News

New Council tackles Pennell
By Elizabeth Prata

Gray--Last Thursday, Gray, SAD 15, and Gray Public Library Association (GPLA) officials met to discuss transferring the Pennell Institute Trust to the GPLA, and things did not go well.
Right, Pennell Institute, June 2005. The Monument: Jeanne Adams photo

Background History

A contentious issue for almost three years now, at the outset no one thought that it would take so many years, several lawsuits, turnover of three boards and lots of legal fees to get back to what SAD 15 Board member and Facilities Chair Peter Pinkerton called "square one."

SAD 15 has a set of buildings and lands that are in a trust, begun by Henry Pennell in 1876. The 5-acres of land and two buildings are the assets to be used for educational purposes, and they were, from 1880 or so until 1962, when the SAD was formed. Then the SAD took over the trust from the Town and continued the trust's educational mission.

In 2002, the SAD deemed that the Pennell complex was no longer usable for educational purposes. Normally the School Department would just have to go through the State School Closure Act when they want to dispose of unused buildings. Because there is a trust governing the assets, the SAD must appeal to the Attorney General, not the state law, to dispose of the building. The AG oversees all trusts in the state of Maine.

The catch is not only that the AG must agree to the transfer, but the SAD must find an entity or corporation that will use the space for educational purposes so that the trust can be perpetuated. There are not many of those entities around, and of those that exist, few have the money to renovate a 120-year old building to the tune of a million and a half dollars. For a while, the Town of Gray proposed putting its Administrative offices in there and co-habitating with the SAD Administration, thus covering the educational directive, but that plan fell through.

Meanwhile, the Gray Library studied its current and long-term needs and saw that they would need to expand to meet demand. They began to talk about expanding to Pennell. However, the AG already said that a municipality is not an educational institution, so the Library Trustees decided to form a tax-exempt, non-profit corporation, the Gray Public Library Association, that would be separate from the Town. This way, the trust could be handed to the GPLA. As GPLA member Ray Clark stated to the gathering on Thursday, "The reason the GPLA was formed was to raise money to refurbish Pennell." The SAD leapt on this new idea and the School Board voted to pursue it.

Non-binding referendum

The Town, under former Council Chair Pam Wilkinson, said that they would like to present the concept to the citizens through a non-binding referendum at the polls in June before pursuing it. Ms. Wilkinson said the referendum was like taking the citizens' temperature, and if they were for it, then the Council would feel comfortable moving in a direction that they knew the citizens supported.

The non-binding referendum asked "Should the Town of Gray work with the newly formed citizen's group, 'Gray Public Library Association,' which intends to refurbish the existing Pennell School Building, so that the town could then lease the building back to serve as the Town's sole library with subsequent use and operation of same to be at the town's sole expense?" 582 people said yes and 160 said no.

So on Thursday about a dozen members of the Town of Gray, SAD, and GPLA, along with their lawyers, met in Stimson Hall and sat around the big table to begin talks.

The infamous meeting

Manager Mitchell A. Berkowitz called the meeting, and facilitated it on behalf of the two main parties, the SAD who possesses the trust, and the GPLA, who wants the trust. He said that the non-binding referendum results gave a go-ahead with pursuing the idea, and he also recommended bringing the Attorney General into the mix. The AG would examine the deal and determine whether the Pennell-as-Library concept upholds the trust. He also reminded the gathering about the second trust, $25,000 in cash with $10,000 interest accumulated.

The Town handles the cash trust, which is supposed to be used for teacher salaries, repairs, and fuel. Mr. Berkowitz floated the notion that the Town could hang on to that cash and use it to pay down the SAD monthly bills, an educational purpose. Attorney William Dale supported that idea, saying, "There is no real need for the cash to be transferred."

SAD 15 Board member Tod Bennett demurred. He said that at 5%, the $1,700 in interest per year would certainly pay for oil, and that the entire trust should be transferred in a package. GPLA Attorney Dan Walker asked how the money has been handled in the past, and Mr. Berkowitz replied that it had never been disbursed.

Tensions had risen over the skirmish with the cash trust, the parties took a breath and began talking nuts and bolts of the transfer. William Dale said that the AG would be informed of the new talks, either through written communication, verbal updating, or in person.

Gray Council Chair Gary Foster said that he still had issues with the ownership of the trust. It had been discovered through document research that when the SAD went for a bond years ago to pay for a Pennell expansion, that the assets were removed from the trust for collateral and were to be put back into the trust when the bond expired.

That re-introduction never took place, ostensibly leaving ownership of the building in Gray's hands. Mr. Foster said that he had brought up this issue several times at the Council level but his concerns had gone unexplored.
Mr. Foster continued, saying all parties can and should continue to explore the other issues, but that on a parallel track, he would like to see the ownership documents presented to a judge for a final ruling.

Mr. Dale said that two Assistant Attorneys General had already looked over the issue and opined otherwise. Mr. Foster replied that the AG "does have an interest in State trusts and therefore is not totally unbiased, where a judge would be."

Mr. Bennett said "What does it matter which way you go around the barn as long as you get to the same end? We all want the library in there, you just end up spending more money this way."

Mr. Foster said it mattered very much. "I am averse to litigation, however, my opinion aside, there are two ideas here. One is that the non-binding referendum said that the people want to pursue it, and I would advocate that we should pursue what the people want. But, we need to present to them all the facts."

He said that if the GPLA for some reason down the road disbanded, then the inhabitants of the Town of Gray would lose Pennell because the heirs would then get the trust. He also said that he would prefer to own rather than lease long-term, particularly since the GPLA has not presented the Town with any plan for fundraising, nor drafted a letter of intent, nor has it discussed any projected rental fees, and as a separate corporation is not beholden to the Town now or in the future.

Mr. Pinkerton took exception to pushing tor Town-ownership, saying that as a Gray taxpayer he would prefer that the GPLA fund the renovations rather than the citizens.

Vice-Chair Andy Upham agreed, saying that he, too, would prefer to settle the question of ownership in front a judge. He formally asked Mr. Dale to provide an estimated cost and a probability of success.

Do we need a break?

At this point, Manager Berkowitz said, "This seems to be an uncomfortable moment, and I recommend that we take a 5-minute recess and I can speak with the two new Councilors outside."

Mr. Upham said that he did not need a recess, and Mr. Foster said that he did not need a recess, and Mr. Upham recommended that the meeting continue. "I am uneducated, and I am getting educated, in here."

GPLA Director and Library Trustee Ray Clark said, "Well what about the 500 people that voted yes to the Library in Pennell?"

Mr. Upham said that he and Mr. Foster were for that, but that what the people voted yes to was a concept giving a go-ahead to the Council to pursue the nuts and bolts. As yet, there was no data behind the concept and he wanted data.

Mr. Pinkerton and SAD Board member Sharon Vandermay were both visibly aggravated, with Mr. Pinkerton saying that he took two hours out of his day to come to a meeting that was unproductive and "only gets us back to square one." Ms. Vandermay said that she had paid a babysitter and if the meeting was not going to move its issues any further that she needed to get back. Mr. Pinkerton was so angry that he stepped out for a few minutes.

Mr. Bennett said that he would have liked to have done a deal today, but Mr. Upham responded, "If you think today was about handing over the keys with nothing written out and no data, well, it ain't gonna happen." Mr. Upham also said that the Council had work to do regarding what to do with the old library, and other empty buildings the Town owns.

The meeting concluded with Mr. Berkowitz saying that there had been a small glitch and that the Council could discuss the issue further at its workshop on Monday [June 27].