Just weeks after raising tuition by an average of 4.2%, the Wayne State University Board of Governors held a secret meeting over the phone in July to give President M. Roy Wilson a $25,000 bonus – an apparent violation of the Michigan Constitution and Open Meetings Act.
Wilson, who was hired in 2013, will see his base salary of $497,000 rise to $522,000 at a time when two top rating agencies downgraded the university’s outlook to “negative” because of declining cash reserves and enrollment.
The elected Board of Governors, which is accountable to taxpayers, held several other secret meetings in which they cast votes that have never been made public.
Legal experts said the Board of Governors has a legal obligation to vote during meetings that are posted and open to the public, especially when money and salaries are involved.
“It’s both outrageous and disturbing that they are voting behind closed doors,” attorney Herschel Fink, a First Amendment and media law expert, told me. “This is just below and beyond. I do believe voting in private violates the Michigan constitutional provision about openness. The secrecy part of it stinks. Stand up and tell the public what you are doing and defend it. It’s so counter to openness.”
Fink filed a lawsuit on behalf of the Detroit Free Press in 2014, claiming the University of Michigan’s Board of Regents routinely violates the Open Meetings Act by meeting in private. The Michigan Supreme Court is considering whether to take the case.
It’s unclear how often the Wayne State University Board of Governors held secret meetings and cast votes because the university won’t provide details. Motor City Muckraker filed a Freedom of Information Act request for the information, but it’s unclear whether meeting minutes were even taken.
Only two of the eight board members responded to our questions about the secret meetings by deadline. And only one board member, Dana Thompson, an attorney and University of Michigan law professor, said she’s looking into the issue.
“I’ve asked Lou Lessem, the general counsel, for clarification on the constitutionality of the Board’s meeting and voting by phone and I’m looking into this issue myself,” Thompson said in a written statement. “I’m also looking into whether the bonus should have been decided on in an open and public meeting. I’ll have more to say when I get clarification on these issues.”
Thompson and board member David Nicholson voted against the tuition increase. The vote was 6-2.
Louis Lessem, who also is the university’s chief legal adviser, didn’t respond to our questions about the secret meetings, but the school’s spokesman did, saying the Open Meetings Act (OMA) doesn’t apply to public universities. He did not respond, however, to the constitutional provision that requires openness.
“Even if the OMA applied to public universities, which it does not, none of the issues you raise would have violated the OMA,” spokesman Matt Lockwood said. “There is no violation.”
During a two-hour interview with Motor City Muckraker, board member Kim Trent defended the secret meetings, but acknowledged that votes are sometimes cast over the phone without the public’s knowledge.
“This is the practice of the university,” Trent told me, adding: “We don’t typically vote when we have phone meetings.”
Trent said she approved the $25,000 bonus for President Wilson because he earned it.
“If you are going above and beyond your duties, we want to compensate him for it,” Trent said. “I think one way to give the president feedback is a bonus.”
What’s unusual about the decision to meet and vote behind closed doors is that three of the eight board members are attorneys. One of them is Sandra Hughes O’Brien, who received a $123,000 settlement after she was fired last year as general counsel for the Detroit Public Lighting Authority. Hughes O’Brien is now Oakland County’s deputy clerk.
The other is Marilyn Kelly, a former Michigan Supreme Court justice who began working for the Wayne State University Law School in 2013 in what could easily become a conflict.
Whether public universities are subject to the Open Meetings Act has been debated for years. In addition to the Detroit Free Press’ lawsuit against the University of Michigan, state lawmakers have proposed a legislative resolution in an attempt to change the state constitution so it’s clear that university boards are subject to open meeting laws.
“The reason why I proposed it is because I can’t stand government secrecy,” Rep. Martin Howrylak, a Republican, told the Student Press Law Center. “The business of the governing body — whether it’s the city of Detroit or the University of Michigan — should be transparent and open.”
Fink said the Wayne State University case is even stronger because the Board of Governors has voted during closed-door meetings. During the lawsuit, the University of Michigan Board of Reagents said it does not vote behind closed doors but holds executive meetings for informational purposes.
Fink said universities are relying on a 1999 case in which the Michigan Supreme Court ruled that college boards may legally meet behind closed doors to discuss the selection of a new president. But the court did not say whether university boards may meet privately to discuss other issues that aren’t exempt under the Open Meetings Act.
“You give them a millimeter, and they will take two kilometers,” Fink told me. “We are trying to convince the Supreme Court to look at this bad decision in 1999.”
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This story is part of our ongoing investigation into Wayne State University.
Steve Neavling lives and works in Detroit as an investigative journalist. His stories have uncovered corruption, led to arrests and reforms and prompted FBI investigations.