Settlement Details

Updated 3/30/16:  Links to Settlement Vote Materials

 

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.

Just a few of the 55 Baylor students who received BAA Legacy Scholarships for the 2015-16 school year

Just a few of the 55 Baylor students who received BAA Legacy Scholarships for the 2015-16 school year

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.

Baylor Line settlementUnder 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.

Sincerely,

Tom Nesbitt ‘94

President

 

Here is some additional information about the settlement.

Here’s a link to Tom’s entire letter to members.

Here’s a link to the BAA-Baylor joint press release

Here’s a link to the signed settlement agreement

Printable Comparison of Settlement to Transition Agreement (Link)

 

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.”[1]
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.

[1] 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:

 

 

 

Baylor Line FoundationSettlement Details

Comments 14

  1. Larry E Collins

    I couldn’t be more pleased. Frankly, I’m utterly surprised at some of the terms of this agreement. As a Life Member of the BAA I’m delighted that the institution will live on. Let’s be realistic: most new Alumni are not joining the BAA, so it’s absurd to call ourselves the BAA any longer. I think “The Baylor Line Foundation” has a far better chance of living on. [Hopefully the agreement includes the right of the new Baylor Line Foundation to access the mailing list of all Baylor Alumni.]
    I hope this time BAA members will approve this new agreement. It makes the BAA/BLF viable.
    LET’S GO FOR IT and GET ON WITH IT! This feels like a win. Vote “YES”!

  2. JIM MAVITY

    A settlement means that neither side is TOTALLY satisfied, nor TOTALLY dissatisfied. As a Baylor proud grad (BS 1960; MS 1961) I hope we have agreed to “bury the hatchet” and proceed with DIGNITY.

  3. Stacy Cole '54

    If Buddy Jones was not an actual person, the BAA would have to invent him in order to put the appropriate face on the cabal among the regents and in the administrations who perpetuated the nonsense that, presumably, is now at a close with the negotiated agreement. Enough of the genial smiles and honeyed phrases of Ken Starr in the background, this is the raw, unadorned symbol of power as exercised by a small group of regents, aided and abetted by various administrations over the years, embodied in the egomaniacal ravings of Mr. Jones, cackling like the intellectual and spiritual miser that he is. A less inclusive, less gracious person would be difficult to conjure up, so he has once again done us a favor by speaking his mind, warped and shriveled from years of lies and distortions though it is. Now if only Ms. Davis could be sotto voce in the background, while Starr “tut-tut, now, now, Buddy” joins in the chorus, the trio would be a smash hit for the haters and even for the regents who, though disapproving, lacked the courage to stand up to the bullies in their midst.

    I think that the agreement was about as good as the Alumni Association was likely to obtain from this regent-engineered debacle, and those who carried the burden of putting up with the atrocious behavior of the folks representing the “Best Interests of Baylor” as they would have it, deserve our vote of thanks, if not our fulsome praise. Someone had to do it, and they did it well. For that we are grateful. I wonder, however, if something like this could not have been negotiated in good faith a decade or more ago, rather than having a few individuals attempt to burn a path through the heart of a community of Baylor people stretching back two generations, a path which literally resulted in the destruction of the campus home of that community under entirely false premises.

    For Buddy Jones and his merry band of mischief makers, I suppose that they can indeed celebrate if they have it in their mind to do so, for they have lied about so many things that a little lie about how they won the day and carried off the prize in this sad and unnecessary affair can be forgiven.

    We have had, after all, so much to forgive just to arrive at this settlement that one more little smudge on the public record, as represented by his reprehensible comments will scarcely tip the scale much more than has already been done.

    Lest I appear to be ungracious in these comments, let me say that I long ago learned that those things we cannot forgive, we need to forget, and if we can do neither, then we need to overlook them and move on. The inability to do this becomes a cancer that eats away at the gracious spirit and the generous heart. In my view, most members of the BAA have been prepared to do this for quite some time, but the intent, in their own words, of those determined to extinguish the BAA and what it represents, has never been to either forget or to forgive.

    Those who celebrate this as a victory of sorts, and it is not, are clearly not prepared to forget or to forgive those who stood up to their sense of power and the entitlement that is represented by that. For many of us the scars from being considered either fools or disloyal where Baylor is concerned will be carried to our grave, but we are ready to move beyond the bruising and sometimes bitter contention which we did not seek but from which we could not escape if we were to do our duty to that which we learned at Baylor was well worth fighting for, which called for us to stand up and represent in whatever way we could, at whatever cost. That we could be wrong in some aspects of the struggle we freely admitted, but in the basic principle, never – it was one of the most highly valued of our Baylor legacy and tradition.

    For those who were in opposition, our desire to negotiate and our admission that no one monopolized virtue in this confrontation was seen as weakness and merely opened us up to further attack. Even in the aftermath of settling the dispute on reasonably amicable terms, the chief architect of the entire debacle crows like a morning rooster and celebrates his personal victory. It is a sign of the times, when a coarseness has replaced gentility, if such ever existed, and Mr. Jones is right at home in it. He is welcome to his world. It is a narrow, embittered, and unhappy one today because one of the few things which gives him pleasure, the destruction of his enemies real or imagined, has now been taken from him. And that is a good thing.

  4. Tommy Brashier, '71

    Amen, Stacy.

    Good luck to Baylor and the erstwhile BAA as we all move forward.

  5. James Eugene Clack

    As a lifetime BAA member, I too have experienced the anger and frustration that most of our members have felt at the arrogant and contemptuous manner that a few of those in places of authority have exhibited toward our Association. I am in absolute agreement with all the comments of Larry Collins. Please add my name to those who are appreciative and grateful for the hard legal work and moral courage shown by our Association’s leadership in reaching the mediated settlement.
    I would remind anyone of you who read this comment to consider once again the admonition of Jesus as set forth in Luke 6:28. If we, as believers and followers of Christ would actually do what Christ said, we will truly have His peace and this matter will be finally resolved.

  6. Jane W. Williamson

    Will the BAA (or whatever its name becomes) have access to the names and addresses of all Baylor alumni? This question was raised in the comments of Larry E. Collins. It seems to me the Baylor administration’s denial of access to a mailing list was a major contributor to the decline of the BAA.

  7. Rex Carey

    Not sure if Naboth’s vinyard or Esau selling his birthright for a $ 2 M bowl of porridge best descibes the “settlement”, both seem to fit the situation. The BAA nembership must be allowed to vote to approve, or not approve, such substantive changes as contained in the settlement. Without the alumni assn function the rest of the activities will either not continue very long or be very effective. And, three regents subject to veto?

  8. Don Kennedy

    I speak only for myself , a long time member of BAA. Obviously there are many angry members who cannot or will not recognize the need to bring this issue to a close. For the last several years I have seen our University involved in a dispute that has done nothing but hurt everyone it touched.

    It is time to put this issue behind us and move forward. Hurt feelings and holding grudges on either side is silly and unproductive.

    Let’s get on with supporting Baylor and approve this settlement.

  9. Priscilla Fisher

    I commend those of you who had the tenacity to stick with this issue until some measure of a reasonable settlement was reached. The original “settlement” was a total travesty of justice, and just not acceptable for those who grew up in the VietNam protesting, hippie “make love not war” generation!!

  10. Rex Carey

    Help BU become once again that shining beacon on the hill providing a light of accountability, morality and integrity for ages to come. Who does this sound like? First however must come accountability or the bullying , bulldozing and buy off will most likely continue when anyone or any organization gets in their way. So, help BU become a university we are proud off, one which follows the Golden Rule, rather than Prince Machiavelli, and vote NO on the settlement. Those “ages to come” will be glad you did.

  11. Max Bennett

    I will be voting against the settlement agreement.

    If ever there was a case that should actually be tried before a jury this is it.

    The very existence of the Baylor Alumni Association and its place on campus are principles that should not compromised.

    Max Bennett
    ’60’, LLB 62

  12. Bette McCall Miller '67

    Gracie Hilton and I believe it’s time to be optimistic about the future of the BAA under the new settlement agreement worked out between the BAA and the university administration. We applaud the work of Tom Nesbitt as BAA president, Peter Osborne as the BAA’s Chief Marketing and Communications Officer, and many others in this long, drawn-out battle and believe our leaders got the best deal from the university that was legally possible.

    In the BAA’s ideal scenario, Baylor would’ve agreed to restore all the BAA’s programs and functions, rebuild the HDAC, & work amicably & cooperatively with the BAA “in perpetuity.” We all knew that wasn’t going to happen. The present administration prefers to manage all constituent relations involving fundraising opportunities ”in house.”

    But this settlement agreement preserves the existence and the independence of the BAA. The BAA will change its name to the Baylor Line Foundation, but it will operate autonomously, be able to engage with and connect alumni, and will retain its endowment and other assets. Fortunately for the BAA, and ultimately for the greater good of Baylor University, the settlement agreement ensures that the administration will not be in a position to prohibit the BAA from performing its most critical function: the publication of The Baylor Line free from any editorial control by Baylor administrators. Recipients of the Line can continue to expect accurate, unvarnished reporting of stories concerning the university.

    Since Baylor administrators will have no control over what is printed in the Line, Baylor will not be required by this settlement agreement to provide the BAA with a mailing list of graduates. However, prior agreements did not require Baylor to share mailing lists either, yet generations of Baylor leaders did share mailing lists with the BAA because they knew it was in Baylor’s best interest for its graduates to receive the Baylor Line. Nothing prohibits Baylor leaders from sharing mailing lists voluntarily as was done under past generations of Baylor leaders. I hope you will join us in encouraging them to do so. And fortunately, the organization is continuing to build its mailing lists through social media, which make it much easier now to reach potential subscribers, and the Line will continue to have an online presence that will appeal to young graduates. Peter Osborne tells us that hundreds of members have updated their contact information in recent months.

    Additionally, the BAA was able to add three voting regents chosen by alumni to Baylor’s governing board, an important change in what had been a strictly self- perpetuating board. The Baylor administration is even providing the BAA with $2 million to help support it in its new role.

    Yes, we lose the right to call ourselves the alumni association, but the BAA board has chosen a name – the Baylor Line Foundation — that will continue to identify us as the independent voice of alumni. We will continue to be a lean organization with the ability to focus our resources on providing legacy scholarships, engaging and connecting alumni in fewer, but more meaningful events, and producing a magazine with no agenda other than to inform, engage, and entertain Baylor alumni. And shortly after the vote on April 30, Peter will be using his e-mail list to distribute a member survey that will give you the opportunity to provide your input on the future direction of the organization.

    We urge you to ensure that your BAA membership is up to date and to cast your vote in favor of the amendments to the Articles of Incorporation and Constitution and Bylaws of the BAA that will finalize the settlement between the BAA and the university. You should have received a letter with your voting code and information about how to vote either online or in person. It takes approximately 20 seconds to vote. Please vote Yes!

    Gracie & Bette

  13. Lori Watts Hirons '84

    I am both relieved and saddened by this agreement. As someone who was involved in this when it really started turning ugly; I guess I shouldn’t be surprised by the lengths the University, the Regents and ultimately the last three Presidents went to, to squash the Alumni Association. An Association, I might add that did nothing but try to support the University. Frankly, although I will support this, I continue to find the contempt that is thrown at the Association disconcerting and conceivably the most un-Christlike behavior I’ve ever witnessed. I, no longer, think of Baylor as my home, which is perhaps the saddest statement of all. I hope the people that perpetrated this fiasco (and yes Buddy Jones tops the list, but it is a long list) are finally satisfied. It wasn’t enough to just bulldoze the Alumni building. No, they have to rip whatever from it that they can. I, for one, won’t be flinging my green and gold so much any more.

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