Letter to BoV re: Governance

As an alumnus and an attorney versed in the governance of non-profit organizations, I conclude the board acted unethically---and (arguably) under color of law---in orchestrating the removal of President Sullivan.

The removal of a president is an action requiring the utmost care and consideration. In causing the resignation of the president without having met to discuss the matter you failed to meet your fiduciary duties to the university. Each Visitor has a legal duty to seek all relevant facts, ask questions, and independently decide on the correct course of action. A visitor's fiduciary duties and ethical obligations are near-sacrosanct, cannot be delegated, and cannot be waived.

Federal law governing tax-exempt organizations requires visitors to advance the university's "exempt" purpose: the advancement of knowledge, education of students, and treatment of patients. A visitor can not simultaneously advance the university's exempt purpose and serve the interests of a private individual or entity.

Your goals in removing President Sullivan, as stated by Rector Dragas and others, included:
• securing the financial health of the university,
• reversing disappointing fundraising,
• attracting star professors,
• retaining the best faculty, and
• enhancing the university's reputation and position.

Your actions have resulted in the following:
• Two of the university's most dedicated and generous benefactors (Hunter Smith and the Battens) have stated that they will not support the university
• Innumerable alumni, parents, and community members have decided not to give to the university
• At least two "star" faculty recruits have decided not to accept positions at the university
• One "star" professor has resigned; I have heard that another ten are seriously considering resigning or retiring early.
• Irreparable damage to the university within and without the academy:
o Former Cornell University president who currently serves as the president of the Association of American Universities, blasted your actions as "the most egregious case I have ever seen of mismanagement by a governing board."
o Editorials and opinion pieces have uniformly condemned your performance
• The university's rankings/ratings will decline markedly
o US News and World Report rankings of the Best Colleges and Universities, whose outsize influence on student recruitment and fund raising is well documented, uses as one of its metrics the opinion of other university presidents. Given not only what you did, but how you did it, we can expect very poor reviews.
• Great instability in the various academic departments and throughout the university
• Morale so low it is more accurately described as despair

The departures of faculty, loss of reputation, alienation of donors and alumni, and marked fall in ratings are the direct result of your actions.

I am forced to conclude that in your:
• advancement of the university's mission, you have done far more harm than good;
• treatment of President Sullivan, you were unethical;
• communications with faculty, staff, students, and alumni, you acted without honor;
• management of the forced resignation and its aftermath, you are incompetent; and
• custodianship of the university's assets and reputation, you have been negligent.

I call on those of you who orchestrated and supported the ouster of President Sullivan to resign.

With contempt,

T. Jude Silveira (Law '97)