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Welcome Message from the President
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Veni, Vidi, Vici
If you’ve been reading these articles, and following my roller coaster years of confrontation with the American Bar Association, you may wonder why I have flashed back to tell the tale of the Potomac School of Law. I can only say with Casey Stengel, or whoever, that it was an experience of déjà vu all over again.
My new friend, Bob Schmidt, and I were busy during the evening of August 7, 1979. Our first stop was at a Maryland restaurant where board member Jack Long, a suburban fence manufacturer, was having dinner with his family. It took a while to convince Jack that the Potomac School of Law was in dire straights, but we did.
Our next stop was at the apartment of Marilyn Lowney. Marilyn was one of three original incorporators of Potomac. She was an associate of Bill Hurley at that time. On this summer evening, she was entertaining another gentleman. She signed the contract without much fuss.
Alice O’Donnell held an important office in the Federal Judicial Center. She was well regarded among the DC Bar, and respected by her fellow board members at Potomac School of Law. It was nearly 11 p.m. when Bob and I arrived at her northwest Washington apartment.
Alice was keenly aware of the significance of her association with Potomac. She was concerned about the status of the school, and the negative impact it could have on her reputation in the district. She strongly supported what Bob Schmidt and I were doing.
The next morning, at breakfast, student board members Jim Otway and Fred Burke added their signatures to the agreement. We had a majority.
I proceeded directly to the school, met with Dean Kirk, showed him the signatures on the contract, and told him that I intended to take charge. I asked him to call a special meeting of the faculty, so that we could discuss the situation and I could seek their support. Kirk said he would try to get as many professors together as were available. We agreed to meet again later in the afternoon.
I then went to see Dr. DiPietro. I showed him the signed agreement, and he made a copy of it for his files. He then asked me what I intended to do. I said that it was my intention to ask him for his keys to the law school, and all of the books and records, including the checkbook and all canceled checks. I told him that I wanted him to invite the staff to his office and introduce me as the new president of the school. Then, I wanted him to assure me of his cooperation with respect to the upcoming audit of the school.
He replied that he would refuse to do any of these things without direct orders from the board of directors. I asked him if he would agree to a telephone poll of the board to see what their intentions were. He refused. I then asked him if he would make himself available later in the day for a board meeting if a quorum could be mustered. He said he would be available.
I immediately checked into the Watergate Hotel, and got busy on the telephone. Within an hour, I had reached all but three members of the board of directors and arranged an emergency meeting for two o’clock at the school. I sat in on the board meeting. Paul Thomas, Potomac’s legal counsel was there. DiPietro had his own lawyer. My counsel, Jeff Petrash, was also present. DiPietro exhibited a set of corporate bylaws which provided that notice of a special board meeting had to be given two days in advance, and in writing.
While the bylaws also permitted waiver of the two day notice, it was clear that Dr. DiPietro, Dr. Winstead, and Col. Kenny would all refuse to waive notice of the meeting. So, counsel advised that no valid board action could be taken.
Undeterred, we decided to hold a special meeting of the executive committee, most of whom were present. There was no two day notice required. Alice O’Donnell chaired it; and under her gavel, the executive committee ratified the contract with Cooley, appointed Bob Schmidt treasurer, and directed that no financial commitments be made by the school without Bob’s approval.
I then went over to the classroom where faculty had been hastily summoned. I apologized for the impromptu convocation, and tried to give them an overview of the critical financial condition of the school. I told them that I thought a number of difficult but important decisions would have to be made rapidly if Potomac was to be saved.
The faculty listened, politely, cordially, but without any reaction or comment.
So I went down to the bar and had a drink with Bob Schmidt, Paul Thomas, and Jeff Petrash. It had been a good, if ambivalent, day’s work.
Back in my room, I found a bottle of champagne and a box of candies with a note from the hotel manager. I called to thank him. It turned out he knew who I was and why I was there. I told him that there was little hope of any payments toward the substantial arrearage in Potomac’s rent, but that as long as I was president of Potomac, the current rent would be paid, and paid on time.
I think he appreciated my candor.
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This Page was last updated on:
07/10/2006