The thousands of students and faculty members who gathered on the University’s Lawn on June 18 while the Board of Visitors convened a marathon meeting that would last for almost 12 hours were not the only ones whose attention was trained on the Rotunda.

That night was the midpoint of a drama that gripped the higher education world. The questions University of Virginia officials grappled with during those 17 days put UVA at the heart of a nationwide discussion about whether traditional university governance structures are adequate to deal with new challenges, whether boards need to be more involved in decision making, and how much say other campus stakeholders should have in major decisions.

“Public universities will have to find management that can strike the balance between providing an affordable education to its constituents, redefining the public understanding of affordability and access to allow for tuition revenue generation, establishing strong working relationships and clear communication with faculty and staff, and shifting the paradigm of the public education governance and operating model,” wrote Moody’s Investors Service in a report on the state of the higher education industry, released in late July, that predicted increased tension among boards, faculty members and administrators at institutions like UVA.

Changes in board composition and the perspectives of board members are partly responsible for driving conflicts like the one that took place at UVA. Board members these days enter the job with a more businesslike approach to evaluating universities, have more political pressure on them than in the past and are starting to get involved in areas of the institution, such as academics, in which they previously deferred to other campus stakeholders. “Boards are recognizing that the stakes of higher education have risen,” says Rick Legon, president of the Association of Governing Boards of Universities and Colleges, in an interview with Inside Higher Ed. “The challenges are more difficult, the public trust is more uncertain, and, as a bridge between the institution and the public, they’re now responsible for an increased level of accountability.”

Many in higher education view June’s debate as a catalyst for a national dialogue about these issues. The steps that Virginia takes in the wake of the controversy—new appointments to the Board; changes to the Board’s structure; or changes in the roles of the Board, the president and faculty in upcoming decisions—will likely inspire other institutions to rethink their own governance.

An Evolving Responsibility

UVA’s Board is not a body most students interact with while at the University, so it surprised many that a low-profile group could have such an impact on the institution. But the Board serves a much larger role than most people understand. It is legally responsible for everything on Grounds and for ensuring the University’s success. It is the University’s most direct connection with the democratic process, since the governor appoints Board members. The Board also sets policy and approves new degree programs and faculty tenure, giving it significant influence on academics.

"It's always about selecting the best and the brightest people who are unquestionably committed to the University." Gov. Robert F. McDonnell

While the Board’s size has varied over the years, it currently consists of 17 members, all appointed to four-year terms, with visitors eligible for two terms. Appointments are staggered, so the governor typically makes four appointments a year. There is also a nonvoting student representative on the Board.

“We look for connections, loyalty, passion, commitment to the universities,” says Virginia Gov. Robert F. McDonnell, in explaining what he considers in appointments. “We try to have it be a diverse group of people with broad experiences inside and outside academia, business and other disciplines. We try to also make sure there is some geographic mix in the representation and the University of Virginia Board statute requires a certain percentage of alumni, people from in state and out of state, and so I follow that.”

Kent John Chabotar, president at Guilford College in North Carolina, regularly speaks to groups of new trustees and presidents at professional association meetings. He says board members have traditionally viewed their responsibilities as hiring and firing presidents, setting goals for and evaluating that president and raising money. At public institutions, securing state funding was also a major responsibility.

That attitude has fostered a shared governance system, where the board devolves responsibility for other matters to the faculty. While boards have ultimate responsibility for approving programs, they traditionally defer to academics on curricular and research questions.

But board members are starting to view many of those matters on which they traditionally deferred to be central to attracting students and tuition dollars and ensuring institutional success. Should board members set policy on the role of technology in the institution, or should it be left to individual faculty members to determine how they will deploy such tools? With tuition being the University’s single largest source of revenue, and curriculum playing a large role in attracting students, should it be left to faculty members to determine what courses will be offered?

Some groups want board members to become involved in such matters. Chief among those is the American Council of Trustees and Alumni, which advocates for board members to ensure a rigorous academic program, contain costs and hold all university employees accountable. Council officials argue that if board members don’t push such changes, nobody will. “At the end of the day, trustees are legally responsible for bringing a larger picture and a larger perspective to bear,” says Anne D. Neal, president of the Council.

Rector Helen Dragas’ statements during the controversy reflected a belief that the Board should play a larger role in certain discussions. “While the broader UVA community—our students, faculty, alumni and donors, among others—have varied and important interactions and touch-points with our University leadership, the Board is the one entity that has a unique vantage point that enables us to oversee the big picture of those interactions,” she says.

New Faces on the Board

With higher education becoming a prominent political issue, public pressure is also influencing the discussions boards have and how members view challenges. The decisions that boards make about access, degree completion and tuition prices have local, state and national consequences. The appointment of board members is a way politicians can effect change on these issues.

McDonnell says he does not consider politics in his appointments. “It’s always about selecting the best and the brightest people who are unquestionably committed to the University,” he says. He added that governors sometimes must fill specific needs through appointments, noting that in late June when he made his most recent round of appointments, for example, there was a need to have an academic medical officer on the Board to deal with changes in the health care world.

During the controversy in June, attention focused on the fact that much of the Board came from the business world. While UVA’s Board has a larger number of individuals with business backgrounds than the average institution, businessmen and -women have made up the majority of public university board members for quite some time. A 2010 survey by the Association of Governing Boards found that about half of all public university trustees either worked in or retired from the business world. About a quarter of board members came from service professions such as medicine or law, 16 percent from education, 2 percent from agriculture and 9 percent from other professions.

Richard P. Chait, a Harvard professor who studies university governance, attributes the shift in attitudes among board members to changes in the culture of the business world rather than to any change in board composition or structure.

“When you come from a world, as many trustees do, where one day banks were imperiled, mortgage companies were bankrupted, where Best Buy can be a winner one day and wake up the next and be obsolete,” he says in an Inside Higher Ed interview, “and then you hear this message, fomented by some people inside the academy like Clay Christensen [author of The Innovative University], who have a view that this is an unprecedented time that requires exceptional action, that’s a message that makes sense in that world.”

Chabotar says board members in his seminars express different attitudes than in the past. “They’re thinking, ‘If I’m ultimately responsible, along with my colleagues, I can’t just leave it to the president to do all the thinking,’” he says in Inside Higher Ed.

UVA President Teresa Sullivan says other forces might also push university boards to get more involved. The Freeh Report at Pennsylvania State University, which detailed that university’s handling of allegations of sexual abuse by former assistant football coach Jerry Sandusky, was highly critical of the board’s inaction. “This may encourage boards to be more active, but it is also possible for boards to be too active,” she says. “As in so many things, the goal is the golden mean.”

Board members who get involved in new areas tend to run into campus groups who argue that board members do not have the expertise to effectively set policy in many of the areas they explore.

There are also policies in place that make it hard for boards to act unilaterally. Tenure affords some faculty members significant job protections, and this means tenured faculty members rarely have to accept policies with which they disagree. In June’s controversy, faculty said they felt like they were not being consulted in a decision in which they would traditionally have a voice.

While Dragas and others stress the primacy of the Board, Sullivan, whose background is in teaching and research, says she values deliberative decision making and faculty input. “University boards need to respect, and fully utilize, the deep experience and expertise in the administration and faculty,” she says. “We have experts in every discipline, and we have people who have spent their lives in higher education and have broad and deep experience in how a great research university actually works.”

Reorganizing Seats

Following the turmoil of June, many in the University community questioned whether the structure and appointment process for the Board should be altered.

Dan Grogan
In research papers and columns, faculty members and administrators at various universities, including the chancellor of the University of California, Berkeley, have argued that when a larger portion of university funding came from the state it made sense to give lawmakers control over the board. But as funding shifts to other revenue sources, including tuition, research funding, clinical payments and private donations, these critics argue that the composition should change to reflect that.

The University of Vermont’s board, where current members, rather than politicians, select some new board members, wants to go even further down that line. In late June, a group convened by the governor recommended decreasing state representation on the board, saying public representation on the board hinders the university’s “ability to raise its profile within the state and nationally, raise needed dollars and recruit future trustees and supporters.” Members of that committee say political appointees often are not well equipped or interested in dealing with the issues confronting boards, such as finding new sources of revenue, cutting costs and creating new partnerships.

In the wake of June’s controversy, there has been a consistent call to increase representation from campus groups. In June, when the faculty called for Dragas’ and former Vice Rector Mark Kington’s resignations, they began to lobby for a faculty-elected position on the Board.

Appointing a faculty member to a board is uncommon and can be controversial. A handful of institutions reserve board seats for faculty representatives. But many experts on good governance say a faculty member on the board presents too many conflicts of interest for such a board member to act effectively.

Legon says changes in higher education financing opened up room for a conversation about changing board structure. “It’s a conversation to consider, whether it would benefit public universities to have some number of members of these boards appointed outside the traditional selection process,” Legon says.

Any change to the appointment process would require a change to state law, and because McDonnell says he does not think the appointment process should be changed, it is unlikely that such a change will happen. “I think for generations governors have carefully weighed the appointments that are needed for universities, and by and large, the system has worked,” McDonnell says.

McDonnell did make a shift in the Board when he appointed new members at the end of June. In addition to appointing five new members, including two academics, he appointed two nonvoting senior advisers with extensive UVA experience—Leonard Sandridge, former executive vice president and chief operating officer, and William Goodwin, former Board member—to assist the Board. “I thought that the appointment of these two incredibly well-respected and wise individuals would provide tremendous counsel to the Board and the administration as the University grows and moves forward,” he says.

Others say good governance is less about the Board’s structure than about institutional culture and the selection of good board members. At the height of the controversy, former Gov. James S. Gilmore wrote in a column in the Daily Progress that politicians and others should shore up the Board’s position, because an interested but independent Board has been shown to be the best form of institutional governance. He expressed concern that too much authority would be ceded to other stakeholders. “It is vitally important that this crisis not lead to a misunderstanding as to who is in charge,” he says.

Gilmore’s belief in the Board’s primacy, however, understates the role that many other groups played in June’s events. Board members made the decisions to remove and reinstate Sullivan, but faculty, students and alumni, even without seats on the Board, influenced the outcome.

Those groups, as well as state and national lawmakers, will undoubtedly play a role in shaping future Board decisions. Sullivan stresses the need for an open dialogue about the challenges facing the institution, and faculty leaders say the June controversy made them better organized and more engaged in University affairs than they were previously.

If the Board can successfully tackle the myriad challenges facing the institution, many of which came to light during the June controversy, while maintaining a role for all University stakeholders, it could attract the attention of the higher education world for more positive reasons.

Kevin Kiley is a writer for Inside Higher Ed, specializing in coverage of management and finance.