U.Va. board prepares to meet amid alumni criticism about poor governance
- August 9, 2012
As the University of Virginia’s Board of Visitors prepares to meet for the first time next week since the attempted ouster of President Teresa Sullivan threw the campus into turmoil in June, a group of alumni issued a letter accusing the board of breaching its corporate duties. Although Sullivan was reinstated 16 days after her forced resignation, the letter sent to the board on Wednesday says “… The crisis is not over. It will not end until the board acknowledges publicly that U.Va suffered a significant failure of corporate governance; and it will not end until board members finally explain candidly, to satisfy common sense, what really motivated them to act so precipitously,” the letter says.
The board, with several new members appointed by Gov. Bob McDonnell since the controversy, will gather for its annual retreat on Wednesday and Thursday, Aug. 15 and 16, at the Omni Richmond Hotel. Some portions of the meeting will be open to the press.
The letter from the group of 14 alumni, who described themselves as active university volunteers, came the day after U.Va. announced the resignation of Executive Vice President and Chief Operating Officer Michael Strine, whom Sullivan hired just over a year ago. It said, “We write this letter now, with some urgency, because the crisis the board created by firing President Teresa Sullivan is not reconciled satisfactorily, essential working relationships within the university’s leadership are still impaired and remain in limbo, and damage continues to the university’s reputation and operations.”
Emails obtained by the university’s student newspaper, The Cavalier Daily, revealed that some board members requested information from Strine and other U.Va. administrators without consulting Sullivan. While Strine is not mentioned in the letter, it does highlight the board’s fiduciary responsibilities. “The corporate governance standard of due care requires that board processes be used to vet important decisions … The board is obligated to gather information systematically and comprehensively, and with the administration’s full advance knowledge and participation.”
Sullivan agreed to resign on June 8 after Rector Helen Dragas and former Vice Rector Mark Kington (who later resigned) met with her and told Sullivan they had enough votes on the board to force her resignation. Two days later, a three-member committee of the board’s executive committee, accepted Sullivan’s resignation and a public announcement was made, with the issue never coming before the full board for a discussion or vote.
“We think it inarguable that the board failed to apply corporate governance standards in June. Apparently, the rector and a group of colleagues on the board, while hewing to technicalities of the board’s bylaws, nevertheless intentionally stifled debate on a major board issue in order to reach a pre-determined result – in intention and effect, a boardroom coup,” the letter said.
Following an outpouring of support from faculty, students and alumni, the full board voted unanimously on June 26 to reinstate Sullivan, who has been in the post a little more than two years. Since then, state Sen. R. Creigh Deeds, D-Bath County, and Del. David J. Toscano, D-Charlottesville, said they plan to introduce legislation in Richmond concerning U.Va’s governance.
In the meantime, next week’s meeting will bring together a new mix of personalities, with five new appointments and the reappointment of Dragas. The new members include Linwood Rose, the former president of James Madison University; Frank B. Atkinson, chairman of McGuire Woods Consulting and a former member on many state committees involved with higher education reform; Victoria Harker, CFO of the Gannett Co.; and Bobbie Kilberg, president and CEO of the Northern Virginia Technology Council.