Baylor Goes to War With Alumni Group

WACO, Texas (CN) - Baylor University claims the school's independent alumni association "abandoned its charitable purposes" by failing to hand over $1 million in promised scholarships after rejecting a proposal to join the school formally.

Baylor sued the Baylor University Alumni Association in McLennan County Court on June 6. It claims the BAA has paid "not one dollar" toward a $1 million gift it pledged to the school in February 2013.

"As relief, Baylor seeks, among other things, to limit BAA's purposes by reformation to provide only financial aid to Baylor students," the 19-page complaint states. "If such reformed purpose is not possible, then termination of BAA's charitable purposes is appropriate."

The lawsuit comes two years after a Baylor-commissioned survey found 91 percent of the school's alumni wanted an alumni outreach program that is open and free to all alumni.

"BAA is a membership organization that requires payment of dues," the complaint states. "BAA has served less than 10 percent of all Baylor alumni."

Baylor claims that under its efforts to unify alumni relations and provide a no-cost alumni program, it approached BAA, beginning in 2009, about having it terminate its independent governance and become part of the university.

Baylor claims that more than 55 percent of BAA voting members approved a transition agreement in September 2013 to join the school, but the measure did not pass because BAA bylaws require a two-thirds majority.

A charitable trust under Texas law, BAA lists Baylor as its sole beneficiary and the school, in turn, licensed trademarks for BAA's use until it terminated the licensing agreement shortly after the failed vote.

"BAA has continued to use the licensed Baylor marks and to hold itself out as an official alumni organization of Baylor, both over Baylor's express objections, and despite Baylor's ongoing requests that it cease and desist," the complaint states. Baylor claims that two other independent groups affiliated with the school have since successfully voted to be integrated into Baylor - the athletics-supporting Baylor Bear Foundation and the Baylor B (Lettermen) Association.

Baylor claims BAA has provided "minimal" financial aid to students over the years.

"BAA's own publication indicated that, in 2012, BAA had contributed $8,381 to Baylor and $60,000 to students for scholarships," the complaint states. "Yet personnel costs and professional fees paid by BAA totaled $1,207,059."

Baylor claims that on its own, it raised more than $100 million for scholarships in less than three years.

"BAA's stated position and course of action have created and will continue to create confusion in the marketplace with respect to the source of the solicitations and the ultimate use of any gifts," the complaint states. "The BAA's stated position and course of conduct constitutes an infringement and dilution of Baylor University's marks under state and common law, as well as a pursuit outside of the charitable purposes of the trust."

BAA president Keith Starr said Tuesday that the group is disappointed Baylor filed suit.

"We have tried for several years now to reach an agreement with the university that enables us to preserve our name; the title of our magazine, the Baylor Line; and keeps our commitment to thousands of Baylor alumni," Starr said. "However, the university has rejected our attempts at peace for over a decade and has chosen to continue its efforts to marginalize the BAA, up to and including suing its officially recognized alumni organization. The BAA now will defend its legal rights, present its counterclaims and oppose Baylor University's relentless effort to silence the association, which has served as an independent yet supportive voice of Baylor alumni for more than 150 years."

Baylor seeks an injunction for breach of contract, trademark infringement, breach of fiduciary duty and a declaration that its contracts with the BAA were properly terminated and that the BAA has abandoned its charitable purposes.

Baylor is represented by Angus McSwain with Fulbright Winniford in Waco and Tony Visage with Bracewell Giuliani in Houston.

Follow @davejourno

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