Old Chapel: Board, Restructured

'M' at workAt its December 2013 meeting, the Middlebury Board of Trustees unanimously approved revisions to its governance structure, which will go into effect July 1, 2014. We spoke to President Liebowitz about what it all means.

What led the Board of Trustees to decide to revise its governance structure?
There were many factors, but I think they fell into two categories: internal and external. Externally, the world has changed dramatically since Middlebury, and its board in particular, has had a chance to step back and review the way in which it governs itself. The business of higher education has become infinitely more complex. Colleges and universities today face an array of challenges, from important questions of cost and competitiveness to applications of technology and issues relating to the management of large endowments, just to name a few. These require strong governance structures.

Looking at Middlebury internally, we haven’t made many substantive changes to how we are organized and how we run things in the past 50 years. But in that time this traditional, small, residential liberal arts college has been transformed into something quite different. In the 1960s, we had 1,200 students; now we have 2,500. We had about 80 or 90 faculty; now we have almost 300.

Geographically, we were overwhelmingly a local, Vermont institution. The Bread Loaf campus was the farthest extension of the College, save for a small number of programs for our Language School graduate students in France, Spain, and Italy. Now we have operations in almost 40 sites around the world. One of those is a graduate school in Monterey, California, with almost 700 students.

These internal changes required us to step back and ask some critical questions: Is our board organized in the best way possible to know what it needs to know about this dynamic institution? And is it properly positioned to guide Middlebury through what many have said are likely to be turbulent times going forward? Our trustees carry the ultimate responsibility for the long-term well-being of the institution. Understanding this, it made sense to ask the fundamental question of whether our current board governance structure was helping the trustees be good fiduciaries of the institution.

We’re fortunate that we are undertaking these adjustments from a position of strength. The College has never been stronger, and it has a great future. But we can’t sit back and not engage in the broader issues affecting higher education. We thought now would be a good time to make this governance change.

Tell us about the process, how long it took …
The process began shortly after the College’s 2011 ten-year reaccreditation review. That was an important driver because the review highlighted just how complex Middlebury had become. And it noted that our governance structures in some cases hadn’t kept pace.

In the summer of 2012, I wrote a lengthy letter to the faculty, about the dual challenges of cost and relevance in higher education. I think that also played a role in the decision to move forward. Trustees began asking the question that so many outside the academy are asking: Why is higher education so expensive, and are students and families and supporters of our institutions getting all that they should for that type of investment? Are there ways to control those costs? The other key issue from that letter had to do with relevance.
Is a BA degree the same today as it was 200 years ago, 100 years ago, 50 years ago? Or do we need to start thinking differently about higher education, especially within the context of the changing, more competitive global environment? Are our graduates getting an appropriate mix of theoretical and hands-on applications given the realities of their post-college lives?

The combination of the reaccreditation review and the letter to faculty led to a series of discussions, influenced by the impact of the 2007–10 recession. The vulnerability of even the most wealthy private educational institutions cannot be dismissed and certainly affected how we assess risk and how we think about governance. It was largely these issues that led Marna Whittington, our board chair, and me to engage the trustees on a process that would allow them to better understand—and engage more meaningfully—the emerging trends in higher education and the demands placed on Middlebury.

In these conversations, we thought about governance in many ways. We thought about faculty governance. We thought about trustee governance. We thought about broader institutional governance. We decided that it made sense to start with the Board of Trustees due to the role it plays as the fiduciary body of the institution. We engaged an educational consultant, well known in higher education and familiar with Middlebury, and together we created a process that would identify what we wanted to achieve and how we would go about achieving it. This led to the appointment in the fall of 2012 of a governance working group, which included veteran trustees, two faculty members, and two staff members. Marna and I laid out a charge for the group, which was to think broadly and long-term—and not to be afraid of bold change.

Two notable changes in the governance structure were paring the 15 standing committees down to six, while making them broader in scope, and creating three boards of overseers—one for the undergraduate college, one for the Monterey Institute, and one for the “Schools.” What will this mean for the individual trustees?
For many years, trustees have sat on anywhere from three to six committees, which forced us to divide up the available time into short blocks—about an hour and 15 minutes for each committee. That made it very hard to go deeply into a subject. That was a major deficiency of the old system.

The working group examined the current committees and their respective charges and reconfigured them into a smaller number of committees based on the overlap of their respective purviews. This will allow trustees to take deeper dives, to think about issues as they relate to one another rather than in isolation from one another, and to do so over a longer period of time, a three-hour block of time. The boards of overseers will work largely as program committees that relate to each of the major areas of the institution: the undergraduate college, the (graduate) Monterey Institute, and then all of the “Schools”—the Language Schools, Bread Loaf School of English, the Schools Abroad, the School of the Environment, and the Bread Loaf Writers’ Conference. And, I suspect, future endeavors we may pursue.

Each trustee will sit on one standing committee, which will meet for three hours in the morning, and one board of overseers, which will meet in the afternoon, also for three hours. What will it mean for these trustees? We expect the experience will be one of greater focus. Their committee work will probe more deeply into the issues and questions facing the institution. We know from our trustee surveys that this is what they want. They want to be more of a “doing board” rather than a “listening board.” They believe that by developing more expertise and a deeper understanding of the issues, they will be better fiduciaries for the institution.

What is the charge given to the overseers?
They will focus on curriculum and academic programs, the quality of the student experience, fundraising, and those unique characteristics and qualities that distinguish each of our programs. The College board of overseers will do this for the undergraduate College, which is the core of our identity as an institution. The Institute board will focus exclusively on those same issues as they pertain to Monterey. And so on.

The overseer boards will vary in size, but trustees will comprise a majority of each. The College board will have 18 sitting trustees, the Monterey Institute board will have 9, and the Schools board will have 8. And then every one, two, or three years, trustees will rotate from one board to another so that over a five-year term or even a 15-year or lifetime term, each trustee will become much better acquainted with each of our programs. In addition, each board will have “partner” overseers and “constituent” overseers. Partner overseers will be individuals who have particular expertise or who are invested in the institution in some meaningful way. Constituent overseers will be students, faculty, and staff who will bring their own unique perspective to the membership. Each board will have one student, one faculty, and one staff member as constituent members. The inclusion of non-trustees brings diversity of experience and expertise to these boards, which I think is crucial.

Overseers will make recommendations that will then flow into the appropriate committee on the standing side. If one has a proposal for staffing or for a new program, that would go from the overseer committee to a standing committee or to the full board. All board-level decisions will ultimately be made by the full board, after recommendations come from the board of overseers or from a standing committee.

The creation of the boards of overseers is really quite significant for the institution. Historically, trustees–most of whom attended Middlebury as undergraduates–have tended to focus their attention overwhelmingly on the undergraduate experience. The complexity of Middlebury today demands we broaden that focus. Fortunately, our trustees are eager to learn more about the Monterey Institute, the Language Schools, Bread Loaf, etc. They are eager to engage issues pertaining to these areas of Middlebury. That’s another great benefit of the new structure.

Comment Policy

We hope to create a lively discussion on MiddMag.com and invite you to add your voice. Please keep comments civil and relevant to the news item at hand. MiddMag.com may remove comments that do not follow these guidelines.

One comment
Leave a comment »

  1. I generally favor the governance changes adopted by the Board. However, I am concerned about the role of the Partner Overseer and their status as non Fiduciary members of the Governance structure. They are not Trustees and have no legal standing or responsibility. Good governance demands confidentiality and trust at all times. My experience with ex-officio or otherwise appointed members of Governance bodies without full fiduciary standing has not been encouraging.

Comment Policy

We hope to create a lively discussion on MiddMag.com and invite you to add your voice. Please keep comments civil and relevant to the news item at hand. MiddMag.com may remove comments that do not follow these guidelines.

Leave Comment