Baylor alums lobbying against proposed transition agreement

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Posted: Friday, June 28, 2013 12:01 am | Updated: 3:31 am, Tue Sep 9, 2014.

A group of Baylor Alumni Association members is lobbying the organization’s board of directors to reject a proposed agreement to dissolve the association and turn over most of its alumni outreach functions to Baylor University.

The group, incorporated as Independence at Baylor LLC, argues that the proposal violates a 1993 license agreement between the BAA and the university. The document, the group argues, gives the BAA the perpetual right to perform alumni functions except in the case of a default on its part.

In addition, the group contends that a requirement that the BAA move out of the Hughes-Dillard Alumni Center by July 3 as part of the transition agreement also violates a 1994 contract governing the alumni association’s continued use of the building.

“I’d like to see the alumni association continue to stay in that building and operate under the contracts they have with the university,” said Waco banker Bill Nesbitt, a former BAA president who helped organize Independence at Baylor.

“And if the university believes they have the right to terminate the existing agreements, I think they ought to have to prove that in court. It ought to be up to them to file a suit against the alumni association. I don’t want to see that happen, but what I’d like to see is for the alumni association continue to do business as usual.”

But BAA President Collin Cox said the association’s staff members already have begun moving out of the center. Some of the various artifacts and historical items housed in the building are being relocated to Baylor’s Texas Collection or other campus facilities.

“We are very careful to look to what our contracts actually say and what they provide us,” said Cox, a Houston attorney. “We feel pretty good about the positions we’ve taken. We think it’s in the best interest of the alumni association and the many thousands of people who are members.”

Nesbitt, his son Tom, and seven other BAA members formed Independence at Baylor. They want BAA’s board of directors to vote down the transition agreement and either pursue a different arrangement with the university or continue operating normally.

September vote

The transition agreement was approved by BAA’s executive committee earlier this month, but faces a vote by the full membership Sept. 7. It would see the university manage alumni outreach through its 11-year-old Baylor Alumni Network.

But the agreement would create a new independent Baylor Line Corp., which the university would license to print the Baylor Line magazine that the BAA has published since 1947. It also would create a Baylor Alumni Advisory Board that would include some current BAA leaders, as well as a nonvoting alumni representative on Baylor’s board of regents.

The agreement was touted by Baylor and BAA leaders as an amicable resolution to a decade of tensions between the two institutions, as the alumni association fought to protect its independence. Alumni association leaders worked with Baylor officials for about 10 months to craft the agreement.

“As far as the legal aspects of the past agreements, I can’t speak to those,” Baylor spokeswoman Lori Fogleman said. “I do know that the transition agreement . . . was about moving forward and serving the best interests of alumni and the university.”

Independence at Baylor formed partly in response to a May 31 legal notice from Baylor’s general counsel, Charles Beckenhauer, stating that the university will terminate the license agreement effective Sept. 8 if the BAA rejects the transition proposal.

But Nesbitt said the 1993 license agreement can only be terminated if Baylor finds BAA to be in default, which the incorporated group interprets as providing services that are not of “acceptable and reasonable level of quality.”

The agreement states that Baylor can move to terminate the contract if it gives the BAA a written default notice and allows it up to 120 days to remedy the problems.

The agreement also says that any positions taken by the BAA “(editorial and otherwise) which may be contrary to the administration of the University or its Board of Regents shall not be alleged by (Baylor) to constitute insufficient quality and shall not be grounds for . . . termination of this license agreement.”

Cox referred to the 
May 31 letter as a written notice to the alumni association, but said there was not a separate default notice addressed to the group.

“Baylor’s been very clear about its intention, and that’s why this choice is very important to our membership,” Cox said. “If we aren’t able to effectuate the compromise, it’s going to be a very different world (on) Sept. 8.”

Alumni center

Regarding the alumni center, the 1994 agreement for the building states that Baylor can ask the BAA to move out of the center if it needs the land for a critical use, if no other surrounding land would satisfy that need, and if the university agrees to furnish the association with another building of comparable size and location on campus.

Fogleman said the Baylor Line staff members will be moved to neighboring offices in the Clifton Robinson Tower, where the university’s administrative offices are located. She said there have been preliminary discussions about building a separate facility for the group in the future, but those plans have not been finalized.

Baylor has said the alumni center would block a planned crosswalk that will connect the campus to the new $250 million football stadium being constructed on the opposite bank of the Brazos River.

Nesbitt contends that there’s room around the alumni center to accommodate the crosswalk, so demolishing the building is unnecessary.

“There’s so much room out there in the area where the alumni house is, and it’s just crazy that they have decided that they have to tear it down,” said Babs Baugh, a longtime university donor and part of the Independence at Baylor group.

“The alumni association is being treated shabbily, and it doesn’t make any sense for the university to do that, except for a struggle for power. It is really inappropriate for any university to do that to the alumni that have supported them all these years.”

Fogleman said the university looked at connecting the crosswalk near the Texas Ranger Museum, but the targeted site includes part of the historic former First Street Cemetery and cannot be used.

Another possible site would have been near the Mayborn Museum Complex, but the U.S. Army Corps of Engineers did not sign off on modifications to a canal behind the center that would have been needed to accommodate the bridge.

Nesbitt said while BAA leaders have worked on the transition agreement for nearly a year, the process hasn’t been fully transparent for the full membership, which has led to questions about whether the agreement is the best fit for the association.

Cox said the executive committee plans a series of outreach events to better inform alumni about the agreement ahead of the Sept. 7 vote. Most recently, the board called a special meeting in Waco last Saturday.

“There are people that have differing opinions about what we should do going forward, but what we’ve tried to put forward for our entire membership is a set of agreements that guaranteed the independence voice of the Baylor Line and allows our alumni more chances to serve,” Cox said.

 
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