Updated 3/30/16: Links to Settlement Vote Materials
- Summary of Amendments to Governing Documents
- Resolution for Settlement Vote with Exhibits A and B (includes redlines of governing documents)
Dear Baylor Alumni Association Members:
I am pleased to report that on March 7, 2016, the Baylor Alumni Association (BAA) reached an agreement with Baylor University resolving our legal differences and putting an end to nearly two years of litigation.
The BAA Board of Directors believes this settlement agreement represents the best possible outcome for our members and the entire Baylor family, and we hope you will support our effort to bring this litigation to an honorable conclusion.
Unlike the Transition Agreement rejected by BAA members in 2013 (see the chart and link below), this settlement agreement does not abolish the BAA or require the organization to turn its assets over to the University. Rather, the BAA will live on and continue to exist as an independent 501(c)(3) not-for-profit entity. The BAA will continue to connect, engage and inform Baylor alumni, award scholarships to deserving children and grandchildren of Baylor graduates and, most importantly, continue to add transparency to the Baylor family dialogue by publishing the Baylor Line magazine with editorial and operational independence bolstered by an agreement more solid than the current license agreement.
Under the settlement agreement, the BAA will change its name to one of several options – probably The Baylor Line Foundation — and will not hold itself out as an “alumni association.” But this agreement also ensures that the thousands of proud alumni who have purchased Life Memberships over the years will continue to receive the benefits that come from that long-term commitment, including their lifetime subscription to the Baylor Line.
The settlement agreement will also usher in a new era of governance at Baylor University. Under the agreement, all Baylor alumni will now have the right to vote in elections to name three members of the Board of Regents to full voting seats. Never before in Baylor’s history have the alumni had the right to directly elect members to the Board of Regents. These new Alumni-Elected Regents will have the same rights and duties as all other voting regents, and will bring fresh, new ideas and opinions to the Board – something we believe is critical to a healthy and successful Baylor going forward.
The first three Alumni-Elected Regents will be selected by consensus of the BAA Board and the Baylor Board of Regents to serve staggered terms of one, two and three years. As each term expires, all Baylor alumni will vote to elect the Regent who will serve a three-year term. Each Alumni-Elected Regent will be eligible, like other Regents, to serve three consecutive terms. The settlement agreement provides that this alumni-election process will remain in place for at least 20 years. Alumni-Elected Regents can be removed only for cause and will have a right to submit unfair removal to an arbitration panel. This ensures that the Alumni-Elected Regents do not serve at the pleasure of the other Regents, but remain accountable to the Baylor alumni who elect them.
Finally, the University will pay the BAA $2 million to use in any way that furthers the organization’s charitable purposes, including awarding scholarships, publishing the Baylor Line, securing a new location for our headquarters, and communicating with alumni. In exchange, the BAA will waive its rights to a replacement for the Hughes-Dillard Alumni Center, which was razed by Baylor in the summer of 2013.
As a next step, the BAA plans to submit a name change and other changes to align the BAA bylaws with this new era of cooperation with Baylor to a vote of our members. More information about voting, including electronic voting, will be coming to you shortly.
If for some reason the parties cannot agree on the initial three Regent selections, the settlement will be void. Also, if BAA members reject the BAA’s new name, Baylor will have the right to render the entire settlement agreement null and void.
The BAA is proud of its long and storied 157-year association with Baylor University. With this lawsuit behind us, we look forward to ushering in an exciting new chapter for our members and for Baylor, an institution we all hold dear. We are eager to move forward together – united as one Baylor family.
Tom Nesbitt ‘94
Here is some additional information about the settlement.
|The 2013 Transition Agreement||2016 Settlement Agreement|
|The BAA would have completely dissolved and its bank accounts, property, activities and name would have been turned over to Baylor. Simply put, the BAA would have gone out of existence forever.||The BAA will live on. The BAA will continue to exist as a fully independent 501(c)(3) not-for-profit corporation, but it will change its name to the “Baylor Line Foundation.”|
|The BAA would have been dissolved and ceased to operate.
|The BAA, under its new name, will connect and engage and inform Baylor alumni and award scholarships to deserving children and grandchildren of alumni. It will retain full operational control of its own affairs, but it will not hold itself out as an “alumni association.”|
|The BAA would not have published the Baylor Line magazine. The Baylor Line magazine would have been turned over to something called the “Baylor Line Corporation,” which was a non-existent legal entity which had no governing board, no by-laws, and no plan indicating how it would be structured or who would have had editorial control over it. The Transition Agreement would have permitted Baylor to control editorial content of the Baylor Line. Even if a new “Baylor Line Corporation” had been created, it likely would have been created and controlled by the very people who tried to dissolve the Baylor Alumni Association.||The BAA, as newly named, will continue to publish the Baylor Line magazine with even greater editorial control and operational independence than before and an agreement more solid than the current license agreement.|
|The Transition Agreement provided no consideration for the demolition of the Hughes-Dillard Alumni Center.||Baylor will pay the BAA $2 million, which funds the BAA may use in any way that furthers its charitable purposes, including awarding scholarships, publishing the Baylor Line, communicating with alumni, or new space for a headquarters.|
|Provided for the selection by Baylor officials of one non-voting “Alumni Regent.”||Provides for the election by Baylor alumni of three full voting Alumni-Elected Regents.|
|Number of Regents: 1||Number of Regents: 3|
|Regent would have been non-voting.
|All three Alumni-Elected Regents will be full voting members with rights and duties of all other voting regents.|
|The Alumni Regent would have been selected by the Board of Regents and an alumni advisory committee controlled by Baylor VP for Alumni Relations – currently Tommye Lou Davis.||The first three Alumni-Elected Regents will be selected by consensus of BAA and BOR to serve staggered terms and, at the end of those terms, to be reelected or replaced through open voting by all Baylor alumni.|
|The non-voting alumni regent would have served a single one-year term.
|After the staggered first terms of one, two, and three years, the three Alumni-Elected Regents will serve three-year terms and be eligible like other Regents to serve three consecutive terms.|
|The non-voting alumni regent would have been subject to unfettered veto and removal by the Regents.||The Alumni-Elected Regents can be removed only for cause with a right to submit unfair removal to an arbitration panel. This ensures that the Alumni-Elected Regents do not serve at the pleasure of the Regents.|
 The BAA Board of Directors, with input from members, will change the organization’s name. The Settlement Agreement permits the BAA to change its name to Baylor Line Foundation, Baylor Line Society, Independent Alumni of Baylor, or another name that does not raise trademark concerns.
Links to Media Coverage of the Settlement Agreement:
- Waco Trib: Baylor-BAA settle longstanding dispute
- Baptist Standard: Baylor University and Baylor Alumni Association settle legal dispute
- Chronicle of Higher Education: After long fight, Baylor and Alumni Association Settle Their Differences
- Baptist News Global: Baylor and its alumni association settle dispute