SPA Faculty-Student Council Meeting
October 31, 2005 and November 1, 2005

With a quorum, gathered in a meeting on October 31, 2005, and through internet voting on November 1, 2005, the following resolution was passed with a vote of 32 in favor, 2 opposed:

(1) The faculty of the School of Public Affairs disapproves as excessive the settlement agreement reached by the Board of Trustees with former President Ladner.

With a quorum, gathered in a meeting on October 31, 2005, and through internet voting on November 1, 2005, the following resolution was passed with a vote of 33 in favor, 1 opposed:

(2) The faculty of the School of Public Affairs expresses its lack of confidence in the Board of Trustees as currently constituted. The SPA faculty insists that before the Board undertake any substantive decisions affecting the future of the university, including the search for a new president, that it work with faculty leaders and the broader AU community to reconstitute itself and reform its governance processes to ensure transparency and accountability to the university community at large.

Statement from the University Library Faculty
Through an Internet vote from Friday Oct 28-Tuesday, Nov 1, the following statement was passed unanimously by the library faculty members who voted:  

The faculty of the University Library regrets the decision of the Board of Trustees of American University to provide excessive compensation to Benjamin Ladner on the occasion of his departure from our institution.  Given his failings and the national and international embarrassment the University continues to experience, we urge the Board to rescind its decision to provide compensation to an administrator who violated the standards of accountability to which all other members of the university community are held.  

Remaining issues of accountability, transparency, and responsiveness to the university community need to be addressed in order for our institution to put this episode behind us and to move forward.  Therefore, we call on the Board of Trustees to investigate and resolve the systemic governance problems that led us to the current situation before initiating a search for a new President.  We urge the Board to seek the participation of the university community in this investigation and to collaborate with us to make necessary changes.


14 votes in support of the statement, none against, no abstentions

College of Arts and Sciences Faculty Resolutions
October 27, 2005

  1. The Faculty of the College of Arts and Sciences condemns the decision of the Board of Trustees of American University to offer a multimillion dollar settlement to former President Benjamin Ladner and expresses its lack of confidence in the Board.

    Only a thorough restructuring of the university's system of governance, emphasizing transparency and representativeness, can put behind us the continuing crisis created by Mr. Ladner's and the Board's actions. Therefore, the Faculty urges that no search for a new President takes place before the systemic issues of governance are addressed and resolved. Adapted from the Washington College of Law Faculty resolution and adopted (41-2-2) October 27, 2005.
  2. We call upon the Board of Trustees to rescind the settlement or recover the funds. Adapted from the School of International Service Faculty resolutions and adopted (22-6-2) on October 27, 2005.
  3. We call upon the full Board of Trustees to convene an open meeting of the Faculty Senate to discuss the issues of governance confronting the University.

Adopted unanimously on October 27, 2005.

School of Communication Faculty Resolution
October 25, 2005

The School of Communication faculty expresses its deep concern over the settlement that the Board of Trustees has given to former president Benjamin Ladner in return for his resignation from the university. In particular, we are troubled by the Board's decision to give him $950,000 above and beyond that which was contractually owed to him, especially if this money is being given to him so he can repay the university for his excessive spending. That the Board said they would fire him for cause if he rejected this settlement means that the Board felt that there was evidence to fire him for cause, and if so, we are appalled that he would be rewarded with such a generous settlement.

The School of Communication faculty is also troubled by the Board's lack of transparency and openness not only during these final negotiations but during the entire process of examining President Ladner's alleged wrongdoings. A university dedicated to knowledge and learning cannot accept a closed, secretive, and isolated Board of Trustees.

As a faculty, we understand that we may not be able to overturn or change the Board's decision to compensate former President Ladner. But it is essential that our university put in place reforms to ensure that our governing body act in a way that is consistent with our goals and ideals.

To that end, the faculty of School of Communication:
1) Admonishes the Board of Trustees for its lack of stewardship of the University.
2) Urges the Board, as a group and as individuals, to publicly acknowledge this systemic failure.
3) Calls on the Board of Trustees to create an independent panel of faculty, staff, students, and outside authorities to study the governance structure of the University and to make recommendations to the Board on how the governance of the University can be reformed. The aims of this reform are to create a governance structure that is more inclusive of all the constituencies of the University, transparent in its operations and accountable to the whole University community, and responsive to the community's opinion.

Kogod School of Business Faculty Resolution
October 25, 2005

In this era of ENRON, WorldCom, TYCO, and other instances of shameful corporate behavior, the faculty of the Kogod School of Business has a special responsibility to reaffirm fundamental institutional values and ethical ideals. It is our responsibility to teach our students that organizations and executives have moral and social obligations, that honesty and truthfulness should not be compromised, that insider deals are unjust and wrong, that no one is above the laws or ethical standards of our society, and that a true leader must exhibit an unswerving commitment to honorable behavior even at the sacrifice of personal advantage. Today we have a particular responsibility to profess in our classrooms and reinforce by our actions the basic principle that malfeasance should result in strict sanctions rather than extraordinary rewards.

A few days ago the Kogod faculty conveyed to the Board of Trustees not only its unequivocal no confidence in Benjamin Ladner but also its resolve that his departure should not be accompanied by a "golden parachute" or severance pay beyond the minimum required by law. The vast majority of the University community also adopted this "no golden parachute" position. Unfortunately the Board has chosen to disregard this position and has agreed to a severance package for Benjamin Ladner which can be most charitably described as grossly excessive. Our students and other University constituencies need to know that:

The Kogod School of Business is strong and resilient. We are proud of our students, faculty colleagues, administrative staff, and our academic programs. We are confident about the future of the Kogod School and American University and we look forward to working with a reorganized and revitalized Board of Trustees to continue the advancement of this great University.

School of International Service Faculty Resolution
Resolution passed by a special meeting of the SIS Council, October 25, 2005
Resolution passed by a vote of 34-0

The SIS Council:

Having Resolved:

  1. The School of International Service Council condemns in the strongest of terms the settlement reached between the American University Board of Trustees and Benjamin Ladner. American University should spend money only to support the educational mission for which the University was founded. Rewarding Benjamin Ladner for his malfeasance is contrary to our mission,moral values and standards. The American University Board of Trustees should rescind immediately any offer of severance and dismiss Benjamin Ladner for cause.
  2. Members of the Board of Trustees who bear responsibility for the drafting and flawed execution of Benjamin Ladner's 1997 contract, lapses in auditing, and the October 24 settlement should resign from the Board because they have clearly demonstrated a complete lack of understanding of the mission, standards, traditions and values of American University. They have also failed as fiduciary stewards of American University.
  3. The flawed decisions and processes of American University's Board of Trustees underscore the necessity of undertaking a thoroughgoing reform of Board governance. The goal of the reform should be the adoption of twenty-first century governance practices that embrace transparency, accountability and participation. As part of the reform process, the University should carry out a best-practices study of outstanding North American universities.
  4. Before embarking on a search for a new permanent president, American University must put its house in order. Specifically:

- A new governance structure for the Board of Trustees that reflects the will of those who study and work at American University must be developed and implemented. Only a reformed Board of Trustees would have sufficient confidence of the faculty and staff to undertake a presidential search successfully.

- A new compensation procedure for the University president and vice-presidents must be introduced that ensures that University officers are compensated consistent with market rates found at peer institutions.

- A transparent, rigorous and regular auditing system must be developed and adopted.

- The University must adopt full transparency in the process and contents of budgeting.

- The University executive must be pared down to its essential mission of managing the University. All programs and positions that do not contribute directly to that mission should either be eliminated or transferred into the most appropriate teaching unit.

The acting University president should be tasked with achieving these objectives over the course of the 2005-2006 academic year. The University can then proceed in the fall of 2006 on a sound footing with a search for a new permanent president.

RESOLUTION OF THE FACULTY OF THE WASHINGTON COLLEGE OF LAW (WCL)
October 25, 2005

The Faculty of the Washington College of Law condemns the decision of the Board of Trustees of American University to offer a multimillion dollar settlement to former President Benjamin Ladner, and expresses its lack of confidence in the Board. The Board's decision represents a waste of university resources and betrays the educational mission of the institution. The reported settlement entered into by the Board is a violation of its legal duties, and should be revoked.

Only a thorough restructuring of the university's system of governance, emphasizing transparency and representativeness, can put behind us the continuing crisis created by Mr. Ladner's and the Board's actions. Therefore, the Faculty urges that no search for a new President takes place before the systemic issues of governance are addressed and resolved.

Unanimously adopted by the WCL Faculty.