The authority and responsibilities of the Corporation, a bicameral body composed of a Board of Fellows with twelve members and a Board of Trustees with forty-two, are set forth in the Charter of the University granted by the Colony of Rhode Island and Providence Plantations in 1764. "It is our fixed star; we can do nothing that contradicts its prohibitions or transgresses its grants of power," states Henry Wriston in The Structure of Brown University.
The Charter originally provided for a twelve-member Board of Fellows and a Board of Trustees of thirty-six1. It provided further that eight of the Fellows should always be Baptists and the rest "indifferently of any or all denominations." The President was always to be a Fellow and always a Baptist. Of the thirty-six Trustees, the Charter provided that twenty-two 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 forty-two. 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.
Of the 42 trustees, 14 are elected by alumni pursuant to an agreement between the Corporation and the Alumni Association. These 14 trustees include the current and two past Brown Alumni Association chairs, and eleven others elected to six year terms. The rest of the Trustees, called Term Trustees, are nominated by the Committee on Trustee Vacancies. Careful selection of internally appointed 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 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." Election of both groups is by the full Corporation. 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 eleven 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.
The full Corporation meets three times a year — on a Friday afternoon and Saturday morning in October and February and on the Thursday afternoon and Friday morning before Commencement in late May. The Thursday afternoon meeting is a strategic discussion session. Members of the Corporation hear and discuss reports from the President, the Treasurer, committee chairs, and senior University officers.
The morning meeting, which usually lasts about two hours, is a formal business session attended only by current Corporation members and senior University officers. It is at this meeting that votes are passed. The two Boards meet concurrently with the same agenda, the President presiding over the Fellows and the Chancellor over the Trustees.
A motion may originate with either Board and is discussed by both groups. However, any motion must first be passed by the Board that presented the matter and then must receive the concurrence of the other Board before it becomes a valid action.
The Trustees never meet without the Fellows. The Fellows, however, do meet without the Trustees, for the Charter provides 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 College Curriculum Council of the 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 twelve 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 the placing 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, consisting of the President (chairman), the Chancellor, the Vice Chancellor, the Secretary, and the Treasurer, all ex officio, and at least nine other members. This committee meets no more than twice a semester to act on items that require timely approval or cannot wait until the next regular Corporation meeting. In addition to the powers of the minor quorum, the Committee, by action of the Corporation, is authorized to appoint faculty members.
In addition to the Advisory and Executive Committee, there are twelve 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: Academic Affairs, Budget and Finance, and 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 appointed 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.
Each Corporation member is expected to attend as many meetings of the Corporation as possible, but in any case, at least half of those held during his or her term of office. If the minimum standard of attendance is not maintained over a two-year period and there are no extenuating circumstances, a member may be requested to resign. If a member knows that he or she will be unable to attend meetings for a period, the member may request a leave of absence from the Secretary of the Corporation.
Members of the Corporation serve without compensation but are reimbursed for their expenses if they so request. Most prefer to consider their expenses as a contribution to the University.
In 2001, President Simmons initiated a comprehensive review of governance structures. In 2003, the Corporation approved a major restructuring of its governance which reduced the number (from 21 to 11) and size of its committees to ensure greater levels of engagement and accountability among members. The meeting schedules were reorganized to allow more time for meaningful strategic discussions and a regular schedule of committee reports to the full Corporation was implemented. Other engagement opportunities were created for alumni, friends and former Corporation members such as advisory and leadership councils which advise the President.
While the President as chief executive officer is responsible to the Corporation, she also, as has been stated, is a member and presiding officer of the Board of Fellows. In general, the Corporation concerns itself with matters of policy and does not become involved in the daily administration of the University.
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.
For further information contact the Corporation Office at 401-863-2409.