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Dear Gaye,

You have requested that I tender my resignation from the Board of Trustees of Hampshire College. I
would like to respond to the allegation and resignation request as follows:

The highest duty for a Trustee on the Board of Trustees is his/her fiduciary duty to the Institution, not any
personal allegiance or support to any one person. The Institution’s best interest is above all. The email
alleged that # 6 in our Code of Conduct was breached. I have been accused of a breach of
confidentiality and acting as spokesperson for the entire board without specific authorization by the
board chair, allegations I deny. I maintain that I was discharging my fiduciary duty when reaching out to
the presidents of Amherst, Mount Holyoke and Smith Colleges, partners with Hampshire College in our
insurance captive. We understood, from the report of Hampshire’s president to the expanded meeting
last Sunday morning in non-Executive Session, that those presidents were considering terminating
Hampshire’s membership in the insurance captive and thus imposing an impossible financial burden
upon Hampshire. We sought independent verification from the quoted sources that it was a true
statement. As Trustees discharging our duty to the Institution, we not only have the right but the
obligation to determine independently any facts upon which we are asked to base our decisions. This is
especially true in a case such as this where we are asked to speculate about the possible acts of others
(the three other presidents). The recent, very public declarations by the presidents of Amherst and
Mount Holyoke that Hampshire’s president had mischaracterized her meetings with them made that
responsibility all the more imperative. Hampshire’s membership in the insurance captive is not
confidential, certainly not to the presidents of our partners, and it is publicly disclosed on Five Colleges
website as well.

In reaching out to the other presidents through their offices we identified ourselves as Trustees of
Hampshire College. (Had we concealed our relationship, we might have been accused of attempting to
deceive.) In no case did we state, nor even suggest or imply, that we were speaking for or representing
our board, and we explicitly stated that we did not represent the college or the board, but were acting in
our personal capacity. We identified the topic we wished to discuss. We did not disclose confidential
information of any kind in attempting to set up those appointments.

As I stated to you privately before, I see the choices we are facing as binary. Choice #1: we go down the
road we are on now, close and then are acquired. Choice #2: we fight as hell to try to stay independent,
including if there will eventually be a private institution to partner with us. Choice #2 is hard and we may
still fail and end up in Choice #1. But, does the school fight or do we just simply give up? I have fought
hard to even have an independent option considered. I believe a viable independent college is
imperative for the success of any partnership that is not an outright acquisition. I love Hampshire
College, cherish the college education I received and have proudly served as Trustee. I have always
hoped to preserve its future and its mission. I appreciate the opportunity to serve with every one of the
Trustees and particularly appreciate your extraordinary financial support of the college.

With respect to your request for resignation, I have received calls and emails asking me not to resign. I
am concerned by the prior actual breaches of our bylaws and code of conduct that have not been
addressed. For example, the unauthorized release of a single sentence on January 15 that will likely be
the cause of closing the college, should that happen. I am also gravely concerned by the application of
bullying and fear tactics. The abusive form of information control and other leadership actions erode the
democratic process of the board. All of these breaches and issues could be outlined in greater detail.

These concerns notwithstanding, in response to your request I hereby tender my resignation as a


Trustee of Hampshire College.

Best,

Mingda

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