30. Mills College Might Be Lost, But The Perpetrators Of Its Downfa...

The Resistance is in shock after Alameda County Superior Court Judge Stephen Pulido stated that he could not believe trustees would vote on a deal without the terms being finalized and that doing so was probably illegal - then declined to renew the Temporary Restraining Order he had granted, despite significant failures by the college to hand over the documents requested. As a result, the next day the Board did exactly what the judge told them they shouldn't do, and approved the decision to give Oakland's Mills College away to Boston's Northeastern University without even knowing all the terms and conditions of the deal.

Bay Area Reporter: Women's Only Under-grad Ends at Mills, as College Mergers With Boston School
KQED: Mills College to Merge With Northeastern University, After Months Long Court Battle
East Bay Express: Mills Must Explore Options

President Hillman remains president, and there will be no accountability for any of the Trustees who have led everyone to this place.

As outrageous and disappointing as this setback is, the fight is far from over. The deal is still subject to many things, including approval from the Attorney-General and other regulatory authorities.

If there is to be any chance of preserving Mills, Trustees that are actually able to fulfil their fiduciary duties are required.

Alumnae Trustees vs Trustees Who Are Alumnae

Immediately after the March 4th, 2021 Board Meeting with the infamous consent agenda vote, the four Alumna Trustees called for an emergency meeting with President Hillman and Chair Katie Sanborn,. At that meeting, they expressed shock at the radical nature of the proposed changes, so different from previous Board discussions; additional information showing the financial basis for this decision was requested, but never provided.

The Plaintiffs tried for months to get the information they asked the College for. When every approach failed, including from attorneys, they were forced to file suit.

After the lawsuit was served on the Defendants, two of the Plaintiffs spoke to the President and Chair of Mills College then withdrew - although they have still never denied or walked back any of the statements made in the lawsuit. However they have remained on the Board as Alumna Trustees, and claim to represent alums even though a large majority of alums support the lawsuit and for Mills College to remain independent.

Now there is a vote to remove them at the forthcoming AAMC membership meeting. The registration deadline is September 17th, 2021.

RECALL DETAILS

Mills Alums - - MAKE SURE THAT YOU GET TO VOTE ON THE AAMC TRUSTEE RECALL - - registration deadline Sept 17
On Sept. 25 from 9:30 am-10:50 am PT, the AAMC will hold their annual membership meeting and, per the published agenda, will have a vote on whether to recall the two Alumna Trustees who dropped out of the lawsuit against the merger with Northeastern University.
Alumnae: please attend this meeting and cast your vote!
All alumnae are able to attend this meeting online or in person -- but the registration deadline is this Friday, September 17th.
--MEETING REGISTRATION INFO--
Ballots will be distributed to all alumnae present at the meeting. Alumnae attending online via Zoom will be able to vote using the poll feature (You will need to supply your: name currently, name as it was during your time at Mills if it was different, and your class year).
To attend the meeting in person:

Fill out our information form to attend (https://bit.ly/AAMCannualmeeting-infoform).
Register for whatever portions of Reunion you plan on attending (https://alumnae.mills.edu/reunion2021). It is free to attend the annual meeting, but fees are required for other Reunion events.
Note: (capacity is limited) and COVID protocols will be in place.
If you want to attend virtually over Zoom, please:
Fill out the above form (https://bit.ly/AAMCannualmeeting-infoform)
Register for the online session here.(https://bit.ly/AAMCannualmeeting)

TIMELINE

March 4th, 2021: Board of Trustees meeting. A vote is taken to approve the meeting's consent agenda, which includes development of a Teach-Out Plan for the Board to consider.

March 5th, 2021: The four Alumnae Trustees contact President Beth Hillman and Chair Katie Sanborn to request emergency meetings to discuss what happened in the Board meeting.

March 8th, 2021: One meeting is held with the President, Chair, and 4 Alumnae Trustees. At the meeting they express their concerns about the Mills Institute, UC Berkeley partnership

March 17th, 2021: President Hillman announces to the media and on the College's web site that Mills College will cease to issue degrees and become the "Mills Institute".

March 25th, 2021: President Hillman announces that 200 co-ed UC Berkeley first year "Changemakers" students would be living on campus from Fall 2021

April 2nd, 2021: AAMC Board of Governors publishes a Position Statement outlining AAMC demands for the Board of Trustees to consider.

June 7th, 2021: Four Alumna Trustees file a lawsuit in Alameda County Superior Court against President Hillman and certain members of the Executive Committee and College officers, seeking information about the proposed deal with UC Berkeley and any other partners the College was in discussions with, as well as asking to see the financial analysis that formed the basis of the decision to close.

June 17th, 2021: Board of Trustees vote to begin discussions with Northeastern University, subject to further Board approval.

June 26th, 2021: Plaintiffs serve the complaint on the Defendants (via counsel)

June 29th, 2021: Case is assigned to a Judge: Stephen Pulido.

Around this time: Deb Wood speaks on the phone to Chair Katie Sanborn and has a private conversation with President Beth Hillman. In these conversations she allegedly claimed to have personally shared confidential information with the AAMC in violation of a non-disclosure agreement.

July 2nd, 2021: Mills College informs the AAMC that they are blocking their email communication to alums about the lawsuit.

July 3rd, 2021: Deb Wood and Adrienne Foster write a letter to withdraw from the lawsuit, saying they don't like the "aggressive tone" of discussions. The letter appears to have been signed by both of them using the same pen and was allegedly sent to Beth Hillman before it was sent to their own attorneys.

July 4th, 2021: Deb Wood and Adrienne Foster forward the letter they both signed the day before to their attorneys and co-Plaintiffs.

July 7th, 2021: Press Release About Lawsuit Goes Out. Gets picked up by mainstream media including TV news.

September 8, 2021: Deb Wood and Adrienne Foster submit declarations on behalf of the Defendants...the final nail in the coffin for Mills College.

TRANSCRIPT

Thanks to our source for sharing this transcript of a discussion that occurred on Monday, July 12th, 2021 before an AAMC Board of Governors meeting. A petition has now been lodged under the California Corporations Code to remove the two traitorous Alumna Trustees, who were asked at this meeting to explain their withdrawal from the lawsuit.

ADRIENNE FOSTER: For many years, I've worked with higher education at the college level, nearly 40 years as I stated in my statement to become Alum Trustee. I felt that I wanted to frame the conversation, the messaging and the strategies based on my years of experience. I just didn't feel I was being heard. My deepest regard is for Mills and its future. As a trustee and Governor, I plan to put this regard, first and foremost in my actions.

DEBORAH WOOD: Thank you. Good evening. I withdrew from the lawsuit. Upon deeper reflection and integrity to my values, my principles and standards. I could not be a party to such a divisive action that in my view, will create lasting and potentially irreparable harm to the relationships within the AAMC and Board of Governors, as well as between the Alumnae Association and the college well into the future. As a party to the lawsuit also, I felt my voice was being stifled. And to further frame it and as with Adriennne, I was engaged with health issues around my 97 year old mother she was subsequently hospitalized, but I am her caregiver and I give her all the attention I can give her. So I wanted you to understand that, and as such I wasn't as dialed into the issues surrounding the decision to create, to engage in the lawsuit; aware of the issues on the table that are susbtantive to the lawsuit, but some of the other decisions, I wasn't, and in discussions I wasn't. And in addition, as I said I felt my voice just was being stifled as a contrary voice to many of the others. Alumnae trustees sit in a dual, yet equal role sometimes delicate even in the best of circumstances, but representing the interests of the AAMC as well as representing interests of the college. In my two years on the board of trustees, I have garnered the goodwill of board members and college officers alike, even prior to my joining the board actually. In withdrawing from the suit, I am in a strong position to use that goodwill to better represent, and continue to advocate strongly for the Alumni Association and the Board of Governors and to carry out these dual fiduciary responsibilities. The lawsuit simply asks for the production of financial information that is believed to have been withheld or just not shared with Alumnae trustees, and all trustees for that matter, so as to make informed decisions about the college's future. I don't know if information has been withheld or if the missing piece is simply a walkthrough of the available information contained in the trustees meeting packets along with a deeper explanation of the financial documents and reports in the meeting packets that have led to current decisions. Remember that a financial emergency was declared in 2017, and that the finances were precarious for a number of years before. Many attempts have been made since 2017 to resolve this declared emergency. Adrienne and I said, and I'll let her withdraw, we remain faithful to the AAMC and to Mills College, as we continue to uphold our responsibilities as governors and as alumnae trustees, continuing to be problem solvers and good stewards of both bodies. And as such, we can use our goodwill to attempt to get that explanation so Alumna Trustees and indeed all trustees who may have questions, can have a better understanding of college finances. Again, this is the only point of the lawsuit. Thank you.

[Three people then spoke and asked questions. Debi and Adrienne were given the right not to answer, and the AAMC's legal counsel was present in case there were questions that they could not answer.]

KATHERINE MAHOOD: I'm class of 1993 and first of all I wanted to thank the Board of Governors for allowing me to be here and to speak. I appreciate everything that you do and how you represent us. My first, the first thing that I kind of want to go through for both Dr. Foster and for Ms Wood...just that we're on the same page with the timeline. So I just want to make sure we're all on the same page. In 2018 Mills College asked the AAMC for financial help. And in 2019, the AAMC actually loaned Mills College $2 million. So, and also at that time Mills College told the AAMC, that the college was now in healthy financial shape for the next 25 years. So that's the first fact that I think I just wanted to make sure we're all on the same page with that. Do you agree with that Dr Foster or Ms Wood?

FOSTER: I've been an alum trustee since July 1, 2020. So I can speak to my participation as an alum trustee from that point on, so I'm gonna assume that your facts are correct. Viji can answer that better, being the president for five years.

MAHOOD: Well, you had mentioned that there had been a financial crisis declared in 2017. And so, I was not trying to put you on the spot I was just referring to history that you appeared to already be aware of.

FOSTER: That wasn't me, I didn't speak there.

WOOD: Okay. Yes, that was me, I mentioned the declaration of the 2017 financial emergency. However, I was not an alumna trustee at the time that that loan was made. My term began July 1st, 2019. So that happened earlier in the year before I came on the board. I'm aware of the loan, but not the details and the circumstances leading up to it.

MAHOOD: Okay, but at one point the loan happened, you're not disagreeing with the statement that those college told the AAMC that the college was in healthy financial shape for the next 25 years.

WOOD: Right, and I had previously said, I was not on the Board at that time, I do not have personal knowledge of that conversation.

MAHOOD: That's fine. So we're all basically in agreement that March 2020 the pandemic hit that, pretty much did have some changes like online learning, distance learning from Mills College. So that's also a fact that we can all agree to, and then Fall of 2020 Mills College received federal funding as part of the pandemic financial rescue plan that was more than the college would have received from admissions money. So is that something we can all agree to Dr Foster and Ms Wood?

FOSTER: Can I just ask, is this an inquisition, or is this a deposition or is there a question forthcoming. I really didn't...I don't have financial documents in front of me, you do. And I just would really welcome, a question, and whatever you're setting the stage for. Is there a question coming. Okay, I just want to be sure.

MAHOOD: Let me just cut to the chase. My first question. February 2021 - there was up to that point, there was no kind of no discussion, nothing was brought up about closing Mills College. Am I right about that? Like there was no Board of Trustees meeting in February, 2021, or big meeting or any meetings where there was a discussion of a financial crisis, or closing Mills College.

FOSTER: I don't believe so. The statement came out in March, I believe, about college admissions.

MAHOOD: But in February, nothing, right? Am I understanding this right?

WOOD: Miss Mahood, late in 2020 there were conversations regarding the need, and there had been conversations regarding potential partnerships that would help Mills out of its financial dilemma. To my knowledge, to my recollection, there was no conversation about closing the college but that is to my recollection...and Dr Foster has asked, is there an ultimate question here? Or do you have several questions that you want to ask?

MAHOOD: So I'm just trying to get some context, because really the crux of the matter is that on March, 4, at that Board of Trustees meeting, my understanding is that there was a consent agenda item of closing Mills College. Is that right, am I right about that?

WOOD: I'm not sure that we can speak to those kinds of details in as much as upon becoming trustees we signed confidentiality agreements that limit what we can discuss publicly.

MAHOOD: All right. Well, that information is in a public lawsuit that is open to the public, all anybody has to do is go to the Alameda County Courthouse, pull up the complaint, and look at it. Everybody in the world can, so that's not confidential and the consent agenda item to discuss closing Mills College is part of that complaint. So I promise you I'm not asking you to agree with anything that is confidential. if it's in a lawsuit, it's not confidential.

WOOD: I understand that, but it falls within that promise of confidentiality, so I don't feel comfortable responding to your question, I would like to, but I don't feel comfortable doing that. And I don't want to compromise my fiduciary responsibility and my pledge to keep certain matters, keep certain discussions and agenda items confidential.

MAHOOD: OK I appreciate that. And Dr Foster, do you feel the same way?

FOSTER: Yes, do you have a question so we can get back to that?

MAHOOD: So my question is. So, on March 17th, 2021, that was the public announcement to close the college, right. And that's not confidential that was a public announcement. But the question is, what happened between March, basically March 4 and march 17 that suddenly there was this incredible crisis, like, a crisis that one would think would be precipitated by an earthquake, that one would think would be precipitated by a fire, that there is such a crisis that the only solution is to close down the college. That is my question.

WOOD: Could you repeat your question please.

FOSTER: I'm sorry, I didn't hear a question in your statement.

MAHOOD: The question is, what is the financial reason, what is the financial justification for suddenly within a three week period, out of nowhere,there is a financial crisis that apparently is so dire that the only solution is to close down the college?

WOOD: I would direct you to...again this is, this is a sensitive area for us, again, for reasons of confidentiality, so I would direct you to the March 17 announcement by Beth Hilman. To answer your question, beyond that, I don't believe that I can for previous reasons stated, answer your question, I have taken note of your question, and will respond if I can, once I have gotten some authority to do that.

JEANNIE VANCE: Thank you very much for having us here today. I am Mills College Class of 1991. I was on the executive board of student government my senior year. I've been a consistent donor, each and every year to Mills College, even when I used my student loan money for that. I've been a class agent and a class secretary. I'm a proud alumni of Ethel Moore home. I went on to law school at Hastings College of the Law, and I've had my own law firm for several decades. I practice in healthcare and frequently advise on nonprofit compliance and governance issues. A healthy part of my practice is mergers and acquisitions. What I'd like to do is give a basic overview of some of the main legal obligations of board members and this would apply both to members of the Board of Trustees and members of the Board of Governors. This would be very short but it will frame some of the questions that I'm about to ask. The first one is that there are two main obligations of board members. The first is the duty of care. That requires a basic due diligence in terms of meeting attendance, reviewing the documentation that's provided, reading it and understanding it. It doesn't mean that you yourself have to be an expert on financial matters, you may rely upon experts, you can ask questions, you have available to you accountants of the college, you have the legal counsel to the college that's available to you. And so you're supposed to bring to your job as board members, what a reasonable person would bring in managing her own affairs. You have to make your own examination and determination of the facts. You also have a duty of loyalty in your board positions. Failure to fulfill these minimum standards is a breach of fiduciary duty for which a board member can be held legally responsible. The college officers report to the board, the board is the boss of the president of the college. With that background, I'd like to ask some questions. If the announcement that the college would close and cease admitting students was a surprise, what did you do to communicate this to your subordinate, the president of the college to rein her in?

FOSTER: I'm not sure the intent of your question...is it Jeannie?

VANCE: It is. Well I'm wondering, since you are the boss of the president of the college, is she advancing an agenda that was voted on and determined by the Board of Trustees, or is she advancing her own agenda? I mean, did the board say we're going to close and we're going to cease admitting students and President please help figure out the best plan to do that.

FOSTER: I will take note of your question, I'm not comfortable answering that. At this point, I feel that's a question, a pointed question, and the structure of the board, let me tell you this, there's an executive committee as it is with the BOG, they set the agenda for the board. There's conversation at that level as the BOG does as well. It appears as though they set the agenda for this particular meeting as well, so the structures mimic each other. So there, there are conversations that the full boards are not party to, but have the right to question at the board meetings, and we do ask questions of the Board. I can leave it at that.

WOOD: I concur with Dr. Foster, we do ask questions, and there are numerous questions answered. That's about all we can say right now, and let me just say that we are not trying to sidestep any answers to your questions. But we are mindful of our fiduciary duty of confidentiality, to uphold our confidentiality agreements, so we will answer to the best of our ability.

FOSTER: Can I just add too Jeannie that some of these questions, I'm sure will be a part of the complaint lawsuit going forward, and will be answered in that process, I don't think we're in a position to speak to those questions. Since the questions are being asked of the plaintiffs so I'm not sure if you're trying to hold court here today, and seek the answers to the questions that will emerge as a part of the complaint going forward. I'm just not sure of my role in today's meeting. And I really question the lines of questions coming forward, especially in light of the complaint that's hanging over our heads right now. I don't want to answer many of the questions that will probably be thrown at us, because that's the body of the complaint lawsuit going forward.

VANCE: I am a member of the Alumni Association and I vote for alumni trustees, and so you're my representatives, and I'm wondering, it doesn't look to me based on what I'm looking at in the materials, that the board has voted for - and it is the governing body of the college - on a closure and ending granting of degrees and all that. Those agenda items would determined by the Board of Trustees with votes and I'm wondering, it does not seem to me and I'm asking questions to find out if the Board is actually functioning that way. So let me just continue on with the questions. So Ms Wood said you weren't sure if financial information had been given that would signify this drop, to cause this immediate rush to close the college and announce that it would cease granting degrees. I'm not sure how to respond to that because it would only be the board's action that could cause this kind of decision making to happen. Do you have a comment on that? No. Was there any mention by Dr Hillman or the Board of Trustees of plans to transition students and faculty before any announcement was made to close Mills, or votes were taken?

WOOD: Again, you're asking questions that fall within the realm of confidentiality. I've listened to your questions to see where I can respond but I'm not seeing that right now and I wish I could respond to you, because I know your concern and the concerns of all at this meeting. We are constrained by our confidentiality agreement. So if you ask something, ask a question that is not in regards to substantive board discussions and process, perhaps we can answer.

VANCE: Right. What has the board done or you as trustees done personally to make sure that the President is only carrying out the directions of the board who are charged with governing the college. As I sit as a member of the public, it looks to me like Northeastern students are showing up in the Fall and that no more additional students is happening. So that's not confidential any more. So, is there something that's happening to stop all of that until the board can satisfy itself that these things are truly necessary?

WOOD: Once again you're asking something within the cone of confidentiality. There is no agreement with Northeastern, I can say that, and that is all I can say.

VANCE: Do you disagree with anything in the complaint? Do you disagree with anything in the complaint?

WOOD: Again, I'm trying to unravel what I can and should say, and again I'm not trying to be obstructionist. I'm trying to be as forthcoming as I possibly can, as I'm sure Dr Foster is. I believe that it is appropriate for members of the Board of Trustees to ask what information that they feel they don't have, or for further explanation to better understand information that they have in front of them.

VANCE: Tell us about your discussions with Dr Hillman and the college about dropping yourself from the lawsuit.

WOOD: I'm sorry that is a private conversation between myself and Dr Hillman. If you listen to my statement, then you will understand.

LORI BASS: Hi Dr Foster and Ms Wood. I will try to switch my line of questioning, so first I just want to say it sounds like during this period, you not only were dealing with the potential closure of the college but you were dealing with very heavy and weighty personal matters. And so Dr. Foster, I am sorry to hear about the loss of your husband. I think our concern is this. We have read the complaint. We are very concerned, even on your behalf, which is why we thought the lawsuit was a very good idea, that there have been things that have been bypassed in what has happened and what has been publicly announced. So I think our concern is, and I appreciate your comments and I do have questions specifically around your comments, but I think we're ultimately really concerned about whether or not you are representing our interests and our concerns to the board, and that you are fighting on our behalf. I think, on April 13th there was a joint statement that was announced by AAMC Board of Governors which you are a part of. So I am assuming you guys were okay with that set of demands that came out from the Board of Governors, is that something that you can respond to? Were you in agreement with the demands that were made in the joint statement between AAMC and several of the coalitions that are working to try to see that Mills continues as Mills in some sort of some shape or form.

FOSTER: April 13th as a result of a Board meeting? Can you reference where this statement was developed or acknowledged or approved?

BASS: I worked with Dawn [Cunningham]. Several of us worked with her on a joint statement that we are assuming part of those statements are run by you guys before they are released under the AMC banner

FOSTER: There was no meeting on April 13th, I'm looking at my calendar.

BASS: What's the protocol when AMC releases a statement to the public regarding positions, whatever that is. Are you read in on what is being released, and do you have, say, on those joint statements?

FOSTER: I would assume if it came through the AAMC Board of Governors, I would have to reference the minutes, but I'm not seeing that week of, I'm looking at my calendar, of whether that statement, and I can yield to Viji to see if that was a condoned statement by the AAMC Board of Governors or was it parties that came together to issue a statement. I'm not clear of the statement you referenced and I'm not trying to evade the question. I just want to get some context about the statement before I respond, and whether it flowed freely through the Board of Governors.

BASS: So Viji, obviously we released a joint statement, in conjunction with AAMC, and so I am asking whether or not, when those statements are released, are they run by the board, or is the board aware of them before they become public because I am assuming that when a joint statement is being released, and my assumptions could be wrong, but that the board is in agreement with what is being portrayed in their name.

VIJI: Yes, we do pass it by the board we take a vote on any statements we release.

BASS: So, I think one of the things I wanted to ask you, you guys both stated in your statements that you were not feeling heard. And so what does that mean, can you express to us what exactly that means.

FOSTER: When the messaging, when the content, and there was a press release that was getting developed with the four names as plaintiffs, being on the complaint, I would have hoped that my voice, my concerns, my desires of the messaging be at least considered, but I think the bodies behind the plaintiffs had a greater voice than the plaintiffs had in referencing my standards, my values, and my ability to speak for what I feel should have been said in any statement going out, outside of the lawsuit. I just didn't feel that I had a voice, I felt many bodies behind. And I, I see that as an alum, I understand the feelings behind the tension, the angst, the feelings that are out there right now but if my name is on something, I own it,and I would want to have the right to have a say in what is going forth with my name on it. And I didn't think that was happening. It was negated, it was diminished and it was demeaned.

BASS: So one of the things I think we got from both of your statements was
this desire to to work in a collaborative way with the college. Given how us as alums have seen things unfold, I think there's a great portion of us that feel that time for collaboration, time for niceties is done. We do not think that the goodwill that you are willing to extend to the administration has been extended back to the alums. I think a lot of alums feel disrespected, they feel their voices have been diminished, that we have not been included within the process. And so, I will say, and so I'm trying to understand. You were talking about in line with your values, all of that stuff. Why at this point, given what has transpired, do you still feel that you are going to be able to get what is needed on the alumnae's behalf by using more collaborative talking about it. I don't see it, but I'm asking for why you think that.

WOOD: If I may respond, Miss Bass. Sometimes, and I use the term goodwill, that both Dr. Foster and I have garned goodwill on the Board and with the College officers. We have not used that goodwill to date, and I will echo Dr Foster's statements about loud voices behind the Plaintiff trustees diminishing our voices, our individual voices, which were often times not in concert with the other voices. But I think that we have the opportunity to make great attempts to work collaboratively and strongly, strongly encourage this information, if there is any additional information to come forward, that that be done. And to, as I said in my statement, that's one part of it in my view, in my personal view that's one part of it. The other part of it is to sit down and have a conversation about an explanation about that information. It's one thing for the Alumna trustees vis-a-vis the lawsuit, vis-a-vis other efforts to get this body of information that's being requested. It's another thing to be able to parse it, parse through it and understand it and understand it, not only potentially from some third party, but from the college also. From the college and the Board of Trustees. If that's not possible, it's not possible but I am willing to use the goodwill that I've garnered to try and make that possible, because no-one likes this divisiveness between the alums and the college. This is, not where anyone wants to be and needs to be and we certainly understand the emotion and the passion and the angst and the upset. I personally would love to see Mills remain as it is because it was a wonderful experience in my academic development and my development as an adult. I enjoyed my time at Mills I got so much out of my experience at Mills, but we all know that the one thing that is constant is change. And sometimes things have to change even a little bit, and sometimes a lot. All I'm saying is that I'm willing to try and use my goodwill to get what the Alumna trustees have been asking for. And let me say this, beyond the alumna trustees there are trustees who are alumna. In fact the majority of trustees, aside from the four alumni trustees, are alums of the College, spanning a number of class years.

BASS: I think we know and understand that I think ultimately, because you are elected trustees that is why we are asking.

WOOD: I understand that. I understand that You know, I understand that perfectly.

[Next were 4 brief statements from alums, including a current student, a Striker, an international student, and a gradudate of the class of 1953 who has been serving the AAMC for 70 years.]

JENNY VARNER: Hello, I'm Jenny, I'm a Mills student class of 2023 so future alum and thank you for giving me a voice here today. I now turn to the issue at hand. I have to say that you are both members of the board of governors and the board of trustees, and you would likely in your participation take an oath to uphold the 169 year old Mills College mission of providing a degree granting undergraduate education for students like me. Of all the members on the Board, we have the most trust in those of you who are alumni in understanding the value of a Mills education. By becoming the guardians of Mills College, you have to pay attention to the Mills College state of affairs, be a check and balance to the President and other members of the Board of Trustees and sound the alarm when there is an emergency. You also need to make sure that there is an actual emergency. You have made us question your actions when you neglected to raise the alarm and neglected to challenge the President and other board members for putting on a consent agenda the most extreme act of closing my college; neglected to demand that the consent agenda voting on the closure of Mills College be reversed at the soonest meeting; neglected to demand from the President or Board of Trustees financial evidence of a crisis so sudden and dire that the only solution left was the most extreme act of closing this school. When you finally did file a lawsuit to demand these answers you withdrew from the lawsuit shortly after. You have also neglected to demand that President Hillman reverse her announcement that the college would close, or remove her from office and have the Board of Trustees reverse the decision and stop any vote until a feasibility study could be done by the Board of Trustees, all financial information was provided, including a breakdown of the endowment and what it could be spent on, a list of assets and their worth, as well as debt information; and neglected to demand a plan to transition students and faculty before any announcement was made to close the school. Then you, our guardians, let the President make an announcement to close Mills College and stop accepting students without clear financial proof, without an investigation expert examination into the college finances, endowment and other assets; and to ensure that the students who are currently enrolled will get the same financial aid promised and get their promised degrees at Mills. This isn't just any decision that can be made in a boardoom. This is my life, my peers lives, my professors lives. There is more than a College at stake here.

CAROL ELKALAY (sp?): Okay, so thank you for letting me speak. My name is Carol Elkalay I'm class of 1953. I have been the vice president of the Los Angeles Mills College alum branch for many years. This is a branch that has been in existence for nearly 100 years. I have served on this board since I graduated, practically, within a year or two. And I graduated 53 as I said. I have supported the Alumni Association, I have supported the college consistently for...ever since I graduated. I'm angry. I am angry that this college is seems like its being thrown away. Not just because of the money I have donated that is not going to be worth anything anymore, but I'm angry that the Board of Trustees is not willing to fight for this college. And I'm not the only one who feels this way. Many people, many alums, donate to this college every year. And it's hard earned money. That money should not be spent on a lawsuit. There should not need to be a lawsuit. And if there is attorney time, the effort is better spent against the college, rather than against two official representatives of the AAMC, alumnae trustees, fighting against the entity that they are meant to represent. I want the trustees to protect the future of this college. The alumnae, students, faculty. I have given approximately 70 years of service to the AAMC and to the college. I voted for you Debbie and Adrienne, and now you have gone, I don't know, rogue I guess is one word. You are deserting us. And I feel deserted. You need to stand up for us, you need to stand up for this college, you need to protect it. I don't understand why you are deserting us. I don't understand why you're not doing a morally and ethically right thing in your duties to the college and to us. I don't understand your justification or the board's justification for closing the college. You should be working with other alumnae trustees, why aren't you? I feel so disappointed, and so betrayed. I see no plans for helping current students. The LA branch has always been committed to supporting current students, future students, future alumnae. We have an endowed scholarship for Los Angeles students at Mills. We don't even know what will happen to our LA branch endowment, let alone that of the college. There is nothing that you have said in your statements or otherwise, that excuse your behavior as far as I can see. I feel the behavior I'm seeing is cowardly. By not standing by the lawsuit, by not standing by the alarms, by not fighting the disposal of Mills College. You are uniquely situated. Only a few people in the world can help and you are choosing not to do what I think is morally correct and ethically correct in your duties. Anyone who chooses that way should resign. I think you both should resign, but I am so angry. I want to fight you. I just don't know how. And you're hiding behind confidentiality. Not answering some questions that seemed to me so simple, and non-confidential. Just now, this afternoon. I think it's despicable. Thank you for letting me speak.

MITRA LOHRASB MICHNIK: Okay, I just want to speak as an international student. I come from a society that's very closed in on women. I'm from the class inof1990 and the year I came there to Mills was the only ability to come there because of what Mills was and what it represented, and so many in my class were allowed to leave their male dominated societies from around the world to come there, because, not just because Mills was women, but because of everything that represented and the forces and all that. All of those women that I'm sure you would support from around the world wouldn't be able to come to North Western, North Eastern or any other university like that. [CRYING] We relied on Mills, we got our voices because of it we got our freedom. And my high school motto was not for ourselves alone. And I thank Mills for giving me that. Please remember that when you go ahead, it's not for ourselves alone, but for all those women around the world.

THEMBISA MSHAKA: Good evening everyone. I'd like to acknowledge Viji for the opportunity to contribute to this meeting, and to acknowledge the board for all of its effort to protect Mills and fully understand what's at stake in this moment. For those of you who are unfamiliar with me, my name is Thembisa Mshaka. I served as the ASMC vice president for the 1991-92 academic year. I am a striker. I served the black women's collective as a leader, all four years at Mills. In 2013 This body conferred upon me the Distinguished Alumna Award. I'm a Campanil club donor. I'm also a bent twig. My sister Daisha Mshaka became an alum in 2014. My daughter is 10 years old and she could attend Mills as early as 2029. And I want that option to be available to her, because for us, Mills is in the blood. I bring up my elected leadership history because it comes with a very serious imperative to resist acting in one's self interest at all times. Placing the needs of your constituents, ahead of one's own, with the understanding that your seat at the table is representative of the collective of voters. Action that reflects this understanding signals respect for those who make your leadership possible, and thus requires integrity and diligence on the part of elected leadership. As ASMC vice president my accountability extended to thousands of students and our executive board. As an alumni occupying Board of Governors seats and Board of Trustees seats, Dr. Foster and Ms Wood your accountability extends to over 25,000 Mills alumnae ...and not one college president. Those people come and go. Mills alumni are forever. As a student leader, it was never my job to play nice with Jan Holmgren. In fact, I did quite the opposite, for most of my term. She sent threatening letters to my dorm room. But that only strengthened my resolve to uphold my accountability to the people counting on me to act in their interest, not mine. And certainly not hers. 2022 marks a 30 year milestone for me as a Mills graduate. Three decades ago the activism of the strike classes brought about institutional change to the Board of Trustees, by creating four more seats at that table. In a sense, I voted for you twice. Once by striking as a student, and again by electing you to the seats you have held for your terms to date. What the majority of Mills alumnae seek is full transparency with respect to all assets, all value, all plans, and all financials on the part of the Board of Trustees in order to make the most informed choices about the future of the college. President Hillman has been asked repeatedly by this body to be transparent. Instead she chooses to distract and evade. Surely we can agree the legal fees incurred to date in excess of $300,000 could have been utilized to the benefit of current students or to the AAMC endowment. In order for there to be no doubt about nefarious or criminal behavior on the part of the Mills administration - and I don't put any of that past them - in order to protect AAMC assets, filing this complaint was critical. By withdrawing from the complaint that the AAMC brought, regardless of your reasons which I fully understand and empathize with - and I definitely wish to extend my condolences to you on the loss of your husband Dr Foster - each of you have chosen self interest, chosen your own voice over the collective interest.
Your choice to vote yes to close the college on a Consent Agenda was poorly thought through at best, and negligent at worst. Had these yes votes been a function of being lied to or misled by President Hillman, your continuing as plaintiffs in the suit would make sense. Instead you've left Viji and Tara the remaining plaintiffs to fight alone on behalf of the alums. And now that it seems your commitment to holding the administration fully accountable has changed, I cannot rely upon whatever your motives might be beyond this point. So your capacity to lead has been irreparably compromised. Our confidence and trust in your leadership at least from my perspective has been eviscerated. To hold positions of alumnae trustees, and members of our Board of Governors are a privilege that respectfully cannot be enjoyed by anyone whose commitment to this collective is corrupted. In this moment, the AAMC requires and deserves representatives who are prepared for the confrontation and adversarial role the president and executive committee has placed them in by not providing the complete financial information that we are obligated to review to carry out the responsibility, fiduciary duties. We need representatives who are comfortable with demanding additional board meetings, to ask for or otherwise instigate a stay of action, and accountability for all negotiations actions or announcements that the President or the executive committee of the board of trustees propose or seek to embark upon. From my vantage point they've been running rampant. We need representation who are comfortable with taking a stand on behalf of everyone who has placed you in this position. So to this end, I'm calling for the resignation of Deborah and Adrienne because they cannot fulfil the above requirements. Additional reasons for the need to resign go on. Reading emails and responding to other correspondence in a timely manner: that's baseline. Staying fully informed on Mills financial status and fiduciary duties to the Board of Governors, the Alumni Association, students and faculty; identifying and communicating urgent information to the Board of Governors and to the Alumnae Association, especially the kind that puts the very future of Mills at stake. Demanding that before any announcement to close the college was made, ensuring a special session of the Board of Trustees. It needed to take place to create the opportunity for a vote to ratify that decision. We need people who are able to confront and challenge the President's unilateral decision to close this institution. Assessing the prudence evidenced by the no confidence vote in failure to account to the AAMC (parenthetically after taking $2 million from this body as a loan) to actually remove the president from her position and either reverse or table this decision until a full accounting of Mills assets by neutral non-Mills trustees to determine that their sale would solve the financial issue. The last thing I thought that I would have to do as a black alum is to voice my discontent with the performance of my fellow Black alums. I cannot underscore how disappointed I am that I even have to make this statement, and close my remarks in this way, but as a matter of integrity, there's just no gray area for me here. Based upon your personal responsibilities, I am empathetic in your need to possibly focus on ongoing necessary care and healing for yourselves for your loved ones. But this cannot stand. Governors, we know that only governors are allowed to vote. Nevertheless, I am making a motion for you to vote. I moved that the Board of Governors demand Miss Deborah wood and Dr. Adrian Foster resigned immediately. This would also mean that they would no longer sit on either the Board of Governors, or the Board of Trustees, and it is my sincere hope that the goodwill that you wish to utilize in the best interest of the college can be leveraged outside of these positions. I thank the board for your time.

VIJI NAKKA-CAMMAUF: Thank you. So thank you all for your participation. So we're going to close out the meeting now for all of our visitors and we have to move into our Board of Governors meeting, so thank you for coming and thank you for participating. And we will continue to keep you updated on any developments and hopefully we'll have a town hall meeting sometime soon, within a few weeks. I know it took a lot but it's not an easy time. It is not an easy. These are not ordinary times these are very challenging times. It's very emotional it's painful. It's stressful. So, we hear your voices. We understand your concerns, and the Board of Governors is doing everything it can in its capacity to be a voice for you. Understand we are not here for ourselves. We are here to be a voice for everyone, so we will do the best we can. We will not be, we will fall short. So I ask that you have grace and understanding. But we're going to try our very best. So thank you everyone.

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30. Mills College Might Be Lost, But The Perpetrators Of Its Downfall Remain

Alumnae Trustees vs Trustees Who Are Alumnae

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