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									                        St. John’s College Alumni Association
                              Board of Directors Meeting
                                 January 30 – 31, 2010
                                   Meeting Minutes
                                             Saturday, January 30

Attendees: Ard, Collaros, Cowles, Hoffman (phone), Kutler (phone) Kenney, Latham, Lightburn, Martin, Martinez-
Allison, Mattson, McLaughlin, Mendelson (phone), Pex, Poovadan, Schneider, Sollars, Sterling, Thomas, Travis, Walsh

Staff & Guests: Goyette, Nelson, Osterholt, Peters, Wingo, Weiss, Van Doren

Call to Order and Introductions (1:00p) (Thomas)

ALF: (Sollars) The plan is for annual gatherings of the volunteer “tier” of the Association. The first is planned for June
11-13 at Annapolis, next year at Santa Fe. The target is for 50 or so attendees to include: alumni class leaders,
“Alumni Giving Council” (Philanthropia renamed), board members, young alums, etc.
      Motion: (Martin) to approve current plans for the first ALF in concept. (2nd Lightburn)
      Vote: All in favor

Tin Man Structure: (Thomas) Today’s votes are necessary so bylaw changes, if necessary, can be made prior to the
annual meeting. In the absence of consensus, matters will be decided by a roll-call vote inclusive of telephone
      1. President Elect Structure: The Tin Man (“TM”) draft before the board was drafted with the question of
          President-Elect (“PE”) structure as a question. Discussion included the following issues: terms of service,
          ability to promote more participation and competitive elections; succession issues; entrenchment; petition
          process (note changes to petition process will need to be taken up with any bylaw drafting); pool for
          nominations; impeachment.
                a. Motion (Collaros/Schneider) “an up or down vote on the TM structure, proposing a PE position,
                      with PE automatically becoming the President at the end of the President’s term; with 2-year terms
                      for the leadership; a one-term limit; with the impeachment provisions available.” (2nd Martin).
                b. VOTE: 16 yea and 4 nay
      2. Title of President Elect:
                a. Motion (Pex) to change the title of PE to Vice President. (2nd Martin)
                b. Motion Withdrawn
      3. Petition discussion – Clarification concerning the voting in item 1 above; many who voted thought that the
          petition as applied to Presidency was clearly taken off the table and NOT to be considered later, except as
          applied to other offices. Minutes did not reflect the President’s belief as to the nature of the motion.
          Clarification that the TM structure includes impeachment.
                a. Motion: (Schneider) to clarify decisions re “petition” and the previous decision concerning the PE:
                      No election what so ever would occur between holding the PE role and ascending to the
                      Presidency. No petition applies to this ascension. See, TM, page 3, bullet 2 and 3 which states
                      “without election.” (2nd Collaros)
                b. Vote: 15 yea; 5 nay
      4. Title of President Elect – Consensus as a result of #3.
      5. At Large Directors – the TM calls for 10, resulting in a board of 16 members. Discussion of optimal board
          size; concerns about eliminating chapter presidents from the board, shift to policy making role and delegation
          of actions to ALF working groups; natural constituencies; BVG Alumni Committee perspectives; current
          structure limitations.
                a. Motion: (Martin) to increase the number of board members “up to 12”; failed, no 2nd.
                b. Motion: (Schneider) to have “12 directors, without hardwired association/constituency assigned to
                      the directors” (2d Martin)

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              c. Vote: 19 yea;1 nay
    6.   Dues & Nominating Petitions: “Good Standing” membership is currently required for signatories of a petition.
         If dues are set to “$0” the effect is every alum is in good standing and able to sign a petition. Discussion
         concerning: elimination of barriers to alumni participation; best practices; supply of funding to the Association
         going forward; Presidents’ input; concerns that dues mailers contribute to view “College is always asking for
         money”; leaving the structure in place; encourage gift to Annual Fund with notice of dues reduction; role that
         Treasurer will have; discussion of “petition procedures” and/or qualifications for “good standing”; and form of
         signatures required for a petition.
              a. Motion: (Ard) set the dues to $0 until board decides otherwise; (2d Schneider)
              b. Vote: ALL in favor, with one proxy against and one proxy for

Presidents and Vice-Presidents exeunt 3:58pm

              c.   Motion: (Ard) direct drafting committee to amend the bylaws: reducing the required number of
                   signatures required for petition/nomination from 50 to 25 – (2nd Schneider)
              d. Vote: All in favor – with a class of “things” to be spelled out in the redraft for final approval
    7. Terms of office for Secretary, Treasure and At Large positions: (Thomas) TM proposes limitation to 2
         consecutive terms in the specific position – not more than 4 consecutive years,
              a. Motion: (Travis) to approve TM proposal – (2nd Ard)
              b. Vote: All in favor
    8. Sabbatical periods – (Thomas) Discussion of whether presidents should be ineligible for presidency again,
         period of abstention; and concerns with insularity due to consecutive terms in different positions.
              a. Motion: (Ard) require one year off before continued board service – further, no person who has
                   been elected, and served as President is eligible to serve in that position again.
              b. Vote: All in favor
              c. Motion: (other positions) (Martin) anyone who has served on the board, through the limit of the
                   terms for that position, must take a one-year sabbatical before standing for election to the same
                   position. (2nd Ard)
              d. Vote: All in favor
Adjourned at 4:30p
                                             Sunday, January 31
Call to order: 9:12 am
          Attendees: Ard, Collaros, Cowles, Hoffman (phone), Kenney, Kutler (phone), Latham, Martin, Martinez-
          Allison, Mattson, McLaughlin, Mendelson (phone), Lightburn, Pex, Poovadan, Schneider, Sollars, Sterling,
          Thomas, Travis;
          Staff & Guests: Wingo

Continuation of the Tin Man Proposal from Saturday’s Session:
    9. Executive Committee: see pg 4 of the TM. Discussion including: integration of current terms of office with the
        new structure (transition plan); quorum; functions.
             a. Motion: (Martin) to change quorum requirement to 5, but with the proviso that 4 votes are required
                   to resolve any issue (2nd Ard)
             b. Vote: All in favor.
             c. Motion: (by many members) to approve the structure (2nd Schneider)
             d. Vote: All in favor
    10. Nominating Committee Structure, see pg. 4 and 5 of the TM: Discussion items included: role of the alumni
        director; Past President (“PP”) distinction from the Immediate Past President (“IPP”); continuity concerns;
        inclusion of ALF member(s); inclusion of non-faculty member(s); PE discretion to pick members; whether
        structure “must be set”.
             a. Motion: (Schneider) to set the Nominating Committee (NC) as “5 members: PE is chair, the
                   committee will include the IPP, the alumni director and 2 other members to be appointed by the
                   PE” with a one year term, all of whom must be alums (except the alumni director)” – (2nd Pex)
             b. Amended Motion: NC members appointed by the PE cannot be at-large directors or officers.
             c. Vote: All in favor

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     11. Calendar vs. Fiscal Year for Association terms: Fiscal year of college begins July 1; Association begins on
         Jan 1. Discussion whether it is desirable for the Board to realign to match the College’s fiscal year. Point of
         order (Mendelson) that this matter was actually voted on in September, with an approval to switch.
         Implementation may require a bylaws change and will be made part of the April meeting.
               a. No motion or vote
     12. Action Item: Cowles and Ard to work with Thomas on incorporating all of the above into the bylaws changes
         for presentation at the April meeting

BVG Meeting Summary: (Thomas) BVG has changed its meeting schedule to 3 meetings a year, likely none in the
summer. Next meeting remains as scheduled as the last weekend in April. The College remains in sound fiscal shape
as a result of some estate gifts – however, admissions applications are significantly down and the high number of
withdrawals at Annapolis has a negative implication for the next 3 years. The College is changing its marketing, not
the admissions standards. The total tuition, room and board and other fees will be over $50k/year starting with the next
fall class. Student aid is up $2mm from last year. The January Freshman entering class is 31 (hoped for 20). This is
the first group that is a product of the college-wide recruiting effort. All were solicited to the SF campus, regardless of
the initial point of contact.

Approval of Prior Minutes:
     Pg. 3, correct “Kenney”.
     Motion to approve with Correction (Ard/Lightburn)
     Vote: All in favor

Treasurer’s Report: (Cowles) A written Treasurer’s report will be sent to all Board members at least a week prior to
each meeting of the Board. Review and discussion of that report. $56k balance in the bank at year end, 2009. Future
report will include the change to the fiscal year previously approved. Bank account is being moved to a different bank
with an anticipated savings of approximately $1k in account maintenance fees. New Bank is Ironstone Bank, located
in Santa Fe. Discussion of annual, $10k stipend from the College; no earmarks; College’s provision of an extra $10k
for support of the initial ALF event; Events and Chapters costs/expenses are a known factor – will need to develop
links with Development, Career Services and understand similar commitments.

Nominating Committee Report: (Martinez-Allison) 7 committee members, but only 3 present. Progress toward
consolidation of historical data in a program that is outside the College’s proprietary data so that the NC may access as
necessary. The honorary alumni potential pool is likely to grow; the Deans have asked the tutors whether or not they
will elect early retirement. Should know the impact to the pool soon.
       Motion and second: request Joanne Murray (who was elected to a term on the BVG to start in the summer of
            2010) to replace Cathy Randall, a current BVG member who had recently resigned.
       Vote: All in favor

Election of the Executive Committee: The following 3 members were proposed by the President: Patty Sollars, Vice
President; Liz Travis, Secretary; Jo Ann Mattson, Director of Alumni Relations. Each left. Discussion.
      Motion and second for each
      Vote: resulted in each being named to the EC.

Discussion of Meeting Schedule: (Thomas) April meeting necessary to ratify bylaws and transition rules for final
approval in the Annual Meeting. Discussion concerned number of meetings; electronic means of attendance;
concurrent meeting with ALF; and holding meetings concurrent with homecoming weekend, requiring some to forego
homecoming events to attend;
     Motion and second: cancel the meeting currently scheduled for July in Santa Fe and hold a meeting instead
          in Annapolis, concurrent with the ALF (June 11-13). This would result in the AA Board holding three
          meetings in 2010: April (4/24-25) in Annapolis, concurrent with the BVG; June (6/11-13) in Annapolis,
          concurrent with the ALF; September (9/25-26) in Annapolis, concurrent with Annapolis Homecoming 1

 Subsequent to the meeting the Executive Committee recommended to the Board that the September
meeting be held in Santa Fe. Such a change will require action by the Board and is expected to be
discussed at the April meeting.

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        Vote: All in favor.

New Business:
    1. Dr. David Dobreer passed away – Association to recognize his contributions. Alan Hoffman to prepare a
        resolution honoring him. EC will approve in its standing monthly meeting.
             a. Motion, seconded and approved by all

    2.   (Martin) Requests the Board create an institutional committee to move forward with being more proactive in
         spending funds on activities. Discussion included outreach to current students (senior dinners);
         homecomings; other events; limitations impacting the scheduling of homecomings; “events” should start to
         come out of the ALF working groups and the Board should have a role integrating those with its “standard”
         events; consider a more formal report of events to the Board.

    3.   “Alumni Hall” – Space on both campuses: (Wingo/Thomas) This is something that comes out of the Task
         Force report, a need to work with the community to create an “Alumni” space on each campus. Discussion
         included: SF Campus likely the first focus (Darkey Commons Room); high visibility and actually available for
         use; use by chapter as well as classes; architects working with new office planned in Annapolis. Consensus
         among College and Board that Santa Fe campus needs the attention in the near term.

Meeting Adjourned: 11:45am

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