City of Kingston

Andrew P. Zweben Corporation Counsel Daniel Gartenstein Assistant Corporation Counsel

City Hall 420 Broadway Kingston, New York 12401 Telephone (845) 331-0080 Extension 3947

Office of the Corporation Counsel

Fax (845) 334-3959

MEMORANDUM To: Hon. James L. Noble, Jr., Alderman at Large From: Andrew P. Zweben, Corporation Counsel Re: Kingston Local Development Corporation & Alderman Brad Will

You have asked me for an opinion addressing the matters raised by the letter of Alderman Brad Will dated January 16, 2014 regarding, in particular, his exclusion from a portion of a meeting of the Kingston Local Development Corporation held on that day. As a preliminary matter, it is my opinion that neither Mr. Wills position as an Alderman of the City of Kingston nor his des ignation as the Common Council liaison to the KLDC confers any special status with respect to the KLDC. As you know the designation of an Alderman as liaison to any particular City board or agency does not make the Alderman a member of the board or agency. Put simply, Mr. Will is not a member of the Kingston Local Development Corporation Board. It is my understanding that having heard comments from a borrower, the Board of the KLDC decided to meet privately with its counsel, George Redder, Esq. to discuss legal matters involving its entire portfolio of loans. As a matter of law meetings with legal counsel are not, technically, executive sessions and the formalities of the Public Officers Law of the State of New York do not apply. For example, when I meet with the Common Council, or a committee thereof, as its attorney, such meetings are not executive sessions but are privileged, and exclusive, because they are covered by the statutory attorney client privilege recognized under New York law. Nevertheless, it is hardly uncommon for such meetings to be informally referred to as executive sessions. By law, the presence of anyone who is not a client at a meeting between an attorney and his or her client waives the attorney- client privilege. As Mr. Will is neither an employee of the KLDC nor a member of its Board of Directors his presence at the meeting of the KLDC Board and its counsel would have waived the privilege with respect to those discussions. Finally, with respect to the matter of minority membership on the Board of the KLDC mentioned in Mr. Wills letter, I find the language used in the By-Laws to be ambiguous. The provision states that members of the board shall represent various elements of the community. While the meaning of represent may be fairly clear, it is far from clear to me that the provision requires s uch

representation at all times. It is not my opinion that all of the listed communities have to be represented at all times. In any case, the Mayor has been making an effort to recruit a minority member for the KLDC Board.