A Brief History and Workings of the MIT Corporation

Dana G. Mead

The MIT Corporation is the Institute's governing body or board of trustees. What does the MIT Corporation do? A former President of MIT opined for me recently: "It has a single mission – to support the President, faculty, and staff in their work to assure MIT's continued excellence in research and education." Aptly put, and surely the most apparent of its purposes, but in a complicated world, the Corporation and its Executive Committee also hold a public trust to assure that the Institute adheres to the purposes of its charter and that its integrity and financial resources are preserved for future generations as well as for current purposes. In carrying out its broader mission, the Corporation and its Executive Committee oversee the Institute’s strategic direction, approve the annual budget, exercise long-term fiduciary responsibility and asset management (the endowment, pension funds, debt and capital plant), approve all degrees granted by the Institute and, probably most importantly, elect the President and the other officers of the Corporation (the Chairman, Treasurer, and Secretary).

MIT is a dynamic and complex place and its governance is correspondingly complex. The purpose of this article is to describe the membership of the Corporation, the committees of the Corporation, including the visiting committees which are so critical to the advancement of the academic mission of the Institute, and to explain the roles each constituent part plays in working to create efficient and effective governance in support of MIT's mission.

No discussion of the Corporation goes very far before the perennial question arises: "Why is it called the MIT Corporation, and why are the people on it called Corporation members instead of trustees?”

The terms, as so much else at MIT, are rooted in history and tradition. In the mid-nineteenth century when MIT was chartered, it was the practice of legislatures to grant charters to colleges that were incorporated under state laws, and to refer to them as “corporations.” MIT was incorporated and empowered by a series of acts of the Massachusetts legislature beginning in 1861, and was referred to from its inception as The Corporation of the Massachusetts Institute of Technology.

Some of its membership was specified by law. When the Morrill Act of 1863 ("the Land-Grant College Act") provided a grant to MIT, it specified that "…The governor, chief justice of the supreme judicial court, and the secretary of the board of education shall each be a member, ex officio, of the government of the institute." The grant also specified that "…the Institute shall provide for instruction in military tactics.” The legacies of 1863 remain with us: the Corporation name, the representation of the Commonwealth on the Corporation, and military instruction, in the form of ROTC training.

Most of the 54 original incorporators of MIT who met in 1862 for the first annual meeting of the Institute's "Government" (as it was then called) were Bostonians. Today, the Corporation includes members from all parts of the United States and abroad. Their backgrounds are varied, but most are distinguished leaders in science, industry, education, the professions, and public service.

Corporation members serve without compensation, and have one thing in common – a strong commitment to MIT. By devoting their time, hard work, financial resources, and wisdom, they reinforce a tradition of active, not passive, trusteeship.

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Composition of the Corporation

Today, the Corporation is comprised of approximately 78 active members, including 45 term members (who hold five-year terms), 25 life members (who may serve until age 75), and eight ex officio members. In addition to the active members, there are currently 29 Life Members Emeriti, who attend Corporation meetings and participate in discussions, but are not permitted to vote.

Of the current term members, over 80 percent are graduates of MIT and almost all life members are MIT graduates – a representation that enhances the commitment of the Corporation to the Institute. Over 20 percent of the Corporation members are women and 18 percent are minorities. A high priority of the Corporation is to achieve greater representation of women and minorities in its membership. Five of the term members are recent graduates. The variety of occupations among our Corporation members mirrors the Institute’s many-faceted interests. We have members representing academia (18%), business and finance (39%), technology (14%), the professions, government and non-profits (15%), and manufacturing (14%). For a complete list of Corporation members see: web.mit.edu/corporation.

The Corporation as a whole meets four times a year, on the first Friday in October, December, and March, and has an abbreviated meeting on the morning of Commencement in June. These four- to five-hour meetings typically include a detailed report from the President and other officers, reports from visiting committee chairs, followed by a question period, approval of degrees and new courses of instruction, a review of Executive Committee actions, financial reports, and often a special presentation by a member of the faculty, a department head or dean, regarding an important aspect of their work. Nobel Laureates are always invited to make a presentation of their prize-winning work to the members.

The members of the Corporation and its committees (Audit, Executive, Development, and CJAC) are nominated by the Corporation's Membership Committee, which is headed by the Chairman of the Corporation, who consults as well with the President and the Provost as part of this process.

The Chairman of the Corporation nominates the members of the Membership Committee. The Corporation as a whole acts on these nominations. The Executive Committee appoints the board of the MIT Investment Management Company. The visiting committees are comprised of Corporation members, MIT alumni, and presidential nominees. Visiting committee members are selected through a process organized by the Associate Secretary of the Corporation and involving the Chairman, the President, the Provost, the Secretary, the Vice President for Resource Development, the Vice President and CEO of the Alumni Association and associated staff, with the deans and department heads providing input. The Corporation as a whole annually ratifies all appointments to the visiting committees.

Committees of the Corporation

Much of the detailed and continuing work of the Corporation is conducted through its committees, whose chairs periodically report their findings and recommendations to the full Corporation.

The Corporation has delegated many important responsibilities to its Executive Committee, which is comprised of eight Corporation members and, ex officio, the President, who is the chair, the Chairman of the Corporation, the Chair of the Investment Management Company Board, and the Treasurer. The Provost and the Executive Vice President of Finance and Administration are regularly invited guests, and the Secretary of the Corporation serves as secretary to the Committee. This Committee acts similarly to a corporate board, convening up to 10 monthly meetings during the academic year. The Executive Committee focuses on policy and administrative issues facing the President and the Institute, including financial and budget planning, the management and enhancement of the Institute’s resources, and capital projects. In connection with the President and Provost, it receives and approves the annual allocation from the endowment to the operating budget. Other significant topics of discussion typically include developments in teaching and research, student recruitment and admissions and financial aid policies, student life, and external relations. All of its actions are reported to the Corporation, which may be required to affirm or approve some of these actions as specified under the Bylaws.

The other standing committees are the Audit Committee, Membership Committee, and the Corporation Development Committee (CDC). Both the Membership Committee, which I chair, and the Audit Committee are composed entirely of Corporation members and those Committees’ functions are self-explanatory. The CDC, which counts 16 Corporation members among its 67 members, meets regularly with the Institute's development officers to advise on and to assist with the resource development efforts.

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MIT Investment Management Company Board

The newly created MIT Investment Management Company (MITIMCo) manages the MIT endowment and other assets. The MITIMCo was created to afford more flexibility in the framing of investment policy and its execution and to provide the Institute’s investment leadership with broad, timely advice. While not technically a standing committee, it is also a creature of the Corporation. The MITIMCo board chair and eight of its members are members of the Corporation; its three outside members, who are all experts in the investment business, are appointed by the Executive Committee. Its president reports to the MITIMCo Board and to the President of the Institute. The MITIMCo management and staff exist within the Institute’s organization.

CJAC

Another key group is the 18-member Corporation Joint Advisory Committee on Institute-wide Affairs (CJAC), established in 1969 to provide a vehicle for bringing students and faculty into regular communication with the Corporation on matters of importance to the MIT community. The Committee consists of six Corporation members, one of whom chairs the committee (including the President of the Alumni Association); six faculty members including the Chair of the Faculty; and six students, including the President of the Undergraduate Association, the President of the Graduate Student Council, two undergraduate and two graduate students. The CJAC, which meets several times during the academic year, makes periodic reports to the entire Corporation.

Corporation Visiting Committees

Most faculty have come into contact with one or more of the Corporation's 30 visiting committees. Since their establishment in 1875, these committees have been important influences on education, research, and governance at MIT. The visiting committees are chaired by members of the Corporation and, as part of the Institute’s governance, their role is to provide appraisal, advice, and insight on each academic department and on certain other major activities at the Institute, such as student life, undergraduate education, the libraries, and athletics.

Each visiting committee meets for approximately two days on campus every other year, providing faculty and students an opportunity to provide impressions, ideas, and recommendations to the Corporation.

Most committee members comment that the meetings with faculty and students are the most valuable part of their deliberations. These meetings are always agenda items for visiting committee sessions.

Approximately 400 distinguished scientists, engineers, entrepreneurs, artists, executives, and educators serve on the committees. Each committee (typically 17-18 members) has five Corporation members, one of whom is the chair, six alumni nominated by the Alumni Association, and six presidential nominees nominated by the President of MIT. This last group is comprised of distinguished achievers in the disciplines of the department being visited. As such, they offer a valuable outside perspective and help to maintain a close relationship between academic procedure and professional practice.

The department heads play an important role in visiting committee meetings, up front, by working with the Corporation Chair, the visiting committee chair and the Corporation Office to frame the issues to be discussed and to design the agenda for the meeting. The deans of the Institute's five Schools are also often involved in the early planning process. Most agendas include presentations by faculty on current research, or on administrative issues for which they are responsible within their departments.

The MIT visiting committee structure is unique in its scope and its longevity. Our visiting committees have great credibility because of the great importance attached to the committees' views, which often stimulate action and change. The visiting committee reporting procedure is timely and intense, and includes oral reports by the chair to the full Corporation and by the relevant Dean to the Academic Council, as well as a written report that goes first to the Executive Committee and then to the Corporation, the members of the Academic Council, and the Department Head. Between biennial meetings, an interim report is prepared by the visiting committee chair and the Department Head, outlining progress and the status of the various issues and recommendations made at the previous committee meeting.

The visiting committee structure has evolved over 130 years into a vital part of the governance of the Institute, and I have always urged the faculty, whose input is so important, to take full advantage of the opportunities these committees afford to make their views and ideas known. When chairs of other prestigious university governing bodies are asked about their views of MIT, they are unanimous: "We would kill to have your visiting committee structure and its success!" Despite this envious reputation, we have worked hard to continuously improve the process.

Faculty Involvement

I have already touched on a number of direct and indirect ways the faculty is involved with the Corporation, but let me focus a bit more directly on that subject.

The elected Chair of the Faculty is an invited guest to all Corporation meetings and is encouraged to be an active participant in its deliberations. The report to the Corporation by the outgoing Faculty Chair, presented biennially at the June Commencement Day meeting, has proven to be a highlight, with many of the observations and recommendations in the reports becoming important Corporation actions.

Probably the most important task of any governing body is to select the leadership of the organization. The faculty's elected officers as well as the broader faculty play vital roles in presidential searches, and will be expected to do the same in the future.

At the outset of the most recent search, 18 members of the faculty served on a Faculty Advisory Committee (FAC) that, along with some members of the Corporation Committee on the Presidency (CCOP), interviewed faculty in every department at MIT to ascertain their views of the issues, challenges, and opportunities facing a new president and, by extension, helped to define the skills and experience a new president should have to be successful.

The FAC and the CCOP initially interviewed all candidates together. As the candidate list narrowed, FAC and CCOP members joined in smaller groups to interview each candidate for more extended periods. Following all of the interviews, the FAC and CCOP held extensive closed discussions and jointly conducted due diligence until they agreed on a recommendation to the Corporation. The incredible cooperative effort between the Corporation and the faculty enabled us to successfully complete the search in record time – nine months – and resulted in the identification of a great new president for MIT. (Space does not permit me to outline the vital assistance we also received from the Student Advisory Group in the process, except to note that the inclusion of student leaders in this process proved to be invaluable.)

Faculty members and leaders are also invited to present their work and plans to the members as part of the regular Corporation meeting agenda. At the past two meetings, for example, the Director of the Center for Cancer Research and the Dean of the Sloan School made presentations. These presentations have proven to be excellent vehicles for increasing understanding and engendering Corporation support for the academic programs and projects that are underway.

Of course, the Corporation and the faculty brush up against each other in scores of other ways: The Investment Management Company calls on faculty for advice and assistance. The Chairman hosts Chairman's Salons to bring faculty, entrepreneurs and investors together. The Chairman occasionally is invited to address a faculty meeting to outline the current goals and responsibilities of the Corporation. In a celebration of excellence in teaching, the MacVicar Fellows are introduced and honored at the Corporation luncheon each March.

Over nearly 150 years, Corporation governance has evolved to address changes in the Institute's focus and challenges. Its structure has also changed to better reflect MIT's composition and to create greater inclusion and responsiveness. In the past 35 years, the emphasis upon alumni membership, the addition of recent class representatives, changes in visiting committee procedures and reporting, the addition of CJAC, the creation of the MITIMCo, among many other actions, have reinforced that goal. One of my objectives as Chair is to increasingly assure that the Corporation truly reflects the composition and foci of MIT as we move forward. The changes in the Corporation's structure were intended to help us be more responsive to the needs and aspirations of the Institute leadership and the faculty. Throughout it all we have been assiduous in establishing a clearly understood bright line between oversight, advice and support on one side – and management and execution on the other. It is the view of the Corporation and its committees that the latter two are the responsibility of the executive leadership, the faculty and the staff. We work hard to keep that separation clear so that our support is not misunderstood in any way.

Most people associate the Corporation with fundraising, and it is a major part of the Corporation's activity. It has proudly provided leadership for raising money for MIT, as during the recent successful $2 billion campaign, when the campaign chairman was a prominent member of the Corporation and the Corporation Chairman, my predecessor, played an important role. Some $425 million (21% of the campaign total) was contributed by Corporation members. It was a truly great demonstration of leadership by example. Building annual financial support, especially of unrestricted funds, will continue to be a prime objective of the Corporation. In fact, the capability to support generously the Institute and its programs is a prime criterion used in selecting Corporation members. Our goal going forward is to build an even more active and engaged Corporation in this vital activity

The Corporation above all is extremely proud of the Institute's pre-eminence in education and research, and very appreciative of the great leadership – of the administration, faculty and staff – that has made it so. Our primary goal will be to continue to support you in a myriad of ways so you can continue to achieve your goals.

Editor’s Note: As a follow-up to his article on the MIT Corporation, Dana Mead has graciously agreed to be interviewed by the Newsletter over the summer, for publication next fall. Please submit any questions you’d like asked to: fnl@mit.edu.

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