No objection from attorney general on Marlboro College plans

Marlboro College

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MARLBORO — The Vermont Attorney General's Office did not object to deals regarding the future of Marlboro College's assets and campus.

"[U]ltimately, while the AGO recognizes that Marlboro College's impending closure is an occasion of significant and challenging import for many of the College's students, faculty, staff, and alumni, as well as community members of Marlboro ... the AGO finds that the proposed transactions are consistent with relevant state laws governing charitable nonprofit corporations and their assets," the office stated in a notice of non-objection to the proposed transactions released Monday.

The deals involve Marlboro merging with Emerson College in Boston and selling its campus on Potash Hill to Democracy Builders Fund Inc., a Delaware nonprofit based in New York. Local community members and some tied to the college have opposed both.

Allegations of racism and bullying have recently come up against the Democracy Prep Public Schools, a network of charter schools founded by Seth Andrew of Democracy Builders. The group is behind the higher education initiative known as Degrees of Freedom on the Marlboro campus.

At a special meeting Monday night, the Marlboro Select Board heard a mix of support for and concern about Democracy Prep Public Schools during public comment. Several people of color, some of whom serve on the Democracy Builders board, urged the community to give Andrew a chance and provided testimonials about his character.

"I know Vermonters are protective of their towns," Curtis Archer said, "but the experience you're talking about is not the person I've come to know."

Lissa Harris, a member of the Marlboro Elementary School board and Coalition for Black and Brown Students in Marlboro, called for at least two Marlboro residents to serve on the Democracy Builders board and be chosen by the Select Board; the student and faculty handbook to be posted on the group's website and be accessible to the public; annual monetary reparations to be given to families associated with Black N Brown at DP, a group which made the allegations; budgets to be available to the public for the first five years of operations; transparency about funding sources, student and staff recruitment, growth and sustainability plans, and structures for input; and a description of Andrew's role and an evaluation process from the group's board of trustees.

Jay Smith, a board member for Democracy Builders, said most board members are Black and brown. Andrew apologized for being defensive, calling the pushback "unpleasant."

"I'm happy to continue to have more open meetings after the closing and the sale of the campus," he said. "This has not been a particularly welcoming process."

The meeting went past the Reformer's print deadline. Another article reporting more details will be published later.

AG review

In June, Marlboro College provided the AGO with written notice of its intent to give property to Emerson as part of a merger agreement and its intent to sell the campus to Democracy Builders. The office said it looks at whether public benefit corporations use their assets in line with their charitable purposes and any potential restrictions governing the use of a specific asset.

State law requires a public benefit corporation provide the AGO notice of a transaction where all or nearly all of its property will be disposed at least 20 days before the transaction occurs.

"While the AGO also reviews the rationale behind the public benefit corporation's decision to dispose of these assets in the proposed manner, public benefit corporations have wide latitude in making such business decisions," the report states. "In turn, the AGO has limited authority to challenge such decisions."

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Regarding the sale of the campus, the AGO said a public benefit corporation can sell, lease, exchange or dispose its property if its board approves the transaction.

"Because Emerson College was not interested in acquiring Marlboro College's campus and related assets, Marlboro College elected to dispose of the same to a different party," the report states. "Counsel for Democracy Builders has represented to the AGO that Democracy Builders would provide the AGO notice upon registering as a foreign corporation in Vermont and requesting and/or obtaining accreditation to operate in Vermont."

The report notes that between 2009 and now, Marlboro College's enrollment and net tuition revenue "dramatically declined such that the college is currently operating at a multi-million-dollar annual deficit and is no longer financially sustainable."

The college went from 310 students in the 2009/2010 academic year to 142 students in 2018/2019, according to the report. The AGO said tuition revenue fell to less than $2 million in 2018/2019 causing the college to draw $5.2 million from its endowment and other reserves. The college anticipated it would potentially need to spend more than $10 million from its endowment annually to keep operating.

The AGO said the college's board was within its rights under Vermont laws to consolidate given Marlboro's current financial position and projections, its inability to restore the college to a financially sustainable position despite substantial efforts, and the likelihood it would lose accreditation if it continued in a stand-alone manner.

Part of the merger agreement calls for Emerson College to rename its Institute for Liberal Arts and Interdisciplinary Studies to the Marlboro Institute for Liberal Arts and Interdisciplinary Studies at Emerson College. Emerson also will appoint and employ tenured and tenure-track Marlboro College staff, and accept Marlboro College undergraduates in good standing for the 2020/2021 academic year.

The two schools are expected to develop annual Marlboro Institute courses that "support student independent and interdisciplinary work and culminates with a capstone experience," according to their agreement. Two members of the Marlboro College Board of Trustees, at least one of whom must be a Marlboro almunus, will serve on the Emerson Board of Trustees for a three-year term.

Those steps and several others are meant to ensure the Marlboro College legacy lives on, according to the report. Emerson said the Marlboro institute will be "crafted to uphold Marlboro's distinctive educational promise that students can craft their own education, engage in self-directed inquiry, and bring a big idea to life from conception to execution."

On July 6, the New England Commission of Higher Education approved a proposal for the institutional changes stemming from the agreement between the two colleges.

As of April 2020, Marlboro College has 46 restricted endowment funds collectively worth about $14 million, according to the report. The AGO said it reviewed all of the college's records and finds that creation of the new institute does not constitute a change in the funds' purposes and the college intends to abide by any related restrictions.

Reach staff writer Chris Mays at cmays@reformer.com and at @CMaysBR on Twitter.