Ross and Donahue Explain ‘How Midd Works’


Hannah Ross, Middlebury’s general counsel, and Dave Donahue ’91, special assistant to the president, delivered a presentation on the college’s governance structure last Thursday evening to an audience of seven. The talk was part of the “How Midd Works” initiative led by the Student Government Association and President Laurie L. Patton’s senior leadership group (SLG). 

Donahue has worked at the college since 1997, serving as associate dean for library and information services, associate vice president of operations in college advancement and dean in student affairs before becoming special assistant to the president. Ross came to Middlebury in 2003 after representing Princeton University in litigation.

The presentation covered a variety of topics including the college’s position as a non-profit, the role of the Board of Trustees, college finances and future projects. The seven students who attended the talk included Community Council co-chair candidate Lynn Travnikova ’20 and SGA Chief of Staff Ish Alam ’18. 

Thursday’s event was one of several action items in the “How Midd Works” initiative within the SGA’s and SLG’s Common Agenda. The Common Agenda was developed in an effort to improve the communications and relationship between students and the administration by giving students a better sense of how the college operates and by giving the administration a better sense of student needs.

Due to the small nature of the crowd, the session was uncommonly interactive, with Ross and Donahue taking questions from the students in attendance throughout the presentation. 

After a student asked whether the college was building a dam, Ross and Donahue discussed a potential hydroelectric power project. The potential hydro power generator would be at the falls on Otter Creek.

“We are not building a dam,” responded Donahue, “We are exploring with an energy development company the possibility of a hydro project. The idea of taking advantage of a natural resource to have hydro be part of our energy footprint is pretty cool.”

“And fish friendly, that’s what’s very exciting,” Ross said.  

Donahue then turned to the new temporary academic building that will be constructed behind Johnson Memorial Building.

“The building probably has a 35 to 50 year useful life. In the end, what got approved by the town is a permanent building,” Donahue said. 

“If it works well and we’re all happy with how it’s functioning, it could be there for that long. It could also be moved and repurposed,” he said, explaining that most buildings are built with an intended lifespan of 100 years when they are part of the master plan, which this building is not. 

“This building allows us to do a bunch of those projects,” Donahue said, referring to renovations of Warner, Munroe and Johnson, with the new building serving as an “academic swing space” for people to leave those buildings while they are renovated.

Ross and Donahue also provided an overview of the college’s management structure as a non-profit.

“It doesn’t have any kind of owners, shareholders, or investors. It’s not formed for some private interest and it can’t benefit private interest,” Ross said. 

The President and Fellows of Middlebury College, the official name of all the Middlebury entities, is a 501(c)3 non-profit, meaning it is a public charity. “It’s a non-profit because it delivers a public benefit or a public service” Ross said, the public benefit or service in this case being higher education. 

“Non-profit organizations have a mission that goes towards public benefit or public service,” she continued, adding that “any extra money goes back into that mission.”

Donahue explained that though the college cannot substantially support political causes due to its non-profit designation, “that doesn’t mean we don’t ever take interest in legislation or stake out a position,” he said.

The presentation then shifted to the role that trustees have in managing the college. Though there can be up to 35 trustees, there are only 33 at the moment. Trustees are chosen by a committee made up of 6 trustees, and can serve up to three five year terms. Trustee emeriti are trustees that have served for 15 years and are lifetime trustees, but do not have voting powers. 

Being a trustee is a volunteer position, as trustees receive no compensation. The college president is the exception to this rule, and Donahue explained that Patton, as the president, is a voting member of the board.

Ross explained that trustees hold the “ultimate legal and fiduciary responsibilities,” meaning that they are required to act in the interest of others, which in this case means in the interest of Middlebury. “They have to be acting for the benefit of the students of Middlebury.”

This question of what is benefitting students has been raised recently in discussions around divestment.

“They [the trustees] need to make good decisions so that the non-profit can last a long time,” Ross said. “We have an endowment that is intended to allow us to do that forever.”

Ross went on to discuss how tax structure affects the College. “We are tax-exempt, which is an important form of government support, and we also get grants,” Ross said. 

Donahue and Ross then addressed a student question: “How is the Middlebury operating budget affected by the recent tax bill that was passed? I know there was some discussion regarding taxation of endowments.” 

“We just barely squeaked under that one,” said Ross. “We are still, along with other colleges, advocating that they reconsider this.” Ross said, however, that it is likely that “they will change the wording and increase the tax, and someday it will catch us.”

Donahue and Ross went on to describe Middlebury’s operating budget, which comes from three sources: tuition and fees, donations and the endowment, and government support.

Of the $270 million annual budget, Ross estimated that $50 million came from the endowment, $40 to 45 million from donations, and most of the remainder from tuition and fees.

“We model our budget on a six percent return on the endowment and a five percent spend,” Donahue said, “with the remaining one percent being spent as part of the operating budget.”

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