RIH BOE's New Legal Contract Raises Transparency, Conflict of Interest, and Fiscal Responsibility Concerns

Concerns about the RIH BOE Legal Counsel Contract with its New Counsel, Porzio, Bromberg & Newman (Porzio).

In recent months, the RIH BOE has undergone a whirlwind of changes in its legal representation, the latest being the controversial hiring of Porzio. Upon reviewing the resolution approved in a 5 to 4 vote (without the recommendation of the Superintendent) on June 29th, I've identified several concerns that I believe warrant attention. I will also share these directly with the Board:

1. Conflict of Interest: Porzio is currently representing 5 majority board members in a petition with The Office of Controversies and Disputes, and a case involving Ethics charges (Sullivan, Ansh, Bogdansky, Emmolo and Mariani). Porzio's legal representation made statements that were overtly supportive of the board's majority members and critical of the minority. This raises legitimate questions about the firm's ability to provide fair and unbiased representation to all board members.

2. BOE President's Excessive Usage of Legal Counsel: The language in the resolution does not address the issue of overuse of legal counsel by the Board President, a problem that stirred controversy in the past and strained resources. There are no clear "guardrails" or limits set in place within the contract to prevent the recurrence of this issue.

3. Lack of Transparency: There has been a lack of transparency from the Board President regarding the breadth and depth of her communications with the attorney. This lack of openness creates an atmosphere of distrust, undermining the inclusive governance of the Board as a whole.

4. Vague Language and Billing Clarity: The resolution to hire Porzio used vague language, such as "unlimited communications...on topics regarding legal advice of a general nature." What is the definition of 'general nature'? Given that legal firms traditionally charge their time quite precisely, the lack of specifics on what these communications entail and the increments in which they will be billed is concerning. In contrast, the Board's previous contract charged in 0.1 hour increments and did not include a concept of "unlimited communications".

5. Significant Fee Increase: Porzio's hourly rate for lawyers, at $210, is 24% higher than the rate of the firm they are replacing, Busch Law Group, which charged $170 per hour. Additionally, Porzio's $155 hourly rate for paraprofessionals more than doubles, with an increase of 106%, the Busch Law Group's rate of $75 per hour. These increases starkly contradict Board President Judy Sullivan's initial objective for terminating Fogarty and Hara, which was cited as need for fiscal concerns.

6. Equal Employment Opportunity: As raised by the Teacher's Union at the meeting, there is ambiguity in the resolution regarding the equal employment opportunity clause. As it currently stands, the clause seems to exclude affectional or sexual orientation and gender identity or expression from its non-discrimination policies, a contradiction that creates uncertainty and runs the risk of contravening the values we hold as a community. Despite being raised by the union, this concern was not addressed by the BOE.

Addressing these concerns is crucial for promoting transparency, ensuring fair representation, and maintaining fiscal responsibility within the Board. It is essential that the Board take immediate action to rectify these concerns to prevent any future disputes or misunderstandings and to ensure the contract aligns with the values of our community. Only with clarity and transparency can we move forward towards our common goal of serving our students in the best possible way.

Here are specific suggestions, including things that can be incorporated into an addendum to the resolution approved at the last Board meeting:

1. Resolution of Conflicts of Interest: Given the unique circumstances surrounding the appointment of Porzio, including their previous involvement representing the Board President in ethics complaints, and the existing perceived biases, the best way to ensure impartial and fair legal representation may be for the firm to step down. A process should then be implemented to hire a new law firm that has the recommendation and full support of the Superintendent and is free from any perceived or actual conflicts of interest. This would be a tangible step towards restoring trust, promoting transparency, and fostering a unified approach to serving the interests of our educational community. This suggestion is in no way a criticism of Porzio's competency, it is about addressing conflicts of interest and the failure to seek advice from independent counsel with respect to the conflict. The fact that Porzio ruled on its own conflict is an apparent conflict in and of itself. Independent advice should have been sought from previous counsel (Busch Law Group).

2. Usage Limits and Transparency: Define specific parameters on the usage of legal counsel by the Board President. This should include setting an explicit cap on the number of hours for legal counsel in a given period unless expressly approved by a majority vote of the Board. Also, include language requiring full disclosure of the topics and advice sought and received from the counsel to the entire board, to ensure transparency and equal access to all legal advice. This approach will protect against overuse and help ensure the legal counsel's time is being utilized in a manner that serves the entire board and, by extension, our community.

3. Clear Definition of "Communications" and Billing Policy: Define "unlimited communications" more precisely, such as defining time limits on phone calls or emails and stipulating what constitutes legal advice of a "general nature". Furthermore, specify the billing increments, for example, by indicating that the firm should bill for its services in increments of 0.1 hours. This approach provides clarity and minimizes the chances of a dispute over billing.

4. Addressing Fee Inconsistencies: It's worth noting that a comprehensive financial analysis, substantiating the claims of fiscal issues and demonstrating that a change in legal firms would lead to lower fees, was never presented by the Board majority to support their decisions. This omission has contributed to the perception that their decisions may not have been entirely based on financial concerns. Transparency, supported by data-driven decision-making, is crucial to fostering trust within any organization. In light of this, it is imperative for the Board to share a detailed financial analysis to validate their decision. This analysis should include a comparison to bids from other legal firms, particularly the firm recommended by the Superintendent, to ensure a comprehensive and fair evaluation of the situation.

5. Equal Employment Opportunity Clause: Amend the language to explicitly include affectional or sexual orientation and gender identity or expression in the non-discrimination policy. The clause should affirm the firm's commitment to providing equal opportunity for all without discrimination.

These recommendations are not exhaustive but offer a starting point for refining the contract to ensure it meets the Board's needs while fostering transparency and maintaining fiscal responsibility. The goal should always be to ensure that legal counsel serves the best interests of our community, particularly the students who are at the heart of the Board's work.

The resolution and contract that was approved by the Board majority at the June 29th Meeting in a 5 to 4 vote. Board members Judy Sullivan, Kim Ansh, Tom Bogdansky, Marianna Emmolo, and Doreen Mariani gave approval, but it's important to note this decision was made without the support or recommendation of the Superintendent, Dr. Dionisio.