April 5, 2006

Tony Ahrens called the meeting to order at 1:45 p.m.

Present: Professors Ahrens, Becher, Bennett, Burke, Cochran, Durant, Flug, Gill, Girard, Belson, Isaac, Jacoby, Loesberg, Mardirosian, Petit, Richardson, Riley, Sampson, Schaeff, Dean Mardirosian, and Provost Broder.

Welcome and Introduction, Tony Ahrens

Approval of the January and February minutes has been deferred until the May meeting.

Report of the Provost, Ivy Broder

Provost Broder has just returned from a successful Conversion Reception in Los Angeles. This was a meeting of admitted students and their parents. She spoke about faculty, programs, and accomplishments. There was a very high level of enthusiasm and attention on the part of the students.

Currently, there is a review of the international strategy that Dr. Kerwin has initiated. It has been several years since the task force report of 2003 review that Vice President Pastor headed. There is a feeling that it is time now to look at strategy, make sure goals are still appropriate, and evaluate how programs are assessed and organized. Dr. Kerwin has organized this review by setting out a number of questions that he is asking and will collect information to prepare a report for the Board of Trustees. Some of the questions are:

(1) What are the appropriate number and characteristics of the undergraduate international students such that AU can create a global character to the institution?

(2) What about organization of recruitment and retention efforts for those students?

(3) Are the goals of the 2003 report appropriate in terms of the study abroad mix?

(4) Have these programs been subject to the same standards of assessment as the regular academic programs?

(5) What is the appropriate level of support for the faculty in these efforts?

(6) Are AU’s curricula sufficiently focused on global issues?

(7) Should AU’s management of American-style universities be expanded and where in the world should they be focused?

(8) How can AU best maintain effective relations with alums who are living and working outside the US?

(9) How should efforts to be a premier global university be organized and managed?

Provost Broder announced that Dr. Kerwin will be hosting a forum on April 11 at 4:15 pm at the Kay Spiritual Life Center to discuss the goals of AU. This is will be a question and answer forum as an attempt to get feedback from the campus community.

Additionally, Provost Broder announced some recent academic news. There was another Truman Winner, Stacey Almanger. This represents the third winner in four years. Additionally, AU has set a record for the second year in a row, by receiving the most Presidential Management Fellows of any other university in the country, with thirty-four. Also, U.S. News and World Report came out with their Law School rankings. The Washington College of Law has remained in the top tier and has moved forward from number 47 to 43. Additionally, WCL was the 20th most diverse law school and there were only five other law schools that had higher rankings than AU in the overall rankings and that had higher diversity rankings. This combination should make the AU community very proud. Finally, twenty-one Kogod Students participated in the Washington Initiative to volunteer to help taxpayers with limited English.

Report on Governance Reform, Tony Ahrens and Steve Silvia

Professor Ahrens reminded the Senators that the governance committee was created last November and was charged with bringing forward a proposal to the Board of Trustees. The initial meeting was held in December, weekly meetings were held since January, an open-house was held with the faculty, and the committee met with the Board’s governance committee on multiple occasions. The committee was formed as a result of the events of last fall surrounding the resignation and buy-out of former president Ladner. Upon studying governance at AU, it has become clear that those events of last fall were symptomatic of problems that have been present for some time. The proposal reflects that perspective.
Professor Silvia mentioned that the committee worked very well together in a constructive and positive way, under the hard-working efforts of Professor Ahrens. The purpose of the committee’s proposal is to enhance the quality of governance at AU. There are four main things that are stressed in the proposal:

(1) oversight – improving the capacity of the Board of Trustees to conduct rigorous oversight of the university executive

(2) accountability – the construction of mechanisms of accountability to improve the quality of the Board of Trustees

(3) transparency – to bring greater transparency to the university

(4) participation – expanding community participation, with the committee’s report focusing on faculty participation.

Professor Silvia stressed that governance at AU can be improved by having the faculty present to be engaged in the various discussions about what happens on campus, to have a set of institutions that maximize the likelihood that the Board of Trustees will listen to the faculty, and to enhance the quality of the Board of Trustees. The faculty can maximize its representation, impact, and voice. It can also maximize the Board of Trustees’ listening to what faculty is saying, and thereby improving the quality of governance at the university by following the recommendations that the committee has outlined.

Professor Ahrens added that the Senators have several options: to endorse the proposal, to receive it, to reject it, or to pass no resolution at this time.

Open Discussion

Professor Richardson noted that at the SIS faculty meeting this came up with three comments:

(1) faculty deeply appreciate the work done by the committee

(2) the majority of faculty feel they should have full voting rights on Board

(3) the majority of faculty have expressed their unease with certain members of the Board of Trustees who served during the Ladner presidency.

Eileen Findlay, member of the committee, said that the CAS/EPC endorses the spirit and direction of this report as a first step toward more effective governance at AU. They urge continued active communication with the Board of Trustees and stakeholders.

Additionally, the CAS/EPC urges the Senate to extend the mandate of ad hoc committee to continue overseeing the Board Reform process until the process is completed to the satisfaction of the faculty.
Professor Ahrens explained that at their May meeting, the Board of Trustees will likely take up a proposal for reform and in the process, they might want to talk to the faculty. Given that, it makes sense the there be some mechanism whereby the faculty could engage in some conversation. Thus it might be helpful for the Senate to extend the mandate.

Professor Riley asked whether there was any information collected from universities pertaining to faculty representation. Professor Silvia outlined that of the top 150 universities, roughly 18% have some faculty representation on the Board of Trustees, but there is variance as to whether they have voting rights or not. A consistent opinion, however, was that the mere presence of the faculty was what was pivotal.

Professor Burke said that regarding voting rights, the committee came to an agreement for giving the report internal consistency in that faculty should not have a vote since at the same time they were arguing for the president’s vote to be taken away.
Professor Loesberg said that he is in favor of the faculty voting because there are not enough compelling reasons to take the vote away from faculty.

Professor Richardson suggested that since it is so important why not allow the faculty the vote. He also wondered how the Board of Trustee deals with conflict of interest. Professor Silvia said that the Board of Trustees is discussing strengthening its conflict of interest provisions. With faculty participating on the Board, the faculty would then have a voice in this issue.

Professor Petit asked if anyone knows how the Board of Trustees feels about these voting issues. Professor Ahrens answered by saying that when the Board makes its final recommendation then many of the questions will be answered.

Ms. Flug mentioned that the presence and voice of the faculty is powerful, perhaps more so than the vote itself. Similarly Professor Cochran said that what is more important and not negotiable is faculty participation in all executive sessions. Further, Professor Jacoby agreed as well that faculty participation is crucial and more important than the vote.

Professor Ahrens explained the reasons he favors faculty not voting. It feels odd to have the faculty vote but not the president. Voting can create either a real or apparent conflict of interest, undermining the perception of legitimacy of the process. Professor Silvia shares the idea of the parallel between the president and the faculty vote. He added that having three faculty members present is quite important.
Professor Belson said that oversight is even more important than voting, and having a clear structure for oversight is vital to preserving the balance of power.

Professor Burke stressed that faculty voice is more important than the vote. However, if the Board of Trustees decides to leave the president as a voting member, then perhaps voting as a whole should be again on the table for discussion.

Professor Gill asked whether the committee considered representation of other university constituencies, such as staff and students. Professor Burke responded by saying that the committee decided that it could only speak for the faculty. Additionally, Professor Silvia stressed that they did tell the Board to listen to the other constituencies.

Professor Loesberg mentioned that if the faculty is given the vote then there should be a different forum for choosing the faculty. Further, Professor Burke said that the Senators are elected by the schools and colleges, and then the Senators elect its own officers.
Professor Sapieyevski asked about the timeline on this proposal, and suggested that the final decisions should be made possibly when the full Board is in place.

Professor Ahrens said that there are twenty members on the Board currently, five members have resigned. According to the guidelines, there should be at least twenty-five members. Furthermore, at the May meeting there will be elections for a number of new members to the Board. Those newly elected members would start subsequent to the May meeting. Professor Jacoby stressed that the Faculty Senate should schedule a tentative meeting after the Board’s May meeting, so as to discuss the outcome.

Professor Cochran suggested that perhaps the faculty could actually vote on who the Board of Trustees are. Professor Ahrens noted that they are proposing that there is faculty representation on the Board.
Professor Burke mentioned that no one knows actually what the Board will discuss pertaining to this, but the faculty hopes that they take up the issue at their May meeting.

Professor Silvia said that adding the President as an ex officio member of the executive committee would certainly make oversight by the Board more difficult. Professor Cochran mentioned three points: it makes sense that the President should be a member of the executive committee since he is the chief executive of the university, it does not make sense that the Board chair would not be the chair of the executive committee, and the language which refers to actions taken by the executive committee should be reported immediately to the whole Board and ratified should be reworded to say that any action not ratified would not have any effect. Professor Silvia responded by saying that these are very valid points which the committee supports. However, in an effort to preserve oversight, it is important to keep separate the University President and the executive committee. Further, whether the chair of the Board should also be the chair of the executive committee is a valid point. Regarding point three, the intent of the language is that if the Board does not ratify something then that action is null.

The executive committee is not listed in the bylaws as a standing committee. Professor Loesberg suggested that the language be changed to say that the chair of the Board cannot chair any committee other than the executive committee. He also agreed that if the Board is to do oversight, then the President should not be on the executive committee, but he could attend meetings as a resource. This was accepted as a friendly amendment. Professor Ahrens stressed the broad principle that the Board needs to act cohesively in ways that it did not in recent actions. Steps could be taken such as more Board meetings and having regular retreats that are extensive that try to promote cohesion. Ms. Flug mentioned that while many of the Board members have the financial ability to attend extra meetings and pay the high cost of hotels in DC, many of the people of higher education who would like to attend meetings and conferences may not have the financial basis of attending such activities.

Professor Loesberg proposed that item 9 be rewritten to say: any decision of the executive committee in order to take effect must be ratified at the next Board meeting. Professor Ahrens mentioned that he is concerned that this language would not allow the Board to act quickly in the event of an emergency. Professor Burke said that the language saying that executive committee actions must be ratified does not preclude them from being effective in the interim and from the Board acting if an emergency arises. Professor Loesberg said that perhaps no change to language is necessary since anyway, if the full Board does not like an action of the executive committee, they will not ratify it. By leaving the language as it is, the executive committee may have more interim power.

Professor Burke stressed that the core concept is that the actions of the executive committee be communicated to the full Board. Professor Cochran noted that with the recent events, there appeared to be schism within the Board such that the executive committee appeared to be acting unilaterally and directly acting with the President. And he wondered how to deal with an action that has already been taken but many feel should not have. Professor Silvia said that this is all a trade off, in the sense that having the provision in place and knowing that an action will have to get ratified, will give the executive committee the incentive to get the full Board‘s input. Professor Loesberg reminded everyone that it was the executive committee acting alone that actually moved the Board forward last fall, and that if their hands are tied by such a proposal, the events of last fall may have played out differently. Most of the Board seemed happy about the ‘97 contract’, even after the action had been taken.
Professor Jacoby proposed a motion to endorse the spirit, general logic, and action items of the proposal. After discussion about this, Professor Cochran suggested that the Senate ratifies the fifteen action items for consideration, and with specific recommendations of the committee. Professor Loesberg seconded the proposal.

Professor Ahrens discussed the pros and cons of convening the Senate for another meeting next week. Professor Loesberg does not feel that the nature of the debate today would actually change next week and that perhaps should settle it today. Professor Cochran agreed and said that the Senators should vote on each particular action item. Further, he motioned to change the wording in action item 3 to say voting instead of non-voting. There was a second. But after the vote, the amendment failed.

Professor Burke said that all of the Senators seem to agree with all of the action items. Professor Jacoby summarized by saying: the Senate commends the ad hoc governance committee for their work in preparing a very thoughtful report and endorses the spirit, general logic, and fifteen action items specified in the report. Professor Loesberg added that it could be reworded to say: the Senate commends the ad hoc governance committee for their work in preparing a very thoughtful report and endorses the spirit and general logic, and ratifies the fifteen action items specified in the report. This latter wording was seconded. Professor Ahrens counted 16:1 in favor.

Professor of the Practice, Richard Bennett

Professor Bennett thanked all of his colleagues who helped with this proposal. He added that the proposal is in the final stages and there should be draft circulated soon.

Report of the Chair, Tony Ahrens

Professor Ahrens and Stephen Silvia attended the U.S. Senate meeting on March 3rd. The main point of note is that the four outside experts who were brought in were consistent in urging the U.S. Senate not to intervene at this time.

Professor Ahrens thanked Jonathan Loesberg for directing the counting of the ballots in the recent elections, and also Melissa Becher for helping to count the ballots. He offered congratulations to Gary Weaver who was reelected to an at-large seat and Brian Forst who was elected to an open seat. Professor Ahrens offered congratulations to all who will serve.

According to the current academic regulations, newly elected Senators take office on May 1st. Professor Ahrens would like to propose an amendment to the academic regulations so that starting next year the newly elected Senators could take office on September 1st. Professor Loesberg asked whether the current Senators could vote now on this. Professor Ahrens said that he thought about it and has come to the conclusion that it may not be seem right to vote on an item that will pertain to the current Senators rather than the upcoming ones. Professor Loesberg added that in effect the May meeting cannot really vote on anything because some members are not in place and others have not heard all of the issues being discussed. He suggested that perhaps today the Senators could propose a date change and then the upcoming new Senators would then ratify it. This was endorsed by all members.

Professor Ahrens announced that Provost Broder is talking to campus on April 26th at 3:00 pm and that the Faculty Recognition Dinner is on April 23rd at 5:30pm.

Professor Schaeff suggested that the Faculty Senate meetings could be moved to 2:00 rather than 1:45 since many Senators teach at that time.

The meeting was adjourned at 4:15 p.m.