STATE OF OELAWAKE DELAWARE STATE PunLic INTEGRITY COMMISSION oven, DeLawane 1990! revernont: (302) 739-2399 VIA EMAIL, April 2, 2019 48-46 Odyssey Charter School--Personal or Private Interest Hearing and Decision By: Bonnie Smith (Chair); Michele Whetzel, (Vice-Chair); Commissioners: Andrew Manus; Jeremy Anderson, Esq. (Recusing: Wiliam F. Tobin, J; Kyle Evans Gay, Esq.; Andrew Gonser, Esq.) Dear Mr. Wolcott, Mr. Carwell and Mr. Travers, Thank you all for attending the March 19, 2019, Commission meeting where the Commission reviewed Mr. Wolcott's request for an advisory opinion on behalf of Odyssey Charter School and a request from Mr. Travers and Mr, Carwell, on behalf of the Department of Education, for an advisory opinion regarding Odyssey Charter School. Mr. Wolcott was accompanied by Riccardo Stoeckicht (OCS Operations Officer), Denise Parks (Head of School) and several other interested parties. After consideration of all the relevant facts and circumstances the Commission decided that most of the OCS Board members have violated the school's Bylaws and the State Code of Conduct. The Commission's reasoning is set forth below. 1, BACKGROUND Josiah Wolcott, Esq. is the President of the Odyssey Charter School Board ("OCS" or “Board’), Mr, Wolcott contacted the Public Integrity Commission "PIC" or “Commission") on behalf of OCS and requested an advisory opinion on November 9, 2018. In his email request, he stated that the Department of Education ("DOE") had informed the school that they should submit a request for an advisory opinion to determine if the dual loyalties of a majority of the OCS Board created a conflict of interest. If so, they asked the Commission to determine if OCS! conflict of interest provision was a suitable remedy to such conflict. Mr. Wolcott was subsequently scheduled to appear on behalf of OCS at the November and December Commission meetings but asked for additional time to collect materials for the Commission to review, The January meeting was cancelled for lack of a quorum and although the Commission had a quorum for the February meeting, one of the four members present would have had torecuse themselves from any matter involving OCS, leaving the Commission without a quorum to consider the matter. On February 6, 2019, the DOE submitted its own request for an advisory opinion regarding OCS because they found the request submitted by Mr. Wolcott omitted key facts which would be impartant to the consideration of the conflict of interest issue. In response, Mr. Wolcott filed a reply to the DOE letter. Instead of having two separate meetings with OCS and the DOE, the parties agreed to all attend one meeting so that there could be an open discussion and dialogue between the Commission members and the parties. That meeting took place at the PIC offices in Dover, Delaware on March 16, 2019. Ul, FACTS OCS was established in 2008, and was helped, in part, by 2 $60,000 donation from the ‘American Hellenic Educational Progressive Association (AHEPA), AHEPA is a fraternal civic organization whose mission is to “promote the ancient Hellenic ideals of education, philanthropy, civie responsibilty, family and individual excellence through community service and volunteerism." Its members celebrate Greek culture, civilization, principles and ideals. /d. Those laudable philosophies have influenced the atmosphere and curriculum at OCS to create a unique school experience, earning it a reputation as one of the best Charter Schools in Delaware. At the meeting, Mr. Wolcott mentioned that the school had a waiting list of over 1,000 students. OCS's Bylaws were adopted on November 16, 2004. The Bylaws specify that the Board must have no less than nine members, a majority of which (five) "shall be appointed and maintained at all times by the Wilmington Chapter #98" of AHEPA. Bylaws, Art. Il, Section 2. Those five delegates are chosen by AHEPA members at a private meeting with no public input The remaining Board members are chosen by the Nominating Committee who then presents the selected individuals to the Board for a vote. The Nominating Committee is made up of three members and is chaired by a non-AHEPA member. Bylaws, Article IV, Section 2. However, of the two remaining members of the Committee, one is an AHEPA member and the other is @ member of the Daughters of Penelope, a sister organization of HEPA. Therefore, the only member of the Nominating Committee that is not associated with one of the fraternal Organizations can always be outvoted by the other two members. As a result, AHEPA controls the selection of the non-AHEPA Board members, as well as the five designated AHEPA Board seats. Even assuming that the Nominating Committee could be impartial, the five seats allotted to AHEPA Board members give them a majority of the votes at all times. After the appointment ‘of Board members, one of the five AHEPA delegates is selected by AHEPA to be the President of the Board. OCS’ bylaws do contain a Conflict of Interest provision which requires a Board member to disclose business and financial relationships while conducting Board business. Bylaws, Art. Il, Section 16. In 2010, OCS asked the DOE's permission to expand its school to change from K-5 to K- 12 which was approved. After the approval, the OCS Board obtained a $34 million dollar bond to purchase part of the former Barley Mill Office complex in New Castle County for $26 million dollars. OCS occupies three buildings in the complex, #s 20, 21 & 22. Building #26 has been leased to Academia Antonia Alonso, a K-6 charter school. The OCS Board intended to convert "https ahepa.orgpart of the remaining space into the Ithaka Early Learning Center (‘Ithaka’). OCS's charter was renewed by DOE in 2014 and they are due to be renewed again in 2019. Ithaka is “a stand-alone non-profit, established under the umbrella of [OCS's] founders AHEPA... for children ages 24 to 60 months.” Ithaka was to be located in building #27 of the Barley Mill Office complex. /d. To date, almost $100,000 in OCS's funds have been used for the Ithaka project. At the meeting, the transfer of the monies for Ithaka’s purposes was referred to as a “loan.” When asked about copies of the loan documents (which would ordinarily include the terms of the loan), Mr. Wolcott stated he would provide those after the meeting. Mr. Wolcott later emailed Commission Counsel and wanted the funds to be referred to as ‘tenant cultivation.” Email Josiah Wolcott, March 19, 2019. However, a review of OCS's Board minutes and recordings show that the Board never voted to ‘loan’ the money to Ithaka before funds were actually appropriated. Nor was there a motion to use the money for “tenant cultivation.” Instead, during the July and August Board meetings there was discussion among the members of using OCS's funds “as seed money’ for the development of the Ithaka project. Recording of OCS Board Minutes, July 19, 2017 at 26:42 - 55:05. During the September 20, 2017, Board meeting, Mr. Dimitri Dandalos, the then-Board President, informed the Board that money had already been moved out of OCS's funds and assigned to a "cost center’ dedicated to Ithaka, all without formal Board knowledge or approval. Recording of OCS Board Minutes, Sept. 20, 2017, af 2:31:10. He also announced a temporary Ithaka Board had been created and the five ‘member board included himself, Mr. Wolcott, and George Hantzandreou (all AHEPA members) and two other individuals who were not associated with OCS, 0. at 2:17:15. When asked at the Commission meeting about the status of Ithaka, Mr. Stoeckicht stated that the project was “dormant’. It does not appear that the $100,000 has been repaid to OCS. ‘At the meeting, Mr. Wolcott stated that during FY 2019, OCS is budgeted to receive approximately $14 milion in State funds, $651,000 in Federal funds and $10 million in local funds. The local monies are dollars transferred from the public schoo! district in which a student resides to the charter school the student has elected to attend. The dollar amount is calculated ona per pupil basis. Although the monies are referred to as ‘local’ monies, because school districts are considered state entities, for purposes of the Commission's review, they are also considered ‘state’ monies, Il, CONTROVERSIES Parents and other members of the school community have become increasingly upset over what they see as AHEPA’s complete control of the school and its finances. Jessica Bies, Odyssey Charter Schoo! Parents, Teachers Want Answers to Board's Secret Leadership Decisions, Delaware News Journal, July 23, 2018. A. Dandalos Dimitri Dandolos is a former OCS Board member and President. His term on the OCS Board ended on July 1, 2018. Five days later, the OCS Board began discussing “finding a job for Dimitri” OCS Board Minutes, July 6, 2018. Prior to that discussion, documents provided to PIC show that in June and July 2018, a consultant billed OCS $1,187.50 for emails to "DD" (Dimitri Dandolos), Joe W. (Josiah Wolcott) and Michael P. (Michael Padavoni) regarding a job description for a new position to be titled Director of Development. See attached Northstar Industries, June & July Invoice. This demonstrates that Mr. Dandolos, who is the person most * hitpuitnakeele.org