AG Clears Williamstown Select Board in Open Meeting Complaint
WILLIAMSTOWN, Mass. — The Attorney General's Office on Wednesday cleared the Select Board in an Open Meeting Law complaint filed by iBerkshires.com while simultaneously confirming the supposition at the heart of the complaint.
The AGO found that the board did technically violate the OML when it moved to executive session on May 11, a misstep the board previously acknowledged in its response to the complaint.
The meeting in question was held behind closed doors to discuss the town's response to a proposal from Williams College to acquire the former town garage site at 59 Water St.
At the time of the May 11 meeting, the board had held no public discussion, let alone a vote, on whether to enter into negotiations with Williams, the lone respondent to a request for proposals issued by the town for the 1.27-acre parcel.
The board cited an exception to the Open Meeting Law that states executive sessions are appropriate if, "holding the discussion in open session may have a detrimental effect on the Board's negotiating position."
iBerkshires.com maintained in its complaint that the executive session was premature given the fact that the board on May 11 had no one to negotiate with as it had not agreed — publicly — to negotiate with the college.
The news organization cited the fact that the town's RFP clearly indicated a multi-step process in which the board first would decide whether to engage with any of the respondents (assuming multiple bids were made) and then enter into negotiation with one of the respondents.
And, in fact, the board ultimately decided at its June 8 meeting to negotiate with Williams and held another executive session for the same stated purpose.
The problem, as the AGO's determination reveals, is that the May 11 executive session is where discussions of strategy to discuss a response to Williams really began.
iBerkshires.com the weekend before the meeting alerted then-Chair Stephanie Boyd about its concerns regarding the premature nature of a May 11 executive session to discuss negotiating strategy.
Boyd's response indicates that the board's intention was to have a more general discussion about the site, not a deliberation on the specifics of the Williams proposal the town received on April 15.
"The discussion of the merits of a proposal and the decision on whether to engage with a respondent is very much of interest to the public," iBerkshires.com reporter Stephen Dravis told Boyd on May 9. "More to the point, it's impossible to see how having that deliberation in public could be detrimental to the town's negotiating position, since there IS no negotiating to be done until the board decides to do so."
Boyd responded two days later, on the morning of the planned meeting.
"Our conversation in the Executive Session will be limited to discussing the value of the property that may be detrimental to our negotiating position if made in public," Boyd wrote. "This morning, I checked in with our town council [sic] to get their advice and guidance on complying with the OML."
In fact, the Attorney General's Office, which reviewed minutes of the May 11 executive session, paints a different picture.
"In executive session the Board received an update from the Town Manager regarding the timeline for the Town's review of the College's proposal," the AGO's determination reads. "After the Town Manager provided this information and left the meeting, Chair Boyd explained that she had discussed the propriety of that evening's executive session with legal counsel. The Board then discussed site features such as the culvert and the access road; potential for tax revenue if the site were to be used for commercial or residential development; approaches it might take in future negotiations for the property including swapping the property for an alternative or changing the College's proposed annual payments to the school district."
It is worth noting that if the board wanted to discuss the "culvert and the access road," it could have had that discussion at any point prior to receiving the Williams offer on April 15. And, without an offer on the table, such a discussion would not have prompted an OML complaint.
However, the phrase, "changing the College's proposed annual payments," clearly indicates that unlike what Boyd suggested in her May 11 email, the board was, in reality, meeting in executive session that night to discuss the Williams College proposal — a proposal it would not discuss or vote on publicly until nearly a month later.
Nevertheless, the AGO sided with the Select Board in dismissing iBerkshires.com's complaint, saying, "We do not read Purpose 6 [for executive session in the OML] as narrowly as the Complainant urges."
The Attorney General's Office did take the Select Board to task for the method it used to go into executive session on May 11.
The law requires such actions be taken on a roll call vote of all members of the body present in the meeting. Instead, Boyd simply declared that Purpose 6 for executive session in the OML applies and gaveled out of open session.
Four days after the May 11 meeting, after iBerkshires.com inquired about the method used to call the executive session, the board held a noon video conference to hold an ex post facto vote, "to confirm vote for the Executive Session of May 11, 2026."
The AGO's determination reminded the board that, "The executive session convening procedures, including the vote to convene in executive session, are intended to create a clear record of what occurred and to reflect the significance of holding a discussion behind closed doors."
The breach of that technicality prompted a corrective notice from the state authority. "We order the Board's immediate and future compliance with the Open Meeting Law and caution that similar future violations may be considered evidence of an intent to violate the Law," Division of Open Government Assistant Attorney General Elizabeth Carnes Flynn wrote.
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