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May 1, 2007 Subj: BOT Spring Meeting Report Refer to: Central Region Letter 03-07 *********************************************** Dear Central Region Alumni:
As I have pointed out in my other Newsletters my duty to communicate with you is made clear by the Alumni Association Bylaws/Operating Manual; I quote: “…being a Trustee of the Association involves serious responsibility...Of utmost importance is the responsibility to communicate effectively in explaining to our individual constituencies about issues, initiatives and activities of the Association.” ********************************************************* The Spring BOT meeting was held on Friday, April 27, with Committee meetings and a meeting of Chapter Presidents held the day prior. I will organize this report a bit differently than earlier ones to emphasize issues of most interest to alumni.
SPECIAL VOTES AND PROPOSALS
Two items that were listed in the agenda for a VOTE were deferred. One was the bylaw change proposal to relieve alumni from voting for the Chair and Vice Chair, placing this process in the hands of a Selection Committee and the BOT for ratification. The second was an Operating Manual change that addressed the conditions under which Region Trustees (and other Trustees) could use the Association email system to communicate with alumni in their Region. Although both proposals were listed on the agenda for a vote, they had not been vetted with the Governance Committee members until the day prior to the BOT meeting. Committee members wanted more time to review both proposals. I do not know why the proposals were listed without being reviewed and approved by the Governance Committee. Such review prior to listing on the agenda has been the routine procedure used in the prior five years that I’ve been a Trustee. Further, I was unaware that the proposals had not been properly reviewed when I advised you of them in my two prior Newsletters. Both proposals will be brought up at a later time for a BOT vote after more review.
A third proposal to add the Standing Committee Chairs as permanent voting members of the Executive Committee (ExCom) was approved by a vote of 28 to 1. Because I was the sole dissenting vote I believe you should know my reasoning underlying my vote: a. The ExCom is currently a fully-elected body by the entire membership, or smaller constituent portions like Regions and Classes. Adding 5 or more voting members who are appointed by the Chair changes the philosophy of this body’s organization and dilutes elected position votes with appointed position votes. b. The bylaws prescribe that the ExCom act on behalf of the full BOT in between BOT meetings for important and urgent matters. I believe it can do so quite well with the current composition, and can attest to this having served on the ExCom for a year. c. During discussion prior to the vote, the Chair indicated that the proposed larger membership would help with full implementation of the Plan 2010 report given to the BOT at our December 2006 meeting. At that December meeting there was no discussion of the report or its recommendations, which was to occur at the April meeting. No such discussion took place. It is clear, however, that all recommendations are to be implemented. In my view the entire BOT could be involved in the implementation of the report recommendations through electronic communications, such as conference calls and email, rather than relying on an expanded ExCom. The full BOT might also find a recommendation that they wish to cancel or modify.
Two other Operating Manual votes were held, and are discussed below in the bullet for Governance Committee reports.
CHAIRMAN’S REPORT – ADM CARL TROST ‘53
§ Will introduce a “consensus agenda” for routine administrative matters at the December 2007 meeting; this will make annual routine matters more efficient to handle by grouping them for a single vote, rather that voting individually. Discussion will be allowed for all items as in the past. § Gave ExCom report: o Two exceptions to the BOT Conflict of Interest statement were approved, i.e., a BOT member’s spouse working for the Association and another BOT member’s work with another organization. o Reminded BOT that he tasked Committees to completely review the Bylaws and Operating Manual for possible updating o Reminded BOT members of their responsibilities in serving on a not-for-profit Board, and directed attention to hand-out materials on this subject for each Trustee o Reviewing the “best practices” of other not-for-profit organizations for possible incorporation by the Alumni Association o Indicated the tardiness of the BOT “Read Ahead” is driven by late Committee input, but will not force anyone to vote without adequate time
PRESIDENT’S REPORT – GEORGE WATT ‘73
§ Had Trustees raise their hands if living less than 50 miles from Annapolis, and then a show of hands of Trustees who were flag or general officers; I believe his point was to show the two subsets are a minority, and therefore control of the BOT is OK § Most of the presentation was on the excellent financial health of the Association and generous fund-raising gifts from Alumni; unrestricted giving has been at record levels in this first full year after the main capital campaign finished—set a goal at $27 to $30 million annually for unrestricted giving; 52,000 Association members now—43,000 graduates; Gave $140 million to USNA so far for direct support § Closed his report by requesting Trustees who don’t support the Association to remain seated when all rise to sing Navy Blue and Gold at the meeting’s conclusion
VARIOUS COMMITTEE REPORTS
§ Joint Finance & Audit Committee Chair, Corbin McNeill ‘62 gave report; BOT approved proposed budget and “authorization to conduct business” for financial officers (required by law); Finances are in good shape with Association assets continuing to increase—total net assets at about $50 million § Joint Investment Committee, Hank Sanford CFO, gave this report--$148 million core portfolio up 13.6 % in CY06. Good results with the new Investment Advisor (TIFF); Formal investment policy statement developed after a year’s work—states structure, objectives, processes, and reasoning of investment program § House Committee Chair, Allan Davey ’67, reported ground breaking for Ogle Hall renovation project on 4/24/07; good progress and community support of project § Communications Committee Chair, Dan Proulx ’82, supported Op Manual change inviting the USNA PAO to committee meetings; recommended temporarily withdrawing the Op Manual change that proposed criteria for Trustee use of the Association email system which originated in the Communications Committee-needs more work; David Paddock ’77 will become the new Chair of this committee § Membership Committee Chair, Perry Martini ’71 reported that there are 52,000 Association members but 9,000 grads are not members—will target this group but half of them have no contact information; BOT voted to change the name of this committee to Membership & Alumni Services Committee consistent with the Plan 2010 report; the BOT also voted to change the membership goal to 60,000 and for a new Vision Statement (NOT Mission Statement which remains unchanged)—these recommendations came from Plan 2010 Review—the Vision Statement calls for the Association to be “…the most effective and most highly regarded Alumni Association in the world…” § Other Chapter Committee Chair, Lawrence Stovall ’84, had no report but indicated that Chapter Presidents met the prior day and approved moving forward to form a Council of Chapter Presidents § Admissions Committee Chair, Bill Rentz ’55, stated that large urban areas like NYC still have a problem recruiting African American candidates to USNA (Wass note: A few years ago I introduced the Admissions Director to eight inner city high schools in Chicago and that visit is starting to pay dividends.) § Governance Committee Chair, Carl McCallum ’60, reported. (See the section above entitled “Special Votes and Proposals” for major votes.) A vote was taken on whether the Op Manual should require the Communications Committee Chair to invite the USNA PAO to its meetings. After discussion the vote passed 27-2. I voted YES. Another vote was taken on reaffirming that the Association should not support of non-mission causes and vested the decision-making in the President. This proposal passed by a 29-0 vote.
CONTINUING BOARD BEHAVIOR ISSUES
§ The Vice Chair, Corbin McNeill ’62 took the floor and once again raised the issue of Trustee behavior citing “strong and intemperate responses to the issues facing the BOT” and “differences in behavior of Trustees”. He indicated the majority are collegial and trust the Board. Others have loyalty to constituencies, not the Association, and solicit input with a bias. This causes issues to crystallize before BOT debate. He said we need to understand disparities and hold BOT member behavior accountable. His desire is for a cohesive team that is collectively aligned on decisions, at least expressing only a neutral view after decisions are made. He indicated that only about 500 alumni are unhappy with the Association and they should not be given disproportionate attention § This was followed by a discussion by various Trustees, some of whom supported his view and a few that offered a different slant § I intend to produce another Newsletter on this topic because I have been the principal Trustee singled out by such discussions, and think it time for me to break my silence and report more thoroughly on this important topic
NEW BOARD MEMBERS SEATED, STANDING COMMITTEE VOTE, & ADJOURNMENT
§ Dan Proulx ’82 departed as the 80’s Classes Trustee and was replaced by Mr. Ingar Grev ’89 of Annapolis, MD § Mr. Tomas Wagner ’97 departed as the 90’s Classes Trustee and was replaced by Mr. Joseph Moreno ’93 of Carlsbad, CA § The Standing Committee list was then voted on—I pointed out in discussion that the Region Trustees had not yet carried out their annual election of the ExCom representative as prescribed by the Operating Manual—the Standing Committee list was then approved unanimously contingent upon the Region Trustees performing their work IAW the Op Manual and reporting the results § The meeting was adjourned with the singing of Navy Blue & Gold
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*** Central Region: |