Statements from Rema Vassar, Brianna Scott, more on recent MSU board dispute
EAST LANSING — Michigan State University Trustee Brianna Scott sent a seven-page letter Sunday to fellow trustees calling for her colleagues to ask Gov. Gretchen Whitmer to remove Chairperson Rema Vassar if Vassar does not resign.
Scott accused Vassar of "a pattern of violating our codes of conduct, ethics, and conflict of interest, including engaging in repeated undue influence, and bullying of Board members and administrators."
Here's a look at the statements Vassar, MSU Trustee Dan Kelly, U.S. Sen. Debbie Stabenow, D-Michigan, and others have released since the allegations came to light.
Allegations from Trustee Brianna Scott
"Dear Colleagues:As laid out in the State Constitution, the Michigan State University Board of Trustees is entrusted with the general supervision of the institution, including control and direction of all its expenditures and final authority over its governance. The Board delegates responsibility to the president, and through the president to other domain experts in University administration and the faculty, to create a strong and efficient organization to accomplish the University's objectives in education, discovery, and service for the people of Michigan.
"As a proud MSU graduate and mother of a Spartan, I ran for a Trustee position knowing that I was coming here to do my utmost to ensure that this University could move forward from past traumas, and to restore MSU to its well-earned national and international reputation as a leader in higher education. The Board is no place for personal agendas, bullying, or vendettas against colleagues. Since the election of Dr. Rema Vassar as chairperson-an election in which I was the deciding vote-the BOT has become more fractured, more contentious, and Dr. Vassar has developed a pattern of violating our codes of conduct, ethics, and conflict of interest, including engaging in repeated undue influence, and bullying of Board members and administrators.
"We tried to manage this behind closed doors. However, it has only led to more bullying from Dr. Vassar and potentially harmful consequences for the University we have been entrusted to protect. According to Paragraph 8 of the MSU Board of Trustees Code of Ethics and Conduct, we must "support open communication, transparency, and the free expression of ideas and will not condone any form of deceit, incivility, intimidation, silencing, or retaliation." It is with that responsibility in mind that I am calling for Dr. Vassar to resign from the Board of Trustees. If she chooses not to do so, I call upon my fellow trustees to remove her as Chair and to refer her to the Governor for removal pursuant to MCL 168.293. I make this request based upon the examples listed below of Dr. Vassar acting outside of her authority as Chair and/or as··a Trustee and the examples of bullying and undue influence.
"Examples of Dr. Vassar Acting Outside of Her Authority as Chair and/or as a Trustee
In January 2023, Dr. Vassar attempted to negotiate a settlement with Sanjay Gupta in his lawsuit against the University without authority to do so from the interim president or members of the BOT. This included Vassar authorizing a statement as part of a potential settlement that the president and BOT had not seen and did not agree with. This occurred before the BOT was named in the lawsuit, and the BOT was not informed until after her efforts failed. The interim president communicated to the BOT that this interfered with the ability of the University to effectively engage in settlement negotiations. Dr. Vassar's actions were in violation of the Board of Trustees Code of Ethics and Conduct, Paragraph 7 (which provides in relevant part: 'We will … avoid involvement in administrative matters not subject to the direct authority of the Board') and Paragraph 9 (which provides in relevant part: 'We will communicate through the President, Secretary of the Board of Trustees, or other administrator designated by the President when conducting official Universitybusiness … ').
On March 31, 2023, Dr. Vassar unilaterally (without discussing with the BOT) released the Quinn Emanuel report against the advice of MSU's general counsel and the Quinn Emanuel attorneys, who recommended that release of the report be delayed after Gupta named the BOT in his lawsuit against the University. Dr. Vassar's actions were in violation of the Board of Trustees Code of Ethics and Conduct, Paragraph 5 (which provides in relevant part: 'We will exercise responsible stewardship, uphold our fiduciary duties to the University and the State of Michigan, and ensure necessary and proper controls safeguarding public resources') and Paragraph 6 (which provides in relevant part: 'We will … not disclose nonpublic information, including privileged attorney/client communications, without proper authorization').
In April 2023, Dr. Vassar contacted the Michigan Attorney General's office regarding documents related to the Larry Nassar case without prior discussion or authority to do so from the administration or the BOT and requested that the Attorney General send a letter to the BOT asking for the waiver of attorney client privilege related to those documents. See State News article, April 21, 2023 ("Michigan State University board chair Rema Vassar contacted the state's attorney general to tell her she had the votes to release thousands of long-withheld documents relating to the university's handling of disgraced ex-MSU doctor Larry Nassar. Attorney General Dana Nessel told The State News that Vassar asked her to send the recent letter re-affirming the demand for the documents' release in hopes of reopening the investigation, and that it would bevoted on at the meeting Friday.") https://statenews.com/article/2023/04/nessel-msu[1]board-chair orchestrated-plan-to-release-nassar-documents-but-didnt-follow-through Vassar's actions were in violation of the Board of Trustees Code of Ethics and Conduct, Paragraph 7, which provides in relevant part: 'We will … avoid involvement in administrative matters not subject to the direct authority of the Board.'This action further hurt MSU and resulted in the Board being sued per the State News Report in which Attorney General Dana Nessel told The State News she had "literally no idea' why Vassar changed her mind: 'They requested this letter and said they needed it in order to be able to conduct a vote," Nessel said in April. 'Then at the meeting there's not even a vote. It's bizarre. It's perplexing. I think it does a disserviceto the survivor community as well as to the student body at Michigan State that, like us, has long awaited answers.' Vassar's actions prompted survivors of Nassar's abuse to file a lawsuit against the board. https://statenews.com/article/2023/09/crying-lying[1]crocodile-tears-nassar-survivors-skewer-msu-trustees-over-decision-to-withhold[1]documents
In spring 2023, Dr. Vassar authorized her photo with former trustee Brian Mosallam and his Spartan Wealth Management group, to be used in advertising on behalf of his private business which appeared in media across the state, including the Lansing State Journal. The caption reads 'A Spartan's Greatest strength is the Warrior Standing Next to Him Her.' The ad goes on to state, 'Her leadership is what MSU needs as weusher in the 22nd President in the university's history. Spartan Wealth Management has over 2 billion reasons to stand with you'. Dr. Vassar's appearance in an advertisement with MSU imagery and specifically referencing her position as the 'Board of Trustees Chairwoman' is not consistent with our fiduciary responsibilitiesto the University pursuant to the Board of Trustees Code of Ethics and Conduct, Paragraph 3, which provides in relevant part: 'We will avoid … appearances of impropriety.' This image appears to promote Spartan Wealth Management above other investment firms through a de facto endorsement by Dr. Vassar.
In September 2023, Dr. Vassar engaged in a text exchange with former trustee Pat O'Keefe about the leaking of Brenda Tracy's name in connection with her claim against Mel Tucker. Dr. Vassar placed a "heart" on a text that engaged in victim[1]blaming and minimizing the trauma to a claimant. The exchange also involved communications about plotting to remove interim president Teresa Woodruff and general counsel Brian Quinn. These sorts of communications with third parties about the removal of an interim president or general counsel are never appropriate for a chair of the BOT and are not consistent with the Board of Trustees Code of Ethics and Conduct which provides, in relevant part, that Trustees must "maintain and respect the confidentiality of University records and information, including personnel information." (Moreover, at no time has the BOT considered removing Woodruff or Quinn.) Even after the communications became public in an article by Deadspin, Dr. Vassar did not apologize or denounce them. See Deadspin article, October 12, 2023 ("Troubling texts between former, current MSU trustees shed new light on Mel Tucker sexual harassment allegations. The exchange, obtained by Deadspin, hint at victim blaming and a chance to use the scandal as an excuse to fire interim president Teresa Woodruff.") https://deadspin.com/texts-michigan-state-university-trustees[1]mel-tucker-1850921140
On Sept. 11, 2023, the BOT learned that a specific member of the Board of Trustees was alleged to have leaked Brenda Tracy's name to two former trustees during the pending OIE investigation involving Mel Tucker. This prompted the need for the Administration and the Board of Trustees to request an investigation to determine if the allegation is true. The investigation will cost MSU thousands if not millions of dollars, with the likely result being inconclusive, in part because Dr. Vassar has not yet allowed a forensic review of her cell phone to potentially rule her out as being the source of the leak.
In the aftermath of the horrific mass shooting on Feb. 13, 2023, Dr. Vassar overstepped her role as Chair and Trustee, as documented by the independent external After-Action Review by the firm Security Risk Management Consultants. When the BOT received a preliminary overview of the findings from SRMC before they were released to the public, Dr. Vassar inappropriately suggested to the firm consultants during their briefing to the BOT that they might consider revising the finding that she and the three other trustees who were involved had acted outside of their authority. Specifically, SRMC found: "Board of Trustees members desperately wanted to help and became involved in the incident beyond their expertise and outside of their appropriate role." The firm ultimately produced a watered-down finding regarding those trustees' involvement, but still concluded: "Our takeaway based on multiple interviews is that the Board of Trustees members wanted to help but became involved in the incident beyond the customary role and expectations of a governance board during an emergency."
On at least two occasions, Dr. Vassar has traveled on university business via a MSU donor's private jet with Mel Tucker and donors (ex.: MSU Men's Basketball game against Rutgers at Madison Square Gardens). Per the Board of Trustees Code of Ethics and Conduct, Paragraph 4, Trustees are not allowed to accept special benefits or anything of value for themselves or others in consideration of their duties as a Trustee. If accepting a flight, Trustees should pay fair market value for it. In addition, the BOT Conflict of Interest Policy states that Trustees will endeavor to remain free from the influence of, or the appearance of, any conflicting interest in fulfilling their Board duties, and no Trustee will solicit or accept any gift, loan, or other thing of value, or the promise thereof in the future, from anyone outside the University which would tend to influence improperly the manner in which the Trustee performs his/her duties. Therefore, even if the Trustee asserts that this gift will not influence their decision- making, it has the appearance of doing so and could implicitly influence the decision-making. If the flight is to an MSU event, there is an even greater appearance of influence in public duties.
The Board of Trustees Code of Ethics and Conduct, Paragraph 10, which provides in relevant part that we "will not condone any form of deceit, incivility, intimidation, silencing, or retaliation." Since becoming Chair, Dr. Vassar has bullied Interim President Teresa Woodruff on multiple occasions and has usurped her authority. In fact, she has gone so far as to admonish Interim President Woodruff about speaking independently with other Trustees, advising her that she was only to speak with Dr. Vassar. Further, she has requested Interim President Woodruff's speaking schedule and demands to be allowed to speak as well at those engagements. There are other examples of this behavior exhibited by Dr. Vassar on a regular basis - from holding meetings and discussing Board action without the knowledge or participation of the interim president, inserting herself into events handled by the president without invitation, and demanding University-sponsored events be delayed until she arrives. Specific examples include multiple meetings with Lansing officials to pitch moving university colleges and students to a Lansing site and delaying the Student Leaders Reception program for 90-minutes due to her late arrival.
During the September 2023 Public Board Meeting, Trustees were called by Dr. Vassar to come to the Administration Building early so that she could attempt to convince Trustees not to approve amendments to the Bylaws which would change the term of the Board Chairs to one year on an alternating basis beginning in January 2025. She proceeded to threaten BOT members that she would call them racist and specifically told me that I needed to "read a book" and that if we did not side with her the BOT would regret voting in support of a Bylaws amendment to change the process for selection of the chair. The reform was proposed in 2019, even before Vassar was a member of the Board. Her baseless claims of racism harmed the university. See Lansing State Journal article, September 8, 2023 "Michigan State board chair suggests bylaw change targets her because of race."https://www.lansingstatejournal.com/story/news/local/2023/09/08/rema-vassar[1]race-:michigan-state-trustees-bylaw-change/70798428007 / Also, during that meeting, questions were raised by trustees about whether Dr. Vassar's flights on private planes and sitting in floor seats at a Madison Square Garden game while on university business violated the Board of Trustees Conflicts of Interest Policy or Code of Conduct. When it was suggested that the policy or code might require paying fair market value for these benefits, Dr. Vassar refused.
This has been a difficult statement to write. I have been threatened by Dr. Vassar that speaking out against her decisions would result in her turning the Black community against me - and I myself am a Black woman. I have also been warned that speaking out will cause unwanted attention to the Board of Trustees and will harm the university and interfere with our current Presidential Search. But of the many values I've developed as a Black person, as a woman, and as a Spartan, chief among them is standing up for what's right and what is in the best interest of the university I love so dearly. Similarly, some might contend that in sharing the multitude of incidents regarding Dr. Vassar's conduct, I am violating the very Board of Trustees Code of Ethics and Conduct I repeatedly cite in this statement. However, as a Trustee and as an attorney, I must weigh the harm of sharing these internal issues against the standards of transparency we are tasked with upholding. If I must choose one, then I choose the latter.
From Rema Vassar
"I am compelled to set the record straight regarding Trustee Brianna Scott’s October 22nd letter circulated broadly to members of the MSU community and the media. The allegations leveled against Trustee Scott and two of her enablers are fabrications, misstatements, innuendo, and untruths. I am disappointed by Trustee Scott’s clear disregard of the very codes of conduct she accuses me of violating. Trustee Scott disingenuously purported to invite Board discussion while disseminating this letter to the public.
"At a time where we have a responsibility to show leadership on a Presidential search, our Title IX roles and responsibilities, a search for a head football coach, and lawsuits both pending and imminent, three Board members are focused on what I can only guess are personal grievances. This letter and the false accusations underlying it are a tremendous distraction from the important work we need to do.
"Trustee Scott accuses me of unilaterally attempting to settle the ongoing dispute with Sanjay Gupta. First, the entire Board was then and is still now engaged in this matter. Second, settlement communications are confidential and Ms. Scott, an attorney, should not have raised this in a letter she distributed to the public
"Ms. Scott alleges that on March 31, 2023, I “unilaterally (without discussing with the BOT)” released the Quinn Emanuel report. This is inaccurate. In February, after lengthy discussions, a majority of the Board voted to release the findings of the Quinn Emmanuel Report in the interest of transparency and accountability, and affirmed that decision just before it was released.
"Trustee Scott also misstates the turn of events leading up to the Board’s failure to release [former Dr. Larry] Nassar documents to the Attorney General’s office. Five current Board members ran on the promise to release the documents. After releasing the Quinn Emmanuel Report, four Trustees approached me wanting to vote on their release. When the AG’s office reached out to me, I communicated the appetite of the majority of the Board to transfer the documents to the AG’s office. The AG’s office sent a letter of request and a majority of the Board was willing to honor her request. Trustee Scott then said she spoke with Attorney General Dana Nessel, incorrectly represented our intentions, and was reportedly told that, in fact, the AG did not want the documents. Therefore, the Board decided not to give them to the AG. There is nothing improper about my actions.
"In the spirit of full transparency, I released a text exchange between myself and Trustee Emeritus Pat O’Keefe to MSU’s FOIA office in response to a FOIA request, which was then released to the media. Again, contrary to Trustee Scott’s characterization, the text exchange was one-sided with no input from me. While her letter seeks to make me responsible for the statements of others, Trustee Scott’s position lacks factual support. I have been steadfast in my duty to ensure confidentiality in all RVSM matters.
"Jones Day was hired to investigate (1) the alleged leak of Brenda Tracy’s identity to the media, (2) the recent leak of a privileged document circulated to the Board of Trustees and limited members of the University administration related to the alleged leak of Brenda Tracy’s identity, and (3) the initial leak of the Mel Tucker investigation to the media. To be clear, as I have said before, I had no involvement with the alleged leak and am not aware of any Trustees knowing the identity of Brenda Tracy prior to its public dissemination. I have been forthcoming andcooperative with Jones Day’s investigation and will continue to be. Trustee Scott’s letter, while inappropriately discussing details of an ongoing investigation, which is a breach of confidentiality and highly disruptive to the Jones Day investigation, also misstates facts about my participation in the Jones Day investigation. To date, no Board member, including the three trustees manufacturing this distraction, has produced their phones for a forensic review, and that request is part of an ongoing discussion between the Board and Jones Day. I am surprisedthat Trustee Scott, an attorney, would issue public statements that could interfere with an active and confidential investigation being conducted by outside legal counsel. I will continue to be cooperative and await the conclusion of the Jones Day investigation.
"As it relates to the After-Action Review of the Feb. 13 shooting incident on campus, it was another Trustee, not me, that raised appropriate questions and concerns about the methodology and contents of the report. A core obligation of the Board is to ensure the safety of our community and it was appropriate to engage the firm on the contents of their report — particularly as the specific request was for recommendations around our roles during crises.
"Certain Board members seek to cast dispersions on my travel decisions. The Board currently does not have a policy regarding private travel to MSU events. Previously, Board members have flown on donors’ planes without question. In fact, in 2021, I traveled with Trustee Emeritus Melanie Foster’s friend, a MSU donor, and five other Trustees and Coach Izzo to review athletic facilities of three universities. On the second flight the letter addresses, my friend, a MSU donor, invited me and several others to a basketball game. While my travel expenses are already minimal compared to most members of the Board, this trip cost the University nothing. This targeting of my travel is a testament to the disparate treatment I continue to experience while serving on this Board.
"Finally, I wholly reject the coded language of “bully” when describing me in any context. None of the assertions made regarding me and the Interim President are true. However, I did tell Trustee Scott that she should read about leadership, race and racism, and literature related to Board responsibilities. Transformative leadership calls for transparency, accountability, and clear communication — that’s how I lead. In short, there is no basis in any of the allegations in Trustee Scott’s letter. Dysfunction on the MSU Board of Trustees long pre-dates my tenure as a board member. And as the first African American woman ever elected to chair this Board, it is very disappointing that instead of showing unity and a steady hand during a tough time for our university, three members of our MSU Board of Trustees are more focused on undermining me instead of working together to do the job we were elected or appointed to do. Though I regret that we are engaging in a public debate, I could not allow these meritless allegations to go unaddressed. However, it is my hope that we can put such divisions behind us and attend to the important work of the University. After Saturday’s antisemitic debacle, the persistent racism Black students have endured, questions around the administration’s decision-making in unresolved issues related to OIE investigations, and perhaps most importantly, the task of selecting a new president, there is much work to do. Students, faculty, and staff are counting on us to ensure a bright future for this university. I will not let them down."
From trustee Dan Kelly, MSU Board of Trustees Audit, Risk and Compliance Committee chair
“I have read Trustee Scott’s letter, and in my capacity as Chair of the Board’s Audit, Risk and Compliance Committee I agree a review of whether these allegations rise to the level of a violation of our Code of Ethics and Conduct is appropriate.
“To do so, I will follow our existing practice of requesting the University’s Office of Audit, Risk and Compliance to thoroughly examine these allegations and provide an update to the ARC Chair. The University’s General Counsel’s Office initiated this review this morning. Following the completion of the review, any recommendations will be shared with the full Board, who I am confident will take the appropriate action in a fair and unbiased manner.
“Until the established process plays out, I sincerely hope that my colleagues on the Board can set aside their current distractions and return to our unanimously agreed-upon priorities of a successful presidential search, improvements to our Title IX obligations and responsibilities, and maintaining the wellbeing and safety of our entire Spartan community. All too often, Board Member comments or frustrations do not reflect the consensus of the Board of Trustees on most of the University’s pressing issues and concerns. I am confident the Board’s love of this university and commitment to public service will outweigh any distractions.”
From MSU Interim President Teresa Woodruff
“As the university bylaws state, I serve to promote, support and protect the interests of Michigan State University. As outlined in a recent trustee letter, these responsibilities have been challenging at times. Regardless of these matters, I have been unwavering in my support and dedicated work on behalf of our outstanding students, faculty, and staff as we collaboratively advance knowledge and transform lives.”
From U.S. Sen. Debbie Stabenow, D-Lansing
“These last few months have been incredibly difficult for our Spartan family, which is why having the right leadership at the university couldn’t be more important. The allegations against Board Chair Rema Vassar this week are extremely serious. Chair Vassar has clearly lost the trust of students, faculty, alumni and many of the MSU board members. I sincerely believe it’s in the best interest of the University and our state for her to resign from the board immediately.
“For the MSU community to move forward, we need new leadership we can all trust. This means board members must comply with all parts of any investigations into the deeply disturbing incidents involving the university over the last few months. It’s time for new leadership and a new start for a great school — Michigan State University.”
From U.S. Rep. Elissa Slotkin, D-Holly
"It continues to be painful to see MSU deal with problem after problem, and to have issues among the Board of Trustees distract from the mission of a great public university.
"All elected leaders should be transparent, cooperative with any & all ongoing investigations, & ultimately be accountable to the public. Leadership is putting the mission of the school ahead of self, and that is what the Board owes the entire MSU family."
Former Michigan Gov. Jim Blanchard
“Anyone remotely familiar with the dysfunctional MSU Board of Trustees is not surprised by Trustee Brianna Scott’s letter calling for Board Chair Vassar to resign and if not, be removed by the governor under the Michigan Constitution. I agree with Trustee Scott. I salute her courage. As a proud MSU graduate, I say this has gone on long enough. The chaos at the board level and the bullying of university officials by Board Chair Vassar are an open secret in East Lansing. Most trustees are afraid to admit this in public. This is what happens when people in power fail in their duty to face the truth openly.
“Most university officials are trying to be respectful of the board while they are being mistreated. This has gone on long enough. We need to stand up for them.
“In addition to the 10 transgressions listed by Trustee Scott, we have in Chair Vassar conduct unbecoming of any state official. Her constant harassment of acting President Woodruff and many other dedicated university leaders is well known. Further her threats to fellow board members, including Trustee Scott, interfere with the smooth functioning of the board. Our university deserves better.
“From all appearances, Chair Vassar treats Michigan State University like it’s her own private club. Her day to day meddling in the management of the university makes responsible governance more difficult than it needs to be. The taxpayers and our Spartan Nation deserve better.
“In addition, Dr. Vassar’s lack of cooperation in the current investigation of the Brenda Tracy - Coach Mel Tucker matter raises serious questions of legal and financial liability. Other board members who fail to cooperate may also be in jeopardy.
“As a proud MSU graduate and active member of our Spartan Nation, I think I speak for thousands of Spartans when I say we believe it’s time for our great university to be treated with the dignity and respect it deserves.”
This article originally appeared on Lansing State Journal: Statements from Rema Vassar, Brianna Scott on MSU board dispute
