Names and claims added to Woodstock Foundation lawsuit

By Mike Donoghue, Standard Correspondent

Three more Woodstock Foundation trustees have been added as defendants this week to an explosive lawsuit filed by its longtime Chair and Vice Chair following their abrupt removal from the board last month.

Ellen R.C. Pomeroy, who has been on the Board since its inception and served as Chair for almost 10 years, and Salvatore Iannuzzi, who has been on the Board for 13 years and been Vice Chair for 7 years, also have added a new claim in their lawsuit — their improper ouster. They said they initially filed the civil lawsuit last month following employee complaints about mismanagement.

Trustees William Moody, Gail Waddell and Angela K. Ardolic were added as defendants to the amended lawsuit, which was filed in Vermont Superior Court in Woodstock on Tuesday afternoon.

A new claim by Pomeroy and Iannuzzi in the lawsuit is a retaliation count under the Vermont Fair Employment Practices Act against both the Woodstock Foundation and WRC Holdings.

The amended complaint notes they “were wrongfully suspended and purportedly terminated from their employment after opposing acts and practices prohibited by Vermont’s Fair Employment Practices Act.”

It adds that Pomeroy and Iannuzzi also were discharged because they lodged complaints under the FEPA and had assisted in the investigations into the reported violations.

Pomeroy and Iannuzzi sustained economic loss by their removal and suffered emotional distress, the lawsuit said.

The defendants also made statements that violated the Foundation’s whistleblower policy and wrongfully implied that Pomeroy and Iannuzzi had committed misconduct, the lawsuit said.

The civil lawsuit has now mushroomed from 31 to 36 pages with additional defendants and new claims concerning misconduct. It continues to claim mismanagement, sexual harassment and discrimination, and malfeasance by officers and management at the Woodstock Inn & Resort and the Billings Farm & Museum that were raised by employees last year.

The defendants named in the lawsuit take exception to many claims made in the lawsuit, according to their defense lawyer Christopher Roy of Downs Rachlin Martin in Burlington.

Roy told the Vermont Standard on Wednesday there was no guaranteed seat for Pomeroy or Iannuzzi to continue to serve.  The one-year terms that each held expired at the meeting conducted in January and neither was elected.  And neither attended the meeting, Roy said.
“There is no ongoing entitlement to serve,” Roy said.

Except for the turnover during annual elections, there has to be a good reason to remove a trustee, he said.

Roy also told the Standard that while Pomeroy or Iannuzzi are free to make any claims in their lawsuit, the trustees believe they are restricted in their public responses due to confidentiality requirements for the Foundation and out of respect for the employees.

Roy said the board understands employees are stressed about the situation and the trustees are trying to do the right things for them.

“They also don’t want to influence the investigation,” Roy said about the defendants.

The board members take all complaints seriously and they are awaiting the final report from the outside law firm from New York City that was brought in to conduct the internal investigation, Roy said.

He said he believes all the interviews — an estimated 20 — have been completed. The final written report is probably a couple weeks away, but the trustees are expected to get an executive summary shortly, Roy said.
Roy said the trustees put no limitations on investigators.  They were free to follow leads where they were taken.

He said the issues go well beyond the individual trustees and extend to the Foundation.  He said that is why the Foundation has its own lawyer, Geoffrey Vitt of Norwich, to represent its long-term interests.

“The issues are too important to the Foundation,” he said.  

“I’m interested in what they found,” Roy said about the investigators. 

Without knowing what the final report will cover, Roy said he was unsure how much would be public, but he expects the trustees will say something. He acknowledged the legal fight has drawn a lot of interest in the Woodstock region.

He said he believes the trustees will be able to communicate more freely once the report is in hand.

Roy said the defendants are still planning to file their written answer to the lawsuit with the court, but acknowledged the initial 30-day response period just started over with the filing of the amended complaint this week.

The amended complaint was filed by Hartford lawyer Michael F. Hanley, who is the lead local counsel for Pomeroy and Iannuzzi.  Andrew Levander and Elkan Abramowitz, who are with two prominent New York City law firms, also have been retained by the plaintiffs.

The lawsuit

The initial lawsuit asked for a judicial proceeding to remove the initial five individual defendants, but now the amended complaint asks for the same fate for the three latest defendants — Moody, Waddell and Ardolic.

The new complaint also asks for a declaratory judgment against the 8 individual defendants.

The amended lawsuit maintains some trustees held what they called an annual meeting on Jan. 27 — one week after the lawsuit was initially filed outlining possible misconduct.

The meeting lasted 11 minutes and was outlined in the Vermont Standard last week based on the minutes that were prepared for the board.

Trustees James S. Sligar, Michael D. Nolan, John T. Hallowell, Douglas R. Howe and David M. Simmons were named as original defendants in the initial lawsuit filed Jan. 20.

Now three more trustees are sued, including Waddell and Ardolic who were apparently voted onto the board to replace the two plaintiffs during the special January meeting.  Pomeroy and Iannuzzi were never invited to a November meeting when they were suspended and they did not attend the January session when voted off the board, the records note.

Trustee John B. Osborn is not named as a defendant in the lawsuit and no mention is made of why he was omitted. 

The lawsuit said Pomeroy and Iannuzzi also served on the Holdings Board and they were compensated for their service and received compensation through a W-2.

Laurance S. Rockefeller and Mary French Rockefeller created the Foundation to provide philanthropic support to the Woodstock community and to own and operate the Billings Farm.

The Foundation operates the Woodstock Inn and Resort, which exists to provide economic support for the Woodstock community and to provide financial support to Billings Farm & Museum.  The operation also includes the Woodstock Country Club, the Saskadena Six Ski Area (formerly Suicide Six) and other entities.

The Foundation and Billings Farm also partner with the Marsh-Billings-Rockefeller National Historic Park in Woodstock on a variety of projects.    

Troubles surface

 Iannuzzi began to receive multiple, credible complaints in late May 2022 from numerous employees, including Anna Berez, a primary whistleblower, outlining claims of misconduct by officers, managers, and employees of the Resort, the lawsuit said. 

Iannuzzi, who informed Pomeroy about the complaints on June 29, 2022, later heard of similar complaints alleged at Billings Farm & Museum.
The litany of issues outlined in the lawsuit included management tolerating the use of the “N-word” by a human resources training manager.  Employees also said they experienced harassment if they were female, lesbian, gay, bisexual, transgender or queer, the lawsuit said. It added that an employee of Billings Farm also reported having a dead rat left on his vehicle.

After making some preliminary investigation to confirm the claims had substance, Iannuzzi shared them with Horne and later reached out to Hallowell, but neither defendant took any known positive steps to address the complaints, the lawsuit said.

Pomeroy eventually made the findings available to Waddell, who urged Iannuzzi and Pomeroy to discontinue any further investigation, the lawsuit said.

“Ms. Pomeroy informed defendant Sligar of the issues that arose under Mr. Hallowell’s and Mr. Horne’s leadership of the Resort and the difficulties she and Mr. Iannuzzi were having in working with their Holdings colleagues to confront the issues,” the amended complaint said.   

The removal

Sligar, Nolan, Hallowell, Horne, Moody and Simmons — without any notice to Pomeroy or Iannuzzi — held a special meeting of the Board of Trustees on Nov. 11, 2022, the lawsuit said.

With no invitation intentionally provided to Pomeroy and Iannuzzi, they were suspended by the remaining board members, the lawsuit said.  It said Osborn also never received notice and therefore did not attend.

The lawsuit said the special meeting was among the unauthorized steps undertaken by the defendants.

It maintains a major reason for the private meeting was to terminate the investigations into allegations of mismanagement and misconduct by defendants Hallowell, Horne and Simmons and various managers at both the Resort and the Billings Farm, the lawsuit said.  Pomeroy and Iannuzzi had been made aware of the complaints by employees.

Pomeroy and Iannuzzi noted that during the 11-minute January meeting, Sligar proposed lifting their suspensions along with Horne and Hollowell despite the original motion stating the 4 trustees could not return to active status until the outside investigation was complete.

The investigation is not due to be wrapped up until this month, Simmons told an employee meeting hours after Pomeroy and Iannuzzi were removed.

The removal vote was 7-0 with one unidentified trustee abstaining, the minutes and lawsuit state.  Sligar, who was elected the new Chair of the board at the Jan. 27 meeting, reaffirmed during the session the investigation was not complete, the lawsuit said.

The actions by the defendants removed Pomeroy and Iannuzzi from their roles on the Foundation and Holdings Boards and terminated their employment, the lawsuit said.

The lawsuit includes claims against six of the trustees for breach of fiduciary duty owed to both the Foundation and to the Holdings and a third count for fraudulent misrepresentation.

The amended lawsuit continues to maintain Sligar and Nolan, who are lawyers, were involved in legal malpractice for the Foundation.

There also is a defamation claim against Sligar, Nolan, Hallowell, Horne and Simmons, the lawsuit notes.

The investigation

The trustees that took full control last month have hired a New York City law firm, Provenzo, Grann & Bader to conduct the independent internal investigation. They were expected to look into employee complaints about poor management practices that Iannuzzi had studied at both the Inn and Farm during the summer.  The trustees also directed the law firm to look into the conduct of Iannuzzi and Pomeroy when they received the misconduct complaints, records show.

A note was sent to about 100 employees telling them to preserve all text messages and emails.