BOARD OF REGENTS
UNIVERSITY AND COMMUNITY COLLEGE SYSTEM OF NEVADA
Rooms 201-202, Moyer Student Union
University of Nevada, Las Vegas
4505 Maryland Parkway
Wednesday, May 5, 1999
Members Present: Dr. Jill Derby, Chair
Mr. Mark Alden
Mrs. Thalia Dondero
Mrs. Dorothy S. Gallagher
Mr. Douglas Roman Hill
Dr. Tom Kirkpatrick
Mr. David Phillips
Mr. Howard Rosenberg
Mr. Doug Seastrand
Mr. Steve Sisolak
Mr. Tom Wiesner
Others Present: Chancellor Richard Jarvis
Vice Chancellor Tom Anderes
Vice Chancellor Jane Nichols
General Counsel Tom Ray
President Ronald Remington, GBC
President Carol Harter, UNLV
President Richard Moore, CCSN
President John Richardson, TMCC
President Stephen Wells, DRI
Interim Michelle Dondero, WNCC
President Joseph Crowley, UNR
Secretary Mary Lou Moser
Also present were Faculty Senate Chairs Dr. Al Balboni, CCSN; Mr. J. Scott Wiley, System Administration; Dr. Jack Smith, GBC; and Mr. Ron Martin, WNCC. Student government leaders present were Ms. Liza Micheli, GBC and Mr. David Abramson, CCSN.
Chair Derby called the meeting of the Board of Regents to order at 11:05 a.m. on Wednesday, May 5, 1999 in Rooms 201-202 in the Moyer Student Union of the University of Nevada Las Vegas with all members present.
Chair Derby apologized for the delay as the Presidents were working in a meeting on an agreement. The Chancellor will make a presentation with a proposal. Chair Derby stated that Board was committed to improving higher education, fair funding and getting it right. Chair Derby also stated that the budget closing would be on Friday, May 7, 1999 at the Legislature. Chair Derby also commented that everyone was to remain respectful and civil; everyone will get their chance to speak and be heard and to please listen to all views.
- Review Biennial Budget Request-Chancellor Jarvis apologized for the delay of the meeting. The Chancellor stated that his presentation would focus on the Governor's intentions on the issues. He also stated that he and the Council of Presidents were making this proposal. The main principles will be re-setting the budgeted enrollments and the principles of a funding equity study.
- Public Comment - Danelle Marshal, a student at GBC, thanked the Board for the opportunity to speak. She stated that she had chosen GBC due to her specific financial needs. She stated that at GBC there are many opportunities offered, the teachers know you by name and the personal services are great. She requested the Regent to allow GBC to start a 4-year program, as to make it possible for students to get a higher education.
Principles for re-setting the budgeted enrollments begins with maximizing access in the FY00-01 by taking the growth add-back through the instructional formula to generate budgeted enrollment. The next step is to adjust enrollments to reflect campus performance, considering which campuses met and exceed or which are under-enrolled, but ensuring that no campus will be penalized for not meeting the budgeted enrollment. The next step is to re-set the budget enrollments for FY00 to at least FY99 actual enrollments by each campus. This adds in the campus growth rates. The next step is to maximize the growth rates above the FY99 actuals by using the differential growth rates, the differential/regional population growth and the increased college participation. The final step is to minimize new funds beyond the Governor's recommended budget.
Chancellor Jarvis explained the reallocation of budgeted enrollments, FY00-01. In the year 1999 (last spring) FTE was set at 44,483. The Legislature and the Governor will use this as the new base. But the system was only funded for 42,263 with an actual of 44,589. The proposed numbers will be set at 45,357 and 47,783 for FY00 and FY01 respectively.
Chancellor Jarvis then went over how he arrived at the budgeted reset.
UNR must get a rate of 1-% growth each year of the biennium to get $900,000, which will be held in a central account, established for enrollment growth. If UNR does not exceed its budgeted enrollment for FY00 by the 1%, then the $900,000 will be distributed among those campuses that did.
UNLV, CCSN will incorporate the Board's Growth add-backs of $9M and $7M respectively.
WNCC/GBC has no reallocation recommended by the Regent's. The budgeted enrollments will be brought up to the FY99 actuals and will have their annual growth rates set beyond the FY99 actuals at 1.5% per year.
TMCC-will bring their budgets enrollments up to FY99 actuals and will have their annual growth rates set beyond the FY99 actuals at 3% per year. TMCC is the largest over enrolled school of the system.
Chancellor Jarvis then gave the impact of the proposals as: UNLV will be funded to provide 33.6 % of the distributed enrollment for FY99; UNR at 22.3%; CCSN at 27.9%; TMCC at 9.2 %; WNCC at 4.4%; and GBC at 2.5%. With this proposal the system has remained faithful to the percentage of distributed enrollment proposed. This proposal has maximized growth for the Southern campuses of UNLV and CCSN.
Regent Sisolak questioned where the money went that UNR received but did not use and also asked for a monetary figure for services that were not rendered. Chancellor Jarvis explained that money stays where it has been appropriated and allocated for. He explained that this has happened to every institution and this is just UNR's year. President Crowley commented that UNR had services rendered just more money to render them with and that this has occurred throughout history.
Regent Kirkpatrick expressed that the South has been given a growth rate of 3-6% and that it seemed the amount allocated is unfair. He stated he just wanted to make sure that the money allocated is accounted for and fairly distributed. Chancellor Jarvis responded, as UNR was the only institution that did not make budget enrollment requirements, UNR was reduced by $900,000. They were also reduced to the actuals. Now UNR has a performance indicator placed on them, of having to meet the actuals plus 1% or nothing next time. Chancellor Jarvis also stated that he felt every campus would exceed the projections. Regent Kirkpatrick asked if the all President's agreed to only reward one institution for meeting its projections. The Presidents responded yes.
Regent Dondero asked if this meant that they could not change the budget. Chancellor Jarvis responded, as they will be changing the request, but could not change money from one campus to another.
Regent Rosenberg stated that Regent Sisolak sees money has went to UNR that should be given back to the schools with a higher growth rate. Chancellor Jarvis responded that this is correct but that there is a lag process. He stated that if you do not meet the budgeted request then you take a budget cut.
Regent Phillips then asked where did UNR's budgeted money go. President Crowley responded that it went to provide services and programs to students. He also stated that lower enrollment also meant lower student fees which has already penalized UNR. The calculation must include loss of student fees when looking at an amount of money not spent on services for students that did not enroll. Vice Chancellor Anderes added, money was provided for students that did not enroll, but the institution also did not collect fees and suffered loss of income. The money was for services and instruction. Regent Phillips then stated that if there was a surplus it should be sent to the institutions that need it. President Crowley stated that the Legislative laws prohibit the system from moving money from one budget area to another. This proposal attempts to address this with lower requests for FY00-01. President Crowley commented that they are still paying professors to educate less students.
Regent Alden stated that it is very simple. The Board of Regents has an imperfect system, if you do not spend the money you lose it. We are now trying to modify that. The money should follow the students and it should be able to be adjusted by semester. Chancellor Jarvis is setting parameters for UNR of meet or lose. All the institutions should have the same rules.
Chancellor Jarvis stated that the question at hand is how to deal with the situation that we cannot change this year. All we can do is have a change for the biennium. We have decreased UNR’s budget by $900,000 and this is the first time an institution has been penalized for no growth. UNR will have to absorb the $900,00 budget cut in the year 2000. If they sustain a 1-% growth then they receive the $900,00 in the second year. They must absorb a 1% unfunded growth in the 1st year of the biennium. This is a severe penalty for UNR.
Regent Alden questioned why everybody is not the same. The Chancellor responded that we cannot pull money out during the biennium. If we pull it, it goes to the state, not the system.
Regent Sisolak commented that this is not a penalty. Chancellor Jarvis responded that it is a million against the Governor’s recommendation, UNR gets cut.
Regent Kirkpatrick stated that by lumping the entire South together CCSN does not get what they deserve. CCSN should get 11% increase. The Board of Regents directed $9 million to UNLV, $7 million to CCSN and $7 million to TMCC.
Regent Rosenberg asked should we do the same for all institutions. Chancellor Jarvis commented that it is not fiscally wise to have a pool of money. The IFC can re-allocate the money to anyone because it is then uncommitted.
The meeting recessed at 12:25 p.m. and reconvened at 1:15 p.m. with all present.
Chancellor Jarvis stated he would now talk about Equity Solutions. Regent Gallagher asked if it was a unanimous vote of the Presidents. Chancellor Jarvis responded, yes. The Chancellor went on to express that all the Presidents agreed that opening the Estate Tax account is an improper use of funds for long term planning and they are asking the Board of Regents for their commitment to lobby the Legislature to repay from the General Fund. The state should not use Estate Tax to fund General Fund items. There needs to be corrections to omissions from the Governor’s budget. The Legislature took money away from UCCSN budget request; because according to the rules in place they are over funded, $5,541,000 to settle omissions and inconsistencies according to the Governor's budget and this will be applied to UNLV’s base budget.
Tom Anderes stated that the original budget was $1,170,606. The Legislature reduced that figure to $1,661,261 for library staffing and the campus services building. The Chancellor recommended adjustments to the executive budget. Regent Alden stated that this constitutes an adjustment to the timeline of when buildings come on-line except for the campus services at UNLV. Regent Sisolak questioned how to run these services without any funding. Regent Alden answered that the President’s must reallocate. Chancellor Jarvis responded that we could ask the Legislature. President Richardson responded that this was money that was requested for projects taken off of the Public Works list. President Dondero reported the same. President Harter reported that she would have to take from other services. Chair Derby asked how this had happened. President Harter responded that the Regents approved the building after the submission of the budget, but Chancellor Jarvis’ list includes the need for the building. We are requesting help from the Legislature.
Chancellor Jarvis then reported on funding needs by category of annualized & biennial totals. He reported that $15,443,958 was needed to solve the growth problem that has been projected. The Governor is only recommending $8 million. The Chancellor stated that they will look to the estate tax for the remainder. Tom Anderes reported on 60/52 million per biennium. What we are suggesting is that during the first biennium we spend 60 million and then drop that down to 52 million per biennium. This suggestion will get everyone back on line for 50 million per biennium. Regent Alden stated that there was a difference between the pages, with Tom Anderes reporting that the 60/52 version is more current. Regent Seastrand asked if the table was only an estimation with Tom Anderes responding yes. Regent Kirkpatrick stated that the balance of the fund is of great concern to him. He asked what makes the board stick to it and their spending habits. Tom Anderes reported that this was a 5-year history, which they tried to develop a formula to project for the future growth. Regent Derby inquired if there had been discussions with the Presidents of surviving with $4 million less per year. Tom Anderes reported that the fund is exhaustible. Regent Hill added that by throwing in inflation of 2-3% per year, the balance will be approximately $40 million after 15 to 20 years. Tom Anderes then reported that they would look at one-shot expenditures rather then permanent expenditures. In the revision of the budget request $22.22 million was allocated for growth/equity from the estate tax. Regent Dondero asked if that included the teacher initiative, with Tom Anderes reporting no. Chancellor Jarvis reported that it must come from funded enrollment growth. President Harter reported that a portion of it will come from there, but it slows down the completion time.
Regent Alden asked about financial aid being reduced by $2 million. Jane Nichols reported that they had looked at the Millennium Scholarships and did not see a major impact. It would effect 3% of the student population. Regent Alden asked about the reduction of $2 million in EPSCOR? Jane Nichols reported that they would have $1 million matching fund requirements and the equity for DRI/UNLV & UNR would need to be reduced, and thus there was less money for matching funds for campuses. Regent Alden questioned the 4-year program at GBC with President Remington stating that he had given up the funds, and that they need the full amount. Regent Alden then inquired about the Dental Residency program cut of $1.1 million with Jane Nichols replying that they had already hired the staff and residents for the program. Chancellor Jarvis added that $60 million is the maximum burden to be on the estate tax and that it is $4.88 million higher than the Governor's budget. He then handed out a supplemental page to the hand out which is the recommendations from the Vice Chancellors, Presidents and himself. Regent Alden stated that he felt that if we ask the Legislature for more money beyond what has been presented, that there was slim chance to none that the Legislature will fund anymore thus needing to get it from the estate tax. Chancellor Jarvis stated that he is recommending that the Legislature be asked on Friday for $951,471 per year in general fund for growth and $3,658,658 per year in the general fund for equity. The Chancellor also stated that if the Legislature does not provide or approve these recommendations then the Regents will be addressing the shortage in June. Regent Gallagher asked if the plan was changed from 2-3 year biennium what would the effect be on the estate tax. Chancellor Jarvis explained that the recommendation is $22.2 million for a quick hit or the estate tax will disappear. If the money is moved from estate tax now and the general fund does not cover it in two years then there will have to be a cap on growth in approximately 2-4 years from now. Regent Alden added that there was only 2 other sources for higher education and that would be to increase the tuition rapidly or to have local taxation funds. Regent Hill added that he felt that by dipping in the estate tax means facing larger consequences especially if the general fund doesn't cover the payback in the future. Chancellor Jarvis added that this is why they are trying to get the state to fund the equity by mortgaging $22.2 million in estate tax. Regent Gallagher asked if there had been any conversations with the Governor or Legislature that they would pick this up. Chancellor Jarvis reported no. Regent Gallagher then added that if they don't pick it up then the Regents will need to make the refund out of the estate tax. Chancellor Jarvis stated that in the last 28 days of the session that attacking the equity problem is an enormous risk, but that we need to convince the state that the system is serious. The Chancellor added that the Presidents and he agree with every line of the recommendation.
Regent Seastrand complimented the Southern campuses with what they had done with so little support and that they had been efficient in cutting expenses and that he was prepared to support the proposal. Regent Kirkpatrick stated firmly that the Presidents and the Chancellor did not have a vote and that he felt it was unfair to the Board of Regents to have to vote on this now. He stated his displeasure with this was due to a $3 million omission for teacher education and the depletion of the estate tax. He explained that the teacher education program is a $6 million project and that he wanted the system to obligate $3 million to it. He stated that he felt the teacher education program was more crucial than GBC's 4-year program. Regent Phillips then asked all the institutions if they were in agreement with this plan. The Chancellor answered yes. President Moore reported that he would have $1 million from CCSN with 88% growth funded for the teaching initiative that that he would find the remainder by reallocating. President Harter stated that UNLV had $1.5 million if Dr. Cram matches that amount. Dr. Brian Cram stated that currently there is $2.25 million out of the budget to educate new teachers, which is suppose to go to K-12. He also stated that higher education should be focusing on facilities. He stated that it was not a pledge but that he will work to lobby legislators for the new funding.
Regent Sisolak asked if GBC had 2 or 3 new programs. President Remington reported that GBC had given up a good deal of money in equity and that required a delay in release of 2 programs, but that they would start the elementary education in 1999. Regent Sisolak then asked about the new building coming on line for DRI. President Wells reported yes that it was coming on line and that they were moving in. Regent Sisolak asked why the teacher initiative and UNLV modular buildings were not included. President Wells answered by assuring him that each president agreed to this. It was hard work, but it was decided that that funds would go to the North and South science centers. Regent Sisolak then added that he had a problem with the 1 institution, 1 vote. He stated that one institution has more students that 3 combined. President Crowley stated that the process has always attempted to meet the objections from Presidents.
The meeting recessed at 3:20 pm and reconvened at 3:35 pm with all present.
Eric Easterly a trustee representing the GBC-Elko foundation talked about raising million of dollars for a theater, student center and the Reynolds campus renovations. He states that they had received a $1 million endowment and had raised 1/2 of that as matching funds. He stated that the foundation is embarking on a $1.7 million dormitory campaign for the 4-year programs. He noted that the community supports the college and that their momentum comes from the 4-year program. He said that it is good for the community and the state. He stressed that GBC is a good investment.
Leonard Wilkerson, a student a GBC stated there has been a large response to the 4-year program and that the students are very excited. He explained that the nearest 4-year program was in Salt Lake City, which is 250 miles away. He stressed that there were not many opportunities for residents and transferring to a 4-year program was something that many could afford. He asked the Regents to please support them now.
Rich Barrows a resident of Elko and Foundation member stated that both of his daughters had graduated from UNLV. He stated that the fairness needs to be addressed because of the isolation of GBC. He stated that GBC is 480 miles North of UNLV, 250 miles West of Salt Lake City, and 280 miles East of UNR. He explained that it is an extreme hardship for residents to leave the area in search of a 4year degree and urges the Regents to pass as recommended.
Liza Micheli, Student Body President, GBC asked the Regents to give students like herself (a single parent) a chance to graduate from a 4 year program. She stated the residents of Elko need a 4 year program that has a stabilizing impact in the community due to the gold mines and there turnover. She explained that many people do not have the opportunity to move to obtain their 4-year degree and that it would be a great benefit to the rural residents.
Lea Ellison, student at GBC, stated that she was a 2-year degree graduate from GBC and that without this 4-year program her education will end and that there were no good jobs without a 4-year degree.
Jim Kelly, a member of the GBC Foundation noted that he was a UNR graduate. He explained that he had been a resident for 5 years, and that his single mom daughter had recently relocated to Elko. He said that she works full time and is a student. He stated that this would be her only opportunity for her to attend a college to become a teacher.
Mary Shope a UNLV Alumni of 1974 thanked the Board for considering the equity problem. She asked the Board to not forget about the growth areas (UNLV/CCSN).
Joe Buckley the Chairman of the Advisory Committee of CCSN stated that CCSN is the fastest growing community college in the nation and expects a 79% growth in the student population in the next four years. He stated that CCSN is in 4 counties covering 43 acres. He thanked the Board for studying the equity distribution system. He explained that CCSN was not receiving money for courses that were already in place. He said that a simple solution would be to not change the budget before the Legislature, but to redistribute within the system based on the growth area. He stated that this would address the crisis and to please don't delay and reallocate the money now.
Kandy Aranda a student at CCSN thanked the Board for her Regent Scholarship and thanked them for the opportunity. She stated that CCSN needs the support and hopes everybody will get the opportunities that she has received.
Charles Grammer a student at CCSN stated that the re-entry program had been cut short and that there was a problem with ADA compliance at UNLV and CCSN. He explained that federal mandated programs are lacking funds at the community college levels. He asked the Board to help get people off welfare and get the disabled educated. He stated the Presidents proposal runs short in these programs
Denny White, from the CCSN Foundation stated that the North had always been funded more than the South. He stated that CCSN can not keep up with the growth. He explained that the proposal was good but just a small step forward. He asked the Board to not just address the urban colleges but the rural also. He asked the Board to reallocate hard money today to the South.
Dr. Brian Cram, Clark County School District Superintendent thanked the Board for commissioning the study and so quickly. He explained that the details to be looked at are that the fundamentals are wrong when the most under funded institutions serve most of the students. He requested that existing and new resources be shared equally. He stated that the teacher initiative needed to be considered carefully as it is a major problem for Southern Nevada. He explained that the current budget, economic forum and estate tax need to be reallocated equally. He also stated that the projected growth for CCSN is lower than what they have actually experienced. He asked the Board to not put all the risk on high growth institutions.
Mr. Phillips moved approval of the budget as proposed by the Chancellor and Presidents. Mrs. Gallagher seconded.
Mr. Kirkpatrick moved to amend the Estate Tax Fund by $1.73 million and have it allocated to the teacher initiative. Mr. Sisolak seconded.
Regent Hill stated that we must expedite the matter. Regent Alden stated that the governing board of UCCSN is the Regents and that he supports the friendly amendment. Regent Phillips explained that they had hired the Presidents to this job and that the Regents should not second-guess them. He explained that they should go with the agreed proposal. Regent Seastrand asked if there were any comments from the Presidents. President Crowley stated that Jane Nichols suggested that the Dental Residency program would not go, he asked that notice be provided to residents. Jane Nichols commented that the director and staff that are working have contracts with the University Medical Center to provide services.
Mr. Phillips called for the question to approve the reallocation as presented by the Chancellor and Presidents. Mrs. Gallagher seconded. The motion failed.
Regent Kirkpatrick questioned as to how contracts could be offered prior to availability of the money. Jane Nichols explained that the State of Nevada funded it for 2 years and that it was a continuing program, but now the funding has been moved to the estate tax. Regent Sisolak explained that the Presidents had addressed the issues but the Board of Regents has to make the decisions. He asked if the residency program was at UNR. Jane Nichols answered yes but will move it to UNLV if a dental school is funded. Regent Gallagher asked if there were litigation concerns. General Counsel Ray stated that there could be litigation concerns because of a breach of contracts. He stated that financial hardship would be the best defense. Regent Kirkpatrick questioned if this was all for three individuals. Jane Nichols explained that it was 4 residents, staff, director and a clinic to serve UMC. Regent Sisolak then asked if the teacher initiative money is not realized then it does not happen. Regent Dondero stated that President Moore and President Harter had pledged some support. President Moore stated that he will follow-up with his end of the bargain. President Harter stated she would support up to $1.5 million if Dr. Cram matches.
Mr. Rosenberg called for the question to close debate on the amendment. David Phillips seconded. The motion failed via a roll call vote: Regents Hill, Gallagher, Phillips & Rosenberg voted yes and Regents Alden, Dondero, Kirkpatrick, Seastrand, Sisolak and Wiesner voted no.
Regent Hill leaves the meeting.
Regent Kirkpatrick asked President Harter if there was going to be $1.5 million from UNLV. President Harter responded, yes if Dr. Cram does. The alternate licensure program at UNLV and CCSN is dependent upon stipends. Dr. Cram stated that he has not heard of any other programs under the same restrictions of producing stipends. There is a shortage across the state. President Harter explained that UNLV has made multi million in reallocations to teacher preparation and that they cannot recruit students without the stipends. Regent Rosenberg stated that the salaries for teachers are not great and that they are asking Dr. Cram to assist with recruitment. He explained that it was not just a matter of teaching, but the need to get them into the classroom and retain them in the community. At this time Regent Kirkpatrick stated that he would withdraw his amendment if President Harter and President Moore would guarantee their support to the teacher initiative. President Harter responded as saying that she would support it to every extent possible. Regent Rosenberg expressed that President Harter had doubled the output of teachers, and that President Moore will find the $160 thousand. He requested that the amendment be removed. Regent Kirkpatrick stated that he felt that the GBC program was a very good one, but that the teacher initiative was highly needed.
Mr. Kirkpatrick moved for the removal of his amendment.
Regent Dondero expressed that this was very important to the community and that the Board needed to get started and move along with the president's recommendations.
Mr. Sisolak seconded the motion to remove the amendment. The motion carried.
Regent Sisolak asked for a clear understanding of soft money versus the hard money. He questioned whether Buckley's proposition could be implemented. Tom Anderes explained that the Board could make any proposal to the Legislature but that it would involve a longer involvement of the estate tax. Chancellor Jarvis explained that the Board could make their intentions known to the Legislature, but that it was too late to have done by Friday but that it was very possible for future budgets. President Moore stated that as the proposal stands the community colleges in the North are fully funded with CCSN being funded at 88%. He explained that he agreed to this but that the foundation did not agree with this. Chancellor Jarvis explained that the Presidents need time to consider the ramifications of this radical shift in the budget preparation. He explained that it sounds reasonable but that all areas need business officer input. Regent Sisolak questioned if the resolution to share the shortfall equally would help. Chancellor Jarvis responded that he could respond to the Foundations suggestion of equal sharing, but that he wanted the business officers to respond. Regent Seastrand asked to revisit the effect if the $8 million soft money doesn't happened. He asked who then shares the burden. The Chancellor explained that the $8 million would be applied to the growth of the 9-7-1 plan. If the money does not materialize then the enrollments would need to be reset and a new plan brought back to the Regents and then presented to the IFC. Dr. Cram stated that if the Legislature does not fund then the institutions that suffer would be those who were under-funded in the first place. He asked why couldn't the hard money and the risk be shared equally. Regent Phillips questioned the Presidents as to if they all stilled agreed. The Presidents responded yes.
Mr. Phillips moved for approval of the reallocations as presented. Mr. Rosenberg seconded.
The motion to close debate failed via a roll call vote: Regents Phillips and Rosenberg voting yes and Regents Alden, Dondero, Gallagher, Kirkpatrick Seastrand, Sisolak and Wiesner voting no.
Regent Sisolak asked how much of the MGT recommended equity would each institution receive. Chancellor Jarvis stated that each institution would see 36% of the equity.
The motion carried by a unanimous vote to approve the reallocations as presented by the Chancellor and the Council of Presidents.
Regent Kirkpatrick stated that he had the utmost confidence in the Presidents and that they had dealt with over $100 million of allocations in a 5-6 hour period. He requested that they receive the information earlier, and felt that it was very unfair for the Regents to make decisions on that amount of money so quickly. Regent Seastrand directed the Chancellor to work on a fair and equitable solution.
3. New Business-Tom Anderes stated that he had worked on the space analysis which the Board had requested and will contact the members for feedback.
The meeting adjourned at 4:50 pm.
Mary Lou Moser
Secretary of the Board