The investigation found the trustees violated board bylaws and the code of ethics by interfering in university affairs and using student groups to orchestrate attacks against colleagues, among other things.

It also recommended the two be referred to Gov. Gretchen Whitmer for possible removal, an action that the board — including Kelly — voted in favor of during the March 3 meeting. 

But Kelly says that vote doesn’t change his relationship with Vassar.

Support of ex-chair Vassar

“I’m fairly close with Rema,” he said. “We talk, we continue to talk. I am very supportive of keeping Rema active with this board because I think she’s very talented, and I think she did a lot of things for the community, in particular students.”

Student groups such as the Black Students Alliance and MSU’s chapter of the National Association for the Advancement of Colored People have long supported Vassar, who is Black, saying she advocates for marginalized and underrepresented students. 

The groups started a petition against the removal of Vassar and Denno ahead of the March 3 meeting.

Kelly said the most concerning finding of the outside firm’s report was that Vassar and Denno had been using student groups to orchestrate attacks against colleagues who opposed Vassar and that the information was “brand new” to him upon reading the report. 

In fact, Kelly said he decided to vote in favor of resolutions to refer the trustees to the governor for removal, strip them of their committee assignments and censure them “primarily because of those disclosures,” he said.

“In some cases, it’s a fine line between the passion for the students (Vassar) and (Denno) both have, wanting to help students and interacting with students to try to help them,” he said. “In this case, they went too far. There’s no doubt about it.”

The investigation, conducted by law firm Miller & Chevalier, reviewed recordings that an individual provided of conversations they had with Vassar and Denno.

In those recordings, the trustees encourage students to “embarrass” the administration and publicly call Chair of the Faculty Senate Jack Lipton a racist, according to the report. Lipton had previously publicly called for Vassar's resignation. 

The trustees argued that comments Lipton made in reference to students in support of Vassar at an October meeting were racially charged and offensive, according to the report. 

Lipton — referring to disruptions by attendees in support of Vassar at that meeting — said in a statement published in The Detroit News that Vassar “elected to let the mob rule the room.”

Some students have argued that statement weaponized stereotypes that Black people are inherently angry or dangerous. Other students have argued that Vassar and Denno have “exploited racial identities” of students in an attempt to turn them against Lipton. 

Lipton publicly apologized for his comments during a Dec. 15, 2023 meeting. He said he meant to convey through his statement that as chair, Vassar had the authority to call for order during the chaotic meeting but chose not to.

Kelly said the board wasn’t “attempting to step on the governor’s toes,” in voting to refer the trustees for possible removal. Instead, the board’s decision was made based on the outside firm’s report, which recommended the action, he said. 

Stacey LaRouche, a spokesperson for Whitmer, has called the investigation's findings concerning and said her office would be “monitoring the situation closely.”

Despite this, Kelly said he anticipates Vassar will be on the board for the remaining six years of her term and will be a “valuable asset to the board.”

Experts told The State News that Vassar and Denno’s actions do warrant removal under the state constitution but warned against removal being used as political fodder.

96% of faculty would like to see the two removed from office, according to a recent vote. 

Unifying the board under the new president

Kelly becoming board chair coincides with another significant leadership change at MSU, as former University of North Carolina at Chapel Hill Chancellor Kevin Guskiewicz began his tenure as MSU’s president on March 4.

Kelly, who was on the presidential search committee, said Guskiewicz was his top choice all along. 

Kelly's priority is to unify all eight members of the board under the new president and in doing so, “stay out of the newspapers,” he said.

“He has all of the experience,” Kelly said. “He has the energy to bring some new life into the university, and that includes the key components of research, faculty and students. He’s done it all before, and I’m looking forward to him doing it again.”

Kelly commended Guskiewicz for embarking on a listening tour to meet with constituents across campus. 

Guskiewicz will be the sixth president during Kelly's term, which began in 2017. 

Improving the board's governance

Another goal of Kelly’s is to “improve (the board’s) governance,” something he thinks can be accomplished with better “onboarding of new board members.”

Specifically, he said findings that trustees violated the code of ethics' limits on board authority "could have been avoided if we had better training."

Vassar was found by the Miller & Chevalier report to have acted outside her scope of authority in negotiating a settlement with a former business college dean and intervening in the release of documents to the Attorney General's office relating to the university's handling of disgraced ex-MSU doctor Larry Nassar.

The board passed a resolution during the March 3 meeting that would require professional development for the board.  

The board has faced criticism in the past for overstepping boundaries in the university’s governance structure and attempting to usurp the administration’s authority. More recently, Miller & Chevalier’s investigation described a “fraught relationship” between then-chair Vassar and then-interim President Teresa Woodruff. 

The board signed pledges not to interfere in Guskiewicz’s administration and passed them unanimously during a Dec. 15, 2023 board meeting. 

Faculty unionization efforts

Kelly steps in as board chair amid a unionization push by tenure-track faculty at MSU, who launched their campaign in November in hopes of giving professors more power in administrative decision making. 

Kelly, who worked as a litigator for 28 years and specialized in labor law, opposed a 2021 board resolution governing unionization, which ultimately passed along party lines. 

That resolution requires that university officials remain neutral on unionization efforts and also gives MSU the authority to voluntarily recognize unions with majority support of the bargaining unit without a third-party administering an election.

Union organizers have argued that resolution puts the board in a unique position to swiftly recognize the union, but Kelly argues it may put the administration in an unfair position.

“I am not anti-union,” he said. “I’m very respectful of unions. What I am against is an unbalanced negotiating table.”

The neutrality agreement restricts the information that the university can provide to the union, “except that required by law.” It also prevents the university from correcting inaccuracies published by the union until two days after it’s published. 

“I don't think that the board should have gotten involved in what I believe is the normal process for the unionization of any group,” Kelly said. “But as chair, I fully respect the board process. And if the majority of the board disagrees with me, then we'll move forward with whatever the majority of the board decides.”

At the last board meeting in early February, the board said it planned to formally recognize the Union of Tenure Stream Faculty ahead of its next meeting on April 12. 

Trustee Brianna Scott said during that meeting that any delays on the board’s part are because it wants to ensure the process is "fair" and that there is "no confusion."

Reviewing the university's investments in weapons manufacturers and aid to Israel

At the Feb. 2 meeting, chair of the finance committee trustee Sandy Pierce said her committee would review the university’s investment portfolio in response to student calls for divestment from weapons manufacturers as well as aid to Israel. 

Kelly said that committee has not yet met, but he “knows (Pierce) is committed” to reviewing the university’s investment. 

“One of the issues is whether or not you invest in both Palestinian as well as Israeli companies, and then the whole issue of ‘should we be involved in weapons in general,’” he said. “So, it’s a complicated issue that we have to take a look at.”

Even if MSU wanted to pull out of the bond giving aid to Israel, doing so would be “chaotic,” Assistant Vice President of Financial Management Jeff Rayis told The State News in February.

Financial experts say the complex web of outside asset managers and contractually-bound investments put the university in a bind — without much control over its own endowment.

Kelly’s term as trustee and board chair will end on Jan. 1, 2025.