Open Meeting
Present
- Curator Angela M. Bennett, J.D.
- Curator Marion H. Cairns
- Curator Mary L. James
- Curator M. Sean McGinnis
- Curator Anne C. Ream, O.D.
- Curator Connie Hager Silverstein, by phone
- Curator Cheryl D.S. Walker, by phone
- Curator Don Walsworth
- Shawn F. Gebhardt, Student Representative to the Board of Curators
- Regent Rita B. Hanks
- Regent Lydia Hurst
- Regent James D. Johnson
- Regent Juan Rangel
- Regent Don Schneider
- Regent Rollie Stadlman
- Regent Doug Sutton
- Paul Klute, Student Regent
Also Present
- Dr. Elson S. Floyd, President, University of Missouri System
- Dr. Dean Hubbard, President, Northwest Missouri State University
- Kathleen M. Miller, Secretary to the Board of Curators
- Claudia E. Beacom, Secretary to the Board of Regents and Assistant to the President
- Ralph H. Caruso, Jr., Vice President for Information Systems
- Dr. Thomas F. George, Chancellor, University of Missouri-St. Louis
- Nancie Hawke, Counsel, Office of the General Counsel, UM
- R. Kenneth Hutchinson, Vice President for Finance and Administration
- Stephen C. Knorr, Vice President for Government Relations
- Natalie “Nikki” Krawitz, Vice President for Finance and Administration
- Dr. Stephen W. Lehmkuhle, Vice President for Academic Affairs
- Dr. Ronald J. Turner, Executive Vice President
- David R. Russell, Director, University Relations
- C. Taylor Barnes, Northwest Missouri State University Provost
- Robert Boerigter, Northwest Missouri State University Athletic Director
- Lance Burchett, Northwest Missouri State University Vice President, University Advancement
- Raymond Courter, Northwest Missouri State University Vice President, Finance and Support Services
- Angel Harris-Lewis, Northwest Missouri State University Special Assistant to the President
- Kent Porterfield, Northwest Missouri State University Vice President, Student Affairs
- Jon Rickman, Northwest Missouri State University Vice President, Information Systems
- Mary Throener, Northwest Missouri State University Director of Human Resources
The University of Missouri Board of Curators met in a joint board meeting with the Northwest Missouri State University Board of Regents on Friday, February 13, 2004 at 1:00 P.M., in the Ballroom of the J.W. Jones Student Union on the campus of Northwest Missouri State University, and at remote locations via conference phone, pursuant to public notice given of said open meeting. Curator James, President of the Board of Curators and Regent Jim Johnson, President of the Northwest Board of Regents presided over the meeting.
The open meeting was called to order at 1:05 P.M., by Regent Johnson.
Brief remarks were made by Regent Jim Johnson, Curator Mary James, President Dean Hubbard and President Elson Floyd.
Exhibit A: Memorandum of Understanding, as follows, was signed by Regent Johnson, Curator James, President Hubbard, President Floyd and certified by Secretary Beacom and Secretary Miller.
Exhibit A
Memorandum of Understanding
This Memorandum of Understanding is made and entered into this 13 th day of February, 2004, by and between The Curators of the University of Missouri, a public corporation, on behalf of The University of Missouri System, hereinafter referred to as “UM System” and The Board of Regents of Northwest Missouri State University, a public institution of higher education, located in Maryville, Missouri, hereinafter referred to as “Northwest.”
Witnesseth:
WHEREAS, Northwest is interested in becoming a part of the University of Missouri System by becoming a separate and distinct campus of the UM System and the UM System is desirous of pursuing the transfer and merger of Northwest into the University of Missouri System; and
WHEREAS, Northwest is a learning-centered community of scholars offering baccalaureate, masters, educational specialist, and a cooperative doctoral program with the University of Missouri System; and
WHEREAS, Northwest is a leader and initiator of cooperative efforts, and seeks to expand and improve access to learning and to promote research designed to address regional, state, and national issues through close collaboration with other campuses within the UM System; and
WHEREAS, the UM System and Northwest acknowledge the appropriateness and necessity of entering into a Memorandum of Understanding covering general points of interest and concern with respect to any transfer and merger, and also acknowledge the necessity of obtaining the necessary legislative approval and consent for the transfer of Northwest to the UM System:
NOW THEREFORE, the UM System and Northwest are desirous of setting forth the manner within which they intend to continue to pursue the transfer and merger of Northwest into the UM System. The parties agree as follows:
- UM System agrees that pursuant to the request of Northwest, and with support of the legislature, the Northwest campus will be named The University of Missouri-Northwest.
- The UM System, through the President, will appoint a Chancellor as the Chief Executive and Academic Officer of the University of Missouri-Northwest campus. All University of Missouri-Northwest employees shall report to the Chancellor, except as may be otherwise determined by the President in consultation with the Chancellor. In turn, the Chancellor will report to the President of the UM System.
- The base appropriation for Northwest provided by the State of Missouri in effect at the time of the transfer and merger will be transferred to the UM System and in turn allocated to Northwest by UM System. Realizing that there cannot be any guarantees of future funding levels, the UM System will, however, assure that the Northwest campus will not have an arbitrary reduction in funding. All changes in future funding levels will be defined and applied system wide according to a model that distributes resources impartially and equitably as such model is approved from time to time by the governing board of the UM System in order to accomplish the overall educational mission of the University of Missouri.
- UM System and Northwest acknowledge that there will be ongoing expenses incurred by each in the discussions and negotiations concerning the terms and conditions of a transfer and merger and each shall bear its own expenses, provided that each shall assist and cooperate with the other in keeping the expenses as low as reasonably possible.
- Student enrollment at Northwest, including tuition, admission standards that achieve levels of student success, and other terms and conditions for attendance shall be in accordance with policies, rules and regulations of the UM System. Tuition for enrollment at Northwest will not be automatically raised to equal that charged for attendance at other campuses in the UM System.
- As a part of the UM System, Northwest shall offer targeted and selective doctoral programs on the same basis and under the same conditions and requirements as other campuses of the UM System and in accordance with requirements established by the governing board of the UM System. Northwest, either individually or collaboratively with other campuses, will pursue delivery of doctoral programs in areas such as quality management, fuel science, geographic information sciences, recreation, and a collaborative doctorate in business built on the model currently used in education.
- The UM System will review and shall not unreasonably refuse to adopt and provide for the execution of the current Residence Hall Master Plan in existence at Northwest. Should the Residence Hall Master Plan be modified, altered or abandoned in the future, it shall not be solely as a result of the merger.
- Northwest represents that all contracts in effect on the date this Memorandum of Understanding were entered into in accordance with the rules and regulations of the institution and its governing board and are deemed to be legally enforceable by and against the institution and UM System agrees to honor all such contracts, provided no contracts will be extended or new ones entered into after the date of this agreement without consultation with UM System. Contracts under this paragraph shall be deemed to be contracts for supplies, materials, equipment, construction, maintenance, and services.
- The Board of Regents of Northwest Missouri State University at the time of merger shall become a Board of Trustees, each member respectively for the period of time remaining on his or her respective appointment to the Board of Regents, and serve in an advisory capacity to the Chancellor of the University of Missouri-Northwest and the President of the UM System. The length of the terms of service of members of the Board of Trustees (after the initial term specified above) and the appointment of the Board of Trustees shall be as recommended by the Chancellor and approved by the President and governing board of the UM System.
- All Northwest employees at the time of the merger who are deemed eligible by the UM System will be given the opportunity to either transfer to the UM System retirement plan, or to remain with MOSERS. Such option must be exercised by a given employee within ninety (90) days of the date of the merger. The transfer of an employee to the UM System retirement plan shall be dependent upon the University receiving the present day value of the future retirement benefit of the individual with MOSERS and the transfer to the UM System retirement plan shall be contingent upon the receipt of such account. Any employee remaining with MOSERS will not receive the subsidized post retirement health benefits of the UM System. However, the UM System with Northwest, is committed to exploring options to provide non-employer subsidized post-retirement health care benefits for employees in this category.
- The power and authority to name or rename any facilities, scholarships, chairs, and other naming opportunities associated with the Northwest campus shall be in accordance with the applicable rules and regulations of the UM System as those rules and regulations apply to all campuses. The UM System will endeavor to honor the traditions and history of Northwest in carrying out the naming and renaming opportunities under this paragraph.
- The UM System acknowledges that the Northwest Foundation, Inc. is and has been extremely active and helpful to Northwest in fundraising and development activities. UM System agrees that it will continue to cooperate with the Northwest Foundation, Inc. on fundraising and development activities of the Northwest campus. The UM System acknowledges that the Northwest Foundation, Inc. is a legal entity separate from Northwest and that following the merger of UM System and Northwest, it will retain all funds in its possession, for the benefit of Northwest, and will continue to administer funds that come into its possession in the future, including any funds that are specifically directed by the donor to be managed by the Northwest Foundation, Inc., for the benefit of Northwest. It is understood that UM System and Northwest, as a campus of the University of Missouri System, may direct and handle fundraising, development, or related investment activities separate from the Northwest Foundation, Inc.
- It is generally understood between UM System and Northwest that all employees of Northwest, meaning all faculty, staff and administration, will become employees of the Northwest campus of the UM System and the employment of such individuals shall be pursuant to the personnel policies, rules and regulations of the UM System. UM System agrees that it will honor all currently existing employment contracts following the effective date of the merger, provided that UM System will make reasonable efforts to accommodate longer term agreements, if any. The foregoing includes the acknowledgement of tenure rights and rank of faculty members currently employed as tenured faculty at Northwest. Following the date of merger, the tenure rights and terms and conditions of employment of faculty subsequently eligible for tenure shall be as prescribed by UM System rules and regulations. It is understood, however, that Northwest will retain its current mission that focuses on teaching as a primary factor for awarding promotion and tenure.
- UM System and Northwest acknowledge the concern of Northwest that the campus be continued as an ongoing and operational university and to this end UM System acknowledges its obligations and responsibilities under Section 172.020 RSMo. which requires approval by concurrent resolution of the General Assembly and signature of the Governor prior to the disposal or disposition of land contained within a campus and that the UM System will adhere at all times to such legal requirements.
- UM System and Northwest do acknowledge that this Memorandum of Understanding establishes a general framework. It sets forth the general intent of each party with respect to the future transfer and merger of Northwest into the UM System. The transfer and merger is conditioned upon the approval of the state legislature and Governor of the State of Missouri. The transfer and merger will be governed and determined by the terms and conditions that are set forth in any legislative action that approves the transfer and merger. At any time prior to the Missouri General Assembly and the Governor approving the proposed merger, the governing board of either institution may exercise its option to void this agreement by written notice, and the parties shall be deemed released from any future obligations.
This Memorandum of Understanding is entered into on the day and year first above written by the President of the UM System and the President of Northwest as evidence of the commitment of each to continue to pursue the transfer and merger of Northwest into the UM System.
Secretary Miller read the Joint Resolution to be considered by the Boards. A brief discussion period followed.
Upon the recommendation of President Hubbard of Northwest Missouri State University, it was moved by Regent Hanks, and seconded by Regent Rangel that the following Joint Resolution be approved by the Board of Regents of Northwest Missouri State University:
And upon the recommendation of President Floyd of the University of Missouri it was moved by Curator Bennett, and seconded by Curator Cairns, that the Joint Resolution be approved by the Board of Curators of the University of Missouri, and with separate roll call votes of the respective governing boards the following Joint Resolution be approved:
Joint Resolution
This Joint Resolution, entered into this 13 th day of February, 2004, by and between the Board of Regents of Northwest Missouri State University (hereinafter “Northwest”), and the Board of Curators of the University of Missouri (hereinafter “UM System”);
Witnesseth:
WHEREAS, for nearly 100 years, Northwest has provided exceptional educational opportunities to the people of Missouri, the nation and the world; and
WHEREAS, Northwest will continue to be a student-centered community of scholars and an internationally recognized innovator in improving higher education; and
WHEREAS, Northwest is recognized for its leadership in the use of technology, applying quality principles to education and in forming collaborative partnerships with the UM System; and
WHEREAS, the northwest region of Missouri has experienced declining population, changing educational needs, and increased competition for limited state resources, thereby presenting new challenges for the economy and higher education in that region; and
WHEREAS, UM System, as a part of its mission to serve the growing education needs of the state, was receptive to the idea that a new relationship with Northwest should be carefully considered for the benefit of higher education in this state as a whole; and
WHEREAS, Northwest and UM System entered into discussions and agreed that many benefits could be derived from the merger of Northwest with the UM System and that such a merger would be in the best interest of both universities as well as for the advancement of higher education in this state; and
WHEREAS, Northwest and UM System agreed that they would author a Memorandum of Understanding setting forth the general parameters of their agreement to continue to pursue the transfer and merger of Northwest into the UM System; and
WHEREAS, Northwest and UM System thereafter authored a Memorandum of Understanding, attached hereto as “Exhibit A” and incorporated herein, which sets forth general points of interest and concern with respect to any transfer and merger, and through which they acknowledge the necessity of obtaining gubernatorial consent and legislative approval for the transfer of Northwest to the UM System; and
WHEREAS, the governing boards of Northwest and UM System have approved the above-referenced Memorandum of Understanding:
NOW THEREFORE, BE IT RESOLVED, that Northwest and UM System shall transmit a copy of the Memorandum of Understanding and this Joint Resolution to the Governor and the General Assembly of the State of Missouri, for the purpose of providing them with the points of general interest and concern that have been agreed upon by Northwest and UM System; and
BE IT FURTHER RESOLVED, that Northwest and UM System now seek the guidance and action of the Governor and the General Assembly of the State of Missouri to assist them with their mutually expressed desire to have Northwest transferred and merged with the University of Missouri System, to become a separate and distinct campus of the UM System and to be known as “University of Missouri-Northwest.”
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed on the day and year set forth above.
BE IT FURTHER RESOLVED, by the foregoing governing boards that the Joint Resolution be transmitted to the Governor and the General Assembly of the State of Missouri to convey the requests of the governing boards of Northwest Missouri State University and the University of Missouri System, for consent and approval of the transfer and merger requested in this Joint Resolution.
Roll call votes were taken with the following results:
- Regent Daniel was absent from the meeting.
- Regent Hanks voted yes.
- Regent Hurst voted no.
- Regent Johnson voted yes.
- Regent Rangel voted yes.
- Regent Schneider voted yes.
- Regent Stadlman voted yes.
- Regent Sutton voted yes.
The motion carried by a vote of six to one in favor.
- Curator Atkins was absent from the meeting.
- Curator Bennett voted yes.
- Curator Cairns voted yes.
- Curator James voted yes.
- Curator McGinnis voted yes.
- Curator Ream voted yes.
- Curator Silverstein voted yes.
- Curator Walker voted yes.
- Curator Walsworth voted yes.
The motion carried unanimously.
The joint resolution was signed by Regent Johnson and Curator James and certified by Secretary Beacom and Secretary Miller.
There being no further business for consideration by the Board of Regents and the Board of Curators, the meeting was adjourned at 2:00 P.M., on Friday, February 13, 2004.
Approved by the Board of Curators,
April 1, 2004.
Kathleen M. Miller, Secretary
University of Missouri Board of Curators
Reviewed 2019-08-05