LOUIS BISSETTE: How to build a perfect UNC Board of Governors
Posted February 12, 2020 5:00 a.m. EST
EDITOR'S NOTE: Louis Bissette is a lawyer in Asheville and a former Chair of the University of North Carolina Board of Governors. He has also served as mayor of Asheville and a member of the Wake Forest University Board of Trustees. This column was written for HIgher Ed Works and is a part of a series on UNC governance.
I am very proud of the UNC system. Our 17 institutions constitute the finest public university system in the nation. I have been fortunate to serve a combined 17 years, first on the Board of Western Carolina University and then on the UNC system board.
Lately, we have seen a lot of headlines about how our universities are led, with a focus on the board. Whether you think things are going well or going badly, we can all agree that our leadership quality helps dictate our university quality.
Simply put, we need the best governing boards possible. But I don’t think many of us have thought about what that looks like. You can’t get somewhere if you don’t know where you’re going.
So, what would a perfect board look like? I don’t have all the answers, but I believe it would focus on three things: diversity, independence, and trust.
First, a perfect board is one that looks like North Carolina. This is a diverse state, but we don’t have a diverse board. Of the board’s 24 voting members, only two live west of the Charlotte area, only three are persons of color, and only five are women.
A governing board should reflect the interests of the people it represents. Geographically and demographically, it should look like our student body and the people of our state. That’s how we make sure all voices are heard and our policies are broadly supported and sustainable.
A perfect board would have more professional diversity. Speaking as a lawyer, a board only needs a few of us. It also needs educators. It needs CEOs and CFOs. It needs respected civic leaders and credentialed policy wonks.
Some corporate boards have experience targets that they use informally to build the right diversity of skills. That’s not a bad idea for a public board as well.
The biggest gap, however, between a board that looks like our state and the current board, is political. When I first started serving, Democrats and Republicans were just about equally represented. It functioned effectively. But today, the board has no Democrats. That is simply not representative of our state and of the citizens we serve.
Second, a perfect board of governors is one that is independent, or as close to independent as a public body can be. Our universities should be held accountable, but governing boards do not exist to serve as oversight committees for the legislature.
The UNC system’s board owes its fiduciary duty to the system. Its duty of loyalty is to the institution it represents, not the institution that appoints its members, the General Assembly.
Who appoints those members is also important. A perfect board would have its appointment power spread out as much as possible. In the past, the executive branch of our state government had a hand in appointing board of trustees members, and most folks agree it was a healthy way to be sure differing views were heard. No single entity should have total control over boards as important as these.
In addition, each member of the board of governors must be as independent as possible. They must be able to tell the General Assembly “no” when the university’s interests don’t totally align with the legislature’s.
That means board members’ careers and professional interests shouldn’t be financially reliant on the General Assembly. If you are a lobbyist, or your business relies on state contracts, you’re probably not the best person for the board.
No board can be fully independent. After all, the popularly elected General Assembly rightly controls the university system’s purse strings. But a perfect board should strive for as much independence as possible.
Third, a perfect board is focused on trust. The processes of the board are pretty impressive on paper. Its committee structure delegates tasks, empowers professional staff and the President, and creates a deliberative, data-driven process for making decisions. Problems arise when a board loses trust in the process.
A perfect board trusts its processes and supports its president and institutional leaders. The people who have to implement the board’s policies need to buy into the process. When a board trusts its process, it allows the university community to trust the process as well and work closely with its governing board.
No board will ever be perfect. But the board of governors matters because the UNC system matters. Increasing the board’s diversity, independence, and trust can go a long way towards keeping the system the incredible asset for North Carolina that it must be.
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