Cooper Union: Secret Transcript of Board of Trustee Meeting Reveals Talk of Shut Down


At night, you can see it clearly–the corner windows of the Cooper Union’s seventh floor, flooded in red light. It’s a signal from the students who have been occupying the president’s office for two weeks. They’re there because they’ve lost faith in university leadership that voted to start charging tuition after 111 years of free education. They’re there because the board of trustees denied responsibility for a series of bad financial decisions made behind closed doors. They’re there because they’d like to know what the hell is going on.

Unreported until now is the fact that trustees considered shuttering the school altogether. According to a transcript and audio recording of a September 2012 board meeting provided to the Voice and confirmed by sources close to the deliberations, the board debated closing the school, partially or completely, over the next five years.

For a school facing financial disaster, it’s not surprising this discussion happened. What is shocking is the way in which it occurred, with attitudes that reveal a massive gulf between the board and the Cooper Union community–not only in communication, but in how much the trustees have devalued current faculty and students as part of the institution itself.

The Threat of Closure

Trustees have denied there was any ever real threat of closure. Two nights ago, the school hosted a forum with alumni and alumni trustees in the new academic building. When the alumni trustees were confronted with a question from alumnus Barry Drogin about the possibility of closure–specifically, language in a letter to the deans that cast doubt over whether the schools could be “sustained”–alumni trustee Peter Cafiero said a shutdown scenario was never taken seriously.

“There was never any serious support to close any of the schools,” Cafiero said. “We had to consider all these options.”

The transcript, however, suggests that closure of individual schools–at least in September–was a real option, not just a threat:

The transcript also shows that trustees reviewed shuttering the entire institution for five years and reopening in 2018, when ground rent on the Chrysler building, Cooper Union’s primary asset, would jump. A source close to the board’s decision-making felt that closing the entire institution was never a scenario that garnered much support, but at least one former trustee in the transcript appears to have thought in September that closure was “the only real way to reinvent the school.”

Some trustee comments show a total disregard for the human consequences of closure and/or reinvention. Former trustee Stanley Lapidus appears to have shrugged off the idea that a faculty turnover could bust the staff union, arguing that the jobs were “cushy” and “un-economic.”

“It’s dealing with the existing guys that’s the problem,” he is quoted as saying.

Trustees realized if they closed the school, current students would be forced to transfer to other schools in a process termed “flushing.” Alumni trustee Michael Borkowsky, who fought against this idea, argued that the notion was a dramatic change of thinking from similar discussions years ago. President Jamshed Bharucha reassured him that this likely would not be the case, but that “ambiguity” existed nonetheless.

Screwing Over Early Decision

Trustees were also considering drastic changes to admissions for the class of 2013 without informing the faculty, who were in the process of reviewing students for early decision. After the early decision deadlines had passed, on February 13 the executive committee of the board of trustees announced that early decision for the art school would be nixed, and that early decision applicants would be lumped in with the others.

By that point, the students who had registered for early decision had already sacrificed the opportunity to apply early elsewhere.

The art faculty, which made a statement opposing the idea of charging tuition on February 5, perceived the board’s decision to get rid of early acceptance as direct retaliation for their unwillingness to come up with revenue-generating programs for the art school. The transcript, however, suggests that eliminating early decision could have been on the minds of trustees since fall of 2012. Asked why the board considered eliminating early acceptance, administration spokeswoman Claire McCarthy did not respond.

Where the Attorney General Comes In

The decision to close one school, the entire institution, or reinvent could bear significant risk if it draws the attention of the attorney general, whose office regulates nonprofits. Additionally, in 2006, the Cooper Union filed a petition to the New York State Supreme Court, asking that the financially distressed institution be allowed to use the Chrysler building as collateral for a $175 million loan. The petition came with a condition–that the school would carry out a master plan to get rid of operating deficits and “produce a more reliable and stable revenue stream” as part of the deal.

But by December 2011, three main goals of this master plan had not been met, and speculation circled around Cooper Union’s accounting: Had the board, which lost 14 percent of the school’s assets in hedge funds and the like in the financial crash, put part of that $175 million loan in the stock market? Was much of it sunk into that grandiose new academic building? New administrative staff salaries?

In an interview with Juan González on Democracy Now!, trustee chairman Mark Epstein insisted the loan went to covering the school’s operating deficit, but what Reuters’ Felix Salmon wrote is accurate–it’s really, really difficult to find anyone who believes that. The transcript doesn’t confirm or deny where the money went, but does allude to problems if the attorney general were to take a closer look at the Cooper Union’s financing.

“[President] Jamshed [Bharucha] was talking about the risks of involving the attorney general, that they could basically make our lives hell by going through every dime spent on everything here,” the transcript quotes alumni trustee Peter Cafiero as saying. Neither Cafiero, nor the administration responded to a question over what this could mean–and whether it would warrant an investigation by the attorney general.

Suppressing Freak-Outs

Bharucha quieted notions of closing in favor of his plan to charge tuition. The transcript shows that he concluded that closure would cause “tremendous trauma for students who have invested so much–if not money–in terms of future.” Still, the president also emphasized keeping news of the closure alternatives guarded from most–while using them as leverage against a select few, like the engineering school, to support charging tuition.

“Our external language cannot be that blunt about the closure option because it freaks people out,” Bharucha said. He opted instead to use terms like “sustainability.”

The culture of secrecy cultivated in board meetings did nothing to tamp down freak-outs. At the alumni trustee forum on Tuesday night, alumna Audrey Flack told the audience a story of walking into a board meeting that was about to vote on closing the art school. She went into “horrific shock,” she said. “Insanity, insanity,” she repeated.

What faculty and alumni did and did not know about the option to close individual schools or reinvent the entire institution is a tricky knot to untangle. Some had more insight to the board’s considerations, while the threat of closing to others came (and will come) as total surprise. But what’s consistent throughout their stories is how little control they felt they had–and how little they felt they could see into where the board was going.

“We have a very clear view of a very, very opaque wall,” president of full-time faculty union Richard Stock said at a Cooper Union summit last year. Others described the Cooper Union’s environment as toxic, and one filled with fear and rumors. “It’s like being in cotton candy–you can’t push against anything,” one source said.

Cracks in the Wall

The students currently occupying Bharucha’s office today are also demanding transparency. Some protested the board’s opaque proceedings back in September, holding up fishing rods with money as bait outside the trustee meeting room. At the end of that discussion, board members invited the students inside. Students were told to speak their minds, but not ask questions.

“I don’t see why you keep thinking we’re hiding numbers. We’re trying to be as transparent as possible. There’s nothing in the numbers that are being hidden,” Mark Epstein told them.

“Mr. Epstein, we all know numbers out there–they’re out there for everything,” one student replied. “We don’t know where you want to go. We don’t know if what you’re making out of this school is some profit model school, if our culture’s going to be gone in a year,” he added.

The question was spot on. Direction, mission, and what the board should be trying to preserve about the Cooper Union was brought up once in the four-hour September meeting.

“It’s frustrating because, personally, I still believe that without a clear vision of what Cooper needs to be in the future to be sustainable, relevant, and attractive to the best and brightest, it’s difficult to plot our course as an institution,” alumni trustee Lee Skolnick is quoted as saying. His point, though, was quickly brushed aside in favor of talking about how to alter the mission statement.

“To me, tuition is still debatably in the mission statement, but that’s a secondary question based on the bigger question of what kind of school it hopes to be,” Skolnick said.

Bharucha acknowledged students’ concerns at the end of the meeting, but chalked much of their activism up to influence from the Occupy movement, as well as an inherent distrust of “men in dark suits.” The next 15 minutes of the meeting were devoted to discussing how to exit the room as without causing PR flare-ups on Facebook. The rest of the interaction between students and trustees is publicly available online.

Are They Still Considering Shut-Downs?

When the Voice reached out to all the trustees present at the meeting and President Bharucha with questions about plans for the future, we were told that closure was no longer an option on the table, that admissions letters to the class of 2013 had not changed as a result of this prior uncertainty, and that merging with another institution was no longer being considered.

The board and administration did not respond to questions about the possibility of developing lucrative online programs, whether it plans on selling the student dorm, and how it plans to better communication among the board, faculty, and students.

Mark Epstein, chairman of the board of trustees, also sent us an e-mail. “As you might imagine I have been getting plenty of emails from interested parties regarding The Cooper Union,” he wrote. “I’ve been trying to answer as many as possible, while not making it a full time job.”

The rest of his e-mail is below:

As for your questions, and this is from memory so I cannot state the dates of each investigation, most of the option you mentioned were considered along with plenty of others that you did not mention.

Our studies into this matter took years and I have yet to hear any new ‘options’ at this point from any quarter. It was decided that the option that we are taking will leave the school with the best chances for financial security while still maintaining the ability to offer and education “equal to the best, and second to none” (Peter Cooper’s words).

It really is that simple.

Although I certainly share in the loss of the tradition, which was one (and only one) of the factors that made The Cooper Union what it is, the costs of delivering a first rate education has outstripped our ability to generate revenues to cover them.

Thank you for your interest.

If I can ask you one question in return? If I were to look for it, would I find your name on any of our donor lists?

In response to Epstein’s interpretation of a Cooper Union education above, one thing has become clear: By evading meaningful and open discussion with the faculty and students, Cooper Union trustees have been sabotaging their very own mission of “sustainability” from the start.

Read the transcript in full* after the jump.

*Parts of the transcript dealing with personal information of those outside the room have been redacted. The Voice feels that they were irrelevant for the purpose of this article.