READ: Trustees' Lawyer Responds To Mayor In Library Battle

WOBURN, MA — A lawyer representing the Woburn Public Library trustees disputed Mayor Scott Galvin's authority to remove trustees from the library's Board and argued that Janet Rabbitt remains a trustee despite his attempt to remove her.

Galvin had sent Rabbitt a letter Jan. 27 citing his authority under Section 23 of the City Charter to remove her. In the letter, Galvin said he was removing her because of her actions at a recent Board of Trustees meeting about Open Meetings Law complaints at which it came to light that two trustees had been left out of a recent meeting.

The attorney, Joseph Shea, said in a letter to Galvin Monday that the Section 23 authority applies only to certain "municipal officers" which do not include the trustees.

The lawyer also argued that Galvin had given pretextual reasons for removing Rabbitt, rather than naming the true reasons.

"Your actual motivation was improperly to intervene in the Woburn Public Library's operations by pressuring it not to renew the Library Director's employment contract," Shea wrote.

Patch has reached out to Galvin about Shea's letter and will update this story when we hear back.

At a City Council meeting Tuesday, Galvin received the council's support in a separate effort to end lifetime appointments to the board.

Three library trustee meetings are scheduled Thursday, according to the city website.

The following letter was obtained from the Library Trustee Carol Seitz:

Mayor Galvin:

Please be advised that this office represents the Woburn Public Library, a body corporate governed by nine Trustees (the “Trustees”), in connection with your January 27, 2021 letter (the “Letter”) purporting to remove Janet Rabbitt from her positions as a Trustee of the Woburn Public Library and as a member of the Woburn Public Library Corporation. The purported removal was made without authority and for an improper purpose, and is without effect. I set forth the facts below.

Lack ofAuthority and Pretext

In the Letter, you claim authority to remove Ms. Rabbitt from her positions under Section 23 of the Charter of the City of Woburn, Chapter 172 of the Acts of 1897. By its terms, however, Section 23 applies only to “municipal officers established by or under this Act.” First, the Woburn Public Library and its Trustees were not established under Chapter 172 of the Acts of 1897, but under Chapter 273 of the Acts of 1885. Second, Trustees are not “municipal officers,” which are carefully enumerated in Section 32. That Section specifically provides, in contrast to the listed municipal offices, that “[t]he Wobum Public Library shall continue a body corporate within said City.” That body corporate had and continues to have its own endowment, budget, and legal status independent of the City of Woburn, and is a qualified exempt organization under 26 U.S.C. § 501(c)(3).

The short of the matter is that the Mayor of the City of Woburn has no authority to remove a Trustee of a separate body corporate, the Woburn Public Library, whether under Section 23 or otherwise. For these reasons, your purported removal of Ms. Rabbitt is null and of no effect. Ms. Rabbitt remains a Trustee.

Moreover, your purported removal was undertaken in bad faith, based on a pretext. While citing the Open Meeting Law as the grounds for removal, your actual motivation was improperly to intervene in the Woburn Public Library’s operations by pressuring it not to renew the Library Director’s employment contract. On January 13, 2021, you contacted Ms. Rabbitt and stated that you had to meet with her that day to discuss an urgent matter. During the subsequent meeting in your office that day, you stated that you wanted Ms. Rabbitt to notice a meeting of the Trustees for January 15, 2021 at which you wanted the Trustees to act not to renew the Library Director’s contract, before the looming deadline for the automatic renewal of that contract.

Ms. Rabbitt informed you that she knew of no basis for not renewing the contract, but that she would consult other Trustees. After doing so, Ms. Rabbitt told you that other Trustees similarly believed that there was no basis for not renewing the Library Director’s contract and that there was no need for a special meeting on January 15, 2021. Soon thereafter, you caused the Letter to be delivered to Ms. Rabbitt’s house and sent Woburn Police Officers to her house to confirm that she had received it.

Passing the question whether the Open Meeting Law even applies to the Woburn Public Library, a separate § 501(c)(3) corporation, you never raised compliance with that statute to Ms. Rabbitt prior to sending the Letter. Instead, during the January 13, 2021 meeting and your follow-up discussion with Ms. Rabbitt, you focused entirely upon trying to force the Trustees not to renew the Library Director’s contract. The references in the Letter to the Open Meeting Law were entirely pretextual, designed to mask your efforts to interfere in the operations of a separate body corporate.

Remedies

Because the Mayor of the City of Woburn has no authority to remove a Trustee of the Woburn Public Library, the Trustees demand that you withdraw the Letter and purported removal. Should you fail to do so, the Trustees will take all actions they deem appropriate.

This letter is without prejudice to any of the Trustees’ rights, titles, claims, or causes of action. I look forward to your prompt response.

Very truly yours,
Joseph F. Shea

The above letter was produced by attorney Joseph F. Shea. The views expressed are the author's own.