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# KENTUCKY STATE UNIVERSITY BOARD OF REGENTS SPECIAL CALLED MEETING Wednesday, April 27, 2022 10:00 a.m. EST

**MEETING WAS CONDUCTED IN-PERSON AND BY TELECONFERENCE**

Board of Regents Room

2nd Floor Julian M. Carroll Academic Services Building

Frankfort, Kentucky 40601

(Primary Physical Location)

MINUTES

*****

### I. Call to Order

Dr. Clara Ross Stamps, Acting President, called the meeting to order at 10:15 a.m. President Stamps welcomed everyone to the meeting and remarked that it has been her pleasure to serve Kentucky State University as Acting President. Dr. Stamps then reported on a recent noteworthy event for Kentucky State University (KSU). The KSU academic team made it to the final round of the Honda All-Star Challenge for the first time in the history of the competition, bringing back $40,000 for the University Program. She offered her congratulations to the team and its coach.

Dr. Aaron Thompson, President of the Council on Postsecondary Education (CPE), welcomed the new members of the Board of Regents and thanked them for agreeing to be a part of the rebuilding process. CPE will be a partner in the work and the goal is to enjoy the positives of KSU. He also thanked Dr. Stamps and the former Board of Regents members for the work they did to get KSU this far.

### II. Swearing-In of New Regents

Elise Borne, Board Liaison, swore in the following newly appointed Regents:

Mr. Michael Adams

Ms. Tammi Dukes

Dr. Ernie Fletcher

Mr. Edward Hatchett

Mr. Jason Moseley

Dr. Charles Moyer

Dr. Gerald Patton

Mr. Robert Ramsey

Following the swearing-in, the Regents and University administrators provided introductions.

### III. Roll Call

Elise Borne, Board Liaison, called the roll:

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<table border=1 style='margin: auto; word-wrap: break-word;'><tr><td style='text-align: center; word-wrap: break-word;'>Regent Michael Adams</td><td style='text-align: center; word-wrap: break-word;'>Present</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Tammi Dukes</td><td style='text-align: center; word-wrap: break-word;'>Present</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Edward Fields</td><td style='text-align: center; word-wrap: break-word;'>Present</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Ernie Fletcher, MD</td><td style='text-align: center; word-wrap: break-word;'>Present</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Edward Hatchett</td><td style='text-align: center; word-wrap: break-word;'>Present</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Jason Moseley</td><td style='text-align: center; word-wrap: break-word;'>Present</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Charles Moyer, Ph.D.</td><td style='text-align: center; word-wrap: break-word;'>Present</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Gerald Patton, Ph.D.</td><td style='text-align: center; word-wrap: break-word;'>Present</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Robert Ramsey</td><td style='text-align: center; word-wrap: break-word;'>Present</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Jason Robinson</td><td style='text-align: center; word-wrap: break-word;'>Present</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Herman Walston, Ed.D.</td><td style='text-align: center; word-wrap: break-word;'>Present</td></tr></table>

Eleven Regents were in attendance. Quorum was established.

### IV. Election of Board Officers

### A. Election of Board Chair

MOTION by Regent Fields:

Move the Board to elect Regent Patton for the position of Chair.

Seconded by Regent Adams.

A roll call vote was held:


<table border=1 style='margin: auto; word-wrap: break-word;'><tr><td style='text-align: center; word-wrap: break-word;'>Regent Michael Adams:</td><td style='text-align: center; word-wrap: break-word;'>Yes</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Tammi Dukes:</td><td style='text-align: center; word-wrap: break-word;'>Yes</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Edward Fields:</td><td style='text-align: center; word-wrap: break-word;'>Yes</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Ernie Fletcher:</td><td style='text-align: center; word-wrap: break-word;'>Yes</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Edward Hatchett:</td><td style='text-align: center; word-wrap: break-word;'>Yes</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Jason Moseley:</td><td style='text-align: center; word-wrap: break-word;'>Yes</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Charles Moyer:</td><td style='text-align: center; word-wrap: break-word;'>Yes</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Gerald Patton:</td><td style='text-align: center; word-wrap: break-word;'>Yes</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Robert Ramsey:</td><td style='text-align: center; word-wrap: break-word;'>Yes</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Jason Robinson:</td><td style='text-align: center; word-wrap: break-word;'>Yes</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Herman Walston:</td><td style='text-align: center; word-wrap: break-word;'>Yes</td></tr></table>

The motion passed without dissent. Regent Patton was elected Chair of the Board of Regents.

### B. Election of Board Vice-Chair

For the position of Vice-Chair, the following nominations reached the floor: Regent Hatchett nominated Regent Ramsey; Regent Fields nominated Regent Walston; Regent Dukes nominated herself; Regent Adams nominated himself.

With more than one nomination on the floor, the members were polled for their vote:


<table border=1 style='margin: auto; word-wrap: break-word;'><tr><td style='text-align: center; word-wrap: break-word;'>Regent Michael Adams:</td><td style='text-align: center; word-wrap: break-word;'>Regent Michael Adams</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Tammi Dukes:</td><td style='text-align: center; word-wrap: break-word;'>Regent Tammi Dukes</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Edward Fields:</td><td style='text-align: center; word-wrap: break-word;'>Regent Herman Walston</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Ernie Fletcher:</td><td style='text-align: center; word-wrap: break-word;'>Regent Robert Ramsey</td></tr></table>

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<table border=1 style='margin: auto; word-wrap: break-word;'><tr><td style='text-align: center; word-wrap: break-word;'>Regent Edward Hatchett:</td><td style='text-align: center; word-wrap: break-word;'>Regent Robert Ramsey</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Jason Moseley:</td><td style='text-align: center; word-wrap: break-word;'>Regent Herman Walston</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Charles Moyer:</td><td style='text-align: center; word-wrap: break-word;'>Regent Michael Adams</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Gerald Patton:</td><td style='text-align: center; word-wrap: break-word;'>Regent Herman Walston</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Robert Ramsey:</td><td style='text-align: center; word-wrap: break-word;'>Regent Robert Ramsey</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Jason Robinson:</td><td style='text-align: center; word-wrap: break-word;'>Regent Tammi Dukes</td></tr><tr><td style='text-align: center; word-wrap: break-word;'>Regent Herman Walston:</td><td style='text-align: center; word-wrap: break-word;'>Regent Herman Walston</td></tr><tr><td colspan="2">Regent Herman Walston received four votes, Regent Ramsey received three votes, Regent Dukes received two votes, and Regent Adams received two votes.</td></tr></table>

## MOTION by Regent Fields:

Move the Board to elect Herman Walston as Vice Chair. Seconded by Regent Fletcher and passed without dissent.

### V. Appointment of Board Secretary

Regent Edward Fields nominated Elise Borne as Board Secretary.

## MOTION by Regent Dukes:

Move the Board to appoint Elise Borne as Board Secretary. Seconded by Regent Adams and passed without dissent.

### VI. Approval of Agenda

## MOTION by Regent Dukes:

Move the Board to adopt the agenda of the April 27, 2022 Special Called Meeting with a correction that “Minutes of the December 3, 2021 Quarterly Meeting” should read “Minutes of the December 2, 2021 Quarterly Meeting.” Seconded by Regent Moyer and passed without dissent.

### VII. Consent Agenda

MOTION by Regent Moyer:

Move the Board to approve the consent agenda items.

Seconded by Regent Dukes and passed without dissent.

### VIII. Information Items

### A. Review of House Bill 250

Travis Powell, General Counsel and Vice President of Council on Postsecondary Education, provided the Board with an overview of priorities related to House Bill 250. He said that the first priority is the Financial Exigency Policy which needs to be completed by May 15, 2022. He then said that the second item to note is the pause on the presidential search process and the search for a permanent president. He further stated that the search firm who had begun the search for the permanent president are still under contract and ready to resume work when needed. Mr. Powell reported that one option for the Interim President search is The Registry and the Board should have further discussions about this at the next meeting.

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Greg Rush, Senior Fellow for the Council on Postsecondary Education, then joined the discussion and reported that KSU’s budget shortfall was the result of a culmination of issues, primarily carrying expenses forward that were not paid in prior years. He also stated that the University had not been reimbursing the state for capital construction projects and the asset preservation funds were not properly separated out in the budget. He reported that he is working with the current CFO and is hopeful that the shortfall will not be as much as expected.

Mr. Powell then stated that HB 250 requires CPE to approve any KSU expenditure over $5,000 and CPE has adopted a policy for this process. CPE requests that KSU provide a description of the expenditure, the budget and funding source, when the payment is due, and how it is being paid. CPE is also requiring that contracts and personnel obligations be approved by the Board to ensure that the Board is taking a look at all funding obligations.

He reported that HB 250 appropriated incentive funds which will be disbursed to KSU provided that KSU meets certain goals and benchmarks which will be part of the Management and Improvement Plan. He said that CPE wants to work with KSU in the creation of these benchmarks to ensure that KSU meets the expectations and is able to receive the funds.

Regent Fletcher requested current financial information in order for the Board to fulfill its fiduciary duty. President Stamps stated that there is current financial information available on the website and she will provide the current financial information as requested. Mr. Rush stated that he plans to work with CFO Shields to create a financial reporting format.

Regent Dukes inquired if an audit on internal controls has been performed. Mr. Powell stated that he would provide a copy of CPE's financial analysis which contains some information about KSU's internal controls. Regent Dukes also requested a copy of prior audits.

Regent Fields asked how the Board would take action on items that need approval in between meetings. President Stamps stated that the Board can hold special called meetings and Chair Patton would take that into consideration.

### B. Board Orientation/Training and Required Documentation

Lisa Lang, General Counsel, provided an overview of the documentation required for the Regents. She stated that an annual Open Records and Open Meetings training is required by statute and the Regents are required to sign that they have received this information. Additional forms are confidentiality, acceptable use, and conflict of interest.

Attorney Lang also gave a broad overview of the items in the Board Orientation binder and stated that President Stamps will provide a more comprehensive orientation at a future meeting.

Chair Patton encouraged all Regents to review the Gold Book and familiarize themselves with the Board's bylaws.

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Regent Walston inquired about the Annual Trustee Conference. President Stamps stated that all Regents have been added to the AGB membership which contains all of that information.

### IX. Action Items

### A. Approve Resolution to Confer Degrees

MOTION by Regent Hatchett:

Move the Board to confer degrees.

Seconded by Regent Moyer and passed without dissent.

### B. Approve Posthumous Degree Candidates

MOTION by Regent Walston:

Move the Board to approve the posthumous degree candidates.

Seconded by Regent Fields and passed without dissent.

### C. Approve Honorary Degree Candidate

### D. Approve RFP For Internal Audit Services

MOTION by Regent Fletcher:

Move the Board to approve the honorary degree candidate.

Seconded by Regent Moyer and passed without dissent.

MOTION by Regent Dukes:

Move the Board to approve the RFP for Internal Audit Services.

Seconded by Regent Hatchett and passed without dissent.

### E. Approve RFP for Cleaning Services

## MOTION by Regent Dukes:

Move the Board to approve the RFP for cleaning services. Seconded by Regent Dukes and passed without dissent.

### F. Approve Phase II Purchase and Installation of Keyless Door Locks in Residence Halls

## MOTION by Regent Moseley:

Move the Board to approve the Phase II purchase and installation of keyless door locks in residence halls.

Seconded by Regent Fletcher and passed without dissent.

### G. Approve Repayment of Deficit State Construction Accounts

## MOTION by Regent Dukes:

Move the Board to approve the repayment of deficit state construction accounts. Seconded by Regent Walston and passed without dissent.

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### H. Approve Repayment of the Revenue Anticipation Note

MOTION by Regent Dukes:

Move the Board to approve the repayment of the revenue anticipation note.

Seconded by Regent Fields and passed without dissent.

### I. Approve Certification of Resolution for Authorization to Sign Agreements with Fifth Third Bank

MOTION by Regent Adams:

Move the Board to approve the certification of resolution for authorization to sign agreements with Fifth Third Bank.

Seconded by Regent Walston and passed without dissent.

### X. Closing Remarks

Regent Hatchett requested that the Board be provided an update on outstanding student balances at the next meeting. Regent Walston requested an update on the new dormitory.

Chair Patton closed the meeting by remarking that he is full of hope for Kentucky State and all of the challenges the Board has to confront. He further stated that he is impressed by the credentials of all of the individuals on the Board of Regents and he honored to serve with them.

### XI. Adjournment

MOTION by Regent Adams:

Move the Board to adjourn

Seconded by Regent Fields and passed without dissent.

The meeting adjourned at 12:05 p.m.

Submitted by:

Elise Borne, Board Secretary

Kentucky State University







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Board of Regents

Owned: Paitton

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Dr. Gerald Patton, Board Chair

___ Approved with no corrections

Kentucky State University

Board of Regents

___ Approved with corrections