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AAMC BOG 2023 Resignation Letters


Date: January 24, 2023

From: Cherlene Wright (Sprague), ‘92


To the Alumnae Association of Mills College (AAMC) Board of Governors (BOG) and members of the former Mills College Community,


When I began serving as a Governor more than four years ago, I agreed to serve the AAMC and to represent the tens of thousands of alums of Mills College. During my time on the BOG, I have consistently attempted to do just that.


Just prior to the AAMC’s Annual Meeting in 2022, I became the BOG’s Nominating Committee Chair. In the eight months since I became Nominating Chair, I have witnessed deeply concerning statements and actions by the BOG, and I am therefore uncomfortable recruiting and/or encouraging anyone to apply for any position with the BOG at this time. Currently, the by-laws and articles of incorporation of the AAMC state that it is a non-profit benefiting Mills College and its alums.


Unfortunately, the legal entity “Mills College” no longer exists and therefore our by-laws and articles of incorporation do not reflect present conditions.


As of the BOG meeting on January 18, 2023, those by-laws and incorporation papers have not been updated and reportedly won’t be for many months.


At its meeting on January 18, 2023, Debby Dittman, President, advised the BOG that our Directors and Officers insurance was being dropped in mid-February. When I asked why I was advised that it’s happening to a lot of nonprofits. When I pressed saying that wasn’t an answer she stated that she was working with someone to find new insurance. Given other factors mentioned in this letter, I am uncomfortable operating without this liability protection and can not, in good faith, recruit others to do the same.


Also during the January 18, 2023 BOG meeting, I was advised that in order to see the law firm analysis of the actions of the Nominating Committee in Spring of 2022 (Acting outside of the

by-laws to appoint a slate of four Officers and five Governors rather than holding an election with the pool of 21 candidates) that I would need to go to Reinhardt Alumnae House and agree not to photograph or share that analysis publicly.


As this was an extremely divisive decision, and said analysis was requested by many on the BOG and in the alum community, I asked why those conditions were put in place. I was advised that the law firm hired by the BOG agreed to the requested review based on those conditions.


That was not presented to the BOG when the firm was hired, and this imposed secrecy is unnerving to me. If the statement (which has since been released to the Alum community) was an appropriate and valid summary of the analysis, why not make the analysis widely available? I voted against that statement as the analysis which purportedly formed its basis was not provided and we could therefore not ensure transparency to alumni who have entrusted us to represent them and their interests.


At the meeting on January 18, 2023, the BOG was advised of a fundraiser set for February 4, 2023. This fundraiser was not reviewed or approved by the BOG until after it was planned. Its stated purpose is to benefit “the AAMC’s operations, including technological advancement, staffing, and the support of continuing Mills students through events and services.” I see glaring problems with the AAMC fundraising for anything at this time, as the AAMC does not currently have a clear mission or vision. Fundraising with out-of-date by-laws and articles of incorporation, both of which govern and guide our non-profit status seems very risky to me. It is also my reading of non-profit regulations that fundraising for specific individuals (the “continuing

Mills students” are a group of specific determinable individuals (as opposed to fundraising for a scholarship program which might benefit some, but not all, or a larger population)) is not allowed by a non-profit.


Towards the end of that same meeting, while attempting to set the 2023 Annual Meeting, Debby Dittman, the AAMC President said ‘Do we really need to follow the by-laws?’ with regards to the timing of the Annual Meeting. The statement is both ridiculous and deeply concerning-especially from someone who is supposed to be leading the organization in an ethical manner.


I am submitting my observations and synopsis of some of the actions and statements from the January 18, 2023 meeting to the former Mills College community to demonstrate just one meeting’s worth of actions and interactions in an attempt to explain why I feel it is necessary to step away from my position.


I can not and will not ask anyone else to join a Board that I see as increasingly dysfunctional, unethical, mismanaged by its leadership and non-representative and non-communicative of and to its membership.


I can not and will not continue to be a member of the Board of Governor’s given what I believe to be its unethical, damaging and deceptive actions.


Consider this my resignation as a Governor of the Alumnae Association of Mills College.


* * * *


Date: September 13, 2023

From: Karilee Wirthlin, ‘92


Dear Debby,


Effective immediately, I am resigning my position as a Governor of the AAMC. I am also resigning as an alternate to the Nominating Committee since my election to that position was as a representative from the Board of Governors.


I no longer have faith in the leadership of the AAMC to create and execute an effective strategy that is inclusive of all Mills College alums in this post-NU acquisition era. This breaks my heart as I have been an active alum in the years since my graduation, including serving on the Board of Governors in the 2000s, and specifically, I have given so much to the AAMC over the past 2.5 years (first serving on the Communications Committee & the For Generations Still Fundraising Campaign after the May 17, 2021 announcement from Mills College and then joining as a Governor again in July 2022). AAMC leadership is not operating with transparency and deals with dissent by clamping down and excluding those who speak up, which does not reflect the spirit of any alumnae association, let alone the spirit of an independent AAMC.


Also, as I have repeatedly stated, the amount of work that some Governors have to put in - namely officers and the Communications committee - extends beyond volunteer time into the realm of providing pro bono services to keep this organization afloat. It is untenable to rely on unpaid volunteers to run this non-profit corporation. I will continue to hope serious consideration and investment will be made in the staff required to run the AAMC properly.


* * * *


Date: August 20, 2023

From: Angela Adams DeMoss, ‘99


Dear AAMC Board of Governors,

I attended the orientation on Saturday, August 19, 2023, with much trepidation but a few remaining shreds of hope, which have now been dashed completely. I have to say that I definitely did not like being called out and publicly embarrassed by the facilitator on my orientation Bingo card. But onward and upward.


It is with regret that I announce my resignation as a Governor of the Alumnae Association of Mills College.


After a great deal of thought and seeking counsel, I have concluded it is no longer advisable for me to be affiliated with the AAMC, as I believe it could potentially harm me professionally as well as continue to hurt me personally. I gave my all to the Board of Governors, as I did while trying to save Mills College.


Since my term began on July 1, 2022, I have actively served on multiple committees and as Chair of two (namely, Hospitality, Branches and Clubs, Alumnae Student Relations, and Executive Committee, in addition to more than one subcommittee). Despite my dedication, I have been disdained and disrespected to the point where it has significantly, negatively impacted my health and family life. It is time for me to step aside.


Reflecting on my decision, I recall that when I was nominated to the AAMC Board of Governors, I genuinely believed I could make a difference. I cherished my memories of Mills College. I saw needs within the AAMC and thought I could fulfill them. Sadly, I have found this not to be the case.


Throughout the past year, I have been insulted numerous times, called an “extremist,” accused of “wasting committee time,” and even threatened. I have been treated as a problem to be “handled” (which was made particularly clear during orientation) rather than as a valuable leader, contributor, and proud Mills College alumna with gifts and passion. In such a toxic environment, I can serve as a Governor no longer.


I continue to have many concerns, some of which I have shared before, and most of which have been ignored or dismissed. I brought these to the president and the Executive Committee (on which I served), and they were largely left unanswered or answered insufficiently. I include them below for your perusal and consideration (and because, despite everything, I still care about the AAMC and its future):


Legal Questions

Is the 2017 MOC really still a valid, enforceable legal document? Former leaders of two entities, the AAMC and Mills College, signed that agreement, and Mills College is now closed. As an independent, legal entity, Mills College no longer exists. Northeastern University was the “surviving entity” in the 2022 acquisition deal. Mills College at Northeastern University is not the same as Mills College. Reading the MOC, it is clear (to me, at least) that the terms are no longer applicable, as they refer to the “Mission of Mills College,” which no longer exists, and even if it did, it has clearly changed, as Northeastern University is not a women’s college. I encourage you to read it for yourselves and demand to read and review any legal opinion that may have been written by the AAMC’s hired law firm. Also, legal opinions have been referred to by some in leadership as “rulings”; they are not. The term “ruling” refers to a legal case and none, to my knowledge, has yet been filed with a court in regard to this situation. Legal opinions differ, and seeking a second, independent one would be advisable. I also recommend revisiting the AAMC’s relationship with its current legal team, as it may prove to be problematic on a number of levels, including potential conflicts of interest.


Negotiations with Northeastern University

Are there any updates? Who is on the AAMC negotiation team? How was this decided? Are any of them attorneys? What, exactly, are we negotiating for? How and by whom and by what authority was this decided? Do we have anything in writing? Who is negotiating on behalf of Northeastern University? I continue to be disturbed at the secretive and “invite only” meetings arranged and attended by some in leadership, presumably those amenable to the idea of supporting Northeastern University. Clearly, dissenting voices are not allowed to contribute to dialogue, leading toward decisions largely being made in a vacuum with little to no transparency. This will continue contributing to distrust of the AAMC by many members of the body, who have already voiced significant concerns.


Reinhardt Alumnae House

We have an RAH Committee, chaired in 2022-2023 by Pierre Loving and Ellen Hines. Have they weighed in on RAH? It is in the description of their committee: “To ensure that Reinhardt Alumnae House (RAH) remains the exclusive home of the AAMC, as affirmed in the 2017 Memorandum of Collaboration (‘MOC’).” Are they on the negotiating team? If not, why not? Hoping/wishing/ depending on “goodwill” from NEU personnel is not a substitute for a written, enforceable contract. *Note- it was a pleasure to sit with Pierre during orientation. I believe she would be an effective negotiator with NEU personnel on behalf of the AAMC.


Insurance

That we were dropped by our insurance company and were only able to procure new insurance at significant cost and a steep increase in premiums is alarming. That no explanation was provided until well after the fact is also of tremendous concern. The fact remains that we were dropped because our former insurance company saw the AAMC as a risk, which should raise huge red flags for all.


Governors

Censoring/removing the AAMC Facebook group is not the answer to this problem.

Branches & Clubs- Per bylaws, they are under AAMC and should be run without NEU’s interference.


Students

Now, in August 2023, few former Mills students who chose to continue at NEU are left. Last year, when there were far more continuing Mills students, I requested many times that the AAMC host a student forum to find out what they think about the AAMC’s purpose moving forward. My calls went unheeded; thus, I am recommending this once again. Incidentally, alums are noticing that students are being left out of the discussion (see Letters to the Editor in a recent Quarterly).


Student Ambassadors

I have also requested multiple times that we invite students to address the BOG,

and some have shown interest. I would like to see forward movement on this, assuming there is still interest in supporting former Mills students, who are by definition, the newest members of the AAMC. (I do not consider NEU students who never attended Mills College to be members of AAMC).


Additional Recommendations

Throughout this past year, the Board persisted in holding meetings where attendees veered off of the agenda and engaged in personal attacks to a point where little, if anything, was accomplished. I hope that all who continue to serve, including the President and Officers and new members, will acquaint themselves with the fundamentals of running meetings using Robert’s Rules of Order, as they are supposed to do under AAMC bylaws. They should also create new norms as a TEAM, instead of being expected to just accept the norms as written and handed down by one of the Vice Presidents and couched as “best practices” without meaningful input from others, which is what happened last year.


I also recommend full Board training, not just for a few people, especially considering those of us who took the Board Chairs training never even had an opportunity to share what we learned. (Incidentally, I do not recommend Board Chairs for this organization because it is intended for functional Boards that are working on issues that do not currently apply to AAMC. Instead, I would find a Board training company that specializes in working with organizations that are in crisis. Find one, ASAP.)


For the Future

Northeastern University does not need our $2 million. They typically fundraise in the billions of dollars (with comparatively little coming from their alums, which speaks volumes). Their student body is largely wealthy, white, and male, which is not the population Mills College sought to serve. In fact, aside from being an educational institution, Northeastern has little to nothing in common with what Mills College once was. Look at all the majors that have disappeared, including in the Liberal Arts, where Mills once excelled and for which it was rightly renowned. No more Music, Dance, or Arts. A performance on campus or an elective “pop-up” class here and there is not the same as offering an actual major. It’s a tragedy, and I cannot fathom why the AAMC would propose to support it with donors’ dollars, particularly without their consent.


I will not give the AAMC a dime to support NEU. Ever. Giving Northeastern money and other support in an attempt to retain access to Reinhardt Alumnae House will be a temporary fix, at best. They are still the owners/landlords and can remove the AAMC from campus at any time. Planning for that day now, rather than waiting for an eviction notice, would be the wise thing to do.


At last year’s orientation, I proposed the AAMC investigate purchasing a building (perhaps in the City of Benicia, the original home of Mills College), and I still believe this to be a viable option that should be considered. It strengthens our position re: NEU to have a home of our own. Also, investing in California real estate is almost always a good idea.


Conclusion

In good conscience, I can no longer serve on a Board of an organization that has so clearly lost its way. I have spent the last year watching the AAMC slouching toward giving itself over part and parcel to Northeastern University, which I will never support. I do not know that I see a way forward for this Board or for the AAMC as an organization, particularly if it is absorbed by NEU, and also if “leadership” persists in ignoring and/or censoring the voices of the very members whose support it needs to survive. I only know that it is not my fight any longer.


Goodnight and good luck. And keep asking the hard questions.


* * * *


Date: September 14, 2023

From: Julia Almanzan, ‘92

To the Alumnae Association of Mills College (AAMC) Board of Governors (BOG) and members of the former Mills College Community,

I was appointed as Governor just a few months ago, but I have had a front row seat to the AAMC for several decades. I am well versed in the history of the AAMC, including its establishment nearly 150 years ago in 1879, and the battles fought to preserve its independence and its on-campus home: Reinhardt Alumnae House. I have had an official relationship with the AAMC that includes multiple past and current leadership positions with area branches and their regions; prior and current AAMC Governor positions; Alumnae Trustee position; and, most recently, as the Co-Chair for the For Generations Still fundraising campaign and Co-Chair of the Branches and Clubs Committee. I have studied and participated in the relationship between the AAMC and the College for numerous decades.

I have lived the history of the AAMC. And now, with both certainty and sorrow, I must state that I can no longer serve the AAMC.

The survival and proper functioning of this organization is reliant on its mission. We have seen alumnae divided, disassociated, and confused, due to the organization's failure to establish its new mission.

The most prominent problems interfering with the ability of the AAMC to run properly are: (1) poor leadership pre-, during, and post-acquisition of Mills College as an independent women's college; (2) Lack of communication amongst the Governors and with the membership; (3) Power and control are centralized in just a few Governors who often convene, make decisions, and act on behalf of the board without the board or membership's permission and/or in accordance with the bylaws; and (4) insufficient staffing.

I have served the AAMC and tens of thousands of Mills College alumnae to the best of my ability under the circumstances; however, the AAMC does not appear to have the willingness or intent to remedy those significant problems and has consistently demonstrated that unwillingness since the closure of Mills College. One of the most significant tasks that needs to be completed is aligning the bylaws and articles of incorporation with present conditions. The unwillingness of the President and governors to meet on a monthly basis to take care of necessary and urgent business such as this demonstrates a lack of care, obedience, and loyalty for the organization, via lack of action and participation. Those duties are lacking with regards to other issues as well.

I have documented my efforts to help the Board to address its obvious problem with trying to function with only volunteers and a skeletal staff. As Co-Chair of the For Generations Still Campaign, I regularly brought up the critical issues of staffing and poor communication amongst the governors and with the membership. In fact, the fundraising campaign was unable to continue due to these unacknowledged and unresolved problems.

Centralizing power within only a handful of governors is dangerous and ineffective. Neither the current nor immediately previous president have moved forward with a formal membership vote and revision of the AAMC bylaws. And there appears to be a lack of regard and respect for Mills alumnae in allowing Northeastern University Alumnae Relations to interfere with AAMC business without first securing a formal membership vote about what relationship, if any, the AAMC should adopt with Northeastern University.

"Remember who you are and what you represent." – Hettie Belle Ege


I remembered, and therefore I resign from the Board of Governors, Co-Chair of the Branches and Clubs Committee, and Co-Chair of the For Generations Still Campaign, effective immediately.


* * * *


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