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November 27, 2007 Subj: BOT Meeting: Agenda & Other Matters Refer to: Central Region Letter 10-07 ********* 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.”
Because of the State Department meeting on the Middle East in Annapolis this week, our BOT meeting was rescheduled on very short notice to Monday December 10, 2007. Long-standing prior commitments on December 10 will prevent me from attending, even by telephone.
In keeping with prior Board precedents, I advised ADM Trost that I would be sending a substitute to sit in my place. He authorized an observer, which was later defined by the Board Secretary as a person who cannot sit with the BOT, cannot enter discussions with the BOT, and cannot vote. (Such persons sit in the gallery at every meeting without having to obtain permission).
On November 12 I sent an email to ADM Trost citing, by name, Trustees who on multiple occasions sent substitutes who sat with the Board, entered into Board discussions, and even voted. I asked to be accorded the same courtesies, or for an explanation of why I was receiving less favorable treatment. Because I’ve heard nothing from ADM Trost, his silence is my answer. (My volunteer substitute still stands ready to sit in my place, but it looks like the Central Region will not be represented at this meeting—for that I extend my sincere apologies).
Only a preliminary agenda has been received to date, and it is a typical, routine agenda comprised of committee reports. Of most interest are two reports, both of which are being put out for vote. One is the Nominating Committee, who has prepared a proposed slate for the Vice Chair, Eastern Region Trustee, and Central Region Trustee positions which will be voted on this coming winter. I have seen the proposed slate and see nothing extraordinary to report. I have been asked to keep the names confidential until the full Board gets to discuss and vote on the slate—a reasonable request that I will honor.
The second committee report of interest is the Governance Committee report which has proposed a large number of changes to the existing Bylaws which it calls “Bylaw Set#1”—with changes to virtually every paragraph of the Bylaws. Many of the proposed changes are merely for the sake of good grammar, consistency, and clarity. However, there are some major changes which require careful consideration. Some of these changes cover changes to the election of Board-Appointed Trustees (by a majority, not a 2/3 vote) and an authorized term for the Past Chair up to 12 consecutive years (6 as Chair & 6 as Past Chair), to name but a few. There is one change that affects each Trustee individually, however, that is of particular individual concern. This is the change to Section 8.5 concerning Indemnification and Insurance for Trustees. The proposed “Bylaw Set 1” replaces six paragraphs in Section 8.5 devoted to trustee liability and lawsuit protection with two short paragraphs. Further, these two paragraphs eliminate the provision of the present Bylaws which allows the Board to authorize the purchase of officers and directors liability insurance. That seems to be a very important change to be making at this time. Not being an attorney, particularly one competent in interpreting Trustee indemnification changes, I believe we need independent & qualified counsel to interpret to the Board whether we are better off, or worse off, with the proposed changes to this section 8.5. (This takes on even more import in view of the lawsuit recently filed by Messrs. Tate & Tackney against the Trustees of the Association. In that suit we are made individual defendants, by name, as opposed to collectively as a Board. The lawsuit is available to be read on Messrs. Tate & Tackney’s Naval Academy Alumni Action Group website, www.naaag.org )
Of equal or greater importance to me is the fact that the proposed vote on what is being called “Bylaw Set #1” is not proper in accordance with the existing Bylaws and Operating Manual which calls for this two-step procedure in which proposed amendments are first explained and discussed in one Board meeting, approved or disapproved in concept. Then, the changes would be put in the appropriate “legal” language and voted upon, again “seriatim” at the next meeting. These procedures were officially introduced to our Operating Manual only about three years ago in Section VIII.A, entitled Amending the Bylaws. That procedure allows a minimum of six months for Trustees to consider and discuss changes to the Bylaws. In the present situation that procedure has been compressed to two weeks, one of them a holiday week. It would seem prudent for the Board to follow the Bylaws and Operating Manual meticulously, especially in view of the lawsuit filed by Tate & Tackney against each and every one of us individually, the crux of which has to do with us following the bylaws. Moreover, there is no urgency to implement “Bylaw Set#1”, because new Bylaws would have no relevance to the suit itself (which focuses on the Bylaws in effect at the time of the allegations).
In an email today, I have asked the Chair to remove from the agenda for the December meeting any final vote on any proposed changes to the current Bylaws. In that same email I have asked the Board, should ADM Trost decline to do so, for those in attendance at the December meeting make, second, and approve a motion to table any consideration of changes to the Bylaws until all Trustees have received such legal advice as may be necessary to satisfy them that such changes will not adversely affect them individually in light of the current lawsuit in which we are defendants, and to follow the Bylaws and Operating Manual in terms of the procedures for Amending the Bylaws.
I will find a way to learn of the details of the December 10 Board meeting, and report what transpired to you shortly thereafter. It is unlikely that I will be able to get a Newsletter out prior to the 15th because of travel that I will be on that week.
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*** Central Region: |