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The former General Counsel noted communication between management and the Board was also an issue when the Human Resource Director and former EVP for Finance developed a dress code policy. This policy was not reviewed by the General Counsel or the Board, yet it was put on the KSU public website as an official policy of the University. The former General Counsel was not aware of who was responsible for distributing a new or changed policy or updating the policies.
KSU’s former General Counsel indicated over past years it was a significant challenge to get things on the Board’s meeting agenda. According to the KSU bylaws, commonly referred to as the Gold Book, the ultimate decision of what goes on the Board’s meeting agenda is determined by a discussion between the President and Board Chair. In addition to the former President meeting with the former Board Chair to set meeting agendas, one former Board member pointed out that the former President also served as Secretary to the Board and, as such, “prepared all records, books and papers belonging to the Board,” indicating that this also created an obstacle for items to be brought back before the Board.
The former KSU President noted that KSU did not have a policy-rich environment. He noted at previous institutions in which he worked, it was very clear what the president can or cannot do and he felt the Gold Book was a relatively nondescriptive document. The former President believes KSU relies on Presidential initiatives and actions more than policies and that will not change until KSU develops a more policy focused environment, as KSU was a President driven by rich culture. Until KSU has a policy rich culture, the President will have to drive the policies. Otherwise, it allows individuals to work around policies.
Between July 1, 2018 and June 30, 2021, KSU bylaws reflect two iterations of the Gold Book existed during the examination period. The first version was dated January 23, 2015, and the second version was dated December 5, 2019, reflecting the dates each version was approved by the Board. Per each of these versions, the Board is identified as the policy-making body, adopting policy statements of governance and operation of the University. The bylaws go on to say that the Board entrusts the internal administration of the University to the President. However, meeting minutes from December 6, 2018, indicate edits to the bylaws (Sections 2 and 10) were approved by the Board to provide authority to the President “to oversee the development of a system of policies and procedures necessary to manage routine operations of the University.” Specifically, as it relates to the President’s role, the draft bylaw revisions approved by the Board were to include:
The University system of policies and procedures shall include University procedures that are standards or statements that either: