LOUISVILLE, Ky. (WDRB) – In a series of meetings lasting more than four hours on Monday, the directors of the University of Louisville Foundation managed not to talk about the elephant in the room: President James Ramsey’s increasingly tenuous position with the university’s other governing body, the Board of Trustees.

A week after several trustees pushed a “no confidence” vote in Ramsey at a bombshell meeting on March 1, the foundation board drew an unusually large number of local TV cameras for its quarterly gathering on Monday.

Ramsey lamented that the media clustered in the back of room were there not to highlight the university’s accomplishments but to witness a “spectacle” like last week’s trustees meeting. He assured the foundation directors that there would not be a spectacle on Monday.    

But it turns out the foundation board did discuss the controversy surrounding Ramsey – after first kicking the media and the public out of the room under a false pretense.

While behind closed doors -- ostensibly to talk about “pending litigation” -- the foundation directors debated making a public show of support for Ramsey as a sort of counter-statement to the dissenters on the Board of Trustees, WDRB has learned.

On Tuesday, WDRB obtained a copy of a glowing, three-page draft resolution circulated to the foundation board by its chairman, Dr. Robert Hughes, during the closed-door session.

While lauding the university’s “significant and measurable” progress under Ramsey, the resolution also takes aim at the trustees who pushed the no-confidence vote in Ramsey’s leadership, saying the foundation “rejects any public attempt to degrade the leadership of President Ramsey or the academic performance of the University as exhibited by the facts.”

Under state law, public boards are supposed to conduct their business in the open with only a few exceptions, such as discussing responses to litigation or the potential firing of a particular employee.

The foundation’s attorney, David Saffer, acknowledged in an email Tuesday that the board erred by using the “pending litigation” exception as cover to have a private discussion “related to recent reports regarding Dr. Ramsey’s service as President of both the University and the Foundation.”

Saffer said the board did indeed discuss litigation, and he maintains that the Ramsey portion of the conversation could have been properly closed to the public had the board cited a different exception to the Kentucky Open Meetings Act.

But Louisville attorney Jon Fleischaker, one of the state's most experienced media lawyers, said the discussion should not have been closed to the public under any circumstance.

"This is a substantive -- not a procedural -- violation of the law," he said Wednesday.

While Ramsey is increasingly at odds with the trustees – who are appointed by the governor – he enjoys broad support from the foundation board members, most of whom are former trustees chosen with Ramsey’s input.

The trustees oversee the general operation of the university, while the foundation, a charitable nonprofit, receives donations and manages the university’s $650 million endowment.

The foundation directors ultimately decided not to publicly endorse Hughes’ extensive statement detailing the university’s progress under Ramsey and defending Ramsey’s dual-role leading the foundation.

Some directors, though Ramsey supporters, thought it would be an “inflammatory” gesture given the controversy on the Board of Trustees, Hughes said in an interview Tuesday.

The directors ultimately settled on a milquetoast, one-sentence resolution “supporting (the) leadership of the university” and not mentioning Ramsey by name.

When the media was allowed back into the room on Monday, Hughes called on foundation vice chairwoman Joyce Hagen to summarize the closed-door discussion about Ramsey.

“We had some discussion in executive session mostly about how passionate this board is about serving the University of Louisville – how we celebrated its past successes and how we feel about the leadership that has brought us here,” Hagen said.

Then, at Hagen’s instruction, Ramsey chief of staff Kathleen Smith – the foundation’s assistant secretary – read the one-sentence statement aloud, which the directors then voted to approve without discussion.

The resolution said: “This Board of Directors supports the basic tenet of accessible collegiate education for all citizens of the Commonwealth of Kentucky and encourages the leadership of the University and its Boards to be key partners in preserving access to higher education, especially for minority and economically-disadvantaged citizens.”

However innocuous, that resolution “may be voidable” now because of the “mistake” to use “pending litigation” as a reason to exclude the public from the discussion, Saffer said Tuesday.

Saffer said he should have suggested during Monday’s meeting that the board have its Ramsey discussion under a different exception to the Meetings Act – one that allows the potential “appointment, discipline, or dismissal of an individual employee” to be done in secret.

Yet, the foundation board was not considering disciplining or dismissing Ramsey. (In fact, Hughes’ draft resolution says the board has the “utmost confidence” in Ramsey’s leadership.)

Saffer noted, however, that “the discussions involved Dr. Ramsey’s service in both capacities (as president of the university and of the foundation).”

Some trustees have floated a new board policy that would prohibit the president of the university from also serving as the president of the foundation.

The policy, which has not yet been debated in public, would effectively force Ramsey to choose between the two positions and could have financial consequences, as he has employment contracts and compensation from both organizations through 2020. 

Regardless, the meeting should not have been closed since the foundation board was not considering disciplining or dismissing Ramsey, according to Fleischaker, who successfully represented The Courier-Journal in a long court battle with the foundation over access to records in the mid-2000s.

University spokesman John Karman could not say whether Ramsey, a voting member of the foundation board, was in the room for the board's discussion about him.

However, a video of the meeting shows that Ramsey left the room just before the board entered its closed session, and he was not in the room when the board resumed its public meeting.

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