Students and alumnx submit formal complaint to VT Attorney General
On November 19, 2022, Vermont College of Fine Arts student and donor constituents submitted a complaint to the Vermont Attorney General regarding potential illegal conduct and violations of Vermont Statutes committed by the college’s Board of Trustees.
November 16, 2022
Honorable Madame Attorney General,
This complaint is being submitted by Vermont College of Fine Arts student and donor constituents regarding potential illegal conduct and violations of Vermont Statutes committed by the college’s board of trustees.
On June 15, 2022 Vermont College of Fine Arts (VCFA) President Leslie Ward sent an email to some, but not all VCFA students and alumnx announcing a plan to move the college’s summer residencies to Colorado College and hold winter residencies online. The first time VCFA faculty or staff were informed of this decision was immediately before the email went out.
The VCFA community learned through the press that President Ward also planned to lease or sell the historic Montpelier campus, though this information was not included in the June 15th email. It was later learned that the VCFA Board of Trustees has been working with real estate consulting firm White & Burke to facilitate the sale of the campus properties.
President Ward and the board publicly acknowledged that the circumstances and discussions leading to these decisions were intentionally kept secret. Constituents have sent numerous emails requesting specific information related to the decisions to relocate summer residencies to Colorado College, move winter residencies online and sell campus properties. To date, constituent requests for detailed information have gone unanswered.
Students, faculty and alumnx have met to discuss the decisions with President Ward and the board on several occasions; however, the board has repeatedly made it clear that they will not entertain any discussion to change plans. Instead, meetings with President Ward and the board have been strained and one-sided, and can be characterized as vaguely informational at best.
We believe that the board’s decision-making process did not adhere to the college’s Bylaws and Governance Policy. We believe that the board violated the college’s Conflict of Interest Policy. We believe that the college’s intentional misrepresentation of the board’s intent for the future of the college to current and prospective students and donors violates the college’s Fraud Policy. We further believe that the board’s decision-making process does not adhere to college accreditation standards.
On 9/26/22, in response to the board’s continued refusal to provide information or allow meaningful constituent input and participation in decision-making related to the future of VFCA, the faculty delivered a Letter of No Confidence in President Ward. On 10/03/22, the faculty submitted a formal complaint to the New England Commission of Higher Education (NECHE). The Commission has forwarded the complaint to the CEO of the Vermont College of Fine Arts for response, and the institution's response will be added to the Commission's March 2023 meeting agenda.
The Attorney General’s Guidelines for 501C3 board members states that board members have a responsibility to fulfill legal duties, further the Mission of the organization and act in accordance with Vermont Law.
We believe that the VCFA board has acted contrary to its responsibility to ensure that the organization follow its Mission, and to ensure that the college has sufficient internal structures to protect its assets and employees.
VCFA has prided itself as a low-residency program located in Montpelier, Vermont. The decision to move VCFA’s summer residencies to Colorado College, winter residencies online, and divest the college’s Montpelier properties is in direct conflict with the college’s mission statement:
Mission
Anchored on its historic campus in Montpelier, Vermont College of Fine Arts is a global community of artists continuously redefining what it means to be an arts college…
Continuously Redefining Arts Education
Students come to Vermont College of Fine Arts for our rigorous course of study, our emphasis on the creative process, and the opportunity to work closely with award-winning faculty who advance and inspire their work. Our unique low-residency programs bring students and faculty together on our historic campus for intense and invigorating residencies…
At least as far back as January, 2018, the very people who were entrusted to preserve and further the Mission of the college were laying the groundwork to develop campus properties, as they pursued zoning amendments and mixed-use residential zoning designations to develop college properties as urban zones: https://www.montpelier-vt.org/DocumentCenter/View/7893/36-College-Master-Plan-PUD?bidId=
In March, 2018 the board pursued a city zoning amendment to alter the college’s Sabin’s Pasture property designation to qualify for Tax Incremental Financing as “an important key to the development of this parcel.”: https://www.timesargus.com/news/local/montpelier-growth-center-planapproved/article_8815f3ca-40da-583d-9129-79fe7720f1d3.html
These underhanded efforts have continued into 2022, with the board in contact with the City of Montpelier regarding the land sale and future use of campus properties: https://www.montpelier-vt.org/ArchiveCenter/ViewFile/Item/5472
We further believe that the board has not upheld its responsibility to protect its employees. Instead, the board’s announced plans place a special burden on the college’s faculty and staff. Four out of six program directors, some of whom have guided the programs for decades, have resigned, other key employees are also leaving their positions, and many others are left with difficult decisions about working on a campus thousands of miles from Montpelier.
We believe that the board has mislead donors and prospective students, thereby failing to fulfill its responsibility to ensure truthful and accurate solicitations, applications and materials, and use contributions in a manner consistent with the donor’s intent. While strategically and systematically pursuing zoning designations to develop campus properties as urban zones, the board was simultaneously recruiting prospective students and soliciting donor contributions on the promise of low residency MFA programs located in Montpelier for at least the past four years.
We have significant concerns that the VCFA board has not upheld it’s Legal Duty of Care and it’s Legal Duty of Loyalty. As it relates to Legal Duty of Care, the board failed to foster a culture of critical inquiry, and instead, engaged in a focused effort to thwart transparency and exclude constituents from the decision-making process.
One of the primary responsibilities a board has related to Legal Duty of Loyalty is to avoid conflicts of interest. A concern has risen regarding board member Heidi Tringe and her professional relationship with MacLean Meehan & Rice (MMR), the lobbying arm of White & Burke. Ms. Tringe joined MMR in 2010 and became a partner in 2011. Her participation in discussions and decisions related to the sale of campus properties is unethical, and violates the college’s Conflict of Interest Policy which protects the institution from the undue influence of individuals who have a financial interest in connection with an actual or possible conflict of interest.
The Policy is clear that such individuals must not participate in the decision-making process or have a vote on such matters; however, Ms. Tringe was fully involved in discussions and decision-making. She was also part of the unanimous vote in favor of the plans to dispose of campus properties, and hire White & Burke.
Additionally, Board Chair Mike Goldstein is the Managing Director of Tyton Partners, an educational consulting firm that promotes hybrid/online education. Mr. Goldstein’s connection with Tyton, and the sudden announcement to move half of the college’s residencies online merits a closer look.
The board has further failed to meet it’s Legal Duty of Loyalty by engaging in activities and actions that threaten the college’s Mission to provide low-residency MFA programs in historic Montpelier, Vermont.
At this time, we ask that the Attorney General investigate potential illegal conduct and violations of Vermont Statutes committed by the board, and take steps to enjoin the board from continuing to pursue the sale of the college’s properties, and replace the board with new board members who have the college’s best interests in mind and are committed to the college’s mission and financial health.
We also ask that the Attorney General consider an option for reimbursement to students who wish to claim compensation for time spent in the MFA program, at a tiered rate of $12,000 to $60,000 dependent on their investment.
A copy of the NECHE complaint and supporting evidentiary documents (Appendix A - Documents, and Appendix A - Correspondences) have been included for your consideration. These documents provide detailed information and desired outcomes related to our concerns.
Respectfully,
Jessie Keating, current MF student, Visual Arts
Susan Snipes, current MFA student, Visual Arts
Sabrina Resnick, current MFA student, Visual Arts
Leslie Singer, current MFA student, Visual Arts
Patricia Meriam, current MFA student, Visual Arts
Alyssa Karis, current MFA student, Visual Arts
Jennifer McKiernan, current MFA student, Writing for Children and Young Adults
Wally Lamb, distinguished VCFA alum, former VCFA large donor