Williams 101: The Board of Trustees

This piece is the fourth installment in our “Williams 101” series, a set of articles on the basic structure and operations of the College. Our aim in this series is to help the entire College community, and students in particular, better understand and be able to engage with their institution. This fourth piece will focus on the College’s trustees.

While the day-to-day administration of the College falls to its faculty, staff and students, in their respective domains, the ultimate responsibility for the College as a corporate entity rests with the Board of Trustees. The College Laws, the governing document for the College, vests both the “government and direction” of the institution with the Board and president of the College. They bear fiduciary responsibility for the College, meaning that the trustees are expected to act in good faith on behalf of the best interests of the College as an institution.

The Board of Trustees comprises 21 trustees, all of whom, at present, are alumni of the College. The president of the College serves as a trustee during their term of office. The president of the Society of Alumni, while not a trustee, attends meetings of the Board. The number of members on the Board is variable, but may be no lower than 11 nor higher than 25. Trustees (except the president) are not compensated for their service.

Trustees can be elected to the Board in one of two ways. The first type of trustees are known as alumni trustees, of which there are five who each serve a five-year term. They are nominated to the Board via election by the Society of Alumni at its annual meeting every June. The alumni trustee terms are staggered so that one new trustee is elected each year.

The remaining trustees are known as term trustees and are nominated by the Board itself. They also initially serve five-year terms. At the conclusion of their terms, both term and alumni trustees may be re-elected for one additional seven-year term.

The Board’s chair, who is currently Michael Eisenson ’77, serves for a maximum of seven years in that role; Eisenson’s term ends in 2019. The Board as a whole meets four times a year, in October, January, April and June, and the Board’s executive committee bears the responsibility for its operations in between meetings.

The work of the Board is divided amongst 10 standing committees: the Executive Committee; Committee on Nominations, Governance and Degrees; Evaluation and Compensation Committee; Committee on Faculty and Instruction; Investment Committee; Operations and Planning Committee; Budget and Financial Planning Committee; Committee on College Relations and Public Affairs; Committee on Student Experience and the Audit Committee. 

The work of each of these committees is often collaborative, involving both other committees of the Board as well as the faculty, staff and students who share responsibility for the applicable areas of the College. For example, at the Board’s October 2017 meeting, the Committee on Faculty and Instruction met with Barb Casey, the College’s newly appointed Winter Study Coordinator, to discuss her work. At the Board’s June 2017 meeting, the Committee on College Relations and Public Affairs met with the College’s office of communications to hear a report on its work.

The Executive Committee leads the work of the Board, assumes its responsibility between meetings and supervises the process of selecting and appointing new trustees and the College’s president. It is chaired by the Board’s chair. The Committee on Nominations, Governance and Degrees works with the Executive Committee on issues of internal governance for the Board. The Evaluation and Compensation Committee aids the Executive Committee on issues of presidential compensation and performance.

While the Board bears the ultimate fiduciary responsibility for the College, the faculty exercises a considerable degree of governance over the College’s curriculum and academic mission. Per the College Laws, “[the faculty] shall have primary responsibility for the areas of curriculum, subject matters and methods of instruction, requirements for degrees in course, those aspects of student life which relate to the educational process, and matters relating to faculty status.”

To this end, the Board’s Committee on Faculty and Instruction and the Board more broadly work collaboratively with the appropriate faculty members and committees on curricular issues. “The Faculty and Instruction Committee reviews all appointments and grants of tenure; hears regular reports on the College’s curriculum and its efforts to recruit, retain and support the faculty; and informs the rest of the Board about these matters in ways that equip them to make decisions that will support the curriculum and instruction at Williams,” Elizabeth Andersen ’87, chair of the Committee on Faculty and Instruction, said.

The Board’s investment committee oversees the College’s investment officer and chief investment officer in the management of the College’s endowment. The investment office also has three advisory committees, for marketable, non-marketable and real assets, each of which is composed of both trustees and other alumni of the College. Students, faculty, staff and alumni lend input to the non-financial performance of the endowment through the Advisory Committee on Shareholder Responsibility, which advises the Investment Committee on the social and environmental commitments made via the College’s investments.

The Operations and Planning Committee bears responsibility for the capital projects of the College; the Audit Committee contracts an outside firm each year to audit the College’s finances, which are presented to the Board and published on the controller’s website. The Budget and Financial Planning Committee oversees the budgetary processes of the College. Their work is highly collaborative with the provost and vice president for finance and administration, the faculty and staff members, respectively, who take the lead responsibility for the allocation of resources. “By the laws of the college, the Board has fiduciary responsibility for the College and its finances,” Clarence Otis, Jr., ’77, chair of the Budget and Financial Planning Committee, said. “On the Budget and Financial Planning Committee, we partner with the provost and vice president for finance, meeting with them at every single Board meeting to develop and approve annual budgets, conduct long-term planning and approve when appropriate the taking on of debt necessary to fund our capital projects.”

The Committee on College Relations and Public Affairs works broadly on issues of outside support for the College, both with regards to development and communications. As an example of its work, at the June 2017 Board meeting, the committee heard updates on and discussed the College’s crisis communications plan.

The Committee on Student Experience focuses on issues of undergraduate life at the College, encompassing areas such as residential life, admission and financial aid and equity and inclusion. “The Student Experience Committee works to understand student life in the broadest possible way,” Kate Queeney ’92, Chair of the Committee on Student Experience, said.  “We hear presentations from and have discussions with staff and faculty involved in key areas of student life, and we also meet with a wide variety of students regularly, including our annual open forum, which we host every year in conjunction with the October Board meeting. Like many other committees, we then inform the rest of the Board about these issues to guide their thinking.”

The Board now publishes, as a result of student calls for increased transparency in 2016, meeting reports from each of its quarterly meetings on its website. There is, though, a 50-year lock on minutes of meetings of the trustees, and minutes are not kept from committee meetings at all. The Board engages in both open forums and smaller events with students, faculty and staff during each of its meetings on campus. There have been calls for the Board to consider adding a student trustee; the Board has rejected this idea because, its members contend, the idea of fiduciary governance would make it a conflict of interest for any member of the institution (such as a student or faculty member) to serve on the governing Board of that same institution.

The Board’s next meeting on campus will be Jan. 18-20, 2018.

The next piece in the series will focus on faculty governance and committees.

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