August 7, 2007, Conference Call
Participating: Bill Hutchinson, Frank Gado, Tim Dreisbach, Alex Mooney, David Gale,
Kathryn Wallop, Marji Ross
Unavailable: David Spalding, Cheryl Bascomb
Proxies: Marji for Martin Boles, Bill for Kate Aiken
Bill opened the meeting by apologizing for getting the agenda out late; Frank noted he had not received either the agenda or the minutes from the 7/19 conf call; others noted they had received the minutes; Bill reviewed the circulated agenda:
1. Vote to name Marji as Secretary Pro Tem for this meeting
2. Approval of minutes from 7/19 conference call
3. Old Business, such as Balloting and Governance Committees
4. New business, including several motions circulated via email prior to this call
1. Marji as Secretary Pro Tem
Alex Mooney moves, with several Board members seconding, that Marji be named Secretary Pro Tem for tonight's meeting (and related follow-up business); motion passes with unanimous approval (9-0)
2. Review and Approval of Minutes from 7/19
Tim asks about changes he had suggested, and Bill relates that Sally said she had reviewed the transcripts but did not find the need for the changes suggested by Tim.Discussion ensues over what was said on the 7/19 call by David Spalding regarding the College's position vis-a-vis "friends of" groups.Tim notes that he recalled David Spalding had made a "blanket statement" about the College placing a moratorium on recognizing or permitting the formation of new "friends of" groups.Tim adds that he noted on our 7/19 call that the AoA is not an organization within the College, and therefore does not need permission to establish a group or account whose name includes "Friends of."Kathryn and Marji agree they recall the discussion Tim referred to.
Tim proposes a change to the minutes, at the bottom of page 3, after "...the Association is not a separately incorporated entity,"-- to insert the following:
Tim Dreisbach noted that the College's moratorium on "friends of" groups refers to organizations within the College, not outside the College, and therefore that moratorium does not apply to the AoA.
Tim so moves, Kathryn seconds.Motion passes 6-2-1, with Frank, Tim, Alex, Kathryn, Marji, and Bert voting yes; Bill and Kate voting no; andDavid Gale abstaining.
David Gale then brings up a change he requests to the minutes: he points out that he had asked, before he dropped off the 7/19 call, for the record to show the following:
"David Gale registered his disgust that the College would prevent the Association from having access to its members."
David so moves, Frank seconds.Motion passes unanimously (9-0)
Tim points out that Bert is spelled with an "e" not a "u" and asks that this be corrected in the minutes, and going forward.
Tim asks why it's necessary in the minutes to repeat David Spalding's comments about holding off the mailing; discussion ensued, Board agrees not to make this change without David Spalding present on this call. No vote.
Alex moves acceptance of the minutes as amended, David Gale seconds.Motion passes 8-0-1, with all voting yes, except Frank, who abstains because he has not received and reviewed the minutes.
3. Motion on Changing Quorum
Frank requests that we take up Alex's motion now, and Board agrees.Alex moves that a quorum be changed from the super-majority of 8 to a simple majority of 6.Frank seconds.
Discussion ensues in which Alex explains that his legislative experience suggests a simple majority is best. David Gale explains that he suggested 8 because 6 seemed so few, especially with use of proxies. Bill recalls that quorum of 8 was decided in context of 3 people being able to call an emergency meeting. Tim explains that the reason he favors a 6-person quorum is that an 8-person requirement effectively allows the minority to block the will of the majority simply by not showing up, particularly when there is an issue of urgency. Kathryn adds that she was concerned last week that there was an effort to do just that.Frank adds that enthusiasm for "terrific attendance" may be waning, which is another good reason to adopt a 6-person quorum rule.He also adds that, according to Robert's Rules, any questions decided at a meeting where someone is not present can be reopened at the next meeting when that person is present.
Motion passes 6-3, with Frank, Tim, Alex, Kathryn, Marji, and Bert voting yes; Bill, Kate and David Gale voting no.
4. Old Business
Bill suggests we return to agenda item #3, Old Business.Bill recaps the difficulties in holding meetings last week of the Balloting and the Governance Committees. He reports that the Balloting Committee did not meet, but the Governance Committee did. He adds that he hopes to get these groups moving, and to hold more meetings this week and next.Marji reads out the names of the members of the Balloting Committee.
Tim asks about topics for the committees, and Bill says he envisions the following:
For the Balloting Committee: to review balloting guidelines and see if they need tweaking, to make sure various lead times are well established, to make sure that information is well distributed (so that candidates are well informed about timing and requirements), to consider how Balloting Rules (current or future) might affect overall governance review and issues.
Tim suggests the Balloting Committee look at the 6-week window, and determine if it must be retained or can be shortened. Frank recommends consideration of removal of the Trustee Oath.
Bill agrees that all these topics are worthwhile, and proposes a conference call meeting of the Balloting Committee for Thursday, 8/9, at 9 pm. Alex and Frank say they will both try to make it; Bill will alert Kate and Cheryl.
For the Governance Committee, Bill reports that the committee met, but did not accomplish much. He suggests another meeting very soon.Marji reads out the names of the members of the Governance Committee. Bill proposes a meeting at 8 pm on Thursday, 8/9.Those on the call agree to try, but to check with Bert and Kate.
Tim asks if someone was to be drafting a constitutional amendment on all-media voting. Frank says he was, but prefers a "big package" including more changes and amendments than just that one issue. Bill points out that all-media voting has been voted down before when part of a "big package." Frank agrees to draft an amendment on just all-media voting.
Another governance issue raised was the subject of Bill talking to various College groups and representatives, including Ed Haldeman and Martha Beatty.
Bill reports that he did talk briefly with Martha, who requested that Bill sit on a board of advisers organized by the Alumni Council.This Alumni Council Committee on Structure (ACCS) is looking primarily at the organization of the Council, says Bill, but they realize they should be in concert with the AoA.Bill says he told Martha he was too busy, but he suggested First Vice President Kate Aiken in his place. Bill adds that the ACCS has met, and continues to meet regularly, but that his understanding is that the AoA rep was being invited to listen in and give input, and to be a conduit.
Tim asks if Bill was specifically invited in his role as president. Frank expresses his strong objection to Bill or Kate attending as a representative of the AoA.He adds that the Council is always cherry-picking people who agree with them and inviting them to give input. He says that both Bill and Kate supported the new (defeated) Constitution, for example.Frank adds that he finds it absurd for the Council not to let the AoA pick and send its own representative.
Tim says we should make it clear to the Council that we'd be happy to send someone to represent the Association, then we should decide who that rep should be. He adds that if the Council wants to invite Bill, or Kate, or anyone else as an individual, that's fine.Tim also reports that he met with Martha in no official capacity, but rather to smooth over a rocky email exchange they had had. He reports that Martha raised the question: "should Nominators be elected?"He notes that would require a change to the Constitution.Tim says he told Martha that if she or the Council wanted to work with us to propose that change, it would be great, and would probably pass. He reports that Martha was shocked.
Overall, Tim says he thought we could make progress working with Martha/the Council, that Martha expressed that she wants the Council to be more representative, and they are looking at group structure, who is represented and how, to make sure every voice of every group is heard.
Tim moves that Marji draft and send a communication to Martha (and cc the EC), saying we understand the Council is looking for a representative from the AoA for its oversight group, that we'd be happy to send a representative of our choosing, and that our Governance Committee is the appropriate working group to serve as the point of contact for the Council on this subject. Frank seconds. Motion passes 7-2, with Frank, Tim, Alex, David Gale, Kathryn, Marji, and Bert voting yes; Bill and Kate voting no.
Frank raises the issue of Bill's meeting with Ed Haldeman. Bill says he'd be happy to discuss it, but suggests waiting until the end of the meeting, so we can take up the motions circulated via email.
5. New Business
Tim has circulated via email several motions, the first of which concerns acceptance of funds donated to the AoA, and how to handle such funds. Tim reports that the check he sent to David Spalding was returned to him, on Bill's instructions to do so. Despite this, Tim asks that we vote on his entire motion.The motion is as follows:
1. that we grant the College power of attorney to accept checks made out to the Association of Alumni, contingent that such monies be accounted separately and held in trust and made available for uses as defined by the Association of Alumni Executive Committee, and
2. in the event the College is unable or unwilling to so act, that ourTreasurer open a bank account on behalf of the Association with appropriate access controls so that funds therein shall only be used as per the Executive Committee, and
3. in the event that our Treasurer is unable or unwilling to so act in a timely manner, that we appoint another officer or committee member to set up such bank account.
Tim so moves, and Kathryn seconds. Discussion ensues, in which Bill voices his concern that this will force us to become independent from the College structurally and financially. He feels it is dangerous for the AoA, and an issue that deserves much greater discussion, and one that should be taken up by the entire alumni.
Frank asks why Bill made the unilateral decision to instruct David Spalding to return Tim's check; Bill replies that David asked him what to do, and Bill felt that the check could not be deposited, so there was no point in holding on to it.David Gale asked whether or not David Spalding is willing to act as our elected Treasurer.He also asks how else Frank can be reimbursed if we do not open an account or find a way to accept donations. Bill says people can send checks directly to Frank, and David asks if he is suggesting we post something on the website saying, "send money to Frank, and please don't send a pipe bomb."Tim says Bill's suggestion amounts to asking Frank to be a 1-person Hanover Institute, and that it would be far better for the AoA to collect money, spend it, and report it, and thus provide the transparency we promised to alumni.
Frank adds that there is an historic precedent for the AoA having a separate bank account. David Gales adds we are just following our constitutional requirements. Tim asks why Bills thinks this exposes us to high risks.Tim adds, the College doesn't want to pay for this, alumni want to help pay - what's the problem?Why, asks Tim, would that jeopardize all College funding of AoA activities, including activities they support?
Bill replies that he doesn't know, but he is unwilling to find out. Discussion ensues over whether the AoA is part of the College, in partnership with the College, subservient to the College, dependent, independent, and so on.This debate leads to discussion of whether or not this, or other, constitutional requirements are being followed.Bill notes that we do not insist, as is constitutionally required, that Trustees serve for five years. Nor do we adhere to the requirement that the AoA elect Alumni Councilors.Tim, David, and Frank all agree we should be following all these requirements.
Alex asked Bill if splitting Tim's 3-part resolution into three separate votes would get Bill to vote yes to any of them, Bill said no, so a vote was called.
Motion passes 7-2, , with Frank, Tim, Alex, David Gale, Kathryn, Marji, and Bert voting yes; Bill and Kate voting no.
Tim proposes a new motion that Frank be the one to open the account approved above. David Gale seconds. Frank says that, if anyone objects to his opening the account, as it would be writing checks to Frank, he's happy to have someone else do it. He also insists that every check and every transaction be reviewed by another E.C. member.Motion passes 7-2, , with Frank, Tim, Alex, David Gale, Kathryn, Marji, and Bert voting yes; Bill and Kate voting no.
Next, we take up Tim's motion concerning communication with the Alumni Council.Tim moves, and Frank seconds, the following resolution:
Resolved that we immediately send the following letter from our full Committee to Rick Silverman '81, President of the Alumni Council:
As you know, Dartmouth's Board of Trustees will be meeting in a few short weeks to consider recommendations being developed by their Governance Committee. As their considerations may have a considerable impact on the relationship between alumni and Board composition and selection, the Association Executive Committee sent a letter expressing our concerns to the Board prior to their meeting in June. The same concerns apply to their upcoming meeting in the beginning of September. Given that the Council also views itself as representing alumni interests, and that the synergy produced by both alumni bodies in agreement on protecting what all alumni leaders in concert achieved in 1891 will strengthen our stand now, we ask that the Council's officers publicly endorse our position by August 15 and communicate that endorsement to the trustees prior to September. Our detailed position, as stated in our letter to the trustees and published openly for all alumni is as follows:
"We sense that the agreement alumni have with the Board, established in 1891 and historically evolved since then, whereby alumni effectively elect half of the non-ex officio members of the Board, is threatened. We believe that any action which violates, restricts, abridges or dilutes that agreement, as currently enjoyed, would be injurious to Dartmouth College, its students and alumni. Not only do we strongly urge the Board to take no such steps, but we also believe strongly that the newly constituted AOA Executive Committee, elected for the first time in all-media, alumni-wide voting, should be included in any discussions related to that agreement. We feel that such cooperation and coordination with the Board is the best means for alumni to be engaged in solutions to problems facing the Board and the college's administration and for us to fulfill our obligation to take all appropriate measures to protect and insure retention of the agreement, the uninterrupted exercise of which has redounded to the great benefit of Dartmouth for 116 years."
Please discuss this as you feel appropriate among the Council leadership, and let us know if you are able to make this endorsement. Time is of the essence.
The AoA Executive Committee
Motion passes 7-2, with Frank, Tim, Alex, David Gale, Kathryn, Marji, and Bert voting yes; Bill and Kate voting no.(Letter to be sent by Marji, as Secretary Pro Tem.)
Tim mentions that we had voted 10-1 at our last meeting to change the College website description of the AoA, but that it has not been done. Bill says this must wait until David Spalding gets back from vacation.Most on the call agree that what the College did instead (insert our requested change, with a note, but without deleting the original description) was unsatisfactory and confusing.
David Gale suggests that the most important motion to consider next is Bert's motion, made via email, which Marji seconds. This motion is as follows:
Bert moves that the following letter shall be sent forthwith to the Trustee Governance Committee from the AoA Executive Committee:
Dear Members of the Trustee Governance Committee:
We understand that your committee has been, for some time, considering the possibility of change in College governance. We also understand that your committee may present one or more proposals for governance changes to the full Board at its meeting next month.
Given the shortness of intervening time, we respectfully request a meeting or telephone conference between yourselves and our Association of Alumni Governance Committee to obtain a briefing on any proposals you are considering. As the elected representatives of the College alumni, it is important for us to obtain this information in order to inform, canvass, and advocate on behalf of our constituents.
The Executive Committee of the Alumni Association
Frank says he doesn't much like the idea of a teleconference; David Gale points out that it would be much more difficult logistically to require an in-person meeting, and Frank withdraws his objection.Alex points out that an in-person meeting, in Hanover or Boston or elsewhere, is not precluded.
Motion passes 7-2, with Frank, Tim, Alex, David Gale, Kathryn, Marji, and Bert voting yes; Bill and Kate voting no.(Marji is tasked with sending this letter, as Secretary Pro Tem.)
Marji asks Bill why he would not want to meet with the Trustees' Governance Committee. Bill says he doesn't think they will tell us what they are doing, Tim asks if any simple change would get Bill to change his vote to yes, but Bill says he'd have to give it some thought and could not agree tonight.
David Gale then brings up his motion, also circulated previously by email:
Any member of the Executive Committee who plans to communicate with a member of the Board of Trustees or a member of the Alumni Council on matters related to the Alumni Association inform all members of the Executive Committee in a timely matter a) when such communication will take place, b) who will be involved, and c) what will be discussed; and, further, than any member of the Executive Committee who communicates with a member of the Board of Trustees or a member of the Alumni Council on matters related to the Alumni Association report to the rest of the members of the Executive Committee in a timely manner a) when such communication took place, b) who was involved, and c) what was discussed. To prevent this from being an undue burden upon him performing his duties as Vice President of Alumni Relations, David Spalding will be held to this resolution only when speaking as a member of the Executive Committee of the Association.
David Gales says he made this motion with regret, when he learned that Bill had met with Ed Haldeman. He thanks Bill for the report on the meeting, which Bill circulated via email, but still regrets that Bill had the meeting without informing the E.C. in advance.
Bill points out that this is the same meeting he had brought up several times in prior calls, when he had said the Ed Haldeman had made himself available and told Bill he wanted to meet for coffee.
Frank says, of David motion, that he thinks it's a good concern,but unenforceable.Frank and Tim suggest the motion be withdrawn, and David complies. Frank adds that he pledges to follow the intent of David's resolution.
We then move to Marji's resolution to reimburse Frank for the costs of the alumni survey mailing.David Gale seconds.The resolution is as follows:
Proposed: that Frank Gado be reimbursed for the costs of the alumni survey mailing, which he undertook for the AoA Executive Committee, per our July 3rd vote to authorize such mailing. Proposed further that such reimbursement be made promptly upon Frank's submitting an invoice of costs to the Executive Committee, to the extent that such costs are consistent with reasonable and customary charges for such a mailing, as determined by the third-party quoteobtained by Marji Ross as the direction of the Executive Committee.Such reimbursement will be made by the AoA to the extent we are and will be able out of available funds.
This last sentence was amended after some discussion, and the resolution was voted on in this form.
Motion passes 7-1-1, with Frank, Tim, Alex, David Gale, Kathryn, Marji, and Bert voting yes; Bill voting no and Kate abstaining.
Bill notes that he wants to make it clear that he does want Frank to get his money back, but he's voting no because of the concerns he previously expressed over College reaction to our independent funding.
We agree that the next meeting of the E.C. will be held at 12 noon Eastern Time on Thursday, 8/23, and the following meeting will be held at 8 pm Eastern Time on Tuesday, 9/4.Both shall be held by conference call.
Frank then asks Bill if he has another meeting scheduled with Ed Haldeman. Bill says no meeting is set, but that Rick meets regularly with Haldeman, and that Haldeman has said he'd like the three of them to get together.Bill has contacted Rick and Ed to try and set up a 3-way meeting.
Frank voices his objection to this meeting, adding he doesn't want to have to send a letter to Haldeman saying that Bill doesn't speak for the E.C.
Bill suggests that Frank request a meeting with Haldeman. Bill says he also plans to meet informally with Rick Silverman and John Daucus.
Tim asks Bill to make it clear at that meeting that Bill does not represent the E.C.Bill promises to go out of his way to say that the opinions he voices are his own, but Frank urges Bill to say explicitly that he doesn't represent the Committee and Bill agrees to say that he doesn't represent the E.C. when he sits down to meet with anyone.
Kathryn thanks Bill for pointing out to Haldeman that there is some disagreement on the E.C., and sincerely thanks Bill for trying his best to do his job in a difficult situation.
Meeting adjourns at approximately 10:15 pm.