This weekend, the Antioch University Board of Trustees (AU BoT) will be meeting at the Los Angeles branch of Antioch University. In preparation for this meeting, I present some background information on how the Board normally conducts their business.

The Trustees have three full-board meetings each year, in October, February, and June. The October board meeting is traditionally in Yellow Springs, and the two other meetings rotate between the other campuses of Antioch University. The Board meeting runs from Thursday morning to Saturday noon.

Prior to the Board of Trustees meeting, the Antioch University Chancellor, Vice Chancellors, and the presidents of the campuses meet on their own in the same location. This group of Antioch University administrative officials is called the University Leadership Committee, or the ULC. The ULC was established during the “de-centralization” of Antioch University, which created the non-revenue-generating central administration separated from the revenue-generating educational campuses. In the years immediately following decentralization the University was a loose association of the campuses, and the intent of the ULC was to only recommend university-wide policies and procedures to the Board of Trustees for the Trustees’ approval. In recent years as the University’s central administration grew in power, so too did the ULC, and it has transformed from solely a policy-recommending committee to one that sets and approves policy and procedures. In early 2007 the ULC, under the leadership of the Chancellor, created and approved a vision for Antioch College and a plan for its reopening in 2012.

There are currently about nine committees of the Board of Trustees, and at any given time one or two ad-hoc committees or subcommittees. A detailed list and descriptions of the committees follows the end of this article. These committees are the Executive, Finance, Trusteeship, Development, Communications, Academic Affairs, Investment, Physical Facilities, and Compensation.

The Board or one of the committees creates ad-hoc committees or sub-committees as short-term groups to either address specific issues that don’t fall into the regular committee structure, or to highly focus and work on a specific issue in a short period of time. For example in 2001 the Finance Committee created a Financial Stabilization project as a reaction to the projected deficit of 2000-01; this work group was formally established as an ad-hoc subcommittee of the Finance Committee in the Fall of 01. This is the sub-committee whose recommends included putting depreciation into the operating budget of the College and consolidating administrative functions in Yellow Springs; such recommendations would normally be administrative decisions of the University and didn’t fall under the normal charge of any of the regular committees of the Board. The meetings for the Board of Trustees traditionally begin and end with the full board gathering, with the middle part of the meetings the time when the committees of the Board meet. As a single member of the Board may be on multiple committees, the committee meetings generally happen in two rounds, with some of the committees meeting first, then musical chairs as the Trustees rearrange themselves so some of the other committees may meet.

Thursday officially starts with an open full-board session after a closed session of the Executive Committee early in the morning. The Board meeting usually opens with comments or a report from the Board Chair then moves on to the Chancellor’s report. Often times this will also be the day that the campus presidents present their University-approved reports. The Board will break into committees Thursday afternoon and Friday, with occasional full-board or other sessions scattered throughout. The committees review old business and discuss new business, and many prepare their own committee report.

Saturday is a short day, but is normally the day that full-Board decisions are made and resolutions are passed. It usually starts with a short Executive Committee session, then proceeds as a full Board session until the formal close of the meeting. Resolutions are presented and voted upon, sometimes in closed session. The committees also present their reports back to the full Board. After the formal close of the meeting, the Executive Committee of the Board has one final meeting.

As recently as January some Trustees have stated that the only times committees work in ‘closed’ session are when they deal with personnel issues, however this policy is not reflected in the Board’s past practices. As early as 2001, the Finance Committee and other Board Ad-Hoc committees established a pattern of operating in closed session. Throughout this decade, operating in closed session has become the norm for the Finance Committee, rather than the exception.

In the last year or more, while Antioch College was almost entirely unaware of the gravity of the financial problems the Board reports it was dealing with, several committees meet “as the whole board” instead of just the designated committee membership to deal with the institutional issues. These committees include ‘critical’ visioning and planning committees, including the finance and development committees.

In the critical Board meetings leading up to the Trustee’s vote to accept the University’s proposal to close the college, the Trustees met as a whole for almost the entire meeting. A good portion of these meetings were under the guise of the Finance Committee (chaired by the Treasurer of the Board Bruce Bedford). Since the Finance Committee now normally operates in closed session, this had the effect of closing large parts of critical Board meetings.

During critical meetings, the Board has delayed any news of major resolutions until they formally release a press statement; this occurred with the closure announcement in June 07 and also with the Agreement in Principle following last October’s board meeting. For this weekend, we can expect critical sessions of the Board will happen behind closed doors, most likely with the entire Board present. My belief is that the Saturday session will be entirely in closed session, and that we will only know the results of this meeting when a press statement is distributed.

According to the most recent set of bylaws available, the board committees are as follows:

Executive: responsible for “the general control, management and regulation of all matters pertaining to the Corporation” during the intervals between the meetings of the Board of Trustees.

Compensation: annually reviews with the Chancellor the performance and compensation of the officers of the corporation and shall reports any recommendations for adjusting their compensation.

Physical Facilities: reviews all proposed acquisitions, dispositions, and capital improvements to the physical assets of the University and proposed facility leases.

Finance: Reviews and recommend items relating to the budget, finances, financial decisions, and accounting reports. Reviews and recommends changes to the financial control and accounting systems of the university.

Development: considers matters relating to the development of the University and recommends policies and programs concerning constituent and community relations and all fundraising activities for annual support and capital development.

Investment: reviews the investment performance of endowment and other investment funds; makes recommendations related to the same.

Communications:reviews the exchange of information between the university’s multiple constituencies; recommends for approval any public relations and marketing campaigns on behalf of the University.

Trusteeship: identifies and recommends potential new trustees.

Academic Affairs: studies and appraises the quality of the academic program, formulates enrollment goals and recommends adoption of appropriate policies or directives, reviews & recommends new programs and also faculty tenure.

- Laura Fathauer

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Filed under: Antioch, Antioch College, Antioch University, Board Structure, ULC, University Board of Trustees