Minutes of the retreat of the Board of Trustees of the University of Kentucky, Sunday
and Monday, August 29-30, 2004.

      The Board of Trustees of the University of Kentucky began its retreat at 3:00 p.m.
(Eastern Daylight Time) on Sunday, August 29, 2004 at Shaker Village of Pleasant Hill, 3501
Lexington Road, Harrodsburg, Kentucky.

      Ms. JoEtta Wickliffe, Vice Chair, welcomed the members to Mercer County and thanked
them for attending the retreat. She introduced Kernel reporter, Adam Sichko, and asked the
Board members to introduce themselves.

      The following members were in attendance: Mira Ball, Stephen Branscum, Ann Haney,
James F. Hardymon, Marianne Smith Edge, Michael Kennedy, Billy Joe Miles, Roy Moore,
Phillip Patton, Steven S. Reed (late arrival), C. Frank Shoop, Alice Stevens Sparks, Myra Leigh
Tobin, Rachel Watts, JoEtta Wickliffe, Russ Williams, Elaine Wilson, and Barbara Young.
President and Mrs. Lee T. Todd, Jr. were also in attendance.

      Absent from the retreat were Pamela R. May and Billy Wilcoxson.

      A.    General Discussion on the Role of the Trustees

      Ms. Wickliffe began the meeting with a general discussion on the role of the Trustees.
Various members of the Board expressed their opinions about the Trustees' role, including hiring
and firing of a chief executive officer, hiring faculty, restructure of the university, approving
graduates, having a shared vision and strategic direction for the university, connecting the budget
to the plan for the university, business and policy issues, and operating as a team with the
Provost and President. Ms. Watts expressed that her role is to make sure the focus is on he
students, and the students are in the forefront. Mr. Branscum said that it is important to keep the
entire university family in mind as the Board functions. Professor Moore said from his
experience as an ACE Fellow the boards that build consensus are the ones that are most
effective, and the Board should always keep in mind that the goal for the University is always to
move forward. Ms. Wickliffe said that a divided Board cannot be beneficial to anyone.
President Todd said that it is always nice to have the Board's thoughts on the things the
University does and what it can do better.

      President Todd encouraged the Board to talk with the Chair of the Board or with him
about issues or concerns. There was a discussion about setting up a process for addressing issues
and concerns. Dr. Moore said that observation is the best way to learn. The Board should be
good listeners and not make promises. A Board should always be careful not to undermine the
President of the institution. Mr. Miles asked if the Board was going to go forward with it
suggestions about issues and concerns. He said it was time to put something in procedure. Ms.
Wickliffe appointed a committee to develop a format for protocol to deal with different issues
and concerns. She appointed the following members to serve on the committee: James
Hardymon, Chair, Phillip Patton, Barbara Young, Roy Moore, and Ann Haney. Judge Patton
said that it is important that the Board not go off in different directions.