The Dysfunctionality of the Boards Manifests Itself (an email from Fr. Glynn)

-----Original Message-----
Sent: Sat, Aug 8, 2009 1:25 pm
Subject: Trustees Special August 5, 2009 meeting

Gerry,

Approximately 9:45 a.m. yesterday morning, Friday, August 7,  2009,   in the sacristy of Our Lady of the Snows Church in Clarks Summit, PA., while I was preparing for my brother Jim’s funeral Mass,  another Jesuit surprised me by saying that the President of Wheeling Jesuit University had been fired.  I replied that it was not true but that an effort to do so by the Board of Directors on Wednesday had failed.  He said it was the Trustees that fired him.  I said that  I am on both the Board of  Directors and the Board of Trustees and did not know this  and then asked the Jesuit where did he hear this and when did this supposedly happen.  He said the Trustees did it yesterday (Thursday) and that it was in the Wheeling daily newspaper.

Since I had not read any of my email since early Wednesday afternoon when I went up to my brother John’s home in Factoryville, PA., for my brother Jim’s wake and funeral Mass, I presumed that you had called another special  meeting of the Trustees on Thursday and acted then.

I was surprised again and was more than disappointed when I returned to Baltimore late yesterday afternoon, Friday, August 7, and read that the Trustees did this on August 5th , Wednesday.

When the special meeting of the Directors concluded around 12:30 p.m. on Wednesday, I called your name out a few times because I wanted to be certain that the Trustees special meeting scheduled for 1:45 p.m. that afternoon would not be meeting and wished to ask you that.  You apparently immediately got off the conference call. Tom Gleeson was still there and he said what I too was presuming ,i.e., we have no reason to meet  because the special meeting of the Trustees  was called to act in case  the Directors had taken an action and it was consequently necessary for the Trustees to act. Since the Directors did not act, there was no reason for the special meeting of the Trustees. So I left for Scranton early.

In your August 3rd email to the Trustees in which you provided Trustees the numbers to call for participation in the August 5th special Trustees meeting,  you once again provided the purpose of the special meeting by forwarding your July 25, 2009, email to the Trustees, i.e.,:

Should the WJU Board of Directors take any action regarding the WJU president during its August 5 meeting, we, the trustees (not including the president), may have to take some action as well.

I am therefore calling a special meeting of the WJU Board of Trustees by conference call at 1:45 PM EDT on August 5.  The only agenda item will be to discuss any action(s) taken by the Board of Directors at its August 5 meeting, and to take whatever action the Board of Trustees needs to as a result of action(s) taken by the Board of Directors.

Thus not only once but twice you clearly stated to the Trustees what the only agenda item would be:  “The only agenda item will be to discuss any action(s) taken by the Board of Directors at its August 5 meeting, and to take whatever action the Board of Trustees needs to as a result of action(s) taken by the Board of Directors.” 

Since the Directors failed to have sufficient votes  to remove the president, the Directors did not take an action.  Thus there was no need to act by the Trustees.

The Bylaws of Wheeling Jesuit University, Inc., states:  “Business transacted at any special meeting of the Board of Trustees shall be limited to the purpose or purposes stated in the notice of the meeting, provided, however that if the majority of the entire Board of Trustees agree, other matters may be taken up by a unanimous consent of those present”  (II, 4). Consequently in taking action I think you were really on very shaky ground, especially since there were only three trustees  present for20the meeting.  (With only five members on the Board of Trustees we are at the Bylaw allowable minimal number of trustees [II, 1]).  With the President not participating and my being on the road to Scranton, there were only three possible members present for making the decision to remove the president.  Three is a remarkably small number to make the decision to remove the president, especially since this was not the stated purpose of the special meeting of the Trustees

The very shaky ground you are standing on becomes even shakier by reason of the limits of power that the Bylaws place on the Board of Trustees: “Any Trustee, other than the President, may be removed from office by a two-thirds vote of the Board of Trustees with or without cause” (II, 5).

I have a few question s and comments now.

Who put together the mealy-mouthed statement that the WJU  press release attributes to the faceless and nameless “Trustees,” i.e.,  “He leaves the University to continue pursuit of  his  ministry, which has focused on spirituality, faith, personal development and international outreach.”? This statement that has appeared in newspapers in and outside of West Virginia is minimally misleading and deceitful.   Most probably it has been g reeted with loud mocking guffaws.

Who appointed the acting president?  No press release states who made the appointment.  As a Director and a Trustees, I have received  no request  for approval of the appointment.  In fact, as a Director and a Trustee,  I  have received no communication about these matters from the Chair of the Board of  Directors and the Chair of the Board of Trustees.

Obviously there is no reason to keep Directors and Trustees informed!  No effort was previously made by the Chairs of the Directors and  Trustees to keep  Directors and Trustees informed of resolutions that the Chairs were intending to bring up although efforts obviously were made by both Chairs in their communications with Board members to never state directly  the real intentions of their calling of special meetings of the Directors and Trustees (At the special meeting of the Board of Directors called for the purpose of  considering  the not yet completed evaluation of the president the resolution to remove the president was introduced and obviously had been prepared before but was not listed as an agenda item.).

It is more than quite  humorous that  apparently the public  spokespersons for the University in these matters is now not the Chair of the Board of Directors nor  the Chair of the Board of Trustees,  but the Bishop and the University legal counsel, neither=2 0of whom are members of Board of Directors and the Board of  Trustees. Yippee!

The dysfuntionality of the governing Boards of Wheeling Jesuit University now is publicly manifesting itself.

Ed Glynn