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-----Original Message-----

From: Lawrence Ma

Sent: Sat 2/9/2008 11:33 AM

To: [Redacted by Editors]

Cc: [Redacted by Editors]

Subject: BCLS Alumni Association: "BC Law" magazine and Why You Should VOTE NO

Dear fellow BCLS California alumni:

By now, you should be receiving the latest issue of the BC Law Magazine here in California, containing the ballot for the alumni association restructuring. Many of you have also reported to me that you have received phone calls from DF King, the administration's proxy solicitation/telemarketing firm, asking to take your vote over the telephone. Per my memorandum to you last week and pursuant to Art. XII of the By-Laws of our association, those telephone solicitations are PROHIBITED and the administration has been asked to cease and desist. The quality and the biased framing of the issue on these calls speak for themselves. However, I am disappointed to report to you that administration has refused to even respond to similar requests by both Council members and alumni at large alike as of this point and intend to stay the course.

Consistent with their single-minded pursuit of change for change sake and disregard for due process and the troubling shortcomings of the new structure, the administration downplayed the good faith opposition and substantive comments in the magazine your dues have paid for concerning the new structure and misrepresented the capabilities of the current association structure and the proposed new structure in their chart, drafted by Jean French, the interim alumni director. PLEASE FIND ATTACHED comments to Jean French's chart, which corrects the factual inaccuracies and misstatements therein. Please also see below this email a note by former Alumni Council President Maureen Curran, as well as her memorandum on the Task Force, urging alumni to vote against the dean's proposal. And since the administration refuses to provide you with a printed copy of both the current By-Laws and the proposed, as required by our By-Laws, I have attached them here for your convenience.

In summary, here are the most serious substantive shortcomings of the proposed structure:

1. A Poorly Drafted Corporate Governance Document. The New Constitution/Bylaws are so poorly drafted that the first board will be bogged down for at least a year or two amending the document to operational standards. On the basis of the work product alone the alumni should reject this thing.

2. Inadequate Protection of Alumni Interest. Think of yourself as a shareholder of a corporation ($100,000+ investment in your law school education and diploma), entitled to call shareholder meetings and vote on major transactions, such as dissolution, merger or re-organization. All of those standard features of modern corporate bylaws are gone. The very ballot you're voting with will be gone. The Board and the Assembly will be able to amend the By-Laws without coming to you. Accountability -- therefore will be gone. This makes it impossible for the alumni at large in the future to do something about a rogue board or a poorly performing assembly, who will essentially be appointing themselves (see Art. VI, Sec. 2). Given the Dean will appoint the very first board, this too will also insulate the administration from criticism by alumni at large.

3. No Actual Difference In Core Functions of the Association. All of the functions and committees that the new structure purport to bring to the table ALREADY exist, see attached Analysis Chart. A couple of new ideas can easily be implemented by simple amendments of the existing bylaws, a sound corporate instrument. The Task Force and the proponents never even explored that possibility, which is less costly and much more efficient and much less disruptive to alumni relations that this process has already proven to be.

4. Less Alumni Involvement With the School and Our Students. Alumni Council members from around the country currently fly into Boston each October and March to (1) meet with our law students at National Alumni Bar Review on Fridays, (2) Attend a Friday dinner with colleagues from around the country, and (3) convene all day on Saturday to conduct the business of association and share best practices from around the country. The board and officers of the Council meets on an even more frequent basis with telephonic voting permitted. The proposal takes away both telephonic participation (making it impossible for non-Boston alumni to be involved), and the national alumni will only be asked to return to campus once a year, in May, when we cannot effectively counsel law students on job searches around the country and recruit for future chapter members.

5. Unrealistically Small Uber Board. The new structure is a top-down model with a small board with each board member carrying essentially full-time job descriptions, and are supposedly overseeing efforts nationwide. This is highly unrealistic with practicing lawyer-volunteers with competing non-work obligations and demands. Within a couple of years, the new board will likely have to share the load and expand the board out to the same size as it is today -- making all of this a criminal waste of time and money. Worst yet, this allows BCLS administration to continue to get away with under-funding alumni relations. Top 25 law schools employ 5 times the number of professionals to assist in fundraising, alumni functions and coordinating with law school needs. Instead, the administration has even demoted the "Chief Alumni Relations Officer" (See Art III, Sec. 3) into an administrative assistant, compared to the current Alumni Director defined in Art. VIII of the By-Laws.

6. Failure to Build from the Ground Up. The Alumni Council works, and will work even better because it has recognized that the way to build strong alumni relations is through its chapters. LA and SF have developed into the flagship chapters of the association. The way to do it, in this people business with volunteers, is not to shrink the board from 50 nationwide to 11 in Boston, but to actually develop multiple small regional boards, like the LA with its full slate of corporate officers, with deep roots in the community, and empowering these volunteers on the ground. Instead of focusing on developing chapters and tapping into the successful chapters' experience, the administration is stripping our California chapters' votes on the Alumni Council, demoting us down into the so-called "Assembly" (requiring annual nomination and approval by the Board), and will then the Dean is to appoint somebody to "supervise" us. 

7. The Dean's Appointment of the First Board and the Loss of Human Capital. The Alumni Council is built on the shoulders of committed volunteers that has taken wise and hard-working former Alumni Directors like Linda Glennon (whom the administration has lost to Boston Latin School) years to recruit and develop around the country. Retention of our priceless human capital ought to have been a priority, but instead, the Dean will unilaterally pick a new board, who will themselves nominate and approve a new assembly with no real voice or power. The so-called committee to nominate board members for the Dean to choose from consists of two persons he picks, the other individuals from other committees that he already control, and Brian Falvey, the chair of that Task Force. The process to date has already alienated many of the best people we have, and several of my colleagues and I have already resigned and will not frustrate ourselves with a structure that we do not believe in, nor an administration we do not trust.

I understand that proponents of the plan have been utilizing the Law School's email distribution lists (which the administration refuses to share with us), to drum up support for their plan. While I do not doubt their belief in the dean's plan, some of these alumni have attempted to argue that we in the opposition have not provided substantive arguments, that we are simply "anti-dean", or that they are somehow more loyal to BCLS than we are because they support this dean's plan.

My fellow BCLS alumni, I hope that in the correspondence we have provided you to date, you have found that my classmates and I have brought forth substantive shortcomings with objective and good faith analysis, provided complete documentation, and welcomed and any all questions or debate. I hope that you recognize that it is the proponents who have failed to engage in any substantive discussion on the merits of their proposal. I know that from the excellent legal training we received and the highest ethical standards we learned at BCLS, that we will not tolerate blatant disregard for due process or the rule of law. And I know that you recognize the dangerous echoes of an argument from the larger stage of our national discourse in these years at war, where reasoned dissent has been too often branded as "disloyal" or "unpatriotic" and summarily dismissed. They know better, we know better.

As always, I urge you all to participate in the process and help educate your classmates and fellow alumni back east. I continue to welcome any and all questions.

Sincerely,

Lawrence S. Ma '01

Enclosure 1 (Response to Recommendation of Task Force regarding New Alumni Association Structure)

Enclosure 2 (Alumni Restructuring Analysis)

Enclosure 3 (BCLS Alumni Council By-laws (2007))

Enclosure 4 (EC Proposed Constitution & Bylaws REDLINE 11-20-07)