05/02/1995

UCCSN Board of Regents' Meeting Minutes
May 2-3, 1995








05-02-1995

Pages 222-257



BOARD OF REGENTS

UNIVERSITY AND COMMUNITY COLLEGE SYSTEM OF NEVADA

May 2, 1995



The Board of Regents meeting was held in the Conference Room of

the System Administration building in Reno on May 2, 1995.



Members present: Dr. James Eardley, Chairman

Mr. Mark Alden

Mrs. Shelley Berkley

Dr. Jill Derby

Mrs. Dorothy S. Gallagher

Mr. Madison Graves, II

Mr. Daniel J. Klaich

Mrs. Nancy Price

Mrs. Carolyn M. Sparks



Members absent: Mr. Joseph M. Foley

Mr. David L. Phillips



Others present: Dr. Richard Jarvis, Chancellor

Mr. Donald Klasic, General Counsel

Mr. Robert Ulrich, Assistant Counsel

Ms. Mary Lou Moser, Secretary



Chairman Eardley called the special meeting to order at 1:45 P.M.

with all members present except Regents Foley and Phillips.

Chairman Eardley stated the meeting had been requested by Regent

Nancy Price.



1. Board of Regents Relationships, Obligations and

Responsibilities



The Board of Regents considered the current state of its

relationships, obligations and responsibilities to its

members, the UCCSN and the public, together with any action

deemed necessary to address any problems which were identi-

fied at the meeting. Specifically, the discussion included:



A. A full discussion, at the request of Regent Nancy Price,

of the circumstances surrounding the resignation of

Regent Price as Chair of the Audit Committee and the

subsequent behavior of Regents and staff, including

the history of the Board, both before and after Regent

Price's resignation, with regard to the Open Meeting

Law, the role and responsibilities of the Board and

its members, and the concerns of Regent Price about

outside influences on the Board, as expressed in an

opinion request she had made to the Attorney General;

and



B. Any other matters directly related to the current re-

lationships, obligations and responsibilities of the

members of the Board of Regents to themselves, the

UCCSN and the public arising from the conduct and the

public comment of the members of the Board during the

past two years.



Chairman Eardley stated that Regent Price would make her

presentation, then he would call on each of the other Re-

gents for comment. Mrs. Price made her presentation in

conjunction with slides, a paper copy of which is filed

with the permanent minutes.



Mrs. Price stated this was an historical meeting for several

reasons: 1) The "Lonnie Hammargren rule" will be used for

the first time. That rule came about as a change to the

Open Meeting Law which now prohibits discussion of an elect-

ed official in a Closed Session. 2) Mrs. Price stated this

was the first item she has been able to place on the Board

agenda.



She asked to clarify a media statement of the day before

wherein Mrs. Berkley indicated that Mrs. Price believed that

2 Regents could not talk to one another. Mrs. Price stated

that was not her belief, however, it was the "polling" as-

pect of the law that she feels is a problem. Mrs. Berkley

related she had not read the article, but did remember call-

ing Mrs. Price shortly after she was elected as Regent to

discuss an agenda item and Mrs. Price stated she felt dis-

cussion of the item was a violation of the Open Meeting Law,

and that she did not feel Regents should have any conversa-

tions outside of an open Board meeting. Mrs. Price then

related that she had, about two weeks ago, discussed an

item with Mrs. Berkley.



Slide: TOM - If you continue to do things the same way, you

continue to get the same results.



Mrs. Price: This has been a problem over the years,

and my contention is that we need to face the problems

and solve them, rather than to just move on.



Slide: Who Decides?



Mrs. Price stated that what she has observed after being

on the Board that there is an enormous, and appropriate,

amount of power on the Board of Regents. She contends

that the power has been usurped in various ways by

various entities, and who governs this Board is the

underlying reason for why there have been so many prob-

lems over the years. The Constitutional authority of

the Board is very important, and she considers that the

Board has given away its authority over the last 14-15

years, did not have the authority to do so, and needs

to get back to being a governing board.



Slide: Glossary of Terms. Agenda Setting - 1. The process of

deciding what issues will be considered at a formal

meeting.



Mrs. Price: That is pretty straight-forward.



2. The process by which ideas or issues bubble up

through the various political processes to wind up on

the agenda of a political institution, such as a legis-

lature or court. Extensive use of the mass media can

take a relatively unknown or unsupported issue and

through publicity, expand the numbers who care about

the issue so an institution is forced to take some

action.



Mrs. Price: Members of the public and special groups

use this method to force an issue to appear on an agenda.



Slide: Campaign - Continuous operations leading toward a known

goal, a clearly defined single objective. The Leona

Helmsly Attitude. Those individuals or groups who be-

lieve the laws are "for the little people".



Mrs. Price: She had coined the phrase: "Leona Helmsly

Attitude".



Slide: Cozy Triangle or Iron Triangle - The mutually supportive

relations among government agencies, interest groups,

and the legislative committee or subcommittee with

jurisdiction over their areas of common concern. (The

Harper Collins Dictionary of American Government and

Politics). This is not a conspiracy theory - It's a

public policy term I use to understand the Board.



Mrs. Price: This is a political science term about a

mutually supportive relationship.



Slide: Culture of the Board - The way of life of the UCCSN

Board of Regents as I have come to know it. This is

after researching the Board's last 15 year history and

my experience as Regent for 2 1/2 years, UNLV graduate,

Student President in 1987, student since 1970, and

mother of two former students.



Mrs. Price: The culture is the way of life on the

Board over the last 15 years and in looking at the

headlines, which did not start with her.



Slide: Understanding - My remarks are now and always have been

directed at the structure -- you all just happen to be

the governing board now. It is my duty as an elected

official to stand up to a "Culture of the Board" (a way

of life) contrary to my understanding of the Constitu-

tion and the law. It is also my duty to continue to

learn about the Constitution and the law.



Mrs. Price: I am talking about, and my remarks have

always been, toward the structure of the System, and

regardless of who is involved, the culture would be the

same. I feel it is my duty as an elected official be-

cause I believe it is contrary to the Constitution and

to the law.



Slide: Overview of Presentation - Why I resigned as Chair of

the Audit Committee - in protest - at the last Regents

meeting. What I believe are the underlying causes of

at least 15 years of turmoil: Role and Responsibility

of Regents, Structure of Fund Raising, Open Meeting Law,

Recommendations.



Slide: Why I Resigned as Audit Chair - Vote followed the pattern

observed in UNLV search except in that case it wasn't

successful. New Regents appear to have conformed to

"Culture of the Board". Lost hope.



Mrs. Price: Following the vote of the Audit Committee,

which I saw as the same way as the several votes on the

UNLV Presidential Search. What I considered at that

time was my hope for the Board from having 3 new people

-- a Chancellor and 2 Regents -- that some change would

come about in the political process of influence, etc.

At that point I had given up hope after the 2 1/2 years,

and felt that change would have to come from the outside.



Slide: View of the Board - There is a problem with the way we

do business: I know it, some faculty and students know

it; the public seems to know it. At 80 years old,

Robert Mc Namara wishes he had said something to stop

the war when he had the opportunity. I'm not going to

make that mistake.



Mrs. Price stated that when she is 80 years old she

does not want to look back and say, "I didn't stand up

for what I thought was a problem at the time I had the

opportunity to do it."



Slide: View of the Board - Who decides now? Presidents not the

Board. Outside interests not the Board. How? Presi-

dents Council in private sets agenda; interface with

Governor and Legislature; President with Foundation or

Foundation with President; Chancellor's role differs but

with Presidents.



Mrs. Price: Presidents Council sets the agenda. The

interface by those people with the Governor and the

Legislature and the Board is not represented there.

The President with the Foundation or the Foundation

with the President, depending on which is stronger at

which end of the State. And, the Chancellor has played

a different role in this. In my 2 1/2 years there have

been 3 Chancellors, but it usually falls on the side of

the Presidents. And just to remind you, it didn't start

with me.



Slide: Questions - Why doesn't the Board have a written report

from Mort Galane? Why allow anonymous donor to cloud

issue? Why did the Board pay 1.8 million to Massamino?

Why doesn't the Board appear before the Legislature like

other boards? How can the Board give away the Consti-

tutional power given to them by the people of Nevada?



Mrs. Price: These are the questions I have asked myself.

Why did the Board really vote against the Advisory Com-

mittee and the Audit Committee and the statements by

the Controller? Certainly what I had heard in that meet-

ing was not valid reason.



The same way with the UNLV Presidential Search. If you

recall the first vote was against the recommendation.



Why doesn't the Board have a written report from Mort

Galane? It is in the minutes of the meeting that day

that there would be a written report. I have requested

it. I know Joe Foley has requested it. Why did the

Board allow an anonymous donor to pay that bill? That

clouds the issue. I still can't explain this one.



The Board does not appear before the Legislature with

the Governor. The Supreme Court appears before the

Legislature; the Constitutional officers appear. They

bring their experts with them, but they are the ones who

have to defend their budget. And every other Board I

know appears. But if you don't have the obligation of

having to defend that budget, you don't know anything

about it, and my contention is I don't think any of us

know "diddly-squat" about the budget.



I don't think the Board can give this power away, and

it has done so.



Slide: What I Did and Why - My resignation as Chair of Audit.

Comparison to UNLV President votes. Request Opinion

from Attorney General. Chancellor's view of structure

and his role. Challenge on Open Meeting Law. New

Regents appear to accept existing "culture". "The

Culture of the Board". If you go along, you'll get

along. No change. Require outside help.



Mrs. Price: My resignation as Chair has to do with com-

paring the votes and believing that the two new Regents

have conformed to the culture of the Board. I requested

an opinion from the Attorney General having to do with

the structure of fund raising. After 2 1/2 years of

trying to get a discussion about fund raising and then

having seen the response from the Chancellor which was

very similar to the rhetoric about fund raising, again

I decided that I had to go outside the Board.



Challenges to the Open Meeting Law - That was the last

two meetings. There is a long history on the Open

Meeting Law. Mrs. Price presented a handout and sum-

marized as "Go along to get along" and she stated she

did not see that would change.



Slide: "Substantiated Accusations" by Regent Price - History of

violation of Open Meeting Law. Key decisions fixed:

UNLV President (tried but failed). External Audit

Contract (succeeded). Indications for CC searches

(safeguards needed). Scholarship money going to pay

Massamino. Description of "cozy triangles".



Mrs. Price: The so-called "unsubstantiated accusations

by Regent Price" are "substantiated". History of the

Board of Open Meeting Law: To the extent that the Board

has never actually been charged and found guilty direct-

ly, there certainly have been headlines about the Open

Meeting Law: the abandonment of the first Chancellor's

search; the meeting at the Golden Steer; the indications

of the UNLV President's vote, led me to believe that

key decisions have been fixed, that is, pre-arranged,

pre-determined, you know what you are going to do before

you get there. It was tried in the UNLV search and it

failed, fortunately, but it did not fail with the Audit

contract. And then, knowing that history and at the same

time being on two search committees and receiving phone

calls from individuals that I know, indicating problems

with the search, not in terms with the Open Meeting Law

and agendas, it is also seeing that the search is held

safe. We talked about this at the WNCC search commit-

tee and the idea of a pre-determined candidate is one of

the great worries of many people that applied for a job.



The only accusation that I was questioned on. At first

I did not know anything about the media advisory, but

I was asked about a statement I made about scholarship

money going to pay the Massamino contract. I have

copies of the minutes where I got that statement from.



Slide: Other Statements by Regent Price - (In response to why

I was being attacked by fellow Regents - Jeff German).

Regent Berkley running for Congress. As long as I can

remember. Need to satisfy public and politics. Under-

standable. Regent Gallagher "Good Old Boy". Respect

her ability. Need to question intent and change system.



Mrs. Price: These questions are here mainly to compare

these comments to the tone and intensity of the comments

made toward me. This was in response to Jeff German's

question to me as why her fellow Regents were attacking

her. Now, I said of Shelley that as long as I have

known her she has been running for Congress, that she

needs to satisfy both sides, and that it was understand-

able. With Regent Gallagher, everyone has heard me say

that Regent Gallagher is the best "good old boy" I have

ever seen. I have sometimes been criticized sometimes

for giving her credit for it. She is very good at ac-

complishing what needs to be accomplished on this Board.



Mrs. Berkley stated that she had never attacked Mrs. Price

and quite to the contrary had defended her quite a great

deal, which she felt was her responsibility to do. What

Mrs. Price may have said to Mr. German and what came out in

the column may have been two different things. Mrs. Price

stated she had said what was in the column. Mrs. Berkley

stated that she was not running for Congress in '96 and that

statement was against everything she had been telling people

which made her look like a liar. Mrs. Berkley stated she

was very uncomfortable with Mrs. Price's statement.



Mrs. Price stated that the point was that she had not

for the most part called "these people", but that was

the question she had been asked by Mr. German.



Slide: The Campaign - April 1993, Regent Graves remarks to me

followed by a private apology. Kenny Gwinn's remark

at Chamber. George Swartz public intimidation. Regent

Foley's insinuation March 30. Regent Graves "Gazette"

and "Sun". Chairman Eardley's control of discussion,

agenda, media advisory.



Mrs. Price: All my life I have had to substantiate my

statements either because of having to do it for academic

reasons or believing that short females have to sub-

stantiate everything they say. So, I have the tapes that

go along with these 1993 remarks, and they were quite

intense. This was the first time I started to question

the Foundations. Later there was an apology after it

was solicited. Then there was Kenny Guinn's remarks at

a meeting in North Las Vegas. To cut it short, if he

didn't get an 11 member vote on his budget proposal,

he would see to it that those Regents didn't get re-

elected. I let him know, as I have most people except

for one circumstance, that I would never run for this

office again. But, since I was the only one in the

audience I took note of that.



Regarding George Swartz' remarks. Dan Klaich and Carolyn

were there. As he (Swartz) walked up to me, we were

still seated at a public meeting, although recessed,

and it was after bringing up as I have with other

Foundations the problems I saw with them -- and this was

the day the two new Regents were sworn in -- he stated

that "You'd better be careful. You're pissing a lot of

people off. And go to hell."



This next was private between Mr. Foley and I the day

of the Audit meeting and that was, did I have a deal

going with the new Audit Committee and was that why I

was intent on changing auditors? Regent Graves then in

the "Gazette" said that I was totally derelict in my

role as Audit Chair. And then in the "Sun", although

this one wasn't in quotes, that he despised me. Now,

I can understand challenging issues and having concerns,

but the intensity and the personal aspect of it is

inappropriate.



Chairman Eardley, the long history of anybody who has

observed this on discussion of agenda items and the

circumstances surrounding the media advisory.



Slide: Why a Campaign? 1. Challenge to Foundations. 2. Chal-

lenge to Sports Betting. 3. Work as Audit Chair. 4.

Challenge for Return of Legitimate Power.



Mrs. Price: Why would there be a campaign? Am I getting

paranoid?



Mr. Klaich: To discredit you?



Mrs. Price: Yes, silence and discredit. I challenged

the Foundation and betting. This had never come before

the Board and I certainly won't bring it before the

Board. The work on the Audit Committee -- trying to get

internal control. The whole idea of getting control back

to this Board, to trying to be a governing board.



Slide: Regent Graves as Chairman - April 1993 Comments. Role

with Chancellor's wife. Comments to Member of Public.

Comments to UNLV President. Comments to "Reno Gazette".

Comment in "Las Vegas Sun". Encourage to seek help.



Mrs. Price: Now, we have this meeting today because

what I wanted was a public apology and for Regent

Graves not to accept the Chairmanship. But we got a

public meeting instead. And I'm happy to have the

public meeting.



The 1993 comments, and the role he played as it has been

indicated with regard to the Chancellor's wife's job;

comments to members of the public in a public meeting.

He told a public member to go to hell; the incident

surrounding the UNLV President that resulted in actual-

ly, as I understand it by a person who attended that

meeting, his comments to her and resulting in an apology

to her; and then again his comments in the "Sun", the

intensity of "despising" me. I'm concerned that we are

talking about an emotional problem here.



Slide: Follow the Money. The budget is a political document.

The allocation of money is the allocation of values.

This is our role and responsibility, and the Board has

abdicated this responsibility. Other Constitutional

Officers, the Supreme Court, and other Boards lead their

budget defense in the Legislature.



Mrs. Price: When you look at this, as with most things,

what you want to do is follow the money. Now I have

talked from time to time as to what a budget is. A

budget is a political document and it's that allocation

of money and the allocation of values. If you listen

to what we say in a Board meeting, we say one thing,

but if you look at where we are actually spending our

money -- and I use the Massamino contract as the perfect

example of the problem -- where we actually spend the

money.



Slide: Follow the Money. With the structure of Foundations

about 15 years ago, checks and property no longer belong

to "Board of Regents". Why did this Board give up con-

trol? Can the Board give up control? I don't believe

it can. It's not theirs to give.



Mrs. Price: The problem I have with the Foundations goes

back 15 years to the formation of these Foundations where

you have prior to that time, checks and money and proper-

ty were the property of the Board of Regents of the State

System, and now we have given up that control. And I do

not believe we have the power to do that. It is not ours

to give away.



Slide: Access to Information/Resources - No staff not going

through Chancellor. Not involved in Legislature. No

disclosure. Not involved in fund raising priorities.

Agenda by Administration. No budget involvement. No

evaluation. Poor audit structure.



Mrs. Price: Here are some of the means to keep us from

being a governing board. And many of them I have men-

tioned. They are pretty standard ways, to restrict in-

formation and resources, not that Regents do not receive

lots of "stuff", but it may not be appropriate.



Slide: Why Now? - Massamino Contract and Ethics Commission

Decision. Risk Tax Status. Treatment of UNLV President

finalists. Votes on UNLV President and External Auditor.

New people assimilating into the existing culture: Chan-

cellor, New Regents.



Mrs. Price: The Massamino contract and the Ethics Com-

mission Decision bring about a very serious problem and

through the last 1 1/2 years I have brought it up time

and time again but unfortunately only to have it argued

about. What happened in the Massamino contract I be-

lieve may risk the Foundation's tax exempt status, but

unless we don't do anything about it, we may be risking

our own tax exempt status.



We have expanded our negative image around the country

from Athletics to Presidential searches. We had a lot

of good candidates because of the good time to be search-

ing, but when you abandon the search as we did in the

first round of the Chancellor's with no consideration of

those people who have put in their applications, and

then treat the finalists as we did with the UNLV Presi-

dent, with our small community, word gets around. Then

we expanded it even further with the auditor's search

because we had 3 national companies there. What hap-

pened in that case is certainly going to be a repercus-

sion throughout those corporations as well.



Again, the reason I have gone outside the System is

because I believe the new people have bought into the

culture.



Slide: Massamino Contract - As a Symptom - 9/15/92. Subpoena

Foundation records. 9/16/92. Creation of "Varsity

Club". SB 322. Would have made contract legal: At-

torney Les Sully wrote in section. John Goolsby,

Governor Sawyer, Governor O'Callaghan at Legislature.

No report from attorney who is paid by "anonymous donor".



Mrs. Price: The Massamino contract is a perfect example

of what I am trying to say about this power. We never

discussed the Massamino contract. We don't have the

report from Mort Galane. We never discussed the Ethics

Commission Decision has an agenda item. You have to ask

questions when you have a "Varsity Club" being formed

the next day after Foundation records are subpoenaed.

And then you have a Senate Bill, that if it had gone

through in its original form, would have made the

Massamino contract legal. And we have an anonymous

donor paying for a report that we have never received.

We should be asking questions.



Slide: Ethics Commission Decision - Reinforced "private founda-

tions". Does the operation of foundations and other

fund raising meet the requirements of the IRS? How do

we protect our donors? Why don't we care, talk about

it? Why didn't we wait on 1.8 million?



Mrs. Price: I attended that meeting and told them not

to assume the Foundations were private. That Commission

reinforced that they were private Foundations and laid

it out very carefully that this is the way it works in

this State. My contention is that if you take Don

Klasic's opinion, the Ethics Commission on how it actu-

ally works in this State, I don't believe they meet the

criteria of the IRS laws. We need to talk about that;

maybe I am wrong. We have to be concerned about our

donors.



Slide: Request for Attorney General Opinion - Does the structure

and operation of UCCSN fund raising organizations alter

the constitution power of the Board of Regents?



Mrs. Price: I had asked them before receiving a copy of

materials I sent her.



Slide: Rationale - "The following decisions accord with the

public, judicial and congressional understanding over

the years that Government-created and -controlled cor-

porations are part of the Government itself." "A con-

trary holding would allow government to evade its most

solemn constitutional obligations by simply resorting

to the corporate form." Lebron v. National Railroad

Passenger Corp. Decided February 21, 1995. Supreme

Court of the U. S.



Mrs. Price: This is the way I view it also. This is

what we have done with the Foundations.



Slide: What Does It Mean to Have Constitutional Power? - Most

states differ from ours. Most are under control of

State. We have responsibility for structure. There is

little or none. Importance of Audit. Importance of

Evaluation. Importance of Regent Oversight.



Mrs. Price: Having constitutional power is enormous and

the important part that somehow got lost between now and

15 years ago is that we are not under the State struc-

ture. It is our structure; we are the final say, the

governing board. And that's why auditing is so impor-

tant, and we have not put funds into that. The impor-

tance of evaluation: For 2 1/2 years we have not evalu-

ated anyone. We don't have criteria for evaluating the

Chancellor. And the importance of oversight.



Slide: When Should We Discuss Events in Order to Correct Prob-

lem? - $25,000 bribe for vote on Chairman. Suspicious

death of Regent. Hot Tub Picture. Death of Student

Doing Research. Massamino contract. Open Meeting Law

complaints.



Mrs. Price: This is a long history of problems. The

$25,000 bribe for voting for Chairman happened a long

time ago, and the way the Regent who told me this said

that she believed it had to do with contracts for build-

ings. The suspicious death of a Regent. I just wanted

to let you know that if you find me dead in a motel room

or off a cliff in Chile, I didn't do it. These are all

vey serious problems and our agendas have very little

to do with the serious kinds of things we should be dis-

cussing in terms of policies and things that happen.



Slide: Who Sets the Board Agenda? - Our policy is one of "Gag

the Regents". When I gave my permission to "any Regent"

for "any purpose" to get an item on the agenda, you

raised the number.



Mrs. Price: Agenda setting is an important part of the

control and governing. I give my permission for an

agenda item no matter who or for what purpose because

I think it is your duty as an elected official to be

able to discuss the things that you think are important.



Slide: Agenda Items Requested - Discussion of structure of fund-

raising. Briefing on athletics by Joe Crowley. Person-

nel Session on Chancellor. Policy discussion for loans,

disclosure, College sites, Internet, in-vitro liability.



Mrs. Price: These are just a few of the items I have

requested. These were requested at meetings and of the

Chairman.



Slide: Recommendations - Require education on government, open

meeting law, and Robert's Rules. Define our role and

responsibility. Discuss Chancellor's role and responsi-

bility then evaluate. Discuss conflict of interest/

Disclosure. Audit before a new President takes over.

Give courtesy notice if vote against your committee vote.



Mrs. Price: In Oklahoma they require classes for the

Trustees and Regents, which the Legislature had dictated.

Conflicts/Disclosures: I cannot understand that we do

not have disclosures to identify conflicts of interest.

It should be standard practice to audit before a new

President takes over. I have requested this a number of

times. In some governing bodies, if you vote one way in

a meeting and you are going to vote a different way at

the full Board meeting, a courtesy notice is given.



Slide: Recommendations - Public Statement of Intent to Change.

Show recognition we have a problem and willing to change.

Problem. Those currently benefiting from the structure

will put up fight, but we are the governing board.



Mrs. Price: I would like to see a public statement of

the Board's intent to change, and are willing to address

the problems on the Board.



Slide: Summary - Why I resigned as Chair of the Audit: New

people conformed to "Culture". What I believe are the

underlying causes of at least 15 years of turmoil: Role

and responsibility not understood. Structure of fund

raising as requested. Open meeting Law means to control.

Recommendations: Face and solve problems.



Mrs. Price: The aspect of the appropriated money, the

State money, is usurped by us not being at the Legisla-

ture and knowing the budget and defending it. The do-

nated money and aspects of grants and contracts has been

usurped by the structure of our Foundations. And by

means of the Open Meeting Law, that has also usurped

control of at least 5 of whichever Regents are on the

short side of the stick for a vote.



Slide: Summary - Individually we all want to improve higher

education in Nevada. To do that we need a "peaceful

transfer of power".



Mrs. Price: My recommendation is to face and deal with

the problems as they come along and not try to gloss

them over.



Thank you for your attention and thank you, Chairman

Eardley, for allowing me this opportunity.



Mrs. Price presented an article by George Franklin, filed

in the Regents' Office. It is a wonderful theory on the

Open Meeting Law. Most famous for its violations rather

than its observations. It's been violated more times

than a prostitute. August 2, 1982. Mr. Klaich: From

that pillar of journalism, "The Valley Times".



Mr. Klaich stated that 10 years ago when he was first ap-

pointed to the Board, one of the first meetings he had was

a retreat at Lake Tahoe guided by Mary Lou Peterson on

boardsmanship, etc. He did agree with some of the things

Mrs. Price had said that there have been bubbles of contro-

versy around this Board over the years. He stated he cer-

tainly did not agree that we have an imbedded cultural or

power structure, and if he had thought that was the case

he could not continue serving on the Board. He had never

been asked to be a part of that and would feel pointless

in being here.



Mr. Klaich found the discussion rather distracting because

he was not sure he understood to the extent of the presenta-

tion what the public bickering among Regents and solicita-

tion of apologies for perceived insults has to do with the

governance of higher education. He stated he felt it fed

to the worst of those who would detract from the Board and

does nothing to enhance public education here in Nevada.



He stated that Mrs. Price had raised a legitimate issue re-

garding fund raising, which she stated she had raised a

number of times. At the last meeting that was discussed,

Mrs. Price had been requested that if she had an issue it

should be presented and the Board would try to define it and

discuss it. He stated it was his perception that a majority

of the Board disagrees with her view of Foundations, and

also disagrees with her view that there is anything illegal

or unconstitutional about the way the Board is doing busi-

ness in fund raising. It is appropriate to have that dis-

cussed and answered rather than having continuing demoraliz-

ing innuendo by constantly raising the issue obliquely or

ignoring it.



Mr. Klaich stated he had tried to conduct his affairs on the

Board openly and that he takes this job very seriously. Re-

viewing the last 10 years on the Board, all Regents have

paid a significant price to be on the Board, some more so

than others. He continued that it was difficult for him

to ascribe malicious motives to people around the table

because of the price they have all paid. He stated he did

not know what has happened; that if the Board has lost any-

thing it is the ability to disagree without being disagree-

able. He continued that it is not the purpose of the Board

to have unanimous decisions on every issue, but it is the

function of evey member of the Board to be polite and at-

tentive to the views of others. The corresponding aspect

of that responsibility is for every member of the Board to

raise their opinions in an appropriate, thoughtful and

succinct manner. He felt the Board has lost the ability

to do that over the last couple of years and felt that

neither he nor Mrs. Price was without an appropriate share

of credit and/or blame for that. He stated that he did

not understand what a meeting of this sort has to do with

the primary roles of the Board and does not know where the

Board is going with this.



Mrs. Sparks stated she had a series of questions regarding

the presentation. Concerning Mrs. Price's last comment on

the "peaceful transfer of power", she questioned to whom

the power would be transferred or what power was to be

transferred. Mrs. Price stated that it has to do with the

control over the budget process. The budget is divided into

the State appropriated portion, and the other part of the

budget, and the Board only rubber stamps a document that is

put before it. Mrs. Sparks stated she completely disagreed

with that statement, that the Board has spent hours and

hours reviewing the budget documents. Presentations have

been made by the Chancellor, Vice Chancellors and by Presi-

dents of each institution; Regents have attended meetings

on each institution. She continued that possibly in 1984

when she first came on the Board the process was different,

but the Board spends as much time on the System budget as

any government or State agency does. Mrs. Sparks stated

that to say the Board rubber-stamps the budget is absolutely

wrong. The Board has criticized and questioned, it has de-

manded explanations from the Presidents, and the Board is

represented in the Legislature. In the past, the Board

would go to the Legislature as a group to each meeting, and

the Legislators resented that approach. All 9 members

could not talk, it was wasting both their and the Board's

time. The Board has now selected a Chancellor and Vice

Chancellor and very strong Presidents on each Campus to

speak for the Board. The Board has had 1 1/2 years to

voice its opinion on the budget. The Chairman and Vice

Chairman of the Board are the representatives of the Board

for these legislative meetings. The Board made a decision

that not all of them would go to the Legislature. The

Board has selected its representatives. Mrs. Sparks stated

she did not feel, and resents the implications, that the

Board has given up its power and is rubber-stamping a

budget. She continued that she has personally spent a long

time, many hours, reviewing the budget and felt that Mrs.

Price's comments were a misstatement.



Mrs. Price stated that because the Board does not have the

obligation to go before the Legislature, just by virtue of

not having to defend the budget, that there is a different

dynamic and that relationship is a very powerful one. Mrs.

Sparks objected, stating that the Board does have the re-

lationship. Mrs. Price stated that the System used the

same people and named Mr. Bob Dickens and Dr. Jim Richard-

son, and then members of the Administration, which other

Board and constitutional officers did not do. Mrs. Sparks

stated that obviously she and Mrs. Price were not going to

agree on this matter. She agreed that the Board does have

an obligation to be at the Legislature, and it is ful-

filled by having the Chairman and Chancellor represent the

Board.



Mrs. Sparks stated the Board has had a number of retreats,

maybe not since Mrs. Price has been on the Board, but

there have been academic, Board training, etc. However,

to indicate that for 15 years there has been no prepara-

tion as Board members, she once again would take exception

to that statement.



Mrs. Sparks questioned the statement concerning the people

who hold the power would fight changes, and asked who those

people were. Mrs. Price stated she was not taking about

Regents holding the power but was going back to the budget.

She had sat in on a hearing on the System budget where they

were questioned as to what items would require additional

funding and there were things the Board was not involved

with except in a very vague way. She stated that if the

Board had been present, those "add ons" may be very dif-

ferent, and the governing board should be present to make

those determinations. Mrs. Price stated that the Presi-

dents or the Presidents' Council holds the power with re-

gards to the State appropriated budget; and by means of

those meetings, the agenda setting and the means of dealing

with the Legislature and Governor. She continued that on

the other side of the budget picture is the donated funds

and there the Foundations or individuals on Foundations

who then have opportunities for knowledge, information and

means of encouraging where the funds will go in setting

priorities. She gave the example of the Gaming Management

major (BS) at UNLV. At the very next meeting the Board,

the UNLV Foundation was very proud of being out raising

money for the Gaming Management Program, and she objected

to that. She said that the Board had not decided what

priorities should be set for fund raising.



Mrs. Sparks stated that the Board is not the manager of

the Foundation. A donor who is willing to give to the

University will often stipulate what the donation is to

be used for. She continued that the System must be able

to have access to private funds.



Mr. Klaich stated that the last comment Mrs. Price had just

made seems to contradict her basic premise, and that is,

that the Board has made a policy decision that the Gaming

Management was an appropriate new major. The Board knows

that there is no mechanism in the current State budget for

funding new programs, and therefore, the System has to

fight for these programs until the enrollment in them grows

and can be placed in the budget request. He did not see

what could be a more appropriate direction of policy, fol-

lowed by an Administration of that policy, for the Board to

endorse the program, followed by the Foundation's solicita-

tion of funds for that program.



Mrs. Price argued that there are lots of programs that could

use money and felt that some of those might have greater

importance or priority. Mr. Klaich stated that perhaps

there was not a donor who wished to give to those programs.

Mrs. Price stated that both Mrs. Sparks and Mr. Klaich were

right to the point that a donor has the right to give to a

specific program, but one needed to go back before the time

that Lyle Rivera (UNLV Vice President) and Joe Crowley (UNR

President) set up the foundations as they are, that there

was fund raising and people could give a restricted dona-

tion. But there are other donors who do not know where they

want to put their dollars. Mr. Klaich stated that he did

not accept that. Mrs. Sparks stated that there is a pri-

ority list available at each Campus as to what funding is

needed and the Board has received those lists. Mrs. Price

again referred to the formation of the foundations and

stated the Regents at that time were not all agreed on

foundations and were concerned about losing control (as

reflected in the minutes). Her contention is that the

Board did not have the right to give away that control.

She objects to having checks and property no longer made

out to the Board of Regents. The Ethics Commission Deci-

sion has stated that the Foundations are private and have

control and own that, and even that they can take an em-

ployment contract and transfer it to another Varsity Club.



Mrs. Sparks stated that when the Foundations were started

they were rather casual and were put together by private

individuals who wanted to raise money. When the new Presi-

dent came to UNLV 10 years ago, the Foundation was off-

Campus in a private office run by private individuals who

hired a Director. That Foundation was moved onto the

Campus and a Vice President was put in charge of all the

activities and everything has been done to try to bring

the control and responsibility for the proper handling of

the money. She stated that the Foundations at this point

are just about as "squeaky clean" and well regulated as

they can be with private individuals giving their private

funds to places they choose, and the Board cannot tell them

where they will put those funds. These Foundations were not

crated by the government or the University. They are ap-

proved by this Board once their existence becomes viable.

These are not government entities and to indicate that they

must follow the same rules as the Department of Motor

Vehicles is not accurate.



Mrs. Sparks asked Mrs. Price what was meant by her state-

ment on treatment of UNLV Presidential findings. Mrs. Price

replied that the dinner that was reported with Carol Harter.

Mrs. Gallagher asked which report that was. Mrs. Price

stated that one of the things you find out was that you get

stories from people, and one of the stories is that there

was a discussion about Carol Harter, Women's Athletics and

that basic discussion and Mr. Graves' comments. Mrs. Sparks

objected to the comment that "a meeting that was reported",

and explained that this was not a meeting, it was a social

dinner at which the Regents entertained candidates. It

was not a meeting and had been listed and discussed in the

UNLV Search Committee meeting. Mrs. Price stated that there

are two dinners which fall into this category; and Mrs.

Price was not in attendance at the dinner for Carol Harter,

but was present for the dinner for Paul Olscamp. Mrs.

Price stated that at that dinner there were 7 or 8 Regents,

and the difference between what is a social event and what

is a meeting depends on how many Regents are present. She

felt that it was a meeting and left. She continued that

the dinner was pre-arranged. Not being on the search com-

mittee, Mrs. Price stated that her only purpose in being

there was to talk with and interview Dr. Olscamp. Mrs.

Price continued that it was pre-arranged, had a purpose,

there were more than 6 Regents present, and was in a closed

room. Reported back from that meeting was that there was

a discussion about Paul Olscamp and whether he was at the

end of his career.



Mrs. Sparks stated that even if there were 11 Regents pres-

ent, the man was a potential employee coming to Las Vegas

and wanted to meet the Regents and the Regents wanted to

meet the candidate. Mrs. Price stated that one of the

Regents at that meeting called her the next day and he was

the only one she was concerned about that did not know the

Open Meeting Law. She indicated to him she considered it

a violation of the law. She stated that 2 Regents talking

together in that situation is not a violation of the Open

meeting Law.



Mrs. Sparks stated that the Regents have been having social

events as long as she has been on the Board. Mr. Klasic

read the Attorney General's statement from the Nevada Open

Meeting Law manual on page 15: "It should be noted that

nothing in our Nevada statute purports to regulate or

restrict the attendance of members of the various public

bodies at purely social functions. The social function

would only be reached under the law if it is scheduled or

designed at least in part for the purpose of having the

members of the public body discuss or take action on of-

ficial business either between themselves or with other

interested parties. As was described in the case of

Sacramento Newspaper Guild...there is a spectrum of gather-

ings of public agencies that can be called a meeting rang-

ing from formal convocations to transact business to chance

encounters where business is discussed. However, neither

of these two extremes is an acceptable definition of the

statutory word 'meeting'. Requiring all discussions between

members to be open and public would preclude normal working

and living by officials. On the other hand, permitting

secrecy, unless there is formal convocation of a body, in-

vites evasion. Although one might hypothesize quasi-social

occasions, whose characterizations as a meeting would be

debatable, the difference between a social occasion or one

arranged for pursuit of the public's business will usually

be quite apparent." Mr. Klasic stated that it is a fine

line and is a very difficult question to answer in that

respect.



Mrs. Price stated that her understanding that she was there

to meet the candidate and, she had believed that it was a

violation because it was pre-determined and therefore, from

her view she does not believe it was a social event, but

others do. If she stayed, she would violate the law; if

others stayed, they would not violate the law. Mrs. Sparks

stated it was not a closed dinner and anyone could have

attended, including the Press.



Mrs. Berkley asked whether this was one of the Open Meeting

Law violations Mrs. Price had contacted the Attorney General

about. Mrs. Price stated it was not. She added that it was

stated in the paper she had contacted Ande Engleman (Nevada

Press Association) and she had not, but Ms. Engleman had

questioned Mrs. Price about it, and she had told Ms. Engle-

man she believed it was a violation. Mrs. Gallagher stated

that it would be very, very difficult to have a dinner party

that was not pre-arranged with a time set and an invited

guest list. Mrs. Price stated that as an example, Mr.

Graves hosted a party for Dr. Paul Meacham, where Regents

were all there and it was not a problem for her because

there were separate tables and she had made sure she sat

at a table with no other Regents. That was for a social

gathering upon his retirement; she had not discussed any

business and she did not hear any business being discussed;

therefore, that was a social event. But, the only oppor-

tunity she had to meet a prospective College President of a

College over which she has an oversight responsibility, and

it was her understanding that it was her only opportunity

to meet the individual. Mrs. Berkley asked whether it

wasn't other Regents' only opportunity. Mr. Klaich asked

whether Mrs. Price had a problem with having lunch with

Carol Harter (another candidate) in Reno, and if not what

was the difference? Mrs. Price replied that it was 8

Regents.



Chairman Eardley called a short recess. Upon reconvening, all

Regents except Mr. Foley and Mr. Phillips were present.



Mrs. Sparks stated that it is not necessary for Foundation

records to be subpoenaed; they are available and open any

time. Mrs. Price stated her statement concerned 1992 when

the records were not available. Mrs. Sparks stated that

the Board does make changes when problems arise. Mrs. Price

stated that it wasn't the records being open, it was that

when the records were subpoenaed, the next day the Varsity

Club was formed; she was making a much larger charge there.

Mrs. Sparks stated that in the meantime that Club was found

to be inappropriate and has been disbanded and it is over;

the Board made the change. She stated that the Board of

Regents' job is an oversight board to make policy and do

budget matters and it is not to be micro-managing the

individual Campuses; that is the President's job. Mrs.

Sparks stated that mistakes have been made -- the whole

Massamino situation was a mistake; that she had made a

mistake; she had listened to advice of counsel which she

had thought was appropriate advice to follow. She con-

tinued that if she could go back and change things she

would do some of them differently. However, they were

circumstances that existed at that time and they do not

exist now; they have been corrected at the Campus, System

and Board level; and to keep bringing it up is not proper.



Mrs. Price stated that she had used it as one example; but

she is talking about that there still isn't a structure in

place and she had not received sufficient answers to her

questions. She continued that it all began when she asked

what her liabilities and responsibilities were, and so far

she can tell she is responsible and liable but has no

governing authority, and the way she sees it is that those

organizations do not meet the tax exemption requirement.

And, if they don't then the Board is jeopardizing the tax

exempt status and the status of donors. Mrs. Sparks stated

that she did not feel Mrs. Price would ever be convinced,

but the people who are donating their money are convinced,

and cited another $3 million at UNLV for scholarships; re-

lated that people with that kind of money to donate are

fully aware of the tax ramifications; and, if there is a

tax problem it is between the donor and the Foundation, it

is not a Board matter. Mrs. Sparks continued that there

has just been completed a 2-year study of the Foundations,

the Chancellor has prepared a document reviewing the history

and includes the current thinking, and asked that Mrs. Price

not continue her campaign to discredit the Foundations, that

her campaign is discrediting a great many people who want

to give and support these institutions. And further, that

the attempt to discredit the Foundations is harmful and is

absolutely opposite of the duty of a Board member, which

is to promote and defend the institutions.



Mrs. Price replied that she believes that is the member's

duty and what they are doing, and what she has asked for

from Lyle Rivera is research which has been done on donors.

At least one research project of which she is aware, is

that donors were lost because of the way people feel about

the Foundation, which was before she became a Regent. She

disagreed that it was not the Board's responsibility be-

cause the Regents are the "shareholders' and do have a

responsibility. Mrs. Sparks argued that if the donors

know their names are to become public, they will not make

those donations; and the obligation of the shareholders

is to support and defend the work of the Foundations.



Mr. Alden thanked Mrs. Price for calling this meeting and

for recommending several different publications regarding

public policy and trusteeship, all of which he has read.

He stated that from all his readings, he did not feel Mrs.

Price was a trustee or a Regent. He defined that as 1)

Mrs. Price's attack on Mr. Phillips was incorrect in that

Mr. Phillips was not present at the Audit Committee meeting

and, therefore, did not vote on the recommendation of

Coopers-Lybrand as the external auditors. 2) Mr. Alden

had clearly indicated throughout the Audit Committee

meetings that he did not like the process being followed

for the selection of the external auditors wherein the

System auditors were selecting the external auditors. 3)

The Audit Committee is deeply involved in micro-management

and is not getting into the issues. He stated Mrs. Price

was not present for the April 15 meeting in which there

was an attempt to get redirection for the Committee, which

was to be forwarded to the Regents for consideration. He

felt Regents should be selecting the external auditors. Mr.

Alden felt that the process was flawed as well as the timing

of the process for hiring having been 9 months into the

fiscal year before a firm was to be selected. He had pro-

posed that the firm of Deloitte-Touche be extended for one

year and the new firm to come on board July 1, 1995 for a

3-year contract.



Mr. Alden stated he felt the Audit Committee should have

been addressing the System data processing; the accounting

situation; the data base. He has asked for a full account-

ing of the resources and expenditures for UNLV Athletics

for the past 3 years. The last report shows that there

were $850,000 in trade outs at UNLV Athletics this past

year, which inflated resources but are actually services.



Mr. Alden stated that although Mrs. Price is always on the

attack with the Foundations he does not feel she comprehends

their structure or their importance, and that she is con-

fused over their tax status. He stated that their tax

status is correct. He had Ms. Susan Wasco, a well-versed

tax attorney in Las Vegas review the Foundations. Mr.

Alden explained that the donor sometimes does not get 100%

deduction but that is based on the donor's tax situation

and has nothing to do with the Foundation. He indicated

his support of the Foundations and the work they are doing

to support the Colleges and Universities. Mr. Alden stated

that the Foundations look to the Presidents for priorities

in spending for the respective Campuses. He related that

of the total System budget, only 48% is from State funds.

Mr. Alden stated that he had reviewed the records of all

the System Foundations, and cited UNR Foundation report

for June 30, 1994, which contains more information and

schedules than is required by the guidelines.



Mr. Alden stated that even though Mrs. Price has been on

the Audit Committee for a year, he did not believe she had

reviewed the Consolidated Financial Statements. In his

review he had found a number of errors, which he brought to

the attention of Deloitte-Touche, who made the corrections.

He stated he felt this review is much more important than

micro-managing a $3000 Library item for transporting of

funds.



Mr. Alden stated he was proud to serve on the Board of

Regents and discussed his fellow Regents and their service

on the Board and dedication to education. He stated that

Mrs. Sparks had been viciously attacked over a 2 or 3 year

period but had not called for a special meeting, but rather

kept on going because she believes in higher education.



Mr. Alden referred to 10 virtues as stated in William

Bennett's book: self-discipline, compassion, responsibil-

ity, friendship, work, courage, perseverance, honesty,

loyalty and faith. He stated that he felt Mrs. Price

should take a serious look at what she had done this day,

look at herself and make a decision as to whether to be a

trustee for higher education or whether to continue to be

on the attack. He referred to a newspaper article written

by Mr. Jon Ralston stating that Mr. Alden had reached too

far after the Presidential search at UNLV, and he was right.

Dr. Harter had received the full support of the Board, and

Mr. Ralston had reminded Mr. Alden of that, and he thanked

the Press for that.



Mrs. Price rebutted that her reference to David Phillips

had been to do with Mr. Phillips being a new Regent and his

vote in both the Presidential search and the external audi-

tor in being opposed to the Audit Committee decision. She

stated that prior to the meeting on the vote for the UNLV

President she had heard a rumor so had asked Mr. Alden

whether he and Mr. Graves had arranged to put (candidate)

Dr. William Shelton's name forward and he had replied that

they had not. The day of the meeting, with the previous

history of the Board and the understanding of what goes on

at UNLV, Dr. Harter was overwhelmingly the choice. How-

ever, only by virtue of the way they voted did Dr. Shelton

get to be second on the list. She stated Chairman Eardley

at the meeting told her the members needed to support the

nominee. At the Board meeting, Dr. Derby made the nomina-

tion for Dr. Harter, and the Board voted down the nomina-

tion, they voted down the Advisory Committee and the Board

Committee. That was reinforcement for Mrs. Price in know-

ing that the rumor she had heard was indeed the case.



Mr. Alden stated he had never talked with Mrs. Price before

that meeting or during the meeting or at the meeting as to

what his thoughts were as for who he was favoring. He said

he had given her a briefing only one time on one candidate.

Mrs. Sparks stated that Mrs. Price was totally on the

wrong track in saying this was a predetermined vote. Mrs.

Sparks stated that she was the one who stopped Dr. Harter

from getting the nomination on the first vote. She stated

she had not spoken to any other person on the Board; that

she was not on the Search Committee but had attended the

last two meetings and knew that Dr. Shelton was second and

knew there were people who supported him. She continued

that she also knew, from Dr. John Phillips, consultant to

the Search Committee, that Dr. Harter did not want the

Presidency on a split vote, which probably would have been

6-4. She had voted "no" so that a second motion could be

made and Dr. Shelton's name could be brought up, for two

reasons. First, if Dr. Harter had won on a split vote,

she may not have taken the position. Secondly, knowing a

number of people supported Dr. Shelton and she wanted them

to be able to express their views. She stated she felt

that was the only way those two things could be corrected.

On the second vote Dr. Shelton was not selected; however,

views had been expressed. When the selection then came

back to Dr. Harter, it was a unanimous vote. She was so

informed of the unanimous vote, the media handled the

matter that way, and that is what is on the record. Ms.

Sparks stated that this had nothing to do with Mr. Graves

or Alden or anyone else who supported Dr. Shelton; that she

had done that strictly on her own and strictly on the spur

of the moment for those two reasons. Therefore, she con-

tinued, if Mrs. Price thought there was a conspiracy here,

that was totally incorrect. Mrs. Sparks stated she had

not spoken to one other person on the Board at the time

of her vote.



Mrs. Price returned to the discussion on Mr. Phillips'

votes on the Audit Committee. There were two votes, and

the indication to her was that the new people were going

to conform to the way of the Board. With regard to the

April 15, 1995 meeting, that was the only meeting she had

not attended. She stated she was in the System Office at

10 A.M. waiting for the meeting to end because from her

perspective the meeting was for the benefit of the Board,

and she had later learned that it was very beneficial.



She stated that Mr. Alden was correct in that the informa-

tion going to the Audit Committee is not correct and the

Committee should be doing other things. She continued that

the Committee is working to bring about changes. She urged

the members to read Dr. Bennett's book. She stated that if

she believes there is something wrong within the System, it

is her obligation to bring it to this Board. She stated

that she was not making up her allegations, that she had

discussed these items with other people. She referred to

Mr. Klaich being a tax expert, and he replied that he was

not, but the Board had two seminars by Mr. Bill Sutton,

who is, and he had not raised some of the concerns that

Mrs. Price has found troublesome. Mrs. Price stated there

were concerns, the Board has made changes, and those are

the first step. Mrs. Price stated that she did see things

differently on the Board, but in the best interest of the

students and System and they should take due diligence,

which means that the problems are to be addressed.



Dr. Derby stated that each member of the Board brings

strengths to the Board and needs to work together in the

best interests of higher education. She stated that she

disagrees with much of what Mrs. Price had raised at this

meeting, but not all of it. She stated that she did not

like this discussion; however, felt that each member has a

right to raise issues of concern. She stated that the dis-

cussions on the Foundations have not always been clear, and

she would like additional information on donations. It

has been her understanding that the donations must be used

for those things that are a part of the academic plans of

the institutions, and otherwise are unacceptable. The

Board members are the elected representatives of the people

and must make clear who is the governing authority and has

the right to approve those academic plans. But each member

has the right to broach concerns and they should be dis-

cussed. She stated she has always been concerned about the

Board's public image and did not like these concerns played

out in the Press.



With regard to the UNLV search, Dr. Derby stated that it

pains her to have this matter continually rehashed. She

stated that the process of that search was an entirely

open, democratic and collaborative effort on which the

institutional representatives had the maximum amount of

input, and she was very proud of the people who devoted

their time and efforts. She related that they understood

that they knew the end of the search would be played out

in a politicized environment. She stated that the out-

come of the search was consistent with the recommendation

that came forward from both the Advisory committe and the

Regents Committee, even though it was a bit messy getting

there. She related that Mrs. Sparks had explained the

actions she had taken and Dr. Derby had appreciated that.



Dr. Derby stated that she would be supportive of some of

the recommendations made by Mrs. Price, not most or any

of the charges that she had made. She agreed that there

is not enough training for Regents and hoped that could be

remedied in the future. Dr. Derby reminded the Board that

it is making progress in the evaluation process for its

officers. She stated that this Board in some ways is a

reflection of the larger society and is saddened that the

discourse in all political arenas has lost much of its

civility. Dr. Derby related she had attended many sessions

on governance as she has gone to various conferences since

being on the Board, and felt that other Boards focus on

working together and hoped this Board would begin to do

that. She has asked in the past for a session on the Open

Meeting Law which she felt would assist this Board.



Mrs. Price commended Dr. Derby for the manner in which she

conducted the UNLV search, and agreed that the outcome was

good, and that the subject had been brought up in this

context only because of the situation regarding the media

advisory.



Mrs. Berkley stated that she had a different perspective

from Mrs. Price; that all the members have had a very

difficult time but felt they have progressed a long way;

that there are a number of things in place now for the Board

to move forward. She felt the Board has learned from its

mistakes, and that a historical perspective is important.

30 years ago, no one had dreamed of such a large System

and the duties and responsibilities of the Board have be-

come far more sophisticated and far more difficult through

the years. Mrs. Berkley stated that with her time on the

Board she has come to appreciate the nuances that each

member brings to the Board and has come to enjoy the inter-

action and interplay. She stated she has lost more votes

on this Board than she has won, but has enjoyed the fact

that she is winning more in the last few years as a result

of a whole lot of work and sweat and tears. Mrs. Berkley

agreed that a workshop by the Attorney General's office

is warranted. She stated that she was greatly offended

that Mrs. Price had felt it necessary to walk out on a

dinner, because she does not believe that dinner is wrong.

She continued that it made her very uncomfortable when the

members are at a social function and Mrs. Price sits at a

table by herself, which she understands Mrs. Price's reason

for doing so in her mind, but it makes Mrs. Berkley feel

terrible that she is talking with several Regents in a

social setting and Mrs. Price cannot. Mrs. Berkley contin-

ued that those discussions of family and children and grand-

children and events are very, very important because it

puts a "human face" on the individuals.



Mrs. Berkley stated that with the Presidential evaluations

the Board has been negligent; however, it is working on

changing those procedures through the new Chancellor. His

immediate focus has had to be the legislative session, but

once that is over there will be tremendous changes. She

stated that she does not feel the Board does pay enough

attention, but it is something that can be changed; she

felt the Chancellor should be present in the legislative

halls so that the Board's priorities can ultimately be

selected.



With regard to Mr. Graves, Mrs. Berkley stated that she had

gone through a few "tough" years on the Board, but Mr.

Graves has been very, very helpful; therefore, she sees him

in a different light from Mrs. Price. As for the UNLV

search, Mrs. Berkley stated she felt that has been a "shin-

ing light" for the Board; that it was a lot of hard work and

the outcome has been well worth the effort. And when Mrs.

Price denigrates that process it is insulting to a lot of

people who put in a great deal of time and effort. And

she felt it was not Mrs. Price's intention, but it is the

result.



Mrs. Berkley stated that she had voted against the Audit

Committee recommendation on the external auditors, because

of information she had received; that no one had lobbied

her. With regard to the WNCC search, she felt that Mrs.

Price should have notified the Chairman of the Committee

or the Chairman of the Board when she had received a phone

call indicating that person felt the search was predetermin-

ed and should not have made such a statement to the Press.

She continued that she understands that the Press had called

Mrs. Price and further understands how they operate and

court a person. She stated it has taken her a long time to

learn good boardsmanship, but it is something each needs

to work on. Mrs. Berkley stated that the dinners with

candidates are a part of a process and it is the only op-

portunity the people who were voting for a candidate have

to interact with the person on an individual basis.



Other than voting for Mr. Massamino's contract, which was

a "bad" vote, Mrs. Berkley stated the motives were good,

but the Board has suffered a great deal from it. Mrs.

Berkley stated the second most difficult vote for her was

in voting for the $1.8 million buyout for Mr. Massamino,

but the alternative was much, much worse. Ticket sales

had gone way down and so long as he was still at UNLV,

there was a good chance of losing the Thomas and Mack

Center. Mrs. Berkley stated that she has had a lot of

concern over the Foundations, but progress has been made.

But there is a long stretch from having problems in that

area and suggesting to the public that there was a con-

spiracy between the Foundation Board and the gaming com-

munity to bring Mr. Massamino to Las Vegas to lose games

so that they could book the action. With her involvement

in the Hotel/Motel Association and being a Vice President

of a major hotel, Mrs. Berkley stated that the issue has

not come up. So, when Mrs. Price "paints that very broad

brush", it affects a very lot of people and causes a lot

of harm.



Mrs. Price stated that with regard to what is needed now

is the report from Mr. Morton Galane. She is aware that

Mrs. Berkley went to Mr. Galane's office and discussed

the matter with him, but she had not done so. And an

anonymous donor paid the bill. She felt the Board has an

obligation to investigate the matter and can only do so

with a report.



Mr. Graves stated that what was presented today he has

heard before and it is all "what I can believe", "what I

heard", and that he fully believes no one can ever convince

Mrs. Price any differently. He stated he did not want to

make this personal, yet it is personal. Concerning the

UNLV search, he stated that he could have supported every

one of the finalists, anyone of whom would have been a

tremendous asset to the System. He stated that Mrs. Price

had accused him of "unethical, illegal and discriminatory

practices." He stated he had voted with his beliefs and

conscience, and anything else is wrong. He continued that

the Board must work together; that it takes 6 votes to do

anything. Mr. Graves stated that when Mrs. Price walked

out of the dinner she had immediately called a reporter to

relate there were illegal activities going on by the Board

of Regents. He asked how that could possibly enhance the

working capabilities of the Board. It totally destroys the

Board.



Mr. Graves continued that when Mrs. Price puts forth such

conspiracy theories as just alluded to between the gaming

industry and certain other members of the community, it

reflects on each and every one of the Board members. It

appears that it was something this Board had talked about

and that Mrs. Price was the Board's spokesman. He asked

what Mrs. Price felt she was doing to the Board when she

makes such statements as that the outcome of the search

has been predetermined. Mr. Graves stated that no one has

done as much harm to the Board as Mrs. Price. He stated

her attacks on the integrity of the Foundations and of the

Treasurer, who has donated 12 years to the Foundation, are

an embarrassment to him and to the Board.



With regard to the matter of the Morton Galane report, Mr.

Graves stated this Board had given the authority to the

Interim President of UNLV on a very delicate issue to be

resolved in the best manner. The President brought the

issue back to the Board because of the dollars involved.



Mr. Graves stated what he continues to hear is that the

rest of the Board is corrupt, they conspire, but that Mrs.

Price feels she is the conscience of the Board. He referred

to a conflict of interest at the last Board meeting in which

Mrs. Price announced she did have a conflict of interest,

but did vote on the matter at hand.



Mr. Graves stated that the next item on this agenda -- AB

495 -- is a conflict of interest. He suggested that there

was a "cozy triangle" working between herself and her hus-

band, Assemblyman Bob Price. AB 495 is known as the "Nancy

Price Bill" in Carson City, so that Mrs. Price can put any-

thing she wishes on the agenda in order to totally disrupt

the manner in which the Board does business.



Mr. Graves referred to an article which had appeared in the

"Reno Gazette-Journal" which Mrs. Price had written that

reflects on the Board of Regents and is a subject which the

Board has never discussed -- banning gaming on all inter-

collegiate athletics in the State of Nevada, which she had

espoused as a Regent. Mr. Graves stated that he hoped one

of the outcomes of this meeting would be that the members

would no longer criticize one another in the media. He

added that he was a guilty party to this and was embarrass-

ed he had done so. However, he had received a call from a

reporter stating that Mrs. Price had made statements against

him, and which had upset him greatly. He related he had

stated that Mrs. Price was derelict in her duty as Chairman

of the Audit Committee in bringing the question of the Sys-

tem office organizational chart to meeting after meeting,

and in directing the staff advisory group to rank the ex-

ternal auditing firms who had answered the RFP. He also

found it a little ironic that by the time he arrived at

the Board meeting Mrs. Price had already made a number of

charges against him and other Board members. He stated he

felt the entire Board deserved an apology from Mrs. Price,

and that he did not intend to apologize to her.



Mr. Graves continued that he was very disturbed with Mrs.

Price's votes in opposition to anything that has to do with

money for programs, a child care center, and others, when

plans have been presented to the Board, with proper docu-

mentation. He discussed the fact that there is one Regent

who is discouraging donors who have raised about $20 mil-

lion a year for the System; that these donors are begin-

ning to question why their efforts should not be directed

to other agencies and programs.



Mr. Graves, after prompting from Mrs. Price, referred to

the dinner with Dr. Harter in which he had made a statement

with regard to Title IX. He related that he had later

talked with Dr. Harter and worked through the matter, and

yet Mrs. Price, who was not in attendance, has been bother-

ed by this. Mr. Graves stated that the buyout for Mr.

Massamino was a business decision and it is defensible.



Mrs. Price stated that she disagreed with a number of the

things Mr. Graves stated she had said. However, she wanted

it clear that she had not called the Press after the dinner.

She suggested the Board have a workshop on dealing with the

media. With regard to Foundations, Mrs. Price stated she

continues to raise those questions because there has never

been a meeting to discuss them. She related she continues

to state that Foundations are needed and does appreciate

the donors and there would be no questions except for the

fact of the way the Board elects their officers and how

the checks and the property are held. With regard to con-

flict of interest, she suggested a meeting to discuss that

topic and to go to the Ethics Commission with problems.

She related she had not run for the Board until after she

had completed her course work, although she does enroll

for one credit each semester. Other conflicts should be

discussed and there are no disclosures so all would know

what they are dealing with.



Mr. Graves asked what Mrs. Price was charging him with in

connection with the hiring of Dr. Marilou Jarvis. Mrs.

Price stated that had to do with temperament and attitude

about women. She continued that each one of the incidents

is understandable and can be addressed and apologies made,

but she is indicating there is a pattern of behavior and

she considers, personally, that Mr. Graves should address

this matter either personally or with outside help. Mr.

Graves asked for an explanation. Mrs. Price related that

in the case of Marilou Jarvis she was looking at an atti-

tude toward women which includes that a person deserves a

job if someone finds it for them. She referred to a quote

in a news article she had read in North Carolina about a

Chancellor "buying a house or buying a President". With

Dr. M. Jarvis her concern is around the reporting of a

Chancellor and a Vice President, and Mr. Graves' Founda-

tion background, and had concluded that pehaps there is a

problem with his attitude toward women.



Mr. Graves again asked that Mrs. Price succinctly state

what her charge is against him. Mrs. Price stated that it

was where he had interceded to get a job for a woman, but

she was not in anyway suggesting that he had done this, but

was suggesting that in light of all the things that are

there, including the Carol Harter matter, and the two situ-

ations with Mrs. Price, that there is an attitude toward

women that may be a problem. Mr. Graves then tried to

clarify by stating that Mrs. Price felt he had interceded

to get Dr. M. Jarvis the job, and in the other case that

he had interceded to not give Dr. Carol Harter the job. He

asked Mrs. Price if those were consistent? Mrs. Price

replied that they were consistent, and that she was not

saying that Mr. Graves feels this way, but she was saying

it follows the pattern, as she understands it, where there

is an attitude toward women. Mrs. Price stated that in

the case of Carol Harter, she earns and deserves the job,

and in the case of Marilou Jarvis, Mr. Graves was giving

the job to her; that it is a difference between whether

women should hold those positions or not without the help

of a man.



Mr. Graves stated this was an accusation. Mrs. Price said

it was not. Mrs. Price stated she was saying there was a

pattern of behavior that is consistent with other patterns

of behavior, and had stated on the slide that was presented:

"Get Help". Maybe Mr. Graves does not need it, maybe he

does.



Mr. Graves responded that a pattern is something a person

has done more than once that is consistent behavior and it

appears by Mrs. Price's definition that this is inconsistent

behavior, so it is not a pattern. Mrs. Price stated that

no, it was consistent. Mr. Graves stated for the record,

"I categorically deny ever having anything to do whatsoever

in any way, shape or form, of ever picking up the phone or

doing anything to help Dr. Marilou Jarvis get the job at

DRI. And furthermore, whatever vote I made on the Presi-

dential Search Committee had nothing to do with sex, color,

where they lived, what they did. I believe I supported the

best peson for the job. And the best person ultimately got

the job and I am supporting that person."



Mrs. Price clarified that she was basing that on a question

by Regent Gallagher to Mr. Graves during the appointment of

Marilou Jarvis. Mrs. Gallagher asked what the question was,

and Mrs. Price stated that there were rumors circulating

that Mr. Graves had been involved and Mrs. Gallagher had

asked directly what his involvement had been. Mr. Klaich

stated that Mrs. Gallagher had asked Mr. Graves if he had

interceded in any way or promised her a job during the

Chancellor's search. And Mr. Graves had answered that

question, "No".



Mrs. Gallagher stated that Mrs. Price had called this an

historical meeting, and truly it was, because it was the

first time in her history as a Regent or as any kind of

business leader that she has told someone in a public meet-

ing what she thinks about their actions. She continued

that she does not operate this way; that this meeting was

very disturbing to her. She related that if she has a

problem with someone she takes them aside and talks to

them and they arrive at a conclusion.



Mrs. Gallagher stated that Mrs. Price had criticized every

member of the Board and, except for perhaps Mrs. Berkley

and Mr. Graves speaking up once or twice, that she had held

this Board hostage because the Board did not care to reply

to her or question her ethics, her agenda or her conflicts

of interest in the Press. Mrs. Gallagher stated that this

is not the way she does business and resented having to do

this now with Mrs. Price.



Mrs. Gallagher stated that she did not think the U. S.

Attorney General nor the head of the IRS could change Mrs.

Price's idea about Foundations. She stated she would not

comment on those items. She stated she was surprised that,

after some of the comments about other Regents, the worst

she had turned out to be was "a good old boy". However,

Mrs. Gallagher stated she had not appreciated Mrs. Price

questioning her intent. Mrs. Gallagher stated that unless

Mrs. Price asked about the intent, she could not possibly

know what it was. Mrs. Gallagher related that she was not

concerned about what Mrs. Price might say about her in the

Press because it simply would not change her life at all.



Mrs. Gallagher stated that when Mrs. Price acceses people

of doing things they have not done, then Mrs. Price is

wrong.



Mrs. Gallagher related she did not know who instructed Mrs.

Price about the role of a Regent. She felt the best state-

ment Mrs. Price had made this date was that "I have no

governing power". Mrs. Gallagher stated that was a true

statement, that Mrs. Price did not have any governing power;

that the governing power is with this Board. No one member

has any governing power until s/he becomes a part of this

11-member Board, and to get all "shot in the arm" about

individual importance is really ridiculous. Because each

member is 1/11th of 1 and that is not very much. Mrs.

Gallagher stated she resented that Mrs. Price was attacking

the members of the Board; that she believes Mrs. Price says

things that are not true; that she would stop short of say-

ing Mrs. Price lies, but would say that she speaks absolute-

ly without factual foundation. Mrs. Gallagher related that

she felt it was ludicrous for Mrs. Price to question Dr.

Derby and the way she conducted the UNLV Presidential

search. Further, Mrs. Gallagher stated it makes Mrs. Price

look foolish, because Dr. Derby certainly followed the

process. Continuing, Mrs. Gallagher questioned who had

given Mrs. Price the authority to question the Board, be-

cause it did not come with her election. She wondered why

Mrs. Price would question Mr. Graves' attitude about women;

that it has nothing to do with the governance of higher

education; and why Mrs. Price would question the ethics of

all the members of the Board. Mrs. Gallagher stated that

Mrs. Price did not have the fortitude to tell her something

directly, but had asked Mr. Klasic to see if he would tell

her.



Mrs. Gallagher stated that Mrs. Price refers to "they called

me" and is seldom definitive. Mrs. Gallagher stated that in

this light she has received calls "from the Legislature" to

ask what they could do to help the Board with Nancy Price.

She stated her answer had been that until the Board discuss-

ed this with Mrs. Price, no one could help.



Mrs. Gallagher stated that she was tired of the time taken

at Board meetings trying desperately to explain to Mrs.

Price about Foundations, because she would never understand

it. And there are many other matters that no matter how

much information, or how much explanation is given, Mrs.

Price feels the information is not enough, it's illegal or

it's immoral. Mrs. Gallagher stated she would not spend

anymore time in this manner and did not want to be invited

to any more of these meetings.



Mrs. Gallagher stated she had sent to the Chairman of the

Board a memorandum asking that Mrs. Price be removed from

the TMCC Presidential search because that if Mrs. Price

adopts the attitude as she has with the other searches,

that there would be a problem. She related Mrs. Price

had already made the statement that she was not going to

follow the process used for checking references of appli-

cants.



Mrs. Gallagher asked that Mrs. Price follow the Board

process for discussion of her concerns. She stated that

it is wrong for one member of the Board to tie up staff

time and Presidents' time doing reports and research when

the full Board has not asked for the information. The

appropriate process is to go to the Chairman or Chancellor

and ask for information. Mrs. Gallagher continued that it

was time the Board stood up to Mrs. Price and called a halt

to her actions. She stated that she would not be held

hostage by Mrs. Price any longer, and would no longer sit

back while Mrs. Price "heaped coals" on the entire System;

that from the beginning Mrs. Price has treated the Board

as though it was out to do harm to the System and only she

could save it. She asked Mrs. Price to think about what

she is doing -- absolute and complete destruction of all

that the Board has tried so hard to build. She continued

that there are a lot of people, who have tried very hard

to build a System of higher education that would be im-

portant to the people of the State of Nevada. Mrs.

Gallagher warned Mrs. Price that she would not allow this

conduct any longer, and that she had had enough.



Mrs. Price stated that the first time she cried while on

the Board was at the first meeting, and if she ever felt

threatened was when Mrs. Gallagher talked, and had given

credit to her for good boardsmanship and being able to

get things done. Mrs. Price stated that when she has

talked about "intent" it was not about Mrs. Gallagher's

good intent but was the good intent of operating in a

structure of a "good old boy" system. She stated that

she began this day by talking about structure, and with

the exception of the response to Mr. Graves question, she

had been talking about what the Board would do from here.

Mrs. Price stated she had given the reasons why the Board

had gotten here; the main reason was that for 2 1/2 years

she could not get an item on the agenda. She related that

if the Board had addressed Foundations then, she would not

have to raise the questions at every Board meeting.



Mrs. Price stated that the characterization of what she has

said and who she has attacked she does not accept. She

mentioned that she should have taken each of the quotes (in

the media) in turn and explained them. She reiterated that

the Board has a workshop session with Bob Auer (from the

Attorney General's office), the report from Mort Galane,

perhaps a session on how to deal with the media, a session

on conflict of interest, and the role of the Regents to be

discussed.



Mr. Klaich stated that he understands the Open Meeting Law,

which means that when he transacts public business it is

done at a meeting, called appropriately by the Chairman, is

posted, and the discussion is done at the open meeting. The

Open Record Law means that documents that are public docu-

ments are the people's documents and they are open. He

related that the Board has discussed this, and agonized

over it, because from the last search done by the Board to

the next time of a search the law had changed, attitudes

had changed, and trends had changed, but the Board had not

changed and got "noses tweaked", and there is no great

mystical meaning of the words "open meeting". He added

that he felt this Board needs to be a little bit better

losers. He cited Mrs. Gallagher as being an excellent

winner and knows how to work the Board. He continued that

Mrs. Gallagher is also an excellent loser, because when

this Board acts, no one would ever know how she voted one

way or the other. Mr. Klaich stated that is what this

Board is not very good at -- that a member brings the

business to the Board, action is taken, and that is the

decision to be upheld. He cited the action taken by the

Board at its last meeting which concerned tuition and

fees, and that he had not voted on the prevailing side.

Upon his return to Reno he had been interviewed and related

the Board's position, defying anyone to determine from that

interview how he had voted.



Chairman Eardley distributed a handout on general policy

statements of the Board, which are found in the Board of

Regents Handbook, Chapter 1. Mr. Klasic noted that there

is a prime provision in the Board Bylaws, Article III,

Section 5, which states, "No member of the Board of Regents

can bind the Board by word or action unless the Board has,

in its corporate capacity, designated such member as its

agent for some specific purpose and for that purpose only."

He continued with a review of the procedures contained in

the Handbook, Title 4, Chapter 1. There are 4 areas which

discuss the responsibility for the Board of Regents to

higher education, to themselves, to the Chancellor and

Chancellor's staff, and to the responsibility of the Board

to the electorate.



Mr. Klasic reviewed Title 4, Chapter 1, Section 2, Part 2

and in Title 4, Chapter 1, Section 5, dealing with role

and responsibility of the Board. (Filed with the permanent

minutes).



Chairman Eardley stated that many of the Board do realize

what the role of the Board is, and that people do become

members of this Board to help perpetuate higher education

in Nevada. There is a love for the students and the goal

is to give them the best education possible. He continued

that the Board has become fractured and has become mired

in issues that take away from the true goal -- helping the

Colleges and Universities to educate the students. It is

time to focus on this goal.



2. Opposed Assembly Bill 495



The Board voted to oppose AB 495 in the State Legislature.

This bill would allow any member of any Board to place any

item they wished on the agenda for discussion and action.

Mr. Klasic stated this is a proposal to amend the Open

Meeting Law. If passed, this Board would have to change a

number of its policies. Mr. Klaich suggested that this

matter is really none of the Legislature's business how

boards internally conduct their business.



Mr. Klaich moved that the position of the Board of Regents

feels that this in an inappropriate subject for legislation

and that testimony by our officers before the Legislature

so indicate. Mrs. Gallagher seconded.



Discussion was held on the Board's policies for agenda

items. Mrs. Gallagher stated that it was unusual for a

Chairman not to put an item on the agenda when requested,

if the agenda item is reasonable and if the Chairman feels

there is adequate interest on the part of the rest of the

Board for that item. Chairman Eardley stated that the time

required for the agenda items is also a factor and cited

the request for a workshop on dealing with media; however,

with the press of other business there had not been time

to place that item on the agenda.



Lt. Governor Lonnie Hammargren had been present for most

of the meeting, but had to leave for another engagement.

Chairman Eardley read his statement congratulating the

Board for their spirited open discussion and asked that

they get together and work on education.



Mrs. Sparks stated she felt this bill was just one more

step in taking autonomy away from this Board. She continued

that she was surprised there had not been more accusations

on a conflict of interest knowing Nancy Price's feelings and

the fact that her husband's name is the first one on that

bill. Mrs. Sparks stated she would be extremely uncomfort-

able supporting a bill like this knowing the interaction

and intrigue that is involved. She urged the Chancellor

and Chairman to speak very strongly on the Board's position

on this and not to allow an outside agency to dictate to

the Board. Mrs. Sparks felt that there is not a problem

in getting legitimate, valid items on the Board agenda.



Chairman Eardley stated that a number of members, including

Mrs. Price, had indicated a desire to move more items from

the main agenda to the consent agenda. However, now that

is being done, some of the members are asking to remove

items for discussion. He explained to the Board that it

is often difficult to determine where the items should be

placed.



Motion carried. Mrs. Price voted no.



3. Public Comment



Toni Horne, ASTM President, TMCC, stated there would always

be disagreements on a Board, but there must be respect.



Mr. Klaich stated that he had a concern on the statement

that "we don't know what the budget is about." He reminded

the Board of what it has done in the context of strategic

planning, capital improvement planning, time plans that have

been printed for review, and the incorporation of all those

into the budget process, and for the first time in 10 years

the incorporation of the strategic goals into the budget

process and translating those into values. He stated that

he feels this Board has more strongly incorporated academic

and financial planning into one continuum than at any

other time during his tenure.



4. New Business



None



The meeting adjourned at 5:20 P.M.



Mary Lou Moser

Secretary of the Board

05-02-1995