Report on Trustee Organization

An enlarged Board and a change in the Charter are proposed in the

PROPOSALS that the Dartmouth Board of Trustees be enlarged from twelve to sixteen members and that action be taken to revise the College Charter to permit more than seven non-residents of New Hampshire to serve as Board members were presented to the Dartmouth Trustees in a report prepared by one of its own special study groups, the Committee on Trustee Organization (CTO).

These two proposals were the major recommendations resulting from a study conducted for more than a year by the six-man CTO committee headed by Harvey P. Hood '18, senior member of the Dartmouth Board and chairman of its executive committee. The report also recommended a realignment of the standing committees of the Board, to bring them more in accord with the actual administrative organization of the College; the creation of the position of Executive Assistant to the Trustees, so the Board might have adequate assistance in its increasingly complex work; and a program of closer liaison with the alumni of the College, particularly with the Dartmouth Alumni Council.

The Committee on Trustee Organization recommended that no changes be made in the existing procedures for nominating and electing members of the Dartmouth Board, and it also placed its stamp of approval on the present arrangement whereby the President of the College, by tradition, serves as chairman of the Board.

Each of the above CTO recommendations was approved by the full Board at its latest meeting, held in Hanover on June 12-13.

The Committee on Trustee Organization, with Mr. Hood as chairman, was formed in the spring of 1958 following a Trustee vote in February directing that a study of the Board's organization and operations be undertaken as a part of the comprehensive, long-range planning studies now being carried out by the Trustees Planning Committee in advance of Dartmouth's 200 th anniversary in 1969. Mr. Hood, who serves as chairman of TPC, was assisted in the Board study by five other committee members: PresidentEmeritus Ernest Martin Hopkins '01; Charles H. Ingram '15 of Tacoma, Wash., former vice president and general manager of the Weyerhaeuser Timber Co.; Dudley W. Orr '29 of Concord, N. H., a Life Trustee of the College and president of the Peerless Insurance Co.; Robert S. Oelman '31 of Dayton, Ohio, president of the National Cash Register Co. and former president of the Dartmouth Alumni Council; and Cleo Craig of Ridgewood, N. J., retired president of the American Telephone and Telegraph Co., whose son Robert F. Craig is a member of the Class of 1947.

Frank Smallwood '51, who was executive assistant to President Dickey and secretary of TPC before he joined the Dartmouth faculty this year as Assistant Professor of Government, served as the Committee's Secretary and as editor of the CTO report. The management consulting firm of Cresap, McCormick and Paget also assisted the Committee by conducting a survey of trustee operations and organization at a selected group of other colleges and universities and by recommending certain organizational improvements in the Dartmouth Board. During the course of its study, CTO consulted many individuals, including Dartmouth Trustees and Trustees-Emeriti, alumni leaders, officers of the College, and trustees and officers of other colleges and universities.

IN the.foreword to its report the Committee on Trustee Organization emphasizes that its recommendations were formulated in an effort to meet the unique strengths and needs of the College. The first section of the report, therefore, is a review of "the historical background and development of the Dartmouth Board in an attempt to consider those factors of history, tradition, and environment which it feels have a central, and in many cases crucial, bearing on how the Dartmouth Board can best be organized."

In its foreword the Committee also expresses "its full and enthusiastic support for the present administration of Dartmouth College," and states its belief "that Dartmouth today is tremendously fortunate in being able to benefit from creative, imaginative and dedicated presidential leadership of the highest caliber."

The relationship of the Board of Trustees to the President of the College and the Board's responsibility for assisting him were fundamental questions which the Committee also considered before coming to conclusions about the organization of the Board. In a special section of its report, entitled "Functions of the Trustees," the Committee reviews the powers granted by Dartmouth's Charter to the Board, which as a corporate body has supreme authority over the College, including appointment of the President and the Faculty, establishment of rules governing the College, management of funds and plant, granting of degrees, and election of its own members.

"In essence," the Committee points out, "the Dartmouth Board is responsible legally to the State and morally it is responsible to the past, the present and the future; to the cause of liberal arts learning; and to the students, parents, faculty, alumni, benefactors, community, and all others who hold a common concern for the College's continued welfare.

"By Charter, the Trustees are a selfperpetuating body and they may, within reason, rule legally as they please. For best long-time results, of course, they must create policies and programs that have, or acquire, the acceptance and support of each of the groups just named. To bring this about, there are a few duties they should keep and perform, but there are more that they should delegate to someone who can perform them better."

Although responsible trusteeship requires that the Board maintain the power to step into any area when the welfare of the College warrants it, the Board can accomplish most, the Committee emphasizes, "by making sure that it has an administration it is willing to support, by delegating the necessary responsibility and authority to that administration, and then by actively giving it support. Dartmouth's great history has been due to the leadership of its Presidents. The Committee believes this is the way it should be. Any accolade to the Trustees should be in recognition of their having picked good Presidents."

Concluding the section dealing with Trustees' functions, the CTO report explains that "The Committee on Trustee Organization has placed its major emphasis on the Board's responsibility to assist, rather than control, the College Administration. In addition, however, the Trustees must bear responsibility for appraising the job which the College is doing....

"The Committee believes that the ultimate guarantee of good education is good educational leadership. Toward this end, as already stated, the primary functions of the Dartmouth Board are those of, first, securing a good President; second, assisting and encouraging him; and finally, appraising the job he is doing."

A FTER establishing a framework of historical perspective and then defining the Board's basic responsibilities, the Committee on Trustee Organization makes seven specific recommendations regarding the organization and operations of the Dartmouth Board "and its relationships with the alumni. Following, in summary, are the recommendations in full and excerpts from the views expressed by the Committee in connection with each one.

Recommendation No. 1: The Committee recommends that the present Board of twelve be increased in size to sixteen members, by adding two Life Trustees and two Alumni Trustees.

"The Dartmouth Charter prescribes a Board of twelve Trustees. The Committee on Trustee Organization believes that tradition should not prevent its seeking any change believed in the present and future interest of the College. However, the Committee doubts if Dartmouth intentionally should get away from the 'working' Board concept which it enjoys today. There is a size which is efficient for a 'working' Board and a larger size which will inevitably lead to the executive committee or some other body becoming the 'working' Board.

"There is much evidence to indicate the Dartmouth Board has, in actual fact, been a 'working' Board. The Dartmouth Trustees have historically viewed the Board in this light. More recent statistics tend to support this analysis. The attendance at full Board meetings for the past ten years has averaged 86%, which means that, on the average, less than two out of twelve Trustees have been absent from regular Board meetings. This is an enviable record. . . .

"Some of the advantages for having a larger Board at Dartmouth are that the College has many capable, dedicated alumni and friends and it is unfortunate not to give more of them an opportunity to serve as Trustees. A larger Board, providing it is composed of members who attend meetings regularly, as present members do, would seem to mean a greater number of active minds working on the various problems presented, more men available for committee assignments, and more men with a deep understanding of the problems of the College who can be helpful in two-way communication with the alumni and with the public.

"These advantages should be weighed against the disadvantages. At the present time, the Dartmouth Board commands a high sense of personal responsibility from individual Trustees. It has the benefit of regular attendance, homogeneity of understanding of College affairs, and an absence of factions for which its status as a 'working' Board is at least partly responsible. Too large a Board would tend to diffuse this responsibility. It would take away from the provocative-in-discussion but coordinated-in-action, close-knit, freefrom-politics group that the Committee believes Dartmouth now has. In other words, too large a Board would change the character of the present meetings in a way which your Committee believes would not be in the interest of Dartmouth College.

"After asking itself what size Board will be most helplul to the College and to the President, the Committee on Trustee Organization reached the conclusion that the Trustees could advantageously make a nominal increase in the number of Board members without sacrificing the present 'working' character of the Dartmouth Trustee organization. The Committee realizes full well that the size of the Dartmouth Board of Trustees has remained constant at twelve members since the original founding of the College in 1769. Consequently, the Committee is recommending an increase in size only after the most thorough and careful study.

"The Committee's purpose is to increase the size of the Board to the maximum number which will still permit the Board to retain the many advantages of its present 'working' Board status. It seemed to the Committee that any number from twelve to sixteen would continue to make a good 'working' Board. Sixteen was picked because, in the opinion of the Committee, it is the maximum of the range that should be considered."

Recommendation No. 2: The Committee recommends that the matter of the Chairmanship of the Board be left in the hands of the Trustees as it is at the present time. There may be new circumstances which will make it helpful to ask another member of the Board to serve as Chairman. We see no reason for change at the present time.

"In 1822, the Dartmouth Trustees formally voted that the President of the College should serve as 'President of the Trustees.' Whatever the title, Dartmouth's President, ever since that time, has served as Chairman of the Board. The current President of the College has repeatedly indicated his willingness to relinquish the Chairmanship if the Trustees so desire, and the Trustees have the authority to elect a different member as Chairman at any time they feel that this would be a wise move. The Trustees have not exercised this authority and we see no compelling reason why they should now do so.

"The Committee does believe, however, that the Chairman of the Executive Committee of the Board should always be someone other than the President of the College and thus be able to speak for the Board if the President is not available. In addition, the Committee believes that there are times when an individual member of the Board other than the President should logically contact outside individuals or groups in connection with College business. We see no reason why the Chairman of the Executive Committee, or the Clerk of the Board, could not do this when necessary."

Recommendation No. 3: The Committee recommends changing the present Standing Committees of the Board and suggests the following structure as applicable to current conditions:

i. Executive Committee: This Committee should continue to act for the Board of Trustees, when necessary, between meetings of the Board, and it should continue to handle such matters as are referred to it by the Board, either on an ad hoc or permanent basis. As long as the President of the College serves simultaneously as Chairman of the Board, the Chairman of the Executive Committee might, on occasion, be called upon either by the Board or by the President to serve as a spokesman for the Board if this appears to be desirable.

2. Financial Committees: There should be three committees to consider the financial affairs of the College. The Treasurer and Vice President should be a member ex officio of each of these three committees:

(a) Investment Committee: The Board should continue to delegate to this Committee responsibility for the College's investment portfolio.

(b) Buildings and Grounds Committee: This Committee should continue to be an advisory committee on buildings and grounds as it is at the present time and, in addition, it should serve as an advisory committee on the long-range master building plan, and as an advisory committee on operating areas that come under the jurisdiction of the Treasurer and Vice President, such as the Dartmouth Dining Association and the Hanover Inn.

(c) Budget Committee: This Committee should continue to make a careful annual review of the financial income and expenses of the College, both from the standpoint of the current year under study and from the standpoint of long-range budget implications.

3. Educational Affairs Committee: The present Committee on Degrees should be expanded in scope to cover all educational affairs of the College. The Provost should be an ex officio member of this Committee and ordinarily recommendations involving the educational program of the College would clear through this Committee before going to the Board.

4- Alumni and Public Affairs Committee: The present Development Committee should be expanded in scope to cover all alumni, public relations and development affairs of the College. The Vice President of the College and the President of the Alumni Council should be members, ex officio, of this Committee.

5. Trustees Planning Committee: The function of the Trustees Planning Committee should be:

(a) To review with the President from an overall standpoint the long-range planning of the College, and

(b) To appraise annually, or more often if necessary, and report to the Trustees, on the progress being made in carrying out objectives.

This will mean that, in the reasonably near future, much of the work of the present Trustees Planning Committee should be transferred to the appropriate administrative officer who should henceforth be responsible for the long-range planning within his area of jurisdiction. This long-range planning should be reviewed from time to time by the appropriate Trustee Committee. The overall coordination of long-range planning should be by the President, with review by the Trustees Planning Committee. (It is not our thought in making this recommendation that less attention should be devoted to long-range planning, but rather that henceforth it should be a continuous effort and each responsible administrative officer should coordinate the long-range planning within his area of operations.)

6. General: No change should be made in the present procedure in which committee members are appointed annually by the President, with. the approval of the Board. In addition, the Committee recommends that the President should be an ex officio member of each Committee, and that committee work should be distributed reasonably uniformly so that ordinarily the same Trustee will not be on more than two committees, other than the Executive Committee.

"During recent years, the administrative organization of Dartmouth College has been strengthened to a point where three principal offices report directly to the President on major College matters. These are the office of the Treasurer and Vice President, responsible for the financial affairs of the College; the office of the Provost, responsible for the academic affairs of the College; and the office of the Vice President, responsible for alumni and public relations and development affairs of the College.

"Your Committee believes this organizational realignment has been extremely beneficial and it suggests, in keeping with this organization change, a new alignment of Board committees as above....

"The principal purpose of a committee of the Dartmouth Board is to handle details which do not need consideration by the full Board and, at the same time, to allow each Trustee, because of particular talent or interest, to specialize in certain areas of the College's operations. This, in turn, is helpful in assuring that the Board can devote its major attention at full Board meetings to basic policy considerations, rather than to operating details. The Board sometimes gives a Committee authority to act in regard to certain detailed matters. More often, the Committee serves in an advisory capacity to the administration and makes such recommendations as are appropriate to the full Board. The Board should employ whatever Committee it finds really useful and should revise its committee structure whenever it is desirable to do so.

"One of the advantages of a small Board that meets reasonably frequently is that it does not need an Executive Committee except to meet on emergency matters between Board meetings and perhaps occasionally to consider special problems referred to it by the full Board. Although the Dartmouth Executive Committee has the power to act for the Board between Board meetings, it does, and should, use this power sparingly and always report its actions to the next meeting of the full Board."

Recommendation No. 4: The Board should have adequate assistance in its work. The position of Executive Assistant to the Trustees should be established.

"The members of the Board represent a wide range of talents, serve without compensation and spend a great deal of time on College matters. To enable them to use their time most effectively and make a maximum contribution to the solution of the problems of the College, they should be given continuing staff assistance of sufficient caliber to provide professional aid to them in their work."

Recommendation No. 5: The Committee recommends that no change be made in the existing procedures which govern the nomination and election of members of the Dartmouth Board. In making this recommendation, we have placed heavy emphasis on the belief that the members of the Nominating Committees of the Board who are responsible, from time to time, for nominating new Life Trustees, and the members of the Nominating Committee of the Alumni Council, who are responsible for nominating Alumni Trustees, are making every effort to secure the best available talent for service on the Dartmouth Board. We urge both the Trustees and the Alumni Council Nominating Committees of the future to continue to conduct a complete and comprehensive search for Trustee candidates from all available potential sources before finally selecting a nominee.

"When there is a vacancy in the position of Life Trustee, the President appoints a committee, usually the remaining Life Trustees, to nominate a successor to the full Board, which has the final responsibility for election of the successor. Life Trustees are selected, usually but not necessarily, from present or previous Alumni Trustees.

"Under present procedures, the Alumni Council takes major responsibility for the nomination of Alumni Trustees. However, it is possible for any group of 100 alumni to petition for a supplementary nomination for the position of Alumni Trustee if they so desire....

"Election by the Trustees of the Council nominee is not mandatory but it has been customary. The Committee believes that the present method of nominating Trustees has worked out very - well. The members of the Alumni Council are in close touch both with the affairs of the College and with the alumni. They are in an excellent position to select Trustees who can be of maximum service to the College. It is apparent that the alumni as a whole have been satisfied with this method of nomination because at no time have they taken advantage of the opportunity which they have and the Committee believes they should have, of making an additional nomination. . . .

"It has already been noted that, under the provisions of the Dartmouth Charter, the Governor of the State of New Hampshire serves as an ex officio member of the Dartmouth Board of Trustees. The Committee feels that this ex officio arrangement is working well and that it should be continued into the future. The Governor can bring to the Dartmouth Board a broad understanding of major developments throughout the State, some of which may have a central bearing on the future operations of the College."

Recommendation No. 6: The Committee recommends that the Trustees take the necessary action to eliminate the present Charter provision relative to New Hampshire representation on the Board of Trustees.

"At Dartmouth, as at all other colleges, the question has been raised from time to time as to whether the Board of Trustees should include representatives of the faculty, or representatives of the alumni, geographically or otherwise.

"The Committee on Trustee Organization believes that once a Trustee is elected to the Board, it is important that he should become dedicated to representing the whole College rather than any segment thereof. In this respect, we support the statement of President Dickey that, .. sustained greatness in an institution of higher learning requires that there should be an ultimate authority which is not answerable to popular sentiments and prejudices but is answerable only to the conscience and wisdom of the individuals chosen for the exercise of such a responsibility.'

"Since the turn of the present century, the Dartmouth Board has, in actual fact, evolved into just such an 'independent' group, responsible to no special interest or faction. It has already been noted that under present procedures the Dartmouth Alumni Council nominates Alumni Trustees, and to date, most of the Dartmouth Trustees have been alumni of the College. While it is obvious that past service in alumni activities should be helpful to Board members, there is nothing in the Charter that requires that a Board member must be an alumnus of the College, and during the earliest years, of course, the Trustees were not Dartmouth alumni. The Committee on Trustee Organization believes that this is as it should be.

"In addition, the Committee is pleased to note that after an alumnus has become a member of the Board of Trustees it is very unusual for him to hold office on the Alumni Council or the Alumni Association during his term of service as a Trustee. Once the Alumni Council nominee has been elected to the Board, he should not be expected to assume any responsibility to become a 'spokesman' for, or special representative of, the alumni or any other group. To the contrary, he owes equal allegiance to the faculty, the undergraduates, the alumni, and all others who are concerned with the development of the whole College. The Committee believes that this is a sound policy and opposes any changes which would specify the composition of the Board by profession or any other criteria. Hence, we would reject any efforts to require that a member should be appointed to the Board simply because he is a clergyman, or a doctor, or a lawyer. The Trustees should be selected solely on the grounds that they are the best candidates available for Trustees.

"In line with the above philosophy, the Committee also rejects any proposals which would have the Trustees represent different geographic areas of the country. Nevertheless, since Dartmouth is seeking its undergraduates from all sections of the country - and, indeed, of the world - and its present alumni live in all regions of the country, the Board should look to as wide an area as possible in selecting its Trustees so long as the individuals selected will make good Trustees and will be able faithfully to attend Board and committee meetings... .

"At the present time, Dartmouth draws its Board members from a wider geographical area than most 'working' boards; in fact, than even the great majority of college and university boards which utilize executive committees to do the bulk of their Board work. However, note has already been made of a provision in the Dartmouth Charter, last amended in 1921, which stipulates that Trustees 'may elect persons not resident in New Hampshire ]to a number not exceeding seven.' Since both the Governor of the State and the President of the College are automatically elected to the Board upon assumption of office, this means, in practical effect, that three additional members of the Dartmouth Board must be residents of the State of New Hampshire.

"The Committee has deliberated at some length as to whether it is wise or desirable to specify that 25% of the existing Board membership, exclusive of the Governor and the President of the College, should be residents of New Hampshire. There are practical arguments on both sides of this question.

"The factor of Dartmouth's geographical location and the fact that the Dartmouth Board is, and should remain, a 'working' board are the two most persuasive arguments in favor of retaining the status quo. The location of Dartmouth College represents both a basic asset and a difficult liability. Hanover is a hard place to reach and, since it is not a large urban center, there are only a handful of available persons who can be called up quickly, if needed, to provide counsel and assistance to the College's President and staff officers.

"Actually, the New Hampshire men presently on the Board are not there to represent the alumni of the State. They are there because the College happens to be located in New Hampshire. The land and buildings which the College owns are in New Hampshire. The students and most of the faculty reside in New Hampshire, and many of the problems which the College must face are local in character. History reveals that New Hampshire Trustees almost invariably, because of their knowledge of the community and their immediate availability, in addition to any personal qualifications they may have had, have been high up on the list of Trustees of greatest help to each of Dartmouth's past Presidents.

"In addition, the Committee has been impressed by the comparative statistics on fifteen selected colleges and universities, appearing in an Appendix to this report, which indicate that 241 board members —or 57% of the total board members serving these fifteen institutions reside within the same state as the college. There are some very positive, and practical, considerations which favor the present Charter restriction on New Hampshire Trustees.

"Yet the Committee has already affirmed the belief that the 'independent' character of the Dartmouth Board is one of the great assets of the College. In line with this philosophy, it is difficult for the Committee members to favor any Charter restriction which could mean, in actual practice, that a resident of Hanover could be eligible for Board service under the New Hampshire provision while a resident of Norwich, Vermont, across the river from Hanover, might not be eligible. Such practical realities as this have led us to conclude that whereas it is not unreasonable for Dartmouth College to have as many as five New Hampshire Trustees, nevertheless the Charter restriction relative to New Hampshire representation is itself inconsistent with the basic character and the continued welfare of the Dartmouth Board....

"The only other current practice affecting eligibility for service on the Dartmouth Board is that which specifies a mandatory retirement age for Life and Alumni Trustees. For some years, any Life Trustee before taking office has actually submitted his resignation to take effect at age 70. Alumni Trustees, at the time of their election, submit their resignations to become effective at the expiration of their terms, or age 70, whichever comes earlier....

"The Committee feels that it is wise to maintain the present mandatory retirement age of 70. We further believe that the Trustees and the Nominating Committee of the Alumni Council should consider the average age of the Board as one of the factors taken into account in nominating new Trustees. It would be desirable for the Board to prevent too many Trustees from being simultaneously in the older age group, and also to encourage election of some Trustees at an age sufficiently young to provide for long service.

"Again, the Committee would like to repeat, however, that neither age nor any other specific factor such as age should be applied as a hard and fast criterion in the final selection of Board members."

Recommendation No. 7: The Board of Trustees and the Alumni Council should hold a joint 2-3 hour session in Hanover at periodic intervals to hear a report on the life and work of the College, from the President. It is suggested that such a joint session could be held biennially, perhaps in January of every other year, and that the Board and the Council could then hold individual working meetings following the joint session.

"The Committee has emphasized in this report that the Dartmouth alumni body is one of the great assets of the College. The Committee on Trustee Organization did not attempt to study alumni organization because it was not actually a part of its assignment and also because the Committee on Alumni Relations has recently covered this field so thoroughly and adequately. During the course of its study, the Committee on Trustee Organization believed it appropriate, however, to consider various ways in which liaison between the Dartmouth Trustees and the alumni body could be improved. Under CTO Recommendation No. 3 regarding Committees of the Board, we suggested that the President of the Alumni Council should be appointed as a working member of the proposed Alumni and Public Affairs Committee of the Trustees. We feel that the Alumni Council President can add a great deal of strength to this Committee and that his service on the Committee should do much to improve liaison between the Council and the Board of Trustees. In addition, we suggest the Board of Trustees should feel free to utilize .the services of any other outstanding alumni on any of its standing committees when the Trustees feel that this would be appropriate.

"While the Committee on Trustee Organization believes that the utilization of the Alumni Council President, and possibly other alumni, on Board committees will help to improve liaison between the Board and the alumni body, we urge that efforts should also be made by the Trustees to establish closer communications with all members of the Alumni Council. In the past, individual members of the Board of Trustees have met periodically with the Alumni Council to discuss a certain phase of the Board's or the Council's operations. We encourage individual Board members to continue this practice in the future. In addition, we feel it would be helpful in the future if all the Trustees could meet in periodic joint sessions with the full Council to hear the President give a report on the State of the College.

"The Committee feels that such periodic meetings should do much to improve coordination between the Trustees and the Council. The report of the President after such joint meetings undoubtedly will furnish valuable material for transmittal to the alumni-at-large through the ALUMNI MAGAZINE. Finally, the Committee urges the Board to continue to refer any problems to the Alumni Council which it believes to fall within the general sphere of responsibility of the Council, and on which the Council can provide helpful advice to the Trustees. We realize that the Board is attempting to make such referrals at the present time, but we strongly urge that this process be given increased emphasis in the future. We believe that the Trustees should continue to make every effort to achieve maximum liaison with the alumni, and with all other interested segments of the College community, if the Dartmouth Board is to provide the type of leadership which will enable the College to enjoy a position of strength and pre-eminence as it enters its third century of service in 1969-"

Harvey P. Hood '18, senior member of the Board, who headed the committee that made a study of Dartmouth Trustee organization.

A copy of the full report by the Committee on Trustee Organization may beobtained by writing to Frank Smallwood,207 Parkhurst Hall, Hanover, N. H.