Alumni Executive Council Business Meeting Minutes

March 19, 2016

I. Mr. Forbes called the Virtual Business Meeting to Order at 10:02 am.

II. Ms. North called the roll.

Attendees: Armstrong, Bantz, Casler, Chatterjee, Cowan, Dana, Danielson, Faulkner, Forbes, Hallock, Hansen, Kuno, Lee, Nuffer Lloyd, McKee, McLaughlin, Murray, North, Posener, Rood, Sprague, Sullivan, Taylor, Terrillion, Weaver, Weaver, Williams.

Absent: Farnham, Halstead, MacBrayne, Montgomery, Olivo, Scheider.

University: Hissong.

Ms. North confirmed that a quorum was achieved.

III.

Mr. Forbes requested a motion to approve the prior Meeting Minutes from the January Business Meeting. Moved by Posener; seconded by Hansen.

Ms. Hansen proposed that the person who creates and submits meeting minutes, add their name and date. This was unanimously accepted by Council members.

IV.

Mr. Chatterjee introduced the discussion of the 2016-2018 Officer Slate. He noted that the M&H committee members are all available on the call to answer questions. The AEC Constitution charges M&H with preparing slate and presenting to council for vote. The process to develop the slate is multi-factorial and intentionally confidential. The Officer Developed by the M&H Committee for 2016-2018, which has been communicated to the Council membership, is Forbes for President, Cowan for VP, North for Treasurer and Chatterjee for Secretary. Two members subsequently advanced alternative slates, but the members nominated declined, leaving unopposed slate. This slate was voted upon electronically and was approved by a vote of 25 – 7.

Mr. Rood noted that AEC members serve at the pleasure of SLU. We do not and cannot run the University. He expressed to have problems with slate proposed and the procedure used to develop the slate. Article B section 5 of our bylaws state that the slate is to be presented at the winter business meeting, which did not happen. He questioned on 10Feb16 the concept of the proposed slate and why it excluded Jacquie Kuno. On 26Feb16, he spoke to Neil about his concerns. Mr. Rood believes that M&H had misinformation upon which slate was decided, that Mr. Cowan did not want to be President and that high ranking people at the University “blackballed” Ms. Kuno from being officer. Mr. Rood made a formal motion that we overturn this slate and furthermore that the whole process be done correctly and be pushed forward to our retreat at Canaras. Ms. Sue Weaver seconded this motion. Mr. Rood noted that he respects and likes Mr. Forbes, but doesn’t think anyone should have a second term as President. He noted that we have term limits for a reason. We should be celebrating Mr. Forbes’ time on Council at Canaras. He further stated that Mr. Chatterjee is at the end of his tenure on Council. Finally, he stated that we are not planning the invasion of Normandy; and adding new members is not that hard.

Mr. Sullivan stated that the M&H Committee understands that Mr. Rood disagrees with the proposed slate and that the Constitution provides a mechanism for addressing disagreements through nomination of alternative candidates. This process was followed by Mr. Rood and one other member, which is the appropriate mechanism to challenge the slate decision by M&H committee. Further, he noted, it is healthy for the organization to have other opinions. In this case, however, the Alternate slate did not result in a challenge slate because the nominees declined.

Ms. Sue Weaver reiterated that the proposed slate was not put forth per proper protocols. She noted that the M&H committee did not meet during winter meeting; and when they did meet, the full committee was not in attendance. She further stated that there has been a lot of conversation since 10Feb16 when the slate was announced and that not all Council members are aware of this. She believes this is about what is right for Council. She stated that she was told by Mr. Chatterjee that three senior University Administrators informed Mr. Chatterjee that Ms. Kuno could no longer be an officer. Ms. Sue Weaver personally called two of the three (Tom Pynchon and Kim Hissong) and was informed that no directive was given to M&H, which led her to believe that something was amiss. Mr. Cowan had initially submitted a vision statement for President, but subsequently state that he didn’t want to be President because he felt he couldn’t give enough time. Ms. Sue Weaver noted again that she believes the entire process was based on misinformation.

Mr. Chatterjee noted that he does not recall providing the name of anyone on the University staff who made the statements attributed by Ms. Sue Weaver.

Ms. Weaver clarified that other people told her the names.

Mr. McLaughlin asked if the alleged conversation occurred or not?

Ms. Bantz clarified that even though not all M&H members were in attendance during the meeting, they have communicated frequently and that it is acceptable to have consultations by email or conference call. With regard to information M&H receives or doesn’t receive, only M&H members have full access to information provided. This information is intended to be confidential as provided in by-laws. Further she noted that a broad spectrum of resources provides information and the information gathered and sources remain confidential for important reasons. The information may be sensitive, and there is a need to maintain trust of Council and individuals who provide input. The M&H Committee may be privy to info that the rest of Council is not aware of. Conversations among Council members outside of M&H may be based on some inaccurate or incomplete information. Therefore, they may not be productive, and also may be uncomfortable for Council member and/or University staff. She noted that M&H spends a tremendous amount of time developing the Officer Slate and that it most definitely is not a rubber stamp. Furthermore, M&H does not take directives from University staff or other Council members, including Mr. Forbes and the other officers. Ms. Bantz summarized by stating that this is not a good venue for this kind of personal conversation; that it is intended for committee meetings.

Ms. Sue Weaver respectfully disagrees with that and feels that this is the perfect venue, and that sidebar meetings are the reason why the vole was 25-7. She believes if everyone had known, the vote would have been different. We are a group and this is the perfect venue to discuss.

Ms. Terrillion stated that she was M&H chair 6-10 yrs ago. At that time, there were often 5-7 qualified nominees for every office. As a result, there was a lot more work for the Committee and significant effort was put into due diligence. During that period, when the slate was presented, there were people who were disappointed they weren’t on it. It is important that due process was followed and based on information the Committee had, which is confidential. Unfortunately in this case, with only one person nominated who wasn’t on the slate makes it appear to be personal; but it was not. Ms. Terrillion finally noted that she is disappointed that there were not more people nominated.

Ms. Hansen asked where was the due process in this whole debacle? She noted that she was intimately involved in the Silent Auction and the wonderful team who worked on it, yet no one bothered to come to her to discuss issues.

Mr. Rood noted that in his opinion, Ms. Kuno is one of our brightest stars and she got thrown under bus that resulted in numerous indignities. He requested that we address his motion that the vote be set aside and the slate discussed at Canaras.

Mr. Cowan asked to clarify his situation. He noted that he did not become Vice President through the normal course. Ms. Short was Vice President and when she transitioned to become a University employee, he was promoted to complete her term as Vice President. Historically, the Vice President role has been a pathway to President. Knowing that, he was clear in his vision statement to M&H, that given his personal and professional circumstances, he was not prepared to become President at this time, but was willing and able to repeat as Vice President. As the time approached for nominations, he did some soul searching, both professionally and personally. He noted that the President role has become larger over the last several years. He discussed his feelings with M&H and his family, and ultimately submitted a lengthy vision statement, a major component of which was regarding putting all his cards on the table. Mr. Forbes has been on campus 13 times this year; and recent past Presidents have been on campus frequently. Mr. Cowan is supportive of what they’ve done, but unless we want to have the President restricted to the nearby geography or at point in their career and lives where they can travel, it will limit the pool of people who can serve in that role. Since the Council and Mr. Cowan embrace geographic diversity, it was important to him to lay out the extent to which he would be available to be on campus very clearly so M&H could have the most info to make a decision about what is best for Council. He further divulged that he plays an important role in sister’s situation, as she is chronically ill and in his vision statement he expressed concerns regarding an organ transplant that was rejected and could affect his ability to serve. The week the slate was announced, his sister had a stroke and was in the ICU for several weeks. Mr. Cowan noted that information was shared with M&H that wasn’t share with other Council members. He sees how M&H does a lot of work as a Committee and works hard at it. He is not privy to any discussions or deliberations but values their perspective. They have info that he might not have. Mr. Cowan summarized that it is sad that we’re in this situation for everyone involved and asked that we all keep in mind that everyone’s intentions are good.

Ms. Williams thanked Mr. Cowan for his comments and sharing his issues. She confirmed that this is how M&H operates. Ms. Williams further clarified that per our by-laws, any officer, including President, can serve for 2 consecutive terms. With the liaison transition from Ms. Cania to Ms. Hissong, and Mr. Cowan’s situation, the Committee felt that continuity in the office of the President was important.

Ms. Sue Weaver asked why only three of the four current officers were included on the slate, considering that continuity is important? Ms. Williams responded that there are a number of factors taken into consideration.

Mr. Rood noted that no one is insinuating that the Committee didn’t work hard. There are lots of smart people on Council, but he questions the continuity argument, given that the slate includes two people extending their term and Mr. Cowan is still going to be living in Texas in 2 years when the next slate is developed.

Mr. Casler stated that he doesn’t know if a telephone conference call is the best way to have this conversation. Perhaps we need to look at the process of the M&H Committee and that would be better done at Canaras, at which time the procedure and processes that got us to where we are now could be reviewed and debated. He noted that he wasn’t part of the meeting but fully supports the slate. Finally, it has been voted on and passed.

Mr. McKee noted that it is unfortunate that the slate wasn’t presented in person as it’s supposed to. He feels it would be better to do so in person, when the Committee would have to defend their recommendations. In this case, circumstances made it look bad from the outside.

Mr. Sullivan clarified that it does say in the AEC Constitution that the slate will be presented at the winter meeting, however that has not been the recent practice. The slate has always been presented between the winter meeting and this call. That is not intended to manipulate the process. Furthermore, the slate is not something that the nominating committee of any organization defends or debates. It is voted on as is or alternative candidates are nominated. Mr. Sullivan asked Mr. Rood to clarify his motion.

Mr. Rood asked to follow up on Mr. McKee’s point. If we’re all in the same room when the slate is announced, if there are concerns about that slate we can share as a group and discuss. In the way the process is being undertaken now, we don’t possess the mechanism to question the slate. There is no way to go forward and understand what’s going on and know what’s happening. It was hard to get in touch with Mr. Chatterjee and Mr. Cowan. And, now here we all are trying to sort this out. Mr. Rood clarified that his motion is to overturn the current slate and re-evaluate it at Canaras. Also at Canaras, he suggested Council look at management style, mission and what we’re spending our time on.

Mr. Sullivan noted that the full body of council votes on the slate; M&H is responsible for providing slate.

Mr. Rood asked what would have happened if Mr. Cowan had accepted?

Mr. Sullivan stated that he doesn’t think there would have been an electronic vote, but that’s not what we were presented with. Disappointed candidates is not new. It is procedurally improper at this point to set aside the vote. It would mean that there would never be any repose in a vote by Council members.

Ms. Sue Weaver reiterated that the slate was not put forth in the proper way because it was not announced at the winter mtg. Mr. Sullivan responded that he has addressed that. Mr. Rood noted that doesn’t mean it’s right.

Mr. Taylor requested to speak to the process. If something has become a matter of process, even if not supported by by-laws, which happens frequently in non-profit organizations, once allowed and continued as a process, then that’s how things get done. If someone wants to go back to the rule book, that is not appropriate. Mr. Taylor noted that over-turning the vote would be inappropriate and that he would vote against it. That said, some of the other discussion points are troubling and should be out in the open to all Council members. We need to make sure that we don’t go through this again. Mr. Taylor noted that Mr. Cowan has stated his position. Further, he doesn’t understand why there would ever be an issue with Ms. Kuno for any role on Council and he feels that this still hasn’t been explained on this call.

Silence.

Ms. Terrillion asked where does this leave us? Because the slate has been voted on, does it stand and we take up the process issue at Canaras?

Mr. Sullivan stated that that is his view and that Mr. Rood’s motion is inappropriate. Council doesn’t have authority to reverse slate once the vote has taken place.

Mr. Rood stated that he understands Mr. Sullivan’s statement and that he thinks is is unfortunate that this has occurred. If it is the pleasure of the Council to not vote, so be it. Mr. Rood noted that he believes if all of this information had come out to the whole Council, and maybe even M&H, the outcome of the vote would have been different.

Ms. Terrillion stated that this is a disappointing thing for her. Valid points have been raised with the slate that are probably a personal situation that shouldn’t be aired over call. It’s bad for Ms. Kuno, bad for Mr. Cowan to have to explain his situation to the whole council. All of this should have been confidential. The allegations made about a deal on the side need to be discussed, but I don’t know how we can overturn vote that’s already been taken.

Ms. Bantz stated that this is her 5th year on council and she loves all Council members. This has been the highlight of her volunteer experience. She can attest what was done this year by M&H relative to the slate was in no way conspiratorial. The Committee had access to all information raised today and more information that has not been raised that we cannot and will not share with you because we don’t want to cause embarrassment to anyone or reveal personal information that was provided confidentially. We have done the very best and complete work that was possible. Ms. Bantz accepted that there’s a group that doesn’t agree with the outcome but we need to move on. At some point you have to trust that we have done the very best and complete work that was possible. At Canaras, we can look at the nomination process and how it may be handled in future years.

Mr. Forbes suggested that we move forward with the agenda. The question was asked don’t we have a motion on the floor? Mr. Taylor replied that yes, but it is procedurally inappropriate because the vote already took place. Per Robert’s Rules, the motion is out of order. Mr. Sullivan concurred.

Ms. Hansen moved that a statement she read be put on the agenda for Canaras. Ms. Hansen was asked to send her statement to Ms. North to include in the minutes. (Ed. Note: it was later decided that her statement would be provided to the Officer group for development of the Canaras agenda and the Author does not have access to the statement at this time.) In lieu of a vote, Mr. Forbes committed to adding the suggested items to the Canaras agenda.

Ms. Kuno stated that she’s been listening to the conversation and that as much as she loves being on Council, it is hard to listen to this crazy secret thing that prevented her from being an officer. She thanked everyone behind the scenes who has supported her. It is difficult in a forum like this to step up and discuss this. Ms. Kuno believes it all boils down to the auction, which got bigger each year and there wasn’t great communication there. She will address this aspect in comments during her F&R committee report.

Mr. Chatterjee noted that it is most unfortunate that we’ve had to have this conversation for the last hour. Ms. Kuno has been an exemplary council member, and nothing the Committee did was personal or a judgment of Ms. Kuno’s tenure and performance on Council. Everything she’s done has been tremendous. Council members shouldn’t read into the slate that there was any personal condemnation of Ms. Kuno or any other Council member. Instead, we should be commending and celebrating her performance.

V.

Ms. Hissong provided the Campus Report noting that this is her first opportunity to speak with all of the Council members. She stated that she is honored to serve as the new staff liaison. She has worked with Council for many years, but still has a lot to learn. When she learned that Council was moving under the Advancement umbrella, she was very excited. She believes our goals are aligned and it will be a powerful partnership.
Ms. Hissong wanted to clarify the University position on the Silent Auction (SA). In the pre-call materials, it was noted that Ms. Kuno shared during the Officer & Chairs call that it is the F&R Committee recommendation that we pause on SA this year. While we consistently said that the University is not in a position to take over the planning of the auction; we have said that Advancement is prepared to support the SA as we have in past. There are some concerns that the SA has gotten too large. There will be conversations about how the auction will be conducted going forward. Ms. Hissong noted that there is an important distinction between that perspective and the University not wanting auction.

Fortunately, Council’s financial position allows us to step back and plan for the future. Cancelling auction would have an impact on Council financially, but we can support our commitments with the bookstore revenue. What we decide to do relative to the Auction will be a full Council decision and will not happen on this call, as it will require more discussion and deliberation by Council as a whole.

VI.

Mr. Forbes provided the President’s Report stating that the conversation this morning was terribly difficult and clearly we have work to do as a group on our expectations of one another. The experience of leading this group is something he has treasured and this is humbling. Mr. Forbes committed to connect with each Council member by phone or in person at Canaras. He asked everyone to keep chins up because you’re all phenomenal volunteers. Council is the University’s core of engagement and the best volunteers for SLU. We sponsor a lot of good programs. SLU is getting a lot of recognition in the media. Mr. Forbes summarized by saying that he is looking forward to working with all Council members to heal the hurt heard this morning.

VII.

Ms. Kuno provided the Treasurer’s Report noting that the report is posted on the AEC dashboard. She pointed out a correction that should be made to the beginning cash balance, which shows as $68,895, but should be $58,895 due to the $10,000 that was approved to be moved to a long term reserve status.
Ms. Kuno reported that 2015 income was $65,200 inclusive of $30,000 from the Bookstore arrangement and $35,000 in proceeds from the SA. Expenses for 2015 were $37,150.
As Ms. Hissong stated, Ms. Kuno supported that we are in a strong financial position going into 2016, even if we decide not to hold the SA. She stated that she will address this in her F&R report.
Ms. Hansen noted that she was not sure she has the correct budget from the website and that there was a prior action item to edit the caption to the right. Ms. Kuno noted that the requested modification is noted as an * at the bottom of the report. Ms. Hissong volunteered to work with Ms. Kuno to make the change once the wording is finalized.

VIII. Committee Reports

a. Ms. Kuno provided the Finance & Resources Committee reports, starting as promised with the SA. Many members have asked why the Committee has recommended that we not hold the SA this year. She noted there is not time to go into all of the details behind this decision, but feels the Committee owes us an explanation.

Ms. Kuno went on to state that initially, due to Ms. Cania’s email on 23Feb16 that the auction could put the University at risk, the Committee felt they had no other choice. She was especially surprised by Ms. Cania’s comments since they were received after Ms. Hissong participated in their Committee meeting in January and was supportive of the auction. Ms. Kuno stated that she is thankful that Ms. Hissong supports the Council’s efforts with the SA, however, it takes a full year to coordinate and put together a successful auction and now we’re behind. The Committee doesn’t want to scramble to get this done. With everything going on with the slate and people upset, it has been difficult for people to focus on very big project. It is clear that the F&R committee and the whole Council need to regroup. We all love SLU so this is a difficult decision, especially given positive feedback and amount of money raised. But we need to step back and look at the reasons for this situation and determine how to move forward. Any and all adversity will be positively overcome. At Canaras, we will have time to discuss face to face.

Mr. Sprague commended Ms. Kuno and noted that we’ve been on a roller coaster following such great success last year. The Committee approached the fall looking at concerns of excess staff involvement, and we knew we needed a staff liaison, knew we needed to manage the workload more effectively. Ms. Kuno was the one who came up with solutions despite the lack of endorsement by Ms. Cania and the University. He is thrilled to have Ms. Hissong and the University’s support at this time.

Ms. Hallock also commended Ms. Kuno on what she has been able to achieve with the auction. She wants to make sure that all of Council is aware of the endless hours that it takes to execute the SA. No one on the Committee ever wanted to do anything that would put the University at risk. When we heard that it might, it caused the Committee to put the brakes on. We need to make sure that we’re all working together going forward. Ms. Hallock summarized by noting that she doesn’t think it could have happened this year.

b. Mr. McLaughlin provided the Advancement & Engagement report noting that he had three topics to review.

L4L Week celebrates SLU 30 March through 03 April. The 5 pillars of L4L are: Learn, Give, Connect, Serve, Celebrate (aka Charter Day). Council’s role is to educate people about what L4L Week is. Council is sponsoring the purchase of 500 pub cookies as rewards for 160 hour donor challenge; we should all support the donor challenge; Council sponsors the purchase of coffee on Give day, and we should all promote L4L Week, especially the donor challenge, via social media. The 160 hour challenge is in honor of the160 anniversary of SLU. The scope of the challenge is outlined in a document on the dashboard. It will be held 03-13

April. The objective is class participation with a goal of 3000 donors (up from last year). Randomly selected donors will get a pub cookie with a note indicating they were sponsored by AEC. Last year, 100 cookies were funded by AEC; this year we have increased our funding to 500 cookies which will require an additional $1,500 in the budget. We have historically provided coffee at a funding level of $1,200 which remains the same this year. Social media is the most important role for Council. Lexie Williams and Joe Keniston will provide cheat sheet on how to best promote L4L Week and the Challenge on social media. Last year, we did a pretty good job intuitively, but now we will be provided a little more direction to increase impact.

#SLUsaidyes
A&E and SSR committees are working jointly on this initiative. Prospective students will receive their acceptance letters Monday or Tuesday (21-22 March). For many students, it will likely be the first time they will contribute to the SLU facebook page/tweets. The University is making an effort to promote these contributions as it gives us an opportunity to engage the accepted students on what being a SLU student is all about. A cheat sheet has been put on the dashboard. Council members should like student posts and use #slusaidyes. Express excitement and engage them.

St Lawrence social
An Alumni Engagement event is being held in Darien CT to engage alums in Fairfield county. There are multiple alumnae sponsors and attendees are paying a nominal fee to attend. Council has been asked for $1500 to help reduce the cost. The event will bepromoted via an invitation which will go out shortly.

Mr. McLaughlin then asked for questions. Ms. Hansen asked Ms. Kuno to please let us know what our balance will be without SA? Ms. Kuno replied that we have requests for $55,955. These two request would add $3,000, which is still within reason, as our beginning cash reserve is $58,000 and we have $134,000 available to us in cash.

A request was made for a motion to allocate the funds as described (get text from Brendan). Moved by McLaughlin and seconded by Forbes. The voice vote was unanimous.

c. Mr. Chatterjee provided the Membership & Honors report noting that the Committee is currently working on the Doug Brown award recipient with a reminder that the deadline is 18 March to submit essays.

M&H is also working on selecting Student delegates. Mr. Chatterjee noted that we had an outstanding crop of delegates this past year. The deadline this year is

30 March. Three submissions have been received so far, but we typically receive a number of applications on the last day. We are not permitted to advertise for Student Delegates through the student listserv this year, so we have used other means.

Mr. Chatterjee informed us that recipients have been selected and ratified for the Alumni Citations and the Sol Feinstone award. Alumni Citation recipients will be: Hulit Pressley Taylor, Barbara Hennessey, Ann McGrath, Chris Spitzmiller. The Sol Feinstone award recipient is Tom Sy ’82.

Regarding member recruitment, Mr. Chatterjee reported that clusters 1, 3, and 5 are complete. There is still 1 vacancy in cluster 2 due to a candidate who is no longer available; and there are a couple of vacancies in cluster 4. The Committee is working aggressively to fill all empty slots.

d. Ms. Terrillion provided the Student Service & Recruitment report noting that the Link reception is Monday in NYC. There will be a panel participating with NYC semester and Link students. The phone call and letter writing campaign to accepted students is moving forward. More details will be provided for the 20 members who signed up to phone/write 260 prospective students. If anyone else would like to participate, please let her know.

IX.

Mr. Forbes asked if there was any New Business and then ended the meeting by stating that he appreciates everyone’s patience, candor and passion about our work.

X.

The motion to adjourn was provided by Bantz, with a second by Cowan.

Respectfully submitted by Susan North, 10Apr2016