REPORT PROGRESS ON GOVERNANCE OF AUBURN UNIVERSITY
by the University Senate's ad hoc Committee on University Governance (Glenn A. Anderson, Kent T. Fields, Sara A. Hudson, D. Gary Swanson, William F. Trimble, and Josef A. Renden, Chair)
ROLE OF THE BOARD OF TRUSTEES IN GOVERNANCE OF AUBURN UNIVERSITY
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Introduction
The charge of the ad hoc Committee on Governance was to define and clarify roles of the faculty, administration, and board of trustees in governance of Auburn University. The ad hoc committee's first report progress summarized legal codes of Alabama pertaining to Auburn University, the Policy Manual of the Board of Trustees, and historical factors influencing governance at Auburn University. The second report progress addressed the role of faculty in university governance. The third report progress described the role of the president.
This report progress characterizes the role of a university governing board. Material for this report was gathered from the American Association of University Professors, Association of Governing Boards, and other available literature. Although much of this document is applicable to any governing board, specific reference to Auburn University's Board of Trustees is included, and tentative recommendations to improve the Board's role are presented.
AAUP Joint Statement on Governance of Colleges and Universities(1966)
A general description and function of governing boards is provided by the American Association of University Professors(Policy Documents & Reports 1990, Page 122):
THE ACADEMIC INSTITUTION: THE GOVERNING BOARD
The governing board has a special obligation to ensure that the history of the college or university shall serve as a prelude and inspiration to the future. The board helps relate the institution to its chief community: e.g., the community college to serve the educational needs of a defined population area or group, the church-controlled college to be cognizant of the announced position of its denomination, and the comprehensive university to discharge the many duties and to accept the appropriate new challenges which are its concern at the several levels of higher education.
The governing board of an institution of higher education in the United States operates, with few exceptions, as the final institutional authority.  Private institutions are established by charters; public institutions are established by constitutional or statutory provisions.  In private institutions the board is frequently self-perpetuating; in public colleges and universities the present membership of a board may be asked to suggest candidates for appointment.  As a whole and individually, when the governing board confronts the problem of succession, serious attention should be given to obtaining properly qualified persons.  Where public law calls for election of governing board members, means should be found
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to ensure the nomination of fully suited persons, and the electorate should be informed of the relevant criteria for board membership.
Since the membership of the board may embrace both individual and collective competence of recognized weight, its advice or help may be sought through established channels by other components of the academic community.  The governing board of an institution of higher education, while maintaining a general overview, entrusts the conduct of administration to the administrative officers, the president and the deans, and the conduct of teaching and research to the faculty. The board should undertake appropriate self-limitation.
One of the governing board's important tasks is to ensure the publication of codified statements that define the over-all policies and procedures of the institution under its jurisdiction.
The board plays a central role in relating the likely needs of the future to predictable resources; it has the responsibility for husbanding the endowment; it is responsible for obtaining needed capital and operating funds; and in the broadest sense of the term it should pay attention to personnel policy.  In order to fulfill these duties, the board should be aided by, and may insist upon, the development of long-range planning by the administration and faculty.
When ignorance or ill-will threatens the institution or any part of it, the governing board must be available for support.  In grave crises it will be expected to serve as a champion.  Although the action to be taken by it will
usually be on behalf of the president, the faculty, or the student body, the board should make clear that the protection it offers to an individual or a group is, in fact, a fundamental defense of the vested interests of society in the educational institution.
General Responsibilities of Boards
The following responsibilities are universally applicable to all governing boards:
-  determine, implement, and understand the purpose of the mission of the institution
-  provide vision for the institution and develop policy
-  select, advise, support, and evaluate the president as well as define his responsibilities
-  help develop and approve long-range plans and educational programs
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-  stimulate or institute change to accommodate needs of society
-  insure financial solvency and welfare of the institution
-  defend the autonomy of the university and the academic freedom of its faculty and students
-  enhance the reputation of the institution
-  serve as the ultimate legal authority and provide accountability to the public
Institutional Mission. The purpose and educational goals are stated in the mission statement of the institution.  The integrity, success, and achievement of the institution are measured by fulfillment of these goals. All decisions and actions of the board of trustees should be made in accordance with the mission statement.
Board Governance.  University governance is one of the most complicated organizational systems.  Boards do not and cannot govern alone, since attempted solutions on the basis of power alone will tear a university apart.  Governance of a research university such as Auburn must be particularly responsive to its faculty.
A board is defined as an organized group with collective authority to govern an institution administered by an executive officer (president) and his or her staff.  Authority is provided by legislative act.  Governance by a board is validated through establishment of policy and selection of the president.
Trusteeship means providing accountability for the state's investment in the institution without compromising the mission of the university.  Trustees must be fully informed about the institution and understand the purpose of a comprehensive university.  They must defend the institution against attacks on its mission or integrity.  One of the main problems of trustees, including those of Auburn University, is failure to understand the symbolic content and messages inherent in their decisions and actions which are inconsistent with the institution's mission and principles.
There is a difference between governing and managing an institution; these are responsibilities of the board and president, respectively.  Governance for the board is value-laden, subjective, intuitive, and concerned with social interactions.  Governance provides vision for the institution and focuses on value systems.  Governance at the board level addresses the needs of the state and not the internal organization of the institution.  Governance provides outcomes commensurate with the mission statement and deals with major issues only.  The board should lead rather than react or control, and facilitate diversity of opinion as well as unity of purpose for the institution.  The board must articulate its role both
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inside and outside the institution and defend the university against external groups.
Direct administrative control of the university by the board should be exercised as rarely as possible.  Attempts by the board to control the university become a major source of organizational stress and even dysfunction.  The president and other university constituents should be allowed to determine ethical and prudent means to attain the institution's goals.  Detailed involvement of a board in operation of the university will destroy staff creativity and efficiency. The board should operate in a spirit of shared governance without interfering in management of the institution.  Formal authority is legitimized through shared responsibility, and authority must be used with restraint. This is a very difficult position for trustees to maintain.
Policy Development. Policy can be defined as a general rule, principle, statement of intent, or directive which provides guidance to administrators in reaching decisions with respect to matters entrusted to their care. Policy making is proactive concerning the broadest issues rather than reactive to more narrow issues at the administrative level.  The board's policies should be focused directly on institutional perspectives and values, and these values should be consistent throughout the institution.
Policy formulation by the board should stay at the level of generality and not specificity.  It should consider categories of problems and not individual difficulties.  It should plan for long-range development and put institutional programs in the overall perspective of state needs. The board should confront and resolve issues of governance, focus on the policy aspects of institutional organization, establish prudent and ethical standards for the president, and stay out of operational management of the university.  It is the responsibility of the president to confront and resolve issues of administration and management.
The board should be capable of deciding whether an issue is a question of policy for the board or management by the president.  Too often board policies are either administrative documents improperly elevated to governance status, programs generated from staff values and not the board's, or procedures misused to protect board status and to substitute for responsible leadership and judgment. Overly participatory boards or individual trustees frequently involve themselves directly in the administration of the institution, usually out of a sense of personal ownership and misplaced responsibility for its affairs.  Trustees who make staff decisions trivialize the board's job, disempower and interfere with staff investment, and reduce the president's accountability.
Major problems of boards are inertia, narrow social/cultural perspective, dominance by undue political influence, incapacity to work with the president and institutional constituents, violent internal or external conflict, factionalism, domination by a member or group of members, conflict of interest,
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subservience to the president, and nepotism.  Many boards are dominated by trustees governing in their own interests.  Major weaknesses of trustees are 1) failure to truly understand the purpose of the board, 2) failure to understand the nature of an academic institution, and 3) failure to understand the difference between policy and administration.
Relationship of the Board with the President and Constituents of the University. It is generally assumed that the board of trustees is responsible for developing policy (e.g., values and perspectives) and that the president administers policy and manages operation of the institution. The board retains ultimate authority, and the president should have immediate authority.  Sharp divisions of authority do not exist.  The board and president work together in a collaborative spirit to define the most efficient means for achieving objectives of the institution.  The president should understand the degree of latitude allowed by the board in dealing with situations not covered by policy.  The president should be free to operate within the limitations of board policy without interference from the board.  Decisions at levels below policy should be left to the president, who should have authority for staff appointments.
The president is accountable to the board for achievement according to board policy and performance of the institution.  The president's ability should be evaluated on the executive position description which should include appraisal for leadership, strategic organization, and institutional environment.  The board has the right to expect adequate performance and honesty from the president.  Boards can bend on performance but cannot tolerate lack of integrity.  The president has the right to expect clarity and consistency of board intentions.  The board must speak with one voice and perform at its appropriate level        policy).
The most important         a board can take to insure public acceptance of the institution is to have an excellent president and faculty.  The president represents the institution, and people think of a university in terms of its professors.  A board must realize that in all matters that have to do with personnel, it is dealing with an important aspect of public relations.
Boards that freely communicate with faculty are perceived to be more informed and effective than are isolated boards.  If the board allows input from faculty or students and their advice is not followed, complete explanation for board decisions should be provided.
Effective Boards of Trustees. Effective and competent boards understand and acknowledge the cultural context of the university.  They adapt to the changing environment of the campus while providing continuity, stability, and integrity to the institution.  Trustees are knowledgeable about the institution, academic governance, and higher education.  They provide vision for the institution and can be agents for change and improvement.
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They strengthen core values of the university and have high expectations and realistic goals for the institution.  These goals and long-range plans as well as trustees' perceptions of the university must be stated to the general public. Annual agendas for the board are constructed around a cycle of exploring and restating policy objectives.
Trustees should be well informed about their roles, responsibilities, and expected performance as board members.  The board must continually update and educate its members and provide thorough orientation for new members. Experienced trustees should attend regional or national trustee meetings and workshops and bring in knowledgeable consultants periodically.
The integrity of the institution should be protected by the board from outside pressures which would undermine it.  Integrity of the board is dependent upon individual integrity of its members.  Respect for trustees is earned by appropriate behavior and actions and avoidance of special interest.  The board's moral accountability to the public transcends its legal accountability to the legislators.  The board's trust relationship to the state supersedes its relationship with constituents of the university, but it must have sufficient internal influence within the institution to defend the university against external forces.  This requires a delicate balance in the board's position.
Board leadership can be improved by 1) being considerate of human needs, 2) being goal and result oriented, 3) fostering diversity and fruitful dissent, 4) encouraging dialogue that provides a sense of institutional ownership by all parties, and 5) being concerned with the quality of the university.  When dealing with institutional conflict, trustees as leaders should make decisions that are widely accepted from the belief that they are morally right.  The authority of trustees is legitimized by administrative and faculty acceptance of governing policy, process, and structure.
Structure of the Board of Trustees.  The composition of the board should reflect the interests of the whole state, show appropriate representation of gender and race, and have a suitable mix of special talents and backgrounds.  There is no systematic pattern of board effectiveness and board size, duration of appointment or number of terms, or number and duration of board meetings.  The usual number of board members of 4-year public institutions is 11 to 13.  Average terms are 6 years, but there is no consensus on maximum length or number of terms for reappointment.  Only one-third of boards limit the number of times a member can be reappointed, and it is usually two consecutive terms.
Board Chairman.  The chairman of the board is the key individual of the board, and board quality is a reflection of the chair's performance.  The chair is usually appointed from within the board and generally serves 2 to 4 years. Reappointment is rare.  The chair is responsible for integrity of board process and should be the official spokesman for the group. The chair
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maintains unity within the board, insures that trustees operate at the policy level, disciplines members for inappropriate behavior, and nurtures leadership among all trustees.  According to the Constitution of Alabama of 1901, Amendment No. 161, the governor serves as ex officio president of the Board of Trustees of Auburn University.  According to Section 2.3 of the bylaws for Auburn's Board of Trustees, a President pro tempore is elected by its board and performs the duties of the President of the Board in his absence (i.e., the President pro tempore of the Board is in effect its chairman).
Board Committees.  The number of committees of a board should be kept to a minimum.  All committee work should be towards developing policy and aiding the process of governance.  Board committees should not manage the university. Examples of legitimate board committees are 1) Development and Fund Raising,2) Endowment and Investments, and 3) Nominating (new members) and Board Evaluation. Other standing committees that are commonly present are Executive, Academic Affairs, and Finance and Audit.
Board committees with titles that duplicate administrative functions generally drift into staff work and staff-level management issues.  When board committees manage the university, the role and accountability of the president deteriorates, and the board-president relationship can disintegrate.
The board as a whole makes policy decisions, and the real work of the board should not take place in committees. options for the board can be developed in committees and can be presented to the whole board for discussion and resolution. No committee is absolutely necessary for operation of the board.  Unnecessary committees may result in a set of miniboards inappropriately making decisions for the board. Perfunctory approval of committee reports tends to dissolve the board, and the board loses its integrity and single voice.
Joint committees of board members, administrators, and faculty should prepare options and gather information for the board.  However, these committees must operate at the board's level of policy formulation.
Selection of Board Members.  Trustees of public institutions who are appointed by the governor or legislature should be selected from a list of nominees. Candidates for a board should be screened by panels comprised of educators, civic groups, alumni, faculty, students, and business and professional groups.
Minnesota has developed a model system for nomination and evaluation of potential trustee candidates which could be modified for other state university systems.  The board itself should be able to provide input to the selection process to balance member skills and backgrounds.
Integrity of Board Members.  Boards of trustees, because of their position of absolute authority, must be impeccable in their moral and ethical behavior. No measure of conflict of interest,
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whether real or apparent, is acceptable.  A fundamental requirement for trustee accountability is disclosure of personal assets and potential conflicts of interests.  Forty-three percent of 4-year public institution boards require trustees to file financial disclosure statements which include business affiliations (Association of Governing Boards, 1988).  Members of the Board of Trustees of Auburn University are not required to do so.  A board cannot govern an institution if its members have personal dealings that may take precedence over interests of the institution.
Public Perceptions Concerning the Board of Trustees of Auburn University.
The last three years have been a difficult period for Auburn University.  Auburn's Board of Trustees has been criticized for not providing leadership to the institution.  Individual Board members have not shown appreciation for the importance of academic freedom and the true purpose of a university. Some members of the Board have been accused of conflict of interest.  Most importantly, the Board has not shown a clear understanding of the appropriate roles for itself, the administration, and the faculty in governance of Auburn University.
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MISSING
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9. The Policy Manual of the Board of Trustees should include in its description of Executive Officers (pages B-1 and G-13)that the Chief Executive officer of the University may neither cause nor allow any unethical institutional practice.
Second Priority
10.  The Board of Trustees should recognize that its primary functions are to establish policy for the institution and protect the university from external pressures.  Toward these ends, the wording of Amendment No. 161, Section 1, of the Constitution of Alabama should be changed from "Auburn University ... shall be under the management and control of a board of trustees" to "Auburn University ... shall be governed by a board of trustees."  A similar correction to the Auburn University Board of Trustees Policy and Procedures Manual should be made.  The wording in Chapter II, Section 2.1, of the Bylaws would be changed from "The entire management and control over the activities, affairs, operations, business, and property of Auburn University ...to "Accountability for the activities, affairs, operations, business, and property of Auburn University ... "  Members of the Board should demonstrate understanding of and support for "Academic Freedom."
11.  The Board of Trustees needs to develop procedures for reprimanding members for misconduct, inappropriate behavior, or failure to perform responsibilities at an expected level. The Board should develop mechanisms for removal of a member(s) from office for just cause as required by Accreditation Criteria of the Southern Association of Colleges and Schools (SACS).
12.  Members of the Board of Trustees should recognize that only the Board as a whole can make decisions.  The Board should be self-disciplining regarding individual trustees attempting to influence the President. The President should be required to report contact with individual Board members to the full Board.
13.  The Board's Policy Manual should include a declaration of its role as "protector" of the University and statements defining "policy," governing role of the Board, review of the Board's performance, discipline and removal of Board members, means for evaluating the president, orientation programs for new members, education of existing members, and a system for representation of university constituencies.  As stated by SACS, "There must be clear distinction, in writing and in practice, between the policy making functions of the governing board and the responsibility of the administration and faculty to administer and implement
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policy."  In addition, the Board should make its long-range plans known to the University community.
14.  Committees of the Board of Trustees should be kept to a minimum number. Board committees should not interfere with the President's ability to manage the University.  The purpose of Board committees should be examined and committees dissolved or restructured appropriately.
15.  The Board should develop and implement a formal training program for new and existing Trustees.  Training could be in the subjects of ethics, board duties, history of higher education, lay governance, finances, and review of academic programs.
Third Priority
16.  The Board of Trustees should utilize a professional agency, such as the Association of Governing Boards, to examine the Board and to make recommendations in the areas of Board composition, length of terms, qualifications and orientation of new Board members.  The Board should annually review its policies and procedures through a combination of self-assessment and outside evaluation by an independent group or agency.
17.  Members of the Board should attend regional and National meetings for governing boards.
18.  The Board of Trustees should evaluate and update its Policy Manual at 5-year intervals.
19.  The Board of Trustees should develop open forums (at least one per year) which would allow any individual to address the Board on any subject related to the University.
20.  Faculty-Trustee contact should be encouraged. A semi-annual meeting of the University Senate Executive Committee with the Board should be initiated. Additional informal contacts would occur as needed.
21.  Members of the Board of Trustees should be encouraged to attend University Senate meetings.
22.  The Board of Trustees should have an annual meeting off campus attended by Trustees, administrators, faculty, students, and alumni.  This meeting would be moderated by a professional Board mentor or facilitator.  Strengths, weaknesses, and needed changes for the university would be discussed.
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23.  The Board of Trustees should publish and distribute a personal profile of Board members which would include a brief biographical sketch, statement of reason for serving on the Board, personal interests, and other appropriate background information.  The Board should publish an annual agenda and report. Faculty leaders at the main campus and AUM should be requested to provide the board with an annual report and concerns of the faculty.
24. The Board of Trustees should place the minutes of all Board committee meetings in the University Archives.