Board Beyond Belief

by Hank Goldstein of member firm The Oram Group

By definition a board is a long, thin wooden object.

Take for example the board of the City University of New York (CUNY) arguably one of the best public universities in the country and among urban institutions of its kind, it is without peer. By now as you have probably heard, unless you reside west of Newark, the CUNY trustees withdrew the award of an honorary degree to Tony Kushner after one trustee objected, opining that the Pulitzer prize-winning playwright is rabidly anti-Israel and therefore an unfit degree recipient. He offeredthis assessment intending it as an aside, an objection to be noted in the minutes but otherwise ignored. Oops.

Instead, proving that even a rubber stamp leaves an impression, the board – without deliberation – voted to deny the award an untoward turn given that honorarydegrees at CUNY, as most schools, are normally approved more by rote and less by vote. The ensuing hullabaloo ended only when, we learned, the executive committee of the CUNY trustee board can rescind any decision made by theboard. And so in the shortness of time it came to pass. The decision wasscrapped, the award reinstated and, I believe, Kushner will show up and add one more to his already full deck of honorary degrees.

There may be fraud and other misbehavior at charities from time to time but it is really a rare event. By far loopy governance is the problem, over and over again. Why otherwise reasonable, mature, and thoughtful people seem to check their brains at the door when they join a charity board has long amazed we who toil in these places. But this example of goosiness is sui generis. Never before have I encountered a board setup that allows a committee of the board to rescind a board action. Though it is true that executive committees can often act for a board between official meetings it is also the practice that any such decisions must be ratified by the full body later. 

I can only surmise that because the taxpayer-supported CUNY board is stacked with political appointees through an undisclosed process and with no apparentstandards that are publicly stated allowing the executive committee (thoughchaired by the former president of Yale) a check on irrational behavior is an inherently upside down methodology but it worked. However the inescapable conclusion is that the board is indeed a wooden object. The executive committee decides. Like other boards this one is a parking lot for philanthropists real and potential. They may not be expected to act like a board but by law they are the legal stewards of the University. I guess.

Meanwhile there have been calls for this trustee, who has previously weighed in as Israel’s lobbyist on the CUNY board, to step down. Among others the head of the CUNY faculty union has made this demand proving only that faculty unions have no more lock on sense than boards do. Odious as they might be this trustee’s opinions are an expression of free speech if not to re-appointment in twoyears when his term expires. 

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