Selection of new and renewed members to the board (26 June 2016)

This is a follow-up on my previous post about selection of an academic staff member to serve on the board, albeit this new post applies more generally to all internal governors. But allow me to begin with words from Ani DiFranco’s 1993 poem “My I.Q.”:

When I was four years old, they tried to test my I.Q.

They showed me a picture of three oranges and a pear.

They said, “Which one is different and does not belong?”

They taught me different is wrong.

Over the past few years, the process for selecting new governors and appointing existing governors to subsequent terms has deteriorated in terms of how candidates are allowed to campaign, requirements for signing gag orders, and the executive committee increasingly flouting the board’s bylaws and procedures

On 26 March 2010, the university secretary wrote the following regarding campaigning for an open internal seat on the board:

There are no restrictions as to what the candidates may post (or say). I can suggest that they elaborate on their statements and positions on various issues.

On 23 March 2016, the university secretary wrote the following regarding campaigning for an open internal seat on the board:

You may not use the image that includes “Real Change – freeze tuition, increase funding for mental health, empower marginalized students”. The presentation of this information implies that you are presenting a platform with electoral promises and this is not permitted…. Should you be elected as a Governor, you would be pre-judging the discussions and actions of the Board, and yourself, with respect to these issues and as such, potentially violating your fiduciary responsibilities, and the Code of Conduct.

Prior to Fall 2008, Carleton’s Board of Governors did not have a code of conduct, aka gag order, loyalty oath, or statement of duties. For the subsequent seven years, while there was a code of conduct, signing the statement of duties or code of conduct was voluntary. In late June 2015, the board was set to vote on whether signing the code of conduct should be compulsory for all governors, but the chair of the board unilaterally cancelled that vote on 29 June 2015. In late Fall 2015, the board altered the code of conduct and mandated signing of it by all governors. But I use the word ‘compulsory’ loosely insofar as I refused to sign the code of conduct, yet am still a governor, at least until my term ends on 30 June 2016. In spring 2016, the board passed a new code of conduct and new bylaws that will become effective on 1 July 2016. This is all relevant to selection of new governors and re-appointment of existing governors to subsequent terms because the board’s executive now declares candidates ineligible for board seats unless they promise to sign the code of conduct.

On 26 May 2016, I submitted an “Expression of Interest” form to run for a second three-year term in the seat that I currently hold on the board. The boilerplate version of this Expression of Interest form has never been approved by the full board, but does include the requirement to sign the code of conduct. Given that the code of conduct violates my collective agreement, which the board’s executive committee ratified, I again refused to sign the code of conduct. In practice, I did this by altering the Expression of Interest form by adding the words ‘do not’ to the existing form in order to say, “I have read, understood and do not agree to comply with the Code of Conduct for Governors.” On 30 May 2016, the university secretary declared me ineligible to run for the board, with my ineligibility formally declared by the board chair the following day. I appealed this ruling from the chair, a matter that is then supposed go to the full board, but instead was referred to the board’s executive committee. I subsequently appealed the executive committee’s 2 June 2016 ruling to the full board, but a decision on that is still pending. On 2 June 2016, the executive committee ruled that I was ineligible to run for a seat on the board because:

As stated in s.4.03(b) of the new Bylaws, in order to become and serve as a Governor, signing and complying with the Code of Conduct is a mandatory eligibility requirement.

New board members and renewal of terms of current members are to be voted on by the current full board on 28 June 2016. But neither section 4.03(b) nor any of the new bylaws take effect until 1 July 2016, i.e. three days later. The board’s executive thus violated due process by invoking bylaws that had not yet taken effect, thereby trying to have their cake and eat it too.

The above paragraphs are predicated on new bylaws and new code of conduct being validly passed by the board during the first half of 2016. However, I strongly disagree with this premise. The board was not properly constituted for its 2015/2016 academic year because, in violation of its bylaws, new members were never approved by the full board, thereby rendering votes during the 2015/2016 term null and void. The board’s executive committee approved new members on 24 August 2015. But despite my request in open session for the board to adhere to its bylaws, the full board refused to ratify the decision to approve new governors and those starting new terms at the full board’s first meeting of the year on 29 September 2015. This is remarkable because even an advisor to the board later admitted that there is a legal requirement for the full board to approve new members and renewals of terms. Moreover, the new bylaws were improperly passed on 21 March 2016 because of the bifurcation of essential parts, Appendices A and B, for which the five-day notice of special resolution requirement was not met. The new bylaws were also improperly passed because of extra-parliamentary harassment of those seconding amendments to those new bylaws. Thus not only should the new bylaws not apply until 1 July 2016, but they should never apply because of serious procedural errors.

Selection of new internal board members and renewal of existing internal board members has been a due process nightmare and a microcosm of the numerous governance failures of the board’s executive. This provides even more justification for the Carleton community having no confidence in the current board chair, the chair of its governance committee, and the university president (here, here, here, here).

Because of the specious reasons for declaring me ineligible to continue serving on the board, I will only have one more board meeting to participate in and blog about as a governor. Please stick around for that. In the meantime, here are more insightful words from Ani DiFranco’s “My I.Q.”:

I sing sometimes like my life is at stake

’cause you’re only as loud as the noises you make.

I’m learning to laugh as hard as I can listen

’cause silence is violence in women and poor people.

If more people were screaming, then I could relax.

But a good brain ain’t diddley

if you don’t have the facts.