The Corporation of Brown University is the University’s governing body. The Corporation is responsible for selecting the president; siting buildings; setting the budget, tuition and fees; establishing policy and strategic plans; appointing faculty and senior administrative officers; and accepting gifts and naming opportunities. Members of the Corporation serve as ultimate fiduciaries of the University. In general, the Corporation concerns itself with matters of policy and does not become involved in the daily administration of the University.
Members of the Corporation are chosen for their commitment to the University and its mission of education and research. They are dedicated to ensuring that their work will produce an intellectual environment that will shape the careers and lives of future generations. The roles and responsibilities of the Corporation are discussed more fully in the “Roles & Responsibilities of Corporation Members.”.
The Corporation has a bicameral structure, composed of a 12-member Board of Fellows and a 42-member Board of Trustees. The responsibilities of the Corporation are set forth in the Charter of Brown University granted by the Colony of Rhode Island and Providence Plantations in 1764. As stated by Henry Wriston in The Structure of Brown University, "It is our fixed star; we can do nothing that contradicts its prohibitions or transgresses its grants of power."
The charter originally provided for a 12-member Board of Fellows and a Board of Trustees of 36. It provided further that eight of the fellows should always be Baptists and the rest "indifferently of any or all denominations." The University’s president was always to be a fellow and always a Baptist. Of the 36 trustees, the charter provided that 22 should be Baptists, five Quakers, four Congregationalists, and five Episcopalians.
In 1926 the charter was amended to provide for six additional trustees, bringing the Board of Trustees to its present number of 42. These six were to be elected "without regard to denominational or religious affiliations." At the same time, the qualification that the president must be a Baptist was removed. In 1942 a further amendment to the charter removed all denominational qualifications for service on the Corporation.
Selection of Members
Of the 42 trustees, 13 are elected by alumni pursuant to an agreement between the Corporation and the Alumni Association. These 13 trustees include the current and two past Brown Alumni Association chairs, and 10 others elected to six-year terms. In 2016 two trustee slots were reserved for alumni who received their degree from Brown within zero to three years of election. These “new alumni trustees” are elected by undergraduate, graduate and medical students in the final year of study, and undergraduate, graduate, and medical alumni one to five years after their date of graduation. The remainder of the trustees are nominated by the Corporation’s Committee on Trustee Vacancies. Careful selection of internally nominated trustees and those elected through the alumni ensures that Corporation members have the professional and personal backgrounds needed to meet their fiduciary and oversight responsibilities.
The election of both trustees and fellows is by the full Corporation. The Statutes of the Corporation provide that "each person elected to the Board of Trustees shall serve no more than two non-consecutive six-year terms, except in unusual circumstances." Until 1981 members of the Board of Fellows were elected for life. Since that time, by action of the fellows, they have been elected for terms of 11 years. In May 2007, the fellows established a limit of one term.
In addition to the president, who, as stated above, is always a fellow, the charter provides for the election of Corporation officers: a secretary from the fellows and a chancellor, a vice chancellor, and a treasurer from the trustees. These officers form the Senior Administration Committee which serves to advise the president, review her performance annually and set goals for the coming year.
Further information about committee membership and terms of office can be found in the “Corporation Statutes”.
Meetings and Committees
The Corporation meets formally as a full body three times each academic year — currently in October, February and May. The trustees never meet without the fellows. The fellows, however, do meet without the trustees, with the charter providing that "adjudging and conferring the academical degrees . . . shall forever belong exclusively to the Fellowship as a learned faculty." It provides, further, that "the instruction and immediate government of the College shall forever be and rest in the President and Fellows, or Fellowship."
The fellows, therefore, meet separately to discharge their responsibilities for establishing degree requirements and voting degrees. In practice, matters regarding degree requirements are generally taken up first by the relevant curricular committee of Brown’s faculty, then presented to the faculty for approval, and finally, approved by the fellows. Candidates for baccalaureate and advanced degrees are recommended by the faculty to the fellows. Honorary degrees are voted by the fellows after consultation with a faculty-student advisory committee.
A quorum of the Corporation is 12 trustees and five fellows. The charter also provides, however, for a minor quorum of four trustees and three fellows which may transact any business except siting of a building and the selection of trustees, fellows, and the president. The actions of the minor quorum must be ratified and confirmed by the full Corporation at its next meeting. The functions of the minor quorum are fulfilled by the Advisory and Executive Committee.
In addition to the Advisory and Executive Committee, there are 11 other standing committees of the Corporation covering various facets of the life and work of the University. Much of the work of the Corporation is done through these committees and through ad hoc committees appointed from time to time.
The Corporation has three main committees: Committee on Academic Affairs, Committee on Budget and Finance, and Committee on Campus Life. Each member of the Corporation must serve on one of these committees. The president, chancellor, vice chancellor, treasurer, secretary and the chair of the Governance and Nominating Committee may serve on more than one of these committees. Chairs are nominated by the Governance and Nominating Committee for one-year terms, which are renewable for a maximum of six years. Each of the Corporation’s standing committees meets at least three times annually and submits an annual report to the Corporation. Additional information about standing committees and meetings is included in the Corporation Statutes.
Members of the Corporation serve without compensation but are reimbursed for their expenses if they so request.
For more information, contact the Corporation Office at 401-863-2409.