The documents on this page pertain to the Pennsylvania Department of Education (PDE) hearing held June 16, 2014, in Harrisburg, PA. The purpose of the hearing was for the PDE to determine whether Wilson College’s request to revise its Articles of Incorporation meets the requirements of PA state law.
In Pennsylvania, all new for-profit and nonprofit corporations, including educational institutions, must file Articles of Incorporation with the PA Department of State. For Wilson College, which is a nonprofit corporation, the Articles of Incorporation are a key legal document that defines the College and its purpose. Proposed fundamental changes to the Articles, sometimes called the charter, must be filed with and approved by the PA Department of Education.
The original Articles of Incorporation of Wilson College were approved by the PA Department of State in 1869, and have been amended many times since. The Articles were most recently amended in 1993. Until the PA Department of Education approves changes to the Articles, this 1993 version, which states that one of Wilson’s purposes is “to operate a College for Women, which offers residential opportunity,” is in effect.
In May 2013, the Wilson College Board of Trustees voted to revise the Articles of Incorporation. Elizabeth V. McDowell, then Secretary of the Board of Trustees, wrote this cover letter to the PA Department of Education when she submitted the Board’s proposed revisions to the Articles.
The Wilson Board of Trustees’ proposed fundamental changes to the 1993 Articles of Incorporation appear in this redlined document. The Board’s proposed changes include making the College coeducational across all programs, thereby eliminating the undergraduate residential College for Women; altering the description of the course of studies; eliminating language that refers to the minimum number of full-time faculty; and revising the description of Wilson’s minimum required endowment.
In July 2013, the PA Department of Education published this notice in the Pennsylvania Bulletin, which includes a “clean” (unmarked) version of the proposed changes to Wilson’s Articles of Incorporation. Members of the public had 30 days to comment on or protest changes to the Articles. Forty people wrote letters of protest to the PA Department of Education, and an alumna petitioned the Department for a public hearing on the issue.
In August 2013, 40 people, nearly all of whom are alumnae, sent letters to the PDE to protest changes to Wilson’s Articles of Incorporation proposed by the Board of Trustees. One alumna petitioned the PDE to hold a public hearing on the issue, citing Pennsylvania law (24 Pa. C.S. §6503(e)). In her November 2013 response to the 40 people who wrote letters, L. Jill Hans, Deputy Secretary for Postsecondary and Higher Education at the PDE, indicated the Department would hold a hearing and grant “limited participation” status to the petitioner and three other alumnae.
In March 2014, as instructed by the PDE, written testimony was submitted in advance of the hearing by Wilson College (prepared by attorney Elizabeth Maguschak of McNees, Wallace & Nurick) and by four alumnae granted “limited participation” status by the PDE (Melissa Behm ’76, Kendal Hopkins ’80, Paula Tishok ’71, and Gretchen Van Ness ’80).
Melissa’s testimony reviews the substantive changes to Wilson’s Articles of Incorporation as proposed by the Board of Trustees; she presents evidence indicating why PDE should not approve the proposed changes. She also argues why it is important to the state of Pennsylvania for Wilson to remain a women’s college. Melissa previously served as an Alumnae Trustee on the Board of Trustees, and as a Director on the Alumnae Association of Wilson College (AAWC) Board of Directors. She is currently an Everitt-Pomeroy Trustee.
In her testimony, Kendal focuses on the historical and current role of Wilson College alumnae, and the validity of alumnae claims about why the Board of Trustees’ proposed changes should not be approved. She also explains why the alumnae she represents object to the Board’s proposed changes to the Articles of Incorporation. Kendal serves as the current Vice President of the AAWC.
Paula’s testimony emphasizes the failure of the Board of Trustees to conduct due diligence, the President’s use of false information to persuade the Board to approve her recommendations for Wilson’s future, and other errors made by the Board. Paula served as Vice Chair of the Board of Trustees until her resignation in May 2013; she previously served as President of the AAWC and is an Everitt-Pomeroy Trustee.
In her testimony, Gretchen argues that the Board of Trustees violated its duty of due diligence and its fiduciary duty when it voted to change the core mission of Wilson as a women’s college, and also when it based its decisions about the future of Wilson on flawed and misleading information. Gretchen previously served on the Board of Trustees for nine years, including two terms as Vice Chair of the Board. She is currently an Everitt-Pomeroy Trustee. The PA Department of Education appointed Gretchen to represent the protesters who did not request limited participation status.
Elizabeth Maguschak, writing as legal counsel for Wilson College, argues that the authority of PDE is narrow, and limited to determining whether the Articles of Incorporation conform to PA state law, PDE regulations, and relevant standards and qualifications. Ms. Maguschak is an attorney in the Harrisburg-based firm of McNees, Wallace & Nurick LLC.
In April 2014, the limited participants and the College, submitted to the PDE responses to the other side’s testimony. All four limited participants combined their responses into one document, and Wilson attorney Elizabeth Maguschak sent a response on behalf of the College.
The four limited participants—Ms. Behm, Hopkins, Tishok, and Van Ness—submitted to PDE a combined response to the College’s testimony. The response argues that the PDE should not approve the College’s application to revise its Articles of Incorporation because it “misstated the law, focused on irrelevant issues, and misrepresented many key facts” (p. 1). The eight sections of the limited participants’ response to the College’s testimony refute point-by-point arguments the College has made.
These are the proposed questions for the College submitted by the limited participants.
Attorney Maguschak, arguing on behalf of Wilson College, focuses on three points made by the limited participants in their testimony, which deal with “proposed changes to the Charter (a/k/a Articles of Incorporation), the role of Title IX in the College’s decision-making, and the College’s process for developing the Charter changes” (p. 1).
These are the proposed questions for the limited participants submitted by the College.
On June 16, 2014, at the request of petitioners, the Pennsylvania Department of Education (PDE) held an informational hearing in Harrisburg, PA, to determine whether Wilson College’s 2013 application to amend its Articles of Incorporation meets the requirements of state law. Eleven people actively participated in the PDE hearing on June 16, 2014.
Eight participants testified at the PDE hearing on June 16, 2014; four represented the College, and four limited participants represented the 40 people who write letters to the PDE to protest various changes to the Articles. In addition to their testimony, the hearing officer, L. Jill Hans, posed questions to both sides. The PDE provided a complete transcript of the proceedings in July 2014; an index appears on page 2 of the transcript.
As requested by L. Jill Hans, the limited participants on August 1, 2014, submitted a post-hearing response to the PDE. The response covers an array of points that includes the following: (1) the College violated PA state law when it began implementing changes to full coeducation before receiving PDE approval to do so; (2) the language of the 1993 Articles, when considered in its entirety, reaffirms Wilson’s original mission, which is to operate a residential college exclusively for women; (3) the College’s argument that Wilson has been coeducational for decades is a deliberate misrepresentation of the facts; and (4) the College has failed to offer evidence that disputes key facts offered by the limited participants about the rushed process and flawed data presented during meetings of the 2012 Commission on Shaping the Future of Wilson College that led the Board of Trustees to vote for coeducation across all programs.
As requested by L. Jill Hans, attorney Elizabeth Maguschak, Esq., of McNees, Wallace & Nurick on August 1, 2014, submitted a post-hearing response to the PDE on behalf of the Wilson College Board of Trustees. The response focuses on three main points: (1) the proposed 2013 changes to the Articles of Incorporation, which indicate Wilson is fully coeducational and include other substantive changes, should be approved because they comply with PA state law (Title 24, §6504); (2) the 1993 version of the Articles* allows the transition to full coeducational status; and (3) even if the PDE disagrees the 1993 Articles permit coeducation across all programs, that is not a reason for the Department to disapprove the College’s 2013 application to amend its Articles.
*Legally, the 1993 Articles still are in effect; they indicate Wilson will operate a residential College for Women and a coeducational College of Continuing Education, now called the Adult Degree Program. ↩
On January 6, 2015, the Pennsylvania Department of Education (PDE) issued a decision to approve amendments to the Wilson College Articles of Incorporation. The amendments, which the Wilson Board of Trustees submitted to the PDE in the spring of 2013, include making the College coeducational across all programs, thereby eliminating the College for Women. In its eight-page report about the decision and events leading up to it, the PDE also criticizes the College for admitting male residential students before receiving PDE approval of the amended Articles, but declines to sanction the College for its actions.
On February 6, 2015, concerned about what the Pennsylvania Department of Education (PDE) ruling might mean for future actions of nonprofit boards in PA, the limited participants considered advice from attorneys to challenge the PDE decision through the Commonwealth Courts. The limited participants believed that allowing the PDE ruling to stand would make a path for other institutional boards to circumvent or ignore the laws of the Commonwealth. The process allowed for both the PDE and the limited participants to respond to each other’s briefs and argue positions. No actual hearing took place.