After nearly three years of conflict, Baylor University and Baylor Alumni Association (BAA) announced the settlement of all claims in their pending lawsuit on Tuesday.
The University and the BAA have come together to advance "a bold, forward-looking agreement that aligns support for Baylor students and engagement with all alumni."
“The ultimate goal of both University and BAA leadership has been to bring about a unified effort among all members of the Baylor family to continue to move Baylor forward in a positive direction,” said Baylor President and Chancellor Ken Starr. “This agreement, with its emphasis on cultivating strong relationships between all alumni and their alma mater and its firm commitment to support student scholarships, is the remarkable result of diligent work by a group of dedicated servant leaders, for whom we are deeply grateful.”
In a statement, Baylor says agreement includes the following elements:
- Baylor University will continue to operate its comprehensive outreach, events and engagement programs for all alumni, parents and friends across the United States and around the world through the Baylor Alumni Network.
- The Baylor Alumni Association will remain an independent not-for-profit entity and will change its name to one of several options to be presented to the BAA board, likely the Baylor Line Foundation.
- The Baylor Line Foundation will continue to publish the Baylor Line with editorial and operational independence.
- The Baylor Line Foundation will focus its fundraising efforts towards student scholarship funds and will host activities and events that support its membership and purpose.
- Baylor University will make a monetary contribution to the Baylor Line Foundation, which may be used in any way that furthers the organization's charitable purposes.
“The BAA is proud of its 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,” said Tom Nesbitt, B.A. ’94, president of the BAA.
The agreement will provide for the addition of three alumni-elected members to the Baylor Board of Regents.
The first three Regents (serving one-, two- and three-year terms) will be agreed upon by both parties and appointed to the Board in June 2016. In 2017 and in each year following, all University alumni will be invited to participate in annual open elections that determine new alumni-elected members of the Board of Regents.
The first alumni-elected Regent to replace the one-year appointee will be seated in June 2017.
“Over the past four years, the Baylor Board of Regents has expanded its membership by including a representative from the Baylor Bear Foundation and the Baylor ‘B’ Association, two student Regents and a faculty Regent. This diversity of perspectives has enhanced our conversations on a variety of topics. The majority of Regents are also alumni, and we value that distinct perspective and look forward to welcoming these alumni-elected Regents to the work of the University,” said Richard Willis, B.B.A. ’81, M.B.A. ’82, chair of the Baylor Board of Regents. “I add my gratitude to all the individuals who worked so thoughtfully and deliberately on this agreement.”
Letter from Baylor Alumni Association:
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
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 theBaylor Line magazine with editorial and operational independence bolstered by an agreement more solid than the current license agreement.
Under the settlement agreement, the BAA will change its name to one of several options – probably The Baylor Line Foundation — and will not hold itself out as an “alumni association.” But this agreement also ensures that the thousands of proud alumni who have purchased Life Memberships over the years will continue to receive the benefits that come from that long-term commitment, including their lifetime subscription to the Baylor Line.
The settlement agreement will also usher in a new era of governance at Baylor University. Under the agreement, all Baylor alumni will now have the right to vote in elections to name three members of the Board of Regents to full voting seats. Never before in Baylor’s history have the alumni had the right to directly elect members to the Board of Regents. These new Alumni-Elected Regents will have the same rights and duties as all other voting regents, and will bring fresh, new ideas and opinions to the Board – something we believe is critical to a healthy and successful Baylor going forward.
The first three Alumni-Elected Regents will be selected by consensus of the BAA Board and the Baylor Board of Regents to serve staggered terms of one, two and three years. As each term expires, all Baylor alumni will vote to elect the Regent who will serve a three-year term. Each Alumni-Elected Regent will be eligible, like other Regents, to serve three consecutive terms. The settlement agreement provides that this alumni-election process will remain in place for at least 20 years. Alumni-Elected Regents can be removed only for cause and will have a right to submit unfair removal to an arbitration panel. This ensures that the Alumni-Elected Regents do not serve at the pleasure of the other Regents, but remain accountable to the Baylor alumni who elect them.
Finally, the University will pay the BAA $2 million to use in any way that furthers the organization’s charitable purposes, including awarding scholarships, publishing the Baylor Line, securing a new location for our headquarters, and communicating with alumni. In exchange, the BAA will waive its rights to a replacement for the Hughes-Dillard Alumni Center, which was razed by Baylor in the summer of 2013.
As a next step, the BAA plans to submit a name change and other changes to align the BAA bylaws with this new era of cooperation with Baylor to a vote of our members. More information about voting, including electronic voting, will be coming to you shortly.
If for some reason the parties cannot agree on the initial three Regent selections, the settlement will be void. Also, if BAA members reject the BAA’s new name, Baylor will have the right to render the entire settlement agreement null and void.
The BAA is proud of its long and storied 157-year association with Baylor University. With this lawsuit behind us, we look forward to ushering in an exciting new chapter for our members and for Baylor, an institution we all hold dear. We are eager to move forward together – united as one Baylor family.
Sincerely,
Tom Nesbitt ‘94
President
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