August 23, 2007, Conference Call
Participating: Kate Aiken, Bill Hutchinson, Frank Gado, David Spalding, David Gale, Marji Ross, Cheryl Bascom, Alex Mooney, Bert Boles
Unavailable: Kathryn Wallop, Tim Dreisbach
Proxies: Kathryn to Marji; Tim to Bert
The meeting was called to order at 12:07 p.m.
Bill raised the question that has been on the blog about whether Frank has a conflict of interest by serving on the board of the Hanover Institute and the Executive Committee.Frank denied a conflict and said he would put his loyalty to the Association ahead of the Hanover Institute.Bill Hutchinson told us that he resigned as an officer of DAOG, so he would have no conflict with the Association based on that.David Spalding said that his position with the College was fully disclosed to the voters and they decided on the conflict when they voted.
Bill made the following motion:We the Executive Committee of the Association of Alumni recognize that Frank Gado holds a position on the Board of the Hanover Institute while he is serving as an officer and director of the Association.We do not deem this to be a conflict of interest.Kate Aiken seconded the motion.
Voting "yes": Alex Mooney, David Gale, Bert Boles, Marji Ross, Tim Dreisbach, Kathryn Wallop, Cheryl Bascomb, David Spalding (8); recusing himself: Frank Gado (1); voting "no": Bill Hutchinson (1).
Alex moved that the minutes of 8/7/07 be accepted.Frank seconded the motion, which then passed unanimously.
*Balloting Committee update: Bill and Alex met.The committee has a meeting pending with the Alumni Council's Nominating and Trustee Search committee in early September.
*Governance Committee update: the committee has not yet met.
*A letter to the Alumni Council president was composed and emailed during the previous weekend.
*Marji used regular mail to send the letter to the Governance Committee of the Board of Trustees on Monday.
*Letter/survey update revealed a lot of letters have been returned due to bad addresses.Nine to one are in favor of the questions.About 4,200 replies have come in.Frank doesn't have the figures to look at pricing.Alex moved that the day after august 27, 2007, Frank would inform the alumni of the results by posting it on the Association website and the blog and sending it to the trustees.Marji seconded the motion, which was unanimously approved.
*Haldeman meeting update: Trustee Ed Haldeman, Rick Silverman and Bill Hutchinson had dinner on 8/20/07. Bill provided a brief summary of the dinner.Discussion ensued.Marji said she was very disappointed in Bill for writing the editorial in the Dartmouth.Alex doesn't agree with what was in the editorial either.Cheryl feels others have taken a similar public position.Bert feels there are people who love the College but disagree with the direction it is taking and feel they're not being heard.Bill said he encouraged Ed to meet with people of various opinions.
*Kate dropped off the call and gave her proxy to Bill.
*Frank offered his motion and Alex seconded the motion.David Gale felt it was premature and that he would not put Frank in this role.In preparation for this motion Frank has had some discussions and there is a prestigious firm that will take this on.Given division in the committee, the firm wants one person or a concentration of people to be their client.Marji asked about prior counsel withdrawing.Frank feels we are being forced to do this by the way it's being handled.There were joint meetings to complete the 1891 agreement and that should happen again.There is an imbalance of power and we need to balance that.The firm he's talked to is Williams and Connolly, and Frank has talked to two Dartmouth alums there.They worked on the Duke lacrosse case.Bert feels we need to move quickly if the board takes action.We need to have a position prepared to support the 1891 agreement.We owe this to our constituents.Bert added to this motion and Frank agreed. Williams and Connolly expects to be paid.They probably wouldn't do it on a pro bono basis.
In response to a direct question from David Spalding, Frank stated that he has not discussed the matter of engaging a law firm with any of the trustees.
Bert proposed a further amendment which Frank agreed to. The revised resolution follows:
RESOLVED, that the Executive Committee hereby designates Frank Gado as Liaison for Legal Affairs ("the Liaison"), and that the Executive Committee hereby delegates to the Liaison the full power and authority to retain on behalf of the Association of Alumni, on terms established in the Liaison's discretion, outside counsel and other advisors as the Liaison may deem appropriate; and the Liaison is authorized to oversee and direct the work of such representatives, on behalf of the Association of Alumni, including preparing for potential litigation, as the Liaison and the representatives may deem appropriate to protect the role of Dartmouth alumni in College governance, including the right of Dartmouth alumni to select one-half of Dartmouth's non-ex officio trustees, and to ensure that alumni voting power on Dartmouth's Board of Trustees is not abridged or diluted.
This resolution does not authorize the filing of a lawsuit.Such a filing would require a further resolution of the Executive Committee.
The sense of the Executive Committee is that a duty is owed to our constituents to apprise the Association of the legal rights of alumni and, in the face of uncertainty about possible actions to undermine those rights, and the potential timing of those actions, to be prepared to defend those rights.It is the fervent desire of the Executive Committee that no legal recourse become necessary, and discussions, in good faith, with elected alumni representatives will take place with ample time prior to any Trustee vote to change the alumni role in College governance.Voting "yes"(6): Alex Mooney, Bert Boles, Tim Dreisbach, Marji Ross, Kathryn Wallop, Frank Gado; abstaining (1): David Gale; voting "no"(4): Cheryl Bascomb, Bill Hutchinson, David Spalding, Kate Aiken.
*Post-September communication's vehicles:discussed with Ed Haldeman and Rick Silverman were how the Board's decision should be communicated.Bill is looking for suggestions.
*Marji dropped of the call and gave her proxy to Bert.
*Frank moved his motion and Alex seconded it:
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.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.
Discussion ensued. Bert felt this resolution needed to be redrafted and Frank agreed to withdraw it.
The meeting was adjourned at 2:10 p.m.
Secretary-Treasurer, Association of Alumni
Vice President for Alumni Relations