2.2 Governing Board

Core Requirement 2.2: Governing Board

The institution has a governing board of at least five members that is the legal body with specific authority over the institution. The board is an active policy-making body for the institution and is ultimately responsible for ensuring that the financial resources of the institution are adequate to provide a sound educational program. The board is not controlled by a minority of board members or by organizations or interests separate from it. Both the presiding officer and a majority of other voting members of the campus board are free of any contractual, employment, or personal or familial financial interest in the institution.

Compliance Partial Compliance Non-compliance

NARRATIVE

Florida Constitution, Article IX (7), established the Florida State University System (SUS) governed by the Florida Board of Governors (BOG) with a board of trustees to administer each public university within the SUS. The BOG’s responsibilities include defining the distinctive mission of each constituent university and its articulation with free public schools and community colleges, ensuring the well-planned coordination and operation of the system, and avoiding wasteful duplication of facilities or programs. The governor appoints fourteen (14) members, who are confirmed by the Florida Senate and serve seven (7) years. Additional members are the Florida Commissioner of Education, the chair of the Advisory Council of Faculty Senates, and the president of the Florida student association. 

USF System Governance Policy

The University of South Florida Board of Trustees (BOT) is the public body created in Article IX (7c) of the Constitution of the State of Florida and empowered by Florida Statute 1001.73 to administer the University of South Florida, a system comprised of three regionally accredited institutions: USF in Tampa, USF St. Petersburg, and USF Sarasota-Manatee. According to the Governance Policy for the USF System, the USF Board of Trustees is the public-body corporate that governs the USF System. The USF Board of Trustees is responsible for cost-effective policy decisions appropriate to the system mission and the implementation and maintenance of high-quality education programs within the laws and rules of the State of Florida.

USF Sarasota-Manatee Campus Board

In 2001, the Florida Legislature through Florida Statute 1004.34 established that USF Sarasota-Manatee “be operated and maintained as a separate organizational and budget entity of the University of South Florida and that all legislative appropriations” for this campus “be set forth as separate line items in the annual General Appropriations Act.” The Statute further states that USF Sarasota-Manatee will have a Campus Board, appointed by the USF BOT (Florida Statute 1004.34(2)) in consultation with the USF System President and Campus CEO (Regional Chancellor). Under the law, the powers and duties of the Campus Board are the following:

  • Review and approve an annual legislative budget request,
  • Approve and submit an annual operating plan and budget for review and consultation by the BOT,
  • Enter into central support services contracts with the BOT for any services that USF Sarasota-Manatee cannot provide more economically, and
  • Other powers and duties delegated by the BOT.

The USF Sarasota-Manatee Campus Board is comprised of five (5) members: two (2) residents of Sarasota County, and three (3) residents of Manatee County. If a resident of Sarasota or Manatee County is appointed to the USF Board of Trustees, then that member serves jointly as a member of the USF Sarasota-Manatee Campus Board (Florida Statute 1004.34(2)); Campus Board Operating Procedures, Article I(B). Operating Procedures of the Board of Trustees and the Sarasota-Manatee Campus Board).

University of South Florida Sarasota-Manatee Campus Board

Name & Address Place of Employment Contractual, Employment, or Personal or Familial Financial Interest in the Institution  Year Term Expires Group or Person
That Appointed the Board Member
Byron E. Shinn, Chair
6012 Shore Acres Dr.
Bradenton, FL 34209
Resident of Manatee County
President & Managing Partner, Shinn & Company, L.L.C. No 2020 Florida Governor/USF Board of Trustees
Richard Smith, Vice Chair
404 64th St Ct NW Bradenton, FL 34209
Resident of Manatee County
Managing Partner, Christopher, Smith, Leonard, Bristow & Stanell, P.A. No  2016 USF Board of Trustees
David Eckel
50 Central Ave, Unit 1008 Sarasota, FL 34236
Resident of Sarasota County
President & Broker/Owner,
Wagner Realty
No 2017 USF Board of Trustees
Dr. Teresa Rawe
703 65th St Ct NW             Bradenton, FL 34209       Resident of Manatee County
Medical Director, Emergency Department, Manatee Memorial Hospital at Lakewood Ranch Medical Center No  2017 USF Board of Trustees
Anne L. Weintraub
1800 2nd St., STE 882
Sarasota, FL 34236           Resident of Sarasota County
Founder, Anne Weintraub, PA No 2017 USF Board of Trustees

USF Board of Trustees

Florida Constitution Article IX (7c) establishes the composition of the University of South Florida (USF) Board of Trustees (BOT), making it the legal body corporate (Florida Statute 1001.72, Florida Statute 1001.73). Pursuant to constitutional requirements, Florida Statute 1001.71 states that the USF BOT is comprised of thirteen (13) trustees. Florida’s Governor appoints six (6), and the Florida Board of Governors (BOG) appoints five (5). The Florida Senate confirms these eleven (11) trustee appointments. The President of the USF System Faculty Council and the President of the USF System Student Advisory Council hold the remaining two (2) trustee positions as ex-officio voting members. All trustees serve without compensation but may be reimbursed for travel and per diem expenses (Florida Statute 1001.71(2)). At the first regular BOT meeting after July 1, the appointed BOT members select the presiding officer for a two-year term, with the opportunity for a second term (BOT Operating Procedures, Article I(C)).

University of South Florida Board of Trustees

Name and Address of Board Member  Employment Contractual, Employment, or Personal or Familial Financial Interest in the Institution Year Term Expires Group or Person
That Appointed the Board Member
Harold W. Mullis, Esq., Chair
Trenam Kemker
101 E. Kennedy Blvd., #2700 Tampa, FL 33602
President, Trenam Kemker  None 2020 Florida Board of Governors
Brian D. Lamb
Vice Chair
Fifth Third Bank
Tampa
201 E. Kennedy Blvd., Ste. 102
Tampa, FL  33602
Market President, Fifth Third Bank  None 2020 Florida Board of Governors
Jozef Gherman
USF St. Petersburg
140 7th Ave. South
St. Petersburg, FL 33701
President, USF System Student Advisory Council Student, USF St. Petersburg 2016 USF System Student Advisory Council
Stephanie E. Goforth
Northern Trust Bank
100 2nd Ave. S.
St Petersburg, FL 33701
President, West Florida Region for Northern Trust Bank  None 2016 Florida Board of Governors
Scott L. Hopes
CliniLinc
13250 S.W. 128th St., Ste. 108
Miami, FL 33186
Chairman & CEO, CliniLinc  None 2018 Governor of the State of Florida
Stanley I. Levy
Grant Thornton LLP
101 E. Kennedy Blvd.
Tampa, FL 33602
Managing Director, Levy Advisors, LLC None 2018 Florida Board of Governors
Stephen J. Mitchell, Esq.
Squire Sanders
201 One Tampa City Center, #2100
Tampa, FL 33602
Partner, Squire Sanders None 2016 Governor of the State of Florida
John B. Ramil
TECO Energy, Inc.
702 N. Franklin St.
Tampa, FL 33602
President and Chief Executive Officer, TECO Energy  None 2016 Governor of the State of Florida
Debbie N. Sembler
Sembler Construction
Corporate Headquarters
5858 Central Ave.
St. Petersburg, FL 33707
Former Marketing Executive None 2016 Governor of the State of Florida
Byron E. Shinn
6012 Shore Acres Dr.
Bradenton, FL 34209
President & Managing Partner, Shinn & Company, LLC None 2020 Governor of the State of Florida
Dr. Gregory B. Teague
University of South Florida
4202 E. Fowler Ave. Tampa, FL 33620
President, USF System Faculty Council Faculty, USF 2017 USF System Faculty Council
Nancy H. Watkins
Robert Watkins & Co.
610 S. Blvd, #100
Tampa, FL 33606
Certified Public Accountant, Robert Watkins & Co. None 2016 Florida Board of Governors
Jordan B. Zimmerman
Zimmerman Advertising
2200 W. Commercial Blvd.
Ft. Lauderdale, FL 33309
Founder and Chairman,
Zimmerman Advertising
 None 2020 Governor of the State of Florida

Policymaking and Adequacy of Financial Resources

The BOT is responsible for making cost-effective policy decisions appropriate to the University mission (BOT Operating Procedures, Article I(D)). BOT powers include (a) developing the university’s strategic plan; (b) submitting an annual institutional budget request; (c) accounting for expenditures of all local, state, federal, and other funds; and (d) maintaining an effective information system to provide accurate, timely, and cost-effective information (BOG Regulation 1.001(3)).

The BOT ensures that financial resources support the educational programs consistent with its legislative budget request. Similarly, the BOT determines tuition policy and approves student fees (BOT Agenda, March 2013, pp. 2-3; BOT Meeting Minutes, March 2013, pp. 3-4). Note that the USF System has not raised tuition or student fees since 2013. The BOT also reviews and approves the University’s operating budget as required by BOG Regulation 9.007(1) (BOT Agenda Item June 2015BOT Minutes June 2015).

USF Sarasota-Manatee Campus Board Operating Procedures Article II(K) contains the areas of authority of the Campus Board, including the authority to (1) review and approve an annual campus legislative budget request (Campus Board Minutes, Campus Board Minutes, November 2014, Legislative Priorities), (2) approve and submit an annual operating plan and budget to the BOT (Campus Board Minutes, Campus Board Minutes, November 2014, Budget), (3) enter into more economical, central support services contracts with the BOT (no new contracts entered into since last accreditation visit), (4) consult with the USF System President and Regional Chancellor to develop a strategic plan (Campus Board Minutes, Campus Board Minutes, January 2015; Campus Board Minutes April 2015), (5) review enrollment patterns (Campus Board Minutes September 2013), and (6) exercise other powers delegated by the BOT to provide for the efficient operation and improvement of the campus (Note that no additional powers have been delegated beyond the five above).

Control of Boards

The BOT Operating Procedures, Article II(F) and the Campus Board Operating Procedures Article II(F) establish that a majority of the members must be present to constitute a quorum for the transaction of business. The whole body and its subparts act upon a majority vote on all matters coming before them after full consideration. The bylaws also provide that, with a limited exception regarding the student and faculty representatives, no trustee may serve on any other university-related board in order to prevent actual or potential conflicts of interest. Members act with authority only as a collective entity. The BOT and the Campus Board are subject to public records and open meetings requirements, and all official acts occur at public meetings (BOG Regulation 1.001(2h)).

Oversight Provided

The USF BOT provides overall oversight for the USF System. The Finance and Audit Workgroup is responsible for financial oversight and reviews the System’s finances and internal controls (Also see BOT Workgroups). Reports that are reviewed/approved by the Finance and Audit Workgroup include, but are not limited to, the annual Operating Budget and Fixed Capital Outlay Budget (BOT Minutes June 2015, Capital Outlay Budget); the request to approve tuition and fee increases for the new fiscal year; and quarterly financial statements that provide comparisons of activities for this year versus last year in order to provide a clear understanding of the University’s financial condition (e.g., Quarterly Financial ReportsMid-Year Forecasts). In addition, the University provides preliminary and final audited financial statements (Financial Statements, BOT), which show the University’s financial position and financial activity for the entire year. These reports allow the BOT to exercise its fiduciary responsibilities, manage risk, and control funds.

Prior to financial approval by the BOT, the USF Sarasota-Manatee Campus Board reviews new fees ( Campus Board Minutes, September 2012; Campus Board Minutes, February 2012) and the USF Sarasota-Manatee annual budget (Campus Board Minutes, November 2014).

Board Conflict of Interest

BOT Operating Procedures Article VII, Code of Ethics, requires Trustees to be free of any contractual, employment, or personal or familial financial interest in the institution. Trustee members of the BOT and members of the Campus Board are part of the executive branch of state government (Florida Statute 1001.71(3)) and are subject to the Code of Ethics for Public Officers and Employees in Part III of Chapter 112, Florida Statutes, which states in part that

no officer or employee of a state agency or of a county, city, or other political subdivision of the state, and no member of the Legislature or legislative employee shall have any interest, financial or otherwise, direct or indirect; engage in any business transaction or professional activity; or incur any obligation of any nature which is in substantial conflict with the proper discharge of his or her duties in the public interest. . . . [T]here is enacted a code of ethics setting forth standards of conduct required of state, county, and city officers and employees, and of officers and employees of other political subdivisions of the state, in the performance of their official duties. . . . [T]his code shall serve not only as a guide for the official conduct of public servants in this state, but also as a basis for discipline of those who violate the provisions of this part (Florida Statute 112.311(5)).

Trustees and Campus Board members, including the Chairs, and their immediate relatives may not have or hold any employment or contractual relationship with any business entity or agency that is doing business with the BOT or the USF System unless the contractual relationship falls within the enumerated exemptions from the statutory prescription. Trustees and Campus Board members may not have any employment or contractual relationship that will create frequently recurring conflict between their private interests and the performance of their public duties or that would impede the full and faithful discharge of their public duties (Florida Statute 112.313(7a,1,2).

As state officers, Trustees and Campus Board members are prohibited from acting in their official capacity to either directly or indirectly purchase, rent, or lease any realty, goods, or services for the Board or USF System from any business entity in which the Trustees Campus Board members and or their spouses or children are officers, partners, directors or proprietors, or in which the trustees or their spouses have a material interest. Nor may Trustees and Campus Board members, acting in a private capacity, rent, lease, or sell any realty, goods or services to the Board or USF System (Florida Statute 112.313(3)). The code also governs the solicitation and acceptance of gifts and requires the members of the BOT and the Campus Board to file an annual disclosure form with the State of Florida Commission on Ethics pertaining to their economic interests and liabilities (Statement of Financial Interests). Each BOT and Campus Board member also must disclose the nature of the member’s interest when voting on a measure that would inure to the member’s special private gain or loss.

Voting conflicts must be disclosed under Florida law. Specifically, BOT and Campus Board members must disclose the nature of their interest in a matter if it would result in special gain or loss to the member, to any principal or employer who retains the member, to a relative, or to a business associate (Florida Statute 112.3143(2a))

In addition, on September 6, 2007, at a regular meeting, the BOT approved a Code of Conduct for Financial Functions, applicable to the Board, Campus Board, and USF System employees reaffirming its deeply rooted commitment to:

  • honest conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • full, fair, accurate, timely and understandable disclosure in financial reporting;
  • compliance with applicable University, state, and federal laws, rules, and regulations; and
  • prompt reporting for violations of the Code to the Office of Audit and Compliance.

Campus Board Operating Procedures Article VII, Code of Ethics, further details the obligations of Campus Board members and the procedures to be followed if a conflict of interest should arise. The USF Sarasota-Manatee Campus Board members are not employees of USF Sarasota-Manatee; are not compensated for their service to the Board; and have no personal, familial, or financial interest in USF Sarasota-Manatee or the USF System.  The Regional Chancellor does a review of affiliations prior to and during their service on the Campus Board.

Meeting Minutes

The BOT meets quarterly and by conference call on an as-needed basis. Minutes of all meetings are recorded and posted on the BOT’s Webpage. The minutes demonstrate that the USF Board of Trustees is an active policy-making board and that it is responsible for providing oversight of the financial resources of the institution that support the educational programs, including budget approval as noted below.

USF Board of Trustees Meeting Minutes

2015    2014 2013
6/4/2015  12/4/2014  12/5/2013
3/9/2015  11/26/2014  11/22/2013
3/5/2015  10/10/2014  10/23/2013
2/17/2015  9/4/2014  9/4/2013
 8/4/2014  8/15/2013
 6/23/2014  6/17/2013
 6/5/2014  6/6/2013
 4/21/2014  3/21/2013
 3/6/2014
 1/21/2014

The USF Sarasota-Manatee Campus Board meets at least four (4) times annually. Notices of all regularly-scheduled meetings are published at least seven (7) days in advance in a newspaper of general circulation, on the Campus Board Webpage, and on the USF System-wide list-serve. All persons who have requested notices receive them in the mail. In instances of emergency meetings, the Board’s Corporate Secretary posts a notice on the USF Sarasota-Manatee website and the USF list-serve. Meetings are typically held at USF Sarasota-Manatee and conducted in locations accessible to all individuals. The Corporate Secretary records minutes of all meetings and posts them on the USF Sarasota-Manatee Campus Board website. The minutes demonstrate that the board is an active policy-making board responsible for providing oversight of the financial resources of the institution, including approval of adequate budgets that provide a sound educational program.

USF Sarasota-Manatee Campus Board Minutes

2015 2014 2013
6/5/2015 11/7/2014 9/19/2013
4/10/2015 6/13/2014 6/21/2013
1/29/2015 1/30/2014 2/5/2013

SUPPORTING DOCUMENTATION AND EVIDENCE