On March 18, 2005, Judge Dexter Ryland of the Louisiana 9th Judicial District upheld the actions of the Louisiana College trustees when they elected Joe Aguillard the president of the College. In all likelihood, it will take several weeks to obtain Judge Ryland’s opinion in the case because the court does not make its decisions available on-line. Nevertheless, a very detailed article in the on-line edition of the Baptist Message Online (Judge Validates Election of Aguillard as LC President--March 24, 2005)...
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appears to provide an objective view of what transpired and why Judge Ryland ruled as he did. The College has also posted on its website a clarification of a Town Talk newspaper story from Bradley L. Drell, the attorney who represented the College and the trustees in the litigation
Recall that the dispute was over the election process used to select the College's new president. The College’s by-laws provided that a committee was to be appointed to review candidates and make a recommendation to the trustees. The committee recommended Mr. Malcolm Yarnell, who subsequently received an offer from the College. Mr. Yarnell and the College never reached an agreement on contract terms. As a result, the trustees expanded the selection committee from 9 to 17 members. Apparently that shifted the committee’s composition sufficiently to result in the committee then nominating Mr. Aguillard as a candidate for the presidency. Mr. Aguillard was apparently acceptable to the faction favoring a move toward fundamentalism, but he was not acceptable to the faculty, which voted 52-12 against his appointment and also issued a vote of no confidence in the board of trustees.
As we noted at the outset, we don’t have the court’s opinion, but the court apparently rejected the first two arguments in opposition to the lawsuit: that the plaintiffs lacked standing and that the matter was outside state jurisdiction because it involved the exercise of religious freedom under the 1st Amendment. While Judge Ryland apparently agreed that the College had not followed the procedures outlined in its by-laws, he concluded that the by-laws didn’t explicitly preclude nominations from the floor at the trustees' meeting. The judge also noted that the by-laws did not require the trustees to accept the committee's nomination.
Judge Ryland tipped his hand during oral arguments, when, according to the Baptist Message, he said “The board needed a president of the college, and they needed one fast”
We disagree with Judge Ryland on both the law and the policy underlying his decision. First, let’s look at the policy. Given the accreditation issues facing the College, Judge Ryland saw a college in need of a president. But by accepting Mr. Aguillard out of an apparent sense of urgency (he was already there), Judge Ryland ignored the significant opposition to Mr. Aguillard by the faculty. Granted there were time pressures, but had the Judge ruled in favor of the plaintiffs, those pressures would have presumably resulted in both sides working toward a compromise. In all likelihood, the Judge Ryland’s decision simply institutionalizes the controversy and hard feelings, only deferring the day of reckoning.
We also disagree with Judge Ryland on the law. There is a lot of logic to using a nomination committee in a university setting. Such a committee assures reasoned vetting and deliberation—something that can occur over a two or three month process, but which is unlikely to occur at a two or three hour board meeting. The drafters of the by-laws had expressed a very clear intent that they wanted the nomination to come from the committee as originally constituted. After all, the by-laws specifically provided that the committee couldn't be reconstituted until after the new president was in office, clearly indicating that the committee's nomination not be tampered with. By permitting nominations from the floor, Judge Ryland has effectively permitted the committee to be effectively reconstituted, albeit at the last moment. Consequently, Judge Ryland's conclusion that the committee structure is not inconsistent with floor nominations strikes us as being a construction that simply can’t be reconciled with the notion of a committee that can’t be altered once it is created.
Why impose that limitation if the committee isn't the source for all nominations? No doubt, the trustees can reject the committee's reommendation, but then the process should go be back to the committee for further consideration and vetting. We note that the committee contained one student and one faculty representative. That suggests that the committee functioned as a check on the board's authority by assuring that the vetting process at least took into account the views of other stakeholders. The checks and balances cannot work if the other stakeholders are removed from the process. In short the limitations on the committee support the notion that the nomination was to come from the committee. That is not inconsistent with the board of trustee's retaining the right to approve or disapprove of the nominee.
We hope that the plaintiffs appeal Judge Ryland’s decision, but we suspect that they will not. The passage of time clearly works against such an appeal in a case of this nature.
LESSONS FOR OTHERS: Judge Ryland’s decision demonstrates why attention to detail when drafting by-laws is critical. It also demonstrates why boards should draft a charter for each committee they appoint, clearly spelling out the committee’s jurisdiction, duties, and powers.
WE WILL UPDATE THIS POST AS MORE DETAILS ARE BECOME AVAILABLE.
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