26 April 2016

Prison-like security

Once again, anybody attending the board meeting had to run a gauntlet of security officers. Special constables were stationed in the parking garage, at the first floor elevator, first floor stairway, second floor stairway where the boardroom is, outside of the boardroom door, and possibly on other floors further up. The elevator and doors to the stairway were locked, with special constables unlocking the doors only for allowed board members and guests of the university president. I had to pass through three police ‘checkpoints’ to enter the boardroom. Shades on the boardroom windows were fully drawn so that nobody could look in from the outdoor Gandhi statue into the boardroom. Police barricades, yellow sawhorses, were set up at the side of the road by the boardroom window. This is an utterly unwarranted and embarrassing level of security for a supposedly open session of Carleton’s board of governors.

The open session began with an announcement that minutes of the 21 March 2016 open session would not be voted on because the board’s executive wants to add unspecified new items. The acting chair provided no further details. The 21 March 2016 minutes were sent to all board members on 18 April 2016, supposedly ready for approval. This timing seems odd insofar as the board’s executive committee met on 14 April 2016. Regardless, I shall eventually compare old and revised versions of the 21 March 2016 open session minutes to analyze what changed. As with the extreme security, this secrecy over open session minutes seemed like a suspicious and dubious way to start an open session.

Appendix A and B of the new board bylaws

Today’s open session was dominated by passage of Appendices A and B to the new bylaws, bylaws that were passed with dissent on 21 March 2016. Appendix A stipulates which materials and topics are to be open versus closed. Appendix A is a reasonably good document. Appendix B contains “Rules of Procedure at Meetings”, is poorly written, and further centralizes power in the board chair and now completely imposes tyranny of the majority. Appendix B is an embarrassing document.

Before delving into details regarding the two appendices, I need to discuss what these appendices are procedurally. The advisor to the board and vice chair of the governance committee (the chair of the governance committee was absent) pitched these appendices as not being bylaws themselves, but instead being standalone guidelines akin to the Code of Conduct. Such assertions are either false or misleading. I suspect that these assertions were in response to my 22 March 2016 point of order asking that the new bylaws be repealed because, before 21 March 2016, the board had not yet seen Appendix A and B, which are integral parts of the new bylaws, mentioned explicitly therein. Even more curiously, after the chair of the board rejected my point of order via e-mail by citing Robert’s Rules of Order, I appealed the ruling of the chair via e-mail on 11 April 2016, but the chair never called a vote on my appeal. Yes, once again the board’s executive disregarded its own rules and bylaws. But there are other major problems to considering Appendix A and B to be separate from the new bylaws. First, the appendices are both labeled as being parts of the new bylaw. Second, the motion passed today refers to “Appendices A and B of the General Operating By-law”. Third, if the appendices were genuinely separate from the bylaws and akin to the Code of Conduct, then only a simple majority would have been required for passage. Instead, the board insisted on a two-thirds supermajority for passage. Thus, Appendix A and B are integral parts of the new bylaw, rendering null and void passage of the bylaws on 21 March 2016 because they lacked the requisite five-day notice of the two appendices.

Appendix A does a reasonable job of delineating what should be in open versus closed sessions of the board. In part, Appendix A stipulates that:

The University may allow that a matter be considered in a closed session of a meeting for the sake of frank and open discussion, but any record generated as a result of that discussion is available to the public unless the record is otherwise exempt from disclosure.

This is not only a good tenet, but one that effectively compels the board to release minutes of executive committee minutes to the public as open session documents, at least if the board adheres to Appendix A. Kudos to the board for being so open and open-minded.

Appendix B not only imposes tyranny of the majority, but is self-contradictory and contradicts the bylaws that it supposedly is part of.

In general, rules of order or procedure exist to establish rights for members of a group. Rights are not there to protect the majority, who can always ride roughshod on the minority. This was apparent in late June 2015 when the board violated its own bylaws in trying to change the bylaws. My lone dissent was eventually honoured and the bylaw vote cancelled mid-vote because the board’s executive had not followed its own rules. All this has now changed with the newly passed Appendix B. The new Appendix B and the opinions of the vice chair of the governance committee and advisor to the board all say that the new rules vest virtually all power to rule on procedural matters in the hands of the board chair. The only appeal of that is for a member of the board to call an appeal of the chair’s ruling, which only requires a simple majority vote. Furthermore Appendix B only applies to meetings of the board, hence excludes things like electronic voting. Thus, if there are procedural defects in electronic voting, no points of order are allowed. This flies in the face of Robert’s Rules (Article IV; Section 21), which allows for points of order and appeals at any time if a motion contravenes existing laws, bylaws, constitutions, or basic parliamentary procedure.

I therefore proposed a motion to amend Appendix B to fall back on Robert’s Rules of Order if something is not covered by the new “Rules of Procedure at Meetings” or if some of those rules contradict one another, which they clearly do. This would at least maintain some minority rights. My motion was defeated, but did garner support from both internal and external board members.

Rule 17 of the new Appendix B states that, “Approval by a majority of those members voting or by consent without objection shall be necessary to carry a motion”. This contravenes both the new and old bylaws, which require a two-thirds supermajority for passage of special resolutions. I therefore moved to alter this rule, but my amendment was oddly (and reflexively?) defeated.

Rule 4 (“When every member who wishes to speak has done so, the Chair shall call for a vote”) conflicts with Rule 2 (“The chair in his discretion may impose time limits”). Allowing everybody to speak is inconsistent with time limits. Rule 4 also conflicts with Rule 1 (“only one member should speak at a time, and only after being recognized by the Chair”), at least if the chair is unwilling to recognize members, which has occasionally happened with the current chair. Therefore I moved to delete Rule 1 and delete the quoted part of Rule 2 in Appendix B, but my amendment was defeated.

The new Rule 9 makes no sense (“An amending motion which would nullify the main motion is not an amendment and cannot be introduced”), but I also was unsuccessful in getting it modified. How will you enforce people from introducing such motions? You could rule such motions out of order, but you cannot preclude their introduction.

The above problems with Rules 1, 2, 4, 9, and 17 would largely be obviated if Carleton’s Board of Governors relied on professionally written rules of order, such as Robert’s Rules or Sturgis’s Rules. Yet, instead, our board has chosen to abandon well-written rules in lieu of a set of home-made procedures that do little more than vest all power in the board chair, while revoking any semblance of minority rights.

Commemorative Naming Policy

The board spent a long time discussing a motion brought by the university president to no longer require board approval to name things, such as rooms, building, park benches, gardens, etc. The new policy, which passed, states that board approval will only be required for naming associated with single gifts over one million dollars. The old policy was that the board had to approve all naming, even if there was no associated gift. The rationale given for this change was that the board wastes too much time approving names. However, in my almost three years on the board, there have been no requests to approve commemorative names. Someone who has been on the board for at least seven years said that they had only seen one request to approve a name. Therefore I am highly suspicious of this new change, especially if donors can segment their gifts into parcels under one million dollars in order to escape scrutiny. I expect that portions of our gym will soon be named for sponsors of our men’s-only football team. Furthermore, a motion to amend the dollar limit for board approval from one million dollars to one-tenth that amount was defeated. Just when many universities are seeing huge protests over commemorative naming – see for example the racist legacies of Woodrow Wilson at Princeton and John Calhoun at Yale – Carleton’s board abdicated their responsibility to monitor the university’s reputation and took this action at the behest of our university president.

Operating Budget

The operating budget contained some noteworthy items, which I shall discuss in random order.

The library received a $600,000 increase for acquisitions. This was supposedly to make up for how poorly the loonie has done against foreign currencies, which seems sensible.

On paper, Carleton operates with a balanced budget, but in reality currently runs with a surplus that is set aside in various reserve funds. Some of this probably constitutes sound policy. For example, for 2015-2016, Carleton had set aside $19 million in base funds and $91 million in operating funds for pension reserve payments. On 31 March 2016, Carleton made a $30 million special payment to maintain a solvency ratio above 85%. Above this ratio, we file a solvency valuation every third year. Below this ratio, we must file a valuation every year.

More problematic for me are the reserve funds that get set aside for erecting new academic buildings. In the past, we relied on the province for 100% of the funding for academic buildings. For the first time, we recently broke that fiscally conservative and reasonable practice by self-funding the new health building. Now we are doing the same for a new business building. Last year, the board approved almost $4 million for this new business building. This week the board approved an additional $8 million for this building. And this is on top of private donations. This removes incentives for the province to pay for academic buildings. And nobody at the board discusses alternative uses for these multi-million dollar surpluses, such as to offset tuition.

The new operating budget only includes funding for six new faculty members and six new non-academic staff members. Maybe this makes sense with expected enrolment declines of 1% for the coming year. None of the new faculty lines are in science, which has been leading the way on increasing enrollments (supposedly undergraduate engineering applications are quite ‘soft’ for the coming year). One of the six new staff positions is for a new labour relations manager in human resources. I am not exactly sure what such a person would do, but that title seems ominous for anybody in bargaining units.

Graduate students strongly disagreed with the 21 March 2016 board presentation on tuition increases, claiming that upper-year graduate students would incur tuition increases despite contrary claims by the administration. One board member suggested we alter the presentation in the operating budget to better reflect these tuition increases, which otherwise did seem somewhat misleading. The vice-president finance agreed to do this, albeit with details to be agreed upon after the board meeting. Another board member than excoriated the graduate students for publicly critiquing the administration and wanted the board to formally and publicly take a stand on this. But the acting chair of the board (i.e. the vice-chair; the board chair was absent) very wisely said that the promised changes to presentation of the operating budget would help quell this, ending discussion of tuition for the 26 April 2016 board meeting.

Closing Remarks

As always, this post only reflects my opinions and reporting of what occurred at a so-called open session of the board. This blog is not meant as a surrogate for the open session minutes, which conspicuously were never brought forward for approval from the previous meeting. I do not report on anything gleaned from closed session nor from confidential documents. And, truly as always, I welcome your comments and feedback.


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