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Law, culture, and Catholicism...up in smoke!

Tuesday, March 06, 2007

Open Letter from Some Alumni to Alumni Association President

March 6, 2007

Dear Alex,

It is with great sadness that the undersigned are writing this open letter to you regarding the issues facing our Alma Mater. On behalf of the Alumni Community, and the mission of the school, it is our request that you resign your position as Alumni Association President effective immediately.

We would like to preface our remarks by stating that all three of us, individually and collectively, have a great respect for you, your faith, your commitment to the Church and your commitment to the unborn. It is our hope that you understand that we consider you a respected and valued colleague as we engage the world on behalf of Christ and His Church. However, it is our belief that with regards to the issues facing the community, a change in leadership is required.

The mission statement of the Alumni Association reads as follows:
"The Ave Maria School of Law Alumni Association is dedicated to serving Ave Maria School of Law alumni and helping the School achieve its unique and authentically Catholic mission. The Association cultivates allegiance to the natural law, the rule of law, and professional responsibility. The Association integrates faith with reason, scholarship with practice, and career with creed."
"The Association fosters communication, fellowship, and mutual assistance among School alumni and with the School community. The Association also plays an integral role in recruiting qualified students, mentoring and placing students and graduates, promoting financial support of the School, and establishing scholarships and grants. None of the Association’s goals and activities shall conflict with the teachings of the Catholic Church."

Your Candidate Statement for office for the most part restated paragraph #2 of the Alumni Association Mission Statement. However, it is apparent that the recent actions taken by yourself in you capacity as Alumni Association President have rendered you unable and/or unwilling to fulfill your fiduciary duty to the Alumni of Ave Maria School of Law.

GRIEVANCE I: The Press Conference
On February 20, 2007, when Dean Dobranski announced that Ave Maria School of Law, by its Board of Governors, had voted to move to school to Florida as of 2009, you traveled with the Dean to announce the move at a press conference in Florida. Thus it is clear that you had a certain degree of "prior notice" that the vote had taken place. Gerry Bradley indicated that the actual vote took place on February 17, 2007. Whether you knew from that date, or 24 hours prior is somewhat inconsequential.

The fact is you knew about the decision in time to clear off your Tuesday work schedule and travel to Florida. In the interim you failed to contact the Alumni Board and schedule a "closed" meeting to discuss the vote. Further, you communicated nothing to the Alumni at large. Instead, you chose to travel to Florida, in your official capacity as President, to lend your public support and the apparent support of your office to the Florida venture. You did this without any concern for the mood, feelings and opinions of the Alumni. You also did this without any attempt to ascertain the mood, feelings and opinions of your constituents. This was a blatant neglect of the duties of your office.

In Florida you played a key role in a press conference to announce Ave Maria School of Law's Relocation to Collier County. At that time you were introduced to the Media as "Ave Maria School of Law Alumni Association President, Alex Vernon." Your appearance at that press conference, and for all related press, was in the capacity of your office. When questioned about the Alumni Board's emergency resolution which "condemned" the decision to move the school, Naples News reported, "Alumni Association Board President Alex Vernon said the released statement doesn't reflect the opinion of everyone on the board. Vernon said the decision to relocate is in the best long-term interest of the school." While true that the released statement does not reflect the opinion of each individual member of the Alumni Board, it does represent the official position of the board. Your statements clearly minimized the official statement presented by the Alumni Association, and accordingly, minimized the Alumni themselves. You did not make one attempt to state, "I am making these comments in my personal capacity." This was a blatant neglect of the duties of your office.

To be clear, when you appeared in you capacity as Alumni President, you were representing the undersigned to the Florida media and to the world. You chose through that representation to ignore and minimize the sentiments of the undersigned, and the sentiments of a majority of the Alumni community regarding this decision. In fact, your actions were "under the cover of secrecy and in direct conflict with the wishes of at least some of the Association's members." (see Alex Vernon and Brian Hoeing Memorandum, April 2006.) You should have acknowledged the Alumni Statement, which you were aware of, as well as the fact that many Alumni, and most likely a majority of Alumni, disagree with the move at this time.

GRIEVANCE II: Mischaracterizing those who Object to the Move
We would like to further object to the implications emanating from your statement given at said press conference. At that time your words indicated that you thought all alumni should support the move, and in not supporting the move, alumni would not be in support of the school's success and mission. The message from your statement was clear, all who support the mission of the school, will support the Law School's relocation. This is patently offensive, and unsupported.

How dare you portray those who would oppose the decision as being "Anti-Mission." Your statements and implications were extremely offensive, and beneath you as a person who we had come to respect. Further, those comments were destructive to the community. Many students and Alumni are extremely supportive of Mr. Monaghan, Ave Maria Town, and Ave Maria University. However, many of those same students do not believe that a relocation of the Law School is in the best interests of the Law School. To imply that those students are "anti-mission" is irresponsible and divisive. A member of the Ave Maria community can have serious objections to the move, or the timing, or any related issues, and still be in favor of the mission.

GRIEVANCE III: Subsequent Evasion of the Alumni Board
A second emergency meeting of the Alumni Association Board was held following your return to Michigan. You failed to appear for that meeting. Given the magnitude of the Board of Governor's decision, and your comments in Florida on behalf of the Alumni, the fact that you refused to call for an emergency meeting, and the fact that you refused to appear for two (2) emergency meetings called, such actions were a blatant and egregious neglect of the duties of your office. As Alumni Board President, it was incumbent on you to foster communication between your constituents and the Board of Governors, as well as to make yourself available to your constituents and fellow Alumni Board Members.

GRIEVANCE IV: Objection to the Alumni President’s Authority to be supportive of the move at this time
Moreover, there are serious questions as to whether you were even authorized, under the Mission Statement of the Alumni Association and under the bylaws, to appear in your official capacity and be supportive of the move. As stated earlier, the Mission Statement of the Alumni Association seeks to promote financial support of the school. In that light, we would like to point you toward the following statements made by Mr. Monaghan in the February 19 and 26 issue of the New Yorker:

"[Monaghan] acknowledged that there had been problems in Florida, partly of his own making . . . It had been harder to attract donors than Monaghan had hoped." (page 89.)
"In a series of conversations Monaghan seemed to betray a hint of despair, once describing the project as ‘nothing but a hole for money,' and again as 'a short term disaster." (page 89.)
"Meanwhile, rising constriction costs – owing to a building boom in China and to post-Katrina reconstruction of the Gulf Coast – had made the project more expensive than Monaghan had magined. He told me his foundation did not have an endless spigot. 'That’s all going to dry up,' he said. 'I've got a real tough period between now and when the dividends start coming from the town. That's 2010. I've got a real squeeze between now and then." (page 111.)

Mr. Monaghan, by his own admission, seems to indicate tough financial times until 2010, when the dividends start coming in. With Ave Maria scheduled to move to AMT in 2009, that means that the Law School would have to deal with transition costs, the costs of attracting students, the costs of attracting new faculty in 2009, and the costs of construction of the law school, all during the time period that Mr. Monaghan is having a "real tough period" financially. Please note, that this time period would presumably include the time frame in which Mr. Monaghan referred to the Florida project as a "short term disaster."

Put plainly, while it is debatable whether the move to Florida is beneficial for the Law School in the long run, what seems clear is that the best interests of the Law School mandate waiting until the dividends return on the AMT project before moving. Put another way, it is impossible to decipher how the best financial interests of the Law School are furthered by attaching itself to a "short term disaster."

The prudent decision, it seems, would be to wait for the Ave Maria Town project to stabilize before the school considered a move. We do not believe that the Alumni Association President is authorized to support, on behalf of the alumni, entanglement with a "short term disaster."

GRIEVANCE V: Further Objection to Alumni President’s Authority to Publically support the move in his Offical Capacity
What's striking about this decision, is the amount of due diligence that has not occurred in preparation for this move. It is imprudent at the very least for the Alumni Association President to be supportive of a move with so much information unavailable. Outstanding are:

-Assessments of the costs of a move/transition and analysis as to how that will effect the move during Mr. Monaghan's "dry period."
-The lack of concrete financial numbers/expectations/projections for Ave Maria Town.
-The absence of an analysis of the long term viability of the Ann Arbor Campus compared with the Florida Campus in the Feasability Survey.
-The absence of a proper survey as to the effect of this move on ABA accreditation, the likelihood that accreditation will be lost/reverted, what impact that will have on an applicant pool during the school's transition and how long it will take to recover. (We are, in particular, interested as to what due diligence research you have done regarding similar moves and the ABA's response. Penn State University recently purchased Dickinson School of Law. In the capacity of your office have you contacted any Alumni, Students or Faculty at Dickinson School of Law to inquire as to the status of the ABA's acquiescence to any proposed move? What makes you think the ABA would react differently for Ave Maria?)
-The absence of a concrete contract/agreement protecting the Law School’s independent interests.

GRIEVANCE VI: No Feasibility Study has said the move is a good decision
As you recall, the Deans Read and White Feasibility Study was supposed to be a continuation of the original Feasibility Study conducted by JP Lord and Associates. The JP Lord Feasibility Study noted three things which are of significant import, the high level of anxiety regarding being affiliated or linked to Ave Maria University, the necessity that the Law School receive the acquiescence of the American Bar Association and the Law School’s inability to transfer its intangible qualities (i.e. its identity) without the support of the faculty.

For some inexplicable reason the Law School decided not to use JP Lord and Associates for the Updated Feasibility Survey. This update, conducted by Deans Read and White, was initially submitted to the Board of Governors, who found said feasibility survey to be insufficient, and requested they resubmit it with various unknown corrections.

The Deans Read and White Survey concluded as follows, "As your consultants, it is our belief that a physical relocation of the School is in fact feasible. The real decision however is whether or not a relocation is wise." Deans Read and White go on to avoid making a determination as to the best longterm interests of the school to the Board of Governors, without providing any in depth analysis for same.

Further, the Deans Read and White Survey did not address the impact of affiliation or even unofficial connection to Ave Maria University, which as understood, is an unaccredited institution as of today's date. Additionally the Dean’s Read and White survey did not address the honest likelihood that a majority of the faculty will not move to Florida.

Finally the Deans Read and White Survey had the following to say regarding ABA Accreditation:
"If the Board determines to move the school, this decision would constitute a major change that must be reported to the ABA." "It is clear that either the proposed relocation or, for that matter, a decision to remain that would involve a major financial change of circumstances, would be considered a 'major change' by the ABA." Deans Read and White went on to say, "Specifically, 'A change in the location of the school that could result in substantial changes in the faculty, administration, student body, management of the school' is considered a major change that requires advance ABA approval. When the Board reaches a decision we recommend a personal conference with the ABA Consultant prior to formal 'major change request.' Because such requests are rare, such a personal meeting could help in determining how best to prepare and submit the school's 'major change proposal." (emphasis added.)

So what have Deans Read and White told us: 1) The relocation to Florida IS a major change under ABA standards; 2) remaining in Michigan COULD be a major change if there was a major financial change in circumstances; and 3) that the school should speak with an ABA Consultant.

However, the fact that Deans Read and White proceeded to not explore the financial wellbeing of the school were it to remain in Ann Arbor only serves to prove the insufficiency of the Feasibility Survey.

The Law School did not pay Deans Read and White to tell us to get an ABA consultant, they were supposed to be the ABA consultants. The Alumni did not elect you to support such unsubstantiated and conclusory material.

Accordingly, your statement to the press that this move is in the long term best interests of the Law School is without support from the Deans Read and White Survey. Further, the Deans Read and White survey confirms that this relocation is in fact a "major change" under ABA standards. Finally Deans Read and White note that any "major change" must require "advance" ABA approval, something which we do not have. Therefore, public comment at a press conference in support of such a move, in light of the above, is a neglect of the duties of your office.

GRIEVANCE VII: The Law School has lost Bargaining Power
We would like to address the bargaining power lost by the Law School as a result of the move.
For the sake of argument, we will use an analogy:

Let's say you owned a Business. Your business was currently located in a high traffic/high volume location and was just beginning to flourish. Let’s further say that a wealthy land developer comes to you and says "I am building a town, and I want your business to be a part of it. I promise you I’ll give you great perks, and eventually, the town will be bigger than the one you are in now." Faced with that proposition, what would you do? If it were our business, and I assume you would do the same, we would do the following:

- Do a comparative analysis of your projected financial gain in the current location, vs. projected financial gain in the new location.
- Do a thorough analysis of any short term losses your business would incur in undertaking a move, and the prospects of bouncing back from said losses.
- Assess the costs of moving/transition.
- Enter into a contract with the land developer specifying the benfits and perks you will receive,
outlining what your rights will be, and protecting your assetts.

We would not move my business absent a concrete contractual agreement outlining our rights, responsibilities, perks and benefits, and we think you would do the same. However, this has not been done with regard to the Law School. The press release provided on the school's website states in part, "Although not affiliated with Ave Maria University, it is anticipated that the law school will enjoy mutually beneficial relationships with the University and the new town of Ave Maria." (emphasis added.) The whole essence of objection to the Florida move is on the basis that AMSOL and AMU are separate entities, with separate interests, despite having the same mission. However, a pre-mature vote to move suggests conflating AMU and AMSOL's interests, which would be in violation of the AMSOL Alumni Association's Mission and bylaws, which flow from AMSOL as a Michigan incorporated entity. Put plainly, the process that we or you would undertake for a personal business is being set aside on the basis of Mr. Monaghan's "assurances" with no concrete agreement.

Let's be clear, AMSOL does not need AMU, AMU needs AMSOL. Were AMSOL to hold out on such a move, it could essentially bargain the best financial deal possible, even open up the bargaining to other Universities to get the best financial agreement for the school. Who knows what AMSOL could have gotten? It is possible that AMSOL could have gotten 50% of the revenues from the AMT venture split evenly with AMU. Such an agreement would allow the school to host high profile academic seminars, hire equally qualified replacement faculty for any of those who choose not to go to Florida, and perhaps even be able to completely subsidize the entire student body. The latter would be truly an outgrowth of Catholic Social Teaching.

However, now that the decision to move have been made, the Law School has lost all bargaining power. If AMU/AMT/Barron Collier were to say to the Law School that their funding would be provided on an "as needed basis" the Law School would have no recourse to get a better deal. What would the Law School do, vote to move back to Ann Arbor? So what is lost is the Law School's ability to protect and maximize its own interest. This loss is immeasurable, contrary to the mission of the school, and a violation of the fiduciary duty of a Board to its corporation under relevant business corporation law. The loss of bargaining power means that the Law School is actually worse off financially today, than it was on February 16, 2007. Support of same is a neglect of the duties of your office.

GRIEVANCE VIII: The President's statements were made without knowledge of all the facts
Last Fall Mr. Monaghan requested that Col. Falvey provide an assessment of the long term viability of the Law School in Ann Arbor. In December of 2006, Col. Falvey submitted this report to the Board of Governors for consideration, and dissemination to the AMSOL community. Col. Falvey's report (hereinafter "The Falvey Report") stated, that if the school were to remain in Ann Arbor, under the same fiscal plan that it proposed to the ABA in its self study and application for full accreditation, it would be able to survive on its own by the Fiscal Year 2010. The Falvey Report also noted some possible ways to address the relocation of AMSOL, notably, beginning with a Satellite Campus while AMU gets on its feet and the AMT project stabilizes.

It has come to our attention that you have refused to read said report, as it was disseminated on the internet at www.fumare.blogspot.com. Regardless of the legitimacy of the dissemination of the Falvey Report, it is troubling that you could proclaim the relocation of AMSOL to be in the best interests of the law school, without having read the report as to whether the school could survive on its own in Ann Arbor. Especially considering that the Deans Read and White Survey noted that such an inquiry was vital to any determination of the merits of a proposed relocation.

Such willfull refusal to properly inform yourself as to the issues facing the community is extreme derrelict of the duties of your office. Moreover, to comment on the subject after said willful refusal to inform yourself, is beyond inexcusable. And to do all that while speaking in your official capacity on behalf of all alumni, is ignominious.

GRIEVANCE IX: We do not believe the President is acting on behalf of the alumni
We would like to reference a post you placed on the Class of 2005 Google Group in defence of the April, 2006, Memo in which you criticized the Alumni Board's Vote of No Confidence in Dean Dobranski. At that time you stated the following, "According to its Bylaws [The Alumni Association Board] is subject to the Dean and the Board of Governors. I would be fully supportive of a decision by the Dean and Board of Governors to suspend the Alumni Board if they do not cease and desist from their activism."

The undersigned had originally taken those comments to be a show of your strong opposition to the Alumni Board's decision. However, in light of recent events, those words cane be taken to mean that you do not believe the Alumni have their own interest in the mission, separate and apart from the administration. Such a belief, in our opinion, renders you unable to perform the duties of Alumni President.

GRIEVANCE X: It has been two weeks since the announcement, and not a word from the Alumni President to his constituency
We have gone two weeks since the Board of Governors announced their decision to relocate Ave Maria School of Law to Florida. In your official capacity as President of the Alumni Board you appeared to address the Florida Media the day of the announcement. You have not once addressed your constituency in the two weeks following the announcement. This is inexcusable.

Further, it has come to our attention that you have penned a letter to prospective students written on Alumni Board letterhead, signed as Alumni Board President, which is supportive of the relocation. If true, this act is in direct contravention to the official position of the Alumni Association Board, and is a willful attempt to veto, discredit and override the official position of the elected representatives of the Alumni.

Earlier we referenced contracts, agreements and information that we currently do not know/have regarding the relocation of AMSOL. It has crossed our minds that perhaps the Dean has made privy to you various information that the general community does not have. If such is the situation, then, in our view you have performed an even more grievous neglect of duty by failing to share that information with the Alumni Board, at the very least.

It is our hope that you accept this letter as coming from my genuine interest in the future, and what is best for Ave Maria School of Law. This letter has been forwarded to the community at large in hopes that it will foster a dialogue as to what our role as Alumni is during this transition.

We do believe that the divisive nature of your Presidency, albeit short, and lack of communication from you to your constituents and fellow board members, has not been beneficial to the community during this crucial time.

Accordingly, the undersigned are requesting that you resign your office forthwith. Additionally, we are requesting that you apologize for and retract your statements from the press conference which implied that being anti-relocation is equivalent to being anti-mission.

We pray that the future of the Law School follow the will of Jesus and that His Mother Mary protect the Law School and guide us through these difficult times.

Very Truly Yours,

Charles Mailloux '05
Mark Barrett '05
Charles Pavlick '05