VIA EMAIL ONLY

April 14, 2023

Ms. Nicole Solas

Andrew Henneous, Esquire

Legal Counsel, South Kingstown School Committee

Dear Ms. Solas and Attorney Henneous:

We have completed an investigation into the Open Meetings Act (“OMA”) Complaint filed by Ms. Nicole Solas against the South Kingstown School Committee (“Committee”). For the reasons set forth herein, we find that the Committee did not violate the OMA.

The Complainant alleges that the Committee did not timely file meeting minutes for its October 1, 2022 meeting.   

Attorney Andrew Henneous submitted a substantive response on behalf of the Committee arguing that “[t]he October 1, 2022 meeting was not a meeting of the South Kingstown School Committee. It was a meeting of the South Kingstown School Building Committee (“SKSBC”). This body is advisory only and not required to file minutes.” (Parenthetical in original). The Committee contends that it “did not convene the meeting, preside over the meeting, or close the meeting.” The Committee maintains that the SKSBC meeting “was also posted as a potential School Committee meeting in the event that a quorum of School Committee members attended AND proceeded to engage in collective discussions over the school building project(s).” (Emphasis in original). The Committee provided affidavits from Committee members Kate McMahon Macinanti, Paula Whitford and Carol Vetter, which attested that the three members (along with then-member Mike Marran) attended the October 1 meeting of the SKSBC but did not have any collective, substantive discussions amongst themselves and the only Committee member that spoke at the SKSBC meeting was Committee member Whitford.

Based upon this Office’s review of the Committee’s webpage on the Secretary of State’s website, the document linked to the “agenda” for the October 1, 2022 meeting is entitled “South Kingstown School Building Committee Meeting Announcement.”[1] On or about December 29, 2022, the Committee posted “minutes” on the Secretary of State website for the October 1 meeting stating, “[t]he meeting held on Saturday, Oct. 1, 2022, at the South Kingstown High School Cafeteria was a School Building Committee meeting. Four members of the School Committee (Mike Marran, Kate Macinanti, Paula Whitford, and Carol Vetter) did attend the meeting but did not open the meeting, did not close the meeting, nor did they collectively discuss any school committee business. As such no votes were taken.”

We acknowledge Complainant’s rebuttal.

The OMA is implicated whenever a quorum of a public body convenes for a “meeting.” See R.I. Gen. Laws § 42-46-3; Fischer v. Zoning Board for the Town of Charlestown, 723 A.2d 294 (R.I. 1999). For purposes of the OMA, a “meeting” is defined as “the convening of a public body to discuss and/or act upon a matter over which the public body has supervision, control, jurisdiction, or advisory power.” R.I. Gen. Laws § 42-46-2(1); see also Zarella, et al. v. East Greenwich Town Planning Board, OM 03-02. A “quorum” is defined as “a simple majority of the membership of a public body.” R.I. Gen. Laws § 42-46-2(4).

It is noteworthy that a quorum may be created, and a meeting “convened,” by a “rolling” or “walking” quorum, where a majority of the members of a public body attain a quorum by a series of one-on-one conversations or interactions. See, e.g., In Re: South Kingstown School Committee Electronic Mail Policy, ADV OM 04-01 (series of email communications among a quorum of a Committee would satisfy the quorum requirement and implicate the OMA).

It is undisputed that the Committee is a “public body” subject to the OMA. It is undisputed that the Committee consists of six (6) members. Accordingly, four (4) members of the Committee constitute a quorum. See R.I. Gen. Laws §§ 42-46-2(5), (6). The sworn statements provided by the three (3) Committee members indicate that four (4) members of the Committee attended the October 1 meeting. See R.I. Gen. Laws § 42-46-2(6). Notably, Ms. Macinanti serves on the Committee as well as serving as the vice-chair of the SKSBC. The attestations from the three (3) Committee members maintain that no collective discussion amongst the Committee members about any matter over which the Committee has “supervision, control, jurisdiction or advisory power” took place. See R.I. Gen. Laws § 42-46-2(1). Based upon the undisputed evidence provided, we find that the Committee did not violate the OMA.

With respect to the SKSBC, as the Complainant’s allegations are against the Committee only, we need not substantively analyze the Committee’s argument that the SKSBC is an “advisory body” and thus exempt from filing meeting minutes. See R.I. Gen. Laws § 42-46-7(d). We do question this argument, however, given this Office’s prior finding in Solas v. South Kingstown School Building Committee, et al., OM 22-32 wherein this Office determined the Building Committee violated the OMA by failing to timely post minutes for its April 2021 meeting. In OM 22-32, the Building Committee did not argue that it was “solely advisory in nature” and exempt from R.I. Gen. Laws § 42-46-7(d). Based upon our review of the Building Committee’s webpage on the Secretary of State’s website, minutes for the October 1 meeting were posted on December 10, 2022. Nevertheless, the Complainant’s allegations were solely against the Committee, not the Building Committee, and thus our review is limited to determining whether the Committee violated the OMA, which we have found that it did not.

Conclusion

Although the Office of the Attorney General will not file suit in this matter, please be advised that nothing within the OMA prohibits an individual from instituting an action for injunctive or declaratory relief in Superior Court. See R.I. Gen. Laws § 42-46-8(c).  The OMA allows the Complainant to file a complaint within ninety (90) days from the date of the Attorney General’s closing of the complaint or within one hundred eighty (180) days of the alleged violation, whichever occurs later. See id. Please be advised that we are closing this Complaint as of the date of this letter.

We thank you for your interest in keeping government open and accountable to the public.

Sincerely,

PETER F. NERONHA

ATTORNEY GENERAL

/s/ Adam D. Roach

Adam D. Roach, Special Assistant Attorney General