Claypool Warns of Injunction Against GMHA Board and
Raises Possibility of Dissolving GMHA During Legal Counsel and RAD Debates
Geauga Metropolitan Housing Authority (GMHA) - April 21, 2026
Meeting Info: Regular meeting held on April 21, 2026 at 4:00 pm (EST) in the Conference Room at Murray Manor at 385 Center Street, Chardon, OH 44024. The meeting included in-person attendance, with some board members participating remotely.
Agenda: An agenda was provided at the meeting. It is not available online. The documented
proceedings below follow the agenda and are presented sequentially.
1. Call to Order - 4:09 pm
2. Attendance: Chairman Jeff Markley, and board members Sandy Grassman, Michael Petruziello (attending remotely), Walter (Skip) Claypool and Susan Kemerrer (attending remotely) were present.
Staff Attendance: Dawn Farrell, Executive Director, and Carrie Carlson, Chief Financial Officer, were present.
Others Present: This Observer and four other members of the public were in attendance in person. One member of the public was identified as Marshal Pitchford, and he was announced in the meeting to be the new legal counsel for the GMHA, recently hired. He joined the board at the table after the discussion in the “Motion to Object” section of this report. Also, Mr. Nathan Bondar, of LIHTC (Low Income Housing Tax Credit) Development Group, attended remotely.
Observer Note: The Board Chairman indicated they were recording the audio of the meeting. These recordings are not routinely published.
3. Pledge of Allegiance - Recited
4. Discussion/Approval of Minutes: March 2026 Regular Meeting
The board considered the minutes from the March 17, 2026 meeting. There were no questions, corrections, or discussion. A motion was made and seconded to approve the minutes as presented. The motion passed.
5. Financial Statements and Writeoffs
The board reviewed the March 2026 financial statements for public housing, Section 8/HCV (Housing Choice Voucher), and federal funds. No questions were raised. A motion was made and seconded to accept the financial statements. The motion passed by roll call vote.
The board also considered April 2026 write-offs in the amount of $1,403.54. A motion was made and seconded to approve the write-offs. The motion passed by roll call vote.
New Business — Motion of Objection Moved Forward
Before proceeding with the regular order of the agenda, the board voted to amend the agenda to move New Business item B, the Motion of Objection, forward for immediate discussion. The motion to amend the agenda passed.
Motion of Objection
The board took up the Motion of Objection requested by Mr. Claypool and Mr. Petruziello. The motion concerned the process used to select new legal counsel and was outlined in a document provided to Mr. Markley.
Before addressing the objection itself, the board discussed a legal opinion from attorney Matthew Dooley of Counsel 365. The opinion had been solicited by Dawn Farrell, under her authority as Executive Director, after Mr. Claypool and Mr. Petruziello questioned the legality of the process used to hire the board attorney during the last regular board meeting. It had been marked confidential. A motion was made by Mr. Markley to relinquish confidentiality to the narrowest scope necessary so that the board could discuss the opinion publicly.
Mr. Claypool objected to the legal opinion being obtained by Ms. Farrell, arguing that it was a board matter and should have been authorized by the board in an open meeting. He said the process violated the board’s authority, stating “I will file tomorrow an injunction to stop this whole process….” Reviewer Note: To LWVG's knowledge, no injunction has been filed as of the publication of this report. Mr. Petruziello also questioned who authorized the opinion, what it cost, and whether there was a contract.
Mr. Markley responded that Ms. Farrell has authority to obtain legal guidance to help the agency respond to the objection and that the board needed a legal opinion before debating the legal issues raised. The board voted 4–1 to release the opinion for discussion, with Mr. Claypool being the sole dissenter.
The Motion of Objection sought to rescind the approval of the legal services contract, suspend payments for performance under the contract, require a full legal review of the procurement and delegation of authority, and require future action to comply with law and proper board governance.
Mr. Claypool argued that the board had created a subcommittee to score or screen proposals and that the committee should have been publicly noticed under Ohio’s Sunshine Law. He said the process denied some board members equal participation and made the later board vote a rubber stamp. Mr. Petruziello said his major objection was that no board member interviewed the attorney candidates, leaving the board to hire counsel based on scorecards without understanding the candidates’ qualifications, personalities, or fit with the board.
Mr. Markley responded that the scoring was not a deliberative committee process. He said evaluators scored proposals individually and did not discuss or deliberate together. The board had received the proposals, the RFP (Request for Proposal), the scoring criteria, and the scoring results before voting. They also said no board member had previously required interviews as part of the process.
A portion of the legal opinion was read into the record. The opinion concluded that, based on the materials reviewed, neither the GMHA Board nor the Executive Director had acted inappropriately in procuring general legal services. It said the issues raised related to general governance, bylaws, policies, and compliance with HUD guidance. It also stated that the procurement policy appeared to comply with applicable regulatory requirements while giving a small agency latitude to conduct daily business without completely abrogating the board’s role.
The board then voted on the Motion of Objection. Mr. Petruziello and Mr. Claypool voted yes. Mr. Markley, Ms. Kemerrer, and Ms. Grassman voted no. The motion failed.
After the vote, Marshal Pitchford, one of the people in the audience, was introduced as the board’s new legal counsel.
6. Commissioner’s Report
Ms. Grassman reported on the search for a new executive director. She said she had circulated a candidate checklist and tracker document to help organize board thinking before the board discusses applicants and determines whom to interview.
She asked board members to submit any additions or suggested criteria. Members were asked to send proposed questions to Jeff Markley so they could be organized and formatted into a rating structure.
Ms. Grassman also noted that she had been asked to contact executive directors of local metropolitan housing authorities to ask whether they had recommendations for candidates. She paused that effort after seeing that the job posting had been sent to executive directors more broadly. There have not yet been any applications reviewed by the board.
The board then discussed a staff survey intended to gather employee input about qualities desired in the next executive director. The survey had been sent through SurveyMonkey and was intended to be anonymous. Some residents had questioned whether the responses would truly remain anonymous if they went through the agency’s SurveyMonkey account. The board discussed whether responses could be handled by Ms. Grassman or another board member to reassure employees. It was explained that the responses come through SurveyMonkey rather than as individually identified emails, but concern remained that residents might fear a “backdoor” way to identify respondents. The board appeared to support having Ms. Grassman receive or access the survey information to help preserve confidence in anonymity.
Board members confirmed that all commissioners would have the opportunity to review the applicants.
7. Report of Counsel
Because the newly selected attorney was attending his first GMHA meeting, the board discussed the role of counsel at board meetings. The new counsel was identified as Marshal Pitchford of DiCaudo, Pitchford & Yoder. He was introduced after the board resolved the Motion of Objection concerning the legal services procurement.
Mr. Claypool questioned whether GMHA should pay an attorney to attend meetings if there were no specific legal issues on the agenda. Mr. Markley said GMHA had historically had counsel present at meetings and that, given recent disagreements and the possibility of litigation, it would be appropriate for counsel to attend at least the next several meetings. It was noted that prior counsel had found attendance useful because it gave him broader context about the agency and issues that might later require legal advice.
Mr. Claypool emphasized that his concern was not personal to the new attorney. He said his broader concern was that the board should operate as a board and should not simply “rubber stamp” the director. He also said the board has a fiduciary duty to handle public money carefully and to avoid unnecessary legal expenses. Mr. Markley reiterated that, given current tensions and stated threats of legal action, counsel’s presence was appropriate.
8. Report of the Director
a. March Programs Report
The March Programs Report was referenced under the Report of Director. No specific concerns or highlights were raised during the discussion. The report was to be included as part of the meeting record.
b. RAD (Rental Assistance Demonstration)
The board held a lengthy discussion about RAD, the Rental Assistance Demonstration program, with Nathan Bondar (consultant) participating remotely. Mr. Bondar said the board had previously directed further analysis and a needs assessment of GMHA properties. Partner Engineering and Science had been commissioned to study the properties and had provided him a report.
Mr. Bondar explained that GMHA currently has 243 public housing units, which places it under the 250-unit threshold. He described this as a favorable position because HUD (Housing and Urban Development) gives significant advantages to housing authorities with fewer than 250 public housing units.
Mr. Bondar said a pure RAD transaction would not work well for GMHA, but that HUD allows smaller housing authorities to blend RAD with Section 18. Under the approach discussed, approximately 90 percent of rents would be paid at fair market rent levels, while the remaining 10 percent would be paid at RAD rent levels. He said the program could significantly increase GMHA’s rental income. As an example, he said a one-bedroom RAD rent might be $741 per month, while fair market rent in some census tracts could approach $1,600 per month if GMHA could demonstrate rent reasonableness.
The board discussed two possible paths: converting Murray Manor first, or converting the entire portfolio at once. Bondar said that if GMHA converted only Murray Manor’s 76 units, HUD would likely require a plan to eventually close out the rest of the public housing portfolio. He described the RAD/Section 18 blend as a closeout program intended to transition properties out of traditional public housing.
For Murray Manor alone, Mr. Bondar projected approximately $942,000 in income. After expenses, reserves, immediate needs, and required deposits, he projected year-one net income of approximately $317,000, increasing to about $357,000 by year 15. He said the physical needs assessment identified approximately $26,000 in immediate needs. HUD would also require an operating reserve and an initial deposit toward future capital needs. Mr. Bondar estimated that GMHA would need approximately $560,000 available at closing for the Murray Manor conversion.
For the full portfolio, Mr. Bondar said projected income could be much larger. He estimated approximately $1.2 million in net income on the balance of the portfolio in addition to Murray Manor, or roughly $1.5 million in annual profit after expenses and capital repairs are considered. He said waiting to convert the full portfolio could leave $50,000 to $60,000 per month in income “on the table.”
Mr. Markley asked who would control the reserve accounts. Mr. Bondar said HUD would audit the reserves and require GMHA to demonstrate that the funds exist, but HUD would not be a co-signer on the money. The funds would remain under GMHA’s control, subject to program requirements.
The board also discussed financing. Mr. Bondar said some housing authorities use financing during RAD conversions to avoid bringing cash to closing, complete additional repairs up front, or pull equity from the property for other mission-related purposes. He estimated very generally that GMHA might qualify for $8 million to $10 million in financing, though additional work would be needed.
Mr. Markley asked what restrictions would apply to the additional revenue. Mr. Bondar said the funds would need to be used for affordable housing or to further GMHA’s mission, but that they would provide more flexibility than traditional public housing funds. Possible uses discussed included property improvements, additional affordable housing, workforce housing, senior housing, or purchasing or developing other properties.
Mr. Petruziello, echoing his ongoing repeated concern, expressed apprehension that HUD was shifting liability and responsibility to local housing authorities while continuing to regulate the properties. Mr. Bondar responded that HUD is trying to move away from traditional public housing because aging properties have large capital needs and HUD does not have enough money to fund those repairs directly. He said RAD and Section 18 are designed to shift properties to a platform with higher revenue and more financing options.
Mr. Claypool questioned whether GMHA should explore a more private or nonprofit model rather than focusing only on HUD’s RAD options. He referred to the possibility of dissolving the housing authority under Ohio law and operating through a nonprofit or more “free enterprise” structure. Mr. Bondar responded that GMHA has a declaration of trust and an annual contributions contract with HUD, and that HUD would likely resist releasing the properties except through one of HUD’s approved conversion programs. He said HUD has liens on the properties and would be concerned about the protection of existing residents and would likely take aggressive legal action in opposition.
Attorney Mr. Pitchford said his experience with RAD included a model in which a nonprofit subsidiary of a housing authority took over property after a RAD conversion. He noted that there are variations in how RAD transactions can be structured. He asked Mr. Bondar to identify the menu of HUD conversion options and explain which ones applied to GMHA.
Mr. Bondar summarized six options. He said a pure RAD conversion would not provide enough rent. A pure Section 18 demolition/disposition approach would not be available because GMHA’s properties likely would not meet HUD’s obsolescence test. He said the RAD/Section 18 blend for small PHA (Public Housing Authority) closeout appeared to be the most favorable option because it could provide a 90/10 rent blend. Another RAD/Section 18 construction blend would likely provide less income, such as a 60/40 or 70/30 blend. A very small PHA option would not apply because GMHA has more than 50 units. A separate option might apply only to two scattered-site units.
The board also discussed timing. Mr. Bondar said the next formal step would be submitting a financing plan to HUD, including the needs assessment, financials, and explanation of how the conversion would be funded. He estimated that a financing plan might be prepared within about three months, with HUD review taking another 30 to 60 days. Additional legal work, environmental review, and closing documents would follow. He said a year-end closing might be difficult but a first-quarter closing the following year could be realistic.
Mr. Markley asked about upfront costs. Mr. Bondar estimated $50,000 to $100,000 for legal, consulting,
environmental, and related work, possibly more depending on reports needed. The costs could come from capital funds. Phase I environmental work was mentioned, along with title work and other due diligence. Lead or asbestos review may be less significant if no major construction is planned, though that would need to be confirmed.
The discussion ended without a vote on RAD. Mr. Markley said the board should take more time to absorb the information and be prepared to make a decision at the next meeting. He asked counsel to look into the dissolution issue raised by Mr. Claypool and to evaluate whether it was a realistic option.
c. Housing Services Inc.
The board discussed Housing Services Inc. (HSI). A meeting was scheduled for the upcoming Friday, and Mr. Markley said he had been invited to attend. He stated that there was a board slot to fill, but he wanted to listen to the meeting and better understand the context before considering an appointment. Reviewer Note: See LWVG Observer report from March 18, 2025 for background information on HSI.
Because this was outgoing Executive Director Dawn Farrell’s final meeting, the board noted that another HSI appointment would also need to be made after her departure. No appointment was made during this portion of the meeting.
d. Insurance Claim
The board discussed an insurance claim involving a tree that fell on a unit. There were no injuries and no reported interior damage, but the damage appeared to exceed the deductible. Staff were working with the insurance company.
There was discussion about obtaining quotes for tree removal and any structural work. Tree-related pricing had been received, but the board had not yet received final information on structural repairs. Ms. Carlson said she had been following up regularly.
9. New Business — Remaining Items
a. Board Elections
The board conducted annual board elections. A motion was made to keep the slate the same, with Jeff Markley as chair and Sue Kemerrer as vice chair. The motion passed by roll call vote.
b. Motion of Objection
Motion of Objection was addressed earlier in the meeting after the board voted to amend the agenda.
c. Northeast Ohio Consortium Council of Governments (NOC COG) Lease
The board discussed the NOC COG lease for Suite 100. The lease was described as the same lease the agency had used for several years, extending through June 30, 2027. A motion was made and seconded to approve the lease. The motion passed by roll call vote.
d. Murray Manor & Harris House Parking Lot Repair
The board considered an extension of the Murray Manor and Harris House parking lot project until June 30, 2026. The extension was needed to complete additional drainage work, allow time for final walkthroughs, and address a punch list. A motion was made and seconded to approve the extension. The motion passed by roll call vote.
There was a brief question about whether the drainage work had already been completed. Ms. Carlson explained that this involved additional drainage work and that the contract was being extended because not all work had been completed.
e. Flooring Contract
The board considered extending the flooring contract with Location Carpet through May 31, 2027, not to exceed $45,000. The board was told that $31,000 had been spent through March 6, and that the agency also purchased carpet squares and luxury vinyl tile or plank materials through Floor Coverings International for approximately $14,000 so materials would be available when Location Carpet was unavailable. Total flooring spending to date was stated as approximately $45,375.
The board discussed whether GMHA should continue using carpet or move toward other flooring solutions. Mr. Claypool asked whether another flooring type would be better over the long term because carpet wears out. Carpet squares were also discussed as a way to replace smaller damaged sections rather than entire rooms.
The board noted that RAD conversion could potentially affect flooring requirements, including whether carpeting would need to be replaced with hard-surface flooring. The board agreed that the contract extension would cover near-term replacement needs while longer-term flooring strategy could be revisited.
A motion was made and seconded to approve the flooring contract extension. The motion passed by roll call vote.
f. Assets Obsolete
The board received a handout listing assets to consider for obsolescence and no longer fit for public purpose. A motion was made and seconded to declare the listed items obsolete. The motion passed by roll call vote.
g. Disposal of Assets
After declaring the assets obsolete, the board considered disposal of the items, including recycling. A motion was made and seconded to dispose of or recycle the obsolete assets. The motion passed by roll call vote.
h. Capital Fund Grant
The board was notified by Ms. Farrell that the 2026 Capital Fund Grant amount was $550,463. The board considered a resolution authorizing the chair to sign the HUD form 52840 and related documents as part of accepting the grant. A motion was made and seconded to approve the resolution. The motion passed by roll call vote.
10. Hearing of the Public
During public comment, a resident asked about the upcoming special board meeting. The board explained that the May 1 special meeting would focus on the executive director selection process. The meeting would be publicly noticed with an agenda like other meetings.
A question was also asked about the parking lot project listed on the agenda. Staff explained that “MM & HH” referred to Murray Manor and Harris House. Murray Manor required final walkthrough and punch list work, while Harris House still involved drainage work.
Another public comment concerned a front door that had reportedly been broken for more than three months. Staff said they had been asking about the repair and that the company initially believed it had the needed part in stock, but the part had to be ordered and was on back order.
11. Executive Session
The board moved to enter executive session under ORC 121.22(G)(1) for employment and compensation of a public employee. Dawn Farrell, the CFO, counsel, and all board members, including those present in person and those participating remotely, were invited into executive session. Members of the public were excused.
12. Any Further Business
After the executive session the board returned to public session. Mr. Markley stated that no further board action was needed following the executive session.
He then gave a brief update on planning for Executive Director Dawn Farrell’s departure. He said Ms. Farrell would not be present at the next meeting and that the board needed to make provisions for the transition. Her final technical day was identified as June 30, though she may serve in a limited or transitional capacity after Memorial Day and through June, potentially helping sign documents if a replacement is not yet in place.
The chair said the board hoped to have a replacement plan in place soon. He also referenced the May 1 special meeting, where the board hoped to review resumes for the executive director position.
13. Adjournment
The meeting adjourned at 6:48 pm.
Next Meeting: The next meeting will be a Special Board Meeting at 8 am on May 1, 2026 to discuss the process for hiring an executive director. The next regular meeting of the Board is Tuesday, May 19, 2026, at 4:00 pm at Murray Manor. More information about the Geauga Metropolitan Housing Authority can be found here.
Observer: David Lewis
Editor: Carol Benton
Reviewer: Sarah McGlone
Date Submitted: April 27, 2026
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