Frequently Asked Questions regarding the Transition Agreement
Q. Where will the vote be held?
A. The voting meeting will commence Saturday, September 7, at 11:00 am at Waco Hall. Before that time, we will convene forums to discuss different views on the Transition Agreement.
Q. Who is eligible to vote?
A. All annual and life members of the BAA may vote. To check your membership status, please e-mail Tessa@BaylorAlumniAssociation.com or Beth@BaylorAlumniAssociation.com to make sure your membership status is up to date.
Q: Why do I have to be present in Waco to vote on September 7?
A. We recognize this will be inconvenient for many of our members. Article XVII of our bylaws provides that all-member meetings must be conducted in person. Earlier in the summer, we had hoped to change the bylaws to allow for some form of telephonic or electronic voting. But the lawsuit resulted in a court-ordered restraining order that prevented any work on the Transition Agreement during the month of July. In order to make a change in voting procedure, the BAA would have needed another in-person meeting, under the current bylaw provisions, to change the voting process. Once the restraining order was lifted, there simply was not time for an earlier meeting with proper notice. Moreover, under Article III, Section VI of our bylaws, proxy voting is not available.
Q. What will happen to my life membership with the BAA?
A. If the transition agreement passes on September 7, all current life members of the BAA will become lifetime subscribers of the Baylor Line Corporation.
All life members of the BAA currently receive the following benefits: subscription to the Baylor Line magazine and Between the Lines newsletter, Baylor bookstore discounts, car rental and hotel discounts, discounted insurance products, and communication about BAA travel opportunities.
Lifetime subscribers of the BLC will receive the following benefits: subscription to the Baylor Line magazine and Between the Lines newsletter, Baylor bookstore discounts, and Mayborn Museum gift shop and Armstrong Browning Library gift shop discounts.
Q. Why should I vote “yes”?
A. Your negotiators used the BAA bylaws as governing principles during the discussions with University officials. Our bylaws provide that the BAA is to achieve “unity of purpose in action in promoting the best interest and support of the University.” We are to “foster a spirit of loyalty, service, and fraternalism among the alumni and former and present students, faculty, or anyone who evidences or has evidences a genuine interest in Baylor University.”
The BAA leadership feels strongly that the Transition Agreement offers the best chance to preserve and enhance the things we value most and the principles our bylaws reflect. The Agreement secures the editorial independence of the Baylor Line. The Agreement protects our staff members, who have weathered years of difficulty, and provides them with meaningful employment instead of a highly uncertain future. And the Agreement provides for a number of new opportunities for alumni volunteer service, through the creation of a new alumni-nominated University regent, openings on a new Advisory Board within the University, and elsewhere.
Q. What is needed to approve the Transition Agreement?
A. Under our bylaws, a two-thirds majority of the members physically present at the meeting is necessary for approval.
Q. What happens if the Transition Agreement is not approved by the membership?
A. Should the Transition Agreement fail to obtain the necessary two-thirds vote, the future of the BAA is extremely unclear. Pursuant to a contract signed in 1993, the BAA has the right to use the names “Baylor Alumni Association” and “Baylor Line.” The next year, in a different agreement, the University recognized the BAA as “the official alumni organization of Baylor University and all of its academic units.”
The University has stated that, in the event of a “no” vote on September 7, it intends to terminate these agreements with the BAA. We believe litigation between the University and the BAA would be a likely (and expensive) result. Absent a court order or ruling, we would no longer be able to use the “BAA” or “Baylor Line” names. Further, a “no” vote does nothing to protect our valuable staff members. After years of discord between the BAA and University officials, we believe it is time to put our disagreements aside and work together for a bright future for the Baylor family.
Q. What types of communication should I expect?
A. You will hear a lot from us over the coming weeks. We will send updates by e-mail, Facebook and Twitter. We also will convene two all-member conference calls before September 7. Again, you should have as much information as possible.
You also should know that under our bylaws, the books and records of the BAA are open for inspection by its members. We fully expect that some members will obtain our membership list and contact you to encourage you to vote a certain way. That is permissible under our organization’s rules, but some of you may receive a lot of unwanted e-mail. We encourage you to think about the facts yourself and make the most informed decision you can.
Q: The BAA has operated for a century as an independent organization, and many top universities have independent associations. Is independence no longer necessary?
A. Independence remains absolutely necessary, and the new Baylor Line Corporation will remain independent, with a separate governing board and no University control over the Baylor Line’s editorial content. The last point should be repeated: The Baylor Line Corporation will have full editorial control over the content of the Baylor Line.
Most public universities have independent alumni associations, often to comply with lobbying regulations or laws in their state legislatures. There are any number of different forms of independence, or interdependence, between private universities and their alumni associations across the country. The BAA negotiators were most interested in finding the right solution for this alumni association, for the university we all love. We want the Baylor Line to be a positive, and independent, contributor to the University community.
Q: The transition agreement envisions the Line being produced for ten years under a new set of guidelines. What guidelines are going to be used, and who enforces them?
A. In the first place, there has been a lot of misconception about the ten-year period referenced in the Transition Agreement. There is no ten-year limit on the right to publish. The concern whether, under Texas law, licenses could be perpetual (or indefinite) led the parties to agree on an initial ten-year license, which would automatically renew for successive five-year terms.
Second, under the BAA’s current license agreement, Baylor, and Baylor alone, defines whether it feels there’s been a problem with “quality control” with the Baylor Line. The Transition Agreement incorporates new, third-party principles that would govern a dispute between Baylor and the Line as to whether there had been a breach of “quality control.” Under the new agreement, quality control would be based on the CASE [Council for Advancement and Support of Education] principles. For more information, you can read them here: CASE Principles
Those principles, based on academic freedom, say that a robust debate about a university is right and proper. And it’s not just what University officials believe constitutes an appropriate debate, but what a third party believes to be important to a university community. The BAA leadership thinks that’s a better place for the magazine—to have independent standards to look to, as opposed to having one party in a contract say you’re not doing enough. We all will know the rules going forward.
Third, the Baylor Line Corporation will be governed by an independent board of directors and will control the content of the Baylor Line. Today, the BAA provides the University with a review copy of the magazine, but the university does not have editorial control. We will continue that practice. The University will get an advance look at the Baylor Line, but it will not control its content in any way.
Q: The CASE principles say that the magazine should “advance the mission and well-being of their institutions in an ethical and socially responsible manner” and “reflect the basic values of educational institutions, including an abiding respect for diverse viewpoints and a firm commitment to the open exchange of ideas.” Doesn’t that limit the scope of the Line?
A. Not at all. In fact, the Line currently operates based on the bylaws of the BAA, whose mission has always been to support Baylor University. The bylaws are online here. The purpose is right up front: Article 1, Section 2.
Q: What are the school’s legal grounds for terminating the current license agreements? Does it allege a breach by the BAA, a right to terminate without breach, or both?
A. In our discussions to date, Baylor has argued that Texas law disfavors “perpetual” contracts like the Alumni Association’s 1994 licensing agreement. And university lawyers have cited case law to bolster their claim.
Q: Has the BAA sought outside legal advice as to the strength of the University’s position that it has a good claim to terminate the license agreement?
A. Yes. Several attorneys have served on the BAA Board through the years, but since approximately 2009, we have had the benefit of our lead outside counsel from Rosenthal Pauerstein Sandolski Agather LLP in San Antonio. We have had the benefit of other attorneys who have provided pro bono advice. While we believe the BAA would have definitely had a legal leg to stand on, the outcome would be uncertain. And, in any event, a lawsuit between Baylor University and the Baylor Alumni Association, which is charged with “promoting the best interest and support of the University,” would be, to say the least, a very difficult and unfortunate situation.
Q: Apart from legal concerns, do you feel that the BAA is viable entity going forward if the transition agreement is voted down? Does the organization have the financial wherewithal to continue operations and scholarship funding into the foreseeable future? What financial impact would an expensive lawsuit have on that response?
A. Our staff has done a remarkable job shoring up the BAA finances through very difficult circumstances, especially over the last five years. We have balanced the budget for six consecutive years. Nevertheless, we no longer have the type of support we historically enjoyed from the university. We do not have access to the list of new Baylor graduates. We have not had access to campus facilities or regular access to administrators. Considering these variables, it would be difficult to retain or recruit employees. We believe that, given these circumstances, our prospects remain uncertain. Voting “yes” on the Transition Agreement allows us to begin a new day and determine our own future.