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The initiation of new policies, in my view, should be clearly that of the board. I would
look particularly to the board chair or it may be the chair of the executive committee
or the chair of a governance committee, to start or initiate that process. But if it's
a significant change in policy, a change in mission for example, I would expect the full
board to be involved unless, of course, it's a huge board where that's not possible, but
where it's possible in a board of reasonable size, I think that degree of involvement would
be essential.
The particular responsibility of the administration, I think it depends somewhat on the nature
of the issue. If it's a budgetary or fiscal matter, I would look to the vice president
for business and finance as well as the chair of the business and finance committee for
example. I would also look, as I had mentioned, both to the general counsel or university
attorney and to the corporate secretary or board professional because they're the full-time
people who are the guardians or caretakers of the institutional structure. And they're
the experts and I'd look to them first, but I'd keep the board chair particularly involved.
And there are times when I think just the board chair and the board professional and
the general counsel or university attorney may have a chance to think through, let's
say, some issue that has just come from a court decision or a recent legislative action.
In my view, those policies which are most in need of formal reinforcement, those that
deserve to be bylaws, tend to be many fewer than a lot of governing boards would be inclined
to recognize. Indeed, if I can borrow a fairly simple phrase, I'd say to a governing board
looking at its bylaws when in doubt, leave it out. Don't enact something as a bylaw unless
it's really necessary. Instead there are all sorts of opportunities to scale down to a
lower level. Adopting resolutions, for example, particularly if there's only a temporary or
a transitional need. You don't have to have a bylaw on an event that comes once in a lifetime
or once in a decade. So, that's why I would say when in doubt, leave it out. And anoint
formally as bylaws only those policies that are really of essential stature, high enough
up in the food chain really to deserve formal recognition and attention. Otherwise, I think
a lot greater flexibility if you're dealing with just resolutions and less than bylaw
quality. It's just a whole lot easier if one proceeds in that way. Let me also mention
the role of the university attorney or general counsel. I have a special regard for university
attorneys and general counsels. In my view, the last person to leave the room during an
executive session, indeed often the university attorney should stay through the executive
session, but if for some reason the room has to be cleared, I'd say the university attorney
or general counsel is the last person you want to leave. The university attorney or
general counsel is the person who ought most fully to be involved as a colleague in the
president's cabinet
for example.