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Road to BU crisis leads back to trustees

When Boston University revoked its job offer to incoming president Daniel S. Goldin more than a week ago, the move was an expensive and a surprising reversal for the university, costing $1.8 million and triggering faculty and alumni complaints about the school's leadership.

But the failures leading to Goldin's hiring, including a rushed and incomplete review of his candidacy, have deep roots on the school's board of trustees, which for nearly three decades has been tightly controlled by longtime president John Silber and members loyal to him, according to sources close to trustees.

Since Silber survived a near-ouster by trustees in 1976, he worked hard to shape a board that would support his expansive vision for the university, cultivating an inner ring of loyalists while adding a large roster of big names and donors from out of town who largely did not participate in decision making, according to several BU sources.

Although the board is supposed to be an independent check on the power of the president, Silber has long used it to press his agenda at the fourth largest private university in America. His early moves on the board led to a parade of resignations in the late 1970s that parallels the departure in the past few months of some of the youngest, richest, and most-respected members of the board -- David D'Alessandro, Jeffrey Katzenberg, and Kenneth Feld.

The story of today's board goes back to the spring of 1976, when Silber had been BU president for five years. Unhappy with the changes Silber had been making at the university, 10 of 15 deans, the faculty senate, and a group of 500 students formally called for Silber's resignation, their concerns ranging from his leadership style to his budget cuts. Only the trustees had the power to demand Silber's resignation, and they brought his presidency to a vote.

Although some trustees voted against him, said a source close to the board, Silber had won over enough trustees to turn a possible vote of no confidence into an affirmative vote -- sending the message that the board stood behind the strong-willed president.

"It was the bloodiest moment in his tenure and the moment he learned most about what it meant to have control over your board," said a source.

In the next few years, at least six trustees were forced out or resigned -- including former chairman Hans Estin, who led the search committee that hired Silber from the University of Texas. Interviewed last week, Estin, who said he still considers himself a supporter of what Silber has accomplished at BU, described a board on which several powerful trustees, committed to Silber's leadership, began voting together to push dissenters to the margins.

"The board ostracized people who complained about a certain policy," said Estin, who resigned from the board in 1976. "We were `not team players'; we were accused of undermining the administration."

Remaining on the board were several trustees loyal to Silber's vision of the university. They included Melvin Miller and Peter Vermilye, who joined the board in 1969; Christopher Barreca, who joined in 1970; Earle Cooley, who joined in 1974, and Dexter Dodge, who joined in 1975.

All five remain on the board today. Barreca is its chairman, and Dodge the vice chairman. All five are on the executive committee, a group of about 24 trustees considered the most powerful committee on the board.

Nearly two decades after Silber won his crucial early battle, the board came under investigation by former Massachusetts attorney general Scott Harshbarger, whose office looked into whether Silber and a few trustees were hoarding power and using it to their own financial advantage.

The investigation led to a written agreement under which BU promised to reform its conflict-of-interest procedures and open authority to a wider group of trustees.

After that agreement expired in 1999, BU maintained and even tightened the conflict-of-interest rules, university officials say. But it abandoned other procedures such as the Harshbarger-imposed nominating process, which required nonboard members to be involved in selecting new trustees. The board also removed a term-limit provision designed to ensure that no more than 40 percent of trustees had served for 13 years or more, although the board appears to meet that standard today.

At 41 people, the board is smaller than the roster of 58 it had in 1993. Harshbarger, who now focuses on corporate governance in his private law practice, questioned how much the board had reformed its practices.

"Did the culture really change?" Harshbarger asked. "The i's were dotted and the t's were crossed, but underneath you had form, not substance. It appears that you still have a group dominated by those who felt more allegiance to Dr. Silber than to the broader community."

Trustees at BU are unpaid and do not receive reimbursement for travel to board meetings, which are scheduled three times a year. Two are held in Boston, and the third is usually held at an Arizona resort owned by trustee Richard Joaquim.

As BU president until 1996 and chancellor since then, Silber held a seat on the board and attended most major meetings of trustee committees whether or not he was a member of the committees, according to a friend of several trustees.

He also helped shape the makeup of the board itself. Despite an official process in which the nominating committee forwards names and the full board confirms them with a vote, Silber actually made the final decisions about who to appoint to the board, courting and pressuring the people he wanted to recruit and then making sure trustees knew how he felt about a candidate, according to the friend of trustees.

Longtime trustee Cooley said Silber's close involvement in nominating trustees has been helpful, partly because the committee cannot always find enough good candidates. "You've got to go out and beat the bushes, and the president has to play a role in that," Cooley said.

The recent presidential selection process was emblematic of Silber's techniques for managing the board, say several sources close to the trustees: Despite Silber's reputation for bluntness, he exerted his influence not by bullying the board but by working subtly through trustees who shared his vision, carried out his orders, or simply anticipated his opinion.

After the forced resignation of president Jon Westling in the summer of 2002, the board named a presidential search committee. But at a trustee meeting last winter, several trustees expressed an interest in adding new members to a committee they saw as dominated by "Silber people," said a source close to the trustees.

About a dozen trustees volunteered to serve, including vocal Silber critic Katzenberg, said the source. The decision was made to hold an immediate vote on new members. "Silber was very upset that there'd be an uncontrolled vote," said the source. "That had never been done."

Dodge proposed a slate of three candidates -- Elaine Kirshenbaum, Barreca, and Frederick Chicos. All three were considered strong Silber allies. When a secret ballot was taken, the slate won out because the "independent" votes were split, the source said.

Those who are familiar with the recent presidential search do not blame Silber for the decision to rescind the offer to Goldin. That decision, they say, was made by trustees who felt stung by Goldin's demands to sideline Silber, fire most senior officials, and live part time in Malibu, Calif.

The critics fault Silber's influence, and the unquestioning support he received from most of the board, for a failed search process. Silber strongly backed Goldin's candidacy, and those who questioned the process or the candidate largely kept quiet and accepted the decision as inevitable, a number of sources close to the trustees have told the Globe.

Silber did not respond last week to requests for interviews on this topic.

Cooley, who chaired the search committee, acknowledged the process was rushed but disagreed that opposition was discouraged during the search or at any other time in his 29 years on the board.

Most of the BU board's practices, from its large size to the participation of the president in selecting trustees, are fairly common among university boards, said Robert T. Ingram, president of the Association of Governing Boards of Universities and Colleges.

But Richard Chait, a university governance specialist at the Harvard Graduate School of Education, said trustees who stay for decades can become too powerful and static. He added that the president should have "an influential voice but not a determinant role" in selecting trustees. "It compromises a key characteristic of a board, which is to be independent-minded," he said.

Silber resigned from the board after the Goldin crisis, and trustees created an ad hoc committee, led by Dodge, on governance that will examine changes and establish the next presidential search. Some advocates of change are optimistic about what the committee can accomplish.

"They are sitting at a critical juncture where they can take a road back to same old patterns or a road that will change the culture of the school," a source said.

Marcella Bombardieri can be reached at bombardieri@globe.com.

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