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The Board of Education has requested that the information below be posted on the website under News items. 

Agenda Number and Title: 5.4                    IA Program Relocation, Boiler Replacement & Counseling Area HVAC

  • Packet Materials for Monday, March 20  
  • Clarifying paragraph 3/16/23 on relocation of Small Engine Repair class: 

    At both the F & F meeting and the BOE meeting administration shared that we did not have plans to move the Small Engines program over to South Main.  When that was shared, it was working off of info from Plante Moran CRESA that indicated we had not designed a space for small engines in South Main. The good news is that Principal Hamka and the teacher at South had already made a plan for small engines to be housed in South Main in the Cotton Innovation Center (a maker space behind the main gym that currently is used for iTech classes and the solar car).  It was confirmed with our architects that the space meets the requirements to house small engines.  The short answer is that this concern has been addressed. 

  • South PE Meeting Summary 3/9/23
  • Memo Regarding the Practice Gym 3/6/23
  • Plante Moran CRESA response letter to F&F Committee 2/27/23

 

Agenda Number and Title: 5.4                    Engagement of Independent Legal Counsel

Preamble

A resolution to engage an independent law firm to provide legal counsel directly to the Grosse Pointe Public School System Board of Education (“Board”).

Background

1. Whereas, the Members of the Board have been entrusted by the residents of the Grosse Pointe Public School System (“System”) to act as independent trustees invested with fiduciary duties to provide oversight of the System;

2. Whereas, the Board creates and sets the policy of the System and the Administration executes on that policy;

3. Whereas, some members of the public and the current Board have been concerned that prior Boards have been over-reliant on the advice and guidance of the administration, and not sufficiently fulfilled their own roles and responsibilities;

4. Whereas, the prudent governance of the System depends on a collaborative relationship between the Board and administration, while also maintaining the independence of its fiduciaries in order for them to properly exercise their duties of care, loyalty, and good faith;

5. Whereas, it is concluded that in order for a Member of the Board to exercise their fiduciary duties they must have access to sound and independent legal advice in order to exercise their duty of care and their duty of good faith; and

6. Whereas, the Counsel Engagement Procedures outlined below will provide for the above in the most cost-efficient manner.

Motion

That the Board retain Collins & Blaha, P.C. to serve as Independent Legal Counsel for the Grosse Pointe Board of Education.

Counsel Engagement Procedures

1. Board Members and Committees shall petition the President of the Board ("President") to seek legal advice on specific legal matters from independent legal counsel;

2. Prior to seeking advice from independent legal counsel, the President shall confer with the Superintendent to decide whether the System already has an opinion on the requested matter;

3. Prior to seeking advice on Board specific matters, the Superintendent shall take direction from the President on whether to seek advice from law firms retained by the System;

4. Upon a determination by the President that a unique legal matter has been presented and that independent legal counsel is the appropriate counsel, the President shall direct independent legal counsel to research and provide advice on the specific legal matter;

5. All opinions will be shared with the Superintendent, except for privileged matters related to the Superintendent's evaluation or contract;

6. The President shall share every opinion from independent legal counsel with every Member of the Board;

7. Any second opinion requested on an issue where the System has already received an opinion from another law firm requires Board approval;

8. Any individual matter for advice from independent legal counsel that is expected at inception to cost more than $5,000 will require Board approval;

9. The Board shall not expend more than $50,000 in a fiscal year without Board approval;

10. The Board will review and evaluate the effectiveness of its independent legal counsel annually; and

11. The Board will use independent legal counsel only for the official business of the school district, and seek to minimize these expenses to preserve school funds for educational purposes.

APPROVED by the BOARD

February 27, 2023

Click here to see all the resolutions.

 

From: Sean Cotton <cottons@gpschools.org>

Date: Thu, Jan 26, 2023 at 9:09 PM

Subject: Independent Legal Counsel

To: Sean Cotton <cottons@gpschools.org>

 

Dear Board Members and Dr. Dean,

 

As an update to the motion for Independent Legal Counsel, attached please find a resolution that I revised at the request of President Ismail and in concert with Trustee Brumbaugh. Additionally, attached please find the responses to the request for information that I have received pursuant to the form that I sent to the respective law firms. Please note that I have not yet reviewed the responses. 

 

As to the question of next steps: at the request of President Ismail, both Trustee David Brumbaugh and I will be interviewing all of the firms together, going into the face to face portion of the process. I (or David) will schedule the meetings with each firm and meet with them and make sure they understand what we are asking of them. I will forward the current resolution to them to help illuminate the actual request for engagement. I look forward to taking notes and providing feedback to everyone here on these attorneys and law firms. After the interviews are finished all engagements and notes will be presented to the board along with the motion for a vote.

 

In response to questions of me, I will say this about the law firms. As the General Counsel and Chief Compliance Officer of Meridian Health Plan and the Chief Legal Counsel of Caidan Enterprises Inc. I have come into contact many of the major law firms in Southeast Michigan and the Midwest, either through hiring them, working on projects with them or pursuing select legal advice.  Additionally, as an associate at Simpson Thacher & Bartlett I came into contact with many of the largest corporate law firms in the US, Europe, China and Japan. Additionally, I have worked with independent legal counsel at Caidan for the board of directors. Last, I coordinated outside counsel services as needed as well as retained between 10 and 15 internal staff attorneys and executive attorneys at any one time.  Because of these contacts and out of an overabundance of caution I will say this about the law firms that the district currently works with and the ones I reached out to:

 

Dickinson Wright – I have used them extensively in the past few years to represent my company as well as family members. I have never before this process interacted with anyone that represents schools.

 

Clark Hill – they were the original general counsel for Meridian Health Plan and formed it. They represented the company while I was a board member and key shareholder. I personally know partners at this firm. I have never before this process interacted with anyone that represents schools.

 

Miller Canfield – they represented companies of mine while I was general counsel and on the board of directors. I personally know attorneys at this firm. I have never before this process interacted with anyone that represents schools.

 

Bodman – I have used them extensively over the course of the last two decades and have many friends at this law firm. I do not believe they have school specific attorneys but I have used their banking group which I believe we use.

 

As for the rest of the law firms that I reached out to, before this effort I did not know any of these law firms. I actually had never heard of them or know any of the attorneys at the firms. I never hired them for any actions nor have I been adverse to them in any situation. Giamarco does have a partner that participated as the mediator in a mediation with a business partner of mine. Other than that, for me, there isn’t a possible conflict of any kind whatsoever or any relationship whatsoever. 

 

Last, I will say this, all of these firms are highly regarded in the state by attorneys and their clients. They are known to practice law with integrity and discipline. I would ask that despite any differences that anyone here has with me or this process that they give all of these law firms the respect that they are due as experts in school law.

 

If you have questions that you would like to add for David or I to ask about specific law firm competencies or attorney experience please forward to either of us and we can include in our interviews.

 

Regards,

 

Sean P. Cotton

Treasurer 

Grosse Pointe Public School System

cottons@gpschools.org

www.gpschools.org

20601 Morningside Dr.

Grosse Pointe Woods, MI 48236

 

Note:  The opinions expressed in this email are those of the sender and do not necessarily reflect the opinions of the balance of the Board of Trustees and/or the administration of the Grosse Pointe Public School System. Emails sent to or from this email address are accessible by the public under the Freedom of Information Act (FOIA). 

 

Materials

Revised Resolution to engage an independent law firm to provide legal counsel directly to the Grosse Pointe Public School System Board of Education

 

Proposals received: