Preserving Dartmouth's Tradition of Excellence

Governance Recommendations to Maintain The College's Preeminent Role in Higher Education

A Study by the Governance Committee of the Dartmouth College Board of Trustees, August 2007

Executive Summary

Introduction

Since Dartmouth's founding in 1769, the College's Charter has placed responsibility for Dartmouth's governance with its Board of Trustees.   Consistent with that responsibility, the Board has periodically examined and changed its size, composition, and organization as well as the process for selecting Trustees to ensure the College continues to have a strong and effective governing body.  This review is the latest in a long series of Board governance studies.

Our goal in conducting this review was to determine the governance structure and process that can best ensure that Dartmouth maintains its unique and preeminent position in American higher education - even as it continues to adapt to the rapidly changing society in which we live and faces increasing competition for the best students and faculty, as well as the resources to support them.  Above all, we want to ensure that Dartmouth has a Board of Trustees best able to help the College fulfill its mission of attracting and educating the most promising students with a faculty passionate about teaching and the creation of knowledge - both now and into the future.

The Governance Committee has spent the past three months conducting a thorough review of Dartmouth's governance.  During that time, we have heard from a wide range of individuals - including all of the current Trustees on the Board, many former Trustees, alumni leaders, and other members of the Dartmouth community - on the best structure for the Board and the best process for selecting Trustees.  We have consulted with experts in college and nonprofit governance and have carefully evaluated practices from more than 30 leading colleges and universities.  And, we have received input from hundreds of alumni who have taken time to share their views with us. 

Meeting the Changing Needs of the College, While Maintaining the Alumni's Role in Governance

The Committee agreed that Dartmouth should strengthen its governance by taking steps to:

• Ensure the Board has the broad range of backgrounds, skills, expertise, and capabilities (including philanthropic capability) needed to meet the needs of the College - especially in areas that are critically important to stewarding an institution of Dartmouth's scope and complexity - and be more purposeful in matching the Board's choices to the specific personal qualities, experience, and talents required for successful governance.
• Make the Board more open and accessible to Dartmouth's key stakeholders - including alumni, students, faculty, and parents - by improving the ability of the Board and its committees to interact and communicate directly with these groups.
• Maintain the unique and critically important role that alumni have always played on the Board - as both Charter Trustees and Alumni Trustees - without further fueling the destructive politicization, costliness, and divisiveness of recent Trustee elections.
• Increase the effectiveness and efficiency of Board operations, while preserving the close working relationships and connection to College life that have always distinguished service on the Dartmouth Board.
• Maintain an alumni-driven nomination process in which alumni leaders nominate candidates, other alumni can secure a place on the ballot through a petition process, and alumni can cast votes in contested elections, but with improvements to:
  • Reduce the "churn and burn" aspect of the current nomination process, which has unnecessarily pitted some of our most committed, involved, and capable alumni against one another in a way that risks deterring them from being involved in the future.
  • Use a simpler, fairer, more conventional "one person, one vote" system.
  • Discourage and limit Washington-style electioneering, which raises the cost to "run" for Trustee, encourages negative publicity for Dartmouth, and deters some qualified candidates.

Recommendations

With all of these important objectives in mind, the Committee recommends to the Board that we:

• Add eight new Charter Trustee seats, while maintaining the number of Alumni Trustee seats at eight, to bring the total Board size to 26. 
  • Sixteen is the minimum number of Charter Trustee positions that we believe are necessary to provide the Board with the needed skills, capabilities, and diversity to match the breadth of Dartmouth's programs and meet the challenges of higher education in the 21st century.  Even with 16 Charter seats, Dartmouth has less ability than its competitors (who average 33 Charter-like seats) to make targeted Board appointments to meet specific needs.  Expanding through an increase in Charter seats is necessary because while it is possible that the Alumni Trustee nomination process might produce a nominee who matches the College's greatest needs, there is no assurance that it will do so. 
  • Maintaining eight alumni-nominated seats allows Dartmouth to continue a longstanding tradition and give alumni a direct voice in selecting Trustees.  We recommend capping the number of Alumni Trustees at eight because we do not believe that having more elections is in the best interests of the College.  The potentially divisive, political, and distracting nature of these elections has a cost for Dartmouth.  With eight Alumni Trustee seats, Dartmouth will continue to have among the highest percentage of Alumni Trustees (31% versus an average of 17%) in its peer group.
  • At 26 Trustees, Dartmouth's Board will continue to be among the smallest in size - compared to an average of 42 for 30 peer institutions studied in our survey - and can continue to function as a "board of the whole."
• Modify the process for selecting Alumni Trustees to essentially reinstate the procedure that Dartmouth used from 1915 to 1990 - a process by which alumni are responsible for selecting one candidate for each Alumni Trustee vacancy and petition candidates are able to secure a place on the ballot.  Contested elections, if necessary, would be held within a four-week period based on a "one person, one vote" system.
• Establish standing Board committees on alumni relations, academic affairs, and student affairs that will help drive improved communication - and direct communication - with key stakeholders such as alumni, faculty, and students.
• Improve the Board's operations and strengthen its governance capabilities by adding a Vice Chair position, making the Vice Chair and the Chairs of the new standing committees members of the Executive Committee, and adopting Board bylaws.

If adopted by the Board, we believe these recommendations would help Dartmouth achieve the important objectives outlined above and increase the Board's ability to contribute to the strength and vitality of the College community.  They also would move Dartmouth closer to the practices of other leading institutions, while preserving what is unique about Dartmouth and the direct role that alumni have long played in its governance.

Putting Dartmouth - and Its Current and Future Students - First

The Governance Committee recognizes and appreciates that there are strongly held views on all sides of this issue, and we know there will be some members of the Dartmouth community who do not agree with all of the recommendations made here.  But we hope that those passionate views are driven above all by a shared love and dedication to Dartmouth - and a desire to do what is best for the College.  That is, after all, what has driven our governance review as well, and these recommendations reflect what the Governance Committee believes is best for Dartmouth and its students.

In recent months, some have invoked the history and tradition of Dartmouth in arguing against any change to the College's governance.  But what has made Dartmouth such an enduring and successful institution is that its history has not been one of resisting change, but rather one of adapting to meet the new challenges and needs of the College, while still preserving what is unique and special about Dartmouth.  We believe the changes we have recommended here represent a reasonable balancing of interests that will serve the College's overall needs.  We believe these changes are true to Dartmouth's founding principles and necessary to ensure the College continues to have a strong and effective governing body moving forward.  And we believe these changes will help ensure that Dartmouth remains one of America's preeminent educational institutions and continues to be a place where students from around the country and the world can receive an education unmatched by any other.

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