WESTERN WASHINGTON UNIVERSITY BOARD OF TRUSTEES AGENDA December 14, 15, 2017 THURSDAY, DECEMBER 14, 2017 Location: Old Main 340 Time: 3:00 p.m. 1. CALL TO ORDER 3:00 – 3:05 2. WESTERN ENGAGED: ADVANCING INSTITUTIONAL PRIORITIES Joint Session with Western Washington University Foundation Board of Directors 3:05 – 4:30 Presentation: Brent Carbajal, Provost and Vice President for Academic Affairs Stephanie Bowers, Vice President for University Advancement Kit Spicer, Dean, College of Fine and Performing Arts Scott Young, Dean, College of Business and Economics Discussion 3. EXECUTIVE SESSION MAY BE HELD TO DISCUSS PERSONNEL, REAL ESTATE AND LEGAL ISSUES AS AUTHORIZED IN RCW 42.30.110 4:30 – 5:00 FRIDAY, December 15, 2017 Location: Old Main 340 Time: 8:00 a.m. 4. CALL TO ORDER, APPROVAL OF MINTUES 8:00 – 8:05 • Board of Trustees Special Meeting, September 8, 2017 • Board of Trustees Special Meeting, September 9, 2017 • Board of Trustees Meeting, October 12, 2017 • Board of Trustees Meeting, October 13, 2017 5. PUBLIC COMMENT 8:05 – 8:15 6. BOARD CHAIR 8:15 – 8:25 7. UNIVERSITY PRESIDENT 8:25 – 8:40 Active Minds Changing Lives page 1 8. FACULTY SENATE 8:40 – 8:45 9. ASSOCIATED STUDENTS 8:45 – 8:50 10. BOARD GOVERNANCE COMMITTEE REPORT 8:50 – 9:00 Presentation: Trustee Chase Franklin, Chair, Board Governance Committee 11. AUDIT COMMITTEE REPORT 9:00 – 9:10 Presentation: Trustee Earl Overstreet, Chair, Board of Trustees Audit Committee ACTION ITEMS 12. BOARD GOVERNANCE REVISIONS a. Approval of the Finance, Audit, and Enterprise Risk Management Committee Charter b. Approval of the Board Rules of Operation Revisions 9:10 – 9:30 Presentation: Sue Sharpe, Chair, Board of Trustees Earl Overstreet, Chair, Audit Committee Chase Franklin, Chair, Governance Committee 13. CONSENT ITEMS 9:30 – 9:35 a. Approval of Fall Quarter Degrees b. Final Approval of Acquisition of SEA Discovery Center Facility and Property, and Delegation of Authority to Execute Transfer c. Approval of the Interlocal Agreement between the Department of Ecology and WWU 14. APPROVAL TO AMEND CHAPTER 516-09 WAC, PUBLIC RECORDS, TO UPDATE PUBLIC RECORDS DEFINITION, ALLOW FEES FOR CERTAIN COSTS AND WAIVERS THERETO, AND OTHER HOUSEKEEPING CHANGES 9:35 – 9:45 Presentation: Sabah Randhawa, President BREAK – 10 minutes DISCUSSION ITEMS 15. DIVERSITY, EQUITY, AND INCLUSION – CONTINUING THE CONVERSATION 9:55 – 10:55 Presentation: Sabah Randhawa, President Vice Presidents Active Minds Changing Lives page 2 16. COMPREHENSIVE BUDGET OVERVIEW AND FINANCIAL HEALTH REPORT 10:55 – 11:55 Presentation: Richard Van Den Hul, Vice President for Business and Financial Affairs Linda Teater, Director, Budget Office Brian Sullivan, Associate Vice President, Business and Financial Affairs 17. INFORMATION ITEMS 11:55 – 12:00 a. b. c. d. e. f. Academic Affairs Report Quarterly Grant Report Capital Program Report University Advancement Report University Relations and Marketing Report Legislative Update Report 18. DATE FOR NEXT REGULAR MEETING: February 8, 9, 2018 19. ADJOURNMENT Active Minds Changing Lives page 3 1. CALL TO ORDER WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: President Sabah Randhawa DATE: Friday, December 15, 2017 SUBJECT: Approval of the Minutes PURPOSE: Action Items Purpose of Submittal: Approval of the Board of Trustees Meeting Minutes. Proposed Motion: MOVED, that the Board of Trustees of Western Washington University, upon the recommendation of the president, approve the following minutes: o o Approval of the Minutes of the Special Work Session of the Board of Trustees Meeting, September 8 & 9, 2017 Approval of the Minutes of the Board of Trustees Meeting, October 12 & 13, 2017 Supporting Information: Minutes of September 8 & 9, 2017 Minutes of October 12 & 13, 2017 Western Washington University Board of Trustees Special Meeting Minutes Friday, September 8, 2017 1. CALL TO ORDER Board Chair, Sue Sharpe called the special meeting of the Board of Trustees of Western Washington University to order at 8:32 am at the Washington Athletic Club, in Seattle, WA. Board of Trustees Sue Sharpe, Chair Earl Overstreet, Vice Chair John Meyer, Secretary Chase Franklin Karen Lee Trista Truemper Mo West Western Washington University Sabah Randhawa, President Brent Carbajal, Provost and Vice President for Academic Affairs Richard Van Den Hul, Vice President for Business and Financial Affairs Stephanie Bowers, Vice President for University Advancement Melynda Huskey, Vice President for Enrollment and Student Services Donna Gibbs, Vice President for University Relations and Marketing Barbara Sandoval, Assistant to the President and Secretary to the Board of Trustees Rayne Rambo, Assistant Secretary to the Board of Trustees Cathy A. Trower, President, Trower & Trower, Inc. 2. WELCOME AND OPENING REMARKS Chair Sharpe welcomed Cathy Trower, President, Trower & Trower, Inc. to the board’s work session, delivered opening remarks and provided an outline of the expectation for the day’s meeting. 3. STRATEGIC PLANNING DISCUSSION WITH TRUSTEES AND UNIVERSITY LEADERSHIP Chair Sharpe introduced the topic for the meeting which was centered on the universities strategic plan. She said that it has been ten years since the university has gone through the strategic planning process and is the first time for the present board of trustees. Sharpe thanked those present in the room for the work that has already been completed internally regarding the strategic plan, including outreach and research collected from the campus community that is reflected in the materials. She added that the objective of the meeting, with facilitation from Cathy Trower, was to define the board’s role is in the strategic planning process, discuss the future of higher education, and the unique opportunities for Western moving forward. President Randhawa led the conversation with his observations from the strategic planning process and the outcomes from those processes. He stated that over the past three years the university has gone through major efforts that have formed the framework of the strategic planning process that includes the work related to the presidential search. That work included an analysis of Western’s Strengths, Challenges, Opportunities and Threats (SCOT) and the creation of the presidential profile. He reminded the board that the comprehensive accreditation review process provided an assessment of critical areas within the university. Both of these exercises have provided critical data for the strategic planning process. Randhawa also noted that the strategic planning process allows for a unique opportunity for shared governance with faculty and engagement of the broader campus community. Randhawa also stated that it has been an opportunity to engage together as a team in governance. He added that the strategic planning process is an opportunity to challenge the institutional culture. Randhawa added that it is an opportunity to see that there are way to enhance, challenge and change the thinking in ways that we have not done in the recent past. Chair Sharpe noted that the goal for the work session was for the board to become grounded in the process that has been proposed, and determine and how the board will work through the process. Sharpe also noted that the larger aspirational goals for the university would be a priority for the work session. President Randhawa added that the strategic plan would be reviewed on an annual basis to assess whether the university has or has not made progress on the key goals of the strategic plan. Cathy Trower, provided an overview of the strategic planning process on a national level and how other universities are structuring their performance metrics of their strategic plans on an annual basis. Trower lead the discussion regarding successful strategic planning and covered the following topics: • • • • • • • • • • Clear and comprehensive grasp of external opportunities and challenges Realistic and comprehensive assessment of the organization’s strengths and limitations An inclusive approach An empowered planning committee Involvement of senior leadership. Sharing of responsibility by board and staff members Learning best practices Clear priorities and implementation plan Patience A commitment to change The president, trustees and the vice president’s collaborated in a discussion on the aspirational goals of the university and strategic planning for the university. It was agreed that the strategic planning process is an opportunity to define and in some cases redefine student access, student success and impact. Creating and defining a common vocabulary that would link the culture and vision of the university and achieve opportunities and to overcome challenges. It was also agreed that the strategic planning process needs to deliver a plan that is relevant to future generation of the university by looking at the bigger picture for the future of the university. Chair Sharpe announced a break at 11:58 a.m. The board returned and reconvened the meeting at 12:32 a.m. 4. STRATEGIC PLANNING DISCUSSION WITH TRUSTEES AND UNIVERSITY LEADERSHIP, cont. The continued conversation was centered around access and affordability, opportunities for students, and quality education. The group collectively discussed ways and opportunities to improve the Western experience and to support both graduate and undergraduate students. There was also discussion on improving the international student program enrollment and experience and improving the overall enterprise of the international student programs. The leadership team discussed the importance of academic excellence and what that means for Western and Western students. The team spent time defining excellence and how to incorporate excellence into every student’s education and experience at Western. President Randhawa closed the conversation by outlining the remainder of the process and the board’s engagement. He stated that the Strategic Planning Committee will gather to hear the input from the Board of Trustees. Randhawa added that the Strategic Planning Committee will present the plan to the campus community for a final round of input to ensure elements have been taking into consideration in mid-October. A revised draft version of the Strategic Plan will be presented to the Board of Trustees again in December 2017. Chair Sharpe announced a break at 1:54 p.m. The board returned and reconvened the meeting at 2:16 p.m. 5. BOARD GOVERNANCE Chair Sharpe introduced the next agenda item which included a self-assessment and board structure including sub-committees. Cathy Trower provided an overview of a recent self-assessment of the board. The selfassessment provided insight into the working relationship of board membership and the campus perception of the Board of Trustees. The trustees spent time discussing their leadership role at the university and defining the value of the board. It was agreed that the board’s work in the sub-committees contributes to the board’s sense of engagement and participation on issues that are important to the university. The board spent time discussing the sub-committee structure within the Board of Trustees. It was determined that the Audit Committee is evolving and that taking a deeper dive into strategic areas of oversight leads to a more effective committee. The board discussed at length the role of the Governance Committee and its potential restructure to better support academics and student success. Trustee Sharpe summarized the conclusions of the conversation by confirming that the goals of the Audit Committee would be to incorporate finance/risk management and the goals of the Governance Committee would move in the direction of academic and student success. It was agreed that these would be the priorities for the two sub-committees moving forward. The meeting adjourned at 4:42 p.m. DRAFT Minutes September 9, 2017 Western Washington University Board of Trustees Special Meeting Minutes Saturday, September 9, 2017 1. CALL TO ORDER Chair Sue Sharpe called the special meeting of the Board of Trustees of Western Washington University to order at 8:27 a.m., Saturday, September 9, 2017 at the Washington Athletic Club in Seattle, Washington. BOARD OF TRUSTEES Sue Sharpe, Chair Earl Overstreet, Vice Chair John M. Meyer, Secretary Chase Franklin Karen Lee Mo West WESTERN WASHINGTON UNIVERSITY Sabah Randhawa, President Barbara Sandoval, Assistant to the President and Secretary to the Board of Trustees Cathy A. Trower, President, Trower & Trower, Inc. 2. EXECUTIVE SESSION At 8:28 a.m. Chair Sharpe announced that the board would convene in Executive Session for approximately 3 hours to discuss a personnel matter as authorized in RCW 42.30.110 (1)(g). The board returned to open session at 11:14 a.m. with no action to report. 3. CLOSING REFLECTIONS The board reflected on their takeaways from the work session and the value of the meeting and expressed a desire to schedule another work session in approximately four months. 4. ADJOURNMENT The meeting adjourned at 11:18 a.m. Page 1 DRAFT Minutes October 12, 2017 Western Washington University Board of Trustees Meeting Minutes Thursday, October 12, 2017 CALL TO ORDER Board Chair Sue Sharpe called the regular meeting of the Board of Trustees of Western Washington University to order at 3:03 pm in the Board Room, Old Main 340, in Bellingham, WA. Board of Trustees Sue Sharpe, Chair Earl Overstreet, Vice Chair John Meyer, Secretary Betti Fujikado Chase Franklin Karen Lee Trista Truemper Mo West Western Washington University Sabah Randhawa, President Brent Carbajal, Provost and Vice President for Academic Affairs Richard Van Den Hul, Vice President for Business and Financial Affairs Stephanie Bowers, Vice President for University Advancement Melynda Huskey, Vice President for Enrollment and Student Services Donna Gibbs, Vice President for University Relations and Marketing Allison Giffin, Faculty Senate President Kerena Higgins, Assistant Attorney General Paul Cocke, Director of University Communications Paul Dunn, Senior Executive Assistant to the President Barbara Sandoval, Assistant to the President and Secretary to the Board of Trustees Rayne Rambo, Assistant Secretary to the Board of Trustees 1. APPROVAL OF MINUTES The minutes we approved as amended. MOTION 10-01-2017: • • Trustee Franklin moved that the Board of Trustees of Western Washington University, upon the recommendation of the President, approve the following Minutes: Board of Trustees Special Meeting July 20, 2017 Board of Trustees Meeting August 18, 2017 The motion passed. DRAFT Minutes October 12, 2017 1. EXECUTIVE SESSION At 3:04 p.m. Chair Sharpe announced that the Board would convene in Executive Session for approximately 40 minutes to discuss a personnel matter as authorized in RCW 42.30.110 (1)(g)&(i). Chair Sharpe announced a break at 3:40 a.m. The board reconvened the meeting at 3:48 a.m. 2. DIVERSITY, EQUITY, AND INCLUSION Provost Brent Carbajal invited the panel to introduce themselves and their position at Western. Spencer Anthony-Cahill, Chair, Chemistry Department and former Faculty Senate President, explained that during his tenure at Western, the topic of diversity, equity and inclusion has been a long standing topic of discussion. He pointed out that the under-representation of women in Science, Technology, Engineering and Math (STEM) fields is an area of focus for him and his department. Anthony-Cahill highlighted the recent achievement of receiving the Howard Hughes Medical Institute Research Award that was awarded to Western and is one of the premier, privately supported bio-medical research awards in the world. He added that this prestigious award will bring one million dollars over the course of five years to Western to enhance recruitment, retention and success in the natural sciences for first-generation, historically underrepresented racial and ethnic minority, female, and transfer students at Western. Anthony-Cahill highlighted the fact that Western received this award because of the unheralded commitment of those that worked tirelessly to promote equity, inclusion and diversity for years prior to receiving the Advancing Excellence and Equity in Science (AEES) award. Regina Barber-DeGraaff, Instructor of Physics and Astronomy and the STEM Inclusion and Outreach Specialist for the College of Science and Engineering, outlined the process of creating a position that would allow her to collaborate with multiple programs and projects. BarberDeGraaff emphasized the importance of networking, awareness, and support. She stated that networking with other scientists helps create connections, such as attending the annual Society for Advancement of Chicanos/Hispanics and Native Americans (SACNAS) conference which she has attended with students from the College of Science and Engineering for the past four years. Barber-DeGraaff also added that her role as a faculty advisor to student clubs allows her to mentor under-represented students within the clubs as they plan their annual event, “STEM Mix It Up”. She explained that the event promotes equity and inclusion with a new theme every year and is sponsored by the College of Science and Engineering. Trula Nicholas, Associate Professor Human Services Program in the Woodring College of Education stated she was representing the Faculty Senate Social Justice and Equity Committee that was approached by the President’s Task Force on Equity, Inclusion and Diversity regarding financial awards for faculty to conduct research and develop techniques in the classroom to promote inclusion. Nicholas explained that it was important to create a sense of community by creating a faculty learning lab which encourages faculty awardees to collaborate on ideas, exchange research, and share classroom experiences. Nicholas provided an overview of the Campus Wide Dialogues that provide professional training to a cohort of faculty, staff, students and community members on facilitating difficult conversations which allows for campus and community wide dialogues which then provides feedback to the cohort. Nicholas added that working on social justice and equity topics helps break down stereo-types and allows for people to engage on a personal level. DRAFT Minutes October 12, 2017 Ted Pratt, Dean of Students, introduced the idea of building future students. Pratt said that the Child Development Center on Western’s campus provides child care for students, faculty and staff and has the potential to build future Western students. He added that the Compass 2 Campus program that provides fifth graders with the opportunity to visit Western’s campus and experience campus life for a day, also helps build potential Western students. Pratt said that the first cohort of the program are entering as freshman this fall at Western. He stated that these programs, in conjunction with the admissions office create opportunities for recruitment of new populations of students. Pratt also elaborated on the partnership between the Admissions Office and the Office of Financial Aid which provides important guidance to help retain first generation, low income, Pell Grant eligible, ethnic minority populations. Pratt continued to list additional offices that support student retention that include the Student Outreach Services that provides specific counseling for student groups like DACA, Native American students and student veterans. Simrun Chhabra, President, Associated Students, brought forward the student perspective of equity and justice. Chhabra emphasized the idea of critical hope as Western’s focus as we continue to work on these very important issues. Chhabra touched on a few points that are important to students; the importance of being critical when evaluating Western’s resources, improving Western’s relationship with indigenous tribes, and creating a dialogue with students with regards to difficult conversations and providing a safe space for difficult conversations. Chhabra said that the work that is accomplished now is for all future Western students and the hope is to provide as much diversity and inclusion knowledge for the issues that we face as a nation. Sue Guenther-Schlesinger, Vice Provost, Equal Opportunity & Employment Diversity and Title IX Coordinator, updated the board on the work of the Equal Opportunity Office. GuentherSchlesinger noted that campus climate surveys have been facilitated by the Higher Education Research Institute, (HERI) that conducted three surveys that included faculty, staff and students. She explained that these surveys will allow for Western to compare itself to other peer institutions that have also participated in the HERI surveys. She added Western will also be able to compare the results with previous climate surveys. Guenther-Schlesinger said a summary will be provided to the vice presidents and the deans in the coming week, and will then be shared with their departments. Guenther-Schlesinger highlighted the work undertaken by the task force on Preventing and Responding to Issues of Antisemitism that was formed after a series of events on campus. The task force membership included faculty, staff, administrators and students whose charge was to develop recommendations to educate campus community members about anti-Semitism and its negative impacts targeting Jewish members of Western community. Guenther-Schlesinger also mentioned the work undertaken on gender-neutral facilities. Gender-neutral facilities guidelines have been established for the first time at Western as a result of recommendations provided by an advisory group. These guidelines are based on recognizing the importance of providing safe, accessible and reasonably convenient restroom and locker room facilities for people of all gender identities. Provost Carbajal shared with the board the work of the Provost’s Diversity and Inclusion Hiring Initiative. Carbajal noted that the initiative recognizes that it is critical to hire, retain, and advance faculty who are committed to effectively mentoring and educating Western’s increasingly diverse student body. The pilot work will begin in the fall beginning with eight new faculty searches and will include an Equity and Inclusion Advocate training session for a tenured faculty member who will sit on the search committee. Carbajal added that the job description will include required elements related to diversity and inclusion that will also apply to how the faculty member is eventually evaluated. He noted that increased Equal Opportunity Office DRAFT Minutes October 12, 2017 consultations would be available for faculty members and that the future expectations would be inclusive of the college and department level to support faculty by implementing ways to formally value the efforts related to diversity and inclusion in teaching. Trustee Sharpe thanked the panel for their attendance and their important work on a topic that is very important to the board and the university community. Trustee Fujikado summarized the conversation and pointed out the importance of critical hope. She stressed the importance of the work around diversity, equity and inclusion and that the commitment from the panel is exceptional and to continue to have conversations and taking risks is vital to the success of these these initiatives. 3. INTRODUCTION OF ASSOCIATED STUDENTS BOARD OF DIRECTORS Trustee Sharpe welcomed the Associated Students available to attend the meeting. The Associated Students Board of Directors present were: • • • Simrun Chhabra, President, Associated Students Annie Gordon, Associated Students Vice President for Student Life Alexander LaVallee, Associated Students Vice President for Business and Operations Trustee Sharpe thanked those present for attending the meeting adding that the board looks forward to a productive academic year. Western Washington University Board of Trustees Meeting Minutes Friday, October 13, 2017 1. CALL TO ORDER Board Chair Sue Sharpe called the regular meeting of the Board of Trustees of Western Washington University to order at 8:20 am in the Board Room, Old Main 340, in Bellingham, WA. Board of Trustees Sue Sharpe, Chair Earl Overstreet, Vice Chair John Meyer, Secretary Betti Fujikado Chase Franklin Karen Lee Trista Truemper Mo West Western Washington University Sabah Randhawa, President Brent Carbajal, Provost and Vice President for Academic Affairs Richard Van Den Hul, Vice President for Business and Financial Affairs Stephanie Bowers, Vice President for University Advancement Melynda Huskey, Vice President for Enrollment and Student Services Donna Gibbs, Vice President for University Relations and Marketing Allison Giffen, Faculty Senate President Rob Olson, Assistant Attorney General Paul Cocke, Director of University Communications Paul Dunn, Executive Assistant to the President Barbara Sandoval, Assistant to the President and Secretary to the Board of Trustees Rayne Rambo, Assistant Secretary to the Board of Trustees 2. EXECUTIVE SESSION At 8:25 a.m. Chair Sharpe announced that the Board would convene in Executive Session for approximately 30 minutes to discuss a personnel matter as authorized in RCW 42.30.110 (1)(g)&(i). The meeting returned to open session at x:xx am with no action to report. 3. PUBLIC COMMENT As per Amended RCW 28B.35.110, the Board of Trustees provided time for public comment. There were no requests for public comment Chair Sharpe announced that there would be some adjustments to the agenda for the day asked President Randhawa to provide his report. 4. UNIVERSITY PRESIDENT President Randhawa congratulated Citlaly Ramirez, a junior in Management Information Systems in the College of Business and Economics, on being selected to be a speaker at the Geekwire Summit in Seattle. Randhawa said she had the opportunity to address three hundred people to tell her story, “Immigrant’s Journey”. Randhawa also noted that students Stephanie Mason and Ted Weber won first and second place respectively at the Association for Computing Machinery’s Student Research Competition. President Randhawa reflected on the previous day’s conversation regarding Diversity, Equity, and Inclusion and noted that Western represents a microcosm of society and spoke about the importance of Western’s efforts to advance diversity, equity and inclusion on campus. President Randhawa detailed his visit with a group of local tribal elders who were on campus for a Western Reads event centered on the book, ‘Tulalip, From My Heart”, by Harriette Shelton Dover. Randhawa noted that the conversation was powerful and commented on the importance of both teaching equity, diversity and social justice, and living it in our daily lives. Randhawa said that Western needs more directive resources to contribute to diversity, equity and inclusion initiatives, adding that it is important to have clarity on priorities, how Western aligns itself as an institution, and determine the best way to assess the progress that has been made already. President Randhawa introduced Melynda Huskey, Vice President for Enrollment and Student Services, who provided a brief synopsis of the entering freshman class. Huskey reported that on census day, the tenth day of enrollment, Western welcomed 3,114 first year students and 1,181 transfer students which represents the largest class in the history of Western. Huskey noted that the incoming collective GPA is 3.4 which indicates that they are highly qualified students. Huskey reported that thirty percent of the first year students and forty-five percent of the incoming transfer students are first-generation students. She added that overall fall enrollment indicates twenty-five percent are students of color, which is an increase from previous years. 5. . FACULTY SENATE Allison Giffin, President, Faculty Senate, reported that the Faculty Senate continues its work on the revision of the General Education Program. She noted that the Faculty Senate has been working alongside United Faculty of Western Washington, to examine issues related credit bearing classes taught by non-faculty. Giffen added that one of her main focuses as Faculty Senate President is to continue to strengthen the faculty voice and faculty participation in the work of the university by making improvements to the committee structure and creating greater representation opportunities. 6. . EMERGENCY RULE CHANGES Melynda Huskey, Vice President for Enrollment and Student Services updated the board on the need for revisions to policies and procedures that are currently in place governing the use of university facilities and additional emergency rules pertaining to weapons and demonstrations. Huskey added that the goal of the policies is to preserve the integrity of Western Washington University’s educational mission, to protect the health, safety and welfare of students, faculty and staff, and to preserve University property and scarce state resources while at the same time preserving its strong commitment to freedom of expression. She noted that the emergency rules being presented to the board are an interim measure to allow the university to proceed with the broader public comment periods and facilitate the formal rule making process. Richard Van Den Hul, Vice President for Business and Financial Affairs noted that Darin Rasmussen, Director of Public Safety and Chief of Police and Ted Pratt, Dean of Students, cochaired a committee that included students, to seek campus input on the proposed changes over the summer of 2017. Van Den Hul noted that the rule making process continues and that the board will be presented with the permanent rule changes within the next six months. MOTION 10-01-2017: Trustee Meyer MOVED that the Board of Trustees of Western Washington University, upon the recommendation of the President, approve the emergency rule change to Chapter 516036 WAC, Use of University Facilities – Scheduling as submitted. The motion passed. MOTION 10-02-2017 Trustee Truemper MOVED, that the Board of Trustees of Western Washington University, upon the recommendation of the President, approve the emergency rule change to Chapter 516-24-130, Demonstrations as submitted. The motion passed. MOTION 10-03-2017 Trustee Lee MOVED, that the Board of Trustees of Western Washington University, upon recommendation of the President, approve the emergency rule change to WAC 516-52-020, Firearms and Dangerous Weapons as submitted. The motion passed. 7. . ASSOCIATED STUDENTS Simrun Chhabra, President, Associated Students reported on the work of the Associated Students Board of Directors. Chhabra noted that the Board of Directors have been working with Washington State Student Association which allows for greater connection to state level lobbying needs and knowledge of governmental affairs. Chhabra mentioned that the State Wide Day of Action will be held on October 17, 2017 and will take place on campuses across the state. Chhabra also reported that students currently receiving Supplemental Nutrition Assistance Program (SNAP) benefits will be able to use those benefits to purchase grocery store items on campus. Chhabra explained that the Alternative Transportation Fee Committee is moving forward on a vote to approve a cell phone application that would allow students to see where the Whatcom Transportation Authority shuttles are in real time during late night hours. She also reported that the Ethnic Student Center conference will take place in the Viking Union on October 13 through 15, 2017. She also noted that the Associated Students media and outreach services will be streamlined for publicity requests in order to strengthen the way information is delivered to the student body. 8. RESOLUTION 2017-10 DELEGATING AUTHORITY FOR COMPETITIVE SALE OF VIKING UNION MULTICULTURAL CENTER AND HOUSING RENOVATION BONDS Brian Sullivan, Associate Vice President for Business and Financial Affairs highlighted the request of the resolution which includes the authorization for the sale of new money bonds to fund the additions and certain improvements to the Viking Union and the construction of the Multicultural Center. The resolution will also fund housing system renovations, including upgrades to Ridgeway Gamma Hall, Birnam Wood Apartments, Buchanan Towers, Mathes Hall, Higginson Hall and Fairhaven Complex as presented to the Board of Trustees at the August meeting. The Resolution includes delegation of authority to the President or Vice President for Business and Financial Affairs to determine the method, timing and details of the bond sale. The authority to issue new money bonds under the Bond Resolution expires June 1, 2018. Sullivan also noted that the resolution additionally includes authorization for the sale of refunding bonds to refinance the university’s outstanding 2009B bonds, which are subject to redemption beginning April 1, 2019. Sullivan detailed key steps in the timeline: • • • • • • November/December 2017: Preliminary statement issued in preparation for bond sale December Board of Trustees meeting: Capital project update submitted January 2018; Presentation for the bond rating agency Mid-January 2018: Buchanan Tower construction bids submitted January 2018: Multicultural Center will be in negotiation to set the guaranteed maximum price Mid-February 2018: Target for the bond sale. MOTION 10-04-2017 Trustee Overstreet MOVED that the Board of Trustees of Western Washington University, upon the recommendation of the President, adopt Resolution No. 2017-10 authorizing the issuance of Housing and Dining Revenue and Refunding Bonds, which may be issued in one or more series, including delegation of authority as outlined in the Bond Resolution. The motion passed. Chair Sharpe announced a 10 minute break at 9:45 am. The Board reconvened the meeting at 9:59 am. 9. BOARD CHAIR REPORT Chair Sharpe provided an overview of the September Board Work Session that was held in Seattle. She noted that the topics of discussion included a joint conversation with the President’s leadership team about the strategic plan, a board self-assessment, and reevaluation of the board sub-committees. She said that the board discussed the creation of an Academic and Student Affairs Committee. Sharpe also detailed changes of trustee assignment within the sub-committees that include having the student trustee participate in the proposed Academic and Student Affairs Committee. Chair Sharpe noted that the board also participated in an assessment of the president. She thanked President Randhawa for his help is designing the mini assessment that allowed for broader feedback from the campus community and the off campus community. Trustee Franklin provided the highlights of the president’s performance review. He noted that the feedback was very consistent from those that participated in the assessment. Franklin said that President Randhawa is seen as an advocate of student success, is genuinely empathetic and brings a multi-cultural perspective to conversations. Franklin added that President Randhawa is seen as being engaged outside of Western and is building good rapport in Olympia which advances the reputation of Western and its leadership. He also acknowledged his work managing the strategic planning process and the business plan that will follow. Trustee Franklin reported the five goals that President Randhawa has set for the 2017-2018 academic year: • Complete the strategic plan • Increase retention and graduation rates, and eliminate achievement gaps for all sub-groups of students • Increase faculty and student diversity • Develop a business plan to accompany the strategic plan • Work with the board of trustees and his administration to advance best practices for leadership governance. Trustee Franklin concluded that the Board of Trustees is recommending that President Randhawa receive a 2.3% salary increase based on the performance review. Franklin explained that the recent legislative session appropriated funds for this purpose and the amount of that proposed increase maintains parody with Western’s executive staff who recently received an increase in the same amount. MOTION 10-05-2017 The motion passed. Trustee Lee MOVED that the Board of Trustees of Western Washington University, upon the recommendation of the Board Chair, approves a 2.3% increase in the President’s salary, including sums consistent with legislative appropriations since July 1, 2017, and authorizes Trustee Chase Franklin to negotiate the terms of a contract addendum and the Chair to execute the contract addendum on behalf of the Board of Trustees. 10. NEW PEER INSTITUTION LIST Provost Carbajal introduced Brian Burton, Vice Provost for Academic Affairs and Paqui Paredes Mendez, Professor of Modern and Classic Languages, who co-chair the Strategic Planning Committee. Carbajal explained that President Randhawa charged the committee with establishing a new peer institution list that would help drive establishing stretch goals for the institution. Burton and Paredes Mendez described the process of selecting the current list of peer institutions. The process included defining aspirational peers, consolidating the list based on criteria that was established by the strategic planning committee as outlined in the submitted materials. Burton explained that the list started at over a thousand schools and was narrowed down to a group of seventeen. He noted that the chosen criteria were in areas in which Western wants to improve and includes graduation rates, freshman retention, value of endowment assets, scholarships/grants per student, graduation rates for minority students, student to faculty ratio, student to staff ratio and percentage of international students. Burton said the final step in the process was identifying aspirational peers which included schools that were performing better that Western on at least seven of the fifteen criteria included in the submitted materials, and were performing better in multiple ways including resources, inclusivity, student success and international students. Trustee Overstreet inquired as to what the next steps would be in this process. Burton explained that the list would be incorporated into the strategic plan and that the full plan would be presented to the board in December. Chair Sharpe thanked the panel for their presentation and noted that it was helpful for understanding the next steps in the strategic planning process. 11. INTERNATIONAL STUDENTS INITIATIVE Provost Carbajal provided an overview for the board on an initiative designed to help Western not only to increase its international student enrollment, but also to broadly benefit the student experience that Western fosters. He said that the benefits of this public-private partnership are far reaching and impactful. Carbajal noted that there has been good progress on this initiative in some areas but not in other areas such as percentage of international student enrollment and the percentage of Western students that study abroad. He expressed the need to continue to expand diversity, culture and a global perspective. Carbajal said that it is important that Western graduates leave university able to participate as a global citizen. Carbajal explained that Western has entered into a partnership with a company called Study Group, a global leader in international student recruitment and on campus pathways student success programming. He said that through its global recruiting network, Study Group will help Western reach well qualified perspective students in more than one hundred and fifty countries worldwide. On campus, Study Group will help Western serve the needs of this group of international students by providing a program of student support services built around and integrated with Western’s existing Intensive English Program (IEP.) Carbajal said that this enhanced program will be known as the Western Global Pathway. Students in the program will be Western students and the program itself will be under the university’s oversight and control. The Study Group partner will integrate their own programming and student services into Western’s existing structures. Carbajal said that pathway students are regularly admissible students admitted to the university on a conditional basis because their English fluency might be insufficient. Pathway students spend their first year, the Pathway year, in a special program to gain the required proficiency for full admission, participate in classes designed to help them understand the expectations of United States higher education, assimilate into life and culture, and complete some first year course work. Upon completing the first year program successfully, students are fully admitted to the university and transition into the general student population. Carbajal noted that similar pathway partnerships at other major universities have proven to enhance campus diversity, improve international student retention and graduation, and contribute to the universities international presence. He said that Study Group is one of the oldest and largest organizations in this highly specialized field and that the joint venture with Western will be an entirely selfsupporting initiative. Western will not be required to make any upfront investments, and Study Group will provide the start up financing. Once operational, the partnership is expected to generate a significant annual surplus that the university will be able to use to invest in needs associated with student success. President Randhawa added that the intention is to start small to ensure Western has the support structure that is needed. He estimated that the first year would begin with approximately seventy-five students, adding that the targeted success rate for students in the first year is ninety percent. Randhawa also noted that the program provides Western the opportunity to invest in increased student success by adding additional resources. Randhawa also said that Study Group would not enter into a partnership with another institution in the state of Washington, so Western would not be competing with other institutions. 12. AUDIT COMMITTEE REPORT Trustee Overstreet welcomed Trustee Meyer to the Audit Committee and reported that Trustee Lee will transition from the Audit Committee to the Governance Committee. Overstreet reported that the Audit Committee discussed expanding its responsibilities to include Enterprise Risk Management and Finance and said that those responsibilities would be outlined in the updated charter and work plan which will be presented to the Board of Trustees in December. Trustee Overstreet said that the Audit Committee met with representatives from the State Auditor’s Office for their Entrance Conference and that the office will be preparing the FY2017 financial statement audit. Overstreet said the estimated cost for the FY2017 is $51,000.00 which reflects a reduction based on efficiencies found in the FY2016 audit. Overstreet thanked Business and Financial Affairs for their work that contributed to the reduction in estimated cost. He also noted that the committee was provided an update on the work of the Enterprise Risk Management committee and expect to have feedback from the committee at the December Audit Committee meeting with the intent to have a presentation ready for the Board of Trustees at the February meeting. Overstreet said that the Audit Committee was provided an update from the Director of Office of the Internal Auditor, Antonia Allen, which is moving forward with the new Audit Plan and received information regarding a Quality Assurance and Improvement Plan. 13. BOARD GOVERNANCE COMMITTEE REPORT Trustee Franklin reported that the committee reviewed an early draft of the Academic and Student Affairs Committee Charter. Once completed the committee will meet with Kerena Higgins, Assistant Attorney General to update the Rules of Operation which describe the committees of the Board of Trustees. Franklin noted that the updated charter and Rules of Operation would come before the board at the December meeting. 14. INFORMATION ITEMS a) Academic Affairs Report Provost Carbajal provided a written report with to provide a general enrollment management update b. Admissions and Enrollment Report Vice President Huskey provided a written report regarding the university’s general enrollment and admissions c. Capital Program Report Vice President Van Den Hul provided a written report on the University’s capital projects. d. University Advancement Report Vice President Bowers provided a written report on the University’s Alumni Relations and Western Foundation activities e. University Relations and Marketing Report Vice President Gibbs provided a written report documenting recent activities of University Relations and Marketing. 15. DATE FOR NEXT REGULAR MEETING December 14 and 15, 2017. 16. ADJOURNMENT WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: Sabah Randhawa, President DATE: Friday, December 15, 2017 SUBJECT: Public Comment Period PURPOSE: Information Item Purpose of Submittal: RCW 28B.35.110 requires that the governing boards of regional universities provide for public comment at meetings and follow procedures for open public meetings in the Open Public Meetings Act. Persons wishing to comment will sign in between 7:45 – 7:55 a.m. the day of the Board of Trustees meeting. The signup sheet will be given to the Board Chair at 8:00 a.m. WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: Sue Sharpe, Chair, Board of Trustees DATE: Friday, December 15, 2017 SUBJECT: Board Chair Report PURPOSE: Information Item Purpose of Submittal: Board Chair Sue Sharpe will report to members of the Board and President Randhawa and his staff on topics related to the Board of Trustees. WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: Sabah Randhawa, President DATE: Friday, December 15, 2017 SUBJECT: President’s Report PURPOSE: Information Item Purpose of Submittal: President Randhawa will present brief reflections on issues of interest to the Board. WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: President Sabah Randhawa on behalf of the Faculty Senate DATE: Friday, December 15, 2017 SUBJECT: Faculty Senate PURPOSE: Information Item Allison Giffen, Faculty Senate President, will brief the Board on recent activities of the Faculty Senate. WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: President Sabah Randhawa on behalf of the Associated Students DATE: Friday, December 15, 2017 SUBJECT: Associated Students PURPOSE: Associated Students Report Purpose of Submittal: AS President Simrun Chhabra will brief the Board of Trustees on recent activities of the Associated Students. WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: Chase Franklin, Chair, Board Governance Committee DATE: Friday, December 15, 2017 SUBJECT: Board Governance Committee Report PURPOSE: Information Item Purpose of Submittal: Chair Franklin will report to members of the Board of Trustees and the university president and his staff topics related to the Board Governance Committee. WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: Earl Overstreet, Chair, Board Audit Committee DATE: Friday, December 15, 2017 SUBJECT: Board Audit Committee Report PURPOSE: Information Item Purpose of Submittal: Chair Overstreet will report to members of the Board of Trustees and the university president and his staff topics related to the Board Audit Committee. WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: Sue Sharpe, Chair, Board of Trustees Earl Overstreet, Chair, Audit Committee Chase Franklin, Chair, Governance Committee DATE: December 15, 2017 SUBJECT: Approval of Board Governance Revisions PURPOSE: Action Item Purpose of Submittal: The Board of Trustees Audit Committee, as part of its oversight responsibilities, undertook a comprehensive review of the Board Audit Committee Charter. For review and guidance, the Audit Committee consulted with President Randhawa, Richard Van Den Hul, Vice President for Business and Financial Affairs, and Antonia Allen, Director, Office of the Internal Auditor. The Board of Trustees Governance Committee, as part of its oversight responsibilities, undertook a comprehensive review of the Board’s Rules of Operation. For review and guidance, the Governance Committee consulted with President Randhawa and Kerena Higgins, Assistant Attorney General. Proposed Motion: MOVED, that the Board of Trustees of Western Washington University, upon recommendation of the Board of Trustees Audit Committee, approve revisions to the Audit Committee Charter, henceforth known as the Finance, Audit, and Enterprise Risk Management Committee Charter. Further, that the Board of Trustees Rules of Operation, Appendix B, be updated to reflect the revised Finance, Audit, and Enterprise Risk Management Committee Charter. Proposed Motion: MOVED, that the Board of Trustees of Western Washington University, upon recommendation of the Board of Trustees Governance Committee, approve the revised Rules of Operation. Supporting Material:     Finance, Audit, and Enterprise Risk Management Committee Charter in strike-through format Finance, Audit and Enterprise Risk Management Committee Charter with edits incorporated Rules of Operation in strike-through format Rules of Operation with edits incorporated Western Washington University Audit Finance, Audit, and Enterprise Risk Management Committee Charter Role The Finance, Audit, and Enterprise Risk Management (ERM) Committee of the Board of Trustees assists the Board of Trustees in fulfilling its responsibility for oversight of the following: • The integrity of the University’s financial operations, physical plant, and financial health; • The quality and integrity of the accounting, auditing, and reporting practices of the University, and such other duties as directed by the Board; with particular focus on effective internal controls, advising the University on business and financial risk as identified in any audit process,and compliance with significant applicable legal, ethical, and regulatory requirements; • The identification, assessment, monitoring and response to enterprise risks, in fulfillment of the University’s mission and strategic plan. and such other duties as directed by the Board. The Committee’s role includes a particular focus on the University’s processes to assure effective internal controls, to advise the University on business and financial risk as such is identified in any audit process, and to comply with significant applicable legal, ethical, and regulatory requirements. General Responsibilities The Committee serves in an advisory capacity to assure the demonstrable integrity, accountability, completeness, and effectiveness of University policies and their implementation, guided by analytical consideration of the magnitude of potential institutional risks and vulnerabilities. The Committee will oversee provide strategic oversight of matters related to: • Financial performance of the institution; • Plans for issuance of debt for long-term financing of capital projects; • matters related to the fFinancial statements of the Uuniversity and other official financial information provided to the public; • The system of internal controls, including compliance with applicable policies, procedures, and risk management; • Integration of enterprise risk identification, assessment, response, and monitoring into existing decision-making strategic planning and budgeting processes; • The annual independent audit process, including recommending to the Board the appointment, compensation, retention, and oversight of the independent auditors engaged to audit the financial statements of the University; • The effectiveness of the internal audit program; and, • Interactions with the state auditor, as appropriate; and, • Undertake an annual evaluation of the Committee’s performance. b) the system of internal controls, including compliance with applicable policies and procedures and risk management; c) the annual independent audit process, including 1|Page recommending to the Board of Trustees the appointment, compensation, retention and oversight of the independent auditors engaged to audit the financial statements of the University; d) the effectiveness of the internal audit program; and e) the interactions with the state auditor, as appropriate. The Committee will review and make recommendations further recommends to the full Board broad policy for ensuring to ensure sound financial and risk management, accurate financial reporting, sound risk management, and institutional compliance with applicable legal, ethical and regulatory requirements. ethical behavior. The Committee’s duties do not replace or duplicate established responsibilities and delegations for Uuniversity leadership and management. Further, the Audit Committee does not act on behalf of the Western Washington University Board of Trustees, conduct hearings, or take testimony or public comment. Membership The membership of the Committee consists of three trustees selected by the Board. The Committee’s liaison to the Board is the Chair of the Finance, Audit and ERM Committee. The Vice President for Business and Financial Affairs will generally serve as staff and primary liaison to the Committee except for the internal audit function for which the Director of Internal Audit shall be the staff and liaison to the Committee. The Audit Committee shall include or have access to a financial expert as appropriate. Operations The Committee meets at least four times a year. Additional meetings may occur as the Committee, or its chair deems advisable. As appropriate, the Committee will invite members of the administration, faculty, staff or others to attend meetings and provide pertinent information. The Committee will cause to be kept adequate minutes of all its proceedings, and will report on its actions and activities at the next meeting of the Board. Communications With respect to the Committee’s auditing functions, the The internal auditor, independent auditors and state auditor report directly to the Committee. The Committee maintains free and open communication with the internal auditors, the independent auditors, the state auditor, and management, including periodic private sessions with each of these parties. 2|Page Relationship between Finance, Audit and ERM Committee, University Leadership, Internal Auditor, Independent Auditors, and State Auditor The Committee relies on the expertise and knowledge of the Uuniversity’s leadership team, the internal auditor, the independent auditors and the state auditor in carrying out its oversight responsibilities. The President of the University is responsible to the Board and with the counsel of the Audit Committee, for ensuring that internal controls are reasonable, and for determining that the University’s financial statements are complete, accurate and in accordance with generally accepted accounting principles. The independent auditors are responsible for auditing the University’s financial statements. The state auditor’s responsibilities are established by law and carried out pursuant to the policies and procedures dictated by the Washington State Auditor’s Office. The internal auditor is responsible for providing an independent appraisal function which evaluates the Uuniversity’s activities to assist the Board of Trustees, President and University leadership team in the discharge of their oversight, management, and operating responsibilities. Audit Committee Responsibilities Responsibilities to be Evaluated in the Annual Committee Performance Assessment In performing its audit oversight responsibilities, the Audit Committee shall: General: 1. Review the coordination of audit efforts to ensure completeness of coverage, reduction of redundant efforts, the effective use of audit resources, and the use of independent auditors other than the state auditor. 2. Meet with the President in private session to discuss any matters the Committee or the President believes should be discussed privately with the Audit Committee. 3. Review policies and procedures with respect to transactions between the University and trustees, or affiliates of trustees. 4. Review with management and the independent auditor the effect of any regulatory and accounting initiatives, as well as off-balance-sheet structures, if any. 5. Undertake an annual evaluation of the Committee’s performance. Internal Controls, Risk Assessment and Financial Reporting: 1. Inquire of the Uuniversity leadership team, the internal auditor, the independent auditors and the state auditor about significant risks or exposures, review the University’s policies and processes for risk assessment and risk management, and assess the steps management has taken to control such risk to the University. 2. Consider and review the Uuniversity’s internal controls with management and appropriate auditors related to: a. The University’s assessment of the effectiveness of its internal controls and any auditor’s attestation and report on about the University’s assessment. 3|Page b. The adequacy of the University’s internal controls including computerized information system controls and security. c. Any related significant internal control findings and recommendations of the independent auditors or state auditor together with management responses. 3. Periodically, review with the President and the appropriate auditors the University’s critical accounting policies. 4. Review and oversee procedures for: (a) receipt, retention and treatment of complaints received by the University regarding accounting, internal accounting controls, and auditing matters; and (b) the confidential, anonymous submission of employee concerns regarding accounting or auditing matters. Internal Audit Program: 1. Annually review the Internal Audit Charter and make recommendations to the Board of Trustees. Review the responsibilities, functions and performance of the University’s internal audit program and consult with management with respect thereto. 2. Participate in the annual audit planning risk assessment process. Review and make recommendation to the Board of Trustees for approval of the risk-based annual audit plan. 3. At least four times a year on such dates as specified by the Committee Chair, receive updates from the Office of the Internal Auditor on the status of the annual audit plan and other matters. Receive and review all reports issued by the Office of the Internal Auditor and ensure that management responds appropriately to issues raised. 4. Ensure that the internal audit function has an external quality assurance review every five years at a minimum or a lesser period of time at the discretion of the Committee. Review the results of the independent external quality assurance review and periodic internal assessments, and monitor the implementation of the action plans to address recommendations raised. Review and concur with the President’s appointment, evaluation, replacement, reassignment, or dismissal of the Director of the Office of the Internal Auditor. 5. Review and concur with the President on the appropriate organizational structure, staffing and budget for the Office of the Internal Auditor to ensure functional independence and to enable it to effectively carry out the internal audit program’s responsibilities. 6. Receive and review all audit, consultation and investigation reports issued by the Office of the Internal Auditor and ensure that management responds appropriately to issues raised. 7. Review and make recommendation to the Board of Trustees regarding the Internal Audit schedule. Receive periodic updates from the Office of the Internal Auditor on the status of the audit schedule. 1. Annually review the Internal Audit Charter, policies and procedures and recommend changes to the Board of Trustees, as needed. 4|Page 2. Inquire of the Internal Audit Director regarding any difficulties encountered in the course of audits, consultations and special investigations, including any restrictions on the scope of work or on access to required information. 6. Review and make recommendations as appropriate related to the President’s appointment, evaluation, replacement, reassignment, remuneration or dismissal of the Director of the Office of the Internal Auditor. 7. Meet with the Director of the Office of the Internal Aauditor in private session to discuss any matters the Committee or the internal auditor believes should be discussed privately. with the Audit Committee, and report the results of such meetings to management. External Audit Activities: 1. Recommend to the Board of Trustees the appointment or replacement of the independent auditors and approve the terms on which the independent auditors are engaged for the ensuing fiscal year. The Committee shall solicit the input of management in the selection process. 2. Evaluate the independent auditors’ qualifications, performance, and independence, including that of the lead partner. 3. Pre-approve any non-audit services provided by the independent auditors, including tax services. 4. Ensure the periodic rotation of lead or concurring partner for the independent auditor and establish appropriate interval for rotation. 5. Resolve any disagreements between management and the independent and/or state auditors. 6. Ensure receipt from the independent auditors of a formal written statement delineating all relationships between the auditors and the University or any other matter that may impact the objectivity and independence of the auditors. 7. Review with the independent auditor, state auditor and Uuniversity President the scope and plan for the various audits. 8. Upon completion of each audit performed by the independent and state auditors, conduct a detailed review of the audit report with management and the appropriate auditor and discuss any significant findings, recommendations, and management’s responses. 9. Review with management, the independent auditor and state auditor, all matters required to be communicated with the Committee under generally accepted auditing standards. 10. Inquire of the independent and state auditors any difficulties encountered in the course of audits, including any restrictions on the scope of work or on access to required information. 5|Page 11. Meet with the independent auditors and state auditor in private sessions to discuss any matters the Committee or the auditors believe should be discussed privately with the Audit Committee, and report the results of such meetings to management. In order to assure independence, private sessions shall be held at least once a year. 12. Receive and review all outside audit, investigation and regulatory findings and reports of the Uuniversity including, but not limited to, those from the State Auditor’s Office Whistleblower Program, Executive Ethics Board, and Internal Revenue Service. Ensure that management responds appropriately to issues raised. Approved by the Board of Trustees April 22, 2005 Revision Approved by Board of Trustees August 3, 2007 Revision Approved by Board of Trustees June 11, 2010 Draft Revision – December 6, 2017 6|Page Finance, Audit, and Enterprise Risk Management Committee Charter Role The Finance, Audit, and Enterprise Risk Management (ERM) Committee of the Board of Trustees assists the Board of Trustees in fulfilling its responsibility for oversight of the following: • The integrity of the University’s financial operations, physical plant, and financial health; • The quality and integrity of the accounting, auditing, and reporting practices of the University, with particular focus on effective internal controls, advising the University on business and financial risk as identified in any audit process, and compliance with significant applicable legal, ethical, and regulatory requirements; • The identification, assessment, monitoring and response to enterprise risks, in fulfillment of the University’s mission and strategic plan. General Responsibilities The Committee serves in an advisory capacity to assure the demonstrable integrity, accountability, completeness, and effectiveness of University policies and their implementation, guided by analytical consideration of the magnitude of potential institutional risks and vulnerabilities. The Committee will provide strategic oversight of matters related to: • Financial performance of the institution; • Plans for issuance of debt for long-term financing of capital projects; • Financial statements of the University and other official financial information provided to the public; • The system of internal controls, including compliance with applicable policies, procedures, and risk management; • Integration of enterprise risk identification, assessment, response, and monitoring into existing decision-making strategic planning and budgeting processes; • The annual independent audit process, including recommending to the Board the appointment, compensation, retention, and oversight of the independent auditors engaged to audit the financial statements of the University; • The effectiveness of the internal audit program; • Interactions with the state auditor, as appropriate; and, • Undertake an annual evaluation of the Committee’s performance. The Committee will review and make recommendations to the Board to ensure sound financial and risk management, accurate financial reporting, and institutional compliance with applicable legal, ethical and regulatory requirements. The Committee’s duties do not replace or duplicate established responsibilities and delegations for University leadership and management. Further, the Committee does not act on behalf of the Western Washington University Board of Trustees, conduct hearings, or take testimony or public comment. 1|Page Membership The membership of the Committee consists of three trustees selected by the Board. The Committee’s liaison to the Board is the Chair of the Finance, Audit and ERM Committee. The Vice President for Business and Financial Affairs will generally serve as staff and primary liaison to the Committee except for the internal audit function for which the Director of Internal Audit shall be the staff and liaison to the Committee. The Committee shall include or have access to a financial expert as appropriate. Operations The Committee meets at least four times a year. Additional meetings may occur as the Committee, or its chair deems advisable. As appropriate, the Committee will invite members of the administration, faculty, staff or others to attend meetings and provide pertinent information. The Committee will cause to be kept adequate minutes of all its proceedings and will report on its actions and activities at the next meeting of the Board. Communications With respect to the Committee’s auditing functions, the internal auditor, independent auditors and state auditor report directly to the Committee. The Committee maintains free and open communication with the internal auditors, the independent auditors, the state auditor, and management, including periodic private sessions with each of these parties. 2|Page Relationship between Finance, Audit and ERM Committee, University Leadership, Internal Auditor, Independent Auditors, and State Auditor The Committee relies on the expertise and knowledge of the University’s leadership team, the internal auditor, the independent auditors and the state auditor in carrying out its oversight responsibilities. The President of the University is responsible to the Board and with the counsel of the Committee for ensuring that internal controls are reasonable, and for determining that the University’s financial statements are complete, accurate and in accordance with generally accepted accounting principles. The independent auditors are responsible for auditing the University’s financial statements. The state auditor’s responsibilities are established by law and carried out pursuant to the policies and procedures dictated by the Washington State Auditor’s Office. The internal auditor is responsible for providing an independent appraisal function which evaluates the University’s activities to assist the Board of Trustees, President and University leadership team in the discharge of their oversight, management, and operating responsibilities. Responsibilities to be Evaluated in Annual Committee Performance Assessment In performing its audit oversight responsibilities, the Committee shall: General: 1. Review the coordination of audit efforts to ensure completeness of coverage, reduction of redundant efforts, the effective use of audit resources, and the use of independent auditors other than the state auditor. 2. Meet with the President in private session to discuss any matters the Committee or the President believes should be discussed privately. 3. Review policies and procedures with respect to transactions between the University and trustees, or affiliates of trustees. 4. Review with management and the independent auditor the effect of any regulatory and accounting initiatives, as well as off-balance-sheet structures, if any. Internal Controls, Risk Assessment and Financial Reporting: 1. Inquire of the University leadership team, the internal auditor, the independent auditors and the state auditor about significant risks or exposures, review the University’s policies and processes for risk assessment and risk management, and assess the steps management has taken to control such risk to the University. 2. Consider and review the University’s internal controls with management and appropriate auditors related to: a. The University’s assessment of the effectiveness of its internal controls and any auditor’s attestation and report on the University’s assessment. 3|Page b. The adequacy of the University’s internal controls including computerized information system controls and security. c. Any related significant internal control findings and recommendations of the independent auditors or state auditor together with management responses. 3. Periodically, review with the President and the appropriate auditors the University’s critical accounting policies. 4. Review and oversee procedures for (a) receipt, retention and treatment of complaints received by the University regarding accounting, internal accounting controls, and auditing matters; and (b) the confidential, anonymous submission of employee concerns regarding accounting or auditing matters. Internal Audit Program: 1. Annually review the Internal Audit Charter and make recommendations to the Board of Trustees. 2. Participate in the annual audit planning risk assessment process. Review and make recommendation to the Board of Trustees for approval of the risk-based annual audit plan. 3. At least four times a year on such dates as specified by the Committee Chair, receive updates from the Office of the Internal Auditor on the status of the annual audit plan and other matters. Receive and review all reports issued by the Office of the Internal Auditor and ensure that management responds appropriately to issues raised. 4. Ensure that the internal audit function has an external quality assurance review every five years at a minimum or a lesser period of time at the discretion of the Committee. Review the results of the independent external quality assurance review and periodic internal assessments, and monitor the implementation of the action plans to address recommendations raised. 5. Review and concur with the President on the appropriate organizational structure, staffing and budget for the Office of the Internal Auditor to ensure functional independence and to enable it to effectively carry out the internal audit program’s responsibilities. 6. Review and make recommendations as appropriate related to the President’s appointment, evaluation, replacement, reassignment, remuneration or dismissal of the Director of the Office of the Internal Auditor. 7. Meet with the Director of the Office of the Internal Auditor in private session to discuss any matters the Committee or internal audit believes should be discussed privately. External Audit Activities: 1. Recommend to the Board of Trustees the appointment or replacement of the independent auditors and approve the terms on which the independent auditors are engaged for the ensuing fiscal year. The Committee shall solicit the input of management in the selection process. 4|Page 2. Evaluate the independent auditors’ qualifications, performance, and independence, including that of the lead partner. 3. Pre-approve any non-audit services provided by the independent auditors, including tax services. 4. Ensure the periodic rotation of lead or concurring partner for the independent auditor and establish appropriate interval for rotation. 5. Resolve any disagreements between management and the independent and/or state auditors. 6. Ensure receipt from the independent auditors of a formal written statement delineating all relationships between the auditors and the University or any other matter that may impact the objectivity and independence of the auditors. 7. Review with the independent auditor, state auditor and University President the scope and plan for the various audits. 8. Upon completion of each audit performed by the independent and state auditors, conduct a detailed review of the audit report with management and the appropriate auditor and discuss any significant findings, recommendations, and management’s responses. 9. Review with management, the independent auditor and state auditor, all matters required to be communicated with the Committee under generally accepted auditing standards. 10. Inquire of the independent and state auditors any difficulties encountered in the course of audits, including any restrictions on the scope of work or access to required information. 11. Meet with the independent auditors and state auditor in private sessions to discuss any matters the Committee or the auditors believe should be discussed privately with the Audit Committee, and report the results of such meetings to management. In order to assure independence, private sessions shall be held at least once a year. 12. Receive and review all outside audit, investigation and regulatory findings and reports of the University including, but not limited to, those from the State Auditor’s Office Whistleblower Program, Executive Ethics Board, and Internal Revenue Service. Ensure that management responds appropriately to issues raised. Approved by Board of Trustees April 22, 2005 Revision Approved by Board of Trustees August 3, 2007 Revision Approved by Board of Trustees June 11, 2010 Draft Revision – December 6, 2017 5|Page BOARD OF TRUSTEES RULES OF OPERATION Effective February 13, 2015December 15, 2017 Table of Contents SECTION 1 THE BOARD AND GOVERNANCE 1.1 Board Authority Established by Law 1.2 Governance Development 1.3 Policy Development 1.4 Channel of Authority 1.4.a University Community Responsible to the President 1.4.b Recommendations for the Board Transmitted to the President 1.4.c President to Engage Discussion 1.4.d President’s Recommendation and Background Materials to be Provided to the Board 1.4.e Presidential Oversight of Governance Groups 1.4.f Communication to the Board by Governance Groups 1.5 Attorney General of Washington Provides Legal Counsel 1 1 1 1 1 1 1 1 1 1 2 SECTION 2 AUTHORITY, POWERS, AND DUTIES OF THE BOARD 2.1 Title 28B RCW Establishes Board Authority 2.2 Chair Spokesperson for the Board 2.3 Authority Reserved by the Board 2.3.a To Employ the President 2.3.b To Administer the Board 2.3.c To Adopt Administrative Rules 2.3.d To Approve Budgets 2.3.e To Structure the University 2.3.f To Award Degrees 2.3.g To Establish Certain Fees 2.3.h To Approve Collective Bargaining Agreements 2.3.i To Establish Retirement Programs for Employees 2.3.j To Retain Fiscal Responsibility 2.3.k To Enter into Certain Agreements 2.3.l To Purchase or Lease Real Estate 2.3.m To Select Certain Architects and Engineers 2.3.n To Authorize Certain Public Works Contracts 2.3.o To Establish Self-Supporting Facilities 2.3.p To Authorize Bonded Indebtedness 2.3.q To Approve the Settlement of Claims 2.3.r To Name Buildings and Facilities 2.3.s To Designate an Agent 2.3.t To Exercise Authority Reserved to the Board 2.3.u To Retain All Authority Hereafter Delegated to the Board 2.4 Conflict of Interest Standards 2.4.a Fiduciary Responsibilities 2.4.b Affirmation and Disclosure 2.4.c Situations Which Constitute Conflicts of Interest 2 2 2 2 2 2 3 3 3 3 3 3 3 3 3 3 4 4 4 4 4 4 4 4 4 4 5 5 SECTION 3 APPOINTMENT 3.1 Appointment by the Governor 3.2 Oath to Discharge Duties 3.3 Selection of Student Trustee 3.4 Term and Qualification of Student Trustee 3.5 Student Trustee Shall Excuse Himself or Herself 6 6 6 6 6 SECTION 4 RESIGNATION AND REMOVAL 4.1 Resignation 4.2 Removal Only for Misconduct 6 7 SECTION 5 OFFICERS AND COMMITTEES 5.1 Officers and Terms 5.2 Board Chair 5.3 Board Secretary 5.4 Committees May be Established 5.5 Notification of Trustee Violation 5.6 Meetings of Board Committees 5.6.a Audit Finance, Audit, and Enterprise Risk Management Committee 7 5.6.b Board Governance Committee 8 SECTION 6 UNIVERSITY SEAL 6.1 Seal Design Approval 6.2 University Seal is the Official Legal Seal of the University 8 8 SECTION 7 MEETINGS OF THE BOARD 7.1 Regular Meetings 7.2 Annual Schedule of Regular Meetings 7.3 Special Meetings 7.4 Quorum 7.5 Public Meetings 7.6 Notice of Agenda 7.7 Executive Sessions 7.8 President as Representative of the University 7.98 Faculty and Student Representatives 7.109 Presiding Officer of the Board 9 7.110 Order of Business 9 7.121 Appearance Before the Board 9 7.132 Rules of Procedure 10 SECTION 8 AUTHORITY, POWERS, AND DUTIES OF THE PRESIDENT 8.1 President Responsible to the Board 8.2 Primary University Representative 7 7 7 7 7 7 8 8 8 8 8 9 9 9 10 10 8.3 8.4 8.5 8.6 8.7 8.8 8.9 8.10 8.11 8.12 8.13 8.14 8.15 8.16 8.17 8.18 8.19 Principal Administrative Officer Delegation of Appointing Authority Administrative Performance Review Delegation as to President’s Relatives Appeal of Denial of Tenure President Administers Board Policy Banking, Credit, and Investment Authority and Further Delegation Security Management Authority and Further Delegation Board Delegation of Authority and Further Delegation Organizational Structure President at Board Meetings Board and President Relationship Prompt Report Required Regarding Non-Compliance Emergency Contract Authority Acting President in the Event of a Vacancy Responsibility for Search Process Presidential Service 10 10 10 10 10 10 11 11 11 11 11 11 11 11 11 12 12 SECTION 9 PRESIDENTIAL EVALUATIONS 9.1 Annual Objectives 9.2 Evaluations 9.3 Criteria and Process for Evaluation 9.4 Transition Review 9.5 Additional Leave May be Requested 12 12 12 12 12 SECTION 10 POLICIES 10.1 President Authorized to Adopt Interim Policies 10.2 Policy and Rule Development 10.3 Materials to be Maintained 13 13 13 SECTION 11 INDUCTION AND ORIENTATION OF TRUSTEES 14 SECTION 12 PER DIEM 14 SECTION 13 AMENDMENTS TO BOARD RULES OF OPERATION 14 SECTION 14 EFFECTIVE DATE 14 Appendix A – Washington State Laws and Western Washington University Rules 16 Appendix B – Finance, Audit, and Enterprise Risk Management Committee Charter 21 SECTION 1 THE BOARD AND GOVERNANCE 1.1 Board Authority Established by Law. The authority to govern Western Washington University is vested by law in the Board of Trustees of the University, referred to from this point forward as the “Board.” (See Appendix A for statutory references.) 1.2 Governance Development. The Board believes that the educational interests of the University are furthered by encouraging an environment of collegiality. Therefore, it has established a system of shared governance in which the various elements of the institution are encouraged to participate. Without limiting its duties or authority, the Board directs its attention to matters of general policy relating to the institution’s mission, educational program, operation, and Strategic Plan. 1.3 Policy Development. The Board delegates responsibility for the development and administration of policies and management of the institution to the President, or his or her designees, including the appropriate unit or units of internal governance. 1.4 Channel of Authority. The channel of authority from the Board to the faculty, administrative officers, staff, and students shall be through the President. (a) University Community Responsible to the President. All faculty, administrative officers, staff, and students must, through appropriate channels, be responsible to the President, and through the President, to the Board, unless otherwise specifically directed by the Board. (b) Recommendations for the Board Transmitted to the President. When faculty, administrative officers, staff, and students bring forward recommended changes to policies, programs, and other matters that require Board consideration, such recommendations should be transmitted to the President and by the President to the Board with his or her recommendation. (c) President to Engage Discussion. If the President does not support the recommendations as forwarded, the President will first send it back to the recommending group with a statement of concerns and engage in discussions with the group regarding the proposal before forwarding it to the Board for consideration. (d) President’s Recommendation and Background Materials to be Provided to the Board. Background information, perspectives of constituents, and the recommendation of the President will be provided to the Board. (e) Presidential Oversight of Governance Groups. The Board has the responsibility for oversight of the President, but delegates authority to the President for oversight of faculty, staff, students, or others engaged in communications or by contract with the University. (f) Communication to the Board by Governance Groups. The presidents of the Faculty Senate and Associated Students may, in exceptional circumstances, 1 communicate directly to the Board collectively through written communication. Copies of such communication will be provided to the President. The presidents of those groups shall serve as the representatives of their respective elected bodies at all Board meetings where they are welcome to address the Board directly. 1.5 Attorney General of Washington Provides Legal Counsel. The legal advisor to the Board is the Attorney General of Washington. The assistant attorneys general assigned by the Attorney General to represent the University shall provide counsel to the University to and through the Board. The assistant attorneys general provides legal counsel to the various divisions of the University through the President. SECTION 2 AUTHORITY, POWERS, AND DUTIES OF THE BOARD 2.1 Title 28B RCW Establishes Board Authority. The Board derives its authority from the laws of the state of Washington. The Board operates under the provisions of Title 28B and other portions of the Revised Code of Washington (RCW). The powers and duties of the Board include those specifically set forth in Title 28B and all other powers and duties which are necessary or appropriate to carry out the Board’s responsibilities and obligations. (See Appendix A.) 2.2 Chair Spokesperson for the Board. The Chair or his or her designee is the spokesperson for the Board. Individual Board members are encouraged to consult regularly with both the President and the Board Chair on matters of interest. Unless otherwise authorized by the Board, individual Trustees exercise no authority over the institution nor may they make or enter into contracts on behalf of the Board or University. 2.3 Authority Reserved by the Board. The Board reserves unto itself the following authority (unless specifically delegated in particular instances by definite resolution or motion duly passed by the Board), which it exercises subject to the conditions and limitations of law: (a) To Employ the President. To employ the President under such terms and conditions as may be negotiated from time to time through a written contract, including, but not limited to, compensation, housing requirements, benefits, and tenure to an academic unit. The Board may also negotiate employment for the spouse/partner of the President upon determining that he/she has appropriate qualifications. The contract(s) shall be authorized in compliance with the Open Public Meetings Law, Chapter 42.30 RCW. (See Appendix A.) (b) To Administer the Board. To organize, administer, and operate the Board. (c) To Adopt Administrative Rules. To adopt, amend, or repeal rules pursuant to the Administrative Procedure Act (Chapter 34.05 RCW) and any other laws providing rule-making authority – except for Chapter 516-12 WAC, Parking and traffic regulations; Chapter 516-13 WAC, Bicycle, mopeds, and other powered devices; Chapter 516-14 WAC, Appeals from parking violations; and Chapter 516- 2 Commented [HK(1]: Repealed 15 WAC, Skateboards, foot scooters, skates, and other similar devices. (See Appendix A.) (d) To Approve Budgets. To approve the operating budget, the services and activities fees budget, and the capital budget for the University. (e) To Structure the University. To establish or abolish colleges, divisions, schools, departments, and degree programs. (f) To Award Degrees. To authorize the awarding of degrees for appropriate programs of study, and to authorize the awarding of honorary degrees. 1 (g) To Establish Certain Fees. To establish academic year tuition fees (tuition operating fee and capital building fee), summer session fees, continuing education degree program fees, student services and activities fees, housing and dining fees, and all fees that students enrolled for six (6) or more credit hours are required to pay. The Board delegates its authority to the President to approve all other fees. (h) To Approve Collective Bargaining Agreements. To facilitate, approve, and enter into collective bargaining agreements with faculty. (i) To Establish Retirement Programs for Employees. To establish retirement programs for employees as authorized by law. (j) To Retain Fiscal Responsibility. To retain responsibility for the expenditure of state funds by the University and its agents and employees. (k) To Enter into Certain Agreements. To enter into agreements with public agencies pursuant to the Interlocal Cooperation Act (Chapter 39.34 RCW) or other appropriate laws in instances where the Agreement allows for the creation of a separate corporate or legal entity or involves the commitment of University funds in excess of $50,000, regardless of duration. ___________ during a ______ year period.The Board shall be provided copies of all Interlocal Agreements entered by the University that do not meet the $50,000 threshold. (See Appendix A.) (l) To Purchase, Acquire, or Lease Real Estate. To authorize the purchase, acquisition, or long-term lease (for more than two years) of real property not located within the boundaries of the campus as described by the Institutional Master Plan for Western Washington University, subject to other approvals that may be required. To authorize extensions of long-term leases of real property. The Board may authorize the purchase of properties not identified in the Institutional Master Plan if it adopts by resolution the rationale for such purchase. (m) To Select Certain Architects and Engineers. To authorize the selection of professional, architectural, engineering, and related services for the design of public works in instances where the fee for such services will exceed $300,000.00, 1 RCW 28B.35.205 states, in part: The Board of Trustees, upon recommendation of the faculty, may also confer honorary bachelor's, master's, or doctorate level degrees upon persons in recognition of their learning or devotion to education, literature, art, or science. No degree may be conferred in consideration of the payment of money or the donation of any kind of property. 3 or where competitive proposals were not solicited and considered, unless other procedures approved by the Board were followed. Formatted: Indent: Left: 0.5", Hanging: 0.38", Numbered + Level: 1 + Numbering Style: a, b, c, … + Start at: 1 + Alignment: Left + Aligned at: 0.5" + Indent at: 0.75" (m) 4 2.4 (n) To Authorize Certain Public Works Contracts. To authorize the execution of public works contracts for amounts in excess of $500,000.00, or where competitive proposals were not solicited and considered, unless other procedures approved by the Board were followed. (o) To Establish Self-Supporting Facilities. To establish self-supporting facilities and to exercise all related authority delegated to the Board pursuant to RCW 28B.10.300 through RCW 28B.10.330, as now or hereafter amended. (See Appendix A.) (p) To Authorize Bonded Indebtedness. To authorize and approve bonded indebtedness. (q) To Approve the Settlement of Claims. To approve the settlement of claims against the University for amounts in excess of $50,000.00. (r) To Name Buildings and Facilities. To name buildings and facilities in honor of a person or persons in accordance with established Board policy. (s) To Designate an Agent. To designate such agents as it deems necessary and efficient to solicit and receive gifts for the benefit of the University. (t) To Exercise Authority Reserved to the Board. To exercise all authority expressly reserved to the Board by recorded resolution or motion, or in rules which have been or are hereafter adopted or amended by the Board pursuant to the provisions of the Administrative Procedure Act, Chapter 34.05 RCW. (See Appendix A.) (u) To Retain All Authority Hereafter Delegated to the Board. To retain all authority which may be hereafter delegated to the Board by the Legislature of the state of Washington, unless such authority is expressly delegated to the President or President’s designee in these rules or by duly adopted resolution. Conflict of Interest Standards The following standards apply to each member of the Board of Trustees of Western Washington University and are intended to serve as guidance for everyone serving on the Board. (a) Fiduciary Responsibilities. Members of the Board serve the public trust and have an obligation to fulfill their responsibilities in a manner consistent with this fact. All decisions are to be made solely on the basis of a desire to promote the best interests of the institution and the public good. The University’s integrity must be considered and advanced at all times. Trustees are often involved in the affairs of other institutions, businesses, and organizations. An effective Board may not always consist of individuals entirely free from perceived, potential, or real conflicts of interest. Although most such conflicts are and will be deemed to be inconsequential, it is every Trustee’s responsibility to ensure that the Board is made aware of situations at the University that involve personal, familial, or business relationships. 5 (b) Affirmation and Disclosure. The Board requires each Trustee to annually affirm that the following standards must be adhered to: 1. Board disclosure of personal, familial, or business relationships. Each Trustee will disclose to the Board any personal, familial, or business relationship that reasonably could give rise to a perceived, potential, or real conflict of interest, as any such may arise. i. Public disclosure. Trustees are required by RCW 42.17.240 42.17A.700 to file annual statements with the Public Disclosure Commission relating to business interests and receipt of gifts. ii. Completion of disclosure form. Trustees must annually complete the disclosure form provided by the University. The completed forms are retained in the Office of the President. 2. Disclosure of potential or real conflict of interest. In the event there comes before the Board a matter for consideration or decision that raises a potential or real conflict of interest for any Trustee, the Trustee shall disclose to the Chair of the Board the existence of a potential or real conflict of interest as soon as possible. 3. Recording of disclosure in minutes. The disclosure shall be recorded in the minutes of the meeting where a vote by the Board will occur on the matter. 4. Seeking counsel regarding disclosure. In the event a Trustee is uncertain as to the need to make disclosure in a particular instance, the Trustee should seek counsel from the Chair and/or the President of the University. They, in turn, may elect to consult with legal counsel. A Trustee who is aware of potential or real conflict of interest with respect to any such matter shall not vote or participate in discussion in connection with the matter. That Trustee’s presence may not be counted in determining whether there exists a quorum for purposes of validating the vote on the matter. (c) Situations Which Constitute Conflicts of Interest. While it is difficult to list all circumstances which create conflicts of interest for individual Trustees, the law defines some situations as prohibited actions. These include: 1. Assisting another person, whether or not for compensation, in any transaction with the University. Example: Trustees cannot effect affect the admission of individual applicants for student status. Trustees might well be involved in admission standards through delegation, but do not make decisions on individual applications. 2. Use of University resources for personal benefit. Example: Trustees cannot have office space to conduct their personal business on campus. 3. Use of official authority for personal gain. Example: Trustees cannot vote to extend a contract to a business in which they have a significant financial interest. 6 4. Receipt of gifts, gratuities, and favors. Example: Trustees cannot accept money from businesses with which the University has contracts as an inducement from the business to execute/extend a contract; and if gifts have been received during a reporting period, the Trustee must report them to the Public Disclosure Commission. SECTION 3 APPOINTMENT 3.1 Appointment by the Governor. The Board is composed of seven members appointed by the Governor of the state of Washington with the consent of the Senate for terms of six years, and one additional university student member, who is appointed annually by the Governor for a one-year term (RCW 28B.35.100). 3.2 Oath to Discharge Duties. Each member of the Board is required to take an oath to discharge faithfully, impartially, honestly, and to the best of his or her abilities, the duties of a Trustee (RCW 28B.10.520). (See Appendix A.) 2 3.3 Selection of Student Trustee. The Governor shall select the student member from a list of candidates, of at least three and not more than five, submitted by the governing body of the Associated Students. 3.4 Term and Qualification of Student Trustee. The student member will hold his or her office for a term of one year from the first day of July and until his or her successor is appointed and qualified. The student member shall be a full-time student in good standing at the University at the time of appointment. 3.5 Student Trustee Shall Excuse Himself or Herself. A student trustee shall excuse himself or herself from participation or voting on matters relating to the hiring, discipline, or tenure of faculty members and personnel as required by RCW 28B.35.100 (4), or as it may be amended from time to time. (See Appendix A.) SECTION 4 RESIGNATION AND REMOVAL 4.1 Resignation. A Board member may resign from the Board at any time during his or her term by notification submitted to the Governor. 2 Normally, a Trustee will serve no more than two full six year terms. Normally, a Trustee appointed to fill the remainder of a former Trustee’s term shall be eligible for two full terms if the partial term was not longer than three years. 7 4.2 Removal Only for Misconduct. No member of the Board may be removed during the term of office for which appointed, except for misconduct or malfeasance in office (RCW 28B.10.500). (See Appendix A.) SECTION 5 OFFICERS AND COMMITTEES 5.1 Officers and Terms. The Board shall elect a Chair, Vice Chair, and Secretary for twoyear terms, as the last order of business at the June meeting of the Board every second year. In the event of an interim vacancy in any office, a successor shall be elected to fill the unexpired term. 5.2 Board Chair. The Chair of the Board shall preside at meetings of the Board and the Chair shall have the customary powers and duties associated with such office (subject to the Board’s direction). The Chair shall have full right of discussion and vote. If the Chair is absent or otherwise unable to preside over a meeting of the Board, the Vice Chair shall preside. In the event of the absence of both the Chair and Vice Chair for any meeting of the Board, the Secretary shall then preside. In the absence of all officers, the Board shall designate a Chair for the meeting. 5.3 Board Secretary. The Secretary of the Board, in addition to other duties specifically imposed by the Board, shall be the second signatory (the Chair being the first) for all documents requiring two signatures from the Board. The Board may authorize other members of the Board to sign documents in the absence of either the Chair or the Secretary. The Secretary shall be responsible for reviewing draft minutes of the Board meetings, which are prepared by staff assigned to the Board. 5.4 Committees May be Established. The Board or its Chair may establish such standing or special committees as are deemed appropriate. Committees shall advise the Board and the President of the University on matters referred to such committees for consideration. 5.5 Notification of Trustee Violation. In the event that a Trustee is acting in violation of Section 2.42, the President shall advise the Chair of the activity. The Chair shall direct the Trustee to cease the inappropriate activity. If the Chair is acting in violation, the Vice Chair shall be advised of the activity and shall direct the Chair to cease the inappropriate activity. 5.6 Meetings of Board Committees. Board committee meetings may be held before regular or special meetings, or at such time and such place as a committee chair may direct from time to time. All committee meetings must be held in conformance with the laws of the state of Washington governing such meetings. (a) Finance, Audit, and Enterprise Risk Management Committee. The Finance, Audit, and Enterprise Risk Management (ERM) Committee of the Board of Trustees assists the Board in fulfilling its responsibility for oversight of the integrity of the University’s financial operations, physical plant, and financial health; the quality and integrity of the accounting, auditing, and 8 reporting practices of the University, and such other duties as directed by the Board; with particular focus on effective internal controls, advising the University on business and financial risk as identified in any audit process,and compliance with significant applicable legal, ethical, and regulatory requirements; and t identification, assessment, monitoring and response to enterprise risks, in fulfillment of the University’s mission and strategic plan. Audit Committee. The Audit Committee of the Board assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and reporting practices of the University, and such other duties as directed by the Board. The Audit Committee’s role includes a particular focus on the University’s processes to assure effective internal controls, to advise the University on business and financial risk as such is identified in any audit process, and compliance with significant applicable legal, ethical, and regulatory requirements. (See Appendix B – Board Finance, Audit, and Enterprise Risk Management Committee Charter.) (b) Board Governance Committee (Ad hocSpecial Committee). The Board Governance Committee assists the Board in fulfilling its responsibility for institutional governance at the highest level of excellence. The committee is responsible for identifying and recommending best Board governance practices including the periodic review of the Board’s Rules of Operation and Board policies, as well as facilitating Board transitions, new trustee orientation, mentoring and engagement, ongoing education and Board self-assessments. SECTION 6 UNIVERSITY SEAL 6.1 Seal Design Approval. The design of the seal of Western Washington University shall be approved by the Board. 6.2 University Seal is the Official Legal Seal of the University. The University Seal is the legal seal of the University and is to be used only for diplomas, transcripts, official certificates, and other documents as designated by the President’s Office. As the official legal seal of the institution, its usage must be constrained to official applications. SECTION 7 MEETINGS OF THE BOARD 7.1 Regular Meetings. Regular meetings of the Board shall be held pursuant to schedules and at locations published annually in the Washington State Register. Any regular meeting of the board may be rescheduled by publishing notice of the changed date and/or location in the Washington State Register at least twenty days in advance of the rescheduled meeting date. If twenty days advance notice of a rescheduled meeting is not given, the meeting is conducted as a special meeting under RCW RCW 42.30.080 and Section 7.3. shall be held on the first or second Thursday and Friday of every other month, unless such dates are changed by Board action at a meeting regularly scheduled or called for that purpose. A copy of such action shall be filed in the President’s Office (WAC 516-04-010). (See Appendix A.) 9 7.2 Annual Schedule of Regular Meetings. The schedule of meetings for a two year period shall be determined each even year at the regular April meeting of the Board. prior to the end of each calendar year. 7.3 Special Meetings. The chair of the Board or a majority of its sitting members may call special meetings of the Board (RCW 42.30.080). (See Appendix A.) 7.4 Quorum. Five members of the Board constitute a quorum for the transaction of business by the Board. Provided, however, that action by the Board shall require the affirmative vote of at least four members. Provided, where only a quorum of five is present, and the student trustee has excused himself or herself from participation or voting when the matter relates to the hiring, discipline, or tenure of faculty members and personnel, action shall require the affirmative vote of at least three members. Members of the Board may appear by telephone or other telecommunications or video conferencing technology. Op. Att’y Gen. 4 (2017). 7.5 Public Meetings. All regular and special meetings at which a quorum of the Board is present shall be open to the public, with the exception of those portions of regular or special meetings specifically declared to be “executive sessions” as allowed by law, or to be otherwise exempt from the provisions of Chapter 42.30 RCW. (See Appendix A.) 7.6 Notice of Agenda. The President, with concurrence of the Chair of the Board, prepares a written agenda for each regular and special meeting. Copies of the agenda and supporting materials for a meeting are provided to the President and members of the Board and made available to the public approximately one week in advance of the announced meeting. Except as otherwise provided by law, the Chair, President, or any Board member may add additional items to the agenda for regular meetings without notice to the members of the Board or the public. However, the topics at special meetings are restricted to those for which advance notice has been given. Public notice of a special meeting must be made 24 hours in advance of the meeting. 7.7 Executive Sessions. During any regular or special meeting of the Board, the Board may hold an executive session to discuss matters as permitted by applicable laws of the state of Washington. 7.87 President as Representative of the University. The President of the University speaks for the University at meetings of the Board. 7.98 Faculty and Student Representatives. Because of the unique and integral relationship that the faculty and students bear to the mission of the University, the President of the Associated Students and the President of the Faculty Senate are issued a standing invitation to participate in all of the Board’s public meetings. 7.109 Presiding Officer of the Board. The presiding officer of the Board shall have the right to maintain order, recognize speakers, and to limit the length of time used by a speaker for the discussion of any subject at meetings of the Board; provided, however, that any restriction on debate to be imposed upon members of the Board shall be announced in advance, uniformly applied, and subject to nullification by majority vote. 10 Formatted: Font: (Default) Arial, 11 pt Formatted: Indent: Left: 0", Hanging: 0.5" 7.110 Order of Business. The agenda for regular meetings of the Board should include the following: • • • • • Consent items; Public comment period; Major policy matters and decision options 3; Special reports; and Other items or announcements from Trustees, committees, the University President, Vice Presidents, Faculty Senate President, or Associated Students President. 7.121 Appearance Before the Board. The Chair of the Board may will entertain and grant requests of persons to appear at meetings of and speak to the Board as the Chair may determine. In connection with public comment periods at regular meetings, the Chair of the Board: • may require ask that prospective speakers sign in prior to speaking; • may set time limits for speakers; • may limit the time period for public comment; and • may halt comments on topics about which the Board is advised that it should not receive comment, such as pending quasi-judicial matters. 7.132 Rules of Procedure. Robert’s Rules of Order, latest revised edition, govern the rules of procedure of all meetings of the Board, except where such rules of order are superseded by the Board’s Rules of Operations or applicable statutes or regulations. SECTION 8 AUTHORITY, POWERS, AND DUTIES OF THE PRESIDENT 8.1 President Responsible to the Board. The President of the University is directly responsible to the Board and subject to its direction. 8.2 Primary University Representative. In both internal and external affairs, the President shall be the primary representative and spokesperson for the institution to the public. In the internal operation of the University, the President shall be expected to exercise leadership and direction in the management of the University while maintaining effective working relationships with faculty, students, staff, administrators, new internal governance units, and unions representing faculty and staff. 8.3 Principal Administrative Officer. The President shall be the principal administrative officer of the University and shall have general supervision of all operations and programs of the institution. 8.4 Delegation of Appointing Authority. The Board delegates to the President the authority to appoint, in the name of the Board, all employees of the University, which 3 RCW 28B.15.067(3)(b) requires the Board of Trustees to make public its proposal for tuition and fee increases twenty-one days before the board considers adoption and allows opportunity for public comment. This twenty-one day requirement shall not apply if the legislature has not passed the omnibus appropriations act by May 15th. Ch.228, Laws of 2012. 11 Commented [HK(2]: This is now required by law that there be public comment, so the discretionary element has been removed. The Chair still retains discretion as to how much time is allotted (subject to reasonableness standard) include faculty, professional staff, classified staff, and others. Appointments shall be made in writing with copies retained in the individual personnel files. The President shall periodically provide an informational report to the Board concerning faculty appointments. The President is authorized to further delegate appointing authority to the Vice Presidents or other designees. 8.5 Administrative Performance Review. The President is responsible for conducting periodic performance reviews of administrative staff. 8.6 Delegation as to President’s Relatives. The Board hereby excepts from such delegation of authority in this paragraph the authority to appoint any employee of the University who is related to the President either as sibling, parent, spouse, or offspring. The Board hereby delegates to the Provost the authority to make such hiring decisions, subject to Board review, action, and approval. The Provost will have responsibility pertaining to making letters of offer, evaluations, salary modification, and supervision of any such employee, subject to the review of the Board. 8.7 Appeal of Denial of Tenure. If the President denies tenure, the candidate may appeal the denial to the Board, which may conduct an adjudicative proceeding pursuant to the Administrative Procedure Act (Chapter 34.05 RCW). (See Appendix A.) 8.8 President Administers Board Policy. The President shall carry out all rules, regulations, orders, directives, and policies established by the Board, and shall perform all other duties necessary or appropriate to the administration of the University. 8.9 Banking, Credit, and Investment Authority and Further Delegation. The President of the University shall have the authority to negotiate banking and credit card services, to periodically open and close bank accounts, and to purchase and sell investments in accordance with the Revised Code of Washington, Washington Administrative Code, and University policy. The President may delegate this authority to other administrative officers. 8.10 Security Management Authority and Further Delegation. The President is fully authorized and empowered to sell, assign, transfer, or otherwise dispose of any and all donated types and kinds of securities, including, but not limited to, stocks, bonds, debentures, notes, rights, options, warrants, and certificates of every kind and nature whatsoever; to enter into agreements, contracts, and arrangements with respect to such security transactions, whether with securities-related individuals or agents; and to execute, sign, or endorse on behalf of Western Washington University. The President may delegate the authority to other administrative officers. 8.11 Board Delegation of Authority and Further Delegation. The President of the University shall have the authority to exercise in the name of the Board all of the powers and duties vested in or imposed upon the Board by law, except as otherwise specifically reserved or determined by the Board. This grant of authority is general in nature and is as broad and comprehensive as is allowable by law. Except as limited by the Board, the President may delegate authority to other administrative officers or units of internal governance where necessary or appropriate for the effective administration of the University. 12 8.12 Organizational Structure. The organizational structure of the University will be established by the President except as otherwise specifically determined by the Board. 8.13 President at Board Meetings. The President shall be entitled to be present at all regular or special meetings of the Board. The Board may, with the knowledge of the President, hold executive sessions out of the presence of the President to discuss appropriate matters. The substance of the discussions by the Board in executive session will be transmitted to the President by the presiding officer of the Board. 8.14 Board and President Relationship. The essence of the relationship between the Board and the President shall be one of full mutual confidence, completely open communication, and close consultation. 8.15 Prompt Report Required Regarding Non-Compliance. If the President fails or refuses to implement or enforce a policy, rule, or regulation which has been adopted by the Board, the President shall promptly inform the Board in writing of the reasons for such failure or refusal. 8.16 Emergency Contract Authority. The President shall have the power to enter into emergency contracts and agreements without complying with the provisions of these rules, when essential for the protection of health, safety, or property. Such actions shall be immediately reported to the Board. 8.17 Acting President in the Event of a Vacancy. If a vacancy occurs in the Office of the President, the Provost or principal academic officer shall act as President, unless otherwise determined by the Board. 8.18 Responsibility for Search Process. When it becomes necessary to name a new President, it is the responsibility of the Board to establish criteria, organize and supervise the selection process, and name the appointee. The final selection shall be the sole responsibility of the Board. 8.19 Presidential Service. The President serves at the pleasure of the Board. SECTION 9 PRESIDENTIAL EVALUATIONS 9.1 Annual Objectives. It is anticipated that the President will set out objectives, goals, and priorities for the next year, subject to Board approval. At the conclusion of each year, the President will report to the Board on his or her progress. The Board will seek confidential input from the Vice Presidents, Faculty Senate President, and Associated Students President. 9.2 Evaluations. A Fformal evaluation of the President’s performance shall be as set forth in the President’s contract. is made after four years of employment as President. Thereafter, formal evaluations will be every fourth year; provided, however, that the Board may, at its discretion, defer the formal evaluation for an additional year. The BThe Board may also initiate a formal review if desired sooner. 13 9.3 Criteria and Process for Evaluation. It is the responsibility of the Board to establish the criteria and process for evaluation and to communicate these in advance to the President. The process will include a “360 degree component,” allowing for confidential input to be sought and provided regarding the effectiveness of the President in achieving annual objectives and such other performance measures to be considered. Among other standards and criteria for evaluation, the Board shall consider the following: • • • • • • Leadership, internal and external to the institution; Administrative effectiveness; Effectiveness at developing financial and other support for the institution; Communication; Physical and mental health; and Accomplishments and progress toward annual objectives established by the President and the Board. 9.4 Transition Review. The Board and the President will develop a plan for evaluation of the President’s performance at the end of the President’s first year. 9.5 Additional Leave May be Requested. After the third year of a President’s appointment, the President shall be entitled to request two months of leave time in addition to annual vacation leave. 14 Commented [HK(3]: This is something that the Chair may need to discuss with the President to ensure there are no concerns from his perspective on the removal of this provision. He may wish to have an opportunity to consult with his attorney, but I would suggest leave provisions are best left in the President's contract. SECTION 10 POLICIES 10.1 President Authorized to Adopt Interim Policies. The Board authorizes the President to adopt interim policies or procedures to meet legal or operational requirements as needs arise, keeping the Board informed of such action. 10.2 Policy and Rule Development. All of the rules, regulations, policies and procedures governing the operation and organization of the University should, insofar as feasible, be contained in a file system maintained by the Office of the President of the University and his or her delegates. All such written statements approved by the Board and/or the President should, insofar as feasible, be kept current and up to date with amendments, revisions, and additions. These materials shall be maintained electronically and by such other means to ensure ease of public access. 10.3 Materials to be Maintained. All the following shall be maintained in this manner: • All adopted policies and procedures. • All portions of the Revised Code of Washington and the Washington Administrative Code which apply to WWU (indexed). • University rules adopted pursuant to the provisions of Chapter 34.05 RCW and other chapters providing rule-making authority (indexed). • Constitution and By-laws of the Faculty Senate. • Constitution and By-laws of the Associated Students of Western Washington University. • Constitution and by-laws and/or regulations of all other organizations, as directed by the Board. • The Faculty Handbook. • The Professional Staff Handbook. • The Board Rules of Operation, including the Charter of the Board Finance, Audit, and Enterprise Risk Management Committee. • Collective bargaining agreements pertaining to university faculty and staff. • The index maintained by the University Records Center. • The index recording all Delegations of Authority made by the Board of Trustees. Formatted: Font: (Default) Arial 15 Formatted: Indent: Left: 0.5", Space After: 10 pt, Line spacing: Multiple 1.15 li, No bullets or numbering SECTION 11 INDUCTION AND ORIENTATION OF TRUSTEES The President, in consultation with the Chair of the Board, has the responsibility to meet with new Trustees as they are appointed. Together with members of the administration and staff, the President will provide the new Board member with information and material about the institution, its operation, and the nature of trusteeship. SECTION 12 PER DIEM No Trustee shall receive a salary or compensation as a Trustee. Trustees are authorized to receive per diem and mileage reimbursements as provided by law in Chapter 43.03 RCW. Unless otherwise directed by the Chair, per diem will normally be paid for each day during which a Trustee attends a Board or Committee meeting or is otherwise engaged in the conduct of duties at the request or invitation of the Chair or the President. (See Appendix A.) SECTION 13 AMENDMENTS TO BOARD RULES OF OPERATION These rules may be amended or repealed by a two-thirds majority vote of those members present and constituting a quorum of the Board. These rules may be suspended for a particular meeting or for a particular matter under consideration by a two-thirds majority vote of those members present and constituting a quorum of the Board. SECTION 14 EFFECTIVE DATE These amended rules become effective February 13, 2015. Board of Trustees Rules of Operation Amendment History Board of Trustee Rules of Operation --Effective January 1, 1990 Amd 020(3)(c) October 7, 1991 Amd 070(3) July 8, 1993 Amd 020(4) October 7, 1994 Amd 070(3) December 2, 1994 Amd 010(2)(3)(4) October 11, 1996 Amd 020(1)(2) October 11, 1996 Amd 020(3)a)--u) October 11, 1996 Amd 020(4)b)c) October 11, 1996 Amd 030 October 11, 1996 Amd 050(3)(5) October 11, 1996 Amd 060(1)(6) October 11, 1996 16 Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd 070(2)--(9) October 11, 1996 080 October 11, 1996 090 October 11, 1996 100 October 11, 1996 110 October 11, 1996 030,060 August 7, 1998 060(1) October 4, 2002 020(3)q)-u) February 6, 2004 020(3)g) April 19, 2004 020(3)g) June 11, 2004 010(2)(3) October 8, 2004 020(2) October 8, 2004 020(3)g)l)m)n)r) October 8, 2004 Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd 050(2)(3) October 8, 2004 060(2)(10) October 8, 2004 070(3) October 8, 2004 080 October 8, 2004 090 October 8, 2004 110 October 8, 2004 entire set April 30, 2010 7.10 & 7.11 June 7, 2012 5.6 (b) June 14, 2013 5.6 (b) February 13, 2015 7.12 February 13, 2015 13 February 13, 2015 Authority: RCW 28B.35.120 17 APPENDIX A Washington State Laws and Western Washington University Rules Applicable to Western Washington University 1. Washington State Laws These references are to chapters of law in the Revised Code of Washington (RCW). The links will take you to the Table of Contents for each chapter. The chapters can be “searched” for words. • Chapter 28B.10 RCW Colleges and universities generally http://apps.leg.wa.gov/RCW/default.aspx?cite=28B.10&full=true • Chapter 28B.15 RCW College and university fees http://apps.leg.wa.gov/RCW/default.aspx?cite=28B.15&full=true • Chapter 28B.35 RCW Regional universities http://apps.leg.wa.gov/RCW/default.aspx?cite=28B.35&full=true • Chapter 42.30 RCW Open public meetings act http://apps.leg.wa.gov/RCW/default.aspx?cite=42.30&full=true • Chapter 42.52 RCW Ethics in public service http://apps.leg.wa.gov/RCW/default.aspx?cite=42.52&full=true • Chapter 42.56 RCW Public records act http://apps.leg.wa.gov/RCW/default.aspx?cite=42.56&full=true • Chapter 28B.76 RCW Higher education coordinating board http://apps.leg.wa.gov/RCW/default.aspx?cite=28B.76&full=true • Chapter 28B.92 State student financial aid program http://apps.leg.wa.gov/RCW/default.aspx?cite=28B.92&full=true 18 • Chapter 28B.130 RCW Transportation demand management programs http://apps.leg.wa.gov/RCW/default.aspx?cite=28B.130&full=true • Chapter 34.05 RCW Administrative procedure act http://apps.leg.wa.gov/RCW/default.aspx?cite=34.05&full=true • Chapter 39.04 RCW Public works http://apps.leg.wa.gov/RCW/default.aspx?cite=39.04&full=true • Chapter 39.34 RCW Interlocal cooperation act http://apps.leg.wa.gov/Rcw/default.aspx?Cite=39.34&full=true • Chapter 40.14 RCW Preservation and destruction of public records http://apps.leg.wa.gov/RCW/default.aspx?cite=40.14&full=true • Chapter 41.06 RCW State civil service law http://apps.leg.wa.gov/RCW/default.aspx?cite=41.06&full=true • Chapter 41.58 RCW Public employment labor relations http://apps.leg.wa.gov/RCW/default.aspx?cite=41.58&full=true • Chapter 41.76 RCW Public four-year institutions of higher education – faculty labor relations http://apps.leg.wa.gov/RCW/default.aspx?cite=41.76&full=true • Chapter 42.56 RCW Public records act http://apps.leg.wa.gov/RCW/default.aspx?cite=42.56&full=true • Chapter 43.03 RCW Salaries and expenses http://apps.leg.wa.gov/rcw/default.aspx?cite=43.03&full=true 19 2. Washington State Administrative Rules These references are to Title 516 of the rules in the Washington Administrative Code (WAC) which pertain to WWU. The links will take you to the Table of Contents for each chapter. The chapters can be “searched” for words. • Chapter 516-04 Board of trustees http://apps.leg.wa.gov/wac/default.aspx?cite=516-04&full=true • Chapter 516-09 Public records http://apps.leg.wa.gov/wac/default.aspx?cite=516-09&full=true • Chapter 516-12 Parking and traffic regulations http://apps.leg.wa.gov/wac/default.aspx?cite=516-12&full=true • Chapter 516-13 Bicycles, mopeds, and other powered devices http://apps.leg.wa.gov/wac/default.aspx?cite=516-13&full=true • Chapter 516-15 Appeals from parking violations http://apps.leg.wa.gov/wac/default.aspx?cite=516-14&full=true • Chapter 516-15 Skateboards, foot scooters, skates, and other similar devices http://apps.leg.wa.gov/wac/default.aspx?cite=516-15&full=true • Chapter 516-213 Student rights and responsibilities code http://apps.leg.wa.gov/wac/default.aspx?cite=516-23&full=true • Chapter 516-24 General conduct http://apps.leg.wa.gov/wac/default.aspx?cite=516-24&full=true • Chapter 516-25 External affairs http://apps.leg.wa.gov/wac/default.aspx?cite=516-25&full=true • Chapter 516-26 Student records http://apps.leg.wa.gov/wac/default.aspx?cite=516-26&full=true 20 • Chapter 516-28 Standards and procedures for involuntary administrative withdrawal of students at Western Washington University for behavior from mental disorders http://apps.leg.wa.gov/wac/default.aspx?cite=516-28&full=true • Chapter 516-31 State Environmental Policy Act – Rule http://apps.leg.wa.gov/wac/default.aspx?cite=516-31&full=true • Chapter 516-34 Leasing of university property for business purposes http://apps.leg.wa.gov/wac/default.aspx?cite=516-34&full=true • Chapter 516-36 Use of university facilities – Scheduling http://apps.leg.wa.gov/wac/default.aspx?cite=516-36&full=true • Chapter 516-37 Use of university facilities – Libraries http://apps.leg.wa.gov/wac/default.aspx?cite=516-37&full=true • Chapter 516-38 Access to campus services http://apps.leg.wa.gov/wac/default.aspx?cite=516-38&full=true • Chapter 516-39 Media services http://apps.leg.wa.gov/wac/default.aspx?cite=516-39&full=true • Chapter 516-40 Course materials http://apps.leg.wa.gov/wac/default.aspx?cite=516-40&full=true • Chapter 516-5652 University housing and dining http://apps.leg.wa.gov/wac/default.aspx?cite=516-56&full=true • Chapter 516-60 Admission and registration http://apps.leg.wa.gov/wac/default.aspx?cite=516-60&full=true • Chapter 516-108 Practice and procedure http://apps.leg.wa.gov/wac/default.aspx?cite=516-108&full=true 21 • Chapter 516-133 Organization http://apps.leg.wa.gov/wac/default.aspx?cite=516-133&full=true • Chapter 516-400 Loss of eligibility – Student athletic participation http://apps.leg.wa.gov/wac/default.aspx?cite=516-400&full=true 22 APPENDIX B Western Washington University Audit Finance, Audit, and Enterprise Risk Management Committee Charter Role The Finance, Audit, and Enterprise Risk Management (ERM) Committee of the Board of Trustees assists the Board of Trustees in fulfilling its responsibility for oversight of the following: • The integrity of the University’s financial operations, physical plant, and financial health; • The quality and integrity of the accounting, auditing, and reporting practices of the University, and such other duties as directed by the Board; with particular focus on effective internal controls, advising the University on business and financial risk as identified in any audit process,and compliance with significant applicable legal, ethical, and regulatory requirements; • The identification, assessment, monitoring and response to enterprise risks, in fulfillment of the University’s mission and strategic plan. and such other duties as directed by the Board. The Committee’s role includes a particular focus on the University’s processes to assure effective internal controls, to advise the University on business and financial risk as such is identified in any audit process, and to comply with significant applicable legal, ethical, and regulatory requirements. General Responsibilities The Committee serves in an advisory capacity to assure the demonstrable integrity, accountability, completeness, and effectiveness of University policies and their implementation, guided by analytical consideration of the magnitude of potential institutional risks and vulnerabilities. The Committee will oversee provide strategic oversight of matters related to: • Financial performance of the institution; • Plans for issuance of debt for long-term financing of capital projects; • matters related to the fFinancial statements of the Uuniversity and other official financial information provided to the public; • The system of internal controls, including compliance with applicable policies, procedures, and risk management; • Integration of enterprise risk identification, assessment, response, and monitoring into existing decision-making strategic planning and budgeting processes; • The annual independent audit process, including recommending to the Board the appointment, compensation, retention, and oversight of the independent auditors engaged to audit the financial statements of the University; • The effectiveness of the internal audit program; and, • Interactions with the state auditor, as appropriate; and, • Undertake an annual evaluation of the Committee’s performance. b) the system of internal controls, including compliance with applicable policies and 23 procedures and risk management; c) the annual independent audit process, including recommending to the Board of Trustees the appointment, compensation, retention and oversight of the independent auditors engaged to audit the financial statements of the University; d) the effectiveness of the internal audit program; and e) the interactions with the state auditor, as appropriate. The Committee will review and make recommendations further recommends to the full Board broad policy for ensuring to ensure sound financial and risk management, accurate financial reporting, sound risk management, and institutional compliance with applicable legal, ethical and regulatory requirements. ethical behavior. The Committee’s duties do not replace or duplicate established responsibilities and delegations for Uuniversity leadership and management. Further, the Audit Committee does not act on behalf of the Western Washington University Board of Trustees, conduct hearings, or take testimony or public comment. Membership The membership of the Committee consists of three trustees selected by the Board. The Committee’s liaison to the Board is the Chair of the Finance, Audit and ERM Committee. The Vice President for Business and Financial Affairs will generally serve as staff and primary liaison to the Committee except for the internal audit function for which the Director of Internal Audit shall be the staff and liaison to the Committee. The Audit Committee shall include or have access to a financial expert as appropriate. Operations The Committee meets at least four times a year. Additional meetings may occur as the Committee, or its chair deems advisable. As appropriate, the Committee will invite members of the administration, faculty, staff or others to attend meetings and provide pertinent information. The Committee will cause to be kept adequate minutes of all its proceedings, and will report on its actions and activities at the next meeting of the Board. Communication s With respect to the Committee’s auditing functions, the The internal auditor, independent auditors and state auditor report directly to the Committee. The Committee maintains free and open communication with the internal auditors, the independent auditors, the state auditor, and management, including periodic private sessions with each of these parties. Relationship between Finance, Audit and ERM Committee, University Leadership, Internal Auditor, Independent Auditors, and State Auditor The Committee relies on the expertise and knowledge of the Uuniversity’s leadership team, the internal auditor, the independent auditors and the state auditor in carrying out its oversight responsibilities. The President of the University is responsible to the Board and with the 24 counsel of the Audit Committee, for ensuring that internal controls are reasonable, and for determining that the University’s financial statements are complete, accurate and in accordance with generally accepted accounting principles. The independent auditors are responsible for auditing the University’s financial statements. The state auditor’s responsibilities are established by law and carried out pursuant to the policies and procedures dictated by the Washington State Auditor’s Office. The internal auditor is responsible for providing an independent appraisal function which evaluates the Uuniversity’s activities to assist the Board of Trustees, President and University leadership team in the discharge of their oversight, management, and operating responsibilities. Audit Committee Responsibilities Responsibilities to be Evaluated in the Annual Committee Performance Assessment In performing its audit oversight responsibilities, the Audit Committee shall: General: 1. Review the coordination of audit efforts to ensure completeness of coverage, reduction of redundant efforts, the effective use of audit resources, and the use of independent auditors other than the state auditor. 2. Meet with the President in private session to discuss any matters the Committee or the President believes should be discussed privately with the Audit Committee. 3. Review policies and procedures with respect to transactions between the University and trustees, or affiliates of trustees. 4. Review with management and the independent auditor the effect of any regulatory and accounting initiatives, as well as off-balance-sheet structures, if any. 5. Undertake an annual evaluation of the Committee’s performance. Internal Controls, Risk Assessment and Financial Reporting: 1. Inquire of the Uuniversity leadership team, the internal auditor, the independent auditors and the state auditor about significant risks or exposures, review the University’s policies and processes for risk assessment and risk management, and assess the steps management has taken to control such risk to the University. 2. Consider and review the Uuniversity’s internal controls with management and appropriate auditors related to: a. The University’s assessment of the effectiveness of its internal controls and any auditor’s attestation and report on about the University’s assessment. 25 b. The adequacy of the University’s internal controls including computerized information system controls and security. c. Any related significant internal control findings and recommendations of the independent auditors or state auditor together with management responses. 3. Periodically, review with the President and the appropriate auditors the University’s critical accounting policies. 4. Review and oversee procedures for: (a) receipt, retention and treatment of complaints received by the University regarding accounting, internal accounting controls, and auditing matters; and (b) the confidential, anonymous submission of employee concerns regarding accounting or auditing matters. Internal Audit Program: 1. Annually review the Internal Audit Charter and make recommendations to the Board of Trustees. Review the responsibilities, functions and performance of the University’s internal audit program and consult with management with respect thereto. 2. Participate in the annual audit planning risk assessment process. Review and make recommendation to the Board of Trustees for approval of the risk-based annual audit plan. 3. At least four times a year on such dates as specified by the Committee Chair, receive updates from the Office of the Internal Auditor on the status of the annual audit plan and other matters. Receive and review all reports issued by the Office of the Internal Auditor and ensure that management responds appropriately to issues raised. 4. Ensure that the internal audit function has an external quality assurance review every five years at a minimum or a lesser period of time at the discretion of the Committee. Review the results of the independent external quality assurance review and periodic internal assessments, and monitor the implementation of the action plans to address recommendations raised. Review and concur with the President’s appointment, evaluation, replacement, reassignment, or dismissal of the Director of the Office of the Internal Auditor. 5. Review and concur with the President on the appropriate organizational structure, staffing and budget for the Office of the Internal Auditor to ensure functional independence and to enable it to effectively carry out the internal audit program’s responsibilities. 6. Receive and review all audit, consultation and investigation reports issued by the Office of the Internal Auditor and ensure that management responds appropriately to issues raised. 26 7. Review and make recommendation to the Board of Trustees regarding the Internal Audit schedule. Receive periodic updates from the Office of the Internal Auditor on the status of the audit schedule. 1. Annually review the Internal Audit Charter, policies and procedures and recommend changes to the Board of Trustees, as needed. 2. Inquire of the Internal Audit Director regarding any difficulties encountered in the course of audits, consultations and special investigations, including any restrictions on the scope of work or on access to required information. 6. Review and make recommendations as appropriate related to the President’s appointment, evaluation, replacement, reassignment, remuneration or dismissal of the Director of the Office of the Internal Auditor. 7. Meet with the Director of the Office of the Internal Aauditor in private session to discuss any matters the Committee or the internal auditor believes should be discussed privately. with the Audit Committee, and report the results of such meetings to management. External Audit Activities: 1. Recommend to the Board of Trustees the appointment or replacement of the independent auditors and approve the terms on which the independent auditors are engaged for the ensuing fiscal year. The Committee shall solicit the input of management in the selection process. 2. Evaluate the independent auditors’ qualifications, performance, and independence, including that of the lead partner. 3. Pre-approve any non-audit services provided by the independent auditors, including tax services. 4. Ensure the periodic rotation of lead or concurring partner for the independent auditor and establish appropriate interval for rotation. 5. Resolve any disagreements between management and the independent and/or state auditors. 6. Ensure receipt from the independent auditors of a formal written statement delineating all relationships between the auditors and the University or any other matter that may impact the objectivity and independence of the auditors. 7. Review with the independent auditor, state auditor and Uuniversity President the scope and plan for the various audits. 8. Upon completion of each audit performed by the independent and state auditors, conduct a detailed review of the audit report with management and the appropriate 27 auditor and discuss any significant findings, recommendations, and management’s responses. 9. Review with management, the independent auditor and state auditor, all matters required to be communicated with the Committee under generally accepted auditing standards. 10. Inquire of the independent and state auditors any difficulties encountered in the course of audits, including any restrictions on the scope of work or on access to required information. 11. Meet with the independent auditors and state auditor in private sessions to discuss any matters the Committee or the auditors believe should be discussed privately with the Audit Committee, and report the results of such meetings to management. In order to assure independence, private sessions shall be held at least once a year. 12. Receive and review all outside audit, investigation and regulatory findings and reports of the Uuniversity including, but not limited to, those from the State Auditor’s Office Whistleblower Program, Executive Ethics Board, and Internal Revenue Service. Ensure that management responds appropriately to issues raised. Western Washington University Audit Committee Charter Role The Audit Committee of the Board of Trustees assists the Board of Trustees in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and reporting practices of the University, and such other duties as directed by the Board. The Committee’s role includes a particular focus on the University’s processes to assure effective internal controls, to advise the University on business and financial risk as such is identified in any audit process, and to comply with significant applicable legal, ethical, and regulatory requirements. The Committee will oversee: a) matters related to the financial statements of the university and other official financial information provided to the public; b) the system of internal controls, including compliance with applicable policies and procedures and risk management; c) the annual independent audit process, including recommending to the Board of Trustees the appointment, compensation, retention and oversight of the independent auditors engaged to audit the financial statements of the University; d) the effectiveness of the internal audit program; and e) the interactions with the state auditor, as appropriate. The Committee serves in an advisory capacity to assure the demonstrable integrity, accountability, completeness, and effectiveness of university policies and their implementation, guided by analytical consideration of the magnitude of potential institutional risks and vulnerabilities. The Committee further recommends to the full Board broad policy for ensuring accurate financial reporting, sound risk management, and ethical behavior. The Committee’s duties do not replace or duplicate established responsibilities and delegations for university leadership and management. Further, the Audit Committee does not act on behalf of the Western Washington University Board of Trustees, conduct hearings, or take testimony or public comment. Membership 28 The membership of the Committee consists of three trustees selected by the Board. The Audit Committee shall include or have access to a financial expert. Operations The Committee meets at least four times a year. Additional meetings may occur as the Committee or its chair deems advisable. The Committee will cause to be kept adequate minutes of all its proceedings, and will report on its actions and activities at the next meeting of the Board. Communications The internal auditor, independent auditors and state auditor report directly to the Committee. The Committee maintains free and open communication with the internal auditors, the independent auditors, the state auditor, and management, including periodic private sessions with each of these parties. Relationship between Audit Committee, University Leadership, Internal Auditor, Independent Auditors and State Auditor The Committee relies on the expertise and knowledge of the university’s leadership team, the internal auditor, the independent auditors and the state auditor in carrying out its oversight responsibilities. The President of the University is responsible to the Board and with the counsel of the Audit Committee for ensuring that internal controls are reasonable and determining that the University’s financial statements are complete, accurate and in accordance with generally accepted accounting principles. The independent auditors are responsible for auditing the University’s financial statements. The state auditor’s responsibilities are established by law and carried out pursuant to the policies and procedures dictated by the Washington State Auditor’s Office. The internal auditor is responsible for providing an independent appraisal function which evaluates the university’s activities to assist the Board of Trustees, President and University leadership team in the discharge of their oversight, management and operating responsibilities. Audit Committee Responsibilities In performing its audit oversight responsibilities, the Audit Committee shall: General: 1. Review the coordination of audit efforts to ensure completeness of coverage, reduction of redundant efforts, the effective use of audit resources, and the use of independent auditors other than the state auditor. 2. Meet with the President in private session to discuss any matters the Committee or the President believes should be discussed privately with the Audit Committee. 3. Review policies and procedures with respect to transactions between the University and trustees, or affiliates of trustees. 4. Review with management and the independent auditor the effect of any regulatory and accounting initiatives, as well as off-balance-sheet structures, if any. 5. Undertake an annual evaluation of the Committee’s performance. 29 Internal Controls, Risk Assessment and Financial Reporting: 1. Inquire of the university leadership team, the internal auditor, the independent auditors and the state auditor about significant risks or exposures, review the University’s policies and processes for risk assessment and risk management, and assess the steps management has taken to control such risk to the University. 2. Consider and review the university’s internal controls with management and appropriate auditors related to: a. The University’s assessment of the effectiveness of its internal controls and any auditor’s attestation and report about the University’s assessment. b. The adequacy of the University’s internal controls including computerized information system controls and security. c. Any related significant internal control findings and recommendations of the independent auditors or state auditor together with management responses. 3. Periodically, review with the President and the appropriate auditors the University’s critical accounting policies. 4. Review and oversee procedures for: (a) receipt, retention and treatment of complaints received by the University regarding accounting, internal accounting controls and auditing matters; and (b) the confidential, anonymous submission of employee concerns regarding accounting or auditing matters. Internal Audit Program: 1. Review the responsibilities, functions and performance of the University’s internal audit program and consult with management with respect thereto. 2. Review and concur with the President’s appointment, evaluation, replacement, reassignment, or dismissal of the Director of the Office of the Internal Auditor. 3. Review and concur with the President on the appropriate organizational structure, staffing and budget for the Office of the Internal Auditor to enable it to effectively carry out the internal audit program’s responsibilities. 4. Receive and review all audit, consultation and investigation reports issued by the Office of the Internal Auditor and ensure that management responds appropriately to issues raised. 5. Review and make recommendation to the Board of Trustees regarding the Internal Audit schedule. Receive periodic updates from the Office of the Internal Auditor on the status of the audit schedule. 6. Annually review the Internal Audit Charter, policies and procedures and recommend changes to the Board of Trustees, as needed. 30 7. Inquire of the Internal Audit Director regarding any difficulties encountered in the course of audits, consultations and special investigations, including any restrictions on the scope of work or on access to required information. 8. Meet with the internal auditor in private session to discuss any matters the Committee or the internal auditor believe should be discussed privately with the Audit Committee, and report the results of such meetings to management. External Audit Activities: 1. Recommend to the Board of Trustees the appointment or replacement of the independent auditors and approve the terms on which the independent auditors are engaged for the ensuing fiscal year. The Committee shall solicit the input of management in the selection process. 2. Evaluate the independent auditors’ qualifications, performance, and independence, including that of the lead partner. 3. Pre-approve any non-audit services provided by the independent auditors, including tax services. 4. Ensure the periodic rotation of lead or concurring partner for independent auditor and establish appropriate interval for rotation. 5. Resolve any disagreements between management and the independent and/or state auditors. 6. Ensure receipt from the independent auditors of a formal written statement delineating all relationships between the auditors and the University or any other matter that may impact the objectivity and independence of the auditors. 7. Review with the independent auditor, state auditor and university President the scope and plan for the various audits. 8. Upon completion of each audit performed by the independent and state auditors, conduct a detailed review of the audit report with management and the appropriate auditor and discuss any significant findings, recommendations and management’s responses. 9. Review with management, independent auditor and state auditor, all matters required to be communicated with the Committee under generally accepted auditing standards. 10. Inquire of the independent and state auditors any difficulties encountered in the course of audits, including any restrictions on the scope of work or on access to required information. 11. Meet with the independent auditors and state auditor in private sessions to discuss any matters the Committee or the auditors believe should be discussed privately with the Audit Committee, and report the results of such meetings to management. In order to assure independence, private sessions shall be held at least once a year. 31 12. Receive and review all outside audit, investigation and regulatory findings and reports of the university including, but not limited to, those from the State Auditor’s Office Whistleblower Program, Executive Ethics Board, and Internal Revenue Service. Ensure that management responds appropriately to issues raised. Approved by the Board of Trustees April 22, 2005 Revision Approved by Board of Trustees August 3, 2007 Revision Approved by Board of Trustees June 11, 2010 Draft Revision – December 6, 2017 32 BOARD OF TRUSTEES RULES OF OPERATION Effective December 15, 2017 Table of Contents SECTION 1 THE BOARD AND GOVERNANCE 1.1 Board Authority Established by Law 1.2 Governance Development 1.3 Policy Development 1.4 Channel of Authority 1.4.a University Community Responsible to the President 1.4.b Recommendations for the Board Transmitted to the President 1.4.c President to Engage Discussion 1.4.d President’s Recommendation and Background Materials to be Provided to the Board 1.4.e Presidential Oversight of Governance Groups 1.4.f Communication to the Board by Governance Groups 1.5 Attorney General of Washington Provides Legal Counsel 1 1 1 1 1 1 1 1 1 1 2 SECTION 2 AUTHORITY, POWERS, AND DUTIES OF THE BOARD 2.1 Title 28B RCW Establishes Board Authority 2.2 Chair Spokesperson for the Board 2.3 Authority Reserved by the Board 2.3.a To Employ the President 2.3.b To Administer the Board 2.3.c To Adopt Administrative Rules 2.3.d To Approve Budgets 2.3.e To Structure the University 2.3.f To Award Degrees 2.3.g To Establish Certain Fees 2.3.h To Approve Collective Bargaining Agreements 2.3.i To Establish Retirement Programs for Employees 2.3.j To Retain Fiscal Responsibility 2.3.k To Enter into Certain Agreements 2.3.l To Purchase or Lease Real Estate 2.3.m To Select Certain Architects and Engineers 2.3.n To Authorize Certain Public Works Contracts 2.3.o To Establish Self-Supporting Facilities 2.3.p To Authorize Bonded Indebtedness 2.3.q To Approve the Settlement of Claims 2.3.r To Name Buildings and Facilities 2.3.s To Designate an Agent 2.3.t To Exercise Authority Reserved to the Board 2.3.u To Retain All Authority Hereafter Delegated to the Board 2.4 Conflict of Interest Standards 2.4.a Fiduciary Responsibilities 2.4.b Affirmation and Disclosure 2.4.c Situations Which Constitute Conflicts of Interest 2 2 2 2 2 2 3 3 3 3 3 3 3 3 3 3 4 4 4 4 4 4 4 4 4 4 5 5 SECTION 3 APPOINTMENT 3.1 Appointment by the Governor 3.2 Oath to Discharge Duties 3.3 Selection of Student Trustee 3.4 Term and Qualification of Student Trustee 3.5 Student Trustee Shall Excuse Himself or Herself 6 6 6 6 6 SECTION 4 RESIGNATION AND REMOVAL 4.1 Resignation 4.2 Removal Only for Misconduct 6 7 SECTION 5 OFFICERS AND COMMITTEES 5.1 Officers and Terms 5.2 Board Chair 5.3 Board Secretary 5.4 Committees May be Established 5.5 Notification of Trustee Violation 5.6 Meetings of Board Committees 5.6.a Finance, Audit, and Enterprise Risk Management Committee 5.6.b Board Governance Committee 7 7 7 7 7 7 7 8 SECTION 6 UNIVERSITY SEAL 6.1 Seal Design Approval 6.2 University Seal is the Official Legal Seal of the University 8 8 SECTION 7 MEETINGS OF THE BOARD 7.1 Regular Meetings 7.2 Annual Schedule of Regular Meetings 7.3 Special Meetings 7.4 Quorum 7.5 Public Meetings 7.6 Notice of Agenda 7.7 Executive Sessions 7.8 President as Representative of the University 7.9 Faculty and Student Representatives 7.10 Presiding Officer of the Board 7.11 Order of Business 7.12 Appearance Before the Board 7.13 Rules of Procedure SECTION 8 AUTHORITY, POWERS, AND DUTIES OF THE PRESIDENT 8.1 President Responsible to the Board 8.2 Primary University Representative 8.3 Principal Administrative Officer 8.4 Delegation of Appointing Authority 8.5 Administrative Performance Review 8.6 Delegation as to President’s Relatives 8.7 Appeal of Denial of Tenure 8 8 8 8 9 9 9 9 9 9 10 10 10 10 10 10 10 10 11 8.8 8.9 8.10 8.11 8.12 8.13 8.14 8.15 8.16 8.17 8.18 8.19 President Administers Board Policy Banking, Credit, and Investment Authority and Further Delegation Security Management Authority and Further Delegation Board Delegation of Authority and Further Delegation Organizational Structure President at Board Meetings Board and President Relationship Prompt Report Required Regarding Non-Compliance Emergency Contract Authority Acting President in the Event of a Vacancy Responsibility for Search Process Presidential Service 11 11 11 11 11 11 11 12 12 12 12 12 SECTION 9 PRESIDENTIAL EVALUATIONS 9.1 Annual Objectives 9.2 Evaluations 9.3 Criteria and Process for Evaluation 9.4 Transition Review 12 12 12 12 SECTION 10 POLICIES 10.1 President Authorized to Adopt Interim Policies 10.2 Policy and Rule Development 10.3 Materials to be Maintained 13 13 13 SECTION 11 INDUCTION AND ORIENTATION OF TRUSTEES 14 SECTION 12 PER DIEM 14 SECTION 13 AMENDMENTS TO BOARD RULES OF OPERATION 14 SECTION 14 EFFECTIVE DATE 14 Appendix A – Washington State Laws and Western Washington University Rules 16 Appendix B – Finance, Audit, and Enterprise Risk Management Committee Charter 20 SECTION 1 THE BOARD AND GOVERNANCE 1.1 Board Authority Established by Law. The authority to govern Western Washington University is vested by law in the Board of Trustees of the University, referred to from this point forward as the “Board.” (See Appendix A for statutory references.) 1.2 Governance Development. The Board believes that the educational interests of the University are furthered by encouraging an environment of collegiality. Therefore, it has established a system of shared governance in which the various elements of the institution are encouraged to participate. Without limiting its duties or authority, the Board directs its attention to matters of general policy relating to the institution’s mission, educational program, operation, and Strategic Plan. 1.3 Policy Development. The Board delegates responsibility for the development and administration of policies and management of the institution to the President, or his or her designees, including the appropriate unit or units of internal governance. 1.4 Channel of Authority. The channel of authority from the Board to the faculty, administrative officers, staff, and students shall be through the President. (a) University Community Responsible to the President. All faculty, administrative officers, staff, and students must, through appropriate channels, be responsible to the President, and through the President, to the Board, unless otherwise specifically directed by the Board. (b) Recommendations for the Board Transmitted to the President. When faculty, administrative officers, staff, and students bring forward recommended changes to policies, programs, and other matters that require Board consideration, such recommendations should be transmitted to the President and by the President to the Board with his or her recommendation. (c) President to Engage Discussion. If the President does not support the recommendations as forwarded, the President will first send it back to the recommending group with a statement of concerns and engage in discussions with the group regarding the proposal before forwarding it to the Board for consideration. (d) President’s Recommendation and Background Materials to be Provided to the Board. Background information, perspectives of constituents, and the recommendation of the President will be provided to the Board. (e) Presidential Oversight of Governance Groups. The Board has the responsibility for oversight of the President, but delegates authority to the President for oversight of faculty, staff, students, or others engaged in communications or by contract with the University. (f) Communication to the Board by Governance Groups. The presidents of the Faculty Senate and Associated Students may, in exceptional circumstances, 1 communicate directly to the Board collectively through written communication. Copies of such communication will be provided to the President. The presidents of those groups shall serve as the representatives of their respective elected bodies at all Board meetings where they are welcome to address the Board directly. 1.5 Attorney General of Washington Provides Legal Counsel. The legal advisor to the Board is the Attorney General of Washington. The assistant attorneys general assigned by the Attorney General to represent the University shall provide counsel to the University to and through the Board. The assistant attorneys general provide legal counsel to the various divisions of the University through the President. SECTION 2 AUTHORITY, POWERS, AND DUTIES OF THE BOARD 2.1 Title 28B RCW Establishes Board Authority. The Board derives its authority from the laws of the state of Washington. The Board operates under the provisions of Title 28B and other portions of the Revised Code of Washington (RCW). The powers and duties of the Board include those specifically set forth in Title 28B and all other powers and duties which are necessary or appropriate to carry out the Board’s responsibilities and obligations. (See Appendix A.) 2.2 Chair Spokesperson for the Board. The Chair or his or her designee is the spokesperson for the Board. Individual Board members are encouraged to consult regularly with both the President and the Board Chair on matters of interest. Unless otherwise authorized by the Board, individual Trustees exercise no authority over the institution nor may they make or enter into contracts on behalf of the Board or University. 2.3 Authority Reserved by the Board. The Board reserves unto itself the following authority (unless specifically delegated in particular instances by definite resolution or motion duly passed by the Board), which it exercises subject to the conditions and limitations of law: (a) To Employ the President. To employ the President under such terms and conditions as may be negotiated from time to time through a written contract, including, but not limited to, compensation, housing requirements, benefits, and tenure to an academic unit. The Board may also negotiate employment for the spouse/partner of the President upon determining that he/she has appropriate qualifications. The contract(s) shall be authorized in compliance with the Open Public Meetings Law, Chapter 42.30 RCW. (See Appendix A.) (b) To Administer the Board. To organize, administer, and operate the Board. (c) To Adopt Administrative Rules. To adopt, amend, or repeal rules pursuant to the Administrative Procedure Act (Chapter 34.05 RCW) and any other laws providing rule-making authority – except for Chapter 516-12 WAC, Parking and traffic regulations; Chapter 516-13 WAC, Bicycle, mopeds, and other powered devices; and Chapter 516-15 WAC, Skateboards, foot scooters, skates, and other similar devices. (See Appendix A.) 2 (d) To Approve Budgets. To approve the operating budget, the services and activities fees budget, and the capital budget for the University. (e) To Structure the University. To establish or abolish colleges, divisions, schools, departments, and degree programs. (f) To Award Degrees. To authorize the awarding of degrees for appropriate programs of study, and to authorize the awarding of honorary degrees. 1 (g) To Establish Certain Fees. To establish academic year tuition fees (tuition operating fee and capital building fee), summer session fees, continuing education degree program fees, student services and activities fees, housing and dining fees, and all fees that students enrolled for six (6) or more credit hours are required to pay. The Board delegates its authority to the President to approve all other fees. (h) To Approve Collective Bargaining Agreements. To facilitate, approve, and enter into collective bargaining agreements with faculty. (i) To Establish Retirement Programs for Employees. To establish retirement programs for employees as authorized by law. (j) To Retain Fiscal Responsibility. To retain responsibility for the expenditure of state funds by the University and its agents and employees. (k) To Enter into Certain Agreements. To enter into agreements with public agencies pursuant to the Interlocal Cooperation Act (Chapter 39.34 RCW) or other appropriate laws in instances where the Agreement allows for the creation of a separate corporate or legal entity or involves the commitment of University funds in excess of $50,000, regardless of duration. The Board shall be provided copies of all Interlocal Agreements entered by the University that do not meet the $50,000 threshold. (See Appendix A.) (l) To Purchase, Acquire, or Lease Real Estate. To authorize the purchase, acquisition, or long-term lease (for more than two years) of real property not located within the boundaries of the campus as described by the Institutional Master Plan for Western Washington University, subject to other approvals that may be required. To authorize extensions of long-term leases of real property. The Board may authorize the purchase of properties not identified in the Institutional Master Plan if it adopts by resolution the rationale for such purchase. (m) To Select Certain Architects and Engineers. To authorize the selection of professional, architectural, engineering, and related services for the design of public works in instances where the fee for such services will exceed $300,000.00, or where competitive proposals were not solicited and considered, unless other procedures approved by the Board were followed. 1 RCW 28B.35.205 states, in part: The Board of Trustees, upon recommendation of the faculty, may also confer honorary bachelor's, master's, or doctorate level degrees upon persons in recognition of their learning or devotion to education, literature, art, or science. No degree may be conferred in consideration of the payment of money or the donation of any kind of property. 3 2.4 (n) To Authorize Certain Public Works Contracts. To authorize the execution of public works contracts for amounts in excess of $500,000.00, or where competitive proposals were not solicited and considered, unless other procedures approved by the Board were followed. (o) To Establish Self-Supporting Facilities. To establish self-supporting facilities and to exercise all related authority delegated to the Board pursuant to RCW 28B.10.300 through RCW 28B.10.330, as now or hereafter amended. (See Appendix A.) (p) To Authorize Bonded Indebtedness. To authorize and approve bonded indebtedness. (q) To Approve the Settlement of Claims. To approve the settlement of claims against the University for amounts in excess of $50,000.00. (r) To Name Buildings and Facilities. To name buildings and facilities in honor of a person or persons in accordance with established Board policy. (s) To Designate an Agent. To designate such agents as it deems necessary and efficient to solicit and receive gifts for the benefit of the University. (t) To Exercise Authority Reserved to the Board. To exercise all authority expressly reserved to the Board by recorded resolution or motion, or in rules which have been or are hereafter adopted or amended by the Board pursuant to the provisions of the Administrative Procedure Act, Chapter 34.05 RCW. (See Appendix A.) (u) To Retain All Authority Hereafter Delegated to the Board. To retain all authority which may be hereafter delegated to the Board by the Legislature of the state of Washington, unless such authority is expressly delegated to the President or President’s designee in these rules or by duly adopted resolution. Conflict of Interest Standards The following standards apply to each member of the Board of Trustees of Western Washington University and are intended to serve as guidance for everyone serving on the Board. (a) Fiduciary Responsibilities. Members of the Board serve the public trust and have an obligation to fulfill their responsibilities in a manner consistent with this fact. All decisions are to be made solely on the basis of a desire to promote the best interests of the institution and the public good. The University’s integrity must be considered and advanced at all times. Trustees are often involved in the affairs of other institutions, businesses, and organizations. An effective Board may not always consist of individuals entirely free from perceived, potential, or real conflicts of interest. Although most such conflicts are and will be deemed to be inconsequential, it is every Trustee’s responsibility to ensure that the Board is made aware of situations at the University that involve personal, familial, or business relationships. 4 (b) Affirmation and Disclosure. The Board requires each Trustee to annually affirm that the following standards must be adhered to: 1. Board disclosure of personal, familial, or business relationships. Each Trustee will disclose to the Board any personal, familial, or business relationship that reasonably could give rise to a perceived, potential, or real conflict of interest, as any such may arise. i. Public disclosure. Trustees are required by RCW 42.17A.700 to file annual statements with the Public Disclosure Commission relating to business interests and receipt of gifts. ii. Completion of disclosure form. Trustees must annually complete the disclosure form provided by the University. The completed forms are retained in the Office of the President. 2. Disclosure of potential or real conflict of interest. In the event there comes before the Board a matter for consideration or decision that raises a potential or real conflict of interest for any Trustee, the Trustee shall disclose to the Chair of the Board the existence of a potential or real conflict of interest as soon as possible. 3. Recording of disclosure in minutes. The disclosure shall be recorded in the minutes of the meeting where a vote by the Board will occur on the matter. 4. Seeking counsel regarding disclosure. In the event a Trustee is uncertain as to the need to make disclosure in a particular instance, the Trustee should seek counsel from the Chair and/or the President of the University. They, in turn, may elect to consult with legal counsel. A Trustee who is aware of potential or real conflict of interest with respect to any such matter shall not vote or participate in discussion in connection with the matter. That Trustee’s presence may not be counted in determining whether there exists a quorum for purposes of validating the vote on the matter. (c) Situations Which Constitute Conflicts of Interest. While it is difficult to list all circumstances which create conflicts of interest for individual Trustees, the law defines some situations as prohibited actions. These include: 1. Assisting another person, whether or not for compensation, in any transaction with the University. Example: Trustees cannot affect the admission of individual applicants for student status. Trustees might well be involved in admission standards through delegation, but do not make decisions on individual applications. 2. Use of University resources for personal benefit. Example: Trustees cannot have office space to conduct their personal business on campus. 3. Use of official authority for personal gain. Example: Trustees cannot vote to extend a contract to a business in which they have a significant financial interest. 5 4. Receipt of gifts, gratuities, and favors. Example: Trustees cannot accept money from businesses with which the University has contracts as an inducement from the business to execute/extend a contract; and if gifts have been received during a reporting period, the Trustee must report them to the Public Disclosure Commission. SECTION 3 APPOINTMENT 3.1 Appointment by the Governor. The Board is composed of seven members appointed by the Governor of the state of Washington with the consent of the Senate for terms of six years, and one additional university student member, who is appointed annually by the Governor for a one-year term (RCW 28B.35.100). 3.2 Oath to Discharge Duties. Each member of the Board is required to take an oath to discharge faithfully, impartially, honestly, and to the best of his or her abilities, the duties of a Trustee (RCW 28B.10.520). (See Appendix A.) 2 3.3 Selection of Student Trustee. The Governor shall select the student member from a list of candidates, of at least three and not more than five, submitted by the governing body of the Associated Students. 3.4 Term and Qualification of Student Trustee. The student member will hold his or her office for a term of one year from the first day of July and until his or her successor is appointed and qualified. The student member shall be a full-time student in good standing at the University at the time of appointment. 3.5 Student Trustee Shall Excuse Himself or Herself. A student trustee shall excuse himself or herself from participation or voting on matters relating to the hiring, discipline, or tenure of faculty members and personnel as required by RCW 28B.35.100 (4), or as it may be amended from time to time. (See Appendix A.) SECTION 4 RESIGNATION AND REMOVAL 4.1 Resignation. A Board member may resign from the Board at any time during his or her term by notification submitted to the Governor. 2 Normally, a Trustee will serve no more than two full six year terms. Normally, a Trustee appointed to fill the remainder of a former Trustee’s term shall be eligible for two full terms if the partial term was not longer than three years. 6 4.2 Removal Only for Misconduct. No member of the Board may be removed during the term of office for which appointed, except for misconduct or malfeasance in office (RCW 28B.10.500). (See Appendix A.) SECTION 5 OFFICERS AND COMMITTEES 5.1 Officers and Terms. The Board shall elect a Chair, Vice Chair, and Secretary for twoyear terms, as the last order of business at the June meeting of the Board every second year. In the event of an interim vacancy in any office, a successor shall be elected to fill the unexpired term. 5.2 Board Chair. The Chair of the Board shall preside at meetings of the Board and the Chair shall have the customary powers and duties associated with such office (subject to the Board’s direction). The Chair shall have full right of discussion and vote. If the Chair is absent or otherwise unable to preside over a meeting of the Board, the Vice Chair shall preside. In the event of the absence of both the Chair and Vice Chair for any meeting of the Board, the Secretary shall then preside. In the absence of all officers, the Board shall designate a Chair for the meeting. 5.3 Board Secretary. The Secretary of the Board, in addition to other duties specifically imposed by the Board, shall be the second signatory (the Chair being the first) for all documents requiring two signatures from the Board. The Board may authorize other members of the Board to sign documents in the absence of either the Chair or the Secretary. The Secretary shall be responsible for reviewing draft minutes of the Board meetings, which are prepared by staff assigned to the Board. 5.4 Committees May be Established. The Board or its Chair may establish such standing or special committees as are deemed appropriate. Committees shall advise the Board and the President of the University on matters referred to such committees for consideration. 5.5 Notification of Trustee Violation. In the event that a Trustee is acting in violation of Section 2.4, the President shall advise the Chair of the activity. The Chair shall direct the Trustee to cease the inappropriate activity. If the Chair is acting in violation, the Vice Chair shall be advised of the activity and shall direct the Chair to cease the inappropriate activity. 5.6 Meetings of Board Committees. Board committee meetings may be held before regular or special meetings, or at such time and such place as a committee chair may direct from time to time. All committee meetings must be held in conformance with the laws of the state of Washington governing such meetings. (a) Finance, Audit, and Enterprise Risk Management Committee. The Finance, Audit, and Enterprise Risk Management (ERM) Committee of the Board of Trustees assists the Board in fulfilling its responsibility for oversight of the integrity of the University’s financial operations, physical plant, and financial health; the quality and integrity of the accounting, auditing, and 7 reporting practices of the University, with particular focus on effective internal controls, advising the University on business and financial risk as identified in any audit process, and compliance with significant applicable legal, ethical, and regulatory requirements; and t identification, assessment, monitoring and response to enterprise risks, in fulfillment of the University’s mission and strategic plan. (See Appendix B – Board Finance, Audit, and Enterprise Risk Management Committee Charter.) (b) Board Governance Committee (Special Committee). The Board Governance Committee assists the Board in fulfilling its responsibility for institutional governance at the highest level of excellence. The committee is responsible for identifying and recommending best Board governance practices including the periodic review of the Board’s Rules of Operation and Board policies, as well as facilitating Board transitions, new trustee orientation, mentoring and engagement, ongoing education and Board self-assessments. SECTION 6 UNIVERSITY SEAL 6.1 Seal Design Approval. The design of the seal of Western Washington University shall be approved by the Board. 6.2 University Seal is the Official Legal Seal of the University. The University Seal is the legal seal of the University and is to be used only for diplomas, transcripts, official certificates, and other documents as designated by the President’s Office. As the official legal seal of the institution, its usage must be constrained to official applications. SECTION 7 MEETINGS OF THE BOARD 7.1 Regular Meetings. Regular meetings of the Board shall be held pursuant to schedules and at locations published annually in the Washington State Register. Any regular meeting of the board may be rescheduled by publishing notice of the changed date and/or location in the Washington State Register at least twenty days in advance of the rescheduled meeting date. If twenty days advance notice of a rescheduled meeting is not given, the meeting is conducted as a special meeting under RCW 42.30.080 and Section 7.3. (WAC 516-04-010). (See Appendix A.) 7.2 Annual Schedule of Regular Meetings. The schedule of meetings for a two year period shall be determined each even year at the regular April meeting of the Board. 7.3 Special Meetings. The chair of the Board or a majority of its sitting members may call special meetings of the Board (RCW 42.30.080). (See Appendix A.) 7.4 Quorum. Five members of the Board constitute a quorum for the transaction of business by the Board. Provided, however, that action by the Board shall require the affirmative vote of at least four members. Provided, where only a quorum of five is present, and the student trustee has excused himself or herself from participation or 8 voting when the matter relates to the hiring, discipline, or tenure of faculty members and personnel, action shall require the affirmative vote of at least three members. Members of the Board may appear by telephone or other telecommunications or video conferencing technology. Op. Att’y Gen. 4 (2017). 7.5 Public Meetings. All regular and special meetings at which a quorum of the Board is present shall be open to the public, with the exception of those portions of regular or special meetings specifically declared to be “executive sessions” as allowed by law, or to be otherwise exempt from the provisions of Chapter 42.30 RCW. (See Appendix A.) 7.6 Notice of Agenda. The President, with concurrence of the Chair of the Board, prepares a written agenda for each regular and special meeting. Copies of the agenda and supporting materials for a meeting are provided to the President and members of the Board and made available to the public approximately one week in advance of the announced meeting. Except as otherwise provided by law, the Chair, President, or any Board member may add additional items to the agenda for regular meetings without notice to the members of the Board or the public. However, the topics at special meetings are restricted to those for which advance notice has been given. Public notice of a special meeting must be made 24 hours in advance of the meeting. 7.7 Executive Sessions. During any regular or special meeting of the Board, the Board may hold an executive session to discuss matters as permitted by applicable laws of the state of Washington. 7.8 President as Representative of the University. The President of the University speaks for the University at meetings of the Board. 7.9 Faculty and Student Representatives. Because of the unique and integral relationship that the faculty and students bear to the mission of the University, the President of the Associated Students and the President of the Faculty Senate are issued a standing invitation to participate in all of the Board’s public meetings. 7.10 Presiding Officer of the Board. The presiding officer of the Board shall have the right to maintain order, recognize speakers, and to limit the length of time used by a speaker for the discussion of any subject at meetings of the Board; provided, however, that any restriction on debate to be imposed upon members of the Board shall be announced in advance, uniformly applied, and subject to nullification by majority vote. 7.11 Order of Business. The agenda for regular meetings of the Board should include the following: • • • • Consent items; Public comment period; Major policy matters and decision options 3; Special reports; and 3 RCW 28B.15.067 requires the Board of Trustees to make public its proposal for tuition and fee increases twentyone days before the board considers adoption and allows opportunity for public comment. This twenty-one day requirement shall not apply if the legislature has not passed the omnibus appropriations act by May 15th. Ch.228, Laws of 2012. 9 • Other items or announcements from Trustees, committees, the University President, Faculty Senate President, or Associated Students President. 7.12 Appearance Before the Board. The Chair of the Board will entertain and grant requests of persons to appear at meetings of and speak to the Board as the Chair may determine. In connection with public comment periods at regular meetings, the Chair of the Board: • may ask that prospective speakers sign in prior to speaking; • may set time limits for speakers; • may limit the time period for public comment; and • may halt comments on topics about which the Board is advised that it should not receive comment, such as pending quasi-judicial matters. 7.13 Rules of Procedure. Robert’s Rules of Order, latest revised edition, govern the rules of procedure of all meetings of the Board, except where such rules of order are superseded by the Board’s Rules of Operations or applicable statutes or regulations. SECTION 8 AUTHORITY, POWERS, AND DUTIES OF THE PRESIDENT 8.1 President Responsible to the Board. The President of the University is directly responsible to the Board and subject to its direction. 8.2 Primary University Representative. In both internal and external affairs, the President shall be the primary representative and spokesperson for the institution to the public. In the internal operation of the University, the President shall be expected to exercise leadership and direction in the management of the University while maintaining effective working relationships with faculty, students, staff, administrators, new internal governance units, and unions representing faculty and staff. 8.3 Principal Administrative Officer. The President shall be the principal administrative officer of the University and shall have general supervision of all operations and programs of the institution. 8.4 Delegation of Appointing Authority. The Board delegates to the President the authority to appoint, in the name of the Board, all employees of the University, which include faculty, professional staff, classified staff, and others. Appointments shall be made in writing with copies retained in the individual personnel files. The President shall periodically provide an informational report to the Board concerning faculty appointments. The President is authorized to further delegate appointing authority to the Vice Presidents or other designees. 8.5 Administrative Performance Review. The President is responsible for conducting periodic performance reviews of administrative staff. 8.6 Delegation as to President’s Relatives. The Board hereby excepts from such delegation of authority in this paragraph the authority to appoint any employee of the University who is related to the President either as sibling, parent, spouse, or offspring. The Board hereby delegates to the Provost the authority to make such hiring decisions, 10 subject to Board review, action, and approval. The Provost will have responsibility pertaining to making letters of offer, evaluations, salary modification, and supervision of any such employee, subject to the review of the Board. 8.7 Appeal of Denial of Tenure. If the President denies tenure, the candidate may appeal the denial to the Board, which may conduct an adjudicative proceeding pursuant to the Administrative Procedure Act (Chapter 34.05 RCW). (See Appendix A.) 8.8 President Administers Board Policy. The President shall carry out all rules, regulations, orders, directives, and policies established by the Board, and shall perform all other duties necessary or appropriate to the administration of the University. 8.9 Banking, Credit, and Investment Authority and Further Delegation. The President of the University shall have the authority to negotiate banking and credit card services, to periodically open and close bank accounts, and to purchase and sell investments in accordance with the Revised Code of Washington, Washington Administrative Code, and University policy. The President may delegate this authority to other administrative officers. 8.10 Security Management Authority and Further Delegation. The President is fully authorized and empowered to sell, assign, transfer, or otherwise dispose of any and all donated types and kinds of securities, including, but not limited to, stocks, bonds, debentures, notes, rights, options, warrants, and certificates of every kind and nature whatsoever; to enter into agreements, contracts, and arrangements with respect to such security transactions, whether with securities-related individuals or agents; and to execute, sign, or endorse on behalf of Western Washington University. The President may delegate the authority to other administrative officers. 8.11 Board Delegation of Authority and Further Delegation. The President of the University shall have the authority to exercise in the name of the Board all of the powers and duties vested in or imposed upon the Board by law, except as otherwise specifically reserved or determined by the Board. This grant of authority is general in nature and is as broad and comprehensive as is allowable by law. Except as limited by the Board, the President may delegate authority to other administrative officers or units of internal governance where necessary or appropriate for the effective administration of the University. 8.12 Organizational Structure. The organizational structure of the University will be established by the President except as otherwise specifically determined by the Board. 8.13 President at Board Meetings. The President shall be entitled to be present at all regular or special meetings of the Board. The Board may, with the knowledge of the President, hold executive sessions out of the presence of the President to discuss appropriate matters. The substance of the discussions by the Board in executive session will be transmitted to the President by the presiding officer of the Board. 8.14 Board and President Relationship. The essence of the relationship between the Board and the President shall be one of full mutual confidence, completely open communication, and close consultation. 11 8.15 Prompt Report Required Regarding Non-Compliance. If the President fails or refuses to implement or enforce a policy, rule, or regulation which has been adopted by the Board, the President shall promptly inform the Board in writing of the reasons for such failure or refusal. 8.16 Emergency Contract Authority. The President shall have the power to enter into emergency contracts and agreements without complying with the provisions of these rules, when essential for the protection of health, safety, or property. Such actions shall be immediately reported to the Board. 8.17 Acting President in the Event of a Vacancy. If a vacancy occurs in the Office of the President, the Provost or principal academic officer shall act as President, unless otherwise determined by the Board. 8.18 Responsibility for Search Process. When it becomes necessary to name a new President, it is the responsibility of the Board to establish criteria, organize and supervise the selection process, and name the appointee. The final selection shall be the sole responsibility of the Board. 8.19 Presidential Service. The President serves at the pleasure of the Board. SECTION 9 PRESIDENTIAL EVALUATIONS 9.1 Annual Objectives. It is anticipated that the President will set out objectives, goals, and priorities for the next year, subject to Board approval. At the conclusion of each year, the President will report to the Board on his or her progress. The Board will seek confidential input from the Vice Presidents, Faculty Senate President, and Associated Students President. 9.2 Evaluations. Formal evaluation of the President’s performance shall be as set forth in the President’s contract. The Board may also initiate a formal review if desired sooner. 9.3 Criteria and Process for Evaluation. It is the responsibility of the Board to establish the criteria and process for evaluation and to communicate these in advance to the President. The process will include a “360 degree component,” allowing for confidential input to be sought and provided regarding the effectiveness of the President in achieving annual objectives and such other performance measures to be considered. Among other standards and criteria for evaluation, the Board shall consider the following: • • • • • • 9.4 Leadership, internal and external to the institution; Administrative effectiveness; Effectiveness at developing financial and other support for the institution; Communication; Physical and mental health; and Accomplishments and progress toward annual objectives established by the President and the Board. Transition Review. The Board and the President will develop a plan for evaluation of the President’s performance at the end of the President’s first year. 12 SECTION 10 POLICIES 10.1 President Authorized to Adopt Interim Policies. The Board authorizes the President to adopt interim policies or procedures to meet legal or operational requirements as needs arise, keeping the Board informed of such action. 10.2 Policy and Rule Development. All of the rules, regulations, policies and procedures governing the operation and organization of the University should, insofar as feasible, be contained in a file system maintained by the Office of the President of the University and his or her delegates. All such written statements approved by the Board and/or the President should, insofar as feasible, be kept current and up to date with amendments, revisions, and additions. These materials shall be maintained electronically and by such other means to ensure ease of public access. 10.3 Materials to be Maintained. All the following shall be maintained in this manner: • All adopted policies and procedures. • All portions of the Revised Code of Washington and the Washington Administrative Code which apply to WWU (indexed). • University rules adopted pursuant to the provisions of Chapter 34.05 RCW and other chapters providing rule-making authority (indexed). • Constitution and By-laws of the Faculty Senate. • Constitution and By-laws of the Associated Students of Western Washington University. • Constitution and by-laws and/or regulations of all other organizations, as directed by the Board. • The Faculty Handbook. • The Professional Staff Handbook. • The Board Rules of Operation, including the Charter of the Board Finance, Audit, and Enterprise Risk Management Committee. • Collective bargaining agreements pertaining to university faculty and staff. • The index maintained by the University Records Center. • The index recording all Delegations of Authority made by the Board of Trustees. 13 SECTION 11 INDUCTION AND ORIENTATION OF TRUSTEES The President, in consultation with the Chair of the Board, has the responsibility to meet with new Trustees as they are appointed. Together with members of the administration and staff, the President will provide the new Board member with information and material about the institution, its operation, and the nature of trusteeship. SECTION 12 PER DIEM No Trustee shall receive a salary or compensation as a Trustee. Trustees are authorized to receive per diem and mileage reimbursements as provided by law in Chapter 43.03 RCW. Unless otherwise directed by the Chair, per diem will normally be paid for each day during which a Trustee attends a Board or Committee meeting or is otherwise engaged in the conduct of duties at the request or invitation of the Chair or the President. (See Appendix A.) SECTION 13 AMENDMENTS TO BOARD RULES OF OPERATION These rules may be amended or repealed by a two-thirds majority vote of those members present and constituting a quorum of the Board. These rules may be suspended for a particular meeting or for a particular matter under consideration by a two-thirds majority vote of those members present and constituting a quorum of the Board. SECTION 14 EFFECTIVE DATE These amended rules become effective December 15, 2017. Board of Trustees Rules of Operation Amendment History Board of Trustee Rules of Operation --Effective January 1, 1990 Amd 020(3)(c) October 7, 1991 Amd 070(3) July 8, 1993 Amd 020(4) October 7, 1994 Amd 070(3) December 2, 1994 Amd 010(2)(3)(4) October 11, 1996 Amd 020(1)(2) October 11, 1996 Amd 020(3)a)--u) October 11, 1996 Amd 020(4)b)c) October 11, 1996 Amd 030 October 11, 1996 Amd 050(3)(5) October 11, 1996 Amd 060(1)(6) October 11, 1996 Amd 070(2)--(9) October 11, 1996 14 Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd Amd 080 October 11, 1996 090 October 11, 1996 100 October 11, 1996 110 October 11, 1996 030,060 August 7, 1998 060(1) October 4, 2002 020(3)q)-u) February 6, 2004 020(3)g) April 19, 2004 020(3)g) June 11, 2004 010(2)(3) October 8, 2004 020(2) October 8, 2004 020(3)g)l)m)n)r) October 8, 2004 050(2)(3) October 8, 2004 060(2)(10) October 8, 2004 070(3) October 8, 2004 080 October 8, 2004 090 October 8, 2004 110 October 8, 2004 entire set April 30, 2010 7.10 & 7.11 June 7, 2012 5.6 (b) June 14, 2013 5.6 (b) February 13, 2015 7.12 February 13, 2015 13 February 13, 2015 entire set December 15, 2017 Authority: RCW 28B.35.120 15 APPENDIX A Washington State Laws and Western Washington University Rules Applicable to Western Washington University 1. Washington State Laws These references are to chapters of law in the Revised Code of Washington (RCW). The links will take you to the Table of Contents for each chapter. The chapters can be “searched” for words. • Chapter 28B.10 RCW Colleges and universities generally http://apps.leg.wa.gov/RCW/default.aspx?cite=28B.10&full=true • Chapter 28B.15 RCW College and university fees http://apps.leg.wa.gov/RCW/default.aspx?cite=28B.15&full=true • Chapter 28B.35 RCW Regional universities http://apps.leg.wa.gov/RCW/default.aspx?cite=28B.35&full=true • Chapter 42.30 RCW Open public meetings act http://apps.leg.wa.gov/RCW/default.aspx?cite=42.30&full=true • Chapter 42.52 RCW Ethics in public service http://apps.leg.wa.gov/RCW/default.aspx?cite=42.52&full=true • Chapter 42.56 RCW Public records act http://apps.leg.wa.gov/RCW/default.aspx?cite=42.56&full=true • Chapter 28B.76 RCW Higher education coordinating board http://apps.leg.wa.gov/RCW/default.aspx?cite=28B.76&full=true • Chapter 28B.92 State student financial aid program http://apps.leg.wa.gov/RCW/default.aspx?cite=28B.92&full=true 16 • Chapter 28B.130 RCW Transportation demand management programs http://apps.leg.wa.gov/RCW/default.aspx?cite=28B.130&full=true • Chapter 34.05 RCW Administrative procedure act http://apps.leg.wa.gov/RCW/default.aspx?cite=34.05&full=true • Chapter 39.04 RCW Public works http://apps.leg.wa.gov/RCW/default.aspx?cite=39.04&full=true • Chapter 39.34 RCW Interlocal cooperation act http://apps.leg.wa.gov/Rcw/default.aspx?Cite=39.34&full=true • Chapter 40.14 RCW Preservation and destruction of public records http://apps.leg.wa.gov/RCW/default.aspx?cite=40.14&full=true • Chapter 41.06 RCW State civil service law http://apps.leg.wa.gov/RCW/default.aspx?cite=41.06&full=true • Chapter 41.58 RCW Public employment labor relations http://apps.leg.wa.gov/RCW/default.aspx?cite=41.58&full=true • Chapter 41.76 RCW Public four-year institutions of higher education – faculty labor relations http://apps.leg.wa.gov/RCW/default.aspx?cite=41.76&full=true • Chapter 42.56 RCW Public records act http://apps.leg.wa.gov/RCW/default.aspx?cite=42.56&full=true • Chapter 43.03 RCW Salaries and expenses http://apps.leg.wa.gov/rcw/default.aspx?cite=43.03&full=true 17 2. Washington State Administrative Rules These references are to Title 516 of the rules in the Washington Administrative Code (WAC) which pertain to WWU. The links will take you to the Table of Contents for each chapter. The chapters can be “searched” for words. • Chapter 516-04 Board of trustees http://apps.leg.wa.gov/wac/default.aspx?cite=516-04&full=true • Chapter 516-09 Public records http://apps.leg.wa.gov/wac/default.aspx?cite=516-09&full=true • Chapter 516-12 Parking and traffic regulations http://apps.leg.wa.gov/wac/default.aspx?cite=516-12&full=true • Chapter 516-13 Bicycles, mopeds, and other powered devices http://apps.leg.wa.gov/wac/default.aspx?cite=516-13&full=true • Chapter 516-15 Skateboards, foot scooters, skates, and other similar devices http://apps.leg.wa.gov/wac/default.aspx?cite=516-15&full=true • Chapter 516-21 Student rights and responsibilities code http://apps.leg.wa.gov/wac/default.aspx?cite=516-23&full=true • Chapter 516-24 General conduct http://apps.leg.wa.gov/wac/default.aspx?cite=516-24&full=true • Chapter 516-25 External affairs http://apps.leg.wa.gov/wac/default.aspx?cite=516-25&full=true • Chapter 516-26 Student records http://apps.leg.wa.gov/wac/default.aspx?cite=516-26&full=true • Chapter 516-28 Standards and procedures for involuntary administrative withdrawal of students at Western Washington University for behavior from mental disorders http://apps.leg.wa.gov/wac/default.aspx?cite=516-28&full=true 18 • Chapter 516-31 State Environmental Policy Act – Rule http://apps.leg.wa.gov/wac/default.aspx?cite=516-31&full=true • Chapter 516-34 Leasing of university property for business purposes http://apps.leg.wa.gov/wac/default.aspx?cite=516-34&full=true • Chapter 516-36 Use of university facilities – Scheduling http://apps.leg.wa.gov/wac/default.aspx?cite=516-36&full=true • Chapter 516-37 Use of university facilities – Libraries http://apps.leg.wa.gov/wac/default.aspx?cite=516-37&full=true • Chapter 516-38 Access to campus services http://apps.leg.wa.gov/wac/default.aspx?cite=516-38&full=true • Chapter 516-39 Media services http://apps.leg.wa.gov/wac/default.aspx?cite=516-39&full=true • Chapter 516-40 Course materials http://apps.leg.wa.gov/wac/default.aspx?cite=516-40&full=true • Chapter 516-56 University housing and dining http://apps.leg.wa.gov/wac/default.aspx?cite=516-56&full=true • Chapter 516-60 Admission and registration http://apps.leg.wa.gov/wac/default.aspx?cite=516-60&full=true • Chapter 516-108 Practice and procedure http://apps.leg.wa.gov/wac/default.aspx?cite=516-108&full=true • Chapter 516-133 Organization http://apps.leg.wa.gov/wac/default.aspx?cite=516-133&full=true • Chapter 516-400 Loss of eligibility – Student athletic participation http://apps.leg.wa.gov/wac/default.aspx?cite=516-400&full=true 19 APPENDIX B Finance, Audit, and Enterprise Risk Management Committee Charter Role The Finance, Audit, and Enterprise Risk Management (ERM) Committee of the Board of Trustees assists the Board of Trustees in fulfilling its responsibility for oversight of the following: • • • The integrity of the University’s financial operations, physical plant, and financial health; The quality and integrity of the accounting, auditing, and reporting practices of the University, with particular focus on effective internal controls, advising the University on business and financial risk as identified in any audit process, and compliance with significant applicable legal, ethical, and regulatory requirements; The identification, assessment, monitoring and response to enterprise risks, in fulfillment of the University’s mission and strategic plan. General Responsibilities The Committee serves in an advisory capacity to assure the demonstrable integrity, accountability, completeness, and effectiveness of University policies and their implementation, guided by analytical consideration of the magnitude of potential institutional risks and vulnerabilities. The Committee will provide strategic oversight of matters related to: • • • • • • • • • Financial performance of the institution; Plans for issuance of debt for long-term financing of capital projects; Financial statements of the University and other official financial information provided to the public; The system of internal controls, including compliance with applicable policies, procedures, and risk management; Integration of enterprise risk identification, assessment, response, and monitoring into existing decision-making strategic planning and budgeting processes; The annual independent audit process, including recommending to the Board the appointment, compensation, retention, and oversight of the independent auditors engaged to audit the financial statements of the University; The effectiveness of the internal audit program; Interactions with the state auditor, as appropriate; and, Undertake an annual evaluation of the Committee’s performance. The Committee will review and make recommendations to the Board to ensure sound financial and risk management, accurate financial reporting, and institutional compliance with applicable legal, ethical and regulatory requirements. The Committee’s duties do not replace or duplicate established responsibilities and delegations for University leadership and management. Further, the Committee does not act on behalf of the Western Washington University Board of Trustees, conduct hearings, or take testimony or public comment. 20 Membership The membership of the Committee consists of three trustees selected by the Board. The Committee’s liaison to the Board is the Chair of the Finance, Audit and ERM Committee. The Vice President for Business and Financial Affairs will generally serve as staff and primary liaison to the Committee except for the internal audit function for which the Director of Internal Audit shall be the staff and liaison to the Committee. The Committee shall include or have access to a financial expert as appropriate. Operations The Committee meets at least four times a year. Additional meetings may occur as the Committee, or its chair deems advisable. As appropriate, the Committee will invite members of the administration, faculty, staff or others to attend meetings and provide pertinent information. The Committee will cause to be kept adequate minutes of all its proceedings and will report on its actions and activities at the next meeting of the Board. Communications With respect to the Committee’s auditing functions, the internal auditor, independent auditors and state auditor report directly to the Committee. The Committee maintains free and open communication with the internal auditors, the independent auditors, the state auditor, and management, including periodic private sessions with each of these parties. Relationship between Finance, Audit and ERM Committee, University Leadership, Internal Auditor, Independent Auditors, and State Auditor The Committee relies on the expertise and knowledge of the University’s leadership team, the internal auditor, the independent auditors and the state auditor in carrying out its oversight responsibilities. The President of the University is responsible to the Board and with the counsel of the Committee for ensuring that internal controls are reasonable, and for determining that the University’s financial statements are complete, accurate and in accordance with generally accepted accounting principles. The independent auditors are responsible for auditing the University’s financial statements. The state auditor’s responsibilities are established by law and carried out pursuant to the policies and procedures dictated by the Washington State Auditor’s Office. The internal auditor is responsible for providing an independent appraisal function which evaluates the University’s activities to assist the Board of Trustees, President and University leadership team in the discharge of their oversight, management, and operating responsibilities. Responsibilities to be Evaluated in Annual Committee Performance Assessment In performing its audit oversight responsibilities, the Committee shall: General: 1. Review the coordination of audit efforts to ensure completeness of coverage, reduction of redundant efforts, the effective use of audit resources, and the use of independent auditors other than the state auditor. 21 2. Meet with the President in private session to discuss any matters the Committee or the President believes should be discussed privately. 3. Review policies and procedures with respect to transactions between the University and trustees, or affiliates of trustees. 4. Review with management and the independent auditor the effect of any regulatory and accounting initiatives, as well as off-balance-sheet structures, if any. Internal Controls, Risk Assessment and Financial Reporting: 1. Inquire of the University leadership team, the internal auditor, the independent auditors and the state auditor about significant risks or exposures, review the University’s policies and processes for risk assessment and risk management, and assess the steps management has taken to control such risk to the University. 2. Consider and review the University’s internal controls with management and appropriate auditors related to: a. The University’s assessment of the effectiveness of its internal controls and any auditor’s attestation and report on the University’s assessment. b. The adequacy of the University’s internal controls including computerized information system controls and security. c. Any related significant internal control findings and recommendations of the independent auditors or state auditor together with management responses. 3. Periodically, review with the President and the appropriate auditors the University’s critical accounting policies. 4. Review and oversee procedures for (a) receipt, retention and treatment of complaints received by the University regarding accounting, internal accounting controls, and auditing matters; and (b) the confidential, anonymous submission of employee concerns regarding accounting or auditing matters. Internal Audit Program: 1. Annually review the Internal Audit Charter and make recommendations to the Board of Trustees. 2. Participate in the annual audit planning risk assessment process. Review and make recommendation to the Board of Trustees for approval of the risk-based annual audit plan. 3. At least four times a year on such dates as specified by the Committee Chair, receive updates from the Office of the Internal Auditor on the status of the annual audit plan and other matters. Receive and review all reports issued by the Office of the Internal Auditor and ensure that management responds appropriately to issues raised. 22 4. Ensure that the internal audit function has an external quality assurance review every five years at a minimum or a lesser period of time at the discretion of the Committee. Review the results of the independent external quality assurance review and periodic internal assessments, and monitor the implementation of the action plans to address recommendations raised. 5. Review and concur with the President on the appropriate organizational structure, staffing and budget for the Office of the Internal Auditor to ensure functional independence and to enable it to effectively carry out the internal audit program’s responsibilities. 6. Review and make recommendations as appropriate related to the President’s appointment, evaluation, replacement, reassignment, remuneration or dismissal of the Director of the Office of the Internal Auditor. 7. Meet with the Director of the Office of the Internal Auditor in private session to discuss any matters the Committee or internal audit believes should be discussed privately. External Audit Activities: 1. Recommend to the Board of Trustees the appointment or replacement of the independent auditors and approve the terms on which the independent auditors are engaged for the ensuing fiscal year. The Committee shall solicit the input of management in the selection process. 2. Evaluate the independent auditors’ qualifications, performance, and independence, including that of the lead partner. 3. Pre-approve any non-audit services provided by the independent auditors, including tax services. 4. Ensure the periodic rotation of lead or concurring partner for the independent auditor and establish appropriate interval for rotation. 5. Resolve any disagreements between management and the independent and/or state auditors. 6. Ensure receipt from the independent auditors of a formal written statement delineating all relationships between the auditors and the University or any other matter that may impact the objectivity and independence of the auditors. 7. Review with the independent auditor, state auditor and University President the scope and plan for the various audits. 8. Upon completion of each audit performed by the independent and state auditors, conduct a detailed review of the audit report with management and the appropriate auditor and discuss any significant findings, recommendations, and management’s responses. 9. Review with management, the independent auditor and state auditor, all matters required to be communicated with the Committee under generally accepted auditing 23 standards. 10. Inquire of the independent and state auditors any difficulties encountered in the course of audits, including any restrictions on the scope of work or access to required information. 11. Meet with the independent auditors and state auditor in private sessions to discuss any matters the Committee or the auditors believe should be discussed privately with the Audit Committee, and report the results of such meetings to management. In order to assure independence, private sessions shall be held at least once a year. 12. Receive and review all outside audit, investigation and regulatory findings and reports of the University including, but not limited to, those from the State Auditor’s Office Whistleblower Program, Executive Ethics Board, and Internal Revenue Service. Ensure that management responds appropriately to issues raised. Approved by the Board of Trustees April 22, 2005 Revision Approved by Board of Trustees August 3, 2007 Revision Approved by Board of Trustees June 11, 2010 Draft Revision – December 6, 2017 24 WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: President Sabah Randhawa DATE: Friday, December 15, 2017 SUBJECT: Consent Items PURPOSE: Action Items Purpose of Submittal: Approval of the university recommendations provided on the consent item agenda. Proposed Motion(s): MOVED, that the Board of Trustees of Western Washington University, upon the recommendation of the president, approve the following consent items: • • • Approval of Fall Quarter Degrees Final approval of Acquisition of SEA Discovery Center Facility and Property, and Delegation of Authority to Execute Transfer Approval of the Interlocal Agreement between the Department of Ecology and WWU WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: President Sabah Randhawa by Provost Brent Carbajal DATE: December 15, 2017 SUBJECT: Approval of Fall Quarter Degrees PURPOSE: Action Item Purpose of Submittal: Board of Trustees responsibility to approve awarding of degrees Proposed Motion: MOVED, that the Board of Trustees of Western Washington University, on recommendation of the faculty and subject to the completion of any unmet requirements, approves awarding undergraduate and graduate degrees to the candidates listed in the files of the Registrar and Graduate Dean, for Fall Quarter 2017, effective December 16, 2017. Supporting Information: Lists on file with the Registrar and Graduate Dean. Students Undergraduates Masters December 2017 739 37 Comparison: December 2016 696 28 WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: President Sabah Randhawa DATE: December 15, 2017 SUBJECT: Final Approval of Acquisition of SEA Discovery Center Facility and Property, and Delegation of Authority to Execute Transfer PURPOSE: Action Item Purpose of Submittal: To obtain approval from the Board for the acquisition of the SEA Discover Center Facility and Property, and to obtain delegation of authority to execute the transfer. Proposed Motion: MOVED, that the Board of Trustees of Western Washington University will acquire from the city of Poulsbo the Marine Science Center, now named the Western Washington University SEA Discovery Center, for the sum of $1.00. The property will be used as an education facility that supports the mission and values of the University while bringing educational resources and benefits to Poulsbo and the surrounding region. The Board hereby authorizes the President and his designees to negotiate and execute such documents as may be necessary or appropriate for the purpose of accomplishing closure of this transaction. WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: President Sabah Randhawa on behalf of Provost Brent Carbajal DATE: Friday, December 15, 2017 SUBJECT: Approval of the Interlocal Agreement between the Department of Ecology and WWU PURPOSE: Action Item Purpose of Submittal: To obtain approval from the Board for an interlocal agreement between the Department of Ecology and Western Washington University. Proposed Motion: MOVED, that the Board of Trustees of Western Washington University, upon recommendation of the President, approve the Interlocal Agreement between the Department of Ecology and Western Washington University as proposed in the attached. Points to Consider: • This is a continuation of an interlocal agreement from 2015. • This new agreement invokes the Interlocal Cooperation Act (39.34 RCW), which requires Board approval. Supporting Information: This is an ongoing project which started in 2015, and now requires approval by the Board of Trustees. Nothing about the agreement is changing, but we are asking for a renewal including it being funded again as it was. The Department of Ecology continuing funding for a faculty member for work that is already ongoing. WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: President Sabah Randhawa DATE: December 15, 2017 SUBJECT: Approval to Amend Chapter 516-09 WAC, Public Records, to Update Public Records Definition, Allow Fees for Certain Costs and Waivers Thereto, and Other Housekeeping Changes PURPOSE: Action Item Purpose of Submittal: To obtain approval from the Board to adopt the proposed amendments to Chapter 516-09 Washington Administrative Code (WAC), Public Records. Proposed Motion: MOVED, that the Board of Trustees of Western Washington University, upon recommendation of the President, approve the adoption of the proposed amendments, as attached, to the Washington Administrative Code, Chapter 516-09, Public Records, as filed in the Washington State Register, WSR 17-21-023. Points to Consider: Review of Chapter 516-09 WAC, Public Records, was in response to legislative amendments to RCW 42.56, Public Records Act that became effective July 23, 2017. During the summer of 2017, committee members Kerena Higgins, Assistant Attorney General; Rob Olson, Assistant Attorney General; Paul Mueller, Director, Risk, Compliance and Policy Services; Dolapo Akinrinade, Public Records Officer; and Jennifer Sloan, Rules Coordinator, met to review and update Chapter 516-09 WAC. The review of stakeholders included the following groups: President’s Cabinet and the Technical Review Committee. Legislative changes included: new provisions that allow state agencies to charge for providing electronically produced public records; permit state agencies to deny frequent, automatically generated requests for public records, as well as deny requests that are for all or substantially all public records of an agency. The legislature also included language that if an agency charges for records it must go through an analysis of costs associated with providing records and develop a fee schedule, or if the process to determine costs is unduly burdensome, then the agency may adopt the State’s fee schedule. In order to implement the legislative changes, the university must amend its WAC. Summary of changes: • WAC 516-09-020 – Removed other university education centers named in this section. The university may establish additional centers in the future and may cause a need to revise the WAC to accommodate those changes. Removed the web address and directed requesters to where the information is located (public records office or university archives). • WAC 516-09-03001 – Updated the definition of public records to mirror RCW 42.56.010(3) Public record definition. The revision also includes that a public record does not include records that are not otherwise required to be retained by the agency and are held by volunteers who do not serve in an administrative role or have not been appointed to an agency board. • WAC 516-09-040 – Added new language adopted by the legislature that allows an agency to deny a request that is for all or substantially all agency records, or a request that is frequent and automatically generated. • WAC 516-09-070 – Updated costs of providing public records to incorporate the new charges allowed under RCW 42.56.120 and to include when costs may be waived. With this revision, the university is adopting the fee schedule approved by the legislature on July 23, 2017. Western followed its permanent rule making process in the development of these revisions, which included filing appropriate documents with the Washington State Office of the Code Reviser, stakeholder review and drafting, Technical Review Committee review, President’s Cabinet approvals, a public hearing, and legal notices for the media. Supporting Information: Attachment 1 – Chapter 516-09 WAC, Public Records, with amendments Attachment 2 – Hearing Officer’s Report Attachment 3 – Audio recording of public hearing - http://www.ustream.tv/recorded/109977127 AMENDATORY SECTION (Amending WSR 16-09-114, filed 4/20/16, effective 5/21/16) WAC 516-09-020 Agency description—Contact information—Public records officer. (1) Western Washington University is an institution of higher education, authority for which is located in chapter 28B.35 RCW. The administrative offices of the university are located at the university's main campus at Bellingham, Washington. ((The university also has education centers in Seattle, Everett, Mountlake Terrace, Shoreline, Bremerton, Oak Harbor, Anacortes, and Port Angeles.)) (2) Any person wishing to request access to public records of the university, or seeking assistance in making such a request, should contact the university's public records officer located at the main campus listed below: Public Records Officer Western Washington University 516 High Street Bellingham, WA 98225 Phone: 360-650-2728 Fax: 360-650-4228 10/9/2017 3:31 PM [ 1 ] NOT FOR FILING OTS-9131.1 Current contact information and additional information regarding release of public records can be found ((on the university web site at http://www.wwu.edu/publicrecords/index.shtml)) online at the public records officer's web site. (3) The public records officer will oversee compliance with the act but another university staff member may process the request. Therefore, these rules will refer to the public records officer or "designee." The public records officer or designee and the university will provide the "fullest assistance" to requestors; ensure that public records are protected from damage or disorganization; and prevent fulfilling public records requests from causing excessive interference with essential functions of the university. [Statutory Authority: RCW 28B.35.120(12) and 42.56.100. WSR 16-09-114, § 516-09-020, filed 4/20/16, effective 5/21/16; WSR 08-01-106, § 51609-020, filed 12/18/07, effective 1/18/08.] AMENDATORY SECTION (Amending WSR 08-01-106, filed 12/18/07, effective 1/18/08) WAC 516-09-030 Availability of public records. (1) Hours for inspection of records. Public records are available for inspection and copying during normal business hours of the university in the presence 10/9/2017 3:31 PM [ 2 ] NOT FOR FILING OTS-9131.1 of university staff. For the purposes of this chapter, the normal business hours for the public records office are from 9:00 a.m. to noon and from 1:00 p.m. to 4:00 p.m., Monday through Friday, excluding university holidays. Other hours of inspection may be arranged if the requestor and the public records officer or designee agree on a different time. Records must be inspected at the offices of the university in the presence of university staff. (2) Index of records. The Western Washington University records retention schedule is the index of records ((created after June 30, 1990. Links to many of these schedules can be located at http://www.wwu.edu/depts/recmgmt/)) and is available online at the university archives and records management web site. (3) ((Organization of records. The university will maintain its records in a reasonably organized manner. The university will take reasonable actions to protect records from damage and disorganization.)) A requestor shall not take university records from university offices without the permission of the public records officer or designee. Certain records are available on the university web site ((at www.wwu.edu)). Requestors are encouraged to view the documents available on the web site prior to submitting a records request. (4) Making a request for public records. 10/9/2017 3:31 PM [ 3 ] NOT FOR FILING OTS-9131.1 (a) Any person wishing to inspect or copy public records of the university must make the request in writing on the university's request form((, appended to this chapter and)) located at ((http://www.library.wwu.edu/info/pubrecords_request.pdf)) the public records officer's web site; or by letter, email, or fax addressed to the public records officer and including the following information: (i) Name of requestor; (ii) Address of requestor; (iii) Other contact information, including telephone number and any email address; (iv) Date and time of the request; (v) Identification of the public records adequate for the public records officer to locate the records; and (vi) A verification that the records requested shall not be used to compile a commercial sales list. 10/9/2017 3:31 PM [ 4 ] NOT FOR FILING OTS-9131.1 (( )) 10/9/2017 3:31 PM [ 5 ] NOT FOR FILING OTS-9131.1 (b) If the requestor wishes to have copies of the records made instead of simply inspecting them, he or she should so indicate and make arrangements to pay for copies of the records ((or a deposit. Pursuant to RCW 42.56.120, standard photocopies will be provided at a rate of no more than fifteen cents per page, or such amount as may be established in law)) per WAC 516-09-070. [Statutory Authority: RCW 28B.35.120(12) and 42.56.100. WSR 08-01-106, § 516-09-030, filed 12/18/07, effective 1/18/08.] AMENDATORY SECTION (Amending WSR 08-01-106, filed 12/18/07, effective 1/18/08) WAC 516-09-03001 "Public record" defined. ((Courts use a threepart test to determine if a record is a "public record." The document must be: A "writing,")) A public record includes any writing containing information (("))relating to the conduct of government((")) or the performance of any governmental or proprietary function, (("))prepared, owned, used, or retained((" by an)) by any state agency((.1 (1) Writing. A "public record" can be any writing "regardless of physical form or characteristics." RCW 42.17.020(41). "Writing" is defined very broadly as: "…handwriting, typewriting, printing, photostating, photographing, and every other means of recording any form of 10/9/2017 3:31 PM [ 6 ] NOT FOR FILING OTS-9131.1 communication or representation, including, but not limited to, letters, words, pictures, sounds, or symbols, or combination thereof, and all papers, maps, magnetic or paper tapes, photographic films and prints, motion picture, film and video recordings, magnetic or punched cards, discs, drums, diskettes, sound recordings, and other documents including existing data compilations from which information may be obtained or translated." RCW 42.17.020(48). An email is a "writing." (2) Relating to the conduct of government. To be a "public record," a document must relate to the "conduct of government or the performance of any governmental or proprietary function." RCW 42.17.020(41). Almost all records held by an agency relate to the conduct of government; however, some do not. A purely personal record having absolutely no relation to the conduct of government is not a "public record." Even though a purely personal record might not be a "public record," a record of its existence might be. For example, a record showing the existence of a purely personal email sent by an agency employee on an agency computer would probably be a "public record," even if the contents of the email itself were not.2 (3) "Prepared, owned, used, or retained." A "public record" is a record "prepared, owned, used, or retained" by an agency. RCW 42.17.020(41). 10/9/2017 3:31 PM [ 7 ] NOT FOR FILING OTS-9131.1 A record can be "used" by an agency even if the agency does not actually possess the record. If an agency uses a record in its decision-making process, it is a "public record."3 For example, if an agency considered technical specifications of a public works project and returned the specifications to the contractor in another state, the specifications would be a "public record" because the agency "used" the document in its decision-making process.4 The agency could be required to obtain the public record, unless doing so would be impossible. An agency cannot send its only copy of a record to a third party for the sole purpose of avoiding disclosure.5 Sometimes agency employees work on agency business from home computers. These home computer records (including email) were "used" by the agency and relate to the "conduct of government" so they are "public records." RCW 42.17.020(41). However, the act does not authorize unbridled searches of agency property.6 If agency property is not subject to unbridled searches, then neither is the home computer of an agency employee. Yet, because the home computer documents relating to agency business are "public records," they are subject to disclosure (unless exempt). Agencies should instruct employees that all public records, regardless of where they were created, should eventually be stored on agency computers. Agencies should ask employees to keep 10/9/2017 3:31 PM [ 8 ] NOT FOR FILING OTS-9131.1 agency-related documents on home computers in separate folders and to routinely blind carbon copy ("bcc") work emails back to the employee's agency email account. If the agency receives a request for records that are solely on employees' home computers, the agency should direct the employee to forward any responsive documents back to the agency, and the agency should process the request as it would if the records were on the agency's computers. Notes: Confederated Tribes of the Chehalis Reservation v. Johnson, 135 Wn.2d 734, 748, 958 P.2d 260 (1998). For records held by the secretary of the senate or chief clerk of the house of representatives, a "public record" is a "legislative record" as defined in RCW 40.14.100. RCW 42.17.020(41). 2 Tiberino v. Spokane County Prosecutor, 103 Wn. App. 680, 691, 13 P.3d 1104 (2000). 3 Concerned Ratepayers v. Public Utility Dist. No. 1, 138 Wn.2d 950, 958-61, 983 P.2d 635 (1999). 4 Id. 5 See Op. Att'y Gen. 11 (1989), at 4, n.2 ("We do not wish to encourage agencies to avoid the provisions of the public disclosure act by transferring public records to private parties. If a record otherwise meeting the statutory definition were transferred into private hands solely to prevent its public disclosure, we expect courts would take appropriate steps to require the agency to make disclosure or to sanction the responsible public officers.") 6 See Hangartner v. City of Seattle, 151 Wn.2d 439, 448, 90 P.3d 26 (2004).)) 1 regardless of physical form or characteristics. This definition does not include records that are not otherwise required to be retained by the agency and are held by volunteers who do not serve in an administrative capacity; have not been appointed by the agency to an agency board, commission, or internship; and do not have a supervisory role or delegated agency authority. [Statutory Authority: RCW 28B.35.120(12) and 42.56.100. WSR 08-01-106, § 516-09-03001, filed 12/18/07, effective 1/18/08.] 10/9/2017 3:31 PM [ 9 ] NOT FOR FILING OTS-9131.1 AMENDATORY SECTION (Amending WSR 08-01-106, filed 12/18/07, effective 1/18/08) WAC 516-09-040 Processing of public records requests—General. (1) Providing "fullest assistance." The university is charged by statute with adopting rules which provide for how it will "provide full access to public records," "protect records from damage or disorganization," "prevent excessive interference with the essential functions of the agency," provide "fullest assistance" to requestors, and provide the "most timely possible action" on public records requests. The public records officer or designee will process requests in the order allowing the most requests to be processed in the most efficient manner. (2) Acknowledging receipt of request. Within five business days of receipt of the request, the public records officer or designee will do one or more of the following: (a) Make the records available for inspection or copying; (b) If copies are requested and payment for the copies, if any, is made or terms of payment are agreed upon, send the copies to the requestor; 10/9/2017 3:31 PM [ 10 ] NOT FOR FILING OTS-9131.1 (c) Provide a reasonable estimate of when records will be available; (d) If the request is unclear or does not sufficiently identify the requested records, request clarification from the requestor. Such clarification shall be requested and provided in writing by mail or fax. Based upon that clarification, the public records officer or designee may revise the estimate of when records will be available; or (e) Deny the request. (i) A request for all or substantially all records is not a valid request for identifiable records and will be denied. RCW 42.56.080(2). (ii) A bot request that is one of multiple requests from the requestor to the agency within a twenty-four-hour period will be denied. A "bot request" means a request for public records that an agency reasonably believes was automatically generated by a computer program or script. RCW 42.56.080(2). (3) Consequences of failure to respond. If the university does not respond in writing within five business days of receipt of the request for disclosure, the requestor should consider contacting the public records officer to determine the reason for the failure to respond. 10/9/2017 3:31 PM [ 11 ] NOT FOR FILING OTS-9131.1 (4) Informing persons of records request. In the event that the request seeks records of named persons to whom the records pertain, the public records officer may, prior to providing records, give notice to such persons named in the request whose rights may be affected by the disclosure. The notice to the affected persons will include a copy of the request. (5) Records exempt from disclosure. Some records are exempt from disclosure, in whole or in part. If the university believes that a record is exempt from disclosure and should be withheld, the public records officer will state the specific exemption and provide a brief explanation of why the record or a portion of the record is being withheld. If only a portion of a record is exempt from disclosure, but the remainder is not exempt, the public records officer will redact the exempt portions, provide the nonexempt portions, and indicate to the requestor why portions of the record are being redacted. (6) Inspection of records. (a) Consistent with other demands, the university shall promptly provide space to inspect public records in the presence of university staff. No member of the public may remove a document from the viewing area or disassemble or alter any document. The requestor shall indicate which documents he or she wishes the university to copy. 10/9/2017 3:31 PM [ 12 ] NOT FOR FILING OTS-9131.1 (b) The requestor must claim or review the assembled records within thirty days of the university's notification to him or her that the records are available for inspection or copying. The university will notify the requestor in writing of this requirement and inform the requestor that he or she should contact the university to make arrangements to claim or review the records. If the requestor or a representative of the requestor fails to claim or review the records within the thirty-day period or make other arrangements, the university may close the request. Other public records requests can be processed ahead of a subsequent request by the same person for the same or almost identical records, which can be processed as a new request. (7) Providing copies of records. After inspection is complete, the public records officer or designee shall make any copies of records requested by the requestor or arrange for copying. (8) Providing records in installments. When the request is for a large number of records, the public records officer or designee will provide access for inspection and copying in installments, if he or she reasonably determines that it would be practical to provide the records in that way. If, within thirty days, the requestor fails to inspect the entire set of records or one or more of the installments, 10/9/2017 3:31 PM [ 13 ] NOT FOR FILING OTS-9131.1 the public records officer or designee may stop searching for the remaining records and close the request. (9) Completion of inspection. When the inspection of the requested records is complete and all requested copies are provided, the public records officer or designee will indicate that the university has completed a diligent search for the requested records, made any located nonexempt records available for inspection, and provided copies. (10) Closing withdrawn or abandoned request. When the requestor either withdraws the request or fails to fulfill his or her obligations to inspect the records or pay the deposit or final payment for the requested copies, the public records officer will close the request and indicate to the requestor that the university has closed the request. (11) Later discovered documents. If, after the university has informed the requestor that it has provided all available records, the university becomes aware of additional documents existing at the time of the request, it will promptly inform the requestor of the additional documents and will make them available for inspection or provide copies upon payment on an expedited basis. [Statutory Authority: RCW 28B.35.120(12) and 42.56.100. WSR 08-01-106, § 516-09-040, filed 12/18/07, effective 1/18/08.] 10/9/2017 3:31 PM [ 14 ] NOT FOR FILING OTS-9131.1 AMENDATORY SECTION (Amending WSR 08-01-106, filed 12/18/07, effective 1/18/08) WAC 516-09-070 Costs of providing copies of public records. (((1))) Costs for providing copies. (((a) Costs for paper copies. There is no fee for inspecting public records. A requestor may obtain standard black and white photocopies for fifteen cents per page. Before beginning to make the copies, the public records officer or designee may require a deposit of up to ten percent of the estimated costs of copying all the records selected by the requestor. The public records officer or designee may also require payment of the costs of copying an installment before providing that installment. The university will not charge sales tax when it makes copies of public records. (b) Costs for duplicating electronic and other records. The university may charge actual costs for special arrangements necessary for providing copies of records when required by the requestor, e.g., costs of color copying, over-sized records, tapes, CDs, or records in other formats. Prior to making duplicate copies)) Calculating the actual costs of charges for providing public records is unduly burdensome because it will consume scarce university resources to conduct a 10/9/2017 3:31 PM [ 15 ] NOT FOR FILING OTS-9131.1 study of actual costs, and it is difficult to accurately calculate all costs directly incident to copying records, including equipment and paper costs, data storage costs, electronic production costs, and staff time for copying and sending requested records. Instead of calculating the actual costs of charges for records, the public records officer shall establish, maintain, and make available for public inspection and copying a statement of costs that the university charges for providing photocopies or electronically produced copies of public records, and such charges for records shall not exceed the maximum default charges allowed in RCW 42.56.120 (2)(b). The university may also use any other method authorized by the Public Records Act for imposing charges for public records including, but not limited to, charging a flat fee, charging a customized service charge, or charging based on a contract, memorandum of understanding, or other agreement with a requestor. Fees may be waived when the public records officer determines collecting a fee is not cost effective for the university. Prior to providing records, the public records officer or designee may request ((a deposit of ten percent of)) the estimated cost of reproduction. (((2) Costs of mailing. The university may also charge actual costs of mailing, including the cost of the shipping container. 10/9/2017 3:31 PM [ 16 ] NOT FOR FILING OTS-9131.1 (3) Payment. Payment may be made by cash, check, or money order to the university.)) [Statutory Authority: RCW 28B.35.120(12) and 42.56.100. WSR 08-01-106, § 516-09-070, filed 12/18/07, effective 1/18/08.] 10/9/2017 3:31 PM [ 17 ] NOT FOR FILING OTS-9131.1 WWU RULE-MAKING REVIEW Hearing Officer’s Report Chapter 516-09 WAC, Public Records On November 21, 2017, at 12:00 p.m., in Old Main 340, a public hearing was held on a proposal to amend Chapter 516-09 WAC, Public Records. The hearing was conducted by Jennifer Sloan, Rules Coordinator. The hearing was held pursuant to the authority provided in the Revised Code of Washington, Open Public Meetings Act, and Administrative Procedures Act. The testimony and Hearing Officer’s Report are provided to the university’s president for consideration of the permanent rule change. Upon approval, the proposed rule is presented to the Board of Trustees for adoption and is effective 31 days after filing with the Code Reviser’s Office. Notice of Hearing Notice of public hearing was published in the November 1, 2017 issue of the Washington State Register (17-21-023). Notice of hearing was also published November 1, 2017 on the university’s online newsletter, Western Today, and published in the campus newspaper, Western Front, on October 31, 2017. Hearing Attendance Paul Mueller, Director, Risk, Compliance & Policy Services; Dolapo Akinrinade, Public Records Officer; Matthew Tangeman, Western Front; and Rob Olson, Assistant Attorney General. A copy of the sign-in roster is attached. Background Review of Chapter 516-09 WAC, Public Records was in response to legislative amendments to RCW 42.56, Public Records Act that became effective July 23, 2017. During the summer of 2017, committee members Kerena Higgins, AAG; Rob Olson, AAG; Paul Mueller, Director, Risk, Compliance & Policy Services; Dolapo Akinrinade, Public Records Officer; and Jennifer Sloan, Rules Coordinator met to review and update Chapter 516-09 WAC. The review of stakeholders included the following groups: President’s Cabinet and the Technical Review Committee. Overview Dolapo Akinrinade, began the hearing by providing an overview of the legislative changes that in turn led to review and amendments to Chapter 516-09 WAC. Legislative changes included, but are not limited to: new provisions that allow state agencies to charge for providing electronically produced public records; permit state agencies to deny frequent, automatically generated requests for public records as well as deny requests for all or substantially all public records of an agency. Hearing Officer’s Report Chapter 516-09 WAC Page 2 Ms. Akinrinade discussed the following amendments to sections in Chapter 516-09 WAC: • WAC 516-09-020 – Removed other university education centers named in this section. The university may establish additional centers in the future and may cause a need to revise the WAC to accommodate those changes. Removed web address and directed requester to where the information is located (public records office or university archives). • WAC 516-09-03001- Updated definition of public records to mirror RCW 42.56.010 (3) Public record definition. The revision also includes that a public record does not include records that are not otherwise required to be retained by the agency and are held by volunteers who do not serve in administrative role or have not been appointed to an agency board. • WAC 516-09-040 – Added new language adopted by the legislature that allows an agency to deny a request that is for all or substantially all agency records, or a request that is frequent and automatically generated. • WAC 516-09-070 – Updated costs of providing public records to incorporate the new charges allowed under RCW 42.56.120 and to include when costs may be waived. With this revision, the university is adopting the fee schedule approved by the legislature on July 23, 2017. Testimony The Rules Coordinator reported that no written testimony was received. Audience Comments and Questions There were no audience comments or questions and no further testimony was given. The hearing adjourned at 12:06 p.m. Conclusion Considering the legislative update to RCW 42.56, Public Records Act, effective July 23, 2017, I recommend the following:  That President Randhawa approve amended Chapter 516-09 WAC, Public Records; and further, that the proposed rule changes be brought before the Board of Trustees for its consideration. Hearing Officer’s Report Chapter 516-09 WAC Page 3 Respectfully submitted, Jennifer Sloan Rules Coordinator JS Attachments: Public Hearing Sign-In Sheet Audio Recording of Public Hearing - http://www.ustream.tv/recorded/109977127 Chapter 516-09 WAC – Current rule Chapter 516-09 WAC – Final Draft of Proposed Rule WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: President Sabah Randhawa Vice Presidents DATE: December 15, 2017 SUBJECT: Diversity, Equity and Inclusion – Continuing the Conversation PURPOSE: Discussion Item Purpose of Submittal: To provide a brief overview on topics to include: • • • Higher Education Research Institute (HERI) Survey Results Student Right-to-Know and Cleary Act The Commission on Gender Equity and The Council for Equity, Inclusion and Social Justice Supporting Material: • • • Link: 2017 HERI Campus Climate Assessment Summary Report for Faculty, Students, and Staff Student Right to Know – Cleary Act Report Update on Western’s Diversity Initiatives WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: President Sabah Randhawa by Vice President Melynda Huskey, Enrollment and Student Services Vice President Richard Van Den Hul, Business and Financial Affairs DATE: December 15, 2017 SUBJECT: Student Right-to-Know and Clery Act PURPOSE: Discussion Item Purpose of Submittal: Provide the Board of Trustees with information regarding Western Washington University’s compliance with the federal Jeanne Clery Disclosure of Campus Security Policy and Campus Crime Statistics Act. Western Washington University Security and Fire Safety Report Update December 2017 Background: In November 1990, the Jeanne Clery Disclosure of Campus Security Policy and Campus Crime Statistics Act (referred to as the “Clery Act”) was signed into law. As a result, all institutions participating in federal student aid programs are required to:  Prepare and distribute an annual security and fire safety report covering the last calendar year to all members of the campus community (http://www.wwu.edu/vpess/annualsafetyreport.shtml) which sets forth the law enforcement authority of campus police, includes information on where and how crimes should be reported, and discloses three years’ worth of crime trends including alcohol and other drugrelated statistics, arrests, and disciplinary referrals for the campus, areas immediately adjacent to or running through the campus, and certain non-campus facilities including leased housing and remote classrooms; and  Provide timely warning to the campus community of crimes which may pose a threat to the safety and/or welfare of students and employees. In 2017, the Western Alert System, through which timely warnings are conveyed, was utilized on several occasions to send messages to the campus community regarding safety concerns and inclement weather warnings. The system is tested during fall and spring quarters, when the majority of students are on campus. Security and Fire Safety Report: All information that Western is required to distribute annually to the campus community under state and/or federal mandates is compiled into one publication, the Security and Fire Safety Report. Published each September, the report includes educational materials, key policies and procedures, resources for students and employees, and an annual summary of campus crime and residence hall fire statistics.  The Clery Act specifies the crimes/violations that are to be published. These are reflected in the 2017-18 Security and Fire Safety Report, on pages 16-19 and include newer categories as required by federal law. Campus Security Authorities: Staff members who have “significant responsibility for student and campus activities” are required to document any Clery Act-designated crime reported to them for inclusion in Western’s annual campus crime statistics. Western has identified staff members whose positions fall under the Department of Education’s definition of campus security authorities (CSAs). Reports submitted by CSAs are forwarded to University Police for follow-up and verification. A workgroup convened in 2016-17 to revise the list of CSAs and to better enhance CSAs’ training about reporting requirements. We continue to provide training and support for CSAs. Prevention and outreach efforts Western has continued its commitment to actively provide outreach and educational programming to the Western community. Prevention and Wellness Services has been providing, and continues to provide, training on bystander intervention to varsity athletic teams, club sports, and to all students via an online tutorial. Programs to prevent domestic violence, dating violence, sexual assault, and stalking are provided to the Associated Students Board and Resource and Outreach Programs Coordinators; University Police; Resident Advisors; students studying abroad (during pre-departure); international students; Peer Health Educators and peer advisors from a variety of programs, and Resident Advisors in our residence halls, and through faculty request to a variety of academic classes. In addition, these prevention efforts are being augmented in order to meet the new requirements in the Campus Sexual Assault Violence Elimination Act (SaVE Act) provision of the Violence Against Women Reauthorization Act (revised 2014). Information about prevention efforts can be found on pages 7- 8. During the 2015-16 academic year, all new WWU students were required to participate in the HAVEN violence prevention on-line training; this requirement continued in 2016-17 and is permanent. HAVEN is an interactive training where students have the opportunity to increase skills in creating healthy relationships, explore the importance of consent, and identify the many ways they can help to create a safe campus community. HAVEN also empowers students to be active bystanders by teaching the skills needed to help prevent sexual violence. It gives the information needed to identify risky situations and offers skills to increase safety for themselves, friends and the community. Students also learn about Western’s resources, reporting options and policies regarding sexual violence. Distribution of report A link to the report is emailed to each student and employee in September. This email also contains information about the student conduct code (https://wp.wwu.edu/officeofstudentlife/reporting-aconcern-making-a-complaint/); information about sexual violence - including resources and reporting options (https://wp.wwu.edu/sexualviolence/); and, general safety resources (http://www.wwu.edu/campus-safety-resources). WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: President Sabah Randhawa and Provost Brent Carbajal DATE: December 15, 2017 SUBJECT: Update on Western’s Diversity Initiatives PURPOSE: Discussion Item Purpose of Submittal: Provide the Board of Trustees with update on Western Washington University’s Diversity Initiatives. Last Fall we provided an update on a number of new diversity-related initiatives at Western. As we approach the end of our strategic planning process and begin implementation of the plan in the New Year, one thing is clearer than ever: creating and sustaining a more diverse, welcoming and inclusive community for current and future students, faculty and staff is absolutely central to advancing our mission as a university. For, at the core of that mission lies our commitment to advancing inclusive success: not only welcoming more students from first generation and diverse backgrounds to Western, but ensuring that they persist and graduate at the same rates as those from backgrounds that have traditionally had more access to higher education. Although there are many dimensions along which we will measure our success in increasing diversity and inclusion at Western, this is a particularly powerful metric because it is so central to everything that we do in a residential community of learning and scholarship. If we are truly successful in eliminating achievement gaps for diverse students, this success will be due to fostering a more inclusive Western, where the diversity to which we aspire is reflected among the faculty and staff, and the institutional culture is one in which people of all identities feel respected, supported, and valued to the same degree as their colleagues. This work begins and ends in humility, with a recognition of the great distance we have yet to go and the ongoing nature of the challenges we face as a society and as an institution. Just one recent example brings home the urgency: There have been multiple incidents this Fall involving hateful and threatening anti-Islamic graffiti on the public message boards on the first floor of Haggard Hall West. University Police and the Equal Opportunity Office are tracking these incidents and have been working to identify the perpetrator(s), but given the open access to the hallway we do not know whether they are from the on- or off-campus community. What we do know is that this kind of hateful and loathsome expression has no place at Western and does not represent what we are about. If you have information about these or other bias incidents, or seek referral to support services such as counseling, please contact the Equal Opportunity Office at 360-650-3307. That our Muslim students and colleagues deserve an environment free from harassment and discrimination should go without saying. The fact that fear of such harassment is a common companion for them, and for other diverse members of our community, confirms that we must be more effective as an institution and as a community in improving our climate. To that end, we are pleased to announce the creation of two new groups that will be working to further advance diversity and inclusion at Western: The Commission on Gender Equity will provide advice and recommendations related to promoting gender equity, parity, and inclusivity related to hiring, professional advancement, leadership development, salary equity, and student success. The Commission will also identify ways to foster a more diverse, safe, and welcoming campus environment that recognizes the contributions and challenges faced by Western’s female population, and by people with gender identities outside of the gender binary. Gender equity is more than just a human right; it is also an economic and development imperative. Only by making explicit the strong connection between pervasive cultural gender norms and gender inequalities, will we be able to achieve fully workable, equitable solutions to many of Western’s – and the world’s – most pressing equity challenges. The Commission will be co-chaired this year by Raine Dozier, Professor of Health and Community Studies in Woodring College, and Stephanie Bowers, Vice President for University Advancement. The Council for Equity, Inclusion and Social Justice will identify structural barriers to equity, inclusion and social justice at Western and recommend policies and practices that help create and sustain a more just and inclusive community. Building on the work of the predecessor Task Force on Equity, Inclusion, and Diversity, the Council will examine campus climate issues and recommend changes that enable our success as a more diverse and inclusive community. The Council will be co-chaired this year by Debra Salazar, Professor of Political Science, and Melynda Huskey, Vice President for Enrollment and Student Services. Both groups are composed of a cross-section of the University community, including faculty, staff and students, who will advise us and other university leaders, and make recommendations on university policies, practices, and programs to enact constructive change in these areas. They will also work collaboratively with existing offices, committees, and leaders who have been engaged in advancing this work, including the Equal Opportunity Office and the Faculty Senate Social Justice Committee, among others. It is our intention to ensure that recommendations and progress updates from these groups are posted for review and feedback on the President’s website. Tribal Relations Liaison Position While a draft position description for a Tribal Relations Liaison was developed last Spring in response to the “Letter of Urgent Needs” put forth by the Native American Student Union, it became clear to us that more was needed after talking with advisors both on and off campus. It became clear also that we need to listen and learn more from tribal elders in order to develop and sustain more meaningful and authentic relationships with the Native American tribes in our area. To that end, we have been meeting, and will continue to meet, with leaders from our neighboring tribes to seek their advice on the position. We intend to convene the search committee in January with the goal of selecting a candidate by the end of the academic year. LGBTQ+ Resource Position Last year, based on needs identified through surveys, interviews and SCOT (strengths, challenges, opportunities and threats) analyses involving the LGBTQ+ community at Western, the Taskforce on Equity, Inclusion and Diversity recommended the University create a position to facilitate, coordinate and provide oversight to LGBTQ+ activities and resources for all students, faculty and staff. A committee is finalizing the position description included with that recommendation, and will advertise the position in January. We hope to fill the position by the end of the academic year. The Provost’s Diversity & Inclusion Hiring Initiative Recognizing the need to hire, retain, and advance faculty who are committed to effectively educating and mentoring Western’s increasingly diverse student body, this year the Provost’s Office has set aside funds for new tenure track faculty positons that require applicants to have demonstrated experience cultivating diverse and inclusive classroom and departmental environments. It is expected that under the leadership of the Dean, the hiring department and college will support the success of the appointee by implementing ways to formally value their efforts related to diversity and inclusion in teaching, service and scholarship. HERI Campus Climate Survey Results Late last Spring, as part of our commitment to advancing a more diverse and inclusive culture at Western, we partnered with the UCLA Higher Education Research Institute (HERI) to conduct distinct, anonymous surveys for faculty, students, and staff about our campus climate. The HERI Narrative Summary Report, along with accompanying data for all three surveys, are now complete and available at www.wwu.edu/eoo/diversity-climate-survey-reports.shtml. We have intentionally disaggregated the data by race, gender identity (including non-binary gender identities), sexual orientation, and disability in order to most accurately understand how members of these communities experience Western’s climate. Overall, the findings confirm that we have much more work to do at Western to create a more inclusive and equitable environment. In our faculty ranks, women, people of color and LGBQO (lesbian, gay, bisexual, queer and other) people report experiencing greater stress due to subtle discrimination compared to their male, white and straight colleagues. Individuals belonging to these identity groups also perceive a significant need to work harder than their counterpart colleagues in order to enjoy the same respect. Similarly, students from these same demographic backgrounds, along with students who identify as GQGND (genderqueer, gender non-conforming, and different gender identities), and students with disabilities, tend to report more frequent experiences with discrimination and harassment, feel more skeptical about our institutional commitment to diversity, and overall report feeling a weaker connection to campus. While the student response rate was quite low—7.5%, which does not permit generalizing findings to the entire student body—we nevertheless take this feedback as significant, and as a call for immediate improvement. Similar trends are reported by staff from marginalized identity groups who feel that Western’s efforts aimed at advocating for and improving diversity are inadequate. We will be following up on these survey results in several ways: • Gathering additional qualitative data through focus groups and additional opt-in interviews; • Charging the Commission on Gender Equity and the Council for Equity, Inclusion and Social Justice to thoroughly review the results and make recommendations in response; • Conducting periodic follow-up surveys to benchmark our results and assess the effectiveness of our response to these survey results going forward; • Undertaking more effective advance planning and communication about the next round of surveys to ensure greater participation across all groups, especially students. We would like to conclude on a note of gratitude. First, we would like to thank all of the faculty, students and staff who are so deeply committed to helping Western become a more diverse and inclusive place. Second, we would like to thank everyone who responded to the HERI survey, and the faculty, students and staff from diverse backgrounds and marginalized identities who have shared their experiences with us. Thank you for highlighting the places where Western can and must improve. We feel confident that Western will do better, and we welcome the opportunity to continue learning from you about how we can better address your experiences. Finally, we would like to thank the Western campus community which has so resoundingly identified improving our campus climate as a matter of central importance to all of us. We look forward to the ways that we will, together, improve this critical element of Western’s future success, and in so doing, ensure the success of future generations who will become part of the Western community. 2017 HERI Summary Report Presentation to Board of Trustees December 15, 2017 Dr. Sue Guenter-Schlesinger Vice Provost, Equal Opportunity and Employment Diversity Title IX & ADA Coordinator Background • Three climate assessment surveys conducted in Spring 2017: – HERI Faculty Survey • 39.6% Faculty response rate – Diverse Learning Environments Survey • 7.5% Student response rate – HERI Staff Survey • 46% Staff response rate Equal Opportunity Office Overview Traditionally marginalized communities (e.g. individuals of color, women, gender-queer or gender nonconforming, those with disabilities and LGBQO individuals) experience campus life and perceive critical issues facing WWU in significantly different ways relative to men, individuals identifying as white, without any disability, and or straight/heterosexual Equal Opportunity Office Faculty Highlights • Overall, 80% of faculty indicated feeling “very satisfied” or “satisfied” with their job and 82.1% felt inclined (“definitely” or “probably”) to come to Western if they had to begin their career again • Stress (“extensive” or “some”) due to subtle discrimination: • Faculty of Color: 73.9% • Women: 50.9% • LGBQO: 61.3% Equal Opportunity Office White: 36.7% Men: 28.7% Straight: 36.9% Faculty Highlights (cont’d) • Stress (“extensive” or “some”) due to Promotional Tenure Process: • Faculty of Color: 76% • Women: 73.4% • LGBQO: 72.4% White: 60.9% Men: 51.8% Straight: 60.9% • Need to work harder than their colleagues to be perceived as a legitimate scholar (“strongly agree” or “agree”): • Faculty of Color: 73.1% • Women: 61.4% • LGBQO: 65.7% Equal Opportunity Office White: 48.6% Men: 40.9% Straight: 48.8% Student Highlights • Overall, 90% of students “strongly agreed” or “agreed” that if asked, they would recommend Western to others • Experienced verbal harassment (“very often,” “often,” or “sometimes”): • • • • Students of Color: 33% GQGND: 55.9% Physical Disability: 39.3% LGBQO: 33.5% Equal Opportunity Office White: 23.5% Men: 20.3% No Disability: 16.8% Straight: 23.2% Student Highlights (cont’d) • Perception of faculty valuing contribution in class (“very often” and “often”): • Students of Color: 47.9% White: 58.2% • Satisfaction (“very satisfied” or “satisfied”) with overall sense of community among students: • Students of Color: 41.6% • GQGND: 41.5% Men: 53.2% • Psych. Disability: 43.6% White: 54.2% Women: 49.9% No Disability: 58.5% • Student sense of belonging (average score) factor: • Students of Color: 45.9 • GQGND: 45.9 Men: 47.7 Equal Opportunity Office White: 48.5 Women: 47.9 Staff Highlights • Overall, nearly 72% of staff indicated feeling either “very satisfied” or “satisfied” with their job • The majority of staff respondents (80.9%) report feeling satisfied with their personal safety on campus; however, a notable gap exists by race and gender identity: • Staff of Color: 64.5% • GQGND: 75% White: 83.8% Men: 84.7% • Encouraged by Western to have a public voice: • Staff of Color: 56.9% • GQGND: 28.6% Equal Opportunity Office White: 66.8% Men: 67.6% Women: 64.4% Staff Highlights (cont’d) • Campus promotes the appreciation of cultural differences (“very satisfied” and “satisfied”): • Staff of Color: 74.7% • LGBQO: 75% White: 88.2% Straight: 86.8% • Campus commitment to hiring women and minorities (“very satisfied” and “satisfied”): • • • • Staff of Color: 41% Psych. Disability: 38.6% GQGND: 37.5% LGBQO: 33.4% Equal Opportunity Office White: 51.6% No Disability: 54.7% Men: 58.6% Women: 45% Straight: 52.2% Next Steps • Gather additional qualitative data through: • Focus Groups • Opt-in Interviews • Charge the Commission on Gender Equity and the Council for Equity, Inclusion and Social Justice to thoroughly review the results and make recommendations Equal Opportunity Office Next Steps (cont’d) • Conduct periodic follow-up surveys to: • Benchmark results • Asses the effectiveness of our response to survey results • Undertake more effective advance planning for future surveys to ensure greater participation, especially from students Equal Opportunity Office WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: President Sabah Randhawa by: Richard Van Den Hul, Vice President, Business and Financial Affairs Linda Teater, Director, Budget Office Brian Sullivan, Associate Vice President, Business and Financial Affairs DATE: December 15, 2017 SUBJECT: Comprehensive Budget Overview and Financial Health Report PURPOSE: Informational Item Purpose of Submittal: This annual presentation will provide a comprehensive overview of all University funds, including revenues and expenditures of state, auxiliary, dedicated and local funds, and grants and contracts. The presentation will also review key financial performance ratios and Moody’s Summary Debt Profile. The presentation will be made by: • Richard Van Den Hul, Vice President, Business and Financial Affairs • Linda Teater, Director, Budget Office • Brian Sullivan, Associate Vice President, Business and Financial Affairs Attachments: • • • • 2017 WWU Financial Report FY 2017 Housing and Dining System Financial Report FY 2017 Wade King Student Recreation Center Financial Report FY 2017 Associated Students Bookstore Financial Report Business and Financial Affairs Comprehensive Budget Overview and Financial Health Report Board of Trustees Meeting December 15, 2017 1 Presentation Purpose • Develop a more complete and systemic picture of the University’s budget: – Important step in developing a comprehensive resource plan – Identify levers for revenue growth to advance University priorities • Enhance budget projections and understanding • Make the planning and budget process more comprehensive and responsive to student growth and strategic opportunities • Communicate current financial health and promote innovative thinking as we develop a comprehensive resource plan in support of the strategic plan 2 Total Revenue, Expenditures, and Fall Headcount 14,979 14,620 14,035 14,575 14,842 14,833 14,950 15,060 15,332 15,574 14,276 3 Revenues 4 FY18 Estimated Revenue by Source - $330.3 million total 5 FY18 State/Tuition Funds - $168.9M Tuition Operating Fees $84,448,460 25.5% of total revenue budget State Appropriations $78,146,000 23.6% of total revenue budget Administrative Services Assessment $4,462,295 1.3% of total revenue budget One-time funds $1,807,000 0.6% of total revenue budget Includes net tuition operating fee revenue, state appropriations, and reimbursement for auxiliary enterprises and selected dedicated local funds. 6 Percent Share of State Appropriations vs. Net Tuition Operating Fees 7 Resident Undergraduate Tuition 8 Undergraduate Tuition Revenue 9 Graduate Tuition Revenue 10 Washington State Peer Comparison State Appropriations per Historically Budgeted FTE 11 (Preliminary) Aspirational Peer Comparison FY15 State Appropriation per Student 12 FY18 Auxiliary Enterprises Budget - $67.2M Housing & Dining Services Western AS Bookstore Campus Recreation Associated Students Athletics (portion) Parking Other Auxiliaries (includes some Fees) Exist to furnish goods or services to students, faculty, staff, other institutional departments, or the general public at a fee directly related to cost of goods or services. Auxiliaries are managed to operate as self-supporting activities. 13 Auxiliary Enterprises 14 FY18 Dedicated Local Funds Budget - $44.8M Extended Education Programs Summer Session Student Mandatory Fees Course Fees Special Fees (examples include: application, enrollment, orientation, registration and many others) Non-state or state tuition dollars generated locally and used for a dedicated, but unrestricted purpose 15 Dedicated Local Funds 16 Mandatory Fees 17 Historical Resident Undergraduate Total Cost of Attendance 18 (Preliminary) Aspirational Peer Comparison Resident Undergraduate Cost of Attendance 19 FY18 Grants and Contracts - $50.2M Research Grants Service Contracts Financial Aid Restricted funds for a specific purpose designated by federal, state, or local government or contracting agency. 20 Grants & Contracts Revenue 21 Gift Revenue 22 Recharge Centers 23 Expenditures 24 Expenses by NACUBO Program Classification 25 (Preliminary) Aspirational Peer Comparison FY15 Program Expenses as a Percent of Total Expense 26 Foundation Support by NACUBO Program Classification 27 Scholarship Expenditures by Foundation 28 All Funds Expenditures by Division 29 FY18 Budgeted Institutional Funds 30 Expenses by Natural Classification 31 Annual Financial Health Report 32 Measuring Financial Health Total Income, Expenses & Changes to Net Position Primary Reserve Ratio Viability Ratio Resource Sufficiency & Flexibility Operating Results Debt Management Financial Asset Performance Return on Net Position Ratio 33 Viability Ratio: Debt Management Measures the ability to repay debt with available financial resources. It is a measure of balance sheet leverage and indicates a University’s “flexibility” to further the University’s mission. 1.80 1.68 1.60 1.37 1.40 1.17 1.17 1.20 1.00 1.36 1.11 0.97 0.86 0.80 0.67 0.53 0.60 0.40 0.20 0.00 2013 2014 2015 WWU 2016 2017 With Foundation Viability Ratio is Expendable Net Assets (excluding Capital Projects) divided by Debt (excluding state-paid debt). The red line indicates Strategic Financial Analysis for Higher Education recommends a ratio of 1.25X or greater that indicates existing debt could be repaid from expendable resources available today. FY15: Decrease primarily due to the recognition of $31M in pension liabilities per GASB 68. Adjusting for GASB changes w/foundation to 1.78. FY16: Decrease primarily due to the recognition of $13.3M in pension liabilities per GASB 73. Adjusting for GASB changes w/foundation to 1.79 FY17: Adjusting for both GASB 68 and 73 increases w/foundation ratio to 1.73 34 Primary Reserve Ratio: Resource Sufficiency and Flexibility Compares the University’s existing financial resources to the size of its operating expenses. 0.50 0.46 0.41 0.40 0.30 0.34 0.33 0.30 0.25 0.24 0.22 0.20 0.15 0.12 0.10 0.00 2013 2014 2015 WWU 2016 2017 With Foundation Primary Reserve Ratio is Expendable Net Assets (excluding Capital Projects) divided by Total Adjusted Expenses (Operating Expenses plus Interest Expense). The red line indicates Strategic Financial Analysis for Higher Education recommends a ratio of 0.40X is advisable to give the University flexibility to transform an enterprise over the long term while keeping adequate reserves to cover unforeseen expenses; 0.24X indicates the University could operate for approximately 72 days without additional funds. Adjusted FY17 at .33X indicates the University could operate for 99 days. FY15: Decrease primarily due to the recognition of $31M in pension liabilities per GASB 68. Adjusting for this change w/foundation ratio is .44 FY16: Decrease primarily due to the recognition of $13.3M in pension liabilities per GASB 73. Adjusting for this change w/Foundation ratio to .39 FY17: Adjusting for both GASB 68 and 73 w/foundation increases the ratio to .37 35 Guiding Principles for University Reserves • Honor targeted use of revenue sources: – Grants and contracts – Directed state appropriations – Revenue from private philanthropy • Benchmark indicates a 0.40 Primary Reserve Ratio be attained for: – Ensuring the University is financially sound and can make long-term investments required for success – Maintaining a strong fiscal position – Unanticipated emergencies – Emerging opportunities to advance the University – Reserve for major equipment replacement – Cash flow for cyclical revenue cycles – Unfunded pension liabilities 36 Return on Net Position Ratio: Financial Asset Performance Indicates if the University is financially healthier than in previous years by measuring total economic return. A decline in this ratio may be appropriate and even warranted to fulfill the University’s mission. An improving trend indicates net assets are increasing and we may be able to set aside financial resources to strengthen the University’s future financial flexibility. 8.00% 6.24% 5.17% 6.00% 4.00% 2.00% 2.37% 2.32% 1.21% 0.83% 0.36% 0.94% 0.00% -2.00% -4.00% -4.34% -6.00% -8.00% 2013 -7.03% 2015 2014 WWU 2016 2017 With Foundation Return on Net Position Ratio is the change in Net Position divided by Total Net Position, The red line indicates NACUBO studies recommend using the Higher Education Price Index plus a Real Rate of Return, (HEPI) 5 year average of 2.44%. FY15: Decrease primarily due to the recognition of $31M in pension liabilities per GASB 68. Adjusting for GASB changes w/foundation to 1.63% FY16: Decrease primarily due to the recognition of $13.3M in pension liabilities per GASB 73. Adjusting for GASB changes w/foundation to 3.06%. FY17: Adjusting for both GASB 68 and 73 changes w/foundation ratio to 5.99% . 37 Total Revenue, Expenditures, and Fall Headcount 14,979 14,620 14,035 14,575 14,842 14,833 14,950 15,060 15,332 15,574 14,276 38 Total Pension Liabilities 70 65 60 55 Millions 50 45 40 35 30 25 20 15 10 5 FY 13 FY 14 FY 15 FY 16 FY 17 FY18: The University will be recognizing Other Post-Employment Benefits (OPED) estimated to be tens of millions of dollar in balance sheet liabilities. 39 Summary Overall the University's financial position is stable. Per Moody’s Investors Service, the University’s A1 rating continues to reflect growing state support and our ability to leverage its strategic position in an economically vibrant and growing state by steadily increasing enrollment. Increased state appropriations, along with solid fiscal management (balanced budget), will continue to improve the University’s operating performance. Western should continue to strengthen and increase: • Continues enrollment growth and plans to diversify revenue streams • Endowment income and donations to fund student scholarships, programs and faculty member support • Grants, state appropriations and other income sources 40 QUESTIONS AND DISCUSSION TOPICS 41 Appendix 42 State-Funded Full Time Equivalent (FTE) Enrollment 43 Student Headcount and Degrees Awarded 44 How is Net Operating Revenue Calculated? Gross Operating Revenue Western Grant Fund Waivers Net Operating Revenue $100.00 ($4.00) ($14.00) $82.00 45 State Appropriations & Net Tuition in Dollars 46 State-Funded Student FTE 47 Tuition & Mandatory Fees for Resident Undergraduate Students 48 Research Grant Revenues 49 (Preliminary) Aspirational Peer Comparison Expenses by NACUBO Program Classification FY15 50 (Preliminary) Aspirational Peer Comparison State Appropriation per Headcount Historical 51 Financial Performance Dashboard Ratio Descriptions Component Ratios Viability Ratio (Balance Sheet Leverage) Calculation Expendable Resources / Debt Description • • Quick Ratio (Liquidity Ratio) Current Assets excluding Prepaid and Inventory / Current Liabilities • • Primary Reserve Ratio (Income Statement Leverage) Expendable Resources / Operations • • Return on Net Position Ratio (Financial Resource Growth) Change in Net Position / Total Net Position • • Are debt resources managed strategically to advance the mission? Measures the ability to pay off long-term debt with expendable financial reserves. Do we have sufficient funds to cover our operations? Measures the University’s ability to pay current liabilities using only readily liquid assets. Are resources sufficient and flexible enough to support the mission? Measures the ability to fund operations with expendable financial reserves. Does asset performance and management support the strategic direction? Measures the ability of net asset growth to support strategic initiatives. 52 Statement of Cash Flows 2016 2017 Restated (Dollars in Thousands) Cash Flows from Operating Activities: • Reflects a 15% reduction in resident undergraduate tuition in FY17 Cash Received from Operations Cash Expended for Operations • Reflects increased salary, benefits, and repairs/maintenance in FY17 Net Cash used by Operating Activities Cash Flow from Noncapital Financing Activities: • • Reflects additional capital operating appropriations to offset tuition reduction Reflects net spending for Carver Academic renovation and other capital projects $205,009 (286,340) $210,409 (270,493) (81,331) (60,084) 91,707 77,450 9,994 (23,040) Net Cash used by Capital and related Financing Activities (20,739) (20,358) Net Increase/(decrease) in Cash and Cash Equivalents (369) (26,032) 15,294 41,326 $14,925 $15,294 Net Cash provided by Non-Capital Financing Activities Net Cash provided/(used) by Investing Activities Cash and Cash Equivalents, beginning of year Cash and Cash Equivalents, end of year 53 Statement of Net Position (Balance Sheet) 2016 Difference Restated (Dollars in thousands) 2017 Assets: • • • Increase primarily due to the shift from long-term to shortterm investments in the amount of $7.3M, offset by the decrease of $2.1M in funds with the State Treasurer. Decrease due to conversion of $7.3M to short-term investments and $7.8M to cash to accommodate increased operational spending. Increase of $34.6M due to the Carver Academic Renovation project. % Change Assets $66,544 $61,199 $5,345 8.7% Long-Term Investments 66,190 80,766 (14,576) -18.0% Other Non-Current Assets 14,024 14,275 (251) -1.8% 472,632 438,075 34,557 7.9% $619,390 $594,315 $25,075 4.2% 10,802 7,588 3,214 42.4% Current Assets Capital Assets, Net Total Assets Deferred Outflows Liabilities Liabilities: Current Liabilities • $3.0M increase primarily due to a $1.7M increase to the net pension obligation, a $1.3M increase in long-term bonds, and a $6M Certificate of Participation with the State Treasurer, issued to partially fund the Carver Academic Renovation project, offset by $4.4M in principal payments. Net Assets: • 32.9M increase due largely to Carver Academic renovation project • $1.1M decrease due to less spending of Perm Fund • $9.7M decrease primarily due to net pension obligation Non-Current Liabilities Total Liabilities Deferred Inflows 41,462 40,713 749 1.8% 126,412 123,451 2,961 2.4% 167,874 164,164 3,710 2.3% 6,939 4,751 2,188 46.1% 403,717 370,840 32,877 8.9% 523 524 -1 -0.2% 5,168 4,652 561 12.1% 26,100 27,193 -1,093 -4.0% 19,871 $455,379 29,779 $432,988 -9,719 $22,391 545.2% Net Position Net Investment in Capital Assets Restricted: Pensions Non-Expendable Expendable Unrestricted Total Net Position -32.6% Statement of Revenues, Expenses and Changes in Net Position (Income Statement) 2017 Operating Revenues: • $7.4M decrease primarily due to the 15.0% reduction in the resident undergraduate tuition rate established by the State Legislature Operating Expenses: • $1.3M decrease due to $12.4M decrease in accrual benefits including accrued pension liabilities (GASB 68) and a $2.0M decrease in purchased services offset by a $5.9M increase in salaries, and a $6.9M increase in supplies and materials expense Non-Operating Revenues: • $13.7M increase primarily due to the resident undergraduate tuition buyback, general wage and other compensation increases and benefits, and funding for a cyber security program in Poulsbo, WA Other Revenues: • $11.6M increase due to capital appropriation for the Carver Academic renovation project 2016 Restated Difference (Dollars in thousands) % Change Operating Revenues $203,869 $211,303 $7,434 -3.52% Operating Expenses 310,071 311,372 -1,301 -0.42% -106,202 -100,069 -6,133 -6.13% State appropriations Revenue 76,135 62,469 13,666 21.88% Other Non-Operating Revenues 18,103 16,835 1,268 7.53% Non-Operating Expenses -3,142 -3,165 23 0.73% -15,106 -24,380 9,274 38.04% 37,497 25,915 11,582 44.69% 22,391 1,535 20,856 13.57% 432,988 431,453 1,535 0.36% $455,379 $432,988 $22,39 1 5.17% Operating Loss Income (Loss) before Other Revenues Other Revenues Increase in Net Position Net Position, beginning of year Net Positon, end of year 55 Debt Profile Housing and Dining Revenues Housing and Dining Revenue Refunding Bonds, 1998 Series A Housing and Dining System Revenue Bonds, Series 2009B (BABs) Housing and Dining System Revenue Refunding Bonds, Series 2012 Housing and Dining System Revenue Refunding Bonds, Series 2015* Delivery Final Maturity 2/1/1998 10/1/2022 6/30/2009 4/1/2034 7/19/2012 10/1/2023 3/4/2015 4/1/2026 Call Date No Call 4/1/2019 No Call No Call Total: Outstanding Par $6,460,000 12,180,000 6,095,000 4,670,000 $29,405,000 Viking Union Housing and Dining System Revenue Refunding Bonds, Series 2015** Delivery Final Maturity 3/4/2015 4/1/2026 Call Date No Call Total: Outstanding Par 6,730,000 $6,730,000 Student Recreation Fee Student Recreation Fee, Series 2012 Delivery Final Maturity 4/30/2012 5/1/2037 Call Date 5/1/2022 Total: Outstanding Par $22,210,000 $22,210,000 COPs Digital Scoreboard COPs, Series 2011 ESCO Project Lease COPs, Series 2012 Crew Boat COPs, Series 2015 Crew Rowing Shell Trailer COPs, Series 2015 Lincoln Creek Property COPs, Series 2016 Delivery Final Maturity 3/24/2011 12/1/2017 3/29/2012 6/1/2024 4/15/2015 6/1/2018 9/24/2015 12/1/2020 3/31/2016 6/1/2027 Call Date No Call 7/1/2022 No Call No Call No Call Total: Outstanding Par 59,924 1,855,000 16,079 17,104 1,380,000 $3,328,107 Total Outstanding: *Excludes the Viking Union portion because it is paid from a separate fee **Viking Union portion is paid from a separate fee. $61,673,107 56 Annual Debt Service by Source $8,000,000 $7,000,000 $6,000,000 $5,000,000 $4,000,000 $3,000,000 $2,000,000 $1,000,000 $0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 Student Recreation Fee COPs Viking Union Housing and Dining Net Debt Service Housing and Dining Subsidy 57 Annual Debt Service by Source – Including New Bond Issue $10,000,000 $9,000,000 $8,000,000 $7,000,000 $6,000,000 $5,000,000 $4,000,000 $3,000,000 $2,000,000 $1,000,000 $0 Student Recreation Fee COPs Viking Union Viking Union - Multicultural Center Addition* Housing and Dining Net Debt Service Housing and Dining Subsidy Housing System Renovations** *Assumes 4.50% (A-revenue bond curve as of April 27, 2017 + 100 bps) true interest cost for the 25 year bonds funding the VU Expansion for ESC/MSC **Assumes 5% true interest cost for 25 year for bonds funding housing renovations 58 Supplemental Retirement WWU Projected SRP Benefit Payments - Best Estimate Refer to the Benefit Director's Guide to Supplemental Retirement Plan Benefit Payment Projections for key information. Scenario Salary Scale CREF Return Best Estimate 3.50% 6.75% 59 WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: President Sabah Randhawa by Provost Brent Carbajal DATE: December 15, 2017 SUBJECT: Academic Affairs Report: Number of Declared Majors PURPOSE: Information Item Purpose of Submittal: To provide the Board of Trustees with overviews on quarterly information about the number of declared student majors per academic department for fall quarter 2017 and fall quarter 2016. The reports include fall 2016 and fall 2017 peak date comparisons. Supporting Information: • • Fall 2017 – Number of Declared Majors at Peak Fall 2016 – Number of Declared Majors at Peak Fall 2016 - Number of Declared Majors at Peak Department English Health & Human Development Health & Community Studies Biology Psychology Computer Science Special Educ & Educ Leadership Modern and Classical Languages Finance & Marketing Environmental Studies Sociology Management Environmental Sciences Art and Art History Elementary Education Engineering and Design History Music Mathematics Political Science Decision Sciences Accounting Theatre Arts and Dance Anthropology Economics Fairhaven College Chemistry Design Communication Sci & Disorders Geology Communication Studies Multidisciplinary Studies Linguistics Journalism Secondary Education Master of Business Admin Philosophy Physics and Astronomy Science Education Liberal Studies East Asian Studies Energy American Cultural Studies Canadian/American Studies Total Undergraduate Graduate Total 434 35 469 440 20 460 257 100 357 313 21 334 297 38 335 295 16 311 291 23 314 270 270 241 241 158 56 214 245 245 227 227 220 23 243 240 240 241 3 244 211 211 188 16 204 184 9 193 171 21 192 183 183 205 205 168 3 171 162 162 158 14 172 173 173 176 176 133 21 154 130 130 75 41 116 108 26 134 115 115 107 107 79 79 76 76 79 79 70 70 64 64 38 38 35 35 30 30 19 19 13 13 7 7 4 4 7,181 635 7,816 Note that this reports level of major code rather than student level P:\OIR\Report\Consult\Provost\Fall 2017 Declared Majors WWU IR November 2017 Fall 2017 - Number of Declared Majors at Peak Department English Health & Human Development Health & Community Studies Biology Psychology Computer Science Special Educ & Educ Leadership Modern and Classical Languages Finance & Marketing Environmental Studies Sociology Management Environmental Sciences Art and Art History Elementary Education Engineering and Design History Music Mathematics Political Science Decision Sciences Accounting Theatre Arts and Dance Anthropology Economics Fairhaven College Chemistry Design Communication Sci & Disorders Geology Communication Studies Multidisciplinary Studies Linguistics Journalism Secondary Education Master of Business Admin Philosophy Physics and Astronomy Science Education Liberal Studies East Asian Studies Energy American Cultural Studies Canadian/American Studies Total Undergraduate Graduate Total 445 35 480 406 16 422 251 87 338 332 24 356 299 41 340 277 23 300 273 20 293 258 258 273 273 241 56 297 255 255 264 264 220 21 241 231 231 209 15 224 230 230 188 24 212 206 10 216 182 23 205 213 213 187 187 179 4 183 186 186 163 10 173 172 172 157 157 149 20 169 125 125 87 50 137 83 29 112 125 125 104 104 94 94 79 79 65 65 65 65 47 47 58 58 41 41 25 25 31 31 29 29 12 12 3 3 7,389 638 8,027 Note that this reports level of major code rather than student level P:\OIR\Report\Consult\Provost\Fall 2017 Declared Majors WWU IR November 2017 WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: President Sabah Randhawa by Provost Brent Carbajal DATE: December 15, 2017 SUBJECT: Quarterly Report on Grants and Contracts PURPOSE: Informational Item Purpose of Submittal: Information from the Office of Research and Sponsored Programs concerning grant awards for the period July 1, 2017 – September 30, 2017. Supporting Information: • Grant awards/totals for the period 7/1/17 – 9/30/17 Grant Awards for Quarter 1 of the 2018 Fiscal Year. The total amount of grants and contracts received this quarter was $3,533,473. This includes both new awards and additions to existing awards. Department Adv Materials Sci & Engineering Ctr Anthropology Department Biology Department Biology Department Campus Compact Chemistry Department Computer Science Department Dept Env Studies-Educ Geog Plan Pol Dept of Environmental Sciences Dept of Environmental Sciences Elementary Education Engineering and Design Department Engineering and Design Department Geology Department Health and Community Studies History Department Physics - Astronomy Department Psychology Department Shannon Point Marine Center Shannon Point Marine Center Small Business Development Center Totals New Awards Additions # of New Awards # of Additions FY FYQTR $0 $0 $0 $230,434 $771,000 $532,384 $63,467 $70,000 $291,153 $370,057 $0 $0 $0 $0 0 0 0 3 1 1 1 1 4 2 0 0 0 0 2018 2018 2018 2018 2018 2018 2018 1 1 1 1 1 1 1 $9,161 $0 1 0 2018 1 $2,963 $0 1 0 2018 1 $0 $0 $52,039 $106,000 0 0 1 2018 1 2018 1 1 $167,806 $0 2 0 2018 1 $0 $0 $0 $0 $143,945 $12,358 $200,000 $83,405 0 0 0 0 1 1 1 1 2018 2018 2018 2018 1 1 1 1 $0 $0 $0 $129,865 $90,726 $42,645 $30,000 $0 0 0 0 1 2 1 1 0 2018 2018 2018 2018 1 1 1 1 $134,065 $0 $2,041,145 $1,492,328 1 12 0 2018 17 1 Capital Program Report Board of Trustees December 15, 2017 MAJOR / INTERMEDIATE CAPITAL PROJECTS • Carver Academic Renovation The Carver Academic Renovation project construction is complete. Move-in of occupants is complete, and the project is fully occupied and operational. Closeout of the construction contract is on-going. • Multicultural Center The consultants, general contractor/construction manager (GC/CM), and University representatives are working on 50% construction documents. A permit set of construction documents will be submitted to the City for building permit review in December. The final construction documents for bidding will be ready in January 2018. The consultant team also submitted for permit application for the early work to prep the VU Multipurpose Room for the temporary Bookstore and the new location for Vendors Row. Dawson Construction, the project GC/CM, continues to work with the design team and University to investigate the existing site and building, and offer constructability suggestions. Dawson will begin the early work scope during winter break and the Bookstore will move into the VU Multipurpose Room by early February, prior to the beginning of the primary construction period. The GC/CM construction phase contract is scheduled to be brought to the February 2018 Board of Trustees meeting for approval. See images of the facility below. Level 2 – View of Multicultural Center reception area (graphics are a placeholder) Level 2 – Multicultural Center social space (graphics are a placeholder) High Street elevation showing new Multicultural Center over existing bookstore. 2 Southeast view of new Multicultural Center over existing bookstore • Buchanan Towers Renovation The Buchanan Towers Renovation project will improve ventilation, fire protection and suppression, security, lighting, and interior finishes. It will replace windows and seal brick on the exterior. It will provide additional wheelchair accessible units in the original building and add kitchenettes in a few lounges in the east addition. King Architecture was retained to design the project. Construction is planned for spring and summer quarters of 2018 and 2019 in two phases. A construction contract is scheduled to be brought to the February 2018 Board of Trustees meeting for approval. 2018 SUPPLEMENTAL CAPITAL BUDGET REQUEST As of this writing, the Legislature has not passed a 2017-2019 capital budget with new appropriations. Per direction from the Office of Financial Management, Western submitted the 2018 Supplemental Capital Budget request assuming the capital budget (with new appropriations) will not pass. The Supplemental request, submitted in early October, consists of the following projects: • • • • • • • • • • Minor Works – Preservation ($11.603 million) Sciences Building Addition and Renovation ($7.243 million) 2017-19 Classroom and Lab Upgrades ($6.65 million) Minor Works – Program ($6.54 million) Access Control Security Upgrades ($1.5 million) Disability Resources and Veteran Services at Wilson Library ($2.7 million) Consolidated Academic Support Services Facility ($9.95 million) Elevator Preservation Safety and ADA Upgrades ($3.188 million) Waterfront Land Acquisition ($4.5 million) Preventive Facility Maintenance & Repairs ($3.614 million) It is still unclear when or if the Legislature will pass the final compromise 2017-2019 capital budget. Western is only authorized to continue on-going projects included in the 2015-2017 capital budget, per the Legislature’s passage of ESSB 5965 on June 30, 2017. For more information about the major projects, the Capital Program, and the Capital Planning Process, visit the Office of Facilities Development and Capital Budget website: http://www.wwu.edu/wwuarchitect/. 3 A D VA N C I N G THE UNIVERSITY DECEMBER 2017 “ Providing students hands-on experience in the practice of scientific investigation is the most effective and inspiring way to help them develop into professional scientists themselves.” — Mark Wicholas (1940 – 2017) WWU Professor Emeritus in Chemistry ADVANCEMENT UPDATE SEPTEMBER 1 ST THROUGH OCTOBER 31 ST FAST FACTS GIFTS TO WWU 1,610 DONORS MADE 2,466 GIFTS TOTALING $811,192 238 PAINT B’HAM BLUE FOR WWU 2,198 ALUMNI EVENT ATTENDANCE TOTALED 3,077 WWU AT THE SOUNDERS 146 456 WWU VS. CWU SOCCER ALUMNI PREGAME PARTY GET YOUR BLUE ON BBQ OF ATTENDEES WHO HAVE MADE A GIFT 30 DAYS OF EVENT. 199 #WITHIN FOUNDATION NEWS DEBATE REUNION: $4,300 IN GIFTS RECEIVED TOWARD THE LARRY AND MARILYN RICHARDSON ENDOWMENT SINCE THE REUNION WITH A $100,000 TESTAMENTARY PLEDGE FROM DAVID FRANK. 2 GROWING AWARENESS SEPTEMBER 1 ST THROUGH OCTOBER 31 ST SEATTLE TIMES AD CAMPAIGN STRATEGY University Advancement Marketing and Communications, Extended Education and University Communications teamed up to publish a series of sponsored articles in the Seattle Times to increase engagement while growing awareness about Western’s impact in the state. The results are in from our September and October articles “Degree programs adapt to put education more within reach” and “Protect your phone against data breaches.” The articles delivered 1,192 reads. The average reading time for each article was just over three minutes. The accompanying banner ads delivered 391,265 impressions and 624 clicks. The Facebook news feed for our ads delivered 48,129 impressions, 664 post engagements, and 694 total actions. Each article addresses a relevant, current problem in society and how programs at Western are solving those problems. While they are not strictly advertorials that allow us to pitch Western directly, they give us a newsworthy context for Western’s outreach, programming, and fundraising. 3 ENGAGEMENT SEPTEMBER 18 TH THROUGH OCTOBER 9 TH WWU ALUMNI ASSOCIATION GETS IN THE GAME At this year’s Viking Night on September 15, the public got their first sneak peek into the shiny floors and amazing locker rooms of Western’s newly renovated Carver Academic Facility. The WWU Alumni Association put up a $1,000 challenge match for the scholarship Fund-a-Need, which was just the fast break the event needed to reach its $50,000 goal. Go Viks! VIKINGS PAINT B’HAM BLUE FOR WWU On September 27, alumni, donors, and the Bellingham community welcomed a procession of 1,868 new and returning students back to the community. This year’s event had a 30 percent increase in participation. Students sign a banner in the Herald building parking lot to mark the launch of their Viking career. The WWU Alumni Association handed out 1,705 string bags printed with “We’ve Got Your Back.” Thousands dance for Noisy Waters. Sponsors Peoples Bank, Rocket Donuts, Daylight Properties, City of Bellingham, Downtown Bellingham Partnership, Faithlife, Woods Coffee, Bellingham Herald, and Chmelik, Sitkin, and Davis, and the Bellingham Bar and Grill generously supported Paint B’ham Blue for WWU. 4 ENGAGEMENT CONTINUED INTRODUCTION OF NEW STUDENT AMBASSADORS The WWU Student Ambassadors are a diverse group of 25 student leaders who serve as representatives of the student body at events and donor meetings hosted by the President and the WWU Foundation. ATHLETICS SCHOLARSHIP DINNER On October 3, 64 attendees came together at the Bellingham Golf and Country Club to support scholarships for student-athletes. HISTORIAN DEBORAH LIPSTADT VISITS CAMPUS WESTERN CELEBRATES 70 YEARS OF DEBATE For 70 years, Western’s debate team has been honing and improving their arguments and rebuttals. On September 15 they celebrated 70 great years and the legacy of Dr. Larry Richardson (‘57) and his wife Mary (‘56). Dr. Richardson coached the debate team to victory on the national and state level, and the Richardsons have been generous supporters of the debate scholarship program. The 97 attendees enjoyed dinner and drinks. On November 15, the Ray Wolpow Institute and the Western Washington University Foundation partnered to bring noted historian Deborah Lipstadt to campus. The film “Denial” depicts her victory over Holocaust denier David Irving. 5 ENGAGEMENT CONTINUED SPECTRUM DANCE THEATER PERFORMS AT WWU On October 24, the Western Washington University Foundation sponsored Seattle’s Spectrum Dance Theater’s free public lecture and demonstration at the Performing Arts Center Mainstage. They performed from their piece “SHOT.” WWU STUDENTS AND ALUMNI RIDE THE FANWAGON TO SOUNDERS VICTORY! GREAT TURNOUT FOR PARTY DESPITE RAIN On Sunday October 15, the Seattle Sounders defeated FC Dallas, and 238 Vikings were there to watch! A group of 111 students and alumni rode the Fanwagon to and from Bellingham and enjoyed the pregame party at Pyramid Alehouse. After chowing down and fueling up, soccer fans headed to the stadium to watch the Sounders defeat Dallas 4-0. The weather may have been chilly and cool for our Viking women as they took on CWU on October 21, but the warm and cozy WWU Alumni in the pregame party didn’t seem to mind, especially with the great food and drinks—delicious mac-n-cheese, hot dogs, and complimentary beer and wine—to fuel them up for cheering. The Vikings won the game 6-0, the penultimate game in their winning streak this season. Junior forward Gabriela Pelogi was named the GNAC player of the week for her fancy footwork. WESTERN LEADERSHIP FORUM On November 8, Western hosted 217 attendees at the 16th Annual Western Leadership Forum at the Bellwether in Bellingham. The event featured keynote speaker Carl Hergart, Director of Advanced Technology at the PACCAR Technical Center. The student speaker was Citlaly Ramirez (‘19), a Management Information Systems major. 6 WHY WE DO WHAT WE DO... IMPACT STORIES The 2016 Linus Pauling Symposium at Pacific Lutheran University. From left to right: Douglas Baumgardner; Prof. John Gilbertson; Prof. Mark Wicholas; Mayra Delgado; Pui Man (Audrey) Cheung; Kyle Burns RETIRED CHEMISTRY CHAIR LEAVES LEGACY Dr. David Patrick, Professor and Director of Scientific Before he passed away in November, Western Washington Technical Services at WWU said of Wicholas, “[During University chemistry professor emeritus Mark Wicholas his tenure] Mark was an early and influential advocate for donated $100,000 to Western to a fund established by a the importance of involving students in scholarly research chemistry alumnus—Terry Smedley (’75)—in Wicholas’ name. at Western, believing that providing students hands-on Wicholas said of the endowment, “I’m giving undergraduates the opportunity to go to national conferences and symposia to see for themselves what it’s experience in the practice of scientific investigation is the most effective and inspiring way to help them develop into professional scientists themselves.” like to be in a university department. They can plug into MS student and WWU alumna Audrey Cheung attended the undergraduate symposia, see what research other the 2016 Linus Pauling Symposium at Pacific Lutheran undergraduates are doing, and get a sense of what the University and the 2017 Pauling symposium at Portland professional world of chemistry is like.” State University in November. She says, “This symposium Wicholas joined the WWU faculty in 1967 and was chair of the Chemistry Department from 1982-2007. His influence on the department—and on Western’s academic landscape—can be felt to this day, as he shifted the was a wonderful opportunity for us to meet other chemistry students and professors and get to know their research.” The Wicholas Endowment covered the rental cars, hotel rooms, and tickets to the symposium banquet. curriculum from strictly an on-campus classroom and lab Of his gift, Wicholas said, “It was a great pleasure working focus to the addition of travel, research, and professional with the dedicated faculty and talented students at Western. development, effectively engaging students in what With this gift, I wanted to do something meaningful for were then considered solely postgraduate pursuits. This students.” shift was unusual at the time, and remains a hallmark of Western’s academic programming to this day. U.S. BANK CONTINUES 28-YEAR TRADITION OF GIVING TO WESTERN Western Professor and Chair of the Chemistry Department U.S. Bank affirmed its ongoing support for the College of Dr. Spencer Anthony-Cahill says, “That was a significant Business and Economics with a $15,000 gift in October. Of and critical achievement in the evolution of this that $15,000, $7,000 went toward minority scholarships for department as a national model among predominantly CBE students. The remaining $8,000 supports CBE’s financial undergraduate institutions for the engagement of literacy training for K-12 teachers. U.S. Bank has supported students in research.” Western since 1991. 7 UPCOMING EVENTS DECEMBER 2017-FEBRUARY 2018 DE CEM B E R 8 Bellingham Holiday Reception DE CEM B E R 1 2 Seattle Holiday Reception DECEM B E R 1 4 President’s Holiday Dinner DECEM B E R 1 6 Fall Commencement, speaker will be alumna and Mayor Kelli Linville (‘74) J A N U ARY 6 FE B R U A RY 1 FE B R U A RY 1 3 WWU Alumni at Men’s Basketball vs. CWU Seattle Scholarship Luncheon Bellingham Scholarship Dinner Western Washington University does not discriminate on the basis of race, color, creed, religion, national origin, sex (including pregnancy and parenting status), disability, age, veteran status, sexual orientation, gender identity or expression, marital status or genetic information in its programs or activities. Inquiries may be directed to the Vice Provost for Equal Opportunity & Employment Diversity, Title IX and ADA Coordinator, Equal Opportunity Office, WWU, Old Main 345, MS 9021, 516 High Street, Bellingham, WA 98225; 360.650.3307 (voice) or 711 (Washington Relay); eoo@wwu.edu. To request this document in an alternate format, please contact Frances Badgett, Assistant Director of Advancement Marketing & Communications; 360.650.2190 (voice); frances.badgett@wwu.edu. 8 WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: President Sabah Randhawa by Donna Gibbs, V.P. for University Relations and Marketing DATE: December 15, 2017 SUBJECT: University Relations and Marketing Report PURPOSE: Information Item Purpose of Submittal: A written report is provided on the recent activities of University Relations and Marketing. Supporting Information: Report Attached 1 WESTERN WASHINGTON UNIVERSITY OFFICE OF THE VICE PRESIDENT FOR UNIVERSITY RELATIONS AND MARKETING The following is a briefing on a wide range of online, print, social media, video and graphic design communications and marketing pieces produced since the last Trustees report. In addition, following are a few updates and new projects initiated since the division was reoriented this fall. • Bellingham Waterfront District Redevelopment Harcourt Development has completed construction on their first project, the adaptive reuse of the iconic Granary Building. In November, construction of the two main streets into the waterfront district – Granary Avenue and Laurel Street – began, while work on Waypoint Park near the Whatcom Waterway is set to begin this month. Construction of new trails and plans for a residential project are expected in the coming year. • Western Crossing-Hannegan Road Property Over the past several months, Western has completed a survey to ascertain the true useable acreage at the Hannegan Road property and to address environmental issues. The survey produced two areas that would have rendered the bottom property useless. We worked with an environmental engineer to have those areas removed, and we also worked with the city to reevaluate their proposed improvements to the property. Originally, the city wanted a 20-foot border the length of the property facing Hannegan Road; we settled on a 10-foot border on the opposite side of the road. The University also obtained a new appraisal in late September that values the property at $2,190,000, however, there could still be the possibility of an additional $150,000 to fund a “mitigation bank” for the 10 acres that sit in a 100-year flood zone. We are working with the City of Bellingham’s Habitat and Restoration Manager to develop a plan to address that. Finally, we selected a new realtor and expect that, with a more realistic appraisal and better marketing, we will have a successful sale of the property. • Re-envisioned Video Storytelling It’s no secret that Internet video use is increasing exponentially, while traditional television, newspaper, magazine and radio audiences are shrinking. Media consumers are increasingly looking for their content to be delivered in ways that offer convenience and flexibility. The combination of less time spent on traditional television across most generations and channel fragmentation leading to more content options, has caused us to rethink how we engage in video storytelling. Since 2015, this division has produced approximately 50 Western Window TV segments in a 30-minute, magazine-style production and distributed that content across 12 community-access stations, KVOS-TV and on Comcast cable channel 26. The limited viewership in return for the effort expended on a commercial TV quality program makes it unsustainable in an era when people of all ages are more interested in shareable, 3-5 minute “snackable content.” In tandem with this, Video Services and University Communications have been dealing with growing demand for video production services on campus: In 2009-10, we fielded 77 video production requests; last year, that number had ballooned to 330, with 380 projected for this year. 2 Our goal, then, is to accelerate and modernize our video production efforts by producing shorter, punchier pieces that can be repurposed and shared on multiple social channels and online platforms. • Unified Brand Strategy One of the greatest marketing challenges that Western faces is its highly decentralized approach to programmatic marketing efforts in Admissions, Advancement and Extended Education that lack cohesion and coordination. Western undertook a branding initiative beginning in 2009 that resulted in a new singular graphic and topline identity, but since that time, other trends have developed in higher education: the emergence of online education, the acceleration of targeted digital advertising, and sweeping changes in student demographics. And even though the overall demand for distance education has begun to slow, we now have a situation in which student enrollment nationwide is generally trending down (though, thankfully, not at Western!), supply is up, and there is greater competition than ever before. Western must now build the bridge between brand and direct marketing, including strong strategy that goes far beyond the visual identity inherent within a logo, a tagline or brand guidelines—we need to understand our myriad audiences (especially those that are more diverse than ever before), understand new channels of message delivery, and understand the challenges we’re facing and how to mitigate them. This strategy is multitiered and much more in-depth than overarching brand expression. “Brand-direct” efforts both honor and reinforce the brand identity while also changing depending on the audience segment we’re targeting and their position in the decision-making process. This way, efforts can work at both the brand level and the programmatic level, because truly, you can’t have one without the other. • • • We are engaging DNA, one of Seattle’s top brand strategy and advertising agencies led by Western alumnus Chris Witherspoon, on a project to facilitate three goals: Research Audit and Competitive Analysis: An objective external audit of existing qualitative and quantitative market research, including alumni and student surveys, perception studies and other secondary sources, combined with a deep dive into the messaging and positioning of key competitive universities. Articulation: A brand manifesto that gets at our rallying cry, or the greater purpose behind the Western brand, summarizing Western’s distinctive promise and value proposition, and providing a consistent set of copy points and a toolkit that marketers across the institution can use. We will also undertake brand positioning validation with key target audiences (WWU faculty and staff, current and prospective students, alumni and donors, parents, fans and friends) through focus groups. Activation: Development of a creative brief and a multi-channel brand advertising campaign that, ideally, will debut statewide in Spring 2018. 3 COMMUNICATIONS AND MARKETING Our skilled professionals worked on a wide range of online, print, social media, video and graphic design communications and marketing, which included: • The Seattle Times ran a story that highlighted a Woodring College program at Highline schools lauded as a model for training bilingual teachers; the Governor’s Office also praised the innovative program. KING 5 TV featured a Western outreach program assisting communities such as Stanwood; and Northwest Public Radio ran a story about Western geologists’ research on earthquake faults in the Northwest. The Bellingham Herald ran a story about WWU assistant professor Melissa Rice interviewing Andy Weir, acclaimed author of “The Martin.” The Herald also ran a story about WWU students helping the victims of the Las Vegas mass shooting. And our office responded to numerous media requests following reports of a voyeur near and on campus such as this King 5 TV story. • In marketing and social media, our staff assisted with a number of welcome events and event promotions at the outset of the academic year as well as assisting a number of departments, AS organizations, and programs with marketing and promotion planning for the year ahead, consulting on both social media, outreach and traditional print materials. • In publications, The fall/winter 2017 edition of Window magazine recently arrived on campus, with stories about the Carver renovation, an award-winning alumni novelist, and the future of journalism as told by WWU journalism alumni. The WWU Family Connection newsletter also continues to be well received by families and WWU departments alike. Now a monthly publication, the newsletter is a much-improved communications piece for WWU families. • In video and photography, our staff continued to produce the Western Window TV show, although a longer-term review of video and other visual communications is under way with an eye toward expanding access via multiple social media and online channels to enhance viewership and to modernize our visual storytelling capability. • Our graphic designers worked on a wide range of design projects with offices across campus, including fliers, posters, banners and online and social media design work. Some notable examples included: design and layout for Window magazine; design for a Sustainability Action Plan by the Office of Sustainability; branding for the Salish Sea Institute; WWU Quick Facts 2017 for Government Relations; CBE t-shirt design; Career Fair posters, posters for Student Outreach services; WWU Financial Statement 2017; and design assistance for student publications Planet and Klipsun magazines. 4 5 6 COMMUNITY RELATIONS After receiving feedback from external partners and internal WWU colleagues, The Front Door to Discovery has been changed to Community Relations. We feel that this title better clearly defines the position’s role, and since making the change, feedback has been extremely positive. Although the duties of the office remain the same, the new, recognizable title allows for better outreach and partnership results. The Office of Community Relations amplifies community connections by actively engaging with business, government, and non-profit entities. By providing a centralized connecting point for the community to access Western and its students and faculty, Community Relations builds partnerships that benefit both the university community and the people of Washington while enhancing the university’s reputation. 10 Community to University Projects Underway 137 Community to University Connections Made 20 Community Outreach Events Attended Business to Academic Partnerships With the academic school year underway, many community-to-university projects began. Partnerships included Trayvax, Valley Shine Distilling, Lautenbach Industries, Whatcom Dispute Resolution Center, and Apana. In one example, Valley Shine struggled with condensation forming in their bottles during the bottling process. Community Relations connected them with Engineering and Chemistry faculty and students who are working to find a solution. Another example includes Apana who is working with Facilities Management at Western on the possibility of installing sensors in Western’s water systems saving the university water and financial resources. In many cases, Community Relations drives the relationship to ensure an idea comes to fruition. Finally, Community Relations also connects individual business leaders to university resources. Two examples include business owner/angel investor, Michael LaBaw, and artist/teacher Larry Gerber. Increasing Western’s Presence in the Community Creates Opportunities and Builds Rapport Community Relations plays an important role ensuring that Western is not just visible in the community, but recognized as a key leader by actively serving on various boards, committees, and participating in events. Involvement includes Team Whatcom Economic Development, Domestic Violence Commission Board, Career Services Center Advisory Committee, Mayors Neighborhood Advisory Council, and Western Fall Welcome. The Director of Community Relations also served as the Master of Ceremonies at two community events - Blue Skies for Children Auction and the Annual Chamber of Commerce Awards Dinner. He also facilitated an interview with alumnus Jesse Moore in the WWU Underground Coffeehouse. Additionally, Community Relations builds partnerships with businesses, community leaders and organizations while working to boost Western’s connections and reputation by meeting hundreds of people. Examples include Bellingham City Club, WWU Men’s Basketball Tip Off Dinner, Bellingham Green Drinks, Geek Wire Summit, Technology Alliance Group Granary 7 Building Reception, Whatcom Business Alliance Business Expo, Bellingham Leadership forum, Hibulb Cultural Center Tour, Whatcom Business Alliance Economic Forecast Breakfast, SPIE building dedication, and others. Partnering Increases Western’s Impact Community Relations is able to serve as Western’s key community connector not only by being visible in the community, but by being a trusted WWU resource. Introductions lead to conversations, which lead to partnerships that benefit Western and the community the university serves. New introductions this quarter include organizations like DIRTT, Trails to Taps, Rawganique, Skagit Savings Bank, VSH Accountants, Alcoa, NW Technology, Squalicum High School, Skookum Kids, Kids in Motion, The Inn, Veritas Media Productions, Century Link, World Travel Agency, Whatcom Community College, and many more. SMALL BUSINESS DEVELOPMENT CENTER WWU Small Business Development Center: Q3 – 2017 CONTRACT DELIVERABLES ADVISING Q3 2017 YTD 2017 YTD 2016 Businesses Advised Advising & Support Hours 147 593 243 1731 249 2344 TRAINING Q3 2017 YTD 2017 YTD 2016 1 9 8 148 7 69 Q3 2017 YTD 2017 YTD 2016 5 214 16 395 33 454 Q3 2017 YTD 2017 YTD 2016 21 - 148 1 202 109 5 515 Trainings Trainees RESEARCH Research Projects Support Hours ADD’L SERVICES Non-Clients Supported Student/ Faculty Projects Student/ Faculty Project Hours WWU Small Business Development Center: 2017 DEMOGRAPHICS Top industries: Manufacturing, Health Care, Retail Dealer, Service Establishment • Top Areas of counseling: Marketing/ Sales, Managing a business, Financing/ Capital • Active clients’ total sales: $181M • Active clients’ total jobs: 3145 8 WWU Small Business Development Center: Q4 Highlights • • • • • • • Hosted “Management Toolkit” training series: o Happy Employees – Secrets to Staff Retention o The Magic Combination of Support and Accountability o The Tricky Team – Supervising Friends or Family Published WWU SBDC staff blogs, https://sbdc.wwu.edu/blog: o Leaders are Readers o How to Create a Dynamic and Fun Working Environment o How to Stand Out of Direct Mail o The Type A’s Guide to Being Okay with Being Okay o Simplify your Life with the Power of Pivot Tables o Building Your Facilitation Skills o The Benefits of Budgeting o Seizing Moments that Matter Hired a new Business Research and Technical Assistance Manager, Sherri Daymon Participated in Bellingham Business Journal interview regarding paid sick leave and minimum wage. Met with local, professional service providers in: banking, technology, marketing, videography and business consulting. Attended bi-annual Washington SBDC statewide professional development conference in Olympia, WA Attended Bellingham/ Whatcom Chamber of Commerce 2017 Business Awards where one of our clients was honored WWU Small Business Development Center: New Whatcom County Rural Outreach Program – starting January 2018 The Whatcom County Rural Outreach Program will expand and enhance the Western Washington University Small Business Development Center’s (WWU SBDC) current program offerings to the underserved rural area businesses of Whatcom County. The program is fully funded for 2018 by: SBA, City of Blaine and the Northwest Business Development Association fund the program. All services will be tailored specifically for entrepreneurs and owners of the rural businesses located in Whatcom County, including the communities of Sumas, Nooksack, Lynden, Blaine, Everson, Ferndale and Mt Baker Foothills as well as unincorporated Whatcom County. Menu of Services Offered: • One on one confidential business counseling • Market research and technical assistance • Workshops • Proactive On the Job Training Workforce Partnership Program outreach 9 WASHINGTON CAMPUS COMPACT Several events were held this fall to support community engagement initiatives at Western and across the state. 1) Presidents’ Meeting: Leading in Uncertain Times. Every day presidents are asked to take a stand on critical issues facing their institution, their institutions, and our global society. On November 16, 2017, presidents and chancellors from across the state convened to discuss questions such as: When do you take a stand and when do you not? How do presidents lead when campuses are exploring such complex issues as equity and inclusion, when there is political divisiveness, and when social media is so prevalent and often unreliable in disseminating accurate information? 2) Senior Administrators’ Meeting: Educational Equity in Higher Education. Fostering equity and inclusion on campuses and in communities is essential to meeting the diverse needs of students and our society. But shifting the culture and changing the systems of higher education to improve educational equity does not happen overnight. How do we facilitate the difficult conversations that are essential to fostering the needed change? How do we balance the need for inclusivity and safety with freedom of expression and debate? What are some strategies to strengthen equity, inclusion, and academic achievement for all students? On November 16, 2017, senior administrators convened to discuss these important issues facing higher education today. 3) Charting a Course on the Pathway to Community Engagement. Campus teams from across the country came together to participate in an institute to first assess current levels of community engagement on their campuses and then to develop strategic plans to advance community engagement efforts that support institutional priorities. Dr. Steve VanderStaay, Tim Costello and Eric Alexander from Western participated. This was an event sponsored by the Collaboratory, a company that helps campuses collect and assess community engagement data. 4) Associate Director Search. Washington Campus Compact launched a search for an associate director with expertise in educational equity and evaluation. This position will help incorporated educational equity into current and future programs, develop an impact evaluation for the College Access Corps program, and help research new grants to support community engagement and educational equity initiatives. WEB COMMUNICATION TECHNOLOGIES (WebTech) The bulk of fall term was focused on releasing projects that began in early summer as well as working through and developing a plan for the next phase of the Office for Civil Rights (OCR) voluntary agreement over digital accessibility. Our work on migrating search from the existing Google search appliance to the new product Thunderstone is going well. By the end of December, we are scheduled to have the final component developed and can then begin converting existing sites to the new appliance well before the April deadline. 10 We worked hard and in close collaboration with the campus community to develop and release the new Western Events calendar. This calendar replaces a system that was being paid for but not well maintained and allows WWU to continue migrating from the EMS room scheduling system to 25Live. Currently the calendar aggregates events from the Associated Students, Athletics, Western Today, Registrar, New Student Services and Family Outreach, the College of Fine and Performing Arts, Fairhaven College, as well as allowing Western students and staff to submit events to the global calendar. The SMATE program received a much-needed update to their website positioning frequently requested resources on the front page. WebTech has 11 projects currently in various phases of development and 28 projects that are in our queue to begin. Throughout the fall term we have been focused on addressing the requests for help/improvements/changes that had been in existence for a long period of time. The team developed solutions for 32 long standing tickets and have another 11 nearly wrapped up. This has all been done with a smaller than average student workforce. Admissions has hired a web developer and we are working with her to transition WebTech to more of a support role rather than the primary executors of work. Wrapping up fall term will see WebTech solidifying key positions with permanent personnel. Additionally, the accessibility remediation work will begin to accelerate entering into January when OCR receives our completed audit of all websites at Western and our plan to address any deficiencies found. 11 The request queue outstripped what we could resolve through much of the past two months. WebTech continues to look for further efficiencies and work strategies to keep campus moving smoothly through the digital realm. 12 WESTERN WASHINGTON UNIVERSITY ITEM SUBMITTED TO THE BOARD OF TRUSTEES TO: Members of the Board of Trustees FROM: Becca Kenna-Schenk, Executive Director, Government Relations DATE: December 15, 2017 SUBJECT: Legislative Update PURPOSE: Information Item Purpose of Submittal: A written report of Legislative Updates. Supporting Information: Report Attached Federal Government Relations Congress is currently considering substantial changes to the federal tax code, which could affect higher education institutions and students. The proposal that passed the House on November 16 calls for the elimination of tax deductions for interest paid on student loans and repeal of the Lifetime Learning Credit, which offsets 20 percent of the first $10,000 of qualified education expenses. The proposal would also require graduate students to pay taxes on tuition waivers and would eliminate tax deductions for employer-provided education assistance. The Senate passed a separate proposal on December 2, which does not include any of these proposed changes. Republicans in Congress have announced intentions to pass a final tax reform plan by the end of the calendar year. Congress has also announced plans to reauthorize the Higher Education Act (HEA) early in 2018 and the Senate and House are expected to release HEA proposals this month. Both chambers are expected to recommend simplifying the FASFA, and the House proposal will likely cap the amount that students can borrow and end a public service student loanforgiveness program. Congress also faces a December 8 deadline to pass a federal spending plan for FY 2018 and to avert a federal government shutdown. Some Democrats are insisting that a path to citizenship for Deferred Action for Childhood Arrivals (DACA) recipients be included as part of a spending deal. President Trump ordered an end to the DACA program and it is scheduled to expire March 5 unless a new plan is approved. State Government Relations The sixty-day 2018 Supplemental Session is scheduled to begin on January 8 and end on March 8. The Legislature has not yet passed the 2017-19 Capital Budget. Plans are underway to bring the legislative measure up for a vote during the first weeks of the 2018 Session, but it is still unclear if there is sufficient legislative support to pass the budget bill, along with the capital bonds bill. In a typical supplemental session, the Legislature adopts supplemental operating and capital budget bills that make minor adjustments to the biennial budget bills passed in the previous session. The Legislature is expected to adopt both a 2018 Supplemental Operating and Capital budget during the short, sixty-day session. Western’s budget priorities for the 2018 session include: • Adoption of the 2017-19 Capital Budget; • $1.2 million per year to increase capacity in STEM degree programs; • $1 million per year to establish a degree program in Marine, Coastal and Watershed Sciences; • Maintenance and Operations funding for the Poulsbo SEA Discover Center; and • Supplemental Capital Budget funding for minor capital construction improvements not addressed in the biennial capital budget. The House Education Committee met on November 27 in Mount Vernon to learn more about regional partnerships related to teacher preparation. As part of the work session, Western faculty, students, and staff from WWU’s Woodring College of Education presented on various programs related to teacher preparation, including several initiatives involving partnerships with the Mount Vernon School District and Skagit Valley College. 18. DATE FOR NEXT REGULAR MEETING • February 8 & 9, 2017 19. Adjournment