July 5, 2024

To Trustees Mark Jones, Phyllis Worthy Dawkins, Michael Cairns, Denise DeZolt, and Dennis Rush, and to President Dan Hocoy:

We, as Goddard College students, faculty, staff, alumni, donors, and concerned citizens of the Plainfield, Vermont community, petition the five remaining members of the Goddard Board to come into full compliance with the Bylaws governing the Goddard College Corporation and its Board of Trustees—before deciding on whether or not to close the College, end NECHE accreditation, and sell the campus.

We are all stakeholders in this, our Beloved Community, who will be irremediably harmed if the current Trustees proceed with their planned closure. As more than five hundred concerned supporters—so far—we include current students, past and current faculty and staff, and graduates from every Goddard College cohort from the 1950s to the present.

We submit that the current Trustees are, and have been, in consistent and pervasive violation of the Bylaws and, behind a veil of secrecy, have moved to close Goddard College without benefit of a minimally complete and functioning Board as set forth in the governing Bylaws of the Goddard College Corporation (revised October 19, 2019). In brief, these violations include but are not limited to:

• Endangering the college’s all-important accreditation, which was recently restored by NECHE.
• Operating without the minimal number of required Trustees and Constituent Trustees, including those representing faculty, staff, graduates, and current students, and by excluding Constituent Trustees from discussions concerning the College’s possible closure (Articles 4.2 and 4.3.4).
• Operating without the required number of standing committees and reports, including but not limited to:
Academic and Student Affairs; Finance, Audit, and Personnel; Social Justice and Inclusion; Campus Planning and Sustainability; Trusteeship; Institutional Advancement; and Executive Committee (Article 5.1).
• Failing to meet and vote on nominees to the Board of Trustees and denying them access to meeting information (Article 4.4).
• Refusing repeatedly to communicate the circumstances of the College openly and in a timely manner.
• Neglecting the vital duties charged to any Board of Trustees for any non-profit organization: Duty of Care, Duty of Loyalty, and Duty of Obedience.
• Failing, in a climate of secrecy, to fully communicate, making critical decisions impacting all constituencies of Goddard College and her surrounding community, without due process and the transparency required by the Bylaws in the best interests of the College.

We remind the five remaining Trustees that the role of all Trustees, including Constituent Trustees, is to sustain the mission of Goddard College (Article 4.1).

We therefore petition the remaining Board members to convene a meeting in July 2024, at which time to vote on nominations and seat as Trustees the six waiting nominees, re-form the required Committees, and address the list of violations detailed above, moving to correct them with all due haste, before proceeding further with the proposal to close the College, end NECHE accreditation, or sell the campus to any entity. The Board, so reconstituted, will be capable of conducting the fundraising necessary to keep the College open and thriving.

Unless the remaining Board members take immediate steps to fulfill the obligations specified in the Bylaws of the Corporation, we must hereby inform you that we have retained Attorney Andrew D. Manitsky, who is prepared to take legal action to enjoin you from closing Goddard College. That decision deserves reconsideration by a fully functioning Board committed to upholding the mission and Bylaws of the Goddard College Corporation. We hope that we and the Board can achieve that goal without recourse to the Courts.

Respectfully submitted on May 27, 2024. Updated July 5, 2024

By: Mary Ellen McGuire-Schwartz, Convener, Save Goddard College, on its behalf

Addendum to Petition

Bylaws of Goddard College Corporation (October 19, 2019) Violations

Article II. Purpose
The purpose of the College shall be to carry on an institution of higher learning.

Article IV. Board of Trustees
4.1 Duties and Powers
The Board of Trustees shall be responsible for the good name, the assets and the policies of the College. The Board of Trustees shall have the entire management and control of the property and affairs of the College. All corporate powers shall be exercised by or under the authority of the Board. The Trustees may adopt such rules and policies for the management of the College as they deem proper or necessary for the execution of the Board’s responsibilities. The Board is responsible for assuring that its decisions and the actions of its surrogates support the mission, vision, and values of the College. The expectation is that board members will attend all board meetings and actively engage in the work of the board.

4.2 Number
The Board of Trustees shall consist of not more than thirty-eight (38) persons and not fewer than fourteen (14) persons, unless increased as a result of the addition of an additional Trustee pursuant to Section 4.3.4 of these Bylaws or increased as a result of the extension of the term of the past- Chairperson pursuant to Section 4.3.6 of these Bylaws.

4.3.1 Faculty and Staff Trustees
One member of the Board of Trustees shall be a current member of the faculty of the College (“Faculty Trustee”) and one member shall be a current member of the staff of the College (“Staff Trustee”).

4.3.2 Student Trustees
One member of the Board of Trustees shall be a Student (“Student Trustee”), whose term shall be two (2) years from the time of their appointment or until such time as the Student Trustee graduates, is no longer a fully enrolled student of the College, or is removed, resigns, or otherwise becomes unable or unqualified to serve.

4.3.3 Trustees At-Large
The remaining Trustees (Trustees at-Large) shall be elected at-large to serve a term of three (3) years and may be reelected for two additional three (3) year terms, for a total maximum period of continuous service of three (3)
consecutive terms.

4.3.4 Distribution of Trustees
After the election of the Trustees at-Large at an Annual Meeting, at least fifty percent (50%) of all Trustees shall either hold a degree from the College or have served or be serving as faculty or staff of the college.

4.4 Nominations
The Trusteeship Committee of the Board of Trustees shall solicit the names of persons desiring to serve as Trustees at-Large and shall give notice to the Board of Trustees in the manner set forth in Section 4.10.2 of a list of nominees at least fifteen (15) days prior to any meeting at which a Trustee at-Large is to be elected.

4.5 Election
4.5.1 Trustees at-Large
Trustees at-Large shall be elected by vote of the Trustees present at the Annual Meeting or such other meeting at which such election takes place pursuant to these Bylaws. A vacancy in a Trustee at-Large position may, but is not required to be, filled between Annual Meetings.

4.6 Election of Trustees At-Large Other Than At Annual Meeting
Notwithstanding any other provisions of this Article IV, Trustees at-Large may be elected at any meeting of the Board of Trustees so long as the notice of such meeting specifies that the purpose of the meeting is to elect one or more Trustees at-Large and so long as the number of Trustees does not exceed the maximum specified in Section 4.2 of these bylaws. Notwithstanding the provisions of Section 4.3.3 of these Bylaws, the term of any Trustees at-Large elected at other than an Annual Meeting shall be increased by the number of days from the date of election of such Trustee until the date of the next Annual Meeting.

Meetings of the Board of Trustees
4.10.1 In General
Meetings of the Board of Trustees may be called by the Chairperson of the Board of Trustees, the President or by petition to the Clerk of the Board by at least twenty-five (25) % of the voting members of the Board. At each annual meeting the board shall adopt rules of order for the meetings for the coming year.

4.10.2 Notice
Notice of all meetings of the Board of Trustees shall be given to each Trustee and to each Trustees Emeritus or Emerita by the Clerk of the Board or his or her designee at least seven (7) days prior thereto. Notice shall be given by electronic mail or other means of written communication addressed to the Trustee’s physical or email address as it appears in the College’s records. Except as otherwise required by law, notice of a meeting need not specify the purposes of the meeting, except that if a purpose of the meeting is the amendment of these Bylaws, the removal of a Trustee, the election of a Trustee, the appointment or removal of the President, or any other purposes for which such notice is required by law, the notice shall so specify.

5.1 Committees
(a) The Board of Trustees shall establish the following standing committees: the Executive Committee, the Academic and Student Affairs Committee, the Finance and Audit Committee, the Institutional Advancement Committee, the Trusteeship Committee, the Social Justice and Inclusion Committee, and the Campus Planning and Sustainability Committee.
(e) Except as otherwise provided in these Bylaws, the membership of each committee shall consist of no less than three (3) Trustees and the Chairperson of the Board sitting as an ex officio, non-voting member. The President, in consultation with the Chairperson of the Committee, may assign appropriate College staff to any committee. Each committee shall meet and report to the Board as determined by the committee or as directed by the Board.

(b) The Executive Committee shall have and exercise all of the powers of the Board of Trustees during the period between meetings of the Board of Trustees; provided, however, the Executive Committee shall not have the power to elect, appoint or remove any officer or Trustee; to sell, lease, pledge or otherwise dispose of all or substantially all of the assets of the College; to merge with another entity; to amend or repeal the Bylaws or Articles of Association of the College; to dissolve the College, to fill any vacancies on the Board of Trustees or any committee; or to take any other action requiring a greater than majority vote of the Board of Trustees under these Bylaws or applicable law. The Executive Committee will endeavor to avoid taking action between meetings of the Board when full Board participation would be feasible under the circumstances; however, the determination of whether full Board participation is “feasible under the circumstances” is within the sole discretion of the Executive Committee, and no action of the Executive Committee on behalf of the full Board may be rendered null and void for reason of the lack of full Board participation. The Executive Committee shall disclose any action taken by the Executive Committee to the Board of Trustees at the next meeting of the Board of Trustees following the action taken.

(c) Membership shall consist of the following Trustees: the Chairperson of the Board, the Vice-Chairperson or Vice-Chairpersons of the Board, the Secretary, the Treasurer, and the Chairs of the other six standing committees. The Chairperson of the Board shall be the Chairperson of the Executive Committee. The President of the College shall serve ex-officio on the Executive Committee.