TUAA Alumni Council Reelecting Incumbent Trustees

1. TUAA Alumni Council Reelecting Incumbent Trustees

2. The Issue • Concern That Alumni Trustees Will Become Structurally a Second Class of Trustee Due To Uncertainty About Their Continuing For A Second Term As A Result Of Current Reelection Procedure TUAA Alumni Council | 1

3. The Tufts Board of Trustees • Size set by University Bylaws: Not less than 28 nor more than 41 • 30 Charter Trustees elected by members of the Board • 10 Alumni Trustees elected by and from the Alumni • President of the University • Charter and Alumni Trustees serve for terms of five years • No distinction between the duties and responsibilities of Charter and Alumni Trustees: One Board TUAA Alumni Council | 2

4. Trustee Reelection Process • Charter Trustees: Review and recommendation of Board’s Committee on Trusteeship; Reelection by the Board • Alumni Trustees: Review and recommendation of Tufts Alumni Council Nominating Committee (following input from Committee on Trusteeship); Reelection by Alumni body as a whole in an election in which there are at least two and no more than three candidates for each position to be filled TUAA Alumni Council | 3

5. The Alumni Trustee Reelection Track Record • Since 2006, only 2 of 6 Incumbent Alumni Trustees nominated for election have been reelected • Trend likely to continue as more Alumni Trustees cycle trough their initial term • The added step of having Incumbent Alumni Trustees be reelected in a challenged general election has created limitations on the ability of very capable Alumni Trustees to be put in leadership positions on the Board because of uncertainties about their length of service TUAA Alumni Council | 4

6. TUAA Review Process • Request By President Bacow to consider a solution • Executive Committee established an Ad Hoc Governance Committee to review a variety of issues • Subcommittee consisting of Brian McCarthy, Bill O’Reilly, Jon Oxman and Ed Swan considered and suggested changes to the incumbent alumni trustee reelection process • Ad Hoc Governance Committee reviewed and recommended changes to the Executive Committee • Executive Committee reviewed and, since a TUAA By-law amendment would be required, determined that this Information Session with the Council take place first Tufts Alumni Council | 5

7. The Proposal • Trusteeship Committee provides input on level of engagement and achievements of incumbent alumni trustees whose terms are ending to Tufts Alumni Council Nominating Committee by early November of year preceding election • Alumni Council Nominating Committee determines whether or not to recommend that an incumbent trustee be nominated for reelection to a second (and final) term • If determination made not to recommend reelection, then new candidates nominated for initial terms pursuant to existing Tufts University Alumni Association By-laws • If determination made to recommend reelection, then Alumni Council votes on reelection, not alumni body as a whole • If incumbent not reelected by Alumni Council, then a vacancy would exist until the next year TUAA Alumni Council | 6

8. Representative Time Table • Fall Year 1 • Input from Trusteeship Committee • Recommendation by TUAA Nominating Committee • Spring Year 2 • Alumni Council Election for current trustee candidates nominated for second term • Alumni body election for new trustee candidates nominated for first term TUAA Alumni Council | 7

9. Reasons For Approval of Changes • Once a candidate has been elected by the alumni as a whole, reelection by the alumni’s elected representatives, the Alumni Council, doesn’t detract from legitimacy • Alumni Council Nominating Committee and actively engaged Alumni Council members are in best position to understand the contributions of the incumbent since elections are conducted with limited electioneering • Provides greater certainty for continuation of outstanding incumbent alumni trustees • Viewed as being in the best long term interest of Tufts University and the Alumni Association TUAA Alumni Council | 8

10. Reasons Against Approval • Don’t change historical procedure • Prior to alumni election process, Trustees should make Alumni Trustees they want to keep Charter Trustees. If no vacancies, select among all incumbents, not just Charter Trustees • Following an alumni election, Board of Trustees can always fill vacancies with incumbents who have not been reelected, (2 have been named to fill Charter trustee vacancies, although these are not always available) • Being elected a Trustee is an honor that should be available to many qualified alumni. This would limit the number of available vacancies and reduce number of alumni who will have the opportunity to serve on the Board of Trustees TUAA Alumni Council | 9

11. Upcoming Reelection Schedule • 2012: Elected 2007- Two vacancies, One eligible for a second term • 2013: Elected 2008- Two vacancies, Both eligible for a second term • 2014 Elected 2009- Two vacancies, Both eligible for a second term • 2015 Elected 2010- Two vacancies, Both eligible for a second term • 2016 Elected 2011- Two vacancies, One eligible for a second term TUAA Alumni Council | 10

12. Next Steps • This is Information Session Only • Executive Committee Seeks Sense of Alumni Council • If Decision Made to Proceed, Vote on Proposal to be taken at Fall Council Meeting TUAA Alumni Council | 11