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December 6, 2006 Subj: Fall 2006 Trustees Meeting Report Refer to: Central Region Letter 09-06 **** 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.”
This Newsletter covers the Board of Trustees meeting held on November 30, 2006. It was a routine meeting, so I’ve decided to convey the information as succinctly as I could. If you have questions or comments, please contact me.
Attendance Observation
The BOT meeting was poorly attended by alumni who sit in the gallery of Alumni Hall to observe the proceedings. I estimate it was only 1/3 of normal past attendance, and about half of those didn’t show up in the gallery after lunch. I don’t know why this dip in attendance occurred.
Chairman Remarks—ADM Carl Trost ‘53
§ He received feedback that the BOT spends a lot of time on minutia, and not on mission § Observed that the majority of the BOT is new since the May 2006 meeting § Tasked the Governance Committee to do a complete A to Z review of the Certificate of Incorporation, Bylaws, and Operating Manual to be consistent with one another and to reflect “the way things are done around here”; Will look at: o Future selection of Chair including practices of non-profit corporations in MD (Wass note: Essentially this means a look at mandating a single candidate slate by the Nominating Committee which the Chairman, in a recent communication to the BOT, said is a tradition in our Association because we are lucky to have distinguished 3- and 4-star alumni willing to serve.) o Whether past Chair should serve on the BOT o Whether the President of the Council of Class Presidents should take the seat vacated by the past Chair o Whether the composition of the Executive Committee should change (Wass note: The Chair favors eliminating the elected representatives that the Classes, Chapters, and Regions vote for. He would have all Standing Committee Chairs, who he appoints to those roles, as members of the Executive Committee) o Electronic voting o BOT effectiveness o Communications processes o Other items § Later in the meeting the Governance Committee Chair, Carl McCallum ’60, reported that the above items reported by the Chair were complete
Superintendent’s Remarks. These are presented in the next Central Region Newsletter, 10-06.
House Committee ,Capt Allan Davey ’67, indicated that all was going well with Ogle Hall renovation and local residents were complimentary of the project.
Joint Finance & Audit Committee, Corbin McNeill ’62, had the Audit Partner from McGladrey & Pullen give a very clean audit report—no adjustments. Budget vs. Actual YTD is OK. A new affinity credit card will be issued. Assets increased 6% and liquidity increased to $134 million. Good expense control. One Trustee questioned why the BOT only gets Consolidated Statements that include the USNA Foundation. Mr. McNeill response was that his Committee gets separate reports and then makes judgments on what allocations are appropriate. The end-of-year financials are shown for the Association alone.
Joint Investment Committee, Capt Hank Sanford, went over YTD returns. Core portfolio grew 5.8%. Total portfolio is $132 million. In first quarter the portfolio was turned into cash for two days to transition to TIFF, our new portfolio manager. Missed a market surge during those two days. TIFF did very well this year (12.7% YTD—Multi Asset Fund) and he is optimistic about future performance.
Communications Committee, CDR Dan Proulx ’82, indicated that prior Mid-Atlantic RegionTrustee, RADM Jack Adams ’58, raised questions of the usage of Association email system in contested elections. Committee decided to work with the Governance Committee to revise the Operating Manual. No conclusion has been reached on this issue. A new Association web site has opened. If an alumnus is not registered on the Association web site, their contact information is unavailable to other alumni.
Duties of Directors. Mr. John Simcox ’73, Outside Counsel, gave a presentation to the BOT on their duties, authorities, and responsibilities. He stressed that individual Directors (i.e. Trustees) do not have authority, but rather must act collectively. He also stressed that the BOT must be collegial in its deliberations and decisions—these discussions must be conducted in a civil fashion. Directors must act on behalf of the membership at large. Maryland law governs in all instances, and calls for Loyalty (i.e., no personal profit as a Director and must disclose conflicts) and Care (i.e., an informed and independent exercise of judgment). “As long as discussions remain civil there can be collegiality.” Honesty and due care shields Directors from personal liability.
Plan 2010 Review Committee, Captains Lear ‘68 and Martini ‘71, reported on their one-year work. They did not give any conclusions, but rather went over the process they used and gave a written report for the BOT to review after the meeting. They will answer any questions at the Spring 2007 Meeting. (Wass note: I have not read the report yet so I have no comments at this time).
Other Chapter Committee, LCDR Lawrence Stovall ’84 and former Chair Mr. Raese Simpson ’61, reported on an initiative to organize the Chapters around the world (100 in number and growing rapidly) along lines similar to the Council of Class Presidents (COCP). This initiative would give the Chapters a voice and role in the Association.
Admissions Committee, Capt Bill Rentz ’55, reported that applications to USNA are up from the fleet and the USMC.
Membership Committee, Capt Perry Martini ’71 reported that more Associate members have been added. We now are approaching 52,000 members. The new goal is 60,000 members by 2010 (or 75% of all graduates).
Council of Class Presidents, VADM Mike Haskins ’66, reported on COCP meetings. They had three speakers. ADM Chuck Larsen ’58 reported that $125 million has been given to USNA by the Foundation. $134 million remains in pledges and investments. No new campaign is envisioned for several years. George Watt said Shipmate was the #1 alumni magazine in the country. Chet Gladchuk, the Athletic Director, talked of reorganizing the athletic program by Club and Varsity Sports.
President/CEO Report, Capt George Watt ’73, encouraged Chapters to organize as a Council. He wants loyalty of the BOT to the mission. Showed slide of high Shipmate satisfaction by alumni, praised Shipmate, and said no work would be done to address the concerns of just a small percentage of alumni. Boasted about growth of assets and investments since amalgamation, and once again stressed the financial benefits of amalgamation. All class crests (starting with 1906) are now up in Alumni Hall.
New Business. Two Board-appointed Trustees were voted in. MGen Leo Williams ’70 was re-elected. Departing Trustee, LCDR Barton Phillips ’96 was replaced by Andrea Phelps ’85.
Next Meeting. The next BOT meeting will be held on April 27, 2007 with Committee meetings the prior day.
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*** Central Region: |