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A Modest Proposal for the Dartmouth Board

November 21, 2007

Having just read Joseph Asch’s interesting discussion of the Dartmouth Governance Committee Report (HT:Joe’s Dartblog), it occurs to me that are at least two alternative approaches that would:

  • satisfy the concerns of the governance committee that there be no greater number Alumni elected Trustees (because of a fear of divisive elections),
  • while increasing the size of the board by eight Trustees (to allow more diversity, more expertise, more slots for donors), and
  • maintain parity between Alumni and Charter Trustees.

Those two alternatives are:

  1. Add eight Charter Trustees for a total of 16, but give each of the eight Alumni trustee 1.5 votes, while each Charter Trustee has one vote, on matters coming before the board. This retains voting parity between Alumni and Charter Trustees while adding only the desired eight new Charter Trustees.
  2. To the extent that giving certain trustees greater voting power than others proved problematic as a matter of corporate law, the board could enact a more complicated series of requirements for supermajorities between Alumni and Charter Trustees that would have the same effect, e.g. (i) any action of the board approved by fewer than 16 of the 24 members would only be effective if at least one Alumni Trustee also voted in favor of such action, (ii) any action of the board approved by fewer than 15 of the 24 members would only be effective if at least two Alumni Trustees also voted in favor of such action, etc. As with the current split of Alumni and Charter Trustees, adopting a resolution would require the support of at least one Alumni Trustee and one Charter Trustee, and otherwise maintain voting parity between the two classes of Trustees.

Of course, the governance Dartmouth Governance Committee has given the impression in their roadshow that meetings of the Trustees are amiable and achieve consensus on most issues. Taking them at their word, this would mean that these provisions would be of little importance, but also of little hindrance to the day-to-day functioning of the board.

Given that, either of these proposals would make for a fine settlement of the Association of Alumni’s lawsuit against the College.

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