Michigan State University's new ethics policy: Gag order or commonsense loyalty guide for trustees?

Michigan State University trustees have until this weekend to sign an updated board ethics policy with new additions that some say reinforce obligations but others portray as an effort to silence dissenters.

Board members approved the changes 5-3 during a special Sunday night board meeting while also approving a near doubling of President Kevin Guskiewicz’s salary to $2 million amid concerns he may depart.

The new policy states that trustees will support and not undermine decisions made by the majority of the board; they will uphold the university’s reputation, not provide misleading or false information about the university or divulge confidential information and will act after the board decisions “consistent with our fiduciary duties, including the duty of loyalty.”

Failure to comply can result in public censure, denied access to university events, removal from leadership positions, prohibition from representing the university and referral to the governor for potential removal from office.

Trustee Mike Balow said board chair Brianna Scott told the trustees days before the special meeting that additions to the new policy and Guskiewicz’s raise were needed to keep the president from accepting another position.

Balow said he doesn’t plan to sign the new policy, calling it an “abomination” that could be “weaponized” against trustees who ask tough questions. Additionally, he said the policy did not go through the proper channels and attempts to codify loyalty to the university when trustees’ “first loyalty should be to the people who elected us.”

“This document leaves it wide open to be used in a retaliatory measure against any trustee (who) says something that is unpopular at any given moment,” Balow said. “We need to be able to speak on issues of importance even if it ruffles the feathers of other board members.”

Board Chair Briana Scott said the policy hadn’t been updated since 2020 and the new additions “are reinforcing existing responsibilities and obligations entrusted to the board.”

She added that the Association of Governing Boards, which has been working with trustees on governing principles, recently offered feedback and “amounting to a failing grade.”

“For those who may be asking why now during a special board meeting on a Sunday night, I say there is never the wrong time to do the right thing,” Scott said.

She later said some board members have undermined the president, the administration and board.

“That has got to stop,” Scott said. “This isn’t suppressing speech or preventing any trustee from speaking their mind, asking hard questions … but we know that our president is frustrated … and we want to foster an environment where he can be successful in his leadership and his vision for Michigan State University.”

Among those raising questions is state Sen. Jim Runestad, R-White Lake. In a Facebook post, Runestad said MSU’s “elected Board of Trustees is about to gag its own members.”

Runestad added: “A ban on speaking publicly about the university’s decisions. Taxpayer-funded bureaucrats trying to silence the very officials elected to oversee them. Who do these trustees actually answer to?”

It’s unclear if other universities have similar policies. MSU spokesperson Amber McCann pointed to a policy at Wayne State University but she was unsure if it had similar repercussions to MSU’s for policy violations.

Balow said he asked Secretary Stefan Fletcher if Scott or the university’s attorney counsel had asked him to benchmark the provisions against other university board policies. Fletcher told him no, Balow said.

A ‘time and place’

Many college and university governing boards have ethics policies addressing confidentiality, fiduciary responsibilities and expectations for board members, a spokesperson for the Association of Governing Boards said in a statement.

“While approaches vary among institutions, effective governance generally depends on balancing open dialogue and transparency with the board’s responsibility to deliberate constructively, protect confidential matters, and govern in the best interests of the institution,” the statement said. “Questions regarding the interpretation or application of specific policies are ultimately matters for each individual institution and applicable state law.”

This new policy comes after a long history of struggles between MSU board members.

Trustee Rebecca Bahar-Cook said the new policy does not stifle discussion or ask hard questions but there is a “time and a place for that to occur” in committee meetings and board meetings.

“Strong governance ensures that all trustees have a voice but we need to be professional, we need to be accurate and we need to do it in a forum in which we are elected to do it,” Bahar-Cook said Sunday. “Re-litigating it over and over again after an issue has been voted on doesn’t help us more forward. It’s gets us stuck.”

Balow said the push for the policy began on Wednesday, when Scott called for an emergency meeting and told the board that to keep Guskiewicz as president they needed to give him a raise and approve the revisions.

According to Balow, in subsequent days, Scott said recently published opinion pieces and podcast interviews by Balow and Trustee Dennis Denno regarding Spartan Ventures — MSU’s nonprofit venture created to generate more funding for the athletic department — were “out of bounds” and “inappropriate.”

Local publications — including Bridge Michigan — published the opinions of Trustee Rema Vassar regarding the university needing to reinstate diversity, equity and inclusion after threats from the Trump administration.

Scott said during the meeting that those opinions had nothing to do with the new additions to the ethics policy.

Vassar, who participated in the meeting around 3 a.m. while on a trip to Egypt, said the policy demands outside review of its constitutionality.

She said she plans to ask Attorney General Dana Nessel to review it.

She said the new policy could create a culture similar to the one that allowed the now-incarcerated Larry Nassar to sexually assault young women while an MSU doctor.

“Silence the questioners, protect the administrators, punish the people who speak, make the rules such that dissent is treated as a violation,” she said.

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This story was originally published by Bridge Michigan and distributed through a partnership with The Associated Press.