[Update 2] The original resolution stated that a contract for the General Counsel services would be negotiated between the incoming GC and Carstarphen. The final resolution that was voted upon provided the following procedure for the negotiations:
The contract for D. Glenn Brock as general counsel will be negotiated by an independent outside counsel representing the Board and will be subject to the Board’s approval in accordance with the APS Charter and applicable board policy;
The post below has been updated to incorporate this information.
[Correction – the final vote, previously reported as 5-2. was 6-2 with Board member Matt Westmorland voting for the resolution by phone. The post has been corrected to reflect this change.]
narrow vote of 6-2, the Atlanta Public School Board of Education voted to appoint D. Glenn Brock of Nelson Mullins Riley & Scarborough LLP as General Counsel – see resolution here. Under the resolution approved, Mr. Brock will serve as General Counsel under a contract between APS and his law firm and he will not be an employee of APS. The contract for his services has not yet been negotiated and it will be up to incoming Superintendent Carstarphen to negotiate the terms and conditions for his service will be negotiated by independent outside counsel and brought back to the Board for approval.
Board members Nancy Meister and Steven Lee voted against the resolution (
Matt Westmoreland and Byron Amos was not present at 1 a.m. when the vote was taken). For more background on the selection see yesterday’s post here and see the video of the Board discussion here.
The resolution appointing Brock had the recommendation and support of outgoing Superintendent Davis who fielded a number of questions and addressed concern from Board members during the hour-long discussion on the issue. Several Board members indicated a concern that the resolution had only been provided to the Board members late the previous day and that the process appeared to be rushed and did not allow sufficient time for a complete and thorough assessment of the proposal.
In addition, certain Board members asked why the appointment could not be delayed until the next formal Board meeting at which time the details of the contractual relationship could be reviewed along with an assessment of how the legal department would be restructured and what cost savings could be anticipated. However, these concerns appear to have been set aside on the basis that it was necessary to put Brock in place now to conduct the assessment and delaying the appointment would simply delay the overall transition process.
My sense is that this was a critical vote and, for the record, below are some specific quotes by Board members on the issue (quotes in italics). The quotes appear in the order they were delivered.
Nancy Meister – …this came to us rather quickly this week, I have a really hard time… in supporting this. It is the responsibility of this Board before we [enter] into a contract like this of this magnitude, we need to understand how this will be better structured since this is a new model for the system, …how time will be split between two districts – Fulton and Atlanta Public Schools – with each having the same General Counsel. And I wish we had more time to assess all this and to understand the minutia that is going to go into it…I cannot support it because I think it is premature and I do not have enough information and it is lacking in transparency to this Board.
Chairman English questioned Meister on whether she had reached out to either the superintendent or to Brock with her questions. Meister responded,
[Meister continued] I would have expected… that the superintendent would reach out to [each of us] and tell us about this prior to finding out about this…I think getting a resolution yesterday at 4 o’clock and having time to have deep discussion on this and there was not enough time and this could wait until our July meeting.
Steven Lee – I am in line and in agreement with Board member Meister and I am too having a very difficult time with this. There are just a lot of unanswered questions and a lot of ambiguities that I am not comfortable with…I would …look to this Board to postpone the consideration of this resolution… If we are going to make a serious decision, I don’t feel we need to rush into this. At this time I am not comfortable with this…My motion would be to table the issue. [The motion to table was rescinded due to procedural issues]
Jason Esteves – Mr. Davis, does this resolution change the structure of… the legal department. [Davis responded that it did not]. So [the resolution] does not commit APS to a contract with Nelson Mullins [Brock’s law firm] at this time? [Davis – I do not interpret it that way]…I hear my colleagues on the Board concerns on the timing and I share in those concerns…All that being said, I have had discussions with the Superintendent and with Glenn Brock and feel comfortable that this is the direction that I would want to see…in making the school system more effective and efficient.
Cynthia Briscoe Brown – How long would it take to negotiate the contract? [Davis responded that it could take several weeks]. My thought is whether or not that contract could be ready by our next Board meeting…[Davis – we can certainly start that process].
Steven Lee – If we could have the contract ready by the next Board meeting…I do not see the urgency of passing this tonight…Again, my recommendation would be to postpone this until the next meeting.
Courtney English – …he [Brock] is currently serving as counsel to the transition team… [and dealing with the many issues that arise in the transition]. Most of his work on the transition team has been getting people on board…and assisting on governance issues…
Leslie Grant – … [per the resolution] the General Counsel shall be appointed by the Superintendent with the advice and consent of the Board. We have a current superintendent who is recommending this – we have an incoming superintendent who is recommending this, so basically we have two superintendents who are making this recommendation. I am very sensitive to the procedure and how this is looking kind of quick – we do want to be as transparent as possible. I think one of the most important role we have as a Board in helping to accomplish the transition we want to see in this district is to be aligned with the superintendent. I think that the words “trust but verify” are extremely important. I think the content of the contract, the scope of the work, the way the department will be shaped…the relationship with the law firm – all of those things we must ensure that we verify through accountability…I also want to be very clear that our relationship with the superintendent is extremely important.
Courtney English – Information is important, but it is incumbent upon us to get the information…I don’t think it is fair to say we have not had enough time to study the issue, because I feel that we have. So it is incumbent upon us as responsible Board members to reach out to the new superintendent or reach out to Glenn Brock…to get the questions answered…I do not think that it is accurate to say this is something new – because it is not.
Eshe’ Collins – …At the beginning I did have some of the same sentiments that Steve [Lee] and Nancy [Meister] had…and I took it upon myself to get more information…The issue for many of us was the fact that if we do retain Mr. Brock, will this solidify that Nelson Mullin will be the sole provider of legal services… We received three legal opinions that this practice is not uncommon …The specifics of the contracts have not been negotiated, but we…need to move forward and I think the General Counsel piece is one. Hopefully we can have the contract negotiated by our July 14th Board meeting. .. I support the resolution as it stands today.
Nancy Meister – Erroll [Davis]…do you know… what the cost savings or the benefits will be of going with an outside counsel?… My biggest problem is changing the model without doing an analysis. [Davis responded] the short answer is no…Mr. Brock’s first task will be to answer those questions…but there is no answer to the question now.
Cynthia Briscoe Brown – I am generally in agreement with my colleague [Esteves]…both in my conviction that this is the right way for APS to go and the concerns in the way we have gone about this…I understand that things move quickly,…we did not receive the two of the legal opinions until today…that kind of timing makes is very difficult when we are trying to make big decisions…Had we had the information earlier, I would feel more comfortable moving forward… That said, I agree with Jason [Esteves]and would like to move forward to call the question [subsequently rescinded for procedural reasons].
Steven Lee – Superintendent – will we still have attorneys on staff at APS or will all of our legal go to outside General Counsel? Davis responded that the resolution does not address that issue at all. If this resolution is passed, it has no impact on current employees. My conversations with the new superintendent indicate that there will always be lawyers on staff – the question is how large a team it will be…On its face there is nothing in this resolution that impacts the structure of the present organization and it makes no commitment to change the present organization…Those types of decisions will be made after study and discussion with current staff.
The vote was then held on the resolution and it passed 6-2 with Meister and Lee voting against.
I concur with the Board members that stated that the process seemed rushed and that many questions remained unanswered. I believe the appropriate move would have been to delay the vote until the next Board meeting and to a time when many unresolved questions could be put to rest. However, obviously a bare majority of the Board thought differently.
My sense is that the words used by Grant – trust, but verify – will not only come in handy in holding the new superintendent accountable for a positive outcome on the selection and possible restructuring, but also as it relates to the Board members who voted for this without a substantial amount of information regarding the relationship between APS and the outside – and contracted for – General Counsel.
Congratulations Mr. Brock – we do wish you every success in your new position.
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