Dartmouth asks court to dismiss lawsuit regarding recent governance changes

Dartmouth College Office of Public Affairs • Press Release
Posted 10/26/07 • Roland Adams or Sue Knapp • (603) 646-3661

Lawsuit criticized by Dartmouth's Alumni Council as "Harmful to the interests of the College and the alumni"

Dartmouth College today asked a New Hampshire court to dismiss the lawsuit seeking to block expansion of the College's Board of Trustees. The College's motion came in response to a suit by the Dartmouth Association of Alumni. 

The case was filed on Oct. 3, 2007 in Grafton County Superior Court, following a vote by six of the 11 members of the Association's Executive Committee.  The Association lawsuit was opposed by Alumni Association President Bill Hutchinson, who said, "it will do immeasurable harm to Dartmouth."  The legal action also was condemned by the Executive Committee of the Dartmouth College Alumni Council, the principal spokesperson for Dartmouth's alumni, which said "the lawsuit is meritless, against the will of the majority of Dartmouth's alumni, and harmful to the interests of the College and the alumni."

The College's motion to dismiss argues that, "The Association is attempting to fabricate a contract where none exists and substitute its own judgment for that of the Board on what is best for Dartmouth College."  More specifically, the College's motion argues that the Association's petition should be dismissed in its entirety for the following reasons:

• The Dartmouth College Charter confers on the Board of Trustees the sole authority and responsibility for selecting Trustees and determining the size and structure of the Board, and the Board fulfilled that responsibility in adopting the recent governance changes.
• The Association is trying to substitute its own judgment for that of the Board on what is best for Dartmouth.
• The Board's 1891 resolution, on which the Association's lawsuit relies, is not a legally binding contract and was never intended to limit the Board's discretion.
• The Board's 1891 resolution does not bestow upon alumni the right - contractual or otherwise - to select a specific percentage of the College's elected Trustees, and there is no support for the Association's claims to the contrary.

Ed Haldeman, the Chair of the Board of Trustees, said "Dragging Dartmouth into court is not in anyone's best interests - not the College, not its students and not its alumni.  We should be focused on our common goal of building Dartmouth's world-class academic programs and enhancing the student experience.  While this lawsuit is an unfortunate, costly and counterproductive action against the College, I'm confident that it is entirely without merit and that Dartmouth ultimately will prevail in Court.  In the meantime, we are focused on continuing to listen to and work with Dartmouth's dedicated alumni, faculty, staff, students and parents to further strengthen the College."

The College also informed the Court that since any new Trustees would not assume their positions until the Board's March 2008 meeting at the earliest, the Board has no plans to appoint Charter Trustees prior to February 2008, making the preliminary injunction requested by the Association unnecessary.  The College said that this timeframe would ensure that the Court has adequate time to consider the issues raised by this matter and review the College's motion to dismiss. It also will provide additional time for a thorough review of potential Trustee candidates.

The Association's lawsuit was filed in an attempt to prevent Dartmouth from moving forward with the expansion approved by the College's Board of Trustees on Sept. 8, 2007. The Board voted in September to expand from 18 to 26 members by adding eight Charter Trustees - trustees nominated and elected by the Board - bringing the total number of Charter Trustees to 16.  The other eight elected Trustees, known as Alumni Trustees, will continue to be nominated by the alumni and elected by the Board.  In addition, the President of the College and the Governor of New Hampshire serve as Trustees.

The Association of Alumni is an unincorporated association that has two limited functions: conducting an annual meeting at which the Association's officers and Executive Committee are elected; and conducting balloting contests to determine the alumni's nominees for the eight Alumni Trustee seats on the Board. 

More information is available online at Dartmouth Association of Alumni lawsuit against the College