Marlboro College: Sale price generates uproar

by C.B. Hall, Vermont Business Magazine The college founded on Marlboro's Potash Hill 74 years ago is no more - but it hasn't died quietly.

On July 22, the Corporation of Marlboro College sold its campus to New York-based Democracy Builders Fund (DBF) for a total of $1,725,000 in cash and debt, a sum far below the property's assessed value. The following day, the college transferred its assets to Boston's Emerson College.

News of the sales price, released through the Vermont Attorney General's Office (AGO) on July 24, has generated "a massive uproar from Marlboro alumni and townsfolk," Adrian Segar, a Marlboro resident and former Marlboro College teacher who spearheaded local efforts to block the two transactions, told VBM.

"This is all very sensitive at this point," Marlboro selectboard chair Jesse Kreitzer commented on the community reaction. "People are mourning the loss of an institution. Any new information that comes out has the potential to really sting."

The anger capped a week of developments that constitute a major watershed for the Windham County hill town.

On July 20, following a 20-day statutory review of the relevant documents, the AGO cleared the way for the two transactions, issuing a "notice of non-objection," which found "that the proposed transactions are consistent with relevant state laws governing charitable nonprofits and their assets."

In accordance with the June 26 agreement that finalized the terms of the prospective Marlboro-Emerson merger, Emerson will enroll 57 remaining Marlboro undergraduates who wish to attend this fall and hire 20 Marlboro faculty members, a press release from Emerson reported. Emerson will rename an existing institute at the college as the Marlboro Institute for Liberal Arts and Interdisciplinary Study at Emerson College.

DBF plans to establish a program called Degrees of Freedom, a hybrid of upper high-school and two-year post-secondary instruction, on the 533-acre Marlboro campus. The orientation will be towards first-generation and low-income college students.

Seth Andrew, DBF's board chair and guiding force, began his educational entrepreneurship in Harlem in 2005 by establishing Democracy Prep, a system of 21 public charter schools that now serve low-income neighborhoods in five states.

Although Andrew had earlier announced plans to launch Degrees of Freedom this fall, DBF chief growth officer Chandell Stone informed the Marlboro selectboard on July 20 that the opening will be delayed until September 2021.

DBF had elected to delay the launch, she said, "to make sure that not only are we partnered with an institution that . . . speaks to the strides we want to make as an organization, but until we are able to secure our own accreditation." The nature of that partnership was not immediately clear, although Andrew has spoken about the possibility of operating under the wing of Emerson.

A handsome dowry

Highlighted by local opponents of the college's closing, allegations of racism at Democracy Prep came to the fore as Andrew's plans edged forward. Skeptics also questioned whether DBF, information on whose finances has been lacking, had the wherewithal to operate the new school. Maintaining the campus costs $1 million-$1.5 million dollars yearly, according to an estimate from Marlboro College president Kevin Quigley. DBF will have to shoulder that burden until students enroll.

Opponents likewise fought the second transaction, the transfer of the college's assets - and traditions - to Emerson. Here the objections focused on the belief that Marlboro, which had an endowment exceeding $20 million, could do better than fold up shop and hand everything over to the Boston institution.

The merger agreement made sale of the campus "a precondition to the obligations of Emerson to consummate the transactions contemplated by this Agreement." The document also stipulated that the assets to be transferred to Emerson had to total at least $20,250,000.

The terms of the intercollegiate marriage thus provide Emerson with a handsome dowry. According to documentation submitted to the AGO, the final balance in Marlboro's endowment was $24,623,990; of this, $21,711,547 is being transferred to Emerson, while the remainder will fund a trust account to defray Marlboro's outstanding debts.

The agreement stated further that "in addition to the Transferred Assets to be transferred on the [merger's] Closing Date to Emerson, Marlboro shall transfer to Emerson all Net Real Estate Proceeds" - the $225,000 that DBP paid, while also assuming the college's outstanding debt of $1.5 million to Marlboro Music, the summer classical-music festival that uses the campus. The total sum, $1,725,000 pales in comparison to the property's assessed value - just under $4 million, by one computation - and to at least one offer made for the campus but refused by the college.

That offer, $4.9 million, came from David Williamson, a Marlboro resident and Marlboro College graduate, last November, just a few days after the college announced its plans to close. The offer, conveyed to Quigley, went nowhere.

Following the July 24 disclosure of the sale price, Williamson fired off an email to Attorney General T.J. Donovan to protest aspects of the transaction. Referring to his November proffer, Williamson wrote that Quigley "indicated that he was unable to give it consideration due . . . 'to a binding exclusivity term in our agreement with Emerson.' He further indicated that my offer of $4.9MM was too low and was, 'unlikely to generate serious consideration.'"

VBM reported on the offer in earlier coverage of the pending sale. In an interview in November, Quigley described the offer, conveyed in an email, as not being "what in most business instances constitute an offer."

Williamson's message to Donovan also mentioned "several other entities" that "wished to do whatever they could to prevent the dissolution" of the college, these including an unidentified "established Vermont non-profit . . . in possession of pledges and cash of substantially more" than the $225,000 that DBF offered. Referring to the college's board of trustees, he concluded that " it seems suspicious that Dr Quigley and The Board did not make attempts to secure a more favorable agreement."

Williamson conceded that, so far as the campus sale is concerned, "it would appear that this matter is settled" - but the decision to sell to DBF is certain to hover over discourse in the community in the weeks ahead, as interlocutors wonder why the college sold for cash proceeds less than what many people pay for a house. That may mean questions directed at the Corporation of Marlboro College, which will continue to exist for some time as it winds up its affairs.

For its part, the merger agreement states, "After the Closing Date, Marlboro will encourage alumni and other members of the Marlboro community to continue to generate financial support for the Institute [at Emerson], including gifts for operating income, and to encourage gifts for Institute endowment and other funds."

Anonymity and non-disclosure agreements

The allegations of racism on the part of Andrew and Democracy Prep dominated the last few weeks of the controversy leading up to the sale.

The allegations came largely from Democracy Prep students, almost all of them anonymous, and were conveyed, mostly through social media, by an anonymous group calling itself Black N Brown at DP. The complaints typically involved school disciplinary procedures.

It was impossible for VBM to determine that the disciplinary measures reported would have been milder if the students had been white, given that enrollment in Democracy Prep has included few if any white students, the precise proportions depending on the source of the information. The inaccessibility of names, contact information, dates and other details made corroboration of the allegations all the more problematical.

Similar allegations came from persons identifying themselves as teachers or staffpeople, and were likewise difficult to assess.

A July 1 letter from "the Black N Brown at DP Team" to "the Marlboro College community and other interested parties" contained no contact information. The document stated, "We are in possession of emails" indicating that Andrew is "willing to ignore students [sic] wishes as well as standard practices of colleges/universities." The group attached two redacted emails, both of them from 2013, and both concerning student transfers and transcripts.

Attempts to reach the source of the emailed July 1 statement, identified by the email handle Telling Truth, were unsuccessful.

As the closing approached, mum was thus the word among many key players. Non-disclosure agreements suppressed details of why the college had elected to sell its real estate to DBF rather than any other would-be purchaser, although a July 22 press release from DBF, announcing consummation of the sale, did refer to "multiple offers."

The purchase-and-sale agreement, dated May 20, noted that the confidentiality between the two parties "is particularly focused at keeping any information from the general media and public."

Racism, discipline and mourning

While it would be extremely difficult to corroborate the racism charges against Andrew, a former education official in the Obama administration, it is clear that Democracy Prep enforces a "no excuses" discipline - encompassing a strict dress code, among other things - that most U.S. public school students will never have to contend with.

That style of discipline stands in stark contrast to the liberal ethos of Marlboro College - a point raised in an open letter written in June by T. Hunter Wilson, a Marlboro resident and retired Marlboro College teacher. The letter lamented that Democracy Prep's "idea of training students to be good citizens is for them to file silently in uniform from one room where someone is in charge to another room where someone else in charge and to dole out demerits for talking out of turn."

Asked by VBM on June 27 if he would run Degrees of Freedom on the same relatively authoritarian model, Andrew had a simple answer: "No."

But disciplinary procedures have been only bone of contention. It remains for Andrew to answer many other questions raised by skeptics, whether they fear a virus of racism or DBF's inability to sustain its program with whatever financial resources it has - but has as yet declined to discuss.

At a special Marlboro selectboard meeting held via Zoom on July 20, Degrees of Freedom fought back against the charges. It had requested the meeting after the selectboard, on July 14, sent a letter to the college's board of trustees, seeking an investigation into the racism allegations. The meeting lasted three-and-a-half hours and attracted 305 remote attendees.

Kreitzer told VBM that Andrew himself spoke little; five Degrees of Freedom design team members spoke more extensively. In an interview published the following day in the Brattleboro Reformer, however, Andrew did describe the blowback over his plans as "unpleasant and unexpected."

"The need for the end of white supremacy and white supremacy culture" is at the heart of the discussion, former state representative Kiah Morris (D-Bennington) told the meeting. Morris, the only African-American woman in the Vermont Legislature, decided against running for re-election in 2018 in the wake of racist harassment directed at her and her family.

Addressing Morris's sentiments, Democracy Prep alumna Ayanna Mason said, "The behavioral code [at Democracy Prep] is not racist - nor is Seth Andrew . . . . I can only imagine the hurt that comes with being called a racist when you've dedicated and sacrificed so much of your life to serving us [students]."

“It felt balanced in terms of representatives from Black N Brown at DP and its supporters, and advocates for DP - parents, graduates, faculty members - who defended Seth's character and his leadership, and his next venture with Degrees of Freedom," selectboard chair Kreitzer described the meeting in a July 22 interview.

Kreitzer said the selectboard was compiling a list of the questions raised by meeting participants, and would send that list on to Degrees of Freedom for a response expected in advance of the board's regular August 13 meeting. He anticipated more community forums on the issues at hand, but added, a bit wearily, that “frankly, I don’t think I'm the best person to facilitate this discussion and navigate the way forward."

He said he'd contacted the Vermont Council on Rural Development for help in moderating the ongoing conversation.

"There's just a lot of unknowns" about how Andrew's program will operate, he told VBM. “Their academic model is also a significant departure from that of Marlboro College. So, in addition to the community’s concerns about the allegations directed at Seth, people are also mourning the loss of a unique institution. These are two very different issues and I think it’s important to make that distinction."

"Heal and move on"

The college's trustees responded to the selectboard's July 14 letter with a comment both retrospective and prospective, posted to the college's website on July 21, the day following the selectboard meeting and the AGO announcement green-lighting the campus's sale. The post noted that "a number of trustees are deeply uncomfortable with the 'no excuses' charter school Democracy Prep represents, and believe it is in many ways antithetical to the educational pedagogy of Marlboro College."

Alluding to their research into Democracy Prep, the trustees continued: "The reports and surveys told a largely positive story, and DP schools annually conduct lotteries because many more families apply than the schools can accommodate. . . . We have arranged for a meeting between representatives of Democracy Builders’ team and residents of Marlboro, as well as present and past College personnel and alumni, to start an ongoing working relationship."

No date or venue was given for that meeting.

In a July 23 interview, Marlboro resident Segar deemed it "unfortunate" that the reports about Democracy Prep surfaced "after the Trustees had signed a sales contract that they couldn't back out of with Democracy Builders. There are a significant number of trustees, possibly a majority, who are privately horrified."

Segar also mentioned the so-called Campus Working Group, which reviewed possibilities for disposing of the real estate and ultimately recommended its sale to DBF. On a private Facebook group's site, from which Segar send a screen shot to VBM, one member of the group wrote early in July that "it appears that, in fact, we were duped - that Democracy Builders and its leader may be quite the opposite of what we were led to believe them to be. . . . I strongly believe that there are far better options than an organization such as the one that Democracy Builders in fact appears to be."

When asked in a July 15 interview what Marlboro's board of trustees would have done if the sales agreement had allowed them the flexibility to cancel the sale in light of information casting doubt on Andrew's qualifications, board chair Richard Saudek said that he wouldn't address hypotheticals.

"The trustees decided a long time ago that the college could not be saved, and did everything they could to make that come true," Segar reflected, in the aftermath of the transactions. "I feel angry about that, and sad."

For Ariel Poster, a former Marlboro resident who also played an active role in opposing the sale to DBF, the nature of the new institution was "the key question facing us. The real work is how you hold Democracy Builders accountable for what they say they're going to do."

"It’s been such a long, bruising and contentious process that at this point, I think folks are just tired and need a rest," Kreitzer wrote in an email immediately following the two transactions. "So, let’s let the grieving process play out, knowing it’s in our best interest to heal and move on."