Report Of June 2nd Steering Committee Meeting

Dear Board Member: In December the board discussed the possibility of enlarging the membership by including categories of individuals not currently eligible. A variety of options were mooted including the admission of K-12 teachers, lawyers, and other varieties of laymen, perhaps as associate members without voting rights. I noted that we already have full members without academic qualifications but with strong academic-reform interests, who have been admitted from time to time where we thought such memberships would serve the interests of the organization. The board discussion was preliminary and a decision was made to refer the matter to the Steering Committee for further deliberation when it convened for its mid-year meeting. The Steering Committee was also charged with doing a midyear assessment of the NAS’s financial position. That meeting took place on June 2nd. Except for Evelyn Avery who was ill, all the Steering Committee members were present. Board member Jay Bergman also attended. Much of the meeting was devoted to discussing the organization’s budgetary situation which remains challenging. Right now it looks as if the NAS’s 2009 budget may be approximately $300,000 in the red when the year closes. A good many other non-profits are in similar or worse condition and we are still likely to end 2009 with about $1,000,000 in our reserve. Obviously, however, this is a rather undesirable situation, and a number of courses of action are now being vigorously pursued to close, or at least reduce, the shortfall. These efforts were described and discussed by the Steering Committee which decided to subject the budget situation to further review in September. Considerable time was also set aside to take up the membership eligibility question. Our bylaws establish the current qualifications for membership. Article III, Section A stipulates that: “Membership in the National Association of Scholars is open to all full-time, part-time or retired college faculty and administrators and active and inactive graduate students who espouse the principles of the Association. Membership is also open in special

cases and upon the determination of the President (subject to review by the Board) to qualified independent scholars.” And, “The Board of Directors can also admit such other persons as they consider desirable to be members of the Association. Admission to membership is subject to the approval of the President, or such other officer or authority as the Board of Directors may wish to empower.” To summarize briefly, the Steering Committee’s deliberations about membership policy revolved around two considerations, both central to the NAS’ future strategy and viability. First, how to better build coalitions with those outside the academy in order to effect change within it. Second, how to develop a secure financial base in a time when traditional foundation support can no longer be counted on to the extent it once was. There was unanimous concurrence on the major points discussed. It was agreed that twenty-two years of experience clearly demonstrated that the academy was unlikely to solve its problems through pure self-correction. While the NAS has had many successes, our original optimism about higher education being brought to its senses simply through rational appeal to higher educators had – to say the least – proved unfounded. Advancing reform, it was felt, would therefore require an increasingly close partnership between academic insiders and outsiders, with the success of the organization ultimately depending on its ability to craft, indeed to become, a medium for that partnership. It was also agreed that the NAS’ fund raising needs entailed a similar kind of tightened alliance. The boards of most non-profit advocacy associations as well as those of colleges and universities, consist largely of individuals of substantial philanthropic clout. While there was no dissent about the necessity of keeping the governance of the NAS predominantly in academic hands, it was felt that donor representation on the NAS board could make a highly salutary contribution to the NAS’ prospects for survival. Article IV, Section O of the bylaws bestow on the Steering Committee the power “to act on behalf of the Board between its

regularly scheduled meetings” It also states that “Any action by the Steering Committee is subject to review by the Board of Directors during (1) regularly scheduled meetings; (2) specially convened meetings ; and (3) through a mailed ballot held at the formal petition (10%) of the membership of the Board and supervised and tabulated by the Secretary of the NAS.” With respect to bylaw amendments the bylaws (Article IX) state that “The bylaws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of directors. Bylaws may also be adopted, amended or repealed by the board of directors, but any bylaw adopted, amended, or repealed by the Board may be amended by the members entitled to vote thereon as hereinbefore provided.” After some discussion the Steering Committee unanimously agreed to recommend to the board that NAS membership be opened to anyone who supported the mission of the organization, “laity” as well as academic. The intent of this proposal is not to alter the academic purpose of the organization but to better forward it through more intimate cooperation between reform-minded academics and sympathetic laity. The NAS has already moved some ways in this direction, for example, via our work with donors at the University of Illinois and through the Argus Project. But so far this has been pursued unsystematically, without the full set of advantages, financial and otherwise, which would accrue from more effective institutionalization – advantages now badly needed for future organizational achievement and viability. The recommended change is obviously an important one, but in proposing it the Steering Committee did not attempt to draft a specific amendment to the first paragraph of Article III, Section A, or amendments to other sections of the bylaws that might also have to be modified (for example, those pertaining to organizational governance) as a result of an alteration in membership qualifications. The board has final authority and these possibilities will need further thought and consideration when it next meets. The Steering Committee did, however, wish to strongly declare its conviction that such a move is necessary, put the question squarely before

the board’s membership and, through its existing authority under Article III, Section A to “admit such other persons as they consider desirable to be members of the Association”, empower the executive leadership of the NAS to take the initial steps to incorporate additional non-academic members into the body of the organization. Peter and I would like to use this opportunity in the following limited ways: 1. To explore the prospects for involving selected nonacademics who could bring to the organization substantial gift giving capacity, and where circumstances seem right, to admit them to membership. This would not only involve discovering persons of this description who might want to involve themselves in our operations, but also entail a consideration of the best modalities for their involvement, such as future board membership, service on special committees or advisory bodies, etc. 2. To ascertain the best means for reaching other potential non-academic members and any new application and vetting procedures that might be useful in bringing them into membership. 3. To examine possible changes in internal arrangement and governance of the NAS that would reflect an altering in the composition of its membership, yet ensure its continuation as an organization faithful to its founding academic ideals and sophisticated understanding of higher education’s predicament. 4. To draft proposals for corresponding bylaw changes to be put before the board at its next meeting. Instead of waiting until the usual December time of our annual board meetings, Peter and I would like to canvass the possibility of a meeting to examine and consider these matters in October or early November. The biggest benefit and attention from these proposed changes are likely to come if we can put them in place by, or not long after, the beginning of the coming academic year – hence our desire to have the board meet sooner rather than later.

In the meantime, the Steering Committee would like the consent of the board’s membership for moving forward according to the plan just outlined. Peter and I understand that the board needs to fully consider the questions involved, and that appropriate bylaw revisions will have to be approved before changes in membership eligibility can become permanent policy. Please give me a call if you would like to talk further about this now. We want to keep everyone in the loop and informed as to how this process proceeds. In any event, an e-mailed reply indicating what we hope will be your consent to the course of action outlined in steps 1 to 4 above, will be greatly appreciated.