Vox Populi in Deserto

This morning, The Dartmouth editorial board enjoined the community to consider changes to the structure of the Board of Trustees that the editors think are more fundamental than parity. The editorial’s ideas are flaccidly presented, but this could still serve as a good opening for a renewed discussion of Dartmouth governance.

As the editors point out, Dartmouth’s board woefully under-represents major constituencies at the College. Of the twenty-two trustees, only five are women and only four are non-white – one being Mr. Kim, who sits on the board ex officio. The election of Mort Kondracke ’60 and John Replogle ’88 – or, admittedly, the potential election of Joe Asch ’79 – do nothing to fix the situation.

So we should have more minorities and women on the board, correct? Absolutely. But the editors forget a component more fundamental than race and gender – intellectual diversity and independence. Trustees of whatever gender, color or creed should be independent and active fiduciaries instead of deferential wielders of the rubber stamp.

This is becoming more infrequent in American higher education. Despite the board’s technical role as ultimate governors of the College, much authority has been abdicated. As Jose A. Cabranes writes in the Fordham Law Review [Vol. 76, 2007] “the real power in any university is, for better or worse, the faculty.” Because trustees assume they know less about the College than the faculty, they defer to the faculty and the administration almost universally. To appear fiduciarily responsible, trustees hold hearings on proposed projects and, technically, have the final say on tenure. But these hearings are, according to Judge Cabranes – who has served as a trustee at Fordham, Colgate and Yale – nigh on “dog and pony shows” most of the time.

This pattern is very apparent at Dartmouth, and was a major factor in the alumni’s decision to elect four petition candidates in a row. (I would posit that, had the Dartmouth United and Hanover Institute folks not supported the Association of Alumni’s 2007 decision to sue the College, more trustees like Peter Robinson ‘79 and Stephen Smith ’88 would have been elected.) The alumni wanted to support the College fully, and believed that independent alumni elected to the board would be good for the long-term health of the institution. Not only that, but alumni elected two academics to the board who could provide other trustees with an independent voice and the capacity to critically regard faculty plans and programs.

By expanding the board only through the addition of charter trustees, the College’s board endorsed the prevailing attitude that trustees should be passive and deferential. I, on the other hand, side with Judge Cabranes in that we should seek to “strengthen the performance of basic fiduciary responsibilities of trustees.” I want to see trustees actively engaged – not micromanaging, but engaged – in the direction of the school beyond just playing bandwagon politics behind the College’s president.

What the Dartmouth’s editors do not understand, then, is that parity is a legitimate precondition for a diverse, active and engaged board. Elected trustees are now relegated to super-minority status, holding only thirty-three percent of trustee seats. If the Dartmouth’s editors truly want to achieve fundamental changes in board structure, focusing on the re-establishment of parity is a good place to start.