Michigan State University Board of Trustees Chair Rema Vassar and Trustee Dennis Denno violated the university’s policies and bylaws and should be referred to Gov. Gretchen Whitmer for possible removal from office, an outside law firm urged in a highly anticipated report released Wednesday.
Trustee Brianna Scott should be censured for violating one of the standards of the MSU Board of Trustees’ Code of Ethics and Conduct, according to recommendations by the Washington, D.C.-based law firm Miller & Chevalier.
The report’s conclusions came after MSU retained the outside law firm to investigate 10 allegations that Scott lodged against Vassar in October, including violating the board’s rules of conduct and ethics, and bullying board members and administrators. Scott urged Whitmer to intervene and remove Vassar if the chair didn’t resign.
At the time, Vassar, the first Black woman to chair the MSU board, called the allegations “fabrications” and “a “hit job.” She also called for a university culture and climate assessment.
The 66-page report substantiated some, but not all, of the allegations. It attributed some of the behaviors of trustees “assuming an outsized role in the institution” after the sexual abuse scandal involving Larry Nassar and turnover in the president’s office. It also noted board dynamics created fears of retaliation among the university’s leaders.
“Much of the conduct that Miller & Chevalier investigated arose from a misunderstanding or misapplication of shared governance principles,” the report says. “Chair Vassar and Trustee Denno, in particular, have engaged in conduct that exceeds the scope of their authority.”
“The Board dynamics, particularly the actions of Chair Vassar and TrusteeDenno, have created a fear of retaliation amongst administrators and other MSU personnel.”
The report outlined several examples but noted there were other examples beyond the allegations, “signaling a potentially larger issue than reported. …”
“The identified conduct has created fissures that have weakened the governance structure of the University and encouraged and created openings for members of the MSU community to also circumvent the Administration and reporting protocols, by leveraging individual Board members to act on their behalf,” the report says.
What state law says on trustee removal
The governor has the power to remove board members after a hearing, according to state law.
“The governor shall have the power … to remove from office for gross neglect of duty or for corrupt conduct in office, or any other misfeasance or malfeasance therein, and report the causes of such removal to the legislature at its next session,” according to Michigan law. “Such person shall be served with a written notice of the charges against him and be afforded an opportunity for a public hearing conducted personally by the governor.”
The governor’s office did not directly address whether Whitmer would consider reviewing the report for potentially removing Vassar and Denno from office.
“The findings outlined in the report are concerning,” Whitmer spokeswoman Stacey LaRouche said in a Wednesday email. “It was an important step forward for the Board of Trustees to commission these investigations to give students, staff, and alumni the transparency they deserve. The board needs to give this report a thorough review to ensure the university can move forward and grow. We will continue to monitor this situation closely.”
Vassar‘s lawyer, Rochester-based E. Powell Miller, said in a statement that she cooperated with the investigation that included 15 hours of interviews but had not yet fully examined the report. Even so, she “is pleased that the investigation concluded that the most serious charges, including those raised by Trustee Brianna Scott, were unfounded,” the statement said.
“While Dr. Vassar does not agree that any Board of Trustees guidelines were violated, she is gratified that there was no finding of any undue influence, personal benefit, or harm to the University,” Powell said.
Denno and Scott could not immediately be reached for comment.
Creating new trustee guidelines
The report also recommended developing new guidelines for trustees.
“The Board should consider developing compliance guidelines with respect toaccepting things of value, including gifts, athletic gear, meals, entertainment, and travel,” the report said. “The guidelines should prohibit Trustees from accepting travel on private planes unless there is no actual or perceived conflict in accepting such travel, and should communicate that the General Counsel, whose opinion is final with respect to compliance with the Trustee Conflict of Interest Policy, should clear the travel in advance.”
Vassar was found to have traveled on a private plane and received courtside basketball tickets from a university donor. She said at an emotional Oct. 27 board meeting that discussed the allegations that other trustees had done similar or the same things with MSU donors and that a policy should be created since one didn’t exist
At an October board meeting where an attempt to vote to remove Vassar was defeated, the board chair said.
Vassar said in her statement that “it is appropriate that the majority of the Report’s recommendations involve steps the Board of Trustees should take to improve its governance practices, including ‘developing compliance guidelines’ for Trustees and ‘developing and implementing a set of Board-level procedures that describe with sufficient detail how that Board and each Trustee are to engage with the Administration and the University.’ Dr. Vassar has long advocated for such action, which is essential in order to move beyond the kind of scurrilous, personal attacks that led to Miller & Chevalier’s investigation in the first place.”
Dan Kelly, chair of the Board of Trustees’ Committee on Audit, Risk and Compliance, which retained the law firm for the investigation, said in a statement that the board received the report and “is reviewing the findings carefully.”
“The board takes our responsibility and governance seriously and is committed to upholding our code of ethics,” Kelly said.
The report’s release came as MSU President-elect Kevin Guskiewicz is set to start his first day on Monday as the university’s 22nd president, the sixth president in six years since the Nassar sexual abuse scandal shook the university. Other controversies have emerged since that have engulfed the campus.
Scott cast the deciding vote for Vassar to become the first Black woman to chair the MSU board in January 2023. Ten months later, in October, Scott wrote a letter to the board outlining concerns about Vassar, sent it to other board members and it emerged publicly.
An attempt was made to remove Vassar from the board during a nearly four-hour emotional board meeting in October that was filled with long speeches, audience outbursts and accusations that the university could risk its accreditation over her alleged misconduct. MSU officials said later it was premature to assess accreditation risks.
The effort to remove Vassar as chair failed, leading to an outside investigation of Scott’s allegations against Vassar, as opposed to an internal probe by MSU.
