Memorandum To: Trustees Committee, The Stony Brook School Distribution Listed Below

From: Penny Watras Dana, 74, President, Alumni Leadership Team (ALT), Ex Officio Member, Board of Trustees Re: Amended and Restated Constitution and By-Laws of the ALT

Date: January 25, 2011 Due to my inability to attend the Board meetings of January 28 and 29, 2011, I offer this memorandum in support of approval by the Board of the Amended and Restated Constitution and By-Laws of the ALT, which were approved and adopted by the ALT on September 11, 2010. Sierd Tilma informed me, that Article VI B was viewed by some Board members as troublesome. Article VI B provides that in the absence of the ALT President, a Vice President shall substitute for the President in any and all capacities, including attendance at Board meetings of the School, with the same privileges, rights and responsibilities of the President of the ALT. 1. The ALT President serves as a non-voting, ex officio member of the Board, as provided in Article III Section 11 of the Schools by-laws. Membership on the Board is not personal to the ALT President; rather whoever is ALT President shall be entitled to attend all board meetings as a non-voting member with all rights as trustee except the right to vote. 2. The implicit purpose for the ALT President serving as an ex officio member of the Board, is to promote dialogue between the leadership of the School, and a Board member whose especial mandate is to provide a non-administration voice with respect to matters concerning alumni, including: fostering good will amongst the alumni, soliciting gifts to the School, career mentoring and networking, and promoting the School to prospective students and the larger community. 3. The ALT membership unanimously feels strongly that attendance at the Board meetings of the School is the single most important responsibility of the President, because the three Board meetings per year are the sole opportunities for that dialogue to take place amongst the entire leadership of the School. 4. The ALT membership unanimously believes that it is standard procedure in any organization for a Vice President to substitute for the President when the President is unavailable. Analogously, if the Head of School were unable to attend a Board meeting, then presumably an Assistant Head (who is not a Board member) would substitute, to ensure that the perspective of the Head forms part of the Boards dialogue. 6. While the Board has many alumni members, those members are not considering matters before the Board from the additional perspective of the mission and mandate of the ALT, as they are not members of the ALT.

7. Permitting an ALT Vice President to attend Board meetings when the ALT President is unavailable would be a step towards increased transparency and accountability in governance, which are goals that the ALT unanimously embraces. Trustees Committee: Alan Chapman, Chair Wallace Larson Stephen Newton Davonne Helmer Norman Koop Copy to Sierd Tilma