Trustees to vote in May on added terms, voting positions and honorary board

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A new Honorary Trustee position would preserve the indefinite terms and non-voting role of the current Emeritus Board. Photo by Kaity Chaikowsky.

The Board of Trustees will vote in May on a proposed change to the university’s bylaws to extend term limits for current board members, eliminate the Emeritus Board and establish a voting position of Emeritus Trustee.

According to President Thomas Keefe, a primary goal of the change is to allow younger board members, especially alumni and parents, to take on greater roles in steering the university’s future.

“It allows new board members to assume leadership roles, and it allows the wise heads to be able to advise them and still be around,” Keefe said.

The current bylaws limit voting members to three consecutive 3-year terms, with a 1-year absence required before re-election. The February 23 proposal would allow an additional term, as well as extensions for officers and a waive of the 1-year absence for members deemed highly valued by the Governance Board and two-thirdsof the full board, according to Vice President for Legal and Board Services and General Counsel Karin Rilley.

Members of the current Emeritus Board serve indefinitely, but their role is advisory and their presence at events is not counted toward quorum, as they hold no vote.

In contrast, up to five Emeritus Trustees would be confined to a 5-year term, with the option for the Governance Committee to nominate them for a second 5-year term. They would be able to vote and serve on board committees, though they couldn’t head the committees.

A new Honorary Trustee position would preserve the indefinite terms and non-voting role of the current Emeritus Board.

The issue of leadership positions remaining unattainable for new members can be traced  as far back as 2006, when a study initiated by the Constantin Foundation noted that the institution of term limits opened positions for five to six new members each year, so that “the future of the university rests largely in the hands of individuals who have not yet had time to demonstrate their true potential.”

The current bylaws, last reviewed in October 2016, include exceptions for term limits as a short-term solution for those years the board would lose too many of its members. These are limited to either a full additional term when the board would lose more than 20 percent of its members, or of an additional two years for no more than 50 percent of members if fewer than 20 percent of the members are leaving.

As in most years, the majority of board members will not reach the end of their terms in May. This change, Keefe said, responds to a different problem.

“The chairmen of a couple committees are brand new, but they’ve been on the board for awhile now,” Keefe said. “They’re rolling off just as I’m getting my money’s worth out of them.”

The 2006 study also noted the financial significance of the board’s shift. Harry Longwell, then board chair, said he was committed to making $25,000 the annual minimum expected contribution from each financially able board member, whereas in previous years the board as a whole had given $25,000-30,000 each year. Members are still expected to donate substantially, which Keefe attributes to the university’s resurfacing ability to recruit top-notch members.

“The change I’ve seen in the board is that people appreciate what we do here, and they want to be part of it because we’re doing things and we’re going places,” Keefe said.

For now, recruitment to the board is focused more on bringing in alumni and parents with recent experience of student life. Though the changed bylaws couldn’t guarantee them leadership positions, it would make space for them to contribute to discussion.

Like most policy changes, the board has discussed this for years, and by the vote in May some expect it to go through with little further amending.

“By the time we got to where we had a solution, there was very little discussion,” Keefe said. “It was seen as the best possible path going forward.”

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