A Philosophy for Board Compostion and Selection
On the Dartmouth Board of Trustees Composition and Selection- A Working Paper:
Tim Dreisbach, 4 June 2007; Revised July 3, 2007.
The Board of Trustees has indicated that its Governance Committee is studying this important topic and looking for inputs to inform their deliberations. Concerns have been raised as to problems with the status quo. This paper provides some thoughts on the topic and addresses the apparent concerns.
Fundamental composition: Dartmouth’s mission has recently been re-articulated as the education of the next-generation of societal leaders. Who better to judge how well the College is performing on this mission than the alumni it has already educated? They will surely be in the best position, with the benefit of hindsight and judgment, to assess where it has helped them, where it failed, and how it can be improved. Therefore the mission of the institution is furthered when its alumni participate, indeed lead, in its governance. Given this fundamental first-principle, trustees who represent the collective thinking of all alumni should constitute a material portion of the Board. The 50/50 balance of alumni-selected and board-appointed trustees has proven itself over a long time.
The “best” individuals: It has been stated repeatedly that an institution of Dartmouth’s caliber, and one with inspirations for further excellence, needs the “best” individuals as Trustees. Correct in spirit, this leaves open the question of how “best” is defined. A better way of framing the issue is that the Board needs those “most appropriate” to needs, first those needs of the institution itself, and second, those needs of the Board. As noted above, the first need of the College is to have trustees able to guide its execution relative to its mission, and those in the best position to assess that, viewed over a strategic timeframe, are the alumni.
Special needs: Clearly there are cases when the institution and the trustees have special requirements. These are not rigid but will change over time. In this narrow sense, the composition of the Board is complex and in need of regular re-evaluation. But special needs should not be used as an argument to alter the strategic fundamental composition.
Selections by the Board: There will undoubtedly be cases where special needs exist, but they are of a sensitive enough nature that a public discussion, and the search to find an “appropriate” trustee with the proper background and expertise, is best conducted in confidence. That is the purpose of the “charter trustee” seats whose appointments are made solely at the discretion of the Board. Examples are provided at the end of this document.
Selections by alumni: As noted above, alumni will assess and chose those people they feel most appropriate to the needs of the institution. The trustees and the administration have an obligation to complement that understanding by informing alumni of the Board’s own needs, when these can be openly addressed. For example, John Doe is stepping down and we need to replace his financial expertise, or Jane Smith is ending her term, and we have come to value her understanding of curricular issues. Then the alumni can fold such considerations into their own thinking.
The alumni nomination process: While thoughtful and educated alumni are well-positioned to chose the most appropriate individuals, the latter persons might not step forward of their own accord. Therefore there is a need for at least one group, a nominating committee, to identify such individuals and encourage them to participate. The committee itself must both be representative of alumni, and sensitive to needs of the board and the institution. It is suggested that its members be comprised of alumni elected by all alumni, i.e. the Association of Alumni, just as these members of the Association ultimately select a single trustee from among potentially-several nominated candidates. The nominating committee should consult with the Board, the Administration, the head of the faculty, and even student leadership, to insure the committee’s understanding of needs and thereby inform its own search for candidates; the committee should also inform alumni as to the needs it believes important, for their consideration when voting. In the past the Council has tried to offer the “best” candidates without exploring institutional “needs” or alumni “concerns”; that is why the candidates it offered fail to connect with voters. Since the Council is itself an organization of volunteers, it is not surprising that they make service an overwhelming requirement with less consideration to what is “most appropriately” needed.
Offering alumni choices: When the nominating committee senses that there are conflicting views as to the priorities of needs, they should put forward several candidates so alumni can decide on the priorities. They may also wish to offer alumni a choice of different individuals with different approaches to addressing the same concerns. Again, it is then up to the alumni to make the final determination. Furthermore, other groups may wish to put forward candidates. The Alumni Council may wish to recommend one or several candidates. Ditto independent alumni organizations like the Hanover Institute. Indeed, perhaps even the Trustees themselves. And finally of course, any alumnus/na should be free to put him or her self forward for alumni consideration. To insure fairness and choice, all such people and groups should not be subject to the vetting considerations of a small nominating committee, even an elected one, but instead have the right to place a name on the ballot through petition.
Money and campaigning: One complaint about our current system is that money, or its lack, creates an uneven playing field. Alumni should be informed and make decisions based upon issues. This objection is eliminated if all candidates are afforded sufficient and equal opportunity to communicate their stances through Association or College-provided resources. This means more than Q&A’s in which the candidates respond without being able to raise issues they believe important, and campaign statements having severely restricted word lengths; they must be able to control what they wish to communicate. Give all candidates access to a common mailing that includes whatever materials they wish and support them equally in creating web pages. Further “speech” by candidates that does require financial support should not be restricted, as alumni should be trusted to sort issues from slick marketing PR.
Political Parties: Political parties gain power when their resources are required for individual candidates to get out their message, and even to get on the ballot in the first place. The solution lies in making it easier for more people to run as individuals. There is a balance between giving alumni choices, and permitting so many candidates that confusion abounds, let alone the complications when affording all candidates a basic means of communicating their messages. This is accomplished today by requiring 500 signatures for petition candidates. Arguably that number is too high. It has resulted in what today is essentially a two-party system… an “inside” party of non-elected nominators, and a single “outside” party that puts forward a single candidate. Claims that obtaining petition signatures is no problem are inconsistent with complaints about the mailing-list power of the “outside” group, and are further disproved by the fact that a potential candidate in the last election could not obtain sufficient signatures. The limit should be lowered to 100, enough to be obtained by a serious candidate with limited resources. This is also a number that would enable the Council, if it desired, to put forward nominees in parallel with an elected Association nominating committee. Democracy works, the playing field even, if all candidates are then treated exactly the same once their candidacies are approved to be on the ballot, without regard to their nomination by official committee, by another group via petition, or running as an individual.
Addendum: Hypothetical Examples Relevant to Charter Appointments
The College is in the middle of a capital campaign: the Board will benefit from an individual whose leadership-level of giving will promote similar major donations by others.
The College is responding to a consultant study recommending more accountability and less bureaucracy: the Board will benefit from a CEO from a similar-sized organization but in a fast-paced competitive knowledge-based industry.
The College is entering the quiet initial stages of a search for a new president: the Board will benefit from someone well connected in the circles of higher-education, with a network of other college/university presidents and provosts.
The College is challenged to attract distinguished faculty without being able to offer “relief from teaching” that can be offered to “the best” by large research universities: the Board and the president may benefit by including among its members the president of a leading college that has no graduate programs yet is renown for academic excellence, or by including someone from a larger institution cognizant of the pitfalls.