American University's trustees once worked well among themselves, and with school President Benjamin Ladner. Members were convivial, some close friends. Over the past 18 months, however, divisions on the board have grown into open conflict -- to the point that different factions have hired attorneys to battle over the president's future.
Students, faculty, alumni and trustees are asking questions about the 11,000-student school's fractured governing body and what it means for AU's future.
Ladner, who took over as president of the university in 1994, was suspended last month after the board began looking into his personal and travel expenses, an inquiry sparked by an anonymous letter sent to the board in March.
"What is their role, and how did this all happen if they were doing their jobs? What does 'trustee' mean?" asked Philip D. Taylor, an alumnus, emphasizing the word "trust."
With no-confidence votes passed by faculty at five of AU's six schools, and students planning an anti-Ladner protest for today, infighting among the trustees has spilled from the board room. Some trustees, speaking on condition of anonymity to protect their position, said they are pushing a plan to persuade Ladner to resign, and others want the board chairwoman to move up an Oct. 10 meeting to present a newly written contract for Ladner.
Underscoring the acrimony's intensity, trustees opposed to the board's leadership panel -- and to the lawyers they have hired -- have retained an attorney, former U.S. attorney Eric Holder. A subgroup has written the new contract for Ladner, which trustees say includes $800,000 in compensation and a salary of at least $80,000 for his wife, Nancy Ladner. Some trustees simply want Benjamin Ladner to go.
"If we [trustees] follow the lead of the deans who have shown no confidence in Ladner, and if Ben realizes that whatever he thinks about himself, other people differ, he should go gently into the good night," said trustee Paul M. Wolff, a lawyer.
Holder said the trustees he represents are concerned about the way the audit has been conducted and other governance issues.
Ladner did not return two phone calls, but he said in an interview last week: "If we come out of this and I'm still the president, I would assume that is a commitment by both sides to pick up the pieces of the acrimony and create a new community on the board. If I felt that was not there, I wouldn't really want to be president."
Once comprising about 45 members, the current trustee board is composed of 24 members plus Ladner, a combination of corporate leaders, lawyers, bankers and two representatives of the Methodist Church. AU was chartered by an act of Congress in 1893 and founded under the auspices of the United Methodist Church. Seven board members must be alumni.
For many years, the board effectively allowed the chairman to conduct business without much oversight, according to several trustees. When Ladner became president, he tried to mold the board into a more professional body, the trustees said, and brought some associates to the board and befriended a number of trustees already there.
In 1997, he signed a second contract with William I. Jacobs, then the chairman, that many trustees said they did not know about. That contract increased his compensation and included language that provided for "first-class" travel and is now a subject of contention.
It is unclear exactly how the board lines up, but nearly all executive committee members are believed to be supporting Ladner's departure, according to trustees who asked not to be named because of the ongoing probe. The committee is composed of investment banker and board Chairwoman Leslie E. Bains, former chairman and corporate leader George J. Collins, investment banker Gary D. Cohn, retired real estate developer Edward R. Carr and retired corporate executive Leonard R. Jaskol.
After several years of harmony, the unity on the board began to fray in 2004 over how much Ladner should be paid by the private Northwest Washington school, which emphasizes public service. The cohesion exploded when the board pursued an audit of his spending over the past three years after an anonymous letter questioned his spending, including first-class travel and use of a full-time chef.
Thirteen trustees, including lobbyist David M. Carmen and lawyer Pamela M. Deese, are on the self-named "ad-hoc committee" that hired Holder, but Holder said he could not say if all 13 support Ladner's continuation as president. Carmen and Deese declined to comment yesterday.
His supporters say that Ladner has helped raise the academic standing of American and only spent what his 1997 contract allowed. They say his past spending is being judged unfairly by standards that have become more rigorous in the wake of corporate scandals and think the best way to handle it is to ensure that guidelines are clear in the future.
"Looking back as Ladner was raising AU funding and doing very well overall, trustees didn't nickel-and-dime him," said trustee John Petty. "The Audit Committee admired the lift Ladner gave to the university and looked at bigger financial issues, rather than individual expenses. We relied on internal procedures for that."
Ladner critics say that he far exceeded the bounds of propriety, as well as his contract, and that his management style, spending and behavior make him unfit to continue as president.
But some of his supporters take issue with board leadership. Some said Bains should have consulted more trustees in recent months, and some were upset that it was the six-person executive committee that placed Ladner on leave without full consultation of the board.
Bains did not return phone calls.
The primary responsibility of a board is oversight, including hiring the president, keeping track of finances, academic programs, buildings and fundraising and managing risk, said Susan Whealler Johnston, of the Association of Governing Boards of Universities and Colleges.
American's board has a trusteeship committee, which worked very closely with Ladner, several trustees said.
Trustees on both sides say they are saddened by what has happened. Some say that at the next full board meeting, it is likely that some trustees will quit.