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The Value of Parity in Dartmouth Governance

September 22, 2007

Some background for the casual reader: My alma mater, Dartmouth College, recently changed the way its board of trustees would be elected in a way that disenfranchises alumni and I believe to be harmful to the institution. The changes are described here, here and here. I expressed the reasons I opposed these changes here.

When the decision was announced I sent emails to board of trustees expressing my displeasure and one of the members of the Governance Committee (who has said they prefer not to be named on my blog) was kind enough to respond as follows:

I’m sorry you feel that way. 

We thought that increasing the number of alums on the Board, affirming the importance of open elections, maintaining them at such a high rate, and establishing a standing committee on alumni relations would increase alumni influence on the Board.

No doubt the most controversial decision was the one we made to increase charter seats (appointed by the Board) without increasing alumni-elected seats.  We did this because we need to ensure that the Board gets trustees who collectively have the skills and backgrounds to govern the institution as well as acceptable diversity and fund-raising capability.  Adding appointed seats is the most efficient way to get this, since you can’t guarantee the outcome of elections.  There are benefits to the workings of smaller boards (20-30 vs. 40-60) that caused us to resist adding alumni-elected seats, especially when the benefits of elections are fully realized with 8 elections every 8 years.

There’s more about all of this in the full report, which you can download from dartmouth.edu.

I responded as follows:

Thanks for your reply. A couple of questions:

It is axiomatic that if alumni nominated seats had been increased in parity with charter trustees, Dartmouth could had a board with either 12 alumni nominated trustees and 12 charter trustees or a board with 16 alumni nominated trustees and 16 charter trustees (and of course the entire range of even numbered board sizes between 24 and 32). Given those possibilities, and assuming the truth of the advantages of a smaller board and more slots for charter trustees, that still leaves some fairly :

— What were the skills lacking on the current board that could not have been filled with 12 charter trustees rather than 24? Were those four extra slots really worth eliminating parity?

— What is evidence that a board of 32 operates significantly worse that a board of 24? How was it determined that such a disadvantage in operations outweighed keeping parity?

— Why was it that an intermediate board size that maintained parity would not have struck a balance that was "good enough" to maintain parity and therefore the benefits of an alumni base that remained engaged with the institution because they could actually have an influence on its governance?

Obviously it is potentially difficult to quantify these effects at the margin or to potentially to explain why a slightly different proposal from the one adopted isn’t quite as good as the one adopted. But in this case, presumably the board knew that this would be a controversial decision so must have had some pretty strong evidence to justify making the call it did to end parity– unless the board thought that parity was not really all that important. So one last question: which one is it?

To which I received the following response a week later (after I asked if I could use my correspondent’s name on this blog):

The answers to your questions are in the governance report, which you may download from dartmouth.edu.

While I’m not eager to be named on a blog, I stand by what I’ve written to you.  Of course, my emails represent my views alone. 

I responded with the following today:

Thanks for your further reply. I’ve read the report and the word "parity" appears only twice:

— Once in the sentence "While parity has existed for a long time and represents an important part of Dartmouth history, it is no different from any other feature of institutional governance at Dartmouth: if the Board determines that circumstances warrant change, then the Board is obligated to consider any changes that it believes would be in the College’s best interest."– which does not ascribe any value to parity other than perhaps historical value.

— The last time it appears is in the sentence "Alumni sentiment, particularly in response to the Association of Alumni survey and to ads, was overwhelmingly in favor of maintaining the traditional "parity" between Charter and Alumni Trustees. We weighed this feedback carefully but concluded that eight additional Alumni Trustee seats would not serve Dartmouth’s best interests."

Unless I missed it, nowhere is there a discussion of the questions I asked in my email below. There appear two additional passages which seem to address the questions, but only in a circular fashion:

— "We also believe, however, that if contested elections are to continue, the number and frequency of such elections should not be increased. As discussed in the section on Alumni Trustee seats, we feel the benefits above wane significantly after the first eight seats."

— But that section appears in pertient part to say only "Furthermore, as discussed later in the report, contested elections have significant drawbacks that outweigh the benefits of incremental alumni-nominated Trustee seats."

To be fair, there is a discussion of the perceived disadvantage of contested elections and the advantage of Alumni trustees as a check on board insularity, so I do not mean to suggest that the report was wholly conclusory, just that it never addresses in anything more than the conclusory fashion of the passages I cite above the questions that I asked, much less provide actual answers to those questions.

But I suppose there are at least two other possibilities: first, that your short email and reference to the report was an obique way of saying that "parity" is not of value; and second is that I have simply missed the detailed discussion of the answers to my question that really are present in the report.

(In respect of your wishes I will not use your name in any public reference to our correspondence.)

If I get a further response, I’ll gladly print that as well.

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