Service of Board Service

May 16th, 2011

Categories: Accommodation, Appointments, Board of Directors, Business Decisions, Communications, Control, Guidelines, Lessons Learned, Mixed Messages, Recommendation

board-of-directors

My friend Erica Martell urged me to read about the City University of New York’s board of trustees and its reversal about giving playwright Tony Kushner an honorary degree. First the board voted no. Subsequently the executive committee voted yes.

I read the coverage in The New York Times that Erica sent and The Wall Street Journal and finally a New York Sun editorial. The short story: Kushner was being proposed for a doctor of letters at John Jay College of Criminal Justice. Right before the vote, a member of the 17-member board, Jeffrey S. Wiesenfeld, objected to his receiving the honor based on what he described as Kushner’s attacks on Israel.

counterpunchAfter the 6-member executive committee reversed the board’s decision, Winnie Hu in The New York Times wrote: “After the vote to approve the degree, Dr. [Matthew] Goldstein, CUNY’s chancellor, said ‘the basic misstep was there wasn’t a counterpunch’ to Mr. Wiesenfeld’s remarks.

“I’m not sure why the appropriate people didn’t chime in at that time,” he said. Dr. Goldstein, who was present at that meeting, said the presidents of the various colleges are generally expected to address specific questions.”

Translation: Somebody put Kushner on the list. Why didn’t he/she speak up?

Hu noted: “Mr. Kushner later disputed Mr. Wiesenfeld’s characterization of his views and said he is a strong supporter of Israel’s right to exist.”

In The Wall Street Journal Ruth King quoted Benno Schmidt, the president of the board of trustees: “‘I would not ordinarily ask for reconsideration of a decision so recently taken,’ said Mr. Schmidt, who was once president of Yale. ‘But when the board has made a mistake of principle and not merely of policy, review is appropriate and, indeed, mandatory. As it happens, Chairperson Schmidt was on hand when this ‘mistake of principle’ was made but didn’t raise a voice at the time.”

An excerpt from a New York Sun editorial: “But if principles are the issue here, what is the logic of the decision of a full board of trustees being overturned a few days later by a subset of the trustees?

“So far it looks as if the only person who has acted on principle in the CUNY affair is Jeffrey Wiesenfeld, the trustee who first objected to the idea of giving an honorary degree to Mr. Kushner. He came to a meeting, and he stated his objection forthrightly. It had to do with Mr. Kushner’s views in respect of Israel. Mr. Kushner is entitled to his views and Mr. Wiesenfeld is entitled to dissent from a proposal to give him an honorary degree. The whole thing was filmed and is available at a CUNY Web site. Mr. Wiesenfeld comprehended he was making a dissident statement. Our guess is that he was as surprised as anyone when the trustees acted on his objection.”

decisionmakingI think that what happened is not as much about whether a person accused of speaking out against a foreign country should be given or denied an award by a New York City university as it is about how boards work. It’s typical of what I’ve observed as a board member. I’ve been on many–industry, charity and co-op apartment boards. Many board members sit like lumps. Are they afraid to speak out? I have not always been popular as a result but feel that my job is to point out hurdles or issues for the board’s consideration. For that reason, I commend Mr. Wiesenfeld for stating his view and wonder about the other board members. Not all of them agreed with him, as it turns out. They didn’t want to face him with their argument.

Who are the villains here? Did anyone do anything right?  Why do people take the time to sit on boards if they don’t plan to participate? Do those who bring up touchy subjects risk being treated like whistleblowers? What is it about a board that seems to stifle discussion?

 speak-out

11 Responses to “Service of Board Service”

  1. Lucrezia Said:

    There are a couple of issues, here. The first and formost is “what happened to free speech?” Universities should be leading the parade in enforcing that right. The fact that such a board seems to have failed in its duty, disgraces the university, not to speak of itself.

    As to why do people want to sit on board, then proceed to act like “lumps” is because a) It’s a great item for a resume and b) Lumpish behavior doesn’t rock the boat, so fear leads to quiescence.

    Boards are fine for those who see this as a path to getting ahead, and often it is. Boards can be assets, disasters or nonfunctional depending on who is sitting. The motives for sitting on them are as numerous as there are candidates. The best way to insure quality is to keep a watch on such entities, and when they make fools of themselves and those they represent, to bring them down as efficiently and rapidly as possible. There are enough people who are either altruistic or seeking self agrandisement out there to replace them!

  2. Martha Takayama Said:

    I don’t think anyone behaved in a very intelligent or thoughtful fashion.

    I cannot understand why the City University of New York should engage in evaluating the political preferences vis-a-vis a foreign country of an individual being granted an award. I do not think that there should be a litmus-test of loyalty to any other country used as a guideline for the determination of this award. I find it absurd, provincial and immature, that a board supposedly chaired by a distinguished academic and administrator in a city which fancies itself the epicenter of culture and sophistication would act in such a careless, and irresponsible fashion.

    I do not have any sympathy for the dissenting Mr. Wiesenfeld. He ought to be able to understand where and for whom he was serving as a Trustee. Unless I am mistaken the City University of New York is neither an ethnically nor religiously uniform institution, nor a parochial academic administrative entity for a foreign country. If this whole episode were not so absurd and demeaning, it might smack of a twist on McCarthyism. It would be best if people would determine their own level of acceptance for diverse opinions as well as the appropriate parameters of their responsibility before being nominated to or accepting to serve on a board.

  3. Jeanne Byington Said:

    Lucrezia,

    I am surprised that Mr. Wiesenfeld didn’t speak with fellow board members before the actual meeting if he felt strongly about the choice. No doubt they got bios of each of the some 40 candidates for honorary degrees. I wonder what the chairman of this board was thinking of when Mr. Wiesenfeld spoke up–what he was having for dinner?–his mind must have been elsewhere. No doubt there are guidelines for this kind of selection and a selection committee. How did the names of this particular honoree get to the top of the pile to begin with? Maybe next time they should discuss who is winning a few board meetings before graduation to give the board time to ask its questions and resolve them!

  4. Jeanne Byington Said:

    Martha,

    Mr. Wiesenfeld can bring up any question he likes about a candidate but you’d think that on a board with articulate participants such as CUNY’s that somebody might politely note that the tax payers of NYC represent such a large range of nationalities–not to mention the student body a large chunk of which is foreign–that if the board had to select 40 people every year none of whom offended any of these groups and/or their interests, they’d pretty much have to choose from a pool of first graders.

  5. Martha takayama Said:

    Dear Jeanne,

    I am in agreement with your very realistic observations.

    I think the incident surely merits the coverage you are giving it!

  6. Simon Carr Said:

    I have served since 1970 on various boards of both domestic and foreign public and private companies, and a variety of not-for-profit charities and schools. I still serve on two boards.

    To answer your questions:

    1) Who are the villains here? Everybody, but most of all the guy running the school.

    2) Did anyone do anything right? No.

    3) Why do people take the time to sit on boards if they don’t plan to participate? Either to advance themselves professionally or socially, to massage their egos, or to earn money.

    4) Do those who bring up touchy subjects risk being treated like whistleblowers? Yes, because they are troublemakers. If you spot a problem, fix it with a few discrete private conversations with the key players at the company/charity and on the board, not by bringing it up at a board meeting.

    5) What is it about a board that seems to stifle discussion? Well run boards make unanimous decisions on major issues. Well run meetings give a chance to politically necessary directors to mouth off about unimportant stuff.

    As the vice chairman of an 40 member college board, I sat through three hour meetings, maybe speaking for five minutes. But before board meetings, I spent literally days in conversations, committee meetings, over drinks, in the back of busses hammering acceptable answers to difficult questions. You’ll never get a good answer to a complicated problem out of 40 people at least half of whom don’t know what’s going on.

    A few years back, I had a similar experience to the CUNY debacle you describe. One of our more creative trustees came up with the idea that we honor a world famous, brilliant film director with indirect ties to our institution. It sounded like a good idea, a potential money maker, and at the very least, a great way to generate publicity. Several of us bought into doing something. Then a “key player” with an in depth knowledge of the institution and the environment in which it operated, pointed out that the director had certain characteristics about him which several extremely important elements in our broader instuitional “family” would perceive as being obnoxious in the extreme. The idea was never discussed at any board meeting.

  7. Jeanne Byington Said:

    Simon,

    I think you put your finger on it–it takes a ton of time to do things right, i.e. behind the scenes, which is no excuse, but in a way it is, especially on volunteer boards. Nobody has enough. In this 200 mph world, there are folks who see the financials and agenda for the first time as they sit down, while simultaneously checking emails on their smartphone. So if they think of something, they shouldn’t say boo?

    I have a question for you: If you hear about something for the first time at a board meeting and you see huge holes in a project or initiative, would you speak up or let the board/organization get hit by a potential bus? Your answer can’t be that the board chair or president is a bad one, because these things happen and some chairmen are lousy. But according to your advice– that the person who speaks up is nothing but a troublemaker—should this person resign? I don’t think so.

  8. Simon Carr Said:

    Jeanne,

    To answer your question: Absolutely!

    However, on a well run board, that shouldn’t happen often. That’s why board papers are distributed well in advance of meetings, and in preparation for meetings, key directors’ views are sought and worked on in advance on contentious issues. Incidentally, like a great performance of a first class play, everything should appear to be spontaneous when the actual board meets. And it usually does because most of what a board does is routine and doesn’t require advance discussion.

    Incidentally, if it is not a well run board, get off. You don’t need the headaches or the potential liability of a backfiring decision.

    Something like that happened to me once on that same college board I wrote about before. After working out well in advance a complicated initiative involving firing several people and shifting purchasing to a new purchasing agent, saving the institution over $1,000,000 a year, I made sure in advance of board approval. I then submitted my proposal to the board. One of our most distinguished trustees, who was on the board for ornamental reasons and had never before participated in the substance of what the board did, became enraged because, unbeknownst to any of us, he was a close personal friend of one of the people being fired. It was a horrid mess. The man attacked me personally, and I learned a good lesson. “Don’t count your chickens…”

  9. Jeanne Byington Said:

    Simon,

    In my experience, board papers are distributed on the eve of a meeting. This gives members little time to see or think about them. Again, you have identified another reason boards run into snags and responsible board members must ask questions at the meeting.

    I have the feeling that corporate boards, especially public companies, can’t do what volunteer/charity/industry boards get away with. There’s too much money/fiduciary responsibility involved and board member exposure to public scrutiny. The high-profile members of such boards wouldn’t stand for getting meeting papers so close to deadline and no doubt there are guidelines if not rules about it.

  10. Simon Carr Said:

    Forgive me, but that’s hog wash. Properly run charities/not-for-profits are every bit as well run as for profits. The reason why you get papers late is that somebody doesn’t want directors to have time to find out what is really going on.

    I was on a board of a company that used to pull that one on us. I’d say something is “rotten in Denmark.” To you I’d suggest that you fire the management, or get off the board before you get sued by the donors. If you are still on such a board I hope you have directors’ liability insurance.

  11. Jeanne Byington Said:

    Simon,

    Trouble with volunteers is that they don’t always send in their committee info on deadline from various chairs that the exec. director or management co. needs to be able to distribute info early. That doesn’t apply to the financials.

    But back to the original instance in my post, lack of time for those involved on a university board, that is a business, is no excuse.

Leave a Reply


Clicky Web Analytics