Rice Letter to Dean Dobranski concerning Board bylaws amendments

November 29, 2005

Dean Bernard Dobranski
Ave Maria School of Law

Dear Bernie:

Thank you for your memo of November 22nd enclosing the bylaws amendments proposed to implement the Board of Governors' resolution of September 20th. Please understand that any comments I make on this matter are premised on my view that all persons involved are acting in what they regard as the best interests of Ave Maria School of Law (AMSL). My comments do not imply any personal criticism of anyone.

The proposed bylaw amendments would impose the two-term limit on Governors as proposed by the September 28thBoard resolution and would create an Advisory Board, lacking any discernible significant function, which the excluded Governors would be invited to join. The proposed amendments would also eliminate the existing office of Life Governor. In your memo of November 22nd,you said the bylaw amendments were "necessary to implement the resolution adopted at the September 28t\ 2005 meeting." But the September 28thresolution said nothing about Life Governors. If the two-term limit were adopted, I would be the only Governor involuntarily barred from reelection. I desire to remain in my present position on the Board and I will not abandon the position voluntarily.

If the Life Governor position were retained in the bylaws, I would become a Life Governor automatically upon my removal pursuant to the two-term limit. The additional proposal to eliminate the office of Life Governor as well as to impose the two-term limit, would exclude me involuntarily from both offices. The combination of those two amendments could lend support to conjectures that the entire amendment enterprise is designed to eliminate me from my present position on the Board and to prevent me from being even a non-voting Life Governor. Perhaps the immediate elimination of the office of Life Governor is a result of some newly apparent exigency unrelated to my removal from the Board. I await with interest your explanation.

As you and Tom Monaghan know, the established practice has been for founding Governors to be reelected to the Board unless they declare their desire not to be reelected. That practice has been applied even to Governors who have never attended a meeting of the Board. The proposed bylaw amendments abrogate that practice, as a result of which I will be the only founding Governor removed involuntarily from the Board.

The proposed involuntary removal of me from the Board will be a public act. It will be confirmed as a public act when the revised list of Board members, without my name, is published. At the September 28thmeeting I informed the Board that I reserved the right to state the procedural and substantive facts involved in my removal from the Board. As I stated then, I have a duty to my reputation, to my family and to the AMSL community to state those facts as necessary, in my judgment, to prevent any misapprehension of them. Those facts include, among other items, the novel character of the procedures employed and the substantive disagreements I have expressed, and still have, with positions you and Tom have taken on the governance of AMSL, its possible relocation to Florida and other issues. I trust you will understand, therefore, that I cannot accept the stamped limitation, "Confidential. For Internal Discussion Only." which was stamfed on each page of the proposed amended bylaws enclosed with your memo of November 22n . To put it simply, if you and Tom, with the approval of a majority of the Governors, want to kick me off the Board, you will have to do it in the open.

Evidently, you and Tom have the votes to deny my reelection to the Board through your proposed amendments, but you ought to be willing to do it openly, in a straightforward manner, rather than by indirection and circumlocution. At the September 28th Board meeting, I requested an up-or-down roll call vote on my reelection. I now renew that request. I prefer to think that individual Governors would themselves prefer to have an opportunity to stand up and be counted on that issue rather than to remove a nonconsenting Governor by a rearrangement of procedures and offices. If, on the other hand, you, Tom and the Board decide to follow the bylawamendment course presented in your November 22nd memo, I renew my suggestion that, at the very least, you ought to name the whole complicated process after me.

Permit me to emphasize again my view that you, Tom and all involved are acting in what you and they regard as the best interests of AMSL. While I have serious differences of perception and judgment with you and Tom, I am confident that you both understand my concern that AMSL must not be governed, in effect, as a sole proprietorship, with the interests of AMSL potentially subordinated to another agenda, and with the Board of Governors in a primarily decorative role reducible to "meet, eat and retreat."

I appreciate your consideration of these comments. I am grateful that we are joined in a union of prayer for the success of Ave Maria School of Law. With appreciation for what you have done to promote that success,

Sincerely,

Charles E. Rice

Professor Emeritus of Law