August 31, 2009
To the Members of the Somateion
You recently received a letter from Mr. Samaras regarding the litigation currently pending in New York between the Board of Directors and the Board of Trustees of Athens College. The letter hails the recent decision of the New York Supreme Court as a triumphant victory for the Board of Directors. Nothing could be further from the truth.
When the Directors started their legal action in New York against the Trustees they claimed that they had terminated their relationship with the Trustees and that the endowment belonged to the Directors. In its latest decision, the New York Supreme Court held for the second time that the Directors’ unilateral termination of the Trustees was invalid. The court also stated that the Trustees are “the legal owner of the endowment.” Thus, the court has so far ruled in favor of the Trustees on the two key issues that were raised by the Directors. In addition, the court had previously accepted to determine the merits of counterclaims against the Directors brought by the Trustees for money damages.
On the procedural question of whether the Directors’ new claims against the Trustees satisfied the low threshold to survive immediate dismissal of their claims without considering the underlying merits, the court determined that the bulk of those claims did not satisfy that threshold and were therefore dismissed out of hand. The court allowed a few of the Directors’ claims to survive immediate dismissal, but twice expressed skepticism about the ability of the Directors to prove those claims.
In his letter Mr. Samaras suggests that the Directors will now have the opportunity to review the Trustees’ financials. This is nothing new; our audited financials were routinely made available to the Directors, our budgets were reviewed at each Board meeting with the President, the Directors were invited to attend and our minutes were circulated pursuant to our London Agreement. In contrast, no such transparency was evidenced in the affairs of the Board of Directors, in direct violation of the commitments they made repeatedly both orally and in writing. Mr. Samaras' letter fails to mention that in the context of the court proceedings, the Trustees will now have the opportunity to review the Directors' management of the school, financial and otherwise.
The parties’ competing claims will now proceed in New York and the state’s courts will ultimately put to rest the dispute between the Directors and the Trustees. We are confident that the position of the Trustees will prevail in all material respects. At that point, the Directors will have to assume responsibility for the costly and destructive action they have initiated and resign; if they do not act honorably, it would be incumbent upon the Somateion to rise up to the level of honesty and honour that the circumstances require and dismiss them.
While some may have views about the manner in which the joint stewardship of the school ought to evolve, there is no question, either under the parties’ existing agreements or based on the court decisions that the Trustees continue to be, together with the Somateion, Athens College's governing bodies. This joint stewardship is part of the legacy of the founders of Athens College. The Trustees, by accepting to serve as such, have pledged themselves to the founders' vision and values, and all other stakeholders in the school should pledge themselves accordingly.
The Board of Trustees