The first open session of the 2015/2016 academic year for the Carleton University Board of Governors had some fascinating and meaty items. The real blockbusters for me all occurred during the first two or three minutes, just before and after the agenda was voted upon. These were due process issues, which I will focus on before discussing a few substantive issues.
But, before delving into any of that, I need to remind readers that this blog is merely my record and interpretation of open session events and open session documents presented therein. I have not, do not, and will not report on items from closed sessions of the Board of Governors nor from any documents that are labeled closed or confidential. Furthermore, this blog post is not meant as a surrogate for the minutes of the meeting, which constitute the official record of each meeting.
Open session was opened to the public
At the meeting on 29 September 2015, there were a few community guests in the audience. Most noteworthy, reporters from the student newspaper, the Charlatan, were finally again allowed to attend the most important of open meetings that occurs at this university, i.e. open sessions of the Board of Governors, after being barred at the doors from recent so-called open sessions. Opening up open sessions at the meeting on 29 September 2015 to the Carleton community, including to students, staff, and the press, was a great start. Now all that has to happen is that the Board’s executive needs to stop demanding advanced written permission for these people to attend a supposedly open session. I also believe that the chair of the Board should stop demanding that guests refrain from recording opens sessions. Open should mean open.
Opening remarks from the chair
The chair of the Board opened the meeting by stating two things. First, that at least one member of the Board had not yet signed the new “Statement of General Duties, Fiduciary Responsibilities and Conflict of Interest” (the “Statement”), but needed to do so forthwith. This Statement was approved by the executive committee on 24 August 2015, which was promulgated to the entire Board as an open (i.e. non-confidential) document with a footer stating the date of executive committee approval. Bylaws and Procedures of Carleton University’s Board of Governors allows its executive committee to take some actions without full Board approval, such as ratifying collective agreements and dealing with emergency matters. But amending this Statement does not fall into any of those categories. Instead, the bylaws are very specific that revising this Statement is a power solely vested in the full Board, not in any of its committees. Article 10.9 of the bylaws states, “Duties and responsibilities of Governors are summarized in the document titled ‘Statement of General Duties, Fiduciary Responsibilities and Conflicts of Interest,’ adopted by the Board at its 550th meeting (17/12/2008), as such may be amended from time to time by ordinary resolution of the Board.” This is one of the only places where the bylaws are specific about who and how things are voted upon. Yet, the Board’s executive committee ignored its own bylaws in attempting to amend this important document without full Board ratification. Despite what it says in the executive committee’s terms of reference (also available here), the executive committee’s terms of reference cannot supersede the Board’s Bylaws. Given that the full Board has never approved this new Statement, members of the Board should not be required nor even asked to sign it.
Second, the chair of the Board then mentioned the procedurally failed bylaw changes from late June 2015 concerning excluding union officers, closing of open sessions, and requirements for calling special sessions (links to the previously proposed bylaw changes can be found here), but stated that the Board’s executive committee would be proposing new bylaws in January 2016, with the full Board getting to vote on these matters later in 2016. What seems peculiar about this is that bylaw changes fall under the bailiwick of the Board’s governance committee, not the executive committee. See the Board’s governance committee’s terms of references (also available here).
The chair of the Board then called for a mover and seconder for the open session agenda. Before a vote could take place, I asked for the open session agenda to be amended so that the Board could vote to approve new Governors. The chair replied there was no need for such a vote because the executive committee had recently approved all new members on behalf of the full Board and that the materials for the meeting of 29 September 2015 fully documented and explained this executive committee action. The chair then asked and received confirmation of this assertion from an advisor to the Board. However, in my opinion, there are two huge problems with this executive committee decision and consequent lack of a vote by the full Board on newly nominated Governors.
First, the minutes of the executive committee are not open session documents, but are part of the closed session consent agenda and are thus deemed confidential. Therefore the chair of the board and the advisor to the board breached confidentiality at the 29 September 2015 open session. In other words, the chair violated the “Statement of General Duties, Fiduciary Responsibilities and Conflict of Interest” that every Governor is supposedly supposed to sign. If the chair signed the new version of this Statement, then this could provide cause for his removal from the Board, given that airing confidential board materials at an open session when the public is in attendance is a far more serious infraction than someone blogging about a session that is labeled ‘open’. The only alternative theory that I can come up with that might excuse this apparent serious breach of confidentiality of closed Board materials is if the minutes of executive committee minutes are over-classified, i.e. should really not be considered closed documents. Over-classification is a way to preclude embarrassment, but is really not something that should occur automatically, as the Carleton University Board of Governors has seemingly done throughout my entire term as a Governor.
The second problem with the executive committee approving new Board members is that this is one of the other few places where Board Bylaws specifically stipulate who can vote. Article 2.1 states, “Right of election of Governors is vested in the Board”, not in any of its committees. While I do not agree with this bylaw, as a matter of due process, I will adhere to it, even if the chair and the advisor to the Board do not.
A rationale for the Board approving new members is to provide oversight. Many Board members are elected by their constituent groups (faculty, staff, students, alumni), which thereby probably provide adequate oversight. As far as I am concerned that is sufficient, but the existing bylaws say otherwise. Lack of oversight occurs for nomination of external Board members and for Board members from constituent groups who are appointed by acclamation because there was only one nominee. In those instances, probably the full Board should vote, as per the existing bylaws, to provide a modicum of oversight. Previous experience says that a vote by the full Board to approve new Governors would take less than one minute. Instead, what we were left with was a Board of Governors meeting on 29 September 2015 in which all votes can and probably should be nullified because bylaw article 2.1 was ignored, despite my protest, and therefore unapproved Governors participated in each vote at that Board meeting.
Some final thoughts in this section. The open session began with an announcement of upcoming proposed changes to the bylaws in the first half of 2016. But why bother with such changes if bylaws (Articles 2.1 and 10.9) are simply ignored by the chair of the board, the executive committee, and an advisor to the board? Why even have a full Board of Governors if the executive committee seems so omnipotent that it can circumvent all Board actions, including those mandated by the bylaws?
Conflict of Interest
Almost immediately after approval of the open session agenda, the chair of the Board explicitly asked for those in attendance to declare conflicts of interest, if they had them. This is a new and, I believe, good procedure for the Board. No Governor declared a conflict of interest on 29 September 2015. However, what makes this curious is that the open session of the Board of Governors was convened at the National Arts Centre (NAC) on 29 September 2015, with food, alcohol, and entertainment sponsored by someone and probably not paid for out of the Board’s own budget. While I don’t know who covered all of those costs, I do know that the post-meeting entertainment, an NAC concert that was free to Board members, was sponsored by the Confucius Institute, which is a political arm of the government of China. A few years ago, the Canadian Association of University Teachers denounced the Confucius Institutes for being “a fundamental violation of academic freedom.” It seems perplexing to me that the Confucius Institute could partly or fully sponsor a Carleton University Board of Governors meeting, but none of the Governors would declare a conflict of interest. At least since 2008, the Board of Governors ‘Statement of General Duties, Fiduciary Responsibilities and Conflict of Interest’ has stipulated that the following constitutes a conflict of interest, “Accepting gifts, benefits or favors from individuals or firms with which the University does business, except as token courtesies.” I sincerely hope that this important conflict of interest rule was not sidestepped because of the loophole that the Confucius Institute and the National Arts Centre are technically not firms, even though Carleton University certainly does business with the Confucius Institute.
While the first few minutes of the open session provided a rapid sequence of due process gaffes (atrocities?), the remainder of the open session seemed devoid of process issues, instead covering several interesting substantive matters, which will be the subject of the remainder of this blog post.
Carleton’s 75-year anniversary, Carleton’s ranking, and universities in financial distress
There was a lot of old-fashioned cheerleading regarding Carleton celebrating its 75th anniversary in 2017. While I have never been a fan of such shameless self-promotion, especially over something that we really have no control over, our date of birth, this is being done tastefully. The university has a new set of banners featuring a diverse group of nine people who have been associated with Carleton University. Kudos to the university communications staff for being so progressive.
There was a perennial discussion about how Carleton ranks amongst other comprehensive universities in Canada. Comprehensive means that there is focus on both research and teaching, but there is no medical school. Carleton has supposedly moved up from the seventh to the sixth ranked comprehensive university, but the unrealistic goal in our strategic integrated plan has been for Carleton to rise to the third rank.
One of the Board of Governor’s primary tasks is to oversee the finances of Carleton University. Given that the province supplies almost half of the operating funds to each university, financial viability can and probably should be measured in comparison with other provincial universities. There was extensive discussion of financial distress at five Ontario universities, none of which was Carleton. Discussion seemed to swirl around Carleton not being at or near the bottom of that pack because the province – if they ever opted to close a university – would probably choose one of the least financially viable ones. This provided incentive for Carleton to take fiscally prudent actions, including doing better with fund raising.
Let me go out on a limb and state that the subjects of the above three paragraphs – 75th anniversary, university ranking, and financial viability – are probably all intimately related. On a very broad level, the oldest universities are the most financially viable and have the highest rankings, whereas as the more recently founded universities are financially stressed and have low rankings. The Council of Ontario Universities (COU) should be able to quantify and corroborate this correlation. If true, then maybe we have very little control over our ranking and finances, much like we have no control over our date of birth. That does not mean we should give up increasing our ranking and improving our finances, but that we can only induce slight changes above or below what is predicted by our institutional age of 73 years. Furthermore, the Ontario Ministry of Training, Colleges, and Universities (MTCU) needs to understand this when allocating resources. The province should reward institutions that are doing better than expected after accounting for age of institutions and presence/absence of medical schools, i.e. look at the residuals, not the overall rankings. This would level the playing field and is a tack that I believe Carleton could be very successful in pursuing.
Someone asked whether Carleton waives its employees’ intellectual property rights. Carleton University and University of Waterloo are unusual in allowing their employees to keep intellectual property rights rather than have them automatically assigned to the employer. Carleton does, however, on a case-by-case basis, negotiate for some of these intellectual property rights in exchange for providing specific employees with internal funding to develop such patents.
The federal government has been giving infrastructure grants to several universities throughout the country, but not to any in Ontario, ostensibly (according to those at the open session) because of frictions between Stephen Harper and Dalton McGuinty/Kathleen Wynne.
Carleton has a new Strategic Initiative Fund, but has never disclosed how it will be spent. The administration offered to remedy this deficiency at the November 2015 Board meeting.
There exists a consortium of nine Canadian universities, CALDO (Calgary, Alberta, Laval, Dalhousie, Ottawa…and later Queen’s, Saskatchewan, Waterloo, Western) to bring Latin American students to graduate programs at consortium member institutions. The primary carrot is offering domestic tuition to these international graduate students. It is not obvious to me why Carleton is not a member of this consortium, although there may be good reasons. From my own research program, I know that several Latin American countries turn out university students who are, on average, as good those as from any other country, so would truly welcome this change.
Carleton University’s strategic integrated plan states that one of our missions is to “disseminate knowledge”. The strategic integrated plan also states that part of our vision is to “encourage creative risk taking.” This Carleton University Board of Governors blog is exactly that, creative risk taking to disseminate knowledge. Quashing this blog would effectively say that Carleton’s Board of Governors and upper administration really do not believe nor adhere to the very principles that its leaders advertise are so crucial to our institutional identity. As the late Max Keeping, a Carleton University honorary degree recipient for his work in journalism, supposedly insisted (link here), there will always be a demand for local, community-based news. I am simply doing my small part to provide the supply. As always, I truly welcome your feedback.