FREEDOM CORNER: No Fiduciary Prohibition on Board Members Talking with The Goshen News…or Anyone Else
Forgotten amidst the uproar over the now resolved Library Board censorship controversy, was the attempt to admonish one of the Board members for discussing matters coming before the Board with The Goshen News and others. While it has been made clear by the Freedom of Information Commission that FOI law does not prohibit such discussions, provided a quorum of the Board is not involved, the Board member calling for such admonishment asserted that the issue was not Freedom of Information, but rather Fiduciary Responsibility.
Library Board Chair Henrietta Horvay sought legal opinion on the “Fiduciary and Other Responsibilities of Board Directors” from the New Haven law firm of Letizia, Ambrose and Falls, PC, and an informal opinion letter was issued on May 3rd. The Goshen News obtained a copy of the letter by FOIA request to the Town Clerk.
While the opinion broadly cites a “fiduciary duty to act in good faith and in the best interests of the library”, nowhere does it assert a general prohibition on discussing current issues with the Press or the Public. Rather, it refers only to a duty to “maintain the confidentiality of the topics and issues discussed in Executive Sessions”.
An Executive Session is a portion of a meeting that is closed to the public, and in the interest of transparency, there are very limited subjects that are legally allowed to be discussed in closed session. Typical suitable matters may include discussions of a legal nature involving litigation or potential litigation, contractual matters where disclosure might negatively impact a competitive bidding process, or certain personnel matters. No votes can be taken in Executive Sessions, however, as all actions must be public.
Every member of the Public has exactly the same rights as the Press to engage our elected and appointed officials in discussions, to ask questions, and ultimately, to hold them accountable.
