Minutes of Meetings of the Board of Trustees of the State University of New York May 3 and 4, 2016 (Subject to Correction)

Minutes of Meetings of the Board of Trustees of the State University of New York May 3 and 4, 2016 (Subject to Correction) The Board of Trustees of the State University of New York met on May 3 and 4, 2016 at Westchester Community College, Valhalla, New York, pursuant to a notice sent by the Office of the Secretary of the University on April 15, 2016. May 3, 2016 3:30 p.m. Trustees Present: Chairman McCall, Mr. Corngold, Dr. Dullea, Dr. Ehrenberg (via video, Ithaca), Dr. Fatta, Dr. Knuepfer, Mrs. Lewin, Dr. Lichtman, Mr. Mastro, Mr. Spielvogel, Mr. Staller and Ms. Tamrowski. Trustees Absent: Mr. Belluck, Mr. Brown, Mr. Litow, Mr. Socarides and Mr. Waldman. Others Present: Chancellor Zimpher, Dr. Bringsjord, Dr. Cartwright, Ms. Duncan-Poitier Mr. Haelen, Ms. Hengsterman, Ms. Labate, Ms. LoTurco, Ms. McLoughlin, Mr. Pierre-Louis and Mr. Porter. 1. CONVENING OF PUBLIC MEETING Chairman McCall convened the Public Meeting at 3:30 p.m., which was held at Westchester Community College, Valhalla, New York. It was noted there were twelve members participating, including two non-voting members in person, and one Trustee via video from Buffalo. Chairman McCall declared a quorum and called for an Executive Session to discuss individual personnel matters and the receipt of legal advice. 2. CONVENING OF EXECUTIVE SESSION At 3:32 p.m., Chairman McCall called for an Executive Session under provisions of Section 105 of Article 7 of the Public Officers Law, as follows: (1) discussing matters relating to the appointment and employment of particular persons, 1 P age Board of Trustees Minutes

In addition, during this time the Board may seek and receive legal advice from the University s General Counsel, which attorney-client communications are exempt from the Open Meetings Law pursuant to Section 108 of Article 7 of the Public Officers Law. Upon motion of Mr. Staller, seconded by Mr. Spielvogel, it was unanimously agreed to convene an Executive Session for the purposes specified by Chairman McCall. Chairman McCall recessed the Executive Session at 5:38 p.m. No action was taken in Executive Session by formal vote. May 4, 2016 8:35 a.m. Trustees Present: Chairman McCall, Mr. Corngold, Dr. Dullea, Dr. Ehrenberg (via video, Ithaca), Dr. Fatta, Dr. Knuepfer, Mrs. Lewin, Dr. Lichtman, Mr. Mastro, Mr. Spielvogel, Mr. Staller and Ms. Tamrowski. Trustees Absent: Mr. Belluck, Mr. Brown, Mr. Litow, Mr. Socarides and Mr. Waldman. Others Present: Chancellor Zimpher, Dr. Bringsjord, Dr. Cartwright, Ms. Duncan-Poitier, Mr. Haelen, Ms. Hengsterman, Ms. Labate, Ms. LoTurco, Ms. McLoughlin, Mr. Pierre-Louis and Mr. Porter. 1. CONVENING OF PUBLIC MEETING Chairman McCall convened the Public Meeting at 8:35 a.m., which was held at Westchester Community College, Valhalla, New York. It was noted there were twelve members participating, including two non-voting members in person, and one Trustee via video from Buffalo. Chairman McCall declared a quorum and called for an Executive Session to discuss individual personnel matters and the receipt of legal advice. 2. CONVENING OF EXECUTIVE SESSION At 8:37 a.m., Chairman McCall called for an Executive Session under provisions of Section 105 of Article 7 of the Public Officers Law, as follows: 2 P age Board of Trustees Minutes

particular persons, (2) discussing matters relating to the appointment and employment of In addition, during this time the Board may seek and receive legal advice from the University s General Counsel, which attorney-client communications are exempt from the Open Meetings Law pursuant to Section 108 of Article 7 of the Public Officers Law. Upon motion of Mr. Staller, seconded by Dr. Lichtman, it was unanimously agreed to convene an Executive Session for the purposes specified by Chairman McCall. Chairman McCall recessed the Executive Session at 9:15 a.m. No action was taken in Executive Session by formal vote. May 4, 2016 12:35 p.m. Trustees Present: Chairman McCall, Mr. Corngold, Dr. Dullea, Dr. Ehrenberg (via video, Ithaca), Dr. Knuepfer, Mr. Mastro, Mr. Spielvogel, Mr. Staller, Ms. Tamrowski and Mr. Waldman. Trustees Absent: Mr. Belluck, Mr. Brown, Dr. Fatta, Mrs. Lewin, Dr. Lichtman, Mr. Litow, Mr. Socarides. Others Present: Chancellor Zimpher, Dr. Bringsjord, Dr. Cartwright, Ms. Duncan-Poitier Mr. Haelen, Ms. Hengsterman, Ms. Labate, Ms. LoTurco, Ms. McLoughlin, Mr. Pierre- Louis and Mr. Porter. 1. CONVENING OF PUBLIC MEETING Chairman McCall convened the Public Meeting at 12:35 p.m., which was held at Westchester Community College, Valhalla, New York. It was noted there were ten members participating, including two non-voting members in person, and one Trustee via video from Ithaca. Chairman McCall declared a quorum and called for an Executive Session to discuss individual personnel matters and the receipt of legal advice. 3 P age Board of Trustees Minutes

2. CONVENING OF EXECUTIVE SESSION At 12:35 p.m., Chairman McCall called for an Executive Session under provisions of Section 105 of Article 7 of the Public Officers Law, as follows: (1) discussing matters relating to the appointment and employment of particular persons, In addition, during this time the Board may seek and receive legal advice from the University s General Counsel, which attorney-client communications are exempt from the Open Meetings Law pursuant to Section 108 of Article 7 of the Public Officers Law. Upon motion of Mr. Staller, seconded by Dr. Fatta, it was unanimously agreed to convene an Executive Session for the purposes specified by Chairman McCall. Chairman McCall recessed the Executive Session at 1:10 p.m. No action was taken in Executive Session by formal vote. 3. RECONVENING OF PUBLIC SESSION On May 4, 2016 at 1:10 p.m. Chairman McCall reconvened the Public Meeting, which was held at Westchester Community College, Valhalla, New York. Trustees Present: Chairman McCall, Mr. Corngold, Dr. Dullea, Dr. Ehrenberg (via video, Ithaca), Dr. Knuepfer, Mr. Mastro, Mr. Spielvogel, Mr. Staller, Ms. Tamrowski and Mr. Waldman. Trustees Absent: Mr. Belluck, Mr. Brown, Dr. Fatta, Mrs. Lewin, Dr. Lichtman, Mr. Litow, Mr. Socarides. Others Present: Chancellor Zimpher, Dr. Bringsjord, Dr. Cartwright, Ms. Duncan-Poitier Mr. Haelen, Ms. Hengsterman, Ms. Labate, Ms. LoTurco, Ms. McLoughlin, Mr. Pierre- Louis and Mr. Porter. Chairman McCall began by thanking President Belinda Miles and her team for their hospitality in hosting the board meeting at the Westchester Community College campus. 4 P age Board of Trustees Minutes

Chairman McCall introduced the resolutions discussed at the various committee meetings, beginning with Chancellor Zimpher s presidential appointments. Chairman McCall then invited Chancellor Zimpher to give her report. 4. CHANCELLOR S REPORT Chancellor Zimpher congratulated President Barbara Risser of Finger Lakes Community College on a job well done, as she had announced her intention to retire. Chancellor Zimpher announced that Dr. Robert Nye had been chosen as Dr. Risser s successor and went on to describe his various accomplishments and credentials. Chancellor Zimpher was pleased to recommend Dr. Nye for the position. Chancellor Zimpher asked Senior Vice Chancellor Johanna Duncan-Poitier to say a few words about Dr. Nye. Ms. Duncan-Poitier spoke of Dr. Nye s previous posts and of his military service and thanked the members of the search committee. Chairman McCall then asked the Secretary to read the resolution. Appointment of Robert Nye as President of the Finger Lakes Community College Upon motion by Mr. Spielvogel, seconded by Mr. Dullea, the following resolution was approved by affirmative votes from all present: Resolved that the appointment of Dr. Robert K. Nye as President of Finger Lakes Community College, by the Finger Lakes Community College Board of Trustees, at a salary of $200,000, effective July 1, 2016, be, and hereby is, approved. (2016-20) Finger Lakes Chairwoman Donna Malkin reviewed outgoing President Risser s various accomplishments and thanked her for her leadership during her tenure. She also thanked members of the search committee and then introduced Dr. Nye. Dr. Nye was thankful for his appointment as the new President of Finger Lakes Community College and thanked the members of the search committee, the SUNY Board of 5 Page Board of Trustees Minutes

Trustees and Finger Lakes Board of Trustees. He went on to thank various other individuals, faculty and staff and stated that he looks forward to working with them in his new position. Chairman McCall asked Chancellor Zimpher to move on to the next appointment. Chancellor Zimpher recommended Acting Dean of the New York State College of Veterinary Medicine at Cornell, Dr. Lorin D. Warnick, to remain and serve in the permanent position as Dean. SUNY Provost Alex Cartwright reiterated that Dr. Warnick was the best choice for the college. Chairman McCall asked the Secretary to read the resolution. Appointment of Lorin Warnick as Dean of the of New York State College of Veterinary Medicine at Cornell University Upon motion by Mr. Dullea, seconded by Mr. Mastro with an abstention by Dr. Ehrenberg, the following resolution was approved by affirmative votes from all present: Whereas pursuant to Education Law 355(1)(e), the appointment of the head of each statutory or contract college (including the New York State College of Veterinary Medicine at Cornell University) by the governing body of each such institution requires the approval of the State University of New York Board of Trustees; now, therefore, be it Resolved that Dr. Lorin Dean Warnick be, and hereby is, appointed Dean of the New York State College of Veterinary Medicine at Cornell University at an annual state salary of $200,000, effective May 4, 2016. (2016-21) Chairman McCall introduced Vice Provost Judy Appleton from Cornell University, who made a few remarks about Dr. Warnick, with whom she served on the faculty of the Veterinary College. She spoke of his integrity, accomplishments and good reputation, and her delight that he would serve as the new Dean. Chairman McCall congratulated Dr. Warnick. Dr. Warnick thanked the SUNY Board of Trustees, Chancellor Zimpher, and Provost Cartwright. He stated that he looks forward to serving as the new Dean and is excited about the opportunity. Chairman McCall congratulated Dr. Warnick and then asked the Secretary to present the minutes from the Board s March 24, 2016 meeting. 6 P age Board of Trustees Minutes

5. APPROVAL OF MINUTES Approval of Minutes of the Board Meeting Held on March 24, 2016 Upon motion by Mr. Spielvogel, seconded by Mr. Waldman, the proposed minutes were approved by affirmative votes from all present as the official minutes of the meeting held. Chairman McCall then invited the committee members to give their reports. 6. COMMITTEE PRESENTATIONS AND RESOLUTIONS Academic Affairs Trustee Knuepfer, who is Acting Chair of the committee on Trustee Ehrenberg s behalf, stated that the committee had five resolutions to present. He then asked the Secretary to read the resolutions. Degree Authorization for the New York State College of Veterinary Medicine at Cornell University Upon motion by Dr. Knuepfer, seconded by Mr. Mastro, the following resolution was approved by affirmative votes from all present: Resolved that the Chancellor be, and hereby is, directed to seek the authorization of the New York State Board of Regents for the New York State College of Veterinary Medicine at Cornell University to confer the Master of Public Health degree. Trustee Knuepfer then asked the Secretary to read the second resolution. (2016-22) Master Plan Amendment for Niagara County Community College Upon motion by Dr. Knuepfer, seconded by Mr. Mastro, the following resolution was approved by affirmative votes from all present: 7 P age Board of Trustees Minutes

Resolved that the State University Master Plan be, and hereby is, amended to designate the Niagara Falls Culinary Institute at 28 Old Falls Street, Niagara Falls, New York as a branch campus of Niagara County Community College; and, be it further Resolved that the Chancellor be, and hereby is, authorized to transmit this amendment to the New York State Board of Regents and the New York State Governor for incorporation into the State University of New York Master Plan. (2016-23) Trustee Knuepfer then asked the Secretary to read the third, fourth and fifth resolutions, and requested that all three Resolutions be considered together. Appointment of Distinguished Professors Upon motion by Dr. Knuepfer, seconded by Mr. Mastro, the following resolution was approved by affirmative votes from all present: Whereas the State University of New York Board of Trustees has proudly established a historic tradition of acknowledging and honoring extraordinary faculty achievement through appointment to Distinguished Faculty Rank; and Whereas the appointment to Distinguished Faculty Rank at the stateoperated campuses is both a system-wide distinction and a promotion in rank; and Whereas the Board of Trustees has the authority to bestow system-wide distinctions; now, therefore, be it Resolved that each faculty member listed below be, and hereby is, appointed to the rank of Distinguished Professor at the State University of New York campus indicated, effective May 4, 2016: Professor Alan J. Lizotte, State University of New York at Albany; Professor Scott J. South, State University of New York at Albany; Professor Tim K. Lowenstein, State University of New York at Binghamton; Professor Anne B. Curtis, State University of New York at Buffalo; Professor Stephen L. Dyson, State University of 8 P age Board of Trustees Minutes

New York at Buffalo; Professor Marilyn E. Morris State University of New York at Buffalo; Professor Richard M. Rosenfeld, State University of New York Health Science Center at Brooklyn; Professor Lynette M.F. Bosch, State University of New York College at Geneseo; Professor William Chittick, State University of New York at Stony Brook; Professor Michael Aaron Frohman, State University of New York at Stony Brook; Professor Lorna W. Role, State University of New York at Stony Brook; and Professor Kathleen Wilson, State University of New York at Stony Brook. Trustee Knuepfer then asked the Secretary to read the fourth resolution for the appointment of Distinguished Teaching Professors. (2016-24) Appointment of Distinguished Teaching Professors Upon motion by Dr. Knuepfer, seconded by Mr. Mastro, the following resolution was approved by affirmative votes from all present: Whereas the State University of New York Board of Trustees has proudly established a historic tradition of acknowledging and honoring extraordinary faculty achievement through appointment to Distinguished Faculty Rank; and Whereas the appointment to Distinguished Faculty Rank at the State-operated campuses is both a system-wide distinction and a promotion in rank; and Whereas the Board of Trustees, Chancellor Zimpher and the State University s executive leadership wish to extend SUNY s highest tribute to the community colleges in recognition of the extraordinary contributions and achievements of faculty in this sector; and 9 P age Board of Trustees Minutes

Whereas the Board of Trustees has the authority to bestow system-wide distinctions; now, therefore, be it Resolved that each faculty member listed below be, and hereby is, promoted to the rank of Distinguished Teaching Professor at the State-operated campus indicated, effective May 4, 2016: Professor Reid R. Heffner, Jr., State University of New York at Buffalo; Professor Joseph C. Mollendorf, State University of New York at Buffalo; Professor Samy I. McFarlane, State University of New York Health Science Center at Brooklyn; Professor Neil Feit, State University of New York College at Fredonia; Professor Christopher Coleman Leary, State University of New York College at Geneseo; Professor Nancy L. Elwess, State University of New York College at Plattsburgh; Professor Patricia M. Kane, State University of New York Health Science Center at Syracuse; and, be it further Resolved that each faculty member listed below is hereby appointed as Distinguished Teaching Professor as an honorific distinction at the campus indicated, effective May 4, 2016: Professor Judith Ellis, Fashion Institute of Technology; and Professor Norayne W. Rosero, Mohawk Valley Community College. Trustee Knuepfer then asked the Secretary to read the fifth resolution for the appointment of Distinguished Service Professors. (2016-25) Appointment of Distinguished Service Professors 10 P age

Upon motion by Dr. Knuepfer, seconded by Mr. Mastro, the following resolution was approved by affirmative votes from all present: Whereas the State University of New York Board of Trustees has proudly established a historic tradition of acknowledging and honoring extraordinary faculty achievement through appointment to Distinguished Faculty Rank; and Whereas the appointment to Distinguished Faculty Rank at the State-operated campuses is both a system-wide distinction and a promotion in rank; and Whereas the SUNY Board of Trustees, Chancellor Zimpher and the State University s executive leadership wish to extend SUNY s highest tribute to the community colleges in recognition of the extraordinary contributions and achievements of faculty in this sector; and Whereas the SUNY Board of Trustees has the authority to bestow system-wide distinctions; now, therefore, be it Resolved that each faculty member listed below be, and hereby is, promoted to the rank of Distinguished Service Professor at the State-operated campus indicated, effective May 4, 2016: Professor George D. Catalano, State University of New York at Binghamton; Professor Mark J. Lema, State University of New York at Buffalo; Professor Stephen M. Goldfinger, State University of New York Health Science Center at Brooklyn; Professor Lise Héroux, State University of New York College at Plattsburgh; Professor Peter Richards Brink, State University of New York at Stony Brook; Professor Laura J. Fochtmann, State University of New York at Stony Brook; Professor David F. Lehmann, State University of New York Health Science Center at Syracuse; and, be it further Resolved that the faculty member listed below is hereby appointed as Distinguished Service Professor as an honorific distinction at the campus indicated, effective May 4, 2016: Professor Joel F. LaLone, Jefferson Community College. (2016-26) 11 P age

Chairman McCall thanked Trustee Knuepfer for the report, and asked Trustee Waldman, who chairs the Audit Committee, to make his report. Audit Trustee Waldman began his report by stating that the Audit Committee recommended to the Board that the campus related foundations guidelines, as revised and outlined by General Counsel Joe Porter, be adopted by the Board as amended for one phrase that was provided by a member of the Committee which was reflected in the current draft. He then asked the Secretary to read the resolution. Campus Related Foundations Upon motion by Mr. Waldman, seconded by Mr. Staller, the following resolution was approved by affirmative votes from all present: Whereas the State-operated campuses of the State University of New York have contracts with campus-related foundations ( foundations ) which were created to assist the State University in advancing and achieving its objectives, goals and mission; and Whereas the State University is committed to ensuring that the activities of these foundations are properly conducted, with sound financial management practices, and appropriate levels of accountability, transparency and oversight by the State University; and Whereas the activities and operation of the foundations are subject to the guidelines set forth in State University Policy No. 9600, Foundations Guidelines, Campus-Related ( Foundation Guidelines ); and compliance, accountability, and transparency for compensation and related issues; and Whereas on November 15, 2013, the Board of Trustees, directed System Administration to examine certain matters relating to campus-related entities, subsidiaries and affiliates; and Whereas, a task force on affiliates was formed to address the matters set forth by the Board of Trustees and outlined in the November 15, 2013 resolutions; and Whereas the task force concluded that more specificity was needed in the Foundation Guidelines with respect to financial responsibility, accountability, transparency and oversight; and Whereas the task force recommended that the Foundation Guidelines be amended to provide, among other things, that each foundation establish/maintain a system of internal controls designed to provide reasonable assurance of the 12 P age

achievement of objectives, reliability of financial reporting, safeguarding of assets, effectiveness and efficiency of operations and compliance with laws and regulations, and adhere to written guidelines when forming their own affiliates; now, therefore, be it Resolved that Policy No. 9600, Foundations Guidelines, Campus-Related is amended and restated in the form attached to this resolution. (2016-27) Chairman McCall thanked Mr. Waldman for the report. Chairman McCall then invited Trustee Staller, who chairs the Finance and Administration Committee, to make his report. Finance and Administration Trustee Staller indicated that the Finance and Administration Committee had approved two resolutions and asked the Secretary to read the first resolution. Amendments to 8 NYCRR Part 602.8(c) (State Operating Assistance for Community Colleges) Upon motion by Mr. Staller, seconded by Dr. Dullea, the following resolution was approved by affirmative votes from all present: Whereas in order to provide State operating assistance to the State University of New York ( SUNY ) and City University of New York ( CUNY ) community colleges for the 2016/17 fiscal year, it is necessary to adopt, on an emergency basis, amendments to Part 602.8(c) of Title 8 of the Official Compilation of Codes, Rules and Regulations of the State of New York ( NYCRR ) pertaining to State operating assistance for community colleges, and to publish a Notice of Proposed Rule Making pursuant to the State Administrative Procedure Act; and Whereas the Chapter 53 of the Laws of 2016 provides that the formula for State financial assistance for operating expenses of the community colleges of SUNY and CUNY is to be developed jointly with the CUNY Board of Trustees, subject to the approval of the Director of New York State Division of the Budget; now, therefore, be it Resolved that the Chancellor, or designee, be, and hereby is authorized and directed to prepare, in accordance with provisions of the State Administrative Procedure Act, a Notice of Emergency Adoption and a Proposed Rule Making to amend 8 NYCRR section 602.8(c), to read as follows, subject to the approval of the Director of New York State Division of the Budget (brackets denote old material to be deleted; underlining denotes new material to be added): (c) Basic State financial assistance. (1) Full opportunity colleges. The basic State financial assistance for community colleges, implementing approved full opportunity programs, shall be the lowest of the following: 13 P age

(i) (ii) (iii) two-fifths (40%) of the net operating budget of the college, or campus of a multiple campus college, as approved by the State University trustees; two-fifths (40%) of the net operating costs of the college, or campus of a multiple campus college; or for the current college fiscal year the total of the following: (a) the budgeted or actual number (whichever is less) of full-time equivalent students enrolled in programs eligible for State financial assistance multiplied by [$2,597] $2,697; and (b) up to one-half (50%) of rental costs for physical space. (2) Non-full opportunity colleges. The basic State financial assistance for community colleges not implementing approved full opportunity programs shall be the lowest of the following: (i) (ii) (iii) one-third (33%) of the net operating budget of the college, or campus of a multiple campus college, as approved by the State University trustees; one-third (33%) of the net operating costs of the college, or campus of a multiple campus college; or for the college fiscal year current, the total of the following: (a) the budgeted or actual number (whichever is less) of full-time equivalent students enrolled in programs eligible for State financial assistance multiplied by [$2,081] $2,248; and (b) up to one-half (50%) of rental cost for physical space. (3) Notwithstanding the provisions of paragraphs (1) and (2) of this subdivision, a community college or a new campus of a multiple campus community college in the process of formation shall be eligible for basic State financial assistance in the amount of onethird of the net operating budget or one-third of the net operating costs, whichever is the lesser, for those colleges not implementing an approved full opportunity program plan, or two-fifths of the net operating budget or two-fifths of the net operating costs, whichever is the lesser, for those colleges implementing an approved full opportunity program, during the organization year and the first two fiscal years in which students are enrolled. Trustee Staller then asked the Secretary to read the second resolution: (2016-28) 14 P age

Delegation with Respect to the Transfer and Conveyance of Real Property to a Municipality Upon motion by Mr. Staller, seconded by Mr. Mastro, the following resolution was approved by affirmative votes from all present: Whereas N.Y. Public Lands Law 34 authorizes the Commissioner of General Services to transfer and convey to a city, incorporated village, town, or county, in consideration of one dollar to be paid to the State of New York, and on such terms and conditions as the Commissioner may impose, a part or all of any parcel or parcels of state lands upon certification that such parcel or parcels are useful for local mental health facilities, facilities for the developmentally disabled, park, recreation, playground, reforestation, street or highway purposes, and that they will be properly improved and maintained for one or more of such purposes; and Whereas from time to time the Board of Trustees has adopted resolutions which authorize the State University of New York to apply to the Commissioner of General Services for the transfer and conveyance of State-owned real property to a city, incorporated village, town, or county of certain State-owned real property under the jurisdiction of the State University, and authorize the Chancellor, or designee, to take all steps necessary to execute and approve documents, notices, maps and other instruments necessary or appropriate to effect such transfers and conveyances; and Whereas by Resolution 2012-18 entitled Delegation with Respect to the Abandonment of Real Property, the Board delegated to the Chancellor, or designee, the authority to determine that State-owned real property under the jurisdiction of the State University, not in excess of the lesser of 20 acres or 10 percent of the total State-owned acreage of the related State University institution, is no longer necessary or useful to the purposes of the State University and to declare the same abandoned, and to take all steps and necessary actions to allow the Office of General Services to convey such real property; and Whereas the Board wishes to delegate to the Chancellor, or designee, authority to apply to the Commissioner of General Services to transfer and convey to a city, incorporated village, town, or county a part or all of any parcel or parcels of state land under the jurisdiction of the State University, but only with respect to such real property that is not in excess of the lesser of 20 acres or 10 percent of the total State-owned acreage of the related State University institution; now, therefore, be it Resolved that the Board of Trustees delegates to the Chancellor, or designee, authority to apply to the Commissioner of General Services to transfer and convey a part or all of any parcel or parcels of state land under the jurisdiction of the State University not in excess of the lesser of 20 acres or 10 percent of the total State-owned acreage of the related State University institution to a city, incorporated village, town, or county in consideration of one dollar paid to the State of New York, and on such terms and conditions as the Commissioner of General Services may impose, upon certification that such parcel or parcels shall be useful for local mental health facilities, facilities for the developmentally disabled, park, recreation, playground, reforestation, street or highway purposes, 15 Page

and that they will be properly improved and maintained for one or more of such purposes; and be it further Resolved that the Chancellor, or designee, shall provide the Board of Trustees with advance notice of the intention to transfer such real property in accordance with the terms set forth above, in sufficient time for the Board of Trustees to adequately consider and respond to such plan; and be it further Resolved that the Board of Trustees, on its own initiative, may take up any matter delegated by this resolution. (2016-29) Chairman McCall thanked Trustee Staller for the report and asked Trustee Corngold, who is Acting Chair of the Academic Medical Centers/Hospitals Committee in Trustee Lichtman s absence, to give his report. Academic Medical Centers/Hospitals Trustee Corngold stated that the committee had voted on the following resolution and asked the Secretary to read it. Integration and Affiliation Agreement with The Eastern Long Island Hospital Association Upon motion by Mr. Corngold, seconded by Mr. Staller, the following resolution was approved by affirmative votes from all present: Whereas by Resolution No. 2014-026 adopted on May 7, 2014, the Board of Trustees declared its support for the development of viable, long term regional health networks and collaborations by its hospitals and directed the Chancellor and her staff to assess and approve these arrangements to achieve service delivery transformation in a manner that protects and supports the State University of New York; and Whereas as part of its long term strategic planning, Stony Brook University Hospital ( SBUH ) entered into a Letter of Intent with The Eastern Long Hospital Association ( ELIHA ) in July 2015 whereby the parties agreed to work diligently together to negotiate and consummate transactions to maintain and enhance health care and hospital services on the North Fork of Long Island and on Shelter Island, while simultaneously advancing SBUH s health care, education, and research missions; and Whereas SBUH has conducted due diligence with respect to the proposed affiliation and has apprised the Board of Trustees and its Academic Medical Centers and Hospitals Committee of the results of its due diligence and on certain risks and benefits of the proposed transaction with ELIHA; and Whereas SBUH and ELIHA, having negotiated over a period of time, are now in substantial agreement on the terms of the proposed affiliation and the documents 16 Page

necessary for the affiliation, including but not limited to the Integration and Affiliation Agreement, the Lease Agreement, the License Agreement, the Medical Records Agreement, and the Professional Employer Agreement (collectively referred to as the Transaction Documents ); and Whereas having reviewed the Transaction Documents, the Chancellor and Board of Trustees are prepared to approve and move forward with the proposed affiliation, subject to certain conditions necessary to protect the interests of the State University and the State of New York; and Whereas the Transaction Documents include a long term lease requiring the approval of the Board of Trustees; now, therefore, be it Resolved that the State University approves and shall proceed with the proposed affiliation between SBUH and ELIHA as set forth in the Transaction Documents, subject to the following conditions: 1. SBUH and Stony Brook University shall enter into a memorandum of understanding ( MOU ) with the State University providing that SBUH shall establish reserves (which may include cash - including cash from anticipated revenues from the ELIHA operations and other assets) or other mechanisms sufficient to satisfy both current costs and liabilities relating to past operations of ELIHA, to the extent such costs and liabilities are to be assumed or otherwise funded by SBUH, as well as currently ascertainable future liabilities resulting from the proposed affiliation (which may include, but not be limited to, all costs and liabilities related to SBUH s medical malpractice, to the extent not covered by the Court of Claims) (all such past and future costs and liabilities shall be collectively referred to herein as the Liabilities ). The MOU shall further provide that such reserves and other mechanisms will be subject to audit by the external auditors of the State University, and that such reserves and other mechanisms must be identified to the State University and the Director of the Division of Budget prior to execution of the Transaction Documents and reported to these parties at least annually thereafter for such period of time as the Chancellor or her designee shall direct; and 2. SBUH will develop a comprehensive work plan for integration and implementation of the affiliation with ELIHA that will include specific tasks, milestones, and regular reports to the Chancellor and the Board of Trustees; and, be it further Resolved that subject to the Chancellor s sole determination that the foregoing conditions have been satisfied, the Board of Trustees hereby approves the leasing of real and personal property from ELIHA pursuant to the Lease Agreement and the other transactions contemplated by the Transaction Documents, subject to the approval of all oversight entities required by law; and, be it further Resolved that the Lease Agreement, in substantially the form presented to the Board of Trustees, is hereby approved, subject to such modifications prior to 17 P age

execution as the Authorized Representatives (as defined herein) deem prudent; and, be it further Resolved that the Chancellor, Chief Financial Officer, and the Provost of the State University are each hereby designated as Authorized Representatives and are authorized and directed to cause the execution and delivery of the Lease Agreement (which shall be executed by at least two of the Authorized Representatives) and the execution and delivery of the other Transaction Documents (which shall be executed by at least one of the Authorized Representatives) in substantially the form presented to the Board of Trustees, subject to such modifications prior to execution as the Authorized Representative executing such Transaction Document deems prudent; and, be it further Resolved that the Authorized Representatives are each authorized to take all steps necessary or appropriate to complete the transaction with ELIHA, and to execute all other documents, instruments, notices, or other writings necessary or appropriate to complete the transaction. (2016-30) 3. RECONVENING OF EXECUTIVE SESSION At 2:15 p.m., Chairman McCall called for an Executive Session under provisions of Section 105 of Article 7 of the Public Officers Law, as follows: (3) discussing matters relating to the appointment and employment of particular persons, In addition, during this time the Board may seek and receive legal advice from the University s General Counsel, which attorney-client communications are exempt from the Open Meetings Law pursuant to Section 108 of Article 7 of the Public Officers Law. Upon motion of Mr. Spielvogel, seconded by Mr. Staller, it was unanimously agreed to convene an Executive Session for the purposes specified by Chairman McCall. Chairman McCall recessed the Executive Session at 2:45 p.m. No action was taken in Executive Session by formal vote. Upon the Board s return from Executive Session, Chairman McCall asked Trustee Spielvogel, who chairs the Communications and External Affairs Committee, to make his report. 18 P age

Communications and External Affairs Trustee Spielvogel began his report by stating that he had recently visited the SUNY New Paltz campus and had met with students and faculty. Trustee Spielvogel noted that they are making progress with their diversity goals, which are now at 36%. Chief of Staff Stacey Hengsterman gave a report during the committee meeting discussing state relations, state budget cycle, and potential legislation under consideration for the remainder of the session. She mentioned the extensive work done with Stand With SUNY Campaign and the new initiatives built around Partner With SUNY. She also commented on SUNY s continuing efforts to raise the SUNY flag around the world, and such leadership meetings have been held with the Federal Reserve, Accenture, the Metropolitan Museum of Art, Lincoln Center and many others. Stacey also reported on the meeting in Washington, D.C. as part of the SUNY Day D.C. program. She noted that Senators Chuck Schumer and Kristin Gillibrand participated in these activities and a group of alumni attended an alumni reception.. Trustee Spielvogel concluded his report. Chairman McCall then thanked Trustee Spielvogel for the report and asked Trustee Mastro, who serves as President of the Student Assembly, to give his report. The Chairman noted that Trustee Mastro had just served his last official Board meeting as the President of the SUNY Student Assembly. 7. STUDENT ASSEMBLY REPORT Trustee Mastro began by introducing Marc Cohen, President-Elect of the Student Assembly. Trustee Mastro stated that the Student Assembly Executive Committee had passed a number of resolutions at their Spring Conference. Those resolutions include: Ban the Box, Community College and Community College Councils. They also participated in SUNY D.C. Day, and the Executive Committee also visited and toured the White House, where they met with President Obama s Assistant Director of Public Engagement. 19 P age

President-Elect Marc Cohen then talked briefly about their visit to the White House, where they touched on the subjects of PELL grants, student debt, loan interest rates, and sexual violence prevention. In addition, Trustee Mastro discussed the initiatives taken by the Student Assembly since he was appointed last year. They now have a new logo, a more accessible website, and a new online publication called Cobalt, which outlines accomplishments and activities of SUNY s remarkable students, in an effort to rebrand and reenergize the Student Assembly. Trustee Mastro continued by outlining the various aspects of their advocacy, both on the state and federal levels. He thanked the Board of Trustees and SUNY System Administration for the wonderful opportunity he had as President of the Student Assembly. Then he officially introduced Marc Cohen as the incoming President of the SUNY Student Assembly. Chairman McCall thanked Trustee Mastro. Trustee Dullea asked for a moment to make an observation about the Community Colleges Committee. He noted that President Belinda Miles and President Cliff Wood, from Westchester Community College and Rockland Community College, respectively, brought to the committee meeting both students and staff involved in the provision of services to veterans and military service members. Trustee Dullea noted that it was an inspiring presentation to listen to the students who are thrilled with the experience that they are having in these two institutions. Chairman McCall then invited Observer Vita DeMarchi to give her report. 7. OBSERVER REPORT Ms. Vita DeMarchi, President of Association of College Trustees ( ACT ), began her report by thanking Chairman McCall and Chancellor Zimpher and the Board for inviting the ACT to the Board meeting. Ms. DeMarchi notes that she takes information gleaned at Board meetings and then passes those along in order to increase communication and participation. 20 P age

Ms. DeMarchi reported that they are working on the upcoming annual conference. She is focusing on outreach to the colleges who have less participation, in order to increase it. Their agenda will be to continue the Power of SUNY initiative. They will also be discussing the new Presidential Search Guidelines and Contractual Relationships with Foundations. She also announced that she is part of Senator Brand s Off the Sidelines initiative. She announced that the annual meeting would be the first weekend in October. 8. ADJOURNMENT There being no further business, upon motion of Mr. Waldman, seconded by Dr. Dullea, the meeting was adjourned at 3:30 p.m. 21 P age