Thursday, May 31, 2007
Faster, Alumni Council! Kill! Kill!
Neukom, Routhier Hope to Curtail Alumni Participation in Trustee Elections on June 10. Note: Here is what we hope is a more thorough treatment of this emerging story. Most of this is the work of Emily Ghods '09.
Update: Some of Scott Meacham's corrections below are well-taken. In particular: (a) the 1891 agreement is not a 'charter.' (b) the phrase 'stakeholders' is misleading and has been removed (c) the trustees themselves finally are the ones who 'elect' other trustees, though clearly, in the past years, the alumni vote has exerted a considerable influence.
Update: Welcome InstaPundit readers. Dartlog is the official blog of The Dartmouth Review, Dartmouth's only independent newspaper.
Petition candidate Stephen Smith ’88’s recent accession to Dartmouth’s Board of Trustees has inspired the unhappy Alumni Council and the Board of Trustees to change the rules by which trustees are elected. As outlined in two speeches given during the Alumni Council’s annual Green Key meeting in Hanover this year, the Board may take drastic measures during their June 10th meeting to revamp the current election system for alumni trustees. The current system of selecting trustees, which has been the same for the past 116 years, is stipulated by the 1891 agreement of the Alumni Association, reproduced here. While most universities’ board members are chartered or appointed, Dartmouth is unique in that one half of its Board members are actually effectively elected by alumni because of the stipulations of the 1891 agreement. In 1891 half of the board was five; today it is eight. In 2004, the alumni elected T. J. Rodgers '70, industrialist and the first petition candidate in a series of four that has swept trustee elections over the past four years. In 2003, the Board voted to expand its size from 16 to 22. Since then and pursuant to that 1891 agreement, seats have been added to maintain the half-and-half balance on the Board between alumni-elected Trustees and charter Trustees. The Alumni Council hopes to change this provision, and, according to comments made at their annual meeting, everything is on the table, from reverting to a Board that is wholly appointed to impairing the ability of independent candidates to win a spot on the Board, to a moratorium on elections. This past Green Key, May 19-20, , the Alumni Council gathered for its annual meeting in Hanover, as is customary. This occurred just a few days after the Board of Trustee’s election polls closed on May 15. At their meeting over Green Key weekend, two important speeches were made that have the potential to mark Dartmouth College’s governance system in a permanent way, which will forever change the College’s course. The president of the Nominating Committee, Richard Routhier ‘73, gave the first speech. The Nominating Committee is responsible for selecting the slate of trustee candidates whenever an election to the Board of Trustees occurs. These “official” candidates differ from “petition” candidates, like Smith, in that petition candidates are not selected by the Nominating Committee; rather, they enter the race without the endorsement of the governance system, if they can garner the support of at least 500 college alumni, as documented by the 500 signatures that constitute their petition. In this past election, the Nominating Committees slate consisted of the following candidates: Richard L. "Sandy" Alderson '69, the CEO of the San Diego Padres; Sherri C. Oberg '82, Tuck '86, the CEO and co-founder of Acusphere; and Ambassador John S. Wolf '70, the president of the Eisenhower Fellowships. In his speech during public Plenary Session, Routhier explained that the Nominating Committee has not, for the past three elections (in which four candidates were elected), selected slate members that could win the support of their peers. The members of the Nominating Committee, he explained, feel that given the advantage that the petition candidates have (this, though they are normally up against three or four officially selected candidates) and the cost of campaigning (one member estimated that Stephen Smith spent $150-200,000 on his campaign), the committee would be unable to put forth any qualified candidates in the future. Given this, Routhier recommended that the responsibility for creating a different system of nominating candidates for trustee should be given to the Board of Trustees. After this dramatic proposal, John Daukas ‘84, who will soon head the Nominating Committee, appealed for cooler heads to prevail, saying that in the shock of the loss to Smith, hasty decisions should not be made. Routhier’s assumption is that if the Nominating Committee’s hand-picked candidates cannot win under the historic rules, there must be a problem with the rules, not the committee’s selections. Routhier plans to document his assertions in a report that he will present to the Board of Trustees, who will meet on June 10th 2007, during commencement weekend. The second speech of the meeting was given by the Chairman of the Board of Trustees, William Neukom ‘64, whose term will end on June 10th. In his speech, Neukom marked a point of departure from Routhier’s reformative speculations and seemed to be threatening the 1891 agreement itself. The tone of the speech was one of comfort and consolation for those in the council who opposed Stephen Smith’s election. Neukom began by reporting that the Board had voted to seat Stephen Smith. He stated, without praising Smith or offering congratulations, that the Board would work together in a “civil” manner. He then announced that the Governance Committee of the Board has been meeting for a year and assured everyone that reform was in process that would give Dartmouth the "best board." Strangely, this committee was more or less secret: first, the committee’s existence was not disclosed to the public; second, the committee’s existence was deliberately withheld from the trustees who were elected to the board via petition. Following the meeting, Neukom sent out an e-mail to various council members in which he outlined the essence of his speech, as described above. After Neukom's address, the next speaker praised the emphasis on "keeping all options open" as exactly right. In a question, Frank Gado ‘58 mentioned the accord of 1891, to which the speaker responded "Nonsense" and "What nonsense" before asserting that Dartmouth had to adapt to modern times and that Dartmouth should do without trustees who lack needed expertise and are selected by alumni who are not informed about the operation of a modern university. Neukom’s secret committee will compile its “findings”—what was just described in this article—and present them in a report to the Board’s meeting on June 10th, along with Routhier’s report; both reports will advise the board to alter the current system of electing trustees since the most recently elected ones do not adhere to the current establishment’s views. After his speech, a session of question and answer followed during which Joseph Asch ’79 asked Neukom the following question repeatedly: will the report and solutions that he offers to the Board on June 10th honor the 1891 agreement—that the numerical balance of appointed and elected trustees be maintained? Each time, Neukom responded evasively. When pressed by Asch, he was not only demonstrably infuriated but implied that a cap could be placed on the number of elected trustees. In turn, Asch said, “So the condensed version is ‘No.’” Neukom responded, “Joe, I said the Board is keeping all options open.” At this, the Alumni Council broke out into applause. The message that Routhier and Neukom wish to deliver to the Board is that the alumni trustee election process is broken, because petition candidates continue to win elections, and it needs to be fixed according to whatever propositions the two men include in their reports. Some possible “solutions” include making it more difficult for petition candidates to secure a spot on the ballot, imposing new requirements for slated candidates such as donor status, or imposing a moratorium on electing Trustees—all of which make it nearly impossible for a candidate to be nominated to the slate who is not given the imprimatur of the Alumni Council. The nuclear option that may be proposed is that the entire system of alumni electing one half of the trustee board is flawed and needs to be replaced by a system where all Board members are appointed to the board. That is, the 1891 agreement should be discarded. This raises the eminent possibility that the current board members will replace the current democratic system with a ‘benevolent’ oligarchic system; the Board could vote on June 10th to change a major part of Dartmouth governance. It is highly likely that the proposed measures, whatever they are,—likely one of the above—will be voted upon at the June 10th meeting. The Board merely requires a majority of its members to support these measures, and given that only one fourth of the Board is composed of petition candidates, it is likely that it will pass. The Daily Dartmouth’s treatment of these matters was slipshod as usual. The main source for William Schpero’s article was clearly William Neukom himself. Moreover, Schpero missed the major part of the story, which is that the Alumni Council's Nominating Committee, in the wake of Stephen Smith's victory, was giving the trustees power it had hitherto held itself. Here is how Neukom spun it: ‘I may have described the jurisdiction of the governance committee,’ Neukom recalled saying at the meeting. ‘Agendas, committee assignments, evaluations of the president and the trustees and the size and composition of the Board would be among those. I do not want to get ahead of the work of the governance committee.’ It could be inferred from this that Neukom believed he had made an error in mentioning the governance committee during the Green Key meeting. He puts forth two other objections: “Resolved, that the graduates of the College, the Thayer School … of at least five years standing may nominate a suitable person for election to each of the five trusteeships next becoming vacant on the Board of Trustees of the College,” the 1891 agreement states. It does not mention parity with respect to the number of alumni-elected trustees and charter trustees, although the addition of 5 alumni-elected trustees at the time gave the Board as many alumni trustees as charter trustees. The creation of this balance in 1891 has prompted some current alumni to contend that balance is a codified part of the Board’s history. This makes “some current alumni” sound delusional and insane. In fact, as Neukom, a lawyer, probably knows, common law could pose a major impediment as all expansions of the board since 1891 have maintained this proportion of charter and alumni trustees—this practice has gone on, in other words, for 116 years. The frenzied pace with which all of this has occurred—from Green Key to Commencement—is deliberate. The Alumni Council, even if its actions run contrary to the wishes of the majority of alumni, is desperate to secure its power, which has been threatened recently by the victory of the fourth petition candidate to the Board of Trustees and the sound defeat of the 7,070-word new constitution, which would have impaired petition candidates in at least a more elegant way. Some who hope to preserve democracy in College governance look to the Association of Alumni, a body of Dartmouth governance separate from the Alumni Council; unlike the Alumni Council, the entire executive committee of the Association is selected by alumni and is thus purely representative of the 67,000 Dartmouth alumni and their varied views. It has come to pass that seven of eleven officers on the executive committee are petition candidates. The Association, thus, may try to postpone any resolution that Routhier and Neukom may push on June 10th. As of this point, they have sent a letter to the Board expressing their grave concern.
If the Association fails and something definitive occurs on June 10th, alumni still have legal recourse. Several years ago, the New Hampshire state legislature gave up its right to oversee any changes to the Dartmouth Charter; this power is now solely in the hands of the Board of Trustees. They may, thus, make the 1891 agreement effectively null and void and still not face any criminal charges. However, 116 years of precedent may establish that the 1891 agreement falls under the heading of common law, and violating it may precipitate a lawsuit against the College by alumni. Private corporations, like Dartmouth College, have a responsibility to exercise good governance, to remain true to their word. A recent financial scandal at the St. Paul's Preparatory school of New Hampshire could serve as precedent: the school’s rector legally funneled money from St. Paul’s expense account into his own, yet he was still indicted by a New Hampshire state court. This is proof that the New Hampshire State Attorney General's office values common law. A common law precedent exists and may be enacted in this case so that a viable suit against the College can be filed, should the June 10th meeting result in any violation of the 1891 agreement. Too often the Alumni Council has tried to change the rules of the governance game when it has not had its way, which it would prefer to be the only way. In the case of the Alumni Constitution, it went too far, and it blew up in their face; in this case, the Council goes further still, and the consequences are more foreboding. In the space of three weeks, 116 years of Dartmouth’s democratic values may be erased to suit the fashion of the day or the whims of would-be potentates. If alumni of Dartmouth want to preserve their long-established right to elect their trustees, to preserve their independent voice against the Alumni Council and the administration, to ensure that their voices—not just their bank accounts—are represented when the future of Dartmouth College is mapped out, to affirm the value of open debate, reason, and argument—then they must make their opinions known and speak out against the chicanery of the Alumni Council and Chairman of the Trustees Neukom. Dartmouth has a long tradition of debate, political fairness, and independence of thought, which is reflected in the current structures of the Board. A great manifestation of these values may go up in flames as those in the back rooms stuff it in their pipes and smoke it. The concerned members of the Dartmouth community did not let it happen in the fall with the Alumni Constitution: well, don’t let it happen again on June 10. Alumni have already begun to voice their displeasure; see these letters from the executive committee of the Alumni Association.
Posted by Nick Desai at 2:51 PM
Comments
Great post. Question about one point, though. You say this:
Private corporations, like Dartmouth College, have a responsibility to exercise good governance, to remain true to their word and be responsible to their stakeholders.
Who are the stakeholders?
Posted by — May 31, 2007 3:14 PM
This is extremely helpful. I didn't realize Neukom was a lame duck, for instance. But it sounds as if the Board is going to have a report (presumably with recommendation) dumped on it June 10 and then have to take a precipitous vote. The willingness of the establishment members to bet the farm on this and risk a major crisis is simply astonishing. I suspect key Board members, not including the petition dudes, have already been apprised of the deal. Neukom thus screwed up big time in letting the cat out of the bag.
Were he not a lame duck, this would probably lead to his resignation.
Posted by — May 31, 2007 4:27 PM
This post is misleading and error-ridden. Most notable is the misnomer of the "1891 Charter" (the Charter was granted in 1769), but more disserving of alumni is the statement that alumni have a right to elect Trustees.
1. Please drop the "secret committee" crap. It's a committee within a board of a private corporation – of course it's secret. Just because Coke's board meets behind closed doors doesn't mean it's making a comment about you. Does the ignorance of the one board member who predates the creation of the committee make its existence "deliberately withheld" from the recent petition candidates? And do you even know whether T.J. claims to be unaware of the committee that seems to have been created on his watch?
2. "The current system of election, which has been the same for the past 116 years..." But it has not been the same. As noted elsewhere, the Alumni Council took over nominations at some point after it was formed in 1913, and the Board let alumni nominate more than the original 5 seats in 1961 and 2003, and the Board changed its policy on reelecting nominees in 1990.
3. "The current system of election... is stipulated by the 1891 Charter agreement of Dartmouth College." Don't be foolish. The charter was granted in 1769. The board's 1891 resolution (not an "agreement," and certainly not a "Charter agreement," whatever the hell that is) is a unilateral statement of policy by the board.
4. "While most universities’ board members are chartered or appointed, Dartmouth is unique in that one half of its Board members are actually elected by alumni because of the stipulations of the 1891 agreement." This is nonsensical – what does "chartered or appointed" mean in the context of any other institution, or even in the context of Dartmouth? Nothing. That phrase ought to be removed from the post. And naturally the half of the board is not actually "elected" by alumni, rather it is "nominated" by alumni and "elected" by the board, the same as with all of the trustees the board elects. Proof of this may be found in a) the Charter, b) the Alumni Association Constitution, c) the 1891 Resolution, and c) the contemporary AoA minutes posted on Dartblog and here, which state that "the persons so nominated by the Alumni will be elected by the Board to such Trusteeships."
5. "In 1891 half of the board was five; today it is eight." That is, half of the board-elected membership, not half of the board. Two members are ex-officio.
6. "seats have been added to maintain the half-and-half balance on the Board between elected Trustees and charter Trustees." The phrase is "Alumni Trustees and Charter Trustees." This is important because all of the non-ex officio trustees are elected.
7. "The Alumni Council hopes to change this provision, and, according to comments made at their annual meeting, everything is on the table, from reverting to a Board that is wholly appointed to impairing the ability of independent candidates to win a spot on the Board, to a moratorium on elections." No, no, no, the rumor (and it is only a rumor, suggested by Neukom's comments alone) is that the Board itself will change the Board's policies. The Alumni Council couldn't change the 1891 Resolution or the 50-50 balance if it wanted to. Only the Board can change those things.
8. "which will forever change the College’s course." Well...
9. Neukom's comments "seemed to be threatening the 1891 Charter itself." No, no, no, the Charter was granted in 1769. You're referring to one of many resolutions the Board issued in 1891 and has since maintained or ignored.
10. "both reports will advise the board to alter the current system of electing trustees since the most recently elected ones do not adhere to the current establishment’s views." That's highly speculative, considering that you haven't even seen the reports. Do you really think that they will come out and recommend that the Board change its elections on the basis that the most recent Trustees "do not adhere to the current establishment’s views"? And why would they recommend that if it's not the Board that needs to alter its system of electing Trustees, but (reportedly) the Alumni Council and its nomination process?
As an aside, the recent successes of insurgent candidates (the "broken system," etc.) is a perfectly valid reason for the Board to change its policy. It can elect whoever the heck it wants.
11. "Joseph Asch ’79 asked Neukom the following question repeatedly: will the report and solutions that he offers to the Board on June 10th honor the 1891 agreement—that the numerical balance of appointed and elected trustees be maintained?" That guy has a lot of gall. Did he think Neukom even had to show up to the meeting at all? The 1891 Resolution resolves that the alumni "may nominate" five Board members, and the Board has since given three freebies that it was not obligated to give (if its unilateral statement of policy obligated it to do anything).
12. "The nuclear option that may be proposed is that the entire system of alumni electing one half of the trustee board is flawed and needs to be replaced by a system where all Board members are chartered." Nuclear option? I can see where this is going... Incidentally, all Board members are already "chartered." All but two of them are elected by the Board; among those elected by the Board, half are called "Charter Trustees" and half are called "Alumni Trustees" because the Board elects them from nominations by the alumni.
13. "The Daily Dartmouth’s treatment of these matters was slipshod as usual." I guess standards of shoddiness don't apply to blogs...
14. "The main source for William Schpero’s article was clearly William Neukom himself." But what was your source? One of the gadfly nutters who spoke at the meeting?
15. "This makes “some current alumni” sound delusional and insane." Well, I'm not the one accusing Joe Asch of delusions...
16. "this practice has gone on, in other words, for 116 years." But the board only expanded (and maintained the proportion) in 1961 and 2003 (and since).
17. "The frenzied pace with which all of this has occurred—from Green Key to Commencement—is deliberate." It wouldn't be a Review story on the AoA without a conspiracy theory, right? You must know that meetings (in which you probably have no say anyway) are always planned for times that you find inconvenient.
18. "The Association, thus, may try to postpone any resolution that Routhier and Neukom may push on June 10th." We understand that neither the Association nor anyone else short of the New Hampshire judiciary could postpone a resolution of the Board, of course?
19. "They may, thus, alter the Charter so that the 1891 agreement becomes null and void and still not face any criminal charges." Do you think the Board would face criminal charges if it amended the Charter, let alone a mere prior resolution? Unless Vlad Putin is the Governor of New Hampshire, that doesn't seem likely.
20. "However, 116 years of precedent may establish that the 1891 agreement falls under the heading of common law," Ummm... the common law of New Hampshire will be one of the bodies of law that governs the interpretation of the Charter, but it's not because of the passage of time.
21. "be responsible to their stakeholders." We can all agree on that. Everyone with a SEC-registered share in Dartmouth College must object!
22. "the school’s rector legally funneled money from St. Paul’s expense account into his own, yet he was still indicted by a New Hampshire state court." I should hope so! If he had funneled money into someone else's account, would it not have been a crime?
23. "A common law precedent exists and may be enacted in this case so that a viable suit against the College can be filed." What precedent? You need to find a past lawsuit where a private, self-perpetuating educational corporation was permanently enjoined from continuing to elect its own members on the basis of a practice of electing third-party nominees. Considering that the common law would probably say that such a board never had the authority to give anyone else an election right in the first place, it's unlikely that such a case is out there. But I trust that the Alumni Association will spend the College's money trying to find one.
24. "In the case of the Alumni Constitution, it went too far, and it blew up in their [sic] face;"
25. "116 years of Dartmouth’s democratic values may be erased to suit the fashion of the day or the whims of would-be potentates." The Trustees don't care if you call them "potentates."
26. "If alumni of Dartmouth want to preserve their long-established right to elect their trustees." Technically, the alumni do not have a right to elect Trustees. Only the Trustees have that right. Read the Charter.
27. "chicanery of the Alumni Council and Chairman Neukom." Don't be ridiculous. And you're aware that Neukom is Chairman of the Board of Trustees, not the Alumni Council?
28. "those in the back rooms stuff it in their pipes and smoke it." Ha! Four of those people changing the Board policy in the back room will be your very own insurgents!
Posted by — May 31, 2007 5:15 PM
Wow, as fun as it would be to respond to your comment point by point, as it is reading period let me just make a few observations.
1) Is the wording in the article perfect? No. But it gets the point across, and, speaking for myself, it's important to get this information out there. So when you criticize Emily for calling the 1891 agreement a charter, I can't help but feel you are missing the overarching point.
Also, while trolling the dregs of the world wide web I came across this little tidbit by a Scott M------ '95. I'm not sure if that's you, but if it is I find it a bit silly to make fun of us for an error you made multiple times on a certain blog. Here is one example:
"Actually, Dartmouth alumni have never had the power to elect any member of the board of trustees. The trustees have always appointed their own members as the charter requires; in 1891, they just opened up nominations for some of those seats by promising to appoint the AoA nominee."
2) From your comment I can't help but feel that you approached this with your mind already made up. If you had taken the time, you would have realized that we, at this blog, are well aware Neukom is the Chairman of the Board and not of the Alumni Council. The Alumni Council is headed by a president and not a chairman anyhow.
"The second speech of the meeting was given by the Chairman of the Board of Trustees, William Neukom ‘64."
3) The distinction you make about every trustee being elected is absolutely true, but I do think that as long as everyone keeps referring to the process of choosing Alumni Trustees as an election it's not too grievous an error to label them Elected Trustees.
4) "As an aside, the recent successes of insurgent candidates (the "broken system," etc.) is a perfectly valid reason for the Board to change its policy. It can elect whoever the heck it wants."
It most certainly can elect whomever it wants, but if they're truly interested in what alumni have to say, it seems this would not be the best course of action. Perhaps when over 50% of alumni vote down the proposed constitution and then all of the nominated candidates were in favor of the constitution, there is a problem on the nominating end and not the alumni's end.
Posted by A. S. Erickson — May 31, 2007 5:48 PM
Is the wording in the article perfect? No. But it gets the point across, and, speaking for myself, it's important to get this information out there. So when you criticize Emily for calling the 1891 agreement a charter, I can't help but feel you are missing the overarching point.
This is actually an important distinction when you're arguing about how much binding force the 1891 agreement has.
I'm sure that Ms. Ghods and the others understand that Mr. Neukom is the chair of the Board of Trustees, and I doubt that anyone, scott included, was confused by that.
No comment on the rest of the points for now.
Posted by — May 31, 2007 5:55 PM
The facts as they seem to be developing, and the sequence, are still percolating as far as I'm concerned.
One point that interests me is Neukom's apparent statement -- from which he seems to back away later -- that the committee had been working on the question of nominations and Board membership for a year or more. In addition, at least one Board member, a petition nominee, expressed a lack of knowledge of this committee's work.
This might go to bad faith on the part of the Board majority. Did they intend to honor the 1891 agreement at all, whether or not the new constitution was approved? Would discussions among some Board members as to presenting this matter to the Board for vote on June 10 be pertinent?
Posted by — May 31, 2007 6:32 PM
If Neukom isn't a fool, and I don't think he can be, he must be surrendering in his own way. Let's see what he does next.
If Scott M. is right, what is the alumni to do? Disappear with their wallets, I assume.
Posted by — May 31, 2007 9:27 PM
The Board has had a Governance Committee for many years and has made no secret of it (see:http://www.dartmouth.edu/~trustees/committees.html). However, according to inside sources, this committee has become a "board w/i a board", deliberating in private and then presenting items for vote to the entire Board with little or no debate. None of the petition trustees are on this committee.
On another note: Chairman Neukom, when asked from the floor at the AC meeting how relations on the Board have been since the arrival of the petitioners in 2004, stated, "I have learned more about Dartmouth in the last three years than I learned in my first eight years on the Board."
Posted by — May 31, 2007 9:30 PM
Asch asked Neukom whether he would publicly commit at that moment to respecting the 1891 agreement that mandated a numerical parity between alumni-chosen trustees and charter trustees. That didn't take gall; it was the question that needed to be asked, and it forced Neukom to reveal that a serious revision of Dartmouth's electoral rules was in the offing.
Posted by — May 31, 2007 9:36 PM
DartBored, how is Neukom surrendering? Based on the partial information we have, especially the exchanges in the Council meeting over Green Key, he and some others are apparently of the opinion that the current means of selecting Board members needs immediate change. As far as we can tell, he intends to put a recommended set of changes to the Board for an up or down vote in a week and a half.
As far as we can tell, these changes will result in violation of the common-law contract (or set of circumstances that appear to warrant estoppel) that has existed with the Association of Alumni.
In addition, Neukom's actions seem to be associated with a set of facts that doesn't look good. The Committee on Governance seems to have been plotting changes to Board membership for a year, irrespective of ongoing debate among alumni and elections on a proposed constitution (dealing with selection of Board members) and an election of at least one alumni Board member based on established procedures. If this doesn't reach bad faith dealing, it is at least an unfortunate fact that will come out in any legal action, and certainly any e-mails and reports would be part of discovery.
You could certainly say that Neukom and his allied Board members are not acting as adults: they appear, from what we know, to be trying to bring about major changes in secret and force them on the College all of a sudden, when you would expect anything like this normally to be the subject of debate and cautious proceeding.
It doesn't bode well for Neukom's success, or if he succeeds, it doesn't bode well for a College whose alumni community will be plunged into a crisis. All you might be able to say is that Neukom is a robot designed at Cypress Semiconductor by Rodgers's scientists to destroy the Wright administration, but that's hardly a surrender by Neukom.
He's either a fool or a robot controlled by Rodgers. Or maybe Princeton.
Posted by — May 31, 2007 10:13 PM
I, for one, welcome our new oligarchic overlords.
Furthermore, in keeping with this new spirit of feudalism, I move that William Neukom be given a royal appellation: henceforth, he shall be known as "Duke Neukom."
Posted by TallDave — May 31, 2007 10:58 PM
It looks like Dartmouth University is following the pattern set by the Episcopal Church. Destroy the essense of the institution to fulfill the wishes and asperations of the leadership no matter what the long term consequences.
If the Dartmouth Alumni mobilize they can head this off at the pass.
Posted by Tom — May 31, 2007 11:09 PM
N.B. Dartmouth is a college and not a university. This is often a point of contention with the Wright/Neukom crowd, who wish to move in the direction of university.
Posted by A. S. Erickson — June 01, 2007 12:02 AM
Methinks this fight could get nasty, based on Neukom's reputation for legal hardball. Check out this (googled) 1/26/98 BusinessWeek article on the the Methinks this fight could get nasty, based on his reputation for legal hardball. Btw, some interesting background in here, it seems Neukom is a "liberal democrat" who ran for Atty General of Washington but lost in 1980.
IS MICROSOFT'S LAWYER TOO TOUGH FOR THE JOB?
Bill Neukom's no-holds-barred style could backfire
On Microsoft Corp.'s suburban Seattle campus, where most folks dress in slacks and sweaters, William H. Neukom stands out like an egret in a flock of seagulls. The company's senior vice-president for law and corporate affairs often wears a suit and always sports a bow tie. Tall and slim, with a wavy pompadour, the 55-year-old graduate of Stanford University Law School looks every bit the refined Brahmin. But when it comes to the attribute for which Microsoft is best known--take-'em-by-the-throat aggressiveness--Neukom fits right in.
Neukom is the field commander for Microsoft's no-holds-barred battle with Assistant Attorney General for Antitrust Joel Klein, a high-stakes tussle that could reshape the computer industry. The two sides clashed on Jan. 13, when Klein hauled Microsoft into U.S. District Judge Thomas Penfield Jackson's Washington (D.C.) courtroom on contempt charges. With Neukom watching quietly from the defense counsel table (like most general counsel, he lets his outside lawyers argue), Justice Dept. attorneys lit into the software maker. They argued that the company made a ''mockery'' of Jackson's order requiring it to offer PC makers a version of the Windows 95 operating system without Internet browser software. Microsoft is taking an ''extreme and illogical course,'' charged Justice's Phillip R. Malone.
The company insists that it complied with the judge's order as best as it could, given the technological constraints. But a growing chorus of critics thinks Microsoft is playing a pointless game of hardball. Ever since the agency filed a petition on Nov. 11 charging Microsoft with violating the terms of a 1995 consent decree, Neukom and his attorneys have been blasting the government's attorneys and fighting Judge Jackson's decisions. On Jan. 12, for example, the company sought to remove Harvard University law professor Lawrence Lessig, who was appointed by Judge Jackson to sort through the lawsuit's vexing technological issues. Noting that Microsoft first attacked Lessig in a widely disseminated letter, Columbia University law professor Harvey J. Goldschmid said that ''the way they did it, in public, was unwise.'' Instead, they should have initially expressed their opposition ''in a normal way--with a motion in court.''
Neukom's aggressiveness isn't irritating just the feds. Company attorneys also have angered the Texas attorney general's office, which is conducting its own antitrust investigation. During a routine debate over document disclosure, Microsoft lawyers adopted a ''superior tone,'' says Special Assistant Attorney General Samuel Goodhope. ''When they act like we don't know anything, that sparks a fire in our gut.''
Neukom, who declined to be interviewed, has whipped up his legal troops to fight so furiously that some observers predict the general counsel ultimately may hurt his company. Microsoft's behavior has been ''most unwise,'' says former U.S. Assistant Attorney General William F. Baxter, who in the early 1980s led Justice's breakup of AT&T. ''It is the kind of thing that builds up barriers to sensible settlement negotiations later,'' says Baxter, now an antitrust scholar at Stanford University Law School.
But Neukom has so far offered no apologies. On the contrary, he has said he considers it his duty to defend the principle that the government has no place in software development. ''We were very clear with the government and with the court that the relief [they were] insisting upon...would lead to impracticable results, and it did,'' Neukom said at a Jan. 14 news conference. He echoed Microsoft CEO William H. Gates III. In a recent E-mail to BUSINESS WEEK, Gates wrote: ''We can't continue to do Windows if we have to create funny versions with...thousands of features deleted.''
In fact, Neukom is in sync with Gates on a wide array of issues. Key decisions ''are made between Gates and [Executive Vice-President Steven A.] Ballmer and Neukom,'' says James Sowers, a former Justice attorney who watched the three in action before the consent decree. Adds Robert Litan, an analyst at the Brookings Institution who helped negotiate the consent decree while at Justice: ''Throughout the investigation, it was clear to us that Bill Gates was calling the ultimate shots, and Bill Neukom made no bones about that.''
It's no wonder Gates and Neukom are so tightly aligned. Neukom has handled Microsoft's legal affairs since 1979, when he was an up-and-coming attorney at Gates's father's Seattle law firm, now known as Preston Gates & Ellis. One day, the senior Gates approached Neukom and asked if he'd be willing to handle a lease for his son's 12-person software firm, which was then in the process of moving from Albuquerque to a Seattle suburb.
In 1980, the California native made a bid for attorney general of Washington state, but as a liberal Democrat, he was defeated in the Reagan blitz. By 1985, Neukom was on board as Microsoft's general counsel. The work has been nonstop ever since: There was the initial public offering in 1986. Then Apple Computer Inc. sued Microsoft in 1988, alleging that it illegally copied the Macintosh graphical user interface, a term for such elements as screen icons. A year later, the Federal Trade Commission began investigating Microsoft for antitrust violations--a move that ultimately led to the consent decree. Neukom resolved both of those big cases without harm to Microsoft. He and Gates opted not to contest the government ban of its 1995 buyout of Intuit Inc., citing the long time it would take to resolve the issue. The Intuit fizzle doesn't stain his litigation record, though he did lose one high-profile case--a $120 million patent-infringement suit by Stac Inc. Usually, his touch is golden.
And he has been amply rewarded for it. A pre-IPO employee, Neukom holds Microsoft stock options worth an estimated $60.7 million. He rules a staff of 300 that includes 90 lawyers. At the Consumer Electronics Show on Jan. 10, a Microsoft video got a big laugh with the line: ''There's more new technology on the way than there are lawyers on the Microsoft campus.'' But Neukom hasn't let success swell his head. He still lives in an older Seattle neighborhood--and has so far fought off the urge to build a modern Xanadu on Lake Washington, unlike Gates and some of the other Microsoft zillionaires. When Neukom has spare time, he jogs or fly-fishes, both sports that require considerable patience and stamina--handy attributes for a Microsoft attorney.
GOOD GENERAL? In light of increasing criticism as Microsoft's legal battles drag on, some critics say Neukom should tone down the aggressiveness--even if that means standing up to Gates. ''A good general counsel serves...as a real independent enforcer of business ethics and the law itself,'' says Robert H. Kohn, former general counsel of Borland International Inc., a longtime Microsoft rival.
But not everyone is convinced Microsoft's legal strategy is flawed. David R. Bradford, general counsel for Microsoft rival Novell Inc., says that while Neukom may have been ''too cavalier'' in responding to Justice, it's important to project confidence. ''When you litigate, if you show you're willing to negotiate, some judges might think there's softness in your case,'' he says.
In recent weeks, Microsoft has made a concerted effort to portray itself as a gentler organization. Its executives seem to recognize that what started off as a narrow consent-decree case has escalated into something that could result in Microsoft's being prohibited from integrating its browser with future versions of Windows. ''Sometimes we appear harsh,'' admits Microsoft's Ballmer. But while he says the company might tone down its rhetoric, there will be no backing off when it comes to making its case aggressively in court. The general counsel's name isn't pronounced Bill ''Nuke 'em'' for nothing.
By Steve Hamm in San Mateo, with Susan B. Garland in Washington and Mike France and Amy Cortese in New York
Posted by — June 01, 2007 12:59 AM
Duke Neukom?
If he forces any change next week, his title will be Duke Nuke-em.
Proceeding unilaterally will obviously move an already-tense situation over the edge. This is not in concert with a fiduciary duty to look out for the interests of the institution.
Posted by — June 01, 2007 7:29 AM
This raises the eminent possibility that the current board members will replace the current democratic system with a ‘benevolent’ oligarchic system; the Board could vote on June 10th to change a major part of Dartmouth governance.
I wish someone would explain to me exactly how the current system is "democratic" and how Neukom might make it "oligarchic." Democracy refers to government "by the people." The Trustees, however, don't "govern" the alumni in any real sense.
I haven't thought much about this analogy, but I'll toss it out anyway.
If I called for the Dartmouth Review to allow its board members to be elected by the entire student body, I could say that I was asking for "democracy," but I'd be misusing the term, and the proposal would be rather stupid.
I understand that Dartmouth asks its alumni for money all of the time (I get the phone calls and th letters constantly), and that the Board of Trustees decides to some extent how that money is spent. But Dartmouth can't compel anyone to give a dime.
Posted by — June 01, 2007 9:59 AM
Also, "skipper," it's poor form and really self-indulgent to dump an entire tangentially relevant newspaper article into the comments section.
[I'm also the 9:59A anonymous, but forgot to tack on a pseudonym]
Posted by — June 01, 2007 10:00 AM
Keggy, I see no problem with the use of the term "democratic". Someone can say the US is a democracy, and we'll understand what he or she means -- only a churl would add a comment saying the person is poorly informed, since the US is actually a "republic".
The term as loosely defined connotes, it seems to me, the use of wide input from partipants (such as alumni), especially in connection with procedural mechanisms such as elections, parliamentary rules, and transparency in decision making. Whether this means one person one vote, precisely defined, is beside the point, since there are few perfect democracies. Your comment reminds me a little of the churl who'd insist that anyone who calls the US a democracy is ignorant, as it's a republic.
It seems to me that we can reasonably define a scale of decisionmaking between autocratic (Neukom decides, you vote, sorta) oligarchic (Neukom decides, the charter trustees go along), and democratic (some larger segment of eligibles make their views known via elections, sometimes in opposition to Neukom's preference).
Where's the problem here? Keggy, if you have a Dartmouth AB and a JD from someplace, I would expect better. Unless you adhere to the Neukom/Nifong school of jurisprudence: bully em and most of the time they'll run. I found the article reproduced in the comment highly enlightening.
Posted by — June 01, 2007 11:21 AM
Mr. Bruce, I don't think you understand my point. It could be that I'm not making it very clearly, so I'll try to elaborate.
I agree with you that it's churlish to argue that the United States is actually a republic and not a democracy when people are arguing in general terms. It's inserting a technicality into a non-technical discussion without good reason.
Here, I think that when the poster complains about the proposed changes being oligarchic or anti-democratic, the poster means to imply that the alumni are being dictated to or ruled over without having any say in the matter.
My point is that the Trustees aren't in charge of the alumni. They get donations through requests, not by force or by tax. They tell the College administration and the current students--not the alumni--what to do.
In a "democracy" such as the United States, Americans have a moral entitlement to vote because the people for whom they vote have the power to tell them what to do. ("Consent of the governed"). Because the Trustees don't tell the alumni what to do, the alumni have no similar moral entitlement to a say in who the Trustees are and what action they take.
My point is therefore that it's dishonest or at least fallacious to appropriate the moral baggage of "democracy" rhetoric when it doesn't apply.
It's similar to the point I made in the prior thread, and I haven't really gotten a response. Who are the Trustees supposed to serve, and to whom do they owe a duty? Dartlog et al. seems to assume that the answer is the alumni. I don't see why.
Posted by — June 01, 2007 1:41 PM
Keggy, it seems to me that you're missing the issue at hand, which as documented on this site is quite clear. An agreement was executed in 1891 between the alumni and the trustees, on the basis that input from alumni would be to the benefit of the College. Dartmouth Trustees don't tell the alumni what to do, any more than the board of directors of a youth soccer league tell the parents what to do. However, it's accepted in many areas that overall democratic procedures are better than others, and in such cases, democratic elections, parliamentary procedure, and transparent decision making are followed -- whether soccer moms, historical society members, or any other interest group are "governed" by the board of directors or not.
There is a legal case that the 1891 agreement, as modified, is a contract between the trustees and the alumni. Sure looks that way to me, and I suspect a lawsuit brought on that basis by alumni would survive a motion for summary dismissal. This is the case whether the alumni are "governed" by the trustees or not, and it certainly wouldn't be an argument that would be taken seriously in court.
Parallel case: Kirk Kerkorian buys a block of stock in a company and demands a position on the Board. He sues if the company does not follow established procedures to award him a seat. The corporation is not a democracy, but in certain aspects of its operation, it must act like one, including giving certain shareholders Board representation.
Dartmouth is not a "democracy", but established agreement gives the alumni a number of Board seats and a vote in its deliberations. For the Board, or Neukom, to claim the ability to unilaterally change this agreement will certainly provoke a crisis, including a lawsuit that will almost certainly survive the motion for summary dismissal.
What puzzles me, Keggy, is that you seem to be going down the line with Neukom. Are you an associate in his new firm, perchance?
Posted by — June 01, 2007 3:49 PM
Keggy: you say, "It's similar to the point I made in the prior thread, and I haven't really gotten a response. Who are the Trustees supposed to serve, and to whom do they owe a duty? Dartlog et al. seems to assume that the answer is the alumni. I don't see why."
You are technically correct that the Board of Trustees does not rule over the Alumni of the College, in the same way that the Board of Hewlett-Packard does not *rule* over the shareholders--or those who have some sort of stake in the institution in question. For HP shareholders, that stake is financial; for alumni, their stake in Dartmouth College may be financial, or intellectual, or sentimental…or whatever.
Rather, in both cases, the Trustees are responsible for the governance of the institution itself. In this case, Board members work with the Administration to direct the future of Dartmouth College. The Alumni Trustees—trustees elected by alums—represent the view of Alums at large to the Board and to the Administration; in this way, alumni at large have a say in the future progression of the College. I think when people call the process “democratic” they are referring to this element that gives alumni a voice in shaping the future of the College by electing their Trustee of choice.
I don’t think anyone was asserting that the Trustees SERVE alumni per se; though, since Trustees do serve Dartmouth College, it may certainly be argued that by extension their service reaches out to alums, students, professors, and anyone else affiliated with or impacted by the College.
Posted by Emily Ghods — June 01, 2007 3:57 PM
Mr. Bruce, none of your examples support your point.
Stockholders have the right to demand things of a corporate board because they own stock. "Soccer moms" have the right to demand things of league administrators because they've paid to put their kids in the league, and the administrators tell them when, where, and under what rules their kids will play soccer, and the administrators usually have the power to kick them out of the league with no refund. Condo association members have the right to demand things of the board because the board demands fees from them, tells them what they can and can't do with common property, etc.
What similar claim of right to alumni have to demand things from the trustees?
This is a separate point from the 1891 agreement. From what I know of it, Neukom's probably stuck with it, and your "estoppel" argument in the previous thread makes plenty of sense. As a contractual matter, the Trustees have probably bound themselves to allow the alumni to have some representation on the Board.
I'm making a completely separate point. Setting aside the 1891 agreement, dartlog and Malchow are arguing that cutting the alumni out of the picture is "anti-democratic." I.e. regardless of what happened in 1891, the alumni should be represented on the committee, because that's just in line with all the warm, fuzzy feelings we get from democracy, transparency, open government, etc.
Posted by — June 01, 2007 4:04 PM
Ms. Ghods seems to be the only one who understands my question. Thanks for the post.
Posted by — June 01, 2007 4:07 PM
Several other things occur to me. The Trustees serve the institution itself via a fiduciary duty. Tp provoke a crisis that would threaten the institution because they feel the wrong sorts of people -- I simply don't know how else to describe the objection -- have been elected to the Board via 116-year-old procedures is, if not legally, certainly morally a violation of fiduciary duty.
But the problem doesn't stop here. If the Board provokes a lawsuit, discovery will ensue, which will make public Board deliberations that had previously been secret. The effect will almost certainly be to end the existing Board practice of having only the President and the Chairman speak for the Board, and only speak for the majority. This would be irrespective of the legal outcome of a lawsuit, it seems to me -- you'd have individual Board members testifying about previously secret stuff, and it will go on the public record. You won't get that toothpaste back in the tube.
Also, the dispute -- again, over a very unpleasant issue, such as an apparent distaste for those who aren't wealthy (not to mention the racial problem with Smith) -- will put Dartmouth in a very bad light, probably on a par with Duke.
It's hard for me to see Neukom and other Trustees sufficient to make a majority seeing fiduciary duty in this light, but Neukom, as I've said, is a fool. Indeed, he seems to have moved to a new law firm this year, likely on the basis of prestige earned as Dartmouth's Board Chair, as well as his time at Microsoft. How useful will he be to the new firm as a rainmaker if he comes off as badly as he's likely to?
Posted by — June 01, 2007 4:18 PM
Keggy,
I and many others use terms like anti-democratic in this situation with, I think, good cause. When the word 'democracy' is used, it is not in the context of a fear that Mr. Neukom will do away with things called Alumni Trustees. Rather, it is used to express a fear that he will restructure the election process (or do away with it, or put a moratorium on elections) in some illiberal way.
Now, if he were to do away with Alumni Trustees altogether, then one would not say that that is "anti-democratic." One would say it is in bad form, dangerous for the College, vindictive, illiberal, unjust, or illegal. And one could make an argument for any of those.
But as long as we've got Alumni Trustees, I think we all agree that the process for choosing them should be as democratic as possible. Mr. Neukom presents a threat to both the democratic nature of the selection of Alumni Trustees and to the good governance effects of having Alumni Trustees.
-joe
Posted by jmalchow — June 01, 2007 4:27 PM
Keggy, it seems to me that you're looking at one aspect of what you call "democracy" -- mainly the consent of the governed -- and claiming that's democracy. For starters, it seems to me that the issue you're raising is actually "consent of the governed", not "deomocracy" in any case. It is certainly possible that a social contract could be based on a group agreeing (and not via any democratic process) to be ruled by philosopher kings. This would, as far as I can see, be consent of the governed. One objection to G.W.Bush's view of the world is his assertion that "democracy" is the only possible outcome for people given "freedom". This does not follow logically, it seems to me.
You're arguing that what actually would be an issue in contract law -- whether an agreement of a certain date gives alumni of a certain school an eligibility to elect members to a Board of Trustees according to a certain procedure -- is a problem of whether the governed consent to government. This is, I would say, analysis by eggbeater. I would say that it's an issue of the rule of law, which is separate.
Joe Malchow and Dartlog are using "democracy", as you acknowledge can be done, as a general term covering many Enlightenment ideals, expressed in part in the US founding documents, such as equality before the law and the rule of law. Consent of the governed is only one of these ideals, and not really applicable here.
I'm not a lawyer, but I'm married to one, and I'm puzzled that these issues do not confuse my wife, though they do appear to confuse you.
Posted by — June 01, 2007 4:43 PM
Mr. Malchow, thanks for your response. I think that clears up pretty much everything.
Mr. Bruce, you're talking out of your rear end. I'm not going to speculate on why your wife understands you but I don't.
Posted by — June 01, 2007 5:13 PM
Joe's comment raises another point. As far as I can see, the 1891 agreement covers only the presence of non-ex officio alumni members on the Board of Trustees. It has nothing to say about how the alumni select those nominees. The Board, as I see it, has no power to deal with how a nominee is selected if the specified procedures have been followed. The Board would not be in a position to put a moratorium on alumni elections for Trustee, for instance. All the Board can do is recognize an opening among the alumni Trustees and vote to accept the Association's nominee.
This is the problem of the defeated Alumni Constitution: the President of the Alumni Council, in a fit of what appears to by hysteria, has said he plans essentially to dump the whole problem of alumni nominations on the Board -- except the Board has no authority to deal with this. This is a problem exclusively for the Association of Alumni and the Alumni Council. The Board might be in a position to recommend steps to the AoA in the spirit of the 1876-91 meetings, but that's it.
So Neukom would have no authority to put a moratorium on elections. As far as I can see, his options would be (1) to have the Board refuse to vote in a future nominee from the Association, (2) to interpret the 1891 agreement to mean that only 5 alumni members sit on the Board, or (3) to abrogate the 1891 agreement as somehow no longer binding.
He would be on very, very thin ice in any of these, and for (1), this could only take place after he leaves the Board. The more I think about it, the more I think Neukom was hysterical at the Green Key meeting.
Posted by — June 01, 2007 5:40 PM
Mr. Bruce - Maybe "surrender" wasn't the right word, but I don't think "hysterical" is the right one either. I do think that Neukom isn't stupid. Although he may be a tough fighter as documented above, I think he is testing the waters in this case. I think the test results are now in.
If I'm wrong and he takes drastic action, then we all ought to send in our checks for $18.91 to the Alumni Fund.
Posted by — June 01, 2007 7:53 PM
From the post to which this thread is attached: Joseph Asch ’79 asked Neukom the following question repeatedly: will the report and solutions that he offers to the Board on June 10th honor the 1891 agreement—that the numerical balance of appointed and elected trustees be maintained? Each time, Neukom responded evasively. When pressed by Asch, he was not only demonstrably infuriated but implied that a cap could be placed on the number of elected trustees. In turn, Asch said, “So the condensed version is ‘No.’” Neukom responded, “Joe, I said the Board is keeping all options open.”
Sounds like a guy who should not have been speaking for the record. DartBored, in the real world, people at his level do not float trial balloons while infuriated.
Posted by — June 01, 2007 10:05 PM
Mr. Bruce - Maybe you are correct. If so, how long can he afford to be infuriated? Wouldn't another trustee try to calm him down?
The other possibility is that his fury was faked. Isn't that what good lawyers get paid for?
Posted by — June 01, 2007 10:28 PM
Well, for starters, good lawyers are paid to stay out of the courtroom (especially corporate lawyers like Neukom). You basically need Clarence Darrow when all your other options have disappeared. Which reminds me of the bit of lawyer wisdom where you argue the facts if you have the facts on your side, you argue the law if you have the law on your side, and if you have neither, you pound the table.
My guess is that his May 30 interview with the D was his effort to back off his angry (and probably uninformed) statements at the Green Key get-together. But it looks like his ego is so big that he really couldn't back off that far.
I would imagine that the petition trustees, and those (not trustees) who are huddling with them, are basically recognizing that he's only going to be Chair for another week. Their main task, whether he's mad or not, is to get through the June 10 meeting without taking some precipitous vote. It's remotely possible that Neukom himself recognizes this would be unwise.
I have a vision of Neukom blathering away at the Green Key meeting and THEN calling some kissass associate at his law firm (11:30 PM Sunday night) and telling him to brief him at 8 AM Monday on the 1891 agreement.
This is how things are done in the real world.
Posted by — June 02, 2007 11:09 AM
The Trustees, however, don't "govern" the alumni in any real sense.
But they do govern the students, in many real senses.
Now, obviously having the students elect the board would be... problematic. So think of it as delayed-participation democracy.
Also, since alumni donors are a major source of revenue, it's not unreasonable they should have a major voice in how revenue is allocated.
Posted by TallDave — June 02, 2007 2:14 PM
TallDave - I agree. The alumni, as former customers, should help the current customers, students, because they are not in a position to help themselves. The lawyers can say otherwise, but that's about all there is to it. Democracy or not, money talks.
Posted by — June 02, 2007 10:39 PM
Bruce wrote: "The Trustees serve the institution itself via a fiduciary duty. To provoke a crisis that would threaten the institution because they feel the wrong sorts of people -"
The only ones provoking any crisis here are the shouters at the meeting and the AoA insider establishment elite who wrote the letter (which they pretend puts the trustees "on notice") and are threatening a lawsuit.
If you think the 1891 resolution is a good thing and should not have provoked a suit back then, then why should a 2007 resolution not fall into the same boat?
'I'm not a lawyer, but I'm married to one, and I'm puzzled that these issues do not confuse my wife, though they do appear to confuse you."
I'm sure your wife (a) would not like to have her legal acumen discussed here and (b) would not make the layman's mistake of calling the 1891 resolution an "agreement." (You referred to the board's possible choice "to abrogate the 1891 agreement as somehow no longer binding," for example.) What makes you think it was an agreement that is binding on the trustees?
In the alternative, you seem to believe that the mere passage of time can turn a privilege into a right. Then surely such a right of alumni to choose trustees could have been used in 1891 to prevent the board from altering its policy of 1876, shouldn't it? And that policy altered the policy of 1769, so maybe it should have been thrown out, too. Or is a policy change permissible if it benefits you, but not otherwise?
Wouldn't the law as you see it discourage boards from making policies by freezing any policy that happened to benefit someone else? Wouldn't a reasonable lawmaker say instead that the passage of time alone cannot turn a privilege into a right, and thus that no one can take away from the board its right to appoint members, no matter how generous the board has been in the past by appointing the same people whom the alumni have nominated?
"The Board, as I see it, has no power to deal with how a nominee is selected if the specified procedures have been followed."
This is obvious, is it not? The board has no power to meddle in the affairs of the Association, whether or not the Association follows procedures.
Posted by — June 05, 2007 12:49 PM
Anon 12:49
Get your facts straight. In 1891 there was both a resolution made by the Board and "spread upon its records", AND also an Agreement between the Board and the alumni:
The Agreement is recorded here.
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