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November 6, 2007, Conference Call

Participants: Bill Hutchinson, Kate Aiken, Frank Gado, Alex Mooney, Tim Dreisbach,
David Spalding, Cheryl Bascomb

Proxies: David Gale to Tim; Alex to Frank (if he can't attend or drops early); Marji to Bert then Tim; Bert to Frank.

Minutes of October 18 - Frank moved to accept, Cheryl seconded.Unanimously approved.

Old Business

a. Executive Committee Meeting minutes availability.

Tim has spoken to David Gale.There are alternatives that David has looked at to create a site to post these. Some would cost up to $200.There is $3,700 in the treasury. Tim proposed that David spend $200 to get something started on a separate site, and that Frank be reimbursed up to $3,000. Frank brought up management of the current site.

Tim moved that David Gale be authorized to spend up to $200 to establish a web site for the Association to be used to post notices, comments, and the minutes of the Association Executive Committee with a separate area within the site for interactive discussion among alumni. Frank felt at least one officer should have to approve anything that is posted on the site. Frank feels both sides are posting irresponsibly on the current blog. Bill asked about a free site.Tim said those would require ads. Frank seconded the motion.

No: Bill, Kate, Cheryl, David Spalding

Yes: Alex, Tim, David Gale (by proxy), Frank, Bert

Abstain: Marji

Tim asked if the minutes should be up on the College supported site. Frank has no problem with that since it would now be on both sites.

Tim moved that until the new site is created that the minutes of the Association Executive Committee from the time this group began meeting be posted on the Association web site maintained by the College. Alex seconded.Unanimously approved.

b.Update on AOA-AC Nominating Committee work and 10/29 meeting.

Discussion ensued.

c.Lawsuit Update

Frank provided an update to the group. He then proposed the following motion:

Resolved, that the following letter be issued to the attention of all alumni:

Dear fellow Dartmouth alumni:

As the members of the Executive Committee of the Association of Alumni of Dartmouth College who are opposing the trustees' planned governance changes, we write to update you on recent developments.

As you know, the trustees announced in September that they intend to reduce from one-half to one-third the portion of trustees elected by Dartmouth alumni (excluding New Hampshire's governor and the College's president, who serve ex officio).The trustees also stated that they may reduce the portion of alumni trustees even further in the future.

In the weeks before the trustees' announcement, ten of the eleven members of the Association's Executive Committee issued a statement strongly urging the trustees not to depart from the 1891 agreement between the Association and the trustees, under which Dartmouth's alumni select one-half of the trustees.The Executive Committee--the only body directly chosen in an election in which all 68,800 Dartmouth alumni may participate--declared that reducing the percentage of alumni trustees would not be in the best interests of Dartmouth College, its students, or its alumni.

When the trustees announced that they would proceed with the governance changes notwithstanding alumni sentiment, the Association filed a petition asking the Grafton County Superior Court for a judicial opinion as to the propriety of the planned governance changes under the 1891 agreement.The Association also asked the Court for a preliminary injunction to preserve the status quo, pending resolution of the matter, and, in particular, to prevent the alteration of the board's membership at the board's scheduled November 9, 2007 meeting.

In response to the Association's request for a preliminary injunction, the trustees announced on October 26, 2007 that they will delayimplementation of the governance changes until February 2008, effectively consenting, for the time being, to the relief sought in the Association's request for preliminary injunction.The Association's request for a judicial opinion as to the propriety of the proposed governance changes remains pending.

We hope for a speedy resolution of this matter.We believe that the selection of one-half of the trustees by Dartmouth alumni remains vital to ensuring that Dartmouth remains America's finest undergraduate college.We also believe that those who love Dartmouth the most--its sons and daughters--should continue to share responsibility for its future.We again urge the trustees to reconsider the decision to reduce the prominent role that alumni trustees have played on Dartmouth's board since 1891.


Alex said that we should simply include this in the minutes and let people read it that chose to. Tim seconded Frank's motion.

Yes: Frank, Alex, Tim, David Gale, Marji, Bert

No: Bill, Kate, Cheryl, David Spalding

Bill discussed his request to Williams & Connolly for a copy of the Engagement Form and the Consent Form signed by the Association. Frank indicated the lawyers are working on a response that Bill should receive in the next three days.

New Business

*Bill asked if people were planning to run again.

Alex intends to run. Frank doesn't know. Tim doesn't know, but he wonders if we don't need to have people on the official slate who agree to be webmaster, head of communications, etc. Tim agreed to work on some guidelines to that effect. Bill said he believes if people want to run again that they should be allowed to do so. Cheryl hasn't decided. Kate hasn't decided. David Spalding said he was still thinking, but was reluctant to change history by not running.

* Bill reported that John Donahoe brought him up-to-date on his committee. Bill reported that John is determined not to have his committee deal with governance. Instead, he felt that they would identify three issues each year of concern to the alumni and work to inform alumni about the concerns. Discussion ensued.

One of John's issues is the distinction between a research university and an undergraduate college. Frank is heartened that John identifies this as an issue, but he is concerned that the Council is proceeding without working with us. Tim feels we owe it to our constituents to propose an apparatus we believe in to properly represent them.Discussion continued.

Frank feels the College has erred in not being willing to talk to both sides of the issues.

*Bert's motion was moved; Frank seconded the motion to adopt the following message to send to the Council and the Trustees:

Dear Members of the Board of Trustees,

Thank you for the opportunity to respond to your request for suggestions on channeling alumni feedback to the Board. We have tried to fill this role since the election of the present Executive Committee of the Association of Alumni. Of course, with the number and geographic dispersion of alumni, canvassing opinions takes considerable resources, and the College has declined our requests to be furnished with either access to its e-mail or mailing lists, or to furnish us with a budget for developing our own lines of communications. We continue to believe that, as the only body whose entire membership is elected by the entire alumni population, the Association's Executive Committee remains the most appropriate and legitimate channel of formally gathering and transmitting alumni viewpoints to the Board. We understand that in the present environment this structure is unlikely to be accepted by the Board, and so in the spirit of cooperation we are willing to support the formation of a liaison group of six alumni, four of which are chosen by a vote of the Executive Committee of the Association. The other two members could, for example, be selected by the Alumni Council.

Tim said Bert originally structured this with no Council representation. Tim asked him to include the Council because Council representatives do bring voices of groups that may not be in the majority of alumni, but that Council members on this joint committee should be in the minority and the AoA Executive Committee in the majority because AoA Executive members are truly elected by all alumni and represent the majority of all individual alumni while Councilors may not.

Also a smaller committee is more workable. Discussion continued.

Yes: Frank, Alex, Tim, David Gale, Marji, Bert

No: Bill, Kate, Cheryl, David Spalding

It was agreed that Bert should convey this because it's his motion.

*Motion moved by Cheryl, seconded by Bill.

Resolved that the Association of Alumni Executive Committee deems efforts underway in the NH State Legislature that seek to repeal the right of Dartmouth College to amend its charter without state involvement to be intrusive and unnecessary.We do not support any such effort.

Tim is trying to understand this issue and he is concerned. However, he would be concerned about what Williams & Connolly thinks about this. Frank feels it's a legitimate question for the legislature in part because the Governor sits on Dartmouth's board. Frank feels it's complicated.Bill asked if this shouldn't be seen as an assault on the College's independence.Frank disagreed and felt U.S. Senator Charles Grassley has stated concerns about higher education and this should be explored. Bill feels it is meddling; Frank disagrees. Cheryl feels we're making a statement that we are in support of the College; Frank feels Dartmouth is not as independent as Colby Sawyer. Frank felt that perhaps we should wait for things to be more developed. Bill felt it was about time the State got out of it when they did it in 2003. Frank felt this was precipitous and we should hear arguments on both sides before deciding. Tim asked to change that it be "may be intrusive" not "to be intrusive." Cheryl considered it, but would not make the change.

Tim became concerned once he learned that the Board had to approve a change to the charter to expand the number of trustees in September. Bert joined the call briefly at this point, and, after asking some questions, he indicated that while he shares some concerns that Cheryl has, he feels that he cannot vote for this because of his fundamental views about parity and how this would be spun. Tim was considering voting in favor to show our independence from whomever is behind the legislative initiative. But now that he understands that a charter change was required in September he feels he can't support it.

It was suggested that we vote now and consider this again as more information comes to light.

Yes: Bill, Kate, Cheryl, David Spalding

No: Frank, Alex, Tim, David Gale, Marji, Bert

Bill mentioned that some of us met with Palaeopitus, which is working to gather student opinion on critical issues. Bill indicated to them that we would discuss this. Tim felt it was confusing that the Student Assembly isn't involved, but he felt we should help them. It was agreed that we would wait to see what they do next.

The following motion was proposed by Frank, seconded by Alex.

RESOLVED: Whereas the Dartmouth Alumni Magazine declares that "the purposes of the Magazine are to report news of the College and its alumni, provide a medium for the exchange of views concerning College affairs, and in other ways provide editorial content that relates to the shared and diverse experiences and interests of Dartmouth alumni," and Whereas Ann P. Duffy, the chairman of the editorial board, has described the DAM as "an independent publication with a mission to inform Alumni and other reader constituents interested in knowing more about Dartmouth, including broad and varied subjects relating to the college, the faculty, the students, and most importantly, the Alumni," the executive committee of the Association of Alumni urges that those responsible for the content of the magazine devote far more attention to news of the Association and Alumni Council and to a broad presentation of views regarding relations between the alumni and the College. In the interests of greater balance, the Executive Committee requests that it be permitted to add at least one of its members to the magazine's board. We ask, further, that the editorial board discuss its policies with the executive committee with the aim of promoting a more informed and sophisticated alumni electorate.

Frank feels we need to remind the Magazine of its mission. It does not help that Sean Plottner is not an alumnus and that he does not believe these governance issues are of interest. Frank feels all of the powers of the Council derive from the Association. While he supports some of its aims, Bill opposes the motion because it is not an appropriate way to approach the DAM and it is likely to be counterproductive in efforts to get them to do more reporting in the area of alumni governance.

Yes: Frank, Alex, Tim, David Gale, Marji, Bert

No: Bill, Kate, Cheryl, David Spalding

Tim feels that the College's position in the Speaking of Dartmouth sent today is despicable because it does not properly describe what the Board has actually done in response to the suit.

The meeting was adjourned at 7:15pm.

Respectfully submitted,

David Spalding
VP for Alumni Relations