STATEMENT OF THE ASSOCIATION OF ALUMNI OF DARTMOUTH COLLEGE

Tuesday, October 02, 2007

STATEMENT OF THE ASSOCIATION OF ALUMNI OF DARTMOUTH COLLEGE

HANOVER, N.H.—The Association of Alumni of Dartmouth College has decided to seek a judicial opinion as to the propriety of planned governance changes that the board of trustees announced on September 8, 2007.

The trustees announced that they will expand Dartmouth’s eighteen-member board by adding eight new trustees to be chosen solely by the board itself. The trustees’ plan would reduce from one-half to one-third the percentage of trustees elected by Dartmouth alumni (not counting New Hampshire’s governor and Dartmouth’s president, who serve ex officio). The trustees’ plan also states that the trustees may consider reducing the percentage of “alumni trustees” even further in the future.

Under an 1891 agreement between the Association and the College, one-half of Dartmouth’s trustees are to be chosen by the alumni.

The Association’s Executive Committee believes that the selection of one-half of the trustees by Dartmouth alumni remains vital to ensure Dartmouth College’s progress, prominence, and usefulness as America’s finest undergraduate College. Alumni selection of trustees encourages Dartmouth alumni to take a lively interest in the College’s affairs and to devote their attention to its needs; ensures that the College benefits from the advice and experience of its great body of successful graduates; and ensures that those who love Dartmouth the most—its sons and daughters—have responsibility for its future.

The Executive Committee believes it has a duty to act in the best interests of Dartmouth College and its alumni, and it believes that it can best serve those interests by seeking a judicial opinion as to the propriety of the board’s planned governance changes, and by ensuring to the greatest extent possible that the responsibility of alumni for Dartmouth College’s governance is not diminished.

Formed in 1854, the Association comprises the 68,800 Dartmouth alumni. Its executive committee is the only body directly elected by all alumni.

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A vote to issue the above statement was taken following the adoption of the following Resolution:

WHEREAS, the board of trustees enacted resolutions on September 8, 2007 that would reduce the proportion of trustees chosen by the alumni to less than one-third of Dartmouth’s board, and a committee of the board announced that the proportion of “alumni trustees” may be reduced still further in the future;

WHEREAS, the Executive Committee believes that the board’s willingness to diminish the responsibility of alumni for Dartmouth’s governance will ill serve the College by depriving it of the myriad benefits that alumni selection of trustees provides;

WHEREAS, the Executive Committee believes it is in the best interests of Dartmouth College and its alumni that a judicial opinion be obtained as to the propriety of the board’s planned governance changes, and to ensure to the greatest extent possible that the responsibility of alumni for Dartmouth College’s governance is not diminished;

WHEREAS, members of this Executive Committee reached out to the Trustees asking whether they were open to further negotiation on the issue of parity between the number of alumni-elected and charter trustees, and the Trustees said they were not flexible on this decision;

WHEREAS, a further request was made to the Trustees to delay implementation of their decision by refraining from choosing new charter trustees at the November meeting, in order to provide a chance for mediation, and the Trustees refused to provide assurance of such forbearance;

WHEREFORE, it is resolved that Frank Gado shall continue as Liaison for Legal Affairs (“the Liaison”), and that the Executive Committee hereby delegates to the Liaison the full power and authority to oversee and direct the work of outside counsel, on behalf of the Association of Alumni, to seek (a) a declaration of the Association’s right to choose one-half of Dartmouth’s non-ex officio trustees through the Association’s chosen selection process; (b) an injunction (i) barring the College from adding charter trustees to its board, unless it seats an equal number of alumni trustees chosen by the Association, and (ii) requiring the College to continue seating alumni trustees chosen by the Association; (c) an order that the College specifically perform its contractual obligations and promises by seating equal numbers of charter and alumni trustees chosen by the Association; and (d) such other and further relief as the Court deems just.

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Voting in favor of both the resolution and the statement-- 6:
Bert Boles, Tim Dreisbach, Frank Gado, David Gale, Alex Mooney, Marji Ross

Voting in opposition to both the resolution and the statement-- 3:
Cheryl Bascomb, Bill Hutchinson, David Spalding

Not Present: Kate Aiken, Kathryn Wallop

51 Comments:

This is an astonishingly irresponsible action by people who in no manner represent alums like me. The time is now for the rest of us to stand up against this nonsense.

By John H Mathias, Jr '69, at 10/03/2007 12:07 AM
Finally, the small people are attempting, at least, to speak truth to the insanely rich Board of Trustees. They thought they could bully us because none of us have their means. They were wrong. This is very very good news for Dartmouth.

By Anonymous, at 10/03/2007 6:20 AM
Meir Kohn, Dartmouth College Professor of Economics, writes in today's Daily Dartmouth:

"It is in the context of the general problem of governance — and of the particular problems of nonprofit governance — that we should understand recent events at Dartmouth. It is not that administrative misbehavior is unusually bad at Dartmouth. What is unusual is the ability of Dartmouth alumni to elect to the board some trustees not hand-picked by the administration. This peculiarity offered a potential mechanism of governance, and a number of alumni were sufficiently public-spirited to try to turn this potential into reality. It is hardly surprising that the administration did not welcome this initiative. With remarkable brutality, the administration and its friends on the board have acted to neutralize it. Contrary to the pronouncements of the Ministry of Truth, the board did not vote to strengthen governance at Dartmouth: it voted to prevent it. With this avenue cut off, we remain without any effective mechanism of governance. There is therefore no constraint on the potential misbehavior of this or any future administration.

"This is unfortunate for Dartmouth. But the impact is much wider than that. Had the alumni initiative succeeded here, it would have been imitated elsewhere, to the ultimate benefit of all institutions of higher education. That now seems unlikely."

By Anonymous, at 10/03/2007 7:26 AM
Ah, finalement. It is a shame that a small band of men selfishly pushed things to this point, but the Association is absolutely doing the right thing by pushing back. Congratulations to the Executive Committee -- on which no rich man sits, whose members are far more vulnerable than their opponents -- for daring this deed. I am proud.

By Joe Malchow, at 10/03/2007 8:10 AM
Mr. Mathias,

When you wrote, "This is an astonishingly irresponsible action by people who in no manner represent alums like me. The time is now for the rest of us to stand up against this nonsense", did it occur to you that that is also a fair summation of the reaction by a fair number of your fellow alumni--including myself, by the way--to the announcement by the Board last month?

There are alumni on both sides of this issue--some who feel that the Board has every right to do what it wants, and some who feel that the Board exceeded its authority in this instance. As a member of the Association Executive Committee, I felt it necessary (and proper) to try to serve both groups, by seeking a final, legal determination of what the Board is and is not allowed to do. This suit is not punitive; we are only asking for the court to determine whether or not the Board has an obligation to parity between alumni and charter Trustees--a question which needs to be answered.

Ever since we took office, we've been trying to engage the Board, to discuss with them the problems they feel are present in the current governance system and potential solutions. We've been rebuffed at every turn. Even after the September announcement, several of us approached members of the Board to see if there was any room for communication and negotiation, and were told that there wasn't. This was a point of discussion in our meeting last night; if the Board had expressed any interest in working with us constructively to address the concerns of alumni, I suspect our vote would have been different. As it was, most of us felt we had no viable alternatives.

By David Gale, at 10/03/2007 8:30 AM
This irresponsible act by the “gang of seven” further confirms that they are more interested in partisan, ideological purity than the good of the collegew. They do not in any way represent me or the best interests of the college.

Rather than pursue common ground as Rich Silverman has suggested, they continue with the same pattern of confrontation that has characterized their statements since Mr. Smith and they were elected. They represent a partisan political group with an agenda that consists of putting their own interests and views forward, not that of representing all alumni viewpoints.

Their actions are making this Association largely irrelevant to the dialogue, and I trust the Board and others will bypass them for the good of the college. Instead of addressing real issues, such as class size and the direction of the college, they raise “democracy” as if the control of the college by a partisan minority is in its best interests. They are acting only for themselves and their interests.

And if democracy is such a concern of this gang of seven elected by a minority of the 68,000 Dartmouth alumni, why not poll the alumni before resorting to litigation. Mr. Gado said that “honestly on our side everyone wanted to avoid a lawsuit”, yet he was threatening such action well in advance of the Board’s decision on this blog.

Who is really behind this effort? Frank Gado, who has shown himself to be so restrained and rational both on this blog and in the press with respect to the Board and the decision, using regrettable language that did nothing to advance the discussion, is the one leading the charge apparently. And who is funding the effort? Mr. Gado is quoted in the “D” as saying “That is really not our concern — whose funds,” Gado said. “I have deliberately chosen not to inquire who is funding this.” Why not Frank? It seems to me that you ought to know who and to what purpose is funding your efforts against the college. But then, anonymous funds were behind the Wall Street Journal and New York Times ads as well.

Is Lynne Cheney’s foundation supporting these efforts as some in the press have suggested? Are other conservative foundations?

A great deal of money is being spent, money that could be used to further students or the college’s mission. Why is it being spent in this way?

Alumni do not have a legal right to elect trustees beyond that given to them by the Boar, and as an attorney I am confident that these efforts will fail. The Governance Committee was advised by Sullivan & Cromwell, one of the finest law firms in America, and I have no doubt that all actions taken were legal and in full compliance with the college’s charter. I am saddened and disappointed by the conduct of these seven partisan members.

The Governance Committee clearly articulated its reasoning in a comprehensive published report whose conclusions no one in the Gang of seven has addressed beyond unrelenting hostility to the governance process.. The Board considered and acted on these recommendations. Dartmouth’s changes made sense and were consistent with the way trustees should act. Adding more charter trustees also allows the Board to select more Trustees for the specific talents and experiences they can offer the College – which elections can’t guarantee. The Board’s responsibility is to structure itself in ways that allow it to carry out its fiduciary responsibilities. Board governance isn’t about parity. It’s about being effective for the strategic reasons that a Board exists.

Alumni will continue to have a significant voice in the College. Although alumni trustees will be diluted they will still constitute a significant portion of the Board, and Dartmouth will have the highest percentage of alumni nominated trustees of any comparable school.

For these reasons, Dartmouth alumni leaders as well as alumni such as Jeffrey Immelt have endorsed the Board’s decision. Only this group seems unprepared to move forward and address the real issues that can and should be debated.

The current leadership has engineered a hostile takeover of the association that gives us a good idea of what would follow if their views were to prevail at the college.

I and others on this blog have urged the association to work towards common ground. By their actions, the “gang of seven” have demonstrated that they6 have no interest in this and have forfeited any right to be taken seriously.

By Andrew E. Lewin '81, at 10/03/2007 8:56 AM
"Astonishing" is the word that came to my mind before I read any comments here. This sentence is particularly astonishing:

"it is resolved that Frank Gado shall continue as Liaison for Legal Affairs (“the Liaison”), and that the Executive Committee hereby delegates to the Liaison the full power and authority to oversee and direct the work of outside counsel, on behalf of the Association of Alumni."

--Is the Executive Committee certain it has the authority to authorize one person to direct counsel who sue on behalf of the entire Association? Do the members get any say beyond electing the Executives?

By scott m. '95, at 10/03/2007 9:09 AM
Why doesn't your resolution deal with funding for this lawsuit?

It is the Executives' Constitutional duty to "have charge of the general interests of the Association, including the raising and expending of money to meet current expenses." Assuming you consider the lawsuit a current expense, are you abdicating that responsibility by giving one person free rein to solicit and expend funds from outside parties that he declines to name even to the Executive Committee?

How can you be sure a liaison would not promise the outside funders that their gifts are really loans to be paid back in full or in part, as his own personal gift of $30,000 is now being paid back by the Association? Have you empowered the liaison to put the Association into debt or to make it beholden to the outside funders?

By scott m. '95, at 10/03/2007 9:16 AM
If Professor Kohn is not an alumnus, then why did he write "we remain without any effective mechanism of governance"? Who's this "we" he's talking about?

If the only danger of unfettered administrators that he can come up with is the tendency to buy private jets, and he admits that this is not a big problem at Dartmouth, then why does he think a change in the size of the permanent minority of alumni-nominated seats on the board would matter at all?

And what in the world is "the alumni initiative" he is talking about? ("Had the alumni initiative succeeded here, it would have been imitated elsewhere, to the ultimate benefit of all institutions of higher education.") Does he mean the status quo, which alumni are trying to preserve? Didn't other institutions have 116 years to imitate the alumni nomination system? Dartmouth gave other schools plenty of time to adopt its model of governance, and Professor Kohn can't come up with any one that took the bait. Maybe the system wasn't that great after all.

And why would an Economics professor describe the Trustees as "the Ministry of Truth"? What happened to rational analysis?

By scott m. '95, at 10/03/2007 9:29 AM
Joe Malchow wrote "It is a shame that a small band of men selfishly pushed things to this point."

I would say it is a small band of men and women. The only people who have pushed the Association of Alumni to this point are the majority of the leaders of the Association. Their action will embarrass Dartmouth alumni and Dartmouth College and will cost both sides many tens of thousands of dollars that would be better spent on the swim team. I am ashamed of the Association.

By scott m. '95, at 10/03/2007 9:31 AM
Mr. Lewin writes "Instead of addressing real issues, such as class size and the direction of the college..."

He thereby acknowledges these are "real" issues, as raised during recent trustee elections. The Executive Committee is taking steps to insure that all alumni, not just a few appointed behind closed doors, will continue to have a material say on such important matters. The candidacies of petition trustees have not only raised these and other issues, but have served as the catalyst for alumni to spur administrative actions addressing them.

An outside entity, with both knowledge and authority, will now decide if there is a binding agreement between the trustees and alumni, and if the trustee action is in keeping with this agreement. It can only be healthy to get this resolved once and for all.

If what hurts the College is not people on one side of the issue or the other, but rather the divide between them, a divide so wide that thoughtful people cannot communicate across, it is time for a "judicial opinion" to end that divide.

By Anonymous, at 10/03/2007 9:39 AM
The gang of seven has gone too far. What they have done is an embarrassment to the College and to every alumnus of this great institution.

I too ask the question where is the funding for this law suit coming from. Is it right wing conservative foundations as has been suggested or a few disgruntled alumni. In either case we have a right to know.

John Fitzpatrick '65

By Anonymous, at 10/03/2007 9:59 AM
Under no circumstances do Frank Gado, Tim Dreisbach, David Gale, Alex Mooney, Marji Ross, or Bert Boles have authority to make any public or private statements that they represent me or any other Dartmouth alums like me. Neither he (Frank Gado)nor they (the rest of them) have my authority or permission to initiate litigation against Dartmouth in which they contend either expressly or implicitly that they represent me or any other alums like me.

Whatever it is that the majority of this executive committee thinks it is doing, it has the consequence of being irreparably harmful and divisive to the alumni community. All of the trustees (except the President and the Governor) are fellow alums. The unrelenting disparagement of their integrity by the majority of the executive committee and their anonymous co-conspirators is highly offensive to alums like me.

And please, don't give us this business about "seeking a judicial opinion" as being anything other than suing Dartmouth. Shame on you.

By John H Mathias, Jr. '69, at 10/03/2007 11:10 AM
Mr. Mathias,

I'm curious about your disavowal of representation by myself and the others in your list. Elected officials cannot, by definition, represent each and every one of their constituents individually; they represent the voters en masse. The members of the executive committee don't represent you--we represent the alumni body, as a whole, as reflected through the votes last spring. We understand that there are alumni, like yourself, who are opposed to this action (we have several on the committee, in fact), but we also understand that there are other alumni who believe that we are doing the right thing. Each of us based our votes on what we felt was the will of the alumni who voted for us, what we felt was best for the Association, and, of course, what we feel is best for the College. I know it was not an easy decision for me; I suspect that it was similarly difficult for most, if not all, of the rest of the committee. We're doing the best we can.

Also, I find it curious that you feel that you have a right to absolute representation on the executive committee--that everyone on the EC must, in fact, represent you, personally. You list six members of the EC who explicitly don't represent you; that leaves five others, who, by implication, do (or at least aren't so abhorrent to you to require your denunciation). Why do you feel that all eleven members of the EC must represent your personal desires, and that our actions must represent what you, personally, want?

By David Gale, at 10/03/2007 11:50 AM
Mr. Gale:
Why do you and your fellows persist in arguing that you were elected to reprent all alumni, when that is clearly not the case except in the minds of the "gang of seven" who are attrempting to exceed your authority.

Mr. Mathias is in fact quite correct in his assertions.

The Association of Alumni of Dartmouth College was organized in 1854 to represent all Dartmouth alumni. With the formation of the Dartmouth Alumni Council in 1913 as the representative body of the alumni, the association's role was limited to conducting College alumni trustee ballot contests.

You and your group are not authorized or empoowered to speak for alumni, the Dartmouth Alumni Council is.

I can't say that I am surprised by your views since your resolutions on their face demonstrate overreaching.

WHEREAS, members of this Executive Committee reached out to the Trustees asking whether they were open to further negotiation on the issue of parity between the number of alumni-elected and charter trustees, and the Trustees said they were not flexible on this decision;

WHEREAS, a further request was made to the Trustees to delay implementation of their decision by refraining from choosing new charter trustees at the November meeting, in order to provide a chance for mediation, and the Trustees refused to provide assurance of such forbearance;

The Trustees govern Dartmouth college and have made a decision in accordance with their fiduciary duties in the best interests of the collegew. The fact that your "gang of seven" disagrees with the decision does not mean that they should suspend it or decline to impolement it. To do so, would be to negate their fiduciary duty. They owe you n o fiduciary duty whatsoever as a matter of law, and indeed had no obligation to consult with your group.

This resolution is as senseless as the entire suit.As an attorney who specializes in cforporate governance, I can state that the Board had full authority to enlarge the Board as it did and make the other governance changes that it authorized, and that there is no merit to the legal claims asserted by the Executive Committee members who voted to bring the suit.

I can only hope that you and your colleagues will be sanctioned for bringing this frivolous lawsuit which is a a waste of time and money. Certainly these actions are not being taken or done on my behalf, and you ought to bear responsibility for the consequences.

Either way , you are damaging the college and the alumni by these irresponsible and reckless actions.

By Andrew E. Lewin '81, at 10/03/2007 12:11 PM
I can't say the Association doesn't represent me -- they won the election...but they certainly don't represent my views in this matter. And they are doing what they propose to do with no consultation at all.

The Association's middle of the night decision stands in sharp contrast to that of the Board. The Board acted following widespread consultation and it acted, in my view, well within its fiduciary responsibility and authority under the Charter.

By John Wolf '70, at 10/03/2007 12:14 PM
I repeat, Mr. Gale. You have no authority to represent me or any alums like me in initiating litigation against Dartmouth. This is not a matter of electoral politics. I stand 100% against you and the others on the executive committee, as well as your co-conspirators, who are purporting to sue Dartmouth on my behalf. You have no legal standing or authority to do so.

Your actions are irresponsibly overreaching. Whoever you think you are, please do not for a minute think you have any portfolio to represent me.

By John H Mathias, Jr., at 10/03/2007 12:18 PM
Middle of the night? Nonsense, John. We have been trying to reason together with the board ALL SUMMER LONG, without so much as an acknowledgement from them. And we did consult the alumni. Though cut off from College funds, regularly allotted to the EC in the past, we paid for a mailing to alumni. Despite the thousands of bad addresses resulting from use of an old list, we had thousands of responses (still arriving) that showed over 9 in 10 alumni in support of maintaining parity and of the proper role of the EC of the Association in consideration of any alterations in that agreement.

We firmly believe there was an agreement, an implicit contract, in 1891, and that the College has been and will be better off for that. You apparently disagree. Right or wrong, the courts will settle the dispute. Would you prefer dueling pistols?

Frank Gado '58

By Tom Paine, at 10/03/2007 12:30 PM
Mr. Mathias and Mr. Lewin,

We were elected to be the executive committee of the Association of Alumni of Dartmouth College. All alumni are de facto members of the Association. We are the elected leadership of the Association; the majority of our fellow alumni who decided to vote in our election chose us to fill that role.

As I've stated before, we are all well aware that there are alumni who disagree with our positions. Some alumni agree with those who voted against the motion; others agree with those who voted in favor. We did not see any way in which we could satisfy both groups of alumni (nor have any of our vocal critics on this site proposed such a way); if there had been, we most likely would have taken it. In fact, if the Board were to join us in mediation & negotiation in good faith, we would probably vote to drop the suit. (I cannot say we will, obviously, because I do not control how the rest of the committee votes.)

I can certainly understand that you gentlemen feel upset that your opinions are only represented by the minority on our executive committee; I'm also upset that my opinions are represented by a minority on the Board, and I'm sure many republicans are upset that their opinions are represented by a minority in the US Congress, etc., etc. I'm afraid, though, that that's the nature of democracy: those who care, vote, and the majority is represented more strongly than the minority; the minority, while upset at the outcome, cannot insist on the right to rule over the majority.

By David Gale, at 10/03/2007 1:12 PM
Mr. GHale:

No one is disputing that you were elected as the majority of the executive committe of the AOA, and if you choose to ignore the minority and not seek consensus for an action with such grave implications, that is your right.

You did not adress my main point because nop doubt it contradicts your view of your position. The AOA is not entrusted with representation of alumni.I reiterate my point which you conve4niently ignore:

The Association of Alumni of Dartmouth College was organized in 1854 to represent all Dartmouth alumni. With the formation of the Dartmouth Alumni Council in 1913 as the representative body of the alumni, the association's role was limited to conducting College alumni trustee ballot contests.

Please explain to me how and when precisely you were empowered to replace the Dartmouth Alumnbi Council? The fact that a partisan, idealogical group has taken control of the AOA does nopt de faxcto chasnge its role.

Mr. Mathias is correct and you are mistaken.

By Andrew E. Lewin '81, at 10/03/2007 1:33 PM
Mr. Lewin,

We discussed this motion for almost an hour last night, and have been discussing the issues in general since our election; we have striven to reach consensus, and have most definitely not ignored the minority. I invite you to scan through our meeting minutes if you want to verify this for yourself.

As I stated above, we were all looking for a viable alternative that was palatable to all sides, and were unable to find one; if you have a suggestion, please let us know.

I did not address your contention that the Association exists solely to run elections simply because that is an area of disagreement, which has been discussed at length on this blog already. The Association constitution gives me, as an elected official, the responsibility to have charge of the general interests of the Association; my interpretation (and that of a majority of the executive committee) is that that is a very broad mandate, and includes much more than running elections. Others disagree.

I do not wish to replace the Alumni Council; I feel that there is plenty for all of us to do, and if we could work together cooperatively, we could get a lot done. Please don't attribute thoughts and motivations to me which I have never expressed.

By David Gale, at 10/03/2007 1:53 PM
Mr. Lewin quoted "With the formation of the Dartmouth Alumni Council in 1913 as the representative body of the alumni, the association's role was limited to conducting College alumni trustee ballot contests."

While oft-repeated, that incorrect wording is to be found on the "AoA website", maintained by the College as an informational convenience for alumni, where it was not addressed by prior Association executive committees. (The ones in office before elections were opened to all alumni not physically in Hanover.)

BY A VOTE OF TEN TO ONE, the current executive committee voted to remove that improper limiting language and replace it. Those words continue to exist because the one dissenter has used his powers as an administrator to block the otherwise-unanimous decision.

We are not suggesting the Council be ignored... why do people persist saying the Association should be? The current crisis is partially a result of that philosophy.

By Tim Dreisbach '71, at 10/03/2007 1:55 PM
You cannot erase by the sweep of a pen almost 100 years of history.

ONLY the Alumni Council is empowered to represent the Alumni body. By rewriting the Association's website, you can not change what is not your's. You have assumed power that you don't and never will have.

All powers pertaining to the AofA executive committee were granted to it in 1913 by the Alumni Council. I hope the Council will now step forward and be heard.

John Fitzpatrick '65

By Anonymous, at 10/03/2007 2:49 PM
John F. stated:
"ONLY the Alumni Council is empowered to represent the Alumni body." From which font of truth did he drink this?

He went on to write:
"All powers pertaining to the AofA executive committee were granted to it in 1913 by the Alumni Council."

How silly.... Unless he retracts this obviously-incorrect comment (the AoA predates the Council by decades), readers should question his credibility on any future statements of "fact".

By Tim Dreisbach '71, at 10/03/2007 3:11 PM
Under the circumstances, where certain members of the executive committee are noisily and mistakenly pontificating about who they purport to represent, I call on them to reveal the identities of all those who are providing financial support for their legal attack upon Dartmouth. Additionally, the time has come for the Hanover Institute to come out of the closet. Did it provide financial support for the petition candidacies of the members of the AoA in the form of mailings endorsing their election? Who are the financial interests behind the Hanover Institute? Are any of these same persons or organizations subsidizing litigation against Dartmouth? Are there any non-alums subsidizing this litigation against Dartmouth?

I am troubled by this statement by Professor Meir Kohn: "This is unfortunate for Dartmouth. But the impact is much wider than that. Had the alumni initiative succeeded here, it would have been imitated elsewhere, to the ultimate benefit of all institutions of higher education. That now seems unlikely."

What is he talking about? Is this what is behind suing Dartmouth? Is there an agenda to export Dartmouth governance to other colleges and universities? Is this an agenda being advanced by non-Dartmouth alums, and if so, who are they? Instead of high minded double talk, how about some answers from the "majority of the executive committee?"

I have spent my entire adult lifetime supporting all things Dartmouth. I am not going to stand by silently now while our fellow alums on the Board of Trustees are attacked and vilified
in such a disgraceful manner as if they have no personal or intellectual integrity. I have no idea who you people are who purport to sue Dartmouth on behalf of all alumni, but if you think some "electoral process" has anointed you as the representative of me or others like me, you are sorely mistaken.

By john h mathias, jr. '69, at 10/03/2007 3:28 PM
Tim, I would suggest that you do some research. When the Alumni Council was formed in 1913, the association ceased to exist(brifly) until it was granted the power to oversee trustee elections.

John Fitzpatrick '65

By Anonymous, at 10/03/2007 3:30 PM
Mr. Mathias,

As I've tried desperately to make clear already, I do not purport to represent you at all. In fact, please tell me where you feel I have "mistakenly pontificat[ed] about who [I] purport to represent"--I think I've been fairly clear. I was elected in a vote that was open to all alumni to be a member of the Association Executive Committee; constitutionally, I am required to have the general interests of the Association as a primary responsibility. In my opinion, that responsibility includes striving to ensure that the Association's influence--which I firmly believe is extremely beneficial to the College--is not diminished. I do not represent you, this is true; neither do I represent my sophomore-year roommate, or my alumna wife, or one of the alumni I work with; I don't even represent myself. I represent the Association, in all its divided glory, to the best of my ability. If you think that you could do better at representing all of us, please feel free to run for office next year; in the meantime, I'm still very interested in hearing what alternative you would suggest we follow which will be palatable to the entirety of the Association body--we haven't found one, but it's possible we missed something.

Incidentally, do you feel that some "electoral process" has anointed your Council representative(s) to represent you?

Also, I do not believe I have attacked or vilified any of my fellow alumni, whether they're on the Board or not; please point to any specific instances you'd like me to address. I would ask, in addition, since you're so concerned that your fellow alumni should not be attacked and vilified, that you please stop attacking and villifying your fellow alumni who were elected to lead the Association.

By David Gale, at 10/03/2007 4:13 PM
Dartmouth needs more alums like Mr. Mathias who says, "I have spent my entire adult lifetime supporting all things Dartmouth."

Unfortunately there are too many alums who feel they need to control Dartmouth, and turn their back on the college the second the administration or the trustees do something they don't like.

I suggest the Association foster a sense of support for the college regardless of difference of opinion. It is not up to the alumni/ae to run the college after they have moved onto their next phase of life, but to ensure that it exists for others to enjoy in the future.

Some of you almost have an abusive relationship with the college. I hear it in angry blogs among the alums who feel their control slipping. I hear it in the "Whereas" statements by the A of A, indignant that the trustees dared not consult them about the new governance arrangement. So what is the answer? Lash out! Sue!

And does it surprise you that that the trustees chose not to speak with you? With FRANK GADO?! For goodness sake the man can't hold his tongue when he writes a blog comment, so how can he hold a reasonable conversation with the trustees? Why would they even try?!

Start supporting your college and stop trying to control it. You have benefited from what Dartmouth has to offer, so now let others do the same. Stop dragging the college's name down into the mud where it is harder to find the brightest students and the best faculty.

By Anonymous, at 10/03/2007 4:44 PM
My, my, Mr. Fitzpatrick, that IS a creative rewriting of history. Where did you get that from?

By Tom Paine, at 10/03/2007 5:04 PM
I will post the email I sent to Rick Silverman shortly after the action of the Trustees was announced, because I think the Association could have taken a different, and more productive path. If Rick wants to, I'll leave it to him post his response. Before I do, two points:

1) I am firmly in the camp that believes that Dartmouth is a better now than it was in 1981.

2) I happen to own a copy of the "History of Dartmouth" by Richardson (very dry reading), and while the coverage of the issue of Alumni election of Trustees in far from comprehensive, it seems clear that since the electoral arrangement was accomplished by a simple Board resolution, the legal effort that is being undertaken will fail.

"Dear Rick and John,

Like all our fellow members of the Dartmouth community I received the e-mail from Ed Haldeman announcing the changes in the composition of the Dartmouth Board of Trustees.

It is hard to imagine that a group of highly educated, devoted individuals could make a worse decision.

Since long before our time, Dartmouth Alumni have enthusiastically shared their time, talent, and treasure to further the mission of the College. The origin of the alumni elected trustees dates back to a time when the support of alumni benefactors was critical to the survival of the institution. The ability of the alumni to elect one half of the trustees provided a system of checks and balances, not unlike those in the Constitution of the United States, ensuring that actions of the administration, and Board, would never again endanger the survival of the institution.

The action of the Board of Trustees effectively dismantled the system of checks and balances, diluting the voting power of the alumni elected trustees to an insignificant minority.

Even worse, it is an affront to all of us who have willingly shared our time, talent and treasure in support of Dartmouth. It is a vote of “no confidence” in us. Through the years, Dartmouth has carefully selected its student body, educated those carefully selected students, and sent them off as educated men and women to be community leaders. This vote says to us that Dartmouth has no confidence in our ability to democratically select a sufficient number of qualified Trustees, from our own ranks, to meet the needs of the institution.

There is no question that the electoral process, and in particular the election of petition candidates, has been controversial. In my eyes it has not always resulted in the election of the individuals I would most like to see on the Board. This is, however, the nature of a democratic electoral process. It is certainly no worse, and arguable far better than the process that elects our national leaders. The solution, if in fact a solution was necessary, was not to effectively disenfranchise the entire alumni body, or dismantle a system of checks and balances which might prove crucial one day if less well intentioned individuals were to gain influence at the school.

If in fact the efforts of more individuals are required to accomplish the work of the Board, wisdom and a modest grasp of economics would have suggested creating eight more elected seats. The effect of increasing the supply of elected seats would reduce the competitive pressure associated with gaining one, and therefore the desirability of conducting an expensive campaign to secure one.

Ed Haldeman has requested that we “debate” this issue in a reasonable and respectful way. What is there to debate? The Board has taken its action. That action is a vote of no confidence in its own alumni body, and a huge step backward in governance. Far from defusing the controversy over the alumni elected seats, the action of the Board will intensify the rancor, expose Dartmouth to ridicule in the media and by pundants of all political persuasions, and in our litigious society no doubt spark a lawsuit or two.

I would not suggest to you, or to any of our fellow alumni that we withhold our economic support of Dartmouth. I do believe, however, that the Alumni Council, Alumni Association, and Regional Alumni clubs should be encouraged to take a strong stand and express immediate displeasure via formal votes of “no confidence” in the Board, and if those votes are ignored, cry out for the immediate resignation of the entire Board.

All alumni should be encouraged to boycott the newly established Charter Board seats, thereby preserving the current mix of Charter and Elected Trustees, and the system of checks and balances that mix ensures.

As alumni leaders I hope you will have the courage to act swiftly and decisively.

Sincerely,

David Dunn ‘81 "

By David Dunn '81, at 10/03/2007 5:13 PM
David Dunn,

You wrote a good letter to Rick Silverman, and I agree with your sentiments. In the preface, however, you write: "I think the Association could have taken a different, and more productive path." I, and my colleagues, would dearly like to know what path that might have been. We tried every path we could think of. Your suggestion that we call upon the Board to resign would surely have been unproductive. What scintilla of evidsence is there that that they would have doen anything other than ignore the resolution as insolence.

By Tom Paine, at 10/03/2007 5:40 PM
David: Your letter is articulate and measured. Your suggestion for a vote of no confidence is interesting, though I do not see why you believe trustees would voluntarily resign.

Holding such a referendum might still be an option. The problem is that it cannot happen in any reasonable fashion before November, and trustees seem determined to seat new Charter members then, as they have responded negatively to inquires regarding delay.

Once new trustees are seated, it is very difficult to reverse course... all decisions by a board with questionable members are then suspect. And that would create real harm. But I am no attorney and do not represent myself as a legal expert.

By Tim Dreisbach '71, at 10/03/2007 5:44 PM
David Dunn '81 posted his letter earlier. Here was my response to him:

David,

Thanks for your note. Like you, I learned about the findings of the Governance Committee this weekend. There has been much anticipation about the report among alumni volunteers, some hoping for the complete elimination of contested trustee elections, and others shocked that there would be any consideration of any change whatsoever, since it would violate the traditional right alumni have had in being part of the governance of the College. As a close observer of the processes of alumni governance during my tenure on the Alumni Council over the past four years, I stood somewhere in the middle, hoping for something that would decompress the pressures brought on by recent events surrounding the petition candidates and their supporters, while maintaining the traditional elements of alumni involvement, which have been a part of the fabric of Dartmouth's history. Based on my observations, I think that this decision is a reasonable compromise that will likely disappoint alumni at each end of the spectrum, but satisfy the needs of the majority of alumni, and more importantly, provide for the needs of the future of the College and her students. Knowing that a trustee decision to do nothing in the face of the increasingly divisive and costly elections and the issues surrounding them would have alienated alumni with a strong history of service to and fnancial support of the College, that was not an option. Alternatively, the complete elimination of alumni involvement in nominating trustee candidates was also not an option, since this opportunity is believed to be essential by many other active and supportive alumni. The Board has had to balance these positions, and I think they've done that with this decision.

Regrettably, I fear that you're correct in presuming that some will pursue legal action against the College as a result of this decision. Many of those same individuals have shown a willingness to see her name dragged across the pages of the NY Times and Wall Street Journal, even before any report was issued. I do not consider those approaches to "debate" in any way acceptable. Nor do I believe that the Board has failed alumni with this decision, since they have had to balance a great many factors and perspectives and wade through the mess which is the current state of alumni governance to create a compromise solution. In my role as Alumni Council president, I've had the opportunity to speak with Ed Haldeman. He is not someone who wants to do damage to Dartmouth College, nor does he strike me as being driven by ego or the desire for power. I cannot say the same for some of the alumni with whom I've interacted, who represent the petition side of the argument. I struggle to understand their motivation, and I am disgusted by their willingness to trash the College. Furthermore, to borrow your words, "it is an affront to all of us who have willingly shared our time, talent and treasure in support of Dartmouth" to have those who have been less forthcoming with those same resources suddenly come forward with claims of independence and unique insight to "save Dartmouth" from herself, when in fact, they represent a unified, well-organized and well-financed voice, which is hardly independent and insightful. While I appreciate the discussion that the petition process has encouraged among alumni, I am tired of the disingenuous claims and divisive attacks. I would prefer collaboration over condemnation.

I appreciate your input, and I respect your view. I cannot, however, take a position against the Board for making a decision which they--and I--believe will benefit Dartmouth in the long run. I will, however, forward your response to the Board so that your voice may be heard. I would also encourage you to look carefully, not just at the decision and the recommnedations of the report, but at the history surrounding this decision. Also, remember that all of the trustees are alumni, and while "charter" trustees may be selected by the Board, they are not selected based on a specific ideology, but rather on the principle that they will bring broad perspective (as well as other skills) to the Board to help direct the College forward. That broad perspective is essential to good governance, and that must be maintained. If alumni seats are filled with trustees brought in through an organized system, as the petition process has done, rather than one which encourages independent thought, which the petitioners dishonestly claim, their single ideology has the risk of hampering open discussion and worse, limiting the broad view.

Thank you again for your input.

Rick Silverman '81

By Rick Silverman '81, at 10/03/2007 6:00 PM
Tom & Tim,

I don't think there is any significant chance that the Board will reverse direction based on legal action -- they have already dug in their heels and are determined to win a legal battle (and I believe they will).

If there is any hope of reversing the course, it is in convincing them that the vast majority of the Alumni are offended by their actions (which I am assuming to be the case without adequate evidence), and recognize that what they have done makes matters worse not better.

I do think that if the Alumni were to rise up, in a democratic fashion, to oppose the Board action, the Board would have to reconsider. That was the reason I suggested that all the Alumni groups (Council, Association, Regional Clubs) hold votes of confidence/no-confidence, and debate/adopt resolutions demanding that the action be reversed, and ideally also call for a boycott of appointment to the new seats (easy for me to say since I am at no immediate risk of being asked to take a Board seat).

This is an approach that really cannot be criticized as being detrimental to the institution -- it costs nothing, unlike a legal battle, it doesn’t require anyone to withhold financial support, and it would present Dartmouth Alums to the world as educated men and women who are willing and able to organize and communicate strongly held views in a civil manner, in support of, rather than to the determent of the College. Whether it's the NYT, or Fox, or the WSJ, if any were to take notice, the coverage could only be positive.

I know this approach is not flashy, but I believe much more effective. Most of our fellow Alums, even if offended by the Board action, will not support any approach that harms Dartmouth – not a law suit, not more bad press, not a boycott of the alumni fund.

I believe the Trustees lost sight of the fact that in their roles they are not just fiduciaries, but educators. The lesson they taught a generation of Dartmouth students reduces to: if you can’t win through reasoned discourse, resort to subterfuge, and if that fails, then take what you want by force.

The alumni, as a body, have an opportunity to set a very positive example, not via the courts, but via mechanisms and organizations already in place: alumni clubs, association, and council. Reasoned discourse still could prevail.

Let me see, didn't that great political theorist and social commentator, Dr. Seuss, provide a workable approach in "Yertle (sp?) the Turtle ?

By David Dunn '81, at 10/03/2007 9:05 PM
David,

Let the regional clubs etc. do that, and the trustees reverse their positionand all legal action will stop. But the rights of alumni (and the future course of the College dependent on their exercise) are too important to cease action only in the hope that the trustees will see sense.

The course the trustees have plotted has never made any sense at all to me. It seems they are out to teach the alumni a lesson for not having behaved as they were told.

Frank Gado

By Tom Paine, at 10/03/2007 10:50 PM
Please stop abusing the alumni mail system. Using it as a vehicle for lengthy diatribes is unconscionable? Freedom of speech is one thing but, in a world full of junk mail, abusing the system as an alternate forum/blog/battlefield is weak at best.

Thank you.

By Anonymous, at 10/04/2007 7:11 AM
What a sad day for Dartmouth. Shame on all of you.

By d '07, at 10/05/2007 1:18 PM
Tom Paine: what rights? Dartmouth is not a state; it's an institution. Alumni have no 'rights'. Please. The old agreement was to bail Dartmouth out; long ago, we saved it from being relegated to nothingness. Was it only for us to turn our back on it once it became something great?

By dartmouth alum, at 10/05/2007 5:30 PM
You can bet your ass that if this ever does make it to court, I will be there to question the legitimacy of this Association and to deny that it in any way represents me. This foolishness shall not be undertaken in my name.

By recent grad, at 10/05/2007 5:34 PM
There is a serious absence of objective 'news' reporting on the issue of alumni participation on the board of trustees. DAM's coverage is periferal at best. College news releases are 'happy talk'. I suggest the Council post a variety of articles on this site. For example, I'd like to know the basis for support and distrust of recent petition candidates. If I knew more, I'd have more questions. My only data regarding College interest in alumni are: 1. Frequent requests for donations and 2. Discovery of a lack of interest by the Chair, in one unnamed college department, in developing a proposal for a research project to be funded by '58 alums. These are not positive signs. Wayne Hamilton '58

By Wayne Hamilton, at 10/05/2007 7:59 PM
Taking a tool from the US VP's verbal arsenal, I say to those who have filed this counterproductive lawsuit:

Go fuck yourselves.

Christopher C. Schons '88

By Anonymous, at 10/06/2007 7:40 PM
Mr. Schons makes a most constructive argument. Maybe the trustees are right after all... alumni are not capable of rationale governance.

By Anonymous, at 10/06/2007 8:27 PM
"Anonymous," one thing I've learned since graduation is that when dealing with narrow-minded and immature sadists, rational argument is superfluous.

So, I repeat, to the filers of the lawsuit: Go fuck yourselves.

Christopher C. Schons

By Anonymous, at 10/06/2007 11:31 PM
Mr. Schons, I was referring to your "constructive" argument as the irrational one. Thank you for being so insightful into what people are writing here, and into the overall situation.

By Anon 8:27, at 10/07/2007 4:40 AM
"Anonymous":

My point is that when one deals with bullies, efforts to reason with them are a waste of time.

Hence, the US VP's laconic approach in this case makes the most sense:

Go fuck yourselves.

Christopher C. Schons '88

By Anonymous, at 10/07/2007 1:10 PM
Ah, finalement. It is a shame that a small band of men selfishly pushed things to this point, but the Association is absolutely doing the right thing by pushing back. Congratulations to the Executive Committee -- on which no rich man sits, whose members are far more vulnerable than their opponents -- for daring this deed. I am proud. Joe, your mystifying sophistry is quite artful. To relieve the Association of all responsibility, and then to cast the situation as being one of the underdog versus the powerful, the poor versus the rich, all in the span of but a few vague sentences, is an impressive demonstration of demagoguery. I should note, however, that your talking points need to be updated: we've moved beyond the David and Goliath rhetoric, and have now begun to emphasize "democracy." It's genius. Keep up the good work!

By moe jalchow, at 10/07/2007 2:46 PM
The people who filed this lawsuit are fundamentalists. They are so inflamed with righteous feelings that they are incapable of seeing how misguided they are. All you have to do is mention "rights" and they go all zealous. Thank goodness we live under the rule of law and can count on a court to rationally deny their needless motion. Thank goodness the money they will waste in their fervor is money that probably otherwise would have been spent on the Heritage Foundation or the Ernest Martin Hopkins Institute or other drivel factories.

By Anonymous, at 10/08/2007 5:14 PM
Arguments that make no sense (some from both sides):

1. Saying we cannot take action against an administration's asserted bad behavior because that is bad for the school. (This is obviously foolish - think about national politics.)

2. Using "tradition" as an argument for what is right.

3. Assuming that just because the board can do something, challenging it is irresponsible.

4. Assuming that the alumni must represent "everyone" to take action. (As far as I know, each and every one of them was elected by the alumni community.)

5. Disregarding someone's beliefs because someone has told you they are radical.

6. Saying the board had no personal goals in mind when essentially disregarding the elected alumna's power.

7. Asserting this challenge means a "vote of no confidence" in the administration - actually, it means they disagree with you.

8. Asserting the alumni filing the lawsuit are "selfish," "tools," "zealots," or otherwise incompetent beings. (This ignores their successes, elections, and intelligence, as well as their actions up to date, which while they may or may not be disagreeable have been done with nothing less than apparent integrity - while the administration has used propaganda tactics instead of responding legitimately to the issues at stake; some of these are listed above, some below.)

9. Assuming the majority opinion is good simply because of its existence.

10. Stating we should "simply move on" and forget this controversy because it is over, when in actuality it is a real discussion that needs to take place.

My personal opinion is this: a big reason for the board's action was the continual election of alumni who disagreed with the board and were a nuisance. I think the worst argument up to date has been that the governance report was necessary "because the nature of the elections has been harmful." As it turns out, the reason it has been so harmful is because the board has reacted so poorly to the lack of faith the alumni have in them.
The lawsuit is harmful, no question, and I wish it were not happening. At the same time, I'm not sure I have enough information to decide whether the alumni filing the suit had any other viable options, or were left none by the board.

If this "sophisticated" level of debate is the best Dartmouth has to offer - especially by the administration - maybe I came to the wrong place.

By Galen Pizzorno, Dartmouth '11, at 10/15/2007 8:36 PM
Galen: You most certainly came to the right place.

Your observations are pretty good for someone new to the scene, and presumably coming in with a neutral attitude. Dartmouth has endured because of her special unique character; this is what also creates the passionate loyalty of alumni, no matter where they fall in the current dispute.

These are very important issues being debated, but do not let them distract from your undergraduate time here. Learn from the discussions with a critical eye, but also maintain balance with a sense of humor, just as you should approach all of your interests at Dartmouth. Sometimes we alumni forget the latter in the midst of our passion.

Welcome,
Tim D. '71

By Tim Dreisbach '71, at 10/15/2007 10:57 PM
Thanks for the information on topics.I was excited by this article.
Thank you again.

College online for good ideas.

By Fon, at 11/28/2007 9:16 PM
Galen, you might be right that "a big reason for the board's action was the continual election of alumni who disagreed with the board and were a nuisance." What difference does it make?

"I'm not sure I have enough information to decide whether the alumni filing the suit had any other viable options, or were left none by the board."

The board doesn't have to give alumni any options at all. Would you sue Coke for dropping Diet Sprite or changing the logo design on its cans? Would you expect Princeton to listen to your grievances just because you'd toured the campus or even attended classes? You have enough information already. The six alumni leaders who filed the lawsuit had plenty of options after the board listened to their ignorant whining and made its decision anyway: they could have done nothing, and the result of the lawsuit will prove that that is what they should have done.

By Anonymous, at 1/04/2008 11:50 AM

Tuesday, October 02, 2007

STATEMENT OF THE ASSOCIATION OF ALUMNI OF DARTMOUTH COLLEGE

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