STATEMENT OF THE ASSOCIATION OF ALUMNI OF DARTMOUTH COLLEGE
The trustees announced that they will expand Dartmouth’s eighteen-member board by adding eight new trustees to be chosen solely by the board itself. The trustees’ plan would reduce from one-half to one-third the percentage of trustees elected by Dartmouth alumni (not counting New Hampshire’s governor and Dartmouth’s president, who serve ex officio). The trustees’ plan also states that the trustees may consider reducing the percentage of “alumni trustees” even further in the future.
Under an 1891 agreement between the Association and the College, one-half of Dartmouth’s trustees are to be chosen by the alumni.
The Association’s Executive Committee believes that the selection of one-half of the trustees by Dartmouth alumni remains vital to ensure Dartmouth College’s progress, prominence, and usefulness as America’s finest undergraduate College. Alumni selection of trustees encourages Dartmouth alumni to take a lively interest in the College’s affairs and to devote their attention to its needs; ensures that the College benefits from the advice and experience of its great body of successful graduates; and ensures that those who love Dartmouth the most—its sons and daughters—have responsibility for its future.
The Executive Committee believes it has a duty to act in the best interests of Dartmouth College and its alumni, and it believes that it can best serve those interests by seeking a judicial opinion as to the propriety of the board’s planned governance changes, and by ensuring to the greatest extent possible that the responsibility of alumni for Dartmouth College’s governance is not diminished.
Formed in 1854, the Association comprises the 68,800 Dartmouth alumni. Its executive committee is the only body directly elected by all alumni.
A vote to issue the above statement was taken following the adoption of the following Resolution:
WHEREAS, the board of trustees enacted resolutions on September 8, 2007 that would reduce the proportion of trustees chosen by the alumni to less than one-third of Dartmouth’s board, and a committee of the board announced that the proportion of “alumni trustees” may be reduced still further in the future;
WHEREAS, the Executive Committee believes that the board’s willingness to diminish the responsibility of alumni for Dartmouth’s governance will ill serve the College by depriving it of the myriad benefits that alumni selection of trustees provides;
WHEREAS, the Executive Committee believes it is in the best interests of Dartmouth College and its alumni that a judicial opinion be obtained as to the propriety of the board’s planned governance changes, and to ensure to the greatest extent possible that the responsibility of alumni for Dartmouth College’s governance is not diminished;
WHEREAS, members of this Executive Committee reached out to the Trustees asking whether they were open to further negotiation on the issue of parity between the number of alumni-elected and charter trustees, and the Trustees said they were not flexible on this decision;
WHEREAS, a further request was made to the Trustees to delay implementation of their decision by refraining from choosing new charter trustees at the November meeting, in order to provide a chance for mediation, and the Trustees refused to provide assurance of such forbearance;
WHEREFORE, it is resolved that Frank Gado shall continue as Liaison for Legal Affairs (“the Liaison”), and that the Executive Committee hereby delegates to the Liaison the full power and authority to oversee and direct the work of outside counsel, on behalf of the Association of Alumni, to seek (a) a declaration of the Association’s right to choose one-half of Dartmouth’s non-ex officio trustees through the Association’s chosen selection process; (b) an injunction (i) barring the College from adding charter trustees to its board, unless it seats an equal number of alumni trustees chosen by the Association, and (ii) requiring the College to continue seating alumni trustees chosen by the Association; (c) an order that the College specifically perform its contractual obligations and promises by seating equal numbers of charter and alumni trustees chosen by the Association; and (d) such other and further relief as the Court deems just.
Voting in favor of both the resolution and the statement-- 6:
Bert Boles, Tim Dreisbach, Frank Gado, David Gale, Alex Mooney, Marji Ross
Voting in opposition to both the resolution and the statement-- 3:
Cheryl Bascomb, Bill Hutchinson, David Spalding
Not Present: Kate Aiken, Kathryn Wallop