WPCNR WHITE PLAINS VOICE. May 14, 2004: This week the Parking Authority Board Vice Chair called an emergency meeting of the Board on six hours notice. They voted to authorize Carolyn Abramowitz to hire legal counsel to advice the Board on the legal ramifications of the Parking Authority being dissolved and folded into the city budget. Timothy Sheehan, Chairman of the Parking Authority board analyzes the matter:
John,
Your article on the “emergency” Parking Authority meeting, while accurate in some respects, wandered astray in others. For anyone to characterize the non-attendance of three Board members to a meeting called ON SIX HOURS NOTICE where it was agreed by a majority of the members not to meet as a “boycott” is inaccurate. From the full story, however, you can certainly draw your own conclusions as to what occurred.
Over this past weekend I was advised by the Board’s Vice Chairperson that she wanted to call a special meeting for Wednesday (5/12) to discuss the draft report (which advocated a City takeover of parking operations) and potentially to hire outside counsel. I informed her that I was busy on Wednesday with family obligations and in any event, I thought a meeting was premature, since the City had not formally requested that our Board do anything. More importantly, we had a regularly scheduled meeting already set up for the following Monday (5/17) at which we planned to discuss the City’s requests – which were supposed to be delivered to us in the interim. I maintained that here was no point in meeting to discuss that which we did not have, that it was unprofessional and insulting to second guess Corporation counsel’s legal reasoning before even seeing it and that calling such a meeting could negatively effect morale of the PA employees. For these reasons, I asked the Vice chairperson not to have this extra meeting.
Nonetheless, on Monday (5/10) I advised the City’s Executive officer, George Gretsas, that some members were antsy and wanted to meet on Wednesday. George indicated that the administration staff would not have any materials ready for us by then. I told George that Frank Cantatore, Carl Perri and I had personal commitments that made Wednesday a bad day to meet and we also agreed that there was no reason to meet before our regularly scheduled meeting. George then proceeded to call the remaining 4 members to request, on behalf of the Mayor, that they not meet on Wednesday and that they wait for materials to be prepared and distributed to the Board and for City officials to meet with them on Monday night, 5/17. The result of these calls as reported to me was that one additional member agreed that the Wednesday special meeting should be held off and that the board would wait until Monday to meet. Thus, as of Tuesday (5/11) I was advised that there were not enough members to constitute a quorum and as far as I was concerned, the special meeting was not happening.
However, to ensure that City Hall was advised as to what specifically we needed in order to intelligently discuss the issue at our regularly scheduled Monday meeting, I prepared a letter which was hand delivered on Wednesday morning (5/12) to the Mayor and the PA Board members (at their homes) outlining what was needed. This letter would not have been written or delivered if I thought that a special meeting would occur in the interim. Two hours later (
Your assertion that I could have stopped a possibly illegal, probably improper and certainly disrespectful action of the PA Board by attending this meeting ignores the reality that four members were intent on pursuing this course of action. Had I stopped their actions on Wednesday because of a notice defect, these same four members could have called another meeting for the very next day and done the deed. Amazingly, you have failed to report on the central unanswered question of this debacle: why did the board need to meet on Wednesday, why didn’t they check out the propriety of their actions with Corp counsel before acting, why could they not wait to read what the City was asking us to consider and the documentation (including a Corp counsel opinion) that would accompany it? Why could they not wait for the full complement of Board members (we never hold meetings without ensuring that everyone can make it) who would be at the regular meeting on 5/17 to discuss their ill-advised plans?
You article also sidesteps the next crucial question — is this decision legal, ethical or proper? – by jumping to discussions about “Chinese walls” and/or one of my firms other clients (such as the NYPH). These arguments are off the mark and put the (not one but two) carts before the horse. Before thinking about walls and conflicts of voting members, you must first ask if it is permissible for a government agency to enter into a contract with the employer of one it it’s members. For instance one of our members is a contractor/developer – would it be right to ask that his firm construct a PA garage? Another works in a men’s clothing department for a local retail establishment – would it be right to award a contract to make all PA uniforms from that company? . In the case of a Common Council member, the City charter absolutely forbids that practice. If my firm had a contract to do work with the City I could not be a Councilman, or if I was a Councilman the City could not hire my law firm. I believe that the PA Board — performing municipal functions– should be no different. It is improper for the Board to hire the firm or business of any of our Board members. Indeed, Corp Counsel seems to think that this action violates the charter (and his prerogative to approve all hiring of outside counsel) or Ethics law — why didn’t these people check with him before doing this? At any rate, whether this action ultimately violates such statutes or not, it still fails the SMELL test. Why would anyone not see how bad this looks?
You cannot excuse this probable legal/ethical/smell violation by talking about “Chinese walls,” which is a device used by a law firm that can legally take client “A’s” business but such retainer could violate that firms ethical responsibilities to client “B”. The answer — if Clients “A” and “B” are notified and agree — can be the construction of an information “wall” to prevent compromise. However, if the assignment cannot be legally made in the first place, as is the case here, you never reach the question of whether a “wall” can be constructed. Here, the assignment from the PA is either illegal, unethical or fails the smell test so the Board should not have voted to send it to the law firm of which I am a member.
Your reference to one of my firm’s other clients is similarly off the mark. That situation involves an assessment by a Council or Board member of an upcoming vote that he may not ethically be capable of casting — including for reasons such as a connection to a client or entity that is about to appear before the Board. That board member — IF HE/SHE WANTS TO VOTE — may contact the ethics board for an opinion as to whether disclosure alone of the conflict (if minimal) or disclosure and recusal from voting (if serious) is in order. It has nothing to do with “Chinese Walls”, nothing to do with any of my firm’s other clients, and nothing to do with the PA Board’s ill advised retention SINCE I WAS NOT PRESENT FOR THE SPECIAL MEETING AND EVEN IF I WAS PRESENT, I WOULD HAVE ABSTAINED FROM VOTING on this retention.
Instead, you should have focused on the attendees of the meeting and ascertained their motivations and their long term game plan (and likely effects) from this disrespectful and ill smelling, if not illegal action. Why did these people “jump the gun” and act before they saw an official request (and the legal rationale for same) from the City and without checking with Corp Counsel about the propriety of their actions? Ask if an unspoken agenda is at work: are appointed — not elected — officials seeking to undo the will of elected officials? And try not to shoot the members who have attempted to act professionally and calmly, as opposed to others who have acted impulsively, fueled a sense of panic and have caused a perception – intended or not – that our mission and the welfare of employees are to be treated like toys in a political sandbox.
Tim Sheehan
