Letter to Shimerians Regarding By-Laws Changes

Via Karen Stabler,

This is a letter sent out by Dave Shiner explaining by-laws changes that were adopted by the assembly in 2008.

Dear Shimerian,

There appears to be some misunderstanding about the current constitutional roles and powers of the Board and the Assembly, especially with respect to changes that were approved by those bodies of the College in the spring of 2008. In the interest of helping to clarify these matters, I crafted the message below and sent it to the Board of Trustees last week. The faculty discussed governance issues at today's faculty meeting, as a result of which I was asked to forward that message to the entire Shimer community. So here it is, with very slight modifications. If you're interested in governance issues, you should find it helpful. Comments are welcome.

David Shiner

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Dear Board Member,

In my remarks last Friday night concerning recent changes to Shimer's governance structure in general and to the By-Laws of the Board of Trustees in particular, I mentioned that it is difficult to summarize those changes briefly. In this email I'd like to offer a bit more background information so as to obviate any future misunderstandings.

On the basis of some statements made during last weekend's Board meetings, it might be thought that the changes in Shimer's governance that took effect last year, particularly with respect to the revisions of the By-Laws approved by the Board in 2008, marked a revision from democratic self-governance to a chief executive model. That would be a considerable
overstatement, albeit a somewhat understandable one given the time constraints that the Board faced last weekend. In point of fact, the formal changes approved in May 2008 were quite focused, although also significant.

The Board By-Laws already recognized the President as Chief Executive Officer of the College; the Assembly Constitution stated that, if there were to be any conflict between its strictures and those of the Board By-Laws, the By-Laws took precedence. However, each document had developed over the years in such a manner that there were some inconsistencies between them,
and there was growing concern that such lack of clarity would lead to confusion and ineffective decision-making.

For those reasons, Interim President Ron Champagne recommended and spearheaded the composition of a Task Force in early 2008 to study both documents and to recommend changes to the respective bodies. That Task
Force, on which I served, consisted of Board members and internal members of the Shimer community. Its agenda was set and its meetings moderated by Glenda Eeyong, an alumna of St. John’s College and a member of their Board of Visitors and Governors, who had previously facilitated a similar conversation at St. John’s as they amended their governance structure.

The express charge of the Task Force was, in Glenda's words, "to identify and resolve inconsistencies between the Assembly Constitution and the Board By-Laws for Shimer." In so doing, the Task Force was expected to explore the foundations of effective decision-making and action and to help clarify
the roles and responsibilities in the decision-making process for the Board, the Assembly, and the Executive Management Team (that is, the President and upper-level administrators).

The formal changes recommended by the Task Force and subsequently approved by both the Board and the Assembly included responsibility for (1) hiring and firing and (2) preparation and submission of the annual budget to the
Finance Committee of the Board. Prior to 2008, the Assembly Constitution recognized the Administrative Committee of the Assembly as responsible for the former and the Budget Committee of the Assembly as responsible for the
latter. With respect to effective decision-making, the Task Force concluded that it would be best if those roles were expressly given to the President in all College-wide documents. It was therefore recommended that the Assembly Constitution be amended so that those committees became advisory to
the President with respect to those roles, and that the Board By-Laws be amended to reflect the consultative role of those committees on those matters. The Assembly approved those changes in April 2008, and the Board approved them the following month.

Several other changes were approved by each body at that time, although those were restricted to matters of internal consistency or insubstantial revision. Otherwise the Board By-Laws and the Assembly Constitution remained unchanged; the powers of the Board, the President, and the Assembly
generally remained as they had been prior to 2008 with the exception of the revisions mentioned above.

As a concrete example of what changed and what did not, I will offer the example of the hiring of an upper-level administrator. At any time from many years ago until last spring, the Shimer President would have recommended a candidate and a proposed salary within the salary structure set by the Administrative Committee of the Assembly. The Administrative Committee would have made the final decision on both. In April 2008, as mentioned above, the Assembly voted to amend the description of the Administrative Committee so that some parts of the domain of its former powers became advisory only. The first paragraph of the description of the committee in the Assembly Constitution now reads as follows:

"The Administrative Committee is responsible for advising and counseling the President and the Executive Team regarding the supervision, direction, and management of the College on matters including, but not limited to, the hiring of new non-academic administrators and the setting of policies and
practices. It is also responsible for setting salary policy for
non-academic staff members."

The import of this is clear: the Administrative Committee advises on hiring choices (first sentence), but it sets college policy on salary structure (second sentence). Given this, the President must consult with the Administrative Committee (among others) concerning hiring of an upper-level administrator, but is authorized to make the final decision even if the committee recommends otherwise.

With respect to salary, on the other hand, the President is expected to abide by the College’s salary policy as set by the Administrative Committee. The President is of course welcome to make a recommendation contrary to that policy, but the Administrative Committee must approve it before the President is authorized to proceed with a salary offer. If it does not do so, the President's offer must be within the salary structure approved by the Administrative Committee.

I hope that this brief synopsis has shed some light on the nature of governance at Shimer. I cordially invite all who are able to attend the Assembly meeting that will take place in the Cinderella Lounge at Shimer at 4 PM Sunday, November 15. Also, if you do not have a copy of the current Assembly Constitution and would like one, please let me know and I'll send it to you as an email attachment.

David Shiner
Dean of the College"