Special BoT meeting 4/30/2015 Post 2

Motion to adopt Robert’s Rules of Order.

Birt — I don’t have a problem with that, but as I said, seeing how this agenda came to be, I will vote no.

McGuire: As will I.

All others vote yes.

Chair Hamilton: asks for motion to put Dr. Robert Breuder on  paid Administrative Leave. Motion to Appoint Joe Collins to serve as acting interim President of the College.

Napolitano: I have a question about him already being on medical leave already. Can the legal counsel, not yet hired, offer an opinion.

Birt: How is this Board at this point in time — we don’t have legal advice. How can we have legal advice from someone who is not yet appointed. For the record this BoT is in an awkward position that this Board has dismissed prior legal counsel. They are not hear to provide us with an insight.

Hamilton: We have not dismissed that legal counsel.

Birt: I am concerned that we are free floating here.

Frank: Is it in our power to put him on administrative leave while he is on medical leave.

Hamilton: I have consulted with lawyers and the answer I got was unequivocally yes. If we need to we can go to closed session if we need to. If we need more detail I can invoke a closed session.

Attorney who is present but not appointed: (Not yet Counsel) There is no impediment to placing Breuder on administrative leave on this time. It is possible for this BoT to put him on administrative leave. It was decided before he went on medical leave.

McGuire: Chair Hamilton, what purpose does this serve to put him also on administrative leave?

Hamilton: Did you read the resolution?

McGuire: I did.

Not yet legal counsel: We don’t know what the duration of the medical leave is. He could return next week, for example, and there would not be an opportunity to put him on administrative leave until the next BoT meeting. Doing this would allow him to return from his medical leave and be on administrative leave.

Mazzochi– the rationale for taking administrative leave has to do with the pending investigations. They are arising from conditions that have nothing to do with his medical condition. We are establishing the status so we can ensure that the college is protected given the allegations that have been raised on Dr. Breuder.

Wozniak: I am not going vote for this because I am not going to kick him when he is down.

Mazzochi– Adminsitrative leave is very common. It is not an admission of something wrong. It is a step the institituon takes to protect its integrity. To protect the college from future problems. It is not a statement regarding Dr. Breuder. It is a procedural step that is commonly taken when an employee is under investigation.

No further discussion.

Placement of Dr. Breduer on paid administrative leave. Appointment of Dr. Joesph Collins as acting interim president of COD:

McGuire and Birt  and Wozniak and Birt: No.

Student trustee abstains.

Other trustees vote yes.

Applause from the audience.

15-430-3 Resolution. Resolution to confirm and implement cooperation with the transition team.

Wozniak: Who will head this team?

Hamilton: Dr. Hyder, a 40 year professor of the Kellog School of Management will head this team. We have invited representatives of people who are form the college, from downstate, form Chicago.

Birt: Has this already been done? You used the past tense?

Hamilton: I am in the process.

Napolitano: The only name is Dr. Hyder at this point. Input is welcome. We are still forming the team. We don’t want to give names because we are still forming this.

Birt: Who is “we?” You keep saying “we?”

McGuire: What expenses are involved with this team?

Hamilton: This is a volunteer team.

McGuire: No travel, no lunches?

Hamilton: Some people just volunteer for things and they don’t expect to be reiumbursed.Hearing no further discussion, I call for a vote.

Student trustee abstains.

McGuire, Birt and Wozniak vote no.

All others vote yes.

Announcment of litigation hold policy.



Resolution for the BoT to adopt

Birt– why have you done this? It is redundant? Have you done this for the press?

Mazzochi: When you are facing litigation you…there are outstanding supoenas, we felt that it was appropriate to identify and highlight specific documents that may be of interst to the investigators. As trustees we need to make sure that no documents be destroyed.

We need to be cautious and make sure documents have to be protected.

McGuire, Wozniak, Birt –no

Others — yes

Hamilton: Resoution to hire legal counsel: Reention of legal fim Rathje and Woodward LLC

Birt: I think there is a conflict of interest. Just last week they appeared to be an adversary of COD in a litigation matter. But now they are seeking to provide us with legal service. I have concern for a conflict of interest — you serve on the Glen Ellyn Board. I respect that position. But I have to voice the concern of a conflict of interest.

Legal Counsel responds: The second one is a natural conflict. I cannot and will not represent the COD in any dealings with the Village of Glen Ellyn. Those relations have been greatly reduced in the last years. Should anything come up where I would have to represent you in dealings with the village of GE I would have to recuse myself. In the two years I have been on the GE board there have been no dealings with COD.

There were two issues — my firm did represent the Edgar County Watchdogs to move the Board meetings to the room they are now in.

also a FOIA case. The case has been dormant and was withdrawn last week.

The test for conflict of interest is whether my past . . .  would impede my ability or my firm’s ability to represent the College of DuPage. My law firm has represented both in concert with and against COD over the many years we have been in existence. We are the oldest law firm in DuPage.

Birt: Thank you. I also have a concern about your cost. Some of your lawyers charge over $400 an hour. That adds a significant increase in our costs. You are raising it fomr the $250 that we were paying.

Legal  counsel: We are billing at a rate of $260 an hour so we matched the current lawyer’s billing.

McGuire: How do you view your role as the Board’s attorney:

Legal Counsel: I don’t know how to answer that. Under our engagement we agreed we will represent COD in a number of ways as the Chair finds necessary. I will represent the Bot at meetings like today and I assume I will also offer counsel on some of the college dealings on a day to day basis.

Wozniak: Do you deal with school law?

Legal Counsel: Our firm does not work with school law. But we do represent a variety of municipal organizations.

Wozniak: So if an issue comes up you’ll just look it up?

Legal Counsel: We will research any issue that comes up.

Vote: Wozniak, Birt, McGuire no

Student trustee: abstains

Others yes.

NEXT motion — hiring of another firm.

McGuire: Why are we hiring two law firms

(Did not get your answer)

Birt: You are hiring someone who is Hamilton’s personal attorney. You have the appearance of hiring of your friends.

Hamilton: He handled a matter for me. But he is not currently handling a matter for me.

Birt: After everything we have been through the last 12 months it looks very bad for you to be hiring your personal attorney.

McGuire: We have been trying to change the practices of hiring services. This flies in the face of everything we are trying to do.

Birt: He also was sloppy in attaching a paper from another client to the college by mistake. I hope his sloppy behavior does not continue.

Wozniak: It looks like you are hiring something. Why would you have somebody who represented you in the past now represent the college.

Birt: It was not disclosed in the packet that you are hiring your personal attorney. I had to bring it up. Isn’t it a contract that you are giving contracts to your friends?

Hamilton: I am not giving away anything.

He represented me in that censure. Do you remember that event?

Birt: So now anything if you can have a majority vote for it, it’s okay.

Hamilton asks Mr. Kinsella to come up and address the Board.

Kinsella: I will address the issue of prior representation. I haven’t done anything for Hamilton for months. There is nothing pending.  There was no litigation ever filed.