<p>Five Percent</p>
<p>There's an old adage that leaders spend 95% of their time on 5% of the group. That percentage seems to hold for Naval Academy graduates and members of the Board of Trustees as well.</p>
<p>You may have seen some scuttlebutt about a threatened lawsuit, a potentially embarrassing website, and subsequent Board of Trustees conference call. I would like to brief you on happenings and put a few things in perspective.</p>
<p>Election 2006</p>
<p>In 2006 there was an election for the Chairman of Board of Trustees, as well as several other Trustee positions. That election was tainted by the actions of a member of the Board who served on the Nominating Committee. In fact, the process itself was compromised in the following ways.
1) The Nominating Committee member in question called the Chairman of the BOT at home to discuss the Nominating Committee and its direction. Since the Chairman is prohibited from participation in the nominating process other than standing up the committee, this ex parte communication initiated by a member tainted the process.
2) This member then selectively-and inaccurately-relayed the Chairman's comments to the Board.
3) This member had a hand in drafting the nomination for a potential nominee to the Chairman and concealed his involvement from the Nominating Committee.</p>
<p>A number of other issues came to play, including the violation of confidence of deliberations in the Nominating Committee. Because the nominating process had become so hopelessly compromised, and at the recommendation of the Nominating Committee chair, the Chairman of the Board dissolved the committee and appointed a new committee. The new Nominating Committee went to work and developed the slate of candidates that the Nominating Committee approved unanimously, the Board of Trustees approved overwhelmingly, and the general membership voted on. </p>
<p>Turmoil</p>
<p>As you may recall, an ugly internet/email row ensued over the 2006 election, and those issues continued to be twisted and stoked. Before our May 2007 Board of Trustees meeting, the previously mentioned member of the board indicated that some Alumni were preparing a lawsuit against the Board of Trustees for allegedly violating our by-laws and Maryland law. After our meeting, we received an email heads-up from this member that he had heard something was coming. A few days later each member of the Board received a certified letter demanding that the Chairman, Vice Chairman, and Past Chairman be removed from the Board of Trustees and that a special election be held. They demanded that the Board respond by June 15th or they would go live with a website designed to embarrass the Association and threatened legal action. The two alums who sent the letters were classmates and company-mates of the member of the Board who seemed to be at the center of the 2006 election controversy and w
ho expressed advanced knowledge of their impending actions.</p>
<p>Actions</p>
<p>The Board Secretary replied to the two alumni in a letter May 31, 2008, and said that the Board was taking a serious look at the issues raised and was having a thorough legal analysis done. He indicated that the Board would meet by conference call on June 28th and would reply with the Board's concurrence.</p>
<p>An exhaustive legal review of the allegations conducted by three attorneys, all Naval Academy graduates with extensive experience in corporate governance issues and Maryland law concluded that:</p>
<p>"For the reasons stated herein, in our opinion, the position taken in the Allegation Letter that the trustees breached their duty of care to the Association is without merit, in that such an allegation is based upon an incomplete and misleading statement of the facts and displays a fundamental misunderstanding of Maryland law.." A link to the full analysis is below.</p>
<p>The Board received the legal analysis on June 22 so each member of the board of trustees had more than a week to read, digest, and discuss with one another in advance of our June 28th conference call. We discussed the issues and legal analysis in a telephone conference call with the officers of the association for nearly an hour and a half. The attorneys and the Association Staff had done exhaustive research into the Governance Working Group's report and recommendations, past Board of Trustees meetings, votes on governance issues by the Board, and more. In short, the Board acted properly and with due care to the Association.</p>
<p>Our Board voted 24-2 to accept the legal report and analysis and support the response issues by the Chairman to the authors of the allegation letter. The Chairman then sent a formal response to the two alumni in question thanking them for raising the issues and providing them the exhaustive research and response.</p>
<p>Civility</p>
<p>Throughout this ordeal, from the tainted nominating process to animosity and horrible, slanderous emails it instigated, to the release of governance committee working papers, to the threat to embarrass the institution and file a frivolous lawsuit, I have been saddened by the incivility of a few, the 5%. There is always room for disagreement and vigorous debate. We are a better organization for it. But the scorched earth approach is beneath the dignity of Naval Academy alumni, especially the self-proclaimed "old-schoolers" who should have learned about John Paul Jones's adage about "punctilious courtesy and the nicest sense of personal honor." </p>
<p>Bright Side</p>
<p>There has been a bright side to this issue. The process that was used to respond to the allegation letter had the Alumni Association conduct a thorough and exhaustive review of its records. In short, records of meetings, deliberations, votes, etc., were readily available. The process was transparent and demonstrated the care and good stewardship of our Association by the Board of Trustees (present and past) as well as the professional staff. I think that we can be justifiably pleased with the way our Association is being run. </p>
<p>The Association has posted the Chairman's response with links to the original allegation letter, the full legal opinion, and the reply on the Alumni Association website at: <a href="http://www.usna.com/NetCommunity/Page.aspx?&pid=2764&srcid=425%5B/url%5D">http://www.usna.com/NetCommunity/Page.aspx?&pid=2764&srcid=425</a> </p>
<p>I hope you will take the time to read the full report and attached documents. I believe it will put some of the murky accusations in graphic relief and make the whole issue clear.</p>
<p>Another old adage is that if a falsehood is repeated often enough, people will begin to think it is the truth. A falsehood that seems to be perpetuated is that Alumni have no voice in the governance of the Alumni Association and that the Board of Trustees is an "old boys club" of admirals and Annapolitans. I would like you to take a look at the list of trustees <a href="http://www.usna.com/NetCommunity/Page.aspx?&pid=462&srcid=425%5B/url%5D">http://www.usna.com/NetCommunity/Page.aspx?&pid=462&srcid=425</a>. The names and ranks of the trustees are there. In addition, the regional and chapter trustees will give you an idea of the geographic breadth of the Board. The Class Trustees are varied in rank and geography as well.</p>
<p>You have a voice in the governance of your association through the trustees you have elected or appointed. Work with them. Tell them what you think. If you like what is happening, let them know. If you do not, let them know that too. But don't just yell that you don't like something . propose a solution or an idea. "Not that!" is not a solution. Use your talent, ideas, and voices to help us make our Alumni Association even better than you hope it to be.</p>
<p>Sincerely,</p>
<p>Mike Collins '84
Mid-Atlantic Trustee</p>