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February 28, 2008, Conference Call

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

Unavailable: Kathryn Wallop

Proxies: Martin Boles gives his proxy to Frank, Tim, Marji, Alex, or David Gale in that order; Tim Dreisbach (should he miss the call or a portion thereof) would like to be represented by Marji or, in her absence, Frank Gado


a. Minutes:1/24/08 & 1/29/08.

b. Official Association website (Frank's 1/29/08 motion tabled or withdrawn?).

c. Balloting Committee secretary pro tem:Frank's motion:

In accordance with the constitution of the Association of Alumni, I move that Judge Quentin Kopp be appointed as Secretary pro tempore of the Balloting Committee and invested with all the rights and duties exercised in that post by his predecessor, Mr. John Walters. This appointment will be by simple majority vote of the Executive Committee, no later than February 26.

d. Other business.

e. Next meeting:Tuesday, March 4, 2008 7:00 p.m. EST.

1:05 p.m.


Cheryl made a motion to accept the January 24 and 29, 2008 minutes. David Gale seconded the motion. During a discussion of whether or not to accept both sets of minutes, Bill asked to edit the January 24 minutes with regard to the Nominating Committee.The last sentence before the first break on page three shall now read, 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 Gado stated he would forward his edits post the conference call should he find the need to do so. Both sets of minutes were then unanimously approved pending further edits from Frank.

Bill then asked the conferees how they would like to record the email vote on the constitutional amendment. Discussion ensued. David Gale wanted to know where those who had not voted stood on the proposed amendment, so he suggested that we take a vote now. Frank objected to David Gale's position.Frank's opinion is that voting may be conducted by email and that such votes are binding if properly introduced. David Gale believes we agreed to an exception in this case by unanimous consent to vote on this topic.Marji then stated that she believes that we have agreed to discuss and vote by email.David Gale observed that when the executive committee had conducted voting by email it had agreed to do so at a regular meeting, the subsequent email vote, being related to the action/agreement from the prior meeting. David Gale added only with regard to pressing urgent business had such decisions been made, and, in that case, the action would be to call an emergency meeting. There had been no discussion of voting by email on an amendment during a regular meeting, and the precedent was not in Roberts Rules which the committee had agreed to follow. Frank Gado contested, stating the committee had never made a prior ruling to not vote by email. David Spalding stated that voting by email was not a set procedure. Alex stated that if there are 6 votes the committee can do what it wants, and went on to note there were in fact 6 votes on the floor in favor. David Spalding concurred there were 6 votes, but Roberts Rules requires a 2/3 majority in favor to change the rules to take rights from the minority, so a simple majority vote doesn't always rule.Marji stated that voting by email is just another form of voting. Frank Gado continued that people had the right to weigh in over a number of days.He referred to the current debate as a parliamentary maneuver. David Gale was firm on his position regarding 2/3rds vote to change the rules.Alex stayed firm with 6 votes necessary to change the rules.David Spalding added the committee was operating under Roberts Rules and therefore needed 2/3 majority if the rules changes effected the rights of the minority. Frank recalled that when the committee adopted Roberts Rules it was not to be paralyzed by them but to have a procedure for conducting its business expeditiously. Further, he felt the will of the majority was being frustrated by an interpretation of Roberts Rules.Alex added rules are made and changed by the majority of the body. It was then suggested that perhaps an expert on Roberts Rules should be consulted.

Returning to Bill's original question Frank stated the record should indicate the particular amendment was accepted by an email vote. Email correspondence was consulted:No one had been against the accepted version and six were for it. Frank inquired about why his motion had been rejected. A variety of submissions had been submitted for discussion and vote.David Spalding will review email traffic in the above regard and establish the sequence of events leading to the vote, including who voted and who did not.

The committee agreed the amendment did pass. When Bill asked if this should be a record separate from the minutes of this meeting, Frank stated it should be in the body of the minutes of the meeting.David Gale asked that those who had not voted get an opportunity to vote.Those who had not voted were Bill, Kate, Cheryl, Kathryn and David Spalding.They were offered a chance to vote and the results were: Bill abstaining, Kate abstaining (she preferred Bill's wording), Cheryl abstaining, David Spalding abstaining and no vote for Kathryn.

Association 's "official website"

The minutes of the January 29 meeting suggested that Frank's motion had been both tabled and withdrawn. It was pointed out that it had been tabled to allow Marji the opportunity to get more information from David Gale. David Spalding will check those minutes for any inconsistency.

A discussion followed regarding the cost to register a domain name/url. Frank recalled a monthly rate of $40 had been quoted to him. He also expressed concern about there not being a webmaster in place and offered to take on that role temporarily.

Marji pointed out the purpose of an "official website" should be clear to alumni and to the College. She sees the site as being a source for committee news and information. (Tim joined the call at 12:38 pm.)Frank sees this proposed site as our official website, whereas the College seems to think the blog is the official site. David Spalding pointed out that we discussed deleting the sentence in the motion about the blog. Frank suggested that we divide the question to remove the sentence on the blog.

David Spalding reread Frank's motion, reconfirming Frank's phrasing establishing as the executive committee's official website and removal of the sentence referencing the

David Spalding then reemphasized that the logo used in a recent DAM advertisement was copyrighted and could not be used by the executive committee in any of its independent ads, correspondence, or website pages. David will also check with the magazine's designer to see what font was used in the recent aforementioned ad. David Spalding explained that Alumni Relations pays a fee to its designer, who created and copyrighted the current logo, each time it uses same. Frank asked for a copy of the contract with the designer. Hutch asked who on the executive committee had placed the ad in the March/April issue of the DAM. Frank said it was circulated among people, but he didn't know who was dealing with the DAM.He agreed to take out the language about the logo.

The conversation turned back to the price Frank quoted.Marji, Tim and David Gale said it seemed high. They believed rates of $15 to $20 per month are more in line. Frank said that this site was designed by Joe Malchow and abandoned.He has not discussed cost with Joe.Tim said that he did discuss this with Joe, and he thought it was $20 per month. Because the site's host receives the remuneration, David Gale felt it prudent to find out who the host is.Marji suggested capping the monthly cost. Kate expressed concern that pages currently available to alumni at would not be put up at the new site once removed from the current site. David Spalding concurred and noted that it would not serve our alumni to take down all of the Association pages currently up.There should be a link to the pre-existing pages. Tim agreed with David Spalding that there is a lot of non controversial information on the College site and that the executive committee was not ready to put all of it up on the new site-so don't direct the College to take it down, rather include two-way links. It would not be useful to alumni if they could not find "Association of Alumni" for information and updates. Marji dropped off the call and gave her proxy to Frank -12:57 pm.

Bill suggested that further discussion be tabled until the Tuesday, March 8 conference call.This would give Frank time to wordsmith and the proponents of the new site time to do more investigation and do preliminary work on the site.

Tim asked to figure out where to post the minutes.The reality is it is a question of people and resources to put this documentation on any website.Frank suggested Tim do this. David Spalding suggested that first the site proponents should decide what the site will and will not be. Bill suggested that Frank's rephrasing of his motion be shared with the committee prior to the March 8 meeting.

Balloting Committee secretary pro tem

A motion from Frank is on the table regarding a secretary pro-tem for the balloting committee. Frank believes the motion has been discussed and voted on. David Gale strongly objected to the way this was done.David Gale maintained that when Frank proposed his amendment, In accordance with the constitution of the Association of Alumni, I move that Judge Quentin Kopp be appointed as Secretary pro tempore of the Balloting Committee and invested with all the rights and duties exercised in that post by his predecessor, Mr. John Walters.This appointment will be by simple majority vote of the Executive Committee, no later than February 26, it had been seconded by Bert but never put forth for any discussion. David Gale continued that it was a pseudo vote and completely out of order. He stated that this is contrary to order, and if you want to go against the rules you proposed, it will be held against you in the upcoming election.

Frank Gado inquired about what issues a secretary pro-tem would get to vote, further noting that we cannot go on without a secretary pro-tem.And was the election going to be postponed for that reason. Frank objected to David Gale's thinking.Frank stated "we" have had an opportunity to discuss this, and "we" have done so. Tim asked if there was further discussion that would bring cause to reconsider the initial vote.Frank maintained that the initial vote must be accepted. Cheryl pointed out there had been no opportunity to vote for the other candidates which had been discussed. Hutch observed that some executive committee members hadn't even voted on the motion. Frank stated that there is a deadline in the motion.

David Spalding added that this does not close discussion which can only be ended by the chair with a 2/3 vote in favor. Frank then asked to speak to the logic of the situation. He reasoned that due to the time limit the action was taken to enable committee to get on with its business. David Gale maintained the proceedings are unconstitutional.He noted too that the constitution was silent on a secretary pro-tem in years when there was not a trustee election. But Tim then noted "we" agreed to follow the constitution.

David Spalding made the point that Frank's argument was constitutional in nature. He pointed out that John Walters was a non-voting member of the balloting committee chaired by Merle Adelman. Frank countered that John had indeed exercised his authority/rule. David Spalding replied that John Walters made no rulings when serving as secretary pro tem, he simply conveyed decisions made by the committee. David Spalding added that John's assignment was to deal with correspondence related to issues candidates might have with guidelines and procedure, and for that matter, questions from alumni. He clarified that John had served as balloting committee chair when he was president of the Association, but as secretary pro-tem during Merle Adelman's tenure (constitution vote and annual meeting). His powers as secretary pro-tem were different from his role as president of the Association, when he served as chair of the committee.

Tim then suggested Frank reword his amendment or amend it to give the secretary pro-tem voting power. David Spalding said that would be unconstitutional since a pro tem officer only has a vote when they are otherwise a member of the committee.

David Gale would prefer to replace the name Quentin Kopp with that of Bill McGonigle. Frank objected, stating that the decision to appoint Kopp had been done by a legal motion, which was seconded and voted on. David Gale maintained that that vote was illegal because there had been no open debate prior to the vote being taken.Bert seconded the motion and voted in the same email, thus leaving no time for debate. Frank argued that David Gale had a chance to bring up McGonigle's name, but hadn't. Bill Hutchinson stated that David Gale had brought McGonigle's name up two to three weeks prior with the Balloting Committee.

Mention was made that in a prior meeting Frank had stated it should be handed to the balloting committee. Frank denied that he had meant the choice of a secretary pro tem rather he was referring to the look of the ballot.Tim reported that he had spoken with Quentin, who appears neutral and judicial.Further, Quentin approves the idea of having slates on the ballot.

David Spalding then added, "a secretary pro tem is not a voting member." Tim followed asking, then why the controversy? Frank avowed he was not trying to maneuver a particular result.

David Gale stated if it's Frank's position that a secretary pro tem is fair minded and exercises his duties, will Frank support Gale's motion to ask McGonigle, whom he trusts, and who has not been objected to. David Spalding suggested a solution, that of having either Tim or David Gale become the balloting committee's secretary pro tem.Alex drops off the call at 1:25 pm and leaves his proxy with Frank. Kate subsequently drops off the call and leaves her proxy with Bill. Then Cheryl drops off the call and her proxy with Bill Hutchinson and then David Spalding.

Frank was irked that Quentin Kopp was being "pushed aside for irrelevant reasons," and further insisted, "there was a time to bring McGonigle forward."

Tim then inquired of Bill would a secretary pro tem be responsible for interactions with the interim director of Alumni Leadership? Bill replied that as chair of that committee he communicated with Alumni Leadership. David Spalding responded that a secretary pro tem would speak to outside people.The committee assigns the role. David Spalding asked the executive committee again, why not appoint David Gale or Tim Dreisbach to be secretary pro tem?

Frank made a comment about reconsidering the vote by email now or next Tuesday, but to do it procedurally.

David Gale reiterated that according to the rules of the committee, there had not been a legal vote.

Frank would not change his position and accused David Gale of invoking the rules to block the expression of the majority. Upon telling David Gale to propose a motion for reconsideration, David Gale noted that was not possible because there was nothing to reconsider.

David Spalding added you need a super majority to reconsider.

Bill Hutchinson then asked Frank if motions can be made outside of a meeting.You made a motion for the next meeting, as we have before.People happened to chime in on their approval.That does not constitute a vote. Bill noted he put the motion on the agenda because during an interim period a motion is made it goes on an official meeting. This would be followed by having an official second and discussion and the chair calling the vote.

Tim followed by asking what if he, Tim, made a motion to recommend Quentin. Frank responded that if we now allow reintroduction of the motion, it would invite a filibuster; debate would continue and could not be ended.A call for the previous question would fail to obtain the requisite 2/3 majority.

David Gale would like to amend it so more people are willing to accept it - make it more palatable to the entire executive committee. Frank objected to this maneuver; he stated that, if the motion has been passed it is not subject to amendment; if it has not been passed and it is introduced as a new motion, then it cannot, according to Roberts, be so amended as to negate the motion - and substituting McGonigle's name for Kopp's would fall into that category.

Tim commented that six would vote for Kopp.David Gale replied there had been no indication any one would vote against him (McGonigle). There had not been enough discussion.

David Spalding noted that on the blog, Bill McGonigle appeared reasonable.He then inquired about the names Bill had brought to the balloting committee, Alex Dotey '81 and Peter Gilbert '46, both with mediation backgrounds, which would perhaps better serve the committee.

Frank Gado reiterated his position that the vote had been taken. To which David Gale countered Frank's reasoning had no basis in the rules.

David Spalding then resuggested the need to have an expert on Roberts Rules to let us know if a vote had occurred

Frank suggested going back to the original cd-rom that covers voting on the Rules. We invoked them not to paralyze the work of the committee. David Spalding responded that it was not a matter of paralysis but whether or not we had officially voted. Tim observed that without seven people the question couldn't be called.Frank insisted the constitution maintains you need a secretary pro tem. David Spalding corrected Frank noting the constitution requires a secretary pro tem in election years.T his is not an election year.

Frank then stated, "We have been flexible on rules up until now. We are informal in many ways. As long as we are willing to negotiate expeditiously, I'm fine. We are frustrating the majority.

Hutch is thwarting the will, by my bringing this to the meeting."

David Gale stated he would move to substitute McGonigle's name for that of Quentin Kopp. Frank said this would change the substance of the original motion. David Spalding disagreed because the substance of the motion is to appoint a secretary pro tem.

Tim then asks what if he made a motion to suspend Roberts Rules.David Gale stated that that takes a 2/3 vote.

Bill asked how this situation might be resolved according to Roberts Rules. Frank stated you can overrule me on whether there has been a vote, and then we can vote on whether to overrule you. Then Frank suggested bringing this up the next time we meet. He said that Bill could rule a certain way on whether there was a vote, and I'll move against you. Then next meeting we discuss it and take a vote on overruling Bill.

Tim added we have had a practice of waiting for more people to participate in a major decision, and now there are only five of us on the call.

It was noted that if we voted now, with a five to five split, Frank's motion to overrule would not pass.He noted that he had not contacted Kathryn on this.

Frank moved to suspend the meeting to a time and date certain, 7:00 pm, Tuesday, March 4.Tim seconded the motion.

David Gale noted that he would not be able to be on the call but would make sure he was there by proxy. David Gale could join the call at 8:00 pm. The motion was made and seconded to begin the March 4 call at 8:00 pm. The motion passed unanimously.

Frank reported he would drop off the petitions for petition candidates on 2/29/08 to David Spalding's office.

Bonnie will provide Frank with cd-rom copies of the June 14 and July 3 conference calls.

Other business

None. The tabled website topic will continue at the next conference call as well. Bill reported that the agenda for the next balloting committee call would be the pressing issue of layout.Frank closed by adding, you need a secretary pro tem attending that meeting.

The meeting recessed at approximately 2:00 pm to reconvene on March 4, 2008.

Respectfully submitted,

David Spalding
Association of Alumni