Alumni to take legal action against College
By William Schpero, The Dartmouth Staff
Published on Wednesday, October 3, 2007
The executive committee of Dartmouth's Association of Alumni voted in a late-night conference call Tuesday to file for an injunction that would stop the College from filling its eight new seats on the Board of Trustees. The Association's leadership is seeking to prevent the board from changing the balance between alumni-elected and board-appointed trustees and to require the College to continue to seat trustees elected by alumni.
The vote on the injunction was not unanimous. Three members of the executive committee voted against the measure, including Association President Bill Hutchinson '76.
"I think legal action against the College at this time is probably one of the worst things the Association could do," Hutchinson said. "I am not a lawyer, but from everything I have read I do not think it has legal standing."
This move represents the latest fallout from the board's Sept. 8 resolution that added eight charter trustee seats. Charter trustees are selected by the board itself, while alumni trustees are elected by alumni. The board's action ended over a century during which the board consisted of equal number of charter and alumni-elected trustees.
The Board also changed the rules governing the nomination of candidates for the alumni trustee seats. The Alumni Council, the second of Dartmouth's two alumni bodies, can now nominate one or two, rather than three alumni for the board.
The governance reform effort follows four trustee elections in which candidates elected by petition, rather than nomination by the Association, were successful in gaining a seat. The four trustees -- T.J. Rodgers '70, Peter Robinson '79, Todd Zywicki '88 and Stephen Smith '88 -- won on similar promises of change and were outspokenly critical of the College. In addition, recent elections have been highly politicized, with top-tier candidates spending over $75,000 on their campaigns.
Under the old system, had the remaining four alumni seats gone to like-minded candidates, the petition trustees would have been one vote from a majority. (Aside from the 16 trustees, the president of the College and the governor of New Hampshire are also members of the Board, although the governor traditionally does not vote.) Now those elected by the alumni will never be close to an absolute majority without the support of other Board members.
By filing an injunction, several members of the executive committee hope that the governance reforms will never be implemented.
"The Association's Executive Committee believes that the selection of one-half of the trustees by Dartmouth alumni remains vital to ensure Dartmouth College's progress, prominence, and usefulness as America's finest undergraduate College," a statement released by the executive committee said.
Later, the statement continued, "The Executive Committee believes it has a duty to act in the best interests of Dartmouth College and its alumni, and it believes that it can best serve those interests by seeking a judicial opinion as to the propriety of the board's planned governance changes, and by ensuring to the greatest extent possible that the responsibility of alumni for Dartmouth College's governance is not diminished."
"There were several attempts made to try to get [the board] to desist and they said no," said Frank Gado '58, a member of the executive committee and liaison with the committee's legal counsel. "That really finally closed the door."
The injunction represents a last resort, Gado said.
"Honestly, everybody on our side wanted to avoid a lawsuit," he said. "We wanted to avoid going to court, but we wanted respect for alumni rights."
The executive committee retained the Washington, D.C., law firm Williams & Connolly following the board's decision. The firm will be responsible for filing the injunction in New Hampshire court at a time to be determined. It is not known who is funding the legal effort, beyond donations from unnamed alumni.
"That is really not our concern -- whose funds," Gado said. "I have deliberately chosen not to inquire who is funding this. The Association is the client."
Gado said he is confident that the injunction will be supported by the courts.
"[The lawyers] clearly have faith in the legal merits of the case," Gado said. "We are not doing this to be nasty; we are doing this because we believe it has merit."
While Gado cited an August survey of alumni as proof that the alumni body supports legal action, Hutchinson disagreed with this characterization.
"I think there are some who will applaud it, but I think the majority will feel it is time to move on and work productively with the board," Hutchinson said. When asked whether he thought the injunction would hurt Dartmouth, he responded, "I think it will be detrimental."