Suffolk chairman defends board against president’s complaints

Andrew Meyer, the Suffolk University board chairman, has defended the board against recent accusations by university president Margaret McKenna (above).Jonathan Wiggs/Globe Staff/File/Globe Staff

The Suffolk University board chairman issued a memo to trustees last week defending the board against recent accusations by university president Margaret McKenna, including her charge that trustees have ignored an order to update board bylaws, according to a copy of the memo obtained by the Globe.

The memo from chairman Andrew Meyer, sent on Friday, also challenged McKenna’s suggestion that board members have not donated enough to the school and the notion that they have not devoted enough attention to diversity.

The memo provides the most comprehensive response from Meyer since his remarks early in the board’s unusual public conflict with McKenna. Meyer is widely seen as attempting to orchestrate McKenna’s ouster.

“The board has taken its governance responsibilities seriously and has worked diligently to craft a final set of new bylaws in which we can all take great pride,” the memo said.

Meyer on Friday also sent the board a second, five-page memo written by a different trustee that offers a blow-by-blow explanation of why the bylaws have taken several years to be updated, despite the school’s vow to accreditors that the process would be complete in 2014.

The memos were issued after McKenna spoke out at length for the first time since reaching an agreement with the board that allows her to keep her job for another 18 months. In exchange, the board vowed to — among other things — update its bylaws and choose a new chair who would replace Meyer by May.

Bylaws govern the power structure between the board and the president, and define the board’s role in overseeing the university. They can include provisions such as term limits, committee structures, and members’ philanthropic obligations.

Meyer’s memo said that for the past four years, all of the 28 Suffolk trustees donated to the school — the first time in Suffolk’s history. Many also volunteered their time, provided scholarships, and made an effort to hire Suffolk graduates, he wrote.

“Many of us have personally contributed tens of thousands, and some hundreds of thousands, of dollars to the university,” the memo said.

In an interview last week, McKenna said board members have donated but the giving has been “not significant.”

McKenna, through a spokesman, declined to comment Monday about Meyer’s memo. A statement from the spokesman, Greg Gatlin, said she is focused on “moving the university forward.”

“President McKenna is committed to working with the board on a range of issues, including revision of the bylaws and other governance matters, according to the timeline that has been established,” the statement said.

In response to McKenna’s comments about diversity, Meyer said trustees oversaw the hiring of the law school’s first female dean, who is of Jamaican descent, as well as a female provost, a female chief financial officer, and an Asian-American female dean of the College of Arts and Sciences.

“The board, moreover, has actively recruited and added highly talented women and minorities to its membership and continues to do so,” wrote Meyer, who did not respond to a request for comment. The board has 21 men and 7 women, and includes two people of color.

Meyer’s memo also lists other board achievements, including budget surpluses for the past six years, the high sale price received for the Archer and Donahue buildings, an on-time, on-budget completion of the 20 Somerset St. building, the opening of the Modern Theater, and the creation of athletic fields in East Boston.

Meyer also said the board has overseen a reduction in law school enrollment to reflect changes in the job market. He blamed the news media for recent mistakes in the public account of the controversy that he called “too numerous to correct here.”

“All of you, however, should recognize and be proud of your accomplishments for the university and the entire Suffolk University community,” the memo said.

The second memo, regarding efforts to update the bylaws, was from board member E. Macey Russell, the former chairman of the board’s bylaw committee.

Over the past three years, Russell writes, the board has researched other bylaws, hired two consultants, and revised more than five drafts that contain almost 20 major changes.

“We did not undertake to ‘tweak the bylaws here and there,’ but to transform them into a working document that would serve the university long into its future,” wrote Russell, a partner at the law firm Choate Hall & Stewart.

In June 2015 the board was scheduled to have an off-site retreat to discuss them but the retreat was postponed and never happened, in part because of McKenna’s arrival, according to the memo.

Throughout the process, board members have disagreed over the changes, according to the memo.

“Often there were genuinely different perspectives expressed and communicated in a collaborative and good faith spirit, such as trustee term limits, age limits, and officer selection processes,” Russell wrote. He did not respond to a request for further comment.

Regional accreditors told the school in 2014 that its bylaws were to be completed that year, but two years later, the board is still operating under a version adopted in 2010. These bylaws give the board much more power and the president much less power than the rules governing other universities, and do not include trustee term limits.

Amid the recent turmoil at Suffolk, the accreditors sent the school a letter demanding more information about the problems. Meyer’s memo said the response to the accreditors was due on Friday.

The new bylaws, which are scheduled to be approved at the board’s May 13 meeting, will incorporate suggestions from McKenna, who reviewed them in December 2015, as well as from James McCarthy, the former Suffolk president who left in September 2014, according to the memo.

Both suggested a new structure for board committees to create an academic affairs committee instead of three separate committees for the law, business, and arts and sciences schools.

In advance of adopting new bylaws, the board has instituted several new practices in advance of the vote on the new bylaws, including the formation of executive and compensation committees, the memo said.