Special Board Meeting, June 4, 2021

 

https://www.youtube.com/watch?v=inELTWU1I6I

Meeting is called to order, and the agenda is adopted.

Miller apologizes to the public that Tuesday’s special meeting was cancelled; she did not receive enough confirmations from board members to constitute a quorum. She summarizes the current situation with the board’s legal representation: a contract was signed by a board member with another legal firm and that signed contract was never produced, which she characterizes as being “borderline fraudulent.” Miller states she has sent this matter to the state agency for investigation. Since the matter of signing the contract with the Pugh Law Group is under investigation, it would be problematic for the board to consider signing any new contracts with that firm until the investigation is complete. Also, Miller continues, the board is in the middle of a competitive process to select legal representation and until that process is complete, the board remains without legal counsel. She characterizes this position as uncomfortable as she is without legal counsel to help her facilitate the board’s business without legal and ethical counsel. Miller states many of you have also expressed your discomfort with the lack of counsel, noting Joshua Thomas had sent her an email to that effect. With that stated, the only responsible vote tonight is to approve the contract with Karpinski, Cornbrooks, and Karp on an interim basis.

Vice-Chair Williams moves to accept the interim contract. Monteiro seconds.

Miller asks for roll to be called.

Ahmed inquires as to whether there will be discussion on the item.

Williams points out to Miller that yes, there should be discussion. Miller apologizes.

Queen asks for clarification about the statement the Pugh Law Firm is under investigation, noting in a court of law, people are presumed innocent until proven guilty. She is confused as to why they are judging someone before investigation. The board needs to be fair to every law firm.

Miller responds that she has not said anyone is guilty or innocent. This is a matter of what occurred at the April 28 meeting. She turned the matter of that meeting over to the office of Internal Audit and IG for investigation. The issue is that a contract was signed by a board member who is not authorized to sign contracts, and that board member and the Pugh Law Firm would not produce the signed contract, although the Pugh firm was the one who brought the matter of that signed contract to the board’s attention.

Queen states she was not finished with her three minutes and again clarifies that the Pugh Law Firm did not do something wrong.

Burroughs is recognized next and begins by stating he will not litigate the past. He wants it on the record that he disagrees with some of the characterizations made by Miller, and he will vote no on the motion.

Ahmed also states she will not vote for the contract. She understands there are concerns from some members. However, it’s concerning to her that the focus seems to be on the contracts and not the actual firms. If you recall the prior meetings, the board leadership stated that there were minimal changes between the contract executed with the Pugh firm and that done by contracting. Ahmed found significant differences in the contracts, though, including section 5 that specifies Karpinski, Cornbrooks, and Karp would handle matters designated to them by the chair and vice-chair rather than the entire board. This was a major change that was not disclosed and is not a typical process that she saw in prior legal contracts. She has concerns about the reporting structure.

Williams responds that typically directives have come from the chair or vice chair if the chair is not present. Board members can reach out to the attorney for advice or request information, but it is the authority of the chair to determine and facilitate the board’s work. Unfortunately, during the previous counsel, that did not always occur. Thus, when the invoices came to the chair for review, there were many additional charges. If you want to strike that language, she thinks it opens the board to higher bills and invoices with unknown charges if board members circumvent board leadership.

Ahmed responds that she hears Williams’ reasoning, but views this contract as essentially only providing service to board leadership. Williams responds that legal counsel reports to the entire board but authority to commit charges or fees has to be approved by the chair prior to reporting. Authority comes from the board chair to commit time, resources, and hours to the board attorney. Williams asks if Ahmed has an amendment, to which she responds no, she would like to hear from other colleagues.

Adams-Stafford is recognized next. She would like to remind colleagues that Board Member Williams made a motion at the May 12 meeting to void the contract between Burroughs and the Pugh Law Firm. She characterizes that activity as a distraction from board leadership doing something improper by directing staff to enter into a contract with Karpinski, Cornbrooks, and Karp, which the CEO also found improper. The Pugh situation has been referred for investigation but what leadership did was improper because board cannot direct the CEO’s staff to do anything. Adams-Stafford states that after comparing the two law firms and looking at who has experience in education and is based in Prince George’s County, she will be voting no as well.

Valentine asks for clarification on Ahmed’s point about leadership’s relationship to the legal counsel and whether this differs from previous practices. Miller responds that she had noticed when reviewing invoices from the prior legal counsel there would be additional charges. When she asked for clarification, legal counsel responded he would get calls from board members and would bill for the calls. Some type of method of accountability needs to be established. Williams adds, specifically the chair had several conversations with the previous legal counsel about invoicing. On occasion, there were items that were not appropriate for the board’s counsel to be working on, including providing advice to potential vendors. It is the vendor’s responsibility to have their own legal counsel. Dr. Eubanks and Dr. Thornton would give the authority for legal counsel to undertake actions and review. This change in language clarifies that practice.

Harris states his difficulty is in the differences in the contracts and that the board was not made aware of those differences.

Queen also makes a statement that it is bothersome to her as an elected board member that she has to learn about things being done differently. This is no disrespect to the chair or others appointed by the county executive, but board members have equal authority, and it bothers her that the chair and vice-chair, who are appointed, have more authority. Queen notes she is trying to do an end of the year event, and the chair is holding her up from sending something out. She is quite upset that she tries to support the chair and vice chair but they don’t support the members who are elected and trying to serve the public. So she will not support the contract, and it has nothing to do with the law firms. She does not trust the decisions being made by the chair.

Miller wants to respond, but Murray has his hand up. Nevertheless, Miller wants to interject: let’s be transparent. You are making allegations, and they are….not true. I just have to say that.

Murray states he placed a call with Karpinski because he was so concerned about the contract. He goes on to report that Karpinski was not aware that the board had not already approved the contract. Also, Karpinski has not called Murray back to answer some basic questions, so it is clear the firm will not be working for the entire board.

Williams responds this is the exact reason there has to be leadership on the board. There are times when the chair delegates responsibility. Williams was delegated with the contract. As an elected board member too, she has a fiduciary responsibility to not only District 9 but also the entire county. When they were looking to bring on legal counsel, they went through the process and Karpinski, Cornbrooks, and Karp were recommended. Williams told Karpinski the procurement process allowed for this contract as it is under $25,000. Every time there has been a hiccup, Williams has informed the firm that they are on pause, which explains why they are not responding to board members because they have not been given notice to proceed and bill. That is why board leadership needs to be allowed to facilitate the work of the board.

Thomas is recognized. He wants to state for the record for the reasons already mentioned he will not be voting for this contract. In response to the vice-chair’s recent comments, he wants to reiterate that unified leadership works with all members of the board. He has tried to have conversations with the board leadership have been ignored and wants to make that clear to the public.

The motion to accept the legal contract of Karpinski, Cornbrooks, and Karp is voted on.

Yes:

Boozer-Strother, Valentine, Williams, Miller

No:

Adams-Stafford, Ahmed, Burroughs, Harris, Murray, Thomas

Abstain:

Monteiro, Queen

Ninah Jackson, Student Member, cannot vote.

Motion fails.

Burroughs makes a motion to approve the contract with the Pugh firm, which is seconded.

He then states, for the record, Ms. Rosalind Pugh’s qualifications, including her BA in elementary education from Bowie State, her children and grandchildren graduating/attending PGCPS, and her experience representing families in disciplinary hearings and teachers.

Williams clarifies her support for Pugh as a female African-American attorney and is appreciative of her work in Prince George’s County. But when there is a challenge to actions under procurement law, it is advisable to not proceed with more contracts with that party. Therefore it is the responsible action, as explained by the board chair in her opening remarks, to move forward with the other firm. Additionally, a few Fridays ago, Dr. Miller received a notification from Ms. Pugh that she wanted to withdraw, and then last Friday, they received another notification that she wanted to be reconsidered. Williams is challenged by that wavering.

Queen says she can understand Williams’ challenge. She too was challenged by wanting to do the event with all the board, but she was told by some citizens they would not come to an event if all board members sponsored it. As a result, she decided to do the event with just a few of the board members. Queen clarifies this is just a temporary contract to the end of June, correct.

Williams answers her understanding is correct. They are in the midst of a competitive contract bidding process and neither firm entered that process. This decision is really not about the legal firm but is really about how we as board members choose to operate.

Ahmed would like to make a friendly amendment to Burroughs’ motion to add a direction pursuant to board policy that the chair shall sign the contract by the close of business on Monday, June 7. Burroughs agrees to that amendment and restates the motion. Ahmed also would like to mention that what vice chair has stated is there is an advisement not to proceed with Pugh contract but that is coming from chair and vice chair. What has been advised to the board from administration, however, is that they should select the firm.

Miller notes that they can vote on motion but states the board will have to look for additional legal representation because the prior Pugh Firm contract is under investigation. She also asks that since Mr. Burroughs is part of that investigation that he recuse himself from the vote. The motion is voted on, although two hands are raised but discussion period is over.

Yes:

Adams-Stafford, Ahmed, Burroughs, Harris, Murray, Queen, Thomas

No:

Boozer-Strother,  Williams, Miller

Abstain:

Monteiro, Valentine

Motion carries, and meeting is adjourned.