Tuesday, January 16, 2007

BoG/AMS Conflicts

We'll get to the recaps of the "debate" soon, but I've been asked by a few people to comment on the relationship between AMS and BoG representatives, and I intend to do so.

I've heard it said that the reps on BoG can represent the AMS, because the AMS represents students, and anything in students' best interests is necessarily in the University's best interests. While this is logically appealing, it's not sound.

Why? Many will blame "the University's corporate nature." There's nothing the University can do about its corporate structure and Board; that's mandated by the University Act. The real reason is the corporate structure of the AMS. Like it or not, the AMS has a corporate structure, with a Board of Directors, with all the fiduciary responsibilities of a corporate Board. Yes, there's Directors' insurance, lawyers, all those "real-world" things that neo-Marxists might like to pretend we don't have to deal with. But we do.

That can lead to a conflict of interest. Usually, that's not a problem. On tuition, development, and financial aid, it's unlikely that there is any conflict. In fact, on things like that, I believe very strongly that the student interest is the University interest. But let's say the AMS enters into a contract with the University (they already have hundreds), and things go wrong, and it ends up in court. When that happens, the Directors are always named. And someone who's a Director of the AMS and of the University will be named in both lawsuits. Which, ladies and gentlemen, is a genuine, bona fide conflict.

Here's an example. Directors have a responsibility to give full disclosure to their organization, as an outflow of their fiduciary responsibility. Let's say AMS and UBC are negotiating a contract, and the AMS has a particularly sensitive confidential reason for entering the contract. Someone who's a Director of the University has a responsibility to the University to disclose that information, and someone who's an AMS Director has a responsibility to keep it secret. Again... that's a conflict.

The problem with the argument that UBC interests = student interests = AMS interests is the last premise. In not all cases do AMS interests directly relate to student interests. Never mind the fact that it's almost impossible to monolithically characterize student interests (hello tyranny of the majority!), but there are times when the interests of the AMS as a corporate entity must be considered as separate from those of students. Not necessarily different or opposing students, but they need to be considered separately.

So yes, in perfect happy world, AMS, student, and UBC interests are always the same thing. It makes sense in lobbying. But being a Director is about more than lobbying. And to pretend otherwise fundamentally ignores the reality of the AMS corporate structure.