Tag Archives: Board Malfeasance

Sunshine Laws & the Case for Abolishing the Executive Committee….everywhere….

Sweet Briar College's Board is described by its own members as, "
Sweet Briar College’s Board is described by Richard Leslie, a former member as, “ham-handed, myopic and dictatorial”.

Sweet Briar College provides excellent lessons for schools and organizations about which I have written over the past few weeks.

This title, “Sunshine Laws & the Case for Abolishing the Executive Committee….everywhere….” lifts up the need for transparency as well as the downfalls of having an over-arching Executive Committee of a Board.  After all, who wishes for a small group of people to make decisions for them when they are fully capable of weighing the same evidence for themselves?  No one.  No one likes others to make decisions for them, particularly when the decision is terminal.

Mr. Richard Leslie’s opinion piece “Sweet Briar’s Leadership was a Short-sighted Mess” in the Washington Post regarding his experience on the Board sheds light about the Board’s governance practices that led to its controversial decision to close the College announced on March 3, 2015.  It is sickening to hear about the conduct of this board.  As more and more information unfolds in the legal discovery process and in the national media, it is obvious this board was incapable of solving tough challenges, practiced poor governance and made a faulty and hasty decision to close.  It is time for them to resign.  In the words of Dr. David W. Breneman, member of the Executive Committee, he admits their weakness,

We knew that we faced an existential challenge, but collectively we were unable to find an answer.

Vice Chair of the Board, Elizabeth Wyatt, describes it even more simply,

“We tried….”

Today I dive deeper into the issue of governance and examine the Executive Committee model both at Sweet Briar College and through my own experience.  I call for implementing Sunshine Laws and practices immediately and abolishing Executive Committees everywhere.  Why?  Because it makes for better boards.  I learned the hard way….

When I served as Executive Director for Anne Arundel Community College Foundation and Director of Institutional Advancement for the College, I inherited a board with a strong Executive Committee, Chairs of Committees and a robust list of 20+ board members.  I was cautioned by the outgoing Executive Director that not many of them showed up and that the majority of the work was done within the “EC” (Executive Committee).  This wasn’t cause for alarm for me, in fact, it was the norm from places I had been and boards on which I had served.  All of the training I received in leading boards led me down the path to this model.  I now realize the consequences of this model and know there is another way….

Enter the rising board chair.  Six months into my five year tenure at this organization, a new board chair rose to lead the board.  He was an accomplished accountant with a large firm in the area and a respected community leader.  When he rose to the position of Chair for the Board, the first thing he said to me was, “We are no longer having an Executive Committee.”  My first response was, “What???  How are we going to get our work done??”  As an Executive Director, I LIKED the idea that I could convene a few people on the phone or by email and resolve issues (which were later reported to the board  fait accompli).  He explained to me that, through his board experience, he didn’t appreciate serving on a board when it seemed that a smaller group actually made decisions and he simply was asked to rubber stamp them or not weigh in at all.  He said, “Eventually, people feel like their time is wasted and their voice on the board doesn’t matter.  Trust me on this, we will have a better board.”  He was right.

This new model for the private foundation was closer to the operations of the Board of Trustees at the same College .  As the College was State funded, they were required to operate under Sunshine Laws.  Those laws forbade Trustees to meet or make decisions outside of a public forum.  In light of Sweet Briar College’s current fate, this approach seems very refreshing and worthy of consideration for future leadership.

Sunshine Laws call for openness.  Whether mandated by law or best practice, these practices make for good decision making and leadership.
Sunshine Laws call for openness. Whether mandated by law or best practice, these practices make for good decision making and leadership.

DEFINITION of ‘Sunshine Laws’

Regulations requiring openness in government. Sunshine laws make meetings, records, votes, deliberations and other official actions available for public observation, participation and/or inspection. Sunshine laws also require government meetings to be held with sufficient advance notice and at times and places that are convenient and accessible to the public, with exceptions for emergency meetings.  (Credit:  http://www.investopedia.com/terms/s/sunshinelaws.asp#ixzz3cl9l2SXB )

If the Government can figure out to publish their meetings in advance and make their deliberations public, I certainly think a small nonprofit or College could do the same.

At Sweet Briar College, the Executive Committee had completely usurped the power of the board, Richard Leslie wrote in the Washington Post:

During the five-year term of the Presidency of Jo Ellen Parker, rather than none, all critical decisions were made by a small subset of the Executive Committee of which Ms. Dalton was a part.

The full board was occasionally asked to ratify decisions, which they dutifully did.

Upon the entrance of Jo Ellen Parker, all board members were specifically instructed not to contact a member of the Senior Staff without first obtaining permission of the relevant committee chair and the president. They even brought in a coach from the Association of Governing Boards (AGB), an organization solely funded by the presidential budgets of our nation’s colleges, to reinforce this stifling of involvement.
As I can personally attest, those who even accidentally violated this rule were reprimanded by the president.

By contrast, when I worked for Sweet Briar College in the 1990s, I found an engaged Board open to feedback from all fronts.  As a junior staff member, I was encouraged to attend meetings (albeit sitting in the back), interact with members of the Development Committee, continue to volunteer as an alumna, and interact with students regularly.  I attended meetings of the Development Committee and worked with several board members around the country for Regional Campaigns.  I stayed in these board member’s homes and we shared ideas throughout the day.  Imagine if that board member had not been able to speak to me at the time? Board members under the current administration were told not to talk to staff members and were reprimanded when they did.

In documents connected with the court cases (click here for a link to all legal proceedings), Mr. Leslie further wrote that even the decision to move the interim President to full President was made without input from the full board.

'Please shred all of the napkins we wrote anything on.'
‘Please shred all of the napkins we wrote anything on.’

Interim President James Jones in an official College “Q & A” said this about the Executive Committee when asked why the Board didn’t share its Minutes:

Q: Why not release the meeting minutes?

Jones: “Because we do not have to release the minutes and because an enormous amount of what went on was done in executive session where ther
e are no minutes.”

When I first heard this I was disgusted.  As more experts debunk figures used by the board and more information becomes public, it is disturbing to me to know that the full board was not included in “an enormous amount of what went on….”.

The American Association of University Professors remarked on the Sweet Briar Board’s unilateral action as follows,

On March 3, 2015, with no warning, the board determined the college’s fate without any faculty participation, in evident disregard of widely accepted AAUP-recommended governance standards, as set forth in the Statement on Government of Colleges and Universities, jointly formulated by AAUP, the American Council on Education, and the Association of Governing Boards of Universities and Colleges. The board acted in secrecy, even though for two years the college’s faculty had been developing alternative curricular and programmatic scenarios to assure Sweet Briar’s survival.

All stakeholders of Sweet Briar College were shocked by the Board’s lack of transparency and action:  students, parents, faculty, staff, alumnae/i, community members.

Back to my personal experience with my board chair and the transformation that unfolded.  Initially, the board didn’t know what to make of the notices that our meetings would be a bit longer and there would be a new approach.  While we still sent out Committee Reports from Committee Chairs in advance, those Committee Chairs were given more time at the meeting to update and to discuss.  When preparing for the meeting, the board chair and I would go through what decisions needed to be made and the flow was designed to provide information on those items and voting early in the meeting.  If we got into too much detail when preparing, he would stop us and often say, “The full board would appreciate hearing this.”

The meetings themselves transformed in small ways at first.  People who normally arrived late and left early stayed to the end.  Those who often were multi tasking with their blackberry in their lap were more engaged and participated in discussion.  If anyone had held back not contributing during the meeting, the Meeting Evaluator (more on that in a moment), would ask for their input during the roundtable evaluation of the meeting a the end (more on that as well).  By the third meeting, the tables were filled.  We had to change rooms.  By the last meeting of the year, there was a buzz in the room, constant dialogue, engaged members.  Oh, and not surprisingly, giving from board members increased as well as offers to engage between meetings.

The idea of having a Meeting Evaluator and a roundtable meeting evaluation come from the book, Death by Meeting, which I commend to everyone.   The meeting evaluator takes notes throughout the meeting regarding participation, length of discussion on items and gives feedback for improvement to the group.  During roundtable evaluation, there is a brief report-out sharing either a take-away from the meeting or something a member would like to see in the future.   Best of all, the five tips for better meetings is transformative if heeded. One of the five is worth lifting up in particular:

Provoke conflict. Are your people uncomfortable during meetings and tired at the end? If not, they’re probably not mixing it up enough and getting to the bottom of important issues. Conflict shouldn’t be personal, but it should be ideologically emotional. Seek out opposing views and ensure that they are completely aired.

Back to Sweet Briar College.  The Board of Directors of Sweet Briar College voted to close on March 3, 2015.   Imagine if this board actually operated with some form of Sunshine Laws or even basic transparency?   We would have:

  • Meetings locations and agendas published in advance.
  • Meeting minutes available for review.
  • Reports used for deliberation available for public review.
  • Stakeholders represented (students, faculty, parents, staff, alumnae/i, community members).
  • Opportunities for public comment.

Imagine if the Executive Committee either didn’t exist or did not make decisions in private?  I do wonder whether the full board might have reached a different conclusion if they had access to the same information.  Is this a board that can be trusted to issue a death sentence?  I think not.

The Sweet Briar College Board of Directors voted to close - a death sentence to the College and a violation of the will of the founder. Their deliberations are not unlike famous executions in history not based on proper facts or due process.
The Sweet Briar College Board of Directors voted to close – a death sentence to the College and a violation of the will of the founder. Their deliberations are not unlike famous executions in history not based on proper facts or due process.

Unfortunately, this board has issued a death sentence to Sweet Briar College.  Fortunately, the legal system has intervened including the Virginia Supreme Court.  

I assert that this board expresses the worst in governance practices.  This board has a small insular Executive Committee making decisions outside of the full board’s input.  The board took actions before announcing closure to violate donor’s gift intentions (meeting with the Attorney General to use donated funds for closure purpose)s.  The leadership provided erroneous data (now being revised with eight-figure errors).  The board members were given reports on which to base their decision without being able to review those reports in advance (they were collected after a cursory review period at one meeting and collected before a vote).  Board members were told they could not launch a fundraising campaign based on a survey not designed to provide the data for such a decision (an analysis of this study with input from the firm charged with conducting it is explored in this article).   This is pathetic governance and their decisions are simply not to be trusted.

"Collectively we were unable to find an answer" -- Dr. David W. Breneman, board member.
“Collectively we were unable to find an answer” — Dr. David W. Breneman, board member.

Saving Sweet Briar, Inc., a charitable organization committed to the future of Sweet Briar College, stands ready to provide new leadership and support.  To contribute, please visit Saving Sweet Briar.  To review the strategic direction for the future, please visit:  Sweet Briar 2.0.

Please also consider reading:  http://beingunlocked.com/2015/05/would-you-like-to-save-a-college-an-open-letter-to-philanthropists-everywhere/

Stacey Sickels Locke, CFRE, is a proud graduate of Sweet Briar College, Class of 1988.  She served as an employee of the College in the early 1990s working on the $25 million Campaign.  During that time, she solicited many leadership gifts which make up the current endowment and she feels a sense of duty that those donations are not used for the closure of the College or for any other purposes than the donors intended. Since then, she has spent her career building support for higher education and the nonprofit community as a staff member and consultant for boards.  As a volunteer, she has served Sweet Briar since graduation as a fundraiser, admissions ambassador and now advocate for the #saveSweetBriar movement. She raises funds for Saving Sweet Briar, a charitable organization committed to the future of the College  She is a member of the Association of Fundraising Professionals (AFP), is affiliated (through the University of Maryland) with the Council for Advancement and Support of Education (CASE) and holds a Certified Fund Raising Executive (CFRE) certification from CFRE International.

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Where is a General (Attorney General in this case) when you need them?

There are a few more men joining the President on top of the "no stone left unturned"....
There are a few more men joining the President on top of the “no stone left unturned”….

As many know by now, I am passionately fighting the closure of my beloved College, Sweet Briar, by the President and the Board.  I have written about my thoughts on the lack of governance.  This post will focus on the curious and shocking lack of leadership by the Virginia attorney general, Mark Herring (you can find his contact form here), contrasted to the swift action of the County Attorney, Ellen Bowyer.  I also share another example of leadership by the New York attorney general intervening in the Cooper Union College.

In the early days of the Sweet Briar College closure announcement, the Virginia attorney general remained strangely silent on the matter of the announced closure.  The President and Board referenced meetings with Mark Herring, Virginia’s attorney general, to “unwind” College operations and unrestricted the endowment for the purpose of closing.  This stunned me.  There was no leadership by the Virginia Attorney General with respect to an investigation into the closure — which would seem a logical first step (well before any closure announcement, but certainly upon learning of one).

State attorneys general oversee nonprofits both because they’re generally exempt from state taxes and because they represent the interests of donors who may lack the means to enforce the terms of their gifts or, once they’re dead, the capacity. (Since such institutions are also exempt from federal taxes, the Internal Revenue Service is charged with ensuring that organizations adhere to their tax-exempt purposes.)  Credit:  Michael Appleton for The New York Times

The County Attorney of Amherst, Ellen Bowyer, has boldly taken action on behalf of donors and to request an injunction.  Her suit charges that:

Closure would violate the terms of the will under which the school was founded and that charitable funds have been misused in violation of state law. (Susan Sverlunga, Washington Post).

Mark Herring, by contrast, evidently is HELPING the leadership of Sweet Briar College to release restrictions on donor’s contributions given over the years.  As a fundraiser, I find this terribly concerning.  I’ve written about the topic of protecting donor intent here.

Virginia Senators have written to the attorney general to express concern and to ask that he take action to protect the rights of donors and the substantial campus.

On Wednesday, Sen. Chap Petersen, D-Fairfax, asked Herring to issue a legal opinion on what must be done with money and other gifts that have been given to the college, including its substantial campus. He also asked Herring to clarify the obligations of Sweet Briar’s board of directors.

“It seems to me if their duty is to try to fulfill the mission of the school, they ought to be making some effort to keep it open or at least look at the option of keeping it open,” Petersen said. (Alicia Petraska, Lynchburg News and Advance)

Cooper Union College in New York is under scrutiny by the New York attorney general, Eric T. Schneiderman.  It provides a contrast in leadership and action:

In what should be a ringing alarm for nonprofit boards across the country long accustomed to minimal scrutiny or accountability, Attorney General Eric T. Schneiderman of New York has signaled that the laissez-faire approach to nonprofit governance is over. (James Stewart, New York Times)

By contrast, Mark Herring of Virginia sees his role as meeting with College officials to violate donor intent.  How can he think he is doing his job?  One would think he would have more Virginia citizens wanting him to advocate for the College and to examine any possible mismanagement of funds.  The Washington Post reported,

Herring essentially argues that in such a situation, with a charitable institution (the college, a nonprofit established in a bequest from an estate) disbanding, the state attorney general has been granted authority by the General Assembly to determine what is necessary to protect the public interest. (Susan Sverluga, Washington Post).

Back in New York, Eric Schneiderman boldly stepped in BEFORE Cooper Union College faced financial ruin.   The New York Times reported:

Apart from the impact on Cooper Union itself, what’s striking about Mr. Schneiderman’s investigation is that his office is intervening before its financial problems ruin the school. Cooper Union’s endowment stood at $735 million at the end of its most recent fiscal year and, despite its financial woes, it is in no imminent danger of failing.

“It’s easy to forget, but New York’s charities, collectively, are a big and important part of our state’s economy, and I consider it my responsibility to promote and protect the nonprofit sector,” Mr. Schneiderman told me this week. “In part, we do that by aggressively investigating and prosecuting fraud. But we work just as hard to prevent mismanagement before it starts and, whenever possible, get troubled charities back on track.”

It would be appropriate for the Virginia Attorney General to aggressively review the President and Board of Sweet Briar College.  He might consider how the President was elected; whether the Board truly took all measures possible before resorting to closure; whether the financial records accurately state the condition of the College.  He might consult neutral experts such as the accounting firm which audited the Colleges’ financial statements most recently or the accrediting body of the College which granted accreditation for another 10 years in 2011.

By contrast, in New York, their attorney general takes action before “disaster strikes”:

The Cooper Union investigation fits into the New York attorney general’s office’s broader strategy to get ahead of potential crises by “stress testing” nonprofits that show signs of potential trouble, such as large operating deficits and excessive spending rates on endowments, said James Sheehan, the chief of the office’s charities bureau. “Once an organization is in trouble, donors don’t want to give money and people don’t want to join the board,” he said. “We want people to anticipate these issues before they become disasters.”

Such disasters have befallen the New York City Opera and Long Island College Hospital, two major New York institutions that collapsed in financial disarray in recent years, and the Crystal Cathedral in California, which filed for bankruptcy protection in 2010 after accusations that its board had imprudently borrowed against the endowment.

Unfortunately, Virginia did not have any “stress testing”.  Perhaps it was a matter of staffing or a view of role.  However, wouldn’t it be safe to request that the Virginia attorney general take efforts to investigate these types of important matters?  Minimally, might he not stand in the way of his own County Attorney who filed suit against the wrongful closure?

The President and Board of Sweet Briar College are now being held accountable by the people they did not inform or allow to help:  students, parents, faculty, staff, alumnae and the wider community — the majority citizens of Virginia.  Might he not consider the thousands of people begging for at least a proper process within the legal system?

Whatever the outcome at Cooper Union, Mr. Schneiderman deserves credit for putting nonprofit boards on notice that they’ll be held accountable, said Jack B. Siegel, author of a widely used guide for nonprofit directors, whose subtitle is “Avoiding Trouble While Doing Good.” “More states should emulate New York,” Mr. Siegel said.

This is no small matter, given that nonprofits accounted for 9.2 percent of all wages and salaries in the United States and 5.3 percent of gross domestic product in 2010, according to the National Center for Charitable Statistics. Given the many illustrious universities, hospitals, museums, orchestras, theaters and other arts organizations, nonprofits play an outsize role in the nation’s culture. But they have traditionally received little scrutiny until a scandal erupts or they’re on the brink of collapse.

Indeed, more states should emulate New York.  Virginia should take a lead and PROTECT Sweet Briar College, its employees, its students and its donors from the reckless leadership of the current President and Board.  Sweet Briar College employs hundreds of faculty and staff.  Hundreds of students call it home.  Millions in the endowment needs to be protected — not raided.  Finally, the donor’s will should be honored.  The one person in the state who should be advocating for the will of the founder has turned his back.  This is very sad.

Thankfully, we have a leader in Ellen Bowyer who took swift action.

“Time is of the essence,” the suit, filed on behalf of the Commonwealth of Virginia by the county attorney, Ellen Bowyer claims, as college officials appear to be rapidly moving to sell assets, destroy documents and “obliterate contractual relationships governing tenancies and endowments.” (Susan Sverluga, Washington Post)

Meanwhile, Saving Sweet Briar, Inc., along with thousands of alumnae, hundreds of students and parents, community members, the citizens of Virginia and people across the country are doing all they can — primarily through donations and grassroots efforts to raise awareness.   Please share your comments below and, should you be moved to give, make a commitment here.

To share your comments with Mark Herring, Virginia Attorney General, you can use this contact form.

In response to the President's comment that he "left no stone unturned", this image shows the will of the students, faculty, staff, alumnae and CITIZENS of Virginia crying out for leadership.
In response to the President’s comment that he “left no stone unturned”, this image shows the will of the students, faculty, staff, alumnae and CITIZENS of Virginia crying out for leadership.

Stacey Sickels Locke is a proud graduate of Sweet Briar College, Class of 1988.  She served as an employee of the College in the early 1990s working on the $25 million Campaign.  During that time, she solicited many leadership gifts which make up the current endowment and she feels a sense of duty that those donations are not used for the closure of the College or for any other purposes than the donors intended. Since then, she has spent her career building support for higher education and the nonprofit community as a staff member and consultant for boards.  As a volunteer, she has served Sweet Briar since graduation as a fundraiser, admissions ambassador and now advocate for the #saveSweetBriar movement.  She is a member of the Association of Fundraising Professionals (AFP), is affiliated (through the University of Maryland) with the Council for Advancement and Support of Education (CASE) and holds a Certified Fund Raising Executive (CFRE) certification from CFRE International.

Stacey Sickels Locke, CFRE
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Governance – Best & Worst Practices (with Sweet Briar College as a case study)

The President and Board of Sweet Briar College announced on March 3, 2015 its intention to close.  Since that time, the actions and culture of this Board have revealed themselves shedding troubling light into the dark shadows of the Board’s governance (or lack thereof).  It is important for all who care about their schools, colleges, universities and nonprofits to understand how their Board operates and governs.

Types of Boards — Definitions

Governing Board.  A governing board leads the organization from the top.  They are responsible for articulating the organizational mission and executing plans as well as monitoring the effectiveness of programs.  The also have the authority to recruit, hire, evaluate and terminate the President or Executive Director of an organization. Finally, they serve as a fiduciary of the fiscal health of the organization.

Who serves on a governing board is determined by the type of board it is:

Shared Governance Institutions that have a shared governance model include the voices and leadership of stakeholder groups on the Board.  A leader from each constituency group has a “seat” on the Board and participates in decision making.  In a College or University, this means that the head of the official student, faculty, staff, parent and other key groups would sit on the board.  In addition, “at large” members may be recruited from those groups or the wider community.

Self Replicating A self replicating Board replenishes itself by a nominating group within the Board.  Usually, this is a Nominating Committee.  If there is an Executive Committee, that group sometimes has a role in nominating.  Ideally, the entire board is canvassed for suggestions for new members.  Board members meet with potential candidates and their names are put forward for nominating committee review.  The up-side of this model is that the Board has a pipeline of candidates.  The down-side is that the board can become insular as people tend to reach out to people they know and who share a similar point of view.  Diversity of all types becomes threatened in this model (not to mention solid decision making)

Advisory Boards.  Advisory Boards provide industry expertise to academic programs.  In many institutions, they review curriculum to make sure that what is being taught is in line with what job requirements are after graduation for jobs hiring in the field. John McElroy, PhD, CFLE and Linda Dove, MS, ZA, Western Michigan University in an excellent paper on Advisory Boards describe them as follows, 

“..Their main function is to offer support to institution administrators and faculty….comprised of accomplished experts offering innovative advice and dynamic perspectives….can provide strategic direction, guide quality improvement, and assess program effectiveness.”

Sweet Briar College Board of Directors 

In the case of Sweet Briar College, they have a self replicating Board which does not consist of constituency group leaders officially.  The majority of the Board are alumnae.  As the Board does not share its Minutes or documents, the only glimpses we get into their operations are their own statements as well as statements by former members.  The President’s own words describe the decision-making process as a small group of people:

“The board, some key alumnae and I have worked diligently to find a solution to the challenges Sweet Briar faces….”

One member of the Board, Richard E. Leslie, who felt pressure to resign because his ideas and opinions seems to run counter to the “Executive Leadership” gives us a frightening glimpse into the current culture of the Board.  He contrasts the current operating of the Board to his past experience prior to Rice, the current board chair:

During my early years of my seven year tenure the board had vital and rigorous discussions on most issues before reaching consensus.

Fiscal restraint and enrollment increase ideas were monitored and discussed at every meeting.  Times have changed.  Now I must add my name to the list of directors departing before the end of their terms.

Most disturbing is that he states that differences of opinion were not tolerated by the Executive Leadership of the Board.

Each time I tried to argue for fiscal prudence, I was denigrated or ignored.

This is not a sign of healthy board deliberations.  Mr. Leslie was trying to raise some warning calls.  This also gives some idea as to the remaining members of the Board.  If they saw board members who disagreed or raised a contrary opinion being forced to resign and leaving before their terms – and a lack of tolerance for any opinions differing from the Executive Committee – those who chose to remain were likely silent if they held any concerns.

In the past year, Committees met less and less…. We discuss less and less and the presentation of the budget is a foregone conclusion.  Is this good governance?

No, Mr. Leslie, you are exactly right, this is NOT good governance and it is appalling to hear that this is how the current board operates.  Your comments are echoed by others who have left the board, some of whom who have stepped forward to create Saving Sweet Briar.

The most troubling of his comments is important to emphasize:

Why do we even need Committees?  Why do we even need a Board? All decisions are not even made by the Executive Committee but rather a small sub-group of the Executive Committee and passed along to the board for rubber stamp approval.  … the interim President selection was passed along to the Board and it wasn’t even felt necessary to take a vote!

My distrust for Mr. James Jones aside, the Board not having a proper vetting and vote for his appointment as President casts serious doubt as to this Board’s ability to govern.  Furthermore, it gives credence to the call for Mr. Jones to resign or be removed if he was not ever properly voted upon by the Board.

A lingering question I would have related to the changes Mr. Leslie cites are whether the by-laws were amended to change the decision making to a small group.  I cannot imagine a full Board voting to allow a small group to make decisions for them, but let transparency provide the answers in this case.  My understanding is that  there were two votes evidently to change the number of board members required for a quorum:  Once before the February vote from 24 to 23 and then again down to 20 after the announcement.

No outside directors have been appointed to the Board since you (Rice, the current Board Chair) and I (Richard Leslie) were appointed to the Board seven years ago.  All new members have been alums. This is not healthy and fosters a very insular focus that does not encourage the diversity of views necessary for any institution to thrive.

Indeed, the lack of diversity not only in type of stakeholder on the board and the lack of diversity in the alumnae appointed to the Board is cause for concern.  Combined with the fact that the full Board may not have had access to important information or deliberations by the smaller group within the Executive Committee casts doubt upon this particular Board being capable of proper governance.  I would add the lack of representation by stakeholders is also of serious concern including the voices of faculty, staff and the wider community.

There is no plan or even discussion of a plan for Presidential accountability. In my view one of the reasons for the many sad failures in admissions, retention and fiscal restraint is the absence of any performance goals for the President.

This is a shocking.  One of the important fiscal roles a Board plays is the hiring, goal-setting,  evaluation and removal of a President or Executive Director of a nonprofit.  They are the only entity that holds a President accountable.  If this is true, combined with not having a fair vote for the President’s appointment, this would be further grounds for a lack of confidence in and removal of the current President.

I was the lone vote for voting against $1M of our endowment money being spent for yet another strategic plan…. As a member of the “working group” I have repeatedly asked for and not received any information about the actual survey protocols. I have received no information about who at the College is in charge of this massive effort. … Really!!? An outside consultant supervising the work of an outside consultant she hired?

Hats off to Mr. Leslie for being willing to be a lone vote on a Board that seems to take a “rubber stamp” approach to its decision making.  He raises incredibly important points.  Whenever an outside consultant is hired, there should be strong controls put in place for deliverables.  Surveys are only as good as the questions asked and results are only as good as sound methodologies of analysis.  If the protocols were not reviewed by the very working group charged with reviewing and implementing the results, any conclusions those surveys suggest would be in question.  We know now what some of their recommendations were and there are thousands of alumnae who join Mr. Leslie in his concern.

Request for Board Transparency (and best practices)

In the interest of transparency, I would like to see the Sweet Briar Board of directors provide the following (which incidentally is normally available to constituents of non-profits, schools, colleges and universities either upon request or even more readily such as via a website):

  1. Copies of its by-laws.
  2. Copies of its Minutes.
  3. The Committees of the Board and the staff members who staffed those Committees.
  4. Committee Minutes and Reports.  I would like to see reports provided to the Committees of the Board would also like to know whether staff members were included in those Committees whose work focused on important areas such as Admissions, Development and Finances.
  5. Documentation of historic by-law amendments over the past five years if the Committee structure were changed and proof (through Minutes) of a vote taken to approve those changes.  The rationale for having to change the numbers on the board twice in a year.
  6. Documentation of the vote of the Board to approve the hiring of the President and the change from Interim to full President.
  7. An accounting for fees paid to outside consultants and a release of those reports — particularly since endowment funds were used to pay for the study.
  8. How members of the board are found, vetted and nominated and the role of staff when extending invitations (reference Teresa Pike Tomlinson being asked about serving on the Board by a staff member).
  9. How the Alumnae Board and the Board of Directors sees its role (if the by-laws are not clear on this)
  10. How other entities of Sweet Briar with their own Boards relate to the Board of Directors
  11. Are there Advisory Boards for any of the academic areas for Sweet Briar?

Resources:

Legal documents including Mr. Richard Leslie’s letter quoted herin

Association of Governing Boards:  Consequential Boards

Saving Sweet Briar

Personal Feedback & Observation

As an employee of Sweet Briar College in the 1990s, I participated in the Development Committee of the Board and was invited to attend Board Meetings.  Granted, I sat on the side of the room, but I was present for board deliberations, votes and reports from all Committees, not just Development.   While there were some deliberations that occurred in closed session, my recollection was that it was only pertaining to the evaluation of the President.   I do not recall a board member ever leaving before their term was out.  The fact that the current board has had several members leave before their terms expired is not a good sign.  Mr. Leslie gives us a clue as to why he resigned – he felt he was forced out.  We do not know about the other members, but one could reasonably guess that they had concerns.  Having to amend the by-laws for the number of members twice in a year is also troubling.

At the University of Maryland, I have been elected to sit on the University Senate.  A shared governance model is a strong model for higher education and one that I think a future Sweet Briar should employ.  By having shared governance, all key stakeholders can deliberate their unique issues and present a unified voice to a larger Board or Trustees.

One of the most powerful lessons I have learned in managing boards came when I served as Executive Director for the Foundation for Anne Arundel Community College, voted the top Community College in the country and with an enrollment of over 50,000 students.  The Board Chair, F. Carter Heim, abolished the Executive Committee of the Board as one of his first actions when he took office.  As a staff member, I liked the Executive Committee, it allowed me to write reports and handle business within a small group.  However, I quickly saw the merits of Mr. Heim’s philosophy.  Board participation in meeting attendance, committee attendance and giving increased dramatically.  Mr. Heim’s philosophy was that there should not be anything outside the purvue of the entire Board.

Finally, I would suggest that a strong network of Advisory Boards be employed in each major on campus for Sweet Briar to maintain its connection to graduate-level education progression and hiring opportunities.

Sweet Briar College offers some important lessons for nonprofits, schools, colleges and those who love those institutions.  I will continue to share those I find most pertinent.  Please comment below if there are issues you would like to see discussed.

Stacey Sickels Locke is a proud graduate of Sweet Briar College, Class of 1988.  She served as an employee of the College in the early 1990s working on the $25 million Campaign.  During that time, she solicited many leadership gifts which make up the current endowment and she feels a sense of duty that those donations are not used for the closure of the College or for any other purposes than the donors intended. Since then, she has spent her career building support for higher education and the nonprofit community as a staff member and consultant for boards.  As a volunteer, she has served Sweet Briar since graduation as a fundraiser, admissions ambassador and now advocate for the #saveSweetBriar movement.  She is a member of the Association of Fundraising Professionals (AFP), the Council for the Advancement and Support of Education (CASE) and holds a Certified Fund Raising Executive (CFRE) certification from CFRE International.

Stacey Sickels Locke, CFRE

 

 

 

 

 

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