By Mike Donoghue, Senior Correspondent
A state judge has approved an out-of-court settlement involving the Woodstock Foundation Board of Directors and the former longtime chair and vice chair of the board over their claims they were improperly removed and that the Woodstock Inn & Resort and the Billings Farm & Museum had been mismanaged.
Judge H. Dickson Corbett, without written comment, signed his name to the bottom of the proposed settlement filed in Vermont Superior Court in Woodstock.
The move appears to end the monumental legal battle that has mesmerized the Woodstock area for the past 2.5 years.
The case could get re-opened if the defendants fail to follow through on some of the promises they made in the five-page settlement. The terms include paying $750,000 toward the legal expenses incurred by the plaintiffs and for replacing some board trustees with new people by April 2026.
Former Chair Ellen R.C. Pomeroy and Vice Chair Salvatore Iannuzzi said they were secretly ousted by the rest of the board beginning in November 2022. The removal came as the two top officers had attempted to investigate and address multiple credible complaints by employees about mismanagement and malfeasance, records show. About 40 interviews were conducted, they said.
The removal of Pomeroy and Iannuzzi were completed in what has been called an 11-minute “annual meeting” orchestrated by the defendants on Jan. 27, 2023, according to the plaintiffs’ local lead lawyer, Michael Hanley of White River Junction.
Pomeroy and Iannuzzi named 8 defendants in the lawsuit: James S. Sligar, the current chair, David M. Simmons, the president, Michael D. Nolan, John T. Hallowell, Douglas R. Horne, Williams S. Moody, Gail Waddell and Angela K. Ardolic.
The defendants later filed a counterclaim arguing Pomeroy and Iannuzzi had breached their fiduciary responsibilities and had overstepped their authority as longtime board leaders.
Pomeroy and Iannuzzi filed the initial eight-count lawsuit in January 2023 and amended it at least three times after uncovering new claims, new evidence and new defendants as the case unfolded, records show.
Moody was dropped as a defendant by mutual agreement, records show.
The defendants and their public relations firm have refused to respond to reports circulating in Woodstock that a couple of board members are no longer with the Foundation and have been replaced. A recent press release lists Rachel French Weber as a new foundation member.
A virtual gag order on all parties was included in the proposed settlement. It also requires no disparagement of the other parties.
Under the terms of the court settlement, the parties agreed that by April 30, 2026 the Woodstock Foundation Board will consist of at least 50 percent new trustees that were not part of the panel as of Nov. 30, 2024.
Iannuzzi had said he and Pomeroy were not expecting to return to the board.
Iannuzzi, who is a long-time part-time resident of Woodstock, initially said after filing the legal action that part of the reason was to try to get new board members that would be more responsive to the historical roots and mission of the Foundation.
The proposed settlement notes the defendants have informed the plaintiffs that the boards of both the Woodstock Foundation and the Holdings LLC have taken steps to improve operations, including with Human Resources.
The defendants “have established and implemented certain operating principles and policies, including expansion of Human Resources programs, affecting all employees…,” the filing noted.
The steps are “intended to build on prior progress and are expected to cultivate greater collaboration, improved efficiency, and overall satisfaction with the ongoing goal that staff and guests will mutually benefit from a heightened sense of well-being, engagement and service excellence,” the settlement noted.
As the lawsuit progressed, defense lawyer Christopher D. Roy of Burlington maintained the Foundation had taken positive steps. However, Hanley noted that many of the claimed steps were based on the recommendations Pomeroy and Iannuzzi had proposed in September and October 2022, about a month before the efforts to oust them.
The Foundation was established by Laurance S. Rockefeller and Mary French Rockefeller in 1968 to provide philanthropic support to the Woodstock community and to own and operate the Billings Farm & Museum. It was set up for charitable and educational purposes.
The ongoing legal battle has generated considerable local and national interest because the Foundation and Holdings play a leading role in the economic engine for the Woodstock region. About 600 people are employed through the operation of the Woodstock Inn and Resort, the Woodstock Country Club and the Saskadena Six Ski Area (formerly Suicide Six), along with the Billings Farm and Museum.