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May 1, 2008, Conference Call
Participants: Bill Hutchinson, Tim Dreisbach, Marji Ross, Frank Gado, Bert Boles, Alex Mooney, David Gale
Unavailable: Kate Aiken, David Spalding, Cheryl Bascomb
a. Orator for the annual meeting, and related discussion.
b. Tim's motion on a press release, and related discussion.
c. Other business.
A brief discussion was held regarding an earlier suggestion to have counselor Robert Cary, from the law firm Williams & Connolly, be guest speaker at the Association's annual meeting.Frank had approached Rob with the idea; however, after giving the suggestion full consideration, Rob said, "it would not be a good idea" professionally.
Frank then informed the Executive Committee that he would be at the annual meeting. As the liaison between counsel and the Executive Committee he said he would be glad to answer any questions about the litigation.
Tim asked to postpone discussion about an orator until later in the meeting and moved to take action on his motion regarding his proposed press release:
Hanover NH, May 1, 2008:
The annual election of the Association's leadership has begun.While the Executive Committee of the Association remains firmly committed to open campaigning and unrestricted speech by all candidates and their supporters, several incorrect, false, and misleading statements have been made about the actions of the Executive Committee itself and its members.We feel an obligation to set the record straight on those allegations.
One slate of candidates, Dartmouth Parity, has implied in their campaigning that the Association polled alumni on the question of whether or not to pursue legal action in defense of maintaining parity on the Board of Trustees. This is incorrect. The Association did conduct an alumni-wide survey in which alumni responded that they were in favor of maintaining parity, by a margin of over 9-1. This information was provided as input to the Trustees. After the trustees announced their decision to eliminate parity, the timeframe for filing an injunction did not permit a second survey.
One organization of campaign supporters, Dartmouth Undying, has stated that all those in the Association executive committee majority who voted for the lawsuit also "asked the N.H. legislature to enact a law to give the state control over the Dartmouth College charter." This is a falsehood; only one of six spoke in support of this bill, and several others were openly opposed to the measure. The committee's documented deliberations reveal a desire by the majority for non-involvement. A minority request to take a stand of condemnation was defeated. Dartmouth Undying has endorsed candidates opposed to the pro-parity petition candidates, and in turn some of these opponents are listed as supporters of Dartmouth Undying.
Dartmouth Undying has also published a statement that the same six members of the executive committee "still refuse to disclose who is footing the bill" for the lawsuit. This is also untrue. Funds for attorney fees have been contributed by the Hanover Institute, a fact that was made public by these individuals after obtaining permission from the donor. The law firm has made clear that it takes direction only from our designated liaison, and that individual can act only on the approval of the Association's executive committee.
One member of the Executive Committee, the president, recently sent an email to all alumni using Association letterhead, criticizing a letter from six of his fellow members. Because they had also used Association letterhead, he falsely claimed their letter "purported to be from the Association" without there having been a formal vote. There was no such representation in the letter, which was explicitly signed by the six senders. President Hutchinson's letter was also sent without formal review or approval. A recent letter by twelve Dartmouth Trustees, on College letterhead, follows the same practice.
President Hutchinson went on to state that the Executive Committee made "one and only one" attempt to meet with the Board regarding the governance study. In fact there were many attempts to interact with the Board.Our formal letter of May 30 received no response. Written inputs from individual committee members received no response other than a courtesy acknowledgement of receipt. Chairman Haldeman met in-person only with president Hutchinson, having been informed that our president did not represent the opinions of the committee majority. One teleconference did occur during the last week in August, involving two trustees, but the committee was informed that the governance recommendations were essentially complete; there was no sit-down working session to consider alternatives. Shortly after the trustee decision was announced, several executive committee members made personal overtures to various Board members suggesting legal action would be held in abeyance, if the Board would postpone implementation of their plan during a mediation process.These overtures were rejected.
We hope the above provides clarification specific to the actions of the executive committee.On behalf of the entire Association, we encourage all alumni to participate in these elections, with an informed and thoughtful mind.A high turnout percentage will demonstrate the engagement of Dartmouth alumni in the College they love. A majority mandate, one way or the other, will be a major step towards a constructive future.
Tim then opened discussion regarding actions of the Balloting Committee: 1) to correct for accuracy the official candidate campaign statements; 2) recognition that the Balloting Committee could not conceivably monitor/vet every subsequent candidate commentary, as that would be an insurmountable task and would appear to censure free speech and open campaigning. Tim noted that Bill had laid out that position which had prompted him to draft his motion, an obligation to clarify past actions of certain members of the Executive Committee.
Tim's motion asked that his clarifying press release be issued in The Daily D, Dartmouth Review, AoA Blog, etc. It would be a general press release from the Executive Committee. Tim asked for comments. Marji asked that the phrase "however the survey didn't ask specifically about the law suit" be added. Marji retracted her suggestion when Tim explained his reasoning for the original wording. Marji feels this motion is very important to set the record straight as there is confusion out there.
Bill asked if all are for this motion. He explained that he is not voting and will remove himself from the meeting. A quorum will be had with David Gale voting [David is not on the call but had given his proxy to Tim].
Bill stated he would hand the meeting over to Frank to take the vote. He commented further that he had not bothered to go through every word of this motion, noting there are serious differences about some events; the need to consider the lawsuit update letter, which influenced his; the need to correct both letters if any corrections are to be made.For example, Meacham's list of 50 plus problems with the update letter had not been addressed. Tim stated there is a huge distinction between trustees that alumni vote for and those appointed by charter, even though both are elected by the Board. Bill emphasized there are no non-elected trustees. Frank spoke about not having a requested audience with the Trustees but the AoA president had. Bill assured Bert that he did not agree with an advertisement connecting the members of the lawsuit with the actions of the NH legislature. Bill handed the meeting over to Frank, asked that he be called after the vote was taken, and then dropped off the call.
Alex spoke of accusing Bill of obstructing the vote as it did not have a quorum. It was explained that Tim had David Gale's proxy, thus making a quorum.
Frank Gado called the vote: Tim Dreisbach, yes; David Gale yes; Alex Mooney, yes; Bert Boles, yes; Marji Ross, yes, Frank Gado, yes.The motion passes six to zero.
Frank expressed the importance of the AoA disseminating the press release as broadly as possible including through the College listserv. Discussion regarding contacts followed: Tim will correspond with The D and The Review and Power Line, and Frank will cover Bloomberg. Marji will cover the Wall Street Journal and NY Times. Marji will assist with Association letterhead formatting (cut & paste).
Alex dropped off the call and gave Frank Gado his proxy.
Frank expressed his disapproval that the AoA had previously been denied use of a "College" listserv but President of the AoA, Bill Hutchinson had not.
Frank commented that when we (AoA) had asked last summer to communicate using the College listserv, that media was denied. Shouldn't it follow that the Silverman and Hutchinson letters should fall under the same rules?
Tim then called Bill Hutchinson to rejoin the conference call.
Bill was given the results of the vote, 6 to 0.
Frank proceeded to discuss his previously emailed motion with regard to what groups or persons were entitled to use College supported listservs:
"The Executive Committee of the AoA hereby censures the Office of Alumni Relations for providing its listserve and postal addresses to some members of alumni groups while denying those same means of access to other duly elected officers."
David Gale joined the call and was brought up to date on committee proceedings.
Bill stated he did not know the College's reason for banning the use of an alumni listserv.
Frank stated that when we asked to communicate our letter last summer we were told by the College we could not use its list serve. That same rational should have disbarred the Silverman and Hutchinson letters.
Bill told Frank he was under the impression that it was because we are plaintiffs in the lawsuit.
Bill asked Frank if they had asked for permission to use the College listserve to send the lawsuit update letter. Frank had not.
Frank said that on its face there would appear to be preferential treatment for one point of view over the other.
Bill asked Frank if this was surprising given a segment of the AoA had sued the College.
Tim spoke of the College posting and publishing information about lawsuit.Bill reminded Tim it was for the public record. Tim said they had no obligation to post it on the web if it was public record already.
Marji left the call and gave her proxy to Tim. She supports Frank's motion.
Frank stated, "We are censuring a judgment of the Office of Alumni Relations."
Bill opposed Frank Gado's motion. It is not our position to censure the office of Alumni Relations. That is a bit haughty.
Frank Gado responded, "Whom else would we censure?" Tim then stated, "This directly impacts us. Bill you could have censured the NH Legislature." Bill responded, "Tim, I would have if they were trying to affect Association business." Tim replied,
"I am not responsible for the College but for the Association."
Bill asked, "Why would you give a megaphone to someone who is suing you?"
David Gale responded, "You are the president of the Association of Alumni, you have a megaphone." Bill, answered, "Because I am supporting their position." Frank Gado added, "We are part of the College, by agreement we are part. Tim asked, "Why do you have the megaphone?" Bill stated that he could only offer his opinion why.
Bill added, "You are all being blind to the situation. It's ridiculous that you should think you could have resources." Tim feels it is ridiculous that Bill got the megaphone.
Frank Gado stated, "We had to use other resources. In order for the AoA to carry out its duties, it presumes it has certain powers and obligations. Either you speak as President of the Association or not. If you are, the rules apply to you, Bill. The issue is they gave you resources."
Bill said, "Look at it this way. If part of the AoA says this is what happened and spreads their word, and the other part says, no, this is what happened, then that should get out as well.
Frank Gado reiterated, "We were denied access up front. Suddenly those other reasons evaporate when it is you.
Tim then noted that David Spalding had stated the earlier communique had been redundant.
Frank Gado: If you have a rule, it should hold.
Tim asked to amend Frank's motion; the reason for censure is because they provided the list to the president of the Association (and to members of alumni groups on a selective basis). Tim will vote based on that understanding.
The vote was called:
Yes:Frank, Alex, Bert, Marji, Tim;
David Gale abstains;
No; Cheryl Bascomb, David Spalding, Bill Hutchinson.
5 to 3 with one abstention.
A representative from Williams & Connolly will not be at the annual meeting; however, Frank Gado will be ready to answer questions. Bert concurred with Rob Cary's decision.
Discussion returned to having an orator/speaker for the annual meeting. Tim stated this could be a positive for the Association, especially with the meeting being during reunion week.Additionally, he suggests an orator not related to the current dispute.
Bill then asked all committee members to forward their suggestions for a speaker as quickly as possible.
Frank proceeded to suggest: Dartmouth professor Murphy, John Appleton, Harry Lewis and Alvin Kernan.
Bill recommended the need to check with the Leadership Unit regarding the length of the annual meeting.
Frank offered to follow up with his suggestions of orators.
Jon Appleton, for reasons of his departure from the College, was not recommended.
Tim would like support from college to publicize the annual meeting speaker as part of reunion week. Choice of speaker should have no political agenda.
Bill will contact Lynne re amount of time available for a speaker during the annual meeting.
The committee decided not to convene for a conference call the following Tuesday.
A brief discourse was had regarding counsel fees on both sides.