Thursday, May 01, 2008

AoA Statement, What Happened Last Summer?

The AoA Executive Committee just contacted The Dartmouth Review with the following statement. Of particular interest is the penultimate paragraph, where the EC explains the steps they went through last summer to dialogue with the Board of Trustees—before the lawsuit.
President Hutchinson went on to state that the Executive Committee made “one and only one” attempt to meet with the Board regarding the governance study. In fact there were many attempts to interact with the Board. Our formal letter of May 30 received no response. Written inputs from individual committee members received no response other than a courtesy acknowledgement of receipt. Chairman Haldeman met in-person only with president Hutchinson, having been informed that our president did not represent the opinions of the committee majority. One teleconference did occur during the last week in August, involving two trustees, but the committee was informed that the governance recommendations were essentially complete; there was no sit-down working session to consider alternatives. Shortly after the trustee decision was announced, several executive committee members made personal overtures to various Board members suggesting legal action would be held in abeyance, if the Board would postpone implementation of their plan during a mediation process. These overtures were rejected.

The full statement, below the fold.

Association of Alumni of Dartmouth College Issues Election Campaign Corrections

Hanover NH, May 1, 2008: Contact: Tim Dreisbach, Class of 1971
Executive Committee Member
802-763-2456

The annual election of the Association’s leadership has begun. While the Executive Committee of the Association remains firmly committed to open campaigning and unrestricted speech by all candidates and their supporters, several incorrect, false, and misleading statements have been made about the actions of the Executive Committee itself and its members. We feel an obligation to set the record straight on those allegations.

One slate of candidates, Dartmouth Parity, has implied in their campaigning that the Association polled alumni on the question of whether or not to pursue legal action in defense of maintaining parity on the Board of Trustees. This is incorrect. The Association did conduct an alumni-wide survey in which alumni responded that they were in favor of maintaining parity, by a margin of over 9-1. This information was provided as input to the Trustees. After the trustees announced their decision to eliminate parity, the timeframe for filing an injunction did not permit a second survey.

One organization of campaign supporters, Dartmouth Undying, has stated that all those in the Association executive committee majority who voted for the lawsuit also “asked the N.H. legislature to enact a law to give the state control over the Dartmouth College charter.” This is a falsehood; only one of six spoke in support of this bill, and several others were openly opposed to the measure. The committee’s documented deliberations reveal a desire by the majority for non-involvement. A minority request to take a stand of condemnation was defeated. Dartmouth Undying has endorsed candidates opposed to the pro-parity petition candidates, and in turn some of these opponents are listed as supporters of Dartmouth Undying.

Dartmouth Undying has also published a statement that the same six members of the executive committee "still refuse to disclose who is footing the bill" for the lawsuit. This is also untrue. Funds for attorney fees have been contributed by the Hanover Institute, a fact that was made public by these individuals after obtaining permission from the donor. The law firm has made clear that it takes direction only from our designated liaison, and that individual can act only on the approval of the Association’s executive committee.

One member of the Executive Committee, the president, recently sent an email to all alumni using Association letterhead, criticizing a letter from six of his fellow members. Because they had also used Association letterhead, he falsely claimed their letter “purported to be from the Association” without there having been a formal vote. There was no such representation in the letter, which was explicitly signed by the six senders. President Hutchinson’s letter was also sent without formal review or approval. A recent letter by twelve Dartmouth Trustees, on College letterhead, follows the same practice.

President Hutchinson went on to state that the Executive Committee made “one and only one” attempt to meet with the Board regarding the governance study. In fact there were many attempts to interact with the Board. Our formal letter of May 30 received no response. Written inputs from individual committee members received no response other than a courtesy acknowledgement of receipt. Chairman Haldeman met in-person only with president Hutchinson, having been informed that our president did not represent the opinions of the committee majority. One teleconference did occur during the last week in August, involving two trustees, but the committee was informed that the governance recommendations were essentially complete; there was no sit-down working session to consider alternatives. Shortly after the trustee decision was announced, several executive committee members made personal overtures to various Board members suggesting legal action would be held in abeyance, if the Board would postpone implementation of their plan during a mediation process. These overtures were rejected.

We hope the above provides clarification specific to the actions of the executive committee. On behalf of the entire Association, we encourage all alumni to participate in these elections, with an informed and thoughtful mind. A high turnout percentage will demonstrate the engagement of Dartmouth alumni in the College they love. A majority mandate, one way or the other, will be a major step towards a constructive future.

41 comments:

url said...

You were not contacted by the Executive Committee but a group of its members, acting on their own. They do not even claim to be a majority of the Committee. They are no doubt the scurrilous alumni behind this action reported by Dartmouth Undying:

a "push-poll" telephone campaign, with paid-callers masquerading as unidentified "independent researchers" who urge "respondents" to protect themselves against the loss of their rights as alumni by voting for the "Dartmouth Review Parity Slate".

The end always justifies the means for the pro-lawsuit people.

Anonymous said...

No to DIKTAT from the board.

You may win with all your resources, but you're wrong, wrong, wrong.

Play by the rules.

Now that you've broken the rules, you're crying that a judge might correct the situation.

Your man running for Association President, Matthias, is one of the country's superlawyers! Congratulations, John. But don't con us that we can't seek correction in the Court when you've wronged us. Mr. Matthias is one of the most accomplished litigators in the country - suing or suing for his clients many of the world's biggest companies and insurance firms.

http://www.jenner.com/people/bio.asp?id=29

Don't tell us now, Mr. Superlawyer, that the law doesn't matter.

Dartmouth board is threatened, and they've called out the lawyers... They concocted a hostile takeover of alumni rights with expert advice from the lawyers and LBO artists on the board.

Like I said, they may win the vote, and they may win the case, but it is they who've broken the rules when the free and open competition went against them.

The Old Conservative board members of the 40s and 50s and 60s finally allowed Co-education on their watch. But in admitting women, a noble deed, the old Dartmouth unfortunately let in a new thirty year regime: a hostile leftist establishment that absolutely won't play by the rules.

And they call THIS an attempted take-over...

Mr. Matthias: you were indeed built by Dartmouth and Harvard, but it was centuries of input and alumni assistance, not your narrow leftist establishment that now controls the board. You stand on the shoulders of a great dynasty of Dartmouth men standing on shoulder and on shoulder, and you and your allies say "I built this on my watch: don't topple me".

You did not build Dartmouth. This is not your Dartmouth. Your generation captured Dartmouth, and you now decry all opposition as risking the school.

The blame is on you.

You have reaped what you have sown.



Pro-PARITY-alum

Anonymous said...

If you have something against lawyers, then why did you hire them to file a lawsuit?

If you like the rule so much, why can't you play by the rule that says a contract has to be in writing? Or the rule that says all decisions of the board are presumed to be valid under the law? What about the rule that says the board can never sell off the authority given to it by the Royal Governor? Or the rule that says every trustee must be loyal to the board, act for its benefit, and represent it positively in public?

Anonymous said...

The first quoted paragraph is rather vague. It basically says "some of us reached out to some of them in ambiguous informal ways." The only direct communication between the Executive Committee and the Trustees, where both sender and recipient had any authority appears to be a letter from May 30th.

The bit about where the funding comes from is interesting, but where does the Hanover Institute's funding come from?

Anonymous said...

Paul Harvey reports ”the rest of the story.”

Anonymous said...

Extracted from a new email from the alumni councilors who represent the "club officers association" (who are different from alumni councilors who represent various clubs):

"It is important to note, however, that many alumni who oppose the lawsuit, still favor parity, but they favor working this out in-house, not in the courts.

"The Alumni Council opposes the Lawsuit, and feels that governance issues and alumni differences can and should be resolved within the Alumni body and not publicly."


Given the report above by the Association, how pray tell does this happen?

Anonymous said...

Especially if we elect as President a candidate like John Mathias, who has come out explicitly as being against parity, and not just the lawsuit.

Bait and Switch said...

I wonder if anyone is for the lawsuit and against parity.

Anonymous said...

Especially if we elect as President a candidate like John Mathias, who has come out explicitly as being against parity, and not just the lawsuit.

It's unclear to me how someone can be pro-parity and anti-lawsuit. At this point, either the lawsuit will succeed, or the Trustees will change the composition of the Board. I don't see parity happening without the lawsuit. It appears Mathias is just being honest.

I suppose one could be either entirely indifferent to parity and also anti-lawsuit or really really weakly pro-parity but definitely anti-lawsuit. In that sense, maybe it adds something to say that Mathias is anti-lawsuit *and* anti-parity, but I don't think it does.

Anonymous said...

bait-and-switch, if you think that the alumni representation process is hopelessly broken, but you like to see the administration given a rough ride in the form of a lawsuit, I suppose it's possible.

Or you could be a non-Dartmouth person who's enjoying the fireworks without caring about the extent of alumni representation on the board.

The anti-parity, pro-lawsuit people could probably have a meeting in a phone booth, though.

Anonymous said...

“Parity” is an arbitrary, meaningless, and recently-minted construct. It's an idea that's hobbled by a permanent footnote ("excluding the two ex-officio trustees" -- since both can vote, parity's basis in the idea of voting blocs is destroyed). To the extent parity even exists, it was created by the trustees and can be altered or replaced by them. Parity can happen without the lawsuit: all it takes is a vote of the trustees.

A lot of alumni might think parity is a bad idea (Mathias) or a good one (Hutch, perhaps) while also knowing that their opinions are unlikely to have any effect on the board. Mathias's opinion that parity is a bad idea (he is not "against" parity) will have just as much effect on parity itself as your opinion that it is a good idea, which is to say almost none.

Anonymous said...

“Parity” is an arbitrary, meaningless, and recently-minted construct. ... Parity can happen without the lawsuit: all it takes is a vote of the trustees.

No, actually it means that one number is equal to another number. It could, in theory, happen without the lawsuit, but how likely is that?

Anonymous said...

"one number is equal to another number." That makes no difference when you are talking about votes and there are always two votes outstanding. The Supreme Court has nine seats for a reason -- to prevent ties. The VP gets a vote in the Senate in part because the Senate will always have a number of votes divisible by two, which would otherwise allow as few as half the members to effectively veto legislation. The pro-parrots keep repeating the idea that alumni control half the board -- having considerable voting power, veto ability -- and that the expansion will eliminate that 50% bloc. That is false. The alumni trustees will never be more than 4/9 of the full board, a permanent minority. The only thing that is changing now is the size of that minority.

"Parity," the marketing concept that matters to some people far more than it should, would return if the trustees were to vote to make more seats for alumni trustees. The current board does not want to do that, but no one knows whether a future board might. This might be unlikely, but that makes no difference -- it's a policy decision, plain and simple.

Anonymous said...

Two arguments keep wasting space and time here:

1. Let's define parity as "a little less than half". Let's define what the Board wants as "a lot less than half".

2. Let's agree that the Board can do whatever it wants, but that it doesn't follow from this that alumni opinion is irrelevant, as much as some hope it would be.

Anonymous said...

Thanks for clarifying that the alumni aren't suing for the right to elect the governor of NH or the president of the College.

Anonymous said...

Let's refine the definition.

Parity means that the number of trustees seated after nomination by all alumni collectively, in an election process controlled by alumni, is the same as the number seated after nomination by the 5-person governace committee.

The Board can do whatever it wants. If that includes breaking agreements, whether a formal one with another organization or one of good faith with alumni, it must live with the consequences, for itself and for the College. The current Board decided the best interests of the College are served by their plan, factoring the costs of dissention and lawyers to accomplish it into their equation. Others believe they decided incorrectly.

Anonymous said...

@ anon. 8:42: If the board can do whatever it wants, then Alumni Association opinion is irrelevant in a legal sense, which is the only sense that matters when you file a lawsuit.

Anonymous said...

Anon 9:32 replies to 10:53.

"If the board can do whatever it wants, then Alumni Association opinion is irrelevant in a legal sense".

No, as the board must then live with the consequences, including having to abide injunctions approved by the courts. Unless "whatever it wants" includes ignoring the court along with breaking agreements.

Anonymous said...

Just Wondering says:

Back to the earlier discussion... given the apparent unwillingness of the trustees to discuss improvements to "board composition and selection" that do not eliminate parity, what alternative do pro-parity people unhappy with the lawsuit suggest? How can the matter be "worked out in-house" when the other side refuses to do so?

Anonymous said...

Some people must think that, if the suit is withdrawn, the Board will be so happy that they will give parity back.

Anonymous said...

@ anon 1:02: you're confused. The premise proposed by someone else is that the board can do whatever it wants. That means there aren't any injunctions. If the board is able to do whatever it wants, then alumni opinion will indeed be legally irrelevant. The only consequences will be reputational/popular opinion etc.

parity hearty said...

No one expects the board to do anything regarding parity in the near future. In fact the board suggested it might add more charter trustees.

The matter will be "worked out in-house" by the board. Pro-parity people just can't get over the idea of being left out, can they? Why don't they demand discussions with other bodies they don't belong to, like the UN or something?

Anonymous said...

"Why don't they demand discussions with other bodies they don't belong to, like the UN or something?"

Either they like what other bodies like the UN have done or they don't care.

"The only consequences will be reputational/popular opinion etc."

These don't seem to be unimportant.

Anonymous said...

Who bloated the college and hired politically correct leftists and partisans to pursue their ideology in the universities when defeated in the legislatures?

Who took away the second election for Alumni Trustees?

Who launched the failed SLI and brought a media storm down on Dartmouth?

Who proposed ONE TWO THREE FOUR failed candidates for Trustee who each couldn't even get a plurality let alone a majority?

Who has presided over failing college standings and alumni participation for twenty years?

Who proposed the failed hostile takeover of the Alumni association through a sneaky constitution change bringing a media storm down on Dartmouth?

Who jury rigged electoral obstructions, implemented campaign literature bans, demanded loyalty oaths, lynched the Review, withheld the lists?

Who stacked the boards and commissions and councils and committees with yes-men, blank check writers, corporate law experts, and sycophants?

Who ran to the legislature in 2003 demanding Dartmouth's Charter be freed of the ties to the legislature as found in the Dartmouth College Case?

Who diluted Alumni representation by packing the board with additional Charter Trustees, bringing on another media firestorm?


-heart beat-


Not me!

.

parity hearty said...

No, individual citizens or their bowling clubs don't avoid initiating discussions with the UN just because "they like what other bodies like the UN have done or they don't care."

They avoid it because the UN is an organization with its own internal process for making decisions. It has no obligation or reason to engage in party-to-party talks with average Joe citizen or average Joe citizen's bowling club. Most of the time, the bowling club's executive committee realizes this and doesn't start ringing up the UN demanding to talk to its internal committees and change their votes.

It doesn't matter to the lawsuit that the Board will suffer bad PR or that this effect is not "unimportant." You've fallen into the same confusion as the amicus briefers -- the idea that legal rights should change on the basis of popular opinion. Thank God they don't and the rantings about "democracy" and "pure thuggery" will carry no weight in the Court's decision about legal rights.

Sam 0 said...

Alumni opinion doesn't matter to the lawsuit, but it should matter to the college.

Anonymous said...

It does, and that's why the trustees, including alumni trustees -- even petition trustees -- have formed an alumni relations committee.

Anonymous said...

If this isn't another committee to nowhere, we'll know by the results.

It's a good sign that they let a petition trustee on this one.

Anonymous said...

permanent committees:

academic affairs
alumni relations
student affairs
executive
facilities
finance and investment
governance

These are open to alumni trustees and do not sound like committees to nowhere.

Anonymous said...

If you're right, we'll see some results. Is the governance committee open to all trustees now?

Anonymous said...

Is there really an executive committee or is that just what the governance committee has sometimes been called? If separate, what are the powers of the executive committee different from the full Board? Who handles compensation of senior officers?

Anonymous said...

From the horse's mouth:

The administrative committees include Finance, Governance, and Master Plan and Facilities, together with two standing subcommittees of the Finance Committee (Investment and Audit). Operations committees include Academic Affairs, Alumni Relations and Student Affairs. The Executive Committee meets as needed and works with the chairs of the Trustees' committees to manage the Board's agenda and work flow. The majority of the Trustees' work is channeled through these major committees and all report to the Board in an advisory capacity.

No trustee is barred from any committee. There were alumni trustees on the Governance Committee that recommended the changes that were adopted by the full board, with all alumni trustees voting.

Anonymous said...

Were they really "Alumni" trustees?

They were ones reappointed to a second term, I think. Alumni used to be able to vote on second terms but not since the insiders took that right away, and allow for "reappointments" as if the second term were a Charter trustee term.

Furthermore, as they abandoned the alumni in their votes, to whom they owe their trusteeship, aren't they kind of lapsed Alumni trustees.

Let's just call them Fauxlumni trustees.

.

Anonymous said...

"No trustee is barred from any committee."

Heard third hand: petition alumni trustees asked to be a part of the governance study but were excluded because they were not already on the governance committee. One wonders how much the September study recommendations differed from what the governance committee was going to recommend at the prior June meeting. Remember they had already been meeting on this "over the past year" (Chairman Neukom's reported words to the May 2007 meeting of the alumni council), without even informing the full Board of their effort.

Poor Ed Haldeman inherited a mess already in the making from his predecessor, who was clueless as to what would be alumni concerns, or arrogantly dismissive of them. And he obviously received bad advice that there were no legal risks. A classic example of an organization with weak managment who tells their superiors what they think those people want to hear, and superiors who do not ask probing questions. The result is surprises, legally and also by alumni who refuse to be "controlled". Top managment should never be surprised and should not put up with it.

Sam 0 said...

They are still don't get it, but they are fighting harder with professional help. Watch out this time.

Anonymous said...

Anonymous 6:49: They were alumni trustees, not charter trustees. Every alumni trustee’s first term is the result of an election by the board, according to the 1891 agreement, following nomination by alumni. A second election by the board following that alumni nomination does not somehow make an alumni trustee into a charter trustee, it just gives him a double term.

No doubt many trustees of all kinds wanted to be on the Governance Committee, or other committees. It is not obvious that anyone received bad advice as to legal risks. Something that carries no legal risk still might be seized upon by cranks and gadflies as a reason for a meritless lawsuit; suing somebody is so easy these days that the mere existence of a lawsuit is not a sign of a “legal risk.”

Anonymous said...

A lawsuit is decided, up or down, based upon its merits as presented to the courts. A suit lacking merit, i.e. frivolous, is dismissed before such consideration, which cannot happen without merit to consider. The alumni suit was reviewed and not dismissed.

Either the alumni relations office advised the risks were low, that alumni could be managed not to sue, or their counsel advised similarly that any suit would be dismissed; or the trustees were advised that the risks were higher and they decided to proceed anyway. Having made their decision for one of these reasons, they now are living with the consequences.

Anonymous said...

A frivolous suit is different from a suit that lacks merit.

All the plaintiffs who lose on the merits at trials every day have filed suits that lacks merit. And yet most of those suits actually survived motions to dismiss for failure to state a claim upon which relief may be granted.

The alumni suit might not be frivolous (intended only to harass, although that has not been tested) and it still may be found at trial to lack merit. That's what trials are for: to determine the merits, if any, of the plaintiff's claims.

All the alumni suit has done so far is survive the test of whether it failed to state a claim. If I sue you for failing to pay me for the Toyota you bought last week, it does not matter that you've got proof the car came from your aunt ten years ago. All I have to do to survive a motion to dismiss is make these allegations:

1. I owned the Toyota
2. and contracted to sell it to you.
3. I gave you the car
4. but you have not paid me.
5. You should be ordered to pay me.

And that's all the alumni have done. No triumph, no victory, just survival. The court has not been allowed to consider the merits of the plaintiff's claims yet.

The College's lawyers would never advise the Board that the suit would not survive a motion to dismiss. They would advise that the risk of the suit succeeding at trial was very low. Alumni Relations need not have been a part of these discussions.

Anonymous said...

The court has ruled that there are merits upon which a consideration can be made... i.e. that a claim has been properly made. If attorneys could advise that the chance of the lawsuit succeeding is low, they could also have advised that the chance of a dismissal was high.

But this is pointless to argue. Let's see what happens in November.

Anonymous said...

It's not pointless to argue with you when you're so wrong, is it?

The court denied the motion to dismiss for failure to state a claim, finding that the petition properly stated a claim. So the plaintiff has managed to accomplish the most elementary of acts in filing a lawsuit, one that no competent lawyer should fail.

Anonymous said...

The Court found more than a properly stated claim.