This Memorandum of Understanding (“MOU”), dated as of October 5, 2021, details the funding and operational support provided by Princeton University (the “University”) to the Princeton Alumni Weekly (“PAW”) and the function and composition of the PAW Advisory Board.
WHEREAS, the PAW is an administrative unit within the University which has traditionally derived part of its funding from class dues paid by University alumni;
WHEREAS, the University wishes to provide additional funding and operational support to the PAW so that the PAW can thrive as a publication for and by University alumni without relying on funding from class dues;
WHEREAS, the PAW and the University want to ensure that the PAW maintains editorial independence as to content, and that the PAW has the benefit of an Advisory Board composed of alumni with media experience and members of the University and alumni community; and
WHEREAS, the PAW and the University want to memorialize the function and composition of the Advisory Board.
NOW, THERFORE, the University and the PAW acknowledge the following:
I. Charter: The PAW operations have been guided by a charter originally dated April 17, 2000 (the “Charter”). As of the date of this MOU, the Charter shall be null and void. The PAW shall continue to operate as an administrative unit within the University in accordance with all applicable University policies and procedures, subject to the provisions set forth below.
II. Personnel: As University employees, PAW personnel, including the Editor, are subject to all Human Resources and other University policies applicable to employees, including but not limited to those regarding hiring, salary setting and performance reviews. The Editor of the PAW shall report to the Vice President and Secretary of the University, and shall serve as the direct supervisor of all other University employees assigned to the PAW.
III. Editorial Process:
A. Content: The PAW and the University will work constructively to identify University-related topics that may be worthy of coverage, and to resolve issues about stories when necessary. Except as set forth in Sections III.B, III.C, and VII, the University shall not provide content for publication or review articles in advance of publication for the purposes of editing or revising content.
B. President’s Page: The PAW shall make available in each issue space for the President of the University to communicate with the alumni (the “President’s Page”), and the PAW shall not edit or revise the content of the President’s Page.
C. Legal Support and Review: The University’s Office of the General Counsel (OGC) will designate one of its attorneys as a liaison to the PAW, and that attorney will serve as the primary point of contact to the Editor whenever the PAW requires legal support. The Editor shall be responsible for identifying potentially problematic content, such as content that could create the risk of lawsuits for libel, defamation or other liability, and for bringing those matters to the attention of the legal liaison, who will coordinate legal review on a timely basis prior to publication. OGC will engage an outside lawyer experienced in advising media organizations to conduct such review and to be available to the Editor for consultation, but all such consultations must be coordinated and approved by the legal liaison. If OGC, either directly or through outside counsel, advises the Editor that publication would expose the University to legal risk, the Editor shall consult the Vice President and Secretary, who will decide, on behalf of the University, whether or not the content may be published.
IV. Communications with Other Members of the University Community: In connection with developing content for the PAW, PAW reporters, whether employees of the University or unaffiliated contributing writers, must inform the members of the University community they contact of their status as PAW reporters and advise them that the University’s Office of Communications does not review or edit PAW content in advance of publication.
V. Advisory Board:
A. Role: The Advisory Board shall guide the Editor on overall editorial strategy relating to PAW’s print and digital platforms, including frequency of publication, content development, journalistic approach and similar content-related issue of the PAW and, except as otherwise specified in Section III above, the University shall have no role in determining the content of the PAW or seek to interfere with the editorial decisions of the Editor. The Advisory Board shall have no authority over administrative matters under the control of the University, including the PAW’s annual budget, or the hiring, firing, evaluation or compensation level of any PAW employee. Notwithstanding the foregoing, the University shall consult and solicit input from a committee comprising the Vice President and Secretary and Chair and Vice Chair of the Advisory Board when (i) establishing the qualifications and responsibilities of the Editor; (ii) hiring the Editor (i.e., beginning the search for, recruiting and recommending to the University a slate of finalists for the position), (iii) removing the Editor; and (iv) evaluating the Editor’s performance. However, the University shall have sole and final discretion relative to all matters referenced in subparagraphs (i) through (iv) immediately above.
B. Composition: The Advisory Board shall have a total of 12 members, and shall include:
(i) Seven alumni with professional experience in media, including a member of one of the three most recent undergraduate classes and one representative of graduate alumni. The seven alumni members described in this subparagraph shall serve three-year terms.
(ii) One member of the Faculty;
(iii) The Vice Chair of the Alumni Council;
(iv) The Chair of the Alumni Council on Class Affairs;
(v) The Deputy Vice President for Alumni Engagement; and
(vi) One member appointed by the President of the University.
C. Transitional Advisory Board: All current members of the PAW Board, as provided in the Charter, as of the date immediately preceding this MOU described in (i) through (v) above shall serve on the Advisory Board through June 30, 2022. Members whose terms on the PAW Board would have extended beyond June 30, 2022 shall serve on the Advisory Board for the remaining length of the term they would have served on the PAW Board. The initial term of the Advisory Board member described in (vi) shall begin on the date of this MOU.
D. Selection Process:
(i) The Faculty member shall be designated by the Dean of the Faculty following consultation with the Advisory Board. The Vice Chair of the Alumni Council, the Chair of the Alumni Council Committee on Class Affairs, and the Deputy Vice President for Alumni Engagement serve ex officio. The President of the University will appoint the Advisory Board member described in Section V.B (vi).
(ii) Six of the seven alumni members of the Advisory Board, including the recent undergraduate alumni member, shall be elected by the Alumni Council following nomination by its Committee on Nominations. The Advisory Board will recommend candidates to the Committee on Nominations. The Committee on Nominations may choose to nominate a candidate who has been recommended by the Advisory Board, or it may nominate another candidate after obtaining the advice of the Advisory Board. It is expected that the Committee on Nominations will present a single candidate for each Advisory Board position in each election for approval by the Alumni Council. Except as otherwise required by section V.B.(i), any of these six alumni may be undergraduate or graduate alumni. Neither the Advisory Board nor the Committee on Nominations shall act unreasonably in following these procedures with respect to the nominating process.
(iii) The representative of graduate alumni shall be nominated and elected in similar manner, except that the nomination shall be made by the Association of Princeton Graduate Alumni.
(iv) With the exception of the Advisory Board members serving ex officio and the President’s appointee, all other members of the Advisory Board (i.e., the seven elected members and the Faculty representative) shall serve three-year terms and shall be limited to no more than two consecutive terms; provided that such members shall be eligible for re-election or reappointment after at least one year off the Advisory Board.
(v) Over time, the Advisory Board should reflect the diversity of the alumni body.
(vi) Terms of elected or appointed members of the Advisory Board shall begin on July 1 and end on June 30.
E. Vacancies: In the event a vacancy shall occur in any position on the Advisory Board except the ex officio members, a successor shall be selected for the unexpired term in the same manner as the member whose place is to be filled. Advisory Board membership filling an unexpired term shall not count toward the prohibition against more than two consecutive terms of service as described in Section V.D.iii.
F. Officers: Each year the Advisory Board shall elect one of its members as chair and another as vice chair, with the term of office to run from July 1 through June 30. These shall be members of the Advisory Board with professional media experience.
G. Meetings: The Advisory Board shall meet at least once each year between July 1 and December 31 and at least once between January I and June 30. Other meetings may be called by the chair or at the request of any three members of the Advisory Board. Advisory Board members may meet or participate in meetings by telephone or other means of electronic communication.
VI. Budget and Funding: The University shall set and fund 100% of the PAW’s annual budget. Any fundraising for the PAW must be approved and coordinated through the Vice President and Secretary, in accordance with policies and procedures of the Office of Advancement.
A. External: The PAW may continue to seek external advertising and may use revenue generated from such advertising to supplement the University-established budget for special projects. Excess revenue beyond what is needed for these projects, which could stretch across multiple fiscal years, will contribute to the University-established annual budget.
B. Internal: Paid advertising by the University or its departments will contribute to the University-established annual budget.
VIII. Term: The operational understandings reflected in Sections III through V of this MOU will remain in effect for ten years unless revised earlier with the advice and concurrence of the Advisory Board. At that time and approximately every five years thereafter, the University shall review the operations of the PAW and, after consultation with the Advisory Board, may make any operational changes it deems appropriate.