Trustee Governance Aims for Efficiency

Members of the Middlebury Board of Trustees arrived on campus this past weekend to attend the annual fall trustee meeting. The meeting marks the second year that the board’s new governance structure has been in effect.

For some students, the role of the Board in daily campus life is nebulous. For others, especially those interested in the College’s investments and those who are in more constant contact with trustees, the board’s impact is more apparent.

“The board does a lot of things that students care about, but students may not know that the board is involved in the first place,” said Chair of the Board of Trustees Marna C. Whittington.

According to the College, the Board of Trustees “holds ultimate legal and fiduciary responsibility for all assets and operations of Middlebury College, the Middlebury Institute of International Studies at Monterey (MIIS), the Middlebury Language Schools and Schools Abroad, the Bread Loaf School of English, the Bread Loaf Writers Conference, and all other Middlebury schools, programs, centers and institutes.” Such responsibilities include the authority to hire and dismiss the president of the College, setting the College’s financial strategy and budget, advising on capital projects and maintaining the final decision on tenure.

In light of the board’s essential role to the College as a corporation, an effective structure for board governance is essential. The announcement of President Emeritus Ronald D. Leibowitz’s plan to step down came in concert with the conclusion of a yearlong process to review and revise the board’s governance structure.

“Nothing was necessarily broken, but we wanted to step back and ask ourselves, if we were to build a governance program starting today, what would it look like?” said Whittington. A number of recommendations and bylaws were passed in December of 2013 and implemented in July of 2014.

There were both structural and procedural changes to the College’s governance system. Whittington noted that one of the largest shortcomings of the old system was the imbalance in committees overseeing its various business units. Chief among the changes to address this issue was the reduction of the number of standing committees from 15 to five. Now, the role of these committees is to assume responsibility for all substantive issues across all of the College’s campuses and programs.

In addition to these specific standing committees, the board also voted to create three boards of overseers for the College, the Middlebury Institute of International Studies at Monterey (MIIS), and the “Schools,” which include the Language Schools, Bread Loaf School of English, and Schools Abroad. Each board of overseers is charged with reviewing and monitoring the educational offerings and student life under their respective jurisdiction.

The membership of these committees also changed.  “Before, we didn’t have proper constituent representatives. Now we have a student representative, a faculty and a staff on each of the board of overseers,” said Whittington.

In addition to constituent representation, a partner overseer is also appointed to each board. “They aren’t full trustees, but they are subject matter experts in some way,” said Whittington. “For instance, the superintendent of the local school district is coming on as a partner overseer to the College overseers… They have interest in giving their professional expertise to the process of Middlebury.”

Procedural changes to the governance included the implementation of new rules of engagement: how meetings are to be conducted and how trustees are to work with one another. Under the new governance structure, one trustee may not hold more than one leadership position. This created 16 vacancies in various trustee leadership positions, which required “more people to step up and spread the engagement,” said Whittington.

Despite the collective positive effects of these changes, some significant challenges have already appeared after a year of implementation. “I think one of the biggest challenges is that our trustees now are very aware of what they don’t know. Before they were in their committees and didn’t have that insight,” said Whittington. Another challenge is overcoming the time creep and enlisting younger and more diverse trustees to join the board.