“Advisory Board” is the label used in the 2023 governance documents. The name of a legal entity does not determine its authority; the rights and authorities negotiated in the contracts do. In this case, the AU Charter gives the Antioch Board express approval authority, not merely the ability to make recommendations.
MYTH: The Antioch Board of Governors may make recommendations but the CCG has ultimate authority.
FACTS: Not true. The agreements that formed the CCG are clear.
The CCG cannot do any of the following without Antioch Board approval: approve operating and capital budgets; make amendments to the CCG Bylaws and Strategic Operating Agreement; change Antioch’s institutional accreditation, contracts and asset transactions, institutional shared governance; initiate shared services; or eliminate the Antioch Board. The Antioch Board also has general oversight responsibility for Antioch University, including the hiring and firing of the Antioch President. The CCG board simply does not have the authority to do what it is trying to do unless approved by Antioch.
Additionally, the Antioch Board appoints the Antioch Standing Committee. The CCG must get the prior approval of the Antioch Standing Committee before it does any of the things mentioned above. To be clear, the governing document were deliberately written to provide not one, but two layers of protection for Antioch’s independence.
No. The governing documents divide decision-making authority among the CCG Board, the Antioch Standing Committee, and the Antioch Board of Governors. The CCG was formed carefully, specifically to allow Antioch and Otterbein to remain independent. The formation of the Coalition was not the end of Antioch.
MYTH: Dissolving the Antioch Board of Governors and relegating its authority to the CCG board will simplify the governing structure and improve decision-making.
FACTS: The governance structure was deliberately designed to provide layers of mandated approvals that give Antioch significant protections. For numerous matters, the Antioch Standing Committee must approve an action before it may proceed to the full CCG Board. The Antioch Board separately possesses approval rights over many of those same matters. The CCG can neither bypass approval requirements nor undo protections codified in the agreement through a simple vote of the CCG Board. Therefore, the steps it attempted to take on August 28th are invalid
No. The Antioch Board and its approval rights were integral parts of the negotiated affiliation between Antioch and Otterbein. They were not constructed as temporary governance arrangements that could simply be withdrawn at some later date. The Charter itself provides that it may be amended only by an affirmative vote of two-thirds of the Antioch Board. The CCG Bylaws also require Antioch Standing Committee approval for amendments to the Bylaws and Strategic Operating Agreement. This did not occur.
MYTH: The CCG board delegated powers to Antioch and can simply revoke them at any time.
FACTS: Antioch and Otterbein created the CCG through negotiation and agreed from the outset on which powers would remain with Antioch and which would be exercised by the CCG Board. To be clear, Antioch gave the CCG its authority, not the other way around. And it never gave CCG the authority to change or take over Antioch without Antioch’s consent.
The President of Otterbein certainly is behind this hostile takeover. Whether or not it was agreed to by the Otterbein University Board, we have no idea. In the field of higher education, however, such a decision would normally require approval or at least oversight by the university’s governing board: the Otterbein University Board of Trustees.
MYTH: The ongoing dispute does not involve Otterbein.
FACTS: Two universities came together to create the CCG: Antioch and Otterbein. They were a part of the model at the beginning, and they will remain connected for as long as the CCG exists. To say that Otterbein is not involved is nonsensical.
The agreements establishing the Coalition preserved significant decision-making authority for Antioch over matters including its President, faculty, academic programs, accreditation, budgets, contracts, shared governance, and shared services. Antioch’s institutional independence must be understood in light of those negotiated protections.
MYTH: Antioch is not independent from the CCG.
FACTS: The governing documents were written to ensure that Antioch remains a distinct university—one that is independently accredited, maintains its own name, establishes and embodies its mission, hires and fires its President, recruits and retains its faculty, determines its academic programs and delivery modes, and maintains its campuses
The disagreement is not simply about the corporate name appearing on an account. It concerns who may authorize expenditures, change signatories, control assets, and make other financial decisions affecting Antioch University.
MYTH: The CCG Board has always been responsible for Antioch’s finances and bank accounts.
FACTS: The 2023 governance documents specifically give the Antioch Board approval authority over budgets, indebtedness, contracts, asset transactions, gifts and grants, and other financial matters. The corporate relationship with CCG does not eliminate those negotiated approval requirements.
The Coalition was created through a series of interconnected documents negotiated as part of the 2023 affiliation. They include the Affiliation Agreement, Strategic Operating Agreement, CCG Bylaws, Antioch Board of Governors Charter, Shared Services Agreement, and related corporate documents.
On August 28, the CCG Board passed three resolutions: one purporting to dissolve the AU Board of Directors, another to try to obtain full access to the AU bank accounts, and and a third seeking to interfere with the independent relationship AU has long maintained with its national accreditation organization, the Higher Learning Commission (HLC). During that same meeting, the CCG Board also unilaterally voted to cancel the mediation that was scheduled for less than a week away. Later that night CCG President John Comerford attempted to fire AU President Lori Varlotta. Since these actions are nothing short of an illegal, hostile takeover, the AU Board decided its best option was to pursue judicial relief.