The group of seven alumni led by B.V. Brooks '47 which has been engaged in a lawsuit against the College's Board of Trustees since November 2008 offered to discontinue all legal action against the College if the Board restores parity between alumni-elected and Board-selected trustees in an open letter sent to the Board on Wednesday. The suit is the second case that has accused the College of breaking an 1891 agreement to maintain parity on the Board, which the plaintiffs argue is legally binding.
"If the Board agrees to re-establish parity, we agree to drop our lawsuit, to give up our claim that the 1891 Agreement is a contract and to promise that we will never again be personally involved in suing Dartmouth to enforce the 1891 Agreement," the letter stated.
Currently, the Board has filled six of the eight extra charter-selected trustee seats that it added to the Board with the September 2007 decision to expand membership. The letter requests that the Board does not add any more charter-selected trustees, and instead adds six alumni-elected trustees in the election this upcoming spring.
In the letter, the plaintiffs said they remain confident in their legal claims and will continue with the appeal proceedings if the College rejects their settlement offer. The letter states that the plaintiffs have been advised that their suit could succeed and argue that this resolution is preferable for the College, as the suit is "not only taxing financial resources on both sides, but also continuing and deepening the antagonism between the Trustees and the Alumni."
Following the September 2007 decision, in October 2007 the Association of Alumni filed the first lawsuit 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 which subsequently withdrew the lawsuit with prejudice, meaning that the plaintiffs cannot bring up another lawsuit filing the same claims.
An independent group of alumni Brooks, 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 making the same argument about the Board's expansion.
The lawsuit was dismissed by the Grafton County Superior Court Judge Timothy Vaughan in January on account of the original withdrawal being made with prejudice.
In March, the plaintiffs announced they would appeal the case's dismissal to the New Hampshire Supreme Court. The deadline for the plaintiffs' appeal brief is August 2, according to the College's general counsel Bob Donin, but in the open letter, the plaintiffs promise no additional legal action if their request for parity is satisfied.
Association President John Mathias '69 who has consistently criticized all litigation against the College in attempts to restore parity said that the settlement offer asks the College to capitulate and satisfy the plaintiffs' original complaint. The settlement offer is "meaningless" and "silly," Mathias said.
"When [the plaintiffs] say they will drop their lawsuit if parity is restored, that's what happens when you win the lawsuit's over," Mathias said.
This plan would effectively add four more trustees to the Board, but the Board "would still be well within the norm for post-secondary institutions of similar size," the letter said.
The plaintiffs would consider other proposals, such as reducing the number of charter trustees currently sitting on the Board, to resolve the parity issue according to the plaintiffs' attorney, Eugene Van Loan of Wadleigh, Starr & Peters, P.L.L.C.
The Board's 2007 decision to end parity has been charged as an attempt to curtail the growing contingent of alumni seats being won by petition candidates who were largely critical of former College President James Wright and his policies.
Petition candidates won Board seats in four consecutive alumni elections, but the most recent alumni trustee election saw a change from the trend, as Alumni Council-nominated candidate John Replogle '88 defeated petition candidate Joe Asch '79.
This April's election results signify that "candidates supported by the establishment' can indeed win over outsider' candidates who petition onto the ballot," according to the letter. Other alumni have noted that the recent election proves that alumni are willing to unite under College President Jim Yong Kim, which was not the case during Wright's administration in previous interviews with The Dartmouth.
If the plaintiffs' suggestion of adding six additional alumni-elected seats is approved by the College, the Board and the administration would have to "assume the risk" that the additional alumni-elected trustees elected by alumni "may not be to their liking," the letter said.
In their settlement offer, the plaintiffs also cited a report conducted by 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.
"Contrary to the assertion in the letter, [the College] feels strongly that the Board has used the new charter seats to broaden the range of backgrounds, skills and expertise needed to strengthen the Board," Donin said.
Despite statistics used to criticize the Board's makeup, the Board elected Trevor Rees-Jones '73 and Peggy Epstein Tanner '79 as charter trustees at its June meeting increasing the total number of trustees with backgrounds in investment and business to 13 of the 22 Board members.
Both Kim and outgoing Board Chairman Ed Haldeman '70 have said that Rees-Jones will add "geographic diversity" to the Board.
In the letter, the plaintiffs called on the Alumni Council to consider candidates from fields other than the financial industries.
The Board's nominating committee may also be considering candidates' academic backgrounds more closely in future nominations for charter-selected, as well as international experience, Haldeman said in a previous interview with The Dartmouth.
