That’s obviously easy if you live in Lexington, but difficult or, for all practical purposes, even impossible if you live, let’s say, in Phoenix or Seattle or if you are serving or working in Europe or Asia, or if you are too infirmed to go. Originally Section 5.2 of our Articles permitted members to grant proxies to another member to vote for them at a meeting of members but it was amended just three years ago in 2019 to actually prohibit voting by proxy! As a result, the only way a member has been able to vote in the last three years is to order his or her affairs and travel to Lexington, VA to cast that vote in person. To facilitate elections, the practice has grown up to permit members to grant another member, who will be present at the meeting, a “proxy” empowering the other member to vote the grantor’s proxy according to the grantor’s instructions. Therefore, it is difficult to gather members or shareholders in a single location to conduct elections. Large corporations like our association have members widely dispersed across the country, in the case of VMI even internationally. So, how did Section 5.2 come to be used to disenfranchise members? That was easy. However, machinations of the Board of Directors have actually rendered them to be illusory. According to Section 5.2 of our Articles of Incorporation (the “Articles”) those powers are supposed to be exercisable at any meeting of members. A nonstock resembles a regular corporation but is comprised of members rather than shareholders and the principal powers of each are the same they can vote to elect or remove directors. The Alumni Association is organized as a Virginia nonstock corporation.
How was this effect achieved by such a small number of persons? It was astonishingly easy. It succeeded in this effort by effectively disenfranchising the membership and working to rig elections to the Board of only those of its own selection. In the tradition of Zola, we accuse (“nous accusons)” the Board of Directors of the VMI Alumni Association of cynically depriving the membership of its right to meaningfully participate in the affairs of the Association. Zola’s letter, published in a prominent Parisian newspaper, opens with the declaration “J’accuse…. Its effect was to eventually turn public sentiment against the government resulting in an investigation that led to Dreyfus’ exoneration by the Government that had convicted him.
The vindication of Dreyfus was catalyzed by an open letter penned by the French author and journalist Emile Zola accusing the army of framing Dreyfus. The conviction was later shown to have been the product of rampant anti-Semitism in the French army, a sentiment widely shared in the broader French society. This conviction led to his imprisonment at the infamous Caribbean penal colony on Devil’s Island. History buffs among VMI alumni/ae may recall the infamous chapter in French history when its army brass and civil government, the so called Third Republic, collaborated to falsely accuse, frame and convict a Jewish army captain, Alfred Dreyfus, of treason. From my perspective, they, like other similar efforts, have been a grave disservice to the alumni body at large, the cadets and to the Institute… You have a right to make them by whatever alternative means are available to you.”Īn Open Letter to the Membership of the VMI Alumni AssociationĪccording to Merriam-Webster’s Dictionary, oligarchy is defined as: “a government in which a small group exercises control especially for corrupt and selfish purposes.” We invite the reader to keep this definition in mind when reading further. Your complaints have been numerous and have been widely spread. Sam Stocks, President of the Association Board, refused to distribute this to alumni stating, in part: “There is nothing to be gained at this point by any further back and forth over the contents and many of the assertions made in your letter…. Thom Brashears, VMI Alumni Association COO with a request it be provided to all VMI Alumni in advance of the Special Meeting of the Association scheduled for 11 June 2022. NOTE: This OPEN Letter was originally Sent to Mr. Virginia Military Institute Class of 1961
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