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Tuesday, July 3, 2007, Conference Call (8:00 pm EDT)

Participating: Kathryn Wallop, Bill Hutchinson, David Gale, Cheryl Bascomb, David Spalding, Tim Dreisbach, Marji Ross, Kate Aiken, Burt Boles, Frank Gado

Unavailable: Alex Mooney (proxy given to Frank Gado)

Agenda

Old Business

1. Minutes of 6/14/07
2. Date of 2008 Annual Meeting
3. Association mission, role and funding
4. Frank's five procedure motions.
5. Communication to alumni re. Trustees Governance Committee and survey:

David Gale's version: (see attachment #1)
Frank's version: (see attachment #2)
Bill's version: (see attachment #3)
Survey:http://www.surveymonkey.com/s.aspx?sm=J794EedROieev86NZJBlHg_3d_3d

6. Changes to the AOA blog and web presence.

New Business

1. Create and populate Ad hoc committees:

Communication:
Governance:
Oversight:

2. Naming of the Balloting Committee:
3. Trustees Governance Committee questionaire
4. Other business.
5. Next meeting July 19, 2007, 12:00 noon EDT

It was decided to proceed to Frank's five procedural motions first.Procedure one had been offered at the last conference call and had been seconded by Alex Mooney.

Procedure one was discussed with various points of views offered.It was amended and voted on.Revised motion:

1. Resolved, That meetings of the Executive Committee, as well as of plenary sessions of the Association, will be conducted in a manner consistent with the standard version of Robert's Rules of Order, with such exceptions as are approved by a majority vote of the committee. As Robert's provides, the presiding officer may take part in the discussion without surrendering the chair, lead the meeting, and vote on all motions; such informality as expedites the business of the committee is permitted, and even encouraged, but any two committee members, at any time, may invoke a reversion to Robert's Rules, which will then automatically govern.

No: Bill Hutchinson; David Spalding

Yes: Kathryn Wallop; Cheryl Bascomb; Tim Dreisbach, David Gale, Marji Ross, Kate Aiken, Frank Gado, Burt Boles; Alex Mooney by proxy.[9 to 2 for].

Procedure two was offered.Frank moved the adoption of procedure two and Marji seconded the motion.It was discussed with various views expressed.It was amended and voted on.

2. Resolved, That the president will use best efforts to circulate among members an agenda at least one week prior to all meetings; such agenda will assign a time limit for all items.

Yes: Yes: Bill Hutchinson; Kathryn Wallop, David Gale, David Spalding, Tim Dreisbach, Marji Ross, Kate Aken, Frank Gado, Burt Boles, Alex Mooney by proxy.

Abstaining: Cheryl Bascomb [10 to 0 for ].

Procedure three was offered.Frank moved the adoption of procedure three and Tim seconded the motion.It was discussed with agreement that any email from an individual may be labeled confidential and therefore not read into the record.

3. Resolved, That minutes of all Executive Committee meetings, except those reporting discussions of motions declared confidential by a majority vote of the Committee, summarize relevant statements and record the vote of each participant. Within reasonable limits, each member also has the right to insert any correction or addition to the minutes and to introduce any relevant statement or correspondence with the Committee into the record.

Yes: Bill Hutchinson; Kathryn Wallop; Cheryl Bascomb, David Gale; David Spalding; Tim Dreisbach; Kate Aiken; Marji Ross; Burt Boles; Alex Mooney by proxy.

[11 for the resolution].

Procedure four was offered.Frank moved the adoption of procedure four and Tim seconded the motion.A discussion ensued.David Gale proposed an amendment that a "majority" be changed to a super majority of 2/3 or 8 persons.Additionally proxy representatives shall count towards the quorum if they have duly noticed their proxy to the president prior to the meeting.

It was amended and voted on.

4. Resolved, That a super majority of the membership, consisting of eight members of the Executive Committee, constitutes a quorum.

Yes: Bill Hutchinson; Kathryn Wallop; Cheryl Bascomb, David Gale; David Spalding; Tim Dreisbach; Kate Aiken; Marji Ross; Burt Boles; Alex Mooney by proxy.

[11 for the amended resolution].

Procedure five was offered.Frank moved the resolution and Kathryn seconded it.

A discussion of the motion ensued with various views expressed.The motion was amended and voted on.

5. Resolved, that any three members of the Executive Committee, making all good faith effort to notify all the Committee members, can call a meeting of the Executive Committee by conference call.

Yes: Bill Hutchinson; Kathryn Wallop; Cheryl Bascomb, David Gale; David Spalding; Tim Dreisbach; Kate Aiken; Marji Ross; Burt Boles; Alex Mooney by proxy.

[11 for the amended resolution].

The next order of business at 10:00 pm was a discussion of Tim's motions and where-as clauses which were moved by Tim and seconded by David Gale.

Whereas the Governance Committee of the Board of Trustees is developing new recommendations regarding Board composition and Trustee select, and

Whereas significant participation of alumni on the Board is of value to the College, as reflected in the historic agreement that the Association of Alumni select 50% of the Board's non-ex officio members, and

Whereas the Board desires feedback from alumni in advance of their upcoming meeting in September, and

Whereas the elected members of the Executive Committee of the Association have a duty to inform their members on matters of such importance, a duty to represent their members in any discussions with the Trustees, and a need to solicit input from their members to inform that representation,

It is hereby resolved:

1. That we send a communication to our members, in the form of a written letter, in order to remind alumni of the Trustee study, to inform them of our plans to represent alumni interests, and to solicit their input back to our Committee to help inform the Trustees in advance of their September meeting.A complementary communication shall be put up on the AoA blog as soon as possible, to solicit and organize more detailed alumni input to be provided to Trustees in July.

2. That we hereby request via our Secretary that the college Administration support this important communication by the production and mailing of a hard copy version of the letter from the Association leadership to her alumni, being the same as our membership, to be mailed no later than July 20, 2007, with the costs to be provided from those accounts budgeted to support Association and other alumni communications.The Alumni Relations staff should also support this communication process by providing access to the alumni email ListServer, as it has done previously, for a complementary email message to be sent from the Association officers to the membership.

3. That in the event that the college Administration does not provide notification by July 6, 2007 of its agreement to provide such support, that our committee take steps to send such a letter independently, including arrangements as may be necessary for obtaining a mail list of as many Association members as possible, for physical printing and mailing, and for soliciting donations to cover the costs of such activities.

David Spalding discussed the mission of the AoA.He discussed the Association's interdependence and the potential ramification of losing that status should the Association act independently.

Frank reported on his research on the Council and the Association that day in Rauner:

  • The Council asked to separate the two organizations in 1990 which was done .
  • Property rights were not necessarily decided.
  • Sid Hayward stated that all powers of the Council derived from the Association.
  • A clause in the constitution notes we have charge of the general interests of the alumni.
  • Regardless of the Trustee Governance efforts the executive committee feels a responsibility to communicate with its constituency.
  • Alumni "dangled money" in front of the board for a long time but it wasn't the only factor.
  • Tim reported that Trustee Stephen Smith has agreed his list of alumni may be used for a mailing, but hopes the College would support AoA's effort.The list contains 50,000 names.

[Cheryl and Kate drop off the call and both give their respective proxy to Bill].

Resolution three was amended by David Gale requesting that "notification" become the end of business on July 6.Bill's letter as amended by Frank will be attached to the 3rd resolution.

3. That in the event that the college Administration does not provide notification by the end of business July 6, 2007 of its agreement to provide such support, that our committee take steps to send such a letter independently, including arrangements as may be necessary for obtaining a mail list of as many Association members as possible, for physical printing and mailing, and for soliciting donations to cover the costs of such activities.

Discussion followed regarding enclosing a reply card with the letter or a questionnaire.The preference was to use Tim Dreisbach's question which would be stated as two questions for purposes of alumni feedback.[Burt drops off the call]

Bill asked for a motion to accept Tim's resolutions as amended with Bill's amended letter attached.Tim moved the resolutions and David Gale seconded the motion:

Yes: Kathryn Wallop, Tim Dreisbach, David Gale, Marji Ross, Frank Gado, Burt Boles, Alex Mooney

No: Bill Hutchinson, Cheryl Bascomb, David Spalding, Kate Aiken

[7 to 4 in favor]. [Note Bill's amended letter attached at the end of these minutes].

Tim's resolutions on committees were discussed.

1. Resolved that a balloting committee be established and populated by the president in accordance with the Association constitution.The committee members shall be Bill Hutchinson, Kate Aiken, Alex Mooney, Cheryl Bascomb, and Frank Gado.

2. Resolved that a nominating committee be established and populated by the president in accordance with the Association constitution.The members shall be named no later than October 2007.

3. Resolved that a communications committee be established.It shall be responsible for recommending to the executive committee strategies for communicating information of relevance* to our membership *, for soliciting and organizing inputs *from our members*, for facilitating communications *between members*, and for effecting information flow consistent with those strategies.Its members shall be Margi Ross, Kathryn Wallop, Cheryl Bascomb, David Gale, and David Spalding, with a chairman to be chosen by the members of that work group.At its discretion, the group may invite non-elected alumni beyond the executive committee to participate, but with no voting powers.

4. Resolved that a governance committee be established.It shall be responsible for studying issues related to the Association constitution and recommending amendments for improvement to the executive committee and ultimately the membership for adoption.It shall represent the Association in working with similar groups established by the College Trustees and the Alumni Council, as their efforts relate to governance under our constitution including the selection of Trustees and the representation of our members.

The Governance Committee members shall be Kate Aiken, Alex Mooney, Martin Boles, Tim Dreisbach, and Frank Gado.At its discretion, the group may invite non-elected alumni beyond the executive committee to participate, but with no voting powers.

5. Resolved that a governance oversight function be established, with responsibility assigned to David Gale.The purpose of this function is to insure that executive committee actions are done in accord with the Association constitution and such other rules and guidelines as are or may be established thereunder.The assigned overseer shall be responsible for understanding the provisions and providing guidance to the committee consistent with those provisions, but shall not have unilateral veto authority over a vote of the committee itself.

6. Resolved that David Gale be tasked short-term with implementing an openInternet discussion forum, to replace the current Association blog, taking guidance from the Communications Committee and subject to overall Executive Committee approval before a full cut-over.A target date for review and approval shall be our second meeting in July.This work shall proceed with the understanding that such a forum be created using free public resources or ones provided by the College at no cost to the Association treasury. David may ask others to assist him in this effort.

The discussion led to the following: a). no revision to number 1; b). no revisions to number 2; c). Hutch will replace Alex on the Governance Committee; d). 5 will be deleted; e). 6 will remain as is.

Tim moved his revised resolutions for a vote and Frank seconded the motion.

1. Resolved that a balloting committee be established and populated by the president in accordance with the Association constitution.The committee members shall be Bill Hutchinson, Kate Aiken, Alex Mooney, Cheryl Bascomb, and Frank Gado.

2. Resolved that a nominating committee be established and populated by the president in accordance with the Association constitution.The members shall be named no later than October 2007.

3. Resolved that a communications committee be established. It shall be responsible for recommending to the executive committee strategies for communicating information of relevance* to our membership *, for soliciting and organizing inputs *from our members*, for facilitating communications *between members*, and for effecting information flow consistent with those strategies.Its members shall be Margi Ross, Kathryn Wallop, Cheryl Bascomb, David Gale, and David Spalding, with a chairman to be chosen by the members of that work group.At its discretion, the group may invite non-elected alumni beyond the executive committee to participate, but with no voting powers.

4. Resolved that a governance committee be established.It shall be responsible for studying issues related to the our Association constitution and recommending amendments for improvement to the executive committee and ultimately the membership for adoption.It shall represent the Association in working with similar groups established by the College Trustees and the Alumni Council, as their efforts relate to governance under our constitution including the selection of Trustees and the representation of our members.

The Governance Committee members shall be Kate Aiken, Bill Hutchinson, Martin Boles, Tim Dreisbach, and Frank Gado.At its discretion, the group may invite non-elected alumni beyond the executive committee to participate, but with no voting powers.

6. Resolved that David Gale be tasked short-term with implementing an open internet discussion forum, to replace the current Association blog, taking guidance from the Communications Committee and subject to overall Executive Committee approval before a full cut-over.A target date for review and approval shall be our second meeting in July.This work shall proceed with the understanding that such a forum be created using free public resources or ones provided by the College at no cost to the Association treasury.

David may ask others to assist him in this effort.

Yes: Bill Hutchinson, Kathryn Wallop, Cheryl Bascomb, David Gale, David Spalding, Tim Dreisbach, Marji Ross, Kate Aiken, Frank Gado, Alex Mooney.

Abstention: Burt.[10 for the resolution]

The balance of the agenda will be handled during the July 19 meeting at 12:00 pm EDT.

Frank moved that the meeting adjourn, seconded by Kathryn.All in favor.

Respectfully submitted,
David Spalding
Vice President for Alumni Relations
Secretary-Treasurer of the Association

Hutchinson letter amended

A MATTER OF GREAT URGENCY:

The Dartmouth Board of Trustees has announced that its Governance Committee is looking into "the size and composition of the Board and the method of Trustee selection." Accordingly, we are concerned that the right of alumni to elect half of the Trustees may now be in jeopardy.

We believe that reducing the proportion of Alumni Trustees on Dartmouth's board of trustees--or eliminating them entirely--would be detrimental to the close partnership between alumni and the College.

Dartmouth's Board of Trustees currently consists of the president of the
College, the governor of New Hampshire, and an equal number of Charter and Alumni Trustees (eight each)-the former, chosen by the Board; the latter, directly.by the alumni. This arrangement dates to 1891.

KEEP A STRONG DARTMOUTH

Dartmouth is not unique in the participation of its alumni in governance,
but no other school has evolved a system that equals it in assigning alumni
a comparable degree of responsibility to assure continuing excellence and
vitality. This involvement has clearly contributed to the storied devotion
and loyalty of Dartmouth alumni, and we wish to preserve and increase this distinctive strength.

MAKE YOUR VIEWS BE KNOWN.

Go to the Governance Committee's website ,
<http://www.dartmouth.edu/~news/releases/2007/06/08-comments.html>, and give your input. And register your views.The committee will complete its review by September. To assure that your views will receive the attention they deserve, we invite you to submit a copy of them to the Association of Alumni Executive Committee as well as to the Governance Committee (go to:
http://dartmouthaoa.blogspot.com/).

PLEASE DO NOT DELAY.

We have also enclosed a brief survey for you to complete and return. Mail
your survey to us at <box number>, or respond by e-mail at <e-mail address here>. To ensure that the Board of Trustees will have the benefit of the views of alumni before taking action, we ask that you submit your response to us by <date>. We will present all responses received as of that date to the Board.

We believe it is imperative that the alumni make their voices heard on this
issue.

PLEASE SUBMIT YOUR OPINIONS TODAY.