Despite facing new legislative threats from the U.S. Senate and AU's Student Government, AU's board of trustees unanimously adopted a plan of governance overhaul last month, including a decision to add two non-voting faculty trustees, one non-voting student trustee and one recent graduate with full voting rights to the board.
The unanimous adoption of the reforms, which were proposed to the board by its Governance Committee in a 30-page document, came after more than six months of intensive review and discussion with campus constituencies and outside experts. The leaders of the Student Bar Association, the Graduate Leadership Council and the undergraduate Student Government will be working together to appoint a student trustee that all three bodies agree upon, according to Student Government President Ashley Mushnick.
Former chairman of the Faculty Senate, Tony Ahrens, said he predicts the question of appointing the two faculty trustees to be taken up in September. The Faculty Senate had originally proposed three non-voting trustees, which would be the chair, former chair and vice-chair of the body. Since the board only approved two of the seats, Ahrens said he is unsure how the two trustees will be selected.
AU board of trustees Chairman Gary Abramson said the governance overhaul was the result of "the most comprehensive review of governance in the history of American University." The board has promised to use the same principles of inclusiveness and transparency in the process of selecting a permanent president, set to begin in late summer or early fall.
AU's former president, Benjamin Ladner, was removed from office last October after a prolonged investigation into his alleged misuse of university funds, which polarized AU's campus and provoked student demonstrations demanding Ladner's ouster and reorganization of university governance. Ladner formerly severed ties with the university two weeks later when the board voted to grant him a $3.7 million severance package, which many AU students and faculty thought of as an exorbitant "golden parachute" that Ladner did not deserve, as The Eagle previously reported.
A congressional investigation into the board's activities became more heated the day before the board met when two trustees received a letter from Senator Charles Grassley, R-Iowa, chairman of the Senate Finance Committee. Grassley's letter expressed his continued discontent with the board's actions and warned the trustees he is considering proposing legislation to change AU's governance.
Grassley gave the board a 10-day deadline to turn over additional documents and information to the Finance Committee. Because a congressional charter created AU, university governance falls under Congress's ultimate jurisdiction.
In a letter sent to Grassley's office May 31, several days after the deadline, Abramson and board Vice-Chairman Tom Gottschalk defended the documentation that has already been handed over to the Senate, stating that over 10,000 pages of materials have been given to the Finance Committee. A limited number of further documents protected by attorney-client privilege will not be released to the Senate committee, following the advice of the University's general counsel, as well as outside legal counsel, according to the letter.
The board's leadership also addressed Grassley's legislative threat in this most recent letter, stating that the board "[does] not request or recommend any charter amendments, and respectfully suggest that none are necessary under these circumstances."
In addition to congressional pressure on the board, trustees also faced demands from student representatives and the Faculty Senate during the board's meetings on May 18-19. These voices led the board to approve the addition of three faculty members and one current student as non-voting trustees.
Mushnick said student representatives engaged in a series of "heated discussions" leading up to the board meeting, regarding the alleged inequity of not allowing the same amount of students as faculty to sit on the board. The student leaders also expressed their unified dissatisfaction with certain clauses that could be invoked to keep the student trustee out of critical discussions.
As a compromise, the board decided to include one recent graduate of AU as an independent, voting board member. The recent graduate trustee, who will be nominated by Mushnick and confirmed by the Trusteeship Committee, must have graduated within the past three to five years.
Governance Committee co-Chair Jeff Sine characterized the debates, in this and other issues, as "vigorous and, I think, soul-searching," adding that the board took care to listen "very hard and very long" to the input of students and faculty. According to a 2004 study by the Association of Governing Boards of Universities and Colleges, only 15 percent of independent universities in the U.S. have faculty and student trustees on their boards, but AU student leaders had stood by the idea that anything less than student representation was unacceptable, since the rallying cry for reform has centered upon student inclusiveness since the Ladner scandal first broke. Attempts to contact members of Students for a New AU, the most vocal student group during the scandal last fall, for comment on the reforms were unsuccessful.
The board also elected seven new voting trustees last week, bringing the total up to the 25-member minimum acceptable in the board's bylaws. Of the new trustees, four are AU alumni, two are former college presidents, one is a former AU student government president and one is a former director of the Peace Corps.
As part of the reform process, these new trustees will undergo a "New Trustee Orientation," which was proposed by the Faculty Senate. The governance document also laid out 12 commitments to AU that all trustees must adhere to, as well as a strengthened performance assessment process for trustees seeking term renewal.
The board also now maintains a Web page on the university's Web site, located at www.american.edu/trustees, where policy updates and reports by board committees are located. The 12 commitments and full report of the Special Committee on Governance are available there for viewing.
Gottschalk said the board expects to add more trustees in the near future, with a goal of increasing membership to between 30 and 35 trustees.
Mushnick echoed the need for this expansion of the board. "[It's] really important to students that the board of trustees gets a breath of new life," Mushnick said. "As we know from last fall, the people on the board did not have their priorities straight when they gave Ben Ladner that outrageous compensation package."
A significant majority of the current trustees voted in favor of the compensation package for Ladner, which Senator Grassley has cited as additional proof that of the board's irresponsibility. Gottschalk, who was acting chair of the board in October when the scandal was at its peak, said the settlement was felt to be in the best interest of the community at the time and that trustees had acted in good conscience.
Tom Ingram, the president emeritus of the Association of Governing Boards of Universities and Colleges and one of the AU board's consultants, commended the board's reforms, saying they "go beyond what was probably necessary to begin the healing process at the university and to restore trust." The deans and members of the Faculty Senate released statements of support for the board's reforms and commended the trustees for their "consultative approach." The board adopted the recommendations by the deans and Faculty Senate that the president should be a non-voting member of the board and should face a comprehensive performance evaluation every three years, with interim reviews conducted annually. "We really do feel like we're at a new day for American University," Sine said.
At a June 9 follow-up board meeting, the trustees completed the reform process with revisions to the bylaws and the adoption of policies regarding whistleblowers and trustee conflicts of interest, according to an e-mail statement released to the AU community by Abramson.
The whistleblower policy will protect future good-faith information "leakers" against retaliation. The Ladner scandal began when one of Ladner's employees, recently revealed to be former chauffer Reginald Green, sent anonymous letters to trustees, The Washington Post and student government members, the D.C. Examiner reported on May 1.
