Special Meeting of the International Board of Directors, Officers and Executive Council has been called by the President in accordance with Article VI, Section 5 of the Alumni Association's by-laws.
The Special Meeting will take place on Sunday, July 27, 2008 at the Silleck Lounge, Jacobs Building, 6 MetroTech Center.
The purposes of this Special Meeting are to:
Discuss the Senate Report and its findings and whether any further action on behalf of the Alumni Association should be taken in light of the findings of the Senate Report and actions by the Board of Regents.
Discuss the future role of the Alumni Association as an independent, interdependent or consolidated organization.
Discuss the formation of a committee to review the association’s by-laws and suggest amendments and/or revise the association’s by-laws and charter.
Vote on one or more motions regarding whether to pursue one or more of the actions discussed above.
Provide an update on the Alumni Association's election process.
June 24, 2008: NYS Board of Regents Approves Polytechnic's Charter Change proposals. A group of Polytechnic Alumni, former and current trustees and faculty members, independent of the Alumni Association, filed a Petition to stay the vote and remove the Polytechnic Board of Trustees under Education Law 226(4).
NYS Board of Regents to vote on Polytechnic's proposed charter changes at its June 23-24, 2008 Meeting. Proposed charter changes include that NYU will become the "sole member" of Polytechnic. See the other proposed charter changes at http://www.regents.nysed.gov/2008Meetings/June2008/0608bra1.htm.
May 20, 2008: NEW YORK STATE SENATOR KENNETH LAVALLE RELEASES REPORT "PROPOSED AFFILIATION--POLYTECHNIC UNIVERSITY AND NEW YORK UNIVERSITY" REPORT FINDINGS:
1 . LACK OF DISCLOSURE TO THE ENTIRE POLYTECHNIC BOARD OF TRUSTEES BY PRESIDENT HULTIN OF HIS NEGOTIATIONS WITH NYU IS INCONSISTENT WITH THE UPHOLDING OF THE DUTY OF LOYALTY AND CARE REQUIRED BY A FIDUCIARY TO AN INSTITUTION.
2. "ACTIONS OF THE [POLYTECHNIC] BOARD SUGGEST THAT THE MAJORITY HAD DECIDED THAT THE AFFILIATION WITH NYU WAS THE PROPER COURSE OF ACTION FOR POLYTECH AND THIS DECISION DROVE SUBSEQUENT EVENTS. THIS TYPE OF ACTIVITY IS NOT CONSISTENT WITH THE DUTY OF LOYALTY THAT A BOARD OWES TO AN INSTITUTION."
3. THE POLYTECHNIC BOARD'S FAILURE TO "OBTAIN AN UPDATED APPRAISAL [OF POLYTECHNIC'S REAL ESTATE ASSETS], REGARDLESS OF THE COST INVOLVED, IS INCONSISTENT WITH THE DUTY OF CARE THAT THE BOARD OWES TO POLYTECH."
4. THE LAWS OF 1972, EITHER EXPRESSLY OR IMPLIED, DO NOT PRECLUDE NYU FROM REENTERING ENGINEERING.
5. NO CONFLICTS OF INTEREST FOUND TO HAVE EXISTED BY THE POLYTECHNIC BOARD OF TRUSTEES.
6. "IT DOES NOT APPEAR AS THOUGH POLYTECH BREACHED THEIR FIDUCIARY DUTY BY NOT HOLDING A FACULTY VOTE" REGARDING THE PROPOSED AFFILIATION GIVEN THE FACT THAT THERE WERE MECHANISMS IN PLACE FOR THE FACULTY TO HOLD A VOTE.
7. THERE IS NO MECHANISM IN THE DEFINITIVE AGREEMENT FOR POLYTECHNIC TO TERMINATE THEIR AFFILIATION WITH NYU AND REGAIN THEIR INDEPENDENCE AS AN INSTITUTION. THEREFORE "IT WOULD APPEAR AS THOUGH THE AFFILIATION DOES NOT ACCOMPLISH POLYTECH'S STATED GOALS [OF SEEING IF BOTH INSTITUTIONS ARE A 'GOOD FIT'] AND RATHER LOCKS POLYTECH INTO AN EVENTUAL CONSOLIDATION."
8. "WHILE TERMS [OF THE AGREEMENT] ... SEEM UNFAIR TO POLYTECH...IT TAKES MORE THAN UNFAVORABLE TERMS AND QUESTIONABLE DECISIONS BY THE BOARD TO CONCLUDE THAT THERE WAS A BREACH OF THE FIDUCIARY DUTY."
9. "THERE ARE NO PROVISIONS IN THE DEFINITIVE AGREEMENT TO ADDRESS THE ALUMNI OR THE ALUMNI ASSOCIATION AFTER THE AFFILIATION IS COMPLETE."
10. THE REPORT LISTS FOUR PROCEDURES WHICH MAY NEED TO BE PUT IN PLACE REGARDING AFFILIATIONS/CONSOLIDATIONS. YOU CAN ACCESS THE REPORT AT http://www.senate.state.ny.us/sws/SD01/PolytechReport.pdf
May 18, 2008: The Annual Meeting of the Alumni Association was held on Sunday, May 18. Alumni from the classes of the 1940s, 1950s, 1960s, 1970s, 1980s, 1990s and 2000s were treated to a Sunday Brunch and a tour of the Polytechnic campus. President Jerry Hultin informed the alumni that Poly alumnus and astronaut Charles Camarda will be spending a year at Poly during the 2008-2009 academic year. President Hultin also discussed the proposed acquisition of Poly by NYU and answered questions regarding the acquisition posed by the alumni.
Alumni President George Likourezos stated that the Alumni Association continues to have concerns regarding the proposed Poly-NYU transaction. A concern mentioned by President Likourezos is that the Definitive Agreement fails to state that the Alumni Association will be the sole alumni representative group of all present and future alumni. This is a noticeable omission which according to President Likourezos "may one day jeopardize the viability, both financially and politically, of the [Alumni] Association". President Likourezos further stated that the Definitive Agreement fails to mention that Poly's alumni would be offered the benefits and privileges NYU offers to its own alumni--benefits and privileges which were verbally promised by President Hultin and Chairman Craig Matthews as early as December 2007 and as recent as April 2008 but which are not mentioned in the Definitive Agreement. As the Definitive Agreement has not yet been signed according to President Hultin, President Likourezos urged that these concerns be addressed in the Definitive Agreement.
President Likourezos further stated that the alumni leadership is concerned that NYU is not providing any unencumbered funds to Poly--funds which could have been used to improve Poly infrastructure and facilities, open research centers and create green buildings. President Likourezos stated that NYU should provide unencumbered funds to Poly in exchange for NYU becoming the sole member of Poly's extensive real estate and endowment assets. President Hultin stated that NYU will give a $50 million loan to Poly to be secured by Poly's air rights.
President Likourezos further mentioned that work of the Long Range Planning Committee in discovering documents in the NYS Archives and Poly's archives. The discovered documents show that NYU was precluded from reentering engineering by NYS several times after it sold its engineering campus in the Bronx and merged its engineering school with Polytechnic Institute of Brooklyn which created the Polytechnic Institute of New York in 1973. President Likourezos stated that it is prudent for Poly to wait until NYU is approved by the NYS Department of Education to reenter the engineering field prior to any irreversible closing which will make NYU the sole member of Poly with full control and oversight of Poly's Board and assets.
President Likourezos announced that the Alumni Association will give $1,500 to support the student chapter of ASCE for the concrete canoe competition. The Poly team won the regional championship and is on its way in a few weeks to Montreal, Canada to race against representatives from over twenty (20) other regions.
Donald Ivanoff, Director of Alumni Relations, mentioned that many successful alumni events during the year and announced that on June 1st and 2nd, 30 members of the class of 1958 will attend their Golden Jubilee reunion.
Alumni Treasurer Michael Urmeneta stated that the Alumni Association has sufficient funds for its continued operations.
President Likourezos announced the nominees selected by the Nominating Committee: President, Edward Sawchuk '76, '78; Executive Vice President, Dennis Landsberg, '69, '71; Vice President, Senator Frank Padavan '55; Treasurer, Michael Urmeneta, '92, '00; Secretary, Ingrid Mohr '99; and Directors, Ronald Kuchins '67; Frank Namad '68; Mark "Mordechai" Schlam '72, '73; and Gus Sirakis '97.
ANNUAL MEETING OF THE ALUMNI ASSOCIATION TO BE HELD AT THE BROOKLYN CAMPUS ON SUNDAY, MAY 18, 2008 AT 11:00 AM. BRUNCH TO BE SERVED. RSVP BY EMAIL AT POLYTECHALUMNI@GMAIL.COM OR BY CONTACTING THE ALUMNI DIRECTOR, DONALD IVANOFF, AT DIVANOFF@DUKE.POLY.EDU OR AT 718-260-3424.
THE POLYTECHNIC ALUMNI ASSOCIATION IS RAISING FUNDS FOR THE PROMISE FUND SCHOLARSHIP FUND WHICH IS EARMARKED FOR POLY STUDENTS. SEND YOUR CHECK PAYABLE TO POLYTECHNIC UNIVERSITY, TO DONALD IVANOFF, ALUMNI DIRECTOR, POLYTECHNIC UNIVERSITY, SIX METROTECH CENTER, BROOKLYN, NY 11201. ON THE MEMO LINE WRITE "ALUMNI PROMISE FUND APPEAL."
March 27: The Executive Council of the Alumni Association will be meeting on Saturday, March 29 at Hodgson Russ LLP (45th St. and Broadway). The International Board of Directors are invited to attend the meeting.
March 8: The Polytechnic Board of Trustees on March 6 voted and approved the Definitive Agreement to proceed with the acquisition of Polytechnic by NYU. According to The New York Times, State Senator LaValle's "investigation into possible improprieties involving the merger was not complete and the attorney general’s office began making inquiries about the merger."
February 7: Board of Trustees delays vote pending review of the proposed transaction by NYS Senator Kenneth LaValle. Two alumni leaders were reprimanded during the Board meeting for providing a non-confidential memorandum written by three trustees to Senator LaValle's Office. NYS Education Department directed Polytechnic University to remove from the Poly Merger Central website the false information that review of the approval of the charter change was scheduled for March 16-17 at the NYS Board of Regents meeting. The University directed the Alumni Association to remove this erroneous information regarding the approval of charter change provided by Polytechnic University from the Alumni Association's web site.
February 6: NYS Senator Kenneth LaValle sends letter to President Hultin requesting the Board of Trustees delay the vote pending review of the proposed transaction by the Senator's counsel.
February 4: Alumni Association representatives visited the NYS Education Department and discussed the Alumni's concerns and issues regarding the proposed acquisition. SED officials stated they will investigate the Association's concerns and issues.
January 15: Alumni Association invited to meet with the Assistant Commissioner of Education and officials of the NYS Education Department on February 4th in Albany to discuss proposed acquisition of Polytechnic University by New York University.
January 5: A recent memo by VP Richard Thorsen to the Poly Community states there is no prior agreement that NYU cannot reenter engineering following the 1973 merger of Polytechnic Institute of Brooklyn and NYU's School of Engineering and Science (SES).
The Alumni Association has determined, however, there exists NYS policy prohibiting NYU from reentering engineering. One of several documents relating to the NYS policy is a letter dated October 5, 1981 by former President Dr. George Bugliarello recently discovered by the Alumni Association in Poly's archives. The letter is addressed to NYS Commissioner of Education Gordon Ambach and states that a reentry by NYU in engineering represents "a violation of the policy of the State of New York." The Alumni Association as part of its due diligence is investigating to determine the steps taken by NYU, if any, to circumvent or change the NYS policy in order to reenter engineering through the acquisition of Poly. The NYS policy can be used by Poly to petition the NYS Board of Regents not to amend NYU's charter to reenter engineering as Poly decides whether to call for renewed negotiations with NYU to obtain more favorable terms (as an example, the Alumni Association has learned that Poly's negotiating team requested the creation of an independent body to control Poly's endowment; this provision was not accepted by NYU.). Stay tuned...
Statement Regarding Poly - NYU Merger
December 3, 2007
On October 10th, 2007, the Polytechnic University Board of Trustees voted to approve the Memorandum of Understanding with NYU which set a framework for further discussions of a merger between Poly and NYU. In light of the Polytechnic University Board of Trustees’ decision to move forward with further merger discussions, the Polytechnic University Alumni Association wholeheartedly encourages Polytechnic’s Negotiating Team to continue to negotiate in the best interests of Polytechnic University.
The Alumni believe that Poly has given us tremendous opportunities and an excellent education. We want to see this continue for other students. In order to continue the Poly mission of promoting excellence and quality in our technology and engineering programs, the Alumni Association and its officers and directors can support this merger if the following items are included in the final Definitive Agreement :
1. Bail Out Clause: Polytechnic University must be able to "walk away" from the merger prior to its final assimilation as a full NYU school should the merger not materialize to the benefit of Poly as expected. To this extent, the “membership” composition of the Polytechnic Corporation must not shift in favor of NYU until such time as Polytechnic is assimilated in its entirety into NYU.
Prior to that time, either Polytechnic or NYU may elect to undo the merger via the bail out clause so long as there shall be good and sufficient reason to do so (e.g., NYU unilaterally decides to dispose of Polytechnic assets, transfer Polytechnic assets to other NYU schools or operations, or fails to commit unencumbered funds at the time the Definitive Agreement is executed sufficient to rehabilitate Poly's infrastructure and laboratories.) In the event that one party to this agreement objects to the other exercising the bail-out option, an arbitrator or other independent third party acceptable to both sides shall determine if the bail-out clause can be invoked.
2. A closed-ended list of requirements that Polytechnic needs to achieve prior to becoming a school of NYU, and a set of milestones representing the timeline NYU and Poly agree to expect said requirements to be achieved. Without such a list, NYU will be able to “move the goalposts” by changing and/or adding requirements arbitrarily subsequent to approval of the Definitive Agreement.
3. Specific dollar investments, in the form of unencumbered funds, by NYU sufficient to transform Polytechnic into a First Tier engineering institution and proportionate to the value Poly brings to NYU, and a commitment by NYU not to create a separate engineering school in competition with or replacement for Polytechnic. Polytechnic will be and shall remain NYU's only school of engineering and technology.
4. Acceptance by NYU of the Memorandum of Understanding between Polytechnic University and the Polytechnic University Alumni Association, Inc. The existing Polytechnic Alumni Association shall be the sole alumni association to represent all current Poly alumni and all alumni of the "new Poly." Polytechnic Alumni members shall be provided all the benefits and privileges provided by NYU to its alumni.
5. Polytechnic assets and endowment shall be segregated and used for the sole benefit of Polytechnic and the "new Poly." The Definitive Agreement should provide that Poly's assets and endowments not be commingled with those of NYU or any surviving institution for at least 10 years past the date that full integration of the two schools is completed.
6. NYU shall agree to keep the name POLYTECHNIC in the official name of the school.
We will continue to work with the Administration and offer our advice and guidance as the Definitive Agreement is drafted. We will also offer our advice and guidance during the subsequent transition phase if the Definitive Agreement is approved by both universities. We also look forward to building a Poly Alumni Transition Team so that we can begin the integration process and learn how the students and Alumni of both schools may benefit from the resources of the other - especially our sharing of campuses, libraries, databases, educational programs, courses and recreational facilities.
We want to take this opportunity to thank the Poly Administration and the Poly Board of Trustees for their efforts. We know they are working diligently to secure a fair deal for Poly.
Polytechnic University Alumni Association, Inc.
Executive Council and International Board of Directors
November 6, 2007
Town Hall Meeting for Alumni was held at Polytechnic on Monday, November 5th. The Alumni Association leadership presented its concerns regarding the proposed acquisition, terms the Definitive Agreement should include to protect Poly's legacy and assets, and goals/functions of the ad hoc Long Range Planning Committee chaired by Mordechai Schlam '73; and alumni at large voiced their concerns and posed questions to President Jerry Hultin. We thank President Hultin and Vice Presidents Richard Thorsen, T.C. Westcott and Dawn Duncan for participating in the Town Hall Meeting and staying over the allotted two hours to address all concerns and answer all questions.
October 10, 2007
Memorandum of Understanding (MOU) Passed by Poly Board (84.2% approval) on October 10th; MOU passed unanimously by NYU Board on October 9th (no surprise). NYU to make some no-risk financial commitments: NYU has stated it will work with Poly to identify investment dollars for Poly; NYU to loan funds to Poly; loaned funds to be secured by Poly’s air rights. Both universities will now begin drafting the Definitive Agreement to be voted on by both Boards around mid-January. It requires 75% approval of each Board to pass. The Definitive Agreement will be a binding agreement to merge the two universities (pending governmental approval and other regulatory approval).
September 29, 2007
The Memorandum of Understanding Provides No Concrete Investment Dollars to Poly from NYU--Alumni Association Briefly Mentioned--Core Pro-Poly Terms in Earlier Drafts Have Been Removed--No Financial Risk to NYU
The Immediate Past President and the President of the Alumni Association have been provided with the "final" draft of the MOU. The MOU does not provide for concrete dollar investments to be made by NYU to Poly, yet it continues to provide that NYU will become the sole member (or owner) of Poly's assets when the acquisition is finalized (MOU does not set forth a time period after which Poly will become a school of NYU (an earlier draft did provide a time period--3-5 years) and what criteria/standards Poly has to meet to become a school of NYU). The "final" draft does not contain earlier language which stated that the Polytechnic Alumni Association will represent the graduates of the "new" Poly. It states the " Polytechnic Alumni Association will continue to operate and interact with New Polytechnic, subject to New Polytechnic policies as may exist from time to time". This is vague and unacceptable language; it can be construed to adversely affect the continued existence of the Polytechnic Alumni Association, especially since the "final" draft of the MOU does not state that NYU will recognize the terms of agreement entered into between the Alumni Association and the University in 1998. The 1998 agreement provides, among other things, that the University will fund the production and mailing of the Cable and the operational expenses of the Alumni Association's office. The Agreement was referred to in an earlier draft of the MOU prepared by Poly's negotiating team and provided to NYU. The "final" draft also does not include earlier language which stated that at least 50% of the new Poly Board will include alumni of Polytechnic University and "new" Poly. The "final" draft also does not have the earlier language that Poly's endowment will be controlled by an independent foundation. The "final" draft of the MOU was significantly changed to remove pro-Poly terms. More importantly, it continues to be silent as to concrete dollar investments to be made by NYU to Poly and other demands put forth by the Alumni Leadership in its Position Paper dated September 6, 2007 and Supplement Position Paper dated September 23, 2007 (see links at left). The Alumni Leadership overwhelmingly continues to demand that NYU commit concrete dollar investments for fixing Poly's infrastructure, upgrading the laboratories, opening research centers, attracting esteemed faculty, increasing enrollment and student retention. If concrete dollar investments are not provided for in the MOU, then the Alumni Association will continue to be against the Acquisition of Polytechnic by NYU as first stated below in early September. We do not believe transferring our assets to NYU with no written guarantees or commitments that NYU will invest the monetary funds required to transform Poly and to account for Poly's value is a fair and equitable deal.
September 15, 2007
Polytechnic University Alumni Association Does Not Support
the Acquisition of Polytechnic by NYU
The Polytechnic University Alumni Association is an independent not for profit membership corporation whose Members number around 30,000 and are graduates of Polytechnic University, Brooklyn, NY, and its predecessors schools. The Alumni leaders are the Officers and Directors of the corporation.
On August 3rd President Jerry Hultin and Chairman of the Board Craig Matthews announced a potential merger of Polytechnic University with NYU. Since then the Alumni leaders have had a series of conferences with President Hultin and Chairman Matthews and one with Polytechnic officers Rich Thorsen, TC Westcott and Provost Eric Kunhardt.
We were able to survey about 700 of our Members who regularly contribute money to Poly during the week of August 6. If there is no financial crisis as first suggested by the Poly Administration, the great majority of the alumni who responded to our survey are against the proposed acquisition by NYU. Even with a financial crisis, the clear majority of those responding are opposed to the acquisition.
Following the August 6 telephone conference between the Alumni leaders and Chairman Matthews and President Hultin, the Alumni drafted 63 questions to Chairman Matthews and President Hultin, which were answered on August 21. You can click on the link in the resources section or click here to see a document which lists our questions and their answers. We had to create this document to correlate the answers to the questions, since each answer was provided without first listing the question or questions it addresses.
The unalterable boundaries of the proposed transaction are set out in the "Memorandum of Core Commitments" which is referred to in their answers and which Chairman Matthews distributed to the Trustee Executive Committee a day or two before its August 3rd meeting and which he provided to the Alumni leadership during the week of August 18th. If you want a copy of the Memorandum of Core Commitments, please send an email to mergerdiscussion@poly.edu.
They have indicated that these commitments are the result of high level discussions between President Hultin and selected Poly Trustees on the one hand and NYU's President Sexton, its Provost and the NYU Board Chairman on the other that began six months ago. No Alumni leader was informed, formally or informally, of these discussions, even though myself, the current Alumni Association President, and Thomas Mauro, the Immediate Past President of the Alumni Association, both attended the last Trustees Meeting in mid May at Poly; there was no agenda item during the May Trustee Meeting which addressed these talks and there were no discussions among the Trustee leaders that even hinted at the on-going talks. We understand, as well, that there was no formal Executive Committee of the Board Meeting at the Trustee Meeting in May.
Based on what is and is not in these "Core Commitments", on the input from our Members, on the information that we have been able to obtain from the Administration and from President Hultin and Chairman Matthews, on the answers to our questions, and on the questions which were not answered, on Saturday, August 25th at a meeting of the Alumni Officers and Directors, a Resolution was unanimously passed among the Officers and Directors present and voting to reject the merger with NYU as proposed. The Alumni have prepared a Position Paper and a Supplement Position Paper outlining critical issues which need to be addressed in the Memorandum of Understanding. You can read the Position Papers by clicking on the links on the left.
Best regards,
George Likourezos, Esq.
President
Polytechnic University Alumni Association, Inc.