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July 19, 2007, Conference Call
Participating: David Gale, Frank Gado, David Spalding, Lynne Gaudet, Alex Mooney, Kate Aiken, Bill Hutchinson, Tim Dreisbach, Marji Ross, Martin Boles, Kathryn Wallop, Cheryl Bascomb
Proxies: Kathryn to Marji; Alex to Frank; Tim to Burt, Kate to Hutch;
Old Business: 12:05~12:10 p.m.
a. Approve minutes of 7/3/07
Marji moved that three technical errors in the minutes be corrected; specifically: Resolution 1, line four should read ...the presiding officer, not offer; page two regarding procedure four, should read ...If they have duly noticed, not dully noticed; Tim's resolution #4, page 4, second sentence should read ...studying issues related to the Association constitution...Also, the text of Frank's resolution #4, page, 2 does not discuss proxies.Frank moved to accept these technical changes. Kathryn seconded the motion.The motioned passed with unanimous approval [11 to 0].
b. Vote on date of annual meeting 12:10 ~ 12:42 p.m.
The committee had a lengthy discussion about the date of the Association's next annual meeting.Several observations were made:
- Executive Committee attendance at recent annual meetings has been about 50%;
- Alumni attendance is dropping at meetings;
- The Constitution itself still provides that the membership of the Association be permitted to vote on the slate of officers at an annual meeting;
- Are officers elected, then at the annual meeting, or simply inaugurated?
- Meeting date and venue should be set to attract the greatest number of alumni;
- Avoid prejudicial dates and venues;
- Should a non-Hanover location be considered?If so, a prudent step would be to dialog with Club leaders whose organizations have sizeable alumni activity: Boston, New York, Northern California, DC and Los Angeles;
- Annual meetings may provide an opportunity for informing, discussion and the conveyance of non-binding resolutions;
- Web casts are costly.Alumni Relations has done three in the last three years and the participation rate was disappointing;
- Consider reunion time; perhaps rotating between younger and older reunioning classes;
- Commencement Sunday conflicts with student and family activities;
- Consider the possibility of holding the annual meeting at the close of spring Council weekend;
- Consider reducing the election period overall for both Trustees and the Executive Committee, having that period conclude near the annual meeting.
Alex suggested that the Balloting Committee be charged with studying all options and present its recommendation to the Executive Committee during its next conference call.Recommendations are to be emailed as resolutions with supporting arguments to the Balloting Committee.Frank Gado moved that dates for the annual meeting be proposed by the Balloting Committee at our next meeting.Alex Mooney seconded the motion.The motion passed with unanimous approval [11 to 0].
c.. Status report on our letter to alumni: logistics and funding (also record e-mail vote on the lift note)12:42 p.m. ~ 1:45 p.m.
Marji reported that on the 16th she had forwarded the reformatted letter to a printer. The letter does include the names (not signatures) of those Executive Committee members approving the mailing.Marji will resend an electronic version of the letter to the Executive Committee.Frank Gado reported the actual mailing was in process and he assumed the letters would be going out within the next 2 days (July 21).Frank also reported he had made an unsecured loan of $23,875.00 cover costs of printing and mailing.He has handled the finances through his publishing firm.
Frank said that due to legal hitches or possibilities for problems that he would not reveal the name of the printing house or the owner of the list being used for the mailing.While he said he would like to be transparent, he just couldn't.
David Spalding asked for a consideration of transparency, noting that there could be legal implications for using a list of names improperly.The list source, for example, could be a person or organization that had not granted permission for its use.Additionally, what if the list had been compiled improperly?David also asked for a consideration of whether or not this mailing was coming now from the Association of Alumni; from an individual, Frank Gado; or, from another entity.Should the mailing be on behalf of the Association? If yes, then it has the right to know.How was the mail house selected and who owns the list?
Dave Gale dropped off the call. [David voted to accept the change to the Association web page but would abstain from the balance of the decisions].Kate Aiken and Alex Mooney dropped off the call.
Burt observed there needed to be legitimacy for the printing and mailing costs before reimbursement could be approved.He moved that Marji get quotations for similar mailings, to show this is in-line with the right amount for mailings of this type.Kathryn seconded the motion.
Frank agreed to break down the project costs.
Bill also felt that if the Association's Executive committee was at any risk it should know all particulars up front.
Discussion followed regarding the true source of the mailing list and its legitimacy.Did the list owner give permission for its use? What, if any, are its restrictions for use?Concern was raised about mailing to alumni who did not wish to receive mail from or regarding the Association.The issue of perception was also raised: those receiving the letter will believe it is a College mailing.
Frank noted the action of the mailing established a degree of Association independence from the College.
Burt offered to withdraw his earlier motion and moved that the Executive Committee ask that the College be requested to provide funds to explore the legality of mailings of this type using a law firm that does not have a conflict of interest with the College.
Kathryn seconded Burt's first motion, which then passed unanimously.
Discussion returned to the question of seeking College Counsel's advice.David Spalding advised that whoever was consulted would necessarily want full disclosure of the facts.Frank repeated his unwillingness to surrender the information.Burt observed that advice using hypothetical theories is a useable legal option.Full facts would be requested upon retainment.Kathryn seconded the motion to ask the College for funds for a legal review.
David Spalding felt it would be prudent to hold off the mailing until Bob Donin had been consulted or other legal review obtained.Frank noted, "it was too late."David Spalding commented that it might take two to three days to have independent Counsel's input.
Bill asked for a vote:
No: David Spalding.
Yes: Frank Gado, Alex Mooney, Kate Aiken, Bill Hutchinson, Tim Dreisbach, Marji Ross, Bert Boles, Kathryn Wallop, Cheryl Bascomb.
Abstaining: David Gale.
David Spalding reiterated that the mailing should be held off until we receive legal advice.Frank repeated that was not possible, the mailing was under way.
There was more discussion about whose list was being used.
Establishing an account for funds to reimburse Frank Gado was discussed.
Tim requested of David Spalding that he establish two accounts: one for College driven funds and the other for Executive Committee controlled funds which would be raised like Friends groups do.David repeated his earlier remarks regarding Development's moratorium on new Friends groups and pointed out the Association is not a separately incorporated entity.Frank suggested that the Hanover Institute might be able to raise the independent funds of the Association.Tim is willing to solicit funds as long as there are no strings attached.Marji pointed out that if Frank were to receive private reimbursements, the amount owed him by the Executive Committee would decrease.She reminded the group that it had agreed to solicit to cover costs.
Burt dropped off the call and gave his proxy to Tim.
[n.b.]Bill reported after this call that the e-mail vote regarding the lift note was as follows: seven for (Alex, Bert, David Gale, Frank, Kathryn, Marji, and Tim) and four against (Bill, Cheryl, David Spalding, and Kate).
d.. Review communication with the trustees: questionnaire responses, etc., 1:45p.m.~ 2:00 p.m.
Bill will follow up with David Gale regarding a questionnaire for alumni responses.
a. Tim's motion to change AOA web site information
On Monday, July 16 Tim wrote, "I would like to recommend we consider a resolution on Thursday to instruct the Alumni Relations staff to replace the description of the Association on the AR-maintained AoA website with the following, as soon as possible.:"The Association of Alumni of Dartmouth College was organized in 1854.Its membership includes "every person who has ever matriculated as a full-time student in pursuit of a Dartmouth degree" at the undergraduate College; in an advanced degree program in the Faculty of Arts and Sciences; or at Dartmouth Medical School, Thayer School of Engineering, or Tuck School of Business.The Association does not simply represent alumni; rather the Association is the alumni, as it comprises all of them. The Association's current leaders, being the officers and other members of its Executive Committee, were chosen in a membership-wide election,open to all without the former requirement for voters to be physically present in Hanover. According to our Association constitution, those leaders have a fiduciary duty to be responsible for the general interests of the Association, i.e. to understand, promote and protect those alumni interests."[10 m.]
David Spalding asked Tim to consider striking the word "instruct" and replace it with "ask."Tim approves that change and moved that it be seconded; Frank Gado seconded the motion.Tim reversed his motion.David Spalding briefly explained the management process for the Alumni Relations web site.Tim made a third motion and replaced "instruct" with "ask."He was hopeful the new Association description would be online within the next few days.A vote was taken.David Spalding voted no [10 to 1 in favor of asking the Alumni Relations staff to replace the Association's description.]
David noted he would work to follow up with the Communications team and have an answer by August 2nd.
b. AOA Governance Committee: begin suggested amendments, work with Council, etc., 2:00 p.m.
The Governance Committee will begin formalizing amendments for the next voting cycle.Tim suggested working off line and reporting to the Executive Committee at its August 7 call.Bill noted that the time between this call and the next should be used for all established committee work.
c. AOA Balloting Committee:begin review of guidelines, etc.
The Balloting Committee will begin a review of the guidelines in addition to working on a date for the annual meeting.Bill chairs the Balloting Committee.
d. Other business
At 2:02 p.m. Frank moved the meeting be adjourned and Cheryl seconded that motion.All remaining on the call unanimously approved the motion.
Next meeting: Tuesday, August 7, 2007 8:00 p.m. EDT
Dial: 866 420-6168 then conference code 6462312 when prompted.
Vice President for Alumni Relations