May 22, 2024
MEMORANDUM
Office of Audit,
Risk and
Compliance
Hannah Administration Building
426 Auditorium Rd., Room 10
East Lansing, MI 48824
Main: (517) 355-5030
Fax: (517) 432-1997
www.oarc.msu.edu
MSU is an affirmative-action,
equal-opportunity employer.
TO: Dan Kelly, Chair, Board of Trustees
FROM: Marilyn K. Tarrant, Chief Audit, Risk and Compliance Officer
SUBJECT: Review – Board of Trustees Meeting Explicit Gesture
SYNOPSIS
The Office of Audit, Risk and Compliance (OARC) received reports regarding
incivility under the Board of Trustees (BOT) Code of Ethics and Conduct related to a
scheduled virtual (Zoom) BOT meeting on March 3, 2024, at 10:00pm. The reports
indicated that Trustee Rema Vassar displayed her middle finger while certain other
trustees were speaking (see page 4 of this memo for screenshot from video). This
virtual meeting was recorded. Incivility generally means rude or unsociable speech
or behavior.
BACKGROUND
OARC retained Miller & Chevalier to conduct an independent investigation into
allegations initially raised by Trustee Brianna Scott. Trustee Scott’s allegations were
raised in a public letter dated October 23, 2023, and asserted that Trustee Vassar
violated various BOT policies including the Code of Ethics and Conduct and the
Trustee Conflict of Interest policy.
Miller & Chevalier completed their investigation and released their report on
February 28, 2024. The report was made publicly available.
The BOT scheduled a virtual meeting on March 3, 2024, at 10:00pm to address the
“Recommended Corrective Actions” included in the report. This meeting covered
four resolutions and included comments from some trustees. In the hours prior to
the 10:00pm meeting, Trustee Vassar resigned as BOT chair.
The meeting has been preserved and can be found in a YouTube video. It should be
noted the permanence and the reach (world-wide) of this video.
Best practices are for boards to collaborate, act ethically and harmoniously, and set
a positive tone for the university. In addition, those representing the institution
should conduct themselves in a professional manner and use common sense and
prudence in their actions and communications. Accordingly, Section 8 of the BOT
Code of Ethics and Conduct provides: “We will support open communication, transparency, and
the free expression of ideas and will not condone any form of deceit, incivility, intimidation,
silencing, or retaliation.”

INVESTIGATIVE PROCEDURES
1. OARC staff reviewed the entire readily available YouTube virtual BOT meeting on March 3,
2024, to understand if similar explicit gestures were used at other times during this meeting
(19:51 minutes/seconds).
MSU Board of Trustees Special Meeting - Mar. 3, 2024 (youtube.com)

2. An additional BOT video - MSU Board of Trustees meets after Stanley's resignation
announcement - was also reviewed for comparative purposes (10/28/22 1:08
hours/minutes). MSU Board of Trustees meets after Stanley's resignation annoucement
(youtube.com)

3. OARC staff reviewed the definition of middle finger in Wikipedia:

In Western culture, "the finger", or the middle finger (as in giving someone
the (middle) finger, flipping the bird[1] or flipping someone off)[1] also represented as "🖕🖕" is
an obscene hand gesture. The gesture communicates moderate to extreme contempt, and is
roughly equivalent in meaning to "fxxx you", "fxxx me", "shove it up your ass/arse", "up yours", or
"go fxxx yourself". It is performed by showing the back of a hand that has only the middle
finger extended upwards, though in some locales, the thumb is extended. Extending the finger is
considered a symbol of contempt in several cultures, especially in the Western world.

4. OARC scheduled a meeting with Trustee Vassar to discuss the matter and obtain additional
facts and perspective regarding the explicit gestures.

INVESTIGATIVE FINDINGS
1. OARC staff review of the video clearly identifies the explicit gesture (displaying middle
finger) for a prolonged period of time when Trustee Byrum was speaking and when Trustee
Scott was speaking. In a virtual meeting, all individuals are displayed as small tiles, and the
person speaking is highlighted with a yellow border surrounding the individual’s tile.

2. OARC staff review of another BOT meeting noted no display of Trustee Vassar’s middle
finger. OARC understands the unusual circumstances of March 3, 2024, and acknowledges
that explicit gestures have not been identified or disclosed as being previously displayed by
Trustee Vassar.

3. OARC staff confirmed the explicit gesture met the Wikipedia definition.

4. An initial report was provided to Chair Kelly and Vice-Chair Tebay on April 1, 2024, and
forwarded to the entire BOT on April 2, 2024.

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 Rod Charles and Marilyn Tarrant met with Trustee Vassar on April 22, 2024, in a Zoom
meeting to discuss the reported explicit hand gestures. During the OARC Zoom meeting on
April 22, 2024, Trustee Vassar stated that she had not seen the video and even though
asked several times, she did not want OARC to play the applicable segment from the March
3, 2024, meeting. She stated that she did not make an obscene or explicit gesture. Trustee
Vassar is accountable to the BOT and not viewing the video does not excuse her
unprofessional behavior. During the meeting, she did note that she did not intend to offend
anyone and apologized.

NEXT STEPS – Statement from Board of Trustees Chair Dan Kelly:

“The university’s Office of Audit, Risk and Compliance (OARC) provided the board an initial
update regarding reports of an explicit hand gesture made by Trustee Vassar towards Trustee
Byrum and Trustee Scott at the special board meeting on March 3, 2024. OARC’s review is still
ongoing. If true, the board condemns those actions. The board is supportive of OARC
completing its review and any recommendations or potential corrective actions it deems to be
in alignment with its findings.”

CONCLUSIONS
OARC concludes that unbecoming, unprofessional behavior was displayed by Trustee Vassar.
The BOT Code of Ethics and Conduct was violated - specifically Section #8.

RECOMMENDATIONS AND CORRECTIVE ACTIONS

The tone at the top should be collegial and respectful to avoid actions that may compromise or
damage MSU’s reputation and create bad publicity for the university, the board, and for the
trustees themselves. A board member should make positive contributions to MSU’s culture.
Considering steps already taken on March 3, 2024, and to extend transparency, OARC
recommends the following corrective actions:

• Forwarding this report to the Governor as she deliberates any next steps regarding
Trustee Vassar.

• Providing Trustee Vassar educational opportunities in conjunction with Resolution 1

(from March 3, 2024) regarding BOT leadership and trustee fiduciary responsibilities
embedded in the BOT’s Code of Ethics and Conduct governance document (adopted in
May of 2020):
o Duty of obedience.
o Duty of care.

• In conjunction with Resolution 1 (from March 3, 2024), educating all trustees on

governance documents and what each trustee expects from one another in performing
the role of the trustee. In so doing, the need for the BOT is to intervene by pointing out
and stopping inappropriate behavior or unacceptable conduct before it escalates,
becoming normalization of deviance.

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c: S. Fletcher
B. Quinn