Three members of U-Va. board were kept in dark about effort to oust Sullivan

Dragas called an emergency meeting of the board’s executive committee for Sunday afternoon to accept Sullivan’s resignation and authorize the rector to negotiate a severance package. But according to the sources, she called the meeting knowing that at least two members thought to favor Sullivan could not attend. Only three board members are needed for a quorum, university spokeswoman Carol Wood said. Dragas, Kington and a third member, real estate developer Hunter Craig, attended the meeting.

Caputo, an advisory director at Morgan Stanley who lives in Greenwich, Conn., had a fractured hip and was unable to travel. George Martin, managing partner at a prominent Richmond law firm, McGuire Woods, was in South Africa. Another board member, Marvin Gilliam, whose family owns a coal company in southwest Virginia, also did not attend.

(Andrew Harrer/BLOOMBERG) - Teresa Sullivan appears at a Bloomberg Innovation and Economy roundtable event in October.

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“They have a duty to be more transparent,’’ said former governor James S. Gilmore III (R), who tried to reform the way members of the Boards of Visitors were selected when he was governor. “They have a duty to tell the public what they’re doing.”

Emergency meetings do not require the same three-day notice as other board meetings. The notice for the Sunday meeting went public around 9 a.m. Sunday.

House Minority Leader David J. Toscano (D-Charlottesville) said he was troubled that the board effectively took action without a meeting, and that Sunday’s meeting involved only three people.

“It just boggles my mind,’’ he said. “You might run a company like that but this is a public institution and a small number of people should not be making a decision.”

The board unanimously voted for Sullivan two years ago, but there were concerns that she was not a Virginian and had no prior connection to the university, unusual for a U-Va. president. There were also concerns among some older alumni that Sullivan was a woman.

“I don’t think she was a compromise candidate,’’ another former board member said. “We were excited we found someone with her credentials.”

In her first year, she never received a formal evaluation, but board members said they thought she was doing a good job. “Things were going as well as they have gone,’’ a former board member said.

Dragas and two other board members gave Sullivan a performance evaluation in November, but other board members were not invited, according to one person with knowledge of the situation but not authorized to speak. Dragas later reported to the full board about the evaluation.

Dragas indicated in an email that Kington was involved in the review.

“I refer you to board meeting minutes from the fall of last year when the board adopted procedures for presidential review, which were followed,’’ Dragas wrote. “There were ongoing discussions between the Vice Rector, the President, and myself, as often as bi-weekly, on areas of presidential responsibility. At no time did I conduct a personnel review of the President with no other members present.”

Sullivan wrote a frank, 12-page Academic Strategy memo in May that expressed both her strategic concerns about the university’s academic performance and her vision for how best to respond. She gave the document to Dragas, but some other board members never received it, according to the sources.

On Thursday, the two top deputies to Sullivan issued a joint statement calling the Board of Visitors’ action “resolute and authoritative.”

The Board of Visitors has called a special meeting for Monday to discuss interim candidates to replace Sullivan. Sullivan, a sociologist and former University of Michigan provost, will have had the briefest term of any U-Va. president.

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