Signing code of conduct acknowledgement form
In 2017, as I began my first term as of governor, I had to sign a form acknowledging I had read the code of conduct and would be bound by it. The form hasn’t changed, but the code the form references has changed. In fact, the earlier code was less restrictive and more tolerant of a potential diversity of perspective amongst governors. Nonetheless, my previous comments still pertain:
The very first listed duty of a member of the UBC Board of Governors "act in the best interests of the University and with a view to advancing its welfare" (clause 3.1.1) and that furthermore each member shall "exercise the care, skill and diligence that would be exercised in the same circumstances by a reasonable person having both: the knowledge and experience that may reasonably be expected of a Governor; and the knowledge and experience of the specific Governor" (clause 3.1.4).
Each member is expected to sign an acknowledgement of these duties and to agree to be bound by the code of conduct. My form is shared alongside this post. You will note that I appended a note to the effect that in my viewpoint the reasonable person doctrine does not mean that I am compelled to agree with the recommendations or decisions of the majority.
To me there are two very important underlying issues: (1) how does one decide what constitutes the "best interests of the university" and (2) in what manner might the the legal doctrine of acting as a "reasonable person" be a way of compelling consent against one's better judgement. These are interesting guiding principles that, while based in law, are also social constructions that can reasonably be interpreted and understood in a manner of differnt ways.
It has been my observations of the past few years that the idea of what is in the best interests of the university has been collapsing into a fairly narrow band of economic terms tied to a very restricted idea of fiscal responsibility. As an outsider to the BoG (I don't take formal office until March 1, 2017, it has seemed that more general social values are being displaced by a limited idea of fiscal responsibility and revenue generation. Universities at their best are places in which ideas can foment. Such ideas are not necessarily directly translatable into income generating enterprises. I am very much concerned that the best interests of our public university is not being served by the language of profit, innovation, and spinoff. Universities have a place in generating pure knowledge untrammelled by industrial interests and ideas that can spur free thinking, critical insight, and civic mindedness. If innovative solutions to societal concerns is at the heart of our university then we need to throw off the narrow blinders of cost/benefit idea of what is in the university's best interest.
The idea of a reasonable person is a legal fiction, it is a kind of average person. The code of conduct modifies the notion by adding a reference to the specific knowledge that a governor may hold by virtue of being a governor and the specific and individual knowledge that a specific governor may hold due to their own personal history and experience. This creates a threefold set of criteria for being 'reasonable:' (1) a normative criteria, (2) a secret knowledge criteria, and, (3) a personal life history criteria. Ultimately this creates code of behaviour in which there is really no clear single right response. Ultimately, the expectation is that any decision I make needs to be clear, transparent, and that the basis for arriving at a decision be made available to those who ask. It tells me that my decisions can not be made simply because someone tells me it's the right decision. It tells me that my decisions on the board must be made by me acting free from the influence of other board members and that I should be able to explain how I arrived at my decision.
I am looking forward to having the opportunity to share my unique personal and professional experience as a UBC faculty member, a native British Columbian, an Indigenous scholar, a parent, a partner, a resident of UBC's administrated residential neighbourhoods, and a person as I participate in shaping the policy and operational concerns that will ensure UBC's best interests as BC's flagship research university thrives and advances. I shall do this by acting publicly, transparently (within the bounds of the code of conduct) and by continually advocating for greater democratic transparency in all board operations.
The 2023 version of the code of conduct has a couple clauses (more than a couple) that weren’t there in 2017. These clauses have the potential to limit the ability of governors to carry out their duty to act in the best interest of the university. Furthermore, the code puts surveillance of conduct into the delegated hands of the governance committee as opposed to the entire board.
As in the past, I am sharing my signed acknowledgement form (see below). This time with an expanded ad hoc comment. Two clauses stand out to me that require comment: 4.1 (duties) 4.2 (expectations).
The code of conduct worries that governors may actively seek to undermine Board decisions (clause 4.1). The way in which this clause is written grants wide interpretive powers to the governance committee that oversees and regulates the compliance of governors. What does it mean to ‘respect’ a board decision? Say nothing about it? Or, is it possible to publicly disagree? What avenues are there for putting motions to reconsider past decisions? Does clause 4.1 of the code of conduct preclude healthy dissent? I will have to trust that I can continue to say I disagree with tuition increases, for example, and that if it were up to me I would be finding alternatives to fund the cost of education. Does that mean I am undermining the decision of the board to raise tuition fees every year for more than a decade? I hope not, as I have no intention to stay quiet in matters of principle. Nor do I intend to retreat from having the courage of my convictions to speak when it is a matter of principle, not to be afraid to offer a dissenting or unexpected perspectives, or to avoid asking questions others may find difficult. I have always done so and can see no good reason not to continue to do so.
Clauses 4.2 of the code of conduct states, among other things, that the Chair of the Board is the only person who can speak for the board. A reasonable thing, and a point I whole heartedly agree with. But then this clauses goes on to say a governor “must act in a manner consistent with the board protocols.” The protocols, or at least one set of them, are located in the board manual. The gist of it is a strong recommendation to have the board secretary and chair vet anything a governor might say in any public forum - that’s a fairly strong incentive to stay quiet. It is reasonable to advise one’s colleagues, but it is overly intrusive and problematic to have speaking notes vetted by the secretary and chair. Sometimes universities can’t control the narrative and the powers that be may incorrectly be equating their personal interests with the best interests of the university. Having those same powers vet internal voices of dissent may, in some cases, be a conflict of interest.
For most decisions and most of the time the deliberations and work at the board proceeds with very little real disagreement. Most governors do tend to share viewpoints in ways, despite themselves, that result in common outcomes. The test is in those rare moments of principled disagreement. For a board to work well in those moments it has to train itself to tolerate difference, not train itself into compliance.
