On Tuesday evening, Nov. 19, the Board of Selectmen (BOS) received its customary quarterly update from the Wilton Library Association (WLA).
While the financial update provided the ostensible reason for library officials to attend the BOS meeting, WLA Treasurer Penny Maxwell went beyond the numbers with a lengthy statement about the transparency of the library’s finances under her stewardship. Her comments seemed to be in response to criticism and questions recently raised by some members of the Wilton’s Board of Finance (BOF), though she did not specifically refer to them.
The library’s Executive Director Caroline Mandler opened the discussion with highlights of library programming from the last quarter, including events, collaborations, and news of a recent award the library received for the Brubeck Collection.
Mandler cited a number of statistics showing growth in library activities, such as:
- 9% increase in library visits and digital circulation
- 22% increase in the number of programs for children, teens and adults
- 36% increase in the use of study rooms
- 38% increase in overall program attendance
- 61% increase in computer use
Notwithstanding the impressive statistics, the library has come under scrutiny in recent weeks, stemming from the controversy over its first writer-in-residence who was accused of Antisemitism. Following the library’s decision to cut ties with the writer — a decision praised by some members of the community and criticized by others — some members of the Board of Finance (BOF) have recently begun asking questions about whether the BOF should be taking a more active role in financial oversight of the WLA. The BOF has some authority over BOS budget line items including the annual WLA grant which is just over $3 million.
“I would like to give a statement on my role as the treasurer of the Wilton Library Board of Trustees,” Maxwell told the selectmen, as she proceeded to give an overview of her financial credentials and the various efforts the library routinely makes to ensure transparency in its financial reporting. Maxwell is also a trustee nominated to the library board by the BOS. [The statement below was edited slightly for brevity, mainly to omit the details she shared of her family’s personal patronage of the library.]
“A board of trustees should represent the profile of the town and bring skills to support the management of the library. I have been a citizen of our town for 15 years. I have two children in our excellent public schools, and I’m a vice president of finance at IBM, where I have worked for over 25 years. My financial background was key to your [BOS] selection, and it is why I am currently the treasurer of the Wilton library. I’ve been an auditor, a treasurer, a [inaudible], and I currently lead the financial planning for IBM’s consulting unit. In fact, yesterday I presented our $20 billion-plus budget to our CFO. So why would I want to join the Wilton Library? The mission of the library is to inform, to enrich, to connect and to inspire our community, and this means all members of our community. I’ve been a patron since we moved to town 15 years ago. My husband and I are Founder’s Circle donors… It’s an honor to support this excellent community resource in so many ways. So each month, I sit down with the staff of the library and review our financials. I present them to the Finance Committee, the Executive Committee, and to the full board. As you are aware, I presented the Wilton Library financials to the Board of Selectmen on Aug. 5. It is our practice to do this quarterly, which is why I’m here with you this evening. After these reviews, our financials are available to the public on the Town website, via the agenda documents. In addition, we publish our annual report on the Wilton Library website, which presents summary financial information. Finally, we participate fully in the annual budgetary process, reviewing library details with the Board of Selectmen. This same information has always been available to the Board of Finance.”
With that said, Maxwell shifted to the Library’s latest budget numbers. She reported that after the first quarter, the WLA is projecting to be on budget for the fiscal year. [Editor’s note: Last April, former Treasurer Mike Boswood had forewarned the selectmen about the potential for a $30,000 shortfall in the WLA’s budget after the BOS decided the annual grant from the Town would be somewhat less than the WLA had requested for the FY’25 budget.]
Maxwell explained that while some of the revenue figures (such as book sales) for the quarter appeared to be lower than at the same time last year, the deficits had more to do with fluctuations in the timing of events and were expected to come into line throughout the year.
First Selectman Toni Boucher — who took her own share of criticism from members of the public who felt she inappropriately pressured the WLA to terminate the relationship with the writer-in-residence — thanked Maxwell for the financial update.
“I really appreciate this report. It’s one of the more clear and concise presentations I’ve seen… I really appreciate the really good work you’ve done with this [to] make it really understandable,” Boucher said.
Discussion about the Wilton Library during the BOS meeting did not end there. Later, Selectman Bas Nabulsi urged the board to consult legal advice pertaining to WLA trustees nominated by the BOS.
Obligations of BOS-nominated Trustees
The Town of Wilton and the Wilton Library have a public-private partnership agreement, in which the Town provides an annual grant that typically funds 75% of the library’s overall budget, while the library is responsible for generating the remaining portion through fundraising, book sales and other revenues. Under the same agreement, the Board of Selectmen may nominate 1/4 of the members of WLA’s Board of Trustees, who the WLA may then elect to the board.
Nabulsi (who is also an attorney) said he believes that once BOS nominees are elected, they have a fiduciary responsibility to the library and not to the Board of Selectmen. He said he is concerned about “mixed messaging” that may be occurring
“I feel like we need some legal advice on the the messaging to the members of the library board that we bring to the attention of the Wilton Library Association for their consideration,” he told the selectmen. ” I don’t think it’s correct — this is my view — that the people that we bring to the Wilton Library Board are ‘our’ members of the board. I don’t think that they are… When they become members of the Wilton Library Board, 100% of their fiduciary responsibility is to the library. None of it, in my judgment, is to the Board of Selectmen.”
“Now the Board of Finance is thinking that maybe they should have a designee on the Wilton Library board. I would appreciate some clarification from counsel on whether my understanding of what is happening is correct… because if I’m correct, we’re sending a very mixed message to the people that we recommend to the Wilton Library as to what role they’re supposed to play,” Nabulsi said.
“I think the legal counsel needs to advise us as to whether we’re correct in saying to these individuals that they have some sort of mixed fiduciary responsibility to the library and to us [the Town], because I don’t think that’s correct,” Nabulsi said.
Boucher agreed with Nablusi’s suggestion to seek the advice of Town counsel so everyone is on the same page.
“I would like some clarification, because I am new to this agreement and don’t have a history with it… so I think that’s a good idea,” Boucher said.
More BOS News
Town Administrator Matt Knickerbocker gave an update on the construction of the new police headquarters. While he emphasized that the project is on time and on budget, Boucher noted that the contingency funds were “tight” and officials were “keeping a close eye on it,” though major contingencies are not anticipated at this point in the project.
Knickerbocker called it “the exciting phase of the project” which is “speeding toward completion.” Officers are expected to move into the new building starting in late August 2025. Demolition and abatement of the old building will follow and could be complete by January 2026.
Following a confidential executive session, the board voted unanimously to appoint three new members to the Economic Development Commission in order to fill vacancies: John Macken (a longtime member and former chair of the Parks and Recreation Commission), Lana Giancarli and Andrew Warren. Boucher noted she had just received notice of the resignation of another member of the commission, creating yet another vacancy that will need to be filled.
The board also gave approval to re-appoint attorney Ken Bernhard as town counsel “for the sole and limited purpose of signing the Town’s application for state reimbursement funding” pertaining to the Miller-Driscoll renovation project, which was completed in 2017. Boucher explained that “the person responsible for submitting the paperwork to the state to get the reimbursement… did not fulfill this obligation” at the time. Boucher said there has “unfortunately and unnecessarily” been “a cost to the Town” as a result of the new effort to secure the reimbursement. GOOD Morning Wilton will reach out to Boucher for more information on the matter.
The selectmen unanimously approved an agreement for an easement required for the planned repair work of the Seeley Road Bridge.
I look forward to Town Counsel’s thoughts on the fiduciary role of BOS-nominated Library trustees. I was a BOS-nominated trustee, and I can confirm that during my tenure, in practice the responsibility of the BOS-nominated trustees to the Library and the Town is as Bas described it.
In my experience on the Library board as well as on numerous other boards of directors, as a trustee a fiduciary’s obligation runs to the organization, not to the entity or parties that nominated them. Once I was seated on the Library board, I had no greater or lesser obligation than any other trustee – to use my judgment to the best of my ability to make decisions in the best interest of the organization. There were no “regular” trustees and “Town” trustees – there was just a board of trustees.
People may then wonder why 1/4 of the board is nominated by the BOS. The answer is actually quite simple – it is to provide a line of direct communication between the Library board and the Town, since the Town does fund a significant part of the Library budget. The quarterly meetings where the BOS-nominated trustees appeared before the BOS were used to apprise the BOS of the financial status of the Library, any new initiatives that were being undertaken, etc. and from the other direction it allowed the BOS to communicate any concerns or desires, financial or otherwise, so that they could be relayed back to the Library board for consideration. There were no “directives” from the BOS to act in a certain way.
Speaking only from my experience, it was a pleasure serving on the Library board. Ironically, I served for many years on the Nominating Committee that interviewed and recommended potential new “other” trustees to the board, and the quality, dedication and vast experience of all of the trustees is truly inspiring. The thought that a seat on the board should be “reserved” for a member of the BOF, or that the BOS-nominated trustees should take their marching orders from the BOS rather than using their fiduciary judgment, or that the board could have funding withheld because of “controversial” programming, is appalling to me. The trustees, however they end up on the board, are charged with the duty to act in the best interest of the Library, and that is exactly what in my experience they have done. While questions are always appropriate as to decisions made in the governance and direction of the organization, questioning the allegiances and loyalties of the board members are not. It is my sincere hope that when Town Counsel responds to the questions posed by the BOS that they will confirm this to be the case.
As Penny Maxwell’s predecessor as Treasurer of Wilton Library I found her comments about financial transparency timely. Misconceptions about the library’s governance threaten to damage a hugely important local institution. Yesterday’s statement should serve to dispel any impression that the Library is less than open in its dealing with the Town. Likewise, Selectman Bas Nabulsi’s request for legal clarification of the fact that Library trustees owe their allegiance first and foremost to the institution they have been appointed to serve is helpful.
One additional fact should serve to quieten any lingering concerns about the quality of financial management at the Library. Every year PKF O’Connor Davies conduct an external audit of the Wilton Library Association’s financials. Every year the audit is presented to the Finance Committee and the full board. Every year in my experience the audit has been wholly satisfactory. Last year, as I reported to the BoS in January, the Library received a 100% rating in Charity Navigator’s Accountability and Finance ranking, indicating a best-in-class balance between administrative expenses and those spent on programs and materials.
When controversies arise, as they inevitably will in the interesting times in which we live, I think the first impulse of our elected officials should be to defend rather than to criticize, or worse threaten, our Library.