AOG Reunification Committee
From USAFA Folklore
The AOG Reunification Committee (ARC) was a Colorado nonprofit corporation formed in the Fall of 2004. Its directors and officers were all graduates and members of the AOG. ARC was disbanded shortly after a majority elected AOG board was seated. ARC was formed for a limited purpose, to restore and to sustain the members' voice in the AOG.
ARC was not a formal membership organization, per se, with dues, voting members, or subcommittees.
The complete list of ARC directors and officers includes:
- Jim Wheeler '64, President and Director
- Walter Fey '70, Vice President and Director
- George Van Wagenen, '67, Secretary and Director
- Will Honea, '64, Treasurer and Director
- Alexander Archibald Jr., '67, Director
- Jane E. Francis, '89, Director
- Jerry DeMaio, '92, Director
- Brice Jones, '61, Director
- Art Kerr, '61, Director
- Kelly Kitchens, '02, Director
- Ben Malisow, '93, Director
- James Sanchez, '90, Director
- Michael Syiek, '80, Director
The ARC Alumni or ARC Emeritus Directors include:
- Lou Michels, '77
- Hector Andres Negroni, '61
- Eric M. Thorsen, '67
- Raul Cisneros, '86
- Tom Eller, '61
- Thomas K. Slatter, '77
- Edwin D. Gunter, Jr., '67
- Holly Emrick Svetz, '80
In 1997, when the then AOG Board unilaterally removed from the AOG Bylaws the right of 25 members to nominate a fellow member to the Board, the rights of the members in the operation and direction of the AOG were diminished by a series of Boards intent on usurping power at the expense of the membership. Other changes to the Bylaws affecting members included, in part, removal of what constituted a quorum for membership votes and the dilution of member voting power by granting associate members the right to vote.
As rights disappeared so did accountability of the AOG Board to the members. One would think members could at least vote the AOG Board members most responsible for those policies out of office. But, in fact, members could not, because the Board unilaterally changed the Bylaws and reappointed those Directors to another four year term on the Board. The Board can and did play fast and loose with the membership.
Alarmed by the Board's performance and what he perceived to be broad member concern as well, Tom Eller '61 appeared before the Board in early 2004 to make a case for increasing the members' voice in the affairs of the AOG. As a result of his and others efforts, in August 2004 the AOG met with a select group of members to consider certain changes to AOG governance.
A collection of incoming and outgoing messages from my files. The links go to actual documents.
1. In 1997, the AOG Board changed the way things were done. From that point forward, there was only one candidate per vacancy on the Board. We had a self-perpetuating system for selecting Directors. The Board members in office called it “shaping,” saying that they needed to ensure the Board consisted of members with particular skills and talents to run the AOG and its fundraising activities.
The ultimate changes made were disappointing to those seeking a greater voice for the membership. The primary change was the formation of a Board-controlled nominating committee to seek out candidates for May 2004 Board of Director elections. Not surprisingly, this Board-controlled committee rejected the applications of those outwardly opposed to the Board's stewardship. Among those rejected was a former executive director of our Association.
Believing that the AOG Board had no serious intent of granting the members a greater voice, eight graduate members decided it was time to take the question of who should control the AOG to the membership.
In mid-October 2004, the group sent a letter to the AOG requesting, pursuant to Colorado law, a copy of the membership mail and e-mail address list. In response, the AOG Board rejected the request for the e-mail list and, prior to providing a copy of the mail list, sent an e-mail to all members denouncing the group and its goal. Undeterred, the group and other graduates later that month formed the AOG Reunification Committee (ARC). ARC was to serve as the foundation for a campaign to reunify the AOG with its members.
2.
Colorado law allows for 10% of the members of a nonprofit association to propose changes to the nonprofit's articles and bylaws with such changes to be voted on by the members. Taking advantage of that provision, in early January 2005 ARC sent a letter to each graduate member requesting support for a Petition to amend the AOG Articles and Bylaws to restore control of the AOG to the membership. The Petition also allowed members to demonstrate support, instead, for the Board.
In short, the Petition was designed to enhance Board accountability by requiring that all amendments to the AOG governing documents be ratified by the membership. Further, the Petition enhanced member representation by protecting a member's right to meaningfully, and with minimal barriers, participate in AOG governance. With these changes, ARC believed, the Board would no longer be able to insulate itself from the judgment and will of the membership.
Anticipating a great response from the membership on the Petition, in January 2005 ARC formed the Centurions, a subcommittee comprised of ARC and not ARC members, to formulate a plan to engage the membership in a thorough rewrite of the AOG Bylaws.
The response to that effort was overwhelming as almost 5,000 Petitions, 98% of them supporting the amendments, were returned within 45 days. The scope and immediacy of the response validated ARC's perception of widespread member dissatisfaction with the Board's stewardship. The Petitions were delivered to the AOG in early February.
After conferring with outside counsel, on February 6, 2005 the Board agreed that there would be a referendum on the Petition amendments. In early March 2005, the AOG Board announced that the Petition amendments referendum would be held in conjunction with the Board of Directors election beginning May 2nd and ending (all ballots due by) June 17, 2005.
In mid-March 2005, ARC renewed its request for a copy of the members' e-mail address list so that all members could be provided with information needed to make an informed decision concerning the Petition referendum and the Board of Directors election. The AOG Board denied ARC the list.
Seeking a recommended draft of revisions to governance documents, the AOG Board created a Blue Ribbon Council (BRC) to study AOG governance issues. The BRC consisted of members of the sitting Board, ARC members, and independent members. In June 2005, the BRC produced a report and specific proposed revisions to the bylaws.
3. In March of 2005, The Gazette published an article about alterations made to the AOG's posted IRS Form 990. http://www.usafatoday.com/?story=189
http://www.usafatoday.com/discussion/viewtopic.php?t=1507
http://www.usafatoday.com/discussion/viewtopic.php?t=829
4. Ted Legasey responds to Gazette article on AOG salaries
5. The AOG went to court, seeking a declaratory judgment regarding its obligation to provide AOG members a copy of membership lists. In doing so, the AOG named as defendants the ARC and individual AOG members. George van Wegenen was one that stood before the judge. He can remember when the AOG’s process server was standing in his office. On April 14, 2005, the court decided that the AOG was indeed obligated by Colorado law to give AOG members access to AOG records.
6. After the election, some of the former Board and its supporters promoted the idea of a Foundation, separate from the AOG, that would handle all USAFA fundraising. Opponents to the separate Foundation as initially presented were concerned that the Foundation would take over control of the AOG's financial assets, essentially having complete "control," although some actions would require a "supermajority" vote. As briefed, the things that would require a super majority to change are the foundation's bylaws and replacing a director. Opponents thought the Foundation would essentially reinstate the "shaped" board that the AOG had prior to 2005 except that it would be the Foundation Board that is shaped and the Foundation (with it's shaped board) would essentially control the entire organization.
