American University Board of Trustees
Report of the Fall 2005 Meeting
November 10-11, 2005

Opening Statement

In the spirit of good governance and openness, the Board of Trustees leadership is working with the AU administration to make available information on the trustees meetings that took place on campus November 10 and 11. Presuming this information will be helpful and well received, we intend to continue to do this into the future. These meeting summaries and other trustee information will be posted at the new governance Web site, as well as on the president’s own Web page.

Committee Activities

Much of the research and general business of the Board of Trustees take place in the work of the board’s standing and ad hoc committees. Campus representatives participate in the general sessions of some of the committees’ meetings, including meetings of the Academic Affairs, Campus Life, Finance and Investment, and Campaign Steering and Development Committees. At the regular board meetings, the chairs of the various committees report out to the full board and may include recommendations for the board to approve various resolutions and policies affecting the operations of the university. On Thursday, November 10, 2005, several standing committees met:

• Audit Committee – Chaired by trustee and AU alumnus Charlie Lydecker, the committee reviewed the report of the university’s external auditor, KPMG, on the university’s financial statements for academic years 2003-2004 and 2004-2005 and discussed ongoing validation and testing of internal financial and management controls. In addition, the committee decided that the president’s expenses and those of other executives will be regularly reviewed.

• Trusteeship Committee – Chaired by trustee and vice chair Tom Gottschalk, the committee discussed the composition and leadership for the next two-year term (2005-2007) of the board’s standing and ad hoc committees. Of particular note was the committee’s goal of having a more diversified board and discussion of trustees’ responsibilities.

• Finance and Investment Committee – Chaired by trustee and AU alumnus Gary Cohn, managing director and co-head of the Equities Division of Goldman Sachs & Co., the committee considered the mid-year report on budget and capital refinancing.

• Academic Affairs Committee – Chaired by Bishop John Schol, the committee discussed the acting provost’s report in general session and heard from the student representatives to the board from the Student Government and Graduate Leadership Council about their opposition to the proposed change to the Faculty Manual regarding voting members of the schools’ and colleges’ rank and tenure committees.

• Campus Life Committee – Chaired by trustee and AU alumna Pamela Deese, the committee focused mainly on the annual presentation of a set of campus “metrics,” which were prepared by vice president of campus life Gail Hanson and her staff and by Karen Froslid-Jones, director of the university’s Office of Institutional Research and Assessment. As part of the discussion on the presentation, the committee reviewed the 2004 Freshman Census, 2005 Graduation Census, and 2005 Campus Climate Survey.

• Campaign Steering Committee – Board chairman Gary Abramson led the discussion. Vice president of university relations Al Checcio updated the committee on the progress of AnewAU, the university’s capital campaign. Since the campaign was announced in 2003, AU has received to date approximately $109 million in gifts and pledges toward a total goal of $200 million. In addition, the number of alumni participating in the campaign has increased 14 percent over the same time last year. The committee discussed the resignation of Mr. Checcio, effective January 1, and the organization and management of the office following his departure.

Full Board Meeting

On Friday, November 11, 2005, the board held its regular fall meeting in the Board Room on the sixth floor of Butler Pavilion. Eighteen (17 in person and 1 person by phone) of the board’s 20 trustees and representatives from all six of the campus constituencies (undergraduate, graduate and law students, and faculty, staff and alumni) participated in the general session.

Report of the Chair – New board chairman Gary M. Abramson welcomed the other trustees, the interim president Neil Kerwin, the university’s vice presidents, and the six campus representatives (Professor Tony Ahrens, chair of the Faculty Senate; Kyle Taylor, president, Student Government; Peter Brusoe, executive director, Graduate Leadership Council; Adam Cohen, president, Student Bar Association; Robin Beads, president of the Staff Council; and Margot Herron, representative of the Alumni Association). In his opening remarks, Mr. Abramson thanked the AU community for its loyalty, its concern for the university’s progress, and its offers to assist the board in its efforts to return the university to stability and further growth.

Report of the Trusteeship Committee –Following the board’s discussion of Thursday’s Trusteeship Committee meeting, the full board approved new committee memberships and leaders for 2005-2007. Committee chair Thomas Gottschalk noted that the Trusteeship Committee will work in conjunction with the board’s Governance Committee (see below) to make recommendations for committee charters and defining board committee roles and functions and will present them to the full board at its winter 2006 meeting.

Committee chairs for the 2005-2007 term are as follows: Academic Affairs – Bishop John Schol; Athletics – Jack Cassell; Audit – Charles Lydecker; Campaign Steering and Development – Gary Abramson and Gary Cohn, co-chairs; Campus Life – Pamela Deese; Compensation – Gary Abramson; Finance and Investment – Gary Cohn; International Affairs – Jeffrey Sine; and Trusteeship – Thomas Gottschalk.

Report of the Special Committee on Governance – Chaired by trustee and AU alumna Pamela Deese, the board’s Special Committee on Governance updated the full board on its activities since being appointed in late October. The committee –whose other members are AU alumnus and board chairman Gary Abramson, AU alumna Regina Muehlhauser, Bishop John Schol of the Baltimore-Washington Conference of the United Methodist Church, and AU alumnus Jeffrey Sine – has requested consultancy proposals from the American Council on Trustees and Alumni’s (ACTA’s) Institute for Effective Governance, the Association of Governing Boards of Universities and Colleges (AGB), and the National Association of Corporate Directors (NACD) to consult with the committee to fulfill its charter.

The committee’s charter is “to evaluate board governance and make recommendations to the full board for improvements in such governance to enable the board to more fully and effectively meet its fiduciary responsibilities to the university.” The board directed the committee to consult with university constituencies, other universities, and appropriate consultants to inform its perspective and to otherwise contribute to its work and eventual recommendations.

In addition to describing the committee’s work with consultant organizations, Trustee Deese informed the board of the committee’s timeline for its activities:

• Mid-November to mid-December 2005 – determine which consultant(s) to retain.
• January to mid-February 2006 – conduct a formal self-assessment of the board under the direction of the consultant(s).
• Mid-February 2006 board meeting – make its preliminary report to the board.
• End of February through March 2006 – conduct extensive and inclusive consultations with the university community, including the university-wide Working Group on Governance, the Faculty Senate’s ad hoc Committee on Governance, the ad hoc University-wide Student Task Force on Reformation of University Governance, and whichever consultant is selected.
• May 19, 2006 board meeting – make final recommendations to the board.

Report of the Special Committee on the Presidential Search Process –Chaired by AU alumnus Matthew Pittinsky, the board’s Special Committee on the Presidential Search Process is composed of AU alumnus Jack Cassell, The Rev. Jerome King Del Pino, the general secretary of the General Board of Higher Education and Ministry of the United Methodist Church, and AU alumna Robyn Mathias. The committee’s charter from the board directs it: “to involve American University students, faculty, donors, alumni, and other trustees in establishing a process for identifying a new university president, and to recommend to the Board of Trustees such an inclusive and informed search process as to ensure the best possible leadership for the future of the university.” At the November 11 meeting, Mr. Pittinsky made the committee’s first report to the board, following several meetings the previous week with the university’s deans and representatives from the university’s Faculty Senate, student leadership, and Staff Council. Based on the committee’s report, the board decided to schedule the kick-off of an inclusive presidential search process no earlier than June 2006, after the end of the academic year, so that the board can focus on governance changes that will help it attract the best possible candidate and ensure that important lessons from recent events have been learned. In the meantime, no solicitation or appointment of a candidate will be made outside of a committee-based search process.

Report of the Standing Committees –In addition to the board meeting’s general session, the campus representatives also participated in several of the standing committee meeting general sessions. The committee chairs reported to the board on each committee’s general session. Bishop John Schol, the chair of the Academic Affairs Committee, reported on the committee’s discussion of Interim Provost Ivy Broder’s report and asked her to highlight for the full board some of the university’s academic achievements since the May board meeting. Following that report, the committee asked student representatives to speak about their opposition to the Faculty Senate’s proposal to amend the Faculty Manual and end voting membership positions for students on the schools’ and colleges’ rank and tenure committees.

As was reported in the summary of the Campus Life Committee’s Thursday meeting, the chair, Pam Deese, asked vice president of campus life Gail Hanson and director of institutional research and assessment Karen Froslid-Jones to summarize their findings from the “campus metrics,” the results of the 2004 Freshman Survey, the 2005 Graduation Survey, and the 2005 Campus Climate Survey.

Mr. Abramson, the chair of the Campaign Steering and Development Committee, reported on the Thursday committee meeting and presented some of the highlights of its discussion. The “Campaign for AnewAU” will continue as a university priority. As part of the committee’s review of the capital campaign’s performance, Mr. Abramson spoke about the successful leadership and recent resignation of vice president of university relations Al Checcio, who will take a similar position at Fordham University. In light of Vice President Checcio’s significant contributions to the work of the Office of University Relations and the current success of the university’s capital campaign, the board approved a formal resolution of appreciation of Mr. Checcio’s achievements and wished him well in his next role.

Reports of the President, Provost, Vice Presidents, and Campus Representatives – The materials the president sends to the board to prepare for its meeting includes reports from the president, provost, vice presidents, and the six campus representatives. These reports inform the trustees about significant events and achievements since the board’s last regular meeting (May 2005) and present to the board the issues and concerns affecting the university’s offices and representative organizations. The reports also provide material for comment and discussion during the general session. Later this month, these reports will be made available on the university’s governance Web site, www.american.edu/governance .

Another item that will be accessible from the AU governance Web site is the report of the ad hoc University-wide Student Task Force on Reformation of University Governance. Among the committee’s recommendations are to:

• Add three students and three faculty to the Board of Trustees as voting members;
• Remove the president as an ex-officio member of the board;
• Increase the number of annual regular board meetings from three to four.

Executive Session

The board met in executive session following the open meeting.

Other Board Activities

• Town Meeting – On Thursday, November 10, six trustees (David Carmen, Jack Cassell, Pamela Deese, Robyn Mathias, Matthew Pittinsky, and Bishop John Schol) held a town hall meeting with close to 200 students, faculty, and staff in attendance. The meeting was co-hosted by Matt Pittinsky and Student Government president Kyle Taylor. The gathering prompted a straight-forward exchange between trustees and the campus community on the events of recent weeks. The topics discussed included the settlement agreement; the various campus petitions and “no confidence” votes; the presidential search; future governance, oversight, and changes to the board; openness, inclusion, and communication; the Senate Finance inquiry; and others.

• Breakfast for Student Leaders – On Friday morning, November 11, the board hosted a breakfast for approximately 40 undergraduate, graduate, and law student leaders.

• Post-Board Meeting Sessions with Students –After the formal board meeting concluded, vice chair Thomas Gottschalk met with approximately 20 students who had assembled outside of the board room to voice their concerns. Mr. Gottschalk summarized some of the board activity from the day, reviewed the recent chain of events and answered student questions. In addition, chairman Gary Abramson and Interim President Neil Kerwin met with reporters from the Eagle and the American Weekly to summarize the board meeting.

Conclusion

I hope that you find this summary to be both informative and helpful. You can provide comments and suggestions to trustee leadership at aubot@american.edu and to the AU interim president at president@american.edu.