The University of Louisville Foundation’s executive committee cancelled a hastily called meeting 10 minutes before it was set to begin on Labor Day amid concerns that James Ramsey — still president of the foundation — was going to receive a payout for his resignation.
The agenda for the cancelled meeting, announced late Sunday afternoon, included approving an RFP for a financial examination and audit of the foundation and an executive session to discuss personnel matters. That announcement followed a letter sent Friday to UofL Foundation board chair Bob Hughes from the CEO and president of the James Graham Brown Foundation — one of the university’s major donors over the past 55 years — expressing concerns about improper expenditures by the UofL Foundation and its unwillingness to honor open records requests made by Board of Trustees chairman Larry Benz, who also serves on the foundation board. It also called for the hiring of a forensic accounting firm to conduct an independent review of the foundation and its related entities.
Benz emailed a letter to Hughes and fellow foundation board members on Monday, expressing concern that he and several others were not invited to the meeting or given details on what personnel matters the executive committee would discuss, especially since “electing, altering or removing” any director or officer of the foundation must be approved by the full board. In light of the bylaws of the board, he added that “a reconsideration of today’s meeting should be made and substituted with a 24 hour notice for a special meeting of (the foundation’s) full board.”
In his letter, Benz also questioned whether the foundation’s executive committee should be in charge of hiring an accounting firm to examine itself, saying that a transparent investigation “may only occur if the accounting firm is wholly independent, nationally recognized and not directed by the Foundation. As all Foundation assets are held for the benefit of the University, it is the University that must direct any examination of the Foundation.”
Amid widespread rumors that Monday’s meeting would approve of a severance payout for Ramsey and possibly his chief of staff Kathleen Smith in return for their resignations, Benz also wrote that “the continued payment by the Foundation of any money, which is money that is held by the Foundation for the benefit of the University, to Dr. Ramsey or Ms. Smith, is not proper as it is not a use of money that benefits the University.” He added that due to the terms of Ramsey’s contract with the foundation, his recent resignation from the university means the foundation can terminate his employment for cause “without owing Dr. Ramsey any financial or other obligation.”
Similar sentiments were voiced by UofL’s interim President Neville Pinto, who criticized the transparency of the impromptu meeting and said Ramsey should be fired from his position without any additional payments.
“This hastily called meeting on a holiday weekend feeds the broadly held perception of a lack of transparency, and runs counter to the work we are doing to restore public confidence in the Foundation as well as the University of Louisville,” wrote Pinto in an email, first obtained by WDRB.
Noting the recent letter of concern from the James Graham Brown Foundation, Pinto noted that he also received a similar letter from the C. E. and S. Foundation — “another very important donor group — which stated their intention to withhold donations to all university entities until a forensic audit is complete. Describing “the escalating gravity of the matter, with its potential for devastating impact on the university’s mission,” Pinto wrote that the full board of the foundation should weigh these matters, and not just its executive committee.
Turning to the matter of Ramsey’s employment with the foundation, Pinto noted the terms of Ramsey’s contract and said he should be let go immediately, without a settlement payment.
“It is the Foundation’s responsibility to provide Dr. Ramsey with formal notice that his Employment Agreement with the Foundation has ended, effective immediately,” wrote Pinto. “While I respect the good work that Dr. Ramsey accomplished during his tenure as President, he is not entitled to a settlement payment from the Foundation. To provide him with a settlement payment is not in keeping with the terms of his contract or our obligation to use the assets of the Foundation for the exclusive benefit of the University’s mission.”
Hughes told The Courier-Journal that he decided to cancel Monday’s meeting because Benz had threatened to sue if the executive committee had acted, though Benz’s letter included no threat of litigation. Hughes also said it was a shame that they did not meet, as “tomorrow was going to be a new day for the university.”
There is no word on when the foundation’s board will have their next meeting, though such a meeting would require 24 hours notice.