Auburn University
Office of the President
107 Samford Hall
Auburn University, AL 36849

Progress Report in Response to Dr. G. Jack Allen's Letter Dated December 17, 2003

Submitted to Dr. G. Jack Allen, Associate Executive Director,
Southern Association of Colleges and Schools
Commission on Colleges

May 13, 2004

Responsible Person: Edward R. Richardson, Interim President

Prepared by: John Heilman, Senior Presidential Advisor

Introduction
This document is intended to provide a progress report as requested by the Commission on Colleges (Commission) of the Southern Association of Colleges and Schools (SACS). On December 8, 2003, the Commission placed Auburn University on Probation for a period of twelve months for failure to comply with five sections of the Criteria for Accreditation. The Commission's findings and expectations were set forth in a letter that is dated December 17, 2003, signed by Dr. G. Jack Allen, Associate Executive Director of the Commission, and addressed to Dr. William F. Walker, then-President of Auburn University. The following excerpt from that letter provides an overview:

The Commission on Colleges placed Auburn University on Probation for a period of twelve months for failure to comply with the following sections of the Criteria for Accreditation: Section 1.1 (Institutional Commitment and Responsibilities), Section 1.4 (Condition of Eligibility Three – Governing Board), Section 5.5.2 (Intercollegiate Athletics: Administrative Oversight), Section 5.5.3 (Intercollegiate Athletics: Financial Control), and Section 6.1.2 (Governing Board).
The Commission finds that Auburn University and its Board of Trustees have provided examples of progress toward compliance with the Criteria; however, the Commission requests that Auburn University submit a progress report demonstrating compliance by documenting that the changes it has made in its operations have been institutionalized so that violations of the Criteria have been remedied and may be prevented in the future. Appropriate documentation will include policies, procedures, resolutions and bylaws properly adopted by the Board with examples of implementation. . . . .

The organization of this progress report is intended to satisfy the Guidelines that Dr. Allen enclosed with his letter of December 17, 2003. Specifically, this report addresses in order the five areas of the Criteria specified in Dr. Allen's letter of December 17, 2003. The section for each of the five areas will: (1) quote the relevant section of Dr. Allen's letter; (2) discuss the issues involved and identify those actions by the University which we believe are responsive to the issues identified in Dr. Allen's letter; (3) provide "documentation of actions" that create an evidentiary record of how changes in operations have been institutionalized. Relevant excerpts from the Self-Study Report for Reaffirmation of Accreditation (Self-Study) that Auburn University submitted to the Commission in 2003 will be included as documentation for some of the sections.
It may be helpful to note that two parallel processes are under way in relation to the status of Auburn University's accreditation. One of them consists of the University's actions to demonstrate compliance as a condition for the removal of probation, and the other consists of the University's application for reaffirmation of accreditation. The reaffirmation process is well under way: the Visiting Committee's final report was transmitted to Auburn University on March 29, 2004. The five Criteria, and thus the sections of Auburn's Self-Study dealing with them, were excluded from consideration by the Visiting Committee. We have included relevant material from these sections here so that it becomes a part of the formal record for review.

SECTION 1.1: INSTITUTIONAL COMMITMENT AND RESPONSIBILITIES IN ACCREDITATION
SACS' Concerns, Findings, and Requests
The first of the five criteria that the Commission cited in placing Auburn University on probation has to do with institutional commitment and responsibilities in the accreditation process. Specifically, Dr. Allen's letter states:

Section 1.1 (Institutional Commitment and Responsibilities in the Accreditation Process) The Criteria states:

"The effectiveness of self-regulatory accreditation depends upon an institution's acceptance of certain responsibilities, including involvement in and commitment to the accreditation process.
An institution must be committed to participation in the activities and decisions of the Commission. This commitment includes a willingness to participate in the decision-making processes of the Commission and adherence to all policies and procedures, including those for reporting changes within the institution. Only if institutions accept seriously the responsibilities of membership will the validity and vitality of the accreditation process be ensured.
Each institution must provide the Commission access to all parts of its operation and to complete and accurate information about the institution's affairs, including reports of other accrediting, licensing and auditing agencies. In the spirit of collegiality, institutions are expected to cooperate fully during all aspects of the process of evaluation: preparations for site visits, the site visit itself, and the follow up to the site visit. Institutions are also expected to provide the Commission or its representatives with information requested and to maintain an atmosphere of openness and cooperation during evaluations, enabling evaluators to perform their duties with maximum efficiency and effectiveness."
The Commission on Colleges finds that Auburn University has failed to demonstrate a sufficient level of institutional commitment to the accreditation process. Auburn University has not cooperated fully in all aspects of the process of evaluation.
The Commission requests that each member of the Board of Trustees of Auburn University, including the new members, certify in writing that he or she is committed to the accreditation process, that Auburn University will cooperate in all aspects of the process of evaluation, and that it will maintain an atmosphere of openness and cooperation during evaluation.

Discussion
Auburn University is fully committed to the principles of accreditation and accepts its responsibility to cooperate with the Commission in an effective process of peer evaluation. This commitment was evident in the University's regular reaffirmation process. Accepting the Commission's call for additional evidence of this commitment, the University has also taken further steps in 2004 to demonstrate its full cooperation in all aspects of the evaluation process. We also believe that certain actions taken in 2003, prior to the Commission's decision to place Auburn University on probation, reflect a degree of institutional commitment that is consistent with Criterion 1.1:

• The Self-Study, which was completed and submitted before Auburn University was placed on probation, asserted compliance with Criterion 1.1, and stated the University's readiness to accept an honest and forthright peer assessment, and to cooperate fully during the process of evaluation.
• Auburn University administrators and faculty leadership prepared responses to all 99 internal recommendations and suggestions made by the Self-Study Steering Committee, even though Southern Association of Colleges and Schools (SACS) does not require the preparation of such responses for the "suggestions," which made up 88 of the 99 items. These responses are contained in the Addendum to the 2003 Self-Study Report, which like the self-study was completed before the University was placed on probation. We believe that the effort involved in responding to the suggestions as well as to the recommendations indicates Auburn University's commitment to the accreditation process and to the activities of the Commission.
• Auburn University successfully prepared for and completed the ten-year reaffirmation visit, which took place after the University was placed on probation. The visiting team, chaired by Mr. John Casteen, President of the University of Virginia, visited the campus February 22-25, 2004. The demeanor of Auburn University's leadership during the visit is suggested on page 6 of the Reaffirmation Committee Report: "Interim President Edward Richardson . . . and . . . Earlon McWhorter, Board of Trustees President Pro Tempore . . . welcomed us . . . answered all questions fully and candidly, and expressed their commitment to resolving problems that may have existed at prior times and to leading Auburn University through the remaining steps in the reaffirmation process."

Additionally, Dr. Richardson has taken several actions that we believe are responsive to the Commission's call for additional evidence that Auburn University's commitment to the accreditation process has been sufficiently institutionalized.

• On February 6, 2004 Dr. Richardson announced to the Board of Trustees that he had decided Auburn would not challenge in court SACS' decision to place the University on probation. This decision was intended to demonstrate the University's commitment to complying with SACS criteria, especially the criterion regarding cooperation in the accreditation process. Further, it removed a major obstacle to open communication between the president and the accrediting body.
• On February 11, 2004 Dr. Richardson wrote to Dr. Allen to confirm his intention to cease legal action against SACS. It should be noted that Auburn University's withdrawal from its legal action has been complicated by the decision of a faculty member to file an action against the University by way of intervention in the same case. The result is that the case remains open until the faculty member's claim is resolved.
• On February 20, 2004 Interim President Richardson, Board President Pro Tempore Earlon McWhorter, and Alabama Governor Riley met with Dr. James T. Rogers, Executive Director of the Commission, and Dr. G. Jack Allen, Associate Executive Director, in Atlanta in order to re-establish open, positive lines of communications between Auburn University and SACS and to discuss what Auburn University needed to do to be in compliance with SACS criteria.
• On April 26, 2004 Dr. Richardson wrote to Dr. G. Jack Allen to request that he review, as agreed at the February 20, 2004 meeting, resolutions to be placed before the Board on issues of minority control of the Board, conflict of interest (Code of Ethics), appropriate delineation of Board and administration responsibilities, appropriate communication between Board and administration, and the reaffirmation of the Board's commitment to institutional governance and the accreditation process. We believe that the action of submitting these Board resolutions to SACS for advance review is itself a demonstration of Auburn University's commitment to cooperate fully during the process of evaluation. Given the centrality of the letter and the accompanying resolutions to the University's efforts to demonstrate compliance, these documents are reproduced in full in the appropriate "documentation of actions" sections of this progress report.
• On May 7, 2004 the Board of Trustees approved, by unanimous roll-call vote of the members present, a resolution expressing the Board's commitment to the accreditation process. All five newly seated members of the Board (Mr. Charles Ball, Dr. Dwight Carlisle, Mr. Charles McCrary, Ms. Sarah Newton, and Ms.Virginia Thompson) were present and voted. This vote shows, as a matter of public record, that each trustee has expressed individually a commitment to the accreditation process. This resolution is intended to respond to SACS' request that "each member of the Board of Trustees of Auburn University, including the new members, certify in writing that he or she is committed to the accreditation process, that Auburn University will cooperate in all aspects of the process of evaluation, and that it will maintain an atmosphere of openness and cooperation during evaluation." The two Board members who were absent from the May 7, 2004 meeting, Governor Bob Riley and Reverend Byron Franklin, have signed statements affirming their support for this resolution.
• Dr. Richardson looks forward to welcoming and cooperating fully with the Commission's Special Committee on September 28, 2004 in their review of the present progress report.
Documentation of Actions
• Action: Auburn University administrators and faculty leadership prepared an Addendum to the Self-Study which responded to all 99 internal suggestions and recommendations made by the Self-Study Steering Committee. Documentation: The following statement appears on page 1 of the Addendum: "Although the Commission does not require institutions to report on actions taken in response to internal suggestions, the ‘Fix-It Committee,' led by President Walker, requested from the appropriate administrative unit leaders not only a response to the Self-Study's 11 recommendations but also to each of its 88 suggestions."
• Action: Successful preparation for and completion of ten-year reaffirmation visit. Visiting team was highly complimentary. Documentation: excerpt from page 6 of Reaffirmation Committee Report, quoted above: "[Dr. Richardson and Mr. McWhorter] welcomed us . . . answered all questions fully and cordially, and expressed their commitment to resolving problems that may have existed at prior times and to leading Auburn University through the remaining steps in the reaffirmation process."
• Action: President Richardson announced to the Board on February 6, 2004 that he had decided that Auburn University would not challenge in court SACS' decision to place the University on probation.
Documentation: The following statement appears on page 2 of the approved minutes of the February 6, 2004 Board meeting: "Dr. Richardson then presented his report that covered . . . the SACS lawsuit and the decision to withdraw the suit against SACS . . . ."
• Action: On February 11, 2004 Dr. Richardson wrote to Dr. Allen, with a copy to Mr. Peter Degnan, the lead attorney representing Auburn University in its litigation with SACS, to indicate his intent to cease legal action against SACS.
Documentation: the text of the letter follows.

February 11, 2004

Dr. Jack Allen
Southern Association of Colleges and Schools
1866 Southern Lane
Decatur, GA 30033

Dear Dr. Allen:

This is to confirm that during a February 6, 2004 Board of Trustees meeting I announced my decision to cease any further legal action in regard to SACS. Auburn's attorney, Pete Degnan, upon receiving a copy of this letter will so inform the court.

It is Governor Bob Riley's and my desire that we visit with SACS staff to better focus on correcting the deficiencies cited in our probationary letter. Upon receiving possible dates from the Governor, I will again contact your office.

Auburn is looking forward to the SACS visit on February 22 and trust all will go well.

Sincerely,

Edward R. Richardson
Interim President
c: Mr. Pete Degnan

ERR/bw

• Action: On February 20, 2004 President Richardson, Board President Pro Tempore Earlon McWhorter, and Alabama Governor Bob Riley visited the SACS Executive Director and the Associate Executive Director assigned to Auburn University. Documentation: referenced in Dr. Richardson's letter of February 11, 2004 to Dr. Allen.
• Action: On April 26, 2004, Dr. Richardson wrote to Dr. Allen to request that he review, as agreed at the February 20, 2004 meeting, resolutions to be placed before the Board. Documentation: copy of letter follows; the resolutions are provided in the appropriate "documentation of actions" sections of this report.

April 26, 2004
Dr. G. Jack Allen
Associate Executive Director
Southern Association of Colleges and Schools
Commission on Colleges
1866 Southern Lane
Decatur, GA 30033

Dear Dr. Allen:
I appreciate your agreeing to review the actions that I intend to recommend to the Board of Trustees designed to provide further documentation addressing the five areas of concern identified in your letter of December 17, 2003. Attached you will find a proposed resolution (Attachment A) which I intend to bring before the Board at its meeting on May 7, 2004. The resolution is intended to achieve the following objectives:

1. Reaffirm the Board's commitment to the principles of institutional governance, self-regulatory accreditation and the accreditation process.

2. Broaden the Board's existing conflict of interest policy to protect against control of a majority of the Board by a minority cohort or by entities external to the University.

3. Reaffirm the Board's commitment to the existing communications policy which directs Board members to interact with the University's administrative staff through the President or with his approval.

In addition, it will be my recommendation to the Board at the May 7, 2004 meeting that it abolish the Athletic Committee and create an Audit Committee. (Attachment B) The Audit Committee's duties would include oversight of the University's financial affairs and operations, as well as administration of the disclosures required in the Code of Ethics. Assuming that the Board agrees to the committee restructuring suggestions, I shall propose that the Bylaws be revised in accordance with the restructuring plan at the June 11, 2004 meeting.

After carefully considering and researching SACS' concerns regarding the University President's control of athletic funds, and to further demonstrate that control, I have closely overseen, and fast-tracked, the organization of the Tigers Unlimited Foundation, Inc.("TUF"). Please recall that TUF is a private 501(c)(3) foundation, the purpose of which is to raise funds for Auburn athletic programs. In conjunction with that entity's formation, I have further directed and overseen the adoption of an Operating Agreement between the University and TUF which requires express Presidential approval for all funds expended within the Auburn Athletic Department. The Operating Agreement was adopted on April 21, 2004. Please know that athletic funds are within my control. 
With respect to SACS' concerns regarding the delineation of the Board's roles and responsibilities, I attach for your review the following official documents of reference: (i) Amendment 670, Constitution of Alabama of 1901; (ii) Code of Alabama 1975, Section 16-48-1; and (iii) the Bylaws of the Auburn University Board of Trustees. (Collectively Attachment C) After reviewing the applicable provisions of our sister entities' responses to these important criteria, I believe you will find these documents, and the declarations therein, to be responsive to the applicable criteria.
I look forward to working with SACS to resolve Auburn's accreditation issues and appreciate your offer of timely assistance, so I that I may submit these proposals at the May 7, 2004 meeting of the Board. I continue to meet with Members of the Board, old and new, to stress the importance of their prompt attention to the issues herein addressed. I look forward to your response.

Sincerely,

Edward R. Richardson
Interim President

• Action: On May 7, 2004 the Board approved, by unanimous roll-call vote of those members who were present, a resolution reaffirming its commitment to the principles of institutional governance, self-regulatory accreditation and the accreditation process. Documentation: The two Board members who were absent, Governor Bob Riley and Reverend Byron Franklin have signed affirmations of their support for the resolution, and those signed statements are available in the Board Office, 105 Samford Hall, for inspection by the Special Committee on September 28, 2004. Minutes of the Board meeting will show the unanimous vote, and will be forwarded to the Commission after the Board approves the minutes at the June 11, 2004 meeting. The text of resolution follows:

EXECUTIVE COMMITTEE RESOLUTION
COMMITMENT TO THE ACCREDITATION PROCESS

WHEREAS, the Constitution and statutes of the State of Alabama and the By-Laws of the Auburn University Board of Trustees direct that the entire management and control over the activities, affairs, operations, business and property of Auburn University shall be vested in the Board of Trustees of Auburn University; and
WHEREAS, in view of significant changes in the membership on the Board of Trustees, the commitment of the Board to the self-regulatory accreditation process, and the desire of the Board to reaffirm its commitment to the laws and regulations governing Auburn University, after study and review of national standards in higher education and of the appropriate roles of public university trustees, the Board now deems it necessary and helpful to clarify its role in the University community and to adjust its committee structure in a manner consistent therewith,
NOW, THEREFORE, BE IT RESOLVED that the Board of Trustees of Auburn University:
1. Reaffirms its commitment to the principles of institutional governance, self-regulatory accreditation and the accreditation process, as espoused by and required in the Criteria for Accreditation of the Southern Association of Colleges and Schools.
2. Reaffirms its roles and responsibilities as specified in the Constitution and statutes of the State of Alabama and the By-Laws of the Auburn University Board of Trustees.
3. Recommits itself to compliance with, and adopts as amended, the "Conflicts of Interest Policy for Auburn University Board of Trustees," as revised and now entitled "Code of Ethics," attached hereto as Exhibit A.
4. Recommits itself to compliance with the "Policy on Trustee Administration Communications" attached hereto as Exhibit B.
5. Reaffirms its commitment to principles of sound financial governance and resolves to maintain its exemplary financial status through the adoption of policies and governing instruments in support thereof. To that end, the Board adopts the resolution attached hereto as Exhibit C regarding the establishment of an audit committee and commits itself to creating such a committee with the objective of achieving this goal by the June 11, 2004 meeting.

• Dr. Richardson's letter of transmittal for the present progress report states "I look forward to welcoming and cooperating fully, with the Special Committee."

SECTION 1.4: CONDITION OF ELIGIBILITY THREE – Governing Board

SACS' Concerns, Findings, and Requests

The second of the five criteria that the Commission cited in placing Auburn University on probation has to do with the appropriate form and functioning of the University's governing board, a condition of eligibility for accreditation. Specifically, Dr. Allen's letter states:

Section 1.4 (Condition of Eligibility Three) The Criteria states:

"The institution must have a governing Board of at least five members, which has the authority and duty to ensure that the mission of the institution is implemented. The governing Board is the legal body responsible for the institution. Evidence must be provided that the Board is an active policy-making body for the institution. The Board must not be controlled by a minority of Board members or by organizations or interests separate from the Board. The presiding officer of the Board must have no contractual, employment, or personal or familial financial interest in the institution. The majority of other voting members of the Board must have no contractual, employment, or personal or familial financial interest in the institution."

The Commission on Colleges finds that Auburn University has failed to demonstrate: (1) the existence and implementation of sufficient safeguards to ensure the delineation of the roles of the Board as policy maker and the President as the Chief Executive Officer of the University: (2) the existence and implementation of sufficient safeguards to ensure that the Board is not controlled by a minority of the Board Members; and (3) the existence and implementation of sufficient safeguards to ensure that neither the presiding officer of the Board nor a majority of other voting members of the Board have any contractual, employment, personal or familiar financial interest in the institution.
The Commission requests that Auburn University provide documentation that delineates the appropriate roles of the President and Board. This documentation shall ensure that the Board is not controlled by a minority of Board members, and shall ensure that neither the presiding officer of the Board nor a majority of other voting members of the Board have any contractual, employment, personal or familial financial interest in the institution. The Commission expressly requests that Auburn University provide assurance that the newly recommended Board members have been confirmed, have taken their seats on the Board, and are functioning within the requirements of the Criteria.

Discussion

Both the Self-Study and recent Board resolutions address these issues.

• The issues of delineation of roles, minority control, and conflict of interest are addressed at pages I-6 and I-7 of the Self-Study as well as page 1 of the Addendum Auburn University submitted to follow up on the Self-Study. The "documentation of actions" section below presents excerpts from these pages that include extracts from the Constitution of the State of Alabama, comments on the evidence available in Board minutes, and an internal suggestion that the Board develop a stricter conflict of interest policy. The material included from page 1 of the Addendum shows that President Pro Tempore McWhorter was establishing a process to develop a stricter policy, with a completion date of 2004. The importance of this section is that it shows continuity of thought and action with respect to conflicts of interest: the Self-Study made the suggestion; the Addendum indicated that the suggestion was being followed up on; and a board resolution presented later in this section shows the Board-approved resolution as the result.

Also included in the following "documentation of actions" section are the texts of several approved Board resolutions:

• The policy on Trustee-Administration Communications provides for the delineation of the roles of the Board as policy maker and the President as the Chief Executive Officer.
• The Code of Ethics creates and provides for the implementation of safeguards to prevent against control of the Board by a minority of its members.
• Together with the Code of Ethics, the Audit Committee resolution reformulates and provides for the implementation of policies to ensure against conflict of interest.
• The Resolution on Proposed Changes in the Vision and Mission Statements approves Dr. Richardson's recommendations concerning Auburn University's Vision and Mission Statements. The importance of this point is that it illustrates the Board acting as the Board should act, by approving changes in the basic policy statements defining Auburn University's vision and mission. The responsibility for implementation is the domain of the administration and faculty.

Finally, the "documentation of actions" section provides

• minutes from the meeting of March 19, 2004 confirming the seating of three new trustees following their legislative confirmation; and
• committee assignments for these new trustees, confirming the beginning of their functioning within the requirements of the Criteria. It should be noted that two additional new trustees were seated at the May 7, 2004 meeting. The minutes of the May 7, 2004 meeting and subsequent meetings will be available to the Southern Association of Colleges and Schools (SACS) Special Committee on September 28, 2004, and will reflect the participation of these new members. It should also be noted that all the new members voted at the May 7, 2004 meeting in favor of adopting all the Resolutions of that date reproduced in this progress report, and their supportive votes are offered as evidence that they are functioning within the SACS Criteria.

Documentation of Actions

Documentation of actions both past and current appears in the University's Self-Study and in resolutions recently approved by the Board of Trustees.

• These excerpts from pages I-6 and I-7 of the Self-Study address delineation of roles, minority control, and conflict of interest:

Auburn University is in compliance.

The state of Alabama has established that Auburn University shall be under the management and control of a board of trustees (See Constitution of Alabama of 1901, Article XIV, sections 266 and 267. Section 266 of Article XIV was repealed by Amendment 161, and then at the November 7, 2000, election this was replaced by Amendment No. 670). The Constitution of Alabama says:

The board of trustees shall consist of one member from each of the congressional districts in the state as the same were constituted on the first day of January, 1961, one member from Lee County, two at-large members both of whom shall be a resident of the continental United States, the state superintendent of education serving on the date this amendatory language is ratified, who shall serve until leaving the office of superintendent, one additional at-large member who shall be a resident of the continental United States, and who shall succeed the current State Superintendent of Education on the board of trustees immediately upon the superintendent leaving office, and the governor, who shall be ex officio president of the board.

In 1971, by executive order of the Governor, a non-voting student member from the Auburn University campus and one from Auburn University at Montgomery [AUM] campus were added to the Board of Trustees. Additionally, on August 9, 2002, two non-voting faculty advisors, one from Auburn and one from AUM, were added by a unanimous vote of the Board. All of the Board of Trustees committees, except for the Executive Committee, have a non-voting member of the Auburn or AUM faculty as a member.
The minutes from meetings provide evidence that the Board of Trustees is a policy-making body and that it takes responsibility for the financial resources of the University. The presiding officer of the Board has no contractual, employment, or personal, or familial financial interest in the institution. Likewise, the majority of other voting members of the Board also have no contractual, employment, or personal or familial financial interest in the institution.
Although only a minority of Board members has had either direct or indirect business relationships with the University, members of the University community have expressed concerns about the potential conflicts of interest raised by those relationships. The Joint Assessment Committee (JAC), established by the Chair of the University Senate and consisting of representatives of the faculty, staff, administrative and professional employees, alumni, and students, cited such concerns in the complaint it filed with SACS in April 2001. More recently, the Board of Trustees has discussed the possible need for a more stringent conflict of interest policy to avoid the appearance of impropriety.
There is also a perception among many observers that one or more members of the Board control the operations of the body, a concern also reflected in the JAC complaint. However, in numerous public statements Board members have strongly denied such charges. These issues are currently under review by Mr. Richard Bradley, the independent investigator appointed to investigate these matters by the United States District Court in Atlanta.

Suggestion 1-1:
The Steering Committee suggests that the Board of Trustees develop a stricter conflict of interest policy relating to business dealings Board members may have with the University.

• On the issue of conflict of interest, this excerpt from page 1 of the Addendum responds to Suggestion 1-1:

Full Text of Recommendation or Suggestion:
The Steering Committee suggests that the Board of Trustees develop a stricter conflict of interest policy relating to business dealings Board members may have with the University.
Rationale/Action Taken to Date:
The President Pro Tempore of the Board of Trustees is in the process of establishing a committee to review its existing policy on conflict of interest. The final composition of the committee awaits the appointment of the three new Board members. In writing a new policy, the Board will follow the guidelines set forth by the Association of Governing Boards concerning conflict of interest and disclosure.
Person and Title: Earlon McWhorter, President Pro Tempore of the Board of Trustees
Completion date: 2004

• The Board Code of Ethics, approved as Exhibit A to the Board Resolution on Commitment to the Accreditation Process, addresses the issue of control by a minority of the Board (see especially the first "Therefore be it resolved" section):

Exhibit A
CODE OF ETHICS
(formerly adopted as "A CONFLICTS OF INTEREST POLICY FOR AUBURN UNIVERSITY BOARD OF TRUSTEES", now amended as re-written below)
WHEREAS, the Board of Trustees of Auburn University, on October 25, 1991, adopted a resolution entitled "A Conflicts of Interest Policy for Auburn University Board of Trustees;" and
WHEREAS, in accordance with accreditation requirements and emerging principles of institutional governance, the Board of Trustees now wishes to bolster such previously adopted Conflicts of Interest Policy, to rename such resolution as "Code of Ethics," and to recommit itself to the principles reflected therein; and
WHEREAS, effective governance of Auburn University depends upon the willingness of the Board of Trustees to give its time and energy for the benefit of the institution and the people of the state; and
WHEREAS, the members of the Board of Trustees hold positions of public trust and act in a fiduciary capacity that requires unquestioned confidence in their professional integrity on the part of all of the institution's constituencies; and
WHEREAS, in exercising its responsibilities, the Board of Trustees should conduct its affairs in a way that will demonstrate that its decisions are based solely and entirely upon an understanding of what is in the best interests of Auburn University; and
WHEREAS, the Auburn University Board of Trustees should consist of individuals with diverse backgrounds and successful involvement in business, industry, the professions, government, and other endeavors and, as a result, such members necessarily bring with them potential exposure to decisions that may directly or indirectly affect their outside business or professional responsibilities or their personal interests; and
WHEREAS, service on a governing board carries with it a requirement of loyalty and fidelity to the institution served, and it is the responsibility of the members of the board to govern the institution's affairs honestly, effectively and economically, and to render independent judgments where the benefit of the institution is the sole concern; and
WHEREAS, the Auburn University Board of Trustees desires that all of its transactions should be conducted in compliance with the highest ethical and moral standards and further in compliance with applicable law and in an environment where the University's constituencies are assured that any potential duality of interest or possible conflict of interest of any member of the Board shall be fully disclosed and such member shall have no involvement in any decision where such a conflict is present.
NOW, THEREFORE, BE IT RESOLVED by the Board of Trustees of Auburn University, as follows:
1. A member of the Board of Trustees shall, when making decisions in that capacity, exercise independent judgment so that no minority cohort of the Board, or organization or interest separate from the Board, controls the decisions of the Board, and accordingly, such that the sole concern of each member is the benefit of the institution.
2. A member of the Board of Trustees shall not use his or her position on the Board of Trustees of Auburn University to profit financially from any service on the Board of Trustees, except by receiving normal and customary reimbursement for expenses for service as a Trustee.
3. In order to avoid any potential or real conflict of interest involving the position of a Trustee of Auburn University and any business or economic interest which said member of the Board has, the board member shall fully and publicly disclose said interest and will not participate in the discussion, debate, or voting upon said matter. Said disclosure shall be duly noted in the minutes of the meeting of the Board of Trustees or committee, if appropriate. The Board of Trustees, or a duly charged committee thereof, has the responsibility for administering the disclosures required in this Code of Ethics.
4. No member of the Board of Trustees shall disclose confidential information regarding current or planned decisions or actions to others.
5. Upon appointment to the Board and thereafter at each annual meeting, each member of the Board of Trustees shall affirm that he or she has reviewed this Code of Ethics and will comply with its requirements on a form and in a manner set forth by the Board of Trustees, or a duly charged committee thereof.
BE IT FURTHER RESOLVED that this policy shall become effective immediately, as amended, upon approval and shall be included in the Board Policies Manual.
ADOPTED: 10/25/91
RENAMED and REVISED: 05/07/04

• The Policy on Trustee Administration Communication explicitly addresses the delineation of roles for the Board and the President:

Exhibit B

POLICY ON TRUSTEE-ADMINISTRATION COMMUNICATIONS

While the Board of Trustees has the constitutional duty to manage and control the University, it discharges that responsibility by establishing policy and selecting the President who implements that policy and administers the University accordingly. In order for the President to successfully accomplish that charge, it is imperative that a clear process for communications be established between the Board of Trustees and the administration.

Discussions concerning policy issues between Board members and administrative staff should generally be conducted within the context of committees or Board meetings at which the President or his duly authorized representative is present. Discussions outside of that context pertaining to issues which fall within the business responsibility of staff members shall be coordinated with the President's office so that the President is aware of the discussion and the issues involved and can take part in the discussion if he or she so desires.

ADOPTED: 07/23/01

• The Board Resolution creating an Audit Committee, when taken together with the Code of Ethics reproduced earlier in this section, addresses the issue of ensuring that neither the presiding officer of the Board nor a majority of voting members of the Board have any contractual, employment, personal nor familial financial interest in the institution. This resolution appeared as Exhibit C within the resolution on Board Commitment to the Accreditation Process.

Exhibit C

CREATION OF AUDIT COMMITTEE
WHEREAS, evolving national standards and changing conditions in the governance of nonprofit financial institutions warrant revisiting the current Board of Trustee committee structure; and
WHEREAS, the Association of Governing Boards (AGB) has recently published a statement on audit committees which the Board has found to be instructive as to evolving financial governance standards, and Interim President Edward R. Richardson has recommended creation of an Audit Committee to be responsive to those and similar standards; and
WHEREAS, the University's external auditor, PricewaterhouseCoopers, has recommended that the Board of Trustees form an Audit Committee; and
WHEREAS, creating an Audit Committee will enhance the Board's ability to effectively manage the assets entrusted to the University by the citizens of the State of Alabama.
NOW, THEREFORE, BE IT RESOLVED by the Board of Trustees of Auburn University that Interim President Edward R. Richardson, or such other person as may be acting as President of the University, in conjunction with the Executive Committee of the Board of Trustees, be and is hereby instructed to study the most effective method for the creation and empowerment of an Audit Committee of the Board of Trustees and to propose to the Board, for consideration at its upcoming annual June meeting, a charter for the establishment of such a committee.
BE IT FURTHER RESOLVED that the Executive Committee shall bring to the Board at its annual meeting proposed revisions to the By-Laws.

• At its meeting on May 7, 2004 the Board approved changes in Auburn University's vision and mission statements. The text of the authorizing resolution follows; the text of the revised vision and mission statements is available in the Board office, 105 Samford Hall, for inspection by the Special Committee on September 28, 2004.

Proposed Change in the Vision and Mission Statements
WHEREAS, it is essential that Auburn University have a statement that accurately reflects the vision and mission of the university; and
WHEREAS, a revised statement of vision and a revised statement of mission have been reviewed and recommended by the President, the Provost, the Planning and Priorities Committee, the Provost's Council, and the University Senate; and
WHEREAS, the Planning and Priorities Committee was charged by the President to review these statements annually.
NOW, THEREFORE, BE IT RESOLVED by the Board of Trustees of Auburn University that Edward R. Richardson, Interim President, or such other person as may be serving as President, is hereby authorized to change the contents of the present Vision and Mission Statements as shown in the attachment.

• The approved Board minutes for its meeting on March 19, 2003 show that three new trustees were seated: Charles E. Ball, Dwight L. Carlisle, and Sarah B. Newton. A condition precedent to their being seated was that their appointments to the Board be approved by the Senate of the State of Alabama as prescribed in the State Constitution. The approved Board minutes are available in the Board office, 105 Samford Hall, for inspection by the Special Committee on September 28, 2004.
• The approved minutes of the March 19, 2003 meeting also show committee assignments for these new Board members, as follows: Mr. Ball will serve on the Auburn University at Montgomery Committee, the Property and Facilities Committee, and the Student Affairs Committee; Dr. Carlisle will serve on the Auburn University at Montgomery Committee, the Investment Committee, and the Property and Facilities Committee; Ms. Newton will serve on the Academic Affairs Committee, the Agriculture Committee, and the Budget Committee. The participation by these members in committee activities, as well as their votes for all the resolutions presented at the May 7, 2004 meeting, and as well as the record of their attendance and participation at future meetings, will be documented in the approved Board minutes for the May 7, 2004 meeting, and will serve as evidence of the functioning of these new members within the framework of the SACS Criteria. The same will be true for the two additional new members who were seated at the May 7, 2004 meeting, Mr. Charles McCrary and Ms. Virginia Thompson.

 

 

SECTION 5.5.2: INTERCOLLEGIATE ATHLETICS: ADMINISTRATIVE OVERSIGHT
SACS' Concerns, Findings, and Requests
The third of the five criteria that the Commission cited in placing Auburn University on probation has to do with administrative oversight of intercollegiate athletics. Specifically, Dr. Allen's letter states:

Section 5.5.2 (Intercollegiate Athletics: Administrative Oversight) The Criteria states:

"The administration must control the athletics program and contribute to its direction with appropriate participation by faculty and student and oversight by the governing Board. Ultimate responsibility for that control must rest with the chief executive officer. It is essential that responsibilities for the conduct of the athletics program and for its oversight be explicitly defined and clearly understood by those involved."
The Commission on Colleges finds that Auburn University has failed to demonstrate the existence and implementation of sufficient safeguards to ensure that ultimate control over the athletics program rests with the Chief Executive Officer.
The Commission requests that Auburn University provide documentation that the ultimate control over the athletics program rests with the chief executive officer.

Discussion
The Self-Study's discussion of Section 5.5.2 acknowledges allegations that "the Athletic Committee of the Board of Trustees–composed of five Board members and thus a minority–exerts undue and inappropriate influence over the actions and policies of the Department of Intercollegiate Athletics."
The Self-Study's statement on this subject is that "the President is ultimately accountable for control of the athletics program. The Director of Athletics reports to and is accountable exclusively to the President." Evidence supporting this conclusion is provided in the final two paragraphs of the Self-Study's discussion. It is important to note that these paragraphs address not only the issue of ultimate control over the athletics program, but also the issue of faculty and student involvement:

In an interview, [then-]Interim President William Walker said that the situation (with respect to institutional control of athletics) has improved considerably and that the lines of communication between his office and the Board of Trustees have been strengthened. The Faculty Athletics Representative now sits on the Athletic Committee of the Board of Trustees, and that Committee now holds open meetings and keeps minutes, which are public. Both the Faculty Athletics Representative and the Director of Athletics agree that institutional control now resides with the President.
In addition, the University Committee on Intercollegiate Athletics actively reviews the programs and operations of the Department of Intercollegiate Athletics. The Faculty Athletics Representative chairs this Committee, which has four faculty representatives, administrative representatives, the President of the Student Government Association, and the Chairs of the Staff Council and the Administrative and Professional [Assembly]. This Committee operates through a very active subcommittee system, with the Academic Standards Subcommittee regularly reviewing graduation rates, student-athlete progress towards graduation, and academic support systems.

President Richardson and the Board of Trustees have taken several steps to strengthen both the appearance and the reality of presidential control of athletics:

• On February 13, 2004 Dr. Richardson personally led the delegation from Auburn University that met with officials of the National Collegiate Athletic Association (NCAA) in Arizona to discuss allegations of improprieties in men's basketball recruiting.
• On March 25, 2004 President Richardson announced that he had decided to end the appointment of the incumbent Athletic Director effective December 31, 2004 and to appoint Mr. Hal Baird to serve as Athletic Assistant to the President and to oversee day-to-day operations of the Athletic Department in the interim. Mr. Baird reports directly to the president, and confers with him on all substantive issues that arise within that Department. Dr. Richardson has stated that the appointment will allow him to conduct a search for and appoint a new Athletic Director. When that is done, the Athletic Assistant's appointment will end.
• Working closely with Mr. Baird, Dr. Richardson personally decided to terminate the employment of the incumbent head men's basketball coach. He further personally supervised, and made the final decisions related to, searches for new head coaches in both men's and women's basketball. While it is difficult to prove that something did not happen – that no trustee influenced these processes or their outcomes – Dr. Richardson affirms without reservation that he alone was responsible for the dismissals, the searches and the resulting appointments.
• On May 7, 2004 the Board of Trustees approved a resolution which abolishes the Athletics Committee. This is the committee that some viewed as the mechanism by which a minority of the Board exercised control over athletics. At its same meeting, the Board approved a Policy on Intercollegiate Athletics. This Policy is substantially similar to a policy prepared by the Association of Governing Boards of Universities and Colleges (AGB), and is consistent with the requirements of both Southern Association of Colleges and Schools (SACS) and the NCAA. These actions are important because they (1) abolish a committee which some saw as institutionalizing minority Board control over athletics, and (2) institutionalize athletic governance in a manner consistent with recommendations of the AGB and with requirements of the NCAA and SACS.

Documentation of Actions

• Action: Dr. Richardson led the Auburn delegation to discuss with NCAA officials alleged recruiting violations in men's basketball. Documentation: testimony of Dr. Richardson; paperwork can be provided as needed.
• Action: creation of position, Athletic Advisor to the President, to manage the day-to-day operations of the Athletics Department. Documentation: the first paragraph of the contract signed by Dr. Richardson and Mr. Baird follows:

This Agreement made by and between Auburn University (hereinafter called "University") and Hal Baird (hereinafter called "Athletic Assistant") WITNESSETH THAT: For and in consideration of the mutual promises herein contained, the parties hereto do hereby agree as follows: 1. University hereby employs Hal Baird as its Athletic Assistant to the President for a term of one (1) year, commencing on March 24, 2004, and ending on March 23, 2005. This Agreement may be extended by written agreement of the parties. The Athletic Assistant shall report to and serve at the pleasure of the President and shall be in charge of the daily operations of the Athletic Department until a replacement for the current Athletic Director is appointed.

• Action: Dr. Richardson personally decided to terminate the employment of the incumbent head coach for men's basketball and personally supervised the searches for new head coaches for men's and women's basketball, and decided whom to appoint to these positions. Documentation: statements on the Auburn University web site report that Dr. Richardson appointed Mr. Jeff Lebo head coach of men's basketball on April 8, 2004, (www.ocm.auburn.edu/toppage/topnews), and appointed Ms. Nell Fortner head coach of women's basketball on April 22, 2004 (www.auburntigers.com/womensbasketball/page.cfm?doc_id=7019).
• Action: dissolution of the Athletics Committee of the Board. Documentation: Dr. Richardson's letter to Dr. Allen dated April 26, 2004 includes as an attachment a draft resolution to which, as revised, the Board gave formal approval at its meeting on May 7, 2004. The official minutes of the June 11, 2004 meeting will contain the approved resolution. The attachment to Dr. Richardson's letter, reproduced in its entirety earlier in the section of this Progress Report dealing with Criterion 1.1, includes this statement from the draft resolution:

The Athletics Committee of the Board of Trustees is abolished, and Interim President Edward R. Richardson . . . shall present to the Board for formal adoption a Policy on Intercollegiate Athletics, substantially similar to the draft policy attached as Exhibit C, that will be consistent with both SACS and NCAA requirements, and [the President will keep] remaining Board Committees apprised of issues within their respective charges dealing with Intercollegiate Athletics matters.

The resolution presented included the actual Policy on Intercollegiate Athletics rather than a draft and the Policy was approved. That Policy is substantially the same as the draft provided to Dr. Allen in the April 26, 2004 letter from Dr. Richardson and is set forth in full in the next item below.
• Action: Board approval of a Policy on Intercollegiate Athletics that is consistent with SACS and NCAA policy. Documentation: see the paragraphs immediately preceding this paragraph. The adopted resolution reads as follows.

BOARD RESPONSIBILITIES FOR INTERCOLLEGIATE ATHLETICS
WHEREAS, the Board of Trustees is charged pursuant to the Constitution and statutes of Alabama, with oversight of all aspects of the University, including but not limited to oversight of its athletics programs; and
WHEREAS, consistent with its commitment to principles of sound institutional governance, the Board wishes to modify its athletics governance structure to exercise authority only in such manner as is necessary to oversee policy issues within its athletics programs; and
WHEREAS, the Association of Governing Boards (AGB) has recently issued a Statement on Board Responsibilities for Intercollegiate Athletics, outlining recommendations for Board of Trustees oversight of athletics, that the Board finds to be informative; and
WHEREAS, adoption of a Policy on Intercollegiate Athletics, and the dispersion of athletics oversight into the Board's existing committee structure, will enable the Board to oversee and monitor athletics policy in a manner which is comparable to that employed with other Auburn University programs.
NOW, THEREFORE, BE IT RESOLVED by the Board of Trustees of Auburn University, with the support and recommendation of Interim President Edward R. Richardson, that the attached Auburn University Policy on Athletics (Exhibit A) is hereby adopted, and that the Athletic Committee is dissolved and its responsibilities shall be carried out by a broad range of Board committees as outlined in Auburn University Policy.

Exhibit A
Policy on Intercollegiate Athletics

The Auburn University Board of Trustees reaffirms its responsibility to oversee and monitor policies and practices concerning intercollegiate athletics. In accordance with this responsibility, the Board of Trustees:

1. Acknowledges its constitutional and statutory obligation to "manage and control" the University, commits itself to the most effective administration of that duty, and as such, delegates to the President of the University the full conduct and control of Auburn's athletics program, holds the President responsible for it, and includes this responsibility among those assessed during presidential performance reviews.
2. Requires the President to report to the Board of Trustees annually and periodically as necessary (as outlined below) regarding the President's fulfillment of his responsibilities for the athletics program, even as it extends full support to the President in execution of his responsibility for intercollegiate athletics. The President's reports shall include, as pertinent to board policies, information concerning the operations of the Athletics Department and Presidential actions taken or to be taken in compliance with this Policy on Intercollegiate Athletics.
3. Designates its Academic Affairs, Student Affairs, Finance, and Executive Committees with ongoing responsibility for diligent review of the President's annual report on athletics programs and, as advisable, further research into areas of athletics policy. Other committees and task forces, each from its own perspective, shall further be charged with review of the athletics program insomuch as policy to be reviewed falls into such committees' legally charged areas of responsibility.
4. Sets and reviews expectations of the overall benefits the University may expect from the Athletics program and requires that there be an Athletics Department mission statement.
5. Approves, with the President, benchmarks and standards for success.
6. Verifies that the intercollegiate athletics program reflects and supports the University's academic values and mission.
7. Reviews and approves the athletics budget, along with all others within the University, all within a full understanding of the complex finances of the department. Proposals for significant capital improvements are to be approved by the Board within the framework established by already existing policies. The Board makes sure that all funds raised by affiliated organizations and spent on athletics are controlled and overseen by the President.
8. Confirms that the President reviews and monitors institutional compliance with Title IX requirements, reviews and discusses the results of the NCAA self-study process, monitors the independent audit of the department required by the NCAA, and reviews the athletics department's compliance with other laws or regulations to which the University is subject.
9. Monitors the compensation packages of the athletic director and head coaches of major sports.
10. Regularly reconsiders its policies with respect to athletics, for both currency and completeness.
11. Agrees to include a thorough review of athletics policy issues as a part of its orientation of new trustees.
12. Requires the President to review and report to the Board regarding admissions policies, financial assistance, graduation rates, transfer rates, declared majors, and academic support for athletes, all as compared to the general student population and to statistics from peer institutions.

The Auburn Board of Trustees long has taken great pride in the University's athletics programs, stands firm in its commitment to athletics as a vital component of Auburn's institutional reputation and success, and affirms its responsibility to exercise careful oversight of policies and procedures concerning Intercollegiate Athletics.

SECTION 5.5.3: INTERCOLLEGIATE ATHLETICS: FINANCIAL CONTROL
SACS' Concerns, Findings, and Requests
The fourth of the five criteria that the Commission cited in placing Auburn University on probation has to do with financial control over intercollegiate athletics. Specifically, Dr. Allen's letter states:

Section 5.5.3 (Intercollegiate Athletics: Financial Control) The Criteria states:

"All fiscal matters pertaining to the athletics program must be controlled by the administration, with ultimate responsibility resting with the chief executive officer. If external units (alumni organizations or foundations) raise or expend funds for athletic purposes, all such financial activities must be approved by the administration, and all such units shall be required to submit independent audits."

The Commission on Colleges finds that the Chief Executive Officer has not exercised sufficient control over athletic funds held by the athletic foundation.
The Commission requests that Auburn University provide documentation that the Chief Executive Officer has control over athletic funds held by the athletic foundation.

Discussion
The President and the Board have acted to institutionalize and reconfirm the President's control over athletic funds held by the athletic foundation. Their actions are as follows:

• The President has created the Tigers Unlimited Foundation, a separate foundation for athletics, with the provision that the President must approve all expenditures of funds in the Athletics Department. By this means the President has sought to institutionalize his direct control over athletic funds held in the Foundation.
• The Board has expressly confirmed such presidential control over athletic funds by approving a resolution that states: "all funds raised by affiliated organizations and spent on athletics are controlled and overseen by the President." The Foundation is such an "affiliated organization."
• Finally, as indicated in the preceding section of this progress report, President Richardson has appointed Mr. Hal Baird to serve as Athletic Assistant to the President and to oversee day-to-day operations of the Athletic Department. Mr. Baird reports directly to the president, and confers with him on all substantive issues that arise within that Department, including the expenditure of athletic funds. His appointment represents an additional step to institutionalize direct personal presidential control over athletic funds held by, as is now the case, the Tigers Unlimited Foundation.

Documentation of Actions

• Action: creation of Tigers Unlimited Foundation, a separate foundation for athletics, with the provision that the President must approve all expenditures of funds in the Athletics Department. Documentation: the creation of Tigers Unlimited Foundation is addressed in this excerpt from Dr. Richardson's letter of April 26 to Dr. Allen, reproduced in its entirety at pp. 9-12 in this progress report:

After carefully considering and researching SACS' concerns regarding the University President's control of athletic funds, and to further demonstrate that control, I have closely overseen, and fast-tracked, the organization of the Tigers Unlimited Foundation, Inc.("TUF"). Please recall that TUF is a private 501(c)(3) foundation, the purpose of which is to raise funds for Auburn athletic programs. In conjunction with that entity's formation, I have further directed and overseen the adoption of an Operating Agreement between the University and TUF which requires express Presidential approval for all funds expended within the Auburn Athletic Department. The Operating Agreement was adopted on April 21, 2004. Please know that athletic funds are within my control.

• Action: At its May 7, 2004 meeting, the Board approved a resolution that, among other things, affirms presidential control over athletic funds. Documentation: paragraph 7 of the Board Resolution on Policy for Intercollegiate Athletics, reproduced in its entirety as "Exhibit A" at pp. 34-36 of this progress report, speaks directly to the issue of financial control:

7. [The Board r]eviews and approves the athletics budget, along with all other within the University, all within a full understanding of the complex finances of the department. Proposals for significant capital improvements are to be approved by the Board with the framework established by already existing policies. The Board makes sure that all funds raised by affiliated organizations and spent on athletics are controlled and overseen by the President.

• Action: creation of position, Athletic Advisor to the President, to manage the day-to-day operations of the Athletics Department. Documentation: the News Page at the Auburn University web site reports: Auburn Interim President Ed Richardson announced March 25 that Hal Baird has been named Athletic Assistant to the President. Additionally, the first paragraph of the contract signed by Dr. Richardson and Mr. Baird is reproduced as documentation at p. 32 of this report.

SECTION 6.1.2: GOVERNING BOARD
SACS' Concerns, Findings, and Requests
The fifth of the five criteria that the Commission cited in placing Auburn University on probation has to do with the governing board. Specifically, Dr. Allen's letter states:

Section 6.1.2 (Governing Board) The Criteria states:

"Although titles and functions vary, the governing Board is the legal body responsible for the institution and for policy making.
Except under clearly defined circumstances, Board action must result from a decision of the whole, and no individual member or committee can take official action for the Board unless authorized to do so. The duties and responsibilities of the governing Board must be clearly defined in an official document.
There must be a clear distinction, in writing and in practice, between the policymaking functions of the governing Board and the responsibility of the administration and faculty to administer and implement policy. General institutional policies should originate within the Board or should be approved by the Board upon recommendation of the administration. Once these have become official policies, the administration should implement them within a broad framework established by the Board."

The Commission on Colleges finds that Auburn University has failed to demonstrate the existence and implementation of sufficient safeguards to ensure that there is a clear distinction, in writing and in practice, between the policy making functions of the governing Board and the responsibility of the administration and faculty to administer and implement the policy.
The Commission requests that Auburn University provide documentation that delineates there is a clear distinction between the policy-making function of the governing Board and the responsibility of the administration and faculty to administer and implement policy.

Discussion
Examples of the clear distinction between the policy-making function of the governing Board and the responsibility of the administration and faculty to administer and implement policy appear not only in President Richardson's remarks at the Board meetings on January 20, February 6, March 19, and May 7, 2004, but also in resolutions approved by the Board at the meeting on May 7, 2004. This section identifies these actions and discusses how they collectively institutionalize the distinction in writing and practice. Additional evidence is provided related to orientation sessions in which new Board members have been or are being briefed on the division of responsibilities. The subsequent "documentation of actions" section documents what was done by quoting from Board minutes of the meetings involved, and from other sources as needed.

• At the January 20, 2004 meeting at which he was appointed, Dr. Richardson spoke immediately about the issues of institutional control and his responsibility for being in charge of the administration. At the February 6, 2004 meeting he continued to address governance-related issues by speaking about his decision to withdraw the lawsuit against Southern Association of Colleges and Schools (SACS). And at the March 19, 2004 meeting, he discussed his plans concerning a conflict of interest policy, a communications policy, and the establishment of an Audit Committee, and his additional plans to ask SACS to preview the corresponding resolutions when they had been drafted. These statements matter because they consistently reflect a broad-based plan to delineate responsibilities clearly. They also demonstrate consistent communication with the Board about the components of the plan and how the plan would be put into effect. Several of the Board resolutions approved at the May 7, 2004 meeting represent the initial putting into effect of the plan that Dr. Richardson described in his remarks at his first three Board meetings as Interim President. The key resolutions institutionalize the delineation of responsibilities over the broad range of issue areas that are reflected in the Criteria cited in the Commission's decision to place Auburn University on probation. These resolutions include:
• the Resolution on Commitment to the Accreditation Process, which states its intent to clarify the Board's role in the university community, and to reaffirm its role and responsibilities through additional resolutions that focus on issues of minority control, conflict of interest, lines of communication, and financial governance;
• the Code of Ethics, which provides safeguards against minority control of the Board, and against conflict of interest in relation to financial dealings with the institution;
• the Policy on Trustee Administration Communications, which explicitly distinguishes between the responsibilities of the Board and those of the President, and establishes rules for communication consistent with that delineation of responsibilities;
• the Resolution on the Creation of [the] Audit Committee, which approves in principle President Richardson's recommendation to create an Audit Committee to be responsive to financial governance standards promulgated by the Association of Governing Boards of Universities and Colleges (AGB), and which charges President Richardson with presenting a charter creating the Audit Committee to the Board at its annual meeting on June 11, 2004;
• the Resolution on Board Responsibilities for Intercollegiate Athletics, which adopts an Auburn University Policy on Athletics, dissolves the Board's Athletics Committee, and in effect modifies the Board's athletic governance structure so that the Board exercises authority only to oversee policy issues within athletic programs under its authority; and
• the Policy on Intercollegiate Athletics, which delegates to the President of Auburn University responsibility for the full conduct and control of the University's athletics program, and also provides assurance that funds spent on athletics are controlled and overseen by the President.
• On March 29 and 30, 2004 Dr. Richardson, new Board members Charles Ball, Dwight Carlisle, and Sarah Newton, and Board Secretary Grant Davis all attended a seminar on trustee responsibilities sponsored by the AGB. The seminar took place in New Orleans. The attendance by the President, the new Board members, and the Board Secretary is evidence of a shared attentiveness to authoritative information on Board and Presidential responsibilities. The collective effect of this and the other actions discussed in this section is to institutionalize the clear delineation between these responsibilities in practice.
• On June 10, 2004 Dr. Richardson plans to conduct an in-depth orientation for the Board's five new members, and one of the subjects it will address will be the delineation of Board and Presidential responsibilities. When this orientation session has taken place, Dr. Richardson's office will send the Commission appropriate documentation showing what was done.

Documentation of Actions
This section documents the actions just described by quoting from Board minutes of the meetings involved, and from other sources as needed.

• Action: Presidential statements at meetings of the Board of Trustees. Documentation: approved minutes of Board meetings summarize relevant statements by Dr. Richardson as follows. January 20, 2004: "The SACS probation is at the top of his list . . . . He then discussed institutional control at Auburn and noted that the President must be in total charge of the University's administration, within the established governance structure. He indicated that by accepting the role of Interim President he will accept responsibility for being in charge of the administration. He indicated that he will also review the format of Board meetings to focus on items truly requiring Board action and not every aspect of university business." February 6, 2004: "Dr. Richardson then covered the following areas . . . the SACS lawsuit and the decision to withdraw the suit against SACS." March 19, 2004: "Dr. Richardson then discussed the SACS requirements that included revisiting the existing conflict of interest policy and communications policy and that, as soon as drafts are prepared, he will have SACS preview them and then forward to all Board members for their review for possible approval at the May 7 meeting. . . . He concluded by stating that he would like to have an Audit Committee of the Board created at the May 7 meeting."
• Action: at its meeting on May 7, 2004 the Board of Trustees approved a Resolution on Commitment to the Accreditation Process. Documentation: the text of the approved resolution, taken from approved Board minutes, appears at pp. 12-14 of this progress report.
• Action: at its meeting on May 7, 2004 the Board of Trustees approved a Code of Ethics, a Resolution on the Creation of [an] Audit Committee and recommitted to the Policy on Trustee Administration Communications. Documentation: the texts of the approved resolutions, taken from approved Board minutes, appear at pp. 20-25 of this progress report.
• Action: at its meeting on May 7, 2004 the Board of Trustees approved a Resolution on Board Responsibilities for Intercollegiate Athletics and a Policy on Intercollegiate Athletics. Documentation: the texts of the approved resolutions, taken from approved Board minutes, appear at pp. 33-36 of this progress report.
• Action: attendance by Interim President Richardson, three new Board members, and the Board Secretary at a seminar on trustee responsibilities sponsored by the AGB. Documentation: testimony of the participants; relevant paperwork can be provided as needed.
• Action: orientation session for five new Board members on June 10, 2004. Documentation: when this orientation session has taken place, Dr. Richardson's office will send the Commission appropriate documentation showing what was done and what was presented concerning delineation of Board and presidential responsibilities.