Battle for Board leaves boardroom
By William Schpero, The Dartmouth Staff
Published on Wednesday, September 19, 2007
The debate over the governance of Dartmouth is out of the boardroom and now in the hands of lawyers and pundits on both sides of the issue.
Just over one week ago, the College's Board of Trustees announced reforms that have ended the century-old practice by which half of the Board was elected by alumni. It did so by increasing the size of the Board to 26, adding eight trustees that will be selected by the Board itself. It also moved to change the way alumni are nominated to the Board and called for further efforts to reduce the alleged "politicization" of the process.
In the aftermath of the announcement, members of the executive committee of Dartmouth's Association of Alumni, which includes approximately 60,000 alumni of the College, are now considering suing the College. Alumni are threatening to withhold donations and some former students are charging the reforms demonstrate that Board membership is for sale. And the fallout from this nationally publicized controversy has only just begun.
The heart of this conflict lies in the history of recent trustee elections at the College. The last four trustees elected to the Board -- T.J. Rodgers '70, Peter Robinson '79, Todd Zywicki '88 and Stephen Smith '88 -- were outspokenly critical of the College's policies and won elections by calling for change. In addition, recent elections have seen some candidates spend over $75,000 on their campaigns and salvos of criticism levied by both those in support of these "petition" candidates, who are nominated for the Board by collecting signatures, and candidates nominated by the Alumni Council, the second of the College's two alumni representative bodies.
It is in response to this situation that the Board of Trustees created a governance committee in June with the task of exploring changes to the system of governance at the College.
Board Chairman Ed Haldeman '70, a member of the governance committee, said that the reforms are meant to mitigate the level of politics in trustee elections and increase diversity on the Board.
"The major reason for expanding the size of the Board is to make sure we have in the broadest sense the specialized skills and talents that are needed to provide oversight to an institution as complex as Dartmouth," Haldeman said. "The governance committee and the Board feel that on balance it would be better for Dartmouth if we could make sure that you could run as an effective candidate but not have to spend $75,000 to $100,000."
In addition to increasing the number of trustees, the Board also provided for the Alumni Council to nominate one, rather than three candidates. Board committees on alumni relations, academic affairs and student affairs were also added.
In its report, the governance committee made clear that Dartmouth is unique among its peers in the small size of its Board and the relatively large percentage of Board members that are elected by alumni. These attributes, combined with the fact that the eight additional members of the Board will be selected by the Board itself, has led some alumni to allege that Board seats are actually "for sale."
"Just because one has the ability and the desire to contribute a million times more dollars than I is not equitable to having any more wisdom than someone else," said Frank Gado '58, a member of the Alumni Association's executive committee and an outspoken critic of the reform effort. "I think it is appropriate that we have John Donahoe on the Board -- we can put the seats on eBay." Donahoe '82 is the president of eBay Marketplaces.
Haldeman did not dismiss Gado's assertion that wealth is a factor.
"I want to make sure that we can continue to say that anybody who has the ability to get into Dartmouth can go to Dartmouth, and I don't think we mean that people should leave Dartmouth with giant debts," Haldeman said. "If we are going to do that it is really expensive. I am not embarrassed to say that as we pick people [for the Board], an indication that somebody is committed to Dartmouth is that they have made or will make donations to Dartmouth to allow for need-blind admissions."
This apparent rift between Gado's and Haldeman's views is representative of a larger break between the Alumni Association and the Board. While Association President Bill Hutchinson '76, along with Alumni Council President Richard Silverman '81 and Class Officers Association President Mary Conway '82 released a statement in support of the governance changes, the majority of the Association's executive committee has spoken against them. As reported by The Dartmouth on Sept. 7, seven members of the Association, including Gado, voted to retain the Washington-based law firm Williams & Connolly to explore legal action against the College.
"I would not speculate," Gado said. "I have not sat down with the lawyers and analyzed the case. They are working on it and exploring the strengths and weaknesses of the case."
On governance change, Gado added, "Why should the principle of parity not be respected, what have these guys [the petition candidates] done that is wrong except not see the College through the lens they were handed by the administration?"
Haldeman, while upset by the possibility of legal action, said he believes the College's decision is legally sound.
Hutchinson, though, admitted that if the Association did take legal action, it could greatly damage the organization's ability to function.
"I think for the Association to vote to sue the College would have huge ramifications and I hope it doesn't happen," he said. "It would sever the Association from the College. The Association would have to start functioning completely independently, which would be quite difficult."
The division among alumni on the governance issue, and the possibility of a lawsuit, calls into question whether the Board's decision will hurt the College financially, as many alumni have written the College saying they plan to withhold their donations.
"I am sure that some will," President of the College James Wright said. "But the Board would be irresponsible if it made decisions on either the promise of a gift or the threat not to give a gift."
Despite this, the plans are moving forward. According to Haldeman, the Board hopes to announce some of its new trustees by its Nov. 8 meeting.
The governance debate notwithstanding, the Board released a statement after its Sept. 9 meeting "reaffirming its commitment to maintaining the best possible learning environment at the College." The statement asserts that "teaching and research are synergistic" and that the Dartmouth faculty is strong.
"Dartmouth is committed to maintaining the best learning environment for students and faculty," the statement says in part. "An integral part of the overall strength of Dartmouth is the quality of Dartmouth's professional schools, graduate programs, and the opportunity for collaboration across the campus."