A flurry of Board of Trustees meetings marked by surprise resolutions and public business conducted defiantly out of view has led to a leadership vacuum at North Idaho College. On Thursday, trustees placed President Nick Swayne on administrative leave; days later, the successor they handpicked to replace him turned down their offer.
Why the trustees put Swayne on leave remains unclear. The move came after a special board meeting Thursday, conducted largely in executive session, which was arranged shortly after Swayne questioned board actions at its regularly scheduled meeting last Monday. During that meeting, the president raised concerns that trustees had violated open meeting and procurement laws by introducing unannounced resolutions and abruptly hiring a new college attorney without a formal interview or application process.
Now the sidelined president isn’t talking, and board leaders aren’t answering questions.
North Idaho College, a community college with an enrollment of nearly 10,000, has faced concerns about its Board of Trustees before. In the span of less than two years, the board fired former president Rick MacLennan without cause (MacLennan subsequently sued, leading to a nearly $500,000 settlement), lost its insurance company over heightened risk factors, saw executive leaders leave en masse and received a warning from accreditors over the board’s behavior.
The board has also experienced significant turnover in the last year. One trustee, Michael Barnes, stepped down in January amid questions about his state residency that were never answered. That left four members who regularly deadlocked on votes. Then two trustees—Christie Wood and Ken Howard—resigned in May, a strategic decision to force the governor’s office to appoint three new board members, which the remaining trustees unsuccessfully tried to block via a lawsuit.
Now, following fall elections, three new trustees are in place. And at the Dec. 5 board meeting—the first to include the new members—the holdovers introduced surprise resolutions that may have crossed legal lines. In two subsequent special meetings, they doubled down on those actions.
A Dysfunctional Board
Monday’s meeting started with a reorganization of the board. Greg McKenzie—who told fellow trustees in September, “you assholes are being assholes” after they passed on one of his proposals—was installed as board chair, replacing former chair Todd Banducci, who remains on the board. But as McKenzie struggled to follow the basics of board procedure, including voting processes, Banducci appeared still to be running the show as he handed out two surprise resolutions that were not on the board’s agenda or read publicly. President Swayne and other members of the board questioned the resolutions, raising legal and other concerns.
The resolutions—one for the impromptu hire of a new legal counsel and the other to suspend executive hiring—were eventually made public Wednesday, two days after being approved.
The first resolution came in response to the resignation of North Idaho College attorney Marc Lyons, who stepped down last week. Lyons, who had served as the college’s attorney for 23 years, frequently clashed with McKenzie and Banducci in recent years. Though he stopped short of naming names, Lyons cited NIC’s thorny politics in his resignation letter.
“It has become clear that my services are no longer desired by those who will soon hold a majority position with the Board of Trustees,” Lyons wrote. “While disappointing, this is certainly the right of the board, and I have no desire to further any tension or disturbances at the college.”
Lyons’s resignation followed a postmeeting exchange with Banducci, captured on video, in which the trustee called Lyons “disgusting” and “an embarrassment to your profession.”
As the board deliberated the resolution, Swayne cautioned trustees against breaking state laws, arguing that the contract for legal services should go up for a bid.
“If I may, Chair, I do believe you are violating state law,” Swayne told McKenzie.
Swayne also said he had received calls from the governor’s office expressing concerns about the board breaking open meeting laws by pushing through surprise resolutions.
(The governor’s office confirmed to Inside Higher Ed that it had contacted Swayne to voice concerns but denied providing legal advice. It referred questions on open meetings laws to the Idaho state attorney general’s office, which in turn referred questions to the county prosecutor’s office. The county prosecutor’s office did not return Inside Higher Ed’s phone call.)
The resolution called for the immediate hire of new legal counsel, with a contract going to local lawyer and former Republican attorney general candidate Art Macomber. Trustee Brad Corkill pushed back on the hire, suggesting it was irregular to ask him to vote to immediately approve someone he had not seen references for. McKenzie replied that he should have met with Banducci before the meeting—suggesting that Banducci may have briefed members in private—an invitation that Corkill acknowledged he had declined. Trustee Tarie Zimmerman said she received no such invitation to meet individually with Banducci and shared Corkill’s reservations about the hire.
Though Banducci’s relationship with Macomber is not clear, campaign finance reports show that his wife, Babette Banducci, donated $350 to Macomber’s failed run for attorney general in 2022. Macomber and his wife previously made donations to Banducci’s trustee campaign in 2020, as well as to McKenzie and Barnes, the trustee who resigned over questions about his residency.
Trustees ultimately approved the resolution on a 3-to-2 vote, with Banducci and McKenzie joined by new member Mike Waggoner while Corkill and Zimmerman, also new to the board, dissented.
Swayne, concerned that the proceedings might be illegal, refused to sign the legal services contract, saying he would consult with his personal attorney first.
“Sir, you are under the direction of the board,” Banducci chided.
Swayne responded that the board could not instruct him to engage in illegal conduct.
According to the college, Swayne has since signed the contract. (Swayne did not provide an interview to Inside Higher Ed. Contacted by phone, Banducci hung up when Inside Higher Ed tried to ask questions. A call to McKenzie was answered by a man who declined to identify himself, offered to relay a message and then hung up when a reporter observed that his voice sounded like McKenzie’s.)
As soon as he was hired—without any formal interview—Macomber pulled up a chair at the end of the table next to Banducci and proceeded to provide legal counsel throughout the meeting.
The second surprise resolution Banducci introduced at Monday’s meeting called for a suspension on hiring for new and vacant positions in the president’s cabinet. NIC has been under pressure from its accreditor, the Northwest Commission on Colleges and Universities, to fill vacant positions at the executive level that have turned over as employees left the college in recent months. That resolution, in defiance of NWCCU guidance, also passed on a 3-to-2 vote, with Corkill and Zimmerman again dissenting.
During discussion, Banducci said the resolution was necessary so the board could pause and review procedures, suggesting it was important for the elected board to move forward with its own agenda rather than on a path set by members appointed “by the governor and his minions.”
As trustees deliberated over the hiring resolution, Keri Simonet—chair of NIC’s Staff Assembly—called for the full text of the document to be read aloud, which members declined to do.
“I was concerned when I saw the resolutions being passed around, as I, nor any of my colleagues or [the] general public, had [not] had the opportunity to read these resolutions in order to have an informed opinion as to what was being voted on,” Simonet told Inside Higher Ed via email. “I felt like the question needed to be asked of what these resolutions were.”
Macomber admitted Thursday that he had written both resolutions presented by Banducci prior to becoming the board’s legal counsel.
A Second (and Secretive) Meeting
When the board came together for a special meeting Thursday, much of it took place in executive session. But when board members returned to open session, they offered some insight into Macomber’s hiring. They also placed the president on administrative leave and explored the possibility of immediately appointing Michael Sebaaly, NIC’s former wrestling coach, as acting president. Sebaaly had served in the interim president role for nearly a year after trustees fired the last president.
The motion to place Swayne on administrative leave came from Banducci, who had voted against hiring him in June. Macomber explained that the reason was because of a suspected mistake in Swayne’s contract. In September, trustees had voted to approve a change to the contract that the former attorney said was the result of a “scrivener’s error,” or an unintentional mistake. Language had been changed to strike the words “either party” from a section in the contract on the termination clause to “the president.” Macomber argued that update reflected a “material change” and Swayne should be placed on leave during an investigation. The move to paid administrative leave, Macomber said, was for Swayne’s own protection.
Pressed for more details, NIC referred Inside Higher Ed to board leaders, who did not respond to a request for comment.
With questions swirling about Macomber’s mystery hire, the lawyer took a moment to introduce himself Thursday, emphasizing his years in private practice and mentioning his recent campaign.
“I’m pretty well-known, but some people don’t know me,” Macomber said.
Ultimately, Macomber said he became interested in the job after Lyons’s resignation, and his sudden hire came about following conversations with Banducci about the need to replace Lyons.
NIC documents show Macomber will earn $325 an hour, up from Lyons’s fee of $200 per hour.
Macomber also took aim at Lyons, claiming he refused to turn over files on NIC, which Macomber said amounted to his predecessor working against the college. That alleged action, Macomber said, meant he would have to “start from ground zero” on ongoing accreditation issues. Macomber promised a forthcoming investigation but did not list specific areas of inquiry.
With Corkill absent, Zimmerman remained the lone opponent of the board’s actions, defending Swayne, chastising fellow trustees and questioning the legality of recent board decisions.
“I really believe that open meetings laws have been violated,” Zimmerman told fellow trustees, questioning how Macomber had been hired as well as his qualifications for the position. Zimmerman then made a motion, which failed, to begin a search for qualified candidates.
A Chaotic Third Meeting
The board called another special meeting Saturday, which became so heated that it required five recesses. A fire alarm disrupted the proceedings twice, as protesters, some holding signs denouncing the board’s actions, demanded to speak and accused trustees of acting in bad faith.
At the meeting, McKenzie revealed that Sebaaly had declined the acting president position, citing it as too risky. McKenzie cried as he delivered the news that forced trustees back to the drawing board.
Banducci then provided the résumé of a former NIC employee for consideration as interim president, passing it to board members but not revealing the candidate’s name. Based on discussion of the unnamed candidate’s résumé, it appears that trustees will now ask Gregory South, who served as an interim dean at the college for five months, to become the next president. South, according to his LinkedIn profile, has held administrative positions and a string of acting presidencies at various colleges after a lengthy career as a tennis coach. The board moved up its next meeting to Dec. 15 to consider the appointment.
The meeting ended with Macomber denouncing the local newspaper for its coverage.
Breaking Board Norms
Experts on college governance note that producing surprise resolutions, hiring unvetted candidates and defying accreditor recommendations are highly unusual actions for any board of trustees.
Springing an unexpected hire on fellow trustees raises concerns of transparency as well as board cohesiveness, said Armand Alacbay, chief of staff and senior vice president of strategy for the American Council of Trustees and Alumni. He added that such a move can erode public trust.
“First and foremost, as a trustee, your first job, even as a fiduciary, is to maintain the public trust. Not having other members of the board clued in to a major decision is highly concerning,” Alacbay said.
Terrence MacTaggart, a senior consultant and senior fellow at AGB Consulting, an arm of the Association of Governing Boards of Universities and Colleges, said hiring legal counsel without considering other candidates or conducting a formal interview and vetting process was “an illustration of bad practice” and a rare move.
“I think it’s helpful to ask why regulations, best practices and recommended processes are in place in the first place. And the answer is because by and large, with the whole board being involved, and comparing one candidate with another, you wind up with a better choice at the end,” MacTaggart said.
Alacbay added that it is “highly unusual” for a president to question the legality of board actions.
Whether the board violated open meetings laws is up to the county prosecutor to determine. In the event that the board violated Idaho open meetings laws, the actions taken during those meetings would be invalidated, according to a spokesperson for the attorney general’s office.
A site visit from North Idaho College’s accreditors is scheduled for April.
This article originally appeared here.