Overseers’ Overhaul

On August 21, the University announced the results of the pandemic-delayed 2020 voting for members of the Board of Overseers. Alumni elected Raphael William Bostic and Tracy K. Smith: two of the eight candidates put forward by the Harvard Alumni Association (HAA) nominating committee. They also elected Margaret Purce, Thea Sebastian, and Jayson Toweh: three of the five candidates nominated by petition who campaigned as the Harvard Forward slate, advocating divestment from fossil-fuels, a socially responsible investment policy, increased research and teaching on global warming, and changes in governance—including reserving six seats among the 30 elected Overseers for recent graduates. (The election results are explored in depth at harvardmag.com/overseer-results-20; the new HAA directors, chosen in the same balloting, are reported on page 67).

The petitioners’ campaign stirred alumni interest: 43,531 voters participated, up about 18.5 percent from 2019. They seemed to have wrought a considerable insurgent victory—with more to come, as Harvard Forward prepares to nominate and campaign for additional candidates this fall.

But the potential scope of its insurgency was sharply limited on September 15. Following the first meeting of the Board of Overseers (including its new members) and the Harvard Corporation in the new academic year, the governing boards jointly announced that they had decided to enact changes in the election process and the composition of the Board itself; to examine campaigning during elections; and to encourage engaging more younger graduates in University governance in various ways (a nod toward the Harvard Forward platform, if far from the mechanism petition candidates had advocated).

The newly adopted measures result in:

  • Limiting petition-nominated Overseers. Drawing on the report of a special review committee (see below), the boards voted to modify “the current nomination and election system so that the Board of Overseers would always include a strong preponderance of members who have emerged through a nominating committee process” (detailed at harvardmag.com/haa-slate-process-20). Although petition candidacies (in existence for more than a century) will no doubt continue, “at any given time, [emphasis added] the Board as a whole should include a maximum of six individuals who have qualified for the Overseers ballot by petition and been duly elected.” That limits successful petition candidates to just one-fifth of the board’s 30 elected seats (Harvard’s president and treasurer also serve ex officio). If six petitioners are already serving as Overseers, the petition mechanism will become inactive until one leaves office.
  • Monitoring and perhaps regulating formal campaigning. The governing boards plan to “monitor” formal campaigning for election as an Overseer, including during the current academic year, “to determine [emphasis added] whether a more structured and prescriptive approach to addressing campaign activities should be adopted in the future.” The special committee’s report emphasizes “our concern that money…not become a significant factor in the Overseers elections,” whether raised or contributed directly, or in the form of services funded and provided by others.
  • Engaging recent graduates in governance. The boards also adopted the committee’s recommendation that the nominating committee seek “outstanding recent graduates” (perhaps within a decade of earning their degrees) as Overseer candidates; that Overseer visiting committees to departments, schools, and other Harvard units and programs each include a recent graduate—who may be especially familiar with a field and its curriculum; and that the Joint Committee on Alumni Affairs and Development (an Overseers-Corporation entity) also consider recent graduates as members (who need not belong to either board).

The recommendations were formulated by a special committee, convened by the governing boards earlier this year, to “consider additional matters related to the annual elections for Overseers”—following 2016 reforms that resulted in the adoption of online voting; the requirement that Overseer candidates hold a Harvard degree; an online petition mechanism; and a higher threshold to qualify by petition (see harvardmag.com/overseer-reform-16). Those changes were adopted after the 2015-2016 “Free Harvard/Fair Harvard” petitioners challenged Harvard’s affirmative-action admissions policies (none were elected). Committee members’ backgrounds included higher-education governance and service as an Overseer and with the HAA and its nominating committee. The chair was Margaret H. Marshall, Ed.M. ’69, Ed ’77, L ’78, former Harvard general counsel, former senior fellow of the Yale Corporation, and former chief justice of the Massachusetts Supreme Judicial Court (and past president of Harvard Magazine Inc.’s board of directors).

The governing boards cast University governance and accountability in different terms. 

In addressing governance—as opposed to policymaking or management—the committee focused on the fundamental principle that Overseers (emphasis added) “are responsible for serving the best interests of the university as a whole” and should be “individuals who have the experience and attributes conducive to effective board membership, and who are prepared to apply their time, skills, and experience in service of the institution and its mission, not to advance their own interests or those of other organizations, groups, or individuals.” It also focused on the Overseers’ responsibility to foster Harvard’s academic mission (through visiting committees) and offer advice and counsel to the administration.

Focusing on the Overseers’ academic and advisory roles emphasizes that the nature of the board is separate from the distinct fiduciary responsibilities of the Corporation (whose members oversee University finances, select and evaluate the president, and thereby see to the setting of Harvard’s strategies and their fulfillment). It also rejects the world-view shared by Harvard Forward and prior issue-oriented petition efforts. Harvard Forward asserted that its priorities fell within the Overseers’ purview: the Overseers’ assent to Corporation decisions on the appointment of the president and new Corporation members, the petitioners maintained, represents an exercise of fiduciary responsibility. The special committee’s recommendations, and their adoption by both boards, represent an institutional rejection of those claims.

The special committee observed that the Board of Overseers is “not a public body whose members are intended to be chosen through vigorous competition between partisan advocacy groups, but rather a governing board of a private university.” Having alumni elect all the board’s members is already anomalous among U.S. universities, the committee said, and use of a nominating committee to vet candidates is good practice. Campaigning (and fundraising), the committee judged, might inhibit superb candidates (a scientist who could advise on Harvard’s research capabilities and needs, for example) from agreeing to stand for election. Hence the recommendations to preserve a petition channel, but limit its effect on the Board overall; to be wary of formal campaigning, however funded; and—consistent with securing the best expertise—reaching out to find additional qualified, younger candidates to serve as Overseers and visiting-committee members.

This is the third wave of governance reform at Harvard during the past decade. The first was the 2010 expansion and reconfiguration of the Corporation, to better fulfill its fiduciary responsibilities in the wake of leadership and financial crises (“The Corporation’s 360-Year Tune-Up,” January-February 2011, page 43). The second and third came at least in partial response to the 2016 and 2020 Overseer petition slates. The reforms thus reflect institutional responses to stirrings within the community at large.

Those stirrings continue. Harvard Forward denounced the new provisions, and restated its vision of petition campaigns as part of a democratic process of governance: “Instead of using this year’s historic election as an opportunity to take positive action, Harvard’s leadership has instead doubled down on shielding those in power from accountability to the community they are supposed to serve.”

The governing boards, and Harvard leaders, drawing on the institution’s past and its future mission as a private research and education enterprise, cast University governance and accountability in different terms. Their challenge is to maintain the space for intellectual inquiry and learning, free from political interference in an increasingly polarized society, while maintaining alumni engagement and allegiance. Though the terms of the debate may seem quaint and obscure, the outcome is consequential.

For a full report, see harvardmag.com/overseer-reform-20.

Read more articles by: John S. Rosenberg

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