## Facts

- Adelphi University was a private, not-for-profit educational corporation chartered by the New York State Board of Regents and subject to Regents oversight under the Education Law.
- Petitioners included the Committee to Save Adelphi (through named co-chairs) and the Adelphi University Faculty Senate (through its chair), acting on behalf of faculty, students, and others associated with the university.
- Respondents included Adelphi President Peter Diamandopoulos (in his role as a trustee) and multiple members of Adelphi’s board of trustees.
- Petitioners filed a verified petition with the Board of Regents (filed April 29, 1996) seeking removal of the president and trustees from their trustee offices under N.Y. Education Law § 226(4).
- The petition alleged trustee “neglect of duty,” “misconduct,” and “failure to carry out the institution’s educational purposes,” focusing on the board’s governance and oversight during Diamandopoulos’s presidency.
- The allegations included approval of an unusually large presidential compensation package and related benefits without adequate independent review and supporting information, while the university faced declining conditions (including enrollment and student services concerns described in the record and later accounts).
- The petition also alleged conflicts of interest and trustee-benefiting transactions involving university vendors and professional services, asserting that disclosures, approvals, and oversight were inadequate and that certain trustees gained personal benefit from Adelphi business.
- Acting under § 226(4), the Regents initiated an inquiry and appointed a three-member Regents panel to conduct an evidentiary hearing and compile a record for the full Board.
- The Regents panel held a 27-day hearing between late July and November 1996, receiving testimony and documentary evidence on trustee conduct, board procedures, compensation decisions, and conflict transactions.
- The panel issued a Report and Recommendation dated February 5, 1997 to the full Board of Regents.
- On February 10, 1997, the full Board of Regents adopted the panel’s recommendations and entered an administrative order removing 18 of Adelphi’s 19 trustees and appointing new trustees to reconstitute the board.
- The Regents’ action addressed Diamandopoulos only to the extent he was a trustee; it did not itself act as a direct termination of his separate employment position as university president.

## Issues

1. Whether Adelphi’s trustees committed “misconduct,” “neglect of duty,” or “failure to carry out the institution’s educational purposes” within the meaning of N.Y. Education Law § 226(4), based on allegations involving compensation oversight, conflicts of interest, and board governance failures.
2. Whether the Board of Regents should use § 226(4) remedies to remove trustees and appoint successors in order to protect Adelphi’s educational purposes.
3. Whether relief concerning Peter Diamandopoulos was limited to his status as a trustee, rather than his separate status as a paid officer/employee of Adelphi.

## Decision

- The Regents panel issued a Report and Recommendation to the full Board of Regents on February 5, 1997.
- On February 10, 1997, the Board of Regents adopted the panel’s recommendations in an administrative decision under Education Law § 226(4).
- The Board of Regents ordered the immediate removal of 18 of Adelphi University’s 19 trustees, including Peter Diamandopoulos in his capacity as a trustee.
- The Board of Regents left one trustee in place (a recently appointed trustee, as described in later summaries).
- The Board of Regents appointed new trustees to replace the removed trustees and to reconstitute Adelphi’s governing board.
- The Regents’ order did not itself remove Diamandopoulos from his separate employment office as president; any employment consequences were left to the lawfully constituted university governance after the board’s reconstitution.

## Legal Principles

- Under N.Y. Education Law § 226(4), the Board of Regents may investigate Regents-chartered educational corporations and may remove trustees for “misconduct,” “incapacity,” “neglect of duty,” or “refusal to carry into effect the educational purposes” of the corporation, and may appoint successor trustees.
- Trustees of a charitable educational institution have fiduciary obligations, including a duty of care (informed decision-making and active oversight) and a duty of loyalty (avoiding self-interest and managing conflicts through full disclosure and disinterested approval consistent with law and governance rules).
- Board approval of executive compensation must be the result of genuine trustee review and judgment; failure to seek necessary information and to act independently can support findings of neglect of duty when the compensation is disconnected from institutional conditions and mission.
- Repeated conflict-of-interest transactions, weak disclosure practices, and tolerance of trustee-benefiting arrangements can be treated as trustee misconduct or neglect where they show that the board is not acting for the institution’s educational purposes.
- Section 226(4) allows an extraordinary remedy: broad trustee removal and replacement when the Regents determine that governance failures threaten the institution’s ability to carry out its educational purposes.
- In a Regents trustee-removal proceeding, the Regents’ direct authority targets trustees as trustees; it does not automatically decide the employment status of officers who also hold trustee seats.

## Conclusion

In this unreported administrative removal proceeding, the New York State Board of Regents exercised its authority under Education Law § 226(4) after an extensive hearing record and a Regents panel report, concluding that Adelphi University’s governance failures warranted removing 18 of 19 trustees (including President Peter Diamandopoulos as a trustee) and installing a replacement board to restore lawful stewardship of the university’s educational purposes.


Comm. to Save Adelphi v. Diamandopoulos (Bd. of Regents of the Univ. of the State of N.Y. Feb. 10, 1997)