Article published April 15, 2006
UT, MUO boards discuss merger plans
Closed session on ‘personnel’ violates state law
By LUKE SHOCKMAN
BLADE STAFF WRITER
The combined boards of the University of Toledo and Medical University of Ohio met together for the first time yesterday and discussed how to pay for “frictional” costs of their merger — but they also violated state law twice when they adjourned for a closed-door executive session.
Near the end of their public meeting, UT Chairman Dan Brennan instructed the board members it was time to adjourn into a private session to discuss “personnel” matters.
The Ohio Public Meetings Act permits public boards to enter into closed-door meetings for seven certain specific circumstances, including personnel actions such as “the appointment, employment, dismissal, discipline, promotion, demotion, or compensation of a public employee or official.”
However, the law requires that a majority of a quorum of the public body vote by roll-call vote to adjourn into executive session. The vote cannot be by voice acclamation, as the UT/MUO boards did, or by a show of hands.
In addition, the motion to enter into an executive session “must be specific as to the matters to be discussed,” according to a guidebook listing court rulings on the issue. “... It is not sufficient to move for an executive session to discuss ‘personnel.’”
Asked by a Blade reporter after the voice vote and before entering the closed-door session what the specific purpose of the meeting was, however, Mr. Brennan said that “personnel” was sufficient explanation.
When the reporter insisted that the motion had to be more specific, Mr. Brennan called over attorney Sandra Drabik, who is paid $177,484 a year as UT’s general counsel and vice president. She concurred with Mr. Brennan.
When The Blade contacted Mr. Brennan later by phone to cite from state law the specific violations of the Ohio Public Meeting Act and advise that violations could be subject to fines of $500, Mr. Brennan initially defended his actions.
“Let them fine us or whatever,” he said.
After hearing the specifics of the law about entering into executive session, however, Mr. Brennan confirmed the boards had not taken a roll call vote.
“We erred. I acknowledge
that,” Mr. Brennan said. He said the roll-call vote was not taken because the noise in the room was “too loud” for such a vote and because they had a new secretary taking minutes who did not have a roster of all board members. The names of the board members were displayed on cards in front of each member at the meeting.
“I can’t undo what has been done,” he said later. “If we erred, it was not intentional.”
Mr. Brennan added the executive session was to discuss “a contract of an employee” and no action was taken before the public meeting ended.
UT President Dan Johnson and MUO President Dr. Lloyd Jacobs were not present for the executive session. That could suggest the approximately 40-minute executive session the board held was to discuss what their compensation packages will be once the two universities merge on July 1.
Most of yesterday’s meeting centered on how the merged institution would pay for expected transition, or “frictional,” costs during the merger process. Daniel Morissette, MUO’s senior vice president of finance, said cost estimates of $11 million to $30 million haven’t changed.
The challenge will be to get the state to pony up the money, several board members said.
Mr. Morissette said MUO and UT plan to approach the state’s Higher Education Funding Study Council for $7 million, and MUO and UT would then try to match that.
MUO and UT also intend to approach the state legislature this fall for $15 million in capital funds to build a new pharmacy building on the MUO campus. The pharmacy program is currently housed at the UT campus, but officials hope it can be moved to MUO.
George Chapman, MUO board president, agrees the combined institution will need some help to merge, but he warned that the current estimates are likely low. The merger bill unanimously passed the House and Senate, but it didn’t come with any financial help.
“The biggest potential problem is there is support without money,” Mr. Chapman said. Mr. Brennan said he worries legislators are just hoping to save money by the merger and the board “can’t be sucked into reduction” as a philosophy. He added that one pressing decision the combined boards will have to make after they merge July 1 will be what to do with UT’s aging Savage Hall. MUO trustee Tom Brady said the goal of the merged institution should be not just to save money or maintain the status quo, but to “be greater than what we had before.”
Dr. Jacobs, expected to become president of the merged institution, agreed, saying the institution can try to catch up to other top-quality universities, or “blaze a new trail and try something different.”
The next meeting of the combined boards is May 5.
Contact Luke Shockman at: lshockman@theblade.com or 419-724-6084.
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