by Bob Morris, Gene Rice, and Mike Staso
On April 25, 2023, a group of Virginia Military Institute (VMI) alumni filed suit against the VMI Alumni Association, Inc. The complaint alleges that the Association refused members’ requests for records that will permit them to communicate with 20,000+ fellow members by email — the same vehicle the Association uses, and permits others to use.
The right of Alumni Association Members to obtain such a list, and other corporate records, is guaranteed to all members of Virginia non-stock corporations under state law. Virginia Code §§933 and 845 requires any non-stock corporation to produce such records when requested by members if they have a proper purpose.
The Association’s response was swift and accusatory. It stated that the members list is denied to protect the privacy of its members, and implies the lawsuit is an attempt by out-of-control alumni to usurp the protected means of communications between the Association and alumni.
The Association’s response derogates rights of its members. The Association is more likely concerned about losing its complete control of the distribution of all monetary support from alumni and friends as suggested by the VMI Superintendent’s recent restriction of direct financial or any in-kind support of cadets and cadet activities from any source but the Association.
Once a strong and democratically run alumni community, the Association appears to have devolved into competitive authoritarianism that would be the envy of Russia and similar dictatorial and oligarchic regimes.
In their definitive research, Competitive Authoritarianism: Hybrid Regimes After the Cold War, Cambridge University Press 2010, Steven Levitsky and Lucan Way define “competitive authoritarian regimes” as those “in which autocrats submit to meaningful multiparty elections but engage in serious democratic abuse.” As Levitsky and Way explain in Elections Without Democracy: The Rise of Competitive Authoritarianism,
In competitive authoritarian regimes, formal democratic institutions are widely viewed as the principal means of obtaining and exercising political authority. Incumbents violate those rules so often and to such an extent, however, that the regime fails to meet conventional minimum standards for democracy.
The leadership comes from a hybrid regime that combines authoritarian and democratic institutions. Elections in Russia, for example, are ones where political opponents are jailed and repressed, independent media are intimidated and suppressed, the “candidates” the population is allowed to vote for are limited, etc. While not jailed, critics are intimidated and suppressed by an Association that fails to meet even the basic democratic criteria defined by Levitsky and Way, consisting of:
1) Executives and legislatures are chosen through elections that are open, free, and fair; 2) virtually all adults possess the right to vote; 3) political rights and civil liberties, including freedom of the press, freedom of association, and freedom to criticize the government without reprisal, are broadly protected; and 4) elected authorities possess real authority to govern, in that they are not subject to the tutelary control of military or clerical leaders.
Nothing, of course, is perfect.
As Robert Kennedy, Jr. wrote, “Democracy is messy, and it’s hard. It’s never easy.” According to the Quality of Democracy Index, even countries ranked as having the highest quality of democracy (the United States is ranked 36th) have one or more of the criteria violated from time to time. The violations, however, are never systemic enough to “tilt the table” of democracy between those in power and those with opposing views. Events of the past two years brought to light that the Association’s violations are not only smothering and systemic, but institutionalized.
Competitive authoritarian regimes maintain power and control the population, according to Levitsy and Way’s research, because their outcomes hinge “on the character of state and ruling party organizations. Where incumbents possessed developed and cohesive coercive party structures, they could thwart opposition challenges, and competitive authoritarian regimes survived.”
The Association and, by extension the Alumni Agencies, expertly follow this model, at least as far back as the former VMI administration.
1. The Association Board is not chosen through elections that are open, free, and fair.
Even Abbie Hoffman, American political and social activist, co-founder of the Youth International Party (“Yippies”) and member of the Chicago Seven, supported the democratic process. “Democracy is not something you believe in or a place to hang your hat, but it’s something you do,” said Hoffman. “You participate. If you stop doing it, democracy crumbles….”
Hoffman’s views are apparently too radical for the Association today.
Although the Association elects board members at its annual General Membership Meeting and the elections are generally free of massive fraud (as far as can be determined from the Association’s limited transparency) incumbents routinely abuse the process, deny the challengers adequate access to the membership, and limit the ability of opponents to participate in elections. They use their control of the nomination process so only their candidates make the ballot, and structure the ballot so that only votes in favor of the slate are possible. They force all voters to travel to Lexington in order to vote.
In response to a number of actions by the Association to avoid financial clarity and transparency in all operations; deliberately limiting member’s attempts to correspond with other Members; and other restrictions on Members holding differing opinions than the Association’s oligarchs, a large group of Members attended the April 9, 2022 Annual General Membership meeting in-person, as required by the improperly modified Article of Incorporation. The group overwhelmingly voted to remove the existing Association Directors. Having heard of potential critics planning to attend the meeting, the Association, working with the VMI Administration, stationed tactically outfitted campus police at the event. At least one, in fully body armor, stood with the Superintendent, Maj. Gen. Cedric Wins, at the back of the room in an obvious attempted show of force and intimidation.
Following heated debate, the majority in attendance voted to remove the entire Board, voted down the Association’s slate of directors, and, without a single voice raised in opposition, unanimously elected their own new slate of directors. That slate included some of the Association directors already in place as of April 8, to include Mr. Anthony Moore as the first Black Association President, from the Association’s slate. Mr. Samuel Stocks ‘90, Association President at the time, ruled the vote out of order and refused to recognize the right of Members to vote to remove directors at the annual meeting. By this action, the president illegally deprived Members of voting rights established by the Association’s Amended and Restated Articles of Incorporation. When Stocks could not gain enough “yea” votes to adjourn the meeting, he just simply declared it over.
Before unilaterally dismissing the members, Stocks promised them he would call a Special Meeting to remove Association Directors:
“We will have to call another meeting and I would welcome y’all’s names and we’ll put them in the hopper and we would have to do this [the vote] again…” and “we are going to call a Special Meeting. That means we all have to get back together, which is fine. In preparation for the Special Meeting I want to know what the concerns are so we can have a discussion…so tell us the concerns you have. Tell us the folks you would like to get on the Board… And then it’s pretty easy then to get on the Board. We’re willing to do that, have a Special Meeting, if you all come in guns blazing and you think we’re a bunch of idiots and you vote us all out in a Special Meeting so be it. I got other things to do fellas.” [emphasis added]
Subsequently, the Association nominating committee, without authority, selected a slate of nominees for both Regional Directors and Directors-at-Large positions for the subsequent Special Election on June 11, 2022, without allowing all those Members who wished to be considered to appear on the ballot for each position they desired.
When the Special Meeting convened in June 2022, again after only 10 days notice in the local Lexington News-Gazette newspaper that most of the Association’s 20,000+ Members lack access to, the Association limited the meeting’s scope to only allowing member votes on the Association’s pre-approved slate of Directors – one per position. Members were informed they could vote only for the entire pre-selected slate of directors, not for each name per each position. Not a single nominee from the opposition group appeared on the ballot. Meeting attendees were told that if the Board’s slate was not approved at the meeting, the existing Board would remain in place until such time as enough votes were cast to elect the Board’s named Directors. No nominations from the floor. No write-in votes. Any member objecting to the Board’s nominees could only abstain from voting and the Board’s Nominee would pass, if even by a single vote.
Furthermore, voting at the meeting was carried out without any effort to confirm that those voting were Members of the Association.
The vote Stocks promised to remove directors was not allowed. He deferred all questions to the Association’s lawyer, not to be answered until after the meeting and election concluded. A clever tactic given the provision in the Virginia Non-Stock Corporation Act that by merely participating in a meeting, a Member gives up his or her rights to object to the meeting later.
Association oligarchs carefully manipulate formal democratic rules because they are unable, as of yet, to eliminate them or reduce them to a mere façade. The Association is moving swiftly to expunge the remnants of democracy at this year’s elections, and continuing its work to take more and more authority from the Members.
On February 28, 2023, VMIAA published a call for nominations to fill a single director-at-large position, “On behalf of the Alumni Association Board of Directors,” Ed Johnson ’79, Association Chief Operating Officer, emailed to some, but not all, Members, “We need your help as we seek nominations for the position of director at large. These nominations will be included in the creation of the slate to be voted on at the May board meeting.” [emphasis added] The notice was also obscurely posted to the Association’s marketing site.
In response to the call, reports are that the Association received some 27 nominations for the single director-at-large position. According to the Association slate subsequently published by the regime, there were actually two, not one, at-large director positions open. The Board selected Abigail Dawson ’14 and Jeff Washington ’80 for these two positions. Both are already occupying those positions. One is renewing their option for a second three-year term. The other apparently decided to step down, and then reconsidered.
Although there were eight Regional Director positions available, Members were never informed of, or allowed to submit nominations for, any of them. The Board selected one person per position, chosen by the existing Regional Directors, with five being re-appointments. According to the Association’s notification, “The nominees for Regional Directors reflect the long-standing practice of working with the chapter presidents in the regions to fill those slots.”
The right to even nominate, much less vote on, Regional Directors is now removed from the Members.
The Board now selects its new or re-appointed Members, the nominating committee, controlled by the Board, places them on the slate as the only candidate for each position. Members can vote only for or against the entire slate. If a majority of eligible Members do not vote in favor of the slate, the current incumbents continue to serve until their successors are elected. The Association decree changes Members’ only right from voting for directors to voting for directors chosen by the Board.
This is a process to appoint, not elect. But, technically, at least, there is an election the Association can market to the masses.
All new Board Members this year will serve until 2026. This eliminates any opportunity for change for the next two years.
In another violation, the Association marginalizes critics or subjects them to deliberate acts to discredit them. Using the Members list and other means, the Association distributed incendiary rhetoric from the VMI Superintendent such as, “time and time again, there has been a group of unhappy alumni who want to stoke the worst fears and sow seeds of discord about the training and education of students here.” When Members of the VMI Class of ’74 expressed criticism of the current VMI administration’s policies, and the Association’s support of them, the Association again used the Members list to circulate a letter from the VMI Superintendent that falsely stated, “these five alumni are asking you to withhold your donations in order to punish the Institute and withdraw funding from cadets for political or other reasons beyond its control” and “First and foremost, withholding your giving from the VMI Alumni Agencies ultimately hurts the Corps of Cadets.” The Association’s cover message to the Superintendent’s letter stated it was sent to “set the record straight.”
When Members of the Class of ’74 asked the Association to send their own rebuttal to the Superintendent’s letter in order to correct the false and misleading statements, electronic receipts show Mr. David Prasnicki, Chief Executive Officer of the VMI Alumni Agencies, deleted their email without even opening it. Anthony Moore, VMI Alumni Association President, never responded.
The other agencies within the VMI Alumni Agencies (Keydet Club and VMI Foundation) limit VMI alumni participation even more. According to its Articles of Incorporation, the membership of the Keydet Club, for example consists exclusively of “of those individuals who are serving from time to time on the Board of Directors of the VMI Alumni Association.” The Members of the Association Board, that they have full control over installing, have all control of the Keydet club and its substantial resources.
Regimes characterized by such abuses cannot be called democratic.
2. All Members may possess the right to vote but the VMI AA suppresses their ability to vote.
In the words of Abraham Lincoln, “Elections belong to the people. It is their decision. If they decide to turn their back on the fire and burn their behinds, then they will just have to sit on their blisters.”
But VMI’s Alumni Association elections do not belong to the Members, they belong to the regime’s oligarchs.
Unbeknownst to the vast majority of Association Members, the Board unilaterally changed the Association’s Articles of Incorporation in 2019, during the previous administration, to eliminate the right of Members to vote by proxy. In so doing, the oligarchs guaranteed that any member, regardless of age, physical impairment, location in the world, military service or other factor that could not physically travel to Lexington, Virginia on 10 calendar-day notice could not vote. Again, technically, elections are held.
The right to vote by proxy or other means of remote voting is common and the rule, rather than the exception, for other Senior Military Colleges and Service Academies, including West Point, the Naval Academy, the Air Force Academy, the Coast Guard Academy, and VMI’s sister college, the Citadel.
As with any well controlled competitive authoritarian regime, the Association does not openly violate most (but not all) democratic rules. Subtler forms of persecution to “legally” harass, persecute, or otherwise compel cooperative behavior from critics are used. After the April 2022 vote to replace the Association Board, Stocks and the Association again used the Members list to spread additional false and misleading information to discredit its critics and the opposition:
During this meeting, a group of approximately 60 frustrated alumni arrived and demanded the entire board be replaced. They did not share their concerns in advance with me; David Prasnicki, Alumni Agencies chief executive officer; nor members on the Executive Committee.
The board was totally blindsided, and the meeting unfortunately devolved from there. Attempts to have a discussion with the group during the meeting failed, as no leader could speak with full authority for the group. Because of the disruption, the board was unable to complete their business. We have now reassessed nominations, and we will elect the new slate at our meeting Saturday.
After learning that the same approach for electing directors is to be in place for the scheduled May 6, 2023, membership meeting and, after being denied the right to even nominate Members for the available Regional Director positions, the group filed the court action determined to obtain the list authorized to them under the law, make the rest of the Members aware of the situation, and move for greater transparency and representation of all members in their Alumni Association. The Association again refused, in order to retain absolute control of the makeup of the Board of Directors and thereby evict any participation of the Members from fashioning its message and operations.
Although early requests were rejected on the grounds that the Association was not bound by state law, the Association’s most recent response to the group’s requests, on advice of its legal counsel, has been to offer to provide a written list of names and physical addresses so as to limit the ability to contact fellow Members to postal mailings and only after the addresses had been manually converted from the hard copy list provided to a usable form for addressing correspondence. In addition to being time consuming, this limitation would cost a Member more than $10,000 per communication to engage the over 20,000 alumni, while the Association enjoys the privilege of using email addresses to contact the same Members at little to no cost electronically or using a “blank check” for mailings funded by Member unrestricted donations.
Access to the Members list, authorized by the Code, and which the Members are suing to obtain, would provide a means of communication to all alumni about operational irregularities and would expose the “quiet” change in the Association bylaws to eliminate proxy voting, modifications to nomination and election procedures made during the past year, without comment or vote, and other irregularities that have further impaired the ability of concerned alumni to influence the leadership of what is, at least on paper, their Association.
3. Political rights and civil liberties, including freedom of the press, freedom of association, and freedom to criticize the government without reprisal, are not broadly protected. These rights are, in fact, repeatedly repressed and opponents retaliated against by the Alumni Association.
As an important point of context, the United States is the only country in the world whose constitution is worded to specifically prohibit any limitation on free speech; the only one that does not have a caveat for its right to free speech. The Constitution makes it clear, “Congress shall make no law … abridging the freedom of speech, or of the press.” It is important that this language does not grant people the right to free speech. Free speech is assumed and the language limits the government from taking free speech away. Other countries grant the right, but the U.S. protects the right. The Association neither grants nor protects, it limits, or outright eliminates, the rights of Members it, in the sole view of its oligarchs, determines are damaging to their agenda.
The Association, fearful of the words of Thomas Jefferson, that “Whenever the people are well-informed, they can be trusted with their own government,” structured voting so that the Association controls the message.
Members attending the 2022 General Membership meeting were allowed an unrestricted opportunity to speak, raise issues, and conduct business.
Unfortunately for them, they did.
At this year’s May 6, 2023 General Membership Meeting, according to the notification by COO Ed Johnson ’79, only “Alumni in good standing” can speak, and must sign up in advance to speak, during a small 30-minute “public comment period.” Each Member permitted to speak is chosen by the Board and limited to three minutes to state their views. “This will be tightly adhered to,” commands Johnson, adding “…board members will not provide comment, feedback, or answer questions; however, every comment will be heard and considered.” [emphasis added]. The voice of the Association’s 20,000+ members is now reduced to only ten 3-minute “sound bites” from 0.0005% of the total membership, chosen to speak exclusively by the Association leadership. There will be no interaction with or response from the regime.
Association Members are no longer allowed to question their leaders, demonstrating the regime has no level of consideration or interest in hearing what Members have to say.
Technically, however, every member is considered for an opportunity to be heard. That will be the story promulgated by the Association to the Membership writ large using the Members list only the Association controls.
The Association’s suppression of members’ voices extends well back from the upcoming meeting and now permeates almost every aspect of Association operations. The regime, it appears, rejects Thomas Jefferson’s axiom that “The basis of our government being the opinion of the people, the very first object should be to keep that right; and were it left to me to decide whether we should have government without newspapers, or newspapers without government, I should not hesitate a moment to prefer the latter.”
The VMI Superintendent berates critics on social media, calling one “desperate and racist” with silence from the Association. The Class of 1956 was denied access to the Members list of their own Brother Rats (classmates) to send out a DVD of a memorial service for their deceased classmates to those who could not attend because the Association could not control the language in the accompanying letter.
The Association freely uses the Members list to distribute materials from the VMI Administration, unsolicited by Members, including personal attacks on Members and organizations they support, but refuses to similarly distribute opposing views. The warning letter by the Foundation of Individual Rights and Expression (FIRE) and the Student Press Law Center (SPLC) to VMI for what the organization called, “The series of facts below and numerous other missteps on the part of VMI’s administration, of which there were too many to include in a single letter…” documented the Association’s participation in or support of numerous violations of Cadets’ First Amendment rights. As with those violations, the full list is almost too long to cover.
4. Elected authorities do not possess real authority to govern, in that they are subject to the tutelary control of leaders. VMI AA is subject to the control of the VMI Administration and its own leadership oligarchs.
The Association would be well served to heed the words of Andrew Young, “There can be no democracy without truth. There can be no truth without controversy, there can be no change without freedom. Without freedom there can be no progress.” The Association’s violations create an uneven playing field between the regime and its alumni membership.
So, what is the dangerous ideology the Association seeks to protect its Members and VMI from in the Association’s elections?
Starting before the April 2022 General Membership Meeting, the core group of critics called for several fundamental changes to Association elections and governance that earned them the Association’s wrath.
1. Reinstate proxy voting by any and all means, including electronic voting.
2. Allow nominations of Board candidates to be made from the floor at the Annual meeting.
3. Provide the list of candidate(s) proposed by the Association nomination committee 60 days prior to the annual meeting.
4. Any Member desiring to compete for any Board position is provided the ability to do so and given equal ability to make his or her case to the voting Members as any from the Nominating Committee.
5. All Members desiring to be candidates have their names on the ballot for any positions they desire.
6. Members vote to elect individual candidates for each position versus voting for a “slate.”
7. Provide to any candidate not on the Association candidate list who wants to be considered for an open position, access to the Member list at least 45 days before the annual meeting.
8. Provide annual meeting notice via email, post card or other practicable means that deliver notice directly to Members as required by Section 13.1-810 of the Nonstock Corporation Code, rather than relying on publication in the Lexington Gazette as is only permitted when direct delivery is not practicable.
9. Remove voting privileges of Honorary Members and fully disclose to the Membership the identities of and reasons for their designation as Honorary Members.
The Association’s competitive authoritarianism is not new. It evolved over time, benefited the previous VMI Administration, and was a contributor to the neglected issues at VMI that, in turn, set the conditions former Virginia Governor Ralph Northam used to justify his administration’s Special Investigation into VMI. The Association’s strict adherence to the practice, and a strategy of silence in response to any allegations against VMI before, during, and after the Special Investigation were contributing factors to many of the faults in the investigative report itself, resulting in the report’s finding that, “Intentionally or unintentionally, VMI and the Alumni Agencies fed that mistrust with inaccurate comments about the investigation that they issued to the press and to alumni.”
In its zeal to remain in power, the Association oligarchs merely changed position to provide full, unquestioning, support to the current VMI Administration rather than maintain an “arm’s length,” but balanced [neutral] relationship with VMI to ensure accountability and productivity of alumni and other funds invested in VMI. The Association now supports those wanting wide and significant change at VMI just as they previously fully supported a leadership that staunchly supported the status quo.
To retain their control on the money, power and prestige, the regime is just as likely to change allegiance to the next political or other group with the most perceived power. Until VMI alumni can resolve this situation, they cannot begin to tackle the problems of VMI itself.
Regardless of the outcome from the current civil case regarding the Member’s list, and what transpires at the May 6, 2023 General Membership meeting, all VMI alumni and, especially the large donors who continue to financially prop up the Association’s competitive authoritarianist system, as well as those “candidates” for Association positions in this election who say they will change the system, but allow themselves to be seated on the Board by it, would be well-served to heed the words of George Bernard Shaw:
“Democracy is a device that ensures we shall be governed no better than we deserve.”
Bob Morris, Gene Rice, and Mike Staso are all VMI alumni.