VMI Alumni File Suit Against Their Alumni Association

PRESS RELEASE

For Immediate Release

Plaintiff Principle contact: Tim Cordle ’79, [email protected], Phone ?(804) 286-2095

For information from the VMI alumni Association (Defendant), recommend contacting Ed Johnson '79 Chief Operating Officer, VMI Alumni Association, [email protected], Phone?703-635-0861 ?

April 25, 2023?

Virginia Military Institute Alumni file lawsuit to regain their Member rights and ensure free and open elections

Virginia Military Institute Alumni Association named in Action Under Virginia Nonstock Corporation Act filed by VMI Alumni charging their Member rights, include freedom of speech and for fair Corporate Officer elections, are being suppressed in violation of Commonwealth law.

Richmond, Virginia – A group of VMI alumni (the “Petitioners”) have filed suit against the VMI Alumni Association, Inc. (the “Association”), a Virginia nonstock corporation organized under, and subject to, the Virginia Nonstock Corporation Act, §13.1-801 et seq (the “Code”). The complaint filed on April 25, 2023 alleges that the Association refused the Petitioners requests for a list or record of the members of the Association that will permit the Petitioners to efficiently communicate with their fellow members of the Association by email, the same vehicle the Association uses, and permits others to use, to communicate with members. The right of members to obtain such a list, and other Corporate records, for just such purposes is guaranteed under §§933 and 845 of the Code. The complaint details that the Association has repeatedly, and illegally, withheld the records from the Members.

The Petitioners’ requests for the members list and records are grounded in §§933 and 845 of the Code that requires nonstock corporations to produce such records when requested by members if they have a proper purpose.?The Petitioners’ proper purpose was based on their need to communicate with the over 20,000 fellow members of the Association in a timely manner because, inter alia, the Association has scheduled its Annual Membership meeting in Lexington, VA on May 6, 2023 during which members will consider, among other things, the election of new members for the Association’s Board of Directors (BOD) in order to fill the terms of retiring directors.?Other reasons the alumni provided to justify release of the list included informing members of acts by the current and previous Board to drastically limit the ability of members to vote for directors that resulted in sharp limits of their voting rights as members. Just a few of these examples include that the Association, without knowledge or approval from the membership, eliminated the right of the Association’s members to vote remotely or by proxy. As a result, wherever they were in the world at the time of the annual meeting, normally only announced by the Association in the local Lexington newspaper 10 days in advance, members were required to travel to be physically present in Lexington in order to vote. Travel to Lexington often comes at great expense, especially on such short notice, and is discriminatory against those members of advanced age, serving abroad, residing in distant states or having a physically debilitating illness.?

The right to vote by proxy or other means of remote voting is common and the rule, rather than the exception, for other alumni associations, including West Point, the Naval Academy, the Air Force Academy, the Coast Guard Academy and VMI’s sister college, the Citadel.?

The actions were taken by the Board without either informing the members of its intention to do so and without subsequently informing them that this action had been taken.?The Board has also violated its own articles of incorporation by taking actions that deprived members of the right to nominate and vote for nominees of the general membership’s choosing for seats on the Board and to remove directors and limit their voting rights in such a manner as to ensure that any votes allowed to be taken can only be to merely “rubber stamp” a slate selected by the Board itself. ?There is not even a provision to vote against this slate.

Mr. Salvatore J. Vitale of Virginia Beach Virginia, Class Agent of the VMI class of 1961, and a Petitioner in the case, likened the dictatorial exercise of power by the Board to restrict alumni member participation in Association affairs “as being a model worthy of even the cruelest and oppressive dictators.”

Although early requests were made on the grounds that the Association was not bound by state law, the Association’s most recent response to Petitioners requests, on advice of its legal counsel, has been to offer to provide a written list of names and physical addresses that would limit the ability to contact fellow members through postal mailings only, after these addresses had been manually converted to a hard copy list provided, to a usable form for addressing correspondence. In addition to being time consuming, this limitation would cost Petitioners over $10,000 per communication to engage the over 20,000 alumni, while the Association enjoys the privilege of using email addresses to contact the same members at little to no cost.

Roots of this dispute go back some years but came to a head at last year’s Association general membership meeting. In response to a number of actions by the Association’s leadership and staff to limit financial and other transparency; deliberately censoring members’ attempts to correspond with other members, and lack of transparency, particularly on financial operations of the Corporation, a large group of members were motivated to attend the April 9, 2022 meeting of the members in-person, The Association’s Members present overwhelmingly voted to remove the existing VMIAA Directors and to elect a new slate of AA Directors (which included some of the AA Directors already in place as of April 8).?The President of the Association ruled the vote out of order and refused to recognize the right of members to vote to remove directors at the annual meeting.?This action was based on a claim that the Association’s Bylaws permit Members to remove a director only at a special meeting called for that purpose.?By this action, the President illegally deprived members of voting rights established by the Amended and Restated Articles of Incorporation of the VMI Alumni Association (the “Articles”).?The question is whether Members of the Association have a right to remove Directors at any meeting, or whether Members can only remove Director(s) at a Special Meeting.?Due to the restriction implemented by the Board requiring Members to be physically present in order to vote, one alumnus travelled from Thailand and another, terminally ill, traveled from the Northeast only to have their votes to replace Board members dismissed. The terminally ill member has since passed away.

Although the Association President announced at the April 9, 2022 meeting his intention to call a Special Meeting to remove AA Directors, when that meeting was convened in June, 2022, again after only 10 days notice in the local Lexington newspaper, the scope of the Special Meeting was limited to only voting on the Associations pre-approved slate of Directors. Members were informed they could only vote for the single pre-selected director for each position and, if the slate is not approved, the existing Board would remain in place – a vote to remove directors was not allowed despite the meeting having been postponed because the President insisted it must be to permit a vote to remove directors.???

After learning the same approach is to be in place for the scheduled May 6, 2023 Membership meeting and, after being denied the right to even nominate Members for the available Regional Director positions, the group determined to obtain the list authorized to them under the law, make the rest of the Members aware of the situation, and move for greater transparency and representation of all Members in their Alumni Association. The Association again refused, in order to retain absolute control of the makeup of the board of directors and thereby evict any participation of the members from fashioning its message and operations.

As one VMI Alumnus summarized it, “This situation started years ago and just got worse behind our backs. We owe it to the VMI Class of ’24 that will soon join our ranks, and to all VMI Alumni, to fix this and ensure an Alumni Association that truly represents the interests of, and is run by, VMI Alumni. The message to the Corps is simple. We have your backs and hope this example inspires you to take back control of your, Ratline, your Class system, your barracks and, especially, your Honor System.

Download a full copy of the Court Complaint at: https://www.protecthonor.com/wp-content/uploads/2023/04/ALUM_VMIAA1S.pdf