What’s a Board to Do?

In second half of retreat, U.Va. board focuses on how to restructure and divide responsibility between board and president, with lessons that might be applicable to other boards.

August 17, 2012

RICHMOND, Va. -- For a board that faculty often criticized for acting as if it always knew best, the University of Virginia's Board of Visitors on Thursday spent a great deal of time on what it could learn from other institutions.

The board spent the majority of its annual two-day retreat here, listening to Terrence MacTaggart, a senior fellow at the Association of Governing Boards for Universities and Colleges and a former system head in two states, discuss the best practices of governing boards.

The discussion ranged over a variety of topics, including the pressures affecting public research universities, but kept coming back to two questions: how trustees should view their role in relation to other institutional stakeholders, and how board members could structure their committees to be most effective.

After U.Va.'s leadership controversy, and similar crises at Pennsylvania State University, the University of Texas at Austin, Texas A&M University, the University of Illinois system, and the University of Oregon, questions about shared governance and board structure at prominent public institutions have gained new urgency. Public university administrators are wrestling with dramatic changes in higher education -- significant decreases in state support, political and market constraints on raising tuition revenue, the growth of online education at elite institutions, and increased political pressure to measure student learning outcomes -- and wondering whether traditional structures can adequately address those issues.

But for all the controversies, there has been little actual reorganization of governance. The discussion about governance structure that began here this week will likely influence, and be influenced by, the university's concurrent strategic planning effort. It is a conversation that provide one of the first opportunities for an institution to thoroughly examine how to structure its leadership in the face of these new pressures.


When board members asked President Teresa Sullivan to resign in June, saying she had not moved quickly enough on dramatic curricular changes and other institutional reforms, faculty and community members criticized board members for overstepping their traditional role and not respecting the spheres of authority of other institutional decision-makers. Faculty members said they were upset about not being consulted in the process, and have since called for a greater voice in governance, including potentially a seat on the board.

While the faculty role in governance was not taken up at this week's meeting, one major question board members asked MacTaggart to discuss in his workshop was the proper division of authority between the president and the board.

MacTaggart broke down issues into four areas according to how much involvement they required from the board and the president. Some areas require little involvement of either, such as departmental curriculums. Some require a high level of trustee involvement and limited president involvement, such as the board’s selection of leadership. 

The areas where both should be highly involved included strategic planning and handling “big problems.” Bobbie G. Kilberg, president and CEO of the Northern Virginia Technology Council and one of the board’s new members, asked how board members and administrators would know when something rose to the level of a “big problem.”

Major conflicts, including the turmoil at U.Va. this summer, arise in part because the pressures facing universities can lead board members to change their opinions about which issues are most important.

Thirty years ago, many administrators and board members might have considered undergraduate curriculum to be a matter best reserved solely for academics. But as universities like U.Va. become more tuition-dependent and students make decisions based on which academic programs are available, those lines start to blur.

Board members said conversations about where authority should rest are complicated at the University of Virginia, where the board has historically been more involved and engaged than boards at other institutions. “There’s a fine line between engagement and micromanaging,” said George Keith Martin, a Richmond lawyer.

MacTaggart stressed that the trustee/board relationships should be collaborative. Boards should act as "thought partners" for the president and other senior administrators, he said. They should bring ideas to the table, raise tough questions about administrators' plans, and make difficult decisions, but in a way that welcomes criticism from the administration and other campus stakeholders. 



Steven C. Bahls, president of Augustana College in Illinois, who has written and spoken on shared governance, has also stressed the importance of communicating among campus stakeholders. All groups at the institution want to feel like they’re involved in discussions that could affect them, he argues, so establishing formal and informal structures for that kind of communication can go a long way to prevent conflict.

Standing Committees:

- Executive

- Buildings & Grounds

- Finance

- External Affairs

- Educational Policy

- Student Affairs & Athletics

- Audit & Compliance

- Medical Center Operating Board

- U.Va.'s College at Wise

Special Committees:

- Diversity

- Governance & Engagement

- Strategic Planning

- Ad Hoc Committee on AccessUVa


The other major question the board dealt with was how it should structure itself in order to best bring about change at the institution. The board has nine standing committees, three special committees and an ad hoc committee. 

According to an AGB survey from 2010, the average public doctoral university board had 5.5 standing committees.

Two of U.Va.’s special committees have been established since the new board was put in place in July: a strategic planning committee and a committee on governance and engagement. It will be up to that second special committee to take a hard look at the university’s governance structure over the next few months and possibly propose reforms.

Board members expressed frustration Thursday with the current set-up. In particular, they noted that the number of committees and the fact that members sat on multiple committees meant that committee meetings had to be sequential and short. 

At the board’s last meeting in May, nine committees met over the course of nine hours, with many of the meetings lasting only half an hour. Members said they said they spent their time listening to reports by university administrators without much opportunity to ask questions and discuss issues.

“The single largest complaint from trustees around the country is that they do more listening than talking,” MacTaggart said.

Linwood H. Rose, former president of James Madison University and one of the new board members, noted that a concurrent approach to meetings could help establish more trust among board members.  “Once the committee is established by the rector and others, we’ve got to be able to trust those members to do the deep dives and more careful analysis than we as a whole are able to do,” he said.

Sullivan also noted that giving committees more time to delve into issues and ask questions would help establish trust between the board and administrators. “I think it has been a problem that leads to suspicions that the university administration is trying to run around you,” she said.

One of the major points of tension during the university’s leadership controversy this summer was that the board criticized Sullivan for not addressing issues that university administrators were in fact addressing. One reason Helen Dragas, at the time board chair, highlighted for seeking new leadership was that the university was not doing enough to address changes in the online course landscape. A month after the board reinstated Sullivan, the university revealed that it had been in talks with Coursera, one of the new massive open online course platforms, all along.

Leonard W. Sandridge, who served as a senior U.Va. administrator from 1990 to 2011 and was appointed by the governor in July as a senior adviser to the board, noted that the structure of the board meetings has oscillated between concurrent and sequential committee meetings.

Dragas noted that any reform is likely to leave some members unhappy, or all members unhappy about certain things. “We’re all going to have to give up some of the things we like now,” she said.

One of the major issues the board will have to iron out over the next few months is how to balance the reorganization of the board’s structure with a strategic planning effort it will also engage in over the next year. "The strategic planning discussion might point us to the future of what this enterprise is going to look like and tell us what are the targets," said John L. Nau, a board member and president and CEO of Silver Eagle Distributors. "That could have an effect on how we structure the committees."


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