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May 25, 2007, Conference Call (11:00 a.m. EDT)
Participants: Bill Hutchinson, presiding; Martin Boles, Tim Dreisbach, David Spalding, David Gale, Kate Aiken, Cheryl Bascomb, Marji Ross, Frank Gado, Alex Mooney, Kathryn Wallop, Patsy Fisher, recording secretary
Agenda
1. Welcome
President Bill Hutchinson welcomed and congratulated the new committee members for their successful election.He addressed the protocol for speaking and noted than an executive summary of each conference call would be distributed in a timely manner.Bill will forward Executive Committee (EC) contact information to the EC shortly.
2. Communication with the Board of Trustees (BOT)
Bill reported on his recent conversation with the Council's past president and current president-elect and with Alumni Relations concerning the role of the Nominating and Trustee Search Committee and future alumni trustee elections.He had not spoken with the BOT however.With regard to the Nominating Committee, nothing has changed, that committee's new chair is very enthused and committed to nominating three strong and qualified candidates for the next election cycle.
Frank Gado asked that his resolution be put forward for a vote of the Executive Committee.Alex Mooney seconded the motion.
The motion is as follows:
1.Whereas the Association of Alumni of Dartmouth College, founded in 1854 and consisting of all living matriculated former students of Dartmouth College, Tuck School of Business, Thayer School, and Graduate Arts and Sciences programs, is the only organization representing all Dartmouth Alumni; and,
2.Whereas this same Association, in 1891, after two decades of negotiation with the Dartmouth College Board of Trustees, won the right, by agreement with the Board, to select half of the College's trustees as Alumni Trustees; and,
3. Whereas the uninterrupted exercise of this right has redounded to the great benefit of Dartmouth for 116 years; and,
4. Whereas this democratic process has more closely bonded alumni to their College in a harmonious relationship and contributed to the loyalty for which Dartmouth alumni are legendary; and,
5.Whereas developments in communications technology have enabled record levels of participation and engagement by alumni in the governance of their College and the election of Alumni Trustees; and
6. Whereas the present Chairman of the Dartmouth College Board of Trustees, William Neukom, in a public statement to the Alumni Council on May 19, 2007, indicated that the Governance Committee of the Board are considering changes in the right of alumni to select half the board as Alumni Trustees;
7. Whereas this right is now manifestly threatened; and,
8. Whereas the Constitution of the Association requires that the Executive Committee of the Association of Alumni of Dartmouth College "shall have charge of the general interests of the Association...":
Be it resolved, that it is the considered opinion of the Association of Alumni of Dartmouth College that any action designed to violate, restrict, abridge, or dilute the traditional right of alumni to select half the College Board of Trustees would be injurious to Dartmouth College and the interests of its students and alumni.
Be it further resolved, that the Association of Alumni strongly urges the Board of Trustees not to attempt to violate, restrict, abridge, or dilute in any way the present or future right of alumni to select half the Board of Trustees.
Be it further resolved, that the Association will take all actions necessary and advisable to protect and insure retention of its constitutional right to nominate and elect Alumni Trustees.
A robust conversation of the EC followed, with all members taking an active role in expressing his/her views about how to approach the BOT, when to approach the BOT, and whether or not to present Frank Gado's resolution as written or amended to the BOT, inclusive of its conditions.Frank accepted one amendment to his draft which changes the wording from "any means possible" to "all appropriate measures."
The EC was informed that the BOT has a standing committee to review its governance structure. This has been in place several years.The BOT has made changes in the past which were never challenged by alumni. Some members of the EC were adamant that President Hutchinson present the board with the amended Gado resolution, urging the BOT to make no unilateral changes to the alumni trustee selection process.Others on the committee objected to specific language in the resolution that deems "any action" injurious, and "strongly urges" the BOT "not to attempt . . . [to change] . . . in any way . . . present or future [alumni] rights, and that the "Association will take all appropriate measures to protect and insure retention of those "right[s]".
Committee members were open to considering improved language to the resolution prior to its being sent, and offered to continue the conversation electronically.
The committee agreed to revoke the resolution before sending it to the trustees, if Bill could communicate personally with the Board and receive assurances that it would not make a unilateral decision with regard to the election of alumni trustees.
Prior to the vote, Gale's objection to the word "manifestly" was met with agreement to "table" amendment to that clause; the possibility of similar amendments in regard to the "tone" of the resolution was accepted by Gado, so long as those changes be restricted to specific words and limited to isolated sentences without altering their meaning. No one objected.
Vote on the resolution:
Opposed: Cheryl Bascomb, Bill Hutchinson, Kate Aiken, David Gale, David Spalding
In favor: Kathryn Wallop, Frank Gado, Marji Ross, Martin Boles, Tim Dreisbach, Alex Mooney
The motion carried with six in favor and five opposed.
3. Committees and work groups:Nominating, Balloting, Communication, Governance, Oversight (?), Other (?)
President Hutchinson outlined the EC committee structure including: the Balloting Committee, and the Nominating Committee, and his desire to establish working groups on communications, governance, oversight, and a council liaison.Gado objected, stating that the EC would approve appointment. However, the Association's constitution specifically allows the president to appoint committee members.Bill will start the recruiting process which may include non-executive committee members.EC members were urged to email their respective committee preferences and ideas in the above regard.
4. AOA blog
All members of the executive committee are able to start new threads. That said, the site will need a monitor.Unless requested otherwise, all EC members will receive new updates via email.
The suggestion was made that in time it would be appropriate and useful for alumni to start threads on the AOA blog.
5. MacGovern suit status
The Superior Court has denied the motion on behalf of the Association to be reimbursed legal fees for the original litigation.This is presently on appeal at the Supreme Court level.(n.b. The Supreme Court has now also denied this request.)
6. Date for the next annual meeting
This topic merits continued discussion and centers on whether to hold an annual meeting in the spring, when Trustees are on campus, or to follow an older tradition of holding an annual meeting during the first Tuesday following commencement when Trustees have left Hanover. No decision was made.
7. Conference calls and in person meetings.
The AR office will poll the committee on the best day and time between June 4 and 8 to have the next EC conference call.The President is committed also, to an in person meeting as soon as is feasibly possible.
Due to the hour, the following to agenda items were not addressed.
8. Open discussion on the role of the AOA, goals for 07-08.
9. Other business.
Respectfully submitted,
F. Patricia Fisher
Director, Alumni Leadership
[Notes: Bonnie Bourdon]
Following the teleconference, several committee membersworked on an amended statement that was later approved via e-mail vote 10-1, (all in favor except David Spalding) sent to the Board, and posted on the AOA blog by some of the members of the EC (over the objections of some others). The text of the statement is as follows:
May 30, 2007
Board of Trustees of Dartmouth College
c/o Cheryl Reynolds
Executive Director of the Office of the President
Secretary to the Board of Trustees
6001 Parkhurst Hall, Rm. 209
Hanover, NH03755
Dear members of the Dartmouth Board of Trustees:
We, the newly elected officers and Executive Committee of the Association of Alumni, wish to convey the concern of a majority of our members regarding an issue raised in a statement made by current Board Chairman, Mr. William Neukom, to the Alumni Council on May 19, 2007.In those remarks, Mr. Neukom indicated that the Governance Committee of the Board would be presenting its report to the Board at its June 9, 2007 meeting and that the Board would consider changes to the alumni trustee election process and over-all Board composition at that time.
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.
For the committee,
William L. Hutchinson '76
President