Links, letters, and lots of thoughts from a rabble rouser at AU. All the information one could humanly find on the situation at American University is posted here. Get informed and get involved.

Wednesday, November 30, 2005

Open Letter #3: The Plan

An Open Letter to the American University Community

In an Eagle editorial, Chris Hunter took us to task for not outlining "a clear path for resuscitating the University." It was not our intention to leave the AU Community in the lurch but to express our complete disgust for the majority of the Board’s lack of adherence to the basic tenants of good governance. Mr. Hunter chided us for limiting our open letters to the University community to setting the record straight and correcting misstatements by members of the ad hoc committee. The article called on us to put forth our program for change.

Here it is.

1. Remove all 13 members of the ad hoc committee from the Board. It is for good reason that the faculty and the students have no confidence in them. Over the last year, they have demonstrated an unmistakable record of putting the interests of Ben Ladner above those of the University. Only members of the ad hoc committee voted to give Ladner a salary raise even though the Board's outside advisors recommended to the contrary. Only members of the ad hoc committee favored bringing Ben Ladner back as President with an $80,000 to $100,000 salary for his wife and reinstating the chef and social secretary. Only members of the ad hoc committee took the lead in overruling the severance negotiation committee and raising the dismissal package so that Ladner would have his back taxes and reimbursement obligation covered out of the University’s own funds. It was the ad hoc committee which turned the golden parachute into platinum.

Keep all other remaining Board members. Although we disagree with their voting in favor of a severance package, we do not question their loyalty to American University. We believe their decisions on severance and discharge were wrong; but we also believe that they have mostly put their fiduciary duty to the University first and foremost.

Remove the President from the Board. Develop a program for selecting Trustees that will include the input and participation of the President, the faculty, the students and the alumni.

2. The delay of formal changes in governance to May, 2006 by the current Board is a sham. This stall tactic is an attempt to have the proactive students graduate and the faculty and alumni lose interest or hope. Therefore, immediately begin open forums on the 14 point plan (a copy of which is attached) for improved governance developed by Leslie Bains and, after consultation with all constituencies, implement a final plan within 60 days. Schedule 4 Board meetings a year, with the spring meeting a "retreat" involving students and faculty. While the Bains plan is discussed, take immediate action to make all Committee and Board meetings more open and their actions more public.

3. Once the Board governance plan has been approved, begin discussions with all concerned groups on improving the governance of the University at all levels. The faculty, student and alumni organizations should have rules of governance that mesh with and complement those of the Board. There should be an interwoven fabric of governance that brings together cohesively all interest groups.

4. As under George Collins and Leslie Bains, insure that the Compensation Committee has members and most specifically a Chairman who are well versed in compensation issues. Continue having the Committee use outside advisors. We were quite pleased with the work of Arnold&Porter and Mercer&Associates and would urge their continued retention. As the search for a new President goes on, the Compensation Committee should be involved in setting the parameters of any compensation proposals. The Committee should also undertake a long overdue review of the salaries of all senior administrators to assure the Board that the salaries are fair, reasonable and consistent with the University's salaries for the faculty and staff. The University has limited resources and thus must assure itself that it has properly set compensation at all levels.

5. Likewise, the Board needs a strong Audit Committee, similar to that which conducted the investigation of the Ladners’ spending and underreporting of imputed income. It should be chaired by a member with audit and accounting experience who has no strong personal or emotional ties to the President. The President’s expenses should be reviewed annually. The Committee should also be allowed to hire, as needed, outside advisors. It should immediately begin a thorough analysis of University procedures so as to assure the Board that improper expenses will no longer slip through the cracks or, even worse, be countenanced. Over the past six months, several anonymous letters have been received outlining alleged abuses in procurement, hiring of contractors, etc.

6. Begin immediately the search for a new President. Now more than ever, the University needs new leadership. As various deans have repeatedly commented, an ethical cloud hangs over the University. The selection of a new President will go far to remove this impediment. The Search Committee should be composed of Board members, faculty, deans, students, alumni, and staff. We would also add to the Search Committee, as advisors, outsiders who can give a unique and varied perspective. The new President should work with the Board to ensure that they do annual reviews and evaluations of the key members of the Administration.

7. Co-operate fully with the Grassley investigation.

8. Disavow and recover the severance package paid to Ladner. Make it a matter of University record that the 1997 contract written and signed by Ladner and former chairman Bill Jacobs is invalid and that the University had ample reason to discharge Ladner for cause. If this means litigation, do not shy from it, but embrace it. Litigation may not be the easy way, but, if required, the right way. We have a principle to uphold which quite simply is that American University does not reward improper behavior. We must make it clear that there is a cost to breaching one's loyalty to the University.

9. We are prepared to return to the Board and work to make this program successful, but only if there is substantial agreement among the faculty and students that we should serve and only if the 13 members of the ad hoc committee are removed..

This program is only a beginning. It is neither definitive nor final. But it is plan that can have immediate positive results. We welcome comments.

Sincerely,

Leslie E. Bains, Former Chair of the Board of Trustees

George J. Collins, Former Chair of the Board of Trustees

Leonard R. Jaskol, Former Chair of the Audit Committee

Paul Martin Wolff, Former Trustee
An Open Letter to the American University Community
September 30, 2005

Since assuming the Chair of the Board of Trustees in May, I have spent much time with all the Trustees discussing changes in how the Trustees operate and in a reform agenda for the campus.

I propose this to the community as a proud 1965 American University graduate who wants to see our great University continue to grow into one of the leading higher institutions of learning in the country, and be a campus that is leading a reform movement not just here, but setting new standards across the country.

Having participated in an extraordinary, indeed historic, set of meetings on Wednesday with leaders from the American University community, I am more convinced than ever that the University is capable of playing this leadership role.

I am proposing a 14-point reform agenda and I encourage members of the AU community to let me know their thoughts as the Board considers these changes. My plan is:

1) We will encourage and institutionalize more Board interaction with the community. I will host a series of town meetings on campus during the academic year inviting other Trustees and the University President to join those meetings. The aim is to encourage a free flow of ideas and debate over the direction AU should take.

2) I will propose to the Board of Trustees that we should add one student to the Board.

3) I will propose to the Board of Trustees that we should add one faculty member to the Board.

4) I will propose to the Board that we increase from three to four Board meetings a year.

5) I will set up a Committee to rapidly update the Board Bylaws and make them more consistent with 21st Century practices.

6) I will propose that the Board adopt a Bylaw that revokes Board membership from any Trustee who misses more than two meetings in a year without an excused absence. Except for the faculty and student members, each Trustee should be a contributor to the University relative to their own means.

7) I will propose reinforcing the University’s existing spending controls, annual audits of senior Officers of the University, with clear guidelines for spending and travel costs, especially in the office of the President. The Audit Committee Chairman has already put in place new financial controls. We need to do even more.

8) We will continue to formally evaluate the President’s salary and benefits in line with the appropriate comparisons and institute a more rigorous annual performance review.

9) There will continue to be zero tolerance at all levels of the University for financial or ethical lapses.

10) I propose that the Board of Trustees consciously focus on the need for greater diversity on the Board to reflect the diversity on campus and our values.

11) I have already established breakfasts and a luncheon with the Deans, appropriate members of the faculty and our student leaders for the November Board meeting. This will become a regular practice.

12) The President will not be a member of the Board of Trustees but will come to our meetings as appropriate.

13) We will reinforce the whistleblower policy at the University.

14) We will assure that Code of Conduct and Conflict of Interest statements are signed by all Trustees and appropriate members of management annually.

At the November Board meeting, I will encourage our Trustees to adopt these changes as soon as possible.

This is a truly outstanding university. We attract top faculty, students who become leaders of our country and in the various professions, staff that proudly does its work every day. We have a loyal group of alumni and donors without whom this university could not exist.

The time has come – and is long overdue – for more and better communication on this campus.

I welcome any and all suggestions from anyone associated with this university.

I look forward to working with the Board of Trustees and the American University community to advance the institution’s important mission.

Sincerely,

Leslie E. Bains
Chair, Board of Trustees
American University

Open Letter #3: The Plan

An Open Letter to the American University Community

In an Eagle editorial, Chris Hunter took us to task for not outlining "a clear path for resuscitating the University." It was not our intention to leave the AU Community in the lurch but to express our complete disgust for the majority of the Board’s lack of adherence to the basic tenants of good governance. Mr. Hunter chided us for limiting our open letters to the University community to setting the record straight and correcting misstatements by members of the ad hoc committee. The article called on us to put forth our program for change.

Here it is.

1. Remove all 13 members of the ad hoc committee from the Board. It is for good reason that the faculty and the students have no confidence in them. Over the last year, they have demonstrated an unmistakable record of putting the interests of Ben Ladner above those of the University. Only members of the ad hoc committee voted to give Ladner a salary raise even though the Board's outside advisors recommended to the contrary. Only members of the ad hoc committee favored bringing Ben Ladner back as President with an $80,000 to $100,000 salary for his wife and reinstating the chef and social secretary. Only members of the ad hoc committee took the lead in overruling the severance negotiation committee and raising the dismissal package so that Ladner would have his back taxes and reimbursement obligation covered out of the University’s own funds. It was the ad hoc committee which turned the golden parachute into platinum.

Keep all other remaining Board members. Although we disagree with their voting in favor of a severance package, we do not question their loyalty to American University. We believe their decisions on severance and discharge were wrong; but we also believe that they have mostly put their fiduciary duty to the University first and foremost.

Remove the President from the Board. Develop a program for selecting Trustees that will include the input and participation of the President, the faculty, the students and the alumni.

2. The delay of formal changes in governance to May, 2006 by the current Board is a sham. This stall tactic is an attempt to have the proactive students graduate and the faculty and alumni lose interest or hope. Therefore, immediately begin open forums on the 14 point plan (a copy of which is attached) for improved governance developed by Leslie Bains and, after consultation with all constituencies, implement a final plan within 60 days. Schedule 4 Board meetings a year, with the spring meeting a "retreat" involving students and faculty. While the Bains plan is discussed, take immediate action to make all Committee and Board meetings more open and their actions more public.

3. Once the Board governance plan has been approved, begin discussions with all concerned groups on improving the governance of the University at all levels. The faculty, student and alumni organizations should have rules of governance that mesh with and complement those of the Board. There should be an interwoven fabric of governance that brings together cohesively all interest groups.

4. As under George Collins and Leslie Bains, insure that the Compensation Committee has members and most specifically a Chairman who are well versed in compensation issues. Continue having the Committee use outside advisors. We were quite pleased with the work of Arnold&Porter and Mercer&Associates and would urge their continued retention. As the search for a new President goes on, the Compensation Committee should be involved in setting the parameters of any compensation proposals. The Committee should also undertake a long overdue review of the salaries of all senior administrators to assure the Board that the salaries are fair, reasonable and consistent with the University's salaries for the faculty and staff. The University has limited resources and thus must assure itself that it has properly set compensation at all levels.

5. Likewise, the Board needs a strong Audit Committee, similar to that which conducted the investigation of the Ladners’ spending and underreporting of imputed income. It should be chaired by a member with audit and accounting experience who has no strong personal or emotional ties to the President. The President’s expenses should be reviewed annually. The Committee should also be allowed to hire, as needed, outside advisors. It should immediately begin a thorough analysis of University procedures so as to assure the Board that improper expenses will no longer slip through the cracks or, even worse, be countenanced. Over the past six months, several anonymous letters have been received outlining alleged abuses in procurement, hiring of contractors, etc.

6. Begin immediately the search for a new President. Now more than ever, the University needs new leadership. As various deans have repeatedly commented, an ethical cloud hangs over the University. The selection of a new President will go far to remove this impediment. The Search Committee should be composed of Board members, faculty, deans, students, alumni, and staff. We would also add to the Search Committee, as advisors, outsiders who can give a unique and varied perspective. The new President should work with the Board to ensure that they do annual reviews and evaluations of the key members of the Administration.

7. Co-operate fully with the Grassley investigation.

8. Disavow and recover the severance package paid to Ladner. Make it a matter of University record that the 1997 contract written and signed by Ladner and former chairman Bill Jacobs is invalid and that the University had ample reason to discharge Ladner for cause. If this means litigation, do not shy from it, but embrace it. Litigation may not be the easy way, but, if required, the right way. We have a principle to uphold which quite simply is that American University does not reward improper behavior. We must make it clear that there is a cost to breaching one's loyalty to the University.

9. We are prepared to return to the Board and work to make this program successful, but only if there is substantial agreement among the faculty and students that we should serve and only if the 13 members of the ad hoc committee are removed..

This program is only a beginning. It is neither definitive nor final. But it is plan that can have immediate positive results. We welcome comments.

Sincerely,

Leslie E. Bains, Former Chair of the Board of Trustees

George J. Collins, Former Chair of the Board of Trustees

Leonard R. Jaskol, Former Chair of the Audit Committee

Paul Martin Wolff, Former Trustee

Monday, November 28, 2005

Back from Break

I apologize for the lack of posts... I hope that everyone had a great Thanksgiving (and for you AU community members, that you took some time off and enjoyed break).

I'll have some things to post soon. In the meantime, I have to get to bed because I have class at 8:30.

Thursday, November 17, 2005

Board "report"

Up at the AU governance website. I'll let you all draw your own conclusions.

American University Board of Trustees
Report of the Fall 2005 Meeting
November 10-11, 2005

Opening Statement

In the spirit of good governance and openness, the Board of Trustees leadership is working with the AU administration to make available information on the trustees meetings that took place on campus November 10 and 11. Presuming this information will be helpful and well received, we intend to continue to do this into the future. These meeting summaries and other trustee information will be posted at the new governance Web site, as well as on the president’s own Web page.

Committee Activities

Much of the research and general business of the Board of Trustees take place in the work of the board’s standing and ad hoc committees. Campus representatives participate in the general sessions of some of the committees’ meetings, including meetings of the Academic Affairs, Campus Life, Finance and Investment, and Campaign Steering and Development Committees. At the regular board meetings, the chairs of the various committees report out to the full board and may include recommendations for the board to approve various resolutions and policies affecting the operations of the university. On Thursday, November 10, 2005, several standing committees met:

  • Audit Committee – Chaired by trustee and AU alumnus Charlie Lydecker, the committee reviewed the report of the university’s external auditor, KPMG, on the university’s financial statements for academic years 2003-2004 and 2004-2005 and discussed ongoing validation and testing of internal financial and management controls. In addition, the committee decided that the president’s expenses and those of other executives will be regularly reviewed.
  • Trusteeship Committee – Chaired by trustee and vice chair Tom Gottschalk, the committee discussed the composition and leadership for the next two-year term (2005-2007) of the board’s standing and ad hoc committees. Of particular note was the committee’s goal of having a more diversified board and discussion of trustees’ responsibilities.
  • Finance and Investment Committee – Chaired by trustee and AU alumnus Gary Cohn, managing director and co-head of the Equities Division of Goldman Sachs & Co., the committee considered the mid-year report on budget and capital refinancing.
  • Academic Affairs Committee – Chaired by Bishop John Schol, the committee discussed the acting provost’s report in general session and heard from the student representatives to the board from the Student Government and Graduate Leadership Council about their opposition to the proposed change to the Faculty Manual regarding voting members of the schools’ and colleges’ rank and tenure committees.
  • Campus Life Committee – Chaired by trustee and AU alumna Pamela Deese, the committee focused mainly on the annual presentation of a set of campus “metrics,” which were prepared by vice president of campus life Gail Hanson and her staff and by Karen Froslid-Jones, director of the university’s Office of Institutional Research and Assessment. As part of the discussion on the presentation, the committee reviewed the 2004 Freshman Census, 2005 Graduation Census, and 2005 Campus Climate Survey.
  • Campaign Steering Committee – Board chairman Gary Abramson led the discussion. Vice president of university relations Al Checcio updated the committee on the progress of AnewAU, the university’s capital campaign. Since the campaign was announced in 2003, AU has received to date approximately $109 million in gifts and pledges toward a total goal of $200 million. In addition, the number of alumni participating in the campaign has increased 14 percent over the same time last year. The committee discussed the resignation of Mr. Checcio, effective January 1, and the organization and management of the office following his departure.

Full Board Meeting

On Friday, November 11, 2005, the board held its regular fall meeting in the Board Room on the sixth floor of Butler Pavilion. Eighteen (17 in person and 1 person by phone) of the board’s 20 trustees and representatives from all six of the campus constituencies (undergraduate, graduate and law students, and faculty, staff and alumni) participated in the general session.

Report of the Chair – New board chairman Gary M. Abramson welcomed the other trustees, the interim president Neil Kerwin, the university’s vice presidents, and the six campus representatives (Professor Tony Ahrens, chair of the Faculty Senate; Kyle Taylor, president, Student Government; Peter Brusoe, executive director, Graduate Leadership Council; Adam Cohen, president, Student Bar Association; Robin Beads, president of the Staff Council; and Margot Herron, representative of the Alumni Association). In his opening remarks, Mr. Abramson thanked the AU community for its loyalty, its concern for the university’s progress, and its offers to assist the board in its efforts to return the university to stability and further growth.

Report of the Trusteeship Committee –Following the board’s discussion of Thursday’s Trusteeship Committee meeting, the full board approved new committee memberships and leaders for 2005-2007. Committee chair Thomas Gottschalk noted that the Trusteeship Committee will work in conjunction with the board’s Governance Committee (see below) to make recommendations for committee charters and defining board committee roles and functions and will present them to the full board at its winter 2006 meeting.

Committee chairs for the 2005-2007 term are as follows: Academic Affairs – Bishop John Schol; Athletics – Jack Cassell; Audit – Charles Lydecker; Campaign Steering and Development – Gary Abramson and Gary Cohn, co-chairs; Campus Life – Pamela Deese; Compensation – Gary Abramson; Finance and Investment – Gary Cohn; International Affairs – Jeffrey Sine; and Trusteeship – Thomas Gottschalk.

Report of the Special Committee on Governance – Chaired by trustee and AU alumna Pamela Deese, the board’s Special Committee on Governance updated the full board on its activities since being appointed in late October. The committee –whose other members are AU alumnus and board chairman Gary Abramson, AU alumna Regina Muehlhauser, Bishop John Schol of the Baltimore-Washington Conference of the United Methodist Church, and AU alumnus Jeffrey Sine – has requested consultancy proposals from the American Council on Trustees and Alumni’s (ACTA’s) Institute for Effective Governance, the Association of Governing Boards of Universities and Colleges (AGB), and the National Association of Corporate Directors (NACD) to consult with the committee to fulfill its charter.

The committee’s charter is “to evaluate board governance and make recommendations to the full board for improvements in such governance to enable the board to more fully and effectively meet its fiduciary responsibilities to the university.” The board directed the committee to consult with university constituencies, other universities, and appropriate consultants to inform its perspective and to otherwise contribute to its work and eventual recommendations.

In addition to describing the committee’s work with consultant organizations, Trustee Deese informed the board of the committee’s timeline for its activities:

  • Mid-November to mid-December 2005 – determine which consultant(s) to retain.
  • January to mid-February 2006 – conduct a formal self-assessment of the board under the direction of the consultant(s).
  • Mid-February 2006 board meeting – make its preliminary report to the board.
  • End of February through March 2006 – conduct extensive and inclusive consultations with the university community, including the university-wide Working Group on Governance, the Faculty Senate’s ad hoc Committee on Governance, the ad hoc University-wide Student Task Force on Reformation of University Governance, and whichever consultant is selected.
  • May 19, 2006 board meeting – make final recommendations to the board.

Report of the Special Committee on the Presidential Search Process –Chaired by AU alumnus Matthew Pittinsky, the board’s Special Committee on the Presidential Search Process is composed of AU alumnus Jack Cassell, The Rev. Jerome King Del Pino, the general secretary of the General Board of Higher Education and Ministry of the United Methodist Church, and AU alumna Robyn Mathias. The committee’s charter from the board directs it: “to involve American University students, faculty, donors, alumni, and other trustees in establishing a process for identifying a new university president, and to recommend to the Board of Trustees such an inclusive and informed search process as to ensure the best possible leadership for the future of the university.” At the November 11 meeting, Mr. Pittinsky made the committee’s first report to the b oard, following several meetings the previous week with the university’s deans and representatives from the university’s Faculty Senate, student leadership, and Staff Council. Based on the committee’s report, the board decided to schedule the kick-off of an inclusive presidential search process no earlier than June 2006, after the end of the academic year, so that the board can focus on governance changes that will help it attract the best possible candidate and ensure that important lessons from recent events have been learned. In the meantime, no solicitation or appointment of a candidate will be made outside of a committee-based search process.

Report of the Standing Committees –In addition to the board meeting’s general session, the campus representatives also participated in several of the standing committee meeting general sessions. The committee chairs reported to the board on each committee’s general session. Bishop John Schol, the chair of the Academic Affairs Committee, reported on the committee’s discussion of Interim Provost Ivy Broder’s report and asked her to highlight for the full board some of the university’s academic achievements since the May board meeting. Following that report, the committee asked student representatives to speak about their opposition to the Faculty Senate’s proposal to amend the Faculty Manual and end voting membership positions for students on the schools’ and colleges’ rank and tenure committees.

As was reported in the summary of the Campus Life Committee’s Thursday meeting, the chair, Pam Deese, asked vice president of campus life Gail Hanson and director of institutional research and assessment Karen Froslid-Jones to summarize their findings from the “campus metrics,” the results of the 2004 Freshman Survey, the 2005 Graduation Survey, and the 2005 Campus Climate Survey.

Mr. Abramson, the chair of the Campaign Steering and Development Committee, reported on the Thursday committee meeting and presented some of the highlights of its discussion. The “Campaign for AnewAU” will continue as a university priority. As part of the committee’s review of the capital campaign’s performance, Mr. Abramson spoke about the successful leadership and recent resignation of vice president of university relations Al Checcio, who will take a similar position at Fordham University. In light of Vice President Checcio’s significant contributions to the work of the Office of University Relations and the current success of the university’s capital campaign, the board approved a formal resolution of appreciation of Mr. Checcio’s achievements and wished him well in his next role.

Reports of the President, Provost, Vice Presidents, and Campus Representatives – The materials the president sends to the board to prepare for its meeting includes reports from the president, provost, vice presidents, and the six campus representatives. These reports inform the trustees about significant events and achievements since the board’s last regular meeting (May 2005) and present to the board the issues and concerns affecting the university’s offices and representative organizations. The reports also provide material for comment and discussion during the general session. Later this month, these reports will be made available on the university’s governance Web site, www.american.edu/governance .

Another item that will be accessible from the AU governance Web site is the report of the ad hoc University-wide Student Task Force on Reformation of University Governance. Among the committee’s recommendations are to:

  • Add three students and three faculty to the Board of Trustees as voting members;
  • Remove the president as an ex-officio member of the board;
  • Increase the number of annual regular board meetings from three to four.

Executive Session

The board met in executive session following the open meeting.

Other Board Activities

  • Town Meeting – On Thursday, November 10, six trustees (David Carmen, Jack Cassell, Pamela Deese, Robyn Mathias, Matthew Pittinsky, and Bishop John Schol) held a town hall meeting with close to 200 students, faculty, and staff in attendance. The meeting was co-hosted by Matt Pittinsky and Student Government president Kyle Taylor. The gathering prompted a straight-forward exchange between trustees and the campus community on the events of recent weeks. The topics discussed included the settlement agreement; the various campus petitions and “no confidence” votes; the presidential search; future governance, oversight, and changes to the board; openness, inclusion, and communication; the Senate Finance inquiry; and others.
  • Breakfast for Student Leaders – On Friday morning, November 11, the board hosted a breakfast for approximately 40 undergraduate, graduate, and law student leaders.
  • Post-Board Meeting Sessions with Students –After the formal board meeting concluded, vice chair Thomas Gottschalk met with approximately 20 students who had assembled outside of the board room to voice their concerns. Mr. Gottschalk summarized some of the board activity from the day, reviewed the recent chain of events and answered student questions. In addition, chairman Gary Abramson and Interim President Neil Kerwin met with reporters from the Eagle and the American Weekly to summarize the board meeting.

Conclusion

I hope that you find this summary to be both informative and helpful. You can provide comments and suggestions to trustee leadership at aubot@american.eduand to the AU interim president at president@american.edu.

Gary Abramson
Chairman, Board of Trustees

Wednesday, November 16, 2005

Hm.

It's not online, so generally I would just link, but I'm going to repost it in its entirety, since you can't read it unless you grab an Examiner today! Check out the very very interesting comments from Carmen. Someone is scared...

By MIKE RUPERT
Examiner Staff Writer
Four former American University trustees who resigned amid the investigation into ex-school president Benjamin Ladner said in an open letter Tuesday that the current board is disseminating “inaccurate” and “flat-out false” information about what happened behind closed doors this summer.
The trustees — former board chairwoman Leslie Bains, George Collins, Leonard Jaskol and Paul Wolff — said assertions that the ad hoc committee of 13 pro-Ladner trustees, dubbed the “Gang of 13,” never existed are completely false and that the “gang” tried to negotiate a quick reinstatement of Ladner before the students or faculty could voice their opinions.
Current trustee David Carmen, considered the leader of the “gang,” said he feels the former trustees’ letter is “sad.”
“The writers of this letter seem intent on sowing dissent, squandering university resources and misleading the public about the matters of the last few months,” Carmen told The Examiner on Tuesday. “Each of these individuals chose to continue to pursue their personal agendas and remove themselves from the fray rather than make the tough choices needed to chart a new, positive course for American University.”
The four trustees said that early in the investigation, the larger group repeatedly attempted to “cut back” the audit process from three years to one and consistently tried to gain complete control of negotiations.
Trustee Matthew Pittinsky, who organized a town hall meeting with students last Thursday, said the group never existed.
“The idea that the board was split with factions — that their even was a group of 13 trustees who acted as a block — is false,” said Pittinsky. “I personally watched all trustees vote their conscience, change their mind over time, agree and then disagree with certain colleagues, etcetera.”
The letter states the group routinely sent e-mails under the title “ad hoc committee” and listed 13 members.
The letter also disputes statements that the report by the board’s Audit Committee was accepted “without reservations.”
“This statement is completely and absolutely reckless and bears no relationship to the truth,” the letter states. “[The] effort is marked by repeated efforts by various board members to curtail its effort and ultimately to dilute its conclusions — all in ways that only benefited Ben Ladner.”
mrupert@dcexaminer.com
-----
Turmoil continues at AU
- Four former trustees sent a second open letter to the AU community.
- The letter states current trustees are trying to bury the truth.
- Current trustee David Carmen called the Ladner drama “a reign of terror in the board room.”
- Carmen said former board chairwoman Leslie Bains refused to share audit information for months.



___________________

Now that's funny. Because they pretty much say the same thing about you, Mr. Carmen. And funnily enough, they actually have the record to BACK that statement, unlike you.

Tuesday, November 15, 2005

Questions?

By the way guys, if anyone has questions on the letter from the 4 former trustees posted below, esp. on some of the more specific stuff, please comment and I'll do my best to answer it. I should be able to answer most of the specific questions you guys could come up with.

My personal stance on the letter? These 4... they're the ones who are looking out for us, and they're the ones telling the truth. I wouldn't trust the current board or its members further than I could throw them (and for those of you who haven't seen my pathetic, puny arm muscles, let me tell you, it's about an inch).

I bet we'll get another weak rebuttal about moving on and the wonderful future the BOT can provide all us students who pay $40K a year... don't buy it. No confidence in this BOT means we don't trust them. They have been reactive, not proactive. We have the jump on them. They think they can outlast us on this. We have to show them that is not the case!

An Open Letter (#2)

An Open Letter to the American University Community


We write again to set the record straight. Both in the press and "town hall" meeting with the students, statements were made that were far from accurate and in certain instances flat-out false. It is important that you know the truth.

The Ad Hoc Committee

It was repeatedly stated that there was no group, no faction of the Board. A Trustee went so far as to call the idea of a group "a myth." The facts speak differently. The name ad hoc committee was created by its members. They sent e-mails to other Board members under this title and identified in their mailings who made up the committee. They are Gary Abramson, David Carmen, Jack Cassell, Pam Deese, Jerome Del Pino, Fuad El-Hibri, Hani Farsi, Charles Lydecker, Robyn Mathias, Regina Muehlhauser, John Petty, Bob Pincus, and Jeff Sine. At the "town hall" meeting, it was further stated that there had been no relationship with Ladner by any group of board members. To the contrary, some or all of them met with Ladner after he was suspended and negotiated his return. The terms included the reinstatement of the chef and the social secretary and, a new benefit, a salary for Nancy Ladner of $80,000 - $100,000, a level attained by only a few faculty members. They also called for a review of Ladner’s compensation within the year. Jeff Sine further negotiated a reduction in reimbursements to the University of $21,000 and not the $125,000 recommended by the Audit Committee. They agreed with Ladner not to enforce the imputed income amount set by the Audit Committee, but rather to have it negotiated between them and a third party. They attempted (luckily unsuccessfully) to call a special board meeting and pass their proposal before either the students or the faculty had an opportunity to express their views on Ladner's return.

The 2005 Salary Negotiations with Ladner

David Carmen, the leader of the ad hoc group stated he had been concerned about not paying Ladner above his peer group and that reducing Ladner's salary was the "right thing to do." This was clearly not his view at the time the salary issue was resolved. The Board's outside advisors recommended a salary at which they were willing to give the Board a "comfort letter" that the compensation was fair and reasonable. The advisors' recommendation was approved by the Board, with six dissenting votes-all of whom argued for higher compensation. The six dissenting votes all became members of the ad hoc committee, including its leader.

In addition, there were at least six Board meetings in 2004 and 2005 at which Ben Ladner’s compensation, with updates by the consultants, was discussed with the full Board. For Mr. Carmen and the ad hoc committee to claim they did not know the President’s compensation is disingenuous.

The Audit Report

Matt Pittinsky stated that the report of the Audit Committee was accepted "without reservations," "without amendment." This statement is completely and absolutely reckless and bears no relationship to the truth. The history of the Audit Committee's investigation is marked by repeated efforts by various board members to curtail and ultimately to dilute its conclusions--all in ways that only benefited Ben Ladner. The members who so acted all became part of the ad hoc committee. In early May of this year, Len Jaskol, Chairman of the Audit Committee, made a three hour presentation of the Committee's preliminary findings. The Board voted unanimously to continue the investigation. From that moment forward, there were constant attacks on the Committee and its outside advisors. The objectivity of the advisors was constantly questioned. They were accused of being "out to get Ben." John Petty tried to get the audit cut back, arguing for something he called a "standard audit." He ultimately, as a member of the Audit Committee, dissented from the report, arguing that the recommendations should be prospective only. This meant that Ladner would get a slap on the wrist, but would not have to pay the University one cent or have his tax returns amended to show additional imputed income. David Carmen in an e-mail urged Leslie Bains, as Chairman, to devote the University's energy to uncovering the whistleblower rather than the audit. At the September 12 board meeting, Bob Pincus urged that the audit go back only one year and not the three years chosen by the Audit Committee.

This opposition to the Audit Committee's work was only a prelude to the efforts made at the October 10 board meeting. After Len Jaskol made the Committee's report, amendments were made by the ad hoc committee to change the proportion of reimbursements and imputed income, an action which would have benefited Ben Ladner at the University’s expense. The amendment passed with all members of the ad hoc committee present voting in favor. Len Jaskol, George Collins and Gary Cohn refused as members of the Audit Committee to sign any altered report or audit. Only John Petty offered to sign. The Audit Committee report and an affirmation letter to KPMG (the University’s auditors) attesting to the validity of AU’s financial condition, if left unsigned by its Chairman, would have grave financial repercussions to the University. Despite this, several board members (all members of the ad hoc committee) voted to uphold the amendments. The amendment was eventually reconsidered and voted down, not as a matter of doing the right thing, but because Len Jaskol demanded they do the right thing.

The Severance Package

At the October 10 Board meeting, the ad hoc committee proposed that a group comprised entirely of their members negotiate a severance package with Ladner. This was defeated and a more objective committee was appointed. The ad hoc committee, however, had the last word. When the negotiators made their recommendation of a severance amount, it was amended upward by the ad hoc committee members. They raised the amount so that Ladner would come out "whole" and not suffer any consequences of paying taxes on his improper behavior. Bob Pincus made an amendment and the ad hoc committee approved over $500,000 be added to the package with the clear result that University is funding Ladner's reimbursement as well as paying the taxes on his imputed income. The committee also tried to negotiate (unsuccessfully) that Ben Ladner did not have to pay interest on the $125,000. After the meeting, one of the ad hoc committee members tried to increase the package even further and add $800,000 to the deal to compensate Ladner for his alleged lost professorship.

To this day, they assert that the severance package would minimize the University’s financial exposure. Just the opposite is true as litigation, if pursued by Ladner, would have cost approximately $400,000. The package totaled $3,750,000, a difference of $3,350,000. As they say, just do the math. Also to this day, they assert that the severance package would bring closure and allow the University to go forward. In fact, just the opposite has occurred. The AU community has reacted negatively, the Justice Department has begun a formal investigation, the IRS is poised to audit, and the Senate Finance Committee is probably going to use AU as the poster child for bad governance. Is this closure?




The 1997 Contract

Former Chairman Bill Jacobs and Ben Ladner secretly negotiated the 1997 contract. It was never authorized nor ratified by the Board. Jacobs never informed his successor George Collins of its existence. Until early 2005, no one on the Board knew of its existence with the possible exception of John Petty, then Chair of the Audit Committee, with whom Ben Ladner says he discussed certain of its terms. Petty had a duty to inform the Board of the existence of the contract, as did Ben Ladner, Bill Jacobs, and Mary Kennard as Secretary. On numerous occasions, Paul Wolff and others asked John Petty, as then Chairman of the Audit Committee, what the costs were of maintaining the presidency above and beyond Ladner's salary. The Board was repeatedly told that the imputed income amounts were quite small, always only a few thousand dollars. Petty never told the Board until 2005 that there had been no audit and that the numbers came from Ladner.

The Audit Committee gave Ladner the benefit of any doubt and determined his tax and reimbursement obligations as if the '97 contract were valid. To determine, however, what, if any, obligation the University had to Ladner if he were discharged, the issue of the contract's validity had to be confronted. Two law firms and University counsel opined that the contract was invalid. There was and is no opinion to the contrary. Yet seven members of the ad hoc committee voted to uphold the contract.

Resignations

In a recent DC Examiner article it was stated, “Trustees said they feel no pressure to resign”. Given the votes of no confidence by the students, Faculty, Deans, staff and other stakeholders of the University, how could they not feel pressure to resign? This insensitivity does not bode well for American University. If they are the agents of change, as they claim to be, the various constituencies ought to be extremely concerned.

We hope this information will be of assistance to you in assessing the current Board's statement to always put American University first.

Sincerely,

Leslie E. Bains, Former Chair of the Board of Trustees

George J. Collins, Former Chair of the Board of Trustees

Leonard R. Jaskol, Former Chair of the Audit Committee

Paul Martin Wolff, Former Trustee

Monday, November 14, 2005

News Round-up

I apologize for not posting over the weekend. I have my thesis proposal due this week, so I was trying to make sure I was all set for that.

In the meantime, the Chronicle just released its annual numbers for executive compensation, and some of the numbers are pretty massive. Of course, Ladner's name comes up both times as an example of how things can go horribly wrong.

From the Chronicle of Higher Education:
Main index of articles on compensation (picture of Ladner on the main page... what a suprise).
The Federal Lens Focuses on College Chiefs' Pay
A possible cause of such episodes, he says, is that many college presidents spend a lot of time with wealthy board members and donors — American University's board, for example, has included several senior executives of Fortune 500 companies — and can forget that a president who adopts the lifestyle of a corporate executive is unlikely to be accepted by faculty members, students, or the news media.

"In moving in these glitzy circles, you begin to believe that you're part of that scene," Mr. Ingram says. "It becomes, psychologically, a sense of entitlement." Even so, he adds, cases of lavish presidential expenses are rare.


For a summary, the New York times picked up the story:
New York Times: College Leaders' Earnings Top $1 Million

It's also Monday, which means The Eagle!

Students Express Frustration in Town Hall Meeting with Board Members
Monica Price, a graduate student in the School of International Service and a member of the activist group Students for a New AU, read a statement in which she blasted the board. "It is your actions and inactions that have brought us here," she said. "You were in the driver's seat, not us."

SG Senate supports ex-board members' frustrations
The Undergraduate Senate passed a resolution yesterday supporting the four former members of the board of trustees who have resigned in recent months, in addition to a bill calling on the board to amend its bylaws in accordance with the recommendations by the Ad-Hoc University-Wide Committee on Reformation of University Governance.

Staff Editorial: Board of Trustees: close, but no cigar

The board met last Thursday in an open forum with students and faculty. The aim was to make the transition process more transparent, but it was apparent that wounds still run deep over the departure of former president Benjamin Ladner.

Board of Trustees Strives for Transparency
The topic of a student serving on the board was mentioned several times during the meeting, Abramson said. "We have heard loud and clear about student member or members on the board" said Abramson, adding that board members are "keeping an open mind on this and no one has made a clear decision either way yet."

Friday, November 11, 2005

Apparently, we flay trustees.







OK, this could be the thing that makes my night. Check it out, we flay them! I just wanted to post an image of it tonight, in case the front page of the Post online changes by tomorrow.

That is awesome.

A long day

Hi all. It's been a long day on my part... up at 6:30 to have breakfast with the trustees and I just finished a paper that was due at 11:59. In fact, I am early! As for last night, as for this morning, then at the teach-in, and at the protest this afternoon, I have a lot of things to comment on. HOWEVER, I will not be doing that immediately. I think I need a good night's rest and some time to sit and think on what my overall impressions were beyond: "These people really are quite clueless, and they can't realize that" -- well, it's going to have to wait until tomorrow. I'm also working on a transcipt of the town hall for those of you who couldn't make it, and I have plenty of notes from the teach-in, as well as thoughts and responses to the conversations I had with trustees throughout the day (Bishop Schol, David Carmen, Jack Cassell, Tom Gottschalk, and a few brief things with others).

So, in the meantime, here's the Washington Post article about everything in the past 36 hours or so:

Angry AU Students Lash Out at Trustees

Vice Chairman Meets With Protesters

By Susan Kinzie
Washington Post Staff Writer
Saturday, November 12, 2005; Page B01

Students banged on doors, clapped and shouted, "Whose money? Our money!" as American University trustees met privately yesterday to discuss the future of the school.

The day after a contentious open forum with trustees, some students were so angry they tried to barge into the board meeting, part of an escalating campaign to demand resignations and a takeover by a control board.

They couldn't get past a cluster of administrators and campus police blocking both doors to the board room, where the trustees who agreed to give ousted president Benjamin Ladner a $3.75 million severance package were meeting to talk about board reforms, the upcoming presidential search and the need to be more inclusive of the campus community.

But after the other trustees slipped out, Vice Chairman Thomas A. Gottschalk let the protesters come in, have a seat at the table and tell him why they don't trust the board.

It's become a familiar message. Ladner lost the presidency last month after an investigation questioned hundreds of thousands of dollars in personal and travel expenses for him and his wife over the past three years. The severance package cut his ties to the private university in Northwest Washington but hardly ended the debate on campus: Deans, student and faculty groups condemned the deal and said they had lost confidence in the board.

Some petitioned Congress, some are demanding resignations, some are considering lawsuits. The Senate Finance Committee has demanded documents and asked that the three-year audit be expanded to the entire 11 years of Ladner's tenure.

Gottschalk told students that the trustees had agreed not to hurry into a presidential search until they had resolved their own governance issues. He also said they took very seriously demands for transparency and accountability and were working on ways to improve.

"We've got to open the doors," he said.

On Thursday night, the campus had an unusual -- perhaps unprecedented -- exchange between six trustees and hundreds of angry students, professors and alumni. At times like a strange and public therapy session, the two-hour forum let the campus vent to board members and let trustees see the depth of emotion at AU.

A student talking about the decision to cut the tennis teams almost started to cry, his voice shaking as he asked how the school could pay so much money to a disgraced president but not afford a small program that meant so much. A law school alumnus shouted that he hoped they all got sued. Students scoffed at some answers or laughed bitterly.

Trustees were emotional, too; the forum began with introductions and the reasons they volunteer their time to American. Matthew S. Pittinsky said he met his wife, his business partner, and the mentor who signed his marriage certificate at AU; Jack C. Cassell said he's "been running around campus 50 years," with a father who was an administrator there and died in one of the university's halls.

And trustee David M. Carmen described an agonizing summer and fall during which all sorts of things they thought they knew about the university, about a president they admired and about colleagues on the board suddenly were called into question. They didn't know who knew what, how much Ladner was actually paid or how the investigation was going, he said.

"This was the first time the board realized that all the ground we were standing on was clay," he said.

Carmen said American could move forward and become a national model for good governance; as the climate changes for nonprofit organizations, he said, AU could lead the way.

Again and again, those in the room told the trustees they don't trust them to make those changes. In the first question, graduate student Monica Price listed all the groups that had protested the board's decisions and asked, to cheers and sustained applause: "What is your planned action in response to these no-confidence resolutions?"

Trustee John R. Schol, bishop of the Baltimore-Washington Conference of the United Methodist Church, said he invites the campus community to hold the board accountable for what happens in the future.

Pamela M. Deese said the trustees already had begun talking about reforming the board. "Today we had our first governance committee meeting . . . and we set a timeline," and will ensure that it's an inclusive process, she said.

But that shocked some students, who said they had been told they could be a part of those meetings -- and had no idea the process had started without them.

Some thanked the trustees for coming and said the session was helpful.

"You got a sense that they're really committed to the university," said Prof. John M. Richardson Jr. "I don't think they changed their point of view much, but they certainly heard things -- and were aware of feelings on campus -- in a way that would have been unimaginable six weeks ago."

But many of the students left madder than they came.

"They spent more time blaming other people for the bad things they've done than fixing them," law student Ryan Butler said.

"We're tired of the spin," said Matt Barkan.

----------

Sleep well, and I hope everyone has a good weekend, but you'll see at least a post or 3 or 4 or 5 from me over the weekend!

--Meg

Town Hall

I think the town hall went well, message wise. I think the audience was strong, and the Board could not walk away from that feeling too great about themselves.

I will post more tomorrow, but I get to go have breakfast with these people tomorrow at 8 am. If they thought I was grumpy tonight, wait until they see me without coffee and before a sane time. I will be inviting them to the teach-in as well as well as asking some questions that we didn't get answered tonight.

Have a message? I'll try to print it out tomorrow morning before I leave. email it to defendau at gmail.com - but make sure you leave your name, and connection to the school, otherwise I can't give it to them.

Good night all!

Thursday, November 10, 2005

News, news, news

REMEMBER - WARD 1, 8 PM TONIGHT!

Next.

I will not be posting a list of questions here before the meeting. Element of surprise and all. But let's just say we'll have another way for those attending to have some suggested questions if they need help.


Next!

Two news articles. One from today's Post, one from yesterday's Examiner. Both quite interesting (and both great advertising).

The Post: AU's Board Looks to Era after Ladner
"The bottom line is that this board has been deemed not competent by the faculty and the students," said Kyle Taylor, president of the Student Government Association. "We don't have faith the trustees can restructure with better governance, and we don't think they have the competence to pick a new president."

The DC Examiner: AU Trustees to Hold Open Forum on Campus
Copying most of it, because it really really provides some insight.

Trustee Matthew Pittinsky, who set up the meeting and will moderate with AU student government President Kyle Taylor, said the meeting has no agenda.

"We don't have any agenda except theirs," Pittinsky said in an e-mail. "Some may describe it as a 'free-for-all' but I prefer to think of it as an open discussion."

Several trustees said they want to move beyond the "Gang of 13" moniker - referring to the unofficial bloc of votes that were considered pro-Ladner - and start moving forward.

Pittinsky, who was not considered part of the bloc, and trustee Pamela Deese, who was, said the "gang" never existed and trustees want to move past the "pettiness."

Trustee David Carmen said the board, which he says has been "handcuffed" for months during the investigation, is excited about being able to speak openly to students and help the school move forward.

FORUM ON LADNER

- An estimated 300 students and faculty are expected to attend the 8 p.m. forum.

- Trustees say they've been "handcuffed" in the process of firing Ladner and are glad to be able to speak with campus community.

- Trustees said they feel no pressure to resign.

!!!!!

You know what to do, guys.

Wednesday, November 09, 2005

Town Hall Room Change

They bumped us up to Ward 1. Which means a seating capacity of 300. They are also listing Gary Abramson as attending, so we're going to run with it.

300 of you all better fill that room. Just saying.

Town Hall Meeting
With Gary Abramson, David Carmen, Pam Deese, Robyn Matthias, and Matt Pittinsky.
THURSDAY, NOV 10, 8 PM, WARD 1!

See you there...

Tuesday, November 08, 2005

Talking points

Tomorrow I will post a list of specific questions, but in the meantime, here's a copy of the talking points that are being sent out to students by both the Student Government and Students for a New AU:

Talking Points with the Board of Trustees:
1. Dr. Ladner’s compensation shows this board cannot be trusted. Rescind that decision immediately. This is OUR money.
2. Appoint a University-wide committee to review board members and governance policies.
3. Put voting student and faculty representation on the board immediately.

So there are the two starting points tonight. Feel free to post the questions you want to ask the Board as comments here, and I will add them to the master list when I post it tomorrow!

Town Hall meeting

So the 4 trustees we know are coming to the Town Hall Meeting are David Carmen, Pamela Deese, Robyn Matthias, and Matt Pittinsky. Here's a quick rundown so you can start thinking up questions to ask for Thursday! And just a warning, Carmen and Deese are sharp. They are quick with their words. We must be ready for this!

David Carmen
  • Ringleader of the Gang of 13.
  • Has voted against the Audit of Ladner, against firing him for cause, voted to uphold the '97 contract, and for the severance package.
  • Has a lobbying firm in DC. Earlier comments to this blog show some of the ...interesting choices his firm has made.
Pamela Deese
  • Chair of the Governance subcommittee.
  • Member of the Gang of 13.
  • Voted against the audit, against firing him for cause, voted to uphold the '97 contract, and for the severance package.
  • So far, has not made any attempt at reaching out to campus constituencies for planned attempts to fix the governance of AU. May be planning a series of closed meetings with deans, faculty leaders, and student leaders.
Robyn Matthias
  • On the Presidential Search Process subcommittee.
  • Member of the Gang of 13.
Matthew Pittinsky
  • Chair of the Presidential Search Process subcommittee, also a member of the Trusteeship subcommittee.
  • Founder of Blackboard.
  • Was SC president and on the search committee for Ladner in 1993. Is in favor of having student participation in presidential search.
If more trustees are announced, I will add them to the list and try to have some bulletpoints up as well.

Action!

My group is a big fan of action items. So here's a list of action items for you!

I already posted the events earlier today, but here's another time, because are the most important actions you can be involved in this week!

**TOWN HALL MEETING**
W/ David Carmen, Pamela Deese, Robyn Matthias, and Matt Pittinsky.
Moderated by Matt Pittinsky and Kyle Taylor (SG President)
THURSDAY @ 8, WARD 2.
This room has a 215 seat capacity. Every single one of those seats HAS to be filled.

**TEACH IN AND RALLY**
FRIDAY, NOON, BATELLE ATRIUM
Speakers to be announced.

Students for a New AU will be publishing a list of helpful questions to consider for the Town Hall meeting. Also, we will be passing out blue ribbons to show NO CONFIDENCE in the AU BOT.

Also great: The Business Law Society is webcasting today's event: Future of Non-Profits and the Law in the 21st Century: Governance in a Post-Enron, Post-Ladner World. The presentation by Jamin Raskin is notable. You can check it out here (it will require Windows Media Player).


Why are these events so important? Because the BOT think that they will outlast us. They think they can survive until interest on campus wanes, and we give up. We have to show them we still care, that we still want to be involved, and most of all, that we STAND BEHIND OUR DECISIONS OF NO CONFIDENCE.

More to come!

Key Events!

I will have a much more detailed post for you at some point later today, but in the meantime...

THURSDAY! 8 PM! WARD 2!
Town Hall Meeting with at least 6 trustees! INCLUDING DAVID CARMEN AND PAM DEESE.
Moderated by Kyle Taylor and Matt Pitinsky.

More information later tonight.

FRIDAY! NOON! LOCATION SOON!
Teach-In/Rally organized by AU Faculty and Students. 5 Faculty/2 student speakers, then a rally and call to conscience. American University for a NEW AU.

In short, I have a lot coming up in an entry tonight, but I wanted to make everyone who reads this aware of these two KEY events for the end of the week.

Be back soon...

Monday, November 07, 2005

Event at WCL tomorrow:

The Future of Non-Profits and the Law in the 21st
Century: Governance in a Post-Enron, Post-Ladner World

With American University in the national spotlight,
Please join us as we discuss Corporate Governance,
Fiduciary Responsibility, Transparency and Trustee
Liability.

Including Guest Speakers:

*Professor Perry Wallace, Jr.
*Dean Andrew Pike
*Professor Robert Vaughn
*Professor Jamin Raskin

Tuesday, November 8th, 2–4pm

EJF Library (1st Floor) * Coffee & Cookies * Limited
Seating

Hosted by: The Business Law Society

Sunday, November 06, 2005

Raskin's op-ed

First: Whoever commented, "WHY AREN"T YOU UPDATING?" -- my answer? Homework. Um, a life outside of this. It's the weekend, guys :) Some of the coolest people I know were playing a concert over in Arlington. I am a college student after all!

Second: Jamin Raskin is a brilliant, brilliant man. He wrote an op-ed piece in the Washington Post, and because I feel I should share the brilliance, here it is, full text. But you should check out the link for the AWESOME picture.

AU BEYOND LADNER

Of the many arguments floated by Benjamin Ladner in his campaign to be restored to the presidency of American University, none was more striking than the suggestion he made in this newspaper that "I've become a lightning rod because I've always been a force for change" on campus.

Now, a university president who is compensated $800,000 a year, sleeps in a university-provided mansion, travels first-class all over the world, rarely appears on campus, and who has a chauffeur, maid, social secretary, French chef and a lucrative secret contract may be a lot of things, but a force for change is not one that leaps to mind.


I work with people at AU who are real forces for change. For example, at the university's Washington College of Law, where I teach and which I know best, I have colleagues and students who have prosecuted war criminals, helped to free innocent people on death row, helped the people of Kosovo write a constitution and defended the rights of prisoners facing sexual abuse. They have also protected the public's right to fair use of intellectual property, assisted women facing domestic violence in obtaining court orders against their abusers, provided tax advice to low-income workers, helped small businesses and community nonprofits get incorporated and brought a suit against Cuba over the summary execution of three of its citizens.

Indeed, over the last few months, as the public feasted on reports of Ladner's mouth-watering 13-course dinner menu (part of one course in honor of his son's engagement: "Five Peppercorn Encrusted Baja Coast Scallop, Sesame Seaweed Salad & Orange Essence Oil), our educational and service missions continued to thrive, albeit in a way overshadowed by the president's whining and dining.

With our partners at Howard University School of Law, this fall we sent 60 students into public high schools in the District and Montgomery County to teach a yearlong "constitutional literacy" course. We sponsored important conferences on international commercial arbitration, environmental law, the campaign finance cases before the Supreme Court this term, and the Rwanda and Yugoslavia war crimes tribunals. The school also became among the first in America to invite displaced Tulane and Loyola university students to enroll for a semester, tuition-free, after Hurricane Katrina.

The American University that I know has been flourishing -- in spite of, not because of, its former president's priorities. Ladner has cited the university's rise in every official ranking as justification for his compensation package and lavish perks. Yet that rise was the work of thousands of people here who are passionate about education, scholarship and the public service mission of the university.

Ladner is not the first president to leave AU under a cloud. A colleague dropped by the other day to express his fear that the "curse of the presidents" would never be lifted. In 1994, Ladner became AU's fourth president in five years; one of those left after being caught making obscene phone calls. My colleague asked, "What do we get next? A narco-trafficker?"

For all of our dark humor and collective embarrassment, there is a serious question in this: Is there something wrong with the way the school's trustees are governing our university? Perhaps our board of trustees, whose members are drawn almost entirely from the ranks of big business, does not fully appreciate how a college president differs from a corporate CEO. The trustees were, it seems, swayed by Ladner's claims that his salary and perks were commensurate with the many-fold increase in the university's endowment and the money he raised for the beautiful new Katzen Arts Center.

But college presidents are supposed to remain committed to the teaching and ethical mission of the university while they are raising money. They cannot expect to work on a percentage basis like managers of a hedge fund. If that is the prize that motivates them, they should go to Wall Street. As Patricia McGuire, president of Trinity University here in the District, observed, alumni who give their hard-earned wealth to a university do not want the president to waste the money on himself. Many wealthy donors whose values are intact gag at crass displays intended to entice them.

When Ladner complained in an interview in October that he is a victim of the new Sarbanes-Oxley era of accountability, he paid an unwitting compliment to Sen. Paul Sarbanes, the Maryland Democrat who was the law school commencement speaker this year. If the law designed to bolster responsibility in corporate boardrooms can force university trustees to take their fiduciary duties seriously, then the legislation is reminding people in the nonprofit domain of their ethical obligations. As Ladner himself wrote in a 1999 Post opinion piece about public service and private life at the time of President Bill Clinton's impeachment, "to become a public person by assuming a public office is to submit willingly to the ethical 'overtones' of the office."

Alas, at this point, the AU board stands by the bloated "settlement" package it handed to Ladner. Since when do employees on the verge of dismissal "for cause" get the option of a multimillion-dollar sendoff? Ladner's empty threats of suing for the money were ludicrous. Would he really want to go before a jury of his peers in D.C. Superior Court and explain why a man paid $800,000 a year also enjoyed services and goods worth more than $600,000 beyond his contract perks over a three-year period? Would he really want to be deposed on all 11 years of his spending and could he convince a D.C. jury that the university was wrong to fire him?

The rise of vice among nonprofits is not unique to us, as anyone who recalls recent dubious spending practices at Stanford and Adelphi universities and piggish salaries at the United Way knows. On Oct. 27, Sen. Charles Grassley, the Iowa Republican who has been investigating financial abuses in the nonprofit world, sent a letter to the acting chairman of the AU board, which he suggested could be a "poster child" for the need for reform in that world.

And he demanded answers to the same questions we have all been asking. How much money did Ladner actually take from our university and what are the tax implications? What are the plans to audit the first eight years of the Ladner presidency? What are the board's plans to guarantee accountability and transparency in the future?

The same liberal academics who ordinarily would resist federal meddling in university affairs are welcoming Grassley's questions. If Congress, which first chartered our university back in 1893, could help us do one thing now, it would be to close the incredible gulf between the board of trustees and the rest of the university. A little representative democracy would force upon us a kind of thoughtfulness and deliberation that has been missing.

The revolt against the Ladner presidency has irrevocably changed the way business will be done on our campus. A campuswide civil society has come alive. While the trustees were polarized and paralyzed, the deans and faculties of the five colleges banded together to condemn Ladner's extravagance. Across campus, we voted "no confidence" in his leadership. The Faculty Senate acted with vigor, as did alumni.

With wit and energy, the student body petitioned, protested and demanded not only Ladner's departure but institutional accountability and democracy on the board. My three favorite signs on the quad were: "White Truffle & Porcini Egg Custard & American Sturgeon Caviar for You/Ramen Noodles for Me," "Ladner stole my bike" (a loan-strapped student explained that he couldn't afford to buy one) and the lovely "French Chef, Non/French Revolution, Oui."

We are not out of the woods yet. Four trustees who criticized the "pro-Ladner" faction for the $3.8 million parachute tossed to the disgraced president on his way out have resigned. These dissident trustees pointed out that this send-off could have paid the annual salaries of three dozen faculty members, 200 full tuition scholarships or 10 full scholarships in perpetuity.

When I told Maria, the woman who cleans my office (and helps me with my Spanish), about Ladner's farewell jackpot, she just laughed. She has worked for one of AU's cleaning contractors for 14 years. She started earning $5.50 an hour in 1991 and today earns about $11 an hour. I estimate that she makes just under $23,000 a year, or what our former president once spent on a first-class airplane ticket. For her to earn what Ladner just picked up, she would have to continue as a janitor here for the next 165 years. On campus, too, as Voltaire put it, "the comfort of the rich depends on abundant supply of the poor." Could we hope to find a college president who wants to challenge the startling inequalities of American life rather than take advantage of them?

The message of Ladner's presidency was "L'Universit, c'est moi." The point of the opposition has been, "L'Universit, c'est nous." In this sense, the campus rebellion provoked by the Ladners' decadence has been cathartic and promising. We have learned the price of passivity.

As Ben Franklin used to say: "If you make yourself a sheep, the wolves will eat you." The people who love American University as a community of learning and social engagement have risen up against our culture of closed governance. There is no going back now.

Author's e-mail:

raskin@wcl.american.edu

Jamin Raskin is a professor of constitutional law at American University's Washington College of Law and director of its Program on Law and Government. He is former chairman of Maryland's Higher Education Labor Relations Board.

Thursday, November 03, 2005

Today's Wash. Post Article

One of the benefits of being kept up late at night is seeing the next day's Post articles when they go up on the website. So here's today's article... and I'm probably going to be eaten alive for my quote, but I am going to stick by it. It was a good first step. It was a TINY step, but a good one in at least opening up communications. That statement should have a lot of modifiers on it, such as in context of meeting with a board that we have no confidence in, etc, but a good step is a good step, and I'm going to stick by it. We do not want to close all lines of communication in the pretty-decent-chance (I can't give odds or anything, but it is a possibility that we have to account for) that we are unable to have this Board kicked out.

Anyway, more rambling is pointless and merely a product of the fact that it's 3 AM. Here's the link:
Bitterness Is Still Evident at AU

Lots of things

Very briefly:

First, I apologize that my meeting notes were skewed, because they were. I chose to focus on perhaps some of the more positive things that I saw, which did not exactly convey I think the strength of our message and the meeting that we had. I'm not asking for a break or anything, but I am sorry that I didn't give more weight to the other half of the meeting, when I went into the meeting assuming that it had two points: to get across the no confidence/resign point, but also to at least put a foot in the door, and tell the board: We have a huge chasm between our way of thinking and your way of thinking, and we don't trust you. If you are completely sincere in your desire for reform (which we doubt), here's how to START fixing things. That said, I believe we very clearly got across the point that AU cannot trust the Board to deal with its own governance issues and that outside forces need to reconstitute the Board (not the Board itself). There are two things going on concurrently: planning that we will get rid of this board, and planning that it doesn't happen. If it doesn't happen, and we have burned all of our bridges, we are going to be in major trouble. At the same time, we need to be strong in our message.

As I've been telling a lot of people, the students were not on equal footing with the Board until very recently. At least in our direct communications with the board, we must be civil, but strong, and use other avenues to try to have them resign, because they are not about to be persuaded by us on these matters. And that's not a practicality, that's reality. They are going to cling until they can cling no longer.

That said... I am terribly far behind on matters of updating over here, mostly because I have had a lot of things to prepare recently. I went to the Faculty Senate meeting today (as well as the 1,000,000th book celebration over at the library), and I'm going to include the text of the resolution below. I think the Faculty Senate stared to get the time frame and the urgency of getting their butts in gear, but at the same time... they need to do that. And no disrespect to Prof. Ahrens, because it's a tough job and we traded horror stories today of the lack of sleep since September, but the body as a whole needs to be able to sort things out faster. That's my biggest concern about the situation with the Senate, because I feel like everyone is moving at different speeds: we're unsure on how fast the Board is moving, but it is going at a pretty good clip, the students seem to be able to keep up the most, the deans have been pretty quick, but the faculty senate is struggling to stay on top of things. Hopefully, they did figure that out today; and it did seem that way.

As for the resolution, it passed 17-1-0.

Whereas: American University values service, inclusiveness, social justice, and the highest ethical and intellectual standards. These values, essential to our identity and taught throughout our institution, both by our words and behavior, are integral to the spirit and purpose of the University -- and have been so from its inception. They have sustained it through good times and bad, have been central to the progress of the University in recent years, will guide it for generations to come.

Today we have a particular responsibility to profess in our classes and reinforce by our deeds the idea that malfeasance should result in sanctions rather than extraordinary rewards. The Board has chosen to disregard the position of the university community that Dr. Ladner should receive no "golden parachute." Instead, it has agreed to a severance package which can only be described as grossly excessive, reached by a procedure that was clandestine, covert, and in camera, withheld any opportunity to discuss and debate it, and was inconsistent with the Board's prior promise of openness and accountability.

Therefore we resolve that

(1) the Faculty Senate condemns as excessive the severance package reached by the Board of Trustees with former President Ladner.

(2) The Faculty Senate expresses its lack of confidence in the Board of Trustees as currently constituted and calls for (a) a thoroughgoing reform of Board governance before the Board undertakes a search for a new president, (b) adoption by the Board of twenty-first century governance practices, for the whole and in its committees, that embrace transparency, accountability and participation, (c) a thorough restructuring of the Board's Charter and By Laws, and (d) giving these matters the highest priority in the Board's upcoming agendas, all in order to put behind us the continuing crisis it has created.

American University is strong and resilient. We are proud of its components: our students, faculty colleagues, administrative staff, our academic programs, and out contributions to the discovery of knowledge. We are confident of its future. We are encouraged by the Board's letter of apology to campus. We look forward to working with a reorganized and revitalized Board of Trustees to continue the advancement of this great University.

Tuesday, November 01, 2005

Meeting w/ Mr. Abramson

Here’s my update post-meeting with Gary Abramson. Just as some background, I knew nothing about him before I went into this meeting beyond his association with the Ad Hoc Committee… and I cannot even say how close that association was. The meeting did not focus on the settlement, per se, but more on looking at governance and the Board of Trustees itself. Some points that we brought up:
  • We would like to see students and faculty on the Board of Trustees. His reaction was that the investigation re: governance, the communication with the Association of Governing Boards, etc. needs to happen. He does not predict any new members on the Board until at least January, if not later. He wants to “take care of our own house” before adding any one new. (Our response to this was essentially, but how can we trust you to take care of it judging by your track record, and in light of all the votes of no confidence in the board?)
  • We would like to see students (one undergraduate, one graduate, one law) on each subcommittee of the board, with a vote. Gary’s response was that he personally agrees, and will say so, but he is going to leave it up to each subcommittee to figure out how to add student members (and if they can vote or not). This is a significant step in the right direction.
  • Regarding specific governance reforms, he would not get into most of the specifics, because he’s waiting on the reports on best practices, etc. But we did impress upon him the request for students and faculty on the board, our concern with the Board reconstituting itself, the lack of a clear formal review for Trustee members, and a few other smaller things. He listened, and there was a note-taker taking notes for him, so it’s all there for him to bring back to the Board.
  • We briefly talked about the Senate issues, and he would go no further than to say that the Board is not worried about it, that there are no secrets to hide, and they are giving them all the information that the SFC wants.
  • We talked about a lot of communication issues, and notably the town hall format, which we worked on convincing him that it’s a necessary step. Will Mount had a great point that it is psychological more than anything else, because it shows that the Board really is trying to reach out to the whole community.
  • Gary was quick to downplay the role that the Post has played in this, and to say that it is only one side of the story, etc. He said that the Board was bound to confidentiality… we told him that they should have specifically told us that in a campus-wide communication to make sure that students understood that.
  • I asked for a list of the Board members on each subcommittee, and that information should be heading out tomorrow, hopefully.
  • We were trying to also impress upon him that the culture of the board currently does not seem very friendly to students. This was also getting into the town hall meetings, but a brief discussion w as also had to try to get Trustees to more student and campus events: for instance, a “Take a Trustee to School Day” (which is something I’ve been trying to figure out logistics for awhile), in which a Trustee would be assigned to a student, attend classes, meetings, meals at TDR, experience dorm life, etc. Gary seemed almost delighted by the idea, which shows that the Board could very well be starting to back up their earlier statements about being more involved on campus.
  • Gary also wanted to talk about time frame: he said he hopes to have the governance issues resolved within a few months (and though this wasn’t stated, I feel that the gist was before the new year), then start moving on new trustees and the presidential search.

All in all, I thought that the meeting went well in terms of communication. It’s a step in the right direction, and while I am still more than hesitant to put my confidence in the board, they have started to move in a more favorable manner. As we are going to write in a letter to Gary tonight, “Ideas into Action, Action into Service.” We’re starting to see the ideas. Now we need the action, and the service. Hopefully, we will get that. There is still a lot of work to be done on both sides of the table.