In Struggle for Autonomy, UVA Board Eyes Role of Board Secretary

The process for selecting the Board of Visitors secretary at the University of Virginia might seem arcane to outsiders, but it consumed the attention of board members briefly Friday before everyone agreed to table discussion until the regularly scheduled meeting in September.

According to the Board manual, the secretary preserves documents, prepares the minutes, keeps the official Seal of the University in safe custody, and assists the Board in “the discharge of its official duties.” The secretary has little formal power but plays a key role in communicating information to board members.

And therein lies the problem. The secretary (currently Susan Harris) reports to the president (Jim Ryan). Several members of the Board are frustrated by their inability to get answers from the Ryan administration. Requests for information are frequently blown off as too troublesome and time-consuming for overworked administrators to waste their time on.

Generally speaking, one way in which university presidents control their boards is to manipulate the information presented to them. Such is certainly the case with UVA. Thus, the disagreement over who picks the secretary for their four-year terms is at heart a struggle over access to information.

Rector Robert Hardie brought the issue to the Board’s attention, referring to a proposal by an unnamed board member to change the existing selection process — the president and rector nominate an individual “in concurrence,” and the Board votes its approval — to one in which any board member could nominate someone. The Executive Committee had discussed the idea, Hardie said, and the seven members unanimously opposed it in a straw poll.

Ken Cuccinelli then offered a substitute provision. Reasoning that the secretary works for the board, he suggested that the rector alone should nominate the secretary — cutting the president out of the process. Additionally, he proffered, as the secretary is responsible for keeping the Board’s documents, his proposal would make explicit that board members have access to “the books.”

“This amendment makes the secretary, nominated by the rector, voted on by the Board, answerable both in work and for all other purposes exclusively to the Board,” he explained. “I believe that is a more appropriate structure. We are not here most of the year. … This Board will leave town today. … We’ll have a person with whom we can coordinate and will be exclusively dedicated to that role.” Human nature being what it is, he continued, “this position is better executed dedicated solely and directly under underneath the Board of Visitors.”

Vice Chair Carlos Brown argued that the existing process works well. As a practical matter, he said, the secretary works closely with the staff and administration on a daily basis. The close working relationship allows the secretary to anticipate what issues need to come before the board. “Somebody needs to be that bridge.” That’s the way it works the corporate world he comes from, he said — he is corporate secretary of Dominion Energy — and isolating the secretary from the administration would inherently create problems.

Porter Wilkinson, who serves as corporate counsel and chief of staff to the Smithsonian Board of Regents, had a slightly different take. She reports only to her Board, she said, but she doesn’t feel isolated from the Smithsonian administration at all. However, she’d like to consider the secretary’s role in the context of other governance changes, and she proposed tabling discussion until the September meeting.

“If you want to ask my advice on the way out the door,” volunteered Hardie, “I would object to this [proposal]. I think it’s the wrong structure.” He works “hand in glove” with Harris almost every day. She has been a loyal, “incredible” advocate for the Board. However, he conceded that the proposal might work with a slightly different reporting structure — perhaps a solid line to the Board and a dotted line to the president.

While other board members discussed the board structure in the abstract, Doug Wetmore cut to the chase, explaining why board members are suddenly interested in this obscure provision of the Board manual.

“Rank and file board members like myself … feel out of the loop, isolated a lot of times when there’s an information request. … A common response is people are too busy to do it. … I think the idea of having some sort of dedicated resource for board members who are looking for information or have questions or want to get updated on what’s going on. I think there’s some potential value here, and I think it would be a good thing to consider.”

While acknowledging that the board’s small staff is understaffed and that UVA is adopting austerity measures, Wetmore said, it would be “very helpful” to hire someone to satisfy information requests from staff members.