In 2016, Baylor University and the Baylor Alumni Association reached an agreement of co-existence after years of arbitration. One of the agreement’s most consequential provisions expanded alumni influence in university governance by adding three alumni-elected members to the Board of Regents.
“If it were not for that term, this lawsuit would not have been settled. We would have fought it out in court,” said Tom Nesbitt, president of the BAA from 2015-2016.
The vast majority of public and private universities in America have a board of trustees or regents that serves as their governing body. Baylor stands apart in a significant way. It is one of only a few universities that reserves seats on its Board of Regents specifically for alumni-elected candidates, giving alumni a unique role and voice in the University’s life.
Alumni-elected regents represented a significant departure from the board’s traditional, self-perpetuating governance model. The agreement formally established alumni’s rights to nominate and elect 10 percent of the board.
“The board of regents essentially elects its own successors,” explained Nesbitt.
In the early 2000s, tensions rose over who had a voice in shaping the University’s leadership, with the administration and regents in disagreement with the alumni association. According to Nesbitt, part of the value of resolving that dispute was that it finally allowed alumni to participate directly in selecting some members of the governing board, giving them a meaningful role in guiding the University’s future.
“The administration, under the leadership of Ken Starr, and the regents at the time, … were not in favor [of adding alumni-elected regents],” said Nesbitt. “If they had wanted to have alumni-elected regents, they would have done so at some point in their history, [but] they never did. They elected themselves, their own successors, and they did so in secret.”
Leaders from the BAA hoped the change would not only give alumni a greater voice in governance but also evoke greater transparency from the regents.
Placing the power in the hands of Baylor graduates, who could now elect regents to service, meant establishing a formal election process.
The opportunity for alumni to elect regents of their choosing was a direct result of a prolonged legal dispute between Baylor and the Baylor Alumni Association (BAA). In March 2016, Baylor University and the BAA announced the settlement of all claims in an important lawsuit filed in 2014 in response to ongoing tension, mistrust, and friction between the two organizations. The history of the relationship between the two entities is complex, and the settlement is lengthy. The agreement included several important terms, such as the transition from the name the Baylor Alumni Association to The Baylor Line Foundation, a $2 million payment made by Baylor University to The Baylor Line Foundation, and the right to continue publishing The Baylor Line with editorial and operational independence.
Read more about the settlement in The Real Story
Nesbitt, a labor and employment lawyer, was the BAA’s lead negotiator during the settlement. Cary Gray, an influential regent who served the board’s maximum nine-year term and was also a lawyer by trade, represented Baylor in the arrangement.
Baylor graduate Judge Ed Kinkeade, who is described in a letter from Tom Nesbitt to members of the BAA as having “spent countless hours over almost six months providing leadership and friendship in helping the parties negotiate a resolution to this dispute,” mediated the negotiations. Nesbitt also wrote, “that the parties have reached agreement is a testament to Judge Kinkeade’s vision, tenacity, and his sheer love for Baylor University.”
In Nesbitt’s letter to BAA members, written March 8, 2016, he said, “The settlement agreement will … usher in a new era of governance at Baylor University … Never before in Baylor’s history have the alumni had the right to directly elect members to the Board of Regents. These new Alumni-Elected Regents will have the same rights and duties as all other voting regents, and will bring fresh, new ideas and opinions to the Board – something we believe is critical to a healthy and successful Baylor going forward.”
The first three regents, agreed upon by both the BAA and the University, were Daniel Chapman, Julie Turner, and Wayne Fisher. As part of the agreement, the first round of alumni-elected regents served one, two, and three-year terms consecutively. They were appointed to the board in June 2016. Through a random selection process, it was decided that Turner would serve a one-year term, Fisher a two-year term, and Chapman a three-year term.
“That process exists because of the settlement of the lawsuit, and all of the procedures and the rules are set out in the settlement,” explained Nesbitt. According to the agreement, there are two avenues to nomination. The first is to receive a nomination from one of the various advisory or advocacy boards and groups associated with Baylor, such as academic school advisory groups, student life advisory groups, or endowment investment committees. The second pathway is to obtain signatures from at least 50 other Baylor graduates to support a nomination. From there, the Nominating Committee, composed of two alumni-elected regents and two other regents, reviews each nominee’s application and selects the slate of candidates for election.
The qualifications for nomination are extensive. The most important qualification is, of course, that the candidates are Baylor graduates. It is also required that alumni-elected regents demonstrate a commitment to the Christian tradition. They must be active members of a local church, though not necessarily Baptist-affiliated, demonstrating Baylor’s commitment to maintaining its rich Christian heritage.
In addition to a demonstrated appreciation for Baylor and its Baptist heritage, Candidates must also complete an extensive written application. The application includes a personal statement of faith, a letter of recommendation from their minister, and a statement certifying their willingness to support Baylor’s mission. If elected to the board, these regents serve a three-year term. They may serve up to three consecutive terms before being rotated off the board for at least one year, so they must use the application to carefully consider what they have to offer to Baylor’s governing body for up to nine years.
Although this is not an explicit written requirement, candidates nominated for positions on the board are typically highly accomplished professionals and recognized leaders in their respective fields. These individuals bring distinctive talents, expertise, and perspectives to the Baylor community. When nominations opened for alumni-elected regents in 2018, Daniel Chapman, one of Baylor’s first alumni-elected regents, told The Lariat the regents benefit most from candidates who “love Baylor” and who are “recognized experts in whatever field they’re in.” Chapman emphasized that effective governance requires a wide range of professional backgrounds, explaining,“we need good Baylor regents in pretty much any field because Baylor needs all those people to come together.”
In addition to the requirements, there are limits on the kind of campaigning nominees are allowed to engage in. According to the settlement agreement, candidates cannot “run on specific issues, but on their accomplishments and experiences, and their interest in serving Baylor.” Additionally, candidates cannot “solicit or use third-party funds, resources, contacts or mailing lists, or other aide or assistance in the election process.”
The restrictions on campaigning were not what Tom and the rest of the BAA hoped for in this agreement, but were a compromise they made to progress toward a greater goal.
“Our desire was to have the most open and easy-to-administer process for alumni to throw their hat in the ring and run for the spot. We did not want limits on campaigning,” said Nesbitt. “But the agreement that we ended up with is like many agreements made between parties that are averse to each other – it’s a work of compromise. What we ended up with was, in my opinion, an honorable but imperfect compromise.”
Although the campaign limits fell short of what Nesbitt and the rest of the BAA leadership had hoped for, they understood the University’s rationale for imposing them.
“Their position was a reasonable one. They probably didn’t want there to be mudslinging and personal attacks and people running on a religious agenda or a financial agenda. I always saw the merit in the University’s side of that argument,” he said.
The legal document’s complicated wording has created confusion around the campaign limits, leading many candidates to avoid campaigning altogether out of fear of breaking the rules.
“The rules about campaigning are themselves somewhat unclear. Any document formed as a compromise and negotiated over months and months has ambiguities,” Nesbitt said.
While candidates are allowed to share their personal background, convictions, and even opinions on areas where the University might improve, these statements must be communicated exclusively through official channels. Despite this allowance, most candidates have been hesitant to outline their priorities or advocate for specific changes, fearing even an unintentional misstep could violate the rules. As a result, Nesbitt said, in his opinion, he felt the campaign process has often been marked by caution and restraint.
The alumni-elected regents agreement, which has a 20-year term from its inception in 2016. All alumni, for whom Baylor has a valid email address, are sent the ballot and can vote online though a third-party operator. Currently, each candidate’s profile is listed on Baylor’s webpage. Election results are announced at the February board meeting, and the newly appointed alumni-elected regent begins their service on June 1.
