Faster, Alumni Council! Kill! Kill!

Neukom, Routhier Hope to Curtail Alumni Participation in Trustee Elections on June 10.

Note: Here is what we hope is a more thorough treatment of this emerging story. Most of this is the work of Emily Ghods ’09.

Update: Some of Scott Meacham’s corrections below are well-taken. In particular: (a) the 1891 agreement is not a ‘charter.’ (b) the phrase ‘stakeholders’ is misleading and has been removed (c) the trustees themselves finally are the ones who ‘elect’ other trustees, though clearly, in the past years, the alumni vote has exerted a considerable influence.

Update: Welcome InstaPundit readers. Dartlog is the official blog of The Dartmouth Review, Dartmouth’s only independent newspaper.

Petition candidate Stephen Smith ’88’s recent accession to Dartmouth’s Board of Trustees has inspired the unhappy Alumni Council and the Board of Trustees to change the rules by which trustees are elected. As outlined in two speeches given during the Alumni Council’s annual Green Key meeting in Hanover this year, the Board may take drastic measures during their June 10th meeting to revamp the current election system for alumni trustees.

The current system of selecting trustees, which has been the same for the past 116 years, is stipulated by the 1891 agreement of the Alumni Association, reproduced here. While most universities’ board members are chartered or appointed, Dartmouth is unique in that one half of its Board members are actually effectively elected by alumni because of the stipulations of the 1891 agreement. In 1891 half of the board was five; today it is eight. In 2004, the alumni elected T. J. Rodgers ’70, industrialist and the first petition candidate in a series of four that has swept trustee elections over the past four years. In 2003, the Board voted to expand its size from 16 to 22. Since then and pursuant to that 1891 agreement, seats have been added to maintain the half-and-half balance on the Board between alumni-elected Trustees and charter Trustees. The Alumni Council hopes to change this provision, and, according to comments made at their annual meeting, everything is on the table, from reverting to a Board that is wholly appointed to impairing the ability of independent candidates to win a spot on the Board, to a moratorium on elections.

This past Green Key, May 19-20, , the Alumni Council gathered for its annual meeting in Hanover, as is customary. This occurred just a few days after the Board of Trustee’s election polls closed on May 15. At their meeting over Green Key weekend, two important speeches were made that have the potential to mark Dartmouth College’s governance system in a permanent way, which will forever change the College’s course.

The president of the Nominating Committee, Richard Routhier ‘73, gave the first speech. The Nominating Committee is responsible for selecting the slate of trustee candidates whenever an election to the Board of Trustees occurs. These “official” candidates differ from “petition” candidates, like Smith, in that petition candidates are not selected by the Nominating Committee; rather, they enter the race without the endorsement of the governance system, if they can garner the support of at least 500 college alumni, as documented by the 500 signatures that constitute their petition. In this past election, the Nominating Committees slate consisted of the following candidates: Richard L. “Sandy” Alderson ’69, the CEO of the San Diego Padres; Sherri C. Oberg ’82, Tuck ’86, the CEO and co-founder of Acusphere; and Ambassador John S. Wolf ’70, the president of the Eisenhower Fellowships.

In his speech during public Plenary Session, Routhier explained that the Nominating Committee has not, for the past three elections (in which four candidates were elected), selected slate members that could win the support of their peers. The members of the Nominating Committee, he explained, feel that given the advantage that the petition candidates have (this, though they are normally up against three or four officially selected candidates) and the cost of campaigning (one member estimated that Stephen Smith spent $150-200,000 on his campaign), the committee would be unable to put forth any qualified candidates in the future. Given this, Routhier recommended that the responsibility for creating a different system of nominating candidates for trustee should be given to the Board of Trustees. After this dramatic proposal, John Daukas ‘84, who will soon head the Nominating Committee, appealed for cooler heads to prevail, saying that in the shock of the loss to Smith, hasty decisions should not be made. Routhier’s assumption is that if the Nominating Committee’s hand-picked candidates cannot win under the historic rules, there must be a problem with the rules, not the committee’s selections. Routhier plans to document his assertions in a report that he will present to the Board of Trustees, who will meet on June 10th 2007, during commencement weekend.

The second speech of the meeting was given by the Chairman of the Board of Trustees, William Neukom ‘64, whose term will end on June 10th. In his speech, Neukom marked a point of departure from Routhier’s reformative speculations and seemed to be threatening the 1891 agreement itself. The tone of the speech was one of comfort and consolation for those in the council who opposed Stephen Smith’s election. Neukom began by reporting that the Board had voted to seat Stephen Smith. He stated, without praising Smith or offering congratulations, that the Board would work together in a “civil” manner. He then announced that the Governance Committee of the Board has been meeting for a year and assured eve
ryone that reform was in process that would give Dartmouth the “best board.” Strangely, this committee was more or less secret: first, the committee’s existence was not disclosed to the public; second, the committee’s existence was deliberately withheld from the trustees who were elected to the board via petition. Following the meeting, Neukom sent out an e-mail to various council members in which he outlined the essence of his speech, as described above. After Neukom’s address, the next speaker praised the emphasis on “keeping all options open” as exactly right. In a question, Frank Gado ‘58 mentioned the accord of 1891, to which the speaker responded “Nonsense” and “What nonsense” before asserting that Dartmouth had to adapt to modern times and that Dartmouth should do without trustees who lack needed expertise and are selected by alumni who are not informed about the operation of a modern university.

Neukom’s secret committee will compile its “findings”—what was just described in this article—and present them in a report to the Board’s meeting on June 10th, along with Routhier’s report; both reports will advise the board to alter the current system of electing trustees since the most recently elected ones do not adhere to the current establishment’s views. After his speech, a session of question and answer followed during which Joseph Asch ’79 asked Neukom the following question repeatedly: will the report and solutions that he offers to the Board on June 10th honor the 1891 agreement—that the numerical balance of appointed and elected trustees be maintained? Each time, Neukom responded evasively. When pressed by Asch, he was not only demonstrably infuriated but implied that a cap could be placed on the number of elected trustees. In turn, Asch said, “So the condensed version is ‘No.’” Neukom responded, “Joe, I said the Board is keeping all options open.” At this, the Alumni Council broke out into applause.

The message that Routhier and Neukom wish to deliver to the Board is that the alumni trustee election process is broken, because petition candidates continue to win elections, and it needs to be fixed according to whatever propositions the two men include in their reports. Some possible “solutions” include making it more difficult for petition candidates to secure a spot on the ballot, imposing new requirements for slated candidates such as donor status, or imposing a moratorium on electing Trustees—all of which make it nearly impossible for a candidate to be nominated to the slate who is not given the imprimatur of the Alumni Council. The nuclear option that may be proposed is that the entire system of alumni electing one half of the trustee board is flawed and needs to be replaced by a system where all Board members are appointed to the board. That is, the 1891 agreement should be discarded. This raises the eminent possibility that the current board members will replace the current democratic system with a ‘benevolent’ oligarchic system; the Board could vote on June 10th to change a major part of Dartmouth governance.

It is highly likely that the proposed measures, whatever they are,—likely one of the above—will be voted upon at the June 10th meeting. The Board merely requires a majority of its members to support these measures, and given that only one fourth of the Board is composed of petition candidates, it is likely that it will pass.

The Daily Dartmouth’s treatment of these matters was slipshod as usual. The main source for William Schpero’s article was clearly William Neukom himself. Moreover, Schpero missed the major part of the story, which is that the Alumni Council’s Nominating Committee, in the wake of Stephen Smith’s victory, was giving the trustees power it had hitherto held itself. Here is how Neukom spun it:

‘I may have described the jurisdiction of the governance committee,’ Neukom recalled saying at the meeting. ‘Agendas, committee assignments, evaluations of the president and the trustees and the size and composition of the Board would be among those. I do not want to get ahead of the work of the governance committee.’

It could be inferred from this that Neukom believed he had made an error in mentioning the governance committee during the Green Key meeting. He puts forth two other objections:

“Resolved, that the graduates of the College, the Thayer School … of at least five years standing may nominate a suitable person for election to each of the five trusteeships next becoming vacant on the Board of Trustees of the College,” the 1891 agreement states. It does not mention parity with respect to the number of alumni-elected trustees and charter trustees, although the addition of 5 alumni-elected trustees at the time gave the Board as many alumni trustees as charter trustees. The creation of this balance in 1891 has prompted some current alumni to contend that balance is a codified part of the Board’s history.

This makes “some current alumni” sound delusional and insane. In fact, as Neukom, a lawyer, probably knows, common law could pose a major impediment as all expansions of the board since 1891 have maintained this proportion of charter and alumni trustees—this practice has gone on, in other words, for 116 years.

The frenzied pace with which all of this has occurred—from Green Key to Commencement—is deliberate. The Alumni Council, even if its actions run contrary to the wishes of the majority of alumni, is desperate to secure its power, which has been threatened recently by the victory of the fourth petition candidate to the Board of Trustees and the sound defeat of the 7,070-word new constitution, which would have impaired petition candidates in at least a mor
e elegant way. Some who hope to preserve democracy in College governance look to the Association of Alumni, a body of Dartmouth governance separate from the Alumni Council; unlike the Alumni Council, the entire executive committee of the Association is selected by alumni and is thus purely representative of the 67,000 Dartmouth alumni and their varied views. It has come to pass that seven of eleven officers on the executive committee are petition candidates. The Association, thus, may try to postpone any resolution that Routhier and Neukom may push on June 10th. As of this point, they have sent a letter to the Board expressing their grave concern.

If the Association fails and something definitive occurs on June 10th, alumni still have legal recourse. Several years ago, the New Hampshire state legislature gave up its right to oversee any changes to the Dartmouth Charter; this power is now solely in the hands of the Board of Trustees. They may, thus, make the 1891 agreement effectively null and void and still not face any criminal charges. However, 116 years of precedent may establish that the 1891 agreement falls under the heading of common law, and violating it may precipitate a lawsuit against the College by alumni. Private corporations, like Dartmouth College, have a responsibility to exercise good governance, to remain true to their word. A recent financial scandal at the St. Paul‘s Preparatory school of New Hampshire could serve as precedent: the school’s rector legally funneled money from St. Paul’s expense account into his own, yet he was still indicted by a New Hampshire state court. This is proof that the New Hampshire State Attorney General’s office values common law. A common law precedent exists and may be enacted in this case so that a viable suit against the College can be filed, should the June 10th meeting result in any violation of the 1891 agreement.

Too often the Alumni Council has tried to change the rules of the governance game when it has not had its way, which it would prefer to be the only way. In the case of the Alumni Constitution, it went too far, and it blew up in their face; in this case, the Council goes further still, and the consequences are more foreboding. In the space of three weeks, 116 years of Dartmouth’s democratic values may be erased to suit the fashion of the day or the whims of would-be potentates. If alumni of Dartmouth want to preserve their long-established right to elect their trustees, to preserve their independent voice against the Alumni Council and the administration, to ensure that their voices—not just their bank accounts—are represented when the future of Dartmouth College is mapped out, to affirm the value of open debate, reason, and argument—then they must make their opinions known and speak out against the chicanery of the Alumni Council and Chairman of the Trustees Neukom. Dartmouth has a long tradition of debate, political fairness, and independence of thought, which is reflected in the current structures of the Board. A great manifestation of these values may go up in flames as those in the back rooms stuff it in their pipes and smoke it. The concerned members of the Dartmouth community did not let it happen in the fall with the Alumni Constitution: well, don’t let it happen again on June 10. Alumni have already begun to voice their displeasure; see these letters from the executive committee of the Alumni Association.