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July 26, 2007 Subj: Review of Newsletter 05-07-Part 1 Refer to: Central Region Letter 06-07 ********* Dear Central Region Alumni:
As I pointed out in my other Newsletters, my duty to communicate with you is made clear by the Alumni Association Bylaws/Operating Manual: “…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.”
On July 3, 2007 I received an email from ADM Carlisle Trost, USN (Ret.) in his capacity as Chair of the Alumni Association. In his email ADM Trost took issue with my Newsletter 05-07 indicating, among other items, that I mischaracterized the June 28th telephonic Board meeting and its intentions. I replied to all of his points and proposed, in the interest of transparency and full disclosure, that I forward his email with my response to all who I sent the original Newsletter 05-07. ADM Trost graciously agreed to my proposal, and our exchange is presented below verbatim. Because I have no way of sending attachments with my email, I will forward the attachment I referred to in my responses in the next Newsletter—in that way the record will be complete and transparent. The email exchange begins below:
“ADM Trost:
I have reviewed your July 3, 2007 email to me, with hard copy follow up sent by certified mail – return receipt requested, in which you took issue with a number of points addressed in my latest Central Region Newsletter 05-07. In particular, you indicated that you believed that it contained information that was “at best, a mischaracterization of our meeting and our intentions”, including a “tone and tenor” suggesting that I am not supportive of the Alumni Association. Since you identified a number of specific items in various paragraphs of that Central Region Newsletter 05-07 that you believed to be in error, I will likewise address each in turn later in this response.
Before I do so, however, I would like to point out that for more than five years I have been issuing Central Region Newsletters, at my own expense, using no Association funds and receiving no Association assistance. These 112 Newsletters are archived at http://www.wcginc.com/usnaaa. I have never received a complaint from alumni about the tone and tenor of those Newsletters until your present complaint and a recent one from Vice Chairman of the Board, Corbin McNeill. I have received many messages from alumni praising the professionalism, thoroughness, and factual basis which I try to maintain in every Newsletter I write, and expressing appreciation for the work I do in preparing them. As you may recall, the complaint from Corbin was an attempt to “admonish” me on behalf of the Executive Committee for the contents of my Newsletter #02-07 which advised alumni of a late addition to the agenda for the April 27, 2007 meeting of the Board. That addition scheduled a Board vote on a proposed change to the process for the selection of candidates for the positions of Chairman and Vice Chairman of the Board. I responded to that “admonishment” with a letter, dated May 14, 2007, to all Trustee members of the Board. As of this date I have received no response from you or the Board to my letter.
You sent copies of your present complaint about my #05-07 Newsletter to all voting and non-voting members of the Board. I am sending copies of this response to the same people, and respectfully request all members of the Board, but especially all voting members of the Board, to review my May 14, 2007 letter. For everyone’s convenience, a copy of that letter is attached. Please pay particular attention to the last section of that letter, entitled “Issues that I Believe We Need to Address.” I sincerely believe that our collective efforts and time would be more productively spent focusing on those issues rather than discussing personal opinions that the communications of other honorable men and women might be interpreted to reveal a meaning someone considers “biased.” As of this date I have received no response from you or the Board to my letter.
In that letter I mentioned one issue of particular relevance to your present complaints. Sometime between February 2006 and the present day, major changes were made in the Board’s Operating Manual. Those changes affected the section concerned with the duty of a Trustee to communicate with alumni. I can find nothing in our records which would indicate that those changes were ever reviewed by the Governance Committee. Having attended every Board meeting during that period, I know for a fact that those changes were never discussed, voted upon, or approved by the Board. I have restated that issue in its entirety in the Appendix to this e-mail for your convenience and the Board’s. I respectfully request you, as Chairman of the Board review this issue and report to the Board as to how these changes came about.
RESPONSE TO ASSERTIONS
(ADM Trost): I have just reviewed your attached summary of the 28 June BOT meeting and I find it, at best, a mischaracterization of our meeting and our intentions. Let me be specific:
(Wass): After carefully reviewing your specific comments, I find that virtually all of them are based on an interpretation of what you seem to believe that I intended to say, and not on what I did say; or alternatively, a difference of opinion as to how a Board member of a civilian alumni organization that has fiduciary responsibilities to its Association as prescribed by Maryland law should behave as opposed to that of a junior officer in a military organization.
I have prepared the following point by point response in order to completely address your concerns. After reading the complete responses below, I hope you will see that Central Region Newsletter #05-07 was prepared with the most honorable of intentions, meant no more than what it clearly said, was not based on any improper motives, and was not intended to advance any hidden agenda.
(ADM Trost): In paragraph 3 you make the assertion that I issued an email that stated that "... he, the Vice Chair, President and Secretary were engaging an attorney...." John Simcox has been the Alumni Association’s attorney of record for many years. Your "interpretation" suggests some ulterior motive on the part of the chair, vice chair, president/CEO and secretary. In any case, part of my role is to lead the board, which is exactly what I was doing at that time. (Wass): This, I believe, is an example of your interpretation of what I meant to suggest rather than what I actually wrote. On May 21, 2007, Skid Heyworth sent an email to all Trustees stating, in part, “should you receive any such communication and/or threat of legal action, please forward any and all information to me. I will work with the Chairman, CEO and CFO and, if necessary, we will engage legal counsel.” (Emphasis added) Another factual base for my statement is the fact that, on May 31, 2007 you sent an email to all Trustees stating, in part, “yesterday Corbin and I met telephonically with George Watt, Hank Sanford, Skid Heyworth, and attorney John Simcox to discuss options regarding the letter many of us have received from Messrs Tackney and Tate in which they allege by-law violations. I have asked John to provide us an assessment of the allegations that we will share with the entire board at a telephonic meeting at the end of June.”
Based on the above facts, none of which have anything to do with motive, I think your interpretation of my statement of fact as suggesting an ulterior motive on anybody’s part is unjustified.
(ADM Trost): In paragraph 11 you stated that “. . . 26 of the 29 Trustees in attendance, plus the Chairman’s attorney . . . “ . Again, Mr. Simcox was not my attorney. In this specific case he was acting as counsel for the entire Board of Trustees. Your statement further suggests that something sinister was going on.
(Wass): I made no accusation that anything sinister was going on. I see no reasonable way to interpret the simple phrase “plus the Chairman’s attorney” to contain an implied accusation that something sinister was going on. Let’s be clear. I do not know now, nor did I know when I drafted the Central Region Newsletter 05-07, anything other than the information contained in the e-mails I quoted above about how Mr. Simcox was chosen as the attorney to provide advice in the current dispute. There was no Board discussion of whether we needed to hire an attorney before we explored other ways of defusing this dispute, let alone which attorney might be most appropriate if we decided we needed one, or what kind of instructions he should be given. What I do know, however, is that I did not participate in engaging him or in determining what he should be instructed to do; nor do I know what information was provided to him or what agreement was made with him in regard to compensation. I doubt that any Trustee beyond the Executive Committee, and perhaps not even it, knows any of those things. It is certain that no Trustee voted on any of those things because there was no Board meeting where any of that was on the agenda. In light of all of that, and despite your opinion to the contrary, I find it difficult to think of him as “counsel for the entire Board of Trustees.” Hence, my entirely innocent reference to the “Chairman’s attorney.”
(ADM Trost): In para 6, you make reference to an Executive Committee meeting on the 7th of June. You complain that you only received info on what was discussed in that meeting from another regional trustee, who is a member of the Executive Committee, and that no formal word of what was discussed/decided in that meeting was put forward to other Trustees. That is not unusual as the Executive Committee is specifically empowered to make decisions in the absence of a full board.
(Wass): Some Trustees may consider the Executive Committee to be a “mini-board” with powers equal to, or perhaps even greater than the actual Board, but this belief is at odds with our bylaws. Furthermore, it is as easy to arrange a telephonic meeting of the entire Board as it is to arrange a telephonic meeting of the Executive Committee, particularly with our new, greatly expanded Executive Committee. On an issue so far out of “the ordinary course of business” as this, as well as one involving considerable liability for the Board and the Association, I believe there is no reason why only the Executive Committee should have been involved. In fact, I believe that prudence and the By-laws dictate that the entire Board should have been involved at all stages of the process. The By-laws specifically provide that the Executive Committee “shall seek approval of the Board in matters requiring action of the Board.” The only reasonable interpretation of that requirement is that in matters requiring action of the Board the Executive Committee cannot act on its own. This would certainly include something so far out of the ordinary course of business as a threatened lawsuit against each and every Trustee. It can only recommend action to the full Board. In this case, either the Executive Committee, or some smaller group of individuals, acted, and in my opinion did so without authority under the By-laws.
(ADM Trost): In this case, no decisions were made as I was advising them of our proposed course and seeking their input. (Wass): In fact, decisions were made. A course of action to deal with the Tate & Tackney letter was determined. An attorney was hired. That attorney was given directions and provided with information. Somebody agreed to pay him. When you say you were advising them (meaning, I assume, the Executive Committee) of “our proposed course,” it begs the question of who the word “our” refers to. It certainly could not have been the Board, because the Board had not met, nor discussed the situation at all. Obviously, a course that would affect the entire Board had been proposed without any Board discussion.
(ADM Trost): Additionally what you failed to mention, is that I did in fact brief the board on the entire content of the Executive Committee meeting at the beginning of the 28 June meeting, which the record will show has been a consistent practice for me and my predecessors and is in full accordance with the Operating Manual.
(Wass): It is a fact that the Board was briefed on the June 7, 2007 telephonic Executive Committee meeting during the June 28, 2007 telephonic Board meeting. Being briefed on a meeting of the Executive Committee on an issue of such singular importance to the entire Board is not a substitute for a timely Board meeting at that early stage of the situation. Trustees who are not on the Executive Committee had, as a Board, no opportunity to raise questions, discuss issues, explore alternatives, decide appropriate courses of action, or in any other way discharge their duties as a Board for more than a month after the T&T letter was received.
(ADM Trost): In para 8 you state, "The June 15 deadline set by T&T date passed without substantive response by the Board." This, too, is at best misleading – it certainly is not factual, but does provide your personal opinion – because the board secretary did in fact respond to Messrs Tackney and Tate in a letter dated 31 May 2007, a copy of which each member of the board – and that includes you – was provided. In that letter, the statement was made, “Once we have had the chance to analyze the issues you have raised, we will respond to your letter.”
(Wass): I do not believe, nor would any fair-minded executive or attorney believe, that telling someone their letter has been received, and that they will receive a response at some indefinite point in the future is a “substantive” response. The one-month deadline proposed by Mr. Tate and Mr. Tackney gave the Board an opportunity to engage them in a dialog and to explore their grievances. The Board could have told Mr. Tate and Mr. Tackney to go pound sand, but it did not. That would have been substantive. The Board could have done any number of things, but in fact the Board had no opportunity to do anything because a Board meeting was not called until two weeks after the Tate & Tackney deadline. Despite your statement to the contrary, I believe this to be factual, and not misleading or simply my personal opinion.
(ADM Trost): I had no intention of pulling this board through a knothole in order to make an artificial deadline imposed by Tackney and Tate.
(Wass): I don’t know what you mean by “pulling this board through a knothole.” I would have welcomed the opportunity to participate with all other Trustees in discussions of how we should have handled this unparalleled situation. That is part of the obligation I assumed when I became a Trustee. I would hope that most, if not all, other Trustees feel the same way.
(ADM Trost): I wanted to ensure that we evaluated the matter thoughtfully, and then allow the members to review counsel’s opinion. There was not one complaint from any member that they did not have enough time to review the opinion before the board meeting.
(Wass): Whether Trustees’ had sufficient time to review a lawyer’s opinion in which they had no part in soliciting is not the issue. On May 21, 2007, Mr. Lynn Wegner, a duly elected Trustee, sent an email to you as Chairman, to all other Trustees, and to the Secretary, stating in part, “If this letter [the expected letter from Mr. Tate and Mr. Tackney] addresses a matter of any substance, I do not want the Chair, CEO, CFO and the Sect’y making decisions on this and asking for our support after the fact. We are all Trustees with one vote each. We have responsibilities and we should all be involved in any discussions all along concerning our BOT.” Trustee Wegner’s reasonable request as a Board member was not acted upon, and I believe his concern in possibly not being able to exercise his lawful responsibilities as such is a fundamental issue in this matter, especially when one considers the risk to and possible impact on the Association.
(ADM Trost): What you also failed to state is that Messrs Tackney and Tate pre-empted our work – and thereby had no intention of dealing in good faith – with a communiqué sent to all alumni before their stated 15 July deadline for BOT response.
(Wass): Because of the nature of your concern and the several communications that factually deal with this matter, my response must necessarily be lengthy so as to set the record straight. Mr. Tate and Mr. Tackney stated in their May 19, 2007 letter to us that they believed they shared “with the Board a desire that this untenable situation be satisfactorily rectified without resort to public proceedings.” They informed us of an internet “web-site” they had prepared to convey their concerns to alumni. They told us “this site is not currently available to alumni. When opened, it will inform alumni of our intent, serve as an ongoing forum for communications, and solicit and organize support for this effort. If you want to visit the site, you may do so by entering the user name and password ‘USNAAA.’ At this time, the information about the existence of the website and the login access is being given only to members of the Board for their consideration. Please do not share it with others”. (Emphasis added).
On June 5, 2007, ten days before the June 15th deadline, you sent an e-mail “update” concerning the Tate and Tackney letter to “Chapter and Class Presidents and Corresponding Secretaries.” Many of those people then, of course, sent it on to their constituencies. Very quickly, many hundreds, perhaps even many thousands, of alumni had your communication in hand. Hence, you “went public” with a description of the dispute, not Messrs. Tate and Tackney. I would note that your message was sent without any discussion by the Board, or any approval of the Board, to “go public” prior to the June 15th deadline.
On June 7, 2007, Skid Heyworth the Board Secretary sent the following e-mail to all members of the Board of Trustees: “Since ADM Trost sent out his update on June 5, we have had several class and chapter leaders ask for a copy of the letter. This was addressed at today’s Executive Committee meeting, and we have a standard response. (Emphasis added)
Thank you for your inquiry. By way of very general summary, Messrs. Tackney and Tate contend that the Board has misconstrued certain provisions of the bylaws dealing with trustee tenure. The Association and its counsel are reviewing the two members recent letter and will provide an assessment to the Board. Thereafter, the Board will determine whether the claims have merit. The action of the Board on this matter will be documented as required and made available to the membership-at-large in due course.
Feel free to use this response if you are asked for a copy, or send the request my way and I will be pleased to respond on behalf of board members.”
In summary, it was the Association that went public with portions of the letter from Mr. Tate and Mr. Tackney. Class and chapter leaders asked for a copy of the actual letter. The Secretary, acting without authority under the By-laws or approval of the Board, then directed all other members of the Board that they should not provide class and chapter presidents with a copy of the letter if requested, but rather send those alumni leaders a terse standard response which was prepared without Board discussion or approval, or in the alternative, refer the request to him for response.
Only later, on June 8, 2007, after the Association sent out its June 5th update, Mr. Tate and Mr. Tackney addressed the same people, i.e., Chapter and Class Presidents and Corresponding Secretaries. Their correspondence stated:
“You recently received an e-mail from Carl Trost in which he referenced a carefully edited version of a letter we had sent to each member of the Board of Trustees. In that letter we told the Board of concerns that we have about by-law violations we believe have occurred during the past several years. We also provided what we considered to be appropriate remedies, and asked that the Board take in-house action to implement them. We stated our belief that this matter would best be handled without involving the membership, and pledged not to disclose or discuss our concerns until after the Board had reasonable time to review the letter and respond to us.
We have made every effort to honor this pledge. Carl, on the other hand, has elected to publish a carefully crafted synopsis of our letter to the Class Presidents, Chapter Presidents and Corresponding Secretaries. We feel compelled to address these same groups. We strongly feel that everyone in these three groups should have an opportunity to read the letter in its entirety and make their own judgment as to the validity of its contents and the appropriateness of the proposed remedies. We ask that you read the letter with an open mind and share it with your constituency as you deem appropriate.”
After thoughtful consideration of your statement, with the above facts in mind I cannot now charge Mr. Tate and Mr. Tackney of having “pre-empted our work – and thereby had no intention of dealing in good faith” because they “went public”, even though the Association “went public” first, I would consider such a charge to be highly inaccurate, and in good conscience could not do so.
(ADM Trost): Frankly, you give me the impression that you were disappointed in the comprehensive work done to reinforce for all of us that we are good stewards and we are acting in the best interests of the Association.
.(Wass): I certainly did not intend, nor do I believe, that my statement conveyed “disappointment.” Whatever someone reads into it beyond what it actually says is a function of their point of view. I believe that each and every serving Trustee believes he or she is acting in the best interests of the Association, and that is as it should be. Whether we are “good stewards” has been publicly questioned. It doesn’t do any of us, or the Association, any good to react to those allegations by exhibiting more of the same behavior which gave rise to them in the first place.
(ADM Trost): Finally, in para 11 you make several comments that could easily be interpreted to mean that we were giving this entire issue short shrift, which we certainly are not. You talked to the length of the meeting ("It was a short meeting, taking about an hour...")
(Wass): The meeting did take about an hour.
(ADM Trost): when in fact a more balanced and factual report would have said that the meeting had been preceded by all Trustees having been provided not only the T&T letter, but also our counsel's very detailed response thereto.
(Wass): Intelligent discussion and debate takes time. The fact that the Secretary sent to us copies of the Tate and Tackney letter beforehand, which all of us had already received directly from them, and a copy of a legal opinion, didn’t make the meeting last any longer or lead to any more intelligent discussion or debate. The meeting still took only about an hour.
(ADM Trost): Moreover, you could have said that the Chair asked if there were more questions, and when the motion was made to adopt counsel's position, the Chair again asked if there was any further discussion and there being none, a vote was taken. The issue that was raised by one Trustee regarding the manner in which the response would be handled was dealt with in an even handed manner. A very straight forward response would be prepared using what the Board had just adopted as the foundation, that the response would be civil in tone and content, as well as factual.
(Wass): I could have said lots of things but chose instead to be as focused on the facts as possible, as the Newsletter was already quite lengthy. For example, if it were available to me I could have sent Central Region alumni a verbatim transcript of the entire meeting. I did not, as I didn’t have it available and few would want to read it if I did. The motion to “adopt counsel’s position” was a non sequitur. Legal counsel does not have “positions” on how boards should handle sensitive issues. Legal counsels produce legal opinions. Sometime they are correct and sometimes they are wrong, and sometimes they are inconclusive. Even when legally unassailable (and the opinion we received did not appear to be solid from my perspective) those opinions are often irrelevant or insensitive to the political issues involved. I had hoped that we would have an extensive discussion on how to respond to Mr. Tate and Mr. Tackney but we didn’t.
(ADM Trost): Your description of the "new business" discussion could be interpreted to mean that the Chair would direct the Governance Committee to make changes which would support a single slate candidacy. That is not the case,
(Wass): My Newsletter statement merely said, “he indicted the Governance Committee will be taking up the issue.” If I had wanted to say that I thought you would “direct” the Governance Committee to do anything, I would have said exactly that. I did not. If I had said that, it would have been merely my opinion. I hope you are not saying that I cannot say things in communicating with Central Region alumni which might possibly be interpreted by somebody to mean something with which you do not agree. I honestly don’t know how a Board of Trustees could possibly function on that basis.
(ADM Trost): yet you have decided to now make it an issue before the committee can even do its work and make its recommendations to the entire board.
(Wass): I did not decide to “make it an issue.” It is an issue. It is an issue that has been “on the table” for some time. It has been openly discussed by you in a presentation to the Chapter Presidents at their meeting in Alumni Hall just prior to our May 2007 Board meeting. It is an issue of very high sensitivity to many of the alumni in my Region, and, I suspect, to many alumni everywhere. Perhaps those alumni might like to communicate with the Governance Committee and attempt to influence their deliberations before that committee makes its recommendations to the entire board. I would hope that in a free, open, and representative society that the Association sees nothing improper about that.
(ADM Trost): At the beginning of your newsletter, you state, “I will try to update you on this matter in a factual way . . . to have more facts than personal opinion from me.”
(Wass): True. That statement is an aspiration, and by and large I think I succeed, but I must always try to do better.
(ADM Trost): Your newsletter is typically short on facts, very long on personal opinion
(Wass): That is your opinion and you are of course entitled to it. I must respectfully disagree. If my newsletter to the alumni who elected me consisted entirely of my opinions, and if the alumni who elected me did not like that, they would let me know, and I would listen to them and act accordingly. As I mentioned a number of times, I get only positive feedback from them. My Newsletters are archived on my web site for all to see.
(ADM Trost): and has a tone and tenor suggesting you are not supportive of this organization
(Wass): As I indicated earlier, I try to be upfront in all my dealings, especially with the Alumni Association. I try not to “suggest” anything, but rather prefer to state exactly what I believe. I assumed an obligation to support the Alumni Association, its mission, and our alumni (especially those who elected me) when I took my seat in May 2002. I have taken and continue to take this obligation very seriously. On the other hand, I did not assume an obligation to support an individual trustee, nor even the entire Board. I believe my responsibility is to the institution, and to observe the bylaws/operating manual as written, and have done my best to carry this out. My May 14, 2007 letter to the Board details my views on communications and governance, and points out my belief that disagreement does not mean disrespect, nor does it indicate any lack of commitment to the Association or its mission. I have always tried to be respectful to all individuals, even when that respect has not been accorded to me.
(ADM Trost): or of decisions made by the board of trustees. You also conveniently mention only one of your duties, yet fail to mention the equally important, and expected, duties of care and loyalty.
(Wass): Care about what? Loyalty to what or to whom? My understanding has always been that the duties of Board members are quite well documented in the laws of the State of Maryland where the Association is registered, and in its bylaws and operating manual. If you believe otherwise, please define for me what you mean by “duties of care and loyalty” and I will be happy to discuss them with you.
(ADM Trost): In that regard, I have been very consistent in encouraging you and all other members to bring up your views and perspectives on every issue before the board and make a vigorous case for a desired outcome. However, once the board takes all arguments and discussion into consideration, and votes for a course of action, you are expected to honor and support the board’s position on the issue.
(Wass): There is a fundamental misunderstanding or difference of opinion at work here. There is nothing in parliamentary procedure or any other governance document of the Association which requires Trustees to “support” decisions made by the Board of Trustees. If every Trustee were required to support every decision made by the Board of Trustees, then nothing could ever change. In fact, every Trustee has a duty to use his or her experience, intelligence, good judgment, and knowledge of the opinions of his or her constituents, to decide whether any given policy, proposed or already in effect, is good or bad for the Association, and then to support or oppose it accordingly.
If even one Trustee on a board of twenty-nine genuinely believes that a policy, proposed or in effect, is not in the best interests of the Association, then that Trustee is duty and honor (as well as possibly legally) bound to argue, lobby, cajole, and attempt to persuade other Trustees to oppose and/or change that policy. The Association is not a military organization. Recent court cases, such as Tyco and Enron, underscore this point. Board members have fiduciary responsibilities which bind them to behavior different than in a business team or military setting. In political rather than corporate terms, a law is a law until it is changed, but there is nothing wrong with opposing the enactment of a law, or working to get a law changed once it is enacted. Most importantly, a law intended to stifle such opposition is illegal, undemocratic, a violation of parliamentary procedure, and/or unconstitutional; choose your own term.
From your comments, I get the impression that one aspect of the above outlined philosophy on which we might disagree is when the process expands to involve the alumni who elected us to administer their Alumni Association on their behalf rather than keeping the differences of opinion within our own little circle. I believe the former is the democratic process at work. What are we afraid of? Sunlight is the best antiseptic. Just as importantly in our case is the fact that the Bylaws of the Alumni Association are extraordinary in their requirement that almost everything done by the Board and its Committees be done in full view of our public. If there are those among us who would like to keep as much as possible out of view of the alumni, that is not only fundamentally wrong, it is a violation of our Bylaws.
(ADM Trost): With that, I now expect you to do the following:
· Send a correction in short order to the Central Region that adds the facts while removing your personal bias in the matter.
· Confirm to me, and your board of trustees colleagues, that you wish to continue to serve responsibly on this board, because your actions continue to demonstrate a lack of commitment to support the board, its mission and decisions made by it.
(Wass): You sent me an email, followed by hard copy in a certified, receipt-required envelope, and closed your email with a clear threat - actions that display an intent to silence any opposition. It is unfortunate that you have chosen this path, which I think will do nothing to address the real issues before us.
However, to the extent that my Newsletter may have mischaracterized any aspect of the 28 June BOT meeting, I am happy to issue a clarification. In that regard, and to be responsive to your concerns, I propose that I forward your letter, as well as my response to your assertions, to all who received Central Region Newsletter 05-07. Then it will be fully transparent to all concerned. Unless you have an objection, I would send it by July 24 (because soon afterwards I will be on vacation and without reliable email until late August).
As far as my loyalty to the Alumni Association, I can, without reservation, assure you and the Board that I have the Association’s best interest's at heart and will strive to be as objective and accurate as possible in all my communications. I will confirm to you and the Board that I intend to serve out my second term which expires next May.
Earlier in this communication I referred to an open question contained in my letter of May 14, 2007 to you and the other Board members. The Appendix that follows lists the open issue in its entirety.
Very respectfully, Leonard R. Wass Captain, USNR (Ret.) Central Region Trustee
Attachment: Leonard Wass May 14, 2007 letter to the USNAAA Board of Directors
APPENDIX Open Issue:
“How did changes occur to the Operating Manual without knowledge or approval of the Board, or at least a thorough review by the Governance Committee?
As recently as February 2006, the Operating Manual Article 1 Section F, entitled “Trustee Expectations”, contained numerous mandates to Trustees including one on communications that said:
“ …being a Trustee of the Association involves serious responsibility. This quality consists of the simple duty of attending Board meetings and contributing one’s best judgment on problems facing the Association to a variety of directly supportive activities. Of utmost importance is the responsibility to communicate effectively in explaining to our individual constituencies about issues, initiatives and activities of the Association.” (Emphasis supplied)
Since that time, this entire section has disappeared without discussion or explanation, and “Trustee Expectations” are now completely different and under Article 1 Section G. Our governing documents are important legal documents for all to adhere to and live by, and this disappearance of important Trustee mandates requires an answer as to how this change was authorized and made.
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