Essay on how boards should deal with firing a president
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- On the Failure of Legacy Governance at the University of Virginia
- UVa board poised to reappoint ousted president, but not without objection
- Virginia governor reappoints controversial U.Va. board member
- U.Va. board reinstates president Sullivan and prepares for strategic planning effort
Lessons From Virginia
Only University of Virginia Rector (a.k.a. board chair) Helen E. Dragas and Vice Rector Mark J. Kington and perhaps the four other members of the Executive Committee of the Board of Visitors know for sure what prompted the decision to ask the highly regarded and experienced Teresa Sullivan for her resignation as she was completing her second year of a five-year contract as the University of Virginia’s president.
What we do know from the public record is that neither the full 16-person board nor even its six-person executive committee met to deliberate fully what is inevitably a momentous decision in the life of a college or university: a forced presidential resignation. Rather, Rector Dragas apparently contacted most board members individually and elicited their support. Three board members have reported that they had not been consulted about the decision, but rather informed of it only after Rector Dragas had gained commitments from other board members for the necessary votes. The three did, however, indicate that they had acquiesced to the decision. In addition, after President Sullivan tendered her resignation, only three of the six executive committee members attended the meeting to accept her resignation.
We also know that the way that this situation was handled has been a public relations disaster for the university: votes of opposition to the board’s actions on the part of two faculty groups, talk of a faculty “walk-out,” threats from alumni to discontinue giving to the University. Hunter R. Rawlings III, president of the Association of American Universities and former president of Cornell University, was unequivocal in his condemnation of the board’s actions, telling The Washington Post: "This is the most egregious case I have ever seen of mismanagement by a governing board. It’s secretive, it’s misguided and based on the public statements, there is no clear rationale."
It is of course the case that college and university presidents serve at the pleasure of their boards and that the most important responsibility of boards is to hire and in unfortunate cases to fire presidents.
But what seemed to elude the UVa Board – which will be meeting today -- is that in those circumstances when boards decide to terminate a presidential appointment, they have the responsibility to do so in a way that is informed, that is mindful of adhering to institutional and legal processes, and that is ethical. They also have the responsibility to act in ways that they are convinced will not harm the institution.
Boards should also in every possible way give the departing president dignity as the relationship comes to an end. This is particularly true if the rupture has to do, as Rector Dragas suggests was the case with President Sullivan, with a difference in their approach to the nature and pace of change, or as President Sullivan put it, "philosophical differences" rather than some sort of unethical, illegal or even foolish behavior on the part of the president.
The damage has already been done at UVa, but this sorry situation gives rise to a number of important lessons for this board and others. Below, based on my 11 years as a college president and six years of consulting with boards and presidents, I offer what I think are the most critical lessons:
Lesson #1: For a decision of this magnitude, the full board should meet in person and the trustees together should debate the costs and benefits of its possible choices. In some circumstances, it would make sense for the executive committee first to engage in such deliberations prior to making a recommendation to the full board, which nevertheless should then also engage in its own considered deliberations before taking action. The important piece here is that the board members deliberate as a group, each benefiting from the knowledge, insights and judgments of others. I have seen many instances in which individual board members come to a meeting intending to vote in a particular way about a matter before them, only to be persuaded by the arguments of their colleagues to vote in a very different way. A decision about whether or not to continue a president’s service is such a critical one that not only should no small group of trustees be permitted to dictate board action, every single trustee should be actively involved in the deliberations.
Lesson #2: Prior to board deliberations, it is incumbent on the board chair and vice chair to gather as much pertinent information as possible and to inform the president that they are doing so. For example:
- If the issue at hand is a disagreement over policy, I recommend that the president be allowed to explain first to the board leadership and then to the full board the basis for his or her stance. If at the conclusion of these discussions, the president and the board remain at odds and the board and/or president choose to terminate the relationship, the decision will have been reached with full knowledge and, I would hope, with understanding and mutual respect.
- If the concern is about possible illegal activities, I recommend that the board chair and vice chair (and perhaps other key trustees) — after discussing their concerns with the president and giving the president an opportunity to respond — hire someone qualified to conduct, with the president’s knowledge, a confidential and discreet investigation.
- If there are claims of inappropriate presidential behavior, I again recommend that the board chair and vice chair discuss these claims with the president, again giving him or her an opportunity to respond and then if necessary hiring someone qualified to investigate.
I know of several situations in which a board has questioned a president's action or actions. In the most serious of these cases, when the board chair and vice chair informed the president about their concerns, the president admitted culpability and chose to resign, citing personal reasons. The board chairs quickly convened their boards to inform, in strictest confidence, the other trustees about what had taken place and why.
In at least two of the instances when the presidents admitted culpability, the board chairs nevertheless hired investigators so that they could be sure that they understood the full extent and implications of the inappropriate presidential behavior.
In another case, the president challenged the validity of the trustees' concerns. The board — with the president’s knowledge -- then hired an attorney with experience in higher education to investigate. The ensuing report documented that the trustees' concerns were well-founded and could be damaging to the institution over the longer term. The board and the president quickly came to an agreement that they would immediately announce the president’s plans to retire in eight months, at the end of the academic year.
Lesson # 3: Boards need expert public relations advice if they intend to make a presidential change that is unexpected or potentially controversial. In such circumstances, I recommend that the board give serious consideration to hiring a public relations firm with expertise in crisis management to determine how best to announce and explain the change in leadership.
Lesson #4: Boards that are confronted with a presidential transition (voluntary or involuntary) should collaborate if at all possible with the departing president on a press release and a communications strategy. They will also need to bring the person in charge of the public relations into the loop. It may be that the board and the president, in the interest of transparency, can agree to disclose the nature of the disagreement between them. On the other hand, if the disagreement was about a personnel matter or if disclosing the area of disagreement might in itself prove harmful to the institution, I believe that the less said, the better.
Ironically, former UVa President Robert O’Neil describes a very different experience more than two decades ago when, in his fourth year, he was told by some of the board members that they thought it was time for a change. Then, as he told a Charlottesville weekly, The Hook, in an interview, he was given the opportunity to meet individually with all board members and was the one to make the announcement in October 1989 that he would be leaving in December 1990 to take a new position. He also noted that he and his successor, John Casteen "agreed on a date to pass the baton“ and that their working together for nine months led to "a very orderly transition."
Lesson #5: The board chair should designate one person from the institution as spokesperson, whether that be the board chair, another trustee or a member of the administration. The board chair should, however, ask the press to work through the institution’s communications person in scheduling interviews.
At UVa, a great many people (including the provost, the chief operating officer, the outgoing chair of the Darden Business School Foundation and former administrators as well as members of the faculty) have been speaking to the press. Because these commentators did not have actual information about the reasons for the board decision and so were able to share only their own opinions and sometimes speculation about what had happened, some of their remarks had the unintended consequence of adding to the uncertainty surrounding the situation. Although I do not believe it appropriate (much less possible) for colleges and universities to try to silence the faculty, staff and students, the board and administration should literally speak with one voice.
Lesson #6: All board members need to adhere to the notion that personnel matters are confidential. Although I favor transparency when it is appropriate, Rector Dragas is right that personnel matters are confidential. Virginia’s sunshine laws, for example, permit a public body to "convene a closed executive session with a majority of the vote" for "discussions of employment, employment conditions, discipline and resignation of public employees." Virginia law does mandate that all votes be taken in open session, something that did not occur in the UVa case.
In my judgment, Rector Dragas erred not by maintaining confidentiality but by violating it. In both her written and oral comments, she implied that President Sullivan was not advancing an agenda on key issues facing the university. For example, in her June 10, 2012 email to the campus announcing the change, she wrote: "The board feels strongly and overwhelmingly that we need bold and proactive leadership on tackling the difficult issues that we face. The pace of change in higher education and in health care has accelerated greatly in the last two years. The board believes this environment calls for a much faster pace of change in administrative structure, in governance, in financial resource development and in resource prioritization and allocation. We do not believe we can even maintain our current standard under a model of incremental, marginal change. The world is simply moving too fast.” Yet, President Sullivan’s lengthy memorandum to the board in May provides considerable evidence to the contrary, specifically that she was in fact moving forward on a significant number of key issues.
Lesson #7: Before any public announcement is made about the presidential transition, the board should have developed and then should talk about the succession plan, particularly whether there is going to be an interim president and who that person will be along with a description in broad strokes of the search process.
UVa's board created unnecessary anxiety by announcing that the provost and the chief operating officer would "run" the University until the board appointed an interim president. Virginia Governor Robert F. McDonnell in a June 15, 2012 statement to The Washington Post — while announcing that he would not "meddle" in the affairs of the board — did push the board to make an immediate decision to name an interim president and move forward quickly with a search and a statement about the university’s future, using the word "promptly" three times in one sentence: "What I think, of course, is they need to promptly make a decision about an interim and promptly set up a very clear and transparent and open process about who will become the next president and they need to promptly engage the community, the faculty, and others ... to explain what the future of Virginia holds."
Lesson #8: Simultaneously with or immediately after making an announcement about a presidential transition, the board leadership should meet with the leaders of key constituencies: the faculty, the staff, the students and the alumni, to inform them of the decision, to explain the boundaries occasioned by confidentiality and to outline the search process going forward. Such an action would have avoided the sort of high drama about whether the Board of Visitors would meet with faculty leaders, drama that has been at the center of press coverage.
Lesson #9: When commenting on decisions of institutional significance, boards should keep their focus on the health and well-being of the institution rather than on themselves. I suspect that Rector Dragas did not earn sympathy for herself or for the board when she said in her June 10, 2012 meeting with the vice presidents and deans about the Sullivan presidency, "We wanted it to work as well. That certainly would have been easier on all of us."
Lesson #10: Appropriately, the student council at the University of Virginia articulated what in my judgment is the most important lesson to be learned: that boards need to model the core values of the institution. On June 15, 2012 the student council wrote to the Board of Visitors:
The University of Virginia has a long and storied history, one steeped with a strong sense of the values upon which it was founded. Above all else, we belong to an institution of honor and honesty, of openness and respect. And it is under these values that we deem the current state of information on President Sullivan’s departure wholly untenable. The University of Virginia community is entitled to more information… The University of Virginia Student Council, as both representatives and members of the student body, respectfully requests a full explanation of the events and circumstances surrounding the departure of President Teresa Sullivan. Throughout the history of our institution, every student has been called upon to uphold the values of the University of Virginia. We the students are now calling upon the Board of Visitors to do the same.
The University of Virginia is a great institution and one of this country’s treasures. Its talented faculty will continue to distinguish themselves as teachers and scholars. Its dedicated staff will continue to be committed to supporting the students and the faculty. The accomplished students will continue to learn. Its proud alumni will continue to have pride in their alma mater. Board members will turn over as governors continue to make new appointments.
As W.H. Auden made clear in his brilliant poem, "Musee des Beaux Artes," life does go on. And so one hopes that over time, the University of Virginia will once again most prominently be associated not with the actions of a few board members who forced the resignation of an admired president but with Mr. Jefferson’s belief: "An educated citizenry is a vital requisite for our survival as a free people."