by James A. Bacon
In their 2020 book on higher-ed governance, “Runaway College Costs,” James V. Koch and Richard J. Cebula elaborate on how university presidents manipulate their boards. Flattery and the bestowal of small perks is one ubiquitous tactic. Controlling the presentation of information is another. Isolating troublesome board members under the guise of maintaining collegiality is yet another.
Write Koch and Cebula:
Nonconforming board members are … often urged by their colleagues to offer support for the institution and to “show respect.” Public unanimity is encouraged at most board meetings; contrary trustees usually are advised to air their grievances in private and not to “disrupt” board meetings.
Such calls for civility and solidarity were heard Friday at the University of Virginia Board of Visitors meeting. Clayton Rose, a Harvard business school professor and former president of Bowdoin College, led a discussion on what Rector Robert Hardie described as “best practices in board governance.”
In his framing of the discussion, Rose argued, among other things, that “high functioning boards” have “respectful” discussions with the president and other board members on key issues, listen well to colleagues, acknowledge differing points of view, speak with one voice and, once a decision has been made, support it.
Rose’s presentation came at a time when the appointment of new board members by Governor Glenn Youngkin threatens to undermine the consensus forged by Northam-era appointees on such contentious issues such as diversity, equity, free speech, the cost of attendance, and the increasingly conformist campus culture dominated by leftist values and priorities.
Due to the system of staggered appointments, Northam-era appointees still represent a nine-to-eight majority on the 17-person board. A year-and-a-half into the Youngkin administration, the Rector and Vice Rector are both Northam appointees, as are chairs of every committee but one. The Rector and President set the Board agenda and control the information presented to board members. Virginia transparency laws prohibit Youngkin appointees from talking to more than one other board member at a time, making it difficult to coordinate discussion of issues not sanctioned by leadership.
In his remarks to the Board Friday, Rose focused primarily on the attitudes and behavior expected of board members in an ideal, high-functioning board. He paid less attention to what should be expected from university presidents and senior administrators. The subliminal message to UVa board members: Feel free to ask questions but don’t rock the boat.
New board members did not rock the boat Friday, but they did raise questions… in a civil, respectful, almost deferential manner. Perhaps the most pointed discussion swirled around Rose’s assertion that board members should “serve the university’s interests,” not pursue personal agendas. As board members Paul Harris and Doug Wetmore pointed out, Rose’s observations might apply to private universities, but the University of Virginia is an agency of the state. What is in the best interest of a public university?”
Board members are appointed by the governor. The UVa budget is integrated with the state budget. The state uses taxpayer dollars to subsidize operations, capital expenditures and financial aid. And UVa operates as one cog in a larger system of higher education that is designed to serve the interests of the population of Virginia. The question is fundamental: Whose interests do UVa board members represent? Those of the Commonwealth of Virginia and its citizens or the institution? And who defines the interests of the institution anyway? The president or the board?
Rose, a former university president himself, opened his presentation by sympathizing with university presidents. “Being a college president is one of the hardest leadership roles in the world today,” Rose said. Despite the challenges, he added, UVa President Jim Ryan’s reputation is “second to none.”
The best organization has a strong leader supported by a strong board in which each understands its proper role. A strong temptation of some boards is to delve too deeply “into the weeds” of day-to-day operations. A board’s job is to define core values, chart long-term strategy, select a strong president, and monitor his or her performance.
University board members should “protect the reputation of the institution,” act as “cheerleaders,” and show solidarity once a decision has been made, he said. “Boards are a single unit, not a collection of free agents with a particular agenda in mind. They focus on the university’s interest.”
Rose posed the question: When can a board go off the rails? His answer: when individual trustees bring individual issues to the table and aren’t interested in making decisions as a group. It is expected that board members will disagree sometimes, and he acknowledged that some issues are never resolved permanently, but once a decision is made, he said, everyone needs to present a common front for the good of the institution. “If it becomes one side versus another, it can become dysfunctional.” (Read his summary of key points here.)
Some were comfortable with Rose’s formulation of board responsibilities. Vice Rector Carlos Brown, a Northam appointee, said the Board should “build the fences” — establish the broad parameters of policy — and then allow the president to “roam within the pasture.”
No one defended the idea of micro-managing the university’s CEO. The more troublesome issue revolved around to whom UVa board members owed their primary loyalty. UVa is not a private institution like Bowdoin or Harvard, and board members of public institutions have different obligations than trustees of private universities. The Statement of Visitor Responsibilities adopted in 2018 puts it plainly (my italics): “Visitors support the University’s broader public mission and promote the values of a public university, including serving as conduits for conveying the interests of citizens and political leaders of the Commonwealth to the University.”
“We’re a public body,” said Wetmore. “Our responsibilities are laid out in the Virginia code. We take public oath of office to uphold the state constitution. Our meetings are open to the public. We have FOIA (the Freedom of Information Act). The money we spend is public money.”
While no one disputed that board members should serve the interests of the institution, there was no avoiding the question, as Wetmore put it, “what is the best interest of the university?”
To what degree should the Board consider the interests of taxpayers and the public? Among UVa constituencies — students, in-state and out-of-state tuition-paying parents, faculty, researchers, and the ever-growing administrative cadre — whose interests are paramount?
And who makes that call, if not the Board itself?
Rose spent little time exploring the duties and obligations of the president and his administrative staff. However, in the closing moments of the discussion, he offered an opinion that Youngkin appointees might have found satisfying.
Rector Hardie raised an issue arising from frequent requests by Youngkin-appointed board members for information from the staff. Chief Operating Officer J.J. Davis had previously admonished the Board that her staff did not have time to respond to every request for data or analysis. Board members, she said, need to follow the proper process. Usually, that entails going through the committees.
Hardie asked Rose how he had dealt with ongoing requests for information as president of Bowdoin. “The staff has a day job,” Hardie said. Should staff undergo a “fire drill” every time a board member wants to know something?
He encouraged Board members to engage with senior administrators, Rose responded. It was possible to manage requests “without overwhelming the staff.”