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September 4, 2007, Conference Call
Present: Alex Mooney, Kathryn Wallop, David Gale, Bill Hutchinson, Cheryl Bascomb, Frank Gado, David Spalding, Tim Dreisbach, Marji Ross, Bert Boles
Proxies: Kate Aiken to Bill Hutchinson
Agenda
1. Minutes of August 23, 2007:
The minutes of the August 23rd meeting were brought up.Frank moved and David Gale seconded their approval.The minutes were approved with Bill, Tim and Kathryn abstaining.
2. Old Business:
a. Balloting Committee/annual meeting
Still no decision on an annual meeting date.Some want June.Frank supports that.Tim feels we should stand by the constitution unless there are compelling reasons not to.David Spalding was concerned that only older essentially all male classes would be there at that time.The feeling was that no time was good for all.David stated that a weekend day would at least allow Upper Valley Alumni to attend.Frank said that was part of the problem with Upper Valley alumni advantaged by being able to attend the meeting and packing the room.
Frank moved that the annual meeting be held on the date specified in the constitution which would be June 10, 2008.Marji seconded the motion.Voting yes: Alex Mooney, Kathryn Wallop, David Gale, Cheryl Bascomb, Tim Dreisbach, Marji Ross; voting no:
Bill Hutchinson, David Spalding, Kate Aiken.
Bill discussed the Balloting Committee potentially meeting with a subsection of the Nominating Committee next week.Tim wondered how broad a meeting it would be.Bill said there is no agenda, that Jeff Weiss has not been available to discuss this further.Discussion ensued.
b. Governance Committee
Frank sent an email to the committee today with language for the constitution for all media election of officers.Frank is looking for email reactions.Tim wants his thoughts about changing the rules for trustee nomination considered as well.
c. Survey data to Trustees
Survey data to trustees was received and included in the Trustee packet.Discussion ensued about the meeting with trustees Ed Haldeman and Christine Bucklin.Bill asked about the competitive bid for the survey.Marji does have it with an estimate on a 50,000 piece mailing.Frank said 55,000 were sent out.Marji will send the estimate out to us.
Bill asked Marji if she had a competitive quote yet.She confirmed she did. She had contacted a couple of printers and had gotten the cost per piece for a 50,000 piece mailing.Frank reminded her that 55,000 pieces were mailed.Marji felt the difference would be minimal.She was not able to find the email with the quote however.Bill asked her to forward the information to the committee when she found it. Marji agreed to do that.She noted she had not compared the two quotes.She also didn't think she had received Frank's invoice which he said he had mailed to her.
d. Legal Representation
Frank has had several conversations and the firm is working ahead.A preservation of documents letter has been sent to Dartmouth College. Frank has advice from attorneys to not discuss liability to the Association.Charges so far will be taken care of another way.We will not get a bill at this point and the committee would need to vote to pay any amount to the law firm.Cheryl and Bill expressed great concern over a lawsuit and the ramping up here.Frank said he doesn't want to sue.Tim said no side wants to, but this is a way to signal concerns quietly.David Spalding pointed out hundreds of people know about the preservation of documents so this isn't quiet.Tim said if the board will work with us on election, maintain parity, and have alumni elected trustees on an Executive Committee, then there is no need for a lawsuit.If they don't, then we have to consider all measures to preserve alumni rights.Frank believes legal action has been threatened by the College against this committee.Bill Hutchinson does not believe that is the case.Frank assured us he does not want a lawsuit, but he will not lie down for the tanks.Bill is concerned about the lack of transparency on actions and payment of the law firm.
David Spalding moved that Frank Gado, our liaison for legal affairs, be completely transparent with the Executive Committee about how Williams & Connolly is being compensated for their work on behalf of the Association.Bill Hutchinson seconded the motion.
Frank raised concerns based on the motion of last meeting and reasons he can't go into.Tim wanted it clarified that we are not on the hook for any costs.Frank said the time being billed now by Williams & Connolly will never be billed to the Association.Bert will vote against the motion because we have someone with a conflict of interest, David Spalding.There may be things we do that are opposed to the College and it was right for us to pass motion last time because two people, including Bill, have a conflict of interest with the rest of the committee.We can't share all of the legal information.Bill said the actions are being taken by the Association and these actions should not be hidden.David Gale felt the concern was regardless of how David Spalding personally felt, he could be compelled by his employer to disclose anything which was discussed among the committee, even if we felt that information should be kept confidential from the College. Frank wouldn't disclose how they are being paid to Bill or Cheryl either.Frank said you can't run committee by consensus.
Voting yes: David Spalding, Bill Hutchinson, Kate Aiken, Cheryl Bascomb; voting no: Frank Gado, Alex Mooney, Kathryn Wallop, David Gale, Tim Dreisbach, Marji Ross, Bert Boles
Alex moved that Dartmouth College be requested to be completely transparent about how their counsel is being compensated for their work on behalf of the College in matters related to a potential lawsuit related to the Governance Committee study.Tim Dreisbach seconded the motion.
Alex believes that the College should be more transparent on these matters.Frank said it is clear alumni members are paying the College's bill.Bert is opposed because we have been assertive about opening up this process but as to their lawyers; people need to seek advice and it should be information kept privileged.
Voting yes, Alex Mooney; voting no: Kathryn Wallop, David Gale, Bill Hutchinson, Cheryl Bascomb, Kate Aiken, David Spalding, Tim Dreisbach, Marji Ross, Bert Boles and abstaining: Frank Gado.
3. New Business:
a. Post-Trustee Meeting Communications
Some would like this committee to have a discussion with Ed Haldeman as soon after the BOT meeting as possible so we can then decide what to do.
Marji moved that we request a briefing on the board meeting and a discussion with Ed Haldeman or a board representative as soon as practicable after the meeting.Alex seconded the motion.Voting yes: Alex Mooney, Kathryn Wallop, David Gale, Bill Hutchinson, Cheryl Bascomb, Tim Dreisbach, Marji Ross, Bert Boles; abstaining: Frank Gado and David Spalding.
4. Other Business
Marji moved and Kathryn seconded her motion that the results of the Associations survey be released in the attached press release.It was discussed what to do with it in addition to posting it on the blog.David Spalding pointed out it's 6% of the alumni who want to keep the right to elect trustees and not 92%.Tim indicated we should not take changes from people who won't then vote for it.David Spalding said that is not in line with Roberts Rules.David Spalding also indicated the title was misleading, but no one agreed.Marji will try to get it on the newswire if there is no charge. Bert left his proxy with Marji for the duration and Kathryn left hers with Frank.
Voting yes: Frank Gado, Tim Dreisbach, Kathryn Wallop, Marji Ross, Bert boles, David Gale, Alex Mooney; voting no: Cheryl Bascomb, David Spalding, Kate Aiken, Bill Hutchinson.
It was recommended that Bonnie should contact all to see if anyone will be in Hanover during the September to November timeframe.
The meeting adjourned at 9:59 p.m.
Respectfully submitted,
David Spalding
Secretary-Treasurer
Vice President for Alumni Relations
# # #
Attachment: Press release
FOR IMMEDIATE RELEASE
Contact: XXX XXX-XXXX
92% OF DARTMOUTH ALUMNI WANT TO KEEP
RIGHT TO ELECT TRUSTEES
Hanover, NH (September 4, 2007)--Ninety-two percent of Dartmouth College alumni responding to an opinion survey say they want to keep their right to elect one-half of their alma mater's trustees, a right they have enjoyed since 1891. The Association of Alumni of Dartmouth College, through its Executive Committee, conducted the survey via U.S. Mail.
On September 7, Dartmouth's board of trustees will consider a report from its Governance Committee that many involved alumni fear may restrict alumni's role in the selection of future trustees and could dramatically affect the composition of the board.
The Association received 4,156 responses from alumni during two weeks in August. The first statement on the survey read:"I believe that the Board of Trustees should maintain its current balance of 50% charter trustees and 50% directly-elected alumni trustees (excluding the two ex officio positions)."
Of the 4,062 who indicated agreement or disagreement, 3,740 (92 percent) were affirmative.
A separate second sentence stated: "any concerns over the process of electing alumni trustees should be referred to the leaders of the Association of Alumni as the only representatives to have been duly elected by all alumni." 3980 answered; of these, 3638 (93.7 percent) expressed agreement.
The Association attempted to reach all living alumni, but the Dartmouth Administration's refusal to permit use of current alumni mailing lists hampered the effort.Nevertheless, the Association's survey was mailed to more than 55,000 of the 67,000 living alumni, though a few thousand envelopes were returned because the addressees had either moved or died.
"We were told our poll was unwarranted because it was 'duplicative,'" said the Association's Second Vice-President Frank Gado, a 1958 graduate, "but we needed to poll our membership to fulfill our fiduciary duty to represent their interests. The mandate the alumni have given us couldn't be more forceful."
Dartmouth College is the only American institution of higher learning that allows its alumni to select half of its leaders. Reports that a select group of Dartmouth Trustees were spearheading a change in this policy have stirred up emotions among many alumni.
"Dartmouth men and women have traditionally been the most loyal and zealous alumni in the nation," Gado continued. "They treat their alma mater with respect, and they expect their alma mater to honor them in return. We sincerely hope sane heads will prevail."
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For more than a century and a half, the Association of Alumni of Dartmouth College has been the primary representative of Dartmouth men and women. Its eleven-member Executive Committee is the only body elected by all of the alumni.