FREEDOM OF INFORMATION COMMISSION

In the Matter of a Complaint by FINAL DECISION

Sandra Eastman and Association for Open Space,

Complainants,

against Docket #FIC 88‑241

Wethersfield Historical Society,

Respondent November 9, 1988

The above‑captioned matter was heard as a contested case on August 8, 1988, at which time the parties appeared and presented evidence and argument on the complaint. The matter was continued to August 23, 1988, at which time the parties presented additional evidence and argument on the complaint.

After consideration of the entire record, the following facts are found:

1. By letter dated June 13, 1988 the complainant Eastman requested on behalf of the complainant Association a list of the names and addresses of the respondent's members and contributors.

2. The Commission received the complainants' appeal on June 29, 1988 after their request was denied.

3. At the hearing the respondent moved to dismiss the complaint claiming that it was not a public agency within the meaning of §1‑18a(a), G.S.

4. It is found that the respondent amended and restated its certificate of incorporation in 1964 to include the following purposes:

(a) Collection and preservation of records, materials and real and personal property relating to the history of Wethersfield.

Docket #FIC 88‑241 page two

(b) Recording of historical data in the archives of the corporation.

(c) Preparation, publication and sale of books, documents, pamphlets and other materials relating to the history of Wethersfield.

(d) Identification, preservation and marking of buildings and locations of historical interest.

(e) Stimulation of interest in the history, traditions and legends of Wethersfield.

(f) Observance of events connected with the history of Wethersfield.

(g) Acquisition by purchase, gift, bequest, devise or otherwise, and administration, management and improvement of sites, buildings, monuments, landmarks, antiquities and objects relating to the history of Wethersfield and cash, securities and other forms of real and personal property for the purposes of the corporation.

(h) Provision of scholarship grants and loans in appropriate cases to further the purposes of the corporation.

5. It is found that in 1959 the respondent began using the Old Academy as a historical museum and charging minimal admission to the public.

6. It is found that the respondent occupies the Old Academy rent free, as the result of a lease between the town of Wethersfield and the First School Society for nominal rent, and that the maintenance of the building, both interior and exterior, as well as landscaping, has been provided primarily by the town.

7. It is found that in 1982, when the board of education vacated two historic buildings, the Deming Standish House and the Welles Building, a school built at the beginning of the nineteenth century, the town council looked to members of the respondent for advice.

Docket #FIC 88‑241 page three

8. It is found that members of the respondent, members of the town council, and other individuals and organizations concerned with the economic potential of the town historic district developed a scheme for the economic development of the historic district.

9. The economic development scheme was that the respondent would lease the Deming Standish House for nominal rent from the town, select a restauranteur to sublet it, and use the rent it received from the sublessee to subsidize the operation and programs of the Welles Building as a community museum and a culture center.

10. It is found that, in the early stages of the project, the development of the Welles Building was conceived as a joint project with both the town and the respondent raising funds for its conversion to a community museum and culture center.

11. It is found that the two town buildings, the Deming Standish House and the Welles Building, were leased to the respondent by the town for $1.00 a year in implementation of the scheme for economic development of the historic district.

12. It is found that the lease of the Deming Standish House included the following terms and conditions:

a) The respondent obtained the right to sublease for the sole purpose of the sublessee converting the premises into a restaurant acceptable to the respondent.

(b) The lease is contingent upon the respondent being able to secure a restaurant, operational on the premises within eighteen (18) months from the date of the lease (March 29, 1983), otherwise the premises revert to the town.

(c) The respondent must have the approval of the town if it makes structural changes in the building.

(d) The sublessee must agree to every item in the lease between the town and the respondent except that the respondent may negotiate the amount of the rent to be paid by the sublessee.

Docket #FIC 88‑241 page four

(e) The respondent must supply a copy of the lease with its sublessee to the town attorney who must review and accept it.

(f) The respondent must use the rent "net of expenses directly related to the demised premises" to support the operation and programs of the Welles Building.

(g) If the Welles Building is not used for a community museum, or a cultural or visitors center, the net rent is paid to the town.

(h) The expenses of the respondent in connection with both the Deming Standish House and the Welles Building are subject to audit by the town.

(i) The sublessee must pay taxes to the town.

13. It is found, that on March 2, 1983, the town council reviewed six written proposals for use of the Deming Standish House and turned the proposals over to the respondent for evaluation.

14. It is found that, on October 24, 1983, the respondent signed a sublease of the Deming Standish House with Standish House, Inc.

15. The sublessee, Standish House, Inc., pays $1500 per month and, if the gross income of the restaurant is over $750,000 annually, certain small percentages of the additional income are paid as additional rent.

16. It is found that on November 7, 1988 the town council approved the renovation plan for the Deming Standish House.

17. It is found that the Standish House restaurant opened in 1984, and since its opening the respondent has received the rent money.

Docket #FIC 88‑241 page five

18. It is found that, in August 1983, the Historic District Commission of Wethersfield received a $15,000 grant under the federal jobs bill for work to be done on the Welles Building.

19. It is found that, in 1984, the respondent formed a Welles School Advisory Committee composed of representatives of numerous cultural organizations in Wethersfield and the area around Wethersfield, as well as two members of the town council.

20. It is found that the Welles School Advisory Committee is coordinated by the town manager.

21. It is found that the Welles School has been renamed the Keeney Center but, for purposes of consistency, it will be referred to herein as the Welles School.

22. It is found that the renovations proposed for the Welles School will cost approximately 1.2 million dollars.

23. It is found that state and federal funding for the renovation of the Welles School is approximately $550,000.

24. It is found that, since 1983, the town has contributed more than $75,000 to the Welles School development project for maintenance and renovations, not including the rents received by the respondent from the sublease of the Deming Standish House.

25. It is found that the town proposes to provide a grant of $50,000 from its capitol improvements fund in 1989.

26. It is found that the lease between the respondent and the town for the Welles School provides that the town of Wethersfield will furnish utilities until November 1, 1993, that the town will procure any necessary insurance coverage, make all major repairs, and maintain the exterior of the building and surrounding areas.

27. It is found that the duties and responsibilities of the respondent under its lease of the Welles School include its agreement to use the building solely for the operation of a museum, visitor center and cultural center for the benefit of the Wethersfield community, and to indemnify the town against liability arising from the use, operation, maintenance and repair of the building or its surrounding areas.

28. It is found that the respondent has raised funds for the Welles School renovation from private individuals and corporations.

Docket #FIC 88‑241 page six

29. It is found that, after the renovation, the respondent plans to rent space in the Welles School to non‑profit organizations.

30. Whether the respondent is a public agency within the meaning of §1‑18a(a), G.S., depends upon analysis of its relation to government based upon criteria developed in Board of Trustees of Woodstock Academy v. Freedom of Information Commission, 181 Conn. 544 (1980).

31. The criteria examined by the Supreme Court in that case are: (1) whether the entity was created by government; (2) the extent of government involvement or regulation; (3) the level of government funding; and (4) whether the entity performs a governmental function.

32. It is found that, through the related leases of the Deming Standish House and the Welles School, the town created a new role for the respondent, similar to that of a real estate manager and developer, for specific town‑owned properties.

33. It is found that the respondent is subject to substantial governmental regulation with respect to both the Deming Standish House and the Welles School as set forth in paragraphs 12(a) through (h) and 27.

34. It is found that, since 1983, the level of direct and indirect town funding and the provision of in‑kind services for the Welles School has been substantial as set forth in paragraphs 11, 12(f), 15, 24, 25, and 26.

35. It is concluded that the respondent does perform a governmental function insofar as it executes its contractual agreements with the town set forth in its leases of the Deming Standish House and the Welles School.

36. It is concluded that the respondent is a public agency of the town of Wethersfield within the meaning of §1‑18a(a), G.S. insofar as it acts in accordance with its lease agreements for the Deming Standish House and the Welles School.

37. It is found, however, that despite extensive town subsidies, the respondent is not a public agency with respect to its occupation of the Old Academy building under the town's lease with the First School Society because its museum is not regulated extensively by the town, nor is the respondent involved in any joint project for economic development with the town with respect to its occupation of the Old Academy.

Docket #FIC 88‑241 page seven

38. The complainant Eastman seeks a list of names and addresses of the respondent's members and contributors.

39. It is found that since the respondent is a public agency insofar as it acts in furtherance of its lease agreements with the town concerning the Deming Standish House and the Welles School, its membership lists are public records subject to disclosure under §§1‑15 and 1‑19(a), G.S.

40. It is found that, because the respondent is a public agency only with respect to its action in furtherance of its leases of the Deming Standish House and the Welles School, only the names of those contributors who provided funds for maintenance and development of those two buildings are subject to disclosure under §§1‑15 and 1‑19(a), G.S.

The following order by the Commission is hereby recommended on the basis of the record concerning the above‑captioned complaint.

1. The respondent shall provide the complainant Eastman with copies of its membership lists within thirty days of the date this decision is adopted by the Commission.

2. The respondent shall also provide the complainant Eastman with copies of the lists of contributors who funded its activities in connection with its leases of the Deming Standish House and the Welles School, if such lists exist, within thirty days of the date this decision is adopted by the Commission.

Approved by order of the Freedom of Information Commission at its special meeting of November 9, 1988.

Catherine H. Lynch

Acting Clerk of the Commission