The College rejected a proposal from the group of seven alumni who are currently suing the Board of Trustees to end all legal action against the College if parity is restored on the Board, according to a letter from the College's attorneys. In the letter rejecting the settlement offer, College attorneys defended against their original decision to expand the Board to include eight more charter trustees, arguing that it has allowed an increase in diverstiy amongst Trustees.
In the letter which was dated July 23 and signed by Richard Pepperman '87, a partner at the New York law firm Sullivan and Cromwell who has argued the case for the College Pepperman wrote that the College is rejecting the settlement offer because it remains confident in its position in the lawsuit.
The lawsuit is the second legal challenge to the Board's September 2007 decision to increase the size of the Board by adding eight Board-selected trustees, which the plaintiffs argue is a violation of an 1891 agreement to maintain parity on the Board, which they consider to be legally binding.
Following the September 2007 decision, the Association of Alumni filed the first lawsuit in October 2007 arguing that parity was legally established by the 1891 agreement. In June 2008, the alumni body elected a new Association executive committee which ran on a platform of ending the lawsuit that subsequently withdrew the lawsuit with prejudice, meaning the plaintiffs could not bring up another lawsuit filing the same claims.
An independent group of alumni B.V. Brooks '47, John Steel '54, Kenneth F. Clark, Jr. '50 Tu'51, Marisa DeAngelis Kane '83, John Plunkett '57, Douglas Raichle '66 and Robert G. Reed III '49 subsequently filed a second lawsuit in November 2008 putting forth the same argument about the Board's expansion. Grafton County Superior Court Judge Timothy Vaughan dismissed the suit in January on account of the original withdrawal being made with prejudice.
"The Superior Court's summary judgment decision makes clear that there is no basis for [the plaintiffs'] lawsuit," Pepperman's letter said. "We are confident that the [N.H.] Supreme Court will affirm that decision."
In their settlement offer, the plaintiffs cited a report conducted by the Tellus Institute and the Center for Social Philanthropy that found that approximately 70 percent of current Dartmouth trustees hold Masters of Business Administration, and 45 percent of the Board works in finance.
In the Pepperman letter, College attorneys defended the Board's September 2007 decision to alter the Board's structure.
"These changes are strengthening the Board's ability to obtain the broad range of backgrounds, skills, expertise and capabilities needed to steward an institution of Dartmouth's scope and complexity," the letter said.
Since September 2007, the Board has selected nine new charter trustees. Of those nine, six account for seats added by the expansion of the Board while the remaining three charter trustees were selected to fill the positions of outgoing trustees.
"Consistent with the needs of the College identified at the time of the Board's governance review, the Board since has appointed new charter trustees who expand the Board's breadth of skills and professional expertise, including in fields such as medicine and biotechnology, public service, real estate, and not-for-profit and international management," the Pepperman letter said.
In 2008, the Board selected Jeffrey Immelt '78, Sherri Oberg '82 Tu'86, John Rich '80, Steven Roth '62 Tu'63 and Diana Taylor '77 as charter trustees. Denise Dupre '80 and William Helman '80 were selected as charter trustees in 2009, while Trevor Rees-Jones '73 and Peggy Tanner '79 joined in 2010.
Of the nine additional trustees, four Helman, Oberg, Tanner and Taylor have professional experience in the investment industry. Three of the new charter trustees are successful leaders in the business industry, as Immelt currently serves as chief executive officer for General Electric, Oberg is the CEO of the pharmaceutical company Acusphere and Rees-Jones is the president of Chief Oil and Gas.
Although each of these trustees adds to the total number of Board members with professional backgrounds in the investment and business industries, they bring unique experiences in fields including public health, public service, real estate and engineering that broaden the Board's capabilities, Bob Donin, the College's general counsel, said in a July 15 interview with The Dartmouth.
In the letter rejecting the settlement offer, Pepperman also noted that the new trustees have "ties to [Dartmouth's] graduate and professional schools" and "come from a broader range of alumni classes, [are] parents of current students, and [have] long records of commitment, involvement and service to Dartmouth."
Both Oberg and Tanner are parents of current Dartmouth students, while Oberg and Roth both either serve or have served as members of the Board of Overseers for the Tuck School of Business.
Since the College rejected the settlement offer, the court proceedings will continue as scheduled. The deadline for the plaintiffs' appeal brief to the state Supreme Court is Aug. 2, according to Donin. The College's response brief will be due Sept. 1.
Pepperman and the plaintiff's attorney, Eugene Van Loan of Wadleigh, Starr & Peters, P.L.L.C. declined to comment for this article.
