Charter

The Charter under which Brown University is governed was laid before the General Assembly at its meeting in East Greenwich beginning on the last Monday in February in 1764. The “Act for the Establishment of College or University within this Colony” was passed by the House of Magistrates on March 2, 1764, and the Upper House concurred on March 3. The act was signed and sealed by the Governor, Samuel Ward, and the Secretary, Edward Thurston, at Newport on October 24, 1765. The events which led to the granting of the Charter began in July 1763 when James Manning presented a plan for a college to a group of gentlemen in Newport. The plan was that the Institution should be a Baptist one, but that other denominations should be included in its government. At that meeting Josias Lyndon and Job Bennett were appointed to draw up a charter to be laid before the next General Assembly. These two gentlemen, considering themselves unskilled for the job at hand, enlisted the aid of Reverend Ezra Stiles, later president of Yale, who undertook the drafting of the petition with the help of William Ellery on legal matters.

Manning was obliged to leave for Halifax without reading Stiles’s draft and the others were unobservant enough to agree that the charter, as written by Stiles, should be laid before the General Assembly. This was done at the session of August 1763, at which time a copy was given by Capt. William Rogers to Judge Daniel Jenckes to read. Jenckes did not have time to finish reading before the motion to grant the Charter was received, but a brief glance convinced him that the government of the college was not to be under the direction of the Baptists as originally intended. In fact, the power of the institution was vested in a board of twelve fellows, eight of whom were to be Congregationalists. The board of trustees was to have 35 members, nineteen of them Baptists, seven Congregationalists, five Quakers, and four Episcopalians. Membership on both bodies of the Corporation was to be confined to residents of the Colony of Rhode Island, which would have excluded the founders from the Philadelphia Association. Mr. Jenckes was able to have the motion postponed and the copy of the Charter lent to him to be returned at the next meeting of the Assembly. Others borrowed it from him to read it more carefully. When it was called for, no one could find the Charter. Jenckes had lent it last to Dr. Ephraim Bowen, who had lent it to Samuel Nightingale. Reverend Samuel Jones came from Philadelphia accompanied by Robert Strettle Jones to confer in the interests of the Philadelphia Association, and with Thomas Eyres of Newport, formed a committee which found and remodeled a draft of the missing charter for presentation to the next Assembly. This time there were eight Baptists on the board of fellows and the president of the college was to be a Baptist. Of the 36 trustees, 22 were to be Baptists, five Quakers, four Congregationalists, and five Episcopalians. Members of the Corporation did not have to reside in Rhode Island. The missing Stiles charter was not recovered until the one hundredth anniversary of the college, when William B. Sprague of Albany, an autograph collector, realizing its historical value, donated it to the University. It had spent many years among papers of Dr. Stiles’s church, and notes had been added in Stiles’s hand of the changes made relating to the numbers of Congregationalists and accusing the Baptists of “assuming a majority of about two-thirds of both branches, hereby absorbing the whole power and the government of the College, and thus, by the immutability of the numbers, establishing it a party College more explicitly and effectually than any college upon the continent.” The preamble to the Charter of 1764 sets forth the purposes of the institution:

“Whereas Institutions for liberal Education are highly beneficial to Society, by forming the rising Generation to Virtue Knowledge & useful Literature & thus preserving in the Community a Succession of Men duly qualify’d for discharging the Offices of Life with usefulness and reputation ...”

One provision of the Charter, that of tax exemption for the faculty, became controversial in later years, was amended in 1863 and was gradually phased out after 1965. It read, “for the greater encouragement of this seminary of learning, and that the same may be amply endowed and enfranchised with the same privileges, dignities, and immunities enjoyed by the American colleges and European universities, we do grant, enact, ordain, and declare ... that the College estate, the estates, persons, and families of the President and Professors, for the time being, lying and being within the Colony, with the persons of the Tutors and students, during their residence at the College, shall be freed and exempted from all taxes.” In 1772 at a town meeting in Providence, it was decided that the term “all taxes” applied only to taxes due to the Colony and the town tax was collected from the president and one professor for the next two years. In 1774 the assessors, one of whom was Joseph Brown, chose not to assess the president and professor, which action raised much dissent, but was sustained and continued to be followed. During the Civil War, as taxes increased, a bill was introduced into the General Assembly to repeal the provision of the Charter. President Sears tended to agree, pointing out that the provision benefited the more affluent professors who could afford the tax rather than those with less property. On the other side of the question was the contention that the General Assembly had never made any appropriation for the College, whereas the college had provided lasting benefits to the community. The Corporation appointed a committee of five, which came to a satisfactory agreement. While maintaining the inviolability of the Charter and denying the power of the Legislature to alter it without the consent of the Corporation, the committee recommended agreement to limitation of the exemption. The House passed an act on February 9, 1863, limiting the tax exemption to amounts up to $10,000, and the Corporation voted its compliance on February 11. In June 1965 the Corporation set about the elimination of the $10,000 exemption by voting that “as a condition of appointment all who are appointed President or full Professor effective July 1, 1966 or thereafter shall waive their right to Charter exemption from taxes on their property.”

The Charter also provided that the Corporation might “have, take, possess, purchase, acquire, or otherwise receive and hold lands, tenements, hereditaments, goods, chattels, or other estates,” adding that “the college estate ... shall be freed and exempted from all taxes.” An attempt in the 1890s to tax real estate in downtown Providence, which was owned and rented for business by the University, was settled by a Supreme Court in 1897 that “the provision of the Charter in question is in full force and operation, and that the tax assessed upon the property ... was wholly illegal and void.” The subject came up again in 1944, when the tax assessors decided that the fraternity houses deeded to the University should be taxed as well as those which were still the property of the fraternities. There was also a feeling that the University was beginning to hoard property, which led President Wriston to explain that, despite the 1897 ruling, Brown had adopted a policy of not acquiring property as a real estate investment and of selling donated property not required for future construction at the earliest opportunity. The property which was being acquired for expansion was often purchased with endowment funds and was classified as an endowment asset.

From time to time the question of the denominational restrictions of the Corporation members was turned over to committees to consider changes in the Charter. In 1909 a committee of nine unanimously recommended that changes should be made, but after referring the matter to the law committee and considering the legal problems, a majority of five supported pursuing changes in the Charter, while the a minority of four recommended waiting. In 1915 a second such committee recommended “that no action be taken at the present time.” A third committee was appointed in 1924, with the result that an amendment to the Charter in 1926 provided that the number of trustees be increased from 36 to 42 and that there be no denominational requirement for the additional trustees. At the same time the requirement that the president be a Baptist was removed, and it was further stated that the office would not be declared vacant in the case of change of the religious denomination of the incumbent. Finally, in 1942, the third and latest amendment to the Charter stated that, “no denominational qualification shall be required to make any person eligible to hold the office of Trustee, Fellow, President, Professor, Tutor, or other office in Brown University.”

President Wriston, in The Structure of Brown University, referred to the Charter as “our fixed star; we can do nothing that contradicts its prohibitions or transgresses its grants of power.” Federal law, however, does take precedence in some of the provisions of the Charter, which exempted the president, professor, tutors, and resident students from “all taxes, serving on juries, and menial services; and ... from bearing arms, impresses, and military services, except in case of an invasion.”

The manuscript of the original Act signed by the Clerk of Magistrates on March 2, 1764 and by the Secretary of the Upper House on March 3, is preserved in the State House. On November 12, 1765 a committee of the Corporation authorized that a copy of the Charter on parchment be made and deposited with the president and also that a tin box to keep it in be procured. This Charter was later placed in a bank vault, which unfortunately was flooded during the hurricane of September 21, 1938. The writing on the Charter was erased by the salt water. The tin box in which it was kept is still presented to each new president on the occasion of his inauguration. It now contains a photostatic copy of the Charter which was damaged.