Marlboro board chairman responds to criticism

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MARLBORO — For the past few years, the Marlboro College Board of Trustees has been meeting regularly to find ways to continue the institution's legacy on Potash Hill.

"The primary goal has been to continue the sort of teaching and education that goes on at Marlboro," said Board Chairman Richard Saudek. "In particular, preserving the extraordinary faculty at Marlboro and giving the students an opportunity to get their education and not be threatened by the economics of the situation."

But struggling with declining enrollment, the board and school administrators reached the difficult decision that the best way to preserve the college's legacy is to merge with a partner that can preserve its unique methods and practice of student-guided education.

Earlier this year, the board thought it had found a solution in a partnership with the University of Bridgeport. That agreement would have preserved the campus in Marlboro. But in September, the agreement was called off. Marlboro College President Kevin Quigley said "insurmountable barriers to developing a sustainable financial model that would ensure Marlboro's mission into the future" led to suspension of the negotiations.

Then, in early November, Quigley announced the board had reached a preliminary agreement to merge with Emerson College. The merger, if approved, includes turning over Marlboro's $30 million endowment and its $10 million worth of real estate to Emerson College.

"Marlboro's $40 [million] gift to Emerson will endow Emerson's Liberal Arts and Interdisciplinary Studies program where Marlboro students will be enrolled and Marlboro faculty will teach," states a press release issued in November. "The Institute will be renamed the Marlboro Institute for Liberal Arts and Interdisciplinary Studies at Emerson College."

However, to the consternation of many alumni, residents of the town of Marlboro and other interested parties, the agreement calls for the closure of the campus on Potash Hill.

Saudek said despite all of the board meetings spent crunching numbers, refining budgets and evaluating new models, "It's an untenable situation. There has been a great falloff in revenue realized from tuition and fees. Combined with dropping enrollment and the lower amount realized by the college because of grants and aids and scholarships, it amounted to millions of dollars coming out of the endowment."

To continue on, searching for a solution, said Saudek, would have meant draining the school's $30 million endowment and "walking it over a cliff" like so many other colleges in New England and beyond.

"We didn't want to do that," he said. "We wanted to deal with our problems before we were entirely out of money."

Since the Emerson proposal was announced, a coalition of alumni, townspeople, faculty and former faculty, and others have joined together to brainstorm ideas that might keep Marlboro College in town. The coalition, led by former faculty members T. Hunter Wilson and Adrian Segar, calls for "retooling of management" and a slate of new programs while retaining the current academic tracks.

Saudek said he understands that the merger proposal is not sitting well with many people.

"The idea that we were at risk should not be a surprise," he said. "There is no question had we been able to find a way to retain the college on the hill we would have done that. But we concluded it would not last any appreciable amount of time. It would not last more than a couple of years."

On Saturday, the Board of Trustees is meeting to get updates from the working groups that are refining the agreement between Marlboro and Emerson. Prior to the board meeting, starting at 9:30 a.m., the board will hold a public meeting in Ragle Hall to hear the concerns of the people who are unsettled by the proposal.

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"We're looking for ideas," Saudek said. "However, we believe we are beyond the point of reversing a merger. But, take for instance, the uses of the campus after the merger. We would love to hear ideas."

At 9 a.m., prior to the public meeting, those opposed to the merger will hold a "Vigil for the Silenced," also in Ragle Hall.

Members of the Board of Trustees - which includes Saudek, seven alumni, five parents of current or former students and, in an ex officio position, Quigley - will be present during the public hearing.

Segar teased that there will be "a dramatic announcement made during the open comment period" but he wouldn't divulge details of that announcement.

By February, said Saudek, the board hopes to have a "more formal commitment" between the two schools. "And then in May, we would take a more final step toward a contract, which would go into effect on July 1," he said.

Once a merger deal is formalized, said Saudek, the board will present it to the Vermont Attorney General's Office for review.

Vermont Attorney General TJ Donovan told the Reformer that his office has had some contact with attorneys for Marlboro College, but he won't comment on the proposal until he's seen the actual merger plan.

"We don't approve or disapprove of a merger plan," he said. "We will review the plan to make sure it's compliant with the intent of donors."

While the AG's Office is required by law to review the merger agreement and the disposition of the endowment and any other institutional funds, the merger doesn't require an official approval by the attorney general. If the AG's Office is concerned about any of the details, or if the agreement appears to materially violate any of the conditions set up by donors, the attorney general would be required to litigate in state court.

Regulation in Vermont of nonprofits is covered by two state statutes, Title 14, Chapter 120, "The Uniform Prudent Management Of Institutional Funds Act" and Title 14A, entitled "Trusts."

Any plan to merge has to be presented to the AG's Office at least 20 days before consummation. The AG's Office then reviews the plan to make sure it's consistent with state statutes.

According to The Uniform Prudent Management Of Institutional Funds Act, endowment donations are "Subject to the intent of the donor" and disposition can only be modified with the permission of the donor.

However, notes Title 14, Chapter 120, "If a particular charitable purpose or a restriction contained in a gift instrument on the use of an institutional fund becomes unlawful, impracticable, impossible to achieve, or wasteful, [the state court], upon application of an institution, may modify the purpose of the fund or the restriction on the use of the fund in a manner consistent with the charitable purposes expressed in the gift instrument."

Anyone who might be concerned about any aspects of a merger proposal is encouraged to contact the AG's Office at 802-828-3171.

Bob Audette can be contacted at 802-254-2311, ext. 151, or raudette@reformer.com.


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