Aug 23, 2010

Board of Trustees amends Shimer charter to allow simple majority to elect new trustees

At a special meeting of the Shimer College Board of Trustees this morning, August 23, which had not been publicly announced, the Board voted to amend the Charter of the College—not the Bylaws of the Board--so as to give a simple majority of the Trustees the power to elect, or remove, members of the Board. The Board Bylaws require a 2/3 majority for election or removal, as well as for amendment, but the Charter, also known as the Articles of Incorporation, can be amended by a simple majority and takes precedence over the Bylaws.

The vote was 17 in support of the amendment and 11 opposed. One additional opposition vote by proxy was ruled out of order and not counted, but recorded in case of judicial overrule. Four affirmative votes (from four internal Trustees) were challenged by the opposition but the challenge was ruled invalid by the Chair, though the challenge was recorded.

In a meeting that, though still emotional, was mostly legalistic and far less heated than the May meeting, there were numerous parliamentary and legal challenges to the amendment, the voting, and the proceedings from the “Executive” party, besides the two mentioned above. In general, the objectors promised litigation to annul the amendment. I understand that a court injunction had also been sought to prevent today’s meeting from taking place.

No other action was taken by the Board at this meeting. As I understand it, the Nominating Committee, with the support of the Executive Committee and the “Constitutionalist” party, plans to proceed to the nomination of new Trustees for election according to the amended Charter, including some of the candidates last year’s Nominating Committee declined to nominate. Two Constitutionalist Trustees who were not re-elected at the May Board meeting seem likely be nominated and some new candidates have been proposed. There are no immediate-term plans for the majority to use its new power to remove Trustees.

In my opinion and speaking strictly for myself, I think that the objections raised to the amendment and the proceedings by Executivist trustees were weak, and that the responses to the objections by the Chair and by other Trustees were strong and well informed. Yet again, the Trustees who have been attempting to end constitutional governance at Shimer have neglected to do their homework and shown little understanding of our college, its constitutional documents, and even of the law. When the vote of student representative Trustee Heath Iverson was challenged on the ground that he has graduated, Heath was well prepared with a response, which the Chair endorsed. I am personally gratified that, after the votes of the two Faculty trustees were challenged on the grounds of conflict of interest, when I asked Trustee Frank Buckley “what exactly is supposed to be in conflict with what?” he was unable to give a direct answer.

I am posting the preceding because I believe that Shimer students and alumni, who have given so much in various ways during this civil conflict, are entitled to being kept informed. I do ask that you all use discretion and judgment in relaying what I have written, that you bear in mind that Shimer is in the midst of litigation, and that you contact me or other internal Trustees before in any way taking this news to the general public.

Albert B. Fernandez

Faculty Trustee

Speaker of the Assembly