The transition problem -- how poorly crafted language in the proposed amendments cuts out all directors representing chapters until July 1, 2020

The final drafters of the proposed amendments included a serious mistake: though the plan was to cut the alumni association chapters down to having 3 representatives on the alumni board of directors (ABD), in fact their amendments eliminate ALL chapter representation on the ABD for the first 18 months after the referendum is done (if their proposal passes). This is “the transition problem.”



Close Reading of the Documents

Specifically, one of the last minute changes that was made in the proposed amendments that had been under discussion since the fall, on the eve of the ABD meeting in June 2018, was to create an odd mechanism for identifying the three representatives to which the chapters are to be limited under the proposed amendments.  Instead of simply being selected by the proposed new body called the Chapter Steering Organization (“CSO”), its selectees were made subject to the same nominating and election process as the at-large members as well as the executive committee members and the alumni trustee. (Articles IV(1)(c), VI(3), and VII(5) et seq.). Under this language, instead of being able to begin serving immediately, the CSO nominees will have to be submitted to the nominating committee which will be required to name them as the nominees for Chapter Director positions "on or before November 15." Then they will have to be identified in an official Reed publication as soon as possible after November 15; then there is a waiting period while there is an opportunity for other nominations, allowing any alum, even one who does not live in a chapter area, to run for one of the chapter representation positions. Then there is provision for the CSO to accept or reject the nominees who are elected. THEN the term of office for those representatives begins on July 1 following the election.

Let's assume that the proposed amendments are adopted in a referendum that will be completed in early February.  By virtue of the change, all chapter representatives will be off the board.  And yet the deadline for identifying Chapter Directors and publishing their names to the alumni membership, for terms to begin the following July 1, will be long past.   Chapter Directors will have to be identified for publication to the membership on the following November 15 (2019), and then subjected to the election process preparatory to taking office on the following July 1, 2020. So, for a year and a half after the passage of the amendments, these provisions mean that the chapters will have NO representation on the board.

The Alumni Board Leadership Tried but Failed to Explain This Problem Away

These were shared in a comment thread in the Reed (u) Facebook group here (only the 4400 members of that Facebook group can view these).  Then you can see in the comment thread a long back and forth between Paul Levy ‘72, a public interest litigator who is one of the opponents of the changes, and Darlene Pasieczny '01,  a securities law litigator who favors the changes and has been the leaders’ technical point person.  Initially, she denies that the language of the amendments had this meaning., but pleads that she is in a hurry and will respond in detail later; then she bravely says that the language does not do this but won’t explain why; then finally she asks Levy to agree with her assumption that the Alumni Board could just ignore the language of the amendments to add chapter representatives to take care of this problem.  See also this post  (again, accessible only to those who belong to the Reed (u) Facebook group).

But that cannot be right. The reason you adopt a constitution is to LIMIT the power of the ABD to monkey with selection of leaders. The way to deal with the problem that the leadership created is to vote the amendments down, sending them back to the drawing board if they still insist that having too many chapter representatives on the ABD is a problem that needs fixing.

How This Mistake Was Made
 
This post explains how this last minute error came to be made – alumni leaders put forward last-minute changes in the language of their proposal, and were in such a hurry to ram this vote through (they knew they had enough votes on the Board) that they did not leave enough time to study their final proposed language, and  refused to allow enough discussion, before it was put to a vote.