by James A. Bacon
Twenty-nine Virginia Military Institute (VMI) alumni have filed suit in federal court against the VMI Alumni Association, alleging that the organization is entwined so tightly with the VMI administration that it operates for the benefit of VMI and not its alumni members.
The lawsuit recapitulates numerous controversies between dissident alumni and the association, including a thwarted takeover bid of the alumni association, a dispute over members’ access to alumni email lists, and the association’s suspension of seven members for ten years and one for life.
Traditionalist alumni object to the direction the military institute has taken since former Governor Ralph Northam appointed Cedric Wins in place of J.H. Binford “Binny” Peay III as Superintendent in 2020, and they are unhappy with the way the alumni association has marched in lockstep with Wins.
The rebels accuse Wins and the Northam-appointed Board of Visitors of undermining the Rat Line, the Honor Code, the memory of Stonewall Jackson, and other long-standing VMI traditions in a misbegotten quest for racial equity. Diversity, Equity & Inclusion initiatives inaugurated by Wins and his allies on the Board of Visitors have become a particular flashpoint. The lawsuit focuses, however, on issues relating to alleged abuses of power by VMI officials and the alumni organization in their feud with traditionalists.
The lawsuit chronicles how the alumni associations have been co-opted by the VMI administration and weaponized against alumni resistance. Although the conflict is uniquely acrimonious, it resonates beyond Lexington, Va., where VMI is located, mirroring tensions between alumni organizations and members estranged by the leftward ideological drift at universities around the country.
VMI was founded in 1839. The Alumni Military Association, organized in 1843, is the oldest college alumni association in the United States. The association switched to incorporated status in 1919 with the stated aims of “keep[ing] alive the memories of Institute life, and by their united efforts to more efficiently aid in the promotion of the welfare of the Institute, and the successful prosecution of its educational purposes in the future.”
The VMI Foundation, Inc., was incorporated in 1937 as an independent but affiliated entity of the VMI to raise money and make donations.
Over time, the missions of the Alumni Association, the Foundation, and the Institute itself became more closely entwined. “Over the last few decades until now,” says the lawsuit, “VMI and the VMIAA and Foundation are virtually indistinguishable.”
In the 1990s, for instance, VMIAA and the Foundation intervened in federal litigation to compel the Institute to admit women. Virginia’s Attorney General withdrew its representation of VMI and the alumni organizations took over the Institute’s defense for six years. (They lost the case in 1996, and women were admitted.)
Meanwhile, the alumni organizations have become increasingly critical for VMI finances. On average, states the lawsuit, the VMIAA and Foundation contribute on the order of $27 million a year to VMI, comprising between 38% and 50% of its revenue and considerably more than provided by the commonwealth. “This yearly contribution makes VMI entirely dependent upon the VMIAA to operate and has led to the increasing control of the board of directors of the VMIAA by VMI,” the lawsuit says.
Reflecting the “pervasive entwinement and symbiotic relationship between the VMI Alumni Agencies and VMI,” according to the lawsuit, the VMIAA and the Foundation have backed $29 million in municipal bonds benefiting VMI, putting their endowment at risk in lieu of the assets of state and local government.
“What began as an association of VMI graduates to remember life at VMI and to support fellow alumni has become a marketing and moneymaking machine for VMI, with no separation between the VMIAA and VMI,” the lawsuit states.
In 2019 under the leadership of Superintendent Peay, four alumni entities were restructured to align them more tightly with the VMI administration. The VMI Alumni Association, the VMI Foundation, Inc., the VMI Development Board, Inc., and the VMI Keydet Club, Inc. consolidated under the umbrella of the VMI Alumni Agencies. The board of the umbrella organization includes the VMI Superintendent as a non-voting member; two members of the Board of Visitors sit on boards of subsidiary alumni organizations.
“The net effect and practical purpose of the restructuring in 2019 was to give VMI and its administration virtually total control over the VMIAA and the entwined alumni agencies and, importantly, more control over the $700,000,000.00 endowment held by the alumni agencies,” the lawsuit says. “In its essence, the 2019 restructuring was a corporate takeover of the VMIAA and Foundation by VMI, a state agency.”
This restructuring, conducted without the permission of the alumni members, contains provisions formalizing the alumni organizations’ subordination to the VMI administration, the lawsuit alleges. For instance, the bylaws state that the VMIAA CEO shall “ensure proper communication with the Office of VMI’s Superintendent to achieve, support, and follow VMI’s approved strategic plan.”
The lawsuit details other particulars of how the alumni organization has been co-opted. The VMIAA occupies Moody Hall, Neikirk Hall and other office buildings at VMI. The VMIAA networking program for cadets is operated under the guidance of the VMI Career Services Office. VMI cadets use the VMIAA alumni calling list to solicit funds for the Superintendent’s salary, bonuses, and large discretionary fund.
“At all relevant times,” continues the lawsuit, “VMI forced all donations made by alumni to benefit cadets or the Institute to be made through the VMIAA, which must be approved by VMI, through the Superintendent.”
Wins has made the symbiotic relationship between the VMI administration and alumni association even tighter and exclusionary. On March 3, 2023, he wrote in a memo, “VMI only recognizes the established VMI Alumni Agencies and VMI Research Lab as approved external funding sources…. Any donation, monetary or in kind, from any organization other than the VMI Alumni Agencies to a VMI sponsored cadet activity must be approved, in advance, by the Superintendent or his designee…. It is the policy of the Institute to recognize only those donations made to the VMI Alumni Agencies for purposes of official VMI functions, ceremonies, and publications.”
VMI, asserts the lawsuit, attempted to use the Wins memorandum to control the funds and sources of funds donated to The Cadet student newspaper, which was critical of the administration. The Cadet, which has resisted the administration’s editorial control, is supported financially by a foundation created by rebel alumni.
While institutionalizing close ties with the VMI administration, the alumni association has acted to undermine the voting rights of its alumni members in violation of state law, the lawsuit alleges. “The 2019 amendment to the Articles of Incorporation expressly removed the right of the members, including your plaintiffs, to vote by proxy, directly infringing upon the members’ right to vote, which is an expression of speech, and, thus, violated the plaintiffs’ rights under the First Amendment to the United States Constitution.”
The lawsuit recounts events at a controversial April 9, 2022, VMIAA annual meeting. Dissident alumni sought to exercise their rights as association members to vote in a new board of directors but were blocked by VMIAA President Sam Stocks, allegedly in violation of the bylaws. The lawsuit also describes how the VMIAA, “acting jointly and in concert with VMI and its administration,” suspended membership of eight alumni who had attended the annual meeting and sought to oust the board. One member was suspended for life.
“The action by the VMIAA against plaintiff, Robert C. Morris, Jr., with his lifetime suspension, was clearly orchestrated by VMI,” the lawsuit alleges. Morris had previously won litigation against VMI in a procurement dispute and was a key player in resurrecting and funding The Cadet.
According to the lawsuit, VMIAA officials also made “false and misleading” statements about the rebel alumni, accusing them of “scraping or harvesting” 6,000 alumni email addresses from the VMIAA website in violation of its policies. The alumni acknowledge collecting the email addresses but maintain they violated no VMIAA policies in doing so.
“The overarching purpose of the VMIAA’s and VMI’s willful and malicious injuring of the Suspended Members’ reputations, etc.,” says the lawsuit, “was to silence the Suspended Members and any other active member who dare speak out against the direction of VMI or the VMIAA or who dare attempt to notify other active members of the VMIAA of the unlawful activities of the VMIAA.”
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