UofL Board of Trustees Prepare For a Vote of No Confidence in President James Ramsey.

Actual vote thwarted but result essentially the same:
Overall a win for more open and shared governance.

If you are reading this, the chances are that the fact that the University of Louisville Board of Trustees discussed a vote of no confidence in the presidency of Dr. James Ramsey two days ago will not be news.  That something dramatic might happen was no surprise to the army of media people who came prepared to cover anything.  I was there too.  Although longstanding allies of President Ramsey used procedural means to block an actual hands-up vote, those Trustees seeking a more open and shared governance role for the Board succeeded for the first time in presenting their arguments directly to the public, and by their accounts, to the Board itself!   A majority of the Board, including its Chairman and Treasurer, were prepared to vote in favor of such a measure.  At this juncture a vote would have been superfluous, but one is scheduled for the next meeting on April 20.   A lot can happen before then.  I do not see how Dr. Ramsey’s presidency can survive, with or without an actual vote.

Excellent accounts of the meeting have been reported by Andrew Wolfson of the Courier-Journal, Chris Otts of WDRB, Joe Sonka of Insider Louisville, Baylee Pulliam of Business First, and a team of reporters from the Louisville Cardinal.  Because a number of post-meeting interviews were going on simultaneously, each of the above had a little something extra to add.  I will not try to compete with their good work.  I have however been following this emerging story for some time, have a long and intimate association with the University, and wish to lend a few additional insights into what is happening.  At the end of this article, I placed an audio recording of the Trustee meeting beginning a few seconds after they returned from executive session. I plan add as much of the interviews that followed the formal meeting as I was able to capture.  I also post materials that were handed out by the University and a Trustee.  These materials may allow individuals who were not present to make their own judgments about who conducted themselves in a respectful and professional way, and who did not.

As expected, immediately after convening, the Board went into executive session to discuss pending litigation, including the whistleblower suit brought the day before by a senior University compliance and conflict-of-interest officer which, among other things, accuses President Ramsey of official misconduct in the first degree.  Other litigation was discussed including the lawsuit brought last summer by the Justice Resource Center over the racial minority makeup of the Board itself which is said to be nearing a settlement. [More on that in another article. See most recent offering.] President Ramsey was conspicuously absent for the first hour and 20 minutes of this closed session, perhaps because he was individually the central focus he newest lawsuit.  We subsequently learned from trustee Robert Hughes that while they were in executive session, the Board also discussed “division amongst the trustees.”  I believe that all concerned, including President Ramsey, knew that something other than the usual tightly orchestrated and predictable Board meeting was about to happen – and it certainly did!

It started gently enough.
Immediately upon coming out of executive session, Trustee Jody Prather announced that in good conscience, he could no longer support the leadership of President Ramsey and he moved for a general vote of no-confidence which was seconded.  The words were barely out of his mouth when a tag-team of trustees led by long-time Ramsey allies Marie Abrams, Robert Benson and others who moved just as quickly to declare the motion out of order because it was not listed on the published agenda.  Those moving to quash the vote found support in University Counsel Leslie Strohm who is being described by others as President Ramsey’s attorney.  It was claimed that if the session had been a regular meeting of the Board, that the motion would have been permissible.  However, because Tuesday’s meeting was a “special” meeting of the Board, it was claimed that only items that had been advertised beforehand on a formal agenda could be be discussed or acted upon.  I believe that if those wishing to prevent a vote had stuck solely to their own motion, they might have succeeded in shutting down the meeting out of hand.  However, the opposing Trustees Benson, Hughes, and others began to expand the discussion by criticizing the motives of those Trustees seeking to fulfill their statutory responsibilities, accusing them of using “gotcha” maneuvers to “attack” President Ramsey, categorizing the Board as “fractured,” stating an intention to ask Governor Bevin to request the resignation of the entire Board, and so forth.  With the cat of general discussion already out of the bag, further arguments from those in favor of a vote of no confidence were allowed to speak, and for the next 20 minutes they did just that.

Although it may not have appeared so at first blush, I believe that the concerned Trustees made their case to their most important audience – the public.  It was mission “mostly accomplished.”  In my opinion the Trustees seeking the vote proved their case and the Ramsey loyalists actually helped them!

Downhill from there.
We have for many months been hearing claims that that prior attempts to discuss important matters before the Board or to ask questions have been systematically discouraged or frankly suppressed, including by the use of procedural maneuvers such as were on obvious display Tuesday.  I urge you to listen to the session in its entirety and decide for yourself which side of the discussion was carried on in a reasoned and professional way, and which side – in my option and probably yours – got downright nasty.  The claims of the concerned Trustees are on the face of them, self-proving and eminently believable.  Trustee Hughes accused Dr. Bingham of “not caring about UofL, a school that she did not attend, and to which she would not send her children.” He and another Trustee accused Trustees Prather and Greenberg of wanting to force Ramsey out in order to put a relative in that position.  Rude if not nasty personal attacks indeed.  Listen to these and the professional responses yourself on the television news websites, or in the audio here. The Board Chair called them ridiculous claims.  Donald Trump who was behaving that way across town at the same time might have been proud, but I was not.   I was both embarrassed and ashamed.  Frankly Dr. Hughes, I respectfully believe it is you who should resign from your positions on both the UofL and UofL Foundation Boards.  If President Ramsey is judged to have led the University down the wrong path, then in my opinion, you share the blame equally as his defender and strongest ally.  The two of you have largely set the standard of administrative practice that guides the rest of the University by example and which in my opinion has led to so much damage to the school.

Ironically, the Board brought the matter of limiting its ability to discuss or act on important or timely matters upon itself.  Over the past year, the Board decided to reduce its regular schedule of monthly meetings to  quarterly and to have special meetings in-between as needed. [Whose idea was that?  What a great way to sideline a Board! Somebody obviously knew what the consequences of that change would be.]  Thus, for the majority of their meetings, the Board hamstrung itself.  Surely there is enough work to do, enough oversight needed, enough shared governance to require meeting more often than every three months.  I will leave it to others to review what transpired in past “special” meetings to see if items were discussed or acted upon that were not in the published agenda.  If so, how much might need to be redone in a more “lawful” manner?   I’ll make my standard Martini bet that no one brought up the issue up before until today! Any takers?

Respected figures quite concerned.
Some additional information came out in the discussion detaining how President Ramsey notified the Board (and many others simultaneously) about his decision to withdraw our basketball team from tournament and post-season play.  Trustee Hayes related that one and a half hour beforehand, he received an email telling him to “call this number.” The decision was announced with no opportunity to ask questions.  “This was “not shared governance at its best.” Trustee Hayes stated his view (which was representative of the positions of others) that “this is not a coordinating Board … not an advisory Board – this is a governing Board. Our sole purpose is not to hire a president.” Our duty is to the institution. Continuing, “I see people here who could bring expertise … but a lack of respect for our ability as a governing board.   I do have a crisis of confidence in the leadership of shared governance.” Hayes regretted not having stepped forward earlier.  The following his comments, most recent appointed Trustee, William Summers continued: “I have been here the least amount of time.  Every time there is an attempt to discuss how the Board might feel about decisions being made, there is a total filibuster [and] that that discussion never takes place.”  Trustee Emily Bingham then read a prepared statement that has been published in full in the Courier-Journal.

Is the pot calling the kettle black?
Trustee Hughes continued with an exposition on the nature of power.  He  opined that when “someone mentions power – they are concerned about having some themselves …. but when the get it … they don’t know what to do with it.. don’t know how to manage it except for personal gain.” I personally felt that this was the low point of the session, and I again suggest that Trustee Hughes step down.  I am embarrassed for him.  I think you get the idea of how things went.  To wrap things up, Attorney Strohm read from a non-identified Kentucky statute that I think related to open meetings that was specific about disallowing any discussion of action in special meetings that is not on a published agenda.   The Board meeting was adjourned.  The motion for a vote of no confidence will be on the agenda for the next regular meeting on April 20.

Although the meeting was officially over, discussion by both sides took place in the same vein out in the Rotunda of Grawemeyer Hall for another 25 minutes or so. I will prepare the audio of what I heard.  Let me say again that the claims that meaningful discussion of important matters has been routinely squelched at Board meetings, and that Board members have not been given sufficient, timely, or even the accurate information they need to fulfill their statutory responsibility are eminently believable to me.  Examples were on full display that day..

What if the vote had been taken?
I do not believe Dr. Prather would have made his motion if he had not counted heads.  Even the Board Chairperson said he would have voted for the motion himself, and thought the vote of no confidence would have passed. Because, “for me personally, I look at data points which are unemotional … events, culture, leadership, behavior.  I listen to reasonable people in the community – stakeholders with a strong interest in this University, and there appears to be an overruling outcry of need for change in leadership.” Amen!

Aside from the three Trustees who represent faculty, staff, and students who have expressed no opinion publically of which I am aware, and for Trustee Rounsavall who resigned just after the meeting so that the Governor can replace him, I count 9 Trustees who would probably have voted for the motion and only 6 who have spoken against.  I cannot believe that all three of the representative Trustees would have voted in favor of President Ramsey, but after all, they have to work or graduate in an intimidating place.  I trust they will vote their conscience and represent their constituencies fairly. As a current member of the Executive Faculty, I know how I want my faculty representative to vote!   Of course It is possible that by April 20, there may be two brand new or perhaps reappointed former trustees.  If they cast votes on this matter without having served over the past year or so, I might suspect a political motivation!  The time for a dignified transition may have been squandered. The need for a change remains even more apparent.

Peter Hasselbacher, MD
Emeritus Professor of Medicine, UofL
March 3, 2016

Here is the packet of materials handed out at the Board meeting.  Only the agenda page was put on-line for the public.  In the past, it seems to me that all the supporting materials were placed there also. I note as I write this that the published agenda allowed for “Appropriate action” following the Executive session.  If indeed the lawsuit against President Ramsey, or “divisiveness within the Board were discussed during the Executive Session, that the proposal of a vote of no confidence may have been quite appropriate indeed!  There is some other very interesting stuff in this packet.

I also present here, materials handed out by Trustee Campbell that should be of interest to the community.  They suggest that all is not as rosy academically or financially as is claimed by the Office of the President.  I suggest again that it is time that a full independent and external financial audit of the UofL Foundation was conducted! I do not believe the planned structural audit is sufficient given the financial issues of the last few years which seem to be ongoing.

I have not placed audio media on this site before.  It appears that it will stream.  Let me know how this works.  I can also try to embed the audio along with images via YouTube. In that way I can try to identify the speakers for you.  I begin this recording a few seconds into the statement by Trustee Prather. [I was not quick enough!]:
UofL Board of Trustees 3/1/16, March 1, 2016.

As always, let me know if any of the links go bad, or if I have made any substantive errors of attribution or fact.