For the past 45 years, I have dreamed of being a restaurant critic. To this day, I relish Jay Rayner’s and Grace Dent’s reviews for the Guardian, delighting to read about places at which I will never eat. I even loved the gusto (pun intended) with which Peter O’Toole voiced the restaurant critique Anton Ego in the movie Ratatouille. Most of the problem with my aspiring to be a restaurant critic is that I cannot cook and cannot write, but part is also feeling like a proverbial fish out of water reading about butchered beasts as a long-time vegetarian. So, instead, I found myself writing about sex and evolution and a modicum of math. That is what I was hired by Carleton to do. I also write about cacti because sometimes it is nice when your topic is as prickly as you are. I also accidentally found myself writing about Carleton University’s Board of Governors, where I also feel like a fish out of water, often trying to convey the board’s keystone cop approach to almost anything having to do with due process. If I can inform people about process – usually considered to be an inherently boring topic – in a novel, illuminating, passionate, and entertaining manner, well, that is something to be proud of, even if I don’t get to review vegetarian restaurants.
With that, thank you very much for reading this latest instalment of what Carleton’s Board of Governors did at its open session on 28 March 2019. As usual, my focus is on due process or lack thereof. Please send me your comments. We are at a university, so should encourage and embrace dissent.
Bylaw and AGU changes
Today, Carleton’s Board of Governors amended sections 9 and 10 of its bylaws to incorporate changes that the university senate approved to the Academic Governance of the University (AGU) document in February 2019. The AGU constitutes a joint policy of the senate and board and therefore requires both senate and board approval, which today somehow meant updating the board’s bylaws. There were four huge procedural problems with how these changes were passed at the 28 March 2019 board open session, any of which should nullify the motion that was passed, which reads:
As recommended by the Governance Committee and Carleton University Senate, the Board approve by special resolution the amendments to section 9 and 10 of General Operating By-law No.1 effective immediately.
In summary, the four problems are: (1) at the meeting, handling this matter like an ordinary motion, rather than a special resolution; (2) failure to meet the 21-day notice requirement; (3) failure to provide board members with track-change versions of the bylaws; and (4) failure to explicitly propose a motion to change the AGU.
First, Article 1.01(u) of the board’s bylaws states that amendments to the bylaws must be made via so-called special resolution, which require a two-thirds supermajority for passage. The fact that this change required a two-thirds supermajority was never stated by anybody at the open session of the board on 28 March 2019, neither during introduction of the topic, moving of the motion, debate on the motion, nor calling of the question. This requirement for a two-thirds supermajority was not even stated in the actual written motion. See above, although the written motion did specify that this was a special resolution. The question was simply called by the acting chair of the board to determine whether a majority of members approved of the amendments to the bylaws. Incidentally, the acting chair on 28 March 2019 was Dan Fortin because the regular chair, Nik Nanos, was absent.
Second, Article 3.05 of the board’s bylaws states that changes to the bylaws must be provided to all board members at least 21-days prior to a vote on the special resolution. The open session binder in which the amended bylaws were first presented to all board members was apparently not sent to board members until more recently.
Third, board members never received a track-changes mark-up of the bylaw changes, although they did receive a 4-bullet very short summary of the changes. Lack of track-changes meant that insidious changes could have been snuck into the bylaws without anybody noticing and that board members could not easily fulfill their fiduciary duties because they did not know exactly what they were voting for. The bylaws were provided as a PDF document. Had they been supplied as a word processor document, board members could have easily merged old and new versions to visualize the changes.
Fourth, the full title of the AGU is “Academic Governance of the University – a joint policy of the Board of Governors and the Senate of Carleton University” (link). Yet board members never received a copy of the revised AGU nor did the board ever explicitly approve any changes to the AGU, even though that is part of the board’s mandate. Considering how many lawyers were sitting at the board table during the open session on 28 March 2019, this seems unfathomable.
Do the above four procedural defects nullify the proposed changes to Sections 9 and 10 of the board’s bylaws and the Academic Governance of the University (AGU) document? Pardon the following double negative, but when you get to write your own rules (e.g. board bylaws), there is really no excuse for not following them. This is not the first time in recent years that proposed changes to board bylaws have been plagued by such procedural defects, which reflects poorly on governance at Carleton.
I am not complaining about the actual changes to the AGU nor actual changes to the board’s bylaws, despite my belief that neither document was properly amended on 28 March 2019. My cursory glance indicates that the proposed changes were fairly innocuous, although the lack of track-changes makes any changes needlessly opaque. My complaint here is entirely about process.
Auditors and conflicts of interest
Continuing with examples of governance issues, Carleton has been hiring KPMG for many years to provide a full annual audit, which is presented to the board. It turns out that KPMG is not just hired as an independent auditor, but is also hired for various other consulting projects by Carleton. This seems like an enormous conflict of interest because KPMG would have to provide an independent audit of projects on which they consult. One board member suggested that the terms of reference for the board’s Audit & Risk Committee should explicitly preclude such dual roles for auditors. Amazingly to me, nobody else on the board seemed to think this was a problem. The board would not even refer the terms of reference back to the Audit & Risk Committee. Today the board passed the terms of reference without any such conflict of interest provision. Note that the board has known for a few years that KPMG does not have a pristine ethical record, e.g. KPMG has advised numerous wealthy individuals how to hide moneys in offshore banks to avoid taxation by the Canada Revenue Agency. Regardless, kudos to the one external board member who provided meaningful dissent, even if his dissent fell on deaf ears.
At a different point during the open session, a different board member, an internal member, mentioned that Lesley Watson, an architect and external board member, had recently resigned from Carleton’s board of governors. The internal board member thanked Lesley Watson for her dedicated service, especially on the building committee, and for her integrity in recognizing that potential conflicts of interest made serving on the board impossible. The chair of the building committee seemed upset at this disclosure in open session. Kudos to the few board members who clearly are recognizing conflicts of interest and why they should be identified and avoided.
At various times during the open session, the acting board chair and the university president memorialized recent deaths of two people in the Carleton community – a faculty member and an alumnus – both of whom tragically died during the Ethiopian Airlines crash outside of Addis Ababa. Such public statements about recent deaths made by public figures at a Carleton Board of Governors meeting are understandable and laudable. However, nobody mentioned the recent tragic death of one of Carleton University’s librarians. A librarian is a closer member of the Carleton community than any alumnus. Omission of her memoriam from the board meeting was striking. I hope this omission does not reflect that deaths in the airline crash were highly public, whereas the death of the librarian was not in the headlines. We should not be politically posturing when it comes to memorializing members of our community that have tragically and/or unexpectedly passed away.
Regardless of politics, I personally would like to pass along my condolences to family and friends of those three recently deceased members of the Carleton community: Flavia Renon, Pius Adesanmi, and Peter DeMarsh. I can honestly say of the faculty member and librarian who recently passed, you will truly be missed on campus.
Failure of emergency notification system
In open session, the board did not hear a single word about the epic failure of Carleton’s emergency notification system in late January 2019, in which, over the course of about 24 hours, the Carleton community was mistakenly notified of a putative active attacker on campus. 28 March 2019 was the first full board meeting since this epic failure. In terms of reputation and risk, which the board claims to very much care about, this is a huge deal. What makes this omission of information seem even stranger at the board’s open session was that the university has been forthcoming with information about what went wrong. Deans and chairs have openly discussed these problems with their faculty members and staffs, without mentioning that any of the information they were providing was confidential. Even today 28 March 2019, the university was forthcoming about small problems with their re-test of the emergency notification system, yet the board heard nothing about this in open session. I have no idea why this topic could not be discussed in open session. Furthermore, this topic was not listed on today’s closed session agenda.
Ford’s “free speech” policy
On 30 November 2018, Carleton’s senate unanimously passed a “free speech” policy that the Ford government foisted on all colleges and universities, ostensibly to protect right-wing voices. Without such a policy in place by 1 January 2019, the provincial government threatened to withhold university funding. For some reason that is still a mystery to me, the board opted to endorse this senate-approved policy on 28 March 2019, almost three full months after the provincial government deadline. The acting chair of the board said this endorsement was important and necessary, but did not explain why…and nobody asked why. The board’s bylaws do not even mention the word “endorse”. Therefore the vote by the board to endorse the “free speech” policy was meaningless or, at most, ceremonial, not to mention being “a dollar short and a day late”.
A board member asked why there was no common “free speech” policy across all provincial universities, much as there is one common “free speech” policy for all provincial colleges. This member argued that free speech should mean the same thing in Toronto as it does in Ottawa, as opposed to idiosyncratic community standards, as there are for obscenity in the United States. The university president answered that the Council of Ontario Universities (COU), which is basically the association of Ontario university presidents, balked at such a common policy because some universities previously had policies that touched on free speech. Curiously, the clerk of senate stated that she and the ad hoc senate committee on the “free speech” policy got most of their advice in drafting Carleton’s policy from COU and Steve Levitt.
Peter Simpson’s advice on collective bargaining
Carleton’s new university president invited Peter Simpson, a long-time labour conciliator, to advise Carleton’s Board of Governors on ways to improve collective bargaining. I’m not entirely sure why the university president extended this invitation for Peter Simpson to advise the board, but at least Peter Simpson said two things of some interest.
First, Peter Simpson was critical of recent governments, calling them hypocrites for saying how great collective bargaining is at promoting middle class people in the public sector, yet cutting funds to that very same public sector. It takes guts (or maybe something else?) for a public servant to criticize the government that hires them.
Second, Peter Simpson advised the board that the key to collective bargaining was to bargain more often, i.e. negotiate shorter collective agreements. His justification for this was that automation changes workplaces over the life of long collective agreements, such as with shipbuilders and postal workers. This time lag as automation is phased-in makes collective agreements functionally antiquated before their expiration. While Peter Simpson may be correct about this, it is not obvious that his argument applies to unionized faculty associations because professors are not particularly affected by automation. Nonetheless, we should anticipate that new mandates from Carleton’s Board of Governors will be for relatively shorter collective agreements, at least if the board’s executive committee heeds Peter Simpson’s advice from today.
New addition to engineering building
The full board approved an $11 million 1,540 square metre extension to the Mackenzie engineering building, ostensibly providing a new engineering student design centre to support engineering capstone courses. Supposedly this construction will be entirely paid out of money that the faculty of engineering and design has saved in their proverbial sock drawer, aka the faculty’s “carry over funds”. Will the faculty of engineering also be responsible for the inevitable cost over-runs? While engineering enrollments have continued to rise over the past decade, they also have acquired a pair of new buildings: the Canal Building and the ARSE [Advanced Research for Smart Environments] Building.
The new addition to the engineering building will be along Library Road, which might pose some traffic headaches on campus. Someone asked if this construction could be delayed until after the O-Train Trillium Line is re-opened and the Hog’s Back bridge re-opened in 2021. The interim dean of engineering replied that this would pose an unacceptable delay, so construction will be begin immediately, with the hopes of opening this new wing by September 2020. New buildings are often key legacy projects for university administrators’ CVs.
The vice president finance told the board that the old portions of the Mackenzie building will receive an additional $3.5 for deferred maintenance. This is out of $14 million per year in deferred maintenance across the university, which seems perilously low, especially in light of continuing asbestos removal, numerous leaky roofs, and now the deferred maintenance nightmare of Dominion-Chalmers church. Incidentally, the board was told that, “the university is moving slower than expected towards [financial] sustainability of the Dominion-Chalmers purchase.”
Report from Building Committee
The chair of the Building Committee reported that animals will finally soon be allowed into the vivarium on the upper floor of the new health building, but nobody would venture how soon. He also reported the following other tidbits.
The ARSE [Advanced Research in Smart Environments] building is currently on schedule, but is over-budget.
The co-generation plant is well behind schedule, but within budget.
The new business building, thus far, is reported to be on schedule and within budget.
I am happy to report that proposed additions to the new parking garage over the O-Train, P-18, which is closest to the Lansdowne stadium, have been deferred indefinitely. This is a change of plans since the board’s previous meeting. Instead, the plan now is to build another surface parking lot at the north end of campus, which is also geographically close to events hosted by the Ottawa Sports and Entertainment Group (OSEG). [As best I can discern, numbering of parking lots at Carleton is done in the same way as numbering of street addresses in Tokyo: chronologically from when first built].
The old multi-story parking garage next to Robertson Hall, P-9, is still crumbling, but there are no plans to replace it. Instead, it will be temporarily closed again this summer for repairs, as seems to have occurred for at least the past dozen consecutive summers.
The ancillary budget covers the non-academic parts of the university, such as residences, food services, parking, athletics, photocopying, etc.
Most of this discussion revolved around parking fees, which have gone up by 5% this year and will increases by another 5% next year. The vice president finance said that parking at Carleton is priced under market rates. He also justified this parking fee increase by mentioning that Carleton needs to increase its ancillary capital reserves in order to build more parking garages. Ancillary services are supposed to be self-funding at Carleton, with at least one big exception.
The exception is men’s-only football. Extra money for this exceptional case is not coming out of the ancillary budget, but out of the operating budget that is otherwise supposedly dedicated to academic expenses. When Carleton’s football team was resurrected several years ago, the university president promised that the football program would always be entirely funded externally, which was apparently true for the first few years. But over the past few years, Carleton has been contributing on the order of $1 million per year to this sexist and violent activity. This year’s ancillary budget contains the following gem:
In the fall of 2019, the football team will be entering their seventh year of operations. As a program that is funded largely by external sources, the Football activity is not reflected in the Physical Recreation and Athletics financial summary.
Talk about hiding an academically worthless expense, with yet no estimate for how much this expense will cost the university out of its operating budget next year. Eliminating football would be a good way to save the money being lost due to the provincially mandated 10% tuition cut and the lower enrolments that will undoubtedly follow in the wake of the Ford government’s OSAP cut.
Sexual Violence Policy
Bailey Reid from Equity Services gave a superb, albeit sobering, presentation on sexual violence at Carleton, in part highlighting how disclosures of sexual violence have increased in the past year. She claims, probably correctly, that this reflects increased willingness to report, not necessarily increased incidence of sexual violence.
A board member quoted from the Ottawa Citizen that roughly one out of every five women at universities in Canada experience sexual violence. Extrapolating from that, this board member claimed that there should therefore be roughly 2,600 disclosures of sexual violence at Carleton per year. However, equity services only reported 168 disclosures this past year. Bailey Reid admitted that this order of magnitude discrepancy in disclosures of sexual violence means that we still have a long way to go, even though we are getting better. The discrepancy may very well be two orders of magnitude, i.e. a discrepancy of a factor of circa one-hundred, according to the recent Student Voices on Sexual Violence Survey (link) showing that 67% of survey respondents at Carleton reported sexual violence.
The university president extolled Bailey Reid’s 2.5-hour training session on sexual violence, which he had recently sat through. This training is mandatory for only a few people on campus, such as residence managers and varsity athletes. [This was the first time I had heard the term “varsity” since high school 45 years ago.] Someone then asked who on the board has been to the sexual violence training other than the university president. The answer was nobody.
Bailey Reid has been conducting consultations across campus about revising the Sexual Violence Policy. This is fantastic. Those consultations ended on 15 March 2019. The board’s governance committee has cognizance over the Sexual Violence Policy and met to approve a revised draft on 6 March 2019. The problem is that this draft was incomplete insofar as consultations were still ongoing. The governance committee on 6 March approved this interlocutory draft of the Sexual Violence Policy, a draft that the campus community has not seen, with the governance committee knowing that revisions were to be made to the draft policy after their approval. The full board of governors is supposed to approve the new Sexual Violence Policy at their 25 April 2019 open session. An internal board member then asked if the governance committee will get to review the final revised draft of the Sexual Violence Policy before 25 April. At this juncture, the vice president for students and enrolment unequivocally answered “no”. There are two big problems with this. First, the governance committee is abdicating their responsibility to vet the final draft. Second and far more insidious, it was not for a university vice president to answer whether or not a board committee would convene again. This should have strictly been a matter for the board to decide, but they abdicated that responsibility to management. This is a sure sign of regulatory capture, implying that the board itself has no independence and is being reckless with their fiduciary duty to oversee the university’s administration.
The chair of the board’s governance committee complained that the Sexual Violence Policy was not user-friendly. The optics of saying “sexual violence” and “user friendly” in the same sentence was cringe worthy. The chair of the governance committee suggested that an abridged version of the policy be promulgated, which seems like a horrible way to draft policies. He also suggested that the full version of the policy contain an index, which is not a bad idea for the paper version, but seems needless for a searchable electronic version.
More poor optics
Seating is assigned at board meetings, although seating arrangements change from meeting-to-meeting. I’m not sure who chooses these seating arrangements, but they chose to seat the only three women of colour together at the 28 March 2019 board meeting. [These are the only people that I suspect are women of colour on the board. Nobody on the board has ever told me how the self-identify in either sex or race, so admittedly I am making assumptions here, which may be unfounded.]
The chair of the governance committee tentatively recommended amalgamation of many of the existing board committees. These would include:
- Building & Finance committee
- Governance & Nominating committee
- Compensation & Executive committee
- Audit & Risk committee
He said that this amalgamation would reduce workload and make committees more efficient, without any explanation as to why this would be. He did not suggest how to amalgamate the Community Relations & Advancement committee, but the board did learn that this committee is cancelling its relatively new “Talk Exchange” program, which supposedly replaced the annual board open forums. Too bad there was no plan to bring back the annual board open forums.
Tuition and student fee changes
The board decides on next academic year’s tuition and fees at each March open session, but is largely constrained by the provincial government’s funding framework. This has sometimes devolved into protest and name-calling (link, link, link), but not today, in which there was virtual unanimity supporting the tuition and fee changes. Everybody voted in favour of the proposed tuition and fee changes, except one internal board member who abstained. This unanimity was undoubtedly due to Doug Ford’s edict that domestic tuition must be reduced by 10%. This supposedly will result in a $20 million shortfall for Carleton, which is approximately 4% of the operating budget, but will be partially made up for by increases in student fees and increases for international student tuition of approximately 4%. Oddly at this point, the university president justified the increase in student fees at Carleton by stating that Carleton’s fees are very low compared with other universities and that these low fees somehow damage Carleton’s reputation. Nobody asked him how low fees wreck our reputation, but some economists might claim that artificially high fees are a signal of a luxury good.
This Carleton University Board of Governors blog reflects my opinions and reporting of events at the open session of the board. This post is not meant as a proxy for the official minutes of the meeting nor for the official summary. This blog post is exclusively based on publicly available documents and public meetings. Hope you found some of this informative. As always, I welcome your feedback. And maybe next time I will review the charming Sri Lankan Karuna Café, which is an amazingly undiscovered gem in the heart of Ottawa, or NuNu’s on Queen West in Toronto who creates a remarkable Ethiopian onion soup that, for me, doubles as a most exquisite alternative savory desert.