Board of Trustees Resolution

Senate of the Student Government Association of The Johns Hopkins University

{ S. Resolution 23-24, 1XX }

A Resolution Expressing Student Government Support for Recent Alumni and Emeritus Faculty Presence on the Johns Hopkins Board of Trustees

Introduced By: Student Body Vice President Jackson Morris Junior Class President Resham Talwar

Considered this 5Xth day of SeptemberX in the Year 202X2023

Sponsored By: Junior Class Senator Molly KuzmaY Sophomore Class President Stone Meng Senator Z Student BodyExecutive Secretary Amy Li WSE Academic Senator Angela Sadlowski KSAS Academic Senator Timothy Huang Senior Class Senator Christian Bakhit Senior Class Senator Mufasa Cruz Moreno Senator Committee Consideration Waived by Student Body Vice President Jackson MorrisXX

Whereas the Johns Hopkins Board of Trustees (“the Board”) was established on August 24, 1867 with a membership of 12 Trustees and endowed with the responsibility of being the University’s chief governing body[^1], described in the Preamble of the By-Laws of the Board of Trustees as “being entrusted with the final responsibility for the conduct of the affairs of the University”[^2]; and

Whereas the Board has expanded several times, first having been raised from 12 to 19 Trustees and the addition of the President as a voting ex-officio Trustee in 1926, and several more additions until a total of 30 Trustees were seated in 19511; and

Whereas the first four alumni Trustee positions were created in 1959, and thus four of the 34 Trustees were to be nominated by alumni of the Johns Hopkins University to serve a single four-year term and be vested with identical powers to the other 30 Trustees1; and

Whereas the number of alumni Trustees continued to increase until 1974, at which time (as it stands today) a total of alumni 12 Trustees were seated1; and

Whereas in 1971, the Board created the Young Trustee position to allow four recent graduates of Johns Hopkins —in practice, from the undergraduate Krieger School of Arts and Sciences (KSAS) or Whiting School of Engineering (WSE)— to be elected from among their graduating class and serve with the same powers and responsibilities as other trustees. Each Trustee was to be elected to a four-year term, and thus as a whole would typically represent the last four graduating classes1; and

Whereas from 2009 to 2011, the Board engaged in a significant self-restructuring with the assistance of Professor Richard Chait of Harvard University and decided to downsize the maximum number of Trustees from 65 to 35 (not counting ex officio Trustees) and the elimination of all Young Trustees.1 Notably, although much of the data collection disclosed on the Board’s history page did involve engaging different groups (self-study survey, observation of Board and committee meetings, interviews with trustees and senior administrators, study of practices at peer universities, etc.) there is not a single disclosure of engagement with students or faculty before these decisions were ratified. The Board states on its website that, “The exclusion of students from the other divisions and other types of students (graduate, professional, part-time) is a major reason why the Board decided to eliminate the Young Trustee position in 2011 in favor of including a more diverse group of current students in the Board’s Student Life Committee”1; and

Whereas the Board’s Student Life Committee was inaugurated in 2011 with a stated focus on “the quality and substance of the students’ experience beyond the academic realm,”; scope including “graduate, undergraduate and professional students in all divisions of the University,”; with the ability to “recommend to the Board enhancements of student life”; and the ability to “invite one or more current students to attend a meeting of the Committee.”[^3] However, the Student Life Committee counts no students amongst its membership in either a voting or nonvoting capacity, clashing with the principles advanced by the idea that the Young Trustee position was eliminated in favor of including a “more diverse group of current students in the Board’s Student Life Committee.” Students are only consulted by the Student Life Committee in a limited, ad hoc fashion, and the input of the Homewood Student Government Association (SGA) is not solicited when the Student Life Committee is planning to meet with undergraduate students— instead, SGA leadership is generally only informed ahead of a single Student Life Committee meeting at which the Board of Trustees solicits SGA participation and on scant few other occasions. The Spring 2023 meeting was around 45 minutes long and allowed for a single presentation by SGA leadership on SGA’s recent activities with limited time for questions and conversation with Trustees.

Whereas the Johns Hopkins Board of Trustees’ “Activities of the Board of Trustees ” webpage has not been updated since the 2018-2019 academic year[^4], making it difficult to determine what, if any, communication between the Board of Trustees and current students and faculty members has taken place over the 2019-2020, 2020-2021, 2021-2022, and 2022-2023 academic years.

Whereas on April 5th, 2022 the Johns Hopkins University Council (JHUC) ratified its Bylaws and thus became the chief University-wide shared governance body for faculty, consisting of representatives from each School’s Faculty Senate, the Diversity Leadership Council, Faculty Budget Advisory Committee, and Advisory Board of the Medical Faculty as well as each School’s Dean[^5]; and

Whereas on February 10th, 2023, the Johns Hopkins Cross-Institutional Student Advisory Committee (CSAC) held its first meeting, and thus became the chief University-wide consultative body for students on University-wide issues, consisting of eleven representatives from each School’s student governance group at graduate and undergraduate levels (when applicable) as well as the undergraduate Multicultural Leadership Council, and five student members selected from the student-body at-large (with at least two being undergraduate students)[^6].

Whereas the existence of both JHUC and CSAC provides a faculty body and student body endowed with the trust of their peers (with a supermajority of their voting membership having been elected by their peers to their respective governance bodies) and already immersed in the decision-making process of Johns Hopkins University. JHUC and CSAC are sufficiently representative of each of the bodies of Johns Hopkins University, satisfying the cited argument (lack of representation/presence of all students, not just undergraduates from KSAS and WSE) behind the elimination of the original Young Trustee position; and

Whereas Johns Hopkins University alienates itself from the practices of several of its peer institutions by not providing a mechanism for current students or recent graduates, as well as faculty, to be effective stewards of the mission of Johns Hopkins University by allowing their participation in the affairs of the Board:

Brown University: The Corporation of Brown University includes two New Alumni Trustees who are elected by recent and soon-to-graduate alumni and serve terms of up to two years each.[^7]

California Institute of Technology: The Board of Trustees of California Institute of Technology may reserve up to five of its Trustee positions for Young Alumni Trustees not more than 45 years of age who serve five year terms as full Trustees.[^8]

Cornell University: The faculty of Cornell University elect two faculty trustees from among themselves with at least one being elected every other year to serve for terms of four years each. The students of Cornell University elect one undergraduate trustee and one graduate or professional trustee each year to serve for terms of two years each. The nonacademic staff and employees of Cornell University elect one staff trustee for a term of four years.[^9]

Duke University: The Board of Trustees of Duke University may elect up to three current students or recent graduates as Trustees, termed as “Young Trustees”[^10]. In addition, the External Engagement Committee, Graduate and Professional Education and Research Committee, Resources Committee, and Undergraduate Education Committee all must include at least two faculty members and at least two students (generally one undergraduate student and one graduate or professional student) with voting powers.[^11]

Massachusetts Institute of Technology: The Bylaws of the Massachusetts Institute of Technology states that five of the members of the Corporation shall be undergraduates and graduates who have received or are about to receive a degree from the Massachusetts Institute of Technology or have received a degree in the previous two academic years, and shall serve a five-year term.[^12]

Princeton University: The Bylaws of The Trustees of Princeton University states that “…four [Alumni Trustees] shall be elected, one each year, from among the members of the Senior class at the time of election, by the members of the Junior and Senior classes and the two most recently graduated classes,” and shall serve a four-year term.[^13]

Stanford University: The Board of Trustees of Stanford University annually selects up to two students, generally one being an undergraduate student and the other being a graduate student, to serve a year-long term on the Board of Trustees as full, voting members of the Stanford Board of Trustees committees on Development, Finance, Land & Buildings, and Student, Alumni & External Affairs.[^14] Stanford states that, “Student participation on these committees offers an important opportunity for students to learn about university issues and to offer their perspective on these matters.”14

University of Toronto: The University of Toronto’s senior governing body, the Governing Council, is made up of the Chancellor, President, 8 alumni, 12 teaching staff, 8 students, 2 administrative staff, 16 government appointees, and 2 Presidential appointees.[^15] The “Principles of Good Governance”, published October 28, 2010, by the University of Toronto Governing Council, states under its “Governance Principles” Membership section that good governance includes the following ideals (bolding added for emphasis):

“All estates are engaged (for the University, this means administrative staff, alumni, government appointees, students, teaching staff). The appropriate type, level and timing of engagement will vary among these groups with respect to the matters for which governance is responsible.”[^16]

“The requirements for independence, credibility, and legitimacy of all members are consistently met. Legitimacy derives from the process of appointment or election; credibility derives from experience, expertise, integrity and ability. Independence must be understood in the context of representation from all estates; the natural tension that exists in this situation requires careful monitoring and leadership.”16

Vanderbilt University: The Code of By-laws of Vanderbilt University states that, “To develop leaders for service to the University and the community, the Governance and Board Affairs Committee shall nominate for election to the Board biennially, generally every odd year a recent graduate within the past ten years of any of the ten undergraduate, graduate or professional schools. The nomination for the Young Alumni Trustee shall be transmitted to the Board for election with all the rights and privileges of regular members. The Young Alumni Trustee shall serve for one two-year term.”[^17]

Washington University in St. Louis: Washington University in St. Louis has two Undergraduate Student Representatives and two Graduate Student Representatives who attend all quarterly meetings of the Washington University Board of Trustees and serve as liaisons with their respective undergraduate or graduate student constituencies.[^18]

Therefore, Be It Resolved that the Johns Hopkins Student Government Association calls on the Johns Hopkins Board of Trustees and University President Ronald J. Daniels to amend the By-Laws of the Board as described in this section:

The original text of the section to be amended is as such:

“Article I: Board of Trustees

1. Classes of Trustees. The Board of Trustees, in addition to ex officio voting members, shall consist of not fewer than eighteen nor more than thirty-five voting members, together with Trustees Emeriti who shall not be entitled to vote. The number and classes of Trustees shall be as follows:

a. The President of the University shall be an ex officio voting Trustee so long as he or she shall serve as President.

b. All former Chairs of the Board of Trustees of the University, the Chair of the Board of Johns Hopkins Medicine, and the President and the First Vice President of The Johns Hopkins Alumni Council during their respective terms of office, shall be ex officio voting members of the Board of Trustees of the University.

c. Not more than twenty-three Trustees shall be elected to serve, in the case of each, for a six-year term, subject, however, to the provisions of Section 6.a of this Article, except if and to the extent that there are fewer than twelve Alumni Trustees elected as provided in Section 2 of this Article, the limit of twenty-three Trustees in this Section 1 may be increased accordingly.

d. Not more than twelve Trustees shall be elected to serve for terms of not more than six years as provided in Section 2 of this Article.

e. A Trustee, in any class described in paragraphs c or d, during his or her term of office, shall not be a full-time student, full-time member of the faculty, or full-time member of the administrative staff of the University.

…

4. Election of Trustees

a. Upon nomination by the Committee on Trusteeship, Nominations and By-Laws, Trustees may be elected by the Board of Trustees to fill any vacancies in the Board and an affirmative vote of a majority of the Trustees in office at the time of election shall be necessary to approve an election. Trustees unable to attend a meeting of the Board at which a vacancy in the Board shall be filled may vote to fill such vacancy by written proxy.

b. Trustees elected under Article 1 of these by-laws shall be nominated, and vacancies in those so elected filled, in accordance with rules approved by the Board.

c. The election of Trustees shall be at a stated or special meeting of the Board, or at an adjourned meeting thereof, and if such election is to be on the agenda, the Secretary shall give notice thereof in the call for the meeting.

5. Term of Office.

a. The term of each Trustee shall commence on the first day of the month which follows his or her election, provided that the Trustee shall have accepted such election in writing to the Board Secretary. A trustee's term shall expire on June 30 in the year in which his or her term is concluded, or the June 30 following his or her seventy-fifth birthday, whichever shall first occur. A Trustee who has served two six-year terms may, in an exceptional case, on recommendation of the Committee on Trusteeship, Nominations and By-Laws and approval by the Board, serve one final six-year term.

b. Upon the expiration of his or her original term or thereafter, a Trustee, having served an initial six-year term, shall be eligible for election to one additional six-year term.

c. In the event of an unexplained absence of any Trustee from three consecutive stated meetings of the Board of Trustees, the Board of Trustees may declare that said absence constitutes the resignation of such Trustee from the Board of Trustees.

…

”

This section will read, after amendment, as such:

“Article I: Board of Trustees

1. Classes of Trustees. The Board of Trustees, in addition to ex officio voting members, shall consist of not fewer than eighteen nor more than forty-one voting members, together with Trustees Emeriti who shall not be entitled to vote. The number and classes of Trustees shall be as follows:

a. The President of the University shall be an ex officio voting Trustee so long as he or she shall serve as President.

c. Not more than twenty-three Trustees shall be elected to serve, in the case of each, for a six-year term, subject, however, to the provisions of Section 7.a of this Article, except if and to the extent that there are fewer than twelve Alumni Trustees elected as provided in Section 2 of this Article; or there are fewer than four Young Trustees elected as provided in Section 3 of this Article; or there are fewer than two Faculty Trustees elected as provided in Section 4 of this Article, the limit of twenty-three Trustees in this Section 1 may be increased accordingly.

d. Not more than twelve Trustees shall be elected to serve for terms of not more than six years as provided in Section 2 of this Article.

e. Not more than four Trustees shall be elected to serve for terms of not more than two years as provided in Section 3 of this Article.

f. Not more than two Trustees shall be elected to serve for terms of not more than four years as provided in Section 4 of this Article.

f. A Trustee, in any class described in paragraphs c, d, e, or f during their term of office, shall not be a full-time student, full-time member of the faculty, or full-time member of the administrative staff of the University.

…

3. Young Trustees

a. The Board of Trustees may elect not more than four members, nominated by the Cross-Institutional Student Advisory Committee (CSAC), each to serve a term of not more than two years. Each of the persons so nominated by CSAC shall be a person who has been/will be granted a non-honorary academic degree from the University within the academic year that the nomination takes place. Two Young Trustees shall be nominated per year, with one originating from an undergraduate degree-granting program and one originating from a graduate or professional degree-granting program. A Young Trustee shall have the same powers, rights, and duties as other Trustees during their term of office with the exception that they shall be expected to serve on at least the Student Life Committee.

b. A person who has served a two-year term as a Young Trustee is not eligible to serve as a Young Trustee again. However, they retain eligibility for any other applicable class of Trustee.

4. Faculty Trustees

a. The Board of Trustees may elect not more than two members, nominated by the Johns Hopkins University Council (JHUC), each to serve a term of not more than four years. Each of the persons so nominated by JHUC shall be part-time faculty members who have been granted the status of Emeritus or its equivalent by any of the nine Schools of Johns Hopkins University. A Faculty Trustee shall have the same powers, rights, and duties as other Trustees during their term of office with the exception that they shall be expected to serve on at least the Academic Policy Committee.

b. A person who has served a four-year term as a Faculty Trustee is not eligible to serve as a Faculty Trustee again. However, they retain eligibility for any other applicable class of Trustee.

…

6. Election of Trustees

b. Trustees elected under Article 1 of these by-laws shall be nominated, and vacancies in those so elected filled, in accordance with rules approved by the Board.

7. Term of Office.

b. Upon the expiration of his or her original term or thereafter, a Trustee, having served an initial six-year term, shall be eligible for election to one additional six-year term.

…

”

Be It Further Resolved that the Johns Hopkins Student Government Association calls upon the Bloomberg School of Public Health’s Student Assembly, the Carey Business School’s Student Advocacy Council, the Krieger School of Arts and Sciences’ Graduate Representative Organization, the Peabody General Assembly, the School of Advanced International Studies’ Student Government Association, the School of Medicine’s Graduate Student Organization, the School of Nursing’s Nursing Student Senate, and the Whiting School of Engineering’s Graduate Representative Organization to join the Homewood Student Government Association in ratifying this resolution; as well as welcomes the support of student leaders at the School of Education; and

Be It Further Resolved that the Johns Hopkins Student Government Association calls upon the Bloomberg School of Public Health’s Faculty Senate, the Carey Business School’s Faculty Senate, the Krieger School of Arts and Sciences’ Faculty Senate, the School of Education’s Faculty Senate, the School of Medicine’s Faculty Senate, the School of Nursing’s Faculty Assembly, and the Whiting School of Engineering’s Faculty Senate to join the Homewood Student Government Association in ratifying this resolution; as well as welcomes the support of faculty leaders on the Peabody Institute’s Dean’s Advisory Committee, the School of Advanced International Studies’ Academic Board, and the School of Medicine’s Advisory Board of the Medical Faculty; and

Be It Further Resolved that the Johns Hopkins Student Government Association calls on the Johns Hopkins Board of Trustees and University President Ronald J. Daniels to allow the Johns Hopkins University Council as per Article 5 Section 2 of the JHUC Bylaws to amend their Bylaws to accommodate the additional duty of selecting one Faculty Trustee to be nominated for confirmation to the Board biannually to a 4-year term; and

Be It Further Resolved that the Johns Hopkins Student Government Association calls upon the members and sponsors of the Cross-Institutional Student Advisory Committee to support the incorporation of the duty of selecting one undergraduate Young Trustee and one graduate or professional Young Trustee to be nominated for confirmation to the Board each year to a 2-year term; and

Be It Further Resolved that a copy of this resolution be transmitted to:

Ronald J. Daniels, Johns Hopkins University President;
Stephen J. Gange, Johns Hopkins University Interim Provost and Senior Vice President of Academic Affairs (in his role as the presiding officer of JHUC);
Louis J. Forster, Chair of the Johns Hopkins Board of Trustees;
Maureen Marsh, Secretary of the Johns Hopkins Board of Trustees (for the purposes of distribution to the membership of the Board of Trustees);
Rachelle Hernandez, Vice Provost of Student Affairs (in her role as co-chair of CSAC)
Sabine Stanley, Vice Provost of Graduate and Professional Education (in their role as co-chair of CSAC);5gv
Mary Ann Dickson, President of the Johns Hopkins Alumni Council;
The Dean of each School at Johns Hopkins University
1. Christopher S. Celenza, Dean of the Krieger School of Arts and Sciences;
2. Ed Schlesinger, Dean of the Whiting School of Engineering;
3. Fred Bronstein, Dean of the Peabody School of Music;
4. James B. Steinberg, Dean of the Nitze School of Advanced International Studies;
5. Theodore DeWeese, Interim Dean of the School Medicine and CEO of Johns Hopkins Medicine;
6. Ellen J. MacKenzie, Dean of the Bloomberg School of Public Health;
7. Sarah L. Szanton, Dean of the School of Nursing;
8. Alexander Triantis, Dean of the Carey School of Business;
9. Christopher Morphew, Dean of the School of Education;
The President, Chair, or Co-Chairs of each primary student governance group at Johns Hopkins University as mentioned above;
The President, Chair, or Co-Chairs of each Faculty Senate at Johns Hopkins University as mentioned above;
The Editors-in-Chief of the Johns Hopkins News-Letter;
The office of the Baltimore Sun;
The office of the Baltimore Banner;
The Johns Hopkins Homewood undergraduate student body

~~The Resolution hereby~~ ~~PASSES~~ ~~by a vote of~~ XX ~~to 0 with~~ 0 ~~abstentions.~~

Upon adoption, we have hereunto set our hands and caused the seal of the Senate to be affixed to this resolution indicating the senate’s assent and thus officially designating the resolution’s adoption as the position and will of the Senate and the Student Body of The Johns Hopkins University.

Signatures of Enactment:

Ryan Chou

Ryan Chou Student Body President of the Johns Hopkins University

Jackson W. Morris

Jackson Morris Student Body Vice President of the Johns Hopkins University

Amy Li Amy Li Student Body Secretary of the Johns Hopkins University

Jenny Chen Jenny Chen Student Body Treasurer of the Johns Hopkins University

Shalala Leny Shalala Leny Chair of Programming of the Johns Hopkins University

Signatures of Ceremony:

[^1]: https://trustees.jhu.edu/our-history/

[^2]: Preamble, By-Laws of the Johns Hopkins Board of Trustees

[^3]: Article XII, Section 11, By-Laws of the Johns Hopkins Board of Trustees

[^4]: https://trustees.jhu.edu/activities-board-trustees/

[^5]: https://facultyaffairs.jhu.edu/initiatives/jhuc/

[^6]: https://wellbeing.jhu.edu/blog/2022/11/18/new-cross-institutional-student-advisory-committee/

[^7]: https://alumni-friends.brown.edu/about/alumni-elections

[^8]: Section 1(d), Amended and Restated Bylaws of The California Institute of Technology

[^9]: Article II Section 2(a)(4)(c,d,e), Bylaws of Cornell University

[^10]: Article II Sections 2 & 3, Bylaws of Duke University

[^11]: Articles VIII, X, XI, XII, Bylaws of Duke University

[^12]: Section 2.1.6 & Section 4.5.1, Bylaws of Massachusetts Institute of Technology

[^13]: Chapter 1.2(d)(ii), Bylaws of the Trustees of Princeton University

[^14]: https://boardoftrustees.stanford.edu/wp-content/uploads/sites/5/2022/01/StudentSelProcess.pdf

[^15]: https://governingcouncil.utoronto.ca/elections/student-election-information/governing-council-student-elections

[^16]: https://governingcouncil.utoronto.ca/secretariat/policies/principles-good-governance

[^17]: Chapter I(A)(5)(d), Code of By-Laws of the Vanderbilt University

[^18]: https://boardoftrustees.wustl.edu/student-representatives/