Who holds the UVa Alumni Association responsible?
by Walter Smith
Who owns the University of Virginia? The answer is clear: as an agency of the state government, UVa belongs to the citizens of Virginia. The governor appoints the members of its board of trustees, the University of Virginia, the General Assembly allocates a large percentage of its budget, and although it enjoys considerable autonomy, the university must respect the rules and state regulations, such as, to name one, the Freedom of Information Act.
But who owns the University of Virginia alumni association — a non-profit entity which, according to its Form 990, has $582 million in assets? And what mechanisms exist to hold the association’s management accountable for its actions?
The answer to this question is less immediately obvious. After digging into the question, I came to the conclusion that the alumni association is not accountable to anyone – certainly not to UVa alumni. It is led by a self-perpetuating clique, which is free to indulge its largely unchallenged decidedly ideological preferences. Transparency is minimal. and most former students are clueless.
The UVa Graduate Association is not unique in this regard. My findings probably apply to alumni associations across the country and, indeed, to most nonprofits in general. The story of how tax-efficient and irresponsible nonprofits wield extraordinary influence over our society is one of the great untold stories of our time.
Governance. Who controls the money and influence wielded by the UVa alumni association through its alumni events, glossy magazine Virginiadigital news and waiver of fundraising proceeds and endowment income?
The alumni association was established in 1838. According to its charter, “the association is organized and shall be operated exclusively for charitable, scientific and educational purposes…to develop, strengthen and utilize the bonds of interest, sympathy and of affection existing between the University of Virginia .. and its alumni, and among the alumni themselves….
Lily West has been CEO since 2020. She studied at the University of North Carolina-Chapel Hill and graduated from UVa’s Darden School of Business in 2012, succeeding Jenifer Andrasko, who graduated from Darden in 2010 and Duke in 1999. des Managers has 35 members and 5 ex officio members. The bylaws state that 2 or 3 ex-officio members are voting members – one is appointed by the Board of Visitors, one by President Ryan, and one is the leader of the Jefferson Scholars if not already a director.
The BOV Board of Trustees Handbook states that the Alumni Association may nominate at least three names for each available position on the University Board of Visitors (advisory only, as ultimate selection is the prerogative of the governor).
As for the board of directors of the association itself, the procedure is self-perpetuating. Any elder can nominate someone for nomination by this formbut an appointment The committee selects a list of names. The Board of Managers then votes on the new members. There is no alternative to being elected to the Board of Directors. There is no mechanism for dissident alumni to gain seats on the board.
Alignment with UVA as an “Associate Organization with the University”. In 2019, the AVU updated its policy on organizations associated with universities. Essentially, all foundations maintained for the ultimate benefit of AVU or one of its schools have entered into a “Memorandum of Understanding” similar to that attached for the Alumni Association, which also incorporates the 2019 “Policy” as an exhibition.
The granting of UAO status is to be welcomed, particularly with regard to coordinated and effective fundraising. There is, however, a downside. The MOUs require that UAO boards of directors have a representative of the BOV and a representative of the president as voting members, and that those members have “meaningful participation” in the governance of the UAO.
Respond to the concerns of elders. the home page of the Alumni Association publishes all kinds of news and events, but is that aligned with its alumni service mission or with the Jim Ryan administration? Considering the service of elders as purpose of the alumni association, one would think that certain deliberations of the association would be transparent for the alumni.
I wanted to know how the Alumni Association had made recommendations to the Governor for slots on the University Board of Visitors starting July 1 and who they had recommended for the past two years. I requested this information from Lily West on February 17, 2022, and she replied fairly quickly that the “executive committee” had made the recommendations. Who sat on the executive committee? After a series of exchanges, she answered that the executive committee was made up of the president and the vice-president of the board of management and the president of each committee. Since the website does not show committee assignments, I suggested showing them on the website and revealing to alumni that they run their organization.
On February 23, I learned that they were the members of the executive committee: Thomas B. Mangas, president; Katherine A. Moore, Vice President; James G. Aldige, IV; Whittington W. Clement, representative of the BOV; Patricia K. Epps; Brett J. Gallagher; Kurt B. Harrison; Courtney C. Byrd Metz; Marc B. Moyers; Mr. Paul Nolde; R. Kennon Poteat, III; and Leslie H. Williams, Jr. Ms. West told me that some of the association’s BOV recommendations were accepted but she didn’t have to tell me who they were.
As I read the bylaws and bylaws, I saw that the board chose itself, based on the formal recommendations of the nominating committee. On March 24, I asked for the members of the nominating committee. I also finally asked for the timeline for the process – when did the nominating committee make recommendations and what date was the annual meeting when the board approved the slate? To date, I have had no response.
By comparing the current names on the website with the old name on the federal 990 forms, I found that nine people are absent and nine new people are active. I see no reason for this secrecy.
The Ryan administration and the Board of Visitors express “unequivocal” support for free speech and free inquiry and are yapping to save “our democracy”. But the concepts of democracy, representative government and transparency play no discernible role in the governance of the alumni association.
How much scrutiny does a UAO submit to the FOIA? In theory, the alumni association is a separate and independent entity from the University of Virginia. But in practice, it functions as a supplement to the university administration, both in fundraising and in spreading the administration’s propaganda to alumni. It is fair and reasonable to ask to what extent the administration of the University controls the association and by what mechanisms it could exercise control.
Frustrated by the CEO’s reluctance to answer basic governance questions, I requested, under the Freedom of Information Act, minutes of board and committee meetings over the last three years. The UVa denies that the alumni association is subject to FOIA.
I wonder if that’s true. And if so, I wonder if it should be. If Jim Ryan and the BOV have representatives on the Board of Management, shouldn’t the minutes of the Board and its committees, at a minimum, be an open book? Further, if these university representatives are required to have “meaningful participation” in the Alumni Association and are “relationship stewards” empowered “to maintain the integrity” of the MOU, this does not indicate there not a UVA control measure?
Participation of other managers in the governance of the association is ceremonial at best – one hour per week as per Form 990. ancient. If the UVa controls the alumni association, I would say that, by extension, it controls the $582 million in alumni association assets. And by further extension, the administration controls the $14 billion held by all organizations associated with the university.
Suggestions for improvement. I am a triple graduate from AVU. My father graduated from UVa Law School. I have many cousins, uncles and brothers who attended AVU. As far as I know, we all love school. I was general counsel at a NYSE company and a private equity-backed company that sold in 2019 for over $5 billion. I am familiar with “good governance” practices. The governance portion of each public company’s website lists the directors, their terms of reference, their committee assignments, and all relevant company documents, including committee charters. While I do not wish to impose all public company requirements on BOV or UAO foundations, I believe that this basic information, along with links to 990 forms, should be readily available on websites.
Additionally, the FOIA status of the UAOs must be determined. If I’m correct that the AVU controls all of these “separate” entities through the MOUs, then there must be accountability and transparency. I hope the university attorney will look into this matter without requiring FOIA litigation. Fourteen billion dollars is too much money to be administered without accountability to elders and the public.