Board of Trustees Records

The Oberlin College Board of Trustees first met on March 10, 1834, a month following the chartering of the Oberlin “Collegiate Institute” by the State of Ohio. Under the 1834 charter, or Act to Incorporate the Oberlin “Collegiate Institute,” twelve persons were authorized to serve on the Board of Trustees, and the President of the College was made an ex officio member. In 1850, the charter was amended, changing the name of the institution from “Collegiate Institute” to Oberlin College. The number of trustees increased in 1874 to 18 and in 1878 to 24, with membership divided into six groupings of four trustees elected for six-year terms. Membership on the governing body of the College was expanded to 28 in 1970.

In 1870, the Board of Trustees voted to invite the “Society of College Alumni” and also the “Theological Alumni” to represent their bodies in future meetings of the Board by a committee of three “corresponding members.” In 1878, the trustees authorized participation by the alumni in the selection of one trustee each year. Until 1892, candidates were selected by the alumni but elected by the trustees. Since 1892, alumni have elected trustees directly.

Under the current Bylaws of Oberlin College, as adopted in 1904 and amended from time to time through December 1991, the composition of the Board of Trustees remains at 28 Trustees, together with the College President, who is ex officio a member of the Board. The membership, which is today drawn from across the country, is divided into three groups: Alumni-Elected Trustees, Board-Elected Trustees, and Class-Elected Trustees. Alumni-Elected trustees are eligible to serve for two six-year terms, with one such trustee elected each year. Eighteen members of the Board are elected to membership by the Board; three such trustees are elected or reelected each year. Three trustees are elected to membership by the current senior class and the two classes most recently graduated. Class-Elected trustees serve three-year terms.

Under Article III, the Board of Trustees can operate with constituent committees to carry out its diverse duties in the areas of trustee elections, development, personnel matters, property management, curricular changes, and campus buildings. The first such committee, and one of the two most influential, was the Prudential Committee, established on October 10, 1834. Its five charter members, mostly founders and local residents, included the Rev. John J. Shipherd (1802-44), Peter P. Pease (d. 1861), Addison Tracy (d. 1864), Frederick Hamlin (d. 1860), and Philo P. Stewart (1798-1868). Under Article VIII of the By-Laws adopted in 1904, the committee was to consist of the President, the Assistant to the President, the Treasurer, the Secretary, and seven others, with five members constituting a quorum. Its charge was the day-to-day management of the institution in areas “not especially intrusted to the President, Treasurer, Secretary, Faculty, or other Committees of the Trustees.” Although the Prudential Committee operated under the direction of the Board, at no time were the trustees allowed to interfere in the “internal control” of the College.

In time, Prudential Committee business came to be transacted by numerous subcommittees. The first subcommittees, seven in number, were in place by 1896. By 1950, Prudential subcommittees had multiplied to include the following: Appointments of Administrative Assistants; Building and Grounds; Chance Creek and Oberlin Beach; Cox-Cochran Endowment; Hospital Board of Managers; Labor Relations; Museum Accessions; Oberlin Inn; Publications; Residences and Dining Halls, Student Aid and Loans; and Use of Buildings. Trustee Bernard L. Gladieux (1907-97; A.B. 1930), in the 1961 “Report of the Trustee Committee on Administrative Organization,” recommended the retention of these subcommittees as “policy advisory committees to appropriate administrative officers,” and advanced the abolishment of the Prudential Committee. The long-standing committee, Gladieux’s Trustee Committee concluded, “disperses and obscures responsibility.” Accordingly, the Prudential Committee went out of existence as a By-Law body on July 1, 1962.

An Executive Committee of the Board of Trustees was established in November 1928 to permit the exercise of the full power of the Board during intervals between meetings. The Executive and Prudential Committees worked closely together, with the Executive Committee retaining authority in all matters brought to it by the Prudential Committee. Initially, membership on the Executive Committee consisted of the President and four other members of the Board. Currently, the committee consists of the President, the Chairman of the Board, and not fewer than eight other trustees.

In addition to the Prudential and Executive Committees, several committees have historically functioned in the area of College finances. In February of 1852, the Investment Committee was formed under Trustee Uriah Thompson (d. 1890) for the purpose of overseeing the investment of College funds. Under Article VI of the By-Laws, the Committee was to consist of six members, to include the President and Treasurer of the College and four members of the Board. This Committee still stands. A Budget Committee, in place by 1892, initially served as a subcommittee of the Prudential Committee but, subsequently, became an autonomous standing committee; today, it is called the Budget and Finance Committee. An Auditing Committee, formed at the turn of the century for the purpose of examining the books of the Treasurer, continued in existence until 1973. The Development Committee, created in 1953 under President William E. Stevenson, holds responsibility for all matters relating to soliciting and managing financial and property gifts to Oberlin College.

Currently, the Board has standing committees in the following areas: Academic Affairs; Audit; Budget and Finance; Capital Planning; Development and Alumni Affairs (Campaign Executive Subcommittee); Executive (Compensation Subcommittee); Investment (Debt Subcommittee); Nominations and Governance; and Student Affairs. The full Board meets for one and one-half days four times a year: once in the early fall, once late in the first semester, once in the spring semester, and once in June. At the fall meetings, election to the various subcommittees takes place. For a complete listing of trustees from 1834 to the present, consult the case file for this record group and the Alumni Register, 1960, which lists trustees and members of the Executive and Prudential Committees from 1834 to 1960. Following is a list of secretaries responsible for the minutes of Board of Trustees meetings:

1899-1938: George M. Jones

1938-1962: Donald M. Love

1962-1968: J. Robert Williams

1968-1969: Karl Aughenbaugh, Acting

1969-1970: Stanley Ornstein, Acting

1970-1974: Stanley Ornstein

1974-1978: Carolyn Spatta

1978: Robert Haslun

Sources Consulted

General Catalogue of Oberlin College (Oberlin: Oberlin College, 1908)

Fletcher, Robert S., A History of Oberlin College… (Oberlin: Oberlin College, 1943)

Gladieux, Bernard, “Report of the Trustee Committee on Administrative Reorganization,” 1961 (unpublished report)

“1991 Alumni Trustee Election Information,” (pamphlet) Office of the Secretary, Oberlin College

Oberlin College Charter and By-Laws, 1976 edition, with revisions of June 9, 1990 Archival

Committee Lists, College General, RG 0/21, Box 1

Love, Donald M., “The Government of Oberlin College,” unpublished talk, 1956; revised 1961. Records of the Office of the Secretary (RG 5)

Records of the Board of Trustees (RG 1), including case file documentation

INTRODUCTION TO AND HISTORY OF THE CHARTER AND BYLAWS OF OBERLIN COLLEGE

THE CHARTER

The Charter of the Oberlin Collegiate Institute was passed by the Ohio State Legislature on February 28, 1834. The Charter was amended on March 21, 1850, to change the name to Oberlin College. It was amended again on April 11, 1890 to allow for the creation and election of Alumni-elected trustees. In 1970 the Ohio Legislature further amended the Charter to allow the Board of Trustees to create, alter, or otherwise modify the number of trustees and the manner in which they are elected and serve. This latter amendment gave the Board authority over its own composition and terms of service, but was specifically enacted to allow for the creation of the Class Trustees.

On June 12, 1948, the Board of Trustees adopted a resolution clarifying the correct and proper name of the Corporation for use in legal documents and general contracts.

THE BYLAWS

On October 28, 1834, the Board of Trustees of the newly-chartered Oberlin Collegiate Institute adopted the “By Laws of the Oberlin Collegiate Institute.” These exist only in manuscript form and, according to Oberlin historian Robert Fletcher “their very existence was apparently forgotten for nearly half a century.” The original manuscript is located in the Oberlin College Archives. In fact, the regulations were amended from time to time during the nineteenth century. In the 1890s, a trustee committee consisting of Merritt Starr, Irving Metcalf, and Judson Smith was appointed to draw up a general revision. A draft was presented to the Board on June 15, 1903, and a final version was adopted on November 16, 1904. The current Bylaws are those adopted in 1904 as from time to time amended.

A major revision occurred in 1931 in which arrangement of the material was reorganized and new captions were added. In 1997 and 1998 a major revision was undertaken to make the Bylaws gender-neutral and bring them up to date with the current practices of the Board.

OBERLIN COLLEGE AS A CORPORATION

From time to time a person or firm the College is doing business with may feel the need to check the corporate status of Oberlin College with the Ohio Secretary of State’s Corporate Information Office. The Corporate Information Office has the correct information about the College, but with some annoying frequency gives it out without explanation and this leads the inquiring party to believe that Oberlin College’s corporate status was canceled by the Secretary of State on July 17, 1987. Here is a brief explanation of why this happens, what’s really the state of the College, and a source for the paper trail to back this up.

Oberlin College is unique in that it was incorporated and chartered as a non-profit corporation by an act of the Ohio Legislature on February 28, 1834 as opposed to receiving corporate status directly from the Secretary of State. As such, it is not subject to various rules and regulations of the Secretary of State’s Office.

On March 6, 1970, the Ohio Secretary of State arbitrarily and without the College’s knowledge or consent decided to carry the College as simply an ordinary Ohio corporation not for profit under statute 1702 of the Ohio Revised Code.

In the mid 1980s, the Board of Trustees formally objected. The Board felt, and counsel agreed, that the College was better off exercising its corporate privileges, “under the constitution of this state and the laws passed in pursuance thereof, and not otherwise.” Accordingly, the Secretary of State canceled that imposed status on July 17, 1987, and we reverted to our 1834 status. At no time during or after this period did Oberlin College lose its corporate status. Efforts were made to put an explanation in the records of the Corporate Information Office, but these are not always cited by the clerks handling inquiries.

For purposes of supporting the above information, written material and official correspondence is on file in the Office of the Secretary of the College and is available for copying as needed.

Robert A. Haslun

Secretary of the College

July 1, 1998

Note written by William E. Bigglestone; Robert A. Haslun.