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January 24, 2008, Conference Call

Attending: Bill Hutchinson, David Gale, David Spalding, Marji Ross, Kate Aiken, Tim Dreisbach, Frank Gado, Alex Mooney

Proxies: Bert Boles to Marji Ross, Tim Dreisbach, Frank Gado, David Gale, and Alex Mooney; David Gale (dropping off at 1:00 p.m.) to Tim, then Marji; Cheryl Bascomb to Bill Hutchinson, then David Spalding, then Kate Aiken


I.Minutes: Meeting of January 8, 2008

II.Balloting Committee

III.Nominating Committee

IV.Governance Committee

V.Other Business

Next meeting: Tuesday, February 5, 2008, 7:00 p.m. EST.

I.January 8, 2008 minutes

Tim was fine with the minutes based on David Spalding's changes which reflected his suggestions.Tim had asked that an addendum be made to the minutes, which Bill had a response to and Frank had a response to that.Tim believes its best not to proceed with these addendums, so he withdrew his.As a result, Bill and Frank withdrew theirs.Frank wants it again to be clear that there is no sponsor of the lawsuit.Frank said we all know who is raising money for this, but there's no need to continue discussing this.

Tim learned one of the people writing the checks.He stated that people have been using the fact that we have not been open about this, for whatever reason, to undermine our efforts.He introduced the following message from John MacGovern, president of the Hanover Institute:

(1) The Hanover Institute is publicly raising money for the lawsuit.

(2) The money so raised by the Institute has been sent to the law firm.

(3) There may be others doing the same.


John MacGovern

Tim asked the committee's help with how to get this information out in the right context.Bill suggested that we first turn to approving the minutes.Frank asked for a change to the minutes.His change was accepted and the revised minutes were unanimously approved.

The discussion turned back to Tim's request.Tim made it very clear that this disclosure should not be taken as any indication that the Hanover Institute is guiding the lawsuit.Bill asked about the Donors Trust.Tim knows nothing about them.Frank was approached by Fred Franzen, of Donors Trust, a year ago at an ACTA meeting telling him Donors Trust was at his disposal.Frank told Fred it was premature at that time, and he has not spoken to him since Frank stated that someone, not related to the Hanover Institute, got Donors Trust working on raising funds for this after the trustees' decision.He has been told that Donors Trust has not given any funds to the Hanover Institute.He has asked Williams & Connolly to ensure that any funds from Donors Trust are handled properly.Frank wanted to ensure that if Donors Trust is raising money for the lawsuit that it is being used for those purposes.Bill asked if donors are in direct contact with Williams & Connolly.Frank said no, it's only the conduits raising money that are in contact with Williams & Connolly.Williams & Connolly has received funds from the Hanover Institute. As far as Frank knows, no other group is raising money for the lawsuit or writing checks to Williams & Connolly.Frank has received inquiries from alumni about how to contribute to the lawsuit and he has referred them to the group publicly raising funds.

II.The Balloting Committee has met.Frank has declared that he will run in the next election.Bill asked Tim to join the committee, and he agreed to do so.The committee meets again tonight.Frank has sent suggested revisions to the guidelines to everyone plus a paragraph on slates.He asked the Balloting Committee to consider those but he believes that it is the Executive Committee's overall responsibility for the election.Frank believes actions from the committee should be approved by the Executive Committee.David Gale said last year's guidelines were set up to be approved by the Executive Committee.Frank thinks we should make changes to the guidelines.David Gale believes that petitioners ran last year with concern about undue influence on the election, and those running for re-election should not participate in these decisions.Tim proposes we add a fifth member to the Balloting Committee elected by the Executive Committee, and that person be a voting member.David Spalding suggested a supermajority vote be used to ensure all are happy with the person elected to serve as secretary pro tem.Tim said that would not be appropriate because the minority should not have a veto.David Gale said he believes the secretary pro tem should be approved by a supermajority.David Spalding suggested John Walters, since Tim Dreisbach indicated support for him in an earlier email.David Spalding said we need to move thoughtfully at this point because we are already in the election period.Alex Mooney suggested the Balloting Committee go ahead, and we'll see if we agree with what they're doing.Frank thinks we should consider other names for secretary pro tem as well, but leave it to the Balloting Committee to discuss.[David Gale dropped off the call] Bill hoped that the election would be similar to how it's run in trustee years and stay close to this precedent.Alex agreed.He then began a discussion about nominations.Bill said the committee just deals with the nominees as presented by the Nominating Committee and petitions.

III.Nominating Committee - David Spalding talked about what had been discussed in other meetings about how this would be structured based on Marji and Alex's recommendations.Frank said that it is confusing for the minority to be putting the official candidates up.David Spalding sought to explain how we got to where we are.Frank believes that the official candidates should be those supporting the lawsuit and supported by the majority.Tim shares Frank's concern.Bill Hutchinson explained that alumni are used to the designations of official candidates and petitioners and we should stay with that.Marji proposed this, and she was comfortable with the Nominating Committee being Bill, Cheryl and Kate.Marji said she and Alex discussed this and felt that was the way to go because the term petition is meaningful shorthand for general alumni.She doesn't have a strong opinion about whether people will tie official candidates with the lawsuit.Tim asked if this is strong enough to outweigh Frank's concerns.Frank said none of us own the term petition.We need to get away from that.There should not be official candidates that are the Association candidates.He believes we should let the parties name themselves and his party might be the Pro-Parity party.David Spalding said the other might be the Anti-Lawsuit party, but that he was uncomfortable with using party names because it entrenches the political nature of these elections.Marji said we might be clear enough with the party names, but we can't assume people will understand those or the candidates' statements.Marji believes the key is who is nominated, and her plan allowed all incumbents to be re-nominated.Tim said that nominated means endorsed by the whole committee.Marji disagrees and thinks it's clearer that nominated are considered official College candidates.[Kate dropped off and left her proxy to Bill].Frank believes the lawsuit and parity are the key issues here.David Spalding suggested the clearest categories are officially nominated candidates vs. petition candidates.These brands have been established over the last few years.He recommended that we stay with the historic approach.Alex is inclined to agree with Bill Hutchinson on the approach.Frank won't vote Alex's proxy that way.He recommends we have an email vote on this since we now have fewer people represented by proxy.Bill believes that based on the constitution, the president puts together the Nominating Committee and they nominate.Frank believes the confusion that's created here is that the Association puts up the official slate but it is actually is being offered by the Nominating Committee.Alex said all those running again would be nominated by the Nominating Committee.The question is whether they would nominate people then to run against the former petitioners running again.Alex raised the question of whether the Executive Committee needs to approve the nominees.Frank believes it can be given that power.Bill believes that would be unconstitutional; however, Bill hoped we could all agree on something here.Tim asked if there is another designation that could be used.Bill believes nominated and petition are the clearest designations.Bill was ready to go the other way, but he was convinced that wouldn't be as clear.Frank said if Bill's group wants to put up a slate of candidates, they can, but they shouldn't be the official slate.Tim proposed the Nominating Committee nominate two full groups in separate columns, and leave the alumni to figure out the difference.Bill said we're at pains to differentiate here other than by using terms petitioner and nominated, so how else will alumni figure it out? Tim said each column could have names on top of the column.David Spalding said this entrenches politics in the process.Frank said it is a political process.Frank stands by his view even if he's the only one voting that way.Tim believes we should nominate two full slates.Tim said that we should have a box to allow alumni to vote for the whole slate.Each slate would put a shorthand statement on the top of the column.This is different than Alex thought, so he would like to think about it and have some conversations.Tim said function can follow form, so perhaps people could lay out a proposed ballot.Bill said the Nominating Committee's intent was to propose a full slate of anti-lawsuit candidates and nominate all of the other incumbents who want to run again.

Frank stated that he believes that we need to change the guidelines and approve the website.[Alex drops off leaving his proxy to Frank]. Bill asked what website he was referring to.Frank said it is the website David Gale has prepared in accordance with past meetings.He said we have the right to draw up guidelines.Bill said we inherit what was. There was an effort to review the guidelines last summer, and nothing came of it.Frank wants the guidelines changed.Bill said that's why he proposed working on this, months ago.Frank said the committee as a whole needs to deal with these urgently.Tim read them and believes there aren't a lot of changes.Frank said that we should consider these and approve them. It's up to the Committee to do so.Frank proposed an emergency meeting to consider these next Tuesday at 7:00 p.m. Bill feels this is 11th hour maneuvering since the election process is already underway.Tim said we need a solution on this nomination issue and the Balloting Committee may develop solutions to this as they consider what the ballot will look like.Bill said past ballots have been designed by the Balloting Committee, working with Alumni Relations.

Frank asked if we would also vote on a website in the next call.Tim said that the official site for notices has fallen into misuse.Frank's concern is that there be an official Executive Committee website.Tim said David Gale was to explore it.Bill asked if David Gale had done so.Frank and Tim didn't know.Bill agreed to find out.[Marji gave her proxy to Tim and dropped off the call].

IV.The last item is the Governance Committee looking at constitutional amendments.Frank spoke to some members of the committee and there was no consensus for action.Bill said he didn't receive anything and he is on the committee.Tim thinks the only one worth pursuing is the one on election of our officers; the other amendments Frank suggested were tied to the trustee election, and those should be put off for a year.Bill asked why we couldn't bring up the amendment on all media election for our officers.Frank just believes this is a bad time overall for bringing amendments.Bill has not seen any of these.Tim believes Bert was not prepared to put up any amendments because it would be confusing.Frank thought the consensus of the committee was not to go forward.He is happy to consider, and will poll the entire committee on this topic.Tim thinks Bert was clear about not doing anything.

V.Frank's items for the emergency meeting are the guidelines and the website.

The meeting adjourned at 2:12 p.m.

Respectfully submitted,

David Spalding

Secretary-Treasurer, Association of Alumni