IN THE COURT OF COMMON PLEAS OF GREENE COUNTY, OHIO
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Professor Peter Townsend, et al.,
 :Plaintiffs,
 :vs.				Case No. 2008 CV 0300
 : 					Judge Wolaver
 : Antioch University,
 : Defendant.
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DEPOSITION OF ROBERT DEVINE
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Taken at Bailey Cavalieri
10 West Broad Street, 21st Floor
Columbus, OH 43215
March 26, 2008, 10:06 a.m.
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Spectrum Reporting LLC
333 Stewart Avenue, Columbus, Ohio 43206
614-444-1000 or 800-635-9071
www.spectrumreporting.com
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2
1 	A P P E A R A N C E S
2
ON BEHALF OF PLAINTIFFS:
3
    Bailey Cavalieri
4   10 West Broad Street, 21st Floor
    Columbus, OH 43215
5   By W. Evan Price, II, Esq.
 Sabrina C. Haurin, Esq.
6
7    ON BEHALF OF DEFENDANT:
8   Porter Wright Morris & Arthur LLP
    41 South High Street, 32nd Floor
9   Columbus, OH 43215-6194
    By Kendall S. Verrett, Esq.
10
    And
11
    Martin, Browne, Hull & Harper
12   One South Limestone Street, Ste. 800
    Springfield, OH 45501
13   By William R. Groves, Esq.
14    ALSO PRESENT:
15   Peter Townsend
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24

3
1 Wednesday Morning Session
2 March 26, 2008, 10:06 a.m.
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4  S T I P U L A T I O N S
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6 	It is stipulated by counsel in attendance that
7    the deposition of Robert Devine, a Plaintiff
8    herein, called by the Defendant for
9    cross-examination, may be taken at this time by
10    the notary pursuant to notice and subsequent
11    agreement of counsel, that said deposition may be
12    reduced to writing in stenotypy by the notary,
13    whose notes may thereafter be transcribed out of
14    the presence of the witness; that proof of the
15    official character and qualification of the notary
16    is waived.
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24

4
1I N D E X
2    Examination By    Page
3    Ms. Verrett - Cross  5
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Defendant's Exhibits  Page
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A - Complaint10
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B - Complaint112
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C - E-mail to Zucker from Devine, 2-25-08 119
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23    (Exhibits attached to original transcript.)

5
1  ROBERT DEVINE
2    being first duly sworn, testifies and says as
3    follows:
4 CROSS-EXAMINATION
5    BY MS. VERRETT:
6    Q.Good morning, Dr. Devine.  We just
7    met --
8    A.I'm not a doctor.
9    Q.Oh, Mr.?
10    A.I don't have a Ph.D.  Professor -- Bob
11    is fine.
12    Q.Okay.  We just met off the record.  My
13    name is Kendall Verrett, and I'm an attorney with
14    Porter, Wright, Morris & Arthur representing
15    Antioch University in this case.  And could you
16    state your name for me for the record, please.
17    A.My name is Robert Devine.
18    Q.Okay.  Have you ever been deposed
19    before?
20    A.Yes, I have.
21    Q.When was that?
22    A.I would be hard-pressed to remember.
23    It was during the time I was president of Antioch
24    College.

6
1    Q.Would that have been late '90s?
2    A.Yeah.
3    Q.And have you just been deposed once
4    before?
5    A.Yeah.  And have done a lot of
6    interrogatories.
7    Q.Just briefly, what was the nature of
8    that case?
9    A.It was a personnel case.
10    Q.Okay.  We've got a couple of ground
11    rules here.  Since you've been deposed before, you
12    probably remember some of them.  But if you could,
13    just remember to give verbal answers.  It's a lot
14    easier for the court reporter to take those down.
15    Obviously, if you need a break at any time, feel
16    free to let us know, and I'm sure that will be
17    fine as long as you finish the answer that's
18    pending to the question.
19Only one person talking at once.
20    Again, it's just easier for her to make a clean
21    record that way.
22Are you on any kind of medications
23    today that would affect your ability to tell the
24    truth?

7
1    A.No.
2    Q.And what is your current position of
3    employment?
4    A.I'm a faculty member at Antioch
5    College.  I'm a professor of communications, and
6    college professor is my official title.
7    Q.What kind of courses do you teach?
8    A.I teach courses in communication and
9    film and film history and in social theory.
10    Q.How long have you been a professor at
11    Antioch College?
12    A.I have two tours of duty.  One for
13    about 11 or 12 years, and the current one, I'm
14    just finishing my 20th year.
15    Q.So can you explain -- I guess maybe
16    when was the first -- roughly the first time you
17    were employed for Antioch?
18    A.I was employed as a professor from 1969
19    to the end of 1981 and was tenured at that time
20    and then left.  I returned in 1988 and have been
21    teaching there continuously since 1988.
22    Q.What did you do from 1981 to 1988?
23    A.I did a startup of urban
24    telecommunications media centers in Dallas and

8
1    Milwaukee.
2    Q.And you came back to Antioch in 1988
3    and have been employed there ever since, you said?
4    A.Yes, that's correct.
5    Q.And at some period of time, you were
6    the president of Antioch College?
7    A.Yes.
8    Q.Do you know roughly when that was?
9    A.From August of 1996 to the end of
10    September of 2001.
11    Q.And what was the reason for your
12    departure as president?
13    A.It was health related.
14    Q.Okay.  Are you an alumnus of Antioch?
15    A.Yes, I am.
16    Q.What year did you graduate?
17    A.That's probably the toughest question
18    I'll have.  I think it was 1967.  I can't remember
19    when I graduated.
20    Q.So you didn't begin immediately as a
21    professor right after graduation?
22    A.No.  No, I didn't.
23    Q.What did you do in those couple years?
24    A.I worked at Antioch in various

9
1    capacities as a staff person and made documentary
2    films and then was appointed as an assistant
3    professor in 1969.
4    Q.And you mentioned you have your
5    master's degree?
6    A.Yes, I do.
7    Q.And that's your highest level of
8    education you have?
9    A.Yes, it is.
10    Q.Where did you get your master's degree
11    from?
12    A.State University of New York at
13    Buffalo.
14    Q.And when was that degree conferred?
15    A.That's one of the hard ones.  I believe
16    1978, but it could be 1979.  I'm a little bit
17    fuzzy.
18    Q.Do you have any other part-time
19    employment or --
20    A.I work as a consultant.
21    Q.What type of consulting?
22    A.Consulting to community media and
23    access -- urban community media and access centers
24    across the country.

    10
1    Q.How long have you been doing that?
2    A.25, 30 years.
3    Q.And you're currently still taking on
4    consulting work?
5    A.I haven't in the last couple years, but
6    I'm about to again, so --
7    Q.Is there any reason why you haven't
8    done any in the last couple years?
9    A.Yeah.  We have been very busy at the
10    college.
11    Q.And any reason why in particular you're
12    about to take on more consulting work?
13    A.Yes, because I've been asked to.
14    Q.Okay.  By whom?
15    A.By organizations outside the house.
16MS. VERRETT:  I'm going to go ahead and
17    have this marked as Exhibit A.
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19   Thereupon, Defendant's Exhibit A is marked
20    for purposes of identification.
21    - - - - -
22    Q.Can you identify what that is for the
23    record?
24    A.Yeah.  It's the filing that we made in

    11
1    Greene County with appendices, including faculty
2    personnel policies, and I think the renewal plan.
3    I think I saw a renewal plan and the resolutions
4    regarding financial exigency -- the Board's
5    resolution regarding financial exigency at the
6    college are included in this file.
7    Q.So that's a document that's familiar to
8    you?
9    A.Yes.
10    Q.You've seen it before?
11    A.Yes, I have.
12    Q.Does everything look complete as far as
13    you can tell?
14    A.Yes.  I haven't thoroughly examined it,
15    but, yeah, it seems to be all here.
16    Q.What relief are -- let me actually back
17    up.  You are a plaintiff in this lawsuit; that's
18    correct, right?
19    A.That is correct.
20    Q.What relief are the plaintiffs seeking
21    from this lawsuit?
22    A.The relief we are seeking is to have
23    the trustees of Antioch University implement -- to
24    act on the faculty personnel policies, which is

    12
1    our contract.  The relief is for them to follow
2    those policies in dealing with the financial
3    situation of Antioch College.
4    Q.Okay.  Now, you said Antioch
5    University, which is the defendant in this case.
6    You're an employee of the university, correct?
7    A.Yes, I am, but at the college.
8    Q.At the college?
9    A.That's correct.
10    Q.We'll probably talk a little bit more
11    specifically about some of the things you said as
12    we continue.  Are you -- and by "you," I mean the
13    plaintiffs.  Is that okay if I use "you" as a
14    shorthand?
15    A.Sure.
16MR. PRICE:  Just make it clear when
17    you're doing so.
18MS. VERRETT:  Okay.
19    Q.Are the plaintiffs seeking continued
20    employment with the college?
21    A.Not necessarily.  We're -- in
22    considering -- in seeking to have the university
23    perform the faculty personnel policies in dealing
24    with the financial situation of Antioch College,

    13
1    we are seeking to have Antioch remain open and to
2    protect the assets, but there's no guarantee of
3    continued employment.  Because even if that were
4    possible, most likely it would be with a reduction
5    of faculty.  In whatever case scenario, it would
6    be with a significant reduction in faculty.  So
7    it's not necessarily seeking to retain our
8    employment.
9    Q.But you said you are -- the plaintiffs
10    are seeking for the college to remain open?
11    A.Yes.
12    Q.And you've mentioned that you're
13    requesting the university perform the policies and
14    procedures -- the faculty policies and procedures.
15    Specifically, what are you asking for, if you can
16    -- if you want to take your time and look through
17    that appendix and point out specific provisions,
18    that's fine.
19    A.We are seeking for the board to examine
20    less drastic measures for dealing with the
21    financial situation at the college and to perform
22    the consultative processes that are spelled out in
23    the faculty personnel policies with regard to
24    dealing with financial exigency at the college.

    14
1    And those are things that were not done in
2    announcing the closing.
3    Q.So let me just clarify.  It sounds like
4    there are two issues.  One is implementing what
5    you termed "less drastic" means?
6    A.Yes.
7    Q.Did you see least or less?  I'm sorry.
8MS. VERRETT:  Can you read back his
9    answer.
10(The record is read back as requested.)
11    A.Can I look at this document.
12    Q.Sure.  Absolutely.
13    A.I can tell you specifically.  The
14    policies define --
15    Q.Can you -- let me interrupt you for one
16    second and get the page number that you're on
17    there.
18    A.It's page 19, and I think it's Section
19    4A, 56, in which, "...financial crisis exists
20    which threatens the survival of the College and
21    cannot be alleviated by less drastic means."
22    Q.So you are seeking the court to do what
23    with respect to that sentence?
24    A.To have the university perform the

    15
1    personnel policies that are our contractual
2    relationship with the university, vis-a-vis
3    finding less drastic measures for dealing with the
4    financial situation of the college.
5    Q.Less drastic than what?
6    A.Closing.  Closing is relatively
7    drastic.
8    Q.Now, it's my understanding that the
9    university has determined to suspend operations
10    for a period of four years, and you're using the
11    term "closing."  Is it your understanding that the
12    university is closing the college or that they're
13    suspending operations?
14    A.It's our understanding that they're
15    closing the college.  The suspension of operations
16    -- there's a real ambiguity around whether we are
17    suspended.  Because the four years puts them
18    outside, again, faculty personnel policies with
19    regard to tenured faculty member being recalled
20    within a three-year period of having made
21    measures.  That's -- I think that's 59 under that
22    same section if I'm not mistaken.  I would have to
23    hunt a little bit to find it.
24And four years moves outside of the

    16
1    obligation of the university to recall those
2    tenured faculty members who have been terminated,
3    furloughed, whatever -- whatever term you want to
4    use.  And so we no longer have tenured.
5And, again, it's a piece of performing
6    the faculty personnel policies in the way that
7    they were written and agreed to by the university.
8    I can't find it off the top of my head, but I
9    think it's cited in the complaint.
10MR. PRICE:  Actually, I can direct him
11    to the section if you want me to.
12MS. VERRETT:  That's fine.
13MR. PRICE:  I think if you look at page
14    20, last paragraph, 59.5, I think that's what
15    you're referring to.
16    A.Yes, it is.  59.5:  "When a tenured
17    faculty member is terminated for necessary and
18    justifiable budget curtailment or programmatic
19    changes, the position will not be filled within a
20    period of three years unless the terminated
21    faculty member has been offered reappointment."
22    Q.Is there anything in this document that
23    would prohibit the university from suspending
24    operations for more than three years?

    17
1    A.I don't know.  I honestly don't know.
2    Q.Do you know of anything outside of this
3    document that would prohibit -- that you're
4    relying on in this case that would prohibit the
5    university from suspending operations for longer
6    than three years?
7    A.I think there are other conditions that
8    would need to be considered, but I don't know if I
9    could specify those.  I would assume that somebody
10    would need to be looking at the requirements of
11    donors for the money that was given to the
12    college, the requirements for physical facilities,
13    the requirements for various bond agreements, et
14    cetera.
15I mean, there's a whole range of things
16    that I'm sure the university administration
17    considers.  That's a hypothetical question so I
18    would have to give you a hypothetical answer.
19    Q.Okay.  In the plaintiff's complaint,
20    are you claiming that the university breached this
21    provision, this 59.5 of the policies and
22    procedures by choosing to suspend operations for
23    longer than three years?
24    A.That's one piece of the breach, yes.

    18
1    Q.And why do you consider that a breach?
2    A.We have a donor pool that has come
3    forward with a significant amount of money that
4    actually has jumped forward with a significant
5    amount of money upon the announcement of closure
6    or suspension.  And the suspension doesn't make
7    any sense if the donors are here now.  The donors
8    would not be any different in three years or four
9    years or five years, and the situation would not
10    be any different except that the faculty would be
11    gone, and the institution would be abeyance.
12So, yeah, that's one of the pieces of
13    the breach is to say I think that that effectively
14    eliminates tenured faculty members and eliminates
15    our tenure.
16    Q.Wouldn't that be then asking for a
17    continuation of your employment, the change from
18    suspending operations for three years to four
19    years?
20MR. PRICE:  Objection.  Go ahead and
21    answer.
22    A.Could you restate the question?
23    Q.Sure.
24MS. VERRETT:  Can you read back his

    19
1    answer, please.
2(The record is read back as requested).
3    Q.Okay.  So one of the pieces of the
4    breach is that tenured faculty will be eliminated;
5    that's correct?
6    A.Yeah.  Would, in effect, be eliminated.
7    I would agree to that.
8MR. PRICE:  Objection.
9    Q.If the suspension were for three years,
10    would that make a difference in your complaint?
11    A.Well, I think you would still have the
12    other components of the breach of contract to
13    contend with.  That's one component, but there are
14    others.
15    Q.Okay.  But under this, I think what you
16    said before is that the three years would allow
17    the tenured faculty to come back; is that your
18    reading --
19    A.Within three years, faculty would have
20    to be hired back before other faculty were hired.
21    Q.Okay.  What's the difference, then,
22    between three years and four years in your
23    opinion?
24    A.Well, the assumption is, in asking that

    20
1    question, that closure is a given, and I don't
2    think that closure is a given.  And the assumption
3    is that the other breaches come before that
4    breach.  And seeking less drastic measures means
5    that there are ways to not have to suspend
6    operations at all.  Suspending them for four years
7    conveniently eliminates tenure, and that's, I
8    think, a concern of the faculty, not necessarily
9    of their employment, but of the concept of tenure
10    and of the institution being bound to the concept
11    of tenured faculty.
12    Q.Well, if we assume for a minute just
13    for the purpose of this question that there were
14    no other issues that the plaintiffs had with any
15    of the other provisions, if it was just purely
16    based on suspending operations for three years
17    versus four years, what's the difference, then, in
18    your mind between those two?
19    A.That's a hypothetical.  That's a
20    hypothetical.  I can't answer that.
21MR. PRICE:  Let me object first and
22    then you can answer.  Objection.  Go ahead.
23    A.That's a hypothetical.  I don't think
24    that I can answer that because that's one piece of

    21
1    the complaint.  And isolating one piece and asking
2    me to respond as if that's the only piece is
3    really -- I think there are logical flaws in that
4    question.
5    Q.Is your reading of provision 59.5 that
6    if there were a suspension of operations for three
7    years, you would have the right as a faculty
8    person to be hired back; that would have to be
9    offered to you?
10MR. PRICE:  Objection.  Go ahead.
11    A.That's how the contract reads.  That's
12    how the personnel policies read.  How that would
13    happen, I -- I can't predict.  I think you would
14    have to ask the university that.
15    Q.I think going back to the question that
16    I asked you about what -- in what ways the
17    university was not following this policy and
18    procedure document.  You also mentioned a second
19    component, which was failing to consult with the
20    faculty; is that correct?
21    A.Yes, that's correct.
22    Q.Can you point me to those provisions?
23    A.Yes, I can.  If I can find the page
24    again.  59.2 on page 20, it says:  "Within 30 days

    22
1    after the declaration of financial exigency,
2    according to section IV B, 59:1 above, the
3    president, in consultation with ADSIL,
4    administrative council, shall develop in writing a
5    plan and timetable for abating the financial
6    emergency.  The plan may include steps of
7    implementation of any fundamental changes in the
8    college program, which have been recommended by
9    the University Board of Trustees."
10That implies a process for dealing with
11    financial exigency short of closing the college.
12    That implies the process of taking measures that
13    would ameliorate the circumstance of the financial
14    difficulty.  That is a breach because that didn't
15    happen.
16    Q.So are you saying that within 30 days
17    after the university's declaration of financial
18    exigency -- the president, in consultation with
19    ADSIL, did not develop in writing a plan of -- in
20    a time table for abating the financial emergency?
21    Did that not happen --
22    A.The remedy was already put in place.
23    The remedy was not a process of consultation with
24    the governing bodies of the campus.  The

    23
1    resolution was put in place, and this process
2    never happened.  And so the faculty, as per their
3    contractual relationship with the university, were
4    never engaged in the process of addressing the
5    financial circumstances in ways other than
6    closing.  That remedy was already provided.
7    Q.Let's back up a little bit just so
8    we're clear on the record.  Can you tell me what
9    ADSIL is?
10    A.Administrative Council is a body that
11    is legally advisory to the president, but is the
12    governing body of the campus.  It is an elected
13    body of six faculty members, three students, one
14    staff member, the president and the dean of
15    faculty.  I think I'm not leaving anybody out.
16    And as an elected body, it does policies,
17    personnel, and budget for the college with the
18    president.  And so that's a consultative process.
19    That's part of the long-term governance system at
20    Antioch College.
21    Q.Are you a member of ADSIL?
22    A.No, I'm not.
23    Q.Do you know if any of the named
24    plaintiffs are members of ADSIL?

    24
1    A.I would assume that one or two of them
2    would probably be.  I don't have an ADSIL list in
3    front of me, so I couldn't tell you that.
4    Q.Okay.  Can you point me to the
5    provision in the policies and procedures where it
6    talks about the faculty or ADSIL being part of a
7    consultive process with the university in the
8    decision leading up to -- in the process leading
9    up to deciding to declare financial exigency?
10    A.Not to clarify, but after the
11    declaration, to work through the steps of
12    addressing the financial emergency and finding
13    remedies for it not being presented with a remedy
14    before there's been any consultation, and that was
15    what happened.  And 59.2 is what provides that.
16And the faculty personnel policies are
17    riddled with references to administrative council
18    because it is also the body that reviews faculty
19    personnel contracts.  It is also a budgetary body.
20    And the full charter of administrative council is
21    not here, but the consultative processes certainly
22    are outlined in various sections of faculty
23    personnel policies, which were approved by the
24    board.

    25
1    Q.Is there any right in this document for
2    the faculty or ADSIL to be consulted prior to the
3    declaration of financial exigency?
4    A.I don't know what you mean by "right."
5    Q.Well, this case is premised on the
6    breach of certain provisions of the policies and
7    procedures document, right?
8    A.Sure.
9    Q.Is there any language in this document
10    that instructs the faculty or ADSIL to be
11    consulted about the financial state of the
12    university prior to a declaration of financial
13    exigency?
14    A.Prior to a declaration, no.  But the
15    declaration seeking remedies for the financial
16    exigency and the difficulty of budgetary
17    curtailment are specified in 59.2 to be a
18    consultative process.
19    Q.And are you contending that that
20    consultative process did not occur?
21    A.Yes.
22    Q.Okay.  Do you know when the declaration
23    of financial exigency -- when the declaration took
24    place?

    26
1    A.I believe it was -- the board
2    resolution was passed on June 9th, and the
3    community was informed on June 12th of 2007.
4    Q.Do you know if within 30 days after the
5    declaration, the president in consultation with
6    ADSIL developed a written plan and timetable for
7    abating the financial emergency?  Do you know if
8    that happened?
9    A.I don't believe that that happened,
10    because the remedy was presented with the
11    declaration of exigency.  Financial exigency and
12    closure of the college were presented at the same
13    time, when there were less drastic measures for
14    dealing with the financial exigency available to
15    the board at that time.
16    Q.What were those less drastic measures?
17    A.One very obvious was that the board did
18    not seek salary and benefit concessions from the
19    faculty and staff.  A second was that the
20    college's endowment -- and the majority of the
21    university's endowment is the college's endowment
22    -- was earning returns of 11, 12, 13 percent at
23    the time with a payout of five percent.  And the
24    board did not explore a larger payout of the

    27
1    income on endowment for the college's benefit to
2    deal with the financial exigency.
3Another is that the college -- the
4    university did not explore the possibility of
5    reimplementing the payments that the McGregor
6    School was obligated to pay the college by virtue
7    of having taken away a revenue stream away from
8    the college.
9Another is that the university and the
10    board did not explore going to the alums with an
11    appeal for funds to address the financial
12    exigency.
13There were a lot of things that they
14    could have done that they didn't do.  They went
15    right to the end game of saying the college is
16    closed.  Financial exigency, the college is
17    closed.
18And the remedies that would have been
19    required in 59.2 would have involved the president
20    sitting down with administrative council and
21    working on what we can do, both on the expense
22    side and on the revenue side, to address the
23    exigency over what period of time.  That process
24    didn't happen.

    28
1    Q.Are there any other less drastic
2    measures that you can think of besides the ones
3    that you just named?  I have four.
4    A.Yeah.  The university could well have
5    cut back.  The university was having budgetary
6    problems at other centers and could have cut back
7    at other centers, rather than the college.  The
8    university could have sold certain assets, such as
9    the license of WYSO, which is worth a significant
10    amount of money, to address the short term.
11But mostly and primarily, the
12    university could have sought the help of alums
13    because, clearly, the alums have been present with
14    $18,000,000 saying that the college needs to stay
15    open.  And that was never asked of them until
16    after the closing was announced.  That was a
17    remedy that was available, but there was no effort
18    to go to donors, major donors and rank and file
19    donors and say, Antioch College is in serious
20    jeopardy, please provide money by X date or we'll
21    have to close.
22The remedy was already presented before
23    there was any process on the campus, a
24    consultative process of examining what the options

    29
1    might be to address the financial circumstance of
2    the college.
3    Q.Okay.  Is it your understanding that
4    the declaration of financial exigency was a
5    declaration that the college was in financial
6    exigency or the university?
7    A.The college.
8    Q.Let's look at these measures that you
9    outlined one by one.  I think the first that you
10    mentioned was examining the salary and benefits of
11    the staff and faculty.
12    A.Sure.
13    Q.Do you know how much -- can you
14    specifically explain a little bit what you mean by
15    that?  I think we're probably on the same page,
16    but just so we're clear.
17    A.I mean, there have been times in
18    Antioch's history where faculty have taken 5 and
19    10 percent pay cuts to make the budget work.
20    There are always, I think, faculty who are willing
21    and able to either take a leave or an unpaid leave
22    or to go half time for a period of time.
23There are benefit expenses that are
24    extraordinary, if you look at what health costs,

    30
1    et cetera, and the college's TIAA-CREF retirement
2    plan, that somebody could look at and say, well,
3    is it possible.  And I'm not saying that the
4    faculty would say that's a great idea, but nobody
5    attempted to have that conversation about the
6    expense side, what on the expense side can we
7    reduce given this financial situation.
8    Q.Do you know if the university looked at
9    that?
10    A.I don't know.  I couldn't say if the
11    university looked at that.  I know that the
12    faculty was never asked.
13    Q.Okay.  Do you know how much money that
14    would have saved to incur any of those measures?
15    A.I couldn't say.  I couldn't say.  But
16    certainly, that's one of the things that people
17    are looking at now in planning for Antioch moving
18    forward, either inside the college or outside the
19    college, are looking at what kinds of concessions
20    can be made and what kind of faculty concessions
21    with regard to half-time or leave or part-time
22    administrative services, et cetera.
23    Q.Do you know how many faculty there
24    currently are for the college?

    31
1    A.I -- I'll be a little bit vague about
2    that.  I think there are in the low 30s, I would
3    guess.  I can't say for sure.
4    Q.Do you know if that was about the same
5    number in June of '07 when the declaration was
6    made?
7    A.I think it was closer to 40.
8    Q.And do you have an idea of what the
9    average faculty's salary is?
10    A.Yeah.  I don't have it in front of me,
11    but I think it's -- I think I could suggest a
12    range.  I think on average, faculty are paid
13    $50,000 a year and probably a 29 percent benefit
14    factor, meaning base salary and 29 percent for
15    benefits.  I'm estimating --
16    Q.Okay.  That's fine.  That's fine.  So
17    if -- if that's an average, roughly, you know, and
18    you were looking at a ten percent pay cut, that
19    would be $5,000 times roughly 40?
20    A.(Indicates affirmatively.)
21    Q.Okay.
22MR. PRICE:  You need to answer out
23    loud.
24    A.I'm sorry.  Yes.

    32
1    Q.Yes?
2    A.Yes.
3    Q.I believe that the second less drastic
4    measure you mentioned was paying out more of the
5    endowments?
6    A.Yes.
7    Q.Can you explain a little bit more about
8    what you mean by that?
9    A.Yeah.  The endowment is for the benefit
10    of the college primarily.  I think five or eight
11    percent of the university endowment is for the
12    rest of the campuses.  And the majority of the
13    endowment at the time, probably $30,000,000 -- and
14    I'm guessing and estimating -- the college's --
15    the university policy is that endowment payout for
16    the college is five percent for a rolling
17    three-year average.
18And five percent is -- it's within the
19    conventional ranges of colleges and universities.
20    But when the endowment is earning 11 or 12 or 13
21    percent, that endowment growth either goes back
22    into the endowment or, as we have found out,
23    sometimes gets used for other things.  But at any
24    rate, at a time in which the markets are good and

    33
1    the endowment is returning, substantial amount of
2    a larger payout does not touch the principal of
3    the endowment.  But a larger payout would have
4    resulted in between maybe a million and a half and
5    $1,800,000 in additional revenue for the college
6    on an annual basis.
7    Q.Do you know specifically what periods
8    of time the endowment was earning -- I think you
9    said like 10 to 12 percent?
10    A.Yeah.  Between '04 and '07, I believe,
11    I've been told.  And I would reference budgets and
12    papers to make sure that that was accurate, but
13    yeah.  And, obviously, this has been a
14    not-so-great year for markets, but it depends.
15    Nevertheless, the endowment payout could have been
16    higher to address in 2007 the financial
17    difficulty.
18    Q.Do you know what the size of the
19    principal on the endowment was?  Did you say
20    $30,000,000, or was that another number roughly?
21    A.It hasn't been entirely transparent.
22    It was around $30,000,000.  But the university
23    went to a donor from whom I had secured a
24    $10,000,000 gift and had it released from

    34
1    restricted in order to fund operating in the last
2    couple years.
3I honestly don't know what the
4    endowment was or is, but I know from budgets -- I
5    can ascertain from budgets what the five percent
6    payout was.  The five percent payout showing up in
7    budgets is released from restrictive and showing
8    up in specific scholarship lines and endowment
9    earnings lines.  And on the basis of that -- and
10    you can fairly well predict what a larger
11    payout -- it could have been a double payout,
12    given the earnings, without touching the
13    principal.
14    Q.Do you know -- was the 1.5 to 1.8 rough
15    estimate you gave, was that in addition to the
16    five percent payout or was that a cumulative
17    total --
18    A.That was in addition to.
19    Q.Do you know what the five percent
20    payout is?
21    A.Yeah.  The five percent payout around
22    -- and I'm estimating.  This is really off the top
23    of my head.
24    Q.Sure.

    35
1    A.Is roughly $250,000 in endowment
2    earnings that go into general fund of the college.
3    Probably another $750,000 in scholarship, because
4    a lot of endowment is allocated for scholarship
5    and then miscellaneous stuff that funds library
6    books and funds buildings and collections and at
7    least one endowed chair.  And so roughly around a
8    1.3 million to 1.5 million.  It shows up in
9    budgets only as $250,000, but that's because the
10    endowment shows up mostly in released from
11    restricted because it's restricted endowment.
12    Q.So then very roughly, the total that
13    you would be looking at if they added the
14    additional funds to the five percent would be
15    three to four million for a year; is that roughly?
16    1.3 for the five percent and then 1.5 --
17    A.No.  The 1.3 to 1.5 was in the budget
18    and was expended.  And the other was -- could have
19    been additional payout.  That would be a less
20    drastic measure than closing the college, to take
21    a larger share of the earnings of the endowment.
22    Q.I apologize.  I thought you said the
23    1.5 to 1.8 million was the additional payout?
24    A.That's the additional, yes.

    36
1    Q.Plus the roughly 1.3 that's already
2    budgeted?
3    A.That's already budgeted.  That's
4    already consumed, yeah.
5    Q.Okay.  So an additional --
6    A.So given the college's tuition revenues
7    and fundraising and endowment earnings and a
8    declining population of students, the matching
9    budget is not there, but all of that is consumed,
10    including the five percent payout is consumed.
11    And the -- more than that is consumed every year.
12    That's why the college ran deficits.  The 1.5 to
13    1.8 would be an additional payout from the
14    endowment that was possible at the time.
15    Q.I think you said that the third kind of
16    less drastic measure was payment from the McGregor
17    campus?
18    A.Yes.
19    Q.Okay.  Can you explain a little bit
20    about what you mean by that?
21    A.The McGregor unit of Antioch University
22    was originally developed by the college faculty as
23    a mechanism to develop additional revenue streams
24    for the college.  Undergraduate, residential,

    37
1    liberal arts is the most expensive delivering
2    model in the world, and most institutions manage
3    that by having adult programs, continuing
4    education certificate programs.
5The McGregor school programs were the
6    college faculty's response to that.  They were
7    moved into their own unit and their own school as
8    part of the agreements, which was to be in
9    agreement in perpetuity originally.
10McGregor was to pay the college seven
11    percent of student-derived revenue in perpetuity
12    so that if they did well, the college would do
13    well.  But in recognition of having taken --
14    having syphoned off that revenue stream from the
15    college, and the college would agree not to launch
16    adult and certificate programs to compete.
17So the revenue stream that the faculty
18    developed was taken over here, and the payment was
19    to be in compensation for that.  The payment -- I
20    can't tell you exactly when McGregor stopped
21    making that payment, but I know it was between
22    2001 and now.  The McGregor School no longer makes
23    that payment.  That's a piece of revenue that was
24    moved out of the college and one that could have

    38
1    been restored -- well, given the finances of
2    McGregor and the university.  And that amounted to
3    between $250,000 and $350,000 a year.
4    Q.And you think that the McGregor --
5    McGregor hasn't been paying that since around
6    2001, that seven percent?
7    A.I -- they started to renege on that in
8    2001, 2002 --
9    Q.Okay.
10    A.-- by a percentage at a time.  But I
11    don't know when it was let go, but it was let go.
12    McGregor still contributes a subsidy to the
13    college, and until they moved into their new
14    building recently, that subsidy was in recognition
15    of the fact that they occupied that building that
16    was given to the college rent free and utilities
17    free for the entire time of their existence.  And
18    used our library and used our gym and used our
19    bookstore, and that was a part of the agreement.
20That's a subsidy that goes up and down
21    based on probably the college's needs and the
22    university's willingness to do that.  But that's
23    separate from the McGregor payment to the college
24    for the programs that were presented.

    39
1    Q.And that payment, you said, was
2    ballpark $250,000 to $300,000 a year?
3    A.$250,000 to $350,000.  I think it was
4    as high as $350,000.
5    Q.Do you know if the university and Board
6    of Trustees explored increasing the endowment
7    payout or reviving payment from the McGregor
8    School before declaring financial exigency?
9    A.I couldn't tell you about the McGregor
10    payments because I have no knowledge of that.  I
11    can tell you about the additional payout from
12    endowment, because -- one Antioch president
13    specifically asked the board for additional use of
14    the payout prior to the declaration of financial
15    exigency and was denied.
16    Q.I'm sorry.
17MS. VERRETT:  Can you read that back
18    or --
19    Q.Or if you can repeat it, that's fine.
20    A.President Lowery asked the board for
21    use of more of the endowment earnings to deal with
22    an increasingly difficult situation and was told
23    no.
24    Q.Do you know why he was told no?

    40
1    A.No.
2    Q.It's not the next, but one of the next
3    less drastic measures you stated was to cut back
4    expenditures at other campuses?
5    A.Sure.
6    Q.Can you explain a little bit about what
7    you meant by that?
8    A.If you have -- I think that -- I don't
9    know the university problems and couldn't care to
10    predict, but if you have financial difficulties at
11    more than one campus, that as a university, as an
12    organization, I think you would have to decide
13    which division, quote, unquote -- I'm using
14    division -- which division you need to cut, which
15    division you need to do some rearrangement with in
16    order to cut your losses.
17When more than one center of Antioch
18    University is hemorrhaging money at the same time,
19    it would seem that you would look to various
20    options, and I don't know if those options were
21    explored.  But there were other centers that were
22    having financial difficulties.
23    Q.I think you said cut a division.  Would
24    that mean closing one of the --

    41
1    A.I meant a campus.  It could.  It could
2    just mean -- I'm sure that there have been layoffs
3    elsewhere in the university.  I'm sure that -- but
4    the logic -- exploring that would have been one of
5    the things that the President with ADSIL might
6    have done in consultation with the chancellor of
7    the university by way of dealing with the
8    college's financial difficulties.  Again, cutting
9    expenses and enhancing revenues is what you want
10    to try to do.
11    Q.And that would even include closing one
12    of the others campuses, could potentially?
13    A.Well, let me give you an example from
14    Antioch's history.  Antioch, in 1985, I believe,
15    had dire circumstances, hired a new president.
16    The choice that was on the table was closing the
17    college or closing the Antioch law school in
18    Washington D.C., which was a very viable and a
19    sound academic program and well respected.  And
20    the university had to make the choice and close
21    the law school because the college was the
22    flagship and the brand, and made that choice in
23    spite of it being extremely difficult in all
24    directions.  But made that choice between

    42
1    divisions that were having difficulty.
2    Q.Do you know if any of the other
3    divisions are having difficulty or were having
4    difficulty in June of 2007?
5    A.I only know secondhand that my
6    understanding is that the Los Angeles, Santa
7    Barbara campuses were having tremendous
8    difficulties.
9    Q.Do you know if that was as much
10    difficulty as the college was having financially?
11    A.I couldn't tell you that.
12    Q.But I think you said closing the
13    college in -- deciding to close one of the other
14    campuses versus closing the college --
15    A.Or cut back at one of the other
16    campuses.
17    Q.Okay.  But in -- for you -- and not
18    necessarily you as representative of the faculty
19    -- but for you, it would be more important to
20    close another campus if it came to that versus
21    suspending operations at the college?
22    A.The college -- the faculty can't decide
23    that.  But, certainly, in discussion as per 59.2
24    about ways and remedies to deal with the financial

    43
1    situation, that would have been one of the
2    considerations that people most likely would have
3    talked about.  And that process didn't happen.
4    Q.Who was it that -- you said you had
5    heard secondhand that the California campuses were
6    struggling?  Who told you that?
7    A.Can I take a break to consult with
8    counsel?
9    Q.Sure.
10(A short recess is taken.)
11    A.I heard that from multiple sources.  I
12    heard it from faculty.  I heard it from staff.
13    And I -- and I saw documents, the Antioch papers,
14    that were university budgets.
15MS. VERRETT:  And I neglected to do
16    this earlier, but I wanted to introduce for the
17    record Bill Groves, who is co-counsel for Antioch
18    University in this case.  So just wanted to get
19    that on the record there.
20    Q.Now, when you talk about cutting back
21    expenses at other campuses, I think you indicated
22    earlier that the McGregor School was already
23    giving a subsidy to the college.  How could you
24    reconcile that?

    44
1    A.Can you tell me the time frame that
2    you're talking about?
3    Q.Well, I guess you tell me.  When was
4    McGregor giving a subsidy to the college?
5    A.From 1987 until 2001 that I know of.
6    And other pieces of subsidy in the form of, quote,
7    allowable deficits since 2001.  No longer
8    subsidies, but allowable deficits, meaning that
9    money from the other campuses is covering the
10    college's deficits.
11    Q.Would that include all other campuses
12    or just McGregor?
13    A.All other campuses.
14    Q.Do you know if any of the other
15    campuses were paying a subsidy to the college at
16    any time?
17    A.In what period of time?
18    Q.At any time.
19    A.Oh, of course, yes.  They were -- they
20    were since 1987.  They were all paying various
21    forms of subsidies to the college.  McGregor's was
22    special because it was a programatic compensation,
23    but the others, there was a college fund.  There
24    was a percentage of overhead.  There was the

    45
1    release of the college from overhead to the
2    university.  And those subsidies were meant to
3    stabilize a college that when it was -- when Alan
4    Duskin assumed presidency of the college in 1985,
5    '86, the college was in terrible financial shape,
6    and the flow of resources from the college to the
7    centers was reversed, and the centers -- the
8    various centers, which became campuses and units
9    with their own presidents, were paying subsidies
10    to the college.
11    Q.And do you know how long from 1987 that
12    continued -- for the other campuses besides
13    McGregor?
14    A.Through -- I know of at least through
15    2001, and I'm confident that the allowable
16    deficits were a continuation of the subsidy only
17    they were no longer this is the required subsidy,
18    but, for the college, here is an allowable
19    deficit, which means that surplus revenue, which
20    is hard to come by at the other campuses, was sent
21    to the college to cover deficits.
22    Q.Did that start in 2001, or was that
23    sometime in --
24    A.Sometime after 2001, 2002, what had

    46
1    been subsidies in the University of Leadership
2    policy manual were transformed into allowable
3    deficits.
4    Q.Okay.
5    A.And I don't know exactly when.
6    Q.And I just want to make sure I'm clear
7    on this.  By allowable deficits, you mean that the
8    other campuses would be sending their surpluses
9    such as they were to the college to cover the
10    college deficits?
11    A.In the budgetary process of the
12    University of Leadership council, the college
13    would project the budget enrollment and
14    fundraising revenue, et cetera, and in that
15    budgeting process would have a revenue line that
16    was the allowable deficits.  And that would be
17    budgeted at the other campuses as well before the
18    start of the year, meaning that you in New England
19    will be contributing $200,000 in allowable
20    deficits to the college, and you in Los Angeles
21    and you at the McGregor School, et cetera.
22And, previously, those have been fixed
23    amount subsidies, and the allowable deficit meant
24    that the college was really dependent in that

    47
1    budget process on how much allowable by way of
2    deficit.
3    Q.Okay.  And that started, you think, in
4    approximately 2001 or 2000?
5    A.No.  2002 probably.  I can't tell you
6    for sure.
7    Q.Do you know if that continued until
8    2007?
9    A.Yes, I do.  Because it was -- I think
10    it was in ADSIL budget documents.  That piece of
11    -- that piece of the revenue that covered the
12    college's expenses was budgeted.
13    Q.So your point of cutting back at the
14    other campuses would be in addition, then, to this
15    allowable budget deficit?
16    A.My point was not that the university
17    should cut back at other campuses.  My point was
18    that it was an option less drastic than closing
19    the college that could have been considered
20    certainly not mandated by the college or the
21    college faculty or administrative council, but,
22    certainly, a piece of the discussion of how to
23    address the financial situation of the college.
24    Q.But if that were something that were

    48
1    adopted, that would be in addition to the
2    allowable deficits; is that your understanding of
3    where the budget was in '07 for the college?
4MR. PRICE:  Objection.  Go ahead.
5    A.I'm saying it was possible to consider
6    that.  I have no idea what form that would have
7    taken or what outcomes would have come of that.
8    Q.Would any cutback have been in excess
9    of the allowable deficit for the college?  Any
10    cutback for the other campus?
11MR. PRICE:  Object.  Go ahead.
12    A.I can't tell you that because we never
13    had that conversation.  And, certainly, that
14    conversation would have to involve the university.
15    Q.Do you know why the college was
16    permitted to have a deficit in its yearly budget?
17    Why wasn't the budget balanced?
18    A.There's a long answer and a short
19    answer, and I think I'll give you the short
20    answer.  It's quite simply because the college, by
21    virtue of not having a substantial endowment, and
22    by virtue of not having sufficient enrollment, was
23    in peril.  The college actually had two balanced
24    budgets in '97/'98 and '98/'99, and very close to

    49
1    that in '99/2000, except for that was an energy
2    year.
3The college struggled -- the college
4    was in desperate shape when Alan Duskin was hired
5    as president in the '80s.  And building it back
6    was a process of building the enrollment back.
7    The college's enrollment in the '70s had been
8    2,472.  And between 1973 and 19 -- probably 1978,
9    the enrollment plummeted.  By 1983, '84, the
10    enrollment was actually less than 400, and that's
11    a straight downhill.
12To build that back without an
13    endowment, the board felt and the University
14    Leadership Council enacted in policy a system of
15    subsidies until such time as the college's
16    endowment was sufficient or until such time that
17    the college's revenue was sufficient to be
18    sustainable.  And that was one of the conditions.
19    I compare that to most schools, undergraduate
20    liberal arts schools have other programs that
21    subsidize them.  The campuses of Antioch
22    University were in part set up to subsidize the
23    college, and that's why the subsidies.  I mean,
24    there are a lot of rationales for that, but

    50
1    there's also a paper trail.  There's also a paper
2    trail, a ULC policy and then board resolutions.
3    Q.And the ULC is the --
4    A.University of Leadership Council, yeah.
5    We use a lot of acronyms.
6    Q.Sure.  Why -- you said that enrollment
7    dropped pretty drastically between the early '70s
8    and 1980?
9    A.Uh-huh.
10    Q.What was the reason for that?
11    A.Well, I'm not an historian.  I can only
12    speculate from a pedestrian opinion.  A lot of
13    reasons.  So there was a series of strikes, and
14    they resulted in the precipitous, immediate drop
15    of enrollment, and the college was never able to
16    recover, and it was a downward spiral.  You cut
17    stuff to compensate for lost enrollment, and then
18    you lose more enrollment.  And then you cut stuff,
19    and the college had cut itself to death by the
20    early '80s, and went through a period of time five
21    months in 1978 where nobody was paid and faculty
22    were on welfare.
23    Q.One of the other less drastic measures
24    that you mentioned was selling the WYSO license;

    51
1    is that correct?
2    A.Yeah.
3    Q.What is --
4    A.I mentioned that.  I mentioned selling
5    assets, and the example I gave was the WYSO
6    license.  I'm sure there are other examples.  I'm
7    sure there are buildings and real estate.
8    Q.What is -- just for the record, what is
9    WYSO?
10    A.WYSO is the public radio station that
11    Antioch University holds the license to.  I headed
12    a commission in 1978 to explore the sale of a
13    license because Antioch was in a difficult
14    financial situation.  Antioch College was in a
15    difficult financial situation then, and the
16    commission came back and said it's too much of an
17    asset to the community and to our academic
18    program, but at the time, it was worth a
19    substantial amount of money.
20And it sits there as an asset, and I
21    think that most of us would hate to see WYSO
22    separated from Antioch, either college or
23    university.  However, it's an asset.  I'm sure
24    that there are pieces of land that have the same

    52
1    kind of status.  That's a terrific asset, but we
2    want to hang on to it.
3I'm just saying that part of the
4    consideration of less drastic means, if you have a
5    financial situation, is how can I cut expenses,
6    how can I enhance revenues, and how can I generate
7    immediate cash flow.  And selling property is one
8    way to generate immediate cash flow.
9    Q.If we looked at the WYSO example, do
10    you have any idea what that might be worth?
11    A.Between $20,000,000 and $25,000,000.
12    Q.What do you base that on?
13    A.I base that on market values in
14    broadcasting.
15MR. GROVES:  I didn't hear the answer.
16    Q.$20,000,000 to $25,000,000; is that
17    what you said?
18    A.Yeah.  I'm not an expert at all on the
19    value of radio station licenses.  I'm estimating.
20    At the time that we explored it in the '70s,
21    licenses were $10,000,000.
22    Q.Do you know if the university did
23    explore the option of selling assets prior to
24    declaring exigency?

    53
1    A.I don't know.
2    Q.Do you have any other examples of
3    specific assets in mind that the university could
4    have sold?  I know you mentioned generally land or
5    buildings, but is there anything specifically
6    you're thinking of?
7    A.Yeah.  The university owns a lot of
8    pieces of land and easement in Yellow Springs.  I
9    think in the neighborhood of 40 pieces of land.
10    Again, this is second-hand information, and I'm
11    not an expert on real estate or the college's
12    holdings.  I know that I had to -- when I was
13    president -- review all of our easements and do
14    some accounting for the pieces of land.  And it
15    has vacant buildings now as well.  It has
16    buildings along Livermore Street that are no
17    longer occupied.
18    Q.Do you have any idea if there were any
19    legal roadblocks to selling any assets of that
20    nature, any of the land or the easements?
21    A.I'm sure there were.  I would have to
22    -- I would have to explore it.  And I would go to
23    Martin, Brown, Hull & Harper to find out.
24There are donor restrictions on some

    54
1    pieces of real property.  There are deed
2    restrictions on some pieces of Antioch property.
3    There are restrictions with regard to buildings
4    that have to do with donors who put their names on
5    them -- there are all kinds of legal implications.
6But in a time of financial emergency,
7    it would seem that that would be one of the
8    avenues to explore, how to generate sufficient
9    cash flow to get through the emergency and build a
10    more solid and sustainable system.
11    Q.But you don't know if those were
12    explored; you're just saying you -- the faculty
13    was not consulted?
14MR. PRICE:  Objection.
15    Q.Do you know if those were explored?
16    A.I don't know if those were explored.
17    Q.I want to look quickly at the last
18    paragraph of your complaint, if you could flip to
19    page 9 of the actual complaint itself.  Could you
20    read that second sentence for the record,
21    "Plaintiffs further request..."
22    A." Plaintiffs further request that the
23    Court enjoin Defendant University from liquidating
24    or dispersing all assets that the College

    55
1    currently uses, including buildings, land,
2    endowment, endowment earnings, and other assets."
3    Q.Is one of the remedies that you're
4    asking from the court to prevent the university
5    from selling land and assets, to enjoin them from
6    doing that?
7    A.Without -- yes, without a process.
8    Without a process for doing so.
9    Q.Okay.
10    A.A very immediate concern is the
11    endowment and what happens to its growth right now
12    or in a time of the college being closed.
13    Q.I think that the final example you gave
14    of a less drastic measure was to go to the alumni
15    and solicit funds?
16    A.Yes.
17    Q.Do you know if that was done prior to
18    the declaration of financial exigency?
19    A.I know that it was not done.
20    Q.How do you know that?
21    A.I know many of the major donors.
22    Q.And what you are saying is they were
23    not solicited for funding?
24    A.They were not solicited.

    56
1    Q.Now, I'm assuming -- actually, I'm not
2    going to assume that.  Does the university have an
3    annual fund -- excuse me, just a --
4    A.The college --
5    Q.No.  That's okay.
6    A.I interrupted you.  I'm sorry.
7    Q.No.  That's all right.  I guess the
8    first question is, does the university have an
9    annual fund?
10    A.To my knowledge, no.
11    Q.Does the college have an annual fund?
12    A.Yes.  It has had an annual fund since
13    the '50s.
14    Q.So is soliciting from alumni, is that
15    separate from whatever annual fund was already in
16    place?
17    A.Soliciting major gifts would be, yes.
18    In addition to probably working harder at the
19    annual fund or putting the annual fund on notice
20    that the option was to close the college if people
21    were not forthcoming with annual fund gifts.
22    Q.Do you have any idea how much alumni
23    would donate in a given year to the college?
24    A.Yes, I do.  And it goes up and down.

    57
1    There are better years and worse years.
2    Q.Do you know what the range would be?
3    A.Yeah.  The annual fund has ranged from
4    $800,000 to $1,540,000.  The major gifts has
5    ranged from minimal to $6,000,000 or $7,000,000.
6    Actually, there are outliers of the year in which
7    we got a $10,000,000 gift from Leo Dry.
8    Obviously, that was the year that doesn't fit in
9    the profile.  And I believe that there were some
10    very high years during the college's capital
11    campaign from 1987 to 1994 as well.
12    Q.So the capital campaign ran from '87 to
13    '94?
14    A.That was a capital campaign, yes.
15    There was another capital campaign launched in
16    2001.
17    Q.What was the stated goal of the 2001
18    capital campaign?
19    A.Well, it depends on who you talk to.
20    It was to begin with $80,000,000, and then it was
21    $60,000,000, and then it was $100,000,000.  And it
22    went through an evolution based on changes in
23    leadership of the board, change in leadership of
24    the university, and, obviously, changes in

    58
1    leadership at the college.  So it sputtered.  And
2    the last that I know of it, it was somewhere
3    between $35,000,000 and $40,000,000 had been
4    accumulated, including that $10,000,000 gift,
5    which was to launch the campaign.
6    Q.So of the $80,000,000 to $100,000,000
7    kind of moving target goal, do you think that
8    there was between 30 -- excuse me -- $35,000,000
9    to $40,000,000 that was actually received by the
10    college?
11    A.Cash and pledges.
12    Q.Do you know what the breakdown was
13    between the actual cash on hand and the pledges?
14    A.No.  I couldn't tell you that.
15    Q.Do you have any idea of the percentage
16    of folks who made good on their pledges?
17    A.Yeah.  I think our pledge percentage is
18    in the low '90s, which is quite extraordinary.
19    But Antioch is a quite extraordinary institution.
20    Q.So it sounds like the college did
21    receive the bulk of the $35,000,000 to
22    $40,000,000?
23    A.Not necessarily.  Some of the pledges
24    are death benefits.  Some of the pledges are

    59
1    annuities and unitrusts and various kind of
2    vehicles to convey.  And that depends on, you
3    know, someone passing away or an agreed upon
4    unitrust person passing away, et cetera.  So they
5    get realized over time certainly, but it's not
6    immediate cash.
7    Q.Do you know what the capital campaign
8    monies were to be used for?
9    A.That changed, and it changed
10    significantly in the course of the campaign.  I
11    think a lot of it went into operating someone into
12    physical facilities.  I believe that some of it
13    was used for the renovations, in quotes, on the
14    science building that prepared us for the renewal
15    plan and the new curriculum.  But I couldn't tell
16    you precisely because I haven't seen an accounting
17    of the campaign since I was last on the campaign
18    cabinet, which was in 2002.
19    Q.When did the campaign end
20    approximately?
21    A.I don't know.  I don't know that it has
22    ended.  To tell you the truth, I'm really in the
23    dark about what happened to the campaign.  It may
24    still be in the works.

    60
1    Q.Alumni -- you said you were on the
2    campaign cabinet?
3    A.Yes.
4    Q.Were alumni presented with the idea
5    that the college was struggling financially?
6    A.At that time, no, because the college
7    was not struggling financially.
8    Q.Was the college at that time getting
9    the surpluses from the other campuses?
10    A.Yes.
11    Q.So --
12    A.Getting subsidies, yes.
13    Q.So they were getting subsidies at that
14    time?
15    A.That was built into budget and
16    considered by the then leadership of the
17    university as in lieu of having a large endowment.
18    Antioch College's endowment when I left office was
19    $29,000,000.  Oberlin's when I left office was
20    $600,000,000.  And in lieu of having that size of
21    endowment, the frame that was put on the subsidies
22    is that while other institutions were building an
23    endowment, Antioch College was building 34
24    campuses across the country, some of which have

    61
1    survived.
2And the subsidies for those franchises
3    are in lieu of the college having an endowment.
4    Now, that's a political argument, and I'm sure
5    that the adult campuses don't feel the same way
6    about those subsidies because they're really
7    difficult to come up with extra money that seems
8    to go someplace else.  But nevertheless, that was
9    a fixed part of the college's budget in the same
10    way that large endowment earnings would have been
11    a fixed part of the college's budget.
12    Q.But the college was not operating at a
13    surplus at that time; the college didn't have any
14    surplus?
15    A.The college had two years of operating
16    at a surplus and was very close in '99/2000 when
17    it got hit with -- that was the year the energy --
18    the Enron and the energy, et cetera, and the
19    spikes in energy costs kept the college from
20    balancing its budget.  But the college was growing
21    in enrollment, the annual fund was growing, and
22    the college -- the campaign was not a desperation
23    campaign of like we really needed the money.  It
24    was more of we need to build the next steps for

    62
1    the future because we are on the right trajectory.
2    Q.And you said the college at that time
3    was increasing in enrollment?
4    A.The college increased incrementally in
5    enrollment from 1996 to 2001.
6    Q.Do you have an idea of what that
7    increase would have been?
8    A.Yeah, from 509 to 640.
9    Q.Were those full-time students
10    physically on Antioch College's campus?
11    A.There are a lot of ways of counting
12    students.  Those are a combination of full-time
13    equivalence and AEA participants, Antioch
14    Education Abroad, which is a program that Antioch
15    launched.
16The -- one way that we counted was
17    unduplicated head count, the number of different
18    people taking course work at Antioch College,
19    which was above 800.  Another way that we counted
20    was full tuition equivalent, which was taking
21    tuition revenues and dividing it by the average
22    cost.
23Another way that we counted was taking
24    the course registration load and dividing it by

    63
1    what the average course load would be.  And,
2    obviously, the obvious way to count is full-time
3    equivalent, full tuition equivalence that are
4    enrolled that are matriculated.  And we use all
5    those counts because they each produce a different
6    variation on the data.
7    Q.What's a full-time equivalent student?
8    A.Somebody who is enrolled and paying
9    tuition and taking 12-plus credits per semester.
10    Q.Where does the equivalent part come in?
11    A.I -- that's the language that's used.
12    I couldn't tell you that.
13    Q.Were the students enrolled in the AEA
14    program seeking degrees from Antioch College?
15    A.No.  No.  A portion of them were, and a
16    portion of them were enrolled at other schools and
17    taking programs in Europe -- Women's studies in
18    Europe, Brazilian Ecosystems, Buddhist studies in
19    Bodhgaya and Buddhist studies in Japan.  A program
20    at Kyotoseilca University, a program at Tubingen
21    University in Germany and a program in Morellia,
22    Mexico.  A variety of programs across the world
23    that allowed Antioch students to do the
24    cross-cultural experience, while students from

    64
1    other institutions were enrolling in those same
2    programs and bearing a lot of the costs of those
3    programs.
4    Q.But those -- not all of those students
5    would have necessarily been graduating from
6    Antioch College --
7    A.No.
8    Q.-- they could be from Oberlin or
9    Denison or anywhere?
10    A.Yes.
11    Q.Okay.  I believe you said before there
12    had been money raised by the alumni since the
13    declaration of financial exigency; is that
14    correct?
15    A.Yes.
16    Q.Do you know how much --
17    A.Currently I think it's close to
18    $20,000,000 in cash and pledges.  Immediately
19    within a month of the announcing of the closing,
20    it was $2,500,000.
21    Q.What's the difference between a cash
22    and a pledge, just so we're on the same page?
23    A.Well, I think that in higher education
24    for accounting purposes, a pledge counts as money

    65
1    in the bank.  You book it.  You book its value,
2    and there are FASB rules that require the way that
3    you do that.
4The difference is that pledges may be
5    -- I will be paying $1,000 a year for the next 15
6    years, or I've written you into my will, or I have
7    worked out an annuity that will come to the
8    college upon my death or -- but in the main,
9    pledges are counted as cash, particularly if
10    you've got a record of realizing 90-some percent
11    of your pledges.
12    Q.But they're not necessarily in hand by
13    anyone at this point in time?
14    A.No.  No.
15    Q.Do you have any idea of that
16    $20,000,000 what is already in hand versus what's
17    been pledged?
18    A.I believe $8,000,000 is in hand.
19    Q.Has any of that been given to the
20    university?
21    A.I think that in -- prior to November or
22    in November, $2,000,000 from the alumni board was
23    given as the first installment on an agreement
24    between the alumni board and the Board of

    66
1    Trustees.  That was returned then to the alumni
2    board.  That agreement wasn't realized.
3    Q.Do you know why that agreement wasn't
4    realized?
5    A.Because -- yes, I do.
6    Q.Why is that?
7    A.Because the board was not willing to
8    allow those people making the major gifts to have
9    control over how those major gifts were used.  And
10    the autonomy of the college was the major sticking
11    point.
12    Q.What do you mean by autonomy of the
13    college?
14    A.If I write a check for $1,000,000, how
15    do I know it will benefit the college, how can I
16    possibly ascertain that.  And until I can, I'm not
17    going to write the check.
18    Q.I guess my question is benefit the
19    college versus what?
20    A.Be part of the university's general
21    funding.
22    Q.So it would essentially go to other
23    campuses?
24    A.Or the university administration, which

    67
1    is a big piece of Antioch University.
2    Q.So were the funds then conditioned on
3    some premise; is that your understanding?
4    A.Yes, it is.
5    Q.And what specifically was the condition
6    that they would -- that the donors -- well, I'll
7    let you answer.
8    A.As far as I understand, an autonomous
9    board for Antioch College.
10    Q.Do you mean trustees by "board"?
11    A.Yeah.  And I think there were
12    variations on that team in terms of relationship
13    between the University Board, and particularly the
14    autonomy with which a group of fiscal stewards
15    could oversee Antioch College.
16    Q.Now, when you say autonomy of the
17    college, does that mean acting independent of the
18    university, or would it still be within the
19    university system?
20    A.I'm not sure of what the parameters
21    were of the agreements that were forged between
22    the alumni board and the university, but I suspect
23    they were elements of connection to the
24    university.  I know that was the university's

    68
1    desire.
2    Q.If you -- if the alumni would have been
3    able to have an autonomous board, are you assuming
4    that's legally independent from the university,
5    has no legal relation to the university?
6MR. PRICE:  Objection.
7    A.I can't make assumptions about that
8    because we have not -- we, on the faculty, have
9    not been privy to the various circumstances and
10    details of the negotiation of the alumni board or
11    the negotiation of the ACCC, and I can't tell you
12    that.  I honestly don't know.  I know from major
13    donors that that was the sticking point.
14    Q.You've not been consulted, then, in
15    what has been proposed to the university?
16    A.No.
17    Q.Has any faculty been consulted?
18    A.Yes.  I think a number of faculty have
19    worked with the alumni board and have worked with
20    ACCC when they first began their process.
21    Q.Do you know who that would be on
22    faculty?
23    A.Probably at least a dozen people.
24    Yeah.  Do you want to know the people?

    69
1    Q.Are any of them plaintiffs in this
2    lawsuit?
3    A.Let me check and see.  Yes.  Yeah, a
4    few of them are plaintiffs in this lawsuit.
5    Q.Who are the people you're speaking
6    about specifically?
7    A.Anne Bohlen, Denise Eagleson, Susan
8    Eklund-Leen, Christine Hill, Eric Miller, Hassan
9    Rahmanian, and Peter Townsend.  Oh, and Jill
10    Becker.  And I'm not clarifying which were working
11    with the alumni board and which consulted with
12    various committees of the ACCC, but most -- I
13    think most of those people worked with the alumni
14    board on various committees.
15    Q.And the alumni board is the predecessor
16    to ACCC?
17MR. PRICE:  Objection.
18    Q.You're using two terms, the alumni
19    board and ACCC.  Can you explain what both of
20    those are?
21    A.Yeah.  The alumni board are elected
22    alumni who represent the alumni body who jumped
23    into an attempt to keep the college open and
24    organized into committees and to raise money, and

    70
1    organize and consulted with faculty in trying to
2    reach an agreement with the university about
3    keeping the college open.
4The ACCC are a group that came forward
5    when it was clear that the alumni board's
6    statement of agreement -- I can't remember what it
7    was exactly called -- was not going to be suitable
8    for them and suitable to major donors.
9And the alumni board had gotten to the
10    first step of an agreement by putting up
11    $2,000,000, but the major donors balked at going
12    any further until there was clarification of
13    governance.  And the clarification of governance
14    had not been forthcoming, and so that's -- that's
15    as much as I understand.  The ACCC is a 501C3
16    Incorporated to continue Antioch college.
17The alumni board is the Alumni
18    Association's elected representatives who
19    represent the alumni of the college.
20    Q.So were the alumni donations that were
21    taking place, the pledge -- the pledges and cash
22    in the fall conditioned upon Antioch College
23    becoming independent from the university?
24    A.Some were.  Some weren't.

    71
1    Q.And obtaining funds from the alumni
2    would have been what you're contending as a less
3    drastic measure than temporarily suspending
4    operations at the college?
5    A.Yeah.  Appealing to the alumni body,
6    which I believe is 17,000 strong, for major gifts
7    with the projected outcome being that unless the
8    major gifts are forthcoming, the college would
9    have to close, I think would have been a drastic
10    measure that netted millions of dollars very
11    quickly.  Obviously it did because the alumni came
12    forward and were able to pull me up $2,000,000 in
13    cash immediately.  But that's a extraordinary, but
14    that's a resource that I don't think was tapped at
15    all.
16    Q.But the deal wasn't reached between the
17    alumni board and the university, that less drastic
18    means did not provide a solution to the fiscal
19    emergency of the university, did it?
20MR. PRICE:  Objection.  Go ahead.
21    A.Well, it certainly does now because
22    there's $18,000,000 and a business plan sitting on
23    the table, and that's a lot less drastic than
24    closing the college.

    72
1    Q.Do you know how much it takes to
2    operate the college for one year?
3    A.Yeah, I do.  I don't know recently, but
4    the college's budget range is from $15,000,000 to
5    $18,000,000 for a year.  And a piece of that comes
6    from federal financial aid.  A piece of that comes
7    from the state in terms of financial aid to
8    students.  About 40 some percent of it -- 45 to 50
9    percent of it comes from tuition.  Some has come
10    from subsidies, and the rest has come from the
11    annual fund and major gifts.
12And so that's -- I think it's been a
13    lot less in the last few years.  I haven't seen a
14    budget for this year, so I have no idea what we're
15    actually running on, but the college's budget is
16    comfortable in the $16,000,000 to $18,000,000
17    annually.
18    Q.How many years would $18,000,000 worth
19    of alumni donations perpetuate the college with an
20    operating budget of $15,000,000 to $18,000,000?
21    A.If you take out student tuition and you
22    take out federal financial aid, it's probably
23    enough -- sufficient number of years to stabilize
24    the college, put it on a stabilized -- put it on a

    73
1    sounder financial footing.  You're asking me to
2    speculate, and I'm speculating, but I'm not an
3    expert.
4    Q.Of the $15,000,000 to $18,000,000
5    operating budget for the college --
6    A.I suspect it's lower now, and I
7    honestly don't know.  And I would have to consult
8    something -- some paper online to find out what
9    the actual budget is.
10    Q.How much of the budget percentage-wise
11    would be coming from federal or state aid?
12    A.I -- you know, I couldn't tell you that
13    off the top of my head.  That's really difficult.
14    The point is that that was -- that's a budget
15    figure that involves a faculty of 50 to 55 and a
16    staff that is probably 20 people larger than the
17    current staff and amenities that there are
18    probably much more substantial than our current
19    situation.  And I would guess that our current
20    budget is significantly lower for the college.
21And I guess that a sustainable model
22    with reduced faculty and reduced staff with
23    $18,000,000 would provide a five-year window to
24    develop the revenue streams necessary to sustain

    74
1    the college for the long run.
2    Q.You said reduced staff and reduced
3    faculty?
4    A.Yes.
5    Q.How much would need to be -- would the
6    university need to reduce the faculty and staff by
7    to get to this sustainable model that you're
8    talking about?
9    A.Various models have been put forth.
10    The alumni board put forth the model of 25
11    faculty.  The budget that I'm talking about, 16 to
12    18, is 50 to 55 faculty members.  So it's
13    substantially less, 25 faculty members.
14I don't know.  The ACCC might have a
15    model that's smaller than that.  But the point is
16    it is sustainable.  It is possible to deliver a
17    liberal arts program.  We know that because we've
18    mapped one out for a very reduced -- and with
19    alumni contributions, the sustainability would be
20    allowing the college the wherewithal to get to a
21    point where enrollments were increased once again
22    and revenue was increased commensurably.
23    Q.What would be the ultimate kind of
24    target enrollment?  You said enrollment would

    75
1    eventually be increased.  What kind of number are
2    you looking for?
3    A.The college needs 800 to 1,000 students
4    to be viable.
5    Q.Do you know when the last time the
6    college had 800 students was?
7    A.Well, yeah.  In 2000, the college had
8    800 different students, 817 different students
9    taking courses at the college, but that's not full
10    time at full tuition equivalence.  But the last
11    time before that would have been in 1973.  And I
12    think -- well, I don't want to go there.  I think
13    it's not coincidental, but that period of time
14    which the college enrollments have been low have
15    to do to a certain extent with its relationship to
16    the university.
17    Q.Now, you said back in 2000, I think,
18    you had about 817 students at the college --
19    A.On duplicated head count.  On
20    duplicated head count.  It might mean that they're
21    taking one course --
22    Q.Sorry.  Let me finish my question.
23    A.Sorry.
24    Q.That's okay.  It's just easier for her

    76
1    to get it down that way.
2That was not 817 full-time degree
3    seeking students from Antioch College?
4    A.No.  No, it wasn't.
5    Q.So would that number include students
6    enrolled in the AEA program that were seeking
7    degrees from other universities?
8    A.Yes, it would.  And it would also
9    include staff taking a single course, and it would
10    also include folks from -- who were not
11    matriculated students who were taking or auditing
12    a course.  It included -- an unduplicated head
13    count means those people unduplicated are all
14    taking classes at Antioch during that fiscal year.
15    Q.And when you say target number that you
16    would be looking for to have 800 students at the
17    college, would that be full-time degree seeking
18    students?
19    A.Yes.
20    Q.Okay.
21    A.Absolutely.
22    Q.Sorry.  Go ahead.
23    A.No.  The college -- and we estimated
24    this in 1997 -- that the college needs 800 to a

    77
1    thousand students to be viable, to be a
2    competitive liberal arts school.  It also needs a
3    larger endowment, but that's part of the process.
4MS. VERRETT:  I'm wondering if we could
5    take a quick break.
6(A short recess is taken.)
7    Q.You had mentioned the AC3 entity?
8    A.Yes.
9    Q.And what's your understanding of what
10    they're trying to accomplish?
11    A.Oh, boy.  Well, Disclaimer No. 1 is
12    that I don't know a lot about what they've been
13    doing, because since they first entered the fray
14    and talked with us at the college and talked with
15    faculty, I haven't known what they're doing at
16    all.
17My suspicion is that they're -- it's
18    not my suspicion -- I think it's pretty much a
19    general consensus that they're trying for a
20    separation of Antioch College from Antioch
21    University with an independent, autonomous,
22    free-standing board of directors.
23But apart from the initial
24    conversations that many of us on the faculty had

    78
1    when they first formed AC3, I don't think any of
2    us have a clue about what they are -- what they're
3    doing or what they're trying to accomplish
4    because, obviously, in negotiations, that could
5    change drastically, but we don't know.
6    Q.Are they trying to buy the college from
7    the university?
8    A.That's probably one way to describe it.
9    I think you could describe it as that.  But I
10    think that a more civil way to describe it is that
11    they're trying to negotiate an agreement that
12    benefits the college and benefits the university,
13    that doesn't harm either entity.  And that might
14    involve exchange of resources, but I think most
15    people would tell you on the street, yeah, they're
16    going to buy it.
17    Q.So I guess the inverse of that would be
18    the university would be essentially selling the
19    college to the AC3, this corporation?
20    A.I can't tell you what the university's
21    intentions are.
22    Q.Would selling -- would anybody -- the
23    university owns and operates the college; is that
24    your understanding?

    79
1    A.Yes.
2    Q.If the university were going to sell
3    the college to any third party, AC3 or another
4    third party, is that less drastic than curtailing
5    the college's budget?
6    A.Yes.
7    Q.A sale of the college would be less
8    drastic than curtailing their budget?
9    A.To an entity that seeks to continue the
10    values, structures, traditions of Antioch, the
11    liberal arts college established in 1853, yes.
12    Q.If the college were sold, you wouldn't
13    be an employee of the university any longer, would
14    you?
15    A.Obviously.  I think that's true.
16    Q.So you would have to be terminated by
17    the university if the college were sold since
18    you're college faculty?
19MR. PRICE:  Objection.
20    A.I -- you know, I have no idea what sort
21    of agreement could be forged with regard to staff.
22    I would expect and speculate -- and only
23    speculation -- that the AC3 model will attempt to
24    preserve the values and substance of Antioch

    80
1    College, but will involve some drastic
2    restructuring of staff and faculty.
3And so I would not assume at all that I
4    would be an employee of AC3, and I have no way of
5    knowing what kind of personnel arrangements would
6    be made in any kind of agreement that was forged.
7    I mean, that would be pure speculation on my part.
8    Q.You're currently an employee of the
9    university, though, correct?
10    A.Correct.
11    Q.And if the university sold the college
12    to a third party, would you continue to be
13    employed by the university?
14    A.No.
15MR. PRICE:  Objection.
16    A.I'm sorry.
17MR. PRICE:  Go ahead.  No, that's okay.
18    A.No, I would not.  But, you know, I
19    think it would depend on the third party.
20    Q.Is that a less drastic measure than
21    budget curtailment?
22MR. PRICE:  Objection; asked and
23    answered.  Go ahead.
24    A.Yes, it is a less drastic measure.  I

    81
1    would not frame it as selling the college,
2    however.  I would frame it as turning the college
3    over to an autonomous board.  And that's not the
4    sale of assets, and that's not the sale of legacy,
5    and -- that's really turning it over to someone
6    who will preserve the legacy.  And, yes, that is a
7    less drastic measure.
8If a body of alumni, which the ACCCR
9    have a business plan to operate the college and
10    make it viable and have 18 to $20,000,000 in hand
11    to make that happen as a start, as a first step in
12    their fundraising, I think that's very much less
13    drastic than closing the college.
14    Q.Would that transfer of a college -- if
15    we can use the word "transfer."
16    A.Uh-huh.
17    Q.Would the transfer of the college to a
18    third party avert the budget curtailment by the
19    university?
20MR. PRICE:  Objection.  Go ahead.
21    A.It would if the transfer is to a party
22    with resources and with access to resources,
23    specifically, access to the donor pool of Antioch
24    College.

    82
1    Q.Because the budget curtailment is for
2    the college, correct?
3    A.That would be one of the measures to
4    address budget curtailment, would be to connect
5    with the donors of Antioch College that could
6    provide the resources necessary for the college to
7    go forward and stabilize and become viable.
8    Q.I think you said before that
9    transferring the college to a third party creating
10    autonomy and independence from the university
11    would be less drastic than suspending operations;
12    is that correct?
13    A.I said continuing to operate the
14    college with resources derived from the alumni and
15    other sources would be less drastic than closing
16    the college.  And, again, in faculty personnel
17    policies, it says -- defined as -- this is the
18    only route available -- or this is the least
19    drastic route available.
20And closing the college was not the
21    least drastic route available and certainly now is
22    not the least drastic route available.  There is
23    the possibility if the college is advertent to the
24    university for a group of reliable folks who share

    83
1    the vision and values of Antioch College, who have
2    the resources and have a business plan to continue
3    to operate the college.  It's a lot less drastic
4    than closing it because it's advertent to the
5    university.
6    Q.Let's look at the policies and
7    procedures portion of the complaint again, page
8    19.
9    A.Of the complaint or the policies and
10    procedures?
11    Q.The policies and procedures.
12    A.Okay.
13    Q.Can you read the first sentence of
14    paragraph 56, please.
15    A."Financial exigency is defined as a
16    situation where an imminent financial crisis
17    exists, which threatens the survival of the
18    college and cannot be alleviated by less drastic
19    means."
20"The survival of the college" for me is
21    one key phrase.  "The survival of Antioch College
22    is" --
23MR. PRICE:  I don't think there's any
24    question.  She just asked you to read this.

    84
1    A.Sorry.
2MR. PRICE:  That's all right.  Just
3    wait for her to ask you a question.
4    Q.My first question would be:  What's
5    your understanding of alleviating the imminent
6    financial crisis by less drastic means?  Less
7    drastic means than what?
8    A.Than closure and shuttering of the
9    college.  Less drastic meaning reducing expenses,
10    raising revenue, implementing a process of
11    planning to put the college on more solid footing.
12    Those are less drastic means.
13    Q.Does it say anywhere in this document
14    less drastic than closure or shuttering?
15    A.No.  I don't think that this document
16    anticipated closure of the college at all.  So I
17    think it's silent on it, and I think it was
18    intended as language to deal with closing a major
19    -- or eliminating a pool of faculty as the college
20    has done in the past.  And so it's not going to
21    talk about less drastic than closing, but by less
22    drastic means.
23    Q.Okay.  Let's go to the previous
24    paragraph, if you will, paragraph 55.  And can you

    85
1    read --
2MS. VERRETT:  I think it's all one
3    sentence, actually, for the record, please.
4    A.Okay.  "Necessary and justifiable
5    budget curtailment shall be defined as a state of
6    financial exigency declared by the Board of
7    Trustees or the president in collaboration with
8    the Chancellor of the university when it has been
9    determined by exercising sound business judgment
10    that conditions exist which can be alleviated only
11    by significantly reducing faculty, staff, and
12    administrator salary expenditures and expenses at
13    Antioch College for a prolonged and indefinite
14    period."
15    Q.So the Board of Trustees or the
16    president, in collaboration with the Chancellor at
17    the university, declares the state of financial
18    exigency; is that your understanding?
19MR. PRICE:  Objection.  Go ahead.
20    A.Yes.
21    Q.And if we look at the next paragraph,
22    paragraph 56, which states that financial exigency
23    is defined as a situation where an imminent
24    financial crisis exists, which threatens the

    86
1    survival of the college and cannot be alleviated
2    by less drastic means.  Does that mean that the
3    board is required to consult with anyone before
4    making that declaration?
5    A.No.  They're required to consult after
6    making that declaration.  The president with ADSIL
7    -- and that's why on the next page, 592, it says
8    that -- it means that the board can clarify
9    financial exigency, but alleviated by less drastic
10    means puts boundaries on that.  And the boundaries
11    are have you considered what was necessary in the
12    -- and, obviously, a state of sound business
13    judgment would indicate that there are revenue
14    problems and expenditure problems that don't
15    match.  And are there less drastic means than
16    closing to deal with those.
17And you put the three together and --
18    because they're part of this same policy.  And it
19    indicates that, well, you can -- the board can
20    clarify financial exigency and ought to on the
21    basis of their judgment, but then within 30 days,
22    they're required to have the president with ADSIL
23    consult about what kind of remedies might be
24    sought for that financial -- that state of

    87
1    financial exigency.
2The remedies were already predecided in
3    the announcement of closing of the college before
4    the college faculty had a chance to deal with them
5    and before any less drastic measures were
6    consulted.
7    Q.Does paragraph 55 and 56 say anywhere
8    that the Board of Trustees need to consult with
9    the faculty prior to declaring financial exigency,
10    just those two paragraphs?
11MR. PRICE:  Objection; asked and
12    answered.
13    A.No, they do not.  However, 59:2 says
14    that the remedies for financial exigency need to
15    involve a process of consultation.  And from 5:93,
16    seeking less drastic means.  That means they are
17    commensurate with Antioch's reputation and
18    integrity.
19    Q.I just wanted to make sure I've got
20    this clear.  Your understanding of financial
21    exigency is that crisis -- a financial crisis that
22    cannot be alleviated by less drastic means than
23    closure or shuttering of the college?
24MR. PRICE:  Objection.

    88
1    Q.I'll rephrase that.  What's your
2    understanding of financial exigency, as you
3    interpret this document?
4    A.I don't think my interpretation is
5    particularly important because it says it -- what
6    it is defined as.  And part of that is "...and
7    cannot be alleviated by less drastic means."
8    Q.Less drastic than what?
9    A.Less drastic -- less drastic means and
10    financial -- a permanent state of financial
11    exigency, and all this year we've been in the
12    state of financial exigency or closing the
13    college, are drastic relative to going to the
14    alumni body and saying we need your support for
15    the college to be viable.  And if that hasn't been
16    part of it, I think that's a breach of my contract
17    with the university.
18    Q.By definition, doesn't paragraph 55 and
19    56 mean that the board has already considered less
20    drastic means than closure or shuttering of the
21    university?
22    A.I wouldn't care to interpret it, but I
23    don't think that they did.
24    Q.Do you know whether they did?

    89
1    A.I know some things that they didn't do.
2    I know that they didn't come to the faculty.  I
3    know that they didn't have the endowment.  I know
4    that they didn't appeal to alumnus.  That's a lot
5    of less drastic means for dealing with the
6    financial situation.
7    Q.Are you content that it was a breach by
8    the board to declare a financial exigency?
9    A.I think -- I don't think it was a
10    breach to declare that there was a financial
11    emergency.  I don't think it was a breach to
12    decide that measures had to be taken.  I -- the
13    breach was what measures were sought.  And the
14    measures that were less drastic, in closing, were
15    to my knowledge not sought.  And the consultation
16    process to develop the remedies for the financial
17    emergency were also not put in place, and that's a
18    breach.  That's my understanding.
19    Q.Where -- in your understanding of the
20    policies and procedures, where is the point in
21    time where the board is required to consult with
22    the president and ADSIL?  When does the procedure
23    under 59 kick in?
24    A.Within 30 days of the declaration of

    90
1    financial exigency, according to section IV B,
2    59:1, above.
3    Q.Does the declaration of financial
4    exigency by the board contemplate that they've
5    considered less drastic means than closing or
6    shuttering the college?
7MR. PRICE:  Objection.  Go ahead.
8    A.Could you repeat the question?
9    Q.Does the declaration of financial
10    exigency by the Board of Trustees contemplate that
11    there --
12MS. VERRETT:  Actually can you just
13    read it back.
14(The record is read back as requested.)
15MR. PRICE:  Objection.  Go ahead.
16    A.Not necessarily.  The statement of -- I
17    would have to look again at their statement of
18    financial exigency that included closing the
19    college because those were simultaneous.  The
20    resolutions were simultaneous.  And in that
21    process, I don't know that the board considered
22    any less drastic measures.  I have no way of
23    knowing that.  I do have a way of knowing that
24    they didn't go to major donors and say, "Please

    91
1    pony up some money."  They did not come to the
2    faculty and say, "Can we make some expense
3    concessions here."  And they didn't touch the
4    endowment --  the endowment's growth, not the
5    endowment itself.  Those things did not happen.
6    So I have to question why those less drastic
7    measures were not taken.
8    Q.But you don't know if they were
9    explored?
10    A.I know that the endowment was explored
11    because I know that Steve Lowery asked them
12    specifically to use the endowment and was told by
13    the finance committee that it wasn't possible.  I
14    know that the major donors were not contacted
15    because I know a dozen of the major donors that I
16    talk to a regular basis and had heard nothing and
17    had since put money into the fund.
18I know that they didn't talk to the
19    faculty, because as faculty, we were never
20    approached to say we're burning too much money, we
21    have to figure out ways to cut expenses, can we
22    talk about -- can we talk about TIAA-CREF
23    benefits, can we talk about healthcare benefits,
24    can we talk about salary reductions, can we talk

    92
1    about people taking leave or doing half-time
2    administrative service which frees up other kinds
3    of money.  None of those things were done.  None
4    of them were approached.
5    Q.It sounded like -- I don't want to
6    misquote you here, but the endowment possibility
7    was explored.  You said that Steve Lowery, the
8    previous president, brought that option to the
9    board and it was discussed, correct?
10    A.It was -- his request was denied.
11    Well --
12    Q.Sorry.
13    A.Which I think means that we're not
14    willing to consider that less drastic means, we're
15    not willing to consider a means that would put
16    another million and a half into the budget.
17    Q.But you don't know why it was denied?
18    A.No.
19    Q.You don't know anything about the
20    dialogue that may have occurred?
21    A.No.  We'll have to ask somebody about
22    that.
23    Q.If the university were talking about
24    laying off a percent of the faculty, would it be

    93
1    less drastic to sell the college or to lay off a
2    portion of the faculty?
3MR. PRICE:  Objection.  Go ahead.
4    A.Again, you're posing a hypothetical
5    choice, and I don't know that I care to speculate
6    about that.  I thought this is --
7    Q.We were looking at before a potential
8    transfer of the college to a third party, correct?
9    A.What do you mean "before"?
10    Q.We were discussing that earlier.
11    A.Yes.  Yes.
12    Q.And it was your contention, I think,
13    that taking that step would be less drastic than
14    suspending operations at the college; is that
15    correct?
16    A.Yes.
17    Q.So my question is:  If instead of
18    suspending operations at the college the
19    university were going to terminate some faculty
20    members' employment, would that be less drastic
21    than transferring the college, selling the college
22    to a third party?
23    A.The transfer is a less drastic way of
24    ensuring the survival of the college.  And at the

    94
1    same time, I would guess that terminating a
2    percentage of the faculty would be necessary
3    anyway.  And so it's not really a choice.  Those
4    are parts of a plan to alleviate the financial
5    distress that the college has and to make it
6    viable and to ensure the survival of the college.
7    And I think that they're part of the same
8    strategy.
9    Q.Why is suspending operations for four
10    years not going to make the college viable?
11MR. PRICE:  Objection.
12    A.Again, you're asking me to both figure
13    out what the intentions were in the proposal put
14    forth by the university and the board and also to
15    speculate on what those outcomes would be.
16I can tell you what the downsides are.
17    The physical facilities would never be reopened.
18    The faculty would no longer be a part of Antioch.
19    And if the university and the university board is
20    unable to raise the funds now to sustain the
21    college, what would lead anyone to believe that in
22    four years, they're going to be better prepared to
23    raise the funds for a sustainable college.
24And so the downside is, gosh, the

    95
1    college and its facilities are gone and the
2    faculty is gone, and the board has taken it upon
3    itself the responsibility for doing something that
4    it's not doing right now, which is finding the
5    resources -- be steward enough to find the
6    resources to make the college viable.  That's a
7    pretty drastic measure for dealing with a
8    financial emergency that one can find other
9    resources to address.
10    Q.Would it be less drastic if they were
11    going to temporarily suspend operations for two
12    years?
13MR. PRICE:  Objection.  Go ahead.
14    A.I haven't contemplated that scenario at
15    all, so I couldn't answer that.
16    Q.Do you know if AC3 will be able to
17    continuously sustain operations into the 2008 --
18    fall of 2008/2009 school year?
19MR. PRICE:  Objection.
20    A.I have no way of knowing that.  I will
21    tell you that they -- the Antioch College faculty
22    will sustain operations into the 2008 year.
23    Whether the university is a part --
24MR. GROVES:  Not under the name Antioch

    96
1    College, let's be clear about that.
2MR. PRICE:  I don't think that you
3    should be admonishing the witness in the course of
4    the deposition, especially when you're not the
5    attorney questioning the witness.  So I would ask
6    you to please refrain from that.
7MR. GROVES:  I will refrain from now
8    on.  Thank you very much.
9    A.As I was saying, whether as Yellow
10    Springs College or whether -- whatever name that
11    Antioch -- that those of us associated with
12    Antioch, the faculty associated with Antioch will
13    be operating the college, the undergraduate
14    liberal arts college in Yellow Springs in 2008
15    with or without the college or AC3.
16    Q.Will you be doing it with
17    accreditation?
18    A.No.
19    Q.Will you be doing it with approval of
20    the Ohio Board of Regions?
21    A.No.  But that's a longer term process.
22    Prescott College did the same thing in the '70s.
23    Q.So you're prepared -- the faculty are
24    prepared to continuously operate regardless of

    97
1    whether the university is involved or AC3 is
2    involved; is that what you're saying?
3MR. PRICE:  Objection.
4    A.To continuously -- yes.  To
5    continuously provide a liberal arts and
6    cooperative education to traditional age students
7    and residents.
8    Q.Irrespective of whether it's sanctioned
9    by the state and other authorities?
10MR. PRICE:  Objection.
11    A.Yes.
12    Q.Is any suspension of operations of the
13    college undesirable to the faculty -- I'm sorry --
14    any suspension of the college operations
15    undesirable to the faculty?
16    A.I can't speak for the faculty, but I
17    would guess so.
18    Q.Is any suspension of the college's
19    operations undesirable for the plaintiffs in this
20    case?
21    A.Yes.
22    Q.And is it -- is any suspension of the
23    college's operations undesirable for you
24    personally?

    98
1    A.Yes.
2    Q.Why is that?
3    A.Why is that?  Because of the harm
4    involved.  The harm to the faculty in terms of
5    reputational damage.  "Oh, you're from the college
6    that's closed" makes it a lot more difficult to
7    secure employment elsewhere.  To the students, to
8    the alumni who now are from a college that doesn't
9    exist anymore, which damages their ability and
10    mobility in terms of jobs and graduate schools and
11    et cetera.  And to the Village of Yellow Springs,
12    which would suffer a terrible economic damage if
13    the college were to close.
14    Q.Is any suspension of college operations
15    for any length of time at all -- strike that.
16    A.May I get some water?
17    Q.Oh, sure.  Of course.
18(A short recess is taken.)
19    Q.Do you know if AC3, were they to
20    acquire the college, have any plans for hiring the
21    current college faculty?
22    A.I have no way of knowing what their
23    plan entails.  However, I only know by hearsay
24    that their business plan entails some faculty, but

    99
1    not all faculty.  And I imagine it would be a very
2    reduced model, but I'm just speculating on the
3    basis of hearsay.  I really don't know what their
4    plan include.
5I know that a number of us talked with
6    Alvarez and Marsales during the process, and they
7    were trying to figure it out, so I don't know.  I
8    would expect that my best guess would be that they
9    would -- they would engage some college faculty
10    based on what was a marketable plan and not engage
11    other college faculty, and that would be necessary
12    for the short term in terms of making the budget
13    balance.
14    Q.But they would have to rehire any
15    college faculty, correct, because you would no
16    longer be employed by the university?
17    A.That's correct.
18    Q.Do you know if their plan includes
19    operating the college in the 2008/2009 school
20    year?
21    A.My understanding is that it does, but I
22    have no way of knowing it.  There has been a very
23    effective code of silence around the negotiations
24    and on the campus.  None of us have heard of

   100
1    anything, and so there's no way of knowing.  We've
2    just had initial conversations with them when they
3    came to campus to talk with faculty and students
4    and staff about their -- some of their intentions,
5    but I don't know what their plans are.  I would
6    expect that they would have a plan because why
7    would you hire a planning firm if you weren't
8    going to come out with a plan.
9    Q.If the plan did not include operating
10    the college in the 2008/2009 year, would that be
11    less drastic than the option to suspend operations
12    under Antioch University -- to suspend the
13    college's operations?
14    A.I can't speculate on that because I
15    haven't contemplated that as a possibility at all.
16    Q.But I think you did say before -- and
17    correct me if I'm wrong -- any suspension of
18    operations would be undesirable to you
19    individually and to the faculty plaintiffs?
20    A.Yes.  But understand that the ACCC is
21    the Antioch continuation corporation, and their
22    initial thrust was to continue Antioch College and
23    to ensure Antioch College's survival.  So I
24    assumed that they headed in that direction with

   101
1    that name, that their intention is to operate the
2    college even if it's dimmed.
3    Q.Would the university be --
4MR. PRICE:  One second.  Would you mind
5    marking that page for me.
6    Q.Is a transfer of the college from out
7    of the university's purview less drastic than
8    laying off faculty?
9    A.Again, I will say that the transfer of
10    the college will most probably result in the
11    laying off of faculty, so I don't know if that's
12    an either/or situation.  I don't know if there's a
13    binary logic there.
14    Q.How are the plaintiffs in this lawsuit
15    going to be harmed if the relief that you've
16    requested isn't granted?
17    A.First and foremost, reputational harm.
18    Reputational harm is that some university
19    pronouncements have described the closing as
20    having the wrong faculty in the wrong program.
21    That is -- that and the closing of the college is
22    -- has reputational harm involved because it makes
23    somebody a lot more -- a lot less marketable, a
24    lot more explaining to do about why someone spent

   102
1    X years of their life on tenured track at Antioch
2    College that doesn't exist anymore, and what
3    exactly happened at the end, and why were you the
4    wrong faculty.  And that reputational harm to
5    careers is significant.
6For those plaintiffs who are tenured,
7    obviously, there's the loss of tenure.  And in
8    recent years, Antioch has negotiated tenure
9    relinquishment agreements that treat tenure as
10    property.  That's obviously a monetary solution,
11    but that's also in there.
12I think basically the reputational harm
13    that comes of being in a college that was closed
14    because ostensibly the faculty was not able to
15    deliver a program that was sufficiently attractive
16    to maintain enrollment.
17    Q.Would a sale or a transfer of Antioch
18    College do anything to alleviate that harm?
19    A.Absolutely.  It would affirm the fact
20    that the values that have been embodied in the
21    college and its legacy are being sustained and
22    that there was something to them, not just that
23    they failed and fell apart and were closed.  And
24    that affirmation reputational is a lot more

   103
1    positive than simple closure.
2    Q.Have you looked for any other faculty
3    positions at another school for the 2008/2009
4    year?
5    A.No, I haven't.
6    Q.Do you know if other plaintiffs have?
7    A.I don't know specifically, but I would
8    guess that some have.  I honestly couldn't tell
9    you that specifically.  I would guess that they
10    have because that would be a prudent thing to do.
11    Q.Why haven't you done that?
12    A.Boy.  Well, let me think about the
13    relevance of that for a minute.  Why haven't I?
14    Well, the day that Antioch's closure was announced
15    and was public in the press, two people called me,
16    one from Hawaii and one from Moran, and asked if
17    that meant I was available, because I have had
18    another career outside of higher education doing
19    the kind of work I do with urban
20    telecommunications.  And in both cases it was, "We
21    will make you a job offer today."  And in both
22    cases, I said no.
23And the variety of reasons are probably
24    more personal than professional.  They are that I

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1    like Yellow Springs.  I like my house.  I have a
2    four-year old who I want to grow up in Yellow
3    Springs.  And I just haven't sought other
4    employment.  I'm not career motivated, and I'm old
5    enough probably to retire.  I don't know that
6    those are particularly relevant reasons for what
7    you're seeking.
8    Q.If there was any suspension for any
9    length of time of the operations at Antioch
10    College, let's say one year, would you be
11    irreparably harmed?
12    A.Yes, in terms of my reputation for
13    consulting.  The work that I do with urban
14    telecommunications is premised on the fact that I
15    am in an academic setting at an institution that
16    has a significant national reputation, and that I
17    bring to bear on the work that I do that mantle of
18    academic creditability.  For Antioch to be closed
19    significantly harms my ability to do that kind of
20    work and the credibility that I would have in
21    seeking that kind of work.
22    Q.What about the transfer of Antioch
23    College or the sale of Antioch College, does that
24    affect your reputation?

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1    A.I think the transfer would -- to a
2    small extent would enhance the reputation because
3    it would provide an indication of a college that
4    acts on its values and is able to sustain them.  I
5    don't know.  I don't know how to -- I know how to
6    read being closed, because for those of us who do
7    consulting work, it really is important to have
8    the academic mantle.  That's part of why people
9    pay a consultant.  But I don't -- I haven't
10    contemplated the transfer in terms of -- I think
11    it would be neutral at worst and positive -- a
12    certain extent positive at best.
13    Q.Besides the -- I think as you phrased
14    it the reputational harm and the loss of tenure --
15    are there any other harms that will happen if the
16    school temporarily suspends it operations?
17    A.Yeah, the harm to the Village of Yellow
18    Springs will be substantial.  The college is an
19    economic engine and a cultural engine for the
20    Village of Yellow Springs, and that would put a
21    lot -- in peril for the college to close, even for
22    a year.
23    Q.Is there any other harm that will
24    befall you other than the reputational harm and

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1    the loss of tenure if the college were to suspend
2    operations?
3    A.Obviously, the loss of a job.  But, no,
4    I don't think so.
5    Q.I think that brings us to a natural
6    breaking point.
7- - - - -
8   Thereupon, a luncheon recess is taken
9   at 12:51 p.m.
10- - - - -
11
12
13
14
15
16
17
18
19
20
21
22
23
24

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1    Wednesday Afternoon Session
2    March 26, 2008, 1:54 p.m.
3- - - - -
4    BY MS. VERRETT:
5    Q.I want to go back to something really
6    quickly from this morning.  I think you mentioned
7    that when the initial announcement was made of the
8    suspension of operations of the college, you got
9    two phone calls from other institutions that
10    were --
11    A.Or organizations.  Yeah, nonprofit
12    organizations.
13    Q.Okay.  And those were job offers for
14    both?
15    A.Yeah.
16    Q.Okay.  What would the salary have been?
17    Did they give you a figure?
18    A.It would have doubled my Antioch
19    salary.
20    Q.Okay.  What is your Antioch salary?
21MR. TOWNSEND:  Do you want me to leave
22    the room?
23    A.Yeah.  I think my Antioch salary is
24    $(REMOVED).  It might be -- I think I got one

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1    percent, so it might be $(REMOVED), plus one percent,
2    which doesn't amount to a lot, but --
3    Q.Okay.  So then those two other
4    positions would have been in the $(REMOVED)
5    range?
6    A.$(REMOVED), yeah, with other
7    benefits too.  So -- but that's not the case for
8    most faculty.  That's because I -- I've done a lot
9    of stuff with -- in that field and have a
10    reputation, so it's not really the norm for
11    faculty.  I think it's the exception rather than
12    the rule.
13    Q.Have you spoken with any Antioch
14    University trustees regarding your lawsuit since
15    the declaration of financial exigency?
16MR. PRICE:  Just to be clear, are you
17    -- the current lawsuit was just filed three weeks
18    ago, two weeks --
19MR. GROVES:  That's a good point.  I'm
20    going to actually clarify that.
21    Q.Have you spoken with any Antioch
22    University trustees about the claims in either
23    your prior lawsuit, which I believe was filed in
24    August of '07, or of this current lawsuit?

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1    A.No.  I have spoken with Antioch
2    trustees, but I haven't spoken at all about the
3    lawsuit.  I spoke with a couple of trustees at a
4    reunion in July of '07.  I think some trustees
5    were there, and I spoke with them because they
6    were there and I know them.  But I didn't speak
7    about the lawsuit.
8    Q.Who did you speak with?
9    A.I spoke with Rubin Harris and I spoke
10    with Art Zucker.
11    Q.And you think that was in July or so?
12    A.I think the reunion was in July.  I'm
13    pretty sure that the reunion was in July.
14MR. GROVES:  June, late June.
15    A.Pardon?  Did you say in late June?
16    Because the announcement was June 12th, and I know
17    it was a couple weeks after that.
18MR. GROVES:  June 21.
19    A.Okay.  Then it was in late June.  It
20    was when the Antioch College reunion took place.
21    Q.Have you spoken to any of the trustees
22    about the suspension of operations at the college?
23    A.No.
24    Q.Have you spoken with Paula Trikler at

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1    all since you filed the original lawsuit in August
2    of '07?
3    A.No.  I don't think I -- I think I saw
4    her, but I don't think I spoke with her when she
5    -- I think she was at the reunion too, but I
6    didn't speak with her.
7    Q.What about Sharon Merryman?
8    A.No.  I don't know Sharon.
9    Q.What about Nancy Crow?
10    A.No.  Actually, I never got near enough
11    to Nancy Crow to speak with her at the reunion.
12    And I clarify that.  I know from long-term
13    association, I know many of these people.  And by
14    speaking with them, I mean saying, hi, how you
15    doing, it's good to see you.  And that's kind of a
16    courtesy that you do when you encounter people.
17    But, no, I didn't speak with Nancy.
18    Q.So I appreciate that explanation.  So
19    you've never had any discussions about the
20    suspension of operations at the college with these
21    folks since the declaration of financial exigency?
22    A.No, I haven't.
23    Q.Do you know if anyone -- any other of
24    the plaintiffs have had discussions with any of

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1    the trustees?
2    A.I have no knowledge of whether or not
3    they have or haven't.
4    Q.Okay.  Other than at community
5    meetings, have you spoken with any of the
6    individuals that are comprising AC3?
7    A.Let me think.  I speak with Steve
8    Schwarner on a regular basis, but not about any of
9    the details of ACCC.  And that's because he's an
10    old friend, and he lives in town.  And I see him
11    on campus a couple times a week and at faculty
12    meetings.  And I always talk with him because he's
13    an old friend, but, no, not about ACCC.
14    Q.Okay.  And you haven't spoken with any
15    of the other members like Eric Bates or --
16    A.I spoke with them when they came to
17    visit campus.  I spoke with -- actually had a
18    meeting with some of them.  I had a couple
19    meetings with ACCC representatives when they first
20    came to campus to talk with faculty, but not since
21    then, no.
22    Q.Do you remember which ACCC members were
23    in those meetings?
24    A.Sure.  One of them was about our

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1    accreditation, and it was Lee Morgan, Frances --
2    I'm trying to picture around the table.  Eric
3    Bates, Laura Markham, and I think Steve was there
4    too.  And that was a meeting about accreditation.
5And then I had another meeting about
6    fundraising in which Frances was there and Rick
7    Daily was there.  He's not part of ACCC, but he's
8    -- I think there's some linkages there.  But that
9    wasn't about fundraising.
10    Q.What kind of things were discussed in
11    the accreditation meeting?
12    A.Strategies for Ohio Board of Regents
13    and for accreditation and making the case.  And I
14    was asked to participate because I've worked with
15    the Ohio Board of Regents before when I was
16    president, and it was basically strategizing how
17    to move forward.
18    Q.And that would be continuing to have
19    approval from OBR and the accreditation past
20    December '08?
21    A.Yes.
22- - - - -
23   Thereupon, Defendant's Exhibit B is marked
24    for purposes of identification.

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1    - - - - -
2    Q.I'm going to have you look at another
3    document now.  Do you recognize what that
4    document --
5MR. PRICE:  I don't think we gave one
6    to the witness.  You gave one to me --
7    Q.Oh, I'm sorry.  Now that you have it,
8    take a minute and familiarize yourself with that.
9    A.Okay.  I'm sorry.  I guess I'm getting
10    caught up in these appendices, and I'm not sure
11    what else is here.
12    Q.Take your time.
13    A.Yeah, I've seen that.  And I've seen
14    that.  Are there differences between this and this
15    in terms of what's included, because it seems to
16    be the same material.
17    Q.I will represent I believe there are,
18    but --
19    A.I haven't had a chance to read thorough
20    enough to determine that, yeah.
21    Q.Okay.  My questions aren't going to
22    really deal with any of the attachments to either
23    document, so -- do you recognize Exhibit B?
24    A.Yes, I do.

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1    Q.What is it?
2    A.It's the first filing that the faculty
3    group made with regard to the breach of contract.
4    Q.So this was -- if we can call this
5    maybe the August 2007 complaint?
6    A.Yes.
7    Q.If you could flip to page 6 of the
8    complaint and look at paragraph 11.  Paragraph 11
9    does not appear in the 2008 complaint, does it?  I
10    mean, you can look at it if you need to.
11MR. PRICE:  We'll stipulate to that.
12    Q.It doesn't.  That's --
13    A.Yeah.
14    Q.If you wouldn't mind, just for the
15    record so we can be clear, reading paragraph 11.
16    A.Okay.  "Antioch University's poor
17    governance of Antioch College also created the
18    supposed financial crisis that purportedly
19    supported the declaration of financial exigency
20    by, inter alia, mandating a 'Renewal Plan' that
21    consisted of the elimination of the college's
22    entire existing curriculum and majors.
23"The Board of Trustees initiated the
24    renewal plan in 2004, but failed to provide the

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1    financial support called for in the renewal plan.
2    Although the purported renewal plan led to a rapid
3    decline in enrollment and revenues, Antioch
4    University never consulted the college faculty
5    regarding the appropriate means to correct the
6    numerous and significant problems created by
7    Antioch University's renewal plan."
8    Q.Thank you.  Are you currently
9    contending that there were any governance issues
10    that created the supposed financial crisis that
11    purportedly supported the declaration of financial
12    exigency?
13MR. PRICE:  Objection.  Go ahead.
14    A.No.  No.  But I would doubt that
15    there's anyone on the Antioch campus that wouldn't
16    say that that's factual.
17    Q.But this is not in your --
18    A.No.
19    Q.I'm just trying to get an idea for --
20    if you're raising issues related to the governance
21    of the college in the new complaint.
22MR. PRICE:  Obviously, this paragraph
23    isn't in there.  If you're asking him what
24    questions I will be asking him if he's on the

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1    stand, I don't think he's in a position to answer
2    that.
3    Q.Do you believe --
4MR. PRICE:  You can ask him the factual
5    questions about it.
6MS. VERRETT:  No.  That's really all
7    I'm trying to get at.
8    Q.Do you believe this to be an accurate
9    statement, this paragraph 11 regarding the
10    governance of the college by the university?
11    A.It's absolutely accurate.  One would
12    have to examine the enrollment from
13    implementation, which was sped up by a year.  The
14    college went from 600 to 300 in the space of two
15    years in enrollment.  One would have to examine
16    board giving and board giving in support of the
17    renewal plan that they implemented.  And one would
18    have to examine a variety of documents that would
19    either prove or disprove this assertion.
20    Q.What are you contending that the
21    university should have done that it didn't do
22    prior to June of 2007 to avoid a budget
23    curtailment?  And that doesn't have anything to do
24    with this paragraph.  If you think it does, you

   117
1    can certainly talk about that, but in general.
2    A.In terms of this filing?
3    Q.No.  Just your belief that -- what are
4    you contending the university should have done
5    that it wasn't doing prior to June of '07 to avoid
6    the budget curtailment and declaration of
7    financial exigency?
8    A.That's a very -- that covers a lot of
9    real estate.  And No. 1, the board failed to give
10    or get the resources necessary for the renewal
11    plan that they promised a five-year implementation
12    period for.
13No. 2, the university removed the chief
14    financial officer of the college in 2002 and
15    changed the reporting relationship for the
16    president to be to the chancellor and not with
17    direct access to the board.  That left the college
18    unable to even -- and as of that time, the college
19    ceased to have any notion of what its budget was,
20    let alone ability to monitor and control it.
21There are a variety of measures that
22    were taken that directly contributed to the
23    college's problems.  The transfer of depreciation
24    expense from central university budget to the

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1    college's budget without any transfer of the
2    revenue generated by the college's endowment.
3    Those had always been balanced, as endowment
4    growth was not something spent.  It was a paper
5    revenue, and depreciation similarly was a paper
6    expense.  And those had offset one another until
7    2002.
8And the expense was transferred to the
9    college's budget, which made it impossible to
10    balance its budget.  The revenue was still
11    maintained at the central university budget, which
12    put the college in a permanent state of
13    receivership.  It could not balance its budget.
14    It would not be possible.  The presidents that
15    were hired in the interim had no chance of
16    balancing the college's budget at all.  And
17    without a chief financial officer -- had no way of
18    even knowing what was going on with the college's
19    budget.  Those -- I mean, there's a litany of
20    woes, but I'm not sure what you're after.
21    Q.Actually, let's look at another
22    document.
23MS. VERRETT:  If you could mark this as
24    -- I think we're on C.

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1- - - - -
2   Thereupon, Defendant's Exhibit C is marked
3    for purposes of identification.
4    - - - - -
5    Q.Do you recognize this document?
6    A.Absolutely.
7    Q.What is it?
8    A.It's an e-mail response that I sent to
9    Art Zucker regarding the publication widely of
10    comments that he made about the faculty closing
11    that were carried in a lot of press.
12    Q.And who's Art Zucker?
13    A.Art Zucker is the chair of the board of
14    trustees, the university board of trustees.
15    Q.Do you recall sending this e-mail?
16    A.Yes, I do.
17    Q.Okay.  In the second paragraph -- I
18    guess technically it would be the third paragraph
19    -- but the paragraph beginning, "Do you have any
20    idea," the third --
21    A.Yeah.
22    Q.Do you see where I'm at?
23    A.Yes.
24    Q.The third sentence that begins for "the

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1    faculty to brave out this little Board-initiated
2    adventure."
3    A.Yes.
4    Q.Okay.  That sentence states the board
5    failed in its fiduciary responsibility to raise
6    funds for the program?
7    A.Yes.
8    Q.Is that referring to the renewal
9    program?
10    A.Uh-huh.
11    Q.Are you making any allegations
12    currently in this case that the board has breached
13    a fiduciary duty?
14    A.No, we're not.  But the reality is that
15    the faculty queried the board and queried the
16    renewal commission on at least two occasions about
17    the resources necessary to implement a complete
18    change of curriculum, which erased all majors,
19    erased all of our program, and erased all of our
20    administrative structures.  And starting from
21    scratch, doing that while continuing to deliver
22    the old program, the faculty embarked on that.
23And my understanding, though it's from
24    secondary sources, is that the board's -- well,

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1    the fact is that after two years of the promised
2    five years to turn this program into gold, that
3    the university board pulled the plug on Antioch
4    College.  And during that period of time, I think
5    one would have to find the record of board giving
6    and the record of the collection of pledges from
7    board members to the renewal plan that was there
8    that they implemented.  And I -- I'm pretty sure
9    of what that document would say.
10    Q.What do you think that document would
11    say?
12    A.That no more than two board members
13    gave any money to the renewal plan.
14    Q.So are you contending that --
15    A.I'm not contending anything --
16    Q.Let me just finish my question.
17    A.Yeah.  Yeah.
18    Q.It's your belief that the board members
19    have not been adequately financially supporting
20    the college?
21    A.Yes.
22    Q.And I think in your previous answer,
23    you said you had heard from second-hand sources
24    that this was the case, and I was wondering who

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1    those were.
2    A.Can I break for a minute and consult
3    with counsel?
4    Q.Sure.  I don't want to know -- I'm not
5    going to ask you to divulge anything that would be
6    privileged, but I'd really prefer --
7MS. VERRETT:  I mean, is there a way he
8    can answer the question without -- I hate to break
9    without --
10MR. PRICE:  I don't know what his
11    answer would be as to whether I am the source and
12    for him to answer the question before
13    consulting --
14MS. VERRETT:  Okay.
15MR. PRICE:  Do you recall the question?
16    A.Could you repeat it?
17(The record is read back as requested.)
18    A.My second-hand source was a board
19    member who had recently left the board.
20    Q.What was that person's name?
21    A.Barbara Wi