Discussion about sealed envelopes being placed in the book with official minutes from the University of the Cumberlands board of trustees meetings, and discussion about “closed minutes” from a 2005 board of trustees meeting, were two of the primary topics of discussion Wednesday afternoon during a federal court trial involving the school and a former president.
Dr. James Taylor and his wife, Diana Taylor, filed suit in U.S. District Court in London against the university in 2017 claiming that it reneged on an agreement to pay Dr. Taylor his full salary and benefits during his retirement. At issue is nearly $400,000 in salary and benefits Dr. Taylor was receiving at the time of his retirement in 2014, and that he wants to continue to receive now.
One of the issues at the heart of the lawsuit is a purported contract between the couple and the school.
The seven-page document was reportedly signed by the Dr. and Mrs. Taylor and Jim Oaks, who was chairperson of the board of trustees for the university, and dated April 19, 2012.
University officials have strongly disputed the lawsuit and the allegations in it claiming that the university hadn’t even seen the “agreement” or disputed contract until it “curiously” showed up on the desk of current President Larry Cockrum around July 1, 2015, without any indication who left it there.
Sue Wake, a former vice-president of institutional advancement and special assistant to the president who retired after 35 years at the University of the Cumberlands, spent about three hours on the witness stand Wednesday afternoon during the third day of the trial.
Wake testified that there was probably no one at the school, who worked more closely with Dr. Taylor over the years than herself, and that he never lied to her and she doesn’t believe he would lie about this.
“He is a man of integrity,” Wake testified.
One of Wake’s duties at the school was keeping minutes for the board of trustees meetings, and then preparing the minutes for the board. The board of trustees included official trustees, who were voting members, in addition to some honorary trustees.
When the board of trustees went into executive session, which included only official voting trustees, Wake left the room along with the honorary trustees and Dr. Taylor, she testified.
Wake said she gave her notepad to the board secretary or one of the other board members to take notes during the executive session.
She then prepared the minutes for the executive session part of the meeting based on those board member notes, and information verbally communicated to her by the person taking the notes.
Minutes from the executive session of the Oct. 20, 2005 board meeting reflect that concerns about Dr. Taylor’s health were noted during an executive session. Oaks noted that the board needed to give thought about Taylor’s retirement, and finding a potential replacement, which could work alongside Taylor until then.
Testimony revealed that there appeared to be handwriting from two different people on handwritten notes from the executive session of that meeting.
Wake said she didn’t recall, whose handwriting it was.
The notes indicated that there was discussion of Taylor continuing to work for the university during his retirement and a retirement salary for him.
Wake said that she had not seen any “closed minutes” from the Oct. 21, 2005, board meeting until Barbara Edelman, an attorney for the university, interviewed her in 2016 after the lawsuit was filed.
Wake said that she did not type those “closed minutes,” the “closed minutes” weren’t part of the official minutes, and that she had not been asked to incorporate those minutes into the official minutes from the meeting.
Oaks claimed to have taken the notes from a second executive session, Edelman told Wake, who was asked if she could recall the board ever going back into executive session after it adjourned.
Wake said she could recall it twice, but didn’t remember when or for what reason. Once a couple of board members stepped out of the room, and then everyone was called back inside the room.
The second time, several board members had already come out for lunch, and then were called back into the room.
Wake said she couldn’t think of a reason why a second person would have taken the notes during the executive session.
Wake testified that she never mailed out any “closed minutes” to board members.
Wake testified that board trustee Lonnie Walden provided her with the notes and a verbal report from the April 19, 2012, executive session at the board meeting, which is what she used to prepare the minutes of the executive session.
The minutes from that executive session differ somewhat from the notes. The notes indicated that a proposal was discussed regarding Dr. Taylor’s possible retirement, but Wake said she changed the word “proposal” to “contract” in the minutes, which she thought was more accurate.
Wake said that Dr. Taylor wasn’t involved with making that change.
Wake said that no board stated the minutes from that meeting were incorrect or questioned anything about them.
“I do not know what passed, but I know a proposal about Dr. Taylor’s retirement benefits were passed,” Wake said.
She said she didn’t know what the terms of the proposal or contract were though.
A copy of the contract was never included with the official board of trustees’ minutes, nor sent to them as part of the agenda, Wake said.
The minutes are mailed to all board members typically four to six weeks after the meeting, and the board members were asked to notify Wake about any corrections that needed to be made. Those minutes would then be approved at the next board meeting.
Wake said those minutes were approved, and no board members notified her that any corrections needed to be made.
Another of Wake’s duties was sending out packets of information to trustees prior to board meetings that also included copies of the proposed agenda for the meetings. Wake said she didn’t recall sending out copies of any contracts for Dr. Taylor to board members.
Wednesday afternoon’s testimony answered the question of where the copy of the Taylor contract that Cockrum found on his desk on July 1, 2015, came from.
Wake said Cockrum asked her in the winter of the 2014-2015 semester whether she had a copy of Dr. Taylor’s retirement contract.
“I said, ‘I am sure it is in HR (Human Resources).’ I didn’t have a copy of it,” Wake testified.
Wake said that she didn’t look for a copy of the contract at the time.
Wake testified that she accidently found a copy of what she thinks was it on June 30, 2015, near the bottom of a box she was cleaning out, which had assorted documents, including copies of things the board members had left on the conference table after the October 2014 board meeting.
Wake said she anted to get the box sorted before leaving that day because she was scheduled to have surgery the next day.
Wake said she put the document on Cockrum’s desk before she left with a note along the lines that she thought this was the document he had asked her about previously.
Wake didn’t testify as to whether she signed the note, but said she thinks Cockrum would have been able to recognize her handwriting at that point.
She testified she is aware that a copy of Taylor’s proposed 2012 contract was never placed with human resources.
“It did seem unusual,” Wake said.
At the time, copies of contracts involving Taylor would normally have been taken to human resources by Oaks, Taylor or Steve Morris, who was another vice president of the university in 2012.
Edelman noted that Oaks previously testified that he did not take a contract involving Dr. Taylor to human resources in 2012.
Wake said that she is not aware of the 2012 contract or “disputed agreement,” as it has been referred to in court, being attached to the board minutes.
Wake testified that from time to time, sealed envelopes were placed in the book where she kept the official minutes from the board of trustees meetings.
“I had no idea what was in there,” Wake said of the envelopes.
She recalled one instance where Dr. Taylor put a sealed envelope in the minute’s book.
She recalls Dr. Jim Oaks also asking her to place a sealed envelope in the minute’s book sometime in 2007.
The envelope said for her eyes only and was marked confidential.
Wake said that if there were secret minutes in the sealed envelope or envelopes she did not know to distribute those to the board members.
Wake said that she did not have the authority to let people look at sealed envelopes included with the minutes, and that only Dr. Taylor or Oaks, who at the time was board chairman, had the authority to do that.
The issue came up one time when auditors wanted to review a sealed document in the minutes, and Wake said she believed the auditors were able to do so after speaking with Taylor.
Learns of lawsuit
Wake said that she learned about the lawsuit when Dr. Taylor told her about it, and she provided him with documents from the university for the lawsuit, but didn’t go onto campus to get the documents. She had the copies of the documents stored on her computer at home. Wake said she didn’t consider the documents that she gave to Dr. Taylor’s attorney Duane Cook to be confidential.
When Wake met with Edelman at the Cumberland Inn to discuss the matter, Wake insisted on recording the interview, which she later gave to Cook, who is now also her attorney, Edelman noted during Wednesday’s hearing.
Wake noted that she shared information with Edelman too, and tried to get the matter resolved.
Wake said she offered to provide the university with electronic copies of everything from her computer at home.
She also testified that she felt she had an equal loyalty to Dr. Taylor and the university, which she was involved with for 47 years, and even at times put ahead of her own family.
Testimony was scheduled to resume Thursday in the case.