May 24, 2022

Honorable Senator Alex Padilla
Senate Committee on the Judiciary
112 Hart Senate
Office Building
Washington, DC 20510

Honorable Senator Diane Feinstein
Senate Committee on the Judiciary
331 Hart Senate
Office Building
Washington, DC 20510

Honorable Representative Barbara Lee
House Committee on Appropriations
Subcommittee on Labor, Health and Human Services, Education and Related Agencies
2470 Rayburn House Office Building
Washington, DC, 20515-0513


RE: Investigate Mills College

Dear Senators and Congress Members,

We, the concerned alumnae and friends of Mills College, request that you sign-on to this letter as your support will urge our federal legislators—Senator Dianne Feinstein, Senator Alex Padilla and Representative Barbara Lee—to bring troubling information to the attention of the Department of Justice and the US Department of Education. It is critical that an investigation immediately commence into the proposed acquisition of Mills College in Oakland, California—a historical women’s college (HWC) with a liberal arts tradition—by Northeastern University.  A disturbing pattern of omission and misdirection by key figures of the college administration and on the Board of Trustees has begun to reveal itself. Let’s take a closer look:

Mills College DOES NOT need to be sold. Two independent audits reveal the same conclusion as Mills College reaches #8 on the list of the wealthiest private colleges of similar size in the US.

This is a clear conflict of interest. Mills College President, Elizabeth L. Hillman, is simultaneously acting as the sole negotiator for Mills College and has secured employment to become the new President of Mills College at Northeastern University, effective June 30, 2022.

Mills College is subject to a $50-million dollar “reverse poison pill.” This is perhaps the most egregious sign the Trustees breached their fiduciary duty to safeguard Mills. If for any reason Northeastern backs out of this deal, Mills pays them $50 million dollars.

Enrollment was purposely sabotaged. In 2013, Mills reached its highest enrollment numbers ever, with 2,060 students. The experienced Admissions leadership team was fired that same year. Applications promptly dropped by 50% and stayed there. The administration and Board did nothing to correct this.
Declaring a “Fiscal Emergency” gave College leadership a reason to clean house. Layoffs included five tenured faculty who proposed a plan that would have saved the College $6.6 million over five years, exceeding the College’s plan by almost $2 million. At the same time, the College’s upper Admin positions continued to increase in both quantity and salary.

Declaring a “Fiscal Emergency” was misleading at best. Board Finance Chair Eric Roberts declared, under oath, that the net “cash used by operations totaled negative $68.9 million over the past seven years.” This is a misleading statement because it omits the fact that the $68.9 million spent came from the $70 million of endowment payouts allocated in the budget during those years. Roberts also claimed a net loss for the same period of $31.2 million. However, he omitted any mention of that $29 million was depreciation: a tax write-off from the dozens of buildings built and renovated since 2000. Roberts and his team declared a $700,000 loss in 2020 and continued to mischaracterize Mills' financial picture with a dire, unsubstantiated prediction that Mills would end up losing $19 million in the next fiscal year without Northeastern.

Board members breached their fiduciary duties by failing to ensure financial sustainability. The Board demonstrated their lack of care to the College’s mission and to the constituencies relying on them by holding no one accountable for the failed stabilization plans over a five-year period. They need to be held accountable for this breach of fiduciary duty.

Mills is a “gift” to Northeastern University. Mills' assets are estimated to be more than $1 billion, yet Northeastern University will acquire Mills for no more than the value of its debts of just over $30 million.
Two independent audits— by higher education experts, Stefano Falconi (1) and Matthew Hendricks, PhD (2) — of the publicly available annual audit provided by Mills College to the US Department of Education, have both concluded that Mills DOES NOT need to be sold. In fact, as of FY2020, Mills College was the 8th wealthiest private college of its size in the US.

In the end, this deal serves no one but Mills College Leadership. There are no clear answers on how the $236+ million endowment will be used. There has been no concrete financial evidence to justify the decision to close Mills. As reported by Board Chair, Katie Sanborn, no independent financial analyses were conducted prior to the closure decision.

But, why close so quickly? Initially, the College announced the closure would be effective July 1, 2023. Yet, three months later it moved that date up one year to June 30, 2022. Perhaps by moving the handover date, the College avoids complying with a new reporting requirement outlined in AB 900.

According to the CA Attorney General’s website, a notice requirement goes into effect on July 1, 2022. It states: “In October 2021, the Governor approved AB 900 which adds Section 16106 to the Probate Code required trustees holding charitable assets to give written notice to the Attorney General at least 20 days before the trustee sells, leases, conveys, exchanges, transfers, or otherwise disposes of all or substantially all of the charitable assets. “

In the rush, students and faculty have taken the biggest losses. On May 12, 2022, two students filed a class-action lawsuit claiming that they and other students have been deceived about the acquisition. The lawsuit accuses Mills of violating the state’s unfair competition and false advertising laws by encouraging them to remain enrolled through 2023. The College has since eliminated upwards of 70% of its programs. These sweeping, last-minute decisions have cost students thousands of dollars and increased their debt-load while forcing them to choose another major or transfer.

Despite promises of “no layoffs,” the elimination of programs meant 50% of the adjunct positions were eliminated, with the majority of the adjuncts eliminated being union members.

Susan and Cyrus Mills started Mills College with the intention of providing opportunities to the underserved. Today, 170 years later, Mills is proud to have one of the most demographically diverse student populations in the country. The 2020-2021 student population by ethnicity is: 33% White, 33% Hispanic, 13% Black/African American, 9% Asian, 11% multi-ethnic. In addition, 58% of undergraduates identify as LGBTQ. Since 2017, Mills has been designated by the U.S. Department of Education as a Hispanic-Serving Institution (HSI). All of these groups will lose out when Northeastern takes over.

It’s in your best interest to protect the very people directly affected by this closure. At a time when sweeping legislation is attempting to overturn voting rights, gay rights, trans rights and abortion rights, we can not afford to lose this safe space for students. We ask you to call for an investigation to uncover the reasons why Mills College is being sold for far less than 1% of its estimated total net worth.

Therefore, we are asking you to lend your voice and influence to further amplify the Mills community’s deep concerns up to the federal level immediately. Time is short:  the deal is set to close on June 30, 2022. And once it's closed, it cannot be unwound.

We respectfully request an investigation of President Elizabeth L. Hillman, the Mills College officers, and Board of Trustees for their breach of fiduciary duties to the College, charitable trusts, the state of California, and the United State of America.

Signed,

1. Indivisible - Sacramento Chapter
2. Karilee Wirthlin Mills College, Class of 1992
3. Kellidee Little Mills College Alumna Class of 1990
4. Thembisa Mshaka Mills Alumna '92
5. Pamela Roper Mills Alumna
6. Sonja Piper Dosti Alumna
7. Jeanne Vance Class of 1991
8. Stacy Boales Varner Alumna 1993 & Parent of Mills Student
7. Claudia Mercado Alumnae Association of Mills College
8. Dana DeFranco Grad student
9. Rosanna Herber Board Member of the Sacramento Municipal Utility District (SMUD)
10.  Joyce Yee Mills College Alumna
11. Erin Roche Pfuzion LLC
12. Julia Almanzan Mills College Alumna
13. Kristen Caven Mills Alumna, board member of Friends of Joaquin Miller Park and the California Writers Club
14. Cherlene Wright Class of 1992
15. Nan Roche Alumna class ‘75
16. Sheila Flynn Furukawa Mills College Alumna
17. Kieran Turan Alum of Mills
18. Nipuna Dasi Mills College, Class of 1997
19. Hannah Bluhm Class of 2000
20. Mitra Lohrasb Mills College Class of 1990
21. Guadalupe Albertina Zarazua Padilla Mills Alumna
22. Julie Moss Alumna
23. Gilbert Almanzan PE, Alumnae Dad
24. donna joslyn alum - class of 1967
25. Ami Atkinson Combs Mills College Alumna
26. Christa Lewis Mills College Alumna
27. Kerri Thorp Alumna class of 2011
28. MK Moskowitz Northeastern class of 2022
29. Tom Murtha Northeastern University student
30. Cass Lintz Mills Alum, English Literature ‘19
31. Gabrielle “Elle” Victorio Friend of Mills Alumni
32. Tarin Griggs Mills College Alumna
33. Melody Wells Wife of a Mills College graduate
34. Trinidad Cruz Afterschool program teacher, Mills College class of 2024
35. Taylor Houston Alumni
36.  Erin Hiser
37. Gaby Greenlee Women’s college grad
38. Sally Lieber City Councilwoman, Mountain View, CA
39. Rachel Nicole Acereto Mills College Alumna
40. Faye Johnson Friends of Mills College
41. Nancy Latham Governance Committee Member, Indivisible East Bay, Resident of Neighborhood
                                        around Mills College
42. Kathryn Durham-Hammer Friend & relative of Mills alumni
43. Barbara Brass Concerned citizen
44. Kara “Sakura” Vesely 2006
45. Sophia Mahoney-Rohrl Friends of Mills College
46. Kate Valente Class of 2024
47. Angela DeMoss Alumna of Mills College
48. Julia Murray Class of 1970
49. Ilana Murphy Mills College Alumna, class of 2006
50. Marsha Matsuura Alumna Class of 1970
51. Caitlin McClure Mills College '88
52. Sarah Tyrrell Alumna
53. Rabbi Colleen Calmann  BA Mills College, 1989; proud mother of another Mills graduate, class of 2019
54. Clare Sig Class of 1968
55. Ann Strong MD Mills Class of 1983
56. Marlynne Leonardson An alumni of Mills and good friend told me of this letter.
57. Maria D. Dominguez Mills College, Class of 2008
58. Suzette Davidson Mills College Class of 1994, member of Alumnae Association
59. Alison Loebel Mills College alumna, Class of 1990
60. Janani Ramachandran Friend of Mills
61. Lori Bass Mills Class of 1992
62. Molly McEnerney UC Berkeley Class of 1996, Life-Long Bay Area Resident, Friend of many Mills Alumnae
63. Sally Moses    Class of 1990, Mills College
64. Catherine bevanda
65. Elizabeth Dooley Mills Alum, Class of 1983
66. Megan Mills         Mount Holyoke College Alum
67. Jennifer Ward Mills College Alum
68. Katie Hutcheson Women's College Alum
69. Elisabeth Lorenc San Carlos, CA; Wellesley '10; grandniece of Mills alumna
70. Nicole Daphnis Mount Holyoke College '18, UMass Amherst Doctoral Candidate
71. Joan Hudson Friend of alumna
72. Neil Hayes             Mills Alum Class of 2021 and 2022
73. Sarah Bullion         Class of 1992
74. Suzanne Coffee     Mills College class of '92
75. JALILA BELL          Alumna
76. Karlin Sorenson     Mills College class of 1992  
77. Nadine Dixon          Alumnus
78. Kerri Lynne Thorp  Alumna 2011
79. Sophia Delgado-Watson   Sr. Producer | Bark Bark (Friend of Mills Community)
80. Jess Wren
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