No more foxes guarding the B-CU ‘hen house’

BY JOHNNY L. McCRAY, JR. / GUEST COMMENTARY

Following the abrupt and unexpected departure of former President Edison O. Jackson in August 2017 amid dire financial conditions at Bethune Cookman-University and the subsequent appointment by B-CU’s Board of Trustees of Hubert L. Grimes as interim successor, I have asked myself the following question repeatedly:

If the employment of the president of University of Florida, Florida State University, Howard University or any other reputable educational institution was terminated – or if that president was to exit under clouds of financial mismanagement, possible criminal wrongdoing, apparent fraud, or other malfeasance – would any of those institutions replace the outgoing president with his personal legal advisor?

I believe the trustees of any such respectable institution, especially those charged as stewards of over $200 million in assets, would not act to extend the beleaguered legacy of a past president.  B-CU should be no exception.

Take immediate action
As the casualties of Jackson’s administration remain unaccounted, the board must immediately move to fulfill its important task of selecting a permanent president who can restore the university’s academic and financial credibility and chart a new course for sustainability.

In the wake of Jackson’s departure, it has already been reported by various news outlets that with Jackson at the helm of the university’s administration and Joe Petrock as chairperson of the board, not only has Fitch Ratings lowered B-CU’s credit ratings three times in recent years, the university has suffered years of increasing operating losses due to wayward spending and mounting debt.

It has also been published that the infamous dormitory project originally slated to cost $72.1 million to construct actually came with a $85 million price tag and the related financing terms – approved without independent and disinterested financial advice– now calls for payments totaling a whopping $306M over 40 years. Reportedly cash-strapped, the school has already deferred payments.

What’s more is that the budget surplus that greeted Jackson and his cronies when they rode into Daytona over four years ago has now devolved to operating losses of $18 million for the past year.

No real audit
Interim President Grimes announced last October at a meeting of over 200 concerned alumni that the university had engaged an unnamed firm to conduct a forensic audit of the university’s finance, and that evidence of fiscal mismanagement had already been unearthed.

As Grimes pondered, “God knows what else they’ll find,” such news came as no surprise to me. As a member of the board during most of Jackson’s tenure, I raised significant concerns about the financial health of the institution, the board’s reluctance to execute its fiduciary responsibilities, and the administration’s lack of transparency.

Ostensibly Grimes’ purported forensic audit is of the very type of probing investigation that I appealed to the board to conduct, and offered to underwrite costs for, nearly three years ago – all in an effort to determine the true nature of the university’s finances and ferret out wrongdoing.

Seemingly, it would be the same such audit that then-General Counsel Grimes, in an air of hubris and condescension, chided me was unnecessary because learned members of the business community and judiciary seated on the board had voted down the proposal of an attorney, with three generations of Wildcat blood coursing through my veins and 35 years of criminal law practice experience, including a fair share of white-collar criminal defense.

Grimes not credible
Back then, perhaps expediency commanded Grimes to overlook all indicia of impropriety and eschew principles of good corporate governance as he had ascended from being Jackson’s personal legal advisor to his chosen general counsel. Today, it seems Grimes bandies about talk of a forensic audit to broker credibility for a presidency for which both he and the school would be undeserving.

Prior to being named general counsel and around the time of the dormitory deal, President Jackson selected Grimes to act as his personal legal advisor while the university had a general counsel.

Like all corporate counsel, Grimes was charged with representing the interests of the university, and not that of any particular officer of the university, including its president. The only circumstance under which a university president would need personal counsel is when that president’s interest does not align with the university’s.

As questions swirled about the dormitory deal and the university’s counsel pressed for outside review of the transaction, Jackson named Grimes as his personal legal advisor – at the university’s expense. Once the former counsel’s contract expired, Jackson was certain to ensure that her contract was not renewed and that Grimes was appointed as B-CU’s general counsel.

Serving two ‘masters’
Now that Jackson has departed and Grimes himself has publicly acknowledged evidence of impropriety during Jackson’s administration, to whom will Grimes’ allegiance lie? Having served as legal counsel to Jackson, may Grimes become a witness in or subject of a future investigation, including a criminal investigation?

Already, Grimes has been called as a witness in the civil action filed by Trustee Ray Brinson, who sued to be returned to the board after a wrongful removal stemming from Grimes’ legal advice.

Will Grimes be compelled to raise the attorney-client privilege as Jackson’s legal advisor and general counsel in the event Grimes becomes a target in any pending or future investigations concerning any of the questionable transactions during Jackson’s tenure?

How can the board – that should have at once been reticent to appoint Grimes as interim president, given his close relationship with Jackson – consider elevating Grimes into the permanent post when the dust behind Jackson’s chariot has yet to clear?

Wife also involved?
In addition to the potential conflicts of interest that Grimes’ personal involvement in the past administration raise, Grimes’ wife Daisy is inextricably tied to the Jackson administration.

Essentially, Mrs. Grimes worked as special assistant to Hakim Lucas, former vice president of Institutional Advancement, who also scurried out of B-CU under his own dark clouds. Lucas was integrally involved in much of the spending at the university and the dormitory deal. How much does Mrs. Grimes know as to the questionable fundraising and excessive spending? What involvement may she have had working in the office with the surreptitious delving into the university endowment and its substantial reduction?

With such unanswered questions, one can’t help but wonder if a Grimes presidency would not be yet another tool of obfuscation and obstruction to any meaningful fact-finding effort. If alumni and friends of the university are seeking greater engagement and transparency, Grimes has already demonstrated that he will be no friend to alumni or their interest in participating in the governance of the school or promoting transparency.

Reinterpreted bylaws
As general counsel in a lawsuit brought by the National Alumni Association (NAA) to enforce its right to appoint an alumni representative to the board, Grimes reinterpreted the board’s bylaws in contravention of its intent and past practices so as to exclude the duly-appointed NAA alumni representative from being seated.

In Brinson’s litigation brought to enforce the board to comply with its bylaws, Grimes advised Michelle Carter-Scott, chair of the Nominations and Governance Committee of the board, to recast the very plain meaning of the bylaws to erroneously and prematurely terminate the service of Brinson, a former NAA president. Notably, Brinson was removed after he had become increasingly persistent in raising questions about the financial position of the university under Jackson’s presidency.

Not only is Grimes a vestige of Jackson’s administration, he lacks the requisite skills and experience to lead B-CU at this critical hour. While he has over 25 years of experience on the circuit court bench primarily handling juvenile and family matters, he lacks meaningful experience in academia, management and in fundraising.

Moreover, the track record he has accrued by publicly and campaigning in support of an alliance between B-CU and Arizona Summit Law School is worthy of every ounce of derision it has received in the media.

Failed law school
This alliance was intended as a means to diversify the legal profession by allowing B-CU students to receive law degrees from the much-maligned law school. The for-profit Summit Law suffered years of failing academic standards, being out of compliance with admissions standards and low bar passage rates that ebbed at 25 percent, until the American Bar Association put it out of its misery and suspended its accreditation last year.

In no way does such an alliance place B-CU students on any path to excellence or deliver on the promise of the high-caliber education Dr. Bethune conceived so many years ago.

The grave circumstances at B-CU demand that the board appoint a trusted and competent president to lead the university. The appointment of the next president may well determine the survival our beloved institution.

As such, the board must now seize the opportunity to seek its own redemption, restore credibility to our institution and begin to right the ship.

Take action, or resign
The foxes can no longer guard the hen house. The exigencies of the day do not allow for on-the- job training.

It is imperative that the board impanel a credible presidential search committee to work diligently and transparently in the best interest of the university, free of the influence of friends, cronies and associates. Anything less than that greatly undermines the school’s ability to remove the dross of the past administration and threatens its very existence.

I implore each member of the board to reaffirm your commitment to discharging your statutorily required fiduciary duties.

If, however, you appreciate the gravity of your role and find that the decisions are too weighty, the challenges too burdensome or inconvenient, or the splendor of placing your membership on your résumé has lost its shine, or that you are simply unable or unwilling to exercise the requisite care and loyalty to participate in governing the university, I urge you to abide by a moral and legal obligation to resign. Otherwise, our beloved B-CU is counting on you to do better and to seize this opportunity to finally get it right.

Johnny L. McCray, Jr., a member of B-CU’s Class of 1978, is an attorney based in Pompano Beach.

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