From: Austin L. Dooley [mailto:dseawx@ix.netcom.com]
1. The donor/giving relationship developed between the AA, the
Foundation and the College for the last 14-to-15 years has worked
well. By agreement between the AA Board and the Foundation, the
Foundation/College President's Office had exclusive solicitation and
development rights to all corporate, foundation or high profile
individual donors. The essence of the agreement left major
development efforts and all its benefits and allocation authority
under the direct control of the Foundation in such a way that the
Alumni Association had no direct control, responsibility for or decision
making role in the raising or spending of the College Foundation’s
funds. The success of the Foundations efforts to raise money were
marked by such events as Admiral Miller obtaining the monies from the
Tode Foundation for the first computer simulators on campus, the
America Cup programs (which built the bulk of the Foundation's funds)
and numerous separate projects on campus which were funded by direct
solicitations from the College president to individual alumni.
As part of this arrangement, the Alumni Association agreed not to
solicit beyond its membership and to only solicit for limited purposes
which traditionally were its own operations, Cadet scholarships and
special requests put to it by the College President.
2. Direct assistance to the College was provided by the AA and
Foundation working jointly. The two organizations formed the Joint
Committee, tasked to plan and coordinate fund raising efforts between
the two organizations. The Joint Committee had authority to allocate
the spending of monies each organization pledged to provide. The money
was a joint pool of funds managed by the committee. While the two
organizations moved forward and cooperated in the Joint Fund activities,
the Foundation continued its separate development efforts independent of
the AA and the AA continued to provide for its members and operations.
To fund the joint fund pool, the Alumni Association ran its annual
appeal to its membership. Our yearly commitment was about $100,000.
Phonatons and mailings were used to raise the money from the members.
The Foundation developed the Admiral's Ball in order to provide its
$100,000 to the pool. At the same time corporate donations were also
made to the Foundation some of which were tagged for the Joint Fund.
The Joint Fund was the funding source of the Admiral's Scholarship
program, aid to admissions, campus quality of life grants,
department grants, funds for the Chaplain and help for other
requirements not provided for in the SUNY budget. The arrangement
worked well for nearly 10 years. We are now finishing the last of
the Admiral scholarships under this program.
In summary, the Joint Fund served as a vehicle to raise and disburse
limited sums of money for specific common goals identified by the
College President and brought to the attention of the AA and Foundation
jointly.
All during this time, major fund raising remained the sole
responsibility of the Foundation. At about 1997-98, the Foundation
began a new and more aggressive level of development. This was the
Capital Campaign which was to be the sole responsibility of the
Foundation. While the CC was announced by the Foundation, it did not
realize its goals and little has been done until the arrival of the new
development officer this year.
There is every reason to believe that a similar arrangement, namely
major development responsibility staying with the Foundation/College
President and lower level day to day membership needs and goals
remaining the responsibility of the Alumni Association, would work
today. With the current professional development officer on campus
managing the Foundation, it should work even better.
While scholarships and support for the cadets is a major goal of the
AA, it is only part of the organization’s mission. The benefit of the
members is equally a part of the AA’s mission and that, as has been
seen, can differ from the goals of SUNY. Thus, there must be a balance
between providing assistance to the College and completing the mission
of the association. This balance has been maintained over the last 100
years. The question now seems to be on the purpose and structure of
the Alumni Association in moving forward. Should it remain an
independent organization or come under direct control of SUNY with
state employees having its sole mission the support of the College.
November 5, 2003
VADM John R. Ryan USN (Ret.)
President
SUNY Maritime College
6 Pennyfield Avenue
Bronx, NY 10465
Dear Admiral Ryan:
The Alumni
Association Board has begun its review of the material you presented by
PowerPoint projection at the October 28 meeting, including the memo to yourself
from D. Andrew Edwards, University Counsel, bearing the subject heading “Legal
opinion: Consequences of SUNY Maritime College Alumni Association refusal to
comply with the Guidelines for Campus-Related Alumni Associations (effective
July 1, 2003),” a copy of which I received for the first time on Friday,
October 31, after business hours, with an electronic copy arriving on Monday,
November 3.
In that memo, Mr. Edwards wrote:
“You should deny the request of the SUNY Maritime College Alumni Association
(AA) to be ‘grandfathered’ in its present form. This denial should be
based upon the fact that the AA is an unincorporated association with 501(c)(3)
and 509(a)(1) status and a ‘charitable’ purpose (rather than a 509(a)(3)
‘supporting organization’ with an ‘educational’ purpose as required by the
Guidelines)…”
Since our
request to continue in the form in which we have existed for 100 years has now
been denied, it is the Board’s grave responsibility to proceed with the utmost
caution in this matter, keeping all the purposes of our Association, and, even
more importantly, the wishes of our membership, in mind.
It is worth noting, for purposes of
illustration, that our membership includes graduates not only of SUNY Maritime
College, but also of its predecessor institutions, the New York State Merchant
Marine Academy and the New York State Maritime Academy. Some of our most active and generous alumni
are graduates of one of these institutions.
Accordingly,
given our responsibility to the membership we serve for creditable governance,
and given our fiduciary duty, the Board has resolved to poll the entire
membership, as expeditiously as prudence will allow, in order to determine how
they wish to proceed. This may be
time-consuming due to the educational process involved and also the fact that
many of our members are seafarers or military personnel, with the consequence
that additional time must reasonably be allowed for their response.
The fire that occurred mid-day,
Tuesday, November 4, at the Fort, has disabled our electric power, computers,
telephones and generally suspended operations in the alumni office. This
unfortunate occurrence may further delay obtaining our membership vote in a
timely manner.
We appreciate your patience, and
that of SUNY Counsel and the Chancellor’s Office, as the results of our poll
become available.
Sincerely,
Theodore T. Mason
President
For the Board of Directors
Cc: Ken Healy,
College Development Officer
Alumni
Association Board
Top
From: Ted
Mason [mailto:tedmason@mindspring.com]
Sent: Friday,
October 31, 2003 1:05 PM
To: John
R Ryan (E-mail)
Cc: Francis
X Gallo 64 (E-mail); Eileen Femenia (E-mail); Eileen Femenia (E-mail 2)
Subject: Presentation
to Alumni & Copy of
VADM Ryan,
Thank you for the outstanding presentation on
the state of the college. I know you have a few other things to do and your
time is valuable.
I also know, without a doubt or qualification
of any kind, that the board of the Alumni Association and others paying any
attention at all, believe you are doing a great job on a wide variety of fronts
and you are not yet at a full head of steam!
We have, since the day you came aboard,
supported you and the college in every way we can. It is our expectation to continue
to do so.
Regarding your presentation we were expecting
to receive an electronic form in a couple days, but we learned late yesterday
that Ken Healy required medical attention and went to the hospital.
We would greatly appreciate your office making
available a copy of your presentation, as early as possible, in any form,
electronic or hard copy - the later portion is crucial to our deliberations
over the coming days.
You indicated you have not received our
Constriction and By-Laws. Clarifying, the Constitution and By-laws, together
with a list of officers and directors, were requested by Ken on September 23.
The list of officers and directors was provided as soon as we made updates and
the Constitution was delivered within a week of his request. Shortly thereafter
we indicated there were some omissions in the Constitution and indicated to Ken
we were taking steps to clarify these errors/omissions and to formulate some
over due changes.
We certainly hope Ken's circumstances are not
serious and he will be back in action shortly.
Regards,
Ted Mason
Top
From: Ted
Mason [mailto:tedmason@mindspring.com]
Sent: Tuesday,
October 28, 2003 11:49 AM
To: 'Austin
L. Dooley, Ph. D'; 'David Aviles'; 'Don Baker'; 'Charles Balancia'; 'Roger
Bing'; 'Bill Caldwell'; 'Joseph F. Camean'; 'Steve Carbery'; 'Mike D'Aquila';
'Ed Dohring'; 'Ron Ernst'; 'Eileen Femenia'; 'Jose Femenia'; 'Andrew Fuller';
'Const. Georgiopoulus'; 'Joe Gerson'; 'Ron Hamski'; 'John Hannon'; 'Steve
Hertz'; 'Tom Hurley'; 'Brian Kempf'; 'Michael Kucharski'; 'Bob Langstine';
'Bill Loefstedt'; 'Jim Maloney'; 'Ted Mason'; 'Jamie McNamara'; 'Jim McNamara';
'Laura Mirabella'; 'Tom Munster'; 'Denis O'Sullivan'; 'S. Mark Patricola';
'John Reynolds'; 'Janis Schulmeisters'
Subject: Contract
Proposed by the College between the College and the Alumni Association Under
SUNY Guidelines
Importance: High
Gentlemen:
As some of you know in late May, 2003, VADM
John Ryan delivered to your President, SUNY Guidelines for Campus-Related
Alumni Associations, and the related correspondence indicating the approval of
such by the SUNY Board of Trustees. The effective date provided for was July 1,
2003. However, there was explicit recognition in the forwarding correspondence
that "gandfathering" of existing organization forms and functions
could be considered and that a transition period might be required to
accommodate possible changes in an organization's Constitution and By-laws.
By inspecting materials which will be hand
delivered (at the Tuesday, October 28, Board meeting) or sent to you, you will
note that the Alumni Association requested "grandfathering" not once,
but three times with no response. On October 20, 2003, Mr. Ken Healy, College
Development Officer, delivered for the first time, a Formal Contract, that
makes no mention of "grandfathering" , and which incorporates the
SUNY Guidelines by reference and which further requests unrestricted access to
the alumni data base.
We responded on the data base matter. We have
not as yet responded on the Contract matter.
We had previously evaluated the SUNY
Guidelines and provided you with that assessment - we found them unacceptable
and therefore requested "grandfathering".
We have since evaluated the Formal Contract
(which incorporates the Guidelines) and find additional difficulties beyond
those contained in the Guidelines.
It is our assessment, that signing the Formal
Contract would deprive your Association of its independence and possibly the
administration of the assets entrusted to it. In effect SUNY and the college,
would in a very large measure, control the Association in all material
respects. In the minds of many, this is unacceptable. Had this contract been in
place earlier it would have been impossible to defend the ship, the license and
the regiment, over the past four or five years, and the campus would now be an
open campus with the more traditional programs largely phased out.
A momentous decision to accept or reject the
Formal Contract goes to the heart of the Alumni Association and how it has conducted
business for the last 100 years. This is a decision for the Membership after
due consideration and after having received the recommendations of the Alumni
Board of Directors.
This matter must be brought to a head, as
continued sparring about matters of independence of action, year after year,
prevents constructive action to support the otherwise very substantial progress
that is being made on campus.
Accordingly, I urge you to read carefully the
documents when you receive them. This is essential, as a draft Resolution
asking the board to order a special vote of the entire Alumni Association
membership to chose between signing and not signing the Formal Contract, will
be introduced and discussed at the Alumni Board meeting on October 28th.
Concurrently, our representatives in Albany,
the Vandervort Group, are having discussions with SUNY representatives to seek
a resolution to the matter. As a result, we may be meeting with SUNY
representatives in the near future. This course of action is necessary as we
are interested in constructive relationships with VADM John Ryan and his
Director of Development, Ken Healy, and we have been advised that their hands
tied in this matter.
Fraternally yours,
Ted Mason
President
212-697-6666x330
Top
From: Ted Mason [mailto:tedmason@mindspring.com]
Sent: Monday, October 27, 2003 12:10 PM
To: Chris Revere (E-mail); Todd Vandervort
(E-mail)
Cc: Francis X Gallo 64 (E-mail); Austin L.
Dooley Ph. D (E-mail); Steve Hertz (E-mail); Mike D'Aquila (E-mail); Earl Baim
'80 (E-mail); Eileen Femenia (E-mail); Jose Femenia (E-mail); 'Steve Carbery
(E-mail)'; Steve Carbery (E-mail)
Subject: FW: Contract between college and
Alumni under SUNY Guidelines.
Todd, Chris,
You should consider the following, from
Austin Dooley, in your discussion with Wayne Diesel.
I make particular reference to paragraph 4.
In paragraph 4 you can see that the Alumni
and the Foundation (then substantially run by the college) joined forces, in a
co-operative manner, agreed upon an allocation of fund raising responsibility,
formed a Joint Fund Committee, each raised funds from its agreed upon but
separate sources and the funds were used to support agreed upon ends.
A substantial portion of the roughly $200,000
raised each year for the Joint Fund went to the Admirals Scholarship and the
NROTC Scholarship augmentation program.
This program, requested by RADM Miller, then
College President, worked very well, for ten years, on a voluntary and
co-operative basis.
The Alumni Association continues to meet its
responsibilities under this program for the referenced scholarships.
Regards, Ted
-----Original Message-----
From: Austin L. Dooley
[mailto:dseawx@ix.netcom.com]
Sent: Friday, October 24, 2003 9:29 PM
To: Ted Mason
Cc: Steve Hertz (E-mail); Mike D'Aquila
(E-mail); Francis X Gallo 64 (E-mail); Eileen Femenia (E-mail); Jose Femenia
(E-mail)
Subject: Re: Contract between college and
Alumni under SUNY Guidelines.
Some additional comments: just some random
notes.
1. Discussions with other SUNY unit alumni
organizations suggest that there are no or few alumni associations within SUNY
with the activity level, giving or membership history of Maritime's. Of the 64 institutions, there are to the
best of our knowledge only a handful of independent organizations. All other alumni organizations remain within
the state organization. It would appear
the model organization drawn up by SUNY has not worked in the past.
2. In light of the unreasonable posture taken
by SUNY, namely no negotiations and no discussions, the change can and will
only be viewed as an arrogant hostile takeover, similar to ths SUNY plan to
reorganize the college. It is unlikely that the majority of alumni membership
will respond favorably.
3. There is no reason to believe that
membership will donate to a state run association.
4. The relationship that existed with the
college prior to the September 1999 crisis worked well. The Foundation/College
President's Office had exclusive solicition to all corporate, foundation or
high profile individual donors. A mark
of the success was Admiral Miller's obtaining the monies from the Tode
Foundation for the intial simulators and the early America Cup programs. At the
same time, the Alumni Association agreed not to solicit beyond its
membership. Working jointly, the two
organizations formed the Joint Committee, tasked to plan and coordinate fund
raising efforts between the two organizations and allocate the spending of
monies commited to a common pool of
funds managed by the committee. To fund the pool, the Alumni Association ran
its annual appeal to its membership. Our yearly commitment was about
$100,000. It was from this committee
that the Admiral's Ball developed so that the foundation could provide their
$100,000 to the pool. This was the genesis
of the Admiral's Scholarhsip program, aid to admissions, campus quality of life
grants, department grants, funds for the Chaplain and help for other
requirements not provided for in the SUNY budget. The arrangement worked well for nearly 10 years. It was going to move to the next level with
the Capital Campaign in about 1997-8. We are apparently finishing the last of
the Admiral scholarships under this program. There is no reason to believe that
a similar arrangement would not work today.
In fact with a professional development person on campus for the
Foundation, it should work even better.
Hope this gives you some more ideas.
Austin
Ted Mason wrote:
>
> Everyone,
>
>
Sent to Todd, at his request, for a meeting next week with Wayne Diesel who
> will meet with Bob King regarding the
proposed contract between the Alumni
> and the college.
>
> These are talking points and will be
used by the Vandervort Group as best
> they can.
>
> This is an effort to get relief from the
top as there appears little hope of
> getting from the college.
>
> Keep this information to yourself - we
will discuss at the board meeting.
>
> Regards, Ted
>
Top
Alumni
Association, Maritime College, State University of New York
Contract Issues and Options
October 24,
2003
The Alumni Association has the following issues:
1) The Alumni
Association (Association) has an ethical and fiduciary responsibility to
maintain its independence and control of both its affairs and those assets that
have been committed to its care.
2) The initial
SUNY Guidelines Contract (Contract) proposal prevents either and may subject
the Association to the accusation that we are not fulfilling our fiduciary
responsibilities.
3) Recent informal
proposals to put Association staff on the college payroll and subordinate the
Association to a college development office, with or without a contract,
further dilutes independence and control - he who pays the salaries, calls the
tune. We do not understand how such an action results in any $ savings - one
party pays or the other pays.
The Association
has the following options:
1) Continue as the
Association has for 100 years without a contract and co-operate with the
college
2) Enter into a
“grandfather” clause contract and co-operate with the college.
3) Enter into a
very simple contract of co-operation that does not take away our independence
or threaten our assets and co-operate with the college.
4) Put the SUNY
Contract up for Association membership vote - which will result in either:
a) A turn
down of the Contract, a standoff with the college and more unproductive
wrangling, a potential de-certification of the Association as the official
association and a move off the campus.
b) An
acceptance of the Contract, but a complete desertion by productive Alumni from
the management of Association affairs and a loss of all contributions from the
dedicated people of an age and financial capability to support and assist the
college.
Observations:
1) The Association
has been supporting the college for 100 years without an agreement.
2) The Association
has been supporting the college in every way possible since VADM Ryan came
aboard and met all our financial commitments throughout the years of
disagreement with SUNY. We believe VADM Ryan is accomplishing great things for
the campus and the Association looks forward to better working relationships as
well.
3) Three (3)
requests in total were made for "grandfathering" of the Association’s
form of organization and modus operandi and all three were ignored, or not addressed,
even though permitted by SUNY Guidelines. They were never formally
rejected or discussed.
4) The Contract
presented to the Association by the College on October 20, 2003, destroys the
independence of the Association and will ultimately be unacceptable to the
membership. It does little to foster constructive relationships.
5) Association leadership have already been
advised by key alumni that should the Association sign the Contract proposed by
SUNY that they would quit the organization and terminate all giving. We expect
the membership would, if asked, vote no and distance themselves from both
the Association and the college.
6) The Association
leadership has no intention of participating in a long drawn out struggle
against what they consider to be ill advised and unnecessary SUNY agreements
and will call for a membership vote - the consequence of which is likely to be
a turn down of the SUNY Contract, continued support of the Association, but a
very distant relationship with the college.
7) SUNY tried to
convert the campus to an open campus and eliminate the ship, license and
regiment in recent years, and could, in subsequent years, try again. The Alumni
cannot support such a position. The Alumni are not products of a mediocre
general studies program - their training and belief systems are widely
different.
8) The Alumni's
correct identification of the real problems at Maritime (poor leadership, under
investment and inadequate recruiting) has all been corrected by SUNY, to their
credit, but only after a long and unproductive struggle. Having an independent
alumni association brought about these problem solutions. Can you risk not
having one in the future?
Top
October 20, 2003
Captain Ted Mason, USNR
President, Maritime College Alumni Association
26 Circle Drive
Hastings‑On Hudson, NY 10704
Dear Ted
I have enclosed for your review and signature as president
of the Alumni Association, the agreement that authorizes the Association to
continue to be the primary liaison between our graduates and SUNY Maritime
College. As this is the 100"' Anniversary of our Alumni Association, I
think it is important to recognize the valuable contributions your group has
made and will continue to make.
1 think you'll agree that the College has made tremendous
strides over the past year under Admiral Ryan, due to the concerted efforts of
many people and organizations, especially the Alumni Association. During the
coming year we have set ambitious fundraising goals that will only be
achievable with the support and good faith cooperation of the Alumni
Association. I believe that this agreement, a variation of which is being used
by each college in the SUNY System, will serve as a cornerstone for our future
success.
One of the most important provisions of the agreement is
that our development office has the use of the alumni database. I know it has
been meticulously built and maintained over the years with data provided by the
college, and that is why it is such a valuable resource. I would ask that you .
authorize over the next few days, the unrestricted access of the database to
the College. Upon your approval, T will work with Eileen Femenia and our
Taformation Technology staff on die technical issues. Of course tile College
will cover all related eosis, and we will budget for the upkeep and maintenance
of the database in the future. I have a great deal of experience in this area,
and we will work closely with Eileen to provide for its security and protect
the confideriliality.
We appreciate your long and loyal service to the College. If
you have any questions or concerns regarding this agreement or access to the
database, please feel free to call me. I look forward to meeting with you and
the Alumni Board on October 28.
Sincerely,
Kenneth Healy
Executive Director of Development
cc: VADM John Ryan
Attachments
Top
From: Ted Mason [mailto:tedmason@mindspring.com]
Sent: Tuesday, October 21, 2003 4:26 PM
To: Francis X Gallo 64 (E-mail); Michael
D'Aquila (E-mail); Steve Hertz (E-mail); Tom Munster '83 (E-mail)
Cc: James M. Maloney (E-mail); Joe Gerson
(E-mail) (E-mail); Robert Johnston (E-mail); Steve Hertz (E-mail)
Subject: Contract Proposed by Ken Healy on
October 20, 2003 – preliminary observations.
Everyone,
As you know Ken
Healy sent a proposed contract between the College and the Alumni Association
for our approval. It make no mention of "grandfathering" as we have
requested three time and is otherwise not workable if the Alumni is to maintain
its independence.
Rather than
generalize I have the following observations by paragraph:
2nd whereas - Alumni
Association was not established for the primary purpose of supporting the best
interests of the Campus and SUNY - it was established to "advance the
professional interests of its alumni, faculty and students" and in that
order (see Constitution and By-Laws).
3rd whereas - the
Alumni data base belongs to the Alumni at present so the Campus commitment to
maintain and update the data base is not consistent with the current ownership.
The Alumni will generally allow use of the data base on a project by project
basis, but not unrestricted access or use.
1. Calls for the
Alumni Association to conduct its activities in accordance with the policies of
the Campus as "decided by the President and SUNY" and adopts the SUNY
Guidelines, which are already substantially unacceptable.
2. Calls for Alumni
Association to conduct all of its activities EXCLUSIVELY for the benefit of the
campus. We conduct our activities as noted above - for its alumni, faculty and students, in accordance with the
Constitution and By-Laws.
3. Calls for
providing a portion of the funds necessary for conduct of alumni relations
programs for the benefit of the Campus, participating in revenue generating
programs "approved by the campus". Also calls for Alumni to present a
schedule of activities, goals, "joint development" of an annual
budget. We already proffer such functions, are willing to co-operate, but we
are not willing to be directed.
4. State to make
available facilities
4. Alumni to care
for State facilities
5. State provide
utilities, with method of charges to be agreed.
6. SUNY granting to
the Alumni the rights to use of a data base which is already developed,
maintained and owned by the Alumni.
7. SUNY grants
license to Alumni to sub license a data base already owned by the Alumni
8. Alumni to treat
data base as confidential
9. Alumni shall make
available to the Campus "any records" on Alumni on request
10 State grants use
of campus name
11. Privacy laws
12. 10 year term, 45
day cancellation.
13. Association
shall indemnify SUNY, completely one sided and should be a gross negligence
standard.
14 Notice
15. Exhibits
16. Entire Agreement
In general the
largest problem with the contract is its adoption of the SUNY Guidelines which
have particularly onerous provisions.
Top
|
SUNY Guidelines Contract
|
|
AGREEMENT,
made this 20th day of October, 2003 by and between the STATE UNIVERSITY OF
NEW YORK, a corporation organized and existing under the laws of the State of
New York, with its principal offices located at State University Plaza,
Albany, New York 12246, hereinafter
referred to as "State University", acting through the State
University of New York Maritime College, located at 6 Pennyfield Ave., Bronx,
New York, hereinafter referred to as "Campus", and the SUNY
Maritime College Alumni Association, a not-forprofit organization, organized
and existing under the laws of the State of New York, having its principal
place of business located at 6 Pennyfield Ave., Bronx, New York, hereinafter
referred to as "Association".
|
|
WHEREAS, State University is an institution of higher
education established pursuant to the provisions of the New York State
Education Law and has an interest in maintaining close and mutually
beneficial ties with its graduates and former students (hereinafter referred
to as "Alumni"); and
|
|
WHEREAS,
Association has been established for the primary purpose of promoting the
best interests of the campus and the State University, including but not
limited to, serving as a liaison between Campus and its Alumni; and
|
|
WHEREAS, the parties desire to enter into an agreement
under which the Campus and the Alumni Association will share databases of
demographic, biographical and financial information on its alumni ("the
Alumni Database") in furtherance of the Association's activities and the
Campus' fundraising and advocacy goals. The Campus also agrees to maintain
and periodically upgrade the database.
|
|
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto, agree as follows:
2
1. The Association will conduct its activities in
accordance with the policies of the Campus as decided by the president and
the State University, including the Board of Trustees' Guidelines for Alumni
Associations, attached hereto and made a part hereof as Exhibit A, and as may
be amended by State University from time to time.
2. The Association will conduct all
of its activities exclusively for the benefit of the Campus. Additional
activities must be approved in writing as an amendment to this agreement.
3. The Association further agrees to
provide a portion of the funds necessary for the conduct of alumni relations
programs for the Campus and the benefit of campus scholarship programs. The
Association will engage in various revenue generating programs approved by
the Campus for these purposes. The Association will provide to the Campus on
or about April 15 of each year a written schedule of activities and a
statement of goals and objectives for the forthcoming fiscal year and the
Campus and the Association will jointly develop an annual budget reflecting
these goals and objectives.
4. State University shall make available to the
Association the facilities, personnel and equipment to be mutually agreed
upon. Any additions to or withdrawals shall be made by written mutual consent
of State University and the Association.
4. The Association shall take good
care of the specified property and shall maintain it in a clean, sanitary and
orderly condition. State University shall keep such specified premises in
good repair and make all necessary capital improvements in order to comply
with all applicable federal, state and municipal health and safety codes. Any
alteration or improvement to the premises, fixtures, or replacement equipment
that may be paid for by the Association shall become the property of State
University. Upon removal from the premises, the Association shall return the
equipment and facilities provided hereunder in as good condition as when
originally provided by State University, normal wear and tear excepted.
3
5. State University shall supply all ordinary and
necessary utilities for the premises. If State University and the Association
conclude that a utilities charge is required, the charge and method of
payment will be determined by State University and the Association.
6. State University hereby grants to Association a
non-exclusive, world-wide, royalty free license to use the Alumni Database,
and any updates thereto, in a manner consistent with State University and
Campus policies, for the purposes of benefiting Association, Campus and State
University, including but not limited to, the publication of an alumni
directory and the provision of on-line alumni services.
7. State University hereby further grants to Association
the right to sublicense or use any or all of its rights and privileges to the
Alumni Database granted hereunder, subject to the following:
a) Association agrees that any such sublicense shall be
subject to the terms and
conditions of this Agreement; b) Association agrees that
any such sublicense shall be non-transferable; c) Association agrees that any
sublicense granted hereunder shall provide for
termination of any such sublicense, or assignment thereof to
State University, at
State University's sole option, upon termination of this
Agreement;
d) Association agrees that no such sublicense shall be
effective without the express
prior written consent of the State University; and
e) Association shall provide State University with a copy
of each such sublicense
upon request.
8. Except as expressly provided herein,
Association shall not otherwise sell, lease, assign, sublicense, or otherwise
transfer the Alumni Database, in whole or in part, to any third party. The
Association shall treat the Alumni Database as confidential.
9. The parties acknowledge that in the course of
its activities, the Association also may obtain and/or create records on
Campus alumni. Any such records shall be made available to Campus at its
request.
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10. The State University
also grants the Association the use of the campus name, trade names, service
marks or logos owned or used by the Campus for fundraising and other approved
purposes.
11. In performing this contract, the
Association will receive, maintain, process or otherwise will have access to
confidential information on students and/or customers of the Campus. Pursuant
to the Gramm-Leach-Bliley Act (P.L. 106-102) and the Federal Trade
Commission's Safeguards Rule (16 CFR Part 314), the Association must
implement and maintain a written Information Security Program in order to
protect such customer information. Customer information is defined as
"any record containing nonpublic personal information as defined in 16
CFR §313(n)" (the FTC's Privacy Rule) "about a customer of a
financial institution, whether in paper, electronic, or other form" (16
CFR §314.2). Examples of nonpublic personal customer information include, but
are not limited to, name, address, phone number, social security number, bank
and credit card account numbers and student identification numbers.
The
safeguards that must be implemented under the Program must comply with the
elements set forth in 16 CFR §314.4 and must achieve the objectives
enunciated in 16 CFR §314.3, namely to: 1) insure the security and confidentiality
of student and/or campus customer records and information; 2) protect against
any anticipated threats or hazards to the security or integrity of such
records; and 3) protect against unauthorized access to or use of such records
or information which could result in substantial harm or inconvenience to any
student and/or campus customer.
If the
Association subcontracts with a third party for any of the services that it
is required to undertake in furtherance of this contract, the Association must
ensure that such third parties implement practices which protect nonpublic
personal information of students and/or campus customers to which they
receive, maintain, process or otherwise are permitted access.
12. The term of this agreement shall commence November
15,2003, and shall continue
for a term of ten (10) years through November 15, 2013. This
agreement may be
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terminated
in whole or in part by either party upon 45 (forty-five) days prior written
notice in accordance with the notice provisions of this agreement.
13. Association shall indemnify,
defend and hold State University, its officers and employees, harmless from
and against any and all claims arising out of Association's or any
sublicensee's use of the Alumni Database and from and against damage, fine,
judgment, expense or charge imposed, assessed or incurred by any act as a
result of neglect or omission of the Association, its officers, employees or
agents.
14. Any
notice to either party hereunder must be in writing signed by the party giving
it
and
shall be served either personally or be registered mail addressed as follows:
TO STATE UNIVERSITY:
TO CAMPUS:
TO ASSOCIATION:
Or to such
other addressee as may be hereafter designated by notice. All notices become
effective only when received by the addressee.
15. The
provisions of Exhibit A, attached hereto, are hereby incorporated into this
Agreement
and made a part hereof.
16. This Agreement constitutes the
entire agreement of the parties hereto and all previous communications
between the parties, whether written or oral, with reference to the subject
matter of this Agreement are hereby superseded.
IN WITNESS
WHEREOF, the parties hereto have caused their duly authorized representatives
to execute this Agreement as of the date first written above.
The Alumni Association of the State The State University of
New York
University of New York Maritime College Maritime College
By:__________________________ By:_________________________
Campus
President
Approved:
The State University of New York
By:_________________________________
Vice Chancellor for Finance and Business
ELIOT SPITZER ALAN
G. HEVESI
Attorney General State
Comptroller
By:______________________________ By: _________________________
Assistant Attorney General For the Comptroller
|
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October 17, 2003
Mr. Michael F. Luck
Vice President for Philanthropy and Alumni Affairs
The Research Foundation
The State University of New York
P.O. Box 9
Albany, NY 12201‑0009
Dear Mr. Luck:
I have your letter of October 8, 2003, indicating you have
not received a written collaborative agreement between the Alumni Association
and the College.
On May 27, 2003, VADM Ryan, President of the College,
provided the Association with a copy of Foundation, Auxiliary Service
Corporation (ASC) and Alumni Association Guidelines under Brian Stenson's
letter of May 16, 2003, to Presidents of State‑operated campuses.
The Stenson letter, among other things, indicates that
"because of the nature of certain activities and arrangements, it may be
necessary for those activities to grandfathered on an exception basis".The
same letter makes reference to a new model contract to become available.
The SUNY Guidelines for Campus‑Related Alumni
Associations attached to the Stenson letter, under Article II, Transition
Provisions, acknowledge that "an Alumni Association may currently be
structured or engaged in activities that would be inconsistent with the letter
of the Guidelines. In such cases, this entity may maintain its current structure
or continue providing such services, following a case‑by‑case
review by the campus President and the Chancellor or designee."
Our alumni association, which is a 100 year‑old self‑governing
organization, is not organized as a Corporation (it is an unincorporated
association). We are, however, a 501 (c) (3) and we continue to provide
extensive, across‑the‑board support to the College (and its
predecessor maritime institutions), the Cadets and our members, as we have
throughout our history.
In light of the above, and in view of our correspondence
(attached) with Vice Admiral John R. Ryan, I am perplexed as to the timing and
meaning of your letter. We understand that under SUNY's Guidelines, a
"Contract", "Letter of Agreement" or "Memorandum of
Understanding", is to be negotiated with the College President, not SUNY
or the Research Foundation.
As you can see, VADM Ryan's reply of July 25th to our,
letter of June 20th , which requested "grandfathering", suggested
awaiting the publishing of a SUNY standard contract or model contract. On
August 6th we once again requested VADM Ryan's assistance in convincing
Chancellor King of the merits of "grandfathered" status for our
association. We also identified those difficulties we anticipated in gaining
membership approval of substantive changes in our form of organization and
modus operandi.
To date no Pro Forma Contract, Letter of Agreement, or
Memorandum of Understanding has been presnted by the College.
Nevertheless, in good spirit, we have continued to
coordinate our activities with and to support the College, as we have for the
past 100 years, absent a formal agreement. I am highly confident, relative to
total graduates or any other measure of the Maritime College community, that we
are the most active, dedicated and supportive alumni organization in the entire
SUNY system.
Particularly in the era of Sarbanes‑Oxley and the call
for independent governance we believe our desire to maintain our self‑governance
is prudent and consistent with our request to be "grandfathered".
We are prepared to meet, discuss and consider any MOU or
other form of agreement that is consistent with principles of good governance
and is subject" to cancellation, by either party upon reasonable notice,
and to present such agreement to our membership for ratification.
Sincerely,
Ted Mason, President
For the Board of Directors
Cc: VADM John
Ryan;‑President
Board of
Directors, Alumni Association SUNY Maritime College
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October 8, 2003
Mr.Theodore Mason
President
SUNY Maritime Alumni Association
C/o Alumni Office
6 Pennyfield Avenue
Throggs Neck, New York 10465
Dear Mr. Mason:
As directed by the office of the Chancellor of the State
University of New York, my office has the responsibility of ensuring that all
agreements between each campus and their campus foundations and alumni
associations are in good order. On July
1, 2003 the State University of New York mandated that each campus complete a
comprehensive “letter of agreement” or “Memorandum of Understanding” with each
separate 501 ©3 organization delineating expectations and services provided by
each party for or on behalf of the other.
In a sense, the formal document might be compared to a job description
or employment contract.
As of this date we have not received a written collaborative
agreement between the SUNY Maritime Alumni Association and the college. I am writing to ask when we might expect
your response. In the meantime if I can
be of assistance, I would be pleased to do so.
With bestregards,
Michael F.Luck
Vice President for Philanthropy and Alumni Affairs
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August 6, 2003
Vice Admiral John R. Ryan
President
State University of New York Maritime College
6 Pennyfield Avenue
Bronx, NY 10465
Dear Admiral Ryan,
We thank you for your response of July 25, 2003, and look
forward to considering any contract that SUNY may propose.As we all know,
Maritime’s Alumni Association has existed for a century with its purpose being
the advancement of the professional interests of the college,its alumni,
faculty and students.
As we look forwardto continuing these endeavors, we solicit
your help in convincing SUNY and Chancellor King to “grandfather” Maritime’s
Alumni Association so that we may continue to help the school in our present
form.
As we have over seven thousand members residing or working
in all parts of the world, any material or substantial changes in the
Association’s by-laws or modus operandi wouldrequire time-consuming proceedings
and ultimately may not be approved by the membership.
In making this request we respectfully askall to consider
the fact that Maritime is the oldest maritime
school in the nation and our Alumni Association, therefore, among the
oldest, and most effective, in the group of Alumni organizations in the SUNY
system, datingto 1903.
Sincerely,
Ted Mason’57
President
For the Board of Directors
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July 25, 2003
Captain Ted Mason
President
SUNY Maritime College Alumni Association
6 Pennyfield Avenue
Bronx, NY 10465
Dear Ted,
Appreciate your letter of June 20, 2003, regarding the new
SUNY Guidelines for Campus-Related Alumni Associations.
SUNY has indicated they will soon publish a standard
contract to serve as a model for all 64 campuses. I suggest we wait for this form prior to proceeding.
Sincerely,
John R.Ryan
Vice Admiral, USN (Ret.)
President
/srh
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June 20, 2003
Vice Admiral John R. Ryan
President
State University of New York Maritime College
6 Pennyfield Avenue
Bronx, NY 10465
Dear Admiral Ryan:
The
Alumni Association Board has reviewed the May 16 memorandum from Mr. Stenson,
the April 29 memorandum of Chancellor King, and the new SUNY Guidelines for
Campus-Related Alumni Associations (the “Guidelines”).
With
the approval of Alumni Association Board at its meeting of June 19, I am
writing to request your assistance and support in obtaining written approval,
as referenced in Part V (“Structure”), that would permit our Association to be
“grandfathered”, thus maintaining the structure and relationships it has had for the past one hundred years..
Please
note that our independent Association has long had IRS-approved status as a
tax-exempt 501(c)(3) entity, and over the years has well served its members and
raised considerable funds for both the benefit of the Cadets and the campus.
With your cooperation and support we hope to continue to do so as a
self-governing organization.
If
we are not “grandfathered” the changes proposed by the guidelines would be
difficult and uncertain to implement. We would have to inform our members fully
before seeking their formal approval of significant modification to our by-laws
and modus operandi.
We believe it in the joint best
interests of the Association and the College that the Association continue to
provide dedicated support to its members, the college and the Cadets without
this diversion.
Members of our Executive Committee are available to meet
with you to discus this matter at an early date.
Sincerely,
Ted Mason’57
President
For the Board of Directors
Copy to: Directors, Alumni
Association SUNY Maritime College
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Date: June 4, 2003
From: Ted Mason
Subject: Commentary on SUNY Alumni Association Guidelines
Gentlemen:
You have all received the new SUNY
Guidelines for Campus-Related Alumni Associations.
I have sent the Guideline to our
lawyer - but not provided any instructions as yet. She can advise on particular
points, but we will have to make the decisions.
It summary it appears we are being
asked to submit ourselves to requirements that we are not currently subject to.
I have underlined key phrases for emphasis.
If absolute control of the Alumni
Association is not the objective, I do not know what is.
In any event, unless grated waivers
or "grand fathering" we will have to
1) comply fully, OR
2) decide on whether to comply with
each point and negotiate a partial solution, OR
3) decide not to comply at all, and
move off campus and change our ways sufficiently to operate independently.
Summary by paragraph:
III Mission
-"....assist in and support the
activities of the campus as directed by the campus..."
-"Solicits and receives selected
income to meet the needs of the Alumni Association." (This means raise
and retain no more money than required for operations - that is, no scholarship
or grant funds).
IV Responsibility
-"The Alumni Association should
have defined powers and duties, which may include ...."
-“Developing programs …. especially
in campus fund raising, as directed by the college.”
-"The use by the Alumni
Association of the campus name and marks for fundraising purposes is permitted
pursuant to the contract with the campus"
V Structure
-" A campus Alumni Association
(if not a campus funded alumni affairs program) ...must... "be a
non-profit corporation.... State of NY, tax-exempt under 501(c)(3) ....
and classified as a "supporting organization" to the campus under
509(a)(3)..."
VI Linkage
- " A formal contract,
terminal …with 45 day notice ….by SUNY…. must be executed between the
campus and each alumni association ...authorizing it to operate on campus and
enumerating its activities, and providing for the sharing of and
access to alumni information"
VII Accountability and Reporting
-"prepare annual (audited)
financial statement by CPA...within 90 days after close of fiscal year ... to
enable SUNY to include pertinent information in its annual financial
statements..."
-"The books and records,
financial condition, operating results, and program activities.... would be
subject to periodic audit by the Office of the University Auditor"
-"All audit reports from
whatever source, including the certified financial statements and
management letter of the Alumni Association must be transmitted to the
offices of the campus President and the Vice Chancellor for Finance and
Business and University Auditor for review and acceptance.
-"Provision in the articles of
incorporation and other organizing documents must provide... upon
dissolution... that net assets be distributed to the campus or campus
approved-entity...."
So, we need to ask ourselves what
specific questions we want answered by our lawyer (time costs money).
Please comment.
Ted
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The State University of New York
Guidelines for Campus-Related Alumni Associations - Click Below
http://www.FSMAA.org/Independent/SUNYguidelines.pdf
(Adobe
Acrobat Required)
for details