Lindsay/Parker v. Shimer Lawsuit Settled Out of Court

From Albert Fernandez:

For those of you who missed President Noonan's announcement at
Sunday's Assembly (about which more below) and for those who want more
detail, the lawsuit brought by Thomas Lindsay and Patrick Parker
against Shimer and several individual defendants (Nelson, Noonan,
Fernandez, Werlin, and Dan Shiner) last May has been settled out of
court. Only the court's approval of the settlement, which is almost
automatic, is yet to take place as of this writing.

The principal terms of the settlement are as follows:

1--The plaintiffs (Lindsay and Parker) withdraw their suit ("forever
waive,release, acquit, discharge, and hold harmless all of the
defendants").

2--Both the plaintiffs and the defendants (us) agree to never again
sue or counter-sue over the matters brought up by the current lawsuit.

3--Plaintiffs agree to never again seek or accept employment or formal
association with Shimer College.

4--Thomas Lindsay is to be paid $80,000.

5--The settlement does not commit the parties to any restriction of
commentary or expression of opinion.

Provision # 2 obviously leaves some room for interpretation, and does
not apply to individuals not named in the lawsuit and not acting on
behalf of Shimer College. Neither does it prohibit legal action in
pursuit of new complaints, including, notwithstanding #5, complaints
for alleged libelous or defamatory statements made after the
settlement by anyone against anyone. The lead attorney on our side has
underscored this possibility and I relay his request that we all be
careful.

Provision #3 does not take away Patrick Parker's status and privileges
as a Shimer College alumnus.

The sum in provision #4 is to be paid not by Shimer College but by the
College's liability insurer. There may still be some cost to the
College in raised premiums--as with no-fault car insurance. However,
I have it from one of the attorneys that the insurer has always
regarded this lawsuit as "frivolous" and presumably not counting as a
basis for increased premiums.

November 14 ASSEMBLY:

Eileen Buchanan and myself proposed an amendment to the Preamble of
the Assembly Constitution that would delete the "subordination
clause," that is, the wording that gives the Board of Trustees
automatic precedence over the Assembly in the event of a conflict.
The idea of striking the clause was first suggested by alumnus Dan
Merchan.

The amendment motion, which required a 2/3 (35 votes) majority to
pass, was defeated. To the best of my understanding, there was no
opposition to the amendment in principle, but enough to defeat it on
the grounds of caution and not being too much "in your face" with the
Board. I will not argue that those who opposed our motion were wrong
to choose prudence in this particular instance (though it will give me
some satisfaction if all you late-night comedians out there make the
most of the fact that this was probably the first motion in Assembly
history to be defeated by a vote of 31 in favor and 22 abstentions).
But I will say that, in the long run, if the endangered species of
education and of community that Shimer represents is to survive, the
community, and especially the Faculty, will sooner or later have to
again conduct themselves as they did last year, and speak assertively
and independently, and not in the language of lawyers and supposedly
pragmatic concerns, but in the language of philosophy and vision. I
may have much more to say about this in an article for
Promulgates.

More Board News

From Albert Fernandez:

As of 5:17 pm CST a total of seven Trustees, all of them supporters of the Lindsay administration, have resigned today [Oct. 15, 2010]:

Joseph Bast, Frank Buckley, Bill Escamilla, Michael McDonald, Kathleen McCreary, Milton Rosenberg, and Bud Vesta.

News from Board of Trustees

From Albert Fernandez:

Today, October 15, Joseph Bast, Frank Buckley, and Kathleen McCreary--all members of the "Executive" party-- resigned from the Board of Trustees. I may later report more details.

Board of Trustees inducts seven new members

At an unannounced meeting of the Board of Trustees
held today, September 27, seven Trustees were inducted into the
Board. The newly elected or reinstated Trustees are Barry Carroll,
Katherine Chappell, Mary Lou Kennedy, Robert Keohane, Peter Hanig,
Sandra Hockenbury, and Linda Levy. The motion, which was to induct
the seven nominees as a single slate, carried by a vote of 16 in favor
and 10 opposed. All of the current internal Trustees took part in the
vote. At the request of Trustee Frank Buckley, it was noted in the
minutes that today's elections may be annulled if last month’s
amendment of the College Charter to allow election by simple majority
is successfully contested in litigation.

The new Trustees are familiar with the College's recent
and ongoing conflict and are expected to support Shimer's traditions
and constitutional practices, giving the "Constitutionalist" party an
ample majority on the Board from this point on. All of the newly
elected Trustees are alumni of the College. The absence from the slate
of Waukegan and recent alumni who were candidates last year but not
nominated at the time may be disappointing to some. It was explained
to me by a member of the Nominating Committee some time before today's meeting that priority was being given to candidates who would be able to provide substantial financial support to the College. Some of the new Trustees have already done so.

Albert B. Fernandez

Faculty Trustee

Speaker of the Assembly

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

Report on the May 27 '10 meeting of the Board of Trustees

From Albert Fernandez:

At today's meeting of the Board of Trustees:

1. A lawsuit was served by attorneys representing Thomas Lindsay and Patrick Parker, who have jointly filed suit against Shimer College, the Shimer Board of Trustees, and against Christopher Nelson, Albert Fernandez, Steven Werlin, Dan Shiner, and Ed Noonan as named defendants. Their aim, according to Parker, is to reverse the removal of Tom Lindsay. (At least as of now, I am not very worried about this lawsuit.)

2. Chris Nelson has been re-elected Chair of the Board.

3. Barry Carroll, Mary Lou Kennedy, and Patrick Parker have not been re-elected to the Board.

4. Marc Hoffman becomes a member of the Board by virtue of position as Assistant Treasurer.

5. Seven Trustees voted against awarding degrees to the May ’10 graduates.

6. There were several heated exchanges.

7. It was reported that the Chicago Tribune has already or will soon be releasing a story on the lawsuit.

Thanks for your service, don't let the door . . .

On May 21, three of former President Lindsay's most loyal Trustee supporters resigned from the Shimer Board. These Trustees are: Matt Franck, Carson Holloway, and Claudia Allums. All three were in the second cohort brought to the Board by Tom Lindsay. Their resignations give the "Constitutionalists" a comfortable majority of 19 to 13 votes on the Board, and virtually ensures the re-election of Board Chair Chris Nelson. It still does not, however, provide the 2/3 majority necessary for inducting nominees onto the Board or renewing the terms of serving Trustees.

Though there's certainly more work to be done, this is another great victory for the College. Keep it up Shimer!

Curious about what the SAA is up to?

As we adjust to the post-Lindsay era, you can follow our work at the link below.

Thank you for your commitment to Shimer and we'll be in touch, as events require . . .

Click here for the Shimer Alumni Alliance Facebook Page

Shimer President "Steps down"

The following statement was released shortly before midnight on the 19th of April, and can be read in PDF at shimer.edu.

Lindsay's eagerly-awaited departure has been noted in the Chronicle of Higher Education as well as many major online media outlets.

This announcement represents the culmination of a struggle which started months ago and upon which Shimer's very identity has been staked. A heartfelt thanks goes out to all those who have worked hard defending our plucky college in this time of great need.

Please stay tuned. There is much left to do to support Shimer now that it is free from Lindsay's influence. We'll have more details to you on this soon.

~~~~

Shimer College President Steps Down

Shimer College, the Great Books College of Chicago, has announced that its 13th president, Thomas K. Lindsay, will be stepping down effective immediately. Long-time trustee Edward Noonan, chairman of Chicago Associates Planners & Architects, has been named interim president until the college undertakes a search for a new president.

Mr. Lindsay accepted the Shimer presidency in June 2008 and assumed formal leadership of the college in January 2009. During his tenure, he brought fiscal responsibility to the college by insisting upon balanced annual budgets and eliminating the college’s trailing deficit. Chairman of the Board Christopher Nelson said, “We are grateful to Tom Lindsay for his financial leadership over the past year and a half and wish him well in his future endeavors.” When asked about the change in leadership, Mr. Nelson said “Shimer continues to face many challenges, but we are fortunate to have an experienced leader like Ed Noonan ready to step in and assist us through this transition.”

Former Chairman of the Board, Edward Noonan is a 20 year veteran of Shimer College and was named Trustee Emeritus in 2000. Said Mr. Nelson, “Ed Noonan is uniquely positioned both as someone who understands the long history of Shimer, but also as someone who understands the necessity of improving the administrative structures within the college. We look forward to Ed working with faculty & staff, alumni, students, and the Board of Trustees to continue the good efforts currently being undertaken by the college administration until we search for our next president.”

Through the years Mr. Noonan has been actively engaged in professional and civic activities at the University of Chicago and throughout the Chicago area. No stranger to the IIT campus, Edward Noonan conducted his graduate studies in architecture under Mies Van Der Rohe. Now a renowned Chicago architect, Mr. Noonan currently serves as Chairman of the Board of Chicago Associates Planners & Architects where he has most recently overseen innovative and eco-friendly development projects for Tryon Farm.

Mr. Noonan is now charged with continuing his recent efforts to strengthen internal structures, reach out to the Chicago community and college supporters, and respond to the new energy of Shimer alumni. “I’m grateful to once again have the opportunity to serve Shimer College. I am looking forward to helping an institution with such a unique and noble educational mission,” said Mr. Noonan.

Welcome to the Shimer Alumni Alliance Information Page!

This is the Shimer Alumni Alliance Information Page, dedicated to keeping the extended Shimer College community updated on news, developments, and events that need to be publicly known. As many of you know, Shimer is facing a grave crisis of ideologically driven mismanagement. Here, we will provide you with:

• An explanation for why you should be concerned
• An explanation for why you should be concerned, NOW
• An archive of relevant documents
  
• Suggestions for how you can help
• Up-to-date information about the unfolding conflict

Please take a little time to learn about what's happening at the College. Shimer needs you now more than ever.

If you would like to stay abreast of this struggle with timely updates, or just want to offer your comments, please contact us at shimeralum@gmail.com.