Office of the Chancellor

325 West Gaines Street, Suite 1614

Tallahassee, FL 32399
Phone 850.245.0466
Fax 850.245.9685
www.flbog.edu

December 22, 2015

Ms. Robbie Roepstorff
Florida Gulf Coast University Board of Trustees
13000 South Cleveland Avenue
Fort Myers, Florida 33907
Dear Chair Roepstorff:
I asked Mr. Joe Maleszewski, the Board of Governors Inspector General and Director of
Compliance, to review Florida Gulf Coast Universitys (FGCU) processes and practices
related to senior administrator employment contracts and the renovations to the third floor
of Edwards Hall. Mr. Maleszewski has completed the review and his report is enclosed for
consideration by the FGCU Board of Trustees.
The report raises serious issues that should be considered by the FGCU Board. First, the
report reveals that the FGCU Board of Trustees has delegated overly broad authority to the
President, especially in the area of contracting on behalf of the university. Pursuant to the
minutes of the Boards January 15, 2008, meeting and the accompanying agenda item, the
President was delegated broad authority to bind the university to contracts up to
$1,000,000, with no additional limitation as to the other terms and conditions of those
contracts. At a subsequent Board meeting on April 15, 2008, the Board removed the
$1,000,000 limitation, which resulted in the President having the unfettered discretion to
bind the university to contracts without regard to terms or the fiscal impact on the
university.
As fiduciaries of the university, this prior delegation of authority to the President should be
revisited by the Board of Trustees to ensure appropriate oversight is maintained by the
Board over the Presidents ability to contractually obligate the university. Employment
contracts with senior administrators who report to the President and/or the Board is an
area where the Board should have oversight.
Two of the senior administrator contracts encompassed within Mr. Maleszewskis review
contain terms and conditions that reflect poorly on the university and which are anomalous
with all of the other senior administrator contracts at FGCU. The two contracts at issue
employ evergreen provisions such that the contracts automatically renew until such time
as one party to the contract determines to sever the relationship. Evergreen provisions are

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Ms. Robbie Roepstorff

December 22, 2015
Page 2 of 3
not favored in business and should be not utilized in university employment contracts.
This is especially true with employees who report to the President since the contract ties the
hands of any future President who may wish to make a change in staff. Under the contracts
at issue, even where a notice of non-renewal is provided, the President is obligated to
maintain the employment relationship throughout the remainder of the contract term.
In addition, both contracts allow for the employees to retain positions with the university in
a different capacity should the university decide to remove the employees from their
current positions without cause. Further, both employees will continue to receive their
then-current base salary, which will be increased to include the amount the employees
received in their prior positions for their car allowances. In essence, the employees are
assured continuing employment, albeit in a different capacity, at the same rate of pay which
is likely not to be commensurate with the new services they are performing.
Notably, no other senior administrator contract at FGCU contains similar provisions.
Moreover, it is abundantly clear that the unprecedented nature of these provisions was
fully recognized as evidenced by the language in one of the contracts which precludes the
terms and conditions of the contract from establishing a precedent or having any
application to other employment situations at FGCU.
Had there been some mechanism in place to require the President to at least consult with
the Chair of the Board or otherwise have a review, if not approval, process in place, I doubt
these contracts would have passed scrutiny.
Furthermore, while President Bradshaw may have had the authority to enter into these
contracts, there is a question as to whether he should have executed them. There are
common practices in business and in education for determining relevant compensation for
executives. It does not appear that the President utilized these or used the universitys own
human resource department to test the appropriateness of these contracts. In addition, the
uniqueness of the terms would suggest that consultation with the university's Board of
Trustees would have provided an added level of fiduciary responsibility. For these reasons,
the Board of Trustees should make its own evaluation of the President's judgment and his
stewardship of university and state resources.
The next issue raised by the report relates to the need to establish appropriate lines of
communication between the Board, the President and persons who, by virtue of their
position, should have the ability to communicate directly with the Board. The relationship
between a university board of trustees and the General Counsel is one of attorney-client.
While the General Counsel also reports to the President, the General Counsel must have the

Ms. Robbie Roepstorff

December 22, 2015
Page 3 of 3
ability to communicate directly with his or her client which, in the case of a corporate
board, is the board. Here, even though the General Counsel had concerns about the
provisions in the contracts, she had received prior direction to work through either the
President or the Vice President and Chief of Staff when seeking to interact with the Board of
Trustees on any matter. This direction impeded the General Counsels ability to elevate
her concerns to the Board Chair or any other member of the Board. Similarly, the university
auditor should have the ability to directly communicate to the Board of Trustees and the
Boards audit committee to maintain the independence of that position and accountability
to the Board. To ensure that appropriate lines of communication exist, the Board should
specify the positions that should have direct reporting responsibility to the Board and take
steps to ensure that persons in those positions are not impeded in their ability to
communicate with the Board.
As fiduciaries of a public university, it is the responsibility of the Board of Trustees to
exercise appropriate oversight over university operations, to safeguard the credibility of the
institution, and to enhance the public trust by serving as good stewards of the public funds
with which you are entrusted. I ask you to carefully review the enclosed report and take
affirmative action to address the concerns outlined above and in the report.
Sincerely,

Mori Hosseini
Chair, Board of Governors
Enclosure
c: FGCU Board of Trustees
Board of Governors Members
Marshall Criser III, Chancellor
President Wilson Bradshaw