On August 24, 1867, 12 men set their hands and seals to a Certificate of Incorporation of “The Johns Hopkins University,” a document that named the University’s first 12 trustees: George W. Brown, Galloway Cheston, George W. Dobbin, John Fonerden, John W. Garrett, Charles J.M. Gwinn, Lewis N. Hopkins, William Hopkins, Reverdy Johnson Jr., Francis T. King, Thomas M. Smith, and Francis White. Before the Board held its first meeting on June 13, 1870, Dr. Fonerden died and was replaced by James Carey Thomas. Between this meeting and the death of Mr. Hopkins on December 24, 1873, the Board developed a set of by-laws, created an Executive Committee, a Finance Committee, and a Buildings Committee, and established three board officer positions: President (now known as “Chair”), Secretary, and Treasurer. Galloway Cheston was named first President of the Board.
Since Mr. Hopkins had said nothing about what he intended for the university he had founded and endowed, defining the Johns Hopkins University became the task of the trustees, who recognized that the selection of the first president would be central to the shape the university would take. Throughout 1874, the trustees read widely on educational issues, visited universities in the U.S. and Europe, and consulted with three distinguished university presidents: Charles W. Eliot of Harvard, Andrew D. White of Cornell, and James B. Angell of the University of Michigan. Once the trustees formed an idea of what Johns Hopkins was to become, they knew what sort of president was needed. On December 29, 1874, the Board met with Daniel Coit Gilman and elected him first president the following day.
The Board changed little during its first 60 years. Its size was not increased until 1926, when the number of trustees was raised from 12 to 19, including the University’s president as an ex officio trustee. After that, growth occurred more frequently: to 23 in 1937, to 25 in 1938, to 26 in 1948, and to 30 in 1951.
In 1959, several major changes were made to the Board:
•The alumni trustee positions were created, with four of the 34 trustees to be nominated by Johns Hopkins alumni, each to serve a single four-year term with all the powers of the other trustees.
•A by-laws amendment called for all trustees to assume emeritus status in the month of June following their 72nd birthdays. Up until this time, trustees had served for life.
•For the first time, the Board increased the number of standing committees, adding a Budget Committee, Academic Program Committee, and Committee on Sponsored Research. In addition, the name of the Building Committee was expanded to Building and Grounds Committee.
•The titles of President and Vice President of the Board were changed to Chairman and Vice Chairman. The President of the University was also given many of the administrative duties once held by the President of the Board of Trustees.
In 1961, the number of alumni trustees was increased from four to six (and their terms were lengthened from four to six years), the number of regular trustees was increased from 29 to 30, and the president (serving ex officio) brought the total to 37. In 1974, six more Alumni Trustees were added, bringing their number to 12, where it stands currently.
In 1971, the Board created the young trustee position, allowing one recent graduate of Johns Hopkins to be elected annually to a four-year non-renewable term and to serve with the same powers and responsibilities as other trustees. In practice, the young trustees were always elected from among graduating seniors in the Homewood divisions (the Schools of Arts & Sciences and Engineering). 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.
Over the last three decades of the 20th century, the Board continued to grow in size, expanding to 51 in 1974, to 59 in 1982, to 60 in 1986, to 61 in 1992, and to 69 in 1996. These additions included ex officio trustees: The chair of the board of the Johns Hopkins Health System in 1982 (replaced by the chair of the Board of Johns Hopkins Medicine in 1997), the president of the Alumni Council in 1992, and the first vice president of the Alumni Council in 1997. Eight regular trustees were added in 1996, increasing their number from 41 to 49, where it stood until March 2011.
Not only did the Board grow in numbers during this time, but it also grew in diversity. Once a board of Baltimore businessmen, it branched out to include people from all walks of life and from all around the United States and beyond. The first woman trustee (Marjorie Lewisohn, an alumni trustee) joined the Board in 1971 and the first African-American (Pamela Chevers, a young trustee), in 1976.
By the beginning of the 21st century, the Board had grown to the point where it required a 100-seat meeting room to accommodate all the incumbent trustees, emeriti trustees, and administrative staff who attended Board meetings. Even many of the committees had grown too large for substantive discussion, and most meetings consisted of reports and presentations. Efforts were made to address these issues in 2001 and 2006 but focused on imposing structural changes rather than delving deeper.
In 2009, the Trusteeship, Nominations and By-Laws Committee commissioned a subcommittee, chaired by Trustee N. Anthony Coles, MD, which looked at trusteeship as part of a leadership continuum that began with a person’s involvement with the University, perhaps through one of the divisional advisory councils, moved the most promising leaders onto the Board and then, following their terms as trustees, provided them with opportunities for continuing service as leaders. After working for about six months, the subcommittee concluded that a higher-education governance expert would be of tremendous value. At its October meeting, the Trusteeship, Nominations & By-Laws Committee met with Richard Chait of the Harvard Graduate School of Education, and the Board voted to engage Dr. Chait's services at its December meeting.
Throughout 2010, a Steering Committee chaired by Dr. Coles worked with Dr. Chait to collect massive amounts of data about the Board through a self-study survey, observations of board and committee meetings, interviews with trustees and senior administrators, a study of the practices of peer universities, and frequent discussions with the Board, both in its entirety and in small groups. During numerous meetings and conference calls, the Steering Committee analyzed the data, developed a case for change based on the external and internal context, and identified three key themes to guide the Board going forward: strategic focus, meaningful meetings, and intense engagement. It was only after completing this exhaustive process that the Steering Committee undertook the task of developing specific recommendations with respect to the Board’s structure.
First, the committee recommended reducing the Board’s size by nearly half within the next four years in order to streamline its efforts and fall in line with accepted board governance practices nationwide. Specifically, the maximum number of trustees, not including the ex officio trustees, will decrease from 65 to 35 by July 1, 2015. This includes the phasing out of the four young trustee positions for the reasons described above. In addition, opportunities for trustees emeriti to continue their contributions to the University in ways other than attending Board and committee meetings were recommended, such as involving them in the work of divisional advisory councils and creating a Council of Emeriti.
The second major recommendation was the institution of term limits, with an expectation that trustees will serve for a maximum of two six-year terms, with the possibility of a third term in exceptional circumstances. The intent was to provide the University with a group of highly invested and engaged trustees, intensely focused on taking Johns Hopkins to the next level.
In keeping with the governance initiative’s emphasis on the Board’s engagement with the University’s most important strategic issues, two new committees were created: an External Affairs and Community Engagement Committee and a Student Life Committee, as mentioned above.
At its meeting on December 6, 2010, the Board held a lively discussion of the Interim Report of the Governance Initiative Steering Committee and, in a straw poll, voted unanimously to accept the report. And, at its meeting on March 7, 2011, the Board approved the Final Report and the by-laws amendments required to effect the recommended changes.
For those interested in pursuing the history of the Board of Trustees in more depth, the records of the Board are housed in the Ferdinand Hamburger, Jr. Archives in the Milton S. Eisenhower Library. A description can be found here. Please note that the records are restricted for 50 years from the date of creation.