The Power Behind the Throne

Corporation says 17th-century structure

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Members of the Board of Overseers exit Loeb House after several days of secret meetings in the midst of the search for Harvard’s 27th president last year.

Behind the closed doors of Loeb House, on 14 Monday mornings per year, seven individuals chart the course of the University.

While one—University President Lawrence H. Summers—regularly stands in the spotlight as the chief decision maker at Harvard, the other members of the University’s highest governing board rarely share the stage.

But the Harvard Corporation’s low profile, this year disrupted by the controversy surrounding the Enron ties of Corporation member Herbert S. “Pug” Winokur ’64-’65, does not diminish its power, which extends from approving the selection of deans to giving the nod for capital campaigns to begin.

Though its composition shifts over time, this system of government has served the University for more than 350 years.

“They don’t really run the place, but they are the closest advisors the president has, handling issues that may be very controversial in parts of the University,” says Fred L. Glimp ’50, former dean of the College and former vice president for development.

With only six members, in addition to the president of the University, the Corporation is smaller than most major universities’ governing boards.

Despite some calls for a more modern and open system and even internal consideration of modifications, its members say the governance structure is here to stay. And while all admit that some features of the structure are not ideal, they say any change is nearly impossible.

And as the University embarks on the development of its more than 100-acre land plot in Allston—the largest strategic venture in modern Harvard history—the members of the Corporation will likely play an increasingly crucial role.

The Bicameral Model

The history of the Harvard Corporation, formally known as the President and Fellows of Harvard College, began with the creation of the Charter of 1650. It is the oldest incorporated board in the Western Hemisphere.

Harvard’s first governing board emerged in 1642 with the creation of the Board of Overseers.

The Overseers, today a body of 30 elected for six-year terms in a vote open to all Harvard alums, technically have power over the Corporation through their mandate to consent to the selection of new Corporation members and presidents.

The bicameral form of university oversight is rare in American institutions of higher education, to the point of being confusing to even experts in university governance.

Tom Longin, vice president of the Association of Governing Boards, says he is even confused about the operational details and effectiveness of Harvard’s bicameral system.

“The one thing that fascinates me is this hard question of who really governs,” he says.

Disagreement between the two governing boards is rare—the last time the Overseers tried to block the Corporation’s selection of a new president was the 1869 selection of Charles William Eliot, Class of 1853.

In recent years, a small group of overseers have been included on searches for new presidents and Corporation members.

“The responsibilities of the Corporation are more readily apparent and understandable because they deal in the concrete issues of the operation of the University,” writes Sharon E. Gagnon, former Board of Overseers president, in an e-mail.

The Overseers, in contrast, are responsible for supervising specific University programs and facilities through visiting committees—an impossible task for the small and already overcommitted Corporation.

The Corporation and the Overseers have had a tenuous relationship from the outset.

Corporation member Hanna H. Gray points to the inclusion of overseers on the last two presidential search committees as playing a major role in improving the relations between the two boards.

Overseers also serve on several joint committees with members of the Corporation—such as the Committee on Inspection and the Committee on Appointments.

Derek C. Bok, Harvard’s 25th president, describes the relationship between the two bodies as “precarious.”

“We tried a number of things to bring the two groups together so that they could discuss problems jointly,” Bok says. “There’s a natural inclination for one board to feel that it isn’t as important as the other board.”

A Small Constitution

The Corporation’s size has endured ever since 1650. Its numbers have grown only once—15 men briefly sat on the Corporation during the tenure of Increase Mather, Class of 1656, when the Charter of 1650 was temporarily revoked.

The Charter of 1650 evolved into Chapter 5, Section 1 of the Massachusetts state constitution, which remains in effect to this day.

The Corporation’s small size is similar to that of a traditional executive committee, Gray says. And this permits “an unusual degree of cohesiveness and continuity of discussion.”

In fact, even with the greater manpower, a larger board might limit its effectiveness.

“They all have to get along with each other and support the president,” says former Senior Fellow Charles P. Slichter ’45. “I don’t think you want it too big.”

But Longin says the ideal size for a university governing board is around 25 members.

Regardless, current members of the Corporation say that changing Harvard’s governing structure is out of the question, since it would require amending the constitution.

“We’re just not going to do that,” says Corporation member James R. Houghton ’58. “We’re stuck with what we’ve got.”

Gray also worries about the logistical difficulties of any attempts to change the mandated governing structure.

“It would be hopelessly bureaucratic and entangling,” she says.

And asking the legislature to change it, she says, may threaten the University’s autonomy.

“All kinds of mischief could be played if you opened it all up,” she says. “You want to preserve some of the institution from the reach of the state.”

And while the current system may not be ideal, Corporation members say they have been hard-pressed to come up with anything better.

“We’ve looked several times to see if we could do it better, but we’ve always come back to this,” says Robert G. Stone Jr. ’45, who will step down at the end of this month after serving as the Corporation’s senior fellow for the last seven years. “What we have is pretty good and it would be almost impossible to change it.”

People Skills

But the University’s governance doesn’t just depend on formal structures—those in the positions of power can have great influence.

During his 27 years on the Corporation, Stone left his mark on the University.

He was a leader of Harvard’s efforts to rake in more than $2.6 billion in the largest and most successful fundraising effort in Harvard’s history.

“He was willing to put in hours and hours and hours. He didn’t just show up at the meetings,” Slichter says. He was broadly acquainted around the University with faculty and administrators and students in many different parts of the University.”

Though the Corporation’s senior fellow does not officially wield increased authority, Stone is widely recognized as a major influence within the board.

Gray praises Stone’s “decisiveness and at the same time great openness to listening.”

Friends and colleagues cite Stone’s frequent interactions with students as a mark not only of his success, but also of the Corporation’s willingness to hear other viewpoints.

Stone funds a number of scholarships, and regularly shares breakfasts with recipients when he is in Cambridge.

“That’s where I learn what’s going on at Harvard more than I learn from anybody else,” Stone says.

With his departure, the Corporation loses its only member who publicly notes regular interaction with students.

Filling in the Blanks

In April, the Corporation announced the selection of Robert E. Rubin ’60 to fill Stone’s seat.

And with Winokur’s resignation in April effect at the end of this month, the board has another vacancy to fill.

Members of the Corporation decline to comment on candidates they are considering or a specific time frame for the pick.

But any search for a new member, they say, is governed by the University’s strategic needs and the void left by departing members.

When the Corporation began, members of the Faculty were expected to fill the five slots. But President John Leverett, Class of 1680, began to abandon this practice early in the 18th century.

And in the 20th century, Faculty governance has remained distinctly outside the Corporation.

Some say the Corporation should seek more members with academic backgrounds, rather than looking heavily to the business world. Experience in academia, they say is required to understand the needs of an academic institution.

Currently, Gray in the only member of the Corporation with a background in academia.

“There’s nothing against having more academics at all,” Houghton says. “I certainly feel that there should be at least one. There’s nothing to say that there shouldn’t be two.”

According to Bok, it is easy to gather academic advice within the University. Business savvy, in contrast, is harder to come by.

“What you need are a group of people who come from different backgrounds who can help advise you where you’re weak,” Bok explains.

Slichter agrees, noting that “the Corporation is responsible for Harvard having the money to survive” and is “not primarily an academic body.”

This is a reality across higher education, as the roles of university governing boards are becoming increasingly dependent on financial knowledge, Longin says, as they develop into “large financial enterprises.”

Gray says that business leader selected do need to understand the complex dynamics within academia.

“One looks for a person who cares deeply about private institutions of this kind and the appropriate autonomies they need to possess in terms of academic freedom. Somebody who understands the necessary patience with the academic process. Somebody who is insistent on principle,” she says.

Members need to “understand the appropriate role of the board, which is not to try to micromanage and not to intrude on academic positions,” Gray adds.

And the Corporation does try to select experts corresponding to the University’s priorities.

“I think it would be helpful, and I hope we can find sometime a scientist to serve on the Corporation,” Stone says. Summers has indicated improving sciences is a top priority.

The group of academics, businessmen and professionals chosen to sit on the Corporation is meant to serve as an intimate brain trust, both advising and supervising the president, who serves only at the pleasure of the governing boards.

“The Corporation was like a family,” Bok says of his interaction with the board as president. “There was nothing so embarrassing that I wouldn’t cheerfully share it with the Corporation.”

When Rubin was selected as Stone’s successor, some questioned whether this would hamper the board’s supervisory role, given Rubin’s close friendship with Summers.

But Rubin says he doesn’t foresee any conflict stemming from his close relationship with Summers.

“Larry and I have agreed and disagreed on issues for better than 25 years,” he says.

Given that trust and collegiality are paramount in the relationship between the president and his board, Longin says Rubin was a logical choice.

“Nobody should be in the other person’s pocket,” Longin says. “But at the same time, you’re talking about people who respect each other, with the focus being on the well-being of the institution.”

Views from the Outside

The debate over who makes up the Corporation is by no means a new one.

During the late 1960s, faculty interest in University governance surged with the growth of activism on campus.

In a 1968 issue of the Harvard Alumni Bulletin, Warburg Professor of Economics John Kenneth Galbraith lambasted the Corporation as an anachronism unable to respond to issues of the “real world.”

Galbraith claimed that the Faculty had become too large and complex to be understood by a governing board consisting primarily of business leaders.

Though the structure of University governance has not changed since then, today, most faculty are glad to keep their distance from Corporation affairs.

Quincy House Master Robert P. Kirshner ’70 describes the Corporation as a “remote and out of sight body” that remains a mystery to most professors.

“Faculty members don’t really deal that much with the Corporation,” he says. “Deans do, but even then in kind of episodic ways.”

The debate over who sits on Harvard’s board has moved to a more student-driven group.

The controversy of Winokur’s affiliation with Enron sparked the interest of HarvardWatch, a recently resurrected watchdog group of students, faculty and alums focusing on University governance.

Since January, the group has become increasingly active, publishing their investigations of Harvard’s connections to Enron scandal, calling for Winokur’s resignation and circulating petitions mandating increased student involvement in the selection of his replacement.

“The dominance of the board by corporate, white men is ill-conceived. It does damage to Harvard as a community,” says Benjamin L. McKean ’02, a member of HarvardWatch. “All of the people affected by Harvard’s policies need to be included in the decision-making process in a substantial way.”

McKean points to Princeton’s presidential search committee, which included students in addition to faculty and administrators, as an example of more representative involvement.

Though HarvardWatch is only a small research organization, McKean says this year, awareness of and discontent with the Corporation’s current structure has increased dramatically.

“I don’t think our view is a minority view by an stretch of the imagination,” he says.

And even students not closely tied to campus progressive movements note the Corporation could do more to involve students.

Former President of the Undergraduate Council Paul A. Gusmorino III ’02 says that he respects the need for the Corporation to hold private meetings, but that outside of meetings, the group should interact more with undergraduates and develop a more “consultative process.”

But Longin says student voices do not necessarily reflect the long-term interest of the University.

“Boards are not supposed to be representative of constituent bodies or groups on campus,” he explains. “They are supposed to be stewards of the institution, to serve as the strategic, long-term governing body.”

He adds that secrecy—a chief complaint of critics of the Corporation—is a common tenant of governing boards.

And Houghton notes that eventually all Corporation decision become public.

“If there are decisions which are made by the Corporation, you’ll all hear about it at some point,” Houghton says.

—Anne K. Kofol and Sarah M. Seltzer contributed to the reporting of this story.

—Staff writer Catherine E. Shoichet can be reached at shoichet@fas.harvard.edu.