The following is my report from the 2 February 2017 open session of Carleton University’s board of governors. The first two sections highlight major due process problems, with the board seeming – at least to a naïve observer like me – to be violating provincial laws and the board’s own bylaws.
Sealing and destruction of open records
The board chair began by saying that the open session was being audio recorded, that the recording would not be made available but was only be used to insure accuracy of the minutes, and that the audio recording would be destroyed once minutes were drafted. This is an open meeting. Why keep the recording secret? If someone were to file a Freedom of Information and Personal Privacy Act (FIPPA) request for these recordings, what would be the board’s reply? Does section 10.1 of FIPPA preclude such willful destruction of public records? In terms of FIPPA, how do these audio recordings differ from e-mails to and from the university president? If the Canadian Association of University Teachers’ (CAUT) censure of Carleton is mostly about lack of transparency, then destruction of records of open meetings is truly an indictment.
Not only does the board appear to be violating FIPPA by destroying audio recordings of open session, the board also appears to be violating its own bylaws. The relevant part of Appendix A to the board’s bylaws state:
The ordinary requirement emerging from the various statutes and legal rules is that all records created by the University are available to the public pursuant to the right to information established by those statutes and rules, except to the extent that a particular record is exempt from disclosure pursuant to those statutes or rules. There is no ordinary right in the University to prevent public disclosure of University records simply by considering the matter and creating the record pursuant to a session of a meeting that the University has held in camera, whether at the Board or Committee level. 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.
By destroying audio recordings, the board is therefore violating its own bylaws. Likewise the board continues to violate the above paragraph by refusing to release any minutes from its executive committee.
Archiving of the audio recording is even more important because recently approved minutes are so poorly proofread. For example, in the minutes of the open session of 1 December 2016, ‘opposed’ is spelled ‘apposed’, ‘CUPE 2424’ is listed as ‘SUPE 2424’, and there are many grammatical errors (e.g. “Mr. Evans and Dr. Sloan followed the followed the policy development…”).
Approving a new governor
A year ago, the primary excuse given for needing and approving new board bylaws was compliance with the Ontario Not-for-Profit Corporations Act (ONCA), which mandated separate members and governors meetings. Governors meetings are for regular business, while members meetings are for special things like election of new governors and reviewing financial statements. This is enshrined in board bylaw 3.02. The problem is that, contrary to ONCA and contrary to the new bylaws, a new governor was approved at a governors meeting on 2 February 2017, as agenda item 5.1, rather than at a separate members meeting. Furthermore, according to the minutes of the board’s governance committee from 15 October 2015 (which is an open session document), “The General Counsel indicated that he has retained Karen Cooper, an external counsel with expertise in writing Bylaws and Procedures for Universities, who is also well versed in the intricacies of the new Not-For-Profit Legislation.” Those minutes then state that, “General Counsel indicated that a significant change that has been integrated is the need to distinguish between Members of the Board and Governors. It is a requirement, by statute, that the Board hold an Annual General Meeting to approve new members and receive annual audit and financial statements. Currently, this business is conducted, along with other business, at a regular Board meeting.” I have absolutely no idea why the board is now willing to ignore those fundamental policies and procedures, especially with the two principle authors of and advocates for the new bylaws – the current vice-chair of the board and the advisor to the board – both in attendance on 2 February 2017.
I have nothing against the new governor. My problem is solely with the board’s executive once again ignoring its own bylaws. All that had to occur was for the meeting on 2 February 2017 to be bifurcated into a short members meeting followed by a longer governors meeting. That said, at least this time around, the full board actually voted on a new governor, which has not always been the case. I should also point out that the election of the new governor was considered a fait accompli, with the new governor being reserved a seat with a name placard, and with the new governor sitting in an adjacent waiting room until approved. Finally, this new governor voted on several motions, despite not being improperly approved.
There was still a large police presence (special constables) surrounding the boardroom. I was still forced to request a first-come first-served audience seat well in advance of the meeting and then wait until less than four hours before the open session before the university secretary informed me that I had an audience seat. I then had to go through two security checkpoints, where special constables checked my name and made sure that I matched the photo on their papers, in order to be allowed into the boardroom of a supposedly “open session”.
Of the eight “audience seats” in the boardroom, three of those seats were again reserved for members of upper management, this time for the vice-president research, dean of science, and chief information officer. Why these people, especially the vice-president research, were not seated at the boardroom table is a mystery to me…unless it is to limit the number of real audience members.
At this board meeting, the director of university safety was stationed immediately outside the boardroom door. He was therefore separated from students and protestors by one or two layers of special constables. There was, thus, little chance that the director would grab and shove student protestors like he did one floor below the previous board meeting.
The police presence seemed restrained at this meeting, at least as far as I could ascertain. During the board’s discussion and voting on tuition increases, the boardroom windows were pelted with snowballs. As best I could discern from inside the boardroom – the back of my head was inches from where snowballs hit the glass – nobody seemed to be stopping protestors from throwing snowballs. I do not condone the throwing of snowballs as a means of protest, but I also understand the students’ frustration. The board does not allow any representation of students in board deliberations. The board no longer conducts an annual forum where the community can present their concerns. The board’s website now contains “procedures governing petitions to the board”, but I do not ever recall these procedures being approved and they cite a non-existent “Board of Governors Bylaw 30” as their references (both the old and new bylaws are only numbered up to 12). Even the student members of the board of governors are now supposedly precluded from representing students as part of their fiduciary duty, something egregiously memorialized in the new bylaws and code of conduct.
Board nominating policy
The board passed a new nominating policy today. In the recent past, the university secretary unilaterally declared candidates ineligible for board of governors seats, despite the board bylaws and procedures giving that individual no such authority. The new policy now vests the university secretary with those unilateral powers. Surprisingly, this was passed without discussion and without dissent. The new board nominating policy does, however, give candidates a modicum of a way to appeal the university secretary’s decision. All appeals go to the nominating committee, whose decision is final. The finality is unusual, as virtually all other board decisions are appealable to the full board of governors.
Governors asked questions about timing and preparations for relocation of the department of neuroscience, in order to make way for engineering’s new ARSE [Advanced Research in Smart Environments] Building. The minutes of the board’s building committee indicate that there is adequate time and resources for the neuroscience eviction. The vice-president finance said that the 1 March 2017 eviction date was still reasonable, but that neither he nor the board’s building committee actually asked neuroscience if they concurred with this assessment.
The provost said that all neuroscience undergraduate students slated to graduate this June will graduate on time. But the provost then admitted that he had no idea about timeliness of graduation for graduate students. A governor asked what impact the recently announced departure of the dean of science will have on the neuroscience eviction and temporary relocation. The provost said this will have no impact because the dean of science (who incidentally seems to have done all the heavy lifting for the administration on this debacle) will not be leaving Carleton until 30 June 2017 and because the acting dean will be so great. The chair of the board then chimed in to the contrary, that departure of the dean of science will have an impact, but he did not say how. I appreciated the board chair’s candour, especially in comparison with the provost who diminished and downplayed the vital roles played by one of his deans.
The provost’s face turned red when someone asked about the neuroscience eviction and relocation delaying research. The provost basically said that people needed to get over it when the administration imposes renovations and relocations of space, which are simply a regular and unpredictable aspect of academic life. My quickly scribbled notes indicate that the provost said the following, which is probably not an exact quote (hence the need for the board to release the audio recording), “People need to move on when any renovations are scheduled”. Not only does this show disregard and lack of empathy for researchers, but the bigger problem was that provost’s portfolio is teaching, not research. The vice-president research sat behind the provost at this open session, but never uttered a word! At least on paper at Carleton, the vice-president research does not report to the provost, but you would never know that from this altercation and the vice-president research being assigned a seat away from the board table.
The chair of the board’s building committee said that the new health building will be completed in August and that faculty and students will be moved into the new building in September 2017. He also stated that the new ARSE building has an “extremely ambitious completion date”.
The agenda posted on the board’s public website listed agenda item 13.1 regarding a presidential appointment, but discussion was reserved for closed session. I have not seen any notice of a presidential re-appointment or search committee being formed, as per board rules, so am curious to know what transpired in closed session regarding a presidential appointment. The board only has specific rules (“appointment guidelines”) for hiring nine people: the president, four vice-presidents, chancellor, university secretary, general counsel, director of internal audit, and possibly ad hoc “appointments by the president of senior academic administrators”. See the open session documents from the 584th board open session for the guidelines, which have not been updated for presidential appointments. So any omission and deviation from procedures here would be quite suspect.
The university president mentioned that searches are ongoing or will be started soon for a new vice president research, head of equity services, chancellor, and four of five line deans (science, business, engineering, and arts & social science). Carleton’s assistant vice-president academic is also departing soon. Those are a lot of big shoes to fill at once, especially for a university that may soon be censured by CAUT.
Ransom-ware and cyber-attack
Carleton’s chief information officer gave the board the same dog-and-pony show about the hack of our computer systems late in 2016 that he gave senate the previous week. He used the same slides, which are still labeled ‘confidential’ although posted on the board’s open website. He read verbatim from the same printed script. He still scapegoated academic freedom (“Open scholarly communication – often coupled with decentralized systems, structures and decision-making authority that are seen as supportive of academic freedom – can make universities easier to attack and exploit than other entities.”). In the end, though, he added a few disturbing new platitudes, such as, “Computer security is all about the journey, not the destination.”
A governor asked whether Carleton business contingency insurance covered cyber-attacks. Before the chief information officer had a chance to reply, the board chair said that yes, it does, and that Carleton had filed a claim against that insurance due to the recent cyber attack. All further discussion was then deferred to closed session. I will, however, note that several faculty, staff, and students incurred financial losses due to the computer hack, but were never informed of this business contingency insurance. Can those individuals be reimbursed form this insurance for financial damage from the cyber-attack? I encourage those affected to file such claims with the chief information officer and vice-president finance.
The chair of the board’s finance committee and the university vice-president finance each read aloud pre-written scripts justifying a roughly 3% tuition increase for each of the next two years. Students are asking for a tuition freeze, which would cost roughly $10 million. The vice-president finance presented a pair of options for making up this $10 million in lost revenues. The first option was to increase enrollments by 14% without increasing number of faculty and staff. The second option was to cut 140 staff or 75 faculty members while leaving enrollments fixed. No other options were presented. A governor asked why not take the $10 million out of surpluses, to which the vice-president finance replied that virtually all surpluses in Carleton’s budget are directed to student aid. This assertion regarding surpluses pretty much ended the discussions, even though this assertion seems to be blatantly false. As best I can discern, in order to balance its budget every year, Carleton has been placing surpluses into various reserve funds that can be intermingled and used completely at the discretion of the university president. Thus, when the federal government gave Carleton $13 million for the ARSE Building contingent on matching funds from the university, Carleton could instantly pull $13 million out of reserve funds. Reserve funds, which exceed $100 million, are also how Carleton made a recent $30 million payment towards pension solvency.
There were other glaring problems with the tuition increase. Usually when the board increases tuition, it is a simple pass along of any increases allowed by the province. But the new university funding framework has not yet been announced by the province. The sensible thing to do would be wait for the framework to be announced, which should occur any day now. But the board voted down a motion for such a delay. The former vice-president finance was also fond of making the argument that university expenditures are locked in by collective agreements, necessitating increases in revenues. But when a governor asked how much of salaries and benefits are controlled by collective agreements, the current vice-president finance said that almost none were because most Carleton employees’ collective agreements are being negotiated this spring. Given that the tuition increase was approved, this should give each of the unions much more leverage to negotiate increases in salaries and benefits.
I am sure that student groups will have far more to say about the tuition increase.
Strategic Mandate Agreements
On 1 February 2017, the provincial government sent universities more instructions on strategic mandate agreements, including details about enrollment corridors and which of five broad areas each university wants to focus on.
Each university will get to negotiate enrollment corridors for each academic program. This seems like a noisy process insofar as corridors will be created for many small programs. I had expected corridors to be aggregated across programs, which thereby smoothes through noise and uncertainty. Because of this noise, I hope penalties are not very onerous for having enrollments larger or smaller than specified in the corridors.
The five major areas that universities get to focus on are (1) student experience, (2) teaching and learning (3) research, (4) economic development and innovation, and (5) equity/access. Each university will get to say how much emphasis they wish to put into each category, which could possibly be either zero or a hundred percent. The category of equity/access sounded interesting insofar as it focuses on women in science and engineering, Indigenous access, and people with disabilities. Carleton’s president said that we will emphasize all five. However, it seems that any university would raise deep suspicions with the ministry if they did not place sizeable emphasis on all five categories.
The university president made drafting a Strategic Mandate Agreement sound more like a report on what we do, rather than who we want to be. I cannot tell, though, whether this is a way to marginalize the role of senate.
Trump’s Muslim ban
The university president refused to condemn Mr Trump’s executive order barring people from seven majority Muslim countries from entering the United States. She said it would be bad practice condemning political decisions. A governor then asked if she would instead do something positive, such as offer domestic tuition for international students from those seven countries. The president’s reply was negative, saying that she thought other universities who were taking this tack were being opportunistic, trying to recruit new international students for the university’s own financial gains
The chair of the board’s building committee mentioned a 5-year infrastructure renewal plan, with $14 million to be spent per year. He did not share what projects were to be completed and when.
The provincial cap on public compensation for university presidents and vice-presidents has been removed. Universities need to have a plan in place by 5 September 2017 for how much to increase those executive compensations. Carleton’s board of governors will be looking at how to set these by examining comparators, although it is not obvious who those would be. I will advocate for the president’s and provost’s compensation packages to be tied to how well they do at hiring diverse employees, possibly having their compensation packages tied to the provincial priorities of increasing numbers of women in science and engineering, more Indigenous faculty, and more disabled faculty.
This blog posting reflects my opinions and reporting of events at the open session of the Carleton Board of Governors. This posting is not meant as a proxy for the official minutes of the meeting. The board’s website no longer contains many supporting documents, including some mentioned herein, even though they were open session documents. If you would like copies, please contact the university secretary, the university archives, or me. And, as always, I welcome your feedback.