January 11, 2008

Ladies and Gentlemen,

A series of recent actions by the Board of Directors has brought our school to a crisis. Although the United States Board of Trustees has been the immediate target of the Directors so far, the consequences of the Directors’ actions will affect every aspect of Athens College for years to come. Far from being informed about this situation, the Athens College community has been kept in the dark and several malicious and wildly inaccurate rumours have been widely disseminated. The Board of Trustees is eager to set the record straight by setting forth a brief history of the events that have led to this impasse and to describe the steps we are taking in order to defend the interests, and protect the welfare, of our school.

1. Unprovoked action taken by the Directors

On 8 November 2007 the Board of Directors of the Hellenic American Educational Foundation (HAEF) sent a notice to the Board of Trustees of Athens College purporting to terminate "all relations between [the two Boards]". One week later, on 14 November 2007, the Directors (in the name of HAEF) filed a lawsuit against the Trustees in the New York Supreme Court alleging that the Trustees do not have a role in the governance of the school but are a mere "Friends of" organisation in the United States. The Directors are seeking (i) an injunction freezing the funds that the Trustees manage and hold for the purposes of Athens College; (ii) a declaration that these funds belong to HAEF; and (iii) an imposition of a constructive trust over the funds. On the same day, the Directors (in the name of HAEF) moved for an order restraining the funds held by the Trustees and imposing a constructive trust over those funds.

The Directors' action:

• is without provocation, because all the Trustees have been doing is simply to discharge their constitutional duties as required by the school's constitutional documents;

• is without foundation, because every issue of substance raised by the Directors in their claim is both clearly dealt with in Athens College's constitutional documents and has already been addressed and agreed upon by the Trustees and the Directors in a document, which has come to be known as the "London Agreement," signed by the current chairman of the Directors;

• irreparably harms the school, because it drags Athens College through the courts; ruining its reputation, wasting its assets, compromising its staff and administration, and losing it valuable friends and supporters;

• is an insult to the school's pre-eminent standing and remarkable history because it seeks to write-off the school's constitution and 83 year-old tradition;

• constitutes a dereliction of duty by the Directors because the duty of volunteer officers of a not-for-profit educational foundation is to pursue the furtherance of its educational purposes and not to seek to take over the foundation in breach of the school's constitutional documents.
The Directors claim that they have the right to terminate their relationship with the Trustees, but they have no such right. They claim that the relationship is over, but their court filing in New York demonstrates that this is just the beginning of a lengthy and expensive court battle. It is important to inform you that, contrary to the Directors' claim that the New York court granted their motion for an order enjoining the funds held by the Trustees, the court denied that motion and accepted the representation that the Trustees would act in accordance with the constitutional documents, which the Trustees have done and continue to do today.

The Directors' behaviour in starting this action and the manner in which they have pursued it is unbecoming any board of an educational institution. We will use our best efforts not to be drawn into the personal insults and heavy handed tactics of the Directors, yet our discretion should not be misunderstood.

2. Beyond shock

Beyond being shocked, we intend to defend ourselves before the competent courts and to fight back. We have a duty to do so as trustees under New York law, a duty to the school and a duty to all of you. We wish to maintain the constitutional governance of Athens College and defend the values Athens College has always stood for. In so doing the Trustees stand ready to engage in a discussion with any member of the Athens College community. The Trustees are confident that they will prevail both in any legal proceedings and in maintaining the constitutional legality in the affairs of the school.

3. What led to the current situation?

A number of theories seeking to explain the current situation are in circulation. Some have speculated that, "it's all due to certain personalities involved in the two Boards". This is an overly simplistic account and inadequate analysis of the present crisis. Others believe that "it's all due to the imperious attitude of the Trustees, who seek to impose their appointee as school President without consensus". This too is inaccurate. Past Presidents have been in essence selected and approved by both Boards, and the current President was nominated by the Directors, notwithstanding that selection of the President is delegated to the Trustees under the constitutional documents of the two Boards. Moreover, it defies logic that the Trustees – thousands of miles removed from Athens College – could possibly interfere with the school's affairs in a manner that the Directors clearly do.

The Trustees believe that disagreements over the choice of President or between individual Directors and Trustees stem from a desire by some of the members of Boards of Directors in recent years to interfere with the manner in which the President performs his duties as chief executive and educational officer of Athens College. These Directors do not allow the President to act independently and autonomously, subject only to a periodic accounting to both Boards. The President's role is being emasculated into that of a powerless figurehead who simply carries out the instructions of the Directors. A host of first-class international educators who agreed to serve as Presidents or as headmasters of special programs have left their posts frustrated and utterly disappointed. Many of them have recorded in special affidavits deposited with the Trustees testimonials bearing witness to the Directors' meddling and interference.

In parallel with the downgrading of the role of the President, certain of the Directors have started becoming de facto executive officers of the school, making decisions on matters such as admissions, appointments of academic staff and allocation of funds. The Trustees believe that these activities are inconsistent with the Directors' status of an overseer of a not-for-profit educational institution dedicated to excellence.

4. Disrespect to the values

Athens College was founded as a bi-cultural meritocracy designed to blend the best of Hellenic and American educational practices and values. Under the Directors, however, the school is now widely perceived as a place for the privileged and the socially connected. A meritocratic admissions policy, the backbone of the school's outstanding educational record during its long history, has been replaced by a policy of personal favours ("policy cases"), indiscriminate preferences and random admissions (the "lottery"). The academic rigor of the school has been undermined by the tripling of its size and by practices, such as "private lessons", which undermine the academic integrity of the school. This dramatic shift away from the founding principles of Athens College makes the school a much less attractive destination for educational philanthropy and undermines the reputation of the school with the premier US universities and the leading educational foundations.

Sadly, this is the real reason for the clash between the current set of Directors and the Trustees. In some respects the issues and the tensions these generate are not different from those affecting other educational institutions. However, in the case of Athens College these are so extensive that they affect the ethos and the very nature of the school. The Trustees have been debating all these points with the Directors over many years. The debate was being conducted privately and the defence of the traditional values was taken up not only by the Trustees but also by many of the Directors. The public behaviour of the Directors stands in stark contrast to that of the Trustees. Ironically, the Directors criticise the Trustees for their failure to raise funds. It is the dramatic shift away from the principles of the school and the very public and heavy-handed behaviour of the Directors which undermines fund raising efforts. Prior to the dismissal of President Skiotis by the Directors, the Trustees had secured commitments that would have more than doubled the endowment. These and other commitments are now at risk because of the actions of the Directors.

5. Constitutional position and London agreement

In fact, following the dismissal of President Skiotis by the Directors and in order to clear the bad air between the two Boards, the Directors and the Trustees met in London between 12 and 14 March 2004. After a vigorous debate the two Boards unanimously signed a joint resolution, the London agreement. Some key points of the London agreement are:

(a) an affirmation that the governance of Athens College was entrusted to both the Trustees and HAEF and that their mutual responsibilities were defined in the constitutional documents;
(b) a declaration that the intent of the founders of Athens College was to preserve the Hellenic and American nature of the school by providing joint authority to the Trustees and HAEF;
(c) a confirmation of the principles and practices that earned Athens College its reputation in Greece and abroad to be achieved by:

(i) reducing admissions of policy cases;
(ii) strengthening financial aid arrangements to assist students who need such aid;
(iii) emphasizing merit as a criterion in admissions and promotions of both students and faculty;
(iv) exploring a curriculum that reflects the bicultural nature of the school and an expanded faculty-training program; and
(v) examining how increasing the size and altering the structure of the school have affected our educational program.
In pursuit of these goals the two Boards agreed on a number of measures which would allow them to work more closely with each other.

6. What went wrong?

So if the London agreement was signed by all the then Trustees and Directors including the then Directors' chairman Mr. Anastasopoulos and the current Directors' chairman Mr. Samaras, why do the Trustees find themselves today as defendants before the courts of the State of New York? Why did the Directors take the action they did? The persons who could best provide this response are the current Directors who voted to pursue this action. The Trustees privately and publicly, directly and through well known and prominent members of the Athens College community, tried to find out why this action was taken and urged the Directors to engage in a dialogue with us. In a final effort to avert litigation the Trustees sent an open letter to the members of HAEF, copying the Directors, the President, SAKA, and the parents' and teachers' associations. In that letter the Trustees urged "a path of discussion and mutual accommodation while there is still time" and noted that they were "ready to begin immediately serious and well-meaning discussions that can serve the best interests of Athens College and all its constituencies". To no avail. The Directors simply refused and instead initiated a costly and destructive litigation.

With the benefit of hindsight the events since the conclusion of the London agreement seem more predictable. Even simple "confidence building measures" contemplated by the London agreement such as passing on to the other Board copies of their minutes were never followed through by the Directors. The proclamation that the two Boards should meet annually together turned into a travesty last summer when the Trustees came to Greece only to find that the Directors not only refused to meet with them (by not making themselves available), but ordered the key school personnel not to make themselves available. Finally, the promised delegation of further authority to the President to enable him to do the job for which he is hired saw instead a further encroachment on the powers and independence of his office.

7. Constitutional checks and balances and the Directors' action

We believe there is only one explanation for the Directors' action. As certain of the Directors have assumed further and further executive powers within the school, they are loath to abandon something which gives them prestige and power in the community. Any insistence by the Trustees on the school's traditional values and the implementation of the worthy and constructive goals of the London agreement directly undermines this power base. The Trustees are simply one of the last bastions of internal opposition to this erosion of the school's values and it is this obstacle that the Directors seek with their actions to remove.

The wisdom of the constitutional documents of Athens College is that they provide for power sharing between the two Boards and have built-in checks and balances so that neither Board can assume full power. They also provide for a structural stability and a foundation stone outside Greece which has helped the school in more ways than is commonly acknowledged: when in recent times the very existence of the school was at stake, it was the co-ordinated Trustee action in the US which brought domestic pressure to bear and helped to save the school.
It is sad that these checks and balances which are at the very foundation of the school have to be tested to the extreme for the first time in the history of Athens College. They were placed there to ensure the preservation of the school and its values. No notice issued by the Directors can terminate the constitutional governance agreements whose object is the life and well-being of the school itself.

8. The future of Athens College

The events that are now unfolding before the courts are not of the Trustees' choosing. What the Trustees wanted and still want is to implement the traditional principles of the school so recently re-affirmed in the London agreement. It was the Directors who chose to pursue the path of litigation. Once faced with it and once their last appeal for sense to prevail was rejected, the Trustees had little choice: the law obliges and the school's tradition morally requires them to defend the governance structure and stand up to the effort of the Directors to assume absolute power. The Directors' chosen path towards litigation is unjustifiable, in breach of the school's constitutional documents and not in the school's best interest. Having failed to articulate their objections to the principles of the various agreements to which they are signatories, they have pursued a frivolous action in an attempt to remove any obstacles to their total control of the school.

Litigation notwithstanding, the Trustees are ready to pursue a non-litigious path towards the clarification of any issues and the resolution of any disputes. All members of the Athens College community must rally against further escalation of the dispute in the courts and in favour of meaningful discussions between the school's governing bodies. In this regard the Trustees welcome the appointment by HAEF of Mr. Papalexopoulos and Mr. Nanopoulos, two of its distinguished members, to consider in what manner the Trustees can be most helpful to the school. Robert McCabe, Alexander Nehamas and Dimitris Gondicas on behalf of the Trustees stand ready to meet with them. They and the other Trustees stand ready to meet with any other HAEF member, SAKA representative and parent or teacher association representative who has an interest in promoting an amicable resolution.

Athens College has flourished during the last 82 years and has greatly contributed to Greece and the world. Its current problems threaten its existence and values as we know them. You, the members of the Athens College community, also have a role to play in the defence of the school's values and ideals. We look forward to seeing you in such a role.

The Board of Trustees of Athens College