May 2-3, 1995
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
1. Board of Regents Relationships, Obligations and
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;
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
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
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
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
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,
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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-
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
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
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
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
The meeting adjourned at 5:20 P.M.
Mary Lou Moser
Secretary of the Board