SPECIAL REPORT—BAA in transition
Members will vote September 7 on a path forward
The executive committee of the Baylor Alumni Association (BAA) board of directors has recommended that the membership approve a transition for the organization.
After much discussion and deliberation, the committee voted unanimously to recommend a plan to create a new, independent Baylor Line Corporation that will publish the Baylor Line magazine and the Between the Lines e-mail newsletter, maintaining the editorial independence of the publication, while dissolving the BAA as a 501(c)(3) organization, allowing the remaining programming operations to integrate with those inside the Baylor Alumni Network or other university departments.
A called meeting of BAA members will occur on Saturday morning, September 7, in order for the membership to vote on approving the new plan.
In the coming weeks, the BAA will provide additional information to members, including the text of the entire transition legal document and other pertinent documents. A special issue of the Baylor Line will be sent in early August, containing more detailed information about the transition plan. Because of the short time span, most other information will come to members via e-mail.
In the coming weeks, the BAA will establish a forum for discussion on our website, BaylorAlumniAssociation.com.
BAA board of directors president Collin Cox ’97 has provided more information below in a letter to the membership.
Dear BAA Members,
For the past year, three representatives of the Baylor Alumni Association (BAA) and three Baylor University regents have had extended discussions about a path forward that would resolve past disagreements and unify the Baylor family. On May 31, the BAA executive committee and university representatives agreed to several changes to the relationship that will provide Baylor alumni with an independent voice, outside of university control; create an Alumni Advisory Board (including many current BAA directors) within the university, allowing our representatives to become involved with the university’s alumni outreach efforts; and place the official alumni engagement responsibilities within the university, eliminating duplicative efforts performed by both the BAA and the university.
These changes would be implemented through a series of legal agreements that must be approved by a two-thirds vote of BAA members who attend a meeting on September 7, 2013. Among those changes is the issuance of a license from the university to a new entity, the Baylor Line Corporation, which will be an independent 501(c)(3) organization, governed by its own board of directors. The Baylor Line Corporation will publish the Baylor Line independently from the university, as the BAA does now.
This is a profound moment of decision for the BAA. Change can be difficult, but your executive committee believes this is the best course of action for the BAA. We have consistently reaffirmed the core principle of alumni independence for the university we all love. We now have the opportunity to solidify that independence, while simultaneously contributing meaningfully to a fully cohesive set of alumni programs that will help bring Baylor President Ken Starr’s vision of Baylor alumni outreach to reality. We want you to have all your questions answered and expect a spirited conversation about these matters over the months leading to the September 7 meeting. But your executive committee firmly believes these steps of action—reached after a year of debate, compromise, and, finally, breakthrough—are worthy of your support, which we will request in due course.
Through the initial process of communicating with our board members and other key constituents, we have encountered—of course—a lot of questions. I’ll try to address those heard most frequently, but I look forward to hearing from more of you.
What legal documents have been signed?
The BAA executive committee, the regents, and Baylor President Ken Starr have signed a Transition Agreement that endorses the general principles outlined above. The Transition Agreement recognizes that these actions would not be effective, however, until the BAA membership votes on September 7.
What will happen on September 7?
The BAA will convene an all-member meeting to discuss these changes, the process that generated the legal documents, and the BAA’s options going forward. At the end of that meeting, after we have satisfied all the questions we can, we will call for a vote on these measures.
Who can vote at the meeting?
Only active members of the Baylor Alumni Association may vote. That includes life members and people at all levels of annual membership. If you are an annual member, you might need to check your renewal date in order to ensure eligibility to vote. You can check your membership status by calling the BAA at 254-710-1121 or 1-888-710-1859 or by sending an e-mail to Tessa@BaylorAlumniAssociation.com.
What would happen to the BAA after September 7?
If the changes are approved, a new legal entity—the Baylor Line Corporation—would be created. After the name “Baylor Line” is licensed to the Baylor Line Corporation (along with certain associated trademarks and other assets), the BAA would dissolve as a legal entity.
What happens to BAA directors?
BAA directors will have three options: (1) they may serve on the board for the new Baylor Line Corporation, which will be independent from the university; (2) they may serve on the Baylor Alumni Advisory Board (BAAB), a group of alumni who will help the university’s alumni engagement efforts; or (3) they may choose not to serve in either capacity. The university has invited every BAA director to serve on the BAAB. We have asked our directors to consider serving the university in that capacity or to serve on the Baylor Line Corporation’s inaugural board of directors.
What happens to BAA staff?
Eligible BAA staff members will have the option to become Baylor University employees, with the associated benefits. For those staff members who ultimately join the Baylor Line Corporation, the university will “lease back” those employees to the BLC, with the BLC paying all salaries and benefits.
Are there other staff changes?
Yes. Before these agreements were reached, Jeff Kilgore, our long-serving executive vice president and CEO, agreed to join the Texas State Technical College system as a vice chancellor later this summer. This is an exciting move for Jeff and his family, which allows him to stay in the Waco area. We are immensely proud of him and his team for their hard work, which made these agreements possible.
Who negotiated for the BAA?
The committee for negotiations with three regents during 2012 and 2013 included Judge Elizabeth Coker (BAA board president for 2012-13), Si Ragsdale (then BAA secretary), and Kyle Gilley. When I became BAA president on
June 1, I was involved in the later stages. The committee was assisted by Mike Bourland, who functioned as legal counsel. Mike has ably served various constituencies within the Baylor family over the past forty years, including serving as lead outside counsel to Dr. Reynolds during the 1990 charter change.
What other organizational changes will occur?
Each year, the regents now will include a non-voting member jointly approved by the Baylor Alumni Advisory Board and the university. This person will participate on the Alumni and Constituent Engagement Committee. The BAA never has had a participant in regent meetings.
What will happen if the BAA votes against the proposal?
The university has issued the BAA a notice of unilateral termination of several legal agreements, including the 1993 license agreement and the 1994 agreement concerning the Hughes-Dillard Alumni Center. These terminations will not occur if the BAA votes for the proposal. If the BAA does not vote for the proposal, both sides face an uncertain future and the distinct possibility of litigation.
What will happen to the Hughes-Dillard Alumni Center?
Baylor’s plans for the new on-campus football stadium provide for a pedestrian bridge to be constructed where Hughes-Dillard is currently located. Baylor owns, and has always owned, both the land and the actual building. It has provided the BAA the right to occupy the building unless “it needs the land on which the center is located for its purposes.” Because Baylor has asserted this need, the Hughes-Dillard complex will be demolished. We will move out of Hughes-Dillard by July 3. Baylor will pay for the BAA’s move into temporary facilities in Robinson Tower, and, ultimately, for the Baylor Line Corporation’s move to permanent facilities. The facilities provided the Baylor Line Corporation must be in the same facility as those of the appropriate university vice president for communications functions. All assets inside the building remain property of the BAA, pending transfer to the Baylor Line Corporation. We will take scrupulous care of those possessions, which in many instances resulted from generous alumni gifts.
What happens to donations to the BAA?
Where donations were intended to support the independent voice, those donations will be transferred to the Baylor Line Corporation. Where donations were provided for scholarship purposes, those funds will be transferred to the university for scholarship distribution.
What will the Baylor Line Corporation do?
It will continue to maintain the high standards of the Baylor Line and to provide a holistic analysis of matters facing Baylor and higher education. It also will publish Between the Lines and have an online presence.
What should the members do before the September 7 meeting?
Ask questions. Familiarize yourself with the details of the proposed changes. Seek out the opinions of others and share yours. And check on your membership status.
What will happen to life memberships in the BAA?
We anticipate that all life members of the BAA will continue to receive the Baylor Line magazine produced by the Baylor Line Corporation as lifetime subscribers.
We are grateful for your time, talents, and support of the Baylor Alumni Association. These are significant changes for our organization, but we firmly believe them to be in the best interest of the Baylor community, as we advance the cause of Christian-based higher education. We look forward to the discussion that will follow.
Collin Cox, 2013-14 President
Board of Directors
Baylor Alumni Association
**For more information and to see the above mentioned documents, please visit: BaylorAlumniAssociation/TransitionAgreement