A meeting of the Executive Committee of the Purdue University Board of Trustees convened at 3:00 a.m. on Wednesday, June 14, 2023, Campus Center, Room 409, IUPUI Campus, 420 University Boulevard, Indianapolis, IN 46202
Committee members present in person or by means of electronic communication pursuant to the Electronic Meeting Policy were: Michael Berghoff, chair; Gary Lehman, vice chair; JoAnn Brouillette; Sonny Beck (conference call); and Vanessa Castagna (conference call). Other Trustees present included, Theresa Carter (conference call); Mark Gee; Michael Klipsch; and Shawn Taylor (conference call).
Officers and administrators in attendance were: Mung Chiang, president; Steve Schultz, general counsel; Chris Ruhl, chief financial officer and treasurer; Cindy Ream, corporate secretary; Patrick Wolfe, provost; Adrian Allen, deputy general counsel; and Katie Butwin, associate counsel for inter-campus affairs. Dan Hasler and David Umulis also joined the meeting at the request of the Board.
I. ROLL CALL
Chairman Berghoff called the meeting to order and noted that the meeting was being held in accordance with the Indiana Open Door Law and the Board’s electronic meetings policy. He provided a reminder that, under the Bylaws, the Executive Committee has the authority to act on behalf of the full Board of Trustees during periods between its meetings. He confirmed a quorum, observing that Executive Committee Members included himself, JoAnn Brouillette, and Gary Lehman, who were present in person, as well as Vanessa Castagna and Sonny Beck, who had joined by phone. Other Board of Trustee members present in person included Michael Klipsch and Mark Gee, with Theresa Carter and Shawn Taylor also joining virtually by phone.
II. APPROVAL OF AGREEMENTS RELATED TO IUPUI REALIGNMENT AND ESTABLISHMENT OF PURDUE IN INDIANAPOLIS
Chairman Berghoff stated that there was only one item for the agenda, and it is a historic one. He shared that the stage had been set for this initiative in August 2022, when the Board approved a Memorandum of Understanding with Indiana University related to a proposed realignment of IUPUI. That MOU outlined the basic parameters of the realignment, which would result in the creation of two distinctive academic organizations and the effective dissolution of IUPUI, effective July 1, 2024. Observing that the two institutions had been busy over the past 10 months establishing the terms of the realignment, he shared that the two Boards of Trustees were now ready to act on the agreements to bring it about.
Chairman Berghoff mentioned that the resolution that had been presented to the Board for this purpose does several things. It authorizes and approves a Program Transfer Agreement and other agreements related to the realignment of academic units at IUPUI, with Purdue receiving the departments and programs associated with the engineering, technology, and computer science, those are the academic missions. It further authorizes the formation of a new academic organization that will be an extension of Purdue West Lafayette and represent Purdue’s first comprehensive urban campus, with multiple locations around Indianapolis, including 28 acres and buildings on the legacy IUPUI campus, as well as other locations. It also authorizes the establishment of the leadership team for this new academic organization, as it is further developed over the coming transition year for an official launch on July 1, 2024. It approves certain beneficial amendments to the agreements entered with IU back in 2017 related to the realignment of our previously shared campus in Fort Wayne. Finally, it authorizes other actions necessary and appropriate to complete to give effect to these measures.
He noted that the committee had received a copy of the resolution, as well as each of the agreements it authorizes, and that the members have had a chance to review the agreements and ask questions about them in executive sessions, both last week and this afternoon. At Chairman Berghoff’s request, general counsel, Steve Schultz, provided a brief synopsis of the agreements before the Board entertained the resolution. Mr. Schultz walked the Board through the highlights of the definitive agreements, which include a Program Transfer Agreement, a Curriculum Offering and Academic Delivery Agreement, a Teach-Out Agreement; a Student, Faculty, and Staff Services Agreement; a Research Transition Agreement; a Ground Lease and Concurrent Sublease; Office/Lab Leases; and certain Amendments to existing Fort Wayne Program Transfer Agreement and Fort Wayne Curriculum Agreement. Against that backdrop, Chairman Berghoff then read the following operative paragraphs of the resolution, noting that the entire resolution, as acted upon by the Board, would be filed with the minutes:
NOW, THEREFORE, IT IS HEREBY RESOLVED by the Committee as follows:
1. It is in the best interests of Purdue to complete the actions contemplated by the Realignment Plan, as further specified in the Program Transfer Agreement and the Related Agreements, with the result that on July 1, 2024, IUPUI will be effectively dissolved and replaced with two distinct academic organizations.
2. To this end, the Program Transfer Agreement, and the Related Agreements, in each case in substantially the form presented to the Committee, are hereby authorized, and approved.
3. The establishment and launch of Purdue’s new academic organization in Indianapolis, effective upon the dissolution of IUPUI on July 1, 2024, is hereby authorized and approved.
4. The name of this new academic organization shall be Purdue University in Indianapolis.
5. Purdue University in Indianapolis will be designed to function as a comprehensive urban campus extension of Purdue West Lafayette, with sites consisting of the Legacy Property location as well as other locations throughout the City of Indianapolis, and in each case offering Purdue West Lafayette degrees.
6. The appointment of each of David M. Umulis as Senior Vice Provost in Purdue West Lafayette and Daniel J. Hasler as Chief Operating Officer for Purdue University in Indianapolis is hereby ratified and confirmed, with the understanding that: (1) Mr. Umulis will perform the functions of chief academic officer for Purdue University in Indianapolis, reporting in this capacity to Provost and Executive Vice President for Academic Affairs and Diversity Patrick Wolfe, and (2) Mr. Hasler will have responsibility for organizing and managing start-up, operational, and development activities for Purdue University in Indianapolis, reporting in this capacity to President Mung Chiang.
Chairman Berghoff noted the remaining three paragraphs of the resolution contain customary delegations to the officers of the University to sign documents and take necessary actions to fulfill the purpose of the resolution. He asked for a motion to approve and adopt the resolution in its entirety. Having received a motion and a second, he asked if there was any further discussion.
In response to a question from Trustee Castagna, Mr. Schultz explained that, as a result of the realignment, the existing joint venture between IU and Purdue that had existed in Indianapolis since 1970 will be dissolved. IU will still have a distinct accredited institution in Indianapolis, which will now have a new name, but this action creates two distinct academic organizations, with Purdue receiving some services from IU at the Indianapolis campus for the time being, but no longer being involved in a joint venture with IU, which again will be effectively dissolved.
Trustee Brouillette requested clarity on expansion into other programs beyond Engineering, Technology, and Computer Science, and whether there would be any restrictions on establishing new programs or mission areas, as was the case under the 1970 agreement. Mr. Schultz noted that it was expressly agreed that there are no such restrictions, with the only condition being the potential need to obtain approvals from the Indiana Commission for Higher Education applicable to new programs.
In response to a question from Trustee Klipsch about facility, space, and property leases, Dan Hasler, the newly appointed Chief Operating Officer for Purdue University in Indianapolis, shared that the leased space is guaranteed for 55 years if Purdue chooses to keep using it, and that the parcel north of Michigan Street entails a ground lease of 100 years, with an additional 50-year renewal period. He also outlined a variety of additional sites and facilities in and around downtown Indianapolis that provide good options for additional academic programming space.
Trustee Lehman asked if Dan Hasler could share about what might be in store for corporate partners, for the City of Indianapolis, and even for the local neighborhood as a result of this opportunity, noting that there had been much discussion in August about what this all meant for Purdue’s relationships with other stakeholders in Indianapolis. Mr. Hasler mentioned that local corporations are very enthusiastic about the prospect of having this additional pool of Purdue graduates, as they know their success begins with talent acquisition and ends with talent retention. He also mentioned the variety of opportunities for collaboration with industry partners.
After a further brief question-and-answer period about the terms of the definitive agreements, including information provided by Dr. Umulis about services and courses available to Purdue students on the campus, Chairman Berghoff thanked everyone for their input. Before moving to a vote, he recognized the efforts of Mr. Hasler, Dr. Umulis and Mr. Schultz, as well as a number of other individuals who had been involved in making this historic development a reality, noting their tireless work behind the scenes for almost a year to get to this point: Adrian Allen, Katie Butwin, Jodie Melton, and Myranda Burton on the legal team; Erica Downey, who had served as project manager in the provost’s office since last August; Rob Wynkoop and Nathan Manges, who did so much work on the property issues involved in the future home of Purdue in Indianapolis; and Cindy Ream. With no further discussion, he called for a roll call vote to approve the resolution as presented and discussed.
Cindy Ream, corporate secretary read the names and recorded the votes: Mike Berghoff – yes; Sonny Beck – yes; JoAnn Brouillette – yes; Vanessa Castagna – yes; Gary Lehman – yes.
He noted the motion carried and asked if there was any other business. Hearing none, he announced the Executive Committee meeting was adjourned. He congratulated everyone involved and noted the joint announced scheduled with IU following the meeting.
Supporting materials, including the complete resolution as approved by the Board, were filed with the minutes.
III. ADJOURNMENT
By consent, the meeting adjourned at 3:30 p.m.