This message is being posted by the six members of the Association of Alumni executive committee who have, after considerable thought, voted for the AoA to seek a judicial opinion, to resolve once and for all the issue of parity on the Board of Trustees. We understand you are tired of conflicting communications from all sides in this dispute, like us are saddened by the debate, and wish the controversy would “simply go away”. But we are prompted by the recent email sent to all alumni by the Alumni Council; we want you to be properly informed on our actions, our reasoning, and the legal basis of the Association’s claim.
The Council stated we are seeking “to stop the Board of Trustees of the College from … making nomination to the Board by alumni more democratic.” This follows comments from trustees themselves that they are “increasing” alumni participation by adding more seats. Consider what is actually occurring, and then pick your own adjective to describe these comments. The Board is adding eight new seats that will be appointed by the very small number of people who sit on the Board. They are reducing from 50% to 33% the number of seats that all 68,000 alumni have a voice in selecting. And they have stated that the College and not alumni will set the rules for how we alumni are to run our elections, until we alter our constitution with new election rules to their liking. Increasing alumni participation? More democratic?
There were alternatives the Board might have considered… adding 4 new charter seats and 4 new alumni-chosen ones, or 8 new alumni seats to match the 8 new charter seats, for instance. There would be no need to increase the number of elections, as the trustees offered as a concern, only in having more multi-candidate elections. Apparently they believe that the raising of issues during elections is fundamentally unhealthy to begin with. The Association was and remains open to addressing any legitimate concerns regarding the election process and “campaigning”.
We reached our decision as a last resort, having obtained no indication that the trustees would be open to discussing mutually-acceptable approaches. We did survey alumni, at some personal expense, and did find that of 4,000 responding alumni, over 92% believed that maintaining parity was a good thing for our College. We are unaware of any similar inquiry from the Council, who refused to endorse our communication of this alumni sentiment to the trustees in advance of their September meeting.
Our request for a judicial opinion is intended to resolve the dispute, to allow Dartmouth to refocus on issues related to her continued progress, and for you to return your attentions to your busy lives. We believe, as our forbearers did in 1891, that parity and alumni participation in college governance is vital to making Dartmouth the unique, enduring institution she is today. Without getting into the legal details, we believe there is a strong basis that the agreement between the trustees and we alumni is in fact “real”. Indeed in a prior dispute, led by some who now decry our action, the College prevailed by noting that both the trustees and the alumni had agreed to changes in the mutual agreement, so the trustees did not breach their part of it. How can they now claim there is no agreement?
For those of you wishing the full details, the legal filings are available online
here for the injunction, and
here for the request for an opinion and relief.An extract from them reads as follows:
One Superior Court in New Hampshire already has decided the key issue in this case; i.e., that the 1891 agreement constitutes a legally binding contract between the Association and the College … The Court ruled that the 1891 agreement grants the Association the right to choose one-half of Dartmouth’s trustees ... In its final order,
“the Court sets forth the undisputed . . . facts . . . . One half, or seven [not the original five], of the non-ex officio members of the Board are nominated by the alumni of the College and are called “Alumni Trustees”. The nominees’ names are transmitted to the Board which must act to elect, or seat, the alumni’s nominees.”
The words at the end above are those of the Court itself, whose findings were based in large measure on information and arguments made by College officials, in this and related cases.
The request for an injunction is the only way that now remains to accomplish what we asked the trustees to do without involving the courts: defer seating new trustees until the dispute is resolved. We believe even greater harm will come to the College if new trustees are seated and the Board begins making decisions with a new and questionable composition. That is the path the current Board has decided to follow, in our opinion putting Dartmouth at risk.
Our recent action in response to the unilateral and precipitous move by the trustees reflects what we believe, and what we understand a majority of our constituents believe, is in the best long-term interests of Dartmouth College. That does not lessen the pain. For those who disagree, we ask that you at least respect those that have made, and those that support, this difficult decision.
Martin Boles, Timothy Dreisbach, Frank Gado, David Gale, Marji Grant Ross, Alex Mooney
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