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Appendix B
Board Size
By Brian Springer
1. Board Vacancies and Negligence
The Antioch University By-Laws state, ” the number of authorized trustees shall be thirty” and that “a vacancy
shall exist if… the trustees… fail to elect the whole authorized number of trustees”. Since the By-laws have no
provision for an “emeritus trustee” and the Chancellor is a non-voting member, I would assume they are not
“authorized trustees.” Based on this assumption the Board could be charged with negligence since the organization
has persistently had a 25-30% vacancy rate of “authorized trustees” (see chart below).
There was a 17% increase in vacancies following the Board’s June 2007 announcement to close the College (see
chart below). This is the largest vacancy increase during this sampled period (since 99-00). This sudden increase in
trustee vacancies may be a violation of the Board’s duty of care.
2. Board Vacancies and Fiduciary Responsibility
I believe the “Antioch College Campaign” (see quote below) began in the 1990s. In part, the success of this
campaign was tied to an increase of the Board’s membership of “25 to 40” trustees. The chart below shows the
Board fell short of this 40 trustees goal. Is this a violation of their fiduciary responsibility to the University and the
“Antioch College Campaign”?
Antioch University Board of Trustees
Based on the document – AU_Board_List.pdf
http://theantiochpapers.org/file download/217/rtr AU Board List.pdf
Non Voting Members Voting Members
Year Emeritus
Ex-Officio
Chancellor
Ex-Officio
Total
Elected Alumni
Ex-Offic
Total
Total Voting
And Non Voting
99-00 1 1 2 24 1 25 27
00-01 2 1 3 23 1 24 27
01-02 2 1 3 21 1 22 25
02-03 3 1 4 20 1 21 25
03-04 3 1 4 24 1 25 29
04-05 3 1 4 21 1 22 26
05-06 2 1 3 20 1 21 24
06-07 2 1 3 22 1 23 26
07-08 2 1 3 18 1 19 22
08-09 2 1 3 17 1 18 21
see next page
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095 6-02-01 Trusteeship Committee Minutes – Feb 1 and Feb 3, 2006
http://theantiochpapers.org/file_download/219/rtr_lgl_095.pdf
2. Current Board Size and Make-up:
The size of the board was discussed and it was explained that when the Antioch College Campaign began it was
recommended the size be increased from 25 to 40 to help broaden board participation in the campaign. Our
board is currently at 20.
pg 3
195 6-06-03 By Laws Antioch University – Revised 6/3/06
http://theantiochpapers.org/file_download/227/rtr_lgl_195.pdf
2.2 Number of Trustees
2.2.1
The number of trustees shall be not less than fifteen and not more than forty persons of legal majority… Until
changed, the number of authorized trustees shall be thirty.
Pg 1
2.4 Vacancy and Removal
2.4.3
A vacancy shall exist if a trustee dies, resigns, or is removed, or if the trustees, as members, enlarge the
authorized number of trustees but fail to elect the additional trustees provided therefore, or fail to elect the whole
authorized number of trustees.
Pg 3
014 7-05-00 Governing Structure for Antioch University by Tom Ingram
http://theantiochpapers.org/file_download/218/rtr_lgl_014.pdf
University Board of Governors
(Currently named Board of Trustees)
The University’s Governing Board, initially with at least 15 members. In time and with experience, this board
could grow to a maximum of 25-30. It will be important to carefully but diligently grow the size of the Board of
Governors because – experience has shown that there is a strong relationship between the number of trustees and
success in philanthropic undertakings.
Pg 3
On-line NCA self assessmentUniversity.pdf
http://theantiochpapers.org/document/13/antioch-university-self-assessment
“By-laws were amended in Fall 2001 to increase the maximum size of the Board from thirty to forty, and an
explicit goal of the Board is to build its membership to a larger constituency with broader representation of
influential individuals working in areas consistent with Antioch’s mission and values. ” –
pg 49
http://theantiochpapers.org/document/13/antioch-university-self-assessment
