The Vassar College Board of Trustees provides institutional continuity and stability to the campus community, but its inner workings are often left unexplained to the groups and people who benefit from its work. In its annual October meeting, the Board highlighted this concern and discussed possible avenues for increasing the transparency of its proceedings.
Board of Trustees Chair William Plapinger ’74 P’10 reflected, “In looking back over the period since 2006 when I became Chair, I would place the following among the most important achievements of the Board, which during that time has included more than 70 different Trustees from seven different decades of College graduates—significantly expanding access and affordability to students from diverse socio-economic and other backgrounds […] establishing the first Veterans posse in partnership with The Posse Foundation [and] funding and construction of the Bridge for Laboratory Sciences.” In achieving these goals, Vassar has remained committed to an admissions policy that meets students’ demonstrated financial need and has expanded the Posse program, which now serves as a model for similar programs in other institutions of higher education.
Plapinger also noted that since 2006, the Board has selected two Vassar presidents and an interim president, supervised the growth in the endowment from $741 million to over $1 billion, refinanced $350 million in bond offerings and raised $430 millions in capital campaigns and updated the Governance of the College in collaboration with students, faculty and administrators in the Governance Review Steering Committee.
The Board can vary between 22 and 35 members plus the President of the College. The current iteration is at the upper limit in terms of its number of members. Six members of the Board are nominated by the Alumnae and Alumni of Vassar College and all other members of the Board are nominated by the nominations committee for election by the Board. Amendments to the Governance of the College may be enacted by simple majority vote, and removal of a member from the Board requires a two-thirds majority vote.
Plapinger and Vice-Chair Tony Friscia ’78 jointly commented via email, “The Trustees are of the highest integrity, dedicated to serving the best interests of the College and its constituencies, and represent national and international leaders in many areas, including the arts and entertainment, financial services, law, medicine, business and investments, academia, education, philanthropy and the not-for-profit sectors. They all serve as volunteers, and each of them spends an enormous amount of time working for the good of Vassar College.”
The Board also appoints the Officers of the College that consist of the President, the Vice President for Finance and Administration, three other Vice Presidents, the Dean of the College, various other Deans, the Controller and any additional officers.
The Board regularly meets three times a year in October, February and May to discuss matters pertaining to Vassar-owned property and its business affairs. Special meetings may also be convened by the Chair or eight members of the Board, and 15 Trustees constitute a quorum for any meeting. At the meeting, the Board as a whole only considers issues with either majority consent, considerations from the previous Board meeting or recommendations forwarded by a committee of the Board. Some of the committees include the Trustee Investor Responsibility Committee (TIRC), the investments and the nominations committee, executive, budget and finance, buildings and grounds, development, academic affairs, student affairs, audit, communication, personnel and compensation and admissions and financial aid commitees.
Faculty Observer and Professor of History Sumita Choudhury described the most recent meeting in October, saying, “The issues discussed include how to continue making Vassar a diverse and vibrant community that engages all members in different ways. There were discussion surrounding accessibility and Vassar’s global profile. In addition, the question was raised as to importance of the faculty in terms of its varied research and pedagogic efforts.”
Also in attendance at the full Board meetings, Student Observer and VSA President Anish Kanoria ’18 noted, “This year, a significant portion of time was spent in discussing the ‘public face of Vassar.’”
The Board’s committees make many of decisions that affect the College’s policies and practices. For example, on Nov. 1, TIRC unanimously voted to decline consideration of the Vassar College Fossil Fuels Divestment Resolution after it was presented by the Campus Investor Responsibility Committee (CIRC) in April 2017 as an issue of overriding social concern. The decision contrasted with a Vassar Student Association referendum in April 2016 that showed 91 percent of the student body in favor of the resolution, but supported a similar decision by TIRC against fossil fuels divestment in 2013.
The Governance of Vassar College allows for CIRC to propose resolutions to TIRC related to the ethical investment of the institutional endowment. While TIRC is composed of Trustees, CIRC is representative of students, faculty, administrators and alumni. CIRC Chair Marianne Begemann ’79 explained, “CIRC brings issues of ‘overriding social concern,’ that might cause the College to take into account that concern in the management of its investments, to the TIRC for review. CIRC considers the question of fossil fuel divestment as a tactic in addressing global climate change in that context and reviews a potential divestment policy from multiple perspectives, whether political, environmental, social, institutional or otherwise.”
TIRC makes the final decision regarding any changes to investment policy. Plapinger and Friscia noted, “The primary responsibility of TIRC is to determine how the College casts its shareholder votes (‘proxies’) on resolutions that come before annual meetings of corporations in which Vassar holds shares of stock. The vast majority of Vassar’s investments are managed by independent managers who are responsible for voting proxies on shares owned by them.”
Describing TIRC’s voting history on social issues, they continued, “The College’s proxy voting over the past decade, involving dozens of votes, demonstrate that in the vast majority of instances, TIRC concurs with the recommendations of CIRC and broadly agrees with CIRC.” Points of agreement between CIRC and TIRC have ranged between sustainability and recycling, corruption and transparency in political donations, human rights, slave labor and worker safety.
Divestment from fossil fuels is unique in representing recent differences of opinion between CIRC and TIRC. Plapinger and Friscia elaborated, “In the past 10 years, the only issue presented by CIRC to TIRC involving an issue of ‘overriding social concern’ is the divestment of holdings of specified securities in public companies involved in the fossil fuel industry.” CIRC’s decision in April to recommend this resolution for consideration by TIRC was the first time CIRC took this position on the issue after deliberating it many times in the past.
In an open letter that announced and explained TIRC’s decision, Plapinger, TIRC Chair Christianna Wood ’81 and Investments Committee Chair Henry Johnson ’88 wrote, “While the College may on occasion have followed divestment strategies in the past, albeit rarely, the evidence now is that divestment can be damaging and costly for investment portfolios and ineffective in driving social change.” They concluded, “We support the College’s many ongoing efforts to help address the effects of climate change. The Board of Trustees is unified in purpose with this goal and those efforts but firmly disagrees with the use of the endowment as an instrument to achieve these ends” (TIRC Letter, 11.01.2017).
Though some of the Board’s decisions have been controversial among students, the Trustees believe that it is important to distinguish between the personal background of decision-makers and the decisions that they make. Plapinger and Friscia commented, “The members of the Board of Trustees as a whole are of the highest integrity and represent some of the finest examples of graduates of Vassar. Each is dedicated to serving the best interests of the College. Anyone with lingering concerns about the character of the Board, as opposed to merely disagreeing with any decision of the Board, is ill-informed about these outstanding individuals.”
Both CIRC and TIRC agree, however, that there is much more to be done for the environment and other social issues than fossil fuels divestment. Begemann reflected, “Reducing our carbon footprint and creating a more sustainable future are priorities for Vassar. The issue of divestment is only one facet of this important topic.”
Considering the broader responsibilities of the Trustees and the institutional change they have the power to create, Kanoria added, “I think the biggest tension between young alums/current students and older alums is the very conception of what Vassar and its student body is. Vassar has changed while retaining some of its most important qualities, but this change is something the institution has to really grapple with. This translates into understandings of financial aid, national, international and campus climate and engaging across difference.”
Plapinger and Friscia added, “The College intends to support a vibrant and diverse learning community with a commitment to both equity and inclusion, to reimagine the campus through significant capital improvements, to demonstrate a deep commitment to the liberal arts and to Vassar’s mission, to maintain the sustainability of Vassar’s financial aid policies and the College generally, to inspire and support continuing curricular innovation and scholarly endeavors, to significantly increase fundraising for the College, to continue to embrace our shared governance and to communicate and engage with all Vassar constituencies.”