Who Speaks for the Board? The Case of the Indiana University Board of Trustees

WFIU/WTIU News reports that a recent statement by Indiana University’s Board of Trustees in support of embattled President Pamela Whitten was issued without the support or advance knowledge of at least one of its nine board members. While titled “Statement from the IU Board of Trustees” and including the phrases “[a]s the Board, we . . . .” and “[w]e, the Board of Trustees”, trustee Vivian Winston is quoted as having said in an email that she had not seen the statement before its release and did not agree with it. The statement was released shortly after an overwhelming faculty vote of no confidence in President Whitten’s leadership.

The interesting legal question raised by this is situation is who can purport to speak on behalf of a governing body and under what circumstances. For example if a majority of the board had signed off on that statement, would that be sufficient to support its language? What if that had occurred only informally and not after a formal meeting and vote by the board (or apparently notice to all board memberts)? And even if the statement was not authorized by a majority of the board, whether formally or informally, what if any penalty or consequence applies once the statement has been issued?

Lloyd Mayer