THE COMMONWEALTH OF MASSACHUSETTS

OFFICE OF THE ATTORNEY GENERAL

ONE ASHBURTON PLACE
BOSTON, MASSACHUSETTS 02108
(617) 727-2200
(617) 727-4765 TTY
www.mass.gov/ago

August 19, 2022

OML 2022 – 168

VIA EMAIL ONLY

Attorney Michele E. Randazzo

KP Law
101 Arch Street
Boston, MA 02110
mrandazzo@k-plaw.com

RE: Open Meeting Law Complaint

Dear Attorney Randazzo:

This office received a complaint from Janice Loux on June 6, 2022, alleging that the
Williamstown Select Board (the “Board”) violated the Open Meeting Law, G.L. c. 30A, §§ 18-
25. The complaint was originally filed with the Board on April 20, 2022, and you responded on
behalf of the Board by letter dated May 10, 2022. 1 In her complaint, Ms. Loux alleges that a
quorum of the Board improperly deliberated outside of a public meeting via email.
Following our review, we find that the Board did not violate the Open Meeting Law by
discussing the appointment of a permanent Police Chief as specified in the complaint, but that
the Board did violate the Open Meeting Law when it engaged in serial communication regarding
other matters within its jurisdiction. In reaching this determination, we reviewed the original
complaint, the Board’s response to the complaint, and the complainant’s request for further
review. We also reviewed the minutes of the November 18 meeting, the Williamstown Charter,
the Employment Extension Agreements between the Town of Williamstown and the Interim
Town Manager Charles Blanchard (“Mr. Blanchard”), a video recording of the May 9, 2022,
meeting, 2 and the Board’s response to Ms. Loux’s public records request dated February 16,
2022.

1
Unless otherwise specified, all dates refer to 2021.
2
A video recording of the May 9, 2022, meeting may be found at: https://www.willinet.org/municipal-
meetings/select-board/.
 FACTS
We find the facts as follows. On April 12, the Board executed an employment agreement
with Charles Blanchard, appointing him to serve a six-month term as “Interim Town Manager.”
The Board extended Mr. Blanchard’s employment agreement twice: once on October 18, and
once on November 22. The Second Extension of Employment Agreement (the “Employment
Agreement”) included language stating that the “Interim Town Manager agrees not to appoint a
police chief except upon 14 days advance written notice to the Select Board of his intent to
appoint a specific named individual, which appointment shall not be effective until the expiration
of such 14-day period.”
On October 31, Mr. Blanchard emailed Board Chair Andy Hogeland and Member Hugh
Daley stating that he “would like to negotiate a three-year contact with [Mike Ziemba] to
become the next Chief of Police” and asking if Chair Hogeland and Member Daley would
support the proposed contract. Mr. Blanchard sent the same email to Board Members Jane
Patton, Jeff Johnson and Wade Hasty on November 6.
Between October 31 and November 21, all five Board members responded to Mr.
Blanchard’s proposal via email or in person. On October 31, Members Hogeland and Daley set
plans to discuss the permanent Police Chief appointment in-person with Mr. Blanchard. On
November 6, Member Patton made plans to discuss the appointment with Mr. Blanchard in
person. On November 15, Member Hasty emailed Chair Hogeland stating that “[Mr. Blanchard]
operated under the pretense that he could alter the Interim Police Chief Search Committee
process” and that he believes he should “have a say as to whether [Mr. Blanchard] is a good fit
for the current board.” On November 21, Member Johnson sent Mr. Blanchard and Chair
Hogeland a seven-step plan for hiring a permanent Police Chief, which included discussion of
Mr. Blanchard’s employment extension. The plan focused specifically on the police chief
appointment process and did not discuss policy priorities or qualifications to look for in a police
chief. On November 21, Chair Hogeland circulated a draft of the Employment Agreement to
Member Daley and presumably to Member Hasty, as evidenced by Member Hasty’s response on
November 21.
The complainant filed a public records request with the Board on February 16, 2022, in
which she requested “Any and all records . . . regarding [t]he interim town manager[‘]s
employment contract and extension contract, conditions of employment, and job description
including any clause or addendum that limits or grants the power to the interim town manager to
name or appoint a permanent police chief.” In response to the request, the Board released
numerous emails from the time period ranging from October 31 to November 21. The total email
correspondence among the Members during this time period comprised nearly 45 pages. The
emails primarily concerned Mr. Blanchard’s proposal to appoint a permanent Police Chief.
However, emails between Chair Hogeland, Member Hasty, Member Daley, and Member
Johnson also concerned the extension of Mr. Blanchard’s employment agreement.
DISCUSSION
1. The Board did not violate the Open Meeting Law by discussing the appointment of a
permanent Police Chief by email.

2
 The Open Meeting Law requires that all meetings of a public body be noticed and that
meetings be open to the public, unless an executive session is convened. G.L. c. 30A, §§ 20(a)-
(b), 21. A “meeting” is defined, in relevant part, as “a deliberation by a public body with respect
to any matter within the body's jurisdiction.” G.L. c 30A, § 18. The Law defines “deliberation”
as “an oral or written communication through any medium, including electronic mail, between or
among a quorum of a public body on any public business within its jurisdiction ....” Id. A
discussion is outside a body's jurisdiction where it concerns a decision over which the body has
no authority. See OML 2022-132; OML 2021-90; OML 2017-88. 3 Public bodies do not violate
the Open Meeting Law when they advise an official on a decision that the official has sole
authority to make outside of the public body’s jurisdiction. See OML 2015-93. Similarly, we
have explained that public bodies do not violate the Open Meeting Law when they provide input
to another public body on a matter that is solely within the other public body’s jurisdiction. See,
e.g., OML 2022-132; OML 2021-90. For purposes of the Open Meeting Law, a quorum is “a
simple majority of the members of the public body.” G.L. c. 30A, § 18; OML 2022-3.
The complaint alleges that the Board violated the Open Meeting Law by deliberating via
email about the “hiring of a permanent police chief in Williamstown.” The Board concedes that
its members communicated outside of an open meeting when they discussed the Police Chief
appointment via email. However, the Board argues that “It is not an [Open Meeting Law]
violation for the Town Manager to communicate with members of any public body, including the
Select Board, on a topic within his jurisdiction, in an advisory capacity.” We therefore consider
whether the matter discussed in the emails indeed falls within the Board’s jurisdiction.
The Williamstown Charter (the “Charter”) authorizes the Board to appoint a “Temporary
Manager” to “perform the duties of the [Town Manager]” while the Board searches for a new,
full-time Town Manager. Williamstown Charter, Section 12. The Charter grants the Town
Manager authority to “supervise and direct the administration of all departments, commissions,
boards and offices of the town, except those elected by the voters, or appointed by the [Board] or
by the Moderator.” Williamstown Charter, Section 15(a). The Charter also authorizes the Town
Manager to “appoint and remove such other officers and employees as he deems necessary to
carry out the powers and duties imposed upon him by this Act.” Williamstown Charter, Section
15(c).
The Employment Agreement requires Mr. Blanchard to provide “14 days advance written
notice to the Select Board” if he chooses to appoint a permanent Police Chief. The complainant
argues that this contractual clause “suggests a contractual control over the hiring of a police chief
by the [Board].” We disagree. We find that this clause, in attempting to regulate the conditions
under which Mr. Blanchard appoints the Police Chief, in fact acknowledges that the Temporary
Town Manager possesses sole jurisdiction over the Police Chief appointment.
After reviewing the plain language of the Charter and the Employment Agreement, we
find that the authority to appoint the Williamstown Police Chief rests exclusively with the Town
Manager. See Williamstown Charter, Section 12; Section 15(a). We find no indication, in the
Charter or elsewhere, that the Board is vested with any authority with regard to the appointment

3
All previous determinations issued by the Division can be found on the Attorney General’s website:
https://www.mass.gov/the-open-meeting-law.

3
of the Police Chief. We note that the Board did not, for example, merely delegate its own
authority to appoint a Police Chief to the Town Manager. Rather, the Charter vests the full
authority to appoint a Police Chief with the Town Manager, and by extension, the Temporary
Town Manager, who “perform[s] the duties of the office.” See Williamstown Charter, Section
12; Section 15(a). We find Mr. Blanchard to be serving the role of the “Temporary Town
Manager” as named in the Charter. See Williamstown Charter, Section 12. We find that the
decision to appoint a permanent Police Chief rests entirely within the jurisdiction of Mr.
Blanchard in his role of Temporary Town Manager. Further, we note that the Board only
provided Mr. Blanchard with input as to the process of appointing a Police Chief, and did not
discuss or convey policy goals or qualifications for a police chief. Therefore, the Board did not
violate the Open Meeting Law by discussing the Police Chief appointment via email.
2. The Board violated the Open Meeting Law by discussing the extension of the Interim
Town Manager’s employment agreement outside of an open meeting.
The complaint specifically requested our review of the Board’s discussion regarding the
“hiring of a permanent police chief in Williamstown.” While we find that the Board did not
violate the Open Meeting Law with respect to its discussion of hiring a permanent police chief as
that topic was not within the Board’s jurisdiction, we caution the Board that various other
elements of its discussion fell within its jurisdiction. Specifically, we find that Member Johnson,
Member Hasty, Member Daley, and Chair Hogeland discussed extending Mr. Blanchard’s
contract via email. While our office limits its review to the issues included in the original
complaint, we cannot ignore that at least four of the five Board members discussed an issue
entirely within their jurisdiction via email, outside of an open meeting.
A public body may not engage in a serial communication whereby a quorum
communicates in a non-contemporaneous manner outside of a meeting on a particular subject
matter within the public body's jurisdiction. See OML 2015-3; OML 2012-84; OML 2011-27;
McCrea v. Flaherty, 71 Mass. App. Ct. 637 (2008) (holding that private serial communications
violate the spirit of the Open Meeting Law and may not be used to circumvent the intent of the
Law). Extending Mr. Blanchard’s Employment Agreement is a matter within the Board’s
jurisdiction and is precisely the type of deliberative action that the Open Meeting Law requires
be conducted in an open and accessible manner. See OML 2020-83; OML 2018-6.
The Board argues that a quorum of members never engaged in deliberation on issues
within the Board’s jurisdiction, and that the emails do not amount to “serial communication.” We
disagree. We find the November 21 emails between Chair Hogeland, Member Daley, and
Member Hasty, as well as the November 22 email between Chair Hogeland and Member
Johnson to demonstrate that the Board members engaged in private non-contemporaneous
discussion specifically regarding the extension of Mr. Blanchard’s employment agreement.
The Board acknowledges that “there were a few isolated e-mails that covered topics both
within and outside of the Board’s jurisdiction” and that “there is room for the perception that a
quorum of the Board engaged in an e-mail ‘deliberation’ under the Open Meeting Law.” The
Board contends that it cured any potential violations when it disclosed the offending e-mails to
this office and to the complainant, and when the Board publicly discussed the Open Meeting
Law complaint during its May 9, 2022, meeting. Although we commend the Board for taking
these remedial actions, we find that this action was insufficient to fully remedy the violation.

4
 We find that disclosing the emails to one community member and our office is
insufficient to inform the public of the discussions regarding the extension of Mr. Blanchard’s
employment agreement. We order the Board to make the emails available to the public, either by
reading them aloud at an open meeting, or by attaching the emails to the minutes of an open
meeting. See OML 2022-3.
CONCLUSION
For the reasons stated above, we find that although the Board did not violate the Open
Meeting Law by discussing the appointment of a permanent Police Chief, it did violate the Open
Meeting Law by discussing other topics within its jurisdiction via email. We order the Board’s
immediate and future compliance with the Open Meeting Law and caution the Board that a
determination by our office of a similar violation in the future may be considered evidence of
intent to violate the Open Meeting Law. We also order the Board to make the emails about the
extension of Mr. Blanchard’s employment agreement available to the public in one of the ways
listed above. We now consider the complaint addressed by this determination to be resolved.
This determination does not address any other complaints that may be pending with our office or
the Board. Please feel free to contact the Division at (617) 963 - 2540 if you have any questions.

Sincerely,

Carrie Benedon
Assistant Attorney General
Division of Open Government

Assisted by: Emily Johnson, Legal Intern, Division of Open Government

cc: Janice Loux (via e-mail: Louxjanice@gmail.com)

Williamstown Select Board (via e-mail: selectboard@williamstownma.gov)

This determination was issued pursuant to G.L. c. 30A, § 23(c). A public body or any
member of a body aggrieved by a final order of the Attorney General may obtain judicial
review through an action filed in Superior Court pursuant to G.L. c. 30A, § 23(d). The
complaint must be filed in Superior Court within twenty-one days of receipt of a final
order.