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[00:00:11]

>>> GOOD AFTERNOON I BELIEVE IT'S OFFICIALLY AFTERNOON.

WELCOME TO THE WORK SESSION F THE BOARD OF THE U.S. TEES OF DALLAS COUNTY COMMUNITY COLLEGE DIS DISTRICT.

THIS MEETING IS HELD FOR THE REASON LISTED ON THE AGENDA.

OF TRUSTEES IS AUTHORIZED IN ACCORDANCE WITH THE TEXAS GOVERNMENT CODE, 551.001 THROUGH 551.146.

VERIFICATION OF NOTICE OF MEETING AND AGENDA ARE ON FILE IN THE OFFICE OF THE CHANCELLOR.

PER TEXAS GOVERNMENT CODE 551.1282, THIS MEETING IS BEING BROADCAST OVER THE INTERNET IN THE MANNER PRESCRIBED BY TEXAS GOVERNMENT CODE, 551.128.

[1. Certification of Notice Posted for the Meeting]

>> CAN YOU PLEASE VERIFY TO THE POSTING OF THE NOTICE.

>> I CERTIFY IT WAS POSTED ACCORDING TO THE CODE.

[2. Discussion Regarding Separate Legal Counsel for the Board Presenter: Professor Becky Gregory, SMU Dedman School of Law]

>> THANK YOU.

>> SO THIS PORTION OF THE WORK SESSION WE ARE GOING TO HEAR FROM BECK -- FROM BECKY GREGORY AN ADJUNCT PROFESSOR OF THE SMU DEDMAN SCHOOL OF LAW.

WE WERE PONDERING WORHETHER OR T TO HAVE OUTSIDE LEGAL COUNSEL THAT THE DIRECTOR -- I ASK THEM TO IDENTIFY SOMEONE THAT COULD GIVE US INFORMATION ON THE SSUE IN TERMS OF APPROACHES PROAND CON.

TO THIS ISSUE SO AS WE CONSIDER THAT INFORMATION IN THE DISCUSSION WE HAVE THE BOARD CAN DECIDE HOW IT WANTS TO MOVE ON THIS ISSUE.

THERE'S NO ACTION TODAY ON THIS ISSUE, CORRECT?

>> CORRECT.

>> THANK YOU FOR BEING WITH US.

WE APPRECIATE YOU'RE WILLING TO BE HERE AND EXPERTISE IN THE MANNER.

>> I THOUGHT I MIGHT BRUISE PROFESSOR GREGORY.

YOU HAVE BEFORE YOU QUESTION SOME TIME BACK ABOUT WHETHER OR NOT IT WAS NECESSARY OR VISIBLE TO HAVE SEPARATE LEGAL COUNSEL.

I ASKED HER TO BE HERE.

HER RESUME IS BEFORE YOU.

SHE HAS A WEALTH OF EXPERIENCE.

TEACHING AT THE SMU DEDMAN SCHOOL OF LAW AND BESTEACHES PROFESSIONAL RESPONSIBILITY.

AS YOU WILL SEE PROFESSOR GREGORY HAS A LONG CAREER IN THE L LAW.

THANK YOU FOR BEING HERE.

>> WELL THANK YOU FOR INVITING ME.

I AM SUCH A BIG FAN OF THE COMMUNITY COLLEGE WITHOUT DATING MYSELF.

I REMEMBER WHEN EL CENTRO OPENED AND I WATCHED THIS AMAZING

EXPANSION OF THE>> S. WILLIAMS: AND ALL OF THE INCREDIBLE THINGS

THAT THE COMMUNITY COLLEGE>> S.

WILLIAMS: DOES FOR OUR COMMUNITY.

THANK RELATING TO THE REPRESENTATION TO PERSONS OUTSIDE THE ORGANIZATION.

>> THAT ARE EVERY STATE IN THE UNION IS ENCOURAGED TO -- THE 3 TEXAS VOLE CLOSE TO THE RULE

[00:05:01]

THAT THE AMERICAN BAR ASSOCIATION HAS OUT THERE IN THE HOPES THAT ALL THE STATES WILL JOIN IN AND DO SOMETHING SIMILAR TO WHAT THEY HAVE RECOMMENDED.

SO FROM AN ETHICAL STANDPOINT THE CLIENT FOR THE GENERAL COUNSEL THE LAWYERS WHO WORK WITH YOU IS THEIR ALLEGIANCE IS OWED TO THE ENTITY, TO THE ORGANIZATION.

AND OF COURSE YOU KNOW A CO COMPANY, A CORPORATION A PARTNERSHIP, ANY KIND OF BUSINESS IS A LEGAL CONSTRUCT.

THE RGANIZATION HAS NO EYES, IT HAS NO EARS, IT CAN'T TALK.

YOU ARE THE TALKING PART OF THAT.

THE HEARING PART.

THE PART OF THAT ORGANIZATION THAT MAKES IT GO.

BUT YET THAT ENTITY ITSELF IS LEGALLY RECOGNIZED.

IT HAS TO THAT ENTITY THAT YOUR COUNCIL, THAT IS THEIR CLIENT WORKING WITH YOU ON BEHALF OF THE ENTITY ITSELF.

SO I GUESS HE QUESTION IS THAT YOU MIGHT HAVE A CONCERN OVER ASPECT OF THE REPRESENTATION AND WHETHER YOU FEEL THAT YOU MIGHT WANT -- WHETHER YOU MIGHT WANT TO GET YOUR OWN ATTORNEY TO REPRESENT JUST THE BOARD.

DID I KIND OF FRAME THAT -- WHAT WE'RE GOING TO DISCUSS? WELL, AGAIN, MY EXPERTISE IS MORE ON THEE ETHICAL ASPECT OF IT.

I DID PRIOR TO COMING.

I DID GET IN TOUCH>> THEY DO NOT HAVE THEIR -- THEIR BOARD DOES NOT HAVE A SEPARATE COUNCIL.

PALL WARD, I CAN'T REMEMBER THE NAME OF THE ORGANIZATION HE WAS PRESIDENT OF.

YOU MAY KNOW.

>> NATIONAL ASSOCIATION OF COLLEGE OF UNIVERSITY ATTORNEYS.

THESE ARE THE RODS FOR THE A GREATER PART OF THE COUNTRY WHO HAVE ORGANIZED AS A PROFESSIONAL GROUP.

AND PAUL WAS PRESIDENT AT ONE TIME OF THAT GROUP.

HE DID SHARE WITH ME THAT, I THINK THERE'S 720 MEMBERS IN THAT PROFESSIONAL GROUP.

HE COULD NOT THINK OF A SINGLE OVER INSTITUTION THAT HAD THEIR -- THE BOARD AT, WHO HAD THEIR OWN LAWYERS.

IT WAS ALL PRETTY MUCH THE NATIONAL MODEL IS WHAT YOU HAVE HERE FOR THE COMMUNITY COLLEGE DISTRICT.

SO IF THE QUESTION TO ME IS, SHOULD WE GET OUR OWN LAWYER? I CAN'T ANSWER THAT FOR YOU.

I'M NOT YOUR ATTORNEY.

I'M NOT HERE TO GIVE YOU ANY KIND OF LEGAL ADVICE.

I'M JUST HERE TO GIVE YOU SOME GENERALALTY TO SHOW YOU THE ETHICAL RULES.

SHARE WITH YOU JUST A LITTLE BIT OF WHAT I WAS ABLE TO GLEAM FROM SOMEBODY WHO HAS A FOOTPRINT ON A NATIONAL LEVEL, PAUL, AND WHO HAS EXPERIENCED WITH MANY HUNDREDS OF HIS COUNTER PARTS ACROSS THE COUNTRY.

AND WHETAT ORGANIZATIONS ARE DOING.

>> B. GREGORY: I GUESS AT THE END OF THE DAY, 'M NOT OFFERING ANY KIND OF ADVICE.

THESE ARE PROBABLY CONSIDERATION YOU PROBABLY ALREADY THOUGHT OF.

COST IS HUGE.

MAY BE THE PAIR MOUNT FACTOR BECAUSE LAWYERS.

I THINK YOU HAVE SOME LAWYERS ON THE BOARD.

LUAWYERS ARE HERE TO SERVE OUR CLI CLIENTS.

WE ARE ALSO OPERATE BUSINESSES.

IT COSTS MONEY.

IT COSTS LOTS OF MONEY.

BEFORE I THINK THAT THE LAWYERS MAY AGREE WITH ME THAT IT'S VERY EASY TO RUN UP INCREDIBLE COSTS WHEN YOU HIRE A LAWYER TO ET INVOLVED.

SO WHAT ARE YOU GOING TO GET FOR THAT? HOW MUCH BENEFIT IS THERE GOING TO BE OUT OF THAT.

I THINK THERE'S THAT TO CONSIDER.

I -- I THINK THE FACT THAT EVERYBODY'S HERE FOR THE KIDS.

[00:10:02]

AND WE ALL, WE HAVE THIS MUCH MONEY IN THE BUDGET, AND HOW YOU CHOOSE TO SPEND THAT MONEY, WHETHER YOU CHOOSE TO SPEND THAT MONEY ON LAWYERS OR WHETHER THAT MONEY OUGHT TO GO ON BEHALF OF THE KIDS AND MISSION.

FURTHERING THE MISSION WOULD BE SOMETHING ELSE THAT YOU PROBABLY HAVE ALREADY THOUGHT ABOUT.

>> AS I RECALL THE DISCUSSION, WE WERE LOOK AT OTHER UNITS OF LOCAL GOVERNMENT HERE IN THE STATE OF TEXAS AND HOW THEY RETAIN THEIR ENERAL COUNCIL.

THE CITY OF DALLAS CITY COUNCIL HIRES THE EXECUTIVE CITY MANAGER.

DFW, FOR EXAMPLE.

THE CITY ATTORNEY OF DALLAS AND FORT WORTH JOINED THE HIGHER OF GENERAL COUNCIL.

THE THEORY IS A LONG LINE OF CHECKS AND BALANCES.

I'M SAYING THAT SAME THEORY IN CONTEXT OF THE INTERNAL AUDITOR WHICH WE WILL TALK ABOUT LATER.

THAT THE BOARD, A PUBLIC BOARD BODY OF ELECTED OFFICIALS HAVE ASSURANCE THAT -- INSURANCE AND NOT TO NECESSARILY THE EXEC EXECUTIVE.

I'M NOT -- UP NOT -- I'M SP SPEAKING CONCEPTUALLY NOT IN THE CONTEXT OF ANYTHING GOING ON HERE.

IT STTENDS TO WORK WELL.

AS A MATTER OF THEORY DOES IT MAKE SENSE THAT A BOARD OR COUNCIL SHOULD HAVE THEIR OWN ATTORNEY AS OPPOSED TO HAVING TO REPORT TO EXECUTIVE AUTHORITY WHO MAY HAVE INFLUENCE OVER THE ATTORNEY BECAUSE THEY CONTROL THE BUDGET AND OTHER THINGS.

HAVING THAT OPPOSED TO THE EXECUTIVE.

ARGUABLY GIVES THE ATTORNEY MORE INDEPENDENT FLAT FORM OF LEGAL ADVICE.

>> B. GREGORY: I DON'T KNOW WHAT YOUR BYLAWS SAY.

OR YOUR COMMUNICATION OCCASION OF COMMAND WORKS.

YOUR LAWYER IS THERE, YOUR LAWYER --

>> HIRED BY CHANCELLOR AND REPORTS TO THE CHANCELLOR.

>> B. GREGORY: IS THAT BECAUSE THAT'S WHAT YOUR BYLAWS REQUIRE?

>> I BELIEVE SO.

>> POLICY REQUIRES THE CHANCELLOR ACTUALLY TECHNICALLY THE BOARD APPROVES THE HIRING OF THE GENERAL COUNCIL AND OTHER COLLEGE PRESIDENTS AND OTHERS.

>>

>> THE ISSUE IS THE BASICALLY THE REPORTING STRUCTURE.

WHETHER OR NOT THOSE TWO INDIVIDUALS SHOULD BE REPORTING TO THE BOARD RATHER THAN THE CHANCELLOR WHO'S BASICALLY THEIR SA SALARY.

THEIR PERFORMANCE AS PHIL SAID AND SO FORTH.

I ALSO HAVE A CONCERN WE HAVE A REPORTING STRUCTURE SUCH AS THAT ABOUT CONFIDENTIALITY.

SOMETHING HAPPENED AND I DON'T WANT TO GO INTO IT IN AN OPEN FO FORUM.

A WHOLE LOT ABOUT I.

BUT IN MY HEAD -- AND THIS IS A MATTER OF OPINION.

THE CONFIDENTIALITY WAS BR BREACHED.

AND I HAD GREAT CONCERN ABOUT THAT.

BECAUSE YOU'RE TALKING ABOUT ONE AREA OF THE COLLEGE DISTRICT THAT THEIR FOCUS, WHAT THEIR FOCUS SHOULD BE AND WHAT'S HAPPENING CLOSE IN A CERTAIN WAY, WHEREAS THE BOARD, WE'RE LOOK AT THE ISSUES FROM THE BIG PICTURE.

AND SO FORTH.

AND MAY HAVE A WHOLE DIFFERENT SET OF CONCERNS AND ISSUES.

CONCERNED THAT WHEN ELIT COMES SOMEBODY WHO REPRESENTS THE BOARD THAT THEY HAVE AN IN-DEPTH KNOWLEDGE OF PUBLIC ENTITY GIVEANCE -- GOVERNANCE.

IN TERMS OF THE PUBLIC AND WHAT WE SHOULD DO AND SHOULDN'T DO.

AND IF WE SHOULD POSSIBLY -- BREAKING THE LAW OR SOME WAY TO MAKE SURE THAT WE STAY

>> THOSE ARE MY CONCERNS.

THE ISSUES THAT I HAVE.

[00:15:03]

I SEE IN SOME WAYS IT CAN BE A CONFLICT OF INTEREST.

>> WITH RESPECT TO THAT YOUR FINAL AREA THAT YOU WERE TALKING ABOUT, YOUR LAWYER IS HERE FOR YOU TO DO THE VERB THINGS THAT YOU -- TO DO THE VERY THINGS YOU WANT DONE.

TO TELL YOU WHAT THE LAW IS, WHAT THE REGULATIONS ARE TO RENDER ADVICE ABOUT, YOU KNOW A PROPOSED COURSE OF ACTION.

EITHER GOING FORWARD OR MAYBE SOMETHING THAT HAPPENED IN THE PAST THAT WE DON'T KNOW, YOU DON'T KNOW, IF THERE'S A LEGAL ISSUE OR NOT.

AND THAT'S WHY YOU HAVE A LAWYER.

YOU HAVE A TEAM OF LAWYERS WHO YOU PAY, ARE EMPLOYED.

WHO ARE THERE TO ASSIST IN THAT REGARD AND TO KEEP THE ENTITY OUT OF THE TROUBLE IF A CONSTITUENT GETS BENEFIT THE COMMUNITY COLLEGE DISTRICT.

SO JUST LIKE IF YOU N YOUR OWN LIFE --

>> NO.

I UNDERSTAND EVERYTHING THAT YOU SAID.

I GUESS I'M NOT QUITE SURE THAT YOU UNDERSTAND WHAT MY CONCERNS ARE.

TH THAT'S WHAT I'M LOOKING FOR AN ANSWER TO AS IF THEY'RE LEGITIMATE CONCERNS.

>> I'M NOT PRIVY TO THAT AND I'M NOT ASKING TO

>> IT'S NO QUESTION THAT THE BECAUSE WE DO SO MANY THINGS.

ESPECIALLY IN TERMS OF BUSINESS THAT YOU HAVE TO HAVE THINGS.

BUT IT DEALS WITH ONE SET OF ISSUES AND IT'S THE DAY-TO-DAY OPERATIONS OF THE DISTRICT.

>> WING WING ARE YOU WARE THERE'S A DEFINED IMAGINE WHAT TRUSTEE COMPTON MAY BE STATING, AND IF I'M INCORRECT, CORRECT ME.

IF I AS A BOARD MEMBER GO TO LEGAL COUNSEL TO ASK TO LOOK INTO N ISSUE OR TO GIVE AN OPINION ABOUT AN ISSUE, I DON'T WANT THAT SHARED UNTIL I'M THE ONE THAT WANTS TO SHARE IT.

IS THERE AN EXPECTATION? WELL MAYBE, ONE DO YOU KNOW ANY STANDARDS REGARDING CONFIDENTIALITY AS IT RELATES TO LEGAL COUNSEL FOR INSTITUTION AND TENTY SUCH AS OURS YOU JUST STATED THE RULE.

YOU SPEAK ON BEHALF OF THE CLIENT EVEN THOUGH YOU'RE NOT THE INSTITUTION, YOU'RE WORKING.

YOU'RE THE CONSTITUENT THAT IS OPERATING ON BEHALF OF THE INSTITUTION ITSELF.

SO WHEN ANY ONE OF YOU GOES TO YOUR LAWYER FOR LEGAL ADVICE THAT'S PRIVILEGED.

IT'S PROTECTED INFORMATION UNTIL SUCH TIME AS THE CLIENT CHOOSES TO WAIVE THIS.

AND WAIVERS ARE SUALLY DONE BY PEOPLE SUCH AS YOURSELVES, THE HIGHEST LEVELS OF THE INSTI INSTITUTIONS.

>> SO AN INDIVIDUAL THE U.S. TEE IS A CLIENT -- TRUSTEE IS A CLIENT NOT THE BOARD AS A WHOLE.

>> C. COMPTON: LET ME MAKE THIS CLEAR AND LET'S GET DOWN TO BRASS TAX ON THE ISSUE.

THE FACT THAT PHONE CALL WAS EVEN MADE EVEN IF IT WAS JUST TO ASK SOME QUESTIONS, IS THAT A -- THAT ATTORNEY ALLOWED, OR IS IT ETHICAL FOR THEM TO MENTION, ESPECIALLY ANOTHER EMPLOYEE OR THEIR SUPERVISOR THAT THE CALL WAS EVEN MADE.

>> I THINK THE ISSUE, IF I COULD.

I THINK THE ISSUE REVOLVES AROUND THE DEFINITION OF CONSTITUENT AND THE ENTITY.

AND MAYBE THE BOARD NEEDS TO UNDERSTAND THAT THE BOARD IS NOT A SPREPARATE LEGAL ENTITY AND W THE LAWYER REPRESENTS IS IMPORTANT AND PERHAPS-DE PROFES GREGORY CAN COMMENT

>> THAT'S HOW WE STARTED OUT OUR DISCUSSION.

YOU ALL ACT ON BEHALF OF THE ORGANIZATION.

BUT THE LAWYER REPRESENTS THE ENTITY.

IT'S A LITTLE BIT, IT'S VERY

[00:20:01]

ABSTRACT.

IT DOESN'T ALWAYS MAKE SENSE BUT THE LAWYER ENDS UP GIVING YOU REPRESENTATION BECAUSE THAT IS IN THE BEST INTEREST OF THE ENTITY.

IT BENEFITS THE ENTITY FOR YOU TO HAVE THIS LEGAL REPRESENTATION THAT IS ACCORDED BY YOUR LAWYER.

DOES THAT MAKE SENSE?

>> B. GREGORY: SO HE WILL, THEY AND YOUR TEAM, WILL GIVE YOU THE LEGAL ADVICE.

BUT IT'S ALWAYS ON BEHALF OF THE, YOU KNOW, ENTITY ITSELF.

BUT COME SUCH A TIME, AND THAT IS THE WAY THAT IT OP RATES UNTIL SUCH TIME IS THERE'S A CONFLICT BETWEEN AN INDIVIDUAL CONSTITUENT AND THE ENTITY.

SO IF -- IF THERE WERE A SITUATION, YOU KNOW, WE COULD JUST TALK ABOUT HYPOTHETICALS, WHERE A BOARD MEMBER ENDED UP BEING SUED FOR CERTAIN MISCONDUCT.

IF IT TURNED OUT THERE WAS A BASIS IN FACT FOR THE BELIEF THAT THERE WAS MISCONDUCT, AT THAT POINT THE CONFLICT, TH THERE'S -- YOU BECOME ENGAGED IN A CONFLICT BETWEEN THE ENTITENT INTEREST AND THAT INDIVIDUAL BOARD MEMBER'S INTEREST.

AT THAT POINT THE LAWYER WOULD NOT BE ABLE TO REPRESENT THAT INDIVIDUAL BOARDMEMBER ANYMORE.

IT WOULD NOT BE, IF THERE WERE MISCONDUCT, IT WOULD NOT BE IN THE ENTITY'S INTEREST TO REPRESENT SOMEBODY WHO IS AT ODDS WITH THE ORGANIZATION.

DOES THAT MAKE SENSE? BUT UNTIL YOU RUN INTO CONFLICT SITUATION, IT'S CUSTOM MARRY FOR THE LAWYER TO ACT ON YOUR BEHALF.

YOU COME TO HIM OR THEM OR HER 3 FOR LEGAL ADVICE AND THEY RENDER THAT LEGAL ADVICE.

BECAUSE THAT IS WHAT'S IN THE BEST INTEREST ECHT -- OF THE COMMUNITY COLLEGE DISTRICT.

>> THANK YOU.

>> B. GREGORY: BUT THEY'RE NOT YOUR PRIVATE, I THINK IT GETS CON CONFUSING.

IF YOU WENT OUT IN REAL LIFE, YOU WOULD RETAIN YOUR OWN PRIVATE LAWYER FOR YOUR PRIVATE BUSINESS.

BUT THIS IS DIFFERENT THAN THAT BECAUSE THEY'RE NOT YOUR PRIVATE.

>> SO THIS CONCEPT OF THE ATTORNEY REPRESENTING THE E ENTITY, THE ENTITY HAS LOTS OF DIFFERENT AGENTS AND REPRESE REPRESENTATIVES.

WE'VE GOT THE BOARD, WHICH IS THE GOVERNING ENTITY.

THE CHANCELLOR, EXECUTIVE STAFF PART OF THE ENTITY.

UNIVERSITY PRESIDENTS, PART OF T THE ENTITY.

WE'VE GOT THOUSANDS OF EMPLOYEES THEY'RE PART OF THEANT FOP THE QUESTION IS IF THE BOARD SEEKS ADVICE FROM ITS LAWYER ON SOMETHING THE BOARD WANTS TO KEEP IN ITS PURVIEW.

DOES THE LAWYER HAVE A DUTY NOT TO DISCLOSE THAT BEYOND THE BOARD? BECAUSE THE ENTITY IN THEORY SUGGESTS THAT, IF YOU'RE A MEMBER OF THE BOARD OR AN EMPLOYEE OR AN AGENT, YOU'RE PART OF THE ENTITY.

ALL INFORMATION AND ALL DUTIES OF CONFIDENTIALITY FLOW WEEKLY AMONG THE COMPONENTS OF THE EN ENTITY.

SHOULD THE BOARD BE CONCERNED ABOUT IF E WANT TO BE THINGS THAT SHOULD BE HELD ON THE BOARD LEVEL?

>> B. GREGORY: I THINK WHAT YOU MIGHT BE ASKING THE BOARD AS A QUESTION, GO TO THE LAWYER AND THEN WHETHER HAT LAWYER COULD NOT DISCLOSE IT OUTSIDE THE ORGANIZATION BUT MAYBE TO THE CHANCELLOR, TO THE PRESIDENT, SOMEBODY TO ANOTHER EXECUTIVE LEVEL --

>> ENTITY.

>> B. GREGORY: -- OFFICIAL.

>> I'LL LET YOU ANSWER THE QUESTION.

I HINK IT'S IMPORTANT TO ALSO DISCUSS HYPOTHETICALLY, IF THE BOARD HAD ITS, QUOTE/UNQUOTE SEPARATE COUNSEL BECAUSE THAT HAS BEEN PST.

TO WHOM THAT LAWYER OH ITS PRO -- OWE ITS PROFAESSIONAL RESPON RESPONSIBILITY.

THE RULE ASSISTANDS PROPOSITION BOARD OF IT IS THE SAME FOR THE BOARD'S, QUOTE/UNQUOTE SEPARATE COUNCIL AS FOR THE DISTRICT GENERAL COUNSEL.

>> TO THE ENTITY.

>> AND YOU CAN'T SFRAT SPRATT THE TWO NOW.

THINGS THAT MIGHT BE DISCUSSED AND I'LL START ANSWERING THE QUESTION.

IF THINGS ARE IS THSHARED WITH BOARD ARE NOT REQUIRED TO BE SHARED OOZE OF THE PURR SVIEW OF THE BD OR WITH THE EXECUTIVE LEADERSHIP OF THE BOARD, I WOULDN'T SHARE IT.

IF DOC-- IF IT'S IN THE BEST

[00:25:04]

INTEREST OF THE DISTRICT TO DO SO AND THE COURSE OF MY YOU REQUIRED TO ETHICALLY SHARE THAT INFORMATION.

IF YOU HAVE TO DEVELOP FACT INTO OTHER SERVICE ON BEHALF OF THE CLI CLIENTS.

THAT WAS A LONGER INTERRUPTION THAN I INTENDED.

I THINK THAT'S WHAT THE QUESTION GETS TO THE HEART OF.

I THINK WE STARTED OUT WITH THAT PROPOSITION.

IF THE BOARD HYPOTHETICALLY OWN LEGAL COUNSEL WHO WOULD THAT COUNSEL HAVE IT ALLEGIANCE?

>> B. GREGORY: IF YOU HAD YOUR OWN LAWYER THAT YOU RETAINED AS THE BOARS BOARD AS A CLIENT THEN YOU WOULD BE THE CLIENT OF THAT

LAWYER>> I DON'T THINK YOU CAN SEPARATE THAT --

>> PROFESSIONAL RESPONSIBILITY.

TO MATTERS THAT ARE DISCUSSED IN CLOSED SESSION BETWEEN THE BOARD AND LAWYER HAVE AN INDEPENDENT LEVEL OF PROTECTION?

>> YES.

>> I -- THE LAWYER CANNOT GO OUT AND TALK TO ANYBODY NOT IN THE CLOSED SESSION.

>> NO I'M BOUND BY THE SAME RULES AS THE BOARD MEMBERS.

EXCEPT TO THE EXTENT MY ETHICAL JOB OBLIGATION TO THE DISTRICT TO SHARE THAT WITH OUTSIDE COUNSEL IF THEY'RE WITHIN THE SAME PRIVILEGE.

I MIGHT DO THAT IN THAT INSTANCE.

>> MY QUESTION, INCUMBENT UPON THE COUNCIL IF SOMEONE MAKES A PHONE CALL AND ASKS A QUESTION, IS IT -- ARE THEY REQUIRED TO TALK IT UP OR ARE THEY SUPPOSED TO KEEP IT CONFIDENTIAL?

>> I'M LOST BECAUSE YOU HAVE A LOT OF INDEFINITE PRONOUNS.

I DON'T KNOW THEY.

>> I MAKE A PHONE CALL AND I ASK A QUESTION.

SOMETHING THAT I MAY HAVE HEARD WERE IN THE PUBLIC QUITE A B BIT-B

BIT>> B. GREGORY: YOU AS A BOARD MEMBER?

>> ME AS A MEMBER OF THE BOARD.

AS A MEMBER OF THE BOARD, I CALLED IN A CONCERN THAT WAS SUGGESTED BY OKAY.

IS IT -->> B. GREGORY: WHO ARE YOU CALLING?

>> THE LEGAL DEPARTMENT.

>> B. GREGORY: OKAY.

>> THE LEGAL DEPARTMENT AT THAT POINT, WHOEVER IT IS THAT GETS THE PHONE CALL, FOR THE LEGAL ADVICE OR AS GOING ON, YOU KNOW SOMETIMES -- SOMETIMES STUFF GETS PASSED ROUND AND IT'S ABSOLUTELY LAUGHABLE.

BUT AT THE PAOINT, DON'T LOOK INTO IT, THEN, WELL, ANYWAY.

IF I WERE TO CALL AN ASK A QUESTION -- BEING TO YOUR LEGAL.

>> TO MY LEGAL EAGLES AND THEY SIT BACK AND THEN MAKE FOUR OTHER PHONE CALLS AS SOON AS WE HANG UP, DID YOU KNOW THIS, DID YOU KNOW THIS? SOMEBODY CALLED ME AND SAID.

ARE YOU SURE THAT'S RIGHT? DO YOU THINK THAT'S RIGHT? AND SO NINE OTHER PEOPLE KNOW WITHIN TWO HOURS THAT I MADE A PHONE CALL.

>> SO WHAT'S YOUR QUESTION?

>> D. ZIMMERMANN: THE QUESTION IS IS IT UP TO THE IF LEGAL -- THE LEGAL DEPARTMENT TO PASS AR AROUND MY QUESTION UNTIL THEY GET SOMETHING OF AN ANSWER? OR IS THERE LEGAL WORK THAT SHOULD BE LOOKED IN TO, FIND AN ANSWER, GET BACK TO ME AND WITH THE ANSWER, THEN I CAN GET BACK TO MY PERSON WHO ASKED THE QUESTION.

BEFORE IT'S PASSED THROUGH THE ORGANIZATION AND SOMETHBODY ELS MADE A MONSTER OF IT BECAUSE THEY DON'T KNOW EXACT CAN I LIE WHAT WAS SAID.

>> DO WE KNOW IF THAT HAPPENED OR HYPOTHETICALLY?

>> THIS IS A QUESTION.

>> HYPOTHETICAL BECAUSE IT'S

RELATED TO -->> D. ZIMMERMANN: AT THIS POINT IT'S HYPOTHETICAL.

BUT THE IDEA OF IT HAPPENING FROM OTHER THINGS THAT WE KNOW AB ABOUT.

>> MAY I INTERJECT SOMETHING TO THE HYPOTHETICAL AND FOR PROFESSOR GREGORY IT'S IMPORTANT TO KNOW.

THE BOARD HAS A POLICY THAT GIVE EVERYONES REQUEST FOR LEGAL ADVICE COUNCIL THAT IS INBOARD POLICY.

THE HYPOTHETICAL QUESTIONS FROM TIME TO TIME FROM BOARD MEMBER FPS POLICY ASKED THOSE TO BE DIRECTED TO THE BOARD CHANCER WHO -- COMPHANCEL MAKE SURE WE CLARIFIED THAT.

I THINK THE QUESTION, AS I UNDERSTAND IT, THE HYPOTHETICAL WOULD BE IF A QUESTION IS ASKED OF GENERAL COUNCIL OR THE MEMBER OF THE LEGAL DEPARTMENT BY A BOARD MEMBER AND REQUIRES THAT COUNSEL TO MAKE OTHER INQUIRIES TO ANSWER, ARE THEY PER IN IT MYTHED TO DO SO?

>> B. GREGORY: EVEN IN YOUR OWN PRIVATE LIVE, IF YOU RETAIN A

[00:30:01]

LAWYER AND YOU WANT SOMETHING DONE, THAT LAWYER NEEDS TO ALMOST IN EVERY INSTANCE GATHER INFORMATION TO BE ABLE TO FIGURE OUT WHAT'S GOING ON.

FIGURE OUT WHAT THE FACTS ARE.

FIGURE OUT WHAT THE LEGAL RAMIFICATIONS ARE.

USUALLY YOU HAVE THAT DISCUSSION WITH THE LAWYER AT THE TIME THAT THE REFERRAL IS MADE.

BUT THAT'S -- IN THE ETHICAL RULES PROVIDE THAT LAWYERS ARE, YOU KNOW, ALLOWED TO FURTHER.

IT'S CALLED FURTHERING THE REPRES REPRESENTATION.

THEY'RE PERMITTED TO HELP YOU.

AND THEY CAN'T HELP YOU IN A VA VACUUM.

THEY ALMOST ALWAYS HAVE TO GET INFORMATION TO BE KNOWLEDGEABLE ABOUT WHAT IS GOING ON.

DOES THAT HELP YOU?

>> YEAH.

>> OTHERWISE THEY CAN'T REALLY INTELLIGENTLY GIVE YOU AN OPINION ON THE LAW.

>> THEY WOULDN'T WASTE SOMEBODY ELSE'S TIME CORRECT?

>> I -- THAT'S COMMON SENSE.

I DON'T KNOW WHY THEY WOULD WASTE ANYBODY'S TIME TRYING TO GET OTHER THAN WHAT YOU JUST SAID.

>> CAN YOU ENDESCRIBE TO ME AND WHAT THE LEGAL COUNSEL OPERATES WITH THE COL COLLECTEDANT TIS YOU MENTIONED.

LEGAL COUNSEL THAT DOESN'T REPRESENT THE AS A WHOLE.

BUT A SUBGROUP OF THAT ENTITY OF THE BOARD?

>> I MEAN, THREE ENTITIES THAT I'M FAMILIAR WITH WERE THE ELECTED APPOINTED BOARD DFW AIRPORT, DALLAS CITY COUNCIL AND OTHER LOCAL MUNICIPAL GOVER GOVERNMENTS.

THERE ARE A LOT OF CIRCUMSTANCES ESPECIALLY DART AND DFW AIRPORT WHERE ADVERSE.

AND A LOT HAS TO DO WITH LITIGATION, TAX SHARING ARRANGEMENTS AND THAT SORT OF THING WHERE YOU WANT TO MAKE SURE THAT A BOARD AS AN ENTITY HAS ITS OWN INDEPENDENT LEGAL ADVICE.

AGAIN, IT'S A CHECK AND BALANCE.

MAKE SURE THAT WE UNDERSTAND AS A BOARD WHAT QUALITY OF INFORMATION THAT WE'RE GETTING AND THAT IT'S NOT BEING A NEWLY INFLUENCED BY AN EXECUTIVE OF THE ENTITY.

>>

>> THOSEANT TIS YOU MENTIONED DON'T HAVE THEIR OWN COUNSEL THEY JUST HELP CHOOSE THE COUNSEL.

>> WHO GETS TO SELECT THE COUNSEL THAT WE PROVIDE SE SERVICES --

>> THERE IS NOT A LOT OF SITUATIONS WHERE CONFLICTS ARISE.

PROBLEM LESS HERE THAN THE OTHER ENTITIES.

THERE'S A QUESTION OF DIFFERENT.

AND IS IT A DIFFERENCE OF MATTER OR

>> I'M WONDERING THE CITY OF DALLAS GOT HOLD OF THE THAT HANDLE A WHOLE LOT OF DIFFERENT THINGS.

IT BECOMES A MATTER OF THE -- THEN -- OF SUPERVISOR AND EMPLOYEE.

A AND WHO THAT PERSON, WHOEVER THEY ARE POSITION WHO THEY THINK IS MORE

[00:35:02]

IMPORTANT.

THE PERSON WHO CONTROLS THEIR ORGANIZATION AND THE AMOUNT OF MONEY THEY MAKE.

LET'S JUST, TO BE CLEAR.

ONE PARTICULAR GOING INTO IT, BUT DTHINKING ABOUT THE ISSUE.

I HAVE FROM THE PERSPECTIVE OF THE BOARD MEMBER.

I THOUGHT ABOUT IT.

I'M AWARE OF THE POLICY ABOUT FUNNELING THINGS.

I UNDERSTAND THAT.

I LEGAL COUNSEL TO ANSWER MY QUESTIONS AND TO HELP ME WITH MY THOUGHTS ABOUT WHAT HAD HAPPENED.

AND O FORTH.

WELL, I SPECIFICALLY REMEMBER S SAYING THIS CONVERSATION IN BETWEEN TWO OF US.

IT'S JUST INFORMATION AND HELP MED WITH THE THOUGHT PROCESS.

CHANCELLOR WAS ON THE PHONE CALLING ME TELLING ME THAT OUR LEGAL COUNSEL CALLED HIM AND TOLD HIM THAT HE HAD TALKED TO ME.

AND TO ME THAT WAS A BREACH OF CONFIDENTIALITY TO ME.

AND THEN THE CHANCELLOR WHAT YOU DISCUSSED.

HOW DO I KNOW THAT>> WASN'T ON THE THE OTHER END OF THE PHONE.

I JUST CALLED CALLED AND ASKED QUES QUESTIONS.

THAT'S WHEN I HAD CONCERN.

FROM THE DAY I CAME ON THIS BOARD, I'VE HAD SOME CONCERN ABOUT LEGAL COUNSEL REPORTING TO THE CHANCELLOR AND ALSO GIVI GID A -- ADVICE TO THE BOARD.

THAT KIND OF BROUGHT T HOME TO ME MORE.

IT ALSO REINFORCED OTHER THINGS I OBSERVED.

THAT'S WHY I DON'T TALK TO THESE FOLKS.

IF I HAVE A CONVERSATION WITH THEM, IT'S MORE OR LESS ABOUT THE WHETHER.

-- WEATHER.

BECAUSE I KNOW THAT EVERYTHING I AM SAYING OR ANY OBSERVATION THAT I'M MAKING IS BEING RE REPEATED TO THE CHANCELLOR.

SO HE DOESN'T AND GRANT CRYOUR WISH, I DON'T TALK TO THEM.

THAT CONCERNS ME.

NOW LIKE I SAID, AS FAR AS I'M CONCERNED IT'S A MATTER OF INDEPENDENCE.

OR WHOEVER IS SITTING IN THE LEGAL COUNSEL THINKING THEY DON'T FEEL THEY'RE IN JEEPTY OF -- JEOPARDY OF LOSING THEIR JOB OR BEING CHASTISED AND WE CAN BE ASSURED THAT WE ARE G GETTING STRAIGHT UNBIASED OPINION AND FACTS.

BECAUSE I DON'T WRONG AND YOU COULD CORRECT ME UNLESS THEY DO HAVE A QUESTION ABOUT SOMETHING THEY'RE NOT CERTAIN ABOUT.

>> OTHER DISCUSSION?

>> LET'S MAKE THE BSERVATION EFFECTIVE RELATIONSHIPS BETWEEN ATTORNEY AND ANY CLIENT REALLY DEPEND ON HIGH LEVEL OF THE COMMUNICATION, TRUST, MUTUAL RESPECT.

PRIVITY AND ABILITY TO KEEP CONFIDENCES AND EVERYTHING SPELLED OUT IN THE CODE OF RESPONSIBLE ASKED THE QUESTION WE DO IT THIS WAY.

>> WE'RE HAVING THAT DISCUSSION NOW BY -- I WANT TO SAY THAT I ACTUALLY THINK THIS WORKS PRETTY WELL FOR US AND THIS IS MY EXPERIENCE.

I THINK WE GET GOOD LEGAL ADVICE.

OFTEN IT'S INFORMED BY EXPERIENCE AND I APPRECIATE THAT.

AND THINK AS BOARD MEMBERS IF WE HAVE A POLICY THAT SAYS IF WE'RE ALL PEAART OF THE ENTITIES OF T CLIENT AND THE POLICIES SAY WE HAVE TO COORDINATE WITH THE LEGAL ADVICE OF THE CHANCELLOR, WE NEED TO BE DOING THAT.

THEY DON'T REPRESENT US EACH INDI INDIVIDUALLY.

THEY REPRESENT COLLECTIVELY.

AND THE NAERN LEADS THE ENTITY IS THE CHANCELLOR.

I THINK PERSONALLY HE'S ENTITLED TO KNOW EVERYTHING GOING ON IN TERMS OF THE DIALOGUE BETWEEN THIS BOARD AND ENTITY AND THE GENERAL COUNSEL AT LEAST IN THE

[00:40:01]

WAY WE'RE CURRENTLY SET UP.

I THINK THIS IS A THEORETICAL DISCUSSION IN A LOT F WAYS.

I WANT TO MAKE SURE YOU UNDERSTAND THE APPRECIATION I HAVE FOR THE WORK YOU DO YOU ARES FOR US.

>> I APPRECIATE THAT TRUSTEE RI RITTER.

I CAN ONLY SPEAK FOR MYSELF.

I'VE BEEN DOING THIS FOR 35 YE YEARS.

MY RESPONSIBILITY IS TO MY CLIENT.

MY CLIENT IS THIS ENTITY.

IT DOESN'T MATTER WHO SIGNS MY LEAVE REQUEST OR OVERSEES -- ME ADMINI ADMINISTRATIVELY.

I HAVE TOLD YOU REPEATEDLY I DON'T REPRESENT ANY OF YOU INDI INDIVIDUALLY.

THE SO THE EXPECTATION THAT I REPRESENT YOU IN THE INDIVIDUAL PERSONAL CAPACITY IN ASSOCIATION WITH YOUR OBLIGATIONS AS A TRUSTEE IS SOMETHING I TRY TO MAKE CLEAR.

I WILL DEVELOP THE PACS FACT -- FABLTHS AND I'VE PROFESSIONAL GREGORY CLOSE OR TAKE OTHER ADDITIONAL QUESTIONS.

>> DO YOU HAVE ANY ADDITIONAL COM COMMENTS?

>> B. GREGORY: I DON'T KNOW THE PLAYER OR KNOW YOU ALL BY NAME BUT YOU DID AN EXCELLENT JOB OF ARCTIC COLLATE LATHING -- ARTICULATING HOW IMPORTANT THE ATT ATTORNEY-CLIENT RELATIONSHIP IS AND THE TRUST THAT YOU HAVE TO HAVE IN YOUR LAWYER AND WEAVER R WIMP R ONE OBSERVATION IF YOU FOUND YOURSELF IN A SITUATION WHERE WHERE YOU WERE TALKING TO YOUR LAWYER AND YOU DON'T WANT IT TO GO BEYOND THAT CONVERSATION, YOU OUGHT TO SAY AT THE OUT SET I NEED SOME ADVICE, BUT I DON'T WANT IT TO GO BEYOND THE TWO OF US.

AND AT THAT POINT YOUR LAWYER MAY VERY WELL SAY, I'M SORRY, BUT WHATEVER YOU TELL ME NEEDS TO BE UTILIZED IN SUCH A WAY TO HELP THE INSTITUTION ERTHS.

AND -- ITSELF.

AND IF THERE'S SOMETHING -- OTHERWISE YOU'RE PUTTING EACH OF YOUR SELVES INTO A CONFLICTED SITUATION.

BECAUSE YOU'RE SUPPOSED TO OPERATE AS A GROUP, IN TANDEM.

WHERE YOU TRUST EACH OTHER UP AND DOWN THE HIGHEST LEVELS OF THE ORGANIZATION.

YOU'RE THERE FOR A COMMON PURPOSE.

TO HELP THE KIDS, BENEFIT THE INSTITUTION.

AND IF THAT'S EVERYBODY'S GOAL IDEALLY, THEN --

>> ETHICALLY BY THAT.

TO COMMIT NOT TO FUNNEL THE

CONVERSATION -->> B. GREGORY: RIGHT.

THAT'S WHY I SAID, YOU MIGHT WANT TO SAY AT THE OUTSET.

VY SOMETHING THAT IS CONFIDENTIAL I WOULD LIKE TO SHARE WITH YOU BUT I DON'T WANT IT TO BE SHARED WITH ANY OF THE OTHER TRUSTEES.

I DO NOT WANT IT TO BE SHARED WITH THE PRESIDENT OR THE CHAN CHANCELLOR.

AND MY GUESS WOULD BE AT THAT POINT --

>> IF I ASK THAT QUESTION I WOULD HAVE TO ADVICE THE -- ADVISE THE BOARD MEMBER, I CANNOT GUARANTEE I WILL OT SHARE THE INFORMATION.

NOT KNOWING WHAT THE INFORMATION IS, YOU HAVE AN OBLIGATION AS A CLIENT.

EVEN IF A BOARD MEMBER WAS TO ASK THAT QUESTION, AND IT HAS NOT HAPPENED, OR MAKE THAT QUESTION OF ME, I WOULD SAY, I WOULD HAVE AN OBLIGATION TO SHARE THAT AS KNOWS PROTECT THE BEST INTEREST OF THE CLIENT.

WHATEVER THAT MAY BE.

>> I LEARNED A LOT ABOUT WHAT'S GOING ON WITH VARIOUS ASPECTS OF THE DISTRICT THROUGH MY PEERS AS TRU TRUSTEES.

AND YOU WOULD APPRECIATE IF SOMEONE HAS A QUESTION OR CONC CONCERN OR SOMETHING GOING OP OUT THERE TO BE MADE AWARE OF.

WITHIN THE CONFINES OF THE CONFIDENTIALITY PERHAPS OUTSIDE OF THE BOARD, I THINK THAT WE AS A GROUP NEED TO KNOW IF THERE'S CONCERNS GOING ON, PERSONNEL OR WHATEVER, THAT THE WHOLE BOARD REALLY ISN'T A CASE THAT I CAN SIGH R SAY TO YOU -- TO OU -- IT'S BETWEEN ALL OF US.

PARTICULARLY AS THE BOARD.

PARTICULARLY WE'RE A GROUP OF PEOPLE LIKE MIND AND COMMON PURPOSE.

TO UNDERSTAND WHAT IS GOING ON ALL AROUND THEM, WITH KNOWLEDGE AT THE SAME TIME IS AN IMPORTANT THING TO HAVE.

WE MAY HAVE TO MAKE COMMENT SOMEWHERE OUT THAT WE DON'T HAVE ANY KNOWLEDGE OF.

EDUCATIONAL LEVEL OF ALL OF US IS GOING TO BE ABOUT THE SAME ON ANY ISSUE HAT COMES UP THAT PERTAIN TO THE

>> ANYONE ELSE? FURTHER DISCUSSION?

[00:45:01]

IS THERE A CONSENSUS ON BE HAVE OF THE BOARD TO MOVE FORWARD TO GET OUR OWN LEGAL COUNSEL? IS THERE A CONSENSUS?

>> IS THERE A CONSENSUS FOR THE LEGAL COUNSEL TO REPORT DIRECTLY TO THE BOARD INSTEAD OF THE CHAN CHANCELLOR? ANY CONSENSUS? I WAS GOING TO CALL YOU TRUSTEE, BUT YOU'RE NOT A TRUSTEE.

MR. WINLAND CAN YOU PLEASE SHARE WITH THE BOARD THE MEANS OF REFRESHING OUR MEMORY THE POLICY ON HOW YOU WERE SUPPOSED TO FUNNEL INFORMATION?

WHAT YOUR OBLIGATION IS>> DON'T THINK CAN I CALL OUT CHAPTER AND VERSE.

>> NOT RIGHT NOW.

>> ABSOLUTELY.

>> HOW DARE YOU NOT BE A COMPUTER AND SPIT IT OUT.

>>LY CERTAINLY DO THAT HAPPEN.

I WILL REFRESH THE BOARD'S RECOLLECTION.

>> IF CAN I HAVE A MOMENT?

>> I WANT TO THANK PROFESSOR GRE GREGORY.

SHE DID THIS FOR NO COMPENSATION.

SHE REFUSED TO TAKE COMPENSATION.

SHE'S A LAWYER THAT DOESN'T DEMAND TO GET PAID I APPRECIATE THAT.

AND DID THIS OUT OF THE OODNESS OF HER HEART SAYING HE GOT A CALL FROM PROFESSOR GREGORY.

HE DID CALL ME TO TELL ME SHE HE HAD SPOKEN WITH HER.

AND I RESPECT THEM BOTH.

>> THANK YOU.

WE APPRECIATE IT.

>> IN A DIFFERENT SETTING IT MAY HAVE BEEN A DIFFERENT SETTING.

MAYBE IT NEVER HAPPENED.

I WOULD LOVE TO PICK YOUR BRAIN.

>> NOT ABOUT THIS.

OTHER THINGS.

>> OKAY.

THE 1:00 CLASS WILL THANK YOU.

>> THANK YOU SO MUCH.

IF THERE'S NOTHING ELSE WE'RE NOT GOING INTO EXECUTIVE SESSION.

THIS PART, THE WORK SESSION IS OVER.

WE WILL RECONVENE FOR EDUCATION AND WORKFORCE COMMITTEE MEETING AT 1:30.

THANK YOU SO MUCH.

* This transcript was compiled from uncorrected Closed Captioning.