Executive Committee Meeting Minutes
Conference Call
Thursday, April 29, 2010
6:00 p.m
Present: Tom Campbell, Jackie Carlson, Sara Coady Howe, Ed Godek, Ron Grasso, Andy Hochberg, Sean LeBlanc, Joel Slovin and Ron Spicer
Absent: Shyno Chacko Pandeya
Staff: Deb Goodhind and Anna Symington
The meeting convened at 6:05 p.m.
Amended Articles of Organization
Sean thanked everyone in attendance for participating in this special Executive Committee meeting to discuss the proposed amended articles of organization.
As requested at the previous meeting of the Executive Committee, Anna and Deb completed additional research relative to the potential costs and logistical requirements associated with expanding members’ voting rights to all alumni upon implementation of the new membership restructure. Anna noted that very strong and differing opinions regarding voting rights were shared at the last meeting of the Executive Committee, and she wanted to be very clear that staff is not advocating for one specific platform or another. However, it is staff’s responsibility to provide sufficient information to the Executive Committee and Board of Directors so that our volunteers can make an informed and thoughtful decision on this matter.
Anna restated the current recommendation for member voting rights as put forward by unanimous vote of both the Communications, Marketing and Membership (CMM) Committee and the Nominating Committee: Sustaining members in good standing and Life and Legacy members will be entitled to vote on Alumni Association matters and to serve on the Board of Directors. A Sustaining member will be in good standing when he or she has paid all required dues on a current annual basis as approved by the Board of Directors. The current recommendation for an annual sustaining dues investment is $50 for Sustaining members, or $25 for new graduates (up to two years after graduation). The annual investment requirement will be waived for alumni who achieve Life or Legacy membership status.
Several committee members reiterated their concern that the Board has spent a good deal of time in analyzing and developing a new membership structure that eliminates an annual dues requirement with the goal of expanding inclusivity of all alumni. While they all agreed that a minimum dues investment should be required of those alumni who wish to serve in a volunteer leadership role with the Alumni Association, they also questioned whether requiring a specific dues investment to obtain voting rights would be counter-productive to the Board’s goal of increasing inclusivity.
Ron Grasso reported that the CMM Committee met earlier in the day at which time he shared the various concerns of exclusivity relative to member voting rights as discussed at the last Executive Committee. After discussion of these concerns, committee members once again unanimously agreed that voting for, and serving on the Board, is a privilege and that alumni should demonstrate a vested interest in the Alumni Association to receive this benefit. Moreover, most membership-based organizations and corporations require a paid investment by their members or shareholders to receive the right to vote in matters related to their respective organizations.
Deb provided an overview of the requirements for charitable corporations relative to notifying and engaging members in corporate votes as outlined within Massachusetts General Laws, Chapter 180. Our current practice each year is to send a direct mail notice of the Annual Meeting and Board of Director elections to all paid members given that we do not have email addresses for all alumni, and the UMass Amherst magazine is no longer sent to all alumni.
If voting rights were expanded to all alumni, the Board would be required to provide published notice of any corporate vote to over 220,000 alumni. While some of these individuals could potentially receive this notice via email or the UMass Amherst magazine, the possibility would still exist that publication of a direct mail notice would be required for a very significant number of alumni and could increase annual printing and postage expenses up to $50K. In addition, expanding voting rights to include all alumni would increase the costs of online director elections from approximately $2,500 to $20K. Deb noted that past participation by eligible voters in director elections has averaged just 7.5% over the past three years.
Sean noted that the Board of Directors has a fiduciary responsibility to evaluate the costs against the benefits of any possible expansion of member voting rights and make a decision that is in the best interest of the organization’s long-term stability. Given the low participation rates in past director elections and attendance at past Annual Meetings, and the significant costs associated with expanding voting rights to all alumni, he suggested the possibility of revising the proposed annual minimum dues investment required for Sustaining members to obtain voting rights to a lower amount to be determined by the Board. All Committee members felt this was a reasonable option and agreed to present this to the entire Board of Directors for discussion at the May Board meeting.
Given that the amended articles of organization as currently drafted do not reference a specific minimum investment requirement relative to voting rights, the Executive Committee agreed to present them for vote by the current membership at the Annual Meeting in May.
Adjournment
The meeting adjourned at 7:50 p.m.