This article is featured in the 2021 Freshman special issue.
Dartmouth has had a Board of Trustees since its founding in 1769 — as stipulated by the College’s Charter — to act as a fiduciary of the College. As the Board grew in size and operational complexity over the past two centuries, it has also gone through changes in its membership and representation. While policies regarding the Board’s operation are constantly in flux, its responsibilities remain largely unchanged: to tend to the long-term interests of the College.
History, responsibilities and structure
At Dartmouth’s founding, the College’s Charter mandated that the number of trustees be limited to 12, including the Governor of New Hampshire as a trustee ex officio and the founder and first President of the College Eleazer Wheelock. The Charter also outlines the “capacities and powers” of the Board, which at the time included buying lands, building facilities, managing donations, paying the College’s faculty and staff and electing the President of the College. Trustees had the authority to elect new members if current members on the Board died or were “unfit or incapable to serve the interests” of the College, according to the Charter.
Today, however, the Board is tasked with three main responsibilities. According to current Board chair Elizabeth Cahill Lempres ’83 Th’84, the first is ensuring that the College is “well managed” in terms of its senior administrative staffing, which includes hiring the President of the College.
Additionally, the Board is tasked with overseeing the human capital and financial resources of the College, such as approving the annual changes in the College’s tuition. Its third responsibility involves ensuring “the continued high quality reputation of the institution,” such as managing risks and considering the College’s long-term interests.
Lempres added that the Board currently has two long-term strategic focuses that transcend the three responsibilities. The first is to adapt Dartmouth’s education model to the future of higher education in the context of the COVID-19 pandemic; the second is to create a “more welcoming environment” as it pertains to diversity and equity.
Overall, Lempres contrasted the roles of the Board with the responsibilities of the College’s senior administration, which focuses more directly on the on-the-ground management of the College.
“Our focus is, in general, much more on the longer-term health — financial and otherwise — of the institution as opposed to day-to-day operational issues,” Lempres said.
Michael Poliakoff, president of the American Council of Trustees and Alumni, a national non-profit organization that provides consulting and training services to the boards of trustees of U.S. universities, pointed out that boards of trustees usually perform different functions than senior administrators.
“Trustees are the fiduciaries of institutions,” Poliakoff said. “In an ideal world, they are above the fray. They listen to every constituency but are not beholden to any constituency.”
Board member S. Caroline Kerr ’05 added that in addition to thinking about Dartmouth’s long-term interests, the Board also tries to take into account the College’s global impact.
“When we’re collaborating on things, we’re thinking really broadly about Dartmouth in terms of the long term, but also how does Dartmouth fit into the national [and] international context on some of the things that we’re doing,” Kerr said.
Poliakoff also emphasized that the Board’s responsibilities might not be limited to tending to the well-being of the institution, but also to expanding to create benefits for the country, since private institutions like Dartmouth receive a “significant amount” of federal taxpayer dollars.
In addition to experiencing changes in its roles, the Board has also evolved in its operational complexity over centuries. Today, the Board consists of 26 members in total: the President of the College, the Governor of New Hampshire as an ex officio member and 24 others. Board members are assigned to serve on one or more of the 10 standing committees that oversee different aspects of the College’s operations and development, ranging from student experience to campus planning and facilities. Different standing committees advise the work of different senior administrative leaders, who present their recommendations during the Board’s meetings and hear Board members’ perspectives.
According to Lempres, the standing committee structure helps the Board identify key areas of interest that it wants to work on.
“The subcommittees are the decision of the Board in terms of what its priorities are and how best they can focus smaller groups to get real work done,” she said.
Decision-making and voting
According to Lempres, the Board passes formal votes by a simple majority among the trustees present in session. She added that reaching a quorum for effective voting to take place has not been a technicality that influences the Board’s decision-making since she became a trustee, as the Board has very strong participation and it is rare for any Board member to miss a meeting.
Lempres also noted that prior to formal votes, Board members would discuss and debate on issues that require voting at length and have “very constructive disagreements” about them. After the process, almost no voting is split along the simple majority line, Lempres added.
“We don’t move forward until everyone is in a position where they’re very supportive,” she said.
According to Lempres, the Board undertakes four categories of votes. The first is about academic promotions, which include approving meritized statuses and tenureship for professors and conferring degrees to graduating students. In these instances, the Board simply votes to approve the recommendations from the faculty and student deans; Lempres noted that the Board is not “in the spirit of disputing any individual candidate” from receiving academic statuses or diplomas.
The second vote category is changes in the statuses of the College’s academic programs, such as the creation and elimination of departments. For example, the Board recently approved the decision to promote three academic programs — environmental studies, linguistics and Native American studies — to departments and to disband the education department. The third vote category involves the College’s financial decisions, such as approving tuition changes and construction projects, the latter of which usually needs to go through a process to ensure that there are funds available at each stage to successfully continue and complete the project. The last vote category encompasses policy changes regarding the governance of the Board.
Board membership and representation
When Dartmouth was founded back in 1769, the Charter required that among the 12 Board members, eight of them must be New Hampshire residents and seven must be “laymen.” The number of trustees required to be New Hampshire residents on the Board decreased over time, until the requirement was eliminated in 1967.
Today, the 24 seats not occupied by the College president and the governor of New Hampshire consist of sixteen Charter trustees — positions that are nominated and elected by the Board itself — and eight alumni trustees — positions that are nominated by Dartmouth’s Alumni Council and elected by the Board.
In “2000s: The Sea of Politics,” a podcast episode on Dartmouth’s history created for the College’s 250th anniversary, College archivist Peter Carini recounted the origin of alumni trustees. The distinction between Charter trustees and alumni trustees dates back to 1869, when the Association of Alumni — or Dartmouth’s alumni body — requested that they be able to elect members among themselves to sit on the Board. However, the Board rejected the request, positing that its approval would “cast the College onto the sea of politics.” It wasn’t until 1891 that the Board resolved to elect five trustees from candidates nominated by the alumni.
To become a candidate for alumni trustee positions today, Dartmouth alumni can either be nominated by the Alumni Council — a branch of the Association of Alumni that represents alumni of different class years — or enter the ballot by petitioning. In order to enter the ballot by petitioning, candidates need to gather at least 500 signatures from alumni “within a specified time” after the Alumni Council announces its slate of nominees, according to the Alumni Trustee nomination and balloting guidelines adopted by the Association of Alumni in 2014.
Lempres noted that becoming an Alumni Trustee candidate by petitioning is “an unusual circumstance that [the Board has] not seen in a number of years,” adding that the election for candidates for alumni trustees today is not necessarily “a competition among candidates for the alumni seats.”
“[The election] is in some ways a ratification or an endorsement in that vote” she said. “There’s the opportunity to vote against the candidate, but you’re not choosing between or among candidates.”
In 2010, there was a contested alumni trustee election: Businessman, controversial blogger and petition candidate Joe Asch ’79 lost a race against Council-nominated businessman John Replogle ’88. The election garnered significant alumni attention — breaking a turnout record, according to then-College president Jim Yong Kim — and Asch came under criticism during the campaign after an investigation by The Dartmouth revealed that he had been investigated for tax fraud in France.
More than 100 years after Dartmouth alumni acquired seats on the Board, the Dartmouth student body is trying to push for more say on the Board. In April, Student Assembly members met with the Student Experience Committee, a standing committee of the Board, to discuss the creation of the Student Liaison Committee, which seeks to increase communication between students and the Board through twice-yearly meetings with the Board.
According to SA president Jennifer Qian ’22 and vice president Maggie Johnston ’22, while SA has been pushing for a student seat with voting rights on the Board for many years, the SLC is “a good step in the right direction for students ultimately having voting power.”
“Essentially, we hope that this will allow students to preemptively communicate with the Board about issues instead of having to retroactively respond,” they wrote in an emailed statement.
Kerr, who chairs the Student Experience Committee, wrote in an emailed statement that one goal of the SLC is to supplement the existing interactions between Board members and students, such as guest lectures that trustees give to students in class or discussions they have with students at campus organizations. Additionally, the SLC is intended to complement the existing channels of communication that students have with the President and deans.
Qian and Johnston said that prior to the SLC’s upcoming fall meeting with the Board — which is expected to take place in late October or November, according to Kerr — SA plans to send out surveys to Dartmouth students to ask for their input. At the moment, SA anticipates the primary issues at the meeting to be mental health policies, housing, COVID-19 protocols and the search for a permanent Dean of the College following Kathryn Lively’s recent departure from the position.
Qian and Johnston wrote that although the SLC is “still figuring out the exact operational details,” they anticipate that the Committee will draw from surveys conducted by SA to guide its conversations with the Board.
It is unclear whether Dartmouth students will ever acquire a voting seat on the Board. However, according to Poliakoff, if trustees set up mechanisms that allow all relevant constituencies to submit their input, constituents might not need voting power in order to influence the Board’s decision-making.
“There’s no perfect structure that will guarantee that the decisions will be the most judicious,” he said. “But at [the] very least, the Board needs to make sure that it is hearing those key voices — student body and faculty — and that could be achieved by having a voting or a non-voting member. It really depends on the context.”
