administration : Mr. Cofield, Executive Vice President, UMASS Foundation; Ms. 
Wilson, Consultant; Chancellor Gora; Mr. Goodhue, Alumni Affairs 

Development Staff : Dr. Dale, Vice Chancellor for University Advancement and Executive 
Director, UMASS Amherst Foundation; Dr. Fisher, Vice Chancellor for Institutional 
Advancement, UMASS Boston; Mr. Ramsbottom, Executive Director, UMASS Dartmouth 
Foundation; Mr. Eynon, Executive Director, University Advancement, UMASS Lowell; Ms. 
Bartram, Interim Vice Chancellor for Development, UMASS Worcester; Mr. Sherman, 
University Relations, UMASS Worcester 

Chair Mahoney convened the meeting at 3:04 p.m. 

The first item on the agenda was Consideration of Minutes of the Prior Meeting of the 
Committee . 

It was moved, seconded and 

VOTED : To approve the minutes of the January 22, 2004 meeting of the Committee. 

The Development Officers then reported on the 2004 Development Reports and Specific 
Strategic Initiatives (Third Quarter). 

Dr. Dale reported for the Amherst campus. There was a discussion about the proposal to sell 
University-owned property on Nantucket Island. Executive Vice President Julian joined the 
meeting and gave a status report of the transaction. Currently the sale needs legislation and up to 
this date has been well received by the Legislature. It will pay approximately $20 million dollars 
over 4-5 years; each campus will share in the proceeds in the way of endowments. The Amherst 
campus plans to use their share in a matching program. 



r 






Development Committee 
April 20, 2004 

Dr. Dale reported that Dr. Bill Cosby will be giving a performance on the Amherst campus 
which will be a major fundraising event. It will be called "Cosby Coming Home" and will 
include the announcement of some major gifts. Dr. Dale also reported that Dr. Julius Erving will 
host a major golf tournament in August. 

Dr. Fisher reported for the Boston campus which has been busy planning the Campus Center 
Opening and Gala scheduled for April 26. Judy Collins will be performing and has agreed to be 
a part of a "meet and greet" session. Chancellor Gora reported that the campus has passed its 
goal of raising $300,000 in relation to the event. 

Trustee Brathwaite reported that the Center will open many doors of opportunities to students 
and faculty. All student services, centers and organizations will be housed in the Campus 
Center. It was also reported that Jimmy and Roslyn Carter will be coming for a visit. 

Mr. Ramsbottom from the Dartmouth campus announced commitments of $156K and $368K 
in April for a total of $917K for student scholarships during FY04. The search for a permanent 
Vice Chancellor of Advancement continues and the campus is aiming to have the position filled 
by July 1 st . 

As part of a strategic fundraising plan, the Dartmouth campus has identified donors that have 
donated different amounts in unrestricted and restricted monies. The Annual Gala will be held 
on Saturday, May 22" . Mr. Ramsbottom requested that the PIN system be updated as they are 
presently identifying the top 100 alumni through that system. 

Mr. Eynon from the Lowell campus reported a $3.8 million figure in pledges. Trustee Austin 
reported that Raytheon has had several different requests for funds and requested that there needs 
to be a consolidation of requests and a sharing of information and "prospect control". It was 
noted that donation requests on the Dartmouth campus are all tunneled through the Chancellor. 

It was then announced that Rod Miller has been appointed as Chief Executive of the UMass 
Memorial Foundation. In this role, Mr. Miller will lead the joint development function of the 
Medical School and UMass Memorial Health Care as Vice Chancellor for Development. Mr. 
Cofield then thanks Pat Bartram for her work in the interim position. 

Mr. Eynon also discussed the UMASS Lowell Total Donor Focus program which is a new 
advancement paradigm and should be up and running in 18-25 month and will result in a rebuilt 
Advancement Office. 

Chair Mahoney then discussed the need to work together to set appropriate goals for the 
coming fiscal year and stressed the need to engage President Wilson in fundraising efforts and 
suggested that he attend the next meeting. The Development Officers should make a list of ways 
the President could help them with fundraising activities. 



Development Committee 
April 20, 2004 

The new television ads highlighting UMASS' accomplishments were also mentioned and 
everyone is very pleased with them. 

The meeting adjourned at 4:36 p.m. 



Barbara F. Devico 

Secretary to the Board of Trustees 



UNIVERSITY OF MASSACHUSETTS 

AMHERST«BOSTON«DARMOUTH»LOWELL«WORCESTER 

MINUTES OF THE MEETING OF THE 
DEVELOPMENT COMMITTEE 

Thursday, July 22, 2004; 10:00 a.m. 

Knapp Room 

One Beacon Street - 26 n Floor 

Boston, Massachusetts 

Committee Members Present : Chair Mahoney; Trustee Labrecque 

Committee Members Absent : Vice Chair Austin; Trustees Giblin and Rainey 

University Administration : President Wilson; Mr. Cofield, Executive Vice President, UMASS 
Foundation; Ms. Wilson, Consultant; Chancellors Lombardi and Gora; Deputy Chancellor 
Stanton; Mr. Goodhue, Alumni Affairs 

Development Staff : Dr. Dale, Vice Chancellor for University Advancement and Executive 
Director, UMASS Amherst Foundation; Mr. Fencil, Acting Vice Chancellor for Institutional 
Advancement, UMASS Boston; Mr. Ramsbottom, Executive Director, UMASS Dartmouth 
Foundation; Mr. Eynon, Executive Director, University Advancement, UMASS Lowell; Mr. 
Miller, Chief Executive, UMASS Memorial Foundation 

Faculty Representatives : Professor O'Connor, UMASS Amherst; Professor Schwartz, 
UMASS Boston 

Chair Mahoney convened the meeting at 10:05 a.m. 

The first item on the agenda was Consideration of Minutes of the Prior Meeting of the 
Committee . 

It was moved, seconded and 

VOTED : To approve the minutes of the April 20, 2004 meeting of the Committee. 

President Wilson then reported that he recently participated in Harvard's New President 
Orientation which he found useful. President Wilson indicated that the University must increase 
its ability to raise funds and asked how he could help with fundraising efforts. 

The Development Officers then provided a Review of 2004 Fundraising Results and the 
2005 Fundraising Goals . 



Development Committee 
July 22, 2004 

Dr. Dale reviewed fundraising highlights for FY2004. 

There was a brief discussion on how to best utilize President Wilson in fundraising efforts. 
Mr. Cofield, Executive Vice President for the UMASS Foundation indicated that obtaining 
matching funds is the greatest contribution President Wilson could make in helping with 
development efforts. 

Mr. Fencil from UMASS Boston reported that for the second year in a row a pledge of 
$425,000 had been unfulfilled. Next year's fundraising goal is $6.4 million. He also reported 
that the campus will continue to cultivate prospective donors. 

Mr. Fencil reported that the new Campus Center provides many opportunities for the 
campus. Such opportunities include WUMB the campus' FM station, has been assigned space in 
the Quinn Administration building and has enlisted the Institutional Advancement Office to do a 
campaign with them; provide space for the College of Nursing to expand its Learning Research 
Laboratory; College of Nursing collaboration with the Dana Farber Cancer Institute to provide 
diagnostics and some treatment on campus which will help the Dorchester community; give 
significant donors the opportunity to put their name on part of the Campus Center building. 

Mr. Fencil reported that other activities include working on the Moakley Chair which is still 
in progress; working with the National Endowment for the Humanities to fund part of a Center 
for a Chair in Urban Cultural History; there has been a great deal of success in the academic 
support service area in raising money to supplement and support programs dealing with the 
Dorchester Educational Cooperative, formerly Dorchester High; we have received the first 
payment of a six-year grant from the Nellie Mae Foundation; and we continue to cultivate a gift 
from the Bell Ford Foundation. 

Mr. Fencil reported that the Boston campus will hold a second Annual Gala, continue to 
work on its Annual Fund Program, and with the Office of Sponsored Research. 

Mr. Ramsbottom from the Dartmouth campus reported that as of June 30 the campus 
exceeded its cash goal; pledges were 50% of goal due to the lack of matching funds and not 
having a capital campaign; grants were 59% of goal; and gifts-in-kind were 2% of goal despite 
multiple requests of faculty and staff. 

Mr. Ramsbottom reported on fundraising/reorganization/strategic activities. Fundraising 
activities include two $1.5 million Planned Gifts which were received; a $2 million Building 
Donation which is in negotiations; a $1 million Chair in Middle Eastern Studies which is in 
negotiations; a $250,000 Major Gift on hold; and a $250,000 Major Gift which has been 
received. Reorganization activities include a search for a Vice Chancellor of Institutional 
Advancement, a search for two Major Gift Officers; reorganization of the UMASS Dartmouth 
Foundation; and the of hiring of a Director of Donor Relations. Strategic fundraising activities 

-2- 









i 



Development Committee 
July 22, 2004 

include "Breaking New Ground - A Tradition of Innovation" a campaign celebrating the 40 
anniversary of the Dartmouth campus groundbreaking; and the Chancellor's Circle Solicitation. 

Mr. Ramsbottom also reported that the top 200 alumni prospects have been identified 
through PIN and revision of the Harris Directory; the Annual Fund campaign was up 14%, total 
donors was up 35% and the campus campaign which includes faculty and staff was up 54%; and 
the Parents Association and solicitation of parents/grandparents group has been reactivated. He 
reported that the FY2004 goals will remain the same for FY2005. 

Mr. Eynon from the Lowell campus reported that the campus exceeded its $3.8 million 
cash/pledge goal. The overall FY2004 cash and pledge total was $4.2 million. The overall cash 
total for the campus was $2,365 million. The FY2005 goal is $8.4 million, and the cash goal is 
$3.82 million, which is an increase of 27% over this past year. 

Mr. Miller from the Worcester campus reported that three gifts made up one-third of the 
philanthropy for the year. There are three mini campaigns in progress, the Emergency Care 
Campaign, the Cardiac Catheterization Lab, and the Biomedical Research Center. The 
campaigns are being challenged because the lack of sufficient prospects continues to be a 
problem. He indicated that continuing to cultivate prospects is a short term goal. 

Mr. Miller reported that the 26 Chair in Biomedical Sciences was good news for the 
Medical School. He then announced that the 'Walk to Cure Cancer' is taking place on 
September 26 in Worcester. 

Chair Mahoney then indicated that fundraising results for the past four years have not met 
expectations and there is a need to improve our efforts in the future. 

The meeting adjourned at 11:23 a.m. 




:a Barrett 
Sfaff Associate 






r 



i 



UNIVERSITY OF MASSACHUSETTS 
AMHERST»BOSTON»DARMOUTH»LOWELL»WORCESTER 

MINUTES OF THE MEETING OF THE 
DEVELOPMENT COMMITTEE 

Tuesday, November 9, 2004; 2:30 p.m. 

Room 3215, Campus Center 

100 Morrissey Boulevard 

Boston, Massachusetts 

Committee Members Present : Chair Mahoney; Vice Chair O'Shea; Chair Karam 

Committee Members Absent : Trustees Fey and Labrecque 

University Administration : President Wilson; Chancellors Lombardi and Motley; Mr. 
Goodhue, Alumni Affairs 

Development Staff : Dr. Dale, Vice Chancellor for University Advancement and Executive 
Director, UMASS Amherst Foundation; Mr. Fencil, Acting Vice Chancellor for Institutional 
Advancement, UMASS Boston; Mr. Ramsbottom, Executive Director, UMASS Dartmouth 
Foundation; Mr. Eynon, Executive Director, University Advancement, UMASS Lowell; Mr. 
Miller, Chief Executive, UMASS Memorial Foundation 

Chair Mahoney convened the meeting at 2:36 p.m. 

The first item on the agenda was Consideration of Minutes of the Prior Meeting of the 
Committee . 

It was moved, seconded and 

VOTED : To approve the minutes of the July 22, 2004 meeting of the Committee. 

President Wilson then provided an update on the last meeting's discussion on Matching 
Funds/Request to have matching funds available. 

President Wilson announced that Joseph Cofield has resigned from his position as Executive 
Director of the UMASS Foundation. He also announced that Kathleen Phelan will become 
Assistant to the President for University Relations in support of development efforts. 

President Wilson indicated that there will be a Search to replace Joe Cofield. He indicated 
that a study has been prepared by a consultant and a proposal has been made to assess what the 
next steps should be. 



Development Committee 
November 9, 2004 

There was then a discussion on the new position to be created in-light-of Joe Cofield's 
departure. Highlights from the discussion included: 

•It is important to hear input from the Chancellors and Trustees on the expectations for 

the new position; 
•How can the President's Office provide support for the different campuses with 

fundraising/development efforts? 
•The campuses have campus-specific needs; 
•The role of the President is to work with the campuses as a team with fundraising 

efforts; 

•Joe's replacement should be an individual with a marketing strategy. 
•The basic steps of marketing are not taking place on the campuses. The marketing 

system is broken and it has to be re-created; 
•How can we set goals to use the President's prestige and power, Trustee resources and 

existing friends to link and network with possible donor prospects? 
•The vast majority of sales come from volunteers and our development model does not 

have enough volunteer involvement; 

•Trustees have indicated that they are not asked to help with fundraising efforts; 
•There is reluctance by the campuses to work with Trustees; 
•We have several models, what can be done collaboratively to fill some of the holes? 

Chair Mahoney then proposed organizing a breakfast (possibly 25 people), to help with 
development efforts. The breakfast would include Chair Karam, Trustees, and 2-3 friends of the 
individual campuses donor base to discuss a list of possible donor suspects and corporate 
hunches. 

The next item on the agenda was Status of Fundraising Goals for 2004-2005 - First 

Quarter . Chair Mahoney reported that $71 million was raised last year in totals and $63 million 
in cash, pledges and grants. To date we are at 15% of the 2005 goal. 

The Development Officers then provided an update on the Status of Fundraising Goals for 
2004-2005 - First Quarter . 

Amherst (Chancellor Lombardi) 

•UMASS Amherst is low in the first quarter. It is holding on for one of its donor to get the 
matching program in place; 

•Another $2.5 million has been raised against the state program; 
•There is a $1 million commitment through the Nantucket Fund. 

Boston (Mr. Thomas Fencil) 

•UMASS Boston's 2005 goal is 30% higher than last year; 
•There is an umbrella proposal with the Yawkey Foundation; 
•Confident that the 2005 goal will be met. 

-2- 



f 



' 



< 



Development Committee 
November 9, 2004 

Dartmouth (Mr. Donald Ramsbottom) 

•UMASS Dartmouth is working on three 7-figure gifts; 
•Confident that the 2005 goal will be met; 

•Chancellor MacCormack has announced the hiring of the Vice Chancellor for Institutional 
Advancement prior to January 1 st ; 
•Chair Karam and Trustee Mahoney want to meet the finalist. 

Lowell (Mr. Matthew Eynon) 

•UMASS Lowell received $660,000 cash gift today; 

•The 2005 goal is the same as last year; 

•UMASS Lowell has $1.2 million in Major Gifts and Pledges; 

•UMASS Lowell has $1.3 million in incoming Gifts; 

•UMASS Lowell has a large Gift-in Kind from Exxon Mobil. 

Worcester (Mr. Rod Miller) 

•UMASS Worcester is a bit ahead of last year; 

•UMASS Worcester has received a $500,000 gift for the Emergency Care Campaign; 

•Grants are slightly down; 

• UMASS Worcester is working on two 7-figure gifts. 

Chair Mahoney then announced that he and/or President Wilson will follow-up on the 
breakfast for volunteerism. 

The meeting adjourned at 3:52 p.m. 




Zunilka Barrett 
Staff Associate 



-3- 



c 



e 



UNIVERSITY OF MASSACHUSETTS 

AMHERST»BOSTON«DARTMOUTH»LOWELL»WORCESTER 

MINUTES OF THE MEETING OF THE 
GOVERNANCE COMMITTEE 

Tuesday, May 18, 2004; 9:00 a.m. 

Knapp Room 

One Beacon Street - 26 th Floor 

Boston, Massachusetts 

Committee Members Present : Chair Bissonnette Moes; Vice Chair Rainey; Trustees Giblin 
and White 

University Administration : President Wilson; General Counsel O'Malley 

Chair Bissonnette Moes convened the meeting at 9:02 a.m. and asked President Wilson 
for his input regarding the future of Board governance. President Wilson responded that this 
is a high energy Board and strong leadership is critical to the future. President Wilson also 
stated that his plans include keeping the Board members informed of important issues and to 
try to keep the lines of communication open. 

President Wilson also stated that many issues should be solved internally. He recently 
instituted the reviews for Chancellors Gora and MacCormack and reviews for Chancellors 
Hogan and Lazare are in the future. Next year Chancellor Lombardi will mark his third year 
in office and his review will begin. 

President Wilson also noted that continuity of leadership is important for the University 
as he transitions from his interim position to that of a permanent President. The University is 
in a very visible position and needs a Chair with deep knowledge of the University and 
Massachusetts. 

Chair Moes then brought up the issue of out-of-state Trustees and what the process would 
be to allow Trustees to participate and vote via conference call or teleconferencing. General 
Counsel O'Malley responded by noting that language had been drafted that would allow such 
action but the issue has not yet been considered by the Legislature. Currently the open 
meeting law prohibits the members of the Board from deliberating and voting via telephone. 

There was also discussion about the Board meeting attendance requirement. The current 
statute allows Trustees to miss four meetings of the year exempting the months of July and 
August, thus Trustees cannot be removed from the Board for their absences at Board 
meetings. A new Trustee Code of Conduct policy recently adopted, requires active Trustee 
participation. 



. 



Governance Committee 
May 18, 2004 

Following a discussion about the next steps, it was determined that General Counsel 
O'Malley would draft legislation that would permit Trustee attendance via telephone and 
amend legislation that grants special dispensation for the University that would allow a three 
meeting violation. These issues should be discussed with the Senate President and the 
Governor's office. Chair Fey is expected to meet with the Governor in the near future and 
could approach these subjects. 

There was also discussion about forming a Compensation Committee, an issue brought 
up at the last Board meeting. Chair Moes asked Trustee Rainey to chair an ad hoc committee 
of the Governance Committee with Trustees DiBiaggio, O'Shea and Giblin. The ad hoc 
Committee would consider the feasibility of adding a Compensation Committee. General 
Counsel O'Malley suggested that a compensation committee be structured similar to that of 
other universities. 

Chair Moes stated that she would contact Chair Fey about notifying Trustees DiBiaggio 
and O'Shea about their membership in this Committee. General Counsel O'Malley will draft 
legislation amending the University's Board meeting requirements and prepare revisions to 
the By-Laws reflecting those changes as well as provide back-up materials for compensation 
issues. 

President Wilson reiterated that he will address the work load that has been thrust on 
some members of the Board as well as the Trustee/Chancellor relationships. 

President Wilson and General Counsel O'Malley departed the meeting at 9:35 a.m. as the 
members of the Governance Committee discussed next year's slate of officers. The 
Committee requested that they meet again in approximately four weeks. 

The meeting was adjourned at 10:35 a.m. 





4^ v- 

terbara F. DeVico 
Secretary to the Board of Trustees 



■~ 



V 



UNIVERSITY OF MASSACHUSETTS 
AMHERST«BOSTON»DARTMOUTH»LOWELL»WORCESTER 

MINUTES OF THE MEETING OF THE 
GOVERNANCE COMMITTEE 

Thursday, June 17, 2004; 9:00 a.m. 

Small Board Room 

One Beacon Street - 26 th Floor 

Boston, Massachusetts 

Committee Members Present : Chair Bissonnette Moes; Vice Chair Rainey; Trustee Giblin 

University Administration : General Counsel O'Malley 

Chair Moes convened the meeting at 9:00 a.m. and reported on her discussions with 
President Wilson, Chair Fey and Trustee Dubilo regarding the need to separate the Audits 
from the Committee on Administration, Finance and Audit. There should be a separate 
Committee that would raise people's awareness regarding the importance of audit issues. 

Chair Moes also reported that Trustees would prefer an Audit Committee that would 
include non Trustees such as business and community leaders. General Counsel O'Malley 
responded that according to the statute, non Trustee members would not have the right to 
vote. Chair Moes asked General Counsel O'Malley to look into this to see how other 
Universities are handling this issue. 

There was also an update on the idea of forming a Compensation Committee. Trustee 
Rainey had talked to Trustees DiBiaggio and O'Shea; Trustee DiBiaggio agreed to chair a 
Compensation Committee. There was also discussion about the issues the Compensation 
Committee would address; do they limit their duties to the President's Compensation or 
include Chancellors. It was agreed that this issue needs further review. 

Before General Counsel O'Malley's departure it was agreed that he would draft revisions 
to the By-Laws and the Executive Compensation Policy specifying the responsibilities of a 
Compensation Committee and separating Audits from the Committee on Administration, 
Finance and Audit. The Executive Compensation Policy would also need to be revised to 
include the newly established Compensation Committee. 






- 



Governance Committee 
June 17, 2004 



The Committee then continued to discuss the slate of officers for 2004/2005 and agreed 
to meet again in the near future. 

The meeting was adjourned at 10:45 a.m. 




>eVico 
Secretary to the Board of Trustees 



p 



- 



UNIVERSITY OF MASSACHUSETTS 
AMHERST«BOSTON»DARTMOUTH»LOWELL«WORCESTER 



MINUTES OF THE MEETING OF THE 
GOVERNANCE COMMITTEE 

Tuesday, July 6, 2004; 8:30 a.m. 

Small Board Room 

One Beacon Street - 26 th Floor 

Boston, Massachusetts 

Committee Members Present : Chair Bissonnette Moes; Vice Chair Rainey; Trustees Giblin 
and Kennedy 

University Administration : President Wilson; Executive Vice President Julian; General 
Counsel O'Malley 

Chair Moes convened the meeting at 8:35 a.m. General Counsel O'Malley explained the 
revisions to the By-Laws and the Executive Compensation policy that had been 
recommended at the June 17 n meeting. It had been the intention of this Committee to 
establish a separate Audit Committee with several non-Trustees as members. 

There was also discussion about revisions to the By-Laws and the Executive 
Compensation Policy which would allow a newly constituted Compensation Committee that 
would recommend the terms and conditions of the President to the Board. In the past the 
Chair has determined the salary and terms of the President's package notifying the Board 
members of the terms. 

President Wilson stated his belief that these revisions were reasonable. 

Chair Moes announced her intention to allow more time for the Committee to review the 
proposed revisions to the By-Laws and the Compensation Policy, particularly the revisions 
that consider the Sarbanes-Oxley Act. There was discussion about adding non Trustee 
members to the Audit Committee and if the Board should also consider hiring outside 
counsel and/or financial experts to review the audits. 

The Committee then returned to the discussion of the Compensation Committee and the 
revisions to the Executive Compensation policy. Some potential issues included: should 
there be a more formal review of the President; should there be an annual review by the 
Chair or the Compensation Committee? Should all matters of evaluation and compensation 
for the President be reviewed by the Compensation Committee or should some duties remain 
with the Chair. What process should determine the President's performance? 



I 



- 



f 



Governance Committee 
July 6, 2004 



It was noted that the Chair of the Board may be too close to the President and not as 
objective when it comes to performance. There was discussion about forming an annual 
Evaluation Committee and if should there be explicit language added about its intent. 

There was more discussion about the Audit Committee and the issue of adding non 
trustee members to the Committee. Do we need to add explicit Sarbanes-Oxley language and 
would it be setting a precedent to add such members? President Wilson stated that non 
member financial experts would be beneficial to this particular Committee. General Counsel 
O'Malley should explore the legality of this issue further before a final decision is made by 
this Committee. 

There was further discussion about striking the word "performance" from the By-Laws in 
regards to the "performance" of the President and add "annual review". 

Chair Moes related a recent discussion with Chair Fey regarding the future role of the 
Chair of the Board and suggested the role of Vice Chair be expanded to include some of the 
Chair's duties such as serving on the UMASS Foundation, UMASS Building Authority and 
liaison to the Board of Higher Education. 

The Committee agreed to meet again in a week's time and continue the discussion of the 
slate of officers for 2004/2005 . 

The meeting was adjourned at 9:40 a.m. 





A 
>ara F. DeVico 

Secretary to the Board of Trustees 



' 






c 



UNIVERSITY OF MASSACHUSETTS 
AMHERST»BOSTON»DARTMOUTH«LOWELL«WORCESTER 



MINUTES OF THE MEETING OF THE 
GOVERNANCE COMMITTEE 

Tuesday, July 20, 2004; 9:30 a.m. 

Wood Room 

One Beacon Street - 26 Floor 

Boston, Massachusetts 

Committee Members Present : Chair Bissonnette Moes; Vice Chair Rainey; Trustees Giblin 
and Kennedy 

University Administration : President Wilson; Executive Vice President Julian; General 
Counsel O'Malley 

Chair Moes convened the meeting at 10:35 a.m. General Counsel O'Malley discussed 
the issue of adding non-voting members to the soon to be established Audit Committee. 
General Counsel O'Malley stated that after a thorough review of the issue, he has concluded 
that the addition of non-voting members would pose problems in issues of liability and is 
recommending the Committee reconsider this proposal. It could also create several conflict 
of interest issues. 

Chair Moes and the Committee members agreed with the General Counsel's assessment 
and that another option would be bringing in consultants to deal with specific issues. 

Another issue that had been discussed was the ability of Trustees to attend and vote at 
Committee and Board meetings via conference calls or teleconferencing. General Counsel 
O'Malley had written legislation to make this change and submitted it to the Executive Vice 
President for his action. There was a request that Executive Vice President Julian provide an 
update on the status of this legislation. 

There was then a lengthy discussion about the duties of a newly established 
Compensation Committee. It was determined that the Compensation Committee would 
recommend to the Board all matters pertaining to the compensation of the President of the 
University. The Executive Compensation policy would also be amended to incorporate the 
duties of the Compensation Committee with regard to the President's contract and 
Chancellors terms and conditions. 






Governance Committee 
July 20, 2004 



The Committee also agreed to add the stipulation that would allow the Chair of the Board 
in consultation with the Chair of the Compensation Committee and the Board, to conduct an 
annual review of the President. 



There was also a discussion about the need to revise the Board/Committee meeting 
schedule. There was talk about scheduling all Committee and Board meetings on a two day 
or possibly one day schedule. The Governance Committee members indicated that the 
current schedule hadn't posed problems with the majority of the Board members and that the 
administration would continue to address the improvement of teleconferencing capabilities 
for Trustees unable to attend in person. 

It was agreed that General Counsel O'Malley would prepare the final language of the 
revisions to the By-Laws and Executive Compensation Policy; such revisions would be 
distributed to the Governance Committee members for one final review and said revisions 
would be mailed to the Board members in their August Board meeting mailing. The Slate of 
Officers and Committee Leadership assignments would be finalized in the next week and 
distributed to the members of the Board before the Board meeting. 



The meeting was adjourned at 11:11 a.m. 



r 




XljUW' 



Barbara F. DeVico 

Secretary to the Board of Trustees 



-2- 



1 



r 



University of Massachusetts 

University Investment Committee 

Advisor Interviews 

April 12, 2004 

Present : Trustees Fey, Dubilo, White and Karam, 

Vice President Lenhardt and Associate Treasurer Marquis 

Trustee Dubilo called the meeting to order at approximately 10:30 a.m. 

Prior to this meeting the committee agreed to bring two finalists for the position of 
Investment Advisor in for interviews. The firms of Callan Associates and New England 
Pension Consultants were each given the opportunity to discuss their firm philosophy and 
qualifications and answer a series of questions from the committee... 

Each presentation contained a brief summary about the firm, the qualifications of the 
management and staff and the length of time that key persons have been with the firm, 
their abilities to undertake this relationship and the technical resources they bring to the 
engagement. After each presentation, the firm representatives were asked questions about 
their existing client base, their fee schedule, their initial observations given the materials 
that were sent to them in advance of the meeting and the timetable for putting a plan of 
action together. We also shared with each firm our expectations for the relationship. Each 
firm stated that they appreciated the opportunity to present to the Committee and they 
looked forward to working together. 

At the conclusion of the interviews, the firm of New England Pension Consultants 
was unanimously selected by the Committee. 

Vice President Lenhardt was then asked execute a contract with NEPC and to 
schedule other meetings directly with NEPC to get the process started. 



The meeting adjourned at approximately 1 1:50 a.m. 



Respectfully Submitted, 



Philip J. Marquis 
Associate Treasurer 



University of Massachusetts 

University Investment Committee 

June 25, 2004 

Attending : Trustees Dubilo, Karam and White; Vice President Lenhardt, Associate 
Treasurer Marquis 

Absent : Trustee Fey 

Guests : Douglas Moseley, NEPC 
Glenn Johnson, NEPC 
Kristin Reynolds, NEPC 

Chair Dubilo called the meeting to order at 8: 15 a.m. 

Chair Dubilo introduced the representatives from New England Pension Consultants 
to report on their progress towards a recommendation for investment/asset allocation of 
the University's Operating Cash Portfolio. 

Mr. Moseley discussed his understanding of the University's short term cash needs 
and their belief that a greater portion of the portfolio could be invested further out on the 
yield curve without adding a great deal of risk. He also stated that he understood the 
campus' need for annual cash flow. 

Mr. Moseley discussed the firm's views towards interest rates over the next few 
years. Indications are that rates will rise modestly over the next two to three years. Mr. 
Moseley also noted that the portfolio continues to grow annually and suggested that there 
is little likelihood that there will be an immediate demand for all funds based in large part 
on historical cash flows. 

Mr. Moseley indicated that his firm would assist University Administration and the 
Trustees with an Investment Policy revision to match whichever investment 
recommendations are accepted. 

Mr. Moseley then proceeded to discuss the methodology that his firm used to model 
expected returns for various asset allocation scenarios. It was agreed that NEPC would 
look further into REITS and Managed Futures as potential asset class choices. Additional 
modeling would be undertaken before a final asset allocation is determined. The firms 
modeling takes a forward look at interest rates and asset class return projections for a 
period extending from five to seven years out. 

Mr. Moseley' s suggestions included an allocation to an Intermediate Manager as well 
as an allocation to a Short Duration Manager. The committee agreed to consider this 
recommendation and suggested to staff that they begin the search process for the two 
asset classes. No determinations were established to reflect what portion of the portfolio 
would be placed with either discipline. It was further discussed that a concentration of up 



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to 25% in equity like investments was appropriate for the assets. This is consistent with 
the current investment policy that is in place today. 

The next discussion focused on custody and the need to have all assets housed with 
one custodian relationship. It was also discussed that we should allow the custodian to 
enter into securities lending in an effort to drive down the net cost of custodial services. 

It was moved and seconded to proceed with a custodian search as well as short 
duration and intermediate fixed income manager searches. NEPC will pre-screen the 
universe of custodians as well as short and intermediate managers and will provide that 
list to the University for distribution of the RFP. NEPC will provide their selection 
criteria to the University for file. NEPC working with University procurement 
representatives and University Treasurer's Office staff will manage the process. 
Responses to the RFP process will be reviewed by the Committee and interviews will be 
conducted with the finalists. The Committee will make the final determination with 
regard to the selection of the manager and custodian. 

The meeting adjourned at approximately 10:00 

Respectfully Submitted, 



Philip J. Marquis 
Associate Treasurer 



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University of Massachusetts 
University Investment Committee 
September 21, 2004 

Attending : Trustees Dubilo, White, Karam 

Excused : Trustee Fey 

University Administration : Treasurer Lenhardt, Associate Treasurer Marquis 

Guests : NEPC - Doug Moseley, Kristin Reynolds 

Trustee Dubilo called the meeting to order at 8:00 a.m. 

The meeting started with an agenda being distributed. Objectives for the day included 
manager interviews for short and intermediate duration fixed income portfolios, review of 
the June 30, 2004 Performance Report, selection of a Custodian Bank and a preliminary 
discussion of Asset Allocation. 

The first item on the agenda was the approval by the University Investment 
Committee of a Custodian Bank. Treasurer Lenhardt described the evaluation process, 
the short list of firms, their strengths and weaknesses and the factors that separated the 
candidates during the selection process. The Committee recommended and awarded the 
business to Mellon Trust based upon the recommendation of NEPC and Treasurer 
Lenhardt. The other finalists included State Street and JP Morgan. Letters will be sent to 
all finalists. 

Starting at 8:15 a series of four interviews were conducted. The firms were limited to 
thirty minutes to describe their firm and how they would manage the University's assets. 
All finalists interviewed were selected following a very formal and thorough screening 
process conducted by NEPC in coordination with University Administration. Appropriate 
procurement guidelines were established and agreed to by the President's Office Director 
of Procurement and followed. Separate screening materials and originals of all responses 
submitted by each manager are maintained under separate file in the Treasurer's Office. 
All four managers were being considered for either or both of the disciplines. Each 
manager is very capable of managing either discipline. Mr. Moseley discussed some of 
the initial screens 

The firms interviewed included Income Research & Management, Inc., Blackrock, 
Merganser Capital Management and Western Asset Management. After careful 
discussion and deliberations, the University Investment Committee unanimously selected 
IR&M to manage the intermediate portfolio and WAM to manage the short portfolio. 
Each manager will be funded with an initial balance of approximately $100,000,000. 
Additional allocations will be based on the final asset allocation model which is still 
being refined. 



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The next agenda item was the discussion of the 6/30/04 performance. Mr. Moseley 
reminded the committee that historical comparisons will be difficult given that the 
University has been cash like for the past year as we worked our way through the internal 
to external management transition. The cash like position was agreed to by the 
Committee at their November 2003 meeting. . 

The Committee reviewed the performance for the period ended June 30, 2004. Mr. 
Moseley was asked to bring to the group for discussion at the next meeting an analysis of 
all equity managers. Discussion centered on certain underperformance in the portfolio 
and how we might address this in the future. 

The next discussion was a continuation of the discussion about asset allocation. Initial 
contributions to the short and intermediate managers will be approximately $100,000,000 
each. It is possible that we will increase allocations to the Alternative Asset Managers as 
well as IR&M Convertible Bonds but that will be determined as we get a better handle on 
average cash balances as well as how much short term liquid cash the Treasurer's Office 
needs on hand. 

The group closed with a job well done. Plans should be put in place to have the 
transition to the new custodian and managers by November 2004. 

Meeting adjourned at approximately 1 1:00. 

Respectfully Submitted, 



Philip J. Marquis 
Associate Treasurer 



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University of Massachusetts 

University Investment Committee 

November 30, 2004 

Attending : Trustees Dubilo, White, Karam 

Excused : Trustee Fey 

University Administration : Treasurer Lenhardt, Associate Treasurer Marquis 

Guests : NEPC - Doug Moseley, Kristin Reynolds 

Trustee Dubilo called the meeting to order at 8:00 a.m. 

The meeting started with an agenda being distributed. Objectives for the day included 
acceptance of prior meeting minutes, review of the draft Investment Policy, manager 
interviews for the high yield bond portfolio, review of the September 30, 2004 Quarterly 
Performance Report, and continued discussion of the Asset Allocation Targets. 

The first item on the agenda was the approval by the University Investment 
Committee minutes since November 2003. 

Mr. Moseley discussed the aggregate portfolio performance and the general market 
conditions. All members received a copy of the quarterly report prepared by NEPC for 
the quarter ended 9/30/04. 

Mr. Moseley spent a little time describing each manager and their performance. He 
suggested that we begin a search for an enhanced index fund to replace the Fidelity Blue 
Chip Fund which should be sold immediately. He also suggested the termination of State 
Street Global Advisors. Proceeds form the State Street sale to be deposited in the 
American Funds. Proceeds from the Fidelity sale to be deposited on a temporary basis in 
to an S&P 500 Index until a systematic search could be done for an Enhanced Index 
Product. No other manager replacements were recommended at this time. 

In addition to his recommendation to sell Fidelity and State Street Global, Mr. 
Moseley recommended that a global bond search be conducted as was discussed in 
previous asset allocation discussions. Hedge fund managers were discussed. Mr. Moseley 
likes the strategy and our current manager selections. No changes for hedge funds 
discussed at this time. Mr. Moseley will work with the University Treasurer's Office to 
RFP both an enhanced index manager as well as an international equity manager. 

Starting at 8:45 a series of interviews were conducted. Firms invited to present today 
are Penn Capital, Post Advisors and Loomis Sayles. The firms were limited to thirty 
minutes to describe their firm and how they would manage the University's assets. All 
finalists interviewed were selected following a very formal and thorough screening 



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process conducted by NEPC in coordination with University Administration. Appropriate 
procurement guidelines were established and agreed to by the President's Office Director 
of Procurement and followed. Separate screening materials and originals of all responses 
submitted by each manager are maintained under separate file in the Treasurer's Office. 
Each manager is very capable of managing the high yield discipline. Mr. Moseley 
discussed some of the initial screens 

Following the interviews and after careful discussion and deliberations, the 
University Investment Committee unanimously selected Post Advisors to manage the 
high yield portfolio. Post Advisors will be funded with an initial balance of 
approximately $25,000,000 sometime in the first quarter of 2005. Additional allocations 
will be based on the final asset allocation model which is still being refined. 

The next discussion was a continuation of the discussion about asset allocation. Initial 
contributions to the short and intermediate managers will be approximately $100,000,000 
each. It is possible that we will increase allocations to the Alternative Asset Managers as 
well as IR&M Convertible Bonds but that will be determined as we get a better handle on 
average cash balances as well as how much short term liquid cash the Treasurer's Office 
needs on hand. 

Prior to the close of the meeting Mr. Moseley circulated a first draft of the revised 
Investment Policy. Members were asked to review and comment on any component. A 
further refined draft would be available for the next meeting. 

Meeting adjourned at approximately 10:30. 

Respectfully Submitted, 



Philip J. Marquis 
Associate Treasurer 




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