REGULAR MEETING OF THE BOARD OF TRUSTEES Jackson College – Central Campus Jackson, Michigan March 9, 2020 The regular meeting of the Board of Trustees of Jackson College was held on Monday, March 9, 2020 at Jackson College’s Central Campus, located at 2111 Emmons Road, Jackson, Michigan 49201. Board Chairman Barnes called the meeting to order at 6:30pm Eastern Daylight Savings Time. Board Members Present: Sam Barnes, Trustee/Chairman; Donna Lake, Trustee/Treasurer; John Crist, Trustee/Vice-Chairman; Matt Heins, Trustee; Philip Hoffman, Trustee and, Sheila Patterson, Trustee/Secretary and Dr. Ed Mathein, Trustee. Others Present: Dr. Daniel J. Phelan, Dr. Kate Thirolf, Jeremy Frew, Darrell Norris, Lee Hampton, Jim Jones, Alana Tuckey, Michael Masters, Bill Abbott, Jeremy Carrier and Sara Perkin. ADOPTION OF MINUTES The minutes of the Regular Board Meeting on January 13, 2020 were considered and moved into the record, without modification by Chairman Barnes on behalf of the Trustees. DECLARATION OF CONFLICT OF INTEREST There were no conflicts of interest on the agenda noted by Trustees. OWNERSHIP LINKAGE Public Comments There were no public comments. President Phelan provided an update on the continuity planning underway given the current coronavirus situation. In addition, legal counsel Bill Abbott was on hand to comment on holding a remote board meeting if the College closes down due to the current epidemic concerns. President Phelan thanked Trustee Crist for attending the PTK Luncheon in Lansing, earlier in the day. Chairman Barnes asked if the continuity plan is just for the spring or for the fall. President Phelan will keep the Board advised. GOVERNANCE PROCESS ITEMS FOR DECISION Consideration of Spring Planning Session Date
President Phelan shared that the proposed date for the Board’s Spring Planning Session is April 29, 2020. MOTION BY TRUSTEE MATHEIN “to approve April 29, 2020 as the Board’s Spring Planning Session. MOTION PASSED UNANIMOUSLY. Consideration of Spring Planning Session Content President Phelan shared current potential topics for the Board’s Spring Planning Session, including budget targets and policy governance, and asked if there were additional items the Board would like on the budget. No additional topics were proposed. EXECUTIVE LIMITATIONS ITEMS Consideration of Crockett Award Recipient Jackson College Foundation Jason Valente provided an overview of the proposed Crockett Award Recipient, Woody Wilson. MOTION BY TRUSTEE CRIST “to approve Woody Wilson as the 2020 Crocket Award recipient. “MOTION PASSED UNANIMOUSLY. Consideration of the Distinguished Service Award Recipient Chairman Barnes led discussion on the proposed Distinguished Service Award recipients. Following discussion MOTION BY TRUSTEE HOFFMAN “to approve Evelyne Jones and Al Krieger as the 2020 Distinguished Service Award recipients. “MOTION PASSED UNANIMOUSLY. One will be shared at each of the two commencement ceremonies. Consideration of Wickwire House Future Use Chairman Barnes summarized why the agenda item regarding Wickwire house was carried over. As requested by the Board, Jason Valente provided comments for consideration on behalf of the Foundation Board. Discussion regarding the proposed solution of the Foundation taking over the property was had. MOTION BY TRUSTEE MATHEIN “to authorize the President to prepare documents to transfer the Wickwire property ownership to the Jackson College Foundation. ROLL CALL VOTE. TRUSTEES LAKE, MATHEIN, HEINS, BARNES, CRIST, PATTERSON AND HOFFMAN VOTING AYE. MOTION PASSED UNANIMOUSLY. Consideration of Millage for November 2020 President Phelan provided an overview of a proposal to pursue a Headlee override on the November 2020 ballot. MOTION BY TRUSTEE HOFFMAN “to pursue a Headlee override on the November 2020 ballot.” ROLL CALL VOTE. TRUSTEES HOFFMAN, PATTERSON, CRIST, BARNES, HEINS, MATHEIN AND LAKE VOTING AYE. MOTION PASSED UNANIMOUSLY. Consideration of Jackson College Foundation Board Member Appointments Following action taken by the Foundation Board at their February 27, 2020 Board Meeting, Jason Valente provided a summary of their recommendation to add Sara Main, Orlando Hampton and Dale Robert to the Foundation Board. MOTION BY
TRUSTEE CRIST “to add Sara Main, Orlando Hampton and Dale Robert to the Foundation Board. “MOTION PASSED UNANIMOUSLY. Consideration of Bond Authorizing Resolution President Phelan detailed that the College has the opportunity to capture a savings by refinancing CV3, while also borrowing to cover the storm water project and the Potter Center entrance renovation project. Enclosed is a Bond Authorizing Resolution for the refinancing of CV3, for the storm water project, and for the Potter center entrance project at a cost not to exceed $2.12MM. MOTION BY TRUSTEE LAKE “To approve the bond authorizing resolution for the refinancing of CV3, the storm water project and for the potter center entrance project at a cost not to exceed $2.12MM.” ROLL CALL VOTE: TRUSTEES LAKE, MATHEIN, HEINS, BARNES, CRIST, PATTERSON AND HOFFMAN VOTING AYE. MOTION PASSED UNANIMOUSLY. SELF-EVALUATION OF GOVERNANCE PROCESS & BOARD PERFORMANCE AT THIS MEETING This agenda item provided an opportunity for the Board to reflect on how well Policy Governance principles were incorporated into each meeting. ADJOURN MOTION BY TRUSTEE HOFFMAN “To adjourn.” MOTION PASSED UNANIMOUSLY. Meeting adjourned at 7:50PM. The foregoing minutes of the regular meeting of the Board of Trustees held on Monday, March 9, 2020 were approved at the regular meeting of the Board held on May 11, 2020. _______________________ Secretary
_______________________ Chairman
SPRING PLANNNIG SESSION OF THE BOARD OF TRUSTEES Jackson College Virtual/Electronic – Via Zoom April 29, 2020 The Spring Planning Session of the Board of Trustees of Jackson College was held on Wednesday, April 29, 2020 electronically on Zoom. Board Chairman Barnes called the meeting to order at 8:30am Eastern Daylight Savings Time. Board Members Present: Sam Barnes, Trustee/Chairman; Donna Lake, Trustee/Treasurer; John Crist, Trustee/Vice-Chairman; Matt Heins, Trustee; Philip Hoffman, Trustee and, Sheila Patterson, Trustee/Secretary and Dr. Ed Mathein, Trustee. All members were able to both see and hear each other. Others Present: Dr. Daniel J. Phelan, Dr. Kate Thirolf, Jeremy Frew, Darrell Norris, Jim Jones, Sara Perkin, Cindy Allen, Jason Valente and Dotty Karkheck. ROLL CALL Chairman Barnes noted that all Trustees are present. PUBLIC COMMENTS There were no public comments offered, as no members of the public were attending on Zoom. BUDGET President Phelan provided an overview of the current FY ’20 performance to date, shared an update on cash flow and reviewed the proposed FY ’21 budget targets. Dr. Phelan noted that even with cuts made to-date, without additional infusions of cash, the College would be out of money in October. However, an aggressive recruitment and retention plan, as well as other cost reduction strategies, such as early buyout, employment freeze, and no wage increases, the Could have a balanced fiscal year. He also noted that any variation of items such as reductions in state aid, enrollment, etc., would have a very harsh impact upon the budget. Trustee Hoffman commented that he is very supportive of the proposed budget that was shared and will support it at the May Board Meeting. POLICY GOVERNANCE Consultant Rose Mercier attended electronically and provided a presentation on monitoring which included reasonable interpretation. She led the board through the development of monitoring policies. Questions were addressed. President Phelan will work with Rose to begin the reports. PLUS/DELTA
Chairman Barnes opened up time for plus and delta. President Phelan asked how everyone felt about the efficacy and utility of the virtual meeting. Comments noted that there were no technical issues but the concern of staying focused was brought up. It was suggested that breaks will be taken 10 minutes before the hour. Chairman Barnes asked for Sara to be the time keeper and remind folks when a break is coming. ADJOURN MOTION BY TRUSTEE HOFFMAN “To adjourn.� MOTION PASSED UNANIMOUSLY. Meeting adjourned at 11:29AM. The foregoing minutes of the Spring Planning Session of the Board of Trustees held on Wednesday, April 29, 2020 were approved at the regular meeting of the Board held on May 11, 2020. _______________________ Secretary _______________________ Chairman
BOARD OF TRUSTEES MEETING Action & Information Report Board Meeting Date: May 11, 2020 TO: FROM:
Jackson College Board of Trustees Dr. Daniel J. Phelan, President
Subject to be Discussed: 4.0
Ownership Linkage 4.1 Public Comments (limit of 5 minutes per person)
Description: This item on the agenda for members of the community to provide comments to the Board of Trustees. There is one open forum period during each regularly scheduled board meeting. Comments are limited to five (5) minutes unless a significant number of people plan to speak, in that instance the Chair may limit a person’s comments to less than five (5) minutes. When addressing the Board speakers are asked be respectful and civil, and are encouraged to address individual, personnel or student matters directly with the appropriate college department. As a practice, the Board does not respond in this setting when the matter presented concerns personnel, student issues, or matters that are being addressed through the established grievance or legal processes, or otherwise a subject of review by the Board of Trustees. Resource Impact: None Requested Board Action: None Action Taken: None
BOARD OF TRUSTEES MEETING Action & Information Report Board Meeting Date: May 11, 2020 TO: FROM:
Jackson College Board of Trustees Dr. Daniel J. Phelan, President
Subject to be Discussed: 5.1
Selection of Board Audit Committee Members
Description: As you are aware, the Boards’ By-Laws indicate that the Board will have a standing Audit Committee to work with the Board’s appointed auditor to conduct a financial evaluation of FY ‘21. The current committee members are Vice Chairman Crist, Trustee Heins and Trustee Lake. I ask for your recommendations for committee members for consideration of the FY ’20 audit year. Resource Impact: None Requested Board Action: Selection of Board Audit Committee Members Action Taken: Trustees Crist, Hoffman and Mathein agreed to serve on the Audit Committee for FY 2021.
BOARD OF TRUSTEES MEETING Action & Information Report Board Meeting Date: May 11, 2020 TO: FROM:
Jackson College Board of Trustees Dr. Daniel J. Phelan, President
Subject to be Discussed: 5.2
Consideration of June Board Meeting Design
Description: Given the current COVID-19 situation, this item has been added to the agenda to determine if the Board would like to hold the regular meeting scheduled for June 8, 2020 online, via Zoom, or in person. If held on campus, all necessary precautions will be taken to provide CDC safe distance protocols.
Resource Impact: None Requested Board Action: Consideration of June Board Meeting Design. Action Taken: NMOTION BY TRUSTEE HEINS “to hold the June 8, 2020 meeting via Zoom.” MOTION PASSED UNANIMOUSLY.
BOARD OF TRUSTEES MEETING Action & Information Report Board Meeting Date: May 11, 2020 TO: FROM:
Jackson College Board of Trustees Dr. Daniel J. Phelan, President
Subject to be Discussed: 6.1
CEO Certification of Executive Limitations Compliance
The Board requires that I comply with Executive Limitations as stated in the Board Policy manual. The required certification is enclosed for your review in fulfillment of that requirement. Given the full integration of Policy Governance, this will be the last time the Board satisfies Executive Limitations monitoring in this way. Individual monitoring will be presented, going forward, for each Executive Limitation.
Resource Impact: None Requested Board Action: None Action Taken: None
BOARD OF TRUSTEES MEETING Action & Information Report Board Meeting Date: May 11, 2020 TO: FROM:
Jackson College Board of Trustees Dr. Daniel J. Phelan, President
Subject to be Discussed: 6.2
JPEC Continuity of Instruction Plan
Enclosed is the JPEC Continuity of Instruction Plan as required by the Michigan Department of Education. I have ensured that the plan was submitted by the required due date of April 28, 2020. I am requesting you ratify the action I have taken as the CEO of approving the JPEC Continuity of Instruction Plan.
Resource Impact: None Requested Board Action: Ratification of actions of the CEO to approve JPEC Continuity of Instruction Plan. Action Taken: MOTION BY TRUSTEE CRIST “to ratify the JPEC Continuity of Instruction Plan.” MOTION PASSED UNANIMOUSLY.
BOARD OF TRUSTEES MEETING Action & Information Report Board Meeting Date: May 11, 2020 TO: FROM:
Jackson College Board of Trustees Dr. Daniel J. Phelan, President
Subject to be Discussed: 6.3
Sunset of Current Board-Staff Relations Policies
Following work with consultant Rose Mercier to develop new Board–CEO Delegation Policies it is necessary to take action to sunset the current/old Board-Staff Relations policies. Specifically, the policies requested for sunset are: 0101 Delegation to the President 0102 President’s Job Description 0103 Monitoring Presidential Performance 0104 Emergency Presidential Succession Plan Resource Impact: None Requested Board Action: Consideration of sunset of current Board-Staff Relations policies 0101, 0102, 0103 and 0104. Action Taken: MOTION BY TRUSTEE MATHEIN “To sunset the current Board-Staff Relations policies as presented. MOTION PASSED UNANIMOUSLY.
BOARD OF TRUSTEES MEETING Action & Information Report Board Meeting Date: May 11, 2020 TO: FROM:
Jackson College Board of Trustees Dr. Daniel J. Phelan, President
Subject to be Discussed: 6.4
Consideration of New Board-CEO Delegation Policies
Enclosed for your consideration are the proposed new Board-CEO Delegation Policies that have resulted from the work with consultant Rose Mercier. Specifically, they are: Global Statement BCD - 1 Unity of Control BCD - 2 Accountability of the President BCD - 3 Delegation to the President BCD - 4 Monitoring President Performance BCD - 5 President Succession BCD - 6 President Compensation Resource Impact: None Requested Board Action: Approval of new Board-CEO Delegation policies Global Statement, BCD - 1, BCD – 2, BCD – 3, BCD – 4, BCD – 5 and BCD – 6. Action Taken: MOTION BY TRUSTEE HEINS “To approve the Global Statement and 6 new BoardCEO Delegation policies as presented.” MOTION PASSED UNANIMOUSLY.
BOARD OF TRUSTEES MEETING Action & Information Report Board Meeting Date: May 11, 2020 TO: FROM:
Jackson College Board of Trustees Dr. Daniel J. Phelan, President
Subject to be Discussed: 6.5
Consideration of Resolution for Bond Refinancing
Enclosed for your consideration is Bond Resolution, previously approved by the board, that will now allow us to expand the scope of the 2020 bond issue related to Campus View III and authorize us to reimburse ourselves for project expenses that have been paid within 60 days of this resolution passing.
Resource Impact: None Requested Board Action: Approval of the resolution for bond refinancing Action Taken: MOTION BY TRUSTEE CRIST “To approve the resolution for bond refinancing” ROLL CALL VOTE: TRUSTEES MATHEIN, LAKE, HEINS, CRIST, PATTERSON, HOFFMAN AND BARNES MOTION PASSED UNANIMOUSLY.
Jackson College, Michigan (the “College”) A regular meeting of the board of trustees of the College (the “Board”) was held in the Electronically via Zoom, within the boundaries of the College district, on the 11th day of May, 2020, at 6:30 o’clock in the p.m. The meeting was called to order by Samuel Barnes, Chairperson. Present:
Trustees Samuel Barnes, John Crist, Donna Lake, Sheila Patterson, Edward Mathein, Matthew Heins and Philip Hoffman
Absent:
Trustees None, All Present
The following preamble and resolution were offered by Trustee John Crist and supported by Trustee unanimously supported: WHEREAS: 1. The Board has previously approved a resolution authorizing the purchase of a facility known as the Campus View III facility, as well as building site improvements and infrastructure for college facilities (the “Prior Project”) and further authorizing one or more taxexempt bond obligations in a currently estimated aggregate amount of not to exceed Eleven Million Seven Hundred Thousand Dollars ($11,700,000) (the “Bonds”); and 2. The Board desires to expand the purpose of the Prior Project, to add erecting and/or acquiring housing facilities and related facility and site improvements, to be used for student family housing (the “Added Project”, and combined with the Prior Project, the “Project”); and 3. The Internal Revenue Service authorizes, by regulation, the allocation of bond proceeds to reimburse expenditures previously made by an issuer of bonds, being Section 1.1502; and 4. In anticipation and preparation for the Project, the College will incur certain expenses in advance of receipt of bond proceeds; and 5. Payments of such expenses made by the Board are an advance from the General Fund to be repaid upon the approval and receipt of bond proceeds. NOW, THEREFORE, BE IT RESOLVED THAT: 1. The Board hereby authorizes the inclusion of the Added Project into the overall Project for the Bonds. 2. All of the payments of Project expenses initially to be made with funds other than proceeds of the Bonds and then to be reimbursed by the College from proceeds of the Bonds will be for costs of a type properly chargeable to the capital account of the project under general income tax principles, non-recurring working capital expenditures (of a type not customarily payable from current revenues), or costs of issuing the Bonds. Other than any preliminary expenditures for architectural, engineering, surveying, soil testing, costs of issuing the Bonds, or similar purposes that may have been paid more than sixty (60) days prior to the date of this resolution, all such
Project expenditures have been paid not more than sixty (60) days earlier than the date of this resolution or will be paid on or after the date of this resolution. 3. The payments of Project expenses and the purposes of said payments are hereby approved, and the monies are authorized to be advanced from monies on hand in the General Fund, which monies will be repaid to the General Fund from the Bond proceeds when received. The debt service for the Bonds will be paid from unlimited tax revenues. 4. The College shall reimburse the General Fund not earlier than the date on which the expenses are paid and not later than the latter of: (a)
the date that is eighteen (18) months after the expenses are paid, or
(b)
the date the Project is placed in service or abandoned, but in no event more than three (3) years after the expenses are paid.
5. All resolutions and parts of resolutions insofar as they conflict with the provisions of this resolution be and the same are hereby rescinded. Ayes:
Trustees
Nays:
Trustees
Samuel Barnes, John Crist, Donna Lake, Sheila Patterson, Edward Mathein, Matthew Heins and Philip Hoffman
Resolution declared adopted. Secretary, Board of Trustees The undersigned duly qualified and acting Secretary of the Board of Trustees of Jackson College, Michigan, hereby certifies that the foregoing constitutes a true and complete copy of a resolution adopted by the Board at a regular meeting held on May 11, 2020, the original of which is part of the Board’s minutes. The undersigned further certifies that notice of the meeting was given to the public pursuant to the provisions of the “Open Meetings Act” (Act 267, Public Acts of Michigan, 1976, as amended).
Secretary, Board of Trustees
CJI/baf
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BOARD OF TRUSTEES MEETING Action & Information Report Board Meeting Date: May 11, 2020 TO: FROM:
Jackson College Board of Trustees Dr. Daniel J. Phelan, President
Subject to be Discussed: 6.6
Consideration of Resolution to Establish a Line of Credit
Enclosed for your consideration is a resolution to establish a school line of credit which would allow us to secure funds for college operations or to pay previous loans obtained for college operations under the Community College Act. I would only make use of this funding for either temporary cash flow purposes, or emergency operational considerations.
Resource Impact: None Requested Board Action: Consideration of resolution to establish a line of credit. Action Taken: MOTION BY TRUSTEE MATHEIN “To approve the resolution for bond refinancing” ROLL CALL VOTE: TRUSTEES MATHEIN, LAKE, HEINS, CRIST, PATTERSON, HOFFMAN AND BARNES MOTION PASSED UNANIMOUSLY.
BOARD RESOLUTION TO ESTABLISH SCHOOL DISTRICT LINE OF CREDIT Jackson College, Michigan (the “Issuer”) A regular meeting of the board of trustees of the Issuer (the “Board”) was held electronically pursuant to Michigan Executive Order 2020-48 through Zoom, with identification number (if applicable) on the 11th day of May, 2020, at 6:30 o’clock in the p.m. The meeting was called to order by Samuel Barnes, Chairperson. Present:
Trustees Samuel Barnes, John Crist, Donna Lake, Sheila Patterson, Edward Mathein, Matthew Heins and Philip Hoffman
Absent:
Trustees None, All present
The following preamble and resolution were offered by Trustee Edward Mathein and supported by Trustee unanimously supported: WHEREAS: Section 127 of 1966 PA 331, as amended (the “Community College Act”), authorizes this Board to obtain a line of credit to secure funds for college operations or to pay previous loans obtained for college operations under the Community College Act or any other statute; and As security for the proposed line of credit, the Board is authorized to pledge allocating of fees and charges required to be paid by students enrolling in the college for that fiscal year for repayment of funds received pursuant to the line of credit; and The Community College Act requires that a line of credit be issued subject to the Revised Municipal Finance Act, Act 34, Public Acts of Michigan, 2001, as amended (the “Act”); and Five percent (5%) of estimated fiscal year 2019-2020 operating expense is $2,204,000; and The process of soliciting bids by publishing a notice of sale in a publication as specified in Section 309(2) of the Act is prohibitively more expensive than obtaining bids through the distribution of a solicitation for bids. NOW, THEREFORE, BE IT RESOLVED THAT: Based upon expense considerations associated with publishing a notice of sale, as specified in Section 309(2) of the Act, the Board authorizes the distribution of a solicitation for bids, without publication, to obtain bids under the terms specified herein.
This Board does hereby determine that it is in the best interest of the Issuer and its fiscal operation for the fiscal year 2020-2021 to obtain a line of credit to secure funds for college operations and/or to pay previous obligations incurred for college operations. This Issuer shall secure a line of credit with the maximum available borrowing amount of not to exceed Ten Million Dollars ($10,000,000), or such lesser amount as reduced by a member of either the administrative staff or the Board of Issuer, and shall issue its line of credit obligation (the “Line of Credit”) therefor. The Issuer hereby appropriates a sufficient amount of its 2020-2021 fees and charges paid by students enrolling in the College, which amount is expected to be $ 23,393,941, of which $ 0 has already been received by the Issuer, to repay the principal of and interest on the Line of Credit. In addition, the full faith and credit of the Issuer is hereby irrevocably pledged for payment of the proposed Line of Credit, and in case of insufficiency of fees and charges paid by students enrolling in the College, the Issuer shall pay the Line of Credit as a first budget obligation from any funds legally available therefor, and, if necessary, levy taxes on all taxable property of the Issuer for the payment thereof, subject to applicable constitutional, statutory, and charter tax rate limitations, all pursuant to the Community College Act. The pledge of full faith and credit is subordinate to any encumbrances or tax levies pledged or to be pledged for the payment of tax anticipation notes issued or to be issued by the Issuer pursuant to Act 34, Public Acts of Michigan, 2001, as amended. The Line of Credit shall not be considered indebtedness of the State of Michigan, and the obligation shall carry a statement to that effect. Said Line of Credit shall be dated as of September 1, 2020, or date of delivery, shall bear interest on the outstanding balance of any draws against that Line of Credit (“Draws”) made by the Issuer from the date of that Draw until that Draw or portion of Draw is paid, at a rate not exceeding the maximum interest rate percentage per annum permitted by law on the balance remaining unpaid. The total of all Draws outstanding at any one time against the Line of Credit shall not exceed $10,000,000. Interest shall be payable to the Registered Owner monthly on the first day of each month during the life of the Line of Credit, until the outstanding Draw amounts are fully paid, in lawful money of the United States of America, at such bank or trust company in the State of Michigan as shall be designated by the original purchaser of the Line of Credit, which paying agent qualifies as such under the statutes of the State of Michigan or of the Federal Government. The principal amount of any Draw shall be due and payable on or before August 31, 2021. In the discretion of the Issuer, principal payments on any Draw occurring before August 31, 2021, may be made in whole or in part. If more than one Draw against the Line of Credit is made, those Draws shall be numbered serially from 1 upwards, and any payments made prior to maturity shall be applied to the Draws in direct numerical order. Draws shall be issued in minimum denominations of $100,000 or increments of $5,000 in excess of $100,000 and any partial repayment of any Draw shall result in the remaining outstanding portion of such Draw being not less than $100,000. The form of the Line of Credit shall be in substantially the form set forth and attached hereto as Exhibit A, as may be modified by the President or Vice President of Finance, and the form of any Draw against the Line of Credit shall be in the form set forth and attached hereto as Exhibit B.
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Based upon the determination of Paragraph 1 of this resolution, a member of either the administrative staff or the Board of the Issuer is authorized to arrange for the sale of such Line of Credit without the taking of competitive bids thereon, provided that when competitive bids are solicited and more than one bid received, such Line of Credit shall be awarded to the lowest responsible bidder. A member of either the administrative staff or the Board of the Issuer is directed to execute a certificate accepting the interest rate and purchase price of the Line of Credit on behalf of the Issuer. The Line of Credit and any related Draw shall be executed by the President and Vice President of Finance of the College. In the absence of the President, the Board Chair of the College may sign in the place of the President, and in the absence of the Vice President of Finance of the College, the Secretary or the Treasurer of the Board may sign in place of the Vice President of Finance. The form of solicitation for bids shall be in substantially the form set forth and attached hereto as Exhibit C. The Board acknowledges that the interest on the Line of Credit and the Draws are not exempt from federal income taxation. Within fifteen (15) business days after issuance of the Line of Credit, the Board hereby authorizes and directs the Vice President of Finance to cause to be filed with the Department of Treasury any and all documentation required subsequent to the issuance of the Line of Credit and the payment of all related state fees from the general fund of the College. Further, within fifteen (15) business days after any Draw against or payment on the Line of Credit, the Board hereby directs the Vice President of Finance to file with the Department of Treasury any information required by the Department of Treasury regarding the same. The President, Vice President of Finance, Chair, Secretary, and Treasurer are each further authorized to execute any documents or certificates necessary to complete the transaction. Any of those officers may designate, in writing, an individual to act in their place with respect to the powers conveyed in this paragraph. The financial consulting firm of PFM Financial Advisors LLC, is hereby appointed as financial consultants to the Issuer with reference to the issuance of the Line of Credit herein authorized.
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All resolutions and parts of resolutions insofar as they conflict with the provisions of this resolution be and the same are hereby rescinded. Ayes:
Trustees
Nays:
Trustees
Samuel Barnes, John Crist, Donna Lake, Sheila Patterson, Edward Mathein, Matthew Heins and Philip Hoffman
Resolution declared adopted. Secretary, Board of Trustees The undersigned duly qualified and acting Secretary of the Board of Trustees of Jackson College, Michigan, hereby certifies that the foregoing constitutes a true and complete copy of a resolution adopted by the Board at a regular meeting held on May 11, 2020, the original of which is part of the Board’s minutes. The undersigned further certifies that notice of the meeting was given to the public pursuant to the provisions of the “Open Meetings Act” (Act 267, Public Acts of Michigan, 1976, as amended).
Secretary, Board of Trustees CJI/ssw
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EXHIBIT A UNITED STATES OF AMERICA STATE OF MICHIGAN JACKSON COLLEGE 2020 LINE OF CREDIT Rate
Maturity Date
Date of Original Issue
REGISTERED OWNER: MAXIMUM PRINCIPAL AMOUNT: Jackson College, State of Michigan (the “Issuer”), for value received, hereby promises to pay to the Registered Owner specified above, or registered assigns, pursuant to this line of credit (the “Obligation”), the Maximum Principal Amount specified above or so much of such sum as may be advanced from time to time by the Registered Owner to the Issuer in one or more draws (the “Draws”), payable on or before August 31, 2021, with interest thereon from the date of any advance until paid, on the first day of each month in which any or all of the Maximum Principal Amount remains outstanding, at the Rate specified above based on a 360-day year, 30-day month. In the discretion of the Issuer, principal payments on any Draw occurring before August 31, 2021 may be made in whole or in part. Draws shall be issued in minimum denominations of $100,000 or increments of $5,000 in excess of $100,000 and any partial repayment of any Draw shall result in the remaining outstanding portion of such Draw being not less than $100,000. Draws against this Obligation are subject to the right of the Issuer to pay the same in whole or in part, without premium or penalty, at any time prior to maturity. Provided the Issuer is not in default under the terms of this Obligation or any of its related obligations, the Registered Owner shall permit Draws against this Obligation at any time and from time to time, prior to August 31, 2021, in such amounts as the Issuer shall request, not to exceed in aggregate the Maximum Principal Amount of this Obligation less any amounts previously drawn and then outstanding against this Obligation. This Obligation and the Draws thereon are issued under the provisions of Section 127 of Act 331, Public Acts of Michigan, 1966, as amended, and Act 34, Public Acts of Michigan, 2001, as amended, for the purpose of providing money for college operations for the fiscal year ending June 30, 2021, or to pay previous obligations incurred for college operations under any statute. The Issuer has pledged for the payment of this Obligation and the Draws thereon monies to be received by it from fees and charges paid by students enrolling in the College. As additional security the Issuer has pledged the full faith, credit and resources of the Issuer and, in the event of the unavailability or insufficiency of fees and charges paid by students enrolling in the College for any reason, this Obligation and the Draws thereon are payable from tax levies within the Issuer’s constitutional, statutory, and charter limitations or from unencumbered funds of the Issuer. The pledge of the full faith, credit and resources is subordinate to any encumbrances of tax levies pledged for the payment of tax anticipation notes issued or to be issued by the Issuer pursuant to Act 34, Public Acts of Michigan, 2001, as amended. This Obligation and any Draws thereon shall not be considered indebtedness of the State of Michigan. 5
It is hereby certified and recited that all acts, conditions and things required by law, precedent to and in the issuance of this Obligation, have been done, exist and have happened in regular and due time and form as required by law, and that the total indebtedness of the Issuer, including this Obligation, does not exceed any constitutional or statutory limitation as of the date hereof. IN WITNESS WHEREOF, Jackson College, State of Michigan, by its Board of Trustees, has caused this Obligation to be signed in the name of the Issuer by its President and Vice President of Finance, as of September 1, 2020. Jackson College State of Michigan By
And
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President
Vice President of Finance
EXHIBIT B UNITED STATES OF AMERICA STATE OF MICHIGAN JACKSON COLLEGE DRAW No. ___ AGAINST 2020 LINE OF CREDIT Rate
Maturity Date August 31, 2021
Date of Original Issue
REGISTERED OWNER: PRINCIPAL AMOUNT: Pursuant and subject to the terms and conditions of the associated 2020 Line of Credit, dated ______________ (the “Obligation”) of Jackson College, State of Michigan (the “Issuer”), the Issuer does hereby draw against the Obligation (the “Draw”) and promises to pay the Registered Owner specified above, or registered assigns, the Principal Amount specified above, payable on or before August 31, 2021, with interest thereon from the date specified above until paid, on the first day of each month in which any or all of the Principal Amount remains outstanding, at the Rate specified above based on a 360-day year, 30-day month. Payments of the Principal Amount made before August 31, 2021, may be made in whole or in part in the discretion of the Issuer. Draws shall be issued in minimum denominations of $100,000 or increments of $5,000 in excess of $100,000 and any partial repayment of any Draw shall result in the remaining outstanding portion of such Draw being not less than $100,000. In the event of one or more partial payments of the Principal Amount made before August 31, 2021, the Registered Owner shall surrender this Draw to the Issuer in exchange for a replacement Draw in a new principal amount reflecting the then unrepaid portion of the Principal Amount of this Draw. Neither this Draw nor the Obligation shall be considered indebtedness of the State of Michigan. It is hereby certified and recited that all acts, conditions and things required by law, precedent to and in the issuance of this Draw and the related Obligation, have been done, exist and have happened in regular and due time and form as required by law, and that the total indebtedness of the Issuer, including this Draw, does not exceed any constitutional or statutory limitation as of the date hereof. IN WITNESS WHEREOF, Jackson College, State of Michigan, by its Board of Trustees, has caused this Draw to be signed in the name of the Issuer by its President and Vice President of Finance, as of _____________________. Jackson College State of Michigan By _________________________________ President And ________________________________ Vice President of Finance
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EXHIBIT C SOLICITATION FOR BIDS JACKSON COLLEGE STATE OF MICHIGAN NOT TO EXCEED $10,000,000 LINE OF CREDIT SEALED UNCONDITIONAL AND FIRM BIDS for the purchase of not to exceed Ten Million Dollars ($10,000,000) Line of Credit (the “Line of Credit”) will be received and tabulated at , Michigan _______, until ____ o’clock ___.m., prevailing Eastern Time, on the ____ day of __________, 2020. Award of the Line of Credit will be made on behalf of Jackson College, Michigan (the “Issuer”) by an authorized officer of the Issuer on that date. LINE OF CREDIT DETAILS; INTEREST RATE; PAYING AGENT AND PAYING AGENT FEES; AND DENOMINATION: The Line of Credit will be dated September 1, 2020, or date of delivery, outstanding Draws against the Line of Credit (“Draws”) shall be due not later than August 31, 2021; and outstanding Draws against the Line of Credit shall bear interest monthly, payable on the first day of each month in which any or all Draws against the Line of Credit remain outstanding at a rate not exceeding the maximum interest rate percentage per annum permitted by law, which rate may be either variable or fixed, but with both, for the duration of the Line of Credit. Draws against the Line of Credit shall be available to the Issuer at any time prior to August 31, 2021. The Line of Credit shall be for the not-to-exceed amount stated above. Draws shall be issued in minimum denominations of $100,000 or increments of $5,000 in excess of $100,000 and any partial repayment of any Draw shall result in the remaining outstanding portion of such Draw being not less than $100,000. NO OFFICIAL STATEMENT: The Issuer will not provide a Near Final or final Official Statement. Further, compliance with Rule 15c2-12 of the Securities and Exchange Commission regarding sale to limited numbers of sophisticated investors is the sole responsibility of the successful bidder. PRIOR REDEMPTION: The Line of Credit shall be subject to the right of the Issuer to pay any Draw against the same in whole or in part, without penalty, at any time prior to maturity. AWARD OF LINE OF CREDIT: For the purpose of awarding the sale of the Line of Credit, the total interest cost of each unconditional and firm bid will be computed on a 360-day year, 30-day month, by determining, at the rate specified therein as of the date of the award, the total dollar value of all interest on the outstanding Draws of the Line of Credit, assuming only for purposes of calculation of award that the full not-to-exceed amount is drawn by the Issuer on September 1, 2020, and repaid on August 31, 2021, adding thereto any discount and/or fees. For purposes of award only, variable rate bids will be presumed to have the rate as of the date of the award for the duration of the Line of Credit. The Line of Credit will be awarded to the bidder whose unconditional and firm bid on the above computation produces the lowest dollar interest cost to the Issuer. No proposal for the purchase of less than all the Line of Credit or at a price less than the total not-to-exceed par value will be considered. Any and all fees or charges of the bidder must be incorporated into the rate.
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SECURITY: The Line of Credit is issued under the provisions of Section 127 of Act 331, Public Acts of Michigan, 1966, as amended, and Act 34, Public Acts of Michigan, 2001, as amended, for the purpose of providing money for college operations or to pay previous obligations incurred for college operations under applicable laws for the fiscal year ending June 30, 2021. The Issuer has pledged for the payment of the Line of Credit monies to be received by it from fees and charges paid by students enrolling in the College. As additional security the Issuer has pledged the full faith, credit and resources of the Issuer and, in the event of the unavailability or insufficiency of fees and charges paid by students enrolling in the College for any reason, the Line of Credit is payable from tax levies within its constitutional, statutory, and charter limitations or from unencumbered funds of the Issuer. The pledge of full faith and credit is subordinate to any encumbrances or tax levies pledged or to be pledged for the payment of tax anticipation notes issued or to be issued by the Issuer pursuant to Act 34, Public Acts of Michigan, 2001, as amended. Neither the Obligation nor any related Draw shall be considered indebtedness of the State of Michigan. LEGAL OPINION: Bids shall be conditioned upon the unqualified but limited opinion of Thrun Law Firm, P.C., attorneys of East Lansing, Michigan, which opinion will be furnished without expense to the purchaser prior to the delivery thereof, approving the legality and sufficiency of the Line of Credit. Further, the opinion may address only the initial draw (the “Initial Draw”) on the Line of Credit, but only if that Initial Draw is made on the date of closing on the Line of Credit. TAX MATTERS: In the opinion of Issuer’s counsel, interest on the Line of Credit and any Draw is NOT excluded from gross income for federal income tax purposes. Further, the Draw and the interest thereon are subject to inheritance and estate taxes and taxes on gains realized from the sale, payment or other disposition thereof. The Issuer has NOT designated either the Line of Credit or the Draws as “Qualified Tax-Exempt Obligations” within the meaning of the Code. CLOSING DOCUMENTS: Drafts of all closing documents, including the form of Line of Credit, Draw and legal opinion, may be requested from Thrun Law Firm, P.C. Final closing documents will be in substantially the same form as the drafts provided. Closing documents will not be modified at the request of a bidder, regardless of whether the bidder’s proposal is accepted. DELIVERY OF LINE OF CREDIT: The Issuer shall furnish the Line of Credit ready for execution at its expense. The Line of Credit will be delivered without expense to the purchaser at a place located within the STATE OF MICHIGAN to be mutually agreed upon between the purchaser and the Issuer. Delivery can also be made in Chicago, Illinois or New York, New York, but at the EXPENSE of the PURCHASER. The usual closing documents, including a certificate that no litigation is pending affecting the issuance of the Line of Credit, will be delivered at the time of delivery of the Line of Credit. Accrued interest to the date of delivery of the Line of Credit, if any, shall be paid by the purchaser at the time of delivery. Payment of Draws on the Line of Credit shall be made in such manner as to assure receipt of funds by the Issuer on the day of the Draw against the Line of Credit. FURTHER INFORMATION may be obtained from PFM Financial Advisors LLC, 555 Briarwood Circle, Suite 333, Ann Arbor, Michigan 48108, telephone: (734) 994-9700.
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BIDDER CERTIFICATION - NOT “IRAN-LINKED BUSINESS”: By submitting a bid, the bidder shall be deemed to have certified that it is not an “Iran-Linked Business” as defined in Act 517, Public Acts of Michigan, 2012; MCL 129.311, et seq. THE RIGHT IS RESERVED TO REJECT ANY OR ALL BIDS. ENVELOPES containing the bids should be plainly marked “Proposal for Jackson College Line of Credit”. ____________________________________ Darrell R. Norris Vice President of Finance Jackson College
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BOARD OF TRUSTEES MEETING Action & Information Report Board Meeting Date: May 11, 2020 TO: FROM:
Jackson College Board of Trustees Dr. Daniel J. Phelan, President
Subject to be Discussed: 6.7
Consideration of Millage Decision
This time has been set aside for the Board to discuss and determine if they would like to pursue a millage in the November 2020 election.
Resource Impact: None Requested Board Action: Consideration of millage decision. Action Taken: President Phelan reviewed earlier discussions surrounding pursuing a Headlee override at the November election. However, in light of the economic ravages of the global pandemic, he recommended that the College not pursue such a request. The Board agreed the timing is not right and will not pursue a millage this year.
BOARD OF TRUSTEES MEETING Action & Information Report Board Meeting Date: May 11, 2020 TO: FROM:
Jackson College Board of Trustees Dr. Daniel J. Phelan, President
Subject to be Discussed: 7.1.1 Truth in Budgeting Hearing
Each year, the College must satisfy its legal obligation of publicly presenting the coming year’s budget with appropriate “Truth in Budgeting” disclosures to the public. As required by law, a public notice was placed in the local newspaper and on the Jackson College website. The Truth in Budgeting document, and the required resolution, are attached for your consideration. As part of the process, the Board Chair must open a formal hearing. Any public comments are received by the Board, regarding the proposed budget, and then the hearing is concluded. Resource Impact: None Requested Board Action: Open the Public Hearing, consider any comments, and close the hearing, as required. Action Taken: Chairman Barnes opened the public hearing at 7:00pm. There were no public comments. Chairman Barnes closed the hearing at 7:01pm.
BOARD OF TRUSTEES MEETING Action & Information Report Board Meeting Date: May 11, 2020 TO: FROM:
Jackson College Board of Trustees Dr. Daniel J. Phelan, President
Subject to be Discussed: 7.1.2 Consideration of FY ’21 Authorization to Levy
Enclosed is a resolution to authorize the tax rate for Jackson College. Recall that the College’s original millage, established in 1964, was 1.33 mills. Our new estimated rate for FY ’21 is at 1.1390 mills, reduced from the previous year of 1.1431 due to Headlee provisions. Years of Headlee rollbacks now cost the college annually $920,000 in lost local property tax revenues.
Resource Impact: None Requested Board Action: Consideration and approval of the Authorization to Levy a reduced tax rate as prescribed by Headlee. Action Taken: MOTION BY TRUSTEE CRIST “To approve authorization to levy a tax rate of 1.1390 mills, as presented. ROLL CALL VOTE: TRUSTEES MATHEIN, HEINS, CRIST, PATTERSON, HOFFMAN, LAKE AND BARNES VOTED AYE. MOTION PASSED UNANIMOUSLY.
RESOULUTION FOR AUTHORIZATION TO LEVY A TAX Jackson, Michigan WHEREAS, the Jackson College Board of Trustees by resolution of May 11, 2020 proposes a total authorized levy of 1.1390 mills within the district for operating purposes for fiscal 2021; and WHEREAS, the Jackson College Board of Trustees has carefully examined the financial circumstances of the college district for the 2020-21 fiscal year, including estimated expenditures, estimated revenue, taxable valuation of property located within the district, and determined that the levy of the millage rate will be necessary for the sound management and operation of the college; and WHEREAS, the Jackson College Board of Trustees has complete authority to establish that a maximum of 1.1390 mills for operating purposes in 2020-2021 from within its authorized millage rate; and WHEREAS, the Jackson College Board of Trustees held a budget hearing on May 11, 2020 at 6:30 p.m. virtually via Zoom at https://zoom.us/j/98264676203 to receive comments from the public regarding the proposed budget; and the budget document contains the requisite "Truth in Budgeting Act" information. NOW THEREFORE, BE IT RESOLVED THAT: 1. For 2020-2021, the total millage rate of 1.1390 mills, shall be levied upon property located within the college district; and 2. All resolutions and parts of resolutions insofar as they conflict with the provisions of this resolution shall be and the same are hereby rescinded. Signed:
____________________________ Sam Barnes Board Chairman, Jackson College
May, 11 2020 __________________ Date
BOARD OF TRUSTEES MEETING Action & Information Report Board Meeting Date: May 11, 2020 TO: FROM:
Jackson College Board of Trustees Dr. Daniel J. Phelan, President
Subject to be Discussed: 7.1.3 Consideration of FY ’21 Tuition and Fees
Per subsequent work, administration makes the following tuition recommendations as part of the FY ’21 budget. •
In-District tuition at $163.46 (was $160.25) a 2.0% increase
•
Out-District at $245.19 (was $240.38) a 2.0% increase
•
Out-of-State/International at $326.91 (was $320.50) a 2.0% increase
Student Service Fee will be $46.00 for billing contact hour (was $46.00)
Resource Impact: None Requested Board Action: Approval of proposed tuition and fees for FY 21. Action Taken: MOTION BY TRUSTEE LAKE “To approve tuition and fees as presented for FY ‘21.” ROLL CALL VOTE: TRUSTEES PATTERSON, CRIST, HEINS, MATHEIN, LAKE AND BARNES VOTED AYE. MOTION PASSED UNANIMOUSLY.
BOARD OF TRUSTEES MEETING Action & Information Report Board Meeting Date: May 11, 2020 TO: FROM:
Jackson College Board of Trustees Dr. Daniel J. Phelan, President
Subject to be Discussed: 7.1.4 Consideration of FY ’21 Budget
The FY ‘21 budget is based upon general budget targets discussed by the Board of Trustees at the Spring Planning Session. Enclosed in detail are the major assumptions for the proposed budget, which I will review during the meeting. The proposed FY ’21 budget is predicated on achieving 97,913 billing contact hours, a decrease from to FY ’20 levels. – a 10% reduction over FY ’20 levels.
Resource Impact: None Requested Board Action: Consideration and approval of the FY ‘21 operating budget of $41,016,694. Action Taken: MOTION BY TRUSTEE HOFFMAN “To approve the Fiscal Year 2021 budget of $41,016,694.” ROLL CALL VOTE: TRUSTEES CRIST, PATTERSON, HEINS, HOFFMAN, MATHEIN, LAKE AND BARNES VOTING AYE. MOTION PASSED UNANIMOUSLY.
BOARD OF TRUSTEES MEETING Action & Information Report Board Meeting Date: May 11, 2020 TO: FROM:
Jackson College Board of Trustees Dr. Daniel J. Phelan, President
Subject to be Discussed: 8.1
Principles of Policy Governance
This time has been set aside for the Board, as part of our continuous improvement work in order, to assess the Board’s work and commitment towards the ten Policy Governance principles, as well as its governance practice. The URL link below will provide an overview of the principles that you can use for determining the effectiveness and efficacy of the Board’s work both in terms of this meeting and in general governance practice. https://governforimpact.org/resources/principles-of-policy-governance.html
Resource Impact: None Requested Board Action: None Action Taken: None