Illinois Judge Voids Severance Agreement After Finding that the Board of Trustees of Northern Illinois University Violated the Open Meetings Act

By January 8, 2018 News No Comments

On June 27, 2017, Misty Haji-Sheikh, a member of the De Kalb County Board, filed a complaint for injunctive and declaratory relief against the Board of Trustees of Northern Illinois University.  Haji-Sheikh sought a declaration from the court that a severance agreement entered into between the Board of Trustees of Northern Illinois University and its then-president was null and void due to the Board’s violations of the Open Meetings Act.

The factual basis for Haji-Sheikh’s complaint was as follows.  Dr. Douglas Baker became the president of Northern Illinois University in July 2013.  In 2015 and 2016, the Governor’s Office of Executive Inspector General investigated Dr. Baker for ethical violations pertaining to the employment, retention, and payment of consultants.  A report from the investigation was provided to the Board of Trustees on August 23, 2016.Before the Board of Trustees’ regularly-scheduled meeting on June 15, 2017, the Board posted an agenda for the meeting that contained 14 total items.  Item No. 13 of the agenda stated: “PRESIDENTIAL EMPLOYMENT (review and approval).”  The June 15, 2017, meeting began at 9:00 a.m. and covered items 1 through 12 of the agenda, after which point the Board held a closed session for over seven hours concerning the item pertaining to presidential employment.  Following the closed session, the open meeting reconvened and lasted an additional 13 minutes and 10 seconds.  During that time, the Board announced that Dr. Baker was leaving his position with the University and that an interim acting president was being appointed.  The Board also unanimously voted to approve a severance agreement with Dr. Baker, which included $450,000.00 for an additional year of salary, a lump sum payment of $137,500.00, and up to $30,000.00 for unpaid expenses and legal fees.

Based on the events at the June 15, 2017, meeting, Haji-Sheik argued before the De Kalb County Circuit Court that the Board of Trustees violated the Open Meetings Act by posting a vague and misleading agenda. Specifically, she claimed that the agenda item concerning “PRESIDENTIAL EMPLOYMENT (review and approval)” did not specify the general subject matter concerning Dr. Baker’s severance agreement or even suggest that such an agreement was subject to consideration. She further argued that the Board violated other statutory provisions pertaining to public universities that required the notice to contain a copy of the severance agreement or, at a minimum, a description of the proposed principal financial components of the agreement.

The Board of Trustees argued that the agenda and notice for its June 15 regularly scheduled meeting was adequately descriptive of what they intended to discuss, and that, even if there was a technical violation of the Open Meetings Act, invalidating the severance agreement would not serve a public purpose.

Ultimately, a De Kalb County Judge agreed with Haji-Sheikh and ruled that the severance agreement was null and void because it violated the Open Meetings Act.  The Judge found that the agenda item of “PRESIDENTIAL EMPLOYMENT (review and approval)” was vague and ambiguous, because it failed to mention or otherwise explain that termination, separation, or the possibility of a severance agreement were under consideration.  As a result, the Judge found that ordinary citizens did not have any reasonable expectation that the agenda item included anything more than the review and approval of Dr. Baker’s employment.

The parties are expected to return to court in mid-January for a potential ruling on Haji-Sheik’s additional request for attorney fees.

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