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Woodbridge Hall

The Corporation Room is located on the top floor of Yale’s Woodbridge Hall

The clock struck 8:00 AM on the morning of February 22, 2014, but the 54 bells of Harkness Tower were silent — it was far too early, on a Saturday, especially a Saturday in the heart of winter, for the Guild of Carillonneurs to ring the iconic bells.

While students were fast asleep in their colleges, the members of the Yale Corporation were quietly assembling in an ornate room on the top floor of Woodbridge Hall. A security guard stationed in front of Woodbridge watched Calhoun College Dean April Ruiz carefully as she walked her dog through Beinecke Plaza.

Earlier that morning, just after 7:00 AM, the Corporation fellows and trustees had trickled down to the lobby of The Study at Yale. Each, dressed sharply in business formal attire, carried luggage. Several of them eagerly greeted the assistants waiting to whisk them off to Woodbridge, while others, evidently less thrilled by the prospect of a daybreak gathering, sat in a bleary-eyed, pre-caffeine stupor.

Four staffers made small talk in the lobby — including plans to visit Yorkside Pizza — and walked the members out to administration vans. Drivers opened car doors at the hotel and then again at Woodbridge, where trustees waged a polite war of words with their staff to win the privilege of carrying their own luggage. The Corporation members were escorted quickly from the curb to the hall, where a security guard ushered them through Woodbridge’s tall, black doors. “I’m surprised no one tried to land their helicopter in Beinecke Plaza,” joked one onlooker, a Calhoun junior.

Just minutes later, three police officers converged on the Politic reporter standing across the plaza. After collecting a student ID and deliberately writing down the reporter’s name, one officer explained, “We have to be real careful these days.” Sweat dripped down his face despite the sub-freezing temperature. “They [the Corporation] were never here.”

***

All of this begs the question: what is the Yale Corporation?

The good news: in The Politic’s February 13 survey of 400 undergraduates, 73 percent had at least heard of the Corporation.

The bad news: hardly anyone knows what the Corporation does or who its members are.

When asked to list the duties of the Corporation, most students took the name itself as indicative of some sort of high-level power over the University. “Picking successors for important positions and being generally fancy and important and prestigious,” said one student. “EVERYTHING,” another responded.

Many students simply had no clue. Responses ranged from, “This is depressing, but I legitimately do not know. I don’t even have a guess,” to, “The name ‘Yale Corporation’ is super scary to me and I have no idea what it means.”

When asked to list as many members of the Corporation as they could, Yale students again demonstrated an uncharacteristic uncertainty. Several could recall the big names — Peter Salovey, Margaret Marshall, and Charles Goodyear IV — but created Corporation slots for a range of non-members, from the Mayor of New Haven to Yale College Dean Mary Miller to Danny Avraham ’15, President of the Yale College Council.

Here are the facts: the Yale Corporation is the governing board and policy-making body for the University. Nineteen men and women have seats around the Woodbridge Hall Corporation Room’s large walnut table, including President Salovey, ten appointed successor trustees and six elected alumni fellows. The final two members are the Governor and Lieutenant Governor of Connecticut, who serve ex-officio and, by all accounts, have never attended a Corporation meeting. The fellows and trustees all serve staggered, six-year terms.

Woodbridge Hall

According to the Corporation’s bylaws, members are tasked with making “such reasonable laws… as they think fit and proper for the instruction and education of the students.” (On second thought, perhaps it is not surprising students struggled to name specific Corporation duties.) Yet when asked to describe what they do, Corporation members give similarly hazy answers.

Seated in a small room off the grand foyer in Woodbridge Hall, Margaret Marshall LAW ’76 looks every bit the part of the Yale Corporation Senior Fellow, the body’s presiding member when the president is absent. Her snowy hair and fine brocade jacket give her a regal air. This is only amplified by how she speaks: not slowly, but deliberately, with an accent that hints at both her native South Africa and her adopted home, Massachusetts, where she served as the 24th Chief Justice of the Supreme Judicial Court.

“We on the Corporation are really stewards of this great institution over very long periods of time,” said Marshall. Her portrait of Corporation duties is painted with the broadest possible brush — from superintending Yale’s finances to increasing accessibility for students of all backgrounds.

Francisco Cigarroa ’79, Chancellor of the University of Texas System and an alumni fellow elected in 2006, spoke along the same lines. “My primary duty is to help Yale leadership facilitate excellence, assure fiduciary responsibilities are fulfilled and to advance Yale’s reputation globally,” he told The Politic.

As the survey results laid bare, Yale students believe the Corporation exists far over their heads, in the less-than-tangential realm of “being generally fancy,” as one respondent put it. Despite its stately Cross Campus edifice, Woodbridge Hall feels a world away from WLH and Sterling Library. The Corporation, indeed, has done little to combat this perception of distance. Neither its minutes nor its meeting times are ever released. And if students solicit this information, they are told, firmly, that the information is unavailable and will remain that way.

***

Successor Trustee Paul L. Joskow M.Phil '70, Ph.D. '72 steps into a car before the February 22 Corporation meeting.

Successor Trustee Paul L. Joskow M.Phil ’70, Ph.D. ’72 steps into a car before the February 22 Corporation meeting.

In reality, the Corporation plays an immense role in day-to-day life at Yale. Students may have a nebulous picture of the University’s governors, but the Corporation impacts nearly every major campus decision, many of which stoke controversy. From gender-neutral housing, to Yale-NUS College, to the return of ROTC, to the search President Richard Levin’s successor, the Corporation had the final word. And with a few notable exceptions, the controversy was not so much about the ultimate decision as it was the decision-making process itself — raising perennial questions of transparency and lack of input from faculty and students.

At times, that lack of transparency has allowed the Corporation to reach beyond its traditional boundaries. While, according to its bylaws, presidential selection and gender-neutral housing fall within the Corporation’s jurisdiction, faculty members point to the Grand Strategy program, which began in 2000, as an example of the Corporation encroaching on the customary duties of the faculty. In the past, the Corporation had consulted the Yale college faculty before establishing new undergraduate courses and institutes, which may draw students from pre-existing classes. In the case of the diplomatic policy-making Grand Strategy course, the project was well underway before the whole faculty body was consulted. Jim Sleeper, a Yale political science lecturer, told The Politic, “This is like a parallel university in the sense that it was not brought into being by a vote of the faculty, by deliberation of the faculty. It sort of just showed up.” While he did not think that introducing the Grand Strategy program was unwise, Sleeper still found the Corporation’s decision cavalier.

The controversies have not just involved policy decisions, but the very composition of the Corporation itself. For an organization that prides itself on an image of seamless, effortless efficiency, the body’s make-up has attracted a significant amount of press in recent years. Perhaps most notably, the 2002 alumni election was a very public ruckus, pitting corporate Yale against a grassroots challenger.

“I faced character assassination,” recalled Rev. Dr. W. David Lee DIV ’93, that upstart candidate. Over a decade ago, Lee, then the leader of Varick AME Zion Church in New Haven, decided to vie for a seat on the Corporation. Rather than soliciting a nomination from the Association for Yale Alumni (AYA), which traditionally fields candidates, he went down a less-trodden path and acquired over 4,500 alumni signatures to put his name on the ballot. Reached in Pittsburgh, where he now resides, Lee recounted the episode with an air of having not quite moved on.

“It all started because we were trying to bring a better relationship between town and gown,” he said, adding that he wanted to “empower” the New Haven community. For Lee — the black preacher, the union favorite, the self-professed David to the Corporation’s Goliath — things would not be so simple.

Lee claimed that his successful petition to get onto the ballot was met with immediate resistance from Yale’s old guard. “They lined up the… other alumni to organize against me, to the extent that when I made a call to one of the alumni members who was already on the board to just have coffee, they [sic] refused to sit down and have coffee and talk with me,” Lee said.

Maya Lin ’81 ARC ’86, who designed the Vietnam War Memorial while still at Yale, was the only other alumni candidate to join the ballot — evidence, according to Lee, of interference by the Corporation. “Usually the ballot is a slate of three to four candidates,” he said. “Because of my situation as a petition candidate, it was just me and the famed Maya Lin. That in and of itself was the biggest obstacle to overcome.” In Lee’s recollection, the possibility of his winning due to a split vote among several candidates was a risk that the Yale establishment was unwilling to take. While the AYA, on paper, is a legally separate entity from Yale University, Lee believes that the administration had a heavy hand in influencing the Association’s nomination tactics.

“That episode clearly indicated that Yale’s administration is willing to act fairly brutally to determine who gets to run as an alumni fellow,” agreed Michael Montesano ’83, an alumnus who has sparred with the Corporation over the years, particularly on the issue of Yale-NUS. “It looked to us on the outside as if they ran someone who was very popular, very famous, very appealing, in order to keep this preacher from being a member of the Corporation.”

Lee lost decisively to Lin and eventually moved on to a different congregation in a different city. Looking back at the events of 2002, he concluded, “When they [the Corporation] don’t want something done, they put the machine in place, unfortunately, and put their spin on it.”

Sam Chauncey ’57, former special assistant to University President Kingman Brewster and leader of Alumni for Responsible Trusteeship during the 2002 election, cautioned that Lee was an unfit candidate. Chauncey, who was not a Yale employee at the time of the election, believes Lee’s association with the Yale unions could have biased him against considering the long-term needs of the University, a concern that Chauncey extends to having students and faculty on the Corporation. In addition, Lee had no prior experience serving on any board. Yet, as Montesano suggested, while Lee might not have been the perfect candidate, the alumni should have been allowed to make the decision without the Yale establishment meddling in the election.

A decade and Maya Lin’s six-year term have come and gone. But there remains the nagging question: who should serve on the Yale Corporation and how they should be selected?

According to The Politic’s survey, 33 percent of students believe that Yale professors currently serve on the Corporation. Roughly 12.5 percent thought that the Corporation includes members of the New Haven community and more than one in ten thought that students are members.

These assumptions are wrong; representatives from none of the three groups claim even one of the high-backed seats in the Corporation Room. But it begs the question: What does it mean when students naturally assume the Corporation represents a more diverse chorus of voices? The survey data further reveal that undergraduates overwhelmingly believe the Corporation should include more voices. More than 80 percent of respondents indicated that professors should serve on the Corporation. That figure was 71 percent for student membership and 40.5 percent for the involvement of community members.

Woodbridge Hall

Administration officials argue that other avenues are open for these groups to impact their University. “The most effective way for faculty and students to influence the direction of the institution is to actively participate in the faculty and student governance structures on campus,” noted Catharine “Cappy” Hill GRD ’85, the President of Vassar College and an alumni fellow. Nonetheless, many students still feel short-shrifted.

“During my term as president I have yet to meet with the [Corporation],” said Danny Avraham, the YCC President. “I believe that the relationship could be improved if there were more opportunities to interact in person throughout the year.” The YCC, in fact, is usually promised one meeting with the Corporation per year. The other 364 days and change, the two organizations communicate through Kimberly Goff-Crews, Secretary and Vice President for Student Life.

***

When asked which of three qualities — business experience, academic experience, and administrative experience — was most important for a Corporation member, students rated academics by far the most highly. Current fellows and trustees, however, are far more likely to hail from the boardroom than the classroom.

True to its title, the Yale Corporation is a strikingly corporate entity. A quick glance at the member biographies is like a primer on who’s who in this year’s Fortune 500. Maureen C. Chiquet ’85, Global CEO of Chanel; Charles W. Goodyear IV ’80, president of the Goodyear Capital Corporation and former CEO of mining conglomerate BHP Billiton; and Indra Nooyi ’80, CEO of PepsiCo, are just a few of the industry tycoons among Yale’s governors.

While this concentration of business acumen has done wonders for Yale financially, critics lament that the highest governing body in the University may be more concerned with the bottom line than scholarship. Noted Montesano, “The Yale Corporation has drawn more people from the world of business and fewer who are from the world of public affairs. And as American business has changed, and as American business has adopted this cult of leanness and efficiency, the influence of people from the business sector on the University has been detrimental.”

Detractors point to the Yale-NUS deal as an example of that financial expediency. When the decision was finalized in 2011, three current or former Corporation fellows — Goodyear, Charles Ellis ’59, and G. Leonard Baker ’64 — had direct monetary ties to Singapore or its sovereign wealth fund.

In theory, the alumni-elected members are supposed to prevent this sort of hive mentality. For much of the eighteenth and nineteenth centuries, the Corporation was solely run by clergymen, all of whom were successor trustees. In 1871, when the Connecticut legislature passed “An Act Relating to Yale College” allowing for six elected trustees to join the Corporation, the motivation was to introduce more intellectual diversity to the board by adding lay people. Now, 143 years later, Montesano fears that the Lee incident demonstrates the creeping homogenization of the alumni fellows, once again rendering the Corporation a single-minded entity.

A member of the Yale Corporation enters Woodbridge Hall on February 22.

A member of the Yale Corporation enters Woodbridge Hall on February 22.

To be sure, Maya Lin, the candidate whom the administration propped up against David Lee, is an architect, not an entrepreneur. Yet although several of the current trustees are academics — such as Peter Dervan GRD ’72, a chemistry professor at CalTech, and Cigarroa, a surgeon and Chancellor of the University of Texas System — most still have corporate ties.

“If the position is intended to bring some sort of alternative perspective,” Montesano observed, “one has to worry when the profile of the alumni fellows begins to look like the profile of the successor trustees.” Ruth Koizim, a French professor at Yale, agreed. “The Yale Corporation has evolved to include fewer and fewer individuals with higher-education experience (as faculty),” she told The Politic in an email. “It is therefore not surprising that their decision-making style and the decisions they make are increasingly divorced from the academic goals of this academic institution.”

Corporation members, of course, argue that the broad range of experiences each brings to the table, from the world’s largest companies as well as from classrooms and nonprofits, contributes to the overall cohesion of the body. “I believe that the criticism has merit,” Cigarroa said in response to questions about the Corporation’s perceived opacity, “and the Yale Corporation is enhancing its efforts to meet with students, faculty and staff.”

***

From his canvas high on the gleaming white walls, Elihu Yale stared down as fifteen students — a mixture of undergraduates and graduates — filed into the Corporation Room. One by one, they entered the room, some dressed up for the occasion, others wearing jeans and t-shirts. Each took a seat and looked around expectantly as their exclusive February 19 meeting with Margaret Marshall commenced.

So began the first of two “University Teas,” hosted by Marshall and Josh Bekenstein ’80, forums for a handful of students to meet and interact with Corporation members. The tea, perhaps a throwback to a Kingman Brewster-era policy requiring each Corporation member to share a meal with a randomly-selected assortment of undergraduates, was an “enlightening opportunity” to peek behind the curtain of University governance, said Aaron Gertler ’15. Gertler sat in the chair that, according to an engraved golden placard, is the official seat of Linda Koch Lorimer, Yale’s Vice President for Global and Strategic Initiatives.

Students picked at plates of deli sandwiches and kale and quinoa salad — as well as Pepsi-brand beverages, Gertler pointed out, referencing Nooyi — while Marshall spoke about her background and solicited inquiries from her young acquaintances. “The atmosphere was really relaxed,” said Sara Miller ’16, another attendee. “Some of her answers sort of went around the questions; she would kind of lead into anecdotes about her life, or life in general. But she was very pleasant and seemed genuinely interested in what students had to say.”

The conversation covered a range of personal and governance-related matters. At one point, in response to a question about the recent push for fossil fuel divestment on campus, Marshall alluded to her own work with the campaign to divest from South Africa in protest of apartheid. She said although she personally supports fossil fuel divestment, according to Gertler and Miller, she does not have the power to unilaterally divest, and that the process would take time. “She was of the opinion that persistence is the best strategy for getting what you want from the Yale Corporation,” Gertler remarked.

Marshall also expressed frustration at students’ lack of interest in the Corporation. “I respond to every email I get,” she told attendees, but students practically never contact her. In many ways, however, that is unfair. The teas were grossly oversubscribed, points out Ben Ackerman ’16, who attended a nighttime meeting with Bekenstein after he was unable to RSVP for one of the teas. Even more importantly, students are not privy to the Corporation’s agenda — and so cannot always ask pertinent questions. “If the Corporation is interested having feedback from students, they should let students know what is really going on,” Ackerman said.

At the same time that students are seeking to contribute more to the University’s governance, faculty members are similarly making moves to have their voice heard.

After rising tensions between instructors and the Corporation culminated in the tussle over Yale-NUS, Salovey appointed a delegation of six professors to an ad-hoc Committee on Faculty Input. They sought to explore more formal avenues of communication between the Corporation and faculty than disgruntled op-eds, and produced a report recommending that Yale form a faculty senate. Among peer universities, only Yale and the Massachusetts Institute of Technology lack such a body.

Barely a month ago, Yale professors voted to approve this proposal. Salovey then selected another delegation, the Faculty of Arts and Sciences (FAS) Senate Committee, to come up with a structure and rules for the new governing body. Though they are still in the preliminary stages of deliberation — “Our committee hasn’t yet met with the President and Provost to be given our formal charge,” the Committee head, Steven Wilkinson, told The Politic — several professors worry that the Corporation has already moved to undermine the process.

“Dissenters from the party line are not asked to be on these committees and it should not be surprising that the committee recommendations are often little more than a rubber stamp of what the Corporation has in mind,” Koizim, the French professor, claimed. Indeed, a number of professors expressed discontent with Salovey appointing committee members, rather than allowing the the faculty to form the committees themselves. Wilkinson offered the consolation that the Faculty Input Committee brought their report before professors for a discussion and vote. Additionally, the FAS Senate Committee will do the same by December.

That said, more than a few faculty members — much like the students they teach — are somewhat removed from the process, if not outright apathetic. Of the twenty professors reached by The Politic, well over half indicated that they had no strong opinions and little, if any, knowledge of the issue. One professor, Carlos Eire, Yale’s T. Lawrason Riggs Professor of History and Religious Studies, told The Politic in an email: “I haven’t been following this issue. Not at all. In fact, I didn’t know that any such thing was in the works.”

For now, things are more or less in a holding pattern, although a Salovey-appointed committee will make recommendations to the faculty on the senate’s structure no later than December 2014. Most faculty reached by The Politic are cautiously optimistic, although several note that their sway will almost certainly be greatly limited.

***

So, for the Yale Corporation, change is afoot — and not for the first time. Over the centuries, a handful of reforms, like the institution of alumni fellows, stuck fast. Others, like Brewster’s lunch assignments for Corporation members, fell away with the passage of time. No one can predict how the current crop of reforms will fare.

The lion’s share of their success will hinge on how much students are willing to engage. Chauncey was at a loss when it comes to student apathy. Compared to the Yalies of the 1960s, who would often camp out in the administration’s offices to challenge decisions, millennial students appeared to him as passive as they come. “How come you guys [modern Yale students] are incapable of outrage?” Chauncey asked with unveiled incredulity.

Transparency and student input, if Yalies truly want to make a difference, demand more than tea at high noon.

To be sure, the Corporation is under no formal obligation to change its ways. “Yale is not a republic and it’s not a democracy,” acknowledged Sleeper. “It’s a private institution, which was constituted in the first place by the Corporation.”

But if members of the Corporation wish to act as good stewards of the University, their decisions should reflect not just the institution under their care, but the professors, students, and community leaders who form the institution itself.

Back in Woodbridge Hall, a stone’s throw away from snowball-tossing students on Cross Campus, Marshall clasps her hands, looking reflective. Her legacy, and that of her colleagues on the Corporation, will be determined by their success in getting ahead of the big changes — in evolving University governance, in improving transparency, in bringing more diverse voices to the table. If the Corporation stands still, its credibility with those outside Woodbridge will diminish even more.

Marshall leans forward in her seat, as if to emphasize her point: “You don’t want to have people look back and say, ‘How could they have missed that?’”

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