Albion College President Mathew Johnson apologized to Hazel Lias and in person, that is fact.
It’s also a fact that it’s not enough.
Johnson had no problem embarrassing a woman who is loved by thousands of “her school kids” from Albion and by the community as a whole. Mrs. Lias is a Matriarch for sure and people go to her for advice and comfort. So, what we have is a President of one of the best colleges in the country thinking it is alright to accost this dear lady. Think about that.
I could go on and on about this, but it would be a waste of time. Johnson has led a group of people that includes members of Albion City Council members Marcola Lawler, Nora Jackson and Linda LaNoue. Add to this Local school board members Richard Lindsey and Matt Davis have all stated their complete support for him and have all pushed his private agenda to force change in Albion and in the school district. Change is good, change that benefits yourself is wrong.
So now what?
This writer is requesting the Albion College Board of Trustees to ask for Mathew Johnsons’ resignation, termination or place on leave permanently, and do this immediately. He has no business walking the streets of Albion and certainly not the beautiful campus of Albion College.
While attending a basketball tournament at Albion Colleges Kresge Gymnasium Albion College President Mathew Johnson made a totally unprovoked attack on Albion matriarch Hazel Lias. The tournament was sponsored by Albion College Trustee Jeffrey Weedman who had dedicated this tournament to his father in-law. Weedman along with college Trustees Joseph Calvaruso and Joey Miller were in attendance. Also in attendance were residents from Hanover Horton and Jackson that participated in the tournament.
The attack happened down on the basketball court in front of the crowd present. Johnson leveled accusations against Lias and Albion resident Maurice Big Moe Barry. Barry is a local leader that works with community members on a variety of causes and is well respected. Johnson accused Barry of interfering with a protest at the college campus. This writer was present at this protest standing near him and all he did was observe and support students with quiet words of encouragement.
According to witnesses what was most disturbing was Johnson’s tone and his pointing close to the face of Lias as if to “talk down to her” according to one source. As he stepped forward pointing she leaned back. That is what witnesses thought was a push.
Since this situation occurred on Tuesday night Johnson has canceled the Albion College Community Holiday Party that was scheduled for 7:00 P.M. tonight. Sources said that Johnson fears for his safety as the reason for the cancellation. The party was to happen at his residence on Michigan Avenue.
City Watch has been monitoring social media and calls for his resignation or termination is growing. Many wonder why law enforcement has not been involved.
As most of the community are aware Lopez Taco House has suffered an electrical fire early in the morning of Dec 6th, 2021.
Lopez Taco House has been an institution in Albion since 1975 when founded by Maria and Manuel Lopez. Now run by son Dan along with cousins the restaurant is very proud of their 46 years of service to the greater Albion Area.
When interviewed today Dan stated that they have no insurance and that this fire was devastating to him and his family. He said “I have been crying today because I can’t wrap my head around this. We are already as you see, working on cleanup and working on repairs to the building”.
They acknowledged the outpouring of support today has been wonderful. Dan said it is great but he and the family need help, everything from repairs to money to fund operations. As his cousin Kayla Ortiz said, “We humbly ask for help”.
Most of the fire was located in the front of the restaurant but there is heavy smoke damage. It appears the fire happened due to an extension cord connected to decorations in the front window he said.
The family expressed their thanks and asks if anyone wishes to donate to this, the official donation page authorized by Dan and the family.
Yesterday City Watch did a story that questioned why Interim-Superintendent Becky Jones failed to advise the community of a potentially dangerous situation at the Opportunity High School in Albion. Though City Watch was happy to report the situation at the high school in Albion there still are questions as to why parents had to find out of this situation from their child or City Watch and not the school district.
It appears the school district did exactly what it was supposed to do, for the most part. But this writer is pretty sure the districts failure to advise parents that there was more of a threat than what was released is going to be a problem. Many questions are now opened, why did Albion Police fail to make this a criminal matter? This question is most certainly one that may open a whole new can of worms.
In a letter from Marshall Public Schools Interim-Superintendent Becky Jones, which is located at the bottom of this article, she explains a situation that occurred at the Marshall Opportunity High School (MOHS) located in Albion Michigan on Thursday December 2. This situation is serious in light of multiple threats from around the state since the November 30 shooting rampage at Oxford High School by a student that killed four other students.
In her letter to parents she stated, “The incident remains under investigation, however, there is no current threat to the building”. According to sources the Superintendent based this comment on what she knew on Thursday, and this was a correct statement.
What Happened
Thursday a student allegedly threatened to kill a teacher and shoot up the school near the end of the day. Staff at MOHS did exactly what they should have and isolated the student and called the Albion Department of Public Safety. (ADPS) At some point the students’ mother was contacted as well.
Upon investigation it was decided that the student needed a mental health evaluation and that in fact threats were made. The student refused any help and was placed in handcuffs and taken to Oaklawn Hospital in Marshall by police according to sources, for an evaluation.
What MOHS Knew
As far as any staff at the MOHS knew the situation was being handled as a criminal and mental health case. Come Friday the school was contacted that in fact the student had been released the evening before from Oaklawn and not to law enforcement officers for potential criminal charges. According to several sources at this point ADPS along with Calhoun County Sheriff’s Deputies were patrolling the school and area.
Friday
Staff at MOHS was in a heightened state of readiness during the day. Normal routines were changed according to students. Sources stated that several parents either did not send their child to school Friday or came and picked them up. What has not happened is the Superintendent did not send a follow-up letter to parents regarding the situation. “An email to me would have been nice, imagine how upset I was when my child got home and told me what happened Friday” said one parent.
We do know on Friday the student involved eventually would arrive at the school on the east end putting the school in lockdown and police were quick to respond and with weapons drawn according to witnesses, the student was taken into custody. According to several sources students were shaken yet school would continue.
Further Information is Being Sought
City Watch is working aggressively talking with parents, students and others to find out all the details. We will be getting copies of police reports to see why the student involved in this was not held by law enforcement on Thursday after evaluation. We will be reaching out to the Superintendents’ office Monday for further answers on why parents were left in the dark.
Any parent or student who wishes to speak with City Watch off the Record may contact us at facej781@gmail.com
Superintendent Letter
Marshall Public Schools 100 E. Green Street Marshall, Michigan 49068 December 2, 2021
Dear MPS Families, Today at the Opportunity High School, while speaking to a staff member and his peers, a student threatened violence against the school, members of the school community, and himself. The student was isolated and police were dispatched to the building. After interviewing the student and speaking to his parent, he was turned over to the authorities. The incident remains under investigation, however, there is no current threat to the building. MPS is thankful for the support from local law enforcement as well as the staff and students who acted swiftly, intentionally, and according to established procedures.
We must use this event, as well as recent events from around the state, as a reminder to remain diligent. In the coming days, all building administrators, teachers, and support staff will review our current Emergency Operating Procedures (EOP). As of January 2020, school districts were required by the Michigan Department of Education to have an EOP in place, conduct three school safety drills annually, and report certain crimes to State Police within 24 hours. While preparation does not limit the probability of this type of occurrence, being knowledgeable, aware, and equipped to handle any emergency that may arise is our best hope for mitigation. I know these can be very trying times; a feeling of safety and security is a fundamental necessity for us all. Do not hesitate to reach out should you find yourself in need of support or if you are having concerns about another member of our district family. Staff members, building administrators, and the Central Office team are here for you.
Sincerely, Becky Jones Interim-Superintendent Marshall Public Schools
It started just to report on the topic of the times which was then City Manager Sheryl Mitchell as the city council was trying to oust her. It would dwarf into taking detailed and controversial looks at the City Council and items around town.
We have reported on parades, celebrations and the good things happening in Albion. We have been cheered as fair and factual to being fake NEWS by the same people. My friend who is a journalist in Kalamazoo once said “welcome to the jungle John it never gets better but at least you have your integrity”.
City Watch will continue to bring you the latest NEWS despite the “powers that be” who wish to silence us. Truth and facts always prevail. When you hear them saying we are fake NEWS it’s time to take a closer look at them and read City Watch.
“Placing a new item on the agenda for council meetings is her right” when asked a couple months ago by this reporter. She also knew the latest it could be done.
This morning council member Linda LaNoue placed an item that states: Discussion Mayor Snyder’s Oct 11 public comment to MPS Board RE April 24 council meeting.
This stems from public comments that Snyder made to the school board. A series of email back and forth with LaNoue and council members occurred. LaNoue eventually stating this needs to be resolved.
Along with Council member Lawlers resolution that has the city tied to Albion College President we have yet another potential divisuve item for tonight.
LaNoue led the charge if you remember to remove City Manager Snyder earlier this year and famously chose not to attend that meeting where a couple dozen people spoke up for the manager and against the council.
Albion City Council meeting starts at 7:00 P.M. at city hall. If you want to speak about this do it in the first public comment time.
Below you will see a copy of a post written by we assume Marcola Lawler. It is a detailed explanation of her feelings of promises made by Albion College President Mathew Johnson. The post below was put on her council Facebook page on October 26 at 5:55 P.M. Ms Lawler is the City of Albions Council member for the 4th Precinct.
On October 28 ( take note of the dates) Ms. Lawler gave the City a request to include a resolution (We assume written by Lawler as well, shown bottom, look at writing styles of both documents) for Monday nights council meeting, that will ask the Albion City Council to consider and pass the resolution regarding Johnsons vision, not Ms. Lawlers.
Now according to Lawler, Johnson made promises to her that funds would be available for low cost housing, renovations to the Washington Gardner school. He asked her for support of his vision which as you see below she gave. So because he promised everything she wanted to hear she appears willing to bring a resolution forward that is named after, wait for it, Dr. Johnson.
Now the fact that Johnson appears to have the votes needed to adopt his resolution should be concerning to all of us. No one single person should have a majority of elected officials beholding to him. The same applies to the Marshall Board of Education who also has members beholding to Johnson.
Many have asked over the last few days what exactly is going on? Why one questioner asked, does Johnson want the new school if the bond passes beside Washington Gardner which has no room and not at the old high school on Watson? Why did the School systems own survey show a majority of Albion area voters say they want the school at the Watson street location yet the school board plans on placing it at Washington Gardner? The biggest question is why are the members of Albion’s City Council unwilling to talk to citizens? Why have they not reached out to members in the community on whether we as a city should give our entire support?
Where does the money come from for Johnsons “dream”? It will take millions to accomplish and he has yet to raise nearly enough, so if he decides not to raise the money but instead raid the colleges endowment the college will be in serious financial trouble as they are already slowly making a downward trend money wise. Of course that might explain why he has redirected funds from staff and students to cover shortfalls.
Monday night at 7:00 P.M. your council will commit all of us to Mathew Johnsons vision, not theirs. Not sure why the hell we voted them on to council. If you are good Johnsons vision so be it. If not start calling your council members and tell them to stop Johnson from controlling them. Better yet show up and tell them in person during the first audience speaks session. Johnson has his supporters lined up to do so.
One further note. Just because you don’t think you are selling votes doesn’t mean you aren’t. I recall from my criminal justice class in high school, never lie to the feds, that alone gets you prison time. Ask Martha Stewart she knows.
RESOLUTION #2021-36
A RESOLUTION RESTATING THE CITY’S SUPPORT FOR DR. JOHNSON’S VISION
Council Member ____________ moved, supported by Council Member _______________, to approve the following resolution.
WHEREAS, On Saturday, April 24, 2021, the Albion City Council at a special meeting approved 5-2 a motion to support Albion College President Johnson’s approach to public-private partnership outline in the letter entitled “Vision for the Future of Albion, the College and the City: and
WHEREAS, The Albion City Council’s approved motion supporting the public-private partnership vision made no exceptions, so it included support for the entire contents of the vision document, thus including and supporting the Washington Gardner site option; and
WHEREAS, The Albion City Council recognizes that access to quality education is an essential component of a sustainable and competitive community for residents and businesses; and
WHEREAS, Albion’s College’s President and Board of Trustees have expressed their desire to both strengthen the College’s engagement with the community and to ensure that the College’s future planning and investments are undertaken with a consideration of how they might also benefit the community as a whole; and
WHEREAS, Albion College President Mathew Johnson’s letter proposed a visionary plan for a public-private partnership in support of public education that would redevelop the site of the former Washington Gardner School by:
Co-locating a new science, technology, engineering, arts, and math (STEAM) focused elementary school adjacent to the site;
Establishing an Albion African-American history museum within the former school building;
Expanding Albion College’s facilities to include new construction of a theater, a music performance hall, an NCAA compliant athletic arena, and instruction and practice spaces for the College’s education and music departments, respectively;
WHEREAS, The Albion City Council in April and now finds that President Johnson’s plan offers the best opportunity to strengthen public education in the City of Albion, especially as it would create a unique set of wrap-around opportunities and services for children and families of Albion;
NOW THEREFORE BE IT RESOLVED, the Albion City Council hereby again expresses its strongest support for the vision and plan articulated in the April 21, 2020 memorandum submitted to the Council and community by Albion College President Mathew Johnson entitled “A vision for the Future of Albion, the College, and the City” which included the Washington Gardner site option for the location of the proposed new Marshall Public Schools (MPS) elementary school in Albion;
BE IT FURTHER RESOLVED, the Albion City Council supports the vision outlined by Dr. Johnson even though the Battle Creek YMCA has decided to no longer partner with Albion College;
I hereby certify that the above resolution was adopted on November 1, 2021 in a regular session of the Albion City Council, and this is a true copy of that resolution.
Albion College President Mathew Johnson and his supporters apparently have decided to make a public statement about the upcoming Bond and location of the proposed elementary school. City Council member Marcola Lawler submitted for consideration at Monday nights meeting a resolution (printed below) that is titled “A resolution restating the City’s support for Dr. Johnson’s position”. Why our elected officials wish to wade into this mess further is making more people go Hmmmmm.
The City Council is hell bent on making sure that the Washington Gardner site for the school is preferred assuming the bond passes. Everything below listed in this resolution is fine and can be easily done with the new school being built where a majority of voters want it, at the Opportunity High School yard on Watson Street, the districts own poll showed that. The only thing this is showing is that we have a slim majority of council members and their supporters who are willing to go against the will of the voters.
This all brings back the main story lines of City Watch over the last two months showing that Council members have benefited directly from Johnson, his money and facilities. Add in the school board members financial gain makes for a potent weapon he holds, a weapon of influence.
Is it criminal? Well I can tell you no one on the council or school board is qualified to say. What I am willing to say once again something smells pretty bad in Albion and it’s not this writer. If you are in favor or against the plan below show up Monday night at 7:00 P.M. for the council meeting and be heard.
RESOLUTION #2021-36
A RESOLUTION RESTATING THE CITY’S SUPPORT FOR DR. JOHNSON’S VISION
Council Member ____________ moved, supported by Council Member _______________, to approve the following resolution.
WHEREAS, On Saturday, April 24, 2021, the Albion City Council at a special meeting approved 5-2 a motion to support Albion College President Johnson’s approach to public-private partnership outline in the letter entitled “Vision for the Future of Albion, the College and the City: and
WHEREAS, The Albion City Council’s approved motion supporting the public-private partnership vision made no exceptions, so it included support for the entire contents of the vision document, thus including and supporting the Washington Gardner site option; and
WHEREAS, The Albion City Council recognizes that access to quality education is an essential component of a sustainable and competitive community for residents and businesses; and
WHEREAS, Albion’s College’s President and Board of Trustees have expressed their desire to both strengthen the College’s engagement with the community and to ensure that the College’s future planning and investments are undertaken with a consideration of how they might also benefit the community as a whole; and
WHEREAS, Albion College President Mathew Johnson’s letter proposed a visionary plan for a public-private partnership in support of public education that would redevelop the site of the former Washington Gardner School by:
Co-locating a new science, technology, engineering, arts, and math (STEAM) focused elementary school adjacent to the site;
Establishing an Albion African-American history museum within the former school building;
Expanding Albion College’s facilities to include new construction of a theater, a music performance hall, an NCAA compliant athletic arena, and instruction and practice spaces for the College’s education and music departments, respectively;
WHEREAS, The Albion City Council in April and now finds that President Johnson’s plan offers the best opportunity to strengthen public education in the City of Albion, especially as it would create a unique set of wrap-around opportunities and services for children and families of Albion;
NOW THEREFORE BE IT RESOLVED, the Albion City Council hereby again expresses its strongest support for the vision and plan articulated in the April 21, 2020 memorandum submitted to the Council and community by Albion College President Mathew Johnson entitled “A vision for the Future of Albion, the College, and the City” which included the Washington Gardner site option for the location of the proposed new Marshall Public Schools (MPS) elementary school in Albion;
BE IT FURTHER RESOLVED, the Albion City Council supports the vision outlined by Dr. Johnson even though the Battle Creek YMCA has decided to no longer partner with Albion College;
I hereby certify that the above resolution was adopted on November 1, 2021 in a regular session of the Albion City Council, and this is a true copy of that resolution.
The Marshall Public Schools released a legal opinion by Thurn Law Firm P.C. that basically says that school board President Richard Lindsey has no conflict of interest. (below)
On the other hand the group Informed Parents of Marshall Public Schools who opposes the school bond issue requested a legal opinion from another source. Hewson & Vanhellemont P.C. and it gave a very detailed (below) opinion that says Lindsey has a conflict of interest.
School Board Conflict of Interest
Once you take the time to read both opinions you can make your own decision. City Watch would like to point out that when you are trying to prove a conflict of interest isn’t occurring on the school board, you shouldn’t commit a conflict of interest.
The school boards firm Thurn Law does have a stake in making this opinion if nothing more than in appearance. Marshall School Board Trustee Matt Davis’s brother is a partner at Thurn. Actually if you read the top of the opinion Thurn page you will see his name listed Raymond Davis. We will likely be told that Attorney Davis played no role in writing the opinion for the school district and that may be true and all of this is on the up and up.
BUT if you are trying to prove no conflict of interest wouldn’t common sense dictate as a law firm and school board you NOT use a law firm that looks tainted and in the family?
Here are the opinions:
October 18, 2021 Board of Education Marshall Public Schools 100 E. Green St. Marshall, MI 49068 RE: Conflict of Interest Dear Members of the Board of Education: I have been asked by the Informed Parents of Marshall Public Schools to evaluate a situation facing the Marshall and Albion communities and provide a legal opinion based on the facts presented. This opinion is based on the information provided to me and not as a result of an independent investigation. I. Facts This opinion is provided based upon my understanding of the facts as they were provided to me. Those facts are that the president of the Marshall Public Schools (MPS) Board of Education, Mr. Richard Lindsay, Jr., is a licensed attorney who is employed at Abbott, Thomson, Mauldin, Parker, Beer & Rick, PLC, a law firm in Jackson, Michigan. In the course of his employment as an attorney, he represents Albion College in the area of property acquisition and contract review. This representation began at or near the same time negotiations of a possible deal between Albion College and MPS commenced. In this deal, the college would “donate” a piece of land to MPS in exchange for MPS building an elementary school on the property. Although there has been no contract or decision yet, it has become apparent that Mr. Lindsay has full intention to continue representing the college and vote on any deal that may be introduced before the board of education. Moreover, it appears the board of education will not decide on a location until after the voters decide on the November 2, 2021 $45.5M bond proposal in which nearly $17M is earmarked for the new elementary school to be built in the “Albion area.” II. Issue Whether a conflict of interest exists when a school board president, who is also legal counsel for an entity in which the school district may enter into a contract or other agreement, and
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{DocNo. 00252432 } that legal representation is substantially related to the subject nature of potential contract or agreement and, if so, what measures must be taken by the school board president/attorney. III. Law There are two sources of law or authority that are both applicable in the current situation: one being the Revised School Code, MCL 380.1203 and the other being the Michigan Rules of Professional Conduct. The former is applicable to all persons that serve on a board of education while the latter applies to attorneys. An attorney who also serves on a board of education must abide by both. A. Conflict of interest under the Revised School Code, MCL 380.1203. A board of education is driven by statute. Snyder v Charlotte Public School Dist, 421 Mich 517, 528-29; 365 NW2d 151 (1985). Relevant here is a statute pertaining to conflict of interest. A school board member who “believes or has reason to believe” there is a conflict of interest “with regard to a contract or other financial transaction . . . shall abstain from voting . . . and shall disclose the specific conflict of interest.” MCL 380.1203(1). There is a presumed conflict of interest when a member has a “financial interest, or a competing financial interest, in the contract or other financial transaction.” Id. The statute does not tell us what a financial interest is. It does tell us, however, what is deemed to not be a financial interest. There is no financial interest in a contract or other financial transaction between the school district and 1) a corporation in which the school board member owns—or is a beneficiary of a trust owned by the corporation—one percent or less of outstanding stock or less if the corporation is not listed on the stock exchange or, if it is listed on the stock exchange, when the school board members owns $25,000 or less of stock, MCL 380.1203(4)(a)(i), (ii); or 2) a professional limited liability company as long as the school board member is an employee and not a member of the company. MCL 380.1203(4)(a)(iii). Further, the law exempts as being a financial interest, contracts between the school district and 3) a corporation in which the school board member is not an employee, officer, or director; 4) a partnership, firm, or other unincorporated association in which the school board member is not an employee, member, or partner; or 5) a firm or corporation that has an “indebtedness owed” to the school board member. MCL 380.1203(4)(b)(i) – (iii). The exceptions under § 1203(4) explicitly apply to contracts or other financial transactions between the school district and one of the enumerated entities. Mr. Lindsey is not, nor is his firm, a party to a contract with the school district. Therefore, it is my opinion that the exceptions in § 1203(4) are not applicable to this situation. Even if one were to read § 1203(4) as to somehow apply to the situation at hand, Mr. Lindsey would still be presumed to have a conflict of interest based upon the fact that Mr. Lindsey
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{DocNo. 00252432 } is an employee of a firm. See MCL 380.1203(4)(b)(ii).1 Moreover, just because an exception applies, that does not mean there is no conflict of interest. It only means there is no presumed conflict of interest. Therefore, one could fall within an exception and still have a very real conflict of interest considered in § 1203(1). B. Prohibited representation under the Michigan Rules of Professional Conduct The Michigan Rules of Professional Conduct (MRPC) are rules that apply to lawyers in the State of Michigan. A violation of the rules does not create a cause of action, but such a violation is a basis for disciplinary action against the lawyer. Mardigian v Goldberg (In re Mardigian Estate), 502 Mich 154, 173-74; 917 NW2d 325 (2018). There are two ethical rules that apply. In relevant part, MRPC 1.7 provides that “[a] lawyer shall not represent a client if the representation of that client may be materially limited by the lawyer’s responsibilities to another client or to a third person, or by the lawyer’s own interests.” MRPC 1.7(b). And MRPC 1.11 says that “a lawyer shall not represent a private client in connection with a matter in which the lawyer participated personally and substantially as a public officer or employee.” MRPC 1.11(a). The rule goes on to prohibit a lawyer who also serves as a public officer from “negotiat[ing] for private employment with any person who is involved as a party or as an attorney for a party in a matter in which the lawyer is participating personally and substantially.” MRPC 1.11(c)(2). Additionally, a lawyer who is serving as a public officer cannot participate in a matter where he or she “participated personally and substantially while in private practice.” MRPC 1.11(c)(1). The State Bar of Michigan publishes opinions interpreting the ethical rules governing lawyers. These opinions are nonbinding, but they are authoritative and can be used to provide guidance to lawyers when faced with situations that may run afoul from the rules of professional conduct. In RI-292, the State Bar was asked a similar question to the issue facing the Marshall and Albion communities. In that opinion, the question was asked whether a lawyer who serves as an elected member of the city council may also represent clients charged with violations of city ordinances. RI-292, at 1. Interpreting MRPC 1.7 and 1.11, the opinion held that there is no automatic disqualification from representing the private client, but that the lawyer must apply MRPC 1.7(b) and 1.11 to the unique facts presented when facing a proposed representation. Id. at 3. There will be occasions where representation is permitted while other times it will be prohibited. Id. 1 I recognize the inconsistency between MCL 380.1203(4)(a)(iii) and (4)(b)(ii). This statute is not cited in a single case and turning this opinion into a literary on statutory construction would be superfluous as my ultimate opinion does not rest on either of these sections.
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{DocNo. 00252432 } In applying MRPC 1.7(b) and 1.11, RI-292 opined that “if the representation would reasonably require the lawyer to advocate a position contrary to positions taken as a member of the city council . . . such representation would most likely be prohibited.” Id. In such a conflict, “there is a duty to forego any portion of the private practice of law which would directly or indirectly conflict with the public duty or give the appearance of impropriety.” CI-594, at 2. IV. Analysis There appears to be conflict of interest when a school district begins negotiations with another entity while the school board president simultaneously serves as the lawyer for the other entity. Mr. Lindsey’s participation in any vote concerning the conflict appears to be a situation that was contemplated by MCL 380.1203 and Mr. Lindsey’s representation of Albion College on any matter before the school district appears to be restricted by MRPC 1.7 and 1.11. A. MCL 380.1203 prohibits Mr. Lindsey from voting on any matter for which he has a conflict of interest or has reason to believe he has a conflict of interest The statue on conflict of interest under the Revised School Code is clearly applicable to Mr. Lindsey. He is a member of the school board who, at the very least, has reason to believe—or should have reason to believe—there is a conflict of interest “with regard to a contract.” Accordingly, he shall not vote on the contract. See MCL 380.1203(1). There is only one option when a school board member has or believes to have a conflict of interest—the member must abstain from voting. There is no discussion on the conflict or motion followed by a vote to determine if there is a conflict. There is also no provision for the school board to waive that conflict. A school board “possess only those powers which statutes expressly, or by reasonably necessary implication, grant to them.” Snyder, 421 Mich at 528-29. Under the statute, there is only one remedy and that is abstention by the conflicted member. The plain and ordinary meaning of the phrase “with regard to” signals that the conflicted person does not need to be a party to the contract. See People v Ackah-Essien, 311 Mich App 13, 24-25; 874 NW2d 172 (2015) (words that are not defined in a statute are given their plain and ordinary meaning). The phrase “with regard do” is not defined in the statue nor is it a term of art that carries legal meaning. See id. Therefore, it is appropriate to consult other reference sources such as a dictionary or thesaurus to determine the plain and ordinary meaning. People v Wood, 276 Mich App 669, 671; 741 NW2d 574 (2007). Merriam-Webster offers a synonym of for the phrase of “with regard to” as “having to do with.” Merriam-Webster, available at https://www.merriam-webster.com/thesaurus/with%20regard%20to. This clearly means the conflicted school board member does not need to be with a party to the contract nor does it mean the conflict must be about a subject matter in the contract. The conflict will exist if it “[has] to do with” the contract. Mr. Lindsey’s representation of Albion College on real estate and contract matters involving the school board is “having to do with” the contract—or potential contract—with the
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{DocNo. 00252432 } school district. He is paid by Albion College for representation on matters involving contracts and real estate, he is or would be privy to confidential communications, information, and knowledge of Albion College (not to mention the school district too), and he is or would be a participant in the transaction should it occur. Therefore, MCL 380.1203 requires Mr. Lindsey recuse himself from any vote on the matter and disclose his conflict. With due respect to my colleagues at Thrun Law Firm, the opinion does not provide any analysis of MCL 380.1203, nor does it include any rational for its conclusion. It merely repeats Mr. Lindsey’s statement that he will not have a financial benefit. The opinion is completely silent on addressing the first, and most important sentence of the statute. Further, the opinion quotes only a portion of § 1203 which is the presumption of a conflict of interest. The opinion concludes, “based on Mr. Lindsey’s statement” that there is no financial interest, thus § 1203 does not apply. See Thrun Law Firm Opinion, dated October 13, 2021. To be clear, it is my opinion that Mr. Lindsey is not presumed to have a financial interest under the statute—thus no presumed conflict of interest. The reason is not because Mr. Lindsey has no financial interest—because he does for the reasons provided in this opinion (after all, he is being paid by Albion College on matters to do with real estate and contracts). Mr. Lindsey is not presumed to have a financial interest is because under the plain language of the statute, Mr. Lindsey is not a party to the contract nor is he is a partner, owner, member, or employee of Albion College. The statute requires the board member to have one of those statuses for the presumption to apply. Nevertheless, the plain language of MCL 380.1203(1) prohibits Mr. Lindsey from participating in any vote where he has a “conflict of interest with regard to” the contract or potential contract. See MCL 380.1203(1). B. Mr. Lindsey is prohibited from representing Albion College on any matter with Marshall Public Schools Not only does MCL 380.1203 prohibit Mr. Lindsey’s participation in any vote related to Albion College and the school district, the ethical rules for attorneys prohibits Mr. Lindsey, and his firm, from representing Albion College on any matter with the school district so long as Mr. Lindsey is a board member of the school district. It is not very difficult to conceive why such a conflict would exist. The rules “are primarily intended to safeguard client loyalty and confidentiality and to prelude exploitation of public office for private advantage.” RI-043, at 2. Mr. Lindsey has publicly expressed that he will not financially gain from representing Albion College as its attorney and that he will vote on such a matter should be presented to the board. Yet, a conflict is not limited to Mr. Lindsey’s own financial benefit. See RI-126, at 2. Instead, the proper question is whether “there is an ‘inexorable conflict’ between the roles of council member and private counsel protagonist.” Id.
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{DocNo. 00252432 } Put another way, is Mr. Lindsey truly able to vote and serve his constituents in the district’s best interest without fear that he or his firm will lose a client? How is Mr. Lindsey, acting as a school board member, able to put a term into a contract that is detrimental to his client, Albion College? As an attorney, is Mr. Lindsey legally or ethically free to take action that is against the interest of his client? What would happen to Mr. Lindsey, or his firm, should he vote against a proposal that would benefit Albion College? Is it possible that the college would terminate Mr. Lindsey’s representation? The answer to these questions resolves not only whether there is a conflict, but it also shows how Mr. Lindsey cannot serve two masters. He cannot zealously advocate for his client, Albion College, in a deal with the school district, while at the same time serve the best interest of the school district as a board member. This conclusion is supported by CI-997 where a lawyer was also an elected member of the county board of commissioners. There, the State Bar held that “[a]s long as the lawyer commissioner’s county is not directly interested in the client’s matter or not in potential conflict with interests of the lawyer’s clients, the representation is not prohibited.” CI-997, at 2. In the current situation, the school district is “directly interested in” Mr. Lindsey’s client’s matter and representation of Albion College by Mr. Lindsey is prohibited. The legal opinion obtained by Mr. Lindsey is devoid of any discussion on whether Mr. Lindsey is in violation of the ethical rules by his representation of Albion College in a matter before the school district in which he is the school board president. The ethical rules require Mr. Lindsey to withdraw from representation. See CI-997, at 2. A lawyer who is prohibited from representing a client, as in here, so too is the firm the lawyer works. See MRPC 1.10(a); see also RI-292, at 1(“[l]awyers from the firm of a lawyer who is a member of city council may not represent clients before the city council”). It is not enough to now screen-off Mr. Lindsey to allow other members of his firm to represent Albion College. See RI-43, at 3. V. Conclusion It is my opinion that Mr. Lindsey is prohibited from participating in any vote due to a conflict of interest under MCL 380.1203(1). Further, it is my opinion that Mr. Lindsey’s representation of Albion College on a matter involving the Marshall Public Schools is in violation of the Michigan Rules of Professional Conduct. As stated in this opinion, Mr. Lindsey represents Albion College on matters relating to contracts and real estate. A possible business transaction between Albion College and MPS has been discussed where a piece of land will be “donated” to MPS in exchange for an elementary school to be built on the donated land. Mr. Lindsey is not only an MPS board member, he is the president of the board. Even if the land is donated to the school district, based upon the facts presented, the donation is not without strings. The donation is made with the expectation that the school district will build an elementary school. There has been a concern raised about Mr. Lindsey’s ability to represent the college as its attorney as well as the school district as an
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{DocNo. 00252432 } official. No matter what measures are in place or that could be put into place, Mr. Lindsey would nevertheless still be subjected to a choice between which master he wants to serve more—and no matter what, it will be to the detriment of the other. An attorney must put the integrity of the system and the process before his or her own personal gain or benefit. As a school board member, sometimes that requires bringing to light an apparent conflict and abstaining from voting on that issue. Sometimes it requires an attorney to decline representing a client on a particular matter. If, during representation the conflict comes to light, it requires a lawyer to withdraw from representation. CI-997, at 2 (quoting CI-347).
Respectfully Submitted, Benjamin J. Hall Hewson & Van Hellemont, PC 248-968-5200 bhall@vanhewpc.com
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