EXECUTIVE SUMMARY |
Cornell University's governance is deeply flawed. Unlike public corporations or government entities, Cornell lacks crucial accountability and oversight mechanisms. This absence of external checks has allowed the administration to wield undue influence over the 64-member board of trustees, undermining transparency and potentially compromising Cornell's core values. The resulting opaque control structure has enabled the pursuit of a political agenda that threatens free speech and academic excellence and often conflicts with Cornell's founding principles. As the true "owners" of Cornell, alumni must act now to protect the value of their degrees and the university's reputation. We propose comprehensive reforms to restore proper oversight, including increased board transparency, reformed trustee selection processes, and a re-evaluation of current DEI practices. Only through these changes can we safeguard Cornell's commitment to open inquiry and academic rigor. |
INTRODUCTION |
For more than two years, CFSA tried to convince the Cornell administration that an oppressive environment exists on campus with regard to the principles of free speech and open inquiry (“free inquiry”). Our efforts to communicate our concerns to the administration have escalated over time. We were ignored or treated with hostility. Starting about one year ago, we started copying trustees on our communications with the administration. As we deepened our knowledge of the goings-on at Cornell, we realized that it is not obvious who really is in control at Cornell. We asked ourselves the following questions:
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This essay posits the answers to these questions as follows:
Cornell University is a non-profit corporation. There are no people with any legal, identifiable Ownership interest in the Cornell University corporation. There are only those who control Cornell, in the process acting like they “own” Cornell.
Cornell’s board of trustees, in theory, is supposed to control Cornell. In practice, the board seems to be controlled by the Cornell administration and perhaps a few dominant trustees, identities unknown.
Those exercising practical control over Cornell are not acting in the best interest of Cornell. Their actions are allowing Cornell’s commitment to free inquiry to erode and be replaced with a commitment to political activism in the name of progressive goal of equal outcomes for all. Cornell’s reputation is suffering. As Cornell’s reputation declines, the value of the degrees it grants will also decline.
The reasons why this is happening are in some ways obvious and in others obscure.
The obvious: based on the writings and actions of recent president Martha Pollack and current President Michael Kotlikoff, emails emanating regularly from Cornell’s public relations apparatus, and articles posted on Cornell.edu, it is clear the administration has decided to use Cornell as a vehicle for to promoting an aggressive and political form of Diversity, Equity and Inclusion (“DEI”) that mocks the American values Cornell was founded upon, promoting group identity and victimhood at the expense of individualism and personal responsibility.
The obscure: given that the administration’s form of DEI conflicts so clearly with Cornell’s founding ethos, it is likely that a good percentage of the board of trustees choose to go along with the administration—not out of agreement, but out of apathy or fear of creating controversy and perhaps retribution from the administration and its more aggressive supporters on the board. Board members are sworn to secrecy, so there is no way for outsiders to ascertain just how strongly the board supports the administration’s actions and DEI practices.
To remedy the situation, alumni could demand reform to Cornell’s governance structure as a condition of our continued support of Cornell. Such reforms might, for example, include greater board transparency, checks on the administration’s power, an increase in the percentage of alumni-elected trustees, elimination of the administration’s role in vetting trustee candidates, and the freeing of the alumni Association and various Cornell Clubs from control by the administration.
Cornell alumni should act now, while there is a window of opportunity to reform Cornell, created by the recent resignation of president Martha Pollack.
WHO OWNS CORNELL: CORNELL UNIVERSITY CORPORATION |
Cornell University is organized as a 501[c]3 non-profit private corporation. The Corporation is controlled by a 64-member board of trustees. The IRS requires non-profit corporations to file an annual Form 990 tax return. Form 990 for 2021 indicated that Cornell controlled $17.4B total assets and had $4.1B total liabilities, for a net asset value of $13.3B. Cornell had $6.5B in revenue and $5.5B in expenses, for a net revenue of $1B. Cornell is clearly a large and financially powerful corporation. As a 501(c)(3), Cornell is restricted from engaging in political activities. Form 990 requires Cornell to respond to a series of questions about its political activities. The administration’s responses provide the impression that Cornell does not engage in any political campaigns, and its other political activities are restricted to lobbying related to the business directly related to Cornell’s operations. It seems, based on the administration’s statements and actions over the last few years, the administration’s responses are evasive at best and deceptive at worst. The responses grossly understate the extent to which the administration encourages one-sided political activism on campus. Cornell’s paid-in-capital account, consistent with other universities and non-profit portions, is $zero. There is no such thing as Cornell “stock” that can be purchased by any human being as an ownership interest in Cornell. Cornell is a Corporation whose $13.3B in net assets and $1B in annual net revenue are up for grabs for control by a determined administration and select allies on the board of trustees. Refer to the link below for a copy of Form 990. https://www.causeiq.com/organizations/view_990/150532082/77d8dfcebb8900459a33ea33fa726dd9 |
WHO CONTROLS CORNELL: BOARD OF TRUSTEES |
In the words of Cornell’s Bylaws, “…the Board of Trustees shall have complete control over the University, including every college, school, and academic department, division and center thereof.” Cornell’s board, at sixty-four members, is the largest such group in the Ivy League (other Ivies use different names for their governing bodies). The structure of Cornell’s board of trustees is more complicated than all other Ivy League members. The size and complexity of the board serves to limit the ability of trustees to take concerted action. This limits the ability of the board to exercise effective control over the administration. An overview of the board is included below. Full details are included in Cornell’s Bylaws, available at this link: https://blogs.cornell.edu/boardoftrustees/files/2023/10/23-10-bylaws-w-TC.pdf . |
TRUSTEE TYPES |
Cornell’s 64 trustees are divided into eight categories depending on who is authorized to appoint the trustees. Most, but not all current trustees are Cornell alumni.
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BOARD COMMITTEES |
The board is organized into 14 committees, focused on specific topics. Two Committees have Subcommittees. Committee membership is, according to the Bylaws, “reconstituted annually by the board from its membership”. This means most committee members are rotated into different committees each year. The committees are:
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BOARD MEETINGS |
The full board meets quarterly for regular meetings. Special meetings may also be called. Committees generally meet about as frequently as the full board. Meetings may have “open” sessions, but these generally last just a few minutes before the meetings go into “closed” sessions. Open meeting minutes that I have viewed are superficial documents. Recent closed meeting minutes are not available to the public. We inquired as to how to get copies of past board meeting minutes. We were advised they were on restricted access for a period of fifty years after each meeting. The administration keeps tighter control over the board meeting minutes than the US Federal Government keeps over many documents with national security implications. |
TRUSTEE NOMINATING PROCESS |
Thirteen trustees are either ex-officio, appointed by NY State politicians, chosen by student, faculty or staff, or a direct descendant of Ezra Cornell. Of the remaining fifty-one trustees:
Under this procedure, alumni and at-large trustee candidates who are likely to be critical of the administration are screened out immediately. |
LIST OF CURRENT TRUSTEES |
Cornell’s website (www.cornell.edu) contains a list of trustee names and committee assignments. See links below for more details. For purposes of understanding the makeup of the board, I attempted to correlate committee assignments and terms of office, using information available at cornell.edu. This effort was time-consuming and tedious, requiring numerous hours of searching cornell.edu. I spent most of that time trying to find out the terms of office of the At-Large trustees, which is needed to determine when replacement trustees would be needed after the current terms expire. Even so, I did not find certain current trustees listed by Cornell. It seems the administration does not want trustee names, roles, terms, and contact information to be easily obtained by rank-and-file alumni. https://trustees.cornell.edu/members/ https://trustees.cornell.edu/files/2023/06/2023-24-BoT-Committee-Membership-Full-List-6-13-23.pdf |
CURRENT TRUSTEE DEMOGRAPHICS |
According to the administration, the 51 at-large and alumni trustees are selected based on, among other things, their dedication to Cornell, ability to devote their time, and their financial support of Cornell. Given that the Development Committee, with 43 members, is by far the largest on the board, it seems a prime aim of the administration’s trustee selection criteria is fundraising prowess. While trustees’ donating money to Cornell is an admirable and generous gesture, it does lead to a skewed board that perhaps does not understand the needs of the middle-class students who, in past years, were the backbone of Cornell. Of the 51 at-large and alumni trustees, 23 contributed more than $100k to Cornell last year. One must have considerable wealth to be able to donate such sums of money in a single year. With a presumably lower level of wealth, two donated $50k to $100k, four donated $25k to $50k, and five donated $10k to $25k. The remaining 17 At-Large and alumni trustees appear not to have contributed anything. Looking at the board through the prism of race, as the administration seems to do for everything, 32 of the 34 big financial contributors were White or Asian. 9 of the 17 non-contributors were Black or Hispanic. I assume this dichotomy is due to lesser wealth accumulation amongst the Black and Hispanic trustees, and therefore less ability to donate large sums*. The impression is of an administration that recruits a board composed mostly of wealthy White and Asian business leaders, concentrated in the finance industry, who donate a lot of money and have access to more wealth via their social and business connections. The administration offsets this wealthy cohort with a smaller number of Black and Hispanic trustees, successful in their fields but likely to be recipients of Cornell’s financial aid largesse. trustees representing the middle class/striving/pay-your-own way types, upon whom Cornell built its reputation are few and far between on the board. *the writer can relate to their situation, having given less than $1000 to Cornell over the years in order to accumulate the $700k+ after-tax I paid to various universities including Cornell, over the years, to pay for my children’s tuition, room and board, an amount unalleviated by financial aid, and no doubt bloated beyond all reason to pay for all manner of unnecessary administrative staff. |
THE ADMINISTRATION’S ROLE |
It appears that, over the years, the administration, in alliance with a few select trustee allies, has come to dominate the board using the following strategy:
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WHO CONTROLS CORNELL, SUMMARIZED |
Cornell appears to be controlled by a few members of the administration, starting with President Michael Kotlikoff, Provost John Siciliano, the board’s leadership: Chairman Kraig Kayser, and Co-Voce Chairs Howard Morgan, Beckie Roberton and Stephen Robinson (who replaced Gary Davis, Katrina James, and Peggy Koening in June 2024); and perhaps a few more individuals. The balance of the board appears to have been reduced to a fund-raising and rubber-stamping role. The administration and select trustee allies do not seem very interested in sharing power, inviting feedback, or soliciting constructive criticism from the other trustees. The administration has engineered a board that is effectively a self-perpetuating group, similar, perhaps, to many corporate boards, with one glaring, key difference: Cornell has no equivalent to corporate shareholders or exposure to the market discipline imposed on a corporation by the constant trading of its shares. Cornell’s administration and selected trustee allies must feel they have no one to answer to, but themselves. |
CORNELL’S GOVERNANCE COMPARED TO OTHER COMPLEX ORGANIZATIONS |
How would Cornell’s governance structure compare in effectiveness to those of other complex organizations in the United States? |
PUBLICLY TRADED CORPORATION |
Nucor Corporation offers a good example of oversight of a typical large American publicly traded corporation. Ken Iverson, Cornell ’46, revitalized Nucor in the1970s, saving the company from near bankruptcy. Nucor now ranks as the largest steel producer in the United States. As of its 2022 Annual Report, Nucor controlled $32B in assets and had $13B in liabilities, for net stockholders’ equity of $19B. It had $41B revenue, $32B expenses including income taxes, for net Income of $8B. It had 32,000 employees.
https://nucor.gcs-web.com/static-files/8b88e651-db97-460a-803b-7df2f01b3451 |
MID-SIZED CITY GOVERNMENT |
The City of Syracuse, NY, offers a local example of oversight of a typical mid-sized American city. Syracuse’s population is some 150,000, it has 3,500 employees, and an annual budget of about $800M.
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CORNELL – LARGE UNIVERSITY |
In terms of revenue, Cornell is about 1/7 the size of Nucor, and about eight times the size of the City of Syracuse. Cornell would fall somewhere between these entities in terms of complexity of operations. Nucor builds and operates far-flung, capital-intensive, complex-but-specialized operations across the US in a competitive market. The City of Syracuse operates locally with a constricted budget, in a relatively stable market situation, with one of its main functions being to provide K-12 education to an often-struggling city population. In some ways, Cornell’s operations are more complex than large corporations like Nucor or mid-size government entities like the City of Syracuse, in other ways they are less complex. Yet Nucor, Syracuse, and hundreds of other complex and diverse entities regularly produce far more transparent information than Cornell does. They must, because their respective “owners” demand such information to use to continuously evaluate the effectiveness of the entities’ management. They are more responsive to the needs of their “owners” than Cornell is. They respect their “owners” right to information and influence over the organization. Those in control of Cornell seem more interested in taking in money to spend as they please on political activism, while stonewalling legitimate questions from those questioning the wisdom and ethics of such expenditures. |
ARE THOSE IN CONTROL ACTING IN THE BEST INTEREST OF CORNELL? |
That the control exercised by the administration and trustees lacks transparency is not in and of itself a bad thing. For example, Jeff Bezos controlled Amazon and Warren Buffett controlled Berkshire Hathaway without being particularly transparent. However, both executives were enormously successful and retained shareholder support indefinitely because they consistently and demonstrably acted in the best long-term interests of their organizations. Can the same be said of those in control of Cornell? Are they successful and acting in the best interests of Cornell? I have my doubts. CFSA has written extensively over the past few years about why we believe those in control of Cornell – the administration and perhaps a select few trustee allies –have not been successful in maintaining Cornell’s traditional high academic standards and are not acting in Cornell’s best interests. Cornell’s ownership and governance structure is ripe for takeover by individuals with an activist political agenda. administration activists can take over Cornell, a powerful and influential educational institution with access to substantial amounts of capital, in a matter of a few years simply by controlling who gets nominated for board membership and ensuring these are their activist allies. The activists need only wait for older trustees, who might oppose their policies, to retire. If that is too slow, impatient administration activists can accelerate the process of board takeover by rapidly expanding the size of the board, to “pack” it with political allies. This is what I believe might have happened at Cornell, based on some discussions with Emeritus trustees However, I have been unable to verify if this is true, or how and when it happened, because the trustee meeting minutes are kept under restricted access for 50 years, and Cornell.edu is curiously silent about this topic. I believe the political activist takeover of Cornell started slowly, then accelerated under Ex-President Pollack’s watch, especially after the George Floyd killing in 2020. I suspect that Ex-President Pollack, with the support of current President Kotlikoff (then Provost), used Cornell as a vehicle for an activist, hard-left progressive political agenda. Perhaps Pollack and Kotlikoff truly believe in progressive causes the administration obsessively champions, such as a particularly aggressive version of DEI. Perhaps they are merely opportunistic careerists who seek high-level political appointments in Washington, and institutionalized political activism is their ticket to the appointment. Perhaps they do not really believe in the administration’s progressive policies but were loath to roll back the mini-administrative state they created for fear it might lead to challenges to their positions. Perhaps they were simply unable to control their Administrative underlings’ excesses. Whatever their motives, they must have been aware of the odious impact of these policies. Pollack has already resigned. Kotlikoff must realize that, for the sake of Cornell, he must embrace true reform or resign as well. |
A CALL FOR REFORM - WHAT CAN ALUMNI DO TO REMEDY THE SITUATION? |
It is clear the administration has lost its right to claim independence from outside oversight. Cornell alumni, if we choose, could provide needed outside oversight by exerting influence over the board to reform Cornell. Together, alumni could demand reform of Cornell’s practices and governance structure as a condition of our continued support of Cornell. Such reforms might include
Article 1: University Policy
Article 2: Students
Article 3: Faculty
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WHY DO ALUMNI HAVE A RIGHT TO DEMAND REFORM? |
Alumni certainly do have a right to demand reform. Without any true shareholders, the rightful owners of Cornell University are the degree holders – the alumni. The owners of any organization are those who have the greatest stake in the value of the organization, and in this case that is the graduates - not administrators who come and go, and whose value is created by their salaries. Alumni have a vested interest in the "value" of Cornell. Cornell's value is derived from the rigor and quality of a Cornell education. That rigor and quality are possible because of the intelligence, enthusiasm, and drive of the students, as much if not more than any other factor. Cornell degrees are valued as indicators of the knowledge, reasoning, and insight gained through hard work at Cornell. The widespread success of Cornell graduates is an indicator of the value of a Cornell degree. Cornell’s prestige and high academic rankings result from the proven reputation of the Cornell degree-holder.\ As the quality of the education deteriorates and the prestige of the university is reduced, and all the other parameters that measure the quality of the institution reduce the "value" of Cornell, the value of the degrees that the graduates hold likewise deteriorates. Thus, the alumni have the greatest financial stake in the value of Cornell, and, consequently, are the "owners" of that value. alumni should have a significant voice in how the university is run to maintain their degrees' value. By our hard work during our student years, our tuition payments, our support for Cornell’s traditions, and our post-graduation financial support, Cornell’s alumni have a stronger stake to claim ownership of Cornell, than does any other constituency at Cornell. It is time we started acting like Cornell’s true owners. No one else cares as much as we do about the preservation of Cornell’s tradition of excellence. |
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