Fire the Worthless Trustees of the University of Florida
[Note: IU people may find footnote 1 the most interesting part of this.]
In 2025, the University of Florida needed a new President. It set up a Presidential Search Committee, which unanimously recommended Dr. Santa Ono, former President of the University of Michigan as the sole finalist. The University of Florida Board of Trustees then unanimously voted to approve Dr. Ono. In the final step, the Florida Board of Governors, which oversees not just the University of Florida by Florida State and the rest of the state universities, voted 10 to 6 to not approve Dr. Ono.
Dr. Ono was a miserable, contemptible, choice. While President of the University of Michigan, he made it one of the biggest supporters of the DEI movement in the country, introducing vast numbers of marxist, identitarian, professors, other instructors, and bureaucrats. In his attempt to get the Florida job, he repudiated all that, and said that he strongly opposed DEI. He thus is rightly despised by both DEI people and anti-DEI people. Yet the Search Committee unanimously recommended him and only him (such committees usually recommend two to four finalists, so the trustees will have some choice1), the 13 members of the Board of Trustees all voted for him, and 6 of the 17 members of the Board of Governors voted for him. What went wrong? How could so many important people, appointed to their positions in what is perhaps the most conservatively governed state in America, vote for a champion of DEI? Equally important, can the Governor fire these incompetents? If they make a mistake this bad, they should not be trusted with any other important decisions; they can’t even be trusted to take a letter to the mailbox.
I don’t know the personalities well enough to answer why the Ono supporters voted as they did, but in this Substack I’ll lay out how they were appointed, who they are, and whether they can be fired by Governor DeSantis or anyone else. I hope Governor DeSantis takes my advice, but a major purpose of this Substack is to write up a case study of incompetence that can be useful to other governors and state legislatures trying to avoid being tricked by the Deep State.
How the Members of the Presidential Search Committee, the Board of Trustees and the Board of Governors were chosen
It is unclear who chose the members of the Search Committee. The press release announcing their identities was signed by Mori Hosseini, Chairman of the Board of Trustees, so either he chose them by himself or the Board of Trustees discussed and chose them, probably without a vote. The Board of Trustees also selected a firm of headhunters to help the Committee. That firm was purely advisory, but so is the Search Committee and the Board of Trustees— the only vote that counts is that of the Board of Governors— so it could be that the Ono nomination traces back to some nameless HR-person at a corporate recruiting firm, and everybody else just slothfully signed off on it.
The Board of Trustees is chosen as follows.
Pursuant to s. 7(c), Art. IX of the State Constitution, each local constituent university shall be administered by a university board of trustees comprised of 13 members as follows:
6 citizen members appointed by the Governor subject to confirmation by the Senate; 5 citizen members appointed by the Board of Governors subject to confirmation by the Senate; the chair of the faculty senate or the equivalent; and the president of the student body of the university. The appointed members shall serve staggered 5-year terms.
There shall be no state residency requirement for university board members, but the Governor and the Board of Governors shall consider diversity and regional representation. (UF Trustees website)
The Board of Governors is chosen according to Article IX(7)(d) of the Florida Constitution, which says:
The governor shall appoint to the board fourteen citizens dedicated to the purposes of the state university system. The appointed members shall be confirmed by the senate and serve staggered terms of seven years as provided by law. The commissioner of education, the chair of the advisory council of faculty senates, or the equivalent, and the president of the Florida student association, or the equivalent, shall also be members of the board.
Who the members were
The members of the Presidential Search Committee are described in this press release:
I am also pleased to announce that UF Board of Trustees member Rahul Patel will serve as chair of the Presidential Search Advisory Committee. Rahul received both his undergraduate and law degrees from the University of Florida (BA ’94, JD ’97), is serving his second term on our Board of Trustees and currently serves as our Board’s Vice Chair and Chair of the Committee on Academic, Faculty & Student Success, Public Relations & Strategic Communications. Joining Rahul on the Committee are the following 14 members:
Mr. Charles Allison, UF Alumnus and IFAS Representative
Mr. Douglas Band, UF Alumnus
Mr. John Brinkman, UF Student Representative, UF Student Body President
Mr. Timothy Cerio, UF Alumnus
Dr. Shakira Henderson, Dean, College of Nursing
Mr. Charles Lydecker, Board of Governors Representative
Dr. Sarah Lynne, UF Faculty Representative, Faculty Senate Chair and Associate Professor in the Department of Family, Youth and Community Service
Dr. Duane Mitchell, UF Faculty Representative, Phyllis Kottler Friedman Professor in the Department of Neurosurgery and Director of the UF Clinical Translational Science Institute
Dr. Michael Okun, UF Faculty Representative, Professor, Department of Neurology and Director, Norman Fixel Institute for Neurological Diseases
Ms. Marsha Powers, UF Trustee
Mr. Jon Pritchett, Chair, UF Foundation Executive Board
Mr. Robert Stilley, UF Alumnus
Ms. Karen Unger, UF Alumnus
Mr. Patrick Zalupski, UF Trustee
The Search Committee is advisory and will ultimately recommend a small number of highly qualified candidates to the UF Board of Trustees. The Board of Trustees will interview the finalists and select the next president of the University of Florida, with the Board of Governors of the State University System ratifying. The Committee will be assisted by an executive search firm selected by the Board of Trustees. The charge to the Committee and brief biographies of Committee members will be posted on a search website. A link to this site will be shared once it is available.
The members of the Board of Trustees who were appointed by the governor are:
Mori Hosseini (Chairman). Engineer, real estate developer.
Richard P. Cole. Lawyer.
James Heavener. Real estate developer and serial entrepreneur.
Rahul Patel (Vice Chairman). Biglaw merger lawyer. Born in London. Named his daughters Anyssa and Selena.
Fred Ridley. Real estate lawyer in a British law firm. Amateur golf champion.
Patrick Zalupski (Search Committee). Real estate developer.
The members of the Board of Trustees who were appointed by the Board of Governors are:
David Brandon. Contractor.
Christopher Corr. Real estate developer.
Jed Davis. Real estate developer.
Daniel O’Keefe. Real estate lawyer.
Marsha Powers (Search Committee). Hospital company executive. Biology degree from Sweet Briar.
The other members of the Board of Trustees are
Blake Cox. MS in Management student.
Sarah Lynne. Associate professor of Family, Youth, and Community Sciences. Psychology PhD.
The members of the Board of Governors appointed by the Governor, with their votes, are:
Ashley Barnett. Against Ono. Philanthropist.
Timothy Cerio. Against Ono. Insurance executive. “One of Governor Cerio’s priorities as a member of the Board of Governors is to promote and protect free speech and civil discourse across Florida’s campuses.”
Aubrey Edge. Against Ono. Private gasoline distributor CEO.
Patricia Frost. Against Ono. Teacher and principal.
Carson Good. Against Ono. Real estate developer and investor, Orlando Airport chairman.
Edward Haddock. For Ono. Lawyer and Co-Chairman/CEO of Full Sail University. U. of Virginia JD.
Brian Lamb (Chairman). For Ono. Banker. Black. His mother worked for the Florida Department of Corrections.
Ken Jones. Against Ono. Private equity firm founder, 2012 Republican National Convention President, U.S. Senate Majority Leader Trent Lott’s chief counsel.
Alan Levine. Against Ono. Hospital company executive. Former Trustee.
Charles Lydecker (Search Committee). For Ono. Insurance company CEO and Chairman of American University’s Board of Trustees.
Craig Mateer. Did not vote. Founder of two logistics, and hospitality services companies in succession. Basketball scholarship at Florida State. Served on local Salvation Army and YMCA boards.
Jose Oliva. Against Ono. Son of Cuban immigrants. Founded a cigar and a Hispanic frozen food company, former Speaker of the House for Florida.
Paul Renner. Against Ono. Former Speaker of the House for Florida, Surface Warfare Officer, and assistant state attorney.
Eric Silagy. For Ono. Former CEO of Florida Power & Light Company. J.D. from Georgetown.
Other members of the the Board of Governors are:
Carson Dale. For Ono. Undergraduate majoring in International Affairs. Frat boy.
Manny Diaz. Against Ono. Commissioner of Education. Social studies teacher, legislator, college bureaucrat.
Kimberly Dunn. For Ono. Associate professor of Accounting at Florida Atlantic. Foster parent, adopted two boys.
What happened?
Based on all this, I can speculate as to what happened. Remember, this is just speculation, but I’m 66 years old and a game theorist, and I’ve had a lot of experience with committees, so I have both more theory and more evidence than most people.
Here’s the story. Mori Hosseini, Chairman of the Board of Trustees, is woke, and appointed a search committee that was woke, appointing his Vice-Chair, Rahul Patel, to chair it so it would reach the right result. He also appointed Trustees Marsha Powers and Patrick Zalupski to the Search Committee, knowing that they are either woke or conformists who always vote with a committee majority. Faculty government representatives such as Sarah Lynne and student representatives such as John Brinkman are always either woke or conformist or both, so they’d be pro-Ono. Hosseini could easily find pro-Ono candidates to fill the 1 administrator, 2 faculty, and 4 alumni slots, since the pool of possible members is huge for each of those. With a woke chairman who is a Biglaw deals lawyer (think of the TV series Suits) and 9 other members who were pro-Bono, it would be easy to get the rest to agree, since most people hate to vote in a minority. And so the Search Committee was unanimous.
It was important for the Committee to recommend only one candidate, since Ono was such a weak candidate, and so Patel ensured that they would decide on only one, an example of the art of heresthetics for which political scientist William Riker was famous.2
The Search Committee’s unanimous and solitary recommended candidate thus went to a vote by the Board of Trustees. The vote being unanimous meant most trustees would vote the same way, trusting that since not one member of the Search Committee dissented, it must be an easy and good decision. So they didn’t do any research of their own on the candidate. This, if true, is corporate malfeasance— if this were a corporate board of directors and directors voted for a CEO without doing any of their own due diligence, just trusting the search committee, they would be liable for money damages,though they would also have director’s insurance which would probably pay for if the malfeasance were lack of care instead of an intentionally bad decision.
Four of the thirteen trustees were already committed to Ono— the Chair who chose the Search Committee and the three Trustee members of the Search Committee, who were already recommending him. Add the student member and the faculty member, who would be woke, and we’re up to six, almost a majority. For the other 7, as well as the tendency to not investigate a unanimous committee recommendation we have the common tendency of members of a nonprofit board to act as rubberstamps for the chairman, and the common disinterest in reading even the 300-page packet of material sent to them by the president of the nonprofit and carefully curated by him to avoid including anything he doesn’t want them to see or to insert the crucial as pages 230 to 244, the least likely place to be read. And so the Board of Trustees was unanimous.
The Board of Trustees decision, however, unlike the Search Committee’s recommendation, was big news. Chris Rufo and others noticed it and were outraged. The members of the Board of Governors were thus put on notice that something was being snuck through, and even if only one member had realized that, one is enough to alert the others, either before the meeting or by asking questions during the meeting.
Why, then, did six members of the Board of Governors vote for Ono even though he was such a bad candidate and they knew the truth about him? The answer is easy for two of them. As I said earlier, the faculty government and student government members are always woke. The other four were Charles Lydecker, Edward Haddock, Brian Lamb, and Eric Silagy. Charles Lydecker had been on the Search Committee which voted for Ono, and his pride didn’t allow him to admit that he’d been fooled, so he voted for Ono again. Lamb and Silagy are executives at big public corporations— Morgan Chase, and Florida Power and Light— so they were comfortable with DEI and slimy executives who reversed positions to gain promotion.
Haddock was President of Full Sail University, a for-profit college specializing in getting students jobs in the entertainment industry (in recording studios, as film technicians, etc.). Full Sail University says on the About page of its website,
Full Sail was founded on a philosophy of inclusion, access, and supporting our students’ dreams. . . By taking active steps to advance our institution's systems and practices with a goal of fairness and empowerment, we can further ensure that Full Sail's future is not just one of continued success, but also one that is inclusive and representative.
It seems they force their teachers to take monthly classes in marxist ideology, and they proudly boast of this fact on their website:
Diversity, Inclusion, and Belonging Continuing Education for Faculty and Staff: Each month, the Faculty Development and the Staff & Cultural Development departments work together to bring ongoing education to faculty and staff. Courses are available both live and on demand and explore concepts related to race, religion, access, ability, and identity.
Silagy’s Full Sail University is so woke that a student can be expelled for telling jokes about sex or gender:3
Sexual harassment is a violation of Title IX and will not be tolerated at the University. Sexual harassment means conduct on the basis of sex that satisfies one or more of the following: . . . 2 Unwelcome conduct determined by a reasonable person to be so severe, pervasive, and objectively offensive that it effectively denies a person equal access to the University’s education program or activity. An example may include but is not limited to unwelcome sex or gender-based jokes or comments, which are made in-person or conveyed electronically.
Thus, Eric Silagy is an advocate of DEI and wokeness at his own university and would of course support it at the University of Florida.
Firing members of the Search Committee, the Board of Trustees, and the Board of Governors
The Search Committee has disbanded, so it is too late to fire people from being members of it. Given their lack of judgement, though, it might be good to fire them from other positions they hold with the state government. Those who are simply alumni can’t be fired. Those who are Trustees or Governors we will deal with later. Of the others, Charles Allison is IFAS Representative (Institute of Food and Agricultural Sciences Representative). He is employed in the private sector, as Managing Director for Prudential Ag Investments, so he can’t be fired. John Brinkman is Student Representative and Student Body President, and he too cannot be fired from a state job. Shakira Henderson is Dean of the College of Nursing. She can be fired without cause by the Board of Trustees, or directly by the Governor if she is “a state officer” (see below). Sarah Lynne, Duane Mitchell, and Michael Okun are tenured professors, and so cannot be fired without Florida breaching a contract and paying damages. Jon Pritchett is Chair of the UF Foundation Executive Board. My guess is that the UF Foundation is a private nonprofit corporation that solicits donations for the University, in which case he is not a state employee and we’d need to look at who “owns” the UF Foundation to see who could tell its directors to fire him.
For the Trustees, Article III of the University of Florida Bylaws says:
Section 3.2 REMOVAL – To the extent permitted by law, the Governor or the Board of Governors, whichever is the appointing authority, may remove a Trustee for cause. Unexcused failure to attend three (3) consecutive regular board meetings in any fiscal year shall be grounds for removal.4
This is overridden, however, by Article IV of the Florida Constitution, which says how to remove either a Trustee or a member of the Board of Governors:
SECTION 7. Suspensions; filling office during suspensions.—
(a) By executive order stating the grounds and filed with the custodian of state records, the governor may suspend from office any state officer not subject to impeachment, any officer of the militia not in the active service of the United States, or any county officer, for malfeasance, misfeasance, neglect of duty, drunkenness, incompetence, permanent inability to perform official duties, or commission of a felony, and may fill the office by appointment for the period of suspension. The suspended officer may at any time before removal be reinstated by the governor.
(b) The senate may, in proceedings prescribed by law, remove from office or reinstate the suspended official and for such purpose the senate may be convened in special session by its president or by a majority of its membership.
Suspension is thus equivalent to Removal, except that Suspension can be for a short period of time and the Governor is not required to refill the position.
An unauthoritative but probably reliable web source that I won’t even bother to link to says
Misfeasance is the act of engaging in an action or duty but failing to perform the duty correctly. Misfeasance refers to an action that is unintentional. However, malfeasance is the willful and intentional act of doing harm.
The crucial thing here is whether malfeasance and misfeasance include bad policy decisions. I think it would, but Florida caselaw— precedents from rulings judges have have made— might disagree with me.
What should Governor DeSantis do?
I think that Governor DeSantis should use his Article IV constitutional power to fire Dean Shakira Henderson and to suspend the Trustees and Governors who voted for Ono. If they voted so perversely in this big, controversial, decision, they can’t be trusted to reform Florida higher education. They are either woke themselves, or asleep at the wheel. Indeed, the Governor should be happy that these votes happened, because otherwise it would have been hard to know what bad state officials these people were— but their vote on Ono is a clear litmus test.
Litmus tests are good, by the way, even though leftists use the term derogatorily. Anyone who knows high school chemistry knows that it’s great to have a simple, quick, nonpoisonous, and 100% reliable test to know whether a substance is acidic or not. It’s good to have a test like that for whether a person is acid that will corrode your institution of learning.
At the same time, state government firings and appointments are political actions, and the kind of political actions that are so personal that they merge closely into actions of friendship, favors, patronage, kindness, and dealmaking. I understand that a good governor will not always fire someone who woul deserve to be fired if the question were purely that of merit and moral worth. Indeed, a governor might appoint and retain an incompetent and evil political enemy as Trustee. There are elements of personal friendship, compromise with the opposition, past promises, past favors repaid, gentleness towards weak personalities, maintenance of alliances, appeasement of internal factions, and geographical, ideological, racial, ethnic, and professional representation to consider. But since I don’t know the personalities involved in Florida politics, I’m just giving the good government recommendation: fire the bastards.
Footnotes
For example, when the President of Indiana University retired, the search committee there offered four finalists to the trustees, especially recommending two of them, one of whom was my old enemy, IU-Bloomington Provost (campus boss) Lauren Robel. The Trustees found all four of the finalists unacceptable and restarted the search themselves, in a total repudiation of the wisdom of the search committee. They then chose Pamela Whitten, who had applied to the search committee for the job but hadn’t made their top-four list.
There are rumors, by the way, that Lauren Robel was rejected because she had gone crazy attacking Professor Eric Rasmusen, the author of this Substack, the year before, calling me “racist, sexist, and homophobic”, “bigoted”, “loathsome”, “immoral”, and “stunningly ignorant, more consistent with someone who lived in the 18th century than the 21st”. This last rather pleased me; I am a big fan of Isaac Newton, Jonathan Edwards, and George Washington, to pick representives from early, mid, and late century who were pious arian, calvinist, and pious deist; though I’m not so keen on Louis XIV, Voltaire, and Robespierre, a similarly diverse trio. I don’t know Lauren’s religion, but she even called me unchristian. If she’s Christian herself, I bet she doesn’t know her Luther from her Leo. But she was confident enough to say I’m lethal:
Sometimes Professor Rasmusen explains his views as animated by his Christian faith, although Christ was neither a bigot nor did he use slurs; indeed, he counseled avoiding judgments. Rhetorically speaking, Professor Rasmusen has demonstrated no difficulty in casting the first, or the lethal, stone.
It is improper to say things like that about one of your professors, as I explained in my article proposing that she be fired as Provost. Also, Trustees like university presidents to be boring, faceless, bureaucrats, not impassioned vixens who get international news coverage for saying odd things. And so she didn’t get the job and retired.
I asked ChatGPT why Lauren Robel didn’t get the job, and it seems to agree:
I strongly recommed William Riker’s short and entertaining book, The Art of Political Manipulation. A classic of applied game theory, it consists of 10 or so historical or literary stories that he analyzes to show how given the decision preferences of the organization, some clever person manipulated the agenda (e.g. the order of votes and what exactly was the wording of the resolutions) to achieve his desired decision despite being in a minority of people who wanted it. Examples are from the Founding Fathers, Pliny, the novel The Masters, southern opposition to civils rights bills, and a flying club that had to decide the size and number of airplanes it would buy. I’ve used some of his stories in my own game theory book, Games and Information, the work for which I am best known.
Probably a student would be expelled for telling any kind of joke, actually. The Full Sail student manual prohibits verbal acts that bother people, though, like most universities, they avoid specifying exactly what constitutes a violation because if they did, the public would see how woke they are:
Unlawful harassment on the basis of a protected characteristic (i.e., race, color, national origin, age, real or perceived physical or mental disability, pregnancy, familial status, religion, sexual orientation, gender identity or expression, military veteran status, or any other characteristic protected by federal, state or local law) is defined as intimidation or abusive behavior toward a student based on the student’s protected characteristic, that creates a hostile environment by interfering with, limiting or denying a student’s participation in or receipt of benefits, services or opportunities in Full Sail’s educational programs.
Harassing conduct can take many forms, including verbal acts and name-calling, as well as nonverbal behavior such as graphic and written symbols, or conduct that is physically threatening, harmful or humiliating. When harassing behavior is sufficiently severe, persistent, or pervasive that it creates a hostile or abusive educational environment, it can violate a student’s rights under Section 504, the ADA, the Civil Rights Act, the Age Discrimination Act or the Florida Civil Rights Act. A hostile environment may exist even if there are no tangible effects on the student where the harassment is serious enough to adversely affect the student’s ability to participate in or benefit from the educational program.
It’s peculiar to put this in the bylaws. Bylaws are the internal rules of an organization, in contrast to the charter, which contains the rules that the leaders of the organization can’t change. Here, the charter is part of the state constitution. Ordinarily, bylaws can be changed by majority vote of the governing body— the Board of Trustees in this case, the board of directors if it is a profit or nonprofit corporation, the partners if it is a partnership. Thus, the Board of Trustees could vote to change Section 3.2 and say the Governor couldn’t remove any trustees. That would conflict with the Florida Constitution, though, and so would not be valid. So why put anything about removal in the Bylaws, since the Trustees can’t make any rule about removal?
Section 3.2 actually does seem to violate the words of the Florida Constitution when it says “or the Board of Governors, whichever is the appointing authority,”. Article IV of the Florida Constitution says nothing about the Board of Governors having the power to remove a Trustee. It only gives that authority to the Governor.
Do not be surprised by this violation of state law. It happens all the time in state government, especially in universities. Usually officials don’t even know the laws or regulations that are supposed to constrain them unless someone complains they are violating it. And in-house state legal counsel is often of very low quality. An example is the Chief Counsel of Indana University who was fired for embarassing its Board of Trustees. The Trustees had given the outgoing President something like $500,000 that they were not legally required to give him (I think they were morally required, but it’s a long story). But it was actually just the Chairman of the Board who authorized it, and there was no vote, so it was illegal. Law professor Steve Sanders pointed this out. The Chair threatened him, and a law firm put in a public-records request for all his emails. He discovered that the University had hired the law firm. It was all very embarassing. Eventually two things happened. The Board held a quick vote to ratify the payment, which made it legal, and overnight the Chief Counsel’s name disappeared from the university website and there was an acting chief counsel instead.
Another peculiarity, if I may digress still further, is that the Bylaws require not the usual majority vote, but a 2/3 vote to amend the Bylaws. Article VII says:
Section 7.4 AMENDMENTS - These Bylaws may be amended at any regular meeting of the Board by the affirmative vote of not less than two-thirds (2/3) of the members of the Board then serving, provided that notice of any proposed amendment including a draft thereof shall have been filed in writing with the Corporate Secretary and a copy of10 the draft shall have been electronically mailed to each Trustee or posted in the online Board database at least ten (10) days prior to the meeting at which the amendment is to be voted upon.
I think the 2/3 requirement is unlawful, though I’ll check with some corporate law professors. It is a change in the fundamental rules of the organization that determine the power of the trustees. Just as the bylaws cannot amend the charter, they cannot bind future trustees. Look at the extreme case: could the bylaws say that the bylaws cannot be amended, or that it requires a unanimous vote? I doubt it.
In the Florida statutes, there’s nothing about the majority required in Section 607.1020 “Amendment of bylaws by board of directors or shareholders”. Section 607.1022 “Bylaw increasing quorum or voting requirements for directors”, however, does say,
(3) Action by the board of directors under subsection (1) to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Looking at the statutes of other states shows how a Florida court might resolve the lack of clarity in its statutes. Delaware says in §109. Bylaws that,
any corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors or, in the case of a nonstock corporation, upon its governing body.
AI claims that Delaware law permits a 2/3 requirement for amendments, but I think it’s wrong, because what the Delaware law permits, if it is even relevant, is a supermajority for “the transaction of any business” and I think amendment wouldn’t count as “business” and the cited section of the statute is about quorums anyway, not anything else. 8 DE Code §216 (2024) says,
"Subject to this chapter in respect of the vote that shall be required for a specified action, the certificate of incorporation or bylaws of any corporation authorized to issue stock may specify the number of shares and/or the amount of other securities having voting power the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business, but in no event shall a quorum consist of less than 1/3 of the shares entitled to vote at the meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall consist of no less than 1/3 of the shares of such class or series or classes or series."
ChatGPT was better than Google or Grok. It pointed out Chesapeake Corp. v. Shore (Del. Ch. 2000), which struck down a requirement of a 60% supermajority of shares to amend the bylaws.
ChatGPT says that in California, a supermajority is allowed only in the articles of incorporation, not the bylaws (Section 204(a)(5)). In New York, the articles specify the director vote required: “When so provided in the certificate of incorporation or a by-law adopted by the shareholders, by-laws may also be adopted, amended or repealed by the board by such vote as may be therein specified, which may be greater than the vote otherwise prescribed by this chapter . . .” NY Bus Corp L §601 (2024).
There's always a market for folks like the disappeared IU General Counsel. Cornell hired the GC of Oberlin after the disastrous (for Oberlin) Gibson's Bakery litigation.
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