Board Members on Hot Seat at Latin School of Chicago for “Persistent Failure to Discharge Fiduciary Duties”
Breach of non-profit board duties puts board members at personal financial risk
The Latin School of Chicago faced its latest challenge on January 23rd, when a meticulously crafted 14-page letter, which appeared more like an accusation than a warning, was sent to Trustees from a law firm on behalf of members of the school community. The letter alleges that the trustees breached their fiduciary duties.
Here’s why that matters. A secret about nonprofit boards that often gets overlooked is that there aren’t just two fiduciary duties.
There are three.
In most contexts, non-profit board members have three primary duties. First, a duty of care requires the board member to act responsibly and soundly. This duty appears straightforward.
The second is the duty of loyalty. This requires board members to make decisions on behalf of the nonprofit, in this case, the school, without conflicts of interest.
The last is the duty of obedience, which requires board members to honor the nonprofit’s mission, bylaws, policies, and applicable laws. This is often the point at which issues arise.
This third duty requires board members to uphold the nonprofit’s mission and steward its funds to maximize its impact. It’s not just about writing checks or attending meetings; it’s about ensuring every decision aligns with the organization's core purpose.
When board members betray this duty, whether by pursuing personal agendas, prioritizing political trends over the stated mission, or mismanaging resources, they fail the nonprofit and undermine the trust of the community they serve.
Breaching these duties is not just negligence in a legal sense; it is a direct assault on the institution's integrity.
Have Latin board members breached their fiduciary duties?
In his letter to the Board of Trustees, obtained by Chicago Contrarian, lawyer Matthew L. Schwartz, chairman of powerhouse New York-based firm Boies Schiller, exposes an organization where accountability appears to be virtually non-existent. Legacy and privilege are protected at the expense of Latin students, including the Jewish community, which appears targeted for discrimination.
The letter foreshadows what may be the most damaging litigation in Latin's expanding legal woes to date, including the Bronstein case, in which 15-year-old Nate Bronstein committed suicide in 2022 because of what court documents refer to as "relentless cyberbullying" that the school allegedly knew about but failed to disclose to his parents. This is just one example of the institutional failure pattern it methodically documents.
The letter names the 65 trustees and officials accused of breaching their fiduciary responsibilities. It also demands that the Latin School of Chicago prove that its Board has an unconflicted majority by February 13, 2025, and requests an immediate independent investigation.
Trustees and administrators put on legal notice for breach of fiduciary duties
The latest legal attack on Latin includes trustees and officers who allegedly violated their fiduciary duties. These include Randall Dunn, who served as Head of School from 2011 to 2022, and Thomas Hagerman, who took on the role in 2022. The list also includes Shelley Greenwood, the long-serving Assistant Head of School, who held her position from 1993 to 2023 and was succeeded by Ryan Allen, who assumed the role in 2023.
A complete list of all named directors in the demand letter can be found at the end of this essay.
Randall Dunn “destroyed the soul of that school”
The letter notes that despite a vote of no confidence in 2016, former school head Randall Dunn held onto his job for an additional six years, receiving bonuses and raises as the institution’s financial and other KPIs continued to trend downward.
Given the recorded pattern of stifling reports of significant incidents, such as the reported termination of an administrator who advised reporting a student's sexual assault, one former staff member's opinion that Dunn "destroyed the soul of that school" appears almost kind.
In addition, other staff members have also been serially implicated. The court, in the Bronstein case, rejected Current Dean of Students Bridget Hennessy’s application to have the allegations of “purposeful and wanton breach of duty” dismissed. The new letter accuses her of having "crude sexual conversations with minor Latin students" while on a school excursion.
The current head of the school, Thomas Hagerman, came to the school after a scandal at Scarsdale Public Schools, where he concealed $1.7 million in IRS fines. When his dishonesty at Latin was discovered, he allegedly coerced a worker whose children attend the school to accept responsibility for his false statements. Such exemplary leadership undoubtedly provides engaging ethical teachings.
The term of former Board Chair David Koo is a prime example of the corrupt relationships that characterize Latin's leadership. According to the letter, Koo took a vacation with the families of the alleged bullies as families begged for assistance with bullying, never disclosing these conflicts of interest, or abstaining from decisions relating to them.
The letter details social media where current and former students have posted their experiences regarding the Latin School of Chicago. The "Survivors of Latin" Instagram account, with 2,700 followers, covers the personal cost of this institutional failure. The account documents a continuous stream of incidents involving racial epithets, prejudice against students, sexual assaults, accusations that Jewish students spread COVID-19, etc.
Digging into the letter
According to the letter to board members and administrators, the school has a limited time to appoint an investigator to conduct an independent study into these matters. Otherwise, legal action will be initiated against them. Such a study would require unprecedented transparency, including anonymous surveys of the whole school community, a thorough examination of the governance framework, and a minimum of two years of public release of all relevant information.
However, complying with this request could potentially put the board or specific members in a difficult situation. In an organization that does not disclose to the general trustees "anything you wouldn't want printed in the newspaper," this kind of publicity might expose additional evidence against certain board members and administrators or potentially expose the entire board to additional litigation.
Curiously, as the demand letter notes, Latin’s financial performance is inversely correlated with the number of lawsuits it faces. While expenses have climbed by 55 percent since 2013, revenue has only increased by 20 percent. $5 million in annual surpluses as recently as 2015 has turned into $1.6 million in deficits. Inflation-adjusted philanthropic funding has fallen 72 percent.
In other words, Latin's balance sheet appears to be following the same downtrend as ethics and morals at the governance level.
Testimonies from the community make Latin's decline into disorder abundantly evident. One alumnus describes how they were called racist epithets during lunch and got away with it. According to a parent, their daughter was bullied starting in first grade, but their concerns were disregarded because the bullies' parents were wealthy contributors.
Other parents threatened Jewish families during the pandemic, and their kids experienced anti-Semitic bullying at school. In May 2024, students played the Nazi hymn during band rehearsal, highlighting the administration's persistently weak response to anti-Semitic acts.
Most recently, one of the students involved in the Nazi anthem episode was asked to speak at graduation rather than being disciplined. It appears as though the administration is more concerned about protecting its elite children than showing empathy and kindness to a Jewish community that has already suffered an unprecedented number of anti-Semitic incidents nationwide, including in Chicago.
A final warning?
With this letter, The Latin School of Chicago appears to have received one more final warning before additional lawsuits are filed. By hiring an independent entity to review the board’s governance and leadership with an honest assessment of the administrative commitment to student safety, the school can “own up” to its failings and perhaps craft a strategy and a turnaround to save itself — as well as expose those responsible for the malfeasance, such as selected members of the board and administrators, rather than the collective board governance spanning all members.
Latin’s objective is to "embrace [the] diversity of people, cultures, and ideas." The school proudly promotes itself as a leader in ethical leadership and educational excellence. But ironically, according to the facts in the demand letter, these embraces only last until they endanger donor relationships or call for real accountability.
If history is any indicator, Latin's approach to this most recent situation will probably be the same as it has always been: Postpone, refuse, and hope that pricey attorneys can solve the issue. These strategies might be effective in certain situations, but given the extent of this most recent challenge, the time for reckoning may finally be drawing near.
Latin has succeeded in imparting the main lesson to a school that charges high tuition to Chicago's elite: If you have enough money and connections, the repercussions are for other people, not you.
As the deadline draws near for responding to this demand letter, the question is not if Latin will add another lawsuit to its expanding collection but rather how many more will be necessary before the significant change occurs or the school is forced to tap what remains of its balance sheet, including selling assets to continue as a going concern and/or to fund legal settlements.
Despite the ongoing litigation, the Latin School of Chicago will continue to stand as a symbol of institutional failure and a reflection of the current governance in Chicago and Cook County. Indeed, the one constant policy appears to be defending the status quo and the inner privileged circle at all costs.
The Board's response deadline of February 13th will usher in a new chapter in the extensive narrative of Latin's tragedy. But considering the school’s history, expectations for real reform should be as low as its historic administrative accountability standards.
Of course, the invisible hand, in the form of parents and potential parent checkbooks, may also play a role in Latin’s future as more discover the true colors of the institution in which they are vesting their children’s education and character development and decide to look elsewhere.
Named Directors in the Demand Letter
Appendix 1
Trustees and Officers Who Violated Their Fiduciary Duties to the School
1. Abigail Johnson-Reid Phelps – trustee from 2023 to present.
2. Alejandro Longoria – trustee from 2022 to present.
3. Alexander Abell – trustee from 2023 to present.
4. Andres Mendoza Pena – trustee from 2023 to present.
5. Beth Goldberg-Heller – trustee from 2019 to 2022.
6. Bliss Tobin – Lower School Director from 2021 to present.
7. Bridget Coughlin – trustee from 2020 to 2024.
8. Bridget Hennessy – current 9th and 10th Grade Dean of Students.
9. Carrie Parr – trustee from 2022 to present, current Vice Chair.
10. Charlie Tribbett – trustee from 2022 to present.
11. Christopher Keogh – trustee from 2022 to present.
12. Colleen Batcheler – trustee from 2019 to present.
13. Daione Mitchell – trustee from 2022 to 2024.
14. Dara Milner – trustee from 2019 to present, current Chair, former Vice Chair.
15. Darren Snyder – trustee from 2020 to present, current Treasurer.
16. David Koo – trustee from 2019 to 2022, former Chair.
17. David Williams – trustee from 2019 to 2023, former Secretary.
18. Deb Sampey – Middle School Director from 1995 to 2023.
19. Denise Fogus Gibson – trustee from 2019 to 2024.
20. Diane Saltoun – trustee from 2016 to present.
21. Donald Lassere – trustee from 2023 to present.
22. Dontrey Britt-Hart – trustee from 2020 to 2023.
23. Edward Benford – trustee from 2016 to present.
24. Elizabeth Betten – trustee from 2020 to 2022.
25. Elizabeth Mihas – trustee from 2019 to 2022.
26. Erin Amico Wegscheider – trustee from 2023 to present.
27. Georgy Ann Peluchiwski – trustee from 2016 to 2019, former Chair.
28. Gurpreet Singh – trustee from 2022 to present.
29. Jeff Sharp – trustee from 2022 to present.
30. Jennifer Cizner – trustee from 2019 to present.
31. Jennifer Peeples – trustee from 2022 to present.
32. Jennifer Prewitt – trustee from 2019 to 2022.
33. Jonathan Berger – trustee from 2019 to 2022.
34. Jyoti Patel – trustee from 2019 to present.
35. Kristine Von Ogden – Upper School Director from 2021 to 2023.
36. Lina Wei – trustee from 2022 to present.
37. Maury Tognarelli – trustee from 2016 to present.
38. Meredith Bluhm-Wolf – trustee from 2019 to 2022.
39. Michael Szczepanek – Chief Financial Officer from 2019 to present.
40. Nancy Dwyer – trustee from 2020 to 2022.
41. Nick Baer – Upper School Director from 2023 to present.
42. Nicole Mann – trustee from 2019 to 2024.
43. Nils Larsen – trustee from 2023 to present.
44. Olumide Ajiginni – trustee from 2022 to present.
45. Paul Furlow – trustee from 2019 to 2023.
46. Peter Jackson – trustee from 2020 to present.
47. Rafael Santana – trustee from 2022 to 2024.
48. Randall Dunn – Head of School from 2011 to 2022.
49. Robert Chapman – trustee from 2019 to present.
50. Ronald Seymore – trustee from 2019 to 2022.
51. Ryan Allen – Assistant Head of School from 2023 to present.
52. Ryan Harris – trustee from 2023 to present.
53. Sarah Norris – trustee from 2019 to 2024.
54. Scott Kaniewski – trustee from 2019 to 2023.
55. Shelley Greenwood – Assistant Head of School from 1993 to 2023.
56. Susan Bolon – Director of Human Resources from 2018 to present.
57. Tanya Polsky – trustee from 2020 to present.
58. Thomas Hagerman – Head of School from 2022 to present.
59. Tim Cronister – Director of Student Life from 1998 to present.
60. Timothy Hurd – trustee from 2019 to 2022.
61. Traveres “Tray” White – Middle School Division Director from 2023 to present.
62. Val Vlahos – trustee from 2019 to 2024.
63. Valerie Wiley – trustee from 2019 to 2021.
64. Vince Cozzi – trustee from 2022 to present; former Chair.
65. Walter Pryor – trustee from 2019 to 2022.
