Brown Corporation

The Corporation created by the Charter in 1764 consisted of two branches, the Trustees and the Fellows. Originally, the Trustees numbered 36, of whom 22 were to be Baptists, five Friends, four Congregationalists, and five Episcopalians. The Board of Fellows included the president among its twelve members, of whom originally eight were chosen from the Baptists and “the rest indifferently of any and all denominations.” An Executive Board, composed of conservative members and entrusted with some of the functions which the Charter had reserved for the Board of Fellows, was created in 1850. The Executive Board took over the immediate government of the University, not without some resentment, and had considerable power. In 1863 the University also created a committee of public lands to be responsible for the agricultural lands assigned to the University as a result of the Morrill Act in 1862. The demand of the Executive Board that the committee must report to it resulted in a controversy which brought about the abolition of the Executive Board on the grounds that its assumption of duties of the Board of Fellows violated the Charter.

The Charter was amended in 1926 to add six trustees, to be chosen without regard to religious affiliation, bringing the number of trustees to 42. At the same time the requirement that the president be a Baptist was removed. In 1942 another amendment removed all denominational requirements for Corporation members. President Wriston had his own set of qualifications for a good Corporation member. Soon after his arrival at Brown, when asked what he expected of a Corporation member, he replied, “work, wealth, and wisdom, preferably all three, but at least two of the three.”

For many years after the Women’s College had been established, no thought was given to representation of the women on the Corporation. In 1927 Nettie Goodale Murdock ’95 and Magel Wilder ’19 addressed a letter to the Corporation suggesting that women should be represented. The Corporation replied on October 21, 1927 that “the time had not arrived for the election of a woman to membership.” At the Corporation meeting in June 1928 it was voted to add an alumna to the Executive Committee of the Women’s College. Mrs. Murdock, who was chosen as the first such member, greeted this gesture as a recognition of the “strength and importance of the alumnae body,” although she later pointed out the inconsistency of being a member of a Corporation committee without being a member of the Corporation. The first woman member of the Corporation was Anna Canada Swain ’11, who was chosen as a term trustee in 1949. In 1965 for the first time a Pembroke alumna was nominated for a membership on the Board of Trustees under a new agreement between the Associated Alumni and the Pembroke Alumnae Association. The agreement provided that the fourteen alumni trustee members, all of whom had previously been men, would now be divided between ten alumni and four alumnae. The method of fulfilling this ratio after the initial four women were elected was the provision that after 1970 two alumni would be elected each year and one alumnae would be elected in four out of every five years. The first elected alumna trustee was Elizabeth Goodale Kenyon ’39 in 1965. Appointed to the Board of Fellows in 1969 were first woman member, Doris Brown Reed ’27, who had been a term trustee since 1963, the first African-American member, Jay Saunders Redding ’28, and the first Jewish member, Alfred Joslin H. ’35

Although the Charter provided that a trustee or fellow may hold his office “during life or until resignation,” the Corporation has chosen to impose some limitations on the length of terms. One third of the trustees are alumni/ alumnae trustees, who are nominated by the Associated Alumni, serve for six-year terms, and cannot be renominated until a year after leaving the Board. The remaining trustees are term trustees, nominated by the Committee on Trustee Vacancies for a term of six years, and restricted, except for unusual circumstances, from serving consecutive terms. Until 1981 the Fellows were elected for life. Since 1981 they have been elected for eleven year terms and are eligible for reelection. The Chancellor, Vice Chancellor, and Treasurer of the University are chosen from the Trustees and the Secretary of the Corporation is chosen from the Fellows. The Chancellor acts as Moderator of the Trustees and the President is the Moderator of the Fellows.

When the full Corporation meets, both boards meet in the same room, on different sides of an aisle, and both bodies transact their business in the same meeting. A motion by either Board is discussed by both Boards, and must first be passed by the Board which originated it and then ratified by the other. Although the Trustees may not meet without the Fellows, the Fellows may meet alone, as the awarding of degrees belongs by provision of the Charter to the Fellows. The full Corporation meets three times a year, in October, February, and at Commencement. A quorum of the Corporation is twelve trustees and five fellows. Business, with certain exceptions, can be transacted by a “minor quorum,” which consists of four trustees and three fellows. The Advisory and Executive Committee, consisting of the President, Chancellor, Vice Chancellor, Secretary, Treasurer, and nine other members of the Corporation, meets as a minor quorum during the academic year in the months when there is no Corporation meeting. The ongoing functions of the Corporation are providing for the continuity of the University through its membership, providing financial support and control, reviewing major policies, advising the administration and the University community, providing formal approval to matters reserved to the Corporation, electing a president who is responsible to the Corporation, and providing for the Corporation’s own succession.

The Secretaries of the Corporation have been Thomas Eyres from 1764 to 1776; Thomas Arnold 1771 from 1776 to 1780; David Howell from 1780 to 1806; Samuel Eddy 1787 from 1806 to 1829; Nathan Bourne Crocker from 1829 to 1837; Theron Metcalf 1805 from 1837 to 1843; William Giles Goddard 1812 from 1843 to 1846; Nathan Bourne Crocker from 1846 to 1853; John Kingsbury 1826 from 1853 to 1874; Samuel Lunt Caldwell from 1875 to 1889; Thomas D. Anderson 1874 from 1890 to 1924; Hermon Carey Bumpus 1884 from 1924 to 1937; Albert L. Scott 1900 from 1937 to 1945; Fred B. Perkins ’19 from 1945 to 1963; John Nicholas Brown from 1963 to 1972; Alfred H. Joslin ’35 from 1972 to 1982; Ruth Burt Ekstrom ’53 from 1982 to 1988; and Henry D. Sharpe, Jr. ’45 since 1988.