Imagine that you are a member of a board of directors, of a company or a non-profit or of a university — indeed, any kind of organization. Imagine that you find out that, for the past few months, the chairperson of that board has been acting without talking to you, without consulting the board in general and without obtaining board approval for their actions. And imagine further that you find out that over the past few months, the board chair (1) had conversations with people outside the organization about the leadership of your organization, (2) hired a lawyer to represent her in discussions with that leadership, (3) made repeated representations to the leadership about the board’s positions and finally, (4) forced out a highly successful and popular president of the organization with little reason — all without asking for board approval or a vote.
Imagine also that the board’s chairperson then went public with an account of her decisions that was directly contradicted by the president and others with personal knowledge of those events. Imagine that government officials are now investigating those decisions for impropriety.
Imagine also that your organization is now in turmoil, with members of the organization calling for resignations and holding votes of no confidence and that this turmoil has become national news, besmirching the name of your organization and undermining its status as a leader in its field. Your once-proud and great organization is in free fall.
If you were that board member, what would you do? What does your fiduciary duty require you to do?
Here is what you should not do — remain silent, sit on the sidelines, ignore the damage being done, make no moves to right the ship, hide in your bunker, shrug your shoulders or pretend it is business as usual.
And yet that is exactly what the 11 other members of the University’s Board of Visitors seem to be doing now. While the faculty, alumni, students and multiple university organizations call for accountability and demand the resignation of the Board’s leaders, the remaining members of the Board — 11 persons in all — remain silent, unmoved, perhaps inactive.
In any other organization, this would be DEFCON 1, the highest state of alert and a requirement to take action. But the Board seems not to be making any effort at all.
Maybe Board members are acting behind the scenes. If so, what have they accomplished? Do they wish to take any responsibility for what has transpired? Or will they continue to claim ignorance, even after all the facts have been laid out before them? Maybe individual Board members support everything that has occurred. But if individual Board members support the actions of their leadership, they should say so. And if they do not, they should say that too. What they cannot do is hide behind Board leadership.
If this Board insists on selecting the University’s 10th president without pausing the search as has been requested by leaders inside and outside the University, that leader will be saddled with an extraordinary burden. The new president will have to move the University beyond this generational crisis and establish trust in his or her leadership while fully under the cloud of a group of Board members whose performance has been ineffective and complacent at best and actively destructive to the institution at worst. The search for a new permanent president must be paused and re-assessed, recognizing the alarming accountability issues which plague this Board of Visitors.
The truth is that it does not matter if the Board members are ignorant or complicit in the disaster that has befallen the University. All members of the Board of Visitors — like members of all boards — have the same fiduciary duties and the same responsibility to act with the utmost care in governing their organization. Being “out of the loop” does not absolve you — resignation is always an option if you have been regularly excluded from key decisions. And if you have agreed to the bad calls that have been made, you have to step up and take responsibility.
The entire Board — not just its leadership — is responsible for what is, at best, utter negligence and dereliction of duty at the University — and what is, at worst, serious malfeasance. They, too, should be held accountable for their acts and omissions.
Ann Brown and Chris Ford are the co-chairs of Wahoos4UVA. The authors can be reached at opinion@cavalierdaily.com.
The opinions expressed in this guest column are not necessarily those of The Cavalier Daily. Guest columns represent the views of the authors alone.
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