The Corporation has a bicameral structure, composed of a 12-member Board of Fellows and a 42-member Board of Trustees. The responsibilities of the Corporation are set forth in the Charter of Brown University granted by the Colony of Rhode Island and Providence Plantations in 1764. As stated by Henry Wriston in The Structure of Brown University, "It is our fixed star; we can do nothing that contradicts its prohibitions or transgresses its grants of power."

The charter originally provided for a 12-member Board of Fellows and a Board of Trustees of 36. It provided further that eight of the fellows should always be Baptists and the rest "indifferently of any or all denominations." The University’s president was always to be a fellow and always a Baptist. Of the 36 trustees, the charter provided that 22 should be Baptists, five Quakers, four Congregationalists, and five Episcopalians.

Charter Amendments

In 1926 the charter was amended to provide for six additional trustees, bringing the Board of Trustees to its present number of 42. These six were to be elected "without regard to denominational or religious affiliations." At the same time, the qualification that the president must be a Baptist was removed. In 1942 a further amendment to the charter removed all denominational qualifications for service on the Corporation.

Alumni Elected Trustees

Of the 42 trustees, 13 are elected by alumni pursuant to an agreement between the Corporation and the Alumni Association. These 13 trustees include the current and two past Brown Alumni Association chairs, and 10 others elected to six-year terms. In 2016 two trustee slots were reserved for alumni who received their degree from Brown within zero to three years of election. These “new alumni trustees” are elected by undergraduate, graduate and medical students in the final year of study, and undergraduate, graduate, and medical alumni one to five years after their date of graduation.

Diversity in Trustee Composition

The remainder of the trustees are nominated by the Corporation’s Committee on Trustee Vacancies. Careful selection of internally nominated trustees and those elected through the alumni ensures that Corporation members have the professional and personal backgrounds needed to meet their fiduciary and oversight responsibilities.

Election of Trustees and Fellows

The election of both trustees and fellows is by the full Corporation. The Statutes of the Corporation provide that "each person elected to the Board of Trustees shall serve no more than two non-consecutive six-year terms, except in unusual circumstances." Until 1981 members of the Board of Fellows were elected for life. Since that time, by action of the fellows, they have been elected for terms of 11 years. In May 2007, the fellows established a limit of one term.

Governing Bodies and Committee Membership

In addition to the president, who, as stated above, is always a fellow, the charter provides for the election of Corporation officers: a secretary from the fellows and a chancellor, a vice chancellor, and a treasurer from the trustees. These officers form the Senior Administration Committee which serves to advise the president, review her performance annually and set goals for the coming year. Further information about committee membership and terms of office can be found in the Corporation Statutes.