Report: Whitmer should consider removing two Michigan State trustees

• An outside firm finds that two Michigan State University board members violated board policies and bylaws
• The firm recommends the governor consider removing trustees Rema Vassar and Dennis Denno
• The Michigan Constitution leaves it to state voters to elect the boards at MSU, University of Michigan and Wayne State

Two Michigan State University board members violated policies and bylaws and Gov. Gretchen Whitmer should consider removing them, according to a report released Wednesday. 

Miller & Chevalier, a law firm, released a 66-page report on its investigation into alleged MSU board member conduct. 

The report concludes that board chair Rema Vassar and trustee Dennis Denno “engaged in conduct that exceeds the scope of their authority” and “created a fear of retaliation amongst administrators and other MSU personnel.”

Among other things, the report found they provided students “confidential and inaccurate information” as part of an effort to “embarrass and unsettle” Interim President Teresa Woodruff, encouraged a “a campaign of personal attacks” against Jack Lipton, the Faculty Senate chair, and behaved inappropriately following last year’s mass shooting on campus

The report is a result of a monthslong investigation into board member actions after trustee Brianna Scott sent a letter to fellow trustees in October, in which she leveled several allegations against Vassar and called on Vassar to resign. Vassar joined the board in 2021 and has chaired the group since January 2023.

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In the letter, Scott accused Vassar of violating board rules and bullying other university leaders.  

“Since the election of Dr. Rema Vassar as chairperson — an election in which I was the deciding vote — the (board) 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,” Scott wrote in her letter. 

Vassar refused to resign and said in a statement that the allegations were “fabrications” and “untruths.” 

A day after the Scott’s letter was released, Trustee Dan Kelly, who chairs the board’s committee on audit, risk and compliance, announced he was requesting an examination of these claims. The university hired Miller & Chevalier on Oct. 30, according to the report. 

Now, less than a week before a new university president starts, MSU has released the findings from the firm. 

Vassar and Denno did not immediately respond to a request for comment.  Vassar’s term ends in January 2029 and Denno’s term ends in January 2031. 

The firm identified several issues at play at the university: a history of recent crises, including how the university responded to the Larry Nassar scandal and rapid turnover in presidential leadership; a tendency for trustees to overstep their roles, a fear of retaliation and frequent incivility among board members. 

In addition to allegations of smear campaigns against Woodruff and the Faculty Senate chair, the report alleged Vassar “inserted herself in phone calls between the Administration and grieving families” after a gunman killed three students last year, and Denno attempted to “exert influence” over the firm charged with creating an after action analysis of the campus shooting. 

Vassar also is alleged to have violated ethics policies by accepting a private jet and courtside tickets from a donor. 

The firm interviewed 43 people including board members, administrators, faculty, MSU community members and media.

It conducted 69 interviews between November 2023 and February 2024. The firm said Vassar participated in three interviews for a total of about 15 hours. According to the report, six out of the eight board members granted the firm access to their cellphones, while Vassar and Denno did not. 

“Much of the conduct that Miller & Chevalier investigated arose from a misunderstanding or misapplication of shared governance principles,” the report states.

“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 law firm’s report addresses various allegations, including that Vassar attempted to negotiate a settlement with the former business school dean that was outside her scope of authority. The firm said evidence supports the conclusion that Vassar “attempted to either overtake the negotiations process, or inject herself into the negotiations and introduce a board statement that would impact negotiations” without properly coordinating or consulting with legal counsel. 

The report also states that Denno said at the end close of his final interview that if the report “solely attacks” Vassar, then Denno would “publicly say this is a public lynching.” 

As for Scott, the report said she violated a standard found in the board’s code of ethics by releasing the letter to the media and public with references to attorney/client communications that she was not authorized to disclose. 

Miller & Chevalier recommends Scott receive “no more than censure.”

Michigan law outlines removal procedures

The boards of MSU, University of Michigan and Wayne State are made up of members who run statewide. The other public universities in the state are governed by members appointed by the governor. 

State law allows the governor to remove members from a university board. 

“The governor shall have the power and it shall be his duty, except at such time as the legislature may be in session, to examine into the condition and administration of the said boards and the acts of the members enumerated herein and 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,” state law says.

“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.”

It is not clear if Whitmer will move toward removing the members.

“The findings outlined in the report are concerning,” Stacey LaRouche, spokesperson for Gov. Whitmer said in a statement. “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." 

Kevin Guskiewicz becomes the university president on Monday. Woodruff had served as interim president since November 2022. 

A history of scandals 

Previously, the board has been criticized for its lack of transparency in disclosing records relating to the Larry Nassar sexual assault scandal and in the aftermath of a deadly mass shooting on campus last February, and for a steady stream of infighting among its members.  

In fall 2022, Samuel Stanley Jr. resigned as MSU president citing lack of confidence in the board. His successor, Interim President Woodruff, acknowledged in a statement released after Scott’s letter that at times it has been “challenging” to “promote, support and protect the interests” of MSU. 

In recent months, the board unanimously approved a plan to release Nassar documents to the state Attorney General’s office. The board also approved $5 million settlements with each of the families of the students who died in the campus shooting. 

Where do we go from here? 

It’s unclear what exactly the board will do next. 

Kelly, the board member who chairs the audit, risk and compliance committee, said in a statement Wednesday that the board has 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.”  

University spokesperson Emily Gerkin Guerrant told Bridge Michigan that board members and university leadership were seeing the report for the first time Wednesday. 

The State News, the student newspaper, reported earlier this month that the university has already spent over half a million dollars on the investigation. The outlet included invoices from Miller & Chevalier through November and invoices for legal representation through December to get at that total.

It is not immediately clear what the total cost of the investigation is. Bridge Michigan has requested this information. 

The report makes several recommendations, including implementing a professional development plan and requiring each trustee to participate. 

The report also recommends the board undergo a “comprehensive governance review” and the board develop procedures for how the board and its members engage with university administration and the community. 

Also, the report recommends the board spend more time on board training, develop compliance guidelines for gifts and private air travel, and hire an
“independent governance expert.” 

The next public board meeting is scheduled for April 12.