Sunday, October 23, 2005

Memo from Dean Dobranski on Recent Board of Governors' Resolution

DATE: 10/22/2005

As most of you know, controversy has surrounded the decision of the Board of Governors to adopt term limits at its September 28 meeting, and the effect this decision had on Professor Charlie Rice’s continuation on the Board. Most of the information circulated about that decision - both before and after it was made - was inaccurate, misleading, and distorted, and I now write to the alumni and alumnae to correct the impressions created by these distortions and to clarify what actually did and did not happen at the September 28 meeting. To be blunt, there was an intentional, deliberate, and organized campaign to undermine the Board of Governors and the leadership of the law school.
Our Board includes some of the most significant leaders of the legal profession and the Church whose commitment to the law school’s mission and its excellence has been unswerving. Without their dedication and leadership, for example, we would not have the highest tuition discount rate (i.e. scholarships and grants) among American law schools, as well as the many other endeavors which have contributed to our extraordinary and unprecedented success in our first five years.
Let me explain what did and did not happen at both the Nominating Committee discussion which preceded the September Board meeting, and at the September Board meeting itself. Normally, discussions in a board and its committees are private and not made public. However, because of the distortions, I have decided that I should address this issue with you directly. Contrary to the impression many have, the Nominating Committee did, in fact, recommend, without any negative votes, the reappointment of all Board members whose term expired on June 30, 2005, including Professor Rice. During this discussion, however, one member of the committee argued that the law school had reached a point in its development that limits on board terms should now be adopted and, after lengthy discussion and debate, indicated that he would prepare a substitute resolution to that effect for the Board to adopt at the September 28 meeting. During the Nominating Committee discussions (and at the subsequent Board discussion, as well), he provided a detailed explanation and analysis, based on his extensive experience on both corporate and academic boards, why he believed this is a desirable governance feature. In essence, such change would provide an infusion of new talent and ideas into the Board on a regular basis, and the rotation proposed would provide for a orderly transition which would enable the Board to retain the benefit of the experience and wisdom of the remaining members yet to be rotated off the Board. The one indispensable requirement for Board members, both new and old, would be a firm commitment to the law school’s mission. He also pointed out that term limits, or term fulfillment as it is sometimes called, is the increasingly common practice for both profit and not-for-profit boards. Finally, it was argued that this was the appropriate time for the law school to adopt such a procedure because for the first time in its short history, it had members who had completed two full three year terms.
This resolution was presented to the Board for its consideration and approved at the September 28 meeting and, after over four hours of discussion and debate, a modified version of it was adopted by a vote of 12 – 2. Professor Rice, although repeatedly invited by Board members to participate in the discussion of the merits of the proposal, chose not to do so, although he did return to the meeting to speak against and cast his vote against it. (The other dissenting vote was cast by Judge Ryan). Professor Rice also asserted that the purpose of the term limits proposal was to prevent his reappointment to the Board. They were not proposed as a subterfuge, however, and every board member in the discussion rejected the suggestion that they were. Nevertheless, some supporters of the school, not present at the meeting, seem to share that view. As indicated above, however, term limits were not adopted for that reason. Rather, the proposal was discussed, debated and approved solely on its merits. I say this with certainty. Not only was I was present throughout the Nominating Committee and Board discussions, but I also voted in the Nominating Committee to recommend the reappointment of Professor Rice and was initially opposed to the term limits idea (although I was ultimately persuaded of its merit).
In trying to understand what did, in fact, happen, a number of points should be kept in mind. The first is that Professor Rice was not the only board member whose term had expired but who wished to continue on it. Two of the other three whose second term had expired, including the one who proposed the term limits idea, would have liked to remain on the Board, but they also believed that the worth of the idea for the long term health and viability of the law school outweighed their personal desire to continue serving. Moreover, the twelve who voted for the proposal are some of the most distinguished Catholic men and women in the country, known for their commitment to the Church and for their outstanding public service. To refresh your recollection, our Board membership consists of the following individuals:

Professor Helen Álvare ...... .... .... ...Professor Gerard Bradley
Professor of Law, Catholic University . ... Professor of Law, University of Notre Dame

The Honorable James Buckley ...... .... . ..... The Honorable William Clark
U.S. Court of Appeals for District of Columbia ... Chief Exec. Officer, Clark Company

Dean Bernard Dobranski .... ..... His Eminence Edward Cardinal Egan
President and Founding Dean ... ... ..... Archbishop of New York

Fr. Joseph Fessio ..... ... .... ..... Professor Robert George
Publisher, Ignatius Press .. ..... McCormick Professor of Jurisprudence, Princeton University
Provost, Ave Maria University

William F. Harrington ..... ... .... .... ..... Congressman Henry Hyde
Chairman of Bleakley, Platt & Schmidt . .. ..... U.S. House of Representatives

His Eminence Adam Cardinal Maida ... ..... Mr. Thomas Monaghan
Archbishop of Detroit .. ....... ..... ... ..... Chairman of the Board, Ave Maria Foundation

Ms. Kate O’Beirne ..... ... ..... ....... ........ Professor Charles Rice
Washington Editor, The National Review .. .. ... Professor Emeritus, University of Notre Dame

The Honorable James Ryan .. .... ..... ..... Fr. Michael Scanlan
U.S. Court of Appeals, sixth Circuit .. ... Chancellor, Franciscan University

All but two participated in the September 28 meeting. These are men and women recognized and applauded for their personal integrity, honesty, independence, and strength of character, and who regularly make decisions based on the best interests of the institutions with which they are involved. One, of course, participated in the Conclave which elected Pope Benedict XVI. A final point about the Board decision: To believe that it was a subterfuge to rid the Board of Professor Rice, you must believe that every Board member present during the discussion - but one - was prepared to vote himself or herself off the Board within two years to accomplish that end. To even articulate the idea reveals its absurdity.
I am aware that underlying much of the controversy surrounding this issue is occasioned by the possibility of the law school’s relocation to Naples, Florida. Although the Board in September 2003 put that issue aside because it believed that it was premature at the time, the issue remains open and will be revisited by the Board. I can assure you, however, that when the Board revisits the issue, it will do so only after a full and thorough consideration of all relevant factors, those that are unfavorable as well as those favorable. For the Board to even reconsider the issue, it must, at a minimum, update the earlier feasibility study and obtain input from the various constituencies. The ABA must also be consulted and its acquiescence obtained for any major change in the law school program or structure that falls within its Standards and Rules. You can be assured that when the Board reopens the relocation idea, it will do so in the thorough and thoughtful manner described above, and will make a decision based only on what is in the best interests of the law school.
As you know, the law school’s motto is “Fides et Ratio,” combining faith and reason in the study of law. Another Latin phrase, “Veritatem in Caritate”, has developed into a secondary motto. It means that in our studies and in our practice, we seek or pursue truth with charity and love. In recent weeks, we have seen gross distortions of truth and a fundamental lack of charity.
I apologize for the length of this letter, but it was necessary to give you better picture of the events that have unfolded in recent weeks. If any of you would like to discuss this further, please feel free to call me at (734) xxx-xxxx.
We keep you – our alumni and alumnae sons and daughters – in our prayers always, and ask that you keep the law school in yours.

Bernard Dobranski
Dean and President


At 9:48 PM, Blogger Torgo said...

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At 9:44 AM, Blogger quick_bear said...

"To believe that it was a subterfuge to rid the Board of Professor Rice, you must believe that every Board member present during the discussion - but one - was prepared to vote himself or herself off the Board within two years to accomplish that end. To even articulate the idea reveals its absurdity."

Would it be absurd to do so if it was believed to be a fiscal necessity?

At 1:51 PM, Blogger Chris from St. Mary's said...

So we can assume that the other two people whose terms have ended are now off the board also.


At 6:00 PM, Blogger mSCIENCE said...

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At 8:05 PM, Blogger AgensIntellectus said...

Once again the stragedy of the college begins to manifest itself.

When a stakeholder raises rational objections to the unilateral and irrational decisions of the BOG led by TSM, the finger is pointed and accusations of lack of charity and malicious intent are asserted.
Do they know the meaning of "clean hands"?

Anyone whose ultimate defense utlimately will be that "no legally binding promises have been made" shouldn't throw around phrases like "veritatem in caritate"; its unseemly and obviously manipulative.

If they want to move the law school by brute force and money, so be it. But to try to do so under cloak of charity and "sweet reason"--What gall.

At 12:21 AM, Blogger oopsadaisy said...

Does this mean that Mr. Monaghan is subject to the same term limits? hasn't he been on the board as long as prof. Rice? If Monaghan is subject to the term limits, great, if not I think that shows that this underhanded in some way. And there were no parking problems either.

At 10:21 PM, Blogger ObjectiveObserver said...

Perhaps using the 22nd Amendment to the US Constitution as precedent would have provided a useful transition rule. This Amendment was adopted in 1951, when Truman was president. The 22nd Amendment was being pushed by the GOP, who deeply disliked Truman. Nevertheless, the 22nd Amendment, by its own terms, would not have applied to Truman, but rather whatever President first came after Truman. This way, the backers of the 22nd Amendment avoided the perception of the Amendment being a vendetta against Truman, or against the Democrats generally.

Had the current-members of the AMSOL Board been grandfathered, the term-limits proposal that the Dean refers to could have achieved the salutary effects he refers to, but without the perception that this was aimed at Professor Rice. Or, alternatively, the resolution could have provided that, all current serving members of the Board (including Rice) could be elected to two more terms, but that would be it (and all future members would only get two terms).

I suppose it's too late now to give Rice two more terms? Or at least one more term?

Oppsadaisy: It's my understanding that Mr. Monaghan, as chairman, and the Dean, are both ex-officio members of the Board and are not term-limited.


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