Michigan State University trustees on Sunday night approved updates to an ethics policy that governs how board members conduct themselves and what they can discuss, setting off a fight inside the governing body over whether the new language is governance discipline or a curb on dissent. The board voted 5-3 to adopt the changes, with several trustees taking public positions on what the revisions mean for how the trustees communicate and deliberate.
The updated policy includes language requiring trustees to support and not undermine decisions made by the majority of the board. It also describes trustees’ obligations around the university’s reputation, says trustees must not provide misleading or false information about the institution, and requires protection of confidential information. The policy frames board responsibilities as tied to trustees’ fiduciary duties, including a duty of loyalty.
The ethics document lays out enforcement steps if trustees do not comply. Those steps include public censure, denial of access to university events, removal from leadership positions, a prohibition on representing the university, and referral to the governor for potential removal from office. In the board’s debate, at least one member argued that such consequences could be applied against colleagues who raise issues that other trustees consider uncomfortable.
Trustee Mike Balow said he does not plan to sign the new policy. Balow called it an “abomination” and said it could be “weaponized” against trustees who ask difficult questions. He also argued the policy did not go through proper channels and said it attempts to codify loyalty to the university even though, in his view, trustees’ “first loyalty should be to the people who elected us.” Balow said the policy leaves “wide open” the possibility it could be used “in a retaliatory measure against any trustee (who) says something that is unpopular at any given moment,” adding that trustees “need to be able to speak on issues of importance” even if it “ruffles the feathers” of other board members.
Board Chair Brianna Scott said the policy had not been updated since 2020 and that the new additions are “reinforcing existing responsibilities and obligations entrusted to the board.” Scott said the Association of Governing Boards, which has worked with trustees on governing principles, recently offered feedback and that the feedback amounted to a “failing grade.” She also said there was “never the wrong time to do the right thing” to update board governance, given the timing of the special meeting on a Sunday night.
Scott rejected the idea that the updated policy is meant to suppress speech. She said the policy is “not suppressing speech” or preventing trustees from asking hard questions, and she argued that the board wants an environment where President Kevin Guskiewicz can be successful in his leadership and “his vision for Michigan State University.” Scott later described the need for change by saying some board members have undermined the president, the administration and the board, and that “has got to stop.”
The ethics vote came alongside a salary decision for Guskiewicz that also drew concern from trustees, according to the reporting distributed through the Associated Press. The board approved changes that came amid discussion about Guskiewicz potentially leaving the university. Balow said Board Chair Scott told trustees days before the special meeting that additions to the ethics policy and the president’s pay increase were needed to keep Guskiewicz from accepting another position. Balow also said he asked Secretary Stefan Fletcher whether Scott or the university’s attorney counsel had benchmarked the provisions against other board policies, and Fletcher told him no.
Among those publicly questioning the policy is state Sen. Jim Runestad, R-White Lake. In a Facebook post, Runestad said the “elected Board of Trustees is about to gag its own members,” adding that the policy would bar speaking publicly about board decisions and that taxpayer-funded administrators were seeking to silence elected officials. The reporting also noted that it was unclear whether other universities have similar repercussions tied to ethics policy violations. An MSU spokesperson, Amber McCann, pointed to a policy at Wayne State University but said she was unsure whether it matched MSU’s enforcement structure.
Trustees also differed on how they believed governance discussions should work once the policy is in place. Trustee Rebecca Bahar-Cook said the new policy does not stifle discussion or prevent trustees from asking hard questions, but she said there is a “time and a place” for that to occur—in committee meetings and board meetings. Bahar-Cook said revisiting issues after the board has voted does not move deliberations forward, and she described it as a factor that can leave the board “stuck.”
The policy dispute has also fed into broader disagreements among trustees about what has been “out of bounds” for board members to discuss. Balow said the push for the ethics revisions began on Wednesday, when Scott called for an emergency meeting and told the board it needed to give Guskiewicz a raise and approve the revisions. Balow said Scott, in subsequent days, told the board that recent opinion pieces and podcast interviews by Balow and trustee Dennis Denno regarding Spartan Ventures were “out of bounds” and “inappropriate.” Scott, during the meeting, said those items were not part of the ethics policy additions.
Trustee Rema Vassar, who participated in the meeting while traveling, said the policy requires an outside review of its constitutionality and said she planned to ask Attorney General Dana Nessel to review it. Vassar compared the atmosphere she said the policy could create to the environment that preceded the sexual abuse committed by Larry Nassar while an MSU doctor. She argued the policy could be used to “silence the questioners,” “protect the administrators,” and “punish the people who speak,” with the rules written so that dissent is treated as a violation.