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From a Former FAS Dean: It’s Time To Rethink Harvard’s Governance

By Julian J. Giordano
By William C. Kirby
William C. Kirby is T.M. Chang Professor of China Studies and Spangler Family Professor of Business Administration, former Dean of the Faculty of Arts and Sciences, and the author of Empires of Ideas: Creating the Modern University from Germany to America to China.

“The Corporation Must Go.” So wrote The Crimson on April 11, 1969, in the aftermath of the occupation of University Hall and the subsequent police raid that cleared the building. “The Corporation,” the editorial continued, “as it is now constituted cannot legitimately act as the principal governing body of the University […] A restructured University would require the participation of Faculty, both in the new governing bodies and in the efforts to secure them.”

Harvard was then in a crisis more dramatic and violent than that of today. But in both 1969 and 2023, issues of governance were at the heart of the crisis.

Harvard is unusual among universities in its governing structures. It has two governing boards, not one board of trustees.

Its boards, unlike those of public universities, are not accountable to government bodies. Nor are the boards accountable to faculty or students — or, in the case of the Corporation, even alumni.

The Board of Overseers, the larger body, is at least elected by alumni. The Corporation, by contrast, remains among the smallest and most secretive governing bodies of any major university and with a governing culture far removed from the norms of modern university or corporate governance.

In the aftermath of the 1969 crisis, the Overseers asked Faculty of Arts and Sciences Dean John T. Dunlop to review the University’s governance. Dunlop convened the University Committee on Governance, which met from 1969 to 1971 and issued a series of reports and recommendations.

The question, then as now, was whether 17th century forms of governance were adequate for contemporary times. The committee’s 1971 report on “The Organization and Functions of the Governing Boards and the President’s Office” concluded: “The commonest reaction to inquiry into Harvard’s ancient forms is a somewhat defensive: ‘They have worked, haven’t they?’ To this question the answer may be, ‘Yes, until lately.’”

Well, lately, again, they have not worked well. In less than two decades, the Corporation has overseen two presidencies cut short and, in 2009, monumental financial mismanagement that left the world’s richest university bereft of cash and shorn of reserves. Few corporate boards would survive such performance.

If one were to reconstruct the events of the past year simply from the pages of the New York Times, we see the continuing limits of Harvard’s governance.

President Gay’s deliberative approach to responding to the Hamas attack on Israel was openly criticized by a former University president. Outrage from groups of alumni followed. Congressional inquiries followed, with the president being advised on her testimony by the Corporation. Then came accusations of academic malpractice, to adjudicate which the Corporation apparently followed none of Harvard’s internal procedures.

All that done, the Corporation met in person to voice unanimous support for the president on Dec. 12. Two weeks later, phoning each other from ski resorts and vacation homes, its members changed their minds.

Any external observer would be forced to conclude that big donors and congressional critics now had the power to force out Harvard’s president. I personally doubt that was the case, but how do we know? At present, the only way Harvard’s faculty, students, and alumni will learn what really happened in the Corporation’s deliberations is by congressional subpoena. That’s not good enough.

The Dunlop Committee found the Corporation “the principal enigma of the University’s governance.” The committee established that the Corporation had published neither minutes of its meetings nor accounts of its deliberations in 30 years. Perhaps it never had.

When, as Dean of FAS, I gave Robert N. Bellah ’48, the eminent Berkeley sociologist, permission to review archives relating to the McCarthyist harassment of him by FAS Dean McGeorge Bundy and the Corporation, he was told that minutes of Corporation meetings were not even taken.

The Dunlop Committee issued a series of reports on the role and structure of the governing boards; the election of the president and need for term limits; the possibility of a University Senate, with both faculty and student representation; the role of money in University governance; and other matters. All were forgotten in time.

When the Corporation planned its enlargement in 2010 — the first major reform to the body since 1650 — I asked a member if they had reviewed the Dunlop reports and the voluminous correspondence about them. He had never heard of either.

As Dean of FAS, I met with the Corporation more than most deans: to review FAS academic plans, to approve building projects and architecture, and to set tuition. (By comparison, the late John H. McArthur told me he met with the Corporation precisely twice during his 15 years as dean of Harvard Business School.)

The Corporation members I worked with certainly sought to be good stewards of Harvard. Yet only one member at any given time had leadership experience in higher education. Some were not quite clear of their role. One asked, “When does the Corporation vote on the undergraduate curriculum?” I had to tell him: “You don’t. That’s the faculty’s job.”

I found the Corporation to be less like a board of directors and more like (as described by the Dunlop Committee) the “president’s cabinet.” Perhaps that is why, in the crisis over Lawrence H. Summers’ presidency, it was the Board of Overseers, under President Patti B. Saris ’73, that took rare initiative in pressing for change.

John Dunlop provided Harvard with strong and skillful stewardship in the immediate aftermath of 1969. Today, we are fortunate that the experienced leadership of interim President Alan M. Garber ’76 has given the University time to pause and to reflect. We must make use of that time — as the Dunlop Committee did more than 50 years ago — to take a hard look at Harvard’s governance.

This time, however, we really must act, if we are not to repeat this drama a decade or two hence. Taking the Dunlop Committee’s findings as guidance, here is how we might proceed today:

First, create a new University-wide Committee on Governance chaired by the provost. Review best practices at other U.S. and international universities.

Second, be prepared to restructure our bicameral governing boards into one, with a higher percentage of individuals who know from experience the industry they’re overseeing. Explore the role of faculty and students on the board.

Third, establish a University Senate, perhaps on the model set forth by the Dunlop Committee, as a powerful advisory body to the president and board, composed of faculty and (in lesser numbers) students from each school of the University. How can there be “one Harvard” without a University-wide voice for faculty in governance?

Fourth and finally, explore means to establish a more transparent governance. The Office of the Governing Boards is the administrative arm of the Overseers and the Corporation. Its mission has been to maintain stability and secrecy. It is not a crime, however, to publish agendas and edited minutes, or to meet with the press. Other boards of leading universities do this.

As someone who has written on the governance of modern research universities from Germany to America to China, I know there is no perfect model. But many work better than ours. I agree with Henry Rosovsky’s first principle of governance: “Not everything is improved by making it more democratic.” Yet we must strive for more open and accountable governance at Harvard.

William C. Kirby is T.M. Chang Professor of China Studies and Spangler Family Professor of Business Administration, former Dean of the Faculty of Arts and Sciences, and the author of Empires of Ideas: Creating the Modern University from Germany to America to China.

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