McVeigh v. Vt. Sch. Boards Ass'n

• Decision Date: 05 November 2021
• Docket Number: No. 20-270,20-270
• Parties: Christopher MCVEIGH v. VERMONT SCHOOL BOARDS ASSOCIATION
• Court: Vermont Supreme Court

266 A.3d 763

Christopher MCVEIGH
v.
VERMONT SCHOOL BOARDS ASSOCIATION

No. 20-270

Supreme Court of Vermont.

March Term, 2021
November 5, 2021

Christopher McVeigh of McVeigh-Skiff, LLP, Burlington, for Plaintiff-Appellant.

Bernard D. Lambek of Zalinger Cameron & Lambek, Montpelier, for Defendant-Appellee.

John H. Klesch of Stitzel, Page & Fletcher, P.C., Burlington, and Francisco M. Negrón, Jr., Chief Legal Officer, Alexandria, Virginia, for Amicus Curiae National School Boards Association.

PRESENT: Reiber, C.J., Robinson,^* Eaton, Carroll and Cohen, JJ.

COHEN, J.

266 A.3d 764

¶ 1. Plaintiff Christopher McVeigh filed a complaint in the civil division of the superior court seeking a declaratory judgment that defendant, the Vermont School Boards Association (VSBA), is the functional equivalent of a public agency for purposes of the Vermont Public Records Act (PRA), and therefore must comply with plaintiff's request for copies of its records. The civil division concluded that the VSBA was not a public agency subject to the PRA and granted summary judgment in favor of the VSBA. We affirm.

¶ 2. In June 2019, plaintiff sent a letter to the VSBA requesting copies of any emails between the VSBA's executive director and the director of the Vermont Principals Association and the Vermont Superintendents Association from January 1, 2016, to June 18, 2019. The VSBA refused to comply, replying that it was a private nonprofit corporation and was not subject to public records requests. Plaintiff then filed this action in the civil division seeking a declaration that the VSBA was the functional equivalent of a public agency and that its records were open to public inspection and copying under the PRA. After limited discovery, the parties filed cross-motions for summary judgment.

¶ 3. The following facts were undisputed for purposes of summary judgment. The VSBA was incorporated in 1963 as a private Vermont nonprofit corporation. It is a membership organization made up of Vermont supervisory union boards, supervisory district boards, and private school boards. Any school board in Vermont has the option to join the VSBA, but membership is not required by state law. Membership and voting rights are open to both public and private school board members.

¶ 4. The VSBA has an executive director and a board of directors. The board is responsible for the oversight of the organization and provides guidance to the executive director concerning public policy. Currently, all members of the board of directors are from public school boards and are therefore publicly elected officials.

¶ 5. The VSBA's bylaws set forth the mission of the organization as follows: "The VSBA exists to achieve our vision for public education by supporting all school boards to serve as effective trustees for education on behalf of their communities and by providing a strong collective voice toward enhancing the cause of public education in Vermont." Under the heading "Goals," the bylaws state:

VSBA will support local school boards by:

1. advocating for high quality public education at the state and national levels;

2. providing education and training to prepare and assist board members to carry out their roles effectively;

3. researching issues, collecting and disseminating information[;]

4. providing legal and policy services[;]

5. providing a number of customized services to support boards in carrying out their roles.

¶ 6. Member school boards pay dues to the VSBA in accordance with Article IV of the bylaws. The VSBA also receives funding from fees for services to school districts, publications, grants from nongovernment sources, and service agreements with other education-related organizations. In fiscal year 2020, the VSBA budget anticipated

266 A.3d 765

that 53% of its income would come from membership dues, 12% from fees for services to school districts, and 31% from service agreements with other educational organizations, primarily the Vermont School Boards Insurance Trust. The remaining funds would come from publications sold by the organization.

¶ 7. The VSBA has four full-time employees. These employees advocate the VSBA's position to the Legislature and participate in policy development with the Agency of Education, the State Board of Education, and other educational organizations. The VSBA employees also provide training, support, and information updates for school board members; consulting services for member boards to assist with superintendent searches and evaluations, strategic planning, governance transitions, and policy governance; and consultation regarding legal questions, legal training, and general collective bargaining supports for school boards and superintendents. The VSBA publishes model policies and provides policy audits for members.

¶ 8. The VSBA is mentioned in several Vermont statutes. In 2018, the Legislature created the Commission on Public School Employee Health Benefits to determine premiums and employee expenses for health benefits on a statewide basis. 16 V.S.A. § 2102(a). The Act provides that five of the ten members of the commission are representatives of school employers and "shall be appointed by the organization...