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University trustees reject AC3 offer

By Diane Chiddister

In what appears to be the final act of the long, complex and heartwrenching saga around efforts to save Antioch College, the Antioch University Board of Trustees on Thursday, May 8, rejected the offer of the Antioch College Continuation Corporation, or AC3, of almost $16 million to keep the college open. In a press statement the board reaffirmed its decision to suspend operations at the college.

“This is a sad day not only for Antioch, but for everyone who cares about progressive education in this country,” said AC3 co-chair Frances Degen Horowitz in a press release from the AC3. “This was a remarkably generous and well-intentioned offer by an experienced and supportive group of alumni, seven of whom are former University trustees. Our proposal was not only a brilliant solution to save Antioch College — it would also have provided Antioch University with critical resources and expertise. We are all at a loss to understand why the University board rejected a plan that would have served both the College and the University so well.”

In the university’s press release, Board Chair Art Zucker stated, “The spirit of Antioch lives on in Antioch University. While we remain committed to renewing the operation of Antioch College in a workable model for the 21st century, we continue to serve Antioch’s education mission through the remaining five campuses unaffected by Antioch College’s temporary closing.”

The AC3 was shocked by the trustees’rejection of their proposal, because a week before, on April 28, the trustees had voted to accept the AC3 proposal in a vote not made public at that time. What remained to be worked out seemed minor details, not deal-breaking issues, according to AC3 co-chair Eric Bates in an interview Friday.

“It’s hard not to be shocked about something that appeared to have been settled a week earlier and hadn’t been changed substantively,” he said. “What’s tragic is that it appears the will of the majority of the board has been successfully thwarted by the board’s own leadership.”

According to Trustee Dan Fallon on Friday, the trustees on May 8 rejected an AC3 counterproposal to a board proposal because the trustees were “worried about whether they had exercised fiduciary responsibility” for the university, and “at a point when trust and confidence were relatively low, the AC3 counterproposal seemed aimed at having power and control, and the risks no longer seemed worth it.”

The AC3’s efforts to save the college are now done, according to Bates.

“We have been close to an agreement for some time. We have offered a number of creative suggestions that have been repeatedly rejected,” he said.“You can’t reach an agreement with someone who doesn’t want to reach an agreement, It’s apparent that the university isn’t interested.”

Points of contention
According to Bates and Zucker in interviews on Friday, the trustees rejected the AC3’s counter offer on May 8 because of a suggested change in personnel on the board that the AC3 considered minor and that the trustees considered to be threatening to the university structure.

The university press release also identifes other issues of contention that were never raised with the AC3, Bates said on Friday.

The AC3 proposal to the board included $9.5 million immediately for Antioch College, and $6 million in pledges for the university’s other five campuses. The current university board has collectively given less than $25,000 to the college this fiscal year, according to the AC3 press release.

These donations would be contingent upon a reconstitution of the university’s board of directors. While the AC3 had originally offered the money in exchange for 10 seats on the trustees’ 18-member board, that plan had through mediation been revised to eight seats chosen by the AC3, eight chosen by the current trustees, and four chosen by both groups. On April 28 the trustees approved this change, with a “slight modification based on the identity of one person on the proposed reconstituted board,” according to the university press release.

According to Bates, while the trustees and the AC3 had after much deliberation agreed on Frances Horowitz, Lee Morgan, Dan Fallon and Al Denman as the four trustees jointly selected by the AC3 and the current trustees, after April 28 the trustees requested that Denman’s seat be occupied instead by trustee emerita Lillian Lovelace.

According to Bates, the AC3 was surprised by that proposal because Denman had originally been suggested by Fallon and was assumed to have been approved by the trustees. It was very difficult to go back to the AC3 with a new change after the group felt it had already accomodated a variety of unexpected changes, he said.

“Every time we addressed their concerns, there were more concerns,” he said.

On Friday, Fallon and Zucker said they did not know how Denman’s name came up for the seat, but that the current trustees preferred that Lovelace be chosen.

The AC3, after interviewing Lovelace, agreed to her taking a seat on the board but offered what they considered a minor counter proposal. They suggested that Lovelace take Fallon’s place as one of the four jointly selected board members, and that Denman stay on the board. The AC3 suggested that Fallon could stay on the board as one of the current trustees’ eight choices.

This counterproposal by the AC3 was described in the May 9 press release as having sparked the vote against the AC3 proposal because “it would have placed the Antioch University system in jeopardy.” The trustees’ suggestion for replacing Denman with Lovelace was described as “one minor change.”

In response, Bates stated on Friday, “to describe their suggestion as minimal and ours as university-destroying is specious at best.”

The current trustees had never identified who their choices for the eight seats would be, Bates said. The AC3 had identified their choices as Karen Mulhauser, David Goodman, Bob Krinsky (until July 1, when Barbara Winslow would be able to take a seat), Bates, Laura Markham, Steve Schwerner, Catherine Jordan and Zelda Gamson.

The university press release also identified as deal-breakers that the AC3 “did not provide enough detail to indicate how the college could remain open beyond the first year, including academic and business plans.”

In response, Bates said that he and Horowitz had met 14 times in the previous three weeks as a “liason group” with Fallon and Zucker in an attempt to iron our any remaining obstacles to the proposal, and that these issues had never come up. The AC3 had presented the trustees with a business plan with a five-year forecast, he said, and had not been asked for an academic plan.

“How could they have such profound unresolved issues and give us no indication? What were Francis and I doing there?” he said.

In response to why these issues had not been raised when they met with Bates and Horowitz, Fallon said he had no response. According to Zucker, “whether it came up or not is certainly not germane.”

Bates also questioned why a summary of concerns and questions regarding the AC3 proposal from the university lawyers, which were submitted to the trustees the day before the May 8 vote, were not shared with the AC3 so that they could respond.

According to Zucker, the lawyers’ concerns were “internal documents” and would not be appropriate to share with the AC3. (See www.TheAntiochPapers.org for the complete documents.)

According to Zucker, the board also required financial benchmarks that the AC3 did not provide, and the AC3’s promise of $8.5 million in cash was not enough to assure the trustees that the college would be financially viable. The $6 million promised to other university campuses was only in pledges, he said, so that the trustees did not feel they could count on it.

“There was no secure source of cash,” he said.

Treichler leaves board
On Friday, Fallon and Zucker said they could not say what the trustees’ May 8 vote had been, nor would they reveal how many trustees had voted.

“Some people were not able to attend, and that’s fairly common. It was a good representation,” Zucker said. “These are board matters and not public.”

One person who had not voted May 8 was trustee Paula Treichler, who had stepped down earlier in the day from the board.

“She felt she didn’t have any other option,” according to Treichler’s husband, Cary Nelson, in an interview Friday.

Treichler’s action followed a week of turmoil regarding university concerns about confidentiality on the board of directors. After the trustees’ vote April 28, information surfaced in a faculty e-mail that university leaders believed could only have come from someone present at the board conference call. The leak was traced to a recent Antioch College graduate who had called Treichler after the vote.

However, according to Treichler on Sunday, the information in the e-mail had not been discussed at the conference call, and she was not the source of the information deemed to have been leaked.

According to Nelson, Treichler intended to reassure the graduate that there was hope for the college, and she did not know that the young woman was in a group of faculty members, who were also told of the board’s action.

University leaders became very upset about the leak, according to Nelson, and stated that they would not take a vote on the AC3 proposal until the person responsible stepped down from the board. After conferring with AC3 leaders, who emphasized the need for such a vote, Treichler stepped down from the board on May 8. She had requested that she be allowed to vote on the AC3 proposal and then step down, but her request was denied, Nelson said.

Treichler grew up in Yellow Springs, and her parents were both employed by the college.

On Friday, Zucker and Fallon said they did not know if confidentiality is identified in the board of trustees by-laws as a requirement but that trustees coming on to the board are aware that they are expected to maintain confidentiality.

“It is not unlike other board meetings,” Fallon said.

More on proposal
In addition to the almost $16 million promised to the college and the university, the AC3 proposal included several components aimed at protecting the other five university campuses, according to the AC3 press release. These components include ensuring that the eventual separation of Antioch College would be done in a manner that protects the university’s accreditation and financial security, the ending of university campuses’ subsidies to the college, the implementation of separate governing boards for each campus and the initiation of a fundraising campaign to raise an additional $100 million for the college and a commitment to assist the other campuses in fundraising, according to the AC3 statement.

AC3 member Lee Morgan, the grandson of former college president Arthur Morgan, had committed to volunteering half time for the next year to work on fundraising for the college. AC3 co-chair Horowitz, president emerita of the Graduate Center of the City University of New York, had offered to volunteer full time during the summer to serve as chief transition officer for the college unsuccessful.

Contact: dchiddister@ysnews.com