Editor’s note: This commentary is by Dr. David Williamson, a 1998 graduate of Marlboro College, a former employee of the college, and a Marlboro resident. He is a professor of management and is certified in nonprofit board leadership.
I want to make sure that Vermont Digger readers are aware of the pending transfer of assets from Marlboro College to an out-of-state institution: Emerson College in Boston. The insular group of officers responsible for this transaction have improperly portrayed this as a “merger.” If this transaction goes through, the state of Vermont will suffer an incalculable loss. There is still time for readers to make their voices heard on this matter.
I am a professor of management, an alumnus of Marlboro College, a former employee of the college, and a resident of the Town of Marlboro. I am also certified in nonprofit board leadership.
I have been thinking about the Board of Trustees of the college and their fiduciary responsibilities, as well as the guidance of the Uniform Prudent Management of Institutional Funds Act, and recent information suggests that the board has failed to follow the UPMIFA.
It has recently made news, via The Berkeley Beacon, that Emerson College, the proposed beneficiary of the endowment of the college, is treating the students of Marlboro as a secondary class. While current Emerson students, and students admitted through the standard admissions process for first year and transfer students, will be allowed to defer attendance this fall as a result of Covid-19, Emerson has decided to treat the Marlboro transfers differently. The president of Emerson has said that Marlboro students who defer admission will lose their special tuition rates, a value of $20,000 per year.
This demonstrates a gross disregard for the safety of Marlboro students on the part of Emerson, which gives rise to questions of their motives in making the deal they have. In other words, it would have been easy to previously suggest that they’re just in it for a money grab, but it would have been difficult to prove. This disregard for safety of the Marlboro students puts a pretty clear frame to that allegation.
The questions raised by the actions of the Marlboro College Board of Trustees and the administration of Emerson College speak to the “duty of loyalty” and “good faith,” to donor intent as prescribed by Vermont statute, Title 14, Chapter 120, § 3413, (a), (b). There can be no question that the intent of the donors to the endowment of Marlboro College would not be for their monies to be used in a manner that both endangers the students and sets them in a position of a secondary class, as per subsection (a), cited above. Further, the UPMIFA is clear that funds must be invested in “good faith” and with the “care” of an “ordinary prudent person.”
Should the board choose to move forward in transferring the assets of the college to Emerson, surely a prudent ordinary person would question the actions of Emerson to deny safety to the incoming Marlboro students and would challenge the veracity of Emerson’s duty of care and good faith.
Additionally, Title 14, Chapter 120, § 3415, (a), (2), (3), require that in selecting an agent to manage the fund, the board is required to ensure that the management of the fund is consistent with the purposes of the fund. Emerson’s actions to disregard the safety of the Marlboro students, and to treat them as a secondary class, is inconsistent with the board’s stated purpose.
Further, it should also be noted that communication by Emerson, and polling of the community to decide how to proceed with fall academic activities, excluded the students transferring in from Marlboro, or were delayed and sent separately. This additionally supports the assertion that Emerson holds the Marlboro transfers to be of different standing than their other students.
For Emerson to receive more than $20 million — and possibly more than $30 million, depending on economic conditions relating to Marlboro endowment investment strategies — while disregarding the safety and wellbeing of the students, and with disregard to the values and mission of Marlboro College, would be a violation of the statutes stated above, and others not mentioned in this letter.
It is my belief that if this transfer goes forward, particularly given these recent announcements, it will become more and more clear over the years that no one involved in these actions was acting with a duty of care, and indeed the primary motivators will be found to be self-interest with disregard to the values of the state of Vermont. I urge Vermont Digger readers to consider how these recent developments will impact the long-term future of Vermont, and make their voices heard.
Currently, the Vermont Attorney General is assessing the legality of this so-called “merger.” Now is the final — and perhaps the best — time to let the Attorney General know how the citizens of Vermont feel about losing this beloved and exceptional institution.
