Complaint alleges multiple open-meeting violations by Vermont PTV Board

An anonymous complaint to the CPB Inspector General’s office has exposed a deep and ongoing rift between Vermont Public Television and its board.

Two directors of the 16-member governing body have resigned, citing disagreement with board leadership. Those directors accuse Chair Pamela Mackenzie and Vice Chair Rob Hofmann of lack of transparency and attempting to meddle in station management.

The Dec. 24 complaint letter, obtained by Current, alleges that Mackenzie and Hofmann met more than 20 times since July 2011 with no notice to the public or other board members and no minutes of their meetings recorded.

At a meeting of the VPT Board’s Audit Committee Jan. 24, Chair Tom Pelletier said that a Jan. 15 letter from CPB said VPT must recertify compliance with CPB open-meeting rules within 30 days to remain eligible for its Community Service Grant (CSG), the primary source of federal aid to local stations. He also read an Audit Committee statement noting that the meetings in question were conducted to “address various personnel matters,” which under CPB policy can warrant a closed session. VPT is undertaking its own internal investigation of the alleged violations, he said, and the Audit Committee unanimously adopted a resolution urging both the board and VPT management to adhere to CPB open-meeting rules.

During the closed meetings, most of which took place on the station’s telephone conference line, Mackenzie and Hofmann “conducted business, voted and acted on behalf of the board,” the complaint states. It notes that VPT President John King, staff members and the public “were prohibited from those meetings.” The letter also contends that an unspecified number of additional meetings were held in conference rooms at private law firms.

CPB policy requires that boards of public broadcasting stations, their committees and advisory groups adhere to open meetings practices as a condition of receiving annual CSGs. For example, stations must provide adequate advance public notice of its board meetings.  The IG complaint notes that King and VPT staff made “repeated attempts” to educate the board about those rules.

The policy also mandates that following any closed session, the organization must issue a brief written statement identifying the reason for the closed meeting. “Our initial review suggests that in some instances this procedural aspect of the open-meeting requirements may not have been satisfied,” Pelletier said during the Audit Committee meeting.

The CPB IG’s office does not publicly discuss ongoing investigations. King also declined comment, referring Current to Pelletier, VPT Board spokesman. Pelletier responded in an email that directors and station management are “cooperating fully” with IG officials, and he declined further comment.

But the two former directors who resigned, as well as some VPT employees, are speaking out. Several staffers said they are preparing statements calling on Mackenzie and Hofmann to resign, and will present them during the next full board meeting, scheduled for 9 a.m. Jan. 27.

“In my 11 years at the station,” said Brennan Neill, director of on-air fundraising, “we’ve weathered challenges. Every station has challenges. But this is the single biggest crisis that VPT has faced. And the tragedy of it is, it’s being done by people that are supposed to be helping us.”

Deep concern at the station

Jim Wyant, a business consultant who resigned Nov. 19, served on the board for nearly 14 years. More than a decade ago, he said, directors adopted a policy governance model that differentiated roles of the board and station staff. That worked well, he said. However, several current board members, including Mackenzie and Hofmann, did not agree with that approach.

“They wanted the board to be much more intimately involved in the operations of the station,” Wyant told Current. “I didn’t share that view. I still don’t share that view.”

Scott Milne, who owns a chain of travel agencies in Vermont, resigned Jan. 8. “The role of the board is to have a macro view as to what’s going on at the station, not to micromanage,” he said.

Milne believes transparency is essential on nonprofit governing boards. If the open-meeting violation accusations are true, Milne said, “I think that public television in Vermont needs to remedy this and assure donors and taxpayers that this situation is not going to happen again.”

Wyant is also concerned with board transparency. He didn’t know why his November letter of resignation did not become public until Jan. 5.

Many of VPT’s 42 staffers are deeply troubled by the alleged open-meeting violations, said Chuck Bongiorno, major gifts director. “This is strictly a board issue, not a station issue,” he said. Staffers are “especially concerned about the damage that could be done to the station” if CPB management penalizes VPT, he said.

CPB policy, based on the Communications Act, states that CPB “may not distribute any of its funds to PBS, NPR, or the licensee or permittee of any public broadcast station that does not hold open meetings in compliance with this provision.” Station presidents sign an annual certification attesting to compliance.

Governing boards and stations are considered one entity under FCC regulations, said Skip Hinton, president of NETA. “The board of directors is the licensee,” he said. “There is no separating the two, they are one and the same. And the board is the responsible party.”

The CPB IG’s office could examine whether Mackenzie, Hofmann and other directors who may have met with them in closed meetings constitute a “legitimate subset or committee and were engaging in the business of the board,” Hinton said. CPB’s open-meeting requirements state that “any committee” of a board must hold open meetings with notice to the public.

Wyant was especially concerned with that issue. VPT’s bylaws define its Executive Committee as comprising the station’s chief executive, board leadership and two directors. But in the last two years, Mackenzie and Hofmann’s meetings excluded King and the group “began to fulfill a role akin to an Executive Committee, although it was never approved as such by the board and did not conform to the makeup provided for in the bylaws,” Wyant said. “I raised this issue multiple times and objected to references to this group as an Executive Committee.”

Last year, the board formed a committee to redraft the bylaws, which hadn’t been updated in several years. One decision was whether to keep the provision for an Executive Committee; a majority of directors supported maintaining the original bylaws that specifically included the chief executive officer.

According to the bylaws, “the Executive Committee had the authority to act on an urgent matter,” Wyant said, “but had to seek board ratification of its actions as soon as possible thereafter.”

The board unanimously approved bylaws Nov. 18 that kept the CEO in the executive committee.

Wyant described deep philosophical differences among VPT board members over the policy governance model, which draws a sharp line between the board’s role and that of station management.

Mackenzie was elected to the board in June 2011 and took a more active role in day-to-day decision making than was customary, Wyant recalled. A former area v.p. for Comcast, she rejected the view that board members should confine their decision-making to governance issues.

Mackenzie, who declined a request for an interview, was elected VPT chair in July 2012.  She also won a seat on the South Burlington City Council that year, and has since ascended to council chair.

“In the years that [Mackenzie] has been on the board,” said VPT’s Brennan Neill, “things have been less than cooperative between the board and station. They haven’t had a good working relationship. There’s been tension there.”