It's been an ugly couple of months at Suffolk University.
Margaret McKenna, a respected two-institution university president, foundation leader and civil rights advocate, agreed to step down in eighteen months after a very public battle with a faction of Suffolk's trustees, led by its outgoing chairman, Andrew Meyer.
As part of the deal, Mr. Meyer will also end his chairmanship after completion of his term this spring.
The deal has not, however, diminished the "he said/she said" public spectacle, largely carried out on the pages of Boston's daily newspapers.
Mr. Meyer released a memo defending the Suffolk Board's actions after charges by Ms. McKenna that the Board had failed to update its by-laws, contribute financially to the level that they should be expected to as trustees, and devote enough attention to increasing diversity at the University.
Mr. Meyer wrote: "The board has taken its governance responsibilities seriously and has worked diligently to craft a final set of new by-laws in which we can all take great pride." In late February, he also released an additional five-page memo on why the by-laws have taken several years to update.
In his memo, Meyer elaborated further on the level of their annual financial contributions, noting that "many of us have personally contributed tens of thousands, and some hundreds of thousands, of dollars to the university." The concern is additional fall-out from a charge that Ms. McKenna had not met the Board's fundraising targets set for her.
Until this point, there's not much new news beyond some standard finger pointing. But it's also the moment when the story gets interesting. And most significantly, perhaps, it's also where the problems in university governance become most clear at Suffolk.
Among the Board's accomplishments, Mr. Meyer cited their oversight in the hiring of the first female law school dean, who is of Jamaican descent, as well as a female provost, a female chief financial officer, and an Asian-American female dean in the College of Arts and Sciences. He noted that of the Board had 21 male and 7 female members, including two people of color.
The story gets more detailed as Mr. Meyer continues. On behalf of the Board, Mr. Meyer took credit for six years of budget surpluses, high sale prices for downtown real estate once owned by Suffolk, and an on-time completion of new academic buildings.
Heck, who even needs a president and senior administrative staff? Or, for that matter, why worry about the faculty's role in governance? The point is that Mr. Meyer's trumpeting of Board accomplishments is a damming statement as much about what Boards should not do.
Boards have three critical responsibilities. They set program goals and provide high level oversight, serve as financial stewards, including but not limited to approval of an annual budget, fundraising goals, and endowment distributions, and hire, nurture, and replace the president, as necessary.
It is not the responsibility of the Board to hire senior staff and create budget surpluses through effective administrative management. It is not the duty of the Board to negotiate (although it can approve) land sales or complete new buildings on time and on budget. Presidents, and the senior staffs of their choosing, manage the enterprise. That's why universities employ them in the first place.
The explanation for the by law change delays only adds head-scratching additional nuance. In the second memo, prepared by E. Macey Russell, the former chairman of the Suffolk board's by-laws committee, Mr. Russell explains that the Board has researched other by laws, hired two consultants, and revised more than five drafts that contained almost 20 changes. Ms. McKenna's arrival as president understandably delayed consideration, as did differences among trustees on the by-law changes themselves.
Mr. Russell wrote: "Often there were genuinely different perspectives expressed and communicated in a collaborative and good faith spirit, such as trustee term limits, age limits, and officer selection processes." The examples provided suggest that the heat generated in the by-law discussions was mainly about how the trustees would continue to relate to Suffolk through their Board work. There is not much light on whether the Board's by law working group understood how by-laws should provide oversight in shared governance beyond the trustee's squabbling about their roles.
Translated from board speak through legal interpretation into American English, Suffolk University is dysfunctional, beginning at the highest levels of governance. NEASC, the regional accreditor, must step in, perhaps with some active assistance from groups like the Association of Governing Boards in Washington.
The University must commit to governance that defines duties and responsibilities, and respects faculty, administrators, and trustees who have critical roles to play. This is not an endless legal debate about "what if's" that delay and obfuscate the need for change.
It's about the future, how to define and shape momentum, and grow a University - with some important collaborative decisions made quickly. It's probably better not to do so by airing grievances on the front page of the Boston Globe as the first example of the new maturity in shared governance of Suffolk.