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EMAIL FROM PRESIDENT OF ALUMNI ASSOCIATION
This email is being sent to
members of the USNA Alumni Association Board of Trustees
and Class Presidents, with a cc to Chapter Presidents.
Pls ensure this receives wide dissemination.
First and foremost, I would like to thank the Board of
Trustees for their support of the Bylaws’ changes as
presented by the Governance Committee. The debate around
the table was vigorous, purposeful and professional. I
hope you feel, as I do, that everyone’s views were heard
and certainly respected. This entire process, which we
started in September 2006, has been challenging, at
best, and very complex. The Governance Committee under
Carl McCallum’s leadership has served us extremely well,
and I want to thank Carl and the entire committee for
their steadfastness, attention to detail and receptivity
to numerous inputs. The process they developed was
excellent and a benchmark for other committees to follow
in the future.
I also feel that the support of the Council of Class
Presidents (COCP) on the Bylaws’ changes was essential
to their being approved. Mike Haskins, Chair of the
Council of Class Presidents, made this very clear in his
presentation, and his input caused clearer language to
be inserted into one of the resolutions. While we will
miss Mike’s involvement with board matters, we look
forward to Frank Donovan’s leadership of the COCP which
has become relevant to keeping our classes engaged and
informed.
I want to thank the board, as well, for their acceptance
of Captain Murph McCarthy’s vote in support of the
Bylaws’ changes. What you may not know is that over the
last week or so, Murph made an extraordinary effort to
participate in Friday’s meeting from Iraq via phone. It
was only at the last minute that he could not be
available. In his email that we received early Friday
morning he said, “As feared, I am officially unavailable
for the meeting to call in. This war stuff is very
inconvenient!” While we did not technically need his
vote, your unanimous acceptance of the input of the only
member of the board on active duty in combat was greatly
appreciated. My thanks also to Murph for his dedi cation
to the Alumni Association but most of all for his
continued service to our nation.
Over the next day or so, we’ll go back through our notes
and ensure that we have captured all the actions from
Friday’s meeting, but here is a snapshot of some of
them:
Bylaws’ Changes
The Board struck the Mission Statement from its position
at the head of the Bylaws simply because the Mission
Statement is not part of the Bylaws. However, there were
some suggestions that we ensure that the Mission
Statement has the same prominence as the rest of our
governance documents. This makes sense, and we will take
action to determine where the Mission Statement should
go and keep the board informed of this status.
The Board struck the position of Past Chair as a member
of the board of trustees. ADM Smith will complete his
term in office per Section 4.3.
The Board approved the selection of the Chair and Vice
Chair by the Board. This issue was, as expected, debated
the longest. On the floor, changes were made to the
language and ultimately approved to include that the
nominating committee will be a search committee in the
case of the Chair or Vice Chair.
The Board approved the nominating procedures for the
Regional Trustees that included the nomination
committees’ candidates and petition candidates’ being
approved by the Board.
The Board approved clarifying the nominating and
approval procedures for the Board-Selected Trustees, the
procedures for filling trusteeship vacancies, term
limits in Article IV.
The Board approved changes in Section 8.5 that expanded
the indemnification to which trustees, officers and
serving committee members are entitled to the maximum
extent permitted by Maryland law.
The Board approved various miscellaneous changes made
throughout the Bylaws to provide greater clarity or
consistency. In the discussion prior to approval of this
resolution, a trustee had concerns that one change
included exempting the trustees from the Operating
Manual (Section 8.1). Trustee Collins pointed out that
this was not the case when you read the entire sentence
in the section, “For greater clarity, the manual is
intended to guide the officers, agents, employees of the
Association, and committees of the Board other than the
executive committee, but neither the Board nor the
executive committee is required to comply with the
provisions of the manual that conflict with any
reasonable interpretation of these bylaws.” (Underlined
emphasis added)
This latter issue brings to mind the next task of the
Governance Committee from my September 13, 2006 letter,
which is to review the Operating Manual to ensure it
complements our other governance documents while being
aligned with Maryland corporate law.
Other Actions
While the Bylaws’ changes were certainly the most
visible actions taken by the Board, there are several
others that I want to mention.
George Zeberlein once again served ably as the President
of the Board of Tellers, for which I thank him. This was
the first time that we have used electronic voting, and
George’s report, along with the entire report from VR
Election Services, was provided to the Board. We will
post this on the web site in the near future. I have
also asked staff to follow up on George’s comments that
the expense of using an outside vendor should be
reviewed, and if an outside vendor for an election is
used, perhaps a board of tellers is not necessary since
the vendor certifies the results.
The new board approved the Executive and Standing
Committees. Additionally, the Nominating Committee was
approved, which as was pointed out during the
discussion, will also be the search committee for the
next Chair of the Board to be seated in the Spring of
2009.
In closing this meeting, I told the Board that my focus
for the remaining year of my chairmanship will be to
work on better communications to ensure that the actions
of the board are understood. As I noted in my remarks at
the Board meeting, I am concerned by the false and
misleading information being promulgated via e-mail by
some of our fellow alumni. Some of this effort is
clearly aimed at undermining trust in the competence and
motivation of our Board. Our continued efforts to
provide correct information to our alumni, via e-mail
and on our website, are crucial to preventing further
damage to our Alumni Association.
Let me remind the Board members of 2 of their 5 legal
duties from the presentation John Simcox provided us on
November 30, 2006 and were provided to the new trustees
at their orientation:
Act to support the mission of the Alumni Association.
Act on behalf of the membership-at-large. We are bound
under a legal duty of loyalty. But it is not a duty owed
to the board itself, nor to the particularized
constituency that put us in office (class, chapter,
region). All decisions that we make should be responsive
to the question, “What is best for the membership of the
organization as a whole?”
Well done, and thank you again, to all members of the
board for your participation in Friday’s meeting and the
tremendous amount of effort that you obviously put into
preparing yourself to deal with several important
issues.
Carl
C. A. H. Trost
Chairman of the Board
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