At 9 a.m. on July 9, the Roger Williams University board of trustees met in downtown Providence for its annual meeting — even though that meeting is usually held in October — and took several actions that would have significant repercussions for the university and its leadership in the coming weeks.

At the meeting, Ralph R. Papitto, 80, announced his decision to step down, citing his age and a desire to spend time with his family. His resignation ended his 39 years on the board, the last 20 as chairman. The board also voted to remove two trustees — Dr. Barbara H. Roberts and Joseph A. Caramadre — who had called for Papitto’s resignation after the chairman uttered a racial slur at a May 2 board meeting. (A third trustee, Sally E. Lapides, who had joined the effort to oust Papitto, had been dismissed weeks earlier.)

In the next two weeks, publication of these actions would cast a harsh spotlight on Roger Williams University and tarnish the reputation of a man who led the board during a period of remarkable growth, a businessman who had helped found the state’s first law school and had given nearly $3 million to the university.

It ended Wednesday, when Papitto, after days of mounting pressure, requested that his name be removed from the law school.

The events that unfolded between May 2 and July 9 also shed light on the workings of a small governing body whose actions are seldom public. The events revealed a board of trustees with a weak committee structure and a chairman who wielded great power, and who also had personal or business ties to many of the board’s members.

The board had recently been cited by a regional accrediting body for violating its own bylaws, not having a conflict of interest policy and for being too small and lacking diversity. The issues were severe enough for the accrediting body, the New England Association of Schools & Colleges, to issue an infrequently used “Notice of Concern” to the school in March.

THE BOARD OF TRUSTEES is the governing body of the university. Its members hire and can remove the president. They control the university’s budget and endowments, set tuition and fee rates, oversee construction projects, approve academic programs, grant tenure and promotions, and serve as the legal and fiduciary representatives of the university.

Papitto served as a trustee since the Bristol campus opened in 1969, and became chairman in 1987, according to Michael Doyle, of the public relations firm RDW Group, who was recently hired as spokesman for the board.

Roger Williams’ board, which during the 2006-2007 academic year had 16 members, 14 of them white men, is markedly smaller than those of other private Rhode Island colleges. Bryant University’s board has 37 trustees, Providence College’s 35 and Salve Regina University’s 34 — and the president at those schools serves as a voting member.

At Roger Williams, President Roy J. Nirschel cannot vote, but he is part of the trustees’ powerful five-member executive committee, which met frequently and apparently made several decisions that on other boards would have been handled by other committees or that required the action of the full board — including adding and removing members. Besides Nirschel and Papitto, Raymond H. Keller, Edward Pieroni and John A. Tarantino served on the executive committee.

There was also a question of trustees’ term limits. Roberts said trustees were elected for six-year terms — although many have served significantly longer, such as Mario J. Gabelli, a financier for whom Roger Williams’ business school is named, who has been on the board since 1990. Keller and C. Lynn Singleton have served since 1994, and Stephen B. Kistner has served since 1998.

But Doyle said that trustees did not have six-year term limits and that trustees could serve six years at a time for an indefinite period. He also said that trustees’ terms were renewed or rescinded each year at the annual meeting.

Roberts and Caramadre said they do not recall having yearly reappointment votes, although one was held July 9.

Many trustees have close ties to Papitto.

They include the new chairman, Richard L. Bready, who succeeded Papitto at Nortek, the company he founded; Tarantino, Papitto’s lawyer; Pieroni, his accountant; Roberts, who was his cardiologist; Gabelli, a major investor in Nortek; Keller, a former top executive at Avtek, another company Papitto founded; his son-in-law, Harry M. Crump; and two businessmen Roberts said invested money or had business dealings with Papitto: Kistner, managing director of U.S. Trust Co. and Bradley P. Dorman of WhaleRock Capital Partners.

Until May 2, the board lacked a conflict-of-interest policy.

“In the mid-1990s, only about 16 percent of private colleges and universities had conflict-of-interest policies,” said Susan Johnson, executive vice president of the Association of Governing Boards of Universities and Colleges. “By 2005, 97 percent had them.”

Even more important than relationships that may exist on a board is openness about them, says Joanna Silver, a partner at Cullen and Dykman, a New York law firm. Silver advises several New York area colleges.

“It is best practice to have a conflict-of-interest policy and all trustees who have an interested transaction — who stand to gain — need to disclose those transactions and the board needs to decide if they need to be recused,” Silver said. “You’ve got to be up front about it.”

While some problems outlined in the NEASC report have been addressed, the board and university have declined to discuss many of the changes and the events that brought about the recent controversy.

THE BOARD OF trustees met at 5 p.m. on May 2 at 150 Washington St., a downtown building Roger Williams had recently decided to sell, but continued to use for meetings.

Several routine items appeared on the agenda, including a report from Nirschel, another from the school’s vice president for enrollment, and a vote on a conflict-of-interest policy — the first in the trustees’ history.

Besides Papitto and Nirschel, present at the meeting were trustees Gary R. Chapman, Caramadre, Dorman, Keller, Kistner, Pieroni, Roberts, Singleton, Tarantino, who was the board’s vice chairman, and Robert Avery, the university’s general counsel. Two other trustees participated by phone, David J. Calabro and Gabelli.

Papitto also announced that two new trustees had been added: Crump and Dorman.

Roberts later said that she had been caught off guard by the announcement. She served on the nominating committee, which was supposed to review new members. She had been advocating that women and minorities be added to the board, not two more white businessmen.

The group then moved to a discussion of the “Notice of Concern.” During the discussion to add women and minorites, Papitto uttered the racial epithet, “n-----.”

Upset about Papitto’s comment, Roberts talked with several other trustees in the parking lot after the meeting, she said in an interview with The Journal last week.

That night, she e-mailed President Nirschel, seeking a meeting to discuss Papitto’s remarks. Nirschel responded at 6:52 the next morning. According to Roberts, they spoke and agreed Papitto would have to apologize to the university employees who were present. Later in a May 5 e-mail exchange, Nirschel indicated that it wasn’t the first time Papitto had used offensive language. “None of it came as a surprise,” Nirschel wrote. “He has lambasted blacks, Muslims and Jews before in front of staff,” he wrote.

Over the next several days, Roberts and Nirschel e-mailed each other about Papitto’s comments and long-standing problems with the board. Roberts provided The Journal with their e-mails; Nirschel declined to comment on the e-mails or the workings of the board.

In a May 6 e-mail, Roberts said she wondered if “RP” realized he would also have to step down. In a May 8 e-mail, she pointed out that the board had violated several of its own rules, including not having alumni members and having the chair appoint members rather than having the full board elect them.

Nirschel replied that day in an e-mail: “There [has] never been any alumni in six years! I have suggested many! Harry and Brad [were] appointed by Ralph. He wrote me a nasty letter telling me not to share the bylaws or the NEASC letter with you board members until he wanted to!”

During this period, the trustees received notice of a special board meeting Papitto had called for May 9 — uncharacteristically short notice for a board that only meets every two or three months.

WHEN THE TRUSTEES gathered at 150 Washington St., Papitto immediately announced he wanted to go into executive session, Roberts recalled. That meant Avery, the university’s lawyer, who usually took notes at meetings, left the room with his notebook. As a member of the executive committee, Nirschel remained.

Papitto apologized for using the racial slur.

Roberts then asked to read her prepared remarks, a copy of which she provided to The Journal. “I want to preface my remarks by saying that I make them only after hours of soul-searching and with a heavy heart,” she said.

Roberts said she accepted the chairman’s apology, but called his use of the racial slur “shocking, unacceptable and inexcusable” and said she was “extremely upset” that he had placed Crump and Dorman on the board, “bypassing the Nominating Committee.”

Roberts then made three recommendations: that the appointments of Dorman and Crump be rescinded, that the board add more women and minorities and that Papitto resign and be replaced by a chairman elected in accordance with the board’s bylaws.

No vote was taken on Roberts’ recommendations. But she said Caramadre and Lapides, who was out of the country for the May 2 meeting, voiced support for her recommendations.

“Based on the interaction of the board to allow discussion to allow removal of the chairman,” said Caramadre in a phone interview yesterday, “it was clear that only three people were concerned about the chairman’s actions.”

In retrospect, the fact that more trustees did not publicly support her recommendations does not surprise her, Roberts says. “The board is riddled with conflicts of interest,” she says. “It became apparent to me that I probably wouldn’t have been appointed if I wasn’t his cardiologist.”

The next day, May 10, Roberts met with Nirschel, Avery, Chapman and Tarantino at Tarantino’s law office at the Citizens Bank building. They discussed the need for Papitto to resign within the next few weeks and the need for the board to expand, Roberts says. They also talked about having Chapman serve as interim chairman, she says.

Roberts says she left the meeting thinking the trustees would resolve the situation as they had dealt with everything, privately, and that she had the support of some of her fellow trustees and the university president.

An e-mail from Nirschel to Roberts later that day bolstered her belief. “You’re great!” Nirschel wrote. “I look forward to a liberating 4th of July or so! RJN.”

OVER THE NEXT few weeks, Roberts says, she began to worry. She hadn’t heard much from Tarantino, and Nirschel was traveling out of the country. The brief exchanges she had from them, she says, did not increase her confidence that the plans they had discussed were moving forward.

In early June, Roberts learned Papitto had tried to get her voted off the board. But Tarantino told her, she says, that he and Pieroni informed Papitto, “You can’t vote someone off the board just because you don’t like them.”

On June 18, Roberts’ fears were confirmed, when she received a letter from Papitto, saying she was terminated from the board.

Caramadre had received a similar letter from Papitto.

Around this time, Lapides said, Papitto called her and said she had been dismissed from the board for too many absences, a claim she disputes.

On June 27, Roberts, Lapides and Caramadre sent a memo to Nirschel and the trustees demanding that they be reinstated and that Papitto step down. The three also sought the removal of any executive committee members who had participated in their ouster, and maintained that Papitto should not be allowed to name his successor.

Papitto responded in a July 2 letter, threatening Roberts with legal action if she made the controversy public. But he retreated from his June letter that said she had been dismissed.

He confirmed that an executive committee meeting was held on June 14 and that she and Caramadre had been “terminated.” But he wrote, “Unfortunately, the wording of the letters sent to Trustee Caramadre and you was inexact. “My intent … was to call a full Board meeting to discuss the proposed changing of the guard.” Papitto also wrote that “Trustees Roberts and Caramadre will be afforded an appropriate opportunity to discuss any complaints they may have with the Board.”

The meeting was set for July 9.

JUST BEFORE 9 a.m. on July 9, Roberts pulled into the parking lot near 150 Washington St. and saw Chapman, who had brought his lawyer, John J. Partridge, to represent him at the meeting.

“The reason Jack accompanied me was that I did have certain concerns, and in this case, I wanted to be protected,” Chapman said in a phone interview Friday night. Chapman confirmed that when Partridge tried to enter the meeting room, Robert G. Flanders, the former state Supreme Court justice and new chairman of the state Board of Regents for Elementary and Secondary Education, who was representing Papitto and the board, told him he could not attend the meeting. Papitto had building security escort Partridge out, Chapman said. Flanders declined to comment last week.

In addition to Roberts, Caramadre and Chapman, present were: Papitto, Flanders, Nirschel and Avery, and trustees Bready, Dorman, Keller, Singleton and Tarantino. Gabelli, Crump and Calabro participated via phone. Pieroni and Kistner had resigned prior to the July 9 meeting.

Roberts says she took detailed notes throughout the meeting, and she says Papitto yelled, “What does she think she is — a lawyer?”

One of the first orders of business was “proposing a slate of current Trustees for resignation, non-reappointment or removal,” according to a July 2 letter from Papitto to Roberts.

Caramadre and Roberts said they voted against their removal. Only one trustee abstained — Chapman. The other trustees voted in favor.

“Yes, I did abstain from voting,” Chapman said. “Everybody has to make their own decisions about each element that comes before the board.”

But he declined to comment further. “Well, obviously, I didn’t vote for it,” he said. “But I want to move the university forward and I don’t want to do anything that creates a situation that harms the university.”

A new slate of trustees was appointed: Bready, as chairman, and Calabro, Chapman, Crump, Dorman, Gabelli, Singleton and Robert Stoico. It is unclear whether Keller resigned or was removed. Repeated requests by The Journal to the university and the board for information about what happened at the meetings were denied. Roberts, Lapides and Caramadre say they were the only trustees removed unwillingly and “without cause.”

According to Caramadre and Roberts, Caramadre asked that formal roll call of votes be taken. He then asked each trustee to disclose any potential conflict of interest, starting with Gabelli. Gabelli refused and Papitto said no trustees would answer the question.

“Since you are asking, I asked, to protect the university’s integrity, that all the trustees disclose any business interest or conflict of interest they may have with the university or the departing chairman,” said Caramadre when contacted by The Journal. “Unfortunately, I was shut down and that information would not be given to me.”

Papitto told them as ex-trustees they had to leave the meeting. Roberts disagreed, saying the chairman had assured her that she would be given a forum at this meeting, and she began reading a prepared statement.

“…If you use a despicable racial slur in the context of complaining about having to diversify the Board … the only remedy that justice cries out for is your immediate removal from office,” Roberts said in her statement. “That such action was not taken expeditiously by this Board, nor the Administration of this University, will be a blot on its memory forever.”

Roberts said later, “I ended up giving an abbreviated version, because the chairman was screaming at me the whole time.”

MINORITY LEADERS, law students and some faculty have called for the reinstatement of Roberts, Caramadre and Lapides. But Doyle, spokesman for the board, said last week that there was no plan to invite them back.

Some of the changes the three ousted trustees had called for have happened. Besides Papitto stepping down, the board of trustees will grow and become more diverse, adding a dozen new members including several women, minorities and international members — although the board declined to identify the new trustees.

“None of them has a conflict of interest with the university,” Nirschel said.

University leaders are eager to put the past two months behind them and move forward, although it is unclear how much of Papitto’s influence remains. As emeritus chairman, Papitto has the right to attend board meetings when invited, as does Tarantino, as vice chairman emeritus, although they no longer have voting privileges.

At least one trustee hopes that the board will conduct more of its business in the open and follow its own rules — including its new conflict-of-interest policy.

“I think every university in America needs to be more transparent, and we are going to have a governance committee to oversee that,” Chapman said.

“Now that we will have a more diverse board and a governance committee, all these things will be corrected,” he said. “I see nothing but good things.”

jjordan@projo.com