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Einstein board may have broken public meetings law in dealing with resignation of CEO

Last week, the board for Einstein Charter Schools met behind closed doors for nearly three hours. Then they called the public back in and made an announcement about CEO Shawn Toranto.

“We now have a letter of resignation from Ms. Toranto for the purposes of retirement,” board president Chris Bowman said. “Since that’s the case, we now have to amend the agenda to take care of two items.”

He had received that letter a day earlier, 20 minutes before the charter group sent out a public notice about the meeting.

The agenda made no mention of Toranto’s resignation; it just said the board would discuss “personnel issues” related to her. It didn’t say the board would interview people for the interim CEO post, which apparently occurred during the closed-door session. Or that the board would appoint an interim CEO.

Those omissions may have violated the state Open Meetings Law. It requires government bodies to notify the public of their meetings in advance and to post agendas noting each matter to be considered.

“It seems like a failure of the notice they’re supposed to provide,” said Scott Sternberg, an attorney with Sternberg, Naccari & White. He represents the Louisiana Press Association and The Lens and is well-versed on open government laws.

“Don’t parents deserve to know the CEO resigned so they can show up and learn why?” Sternberg said. “The whole open meetings idea is that you can see what government’s doing.”

No public discussion of leadership changes

The agenda for the April 3 meeting, sent out the day before, didn’t say the board would vote on anything. It said the board would meet privately to discuss two things: Toranto and a lawsuit regarding the group’s busing dispute with the Orleans Parish School Board.

Asked why Toranto’s resignation wasn’t on the agenda, Bowman said, “I don’t know, to be honest with you.

“I’m sure when this is reported that I’ll look bad for doing this, but the truth is that we had her resignation letter before the meeting. But we were not discussing her resignation letter.”

Bowman also suggested that Toranto “could have changed her mind.”

Toranto wasn’t the only employee the board talked about behind closed doors. They also evaluated administrators who could lead Einstein in the short-term, board attorney Lee Reid said at the meeting.

“They had the opportunity to discuss the character and competency of several individuals that they were considering for the interim CEO position,” Reid told the audience. “They were able to ask some questions and to discuss, again, the character and competency.”

The state’s Open Meetings Law allows public bodies to discuss an individual behind closed doors, but the person must be notified beforehand, and they can ask to have the discussion take place in the open.

The administrators weren’t notified beforehand. Bowman said that’s because they always attend meetings to give reports.

Such reports are generally given in public.
Bowman’s account of what happened in that executive session contradicted what the board’s lawyer said.

“As soon as we got Ms. Toranto’s resignation, then we moved to see who we could talk to,” Bowman said. “We didn’t discuss any of them in executive session. But we invited them back in to come and talk with us about being a potential person” to lead the charter organization.

If the board didn’t discuss the interim CEO candidates in private, they didn’t discuss them at all. After Reid told the public what had happened during the closed-door session, Bowman asked, “Do we have a motion to nominate someone to take the position of interim CEO?”

Another board member quickly responded. “At this time I would nominate Daniel Davis as interim CEO.”

They voted unanimously, without discussion, to appoint Davis, who had been Einstein’s chief strategy officer.

Sternberg said the law allows the public to watch deliberations, such as selecting an interim CEO.

“It’s so parents can be part of the discussion of who it is they’re going to hire,” he said.

“If the agenda didn’t communicate what they were doing in that executive session, that would certainly violate the spirit of the law, if not the letter of the law,” Sternberg said.

Other charter nonprofits have had similar problems. ReNEW Schools hired a CEO after interviewing candidates in meetings that weren’t announced to the public. The state Department of Education cited ReNEW for violating the Open Meetings Law.

New Orleans College Prep did the same thing.

Changing agendas ‘could become a subterfuge’

The Louisiana Attorney General’s Office answers public officials’ questions about how to comply with the law. A 2007 opinion addressed meeting agendas.

In that case, a parish police jury decided during a meeting to amend its agenda to discuss a member of a local hospital board. The police jury ended up voting to remove the person from the board.

Assistant Attorney General Kerry Kilpatrick wrote that there was some question about whether the police jury had provided sufficient notice about the removal of the hospital board member.

Public bodies should avoid frequently amending agendas, Kilpatrick wrote, because it “could become a subterfuge for avoiding advance public notice of the actual agenda.”

She cited an earlier opinion saying a public body is allowed to add something to an agenda if “discussion of the issue was not contemplated” when the agenda was created.

If the police jury considered removing the hospital board member when the agenda was created, that “would, of course, invalidate the police jury’s action,” Kilpatrick wrote.

Decisions made at a meeting that violates the Open Meetings Law can be voided by a judge if someone files suit within 60 days.

A spokeswoman for the Orleans Parish School Board, which oversees Einstein, did not immediately respond to a request for comment.

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About Marta Jewson

Marta Jewson covers education in New Orleans for The Lens. She began her reporting career covering charter schools for The Lens and helped found the hyperlocal news site Mid-City Messenger. Jewson returned to New Orleans in the fall of 2014 after covering education for the St. Cloud Times in Minnesota. She graduated from the University of Wisconsin-Madison with majors in journalism and social welfare and a concentration in educational policy studies.