Key and Founding Documents
Key Recent Documents
Judge’s Order Continuing the Temporary Restraining Order for a Further 14 Days, September 14, 2026.
- “54. In breach of its Bylaws, the Charter, and the bargain struck between Antioch and Otterbein, CCG called an executive session to put forward a vote to dissolve Antioch and prevent its representatives from having a meaningful role in directing or operating CCG.”
- “55. Had Antioch known CCG could or would attempt to extinguish the AU Board of Governors and otherwise take control over Antioch’s identity, assets, property, bank accounts, and campuses without consent from Antioch or its representatives, Antioch and the AU Board of Governors never would have agreed to form CCG.”
- “56. The rights and interests Antioch and the AU Board of Governors retained when forming CCG are indisputable, and they clearly bar CCG from enforcing any vote to dissolve the AU Board of Governors or otherwise encroach on Antioch’s independence.”
- “NOW, THEREFORE, BE IT RESOLVED, That the Antioch University Board of Governors hereby directs Antioch University President Lori Varlotta and her leadership team to undertake a comprehensive evaluation of strategic alternatives regarding Antioch University's future participation in the Coalition for the Common Good...”
Founding Documents
- “3.1 Authority of the Board. As the Corporation’s governing board, the Board shall have broad and sole authority over the affairs of the Corporation to the fullest extent permitted by these By-Laws, the Ohio Nonprofit Corporation Law and other applicable law, except to the extent such authority is delegated pursuant to these By-Laws or Board action to the Antioch Standing Committee, the Otterbein Standing Committee or another authorized committee of the Board.”
- “6.4 Antioch Standing Committee. The Antioch Standing Committee shall consist, ex-officio, of all of the Antioch Directors, who shall oversee, in consultation with the Antioch Advisory Board, matters generally related to the Antioch Division... The Antioch Standing Committee is required to approve the matters noted below in this Section 6.4. Matters indicated by an asterisk (*) are solely subject to approval by the Antioch Standing Committee; all other matters are, following the approval of the Antioch Standing Committee, also subject to a Majority Vote or Supermajority Vote of the Corporation’s Board under Article IV hereof.
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- B. Operating and capital budgets, including investments from the Corporation’s affiliates;
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- D. Amendments to the Corporation’s By-Laws or Articles of Incorporation;
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- H. Appointment and termination of the Chancellor of the Antioch Division;
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- K. Changes to the Antioch Division’s institutional accreditation;”
- “2.6 System Agreements. As of June 30, 2023 (the “System Closing Date”), the Board shall govern the System in accordance with the applicable requirements of that certain Strategic Operating Agreement, dated as of the System Closing Date, by and between the Corporation and Otterbein (as further amended and supplemented, the “Strategic Operating Agreement”).”
- “6.4 Antioch Standing Committee... The Antioch Standing Committee is required to approve the matters noted below in this Section 6.4.
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- B. Operating and capital budgets, including investments from the Corporation’s affiliates;
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- D. Amendments to the Corporation’s By-Laws or Articles of Incorporation;
- E. Amendments to the Strategic Operating Agreement;
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- H. Appointment and termination of the President of the Antioch Division;
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- K. Changes to the Antioch Division’s institutional accreditation...”
Antioch University Advisory Board of Governors Charter, Revised July 1, 2023
- “The purposes of the Advisory Board are as follows, subject to limitations imposed by applicable law, accreditation standards and certain approval rights of the Committee and the Board pursuant to the Bylaws of the Corporation:
- a. General oversight of the operations of the Antioch Division;
- b. Approving certain matters related to the overall operations of the Corporation; and
- c. Nominating representatives to the Board in accordance with the terms of the Corporation’s By- Laws.”
- ”The Advisory Board shall have the following authorities:
- A. Antioch Division Oversight. Generally oversee, in consultation, as appropriate, with Antioch Division and the Corporation’s management and other personnel, the affairs of the Antioch Division, except that the Committee, and, where indicated with an asterisk (*), the Board, must approve of the following matters in accordance with the Corporation’s By-Laws:
- 1. Appointment and termination of the President of the Antioch Division;*
- 2. Appointment, removal, and promotion of Antioch Division faculty;
- 3. Changes to the Antioch Division’s institutional accreditation;*
- 4. Changes to program-level accreditation;*
- 5. Changes to curricular requirements;
- 6. Commencement of new programs and closure of existing programs;
- 7. Conferral of honorary titles or degrees from the Antioch Division; and
- 8. Any other matters related to the operations of the Antioch Division that, from time to time, require the action of a fiduciary board of the Antioch Division.”
- A. Antioch Division Oversight. Generally oversee, in consultation, as appropriate, with Antioch Division and the Corporation’s management and other personnel, the affairs of the Antioch Division, except that the Committee, and, where indicated with an asterisk (*), the Board, must approve of the following matters in accordance with the Corporation’s By-Laws:
Strategic Operating Agreement, June 30, 2023
- “NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions set forth in this Agreement and in the Affiliation Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows...”