We raised lots of questions and discussed some of the sources of information available to address these questions. Here is a first cut at the topics covered and issues raised:

Incorporation

We considered a variety of ways of incorporating:

• for-profit business corporation
• for-profit cooperative corporation
• non-profit, 501 c(3) (or some other form of nonprofit)
• combinations of the above (e.g. for-profit with nonprofit affiliate)

• tax advanatages; tax exemption

• ability to raise money allowance for democratic governance, decisionmaking

• ability to secure financial aid (federal student aid)

• protection against legal suits

• limited liability

• impacts on securing state authorization to operate, give credit, grant degrees

• impacts on securing accreditation from NEASC, other accrediting groups

We are not sure yet where the state Attorney Generals office fits into all of this.

Board Structure

Some discussion of how board might be structured (composition, election, responsibilities) came up and whether the board could be elected. From a first look at non-profit corporation law in Vermont, it seems that a fully elected board (rather than self-perpetuating) would be easy to do.

For example, suppose we wanted to have a board of 15 members, made up of 2 students (1 off-campus, 1 campus); 2 faculty (1 offcampus, 1 campus); 1 staff member; 2 alumni/ae; 7 at-large members that may come from any of the ownership groups listed earlier; and the president who would be an ex officio member of the board. The "constituent" representatives would each be elected by their constituencies (off-campus students, campus students, etc.) and the atlarge members would be elected by all of the constituencies together.

In Vermont, according to its nonprofit corporation statutes, "if a corporation has no members [like Goddard] ...the directors shall have the sole voting power." T.11 2362 (d). However, "A corporation may have one or more classes of members...[this needs to be] set forth in the articles of association or the bylaws." T.11 2358 (a). Consequently it appears that it would only take a by-law change to become a membership organization which, with six classes of membership, would allow different constituent board seats to be filled by different ownership groups. These individual groups (classes of membership) would then be able to elect their representatives, and all classes of members could elect the remaining at-large members from a list of candidates representing the full array of ownership groups listed above.

State Authorization

A new college would have to be authorized by the state of Vermont in order to give academic credit for classes and to grant degrees. We have details on how this process is carried out available to look at (from Robert Lorenz, Vt Department of Education). We would begin operation without this authority (but have completed a registration application to the state and pay a $1500 fee to get the approval process started); being in operation gives the state something to look at and read about. Degree granting authority requires submission of a "self study report" and a site visit by a committee from the Vermont Higher Education Council much like the NEASC accreditation reviews. This process may take up to 3 years.

Accreditation

To get accredited from an organization like the New England Association of Schools and Colleges, Inc (NEASC), we would apply initially for "candidacy for accreditation" which would be a stepping stone for getting full accreditation. We have details on this process as well, including all of NEASC's standards of accreditation that we would have to show we are in the process of meeting. These standards are broken down into mission and purpose, planning and evalution, organization and governance, programs and instruction, faculty, student services, library and information resources, physical resources, financial resource, public disclosure, and integrity.

State authorization and accreditation can also be secured through some form of affiliation with an existing accredited school, although this route would still require a clear plan that the umbrella school could use to get approval from the state, NEASC, etc. Arrangements for this umbrella status would require attention to securing our autonomy and the ability to break away to operate on our own, later.

R.S. 7/30/96

What are the key elements of your ideal College?

For example, what aspects of the Goddard ideal are crucial to you? (mission? purpose? experimental? democratic? type of students? individualized learning? project-based? work program? other?)

What would go on at your College?

For example, what programs, areas of study, degrees, other educational activities, projects, aspects of community life, would be crucial for you? Would participation in creating a college be an important part of this new school from your perspective?

What would you most want to gain from being at this College?

For example, specific skills, knowledge, professional development, job placement, good working/study conditions, opportunities to teach and/or be part of management, other benefits?

What are critical considerations for your involvement in this College?

For example, location, costs, accreditation, own library, computers, special facilities, work conditions, living on campus, other?

What kind of College governance and ownership would be crucial?

For example, democratic self-management? representative democracy? town meetings (direct democracy)? cooperative ownership (by employees, students)?

What do you think is a reasonable goal for this College in its first year? over five years?

What are you willing to commit towards creating and ooperating this College?

Where could you be a resource person to the College? to others at the College? For example, Volunteer expertise (what areas)? Be an employee (in what areas)? Pay tuition (be a student)? Provide other financial resources (gifts, contributions, help with fund-raising)?

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