In the Matter of Marilyn Roman and Sudhan Thomas, Jersey City Board of Education, Hudson County, 5/19/2022, (#105-22SEC) APPEAL, 5/19/2022, (#105-22SEC)

1
SEC Dkt No. C28-20
OAL Dkt. No. EEC 01138-21
Agency Dkt. No. 1-1/22A
New Jersey Commissioner of Education
Final Decision
In the Matter of Marilyn Roman and
Sudhan Thomas, Jersey City Board of
Education, Hudson County.
This matter involves an appeal of the School Ethics Commission’s (Commission)
January 25, 2022 decision determining that appellants Marilyn Roman and Sudhan Thomas,
members of the Jersey City Board of Education (Board), violated N.J.S.A. 18A:12-24(c) of the School
Ethics Act (Act) by approving a settlement agreement that resolved litigation filed against them
individually. Having carefully reviewed the Commission’s decision and the record in its entirety, the
Commissioner finds that the Commission’s decision finding that appellants violated the Act is
supported by sufficient, credible evidence, and that appellants failed to establish that the decision is
arbitrary, capricious, or contrary to law. N.J.A.C. 6A:4-1.1(a). The Commissioner further finds that
the Commission appropriately assessed the penalty of a reprimand.
This matter arises from litigation filed in early 2019 by a former Jersey City Superintendent
of Schools. An action filed in U.S. District Court named the Board as a defendant, as well as both
appellants individually. An administrative action filed with the Commissioner named the Board as a
respondent, as well as appellant Thomas individually. In November 2019, the Board voted to
approve a settlement agreement resolving both the federal court and administrative proceedings.
Appellants participated in that vote. Thereafter, a member of the public filed a complaint with the
Commission, alleging that appellants had violated the Act by voting to settle litigation that had been
105-22SEC

2
filed against them personally. The Commission found probable cause to credit the allegations that
appellants violated N.J.S.A. 18A:12-24(c) and N.J.S.A. 18A:12-24.1(e) and transmitted the matter to
the Office of Administrative Law (OAL). Following a hearing at the OAL, the Administrative Law
Judge (ALJ) concluded that appellants violated N.J.S.A. 18A:12-24(c) but did not violate
N.J.S.A. 18A:12-24.1(e). The ALJ recommended the penalty of a reprimand. In its January 25, 2022
decision, the Commission adopted the ALJ’s findings of fact, legal conclusions, and recommended
penalty.
On appeal, appellants argue that they were parties to the litigation in name only and that
the allegations made against them pertained solely to their official capacities as members of the
Board. Appellants also note that they were entitled to indemnification from the Board for the costs
of the defense and any liability, regardless of whether they won or lost the litigation. Therefore,
according to appellants, they had no personal stake in the outcome of the litigation and did not
receive any benefit from the settlement different than the benefit to the Board as a whole.
Appellants also contend that they relied in good faith on the advice of an experienced school board
attorney regarding a technical legal question, where the Commission had not issued any precedent
squarely on point, and that no reasonable member of the public would conclude that appellants
acted unethically to approve the settlement under the totality of the circumstances. Finally,
appellants argue that even if the Commissioner finds they violated the Act, no discipline should be
imposed.
In reply, the Commission argues that its decision that appellants violated N.J.S.A. 18A:12-
24(c) was reasonable and supported by the record. The Commission indicates that the allegations
in the litigation were specifically directed towards appellants in their personal capacities and
contends that regardless of whether they faced direct financial liability, their interest in resolving

3
the claims was not an interest fully shared with the public. The Commission argues that reliance on
legal advice is not a defense to a finding that a violation occurred, although it can be a defense to a
penalty, as occurred here when the ALJ recommended a penalty of reprimand rather than censure
based on appellants’ reliance on the advice of the Board’s counsel.
Upon a comprehensive review of the record, the Commissioner finds that the decision of
the Commission that appellants violated N.J.S.A. 18A:12-24(c) is supported by sufficient credible
evidence, and appellants have not established that the Commission’s decision was arbitrary,
capricious, or contrary to law. A review of the complaint and petition demonstrates that the former
superintendent alleged that appellants – personally, and separately from their actions as Board
members – acted improperly, including by engaging in a pattern of misconduct and harassment.
Therefore, appellants’ interest in resolving the claims is not one fully shared with the public. See
Friends Retirement Concepts v. Bd. of Educ. of the Borough of Somerville, 356 N.J. 203, 215 (N.J.
Super. Ct. Law Div. July 25, 2002), quoting Wyzykowski v. Rizas, 132 N.J. 509, 524 (1993). The fact
that appellants were financially indemnified for the costs of the litigation and the settlement is not
determinative, as financial costs are not the only benefit to settling litigation. Given the personal
allegations against appellants, a member of the public could justifiably believe that their objectivity
was impaired when voting to approve the settlement. See School Ethics Comm’n v.
Michael Kilmurray, Lacey Twp. Bd. of Educ., Ocean Cty., School Ethics Commission Dkt. No. C12-94
(February 24, 1998), aff’d, In the Matter of Michael Kilmurray, Lacey Twp. Bd. of Educ., Ocean Cty.,
Commissioner Decision No. 155-98 (April 15, 1998).
The Commissioner further concurs with the ALJ and the Commission that a reprimand is the
appropriate penalty. Appellants’ conduct is similar to the conduct of board of education members
found to have violated N.J.S.A. 18A:12-24(c) in In the Matter of Obdulia Gonzalez, Israel Varela,

4
Milady Tejeda, Samuel Lebreault, and Kenneth Puccio, Perth Amboy Bd. of Educ., Middlesex Cty.,
School Ethics Commission Dkt. No. C08-15 (November 27, 2018). In both Gonzalez and the instant
case, board members voted to approve settlements of litigation that involved them personally.
While appellants argue that their factual circumstances are different, because the litigation against
them involved the board as a whole rather than the individual ethics charges settled in Gonzalez,
the Commissioner does not find that distinction persuasive in terms of finding a violation of
N.J.S.A. 18A:12-24(c). However, the distinction does become relevant when assessing a penalty, as
the board members in Gonzalez were suspended for 60 days, while the Commission recommended
that appellants be reprimanded, a lesser penalty. That lesser penalty is also consistent with
appellants’ reliance on the advice of the Board’s counsel, which, although not an absolute defense
to the finding that they violated the Act, does serve to mitigate the penalty. See In the Matter of
Carmelo Garcia, Hoboken Bd. of Educ., Hudson Cty., School Ethics Commission Dkt. No. C41-05
(October 24, 2006).
Accordingly, appellants are hereby reprimanded as school officials found to have violated
the School Ethics Act.
IT IS SO ORDERED.1
ACTING COMMISSIONER OF EDUCATION
Date of Decision:
Date of Mailing:
1 This decision may be appealed to the Appellate Division of the Superior Court pursuant to N.J.S.A. 18A:6-9.1.
Under N.J.Ct.R. 2:4-1(b), a notice of appeal must be filed with the Appellate Division within 45 days from the date
of mailing of this decision.
May 19, 2022
May 19, 2022

Before the School Ethics Commission
OAL Docket No.: EEC-01138-21
SEC Docket No.: C28-20
Final Decision
Matthew Schapiro,
Complainant
v.
Marilyn Roman and Sudhan Thomas,
Jersey City Board of Education, Hudson County,
Respondent
I. 	Procedural History
This matter arises from a Complaint that was filed on June 15, 2020, by Matthew
Schapiro (Complainant), alleging that Marilyn Roman and Sudhan Thomas (Respondents),
members of the Jersey City Board of Education (Board), violated the School Ethics Act (Act),
N.J.S.A. 18A:12-21 et seq. More specifically, the Complaint alleges that Respondents violated
N.J.S.A. 18A:12-24(c) and N.J.S.A. 18A:12-24.1(e) of the Code of Ethics for School Board
Members (Code).
At its meeting on September 29, 2020, and after reviewing Respondents’ Motion to
Dismiss in Lieu of Answer (Motion to Dismiss), along with Complainant’s response thereto, the
School Ethics Commission (Commission) voted to deny Respondents’ Motion to Dismiss in its
entirety and directed Respondents to file an Answer to Complaint (Answer). On October 17,
2020, Respondents filed an Answer as directed.
At its meeting on December 22, 2020, the Commission found probable cause to credit the
allegations that Respondents violated N.J.S.A. 18A:12-24(c) and N.J.S.A. 18A:12-24.1(e). Based
on its findings of probable cause, the Commission transmitted the matter to the Office of
Administrative Law (OAL) for a plenary hearing on January 24, 2021, and, pursuant to N.J.A.C.
6A:28-10.7(b), the attorney for the Commission (Petitioner) was charged with prosecuting the
allegations in the Complaint which the Commission found probable cause to credit.
At the OAL, the matter was assigned to the Honorable Nanci G. Stokes, Administrative
Law Judge (ALJ Stokes). On February 18, 2021, ALJ Stokes conducted telephone conferences in
which the parties “agreed that the material facts were largely undisputed, and a motion for
summary decision could be appropriate.” Initial Decision at 2. On August 3, 2021, Respondents
Roman and Thomas filed their motion for summary decision, and on August 10, 2021, the
Commission filed its opposition and a cross-motion for summary decision. Id. at 3. On August
26, 2021, Respondents Roman and Thomas filed a response to the cross-motion. Id. On
September 6, 2021, Respondents Roman and Thomas filed their reply, and on September 16,

2
2021, the Commission submitted its reply. Id. On October 18, 2021, at the ALJ’s request,
Respondents filed a revised stipulation of facts and then ALJ Stokes closed the record. Id.
On October 22, 2021, ALJ Stokes issued an Initial Decision detailing her findings of fact
and legal conclusions. The Commission acknowledged receipt of ALJ Stokes’ Initial Decision
on the date it was issued (October 22, 2021); therefore, the forty-five (45) day statutory period
for the Commission to issue a Final Decision was December 6, 2021. Prior to December 6, 2021,
the Commission requested a forty-five (45) day extension of time to issue its decision so as to
allow the Commission, which only meets monthly, the opportunity to receive and review the full
record, including the parties’ Exceptions (if any). Pursuant to N.J.S.A. 52:14B-10(c) and N.J.A.C.
1:1-18.8, and for good cause shown, the Commission was granted an extension until January 20,
2022. Prior to January 20, 2022, the Commission requested and, for good cause shown, was
granted a second extension to January 30, 2022, to allow the Commission to adopt its decision at
its regularly scheduled meeting on January 25, 2022.
On October 26, 2021, Respondents filed Exceptions to ALJ Stokes’ Initial Decision. On
November 	18, 	2021, 	Petitioner 	filed 	Exceptions, 	and 	filed 	a 	response 	to 	Respondents’
Exceptions.
At its meeting on December 14, 2021, the Commission considered the full record in this
matter, including the filed Exceptions and the filed reply. Thereafter, and at its meeting on
January 25, 2022, the Commission voted to adopt the findings of fact from ALJ Stokes’ Initial
Decision; to adopt the legal conclusion that, based on the admissible evidence, there is sufficient
credible evidence to establish a violation of N.J.S.A. 18A:12-24(c) and N.J.S.A. 18A:12-24.1(e)
of the Code; and to adopt the recommended penalty of reprimand.
II. 	Initial Decision
In the Initial Decision, ALJ Stokes offered the following findings of fact as stipulated by
the parties:
• 	As of January 2019, Respondents were members of the Board.
• 	On 	January 	30, 	2020, 	Jersey 	City 	Superintendent 	of 	Schools 	Marcia 	Lyles
(Superintendent Lyles) commenced an action in the U.S. District Court for NJ,
accusing the Board and its members of colluding with the Jersey City Education
Association (JCEA) to place her unlawfully on administrative leave. Also joined as
defendants were the JCEA, and Respondents ‘both individually and as a member of”
the Board.
• 	Superintendent Lyles also commenced separate administrative action before the
Commissioner of Education on April 18, 2019. This petition alleged that the Board
and Respondent Thomas colluded with the JCEA to have Superintendent Lyles
placed on leave. Respondent Roman was not joined as a party to that proceeding.
• 	Respondents were afforded indemnification and legal counsel at the Board’s expense.
Respondent Thomas was also afforded indemnification and legal counsel at the
Board’s expense in the administrative case. In all proceedings the Board, and
Respondents were represented by Genova Burns LLC.

3
• 	On August 20, 2019, all claims against Respondent Thomas in the administrative
proceeding before the Commissioner of Education were dismissed for lack of
jurisdiction 	by 	order 	of 	Thomas 	Betancourt, 	Administrative 	Law 	Judge 	(ALJ
Betancourt).
• 	On November 7, 2019, the Board voted to approve a written agreement settling both
the federal court and administrative proceedings. Respondents were both present and
voted in favor of approving the settlement.
• 	Respondents consulted with Board Counsel, Michael Gross, Esq. before voting on the
settlement, and he “explicitly advised” Respondents that there was no ethical
impediment to their voting on the matter or signing the settlement agreement.
Initial Decision at 3-4.
After outlining the stipulation of facts, ALJ Stokes presents her conclusions of law.
Regarding the motions for Summary Decision, ALJ Stokes asserts that a genuine issue as to the
material facts does not exist and the only issues presented are whether Respondents’ votes for
approval and execution of the settlement agreement violated N.J.S.A. 18A:12-24(c) and/or
N.J.S.A. 18A:12-24.1(e) and if so, any appropriate sanction. ALJ Stokes further asserts a genuine
issue does not exist that Respondents served as Board members, they both voted to approve a
settlement of federal litigation against the Board and themselves on November 7, 2019, that they
signed the settlement agreement, and that the settlement agreement resolved an administrative
claim against the Board and Respondent Thomas. However, an order dismissed the claims
against Respondent Thomas, concluding that Superintendent Lyles did not present her case to the
agency 	with 	jurisdiction. 	Board 	counsel 	advised 	Respondents 	that 	there 	was 	no 	ethical
impediment that would preclude their involvement in the settlement. Therefore, ALJ Stokes
concluded that this case was ripe for summary decision.
As to the School Ethics Act, ALJ Stokes asserts the Commission found probable cause to
credit the allegations that Respondents violated N.J.S.A. 18A:12-24(c), which “prohibits a school
official’s actions where such involvement might reasonably be expected to impair their
judgement or if benefit is conferred upon the school official or their family members.” ALJ
Stokes notes Respondents argued that Superintendent Lyles “named them individually in name
only and that the only relief sought was against the Board.” ALJ Stokes cites, In re Petition for
Review of Opinion 552 of Advisory Committee on Professional Ethics, 102 N.J. 194 (1986)
(Opinion) and notes that “opinion explains the difference between an action based on ‘official-
capacity’ or action involving ‘personal-capacity’ and the real party in interest.” Initial Decision
at 9. With that in mind, ALJ Stokes maintains the lawsuit against the Board and Respondents
individually and the administrative action against the Board and Respondent Thomas are
“official capacity” actions. Id.
ALJ Stokes further explains, “the Court’s decision does not address whether the official’s
action regarding the litigation or its resolution can create an ethical conflict for the official.” Id.
at 	10. 	ALJ 	Stokes 	notes 	that 	Superintendent 	Lyles’ 	complaint 	“alleged 	specific 	actions
improperly taken by [Respondents] for which the Board was vicariously responsible” and the
administrative 	case 	“asserted 	[Respondent] 	Thomas 	colluded 	with 	the 	JCEA 	to 	place
[Superintendent] Lyles on administrative leave.” Id. Citing In Re Kilmurray, ALJ Stokes

4
maintains, “Regardless, whether the claims against [Respondents] are in their official capacity,
which the government entity will be held ultimately responsible financially, the review of a
government official’s actions regarding such legal matters is from the perspective of a reasonable
person.” Id. (citing In re Kilmurray, Lacey Township Board of Education, Ocean County, C12-
94 	Comm’n 	Decision 	(April 	15, 	1998),
https://www.state.nj.us/education/legal/ethics/index.html).
According to ALJ Stokes, the Commission “argues that the facts here are nearly identical
to those in [In re Gonzalez] and warrant the same conclusion,” which is that Respondents “voted
to approve the settlement agreement and signed it” and, therefore, violated the Act. Id. (citing In
re 	Gonazalez, 	EEC19282-1, 	Initial 	Decision, 	(Sept. 	11, 	2018),
http://njlaw.rutgers.edu/collections/oal/search.html, aff’d, C08-15, Comm’n Decision (Nov. 27,
2018), 	https://www.state.nj.us/education/legal/ethics/index.html). 	Id. 	at 	11. 	However,
Respondents argue, “their circumstances are distinct from those” noted in Gonzalez because the
petitioners in Gonzalez gained a personal benefit when they dismissed the ethics charges against
them where the Board was not the real party in interest.” Id. ALJ Stokes maintains “a review of
[Superintendent] 	Lyles’ 	complaint 	and 	administrative 	petitions 	demonstrates 	she 	alleged
improper official actions taken by [Respondent] Thomas in both cases and [Respondent] Roman
in the lawsuit” and, therefore, their “interest in resolving these claims is one not fully shared with
the public.” Id. at 11-12.
ALJ Stokes also finds it noteworthy that Respondents “acted upon the advice of counsel
and rely upon counsel’s determination that no ethical impediment precluded their voting upon or
executing the settlement agreement.” Id. at 12. ALJ Stokes asserts, “reliance on advice of
counsel only serves as a defense to a penalty.” Id. (citations omitted). ALJ Stokes further
maintains that Board counsel advised Respondents “before the vote, and counsel was well aware
of the allegations against [Respondents] in both actions”; Respondents “voiced their concerns
that they were named individually in” the matters; Board counsel was experienced and was
responsible for “ethically guiding” Board members; Board counsel’s recommendation was to
“vote upon and execute the settlement agreement” without restrictions; Board counsel certified
that the Board “indemnified” Respondents in the Superintendent Lyles’ cases “as the matter
sought redress from the Board”; and Board counsel believed that Respondents did not secure a
personal benefit in resolving those matters and that an ethical problem did not exist. Id. at 13.
Therefore, ALJ Stokes concludes Respondents evidenced sensitivity to the issue of potential
conflict in seeking counsel’s advice and that it was reasonable to rely upon such advice.
ALJ Stokes further notes that because of Superintendent Lyles’ alleged unethical conduct
of Respondents in the lawsuit and the administrative action that was resolved by the agreement,
ALJ Stokes concludes that a public member could justifiably believe that their objectivity was
impaired when voting upon and executing the settlement. ALJ Stokes asserts the terms of the
settlement agreement “was a bargained-for-exchange where the interests of all parties, including
those of” Respondents, was served. Id. at 14. Therefore, ALJ Stokes further concludes that
Respondents acted in their official capacity in a matter where they had personal involvement and
received a benefit in violation of N.J.S.A. 18A:12-24(c).

5
Regarding the Code violation, N.J.S.A. 18A:12-24.1(e), ALJ Stokes maintains the
Commission’s “probable cause determination asserts that because [Respondents] had personal
involvement in the litigation that this suggests ‘action’ beyond the scope of their duties as board
members.” Id. at 15. However, the Commission “routinely agrees that those ‘board members,
who are acting in their capacity as board members, and not as private citizens, do not violate
N.J.S.A. 18A:12-24.1(e).’” Id. ALJ Stokes cites several previous cases and asserts “there is no
evidence 	that 	[Respondent] 	Thomas 	or 	[Respondent] 	Roman 	acted 	outside 	their 	official
capacities in voting upon or executing the settlement agreement or that the Board did not
authorize [Respondent] Thomas or [Respondent] Roman to act concerning the agreement.” Id. at
16. According to ALJ Stokes, the vote occurred at a public meeting and “no conduct asserted
suggests [Respondent] Thomas or [Respondent] Roman made promises to anyone concerning
these acts.” Id. Therefore, ALJ Stokes concludes that neither Respondent violated N.J.S.A.
18A:12-24.1(e) in their official actions as Board members voting to approve and executing a
settlement resolving the litigation.
As to the penalty, ALJ Stokes maintains that Respondents “seek to rely upon the defense
that they acted under the advice of counsel to avoid any penalty, even if [the ALJ] conclude[s]
violations occurred.” Id. at 17. ALJ Stokes notes Respondent Thomas is no longer a Board
member and, therefore, the maximum penalty that he could receive would be a censure. ALJ
Stokes reiterates Respondents’ “reasonable reliance on the advice of counsel mitigates the
penalty here.” Id. at 17-19 (citations omitted). Therefore, ALJ Stokes concludes the appropriate
penalty for Respondents is reprimand.
In summary, ALJ Stokes orders, based on the stipulation of facts and conclusions of law,
that Complainant’s motion for summary decision is partially granted as to Respondents violation
of N.J.S.A. 18A:12-24(c), and that Respondents’ motion for summary decision is partially
granted as to Respondents’ lack of a violation of N.J.S.A. 18A:12-24.1(e). ALJ Stokes further
orders that Respondents receive a reprimand for their respective violations of N.J.S.A. 18A:12-
24(c).
III. 	Exceptions
Respondents’ Exceptions
In their Exceptions, which were filed on October 26, 2021, Respondents argue they were
“never at risk of any financial exposure due to the [D]istrict’s legal obligation to indemnify
them,” and unlike the Respondents in Gonzalez, Respondents Thomas and Roman did not secure
a personal benefit unique to them. Respondents disagree with ALJ Stokes’ finding that because
Respondents “received a release of any claims and a promise of confidentiality, a reasonable
person would conclude there was enough of a personal benefit to implicate N.J.S.A. 18A:12-
24(c).” Respondents argue the “release was as to claims that [R]espondents were fully
indemnified for, and the promise of confidentiality was no more valuable to Respondents than
any of the other Board members who voted to approve the settlement and had an interest as
Board members in bringing this litigation to an end.” Respondents further argue “a reasonable
person” knowing that Respondents did not have a personal stake “in the outcome of the

6
proceedings would not assume they were unethically feathering their own nest by voting to
approve this settlement.”
Next, Respondents “agree that school board members should not be able to hide behind
legal advice that they know, or reasonably should know, is questionable.” However, Respondents
assert that did not happen here. Respondents reassert they “relied in good faith on the advice of
an 	experienced 	school 	board 	attorney 	regarding 	a 	technical 	legal 	question, 	where 	the
Commission had not issued any precedent squarely on point.” Respondents note that if the
Commission still finds, notwithstanding Respondents’ good faith reliance on legal advice, that
Respondents should not have voted on the settlement, a penalty should still not be imposed.
Respondents maintain that the Commission should “take the opportunity to educate the school
community on what it views as the proper interpretation of the rule at issue, provide clear
guidance prospectively, and refrain from imposing discipline.”
Petitioner’s Exceptions and Reply to Respondents’ Exceptions
In Respondents’ Exceptions, which were filed on November 18, 2021, Petitioner
(Commission) initially notes that they agree with ALJ Stokes’ decision that Respondents violated
N.J.S.A. 18A:12-24(c), but “takes exception to the conclusion that Respondents did not violate
N.J.S.A. 18A:12-24.1(e) and, therefore, recommends that the Initial Decision be modified. More
specifically, Petitioner asserts ALJ Stokes “correctly determined” Respondents’ approval and
execution of the settlement agreement violated N.J.S.A. 18A:12-24(c), because Superintendent
Lyles 	agreed 	not 	to 	sue 	Respondents 	“in 	exchange 	for 	her 	resignation 	and 	monetary
consideration.” Furthermore, Superintendent Lyles agreed to “dismiss the administrative action
and federal lawsuit and to never disclose any of the circumstances leading to the agreement.”
Petitioner contends ALJ Stokes concluded, based on the settlement agreement that a “public
member could justifiably believe that [R]espondents’ objectivity was impaired when voting to
approve that settlement agreement – which served the interests of all parties involved – and
therefore, [R]espondents violated N.J.S.A. 18A:12-24(c).” However, according to Petitioner, ALJ
Stokes “incorrectly determined” that Complainant did not demonstrate that Respondents “made
promises to anyone concerning these acts.” Petitioner notes that ALJ Stokes “failed to consider
that [R]espondents’ actions to execute the settlement agreement had the potential to compromise
the Board” and, therefore, Petitioner argues that the ALJ’s determination that Respondents did
not violate N.J.S.A. 18A:12-24.1(e), is “incorrect[].”
Petitioner argues that ALJ Stokes’ conclusion that Respondents did not violate N.J.S.A.
18A:12-24.1(e), “must be rejected, and her decision modified to reflect a violation of the Code”
because Respondents did not deny “the undisputed facts of this matter” and they “entered into a
settlement agreement that released claims made against them as individuals.” Petitioner further
argues when Respondents voted to approve the settlement agreement at a public Board meeting,
“and did so without Board approval,” Respondents “acted beyond the scope of their duties that
compromised the [B]oard.” Petitioner cites I/M/O Lorenzo Richardson, Jersey City Bd. of Educ.,
Hudson Cty., 2021 N.J. AGEN LEXIS 30 (Jan. 26, 2021), and notes that similarly, Respondents
“acted beyond the scope of their duties, and compromised the Board, by resolving a legal action,
by entering into a settlement agreement, by signing the agreement with their individual names,
and by voting to approve that settlement agreement at a Board meeting – all of which was done

7
despite a clear conflict of interest.” Therefore, Petitioner asserts Respondents violated the Code
and the Initial Decision should be modified to reflect this violation.
As to a violation of N.J.S.A. 18A:12-24(c) and Respondents’ exceptions, Petitioner
asserts ALJ Stokes’ “reasoning … is in line with the law, and the ALJ’s conclusion is not
erroneous.” Petitioner reaffirms the settlement was “a bargained-for-exchange agreement that
served the interest of [R]espondents.” Petitioner argues, “Regardless of whether [R]espondents
faced direct financial liability from the administrative or federal actions, [R]espondents engaged
in conduct that served their interests not shared in common with other members of the public”
and, therefore, ALJ Stokes did not “err in her conclusion” that Respondents “acted in a manner
where 	they had 	personal 	involvement 	and 	received 	a 	benefit 	in 	violation 	of 	the 	Act.”
Furthermore, according to Petitioner, Respondents’ argument that their “good faith reliance on
legal advice was a valid defense and justifies no disciplinary action against them” is also
incorrect. Petitioner notes ALJ Stokes’ conclusion that Respondents’ reliance on legal advice
“does not insulate an official from a finding that a violation occurred, but it acts as a defense to a
penalty for that violation” is correct and as for the penalty, Petitioner further notes ALJ Stokes
“correctly assessed the penalty of reprimand … .” Therefore, Petitioner reasserts the Initial
Decision should be “adopted in part as to a violation of N.J.S.A. 18A:12-24(c), and rejected in
part and modified to reflect a violation of N.J.S.A. 18A:12-24.1(e).”
IV. 	Analysis
Upon a careful, thorough, and independent review of the record, the Commission adopts
ALJ Stokes’ findings of fact, and adopts the legal conclusion that Respondents violated N.J.S.A.
18A:12-24(c), but did not violate N.J.S.A. 18A:12-24.1(e). In finding a violation of N.J.S.A.
18A:12-24(c) when Respondents voted to approve a written agreement settling proceedings in
which Respondents were parties, ALJ Stokes properly concluded that Respondents acted in their
official capacity in a matter where they had a personal involvement and received a benefit. The
Commission holds that ALJ Stokes correctly determined that Respondents’ approval and
execution of the settlement agreement violated N.J.S.A. 18A:12-24(c). The Commission further
concurs that Respondents did not violate N.J.S.A. 18A:12-24.1(e). Respondents neither acted
outside their official capacities nor made promises to anyone in connection with voting upon or
executing the settlement agreement at issue.
V. 	Decision
The Commission adopts ALJ Stokes’ Initial Decision finding that Respondents violated
N.J.S.A. 18A:12-24(c), but did not violate N.J.S.A. 12-24.1(e).
VI. 	Penalty
In recommending the penalty, ALJ Stokes notes that Respondent Thomas is no longer a
Board member and, therefore, the maximum penalty that he could receive would be a censure.
ALJ Stokes further highlights Respondents’ reasonable reliance on the advice of counsel. Based
on the above, the Commission adopts the recommended penalty of reprimand.

8
Pursuant to N.J.S.A. 18A:12-29(c), this decision shall be forwarded to the Commissioner
for review of the Commission’s recommended sanctions. Parties may either: 1) file exceptions to
the recommended sanction; 2) file an appeal of the Commission’s findings of violations of the
Act; or 3) file both exceptions to the recommended sanction and an appeal of the Commission’s
findings of violations of the Act.
Parties taking exception to the recommended sanctions of the Commission but not
disputing the Commission’s findings of violations may file, within thirteen (13) days from the
date the Commission’s decision is forwarded to the Commissioner, written exceptions regarding
the recommended sanctions to the Commissioner. The forwarding date shall be the mailing date
to the parties, as indicated below. Such exceptions must be forwarded to: Commissioner of
Education, c/o Bureau of Controversies and Disputes, P.O. Box 500, Trenton, New Jersey 08625,
marked “Attention: Comments on Ethics Commission Sanction.” A copy of any comments filed
must be sent to the Commission and all other parties.
Parties seeking to appeal the Commission’s findings of violations must file an appeal
pursuant to the standards set forth at N.J.A.C. 6A:4, et seq. within thirty (30) days of the filing
date of the decision from which the appeal is taken. The filing date shall be three (3) days after
the mailing date to the parties, as indicated below. In such cases, the Commissioner’s review of
the 	Commission’s 	recommended 	sanctions 	will 	be 	deferred 	and 	incorporated 	into 	the
Commissioner’s review of the findings of violations on appeal. Where a notice of appeal has
been filed on or before the due date for exceptions to the Commission’s recommended sanction
(thirteen (13) days from the date the decision is mailed by the Commission), exceptions need not
be filed by that date, but may be incorporated into the appellant’s brief on appeal.
Robert W. Bender, Chairperson
Mailing Date: January 25, 2022

9
Resolution Adopting Decision
in Connection with C28-20
Whereas, by correspondence dated January 24, 2021, the School Ethics Commission
(Commission) transmitted the above-referenced matter to the Office of Administrative Law (OAL)
for a hearing; and
Whereas, at the OAL, both Respondents and Petitioner filed Motions for Summary Decision;
and
Whereas, the Honorable Nanci G. Stokes, Administrative Law Judge (ALJ Stokes) issued an
Initial Decision dated October 22, 2021; and
Whereas, in her Initial Decision, ALJ Stokes partially granted Petitioner’s motion for
summary decision as to Respondents’ violation of N.J.S.A. 18A:12-24(c) and partially granted
Respondents motion for summary decision as to Respondents lack of a violation of N.J.S.A. 18A:12-
24.1(e).
Whereas, on October 26, 2021, Respondents filed Exceptions to the Initial Decision; and
Whereas, on November 18, 2021, Petitioner filed exceptions and a reply to Respondents’
Exceptions; and
Whereas, at its meeting on December 14, 2021, the Commission reviewed and discussed the
record, including ALJ Stokes’ Initial Decision and the filed Exceptions; and
Whereas, at its meeting on December 14, 2021, the Commission discussed adopting the
findings of fact from the Initial Decision, adopting the legal conclusion that Respondents violated
N.J.S.A. 18A:12-24(c), but did not violate N.J.S.A. 18A:12-24.1(e); and adopting the recommended
penalty of reprimand; and
Whereas, at its meeting on January 25, 2022, the Commission reviewed and voted to approve
the within decision as accurately memorializing its actions/findings from its meeting on December
14, 2021; and
Now Therefore Be It Resolved, the Commission hereby adopts the within decision.
____________________________________
Robert W. Bender, Chairperson
I hereby certify that this Resolution was duly
adopted by the School Ethics Commission
at its meeting on January 25, 2022.
________________________________
Salma T. Chand, Executive Director
School Ethics Commission