Whitmer should review removing Michigan State trustees Vassar, Denno, law firm urges

Michigan State University Board of Trustees Chair Rema Vassar and Trustee Dennis Denno violated the university's policies and bylaws and should be referred to Gov. Gretchen Whitmer for possible removal from office, an outside law firm urged in a highly anticipated report released Wednesday.

Trustee Brianna Scott should be censured for violating one of the standards of the MSU Board of Trustees' Code of Ethics and Conduct, according to recommendations by the Washington, D.C.-based law firm Miller & Chevalier.

The report came after MSU retained the outside law firm to investigate 10 allegations that Scott lodged against Vassar in October, including violating the board's rules of conduct and ethics, and bullying board members and administrators. Scott urged Whitmer to intervene and remove Vassar if the chair didn't resign.

At the time, Vassar, the first Black woman to chair the MSU board, called the allegations "fabrications" and "a "hit job." She also called for a university culture and climate assessment.

The 66-page report substantiated some, but not all, of the allegations.

"In some of those instances," the report says, "Miller & Chevalier found that the conduct in question, while not a violation of Trustee policies or the Bylaws, nevertheless fell short of the conduct expected of Trustees and fiduciaries of a public institution like MSU."

The law firm attributed some of the behaviors of trustees to "assuming an outsized role in the institution" after the sexual abuse scandal involving Larry Nassar and turnover in the president's office. It also noted board dynamics created fears of retaliation among the university's leaders.

"Much of the conduct that Miller & Chevalier investigated arose from a misunderstanding or misapplication of shared governance principles," the report said. "Chair Vassar and Trustee Denno, in particular, have engaged in conduct that exceeds the scope of their authority.

"The Board dynamics, particularly the actions of Chair Vassar and Trustee Denno, have created a fear of retaliation amongst administrators and other MSU personnel."

The report outlined several examples but noted there were other examples beyond the allegations, "signaling a potentially larger issue than reported."

"The identified conduct has created fissures that have weakened the governance structure of the University and encouraged and created openings for members of the MSU community to also circumvent the Administration and reporting protocols, by leveraging individual Board members to act on their behalf," the report said.

Vassar, Denno and Scott are Democrats on an eight member board where the Democrats hold a vast majority.

What the report found

Scott cast the deciding vote for Vassar to become the first Black woman to chair the MSU board in January 2023. Ten months later, in October, Scott wrote a letter to the board outlining allegations that Vassar was acting outside the scope of her authority, had a potential conflict of interest with a donor, did not adhere to a confidentiality obligation and engaged in “bullying” of Interim President Teresa Woodruff. Scott sent the letter to other board members, and it emerged publicly.

An attempt was made to remove Vassar from the board during a nearly four-hour emotional board meeting in October that was filled with long speeches, audience outbursts and accusations that the university could risk its accreditation over her alleged misconduct. MSU officials said later it was premature to assess accreditation risks. The effort to remove Vassar as chair failed, leading to an outside investigation of Scott's allegations instead of an internal probe by MSU.

The 66-page report is based on interviews conducted between November 2023 and February 2024 with 69 people, including those from the board, university administration, faculty, MSU community and media. Some of the interviews in the report left out the names of people for confidentiality reasons. 

The law firm's investigation substantiated that Vassar attempted to negotiate a settlement with former MSU business school dean Sanjay Gupta in his lawsuit against the university without the authority of Woodruff or other board members. Gupta resigned as dean in 2022 under pressure from Woodruff for violating the university's mandatory reporting policies.

Gupta acknowledged that he failed to report a business school leader who allegedly got intoxicated and acted inappropriately at an end-of-the-year gala, learning about it from other deans who indicated they planned to report the incident. He sued the school, alleging he was wrongly removed as dean.

"Chair Vassar engaged in at least one settlement discussion with Dr. Gupta and his counsel and likely directed the preparation of a draft Board statement as part of the settlement," the report said. "Dr. Gupta’s claims against the University was a responsibility reserved for the Administration. Chair Vassar’s actions interfered with that responsibility and exceeded the scope of her authority."

The report also cited interviews showing that Vassar and Denno "encouraged students to embarrass Interim President Woodruff."

It also reviewed Scott's allegations that Vassar "bullied" Woodruff and attempted to "usurp" the interim president's authority. While investigators said they were unable to substantiate the claim fully, the report "did confirm a fraught relationship between Chair Vassar and the Interim President."

Scott alleged that Vassar admonished the interim president for speaking directly with individual trustees. Investigators corroborated one instance when Woodruff contacted Trustee Kelly Tebay to request a meeting to add to the board agenda — a resolution to change MSU's gun policy.

"According to an Interviewee with direct knowledge, upon learning about this contact, Chair Vassar called the Interim President to say that she “should never talk to trustees on (her) own,” the report says. "Trustee Tebay learned of the conversation and discussed the incident directly with Chair Vassar, who told Trustee Tebay that she had given Interim President Woodruff 'a talking to' and explained that she told Interim President Woodruff that 'she shouldn’t talk to Kelly Tebay about these things. If she wants to change these things, she should talk to me.'"

When Vassar was asked about this allegation, she denied it.

"She instructed the Interim President that agenda‐setting must go through the Chair and the Vice Chair. Chair Vassar added that she does not oppose the Interim President speaking to individual Trustees and that, at the outset of her tenure as Chair, she encouraged the Interim President to schedule individual meetings with each Trustee," the report said.

Scott also alleged other incidents, such as admonishment that allegedly occurred during the Mackinac Policy Conference and Vassar requesting Woodruff’s speaking schedule and allegedly demanding to speak at them.

"Although the investigation did not find a violation of the Code of Ethics, as Chair of the Board, Chair Vassar must uphold the highest standards of conduct as embodied in the Code of Ethics," the report said. "Several interviewees, including the Interim President, provided accounts of behavior by Chair Vassar towards the Interim President that they perceived as falling short of that standard."

Vassar's lawyer, Scott respond

Vassar's lawyer, Rochester-based E. Powell Miller, said in a statement that Vassar cooperated with the investigation, which included 15 hours of interviews, but she had not yet fully examined the report. Even so, she "is pleased that the investigation concluded that the most serious charges, including those raised by Trustee Brianna Scott, were unfounded," the statement said.

"While Dr. Vassar does not agree that any Board of Trustees guidelines were violated, she is gratified that there was no finding of any undue influence, personal benefit, or harm to the University," Miller said.

Kevin F. O’Shea, one of Vassar's lawyers at the Rochester-based Miller Law Firm, responded via email to the report's recommendation for Whitmer's review and recommendation that the chair possibly be removed.

"(Vassar) disagrees that she engaged in any inappropriate behavior, so she doesn’t believe there’s any basis to refer the matter to the Governor," O’Shea said. "Even if the Report’s findings were accepted, it still wouldn’t warrant removal. Moreover, the Report specifically identifies the recommended 'corrective action' as the referral itself: There’s no recommendation that the Governor take any action other than a review."  

Denno could not be reached for comment.

Scott, in a statement, said the report "corroborated much of what I alleged and more."

"There were many things that came out of this report that are quite upsetting to me, especially the manipulation of our young people by Trustees for personal gain," Scott said. "I accept full responsibility for my actions and will accept a censure from the Board, as I believe it is appropriate for the Board to act on this Report.  It is my hope that Trustees Vassar and Denno also accept responsibility for their actions and step down from their respective chair positions and ultimately the Board, so as not to force the governor to use taxpayer money to remove them ... which would only further tarnish their reputations and that of MSU."

Probe reviews other allegations

The report also reviewed many allegations outside of Scott's letter, such as Faculty Senate Chair Jack Lipton's accusation that Vassar and Denno allegedly orchestrated accusations of racial bias against him in retaliation after the Faculty Senate passed a resolution calling for Vassar’s resignation.

A few days after the Oct. 27 board meeting, Lipton told The Detroit News that Vassar “elected to let the mob rule the room” during that meeting.

"Lipton claims that since the publication of that statement, he has received letters from various campus groups accusing him of using racist language to describe Black and Brown students," the report said.

One person interviewed by the law firm revealed a Nov. 1 meeting with students, Vassar and Denno. Denno made several comments regarding Lipton that were recorded and given to the law firm.

“The other thing you can do to help us (referring to himself and Chair Vassar), at least for me, is attack Jack Lipton, the Chair of the Faculty Senate. I mean this guy called you a mob ... call him out, call him a racist,” the report said, relaying one of the alleged statements by Denno. "Trustee Denno told Miller & Chevalier that he 'probably said that,' adding that he doesn’t 'give a (expletive) about Jack Lipton.”

Scott said the conduct by Vassar and Denno was wrong.

"Further, retaliation against MSU Administration and Employees is absolutely unacceptable," Scott said. "Trying to cause professional harm to Interim President Woodruff and Jack Lipton is wrong."

What state law says on trustee removal

While Vassar and Denno have been recommended for removal, state law sets out a process. The governor has the power to remove board members after a hearing, according to state law.

"The governor shall have the power ... to remove from office for gross neglect of duty or for corrupt conduct in office, or any other misfeasance or malfeasance therein, and report the causes of such removal to the legislature at its next session," according to Michigan law. "Such person shall be served with a written notice of the charges against him and be afforded an opportunity for a public hearing conducted personally by the governor."

The governor's office did not directly address whether Whitmer would consider reviewing the report for potentially removing Vassar and Denno from office.

MSU starts review of claims against board chair; Whitmer sees no 'unified leadership'

“The findings outlined in the report are concerning," Whitmer spokeswoman Stacey LaRouche said in a Wednesday email. "It was an important step forward for the Board of Trustees to commission these investigations to give students, staff, and alumni the transparency they deserve. The board needs to give this report a thorough review to ensure the university can move forward and grow. We will continue to monitor this situation closely." 

Creating new trustee guidelines

The report was released as MSU President-elect Kevin Guskiewicz is set to start his first day on Monday as the university's 22nd president, the sixth president in six years since the Larry Nassar sexual abuse scandal shook the university. Other controversies have emerged since that have engulfed the campus.

The law firm recommended developing new guidelines for trustees.

"The Board should consider developing compliance guidelines with respect to accepting things of value, including gifts, athletic gear, meals, entertainment, and travel," the report said. "The guidelines should prohibit Trustees from accepting travel on private planes unless there is no actual or perceived conflict in accepting such travel, and should communicate that the General Counsel, whose opinion is final with respect to compliance with the Trustee Conflict of Interest Policy, should clear the travel in advance."

Vassar was found to have traveled on a private plane and received courtside basketball tickets from a university donor. She said at an emotional Oct. 27 board meeting that discussed the allegations that other trustees had done similar or the same things with MSU donors and that a policy should be created since one didn't exist

Failed Vassar ouster leads to emotional MSU board meeting filled with outbursts

Miller, Vassar's lawyer, said that "it is appropriate that the majority of the Report’s recommendations involve steps the Board of Trustees should take to improve its governance practices, including 'developing compliance guidelines' for Trustees and 'developing and implementing a set of Board-level procedures that describe with sufficient detail how that Board and each Trustee are to engage with the Administration and the University.' Dr. Vassar has long advocated for such action, which is essential in order to move beyond the kind of scurrilous, personal attacks that led to Miller & Chevalier’s investigation in the first place."

Dan Kelly, chair of the Board of Trustees' Committee on Audit, Risk and Compliance, which retained the law firm for the investigation, said in a statement that the board received the report and "is reviewing the findings carefully."

"The board takes our responsibility and governance seriously and is committed to upholding our code of ethics," said Kelly, the board's one Republican.

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kkozlowski@detroitnews.com