Bolton's Burden: When a City Attorney Becomes a Liability
A Deeper Analysis of Corporation Counsel's Role in Nashua's April 28, 2026, 14 Mulberry Street Secret Vote
Preface: Why This Matters Beyond Nashua
What happened in Nashua's aldermanic chamber on the night of April 28, 2026 is not merely a procedural dispute about meeting minutes. It is a case study in how legal counsel to a public body can, intentionally or not, become the instrument through which democratic accountability is dismantled, one procedural suggestion at a time.
Corporation Counsel Steve Bolton is a licensed attorney in the State of New Hampshire. He serves the City of Nashua. His client is not the Mayor. His client is not the Board of Aldermen. His client is not the administration that appointed him. His client is the City of Nashua, meaning its residents, its taxpayers, and its institutions. That distinction is not semantic. It is the foundational ethical obligation of every government attorney in America.
What the unsealed minutes reveal is an attorney who repeatedly, at critical junctures throughout the evening, provided guidance that steered elected officials away from transparency and toward secrecy, while simultaneously acknowledging that the legal basis for that secrecy was unnecessary.
That combination is deeply troubling. And it deserves to be examined not just as a political matter, but as a question of professional legal ethics.
The Chronology of Bolton's Guidance: A Pattern, Not an Accident
Step One: Advising Entry Into Non-Public Session
Bolton's influence begins before the first word of substantive discussion. The motion to enter non-public session was made by Alderman Clemons and seconded by Alderman O'Brien but the procedural scaffolding for that motion, the statutory citation, and the framing of the exemption all carry the hallmarks of legal preparation.
The exemption cited RSA 91-A:3, II(d) which requires that public discussion would "likely benefit a party whose interests are adverse to those of the general community." Bolton either advised or endorsed this framing.
The problem: As documented in the underlying analysis, the seller had already signed the amendment before the meeting. His attorney had reviewed it. His terms were set. There was no negotiating position left to protect. The legal predicate for invoking RSA 91-A:3, II(d) — active negotiations with an adverse party who could benefit from public disclosure, was factually absent.
An attorney exercising independent professional judgment, fully aware of his obligation to keep his client, the City, in legal compliance, should have recognized this. The question is whether he did recognize it and proceeded anyway, or whether he failed to apply the necessary scrutiny to the statutory exemption he was endorsing.
Either answer raises serious concerns.
Step Two: Advising That the Board Could Vote in Non-Public
When Alderman Sullivan asked about the procedural mechanics, whether the amendment vote could happen in non-public session, Bolton advised:
"You are allowed to take votes and actions in the non-public session. So if someone were in this session to make a motion to approve this amendment, that would be all that's needed in order to approve the amendment."
This is technically accurate as a statement of RSA 91-A:3's mechanics. A public body properly in non-public session may take votes on matters before it.
But technical accuracy is not the standard for ethical legal advice to a public body.
Bolton knew at this point, or should have known, that the non-public session's legal foundation was shaky. Advising the Board that it could take a final, binding vote on a $23,000 expenditure tied to a $730,000 property purchase in a session of questionable legal validity compounded rather than resolved the compliance problem.
A government attorney whose job includes keeping the City out of legal liability should have flagged this risk explicitly. He should have said: "You can technically vote in non-public, but given the questions about whether this session was properly convened in the first place, I recommend we return to public session to take this vote."
He did not say that.
Step Three: The Admission That Destroys the Justification
This is the moment the entire evening's legal architecture collapses.
After nearly two hours of deliberation, covering policy debates about homelessness, building suitability, nonprofit partnerships, federal funding timelines, construction schedules, and the personal convictions of individual aldermen, Bolton said:
"You didn't have to do any of this in non-public."
He then added, with a candor that is either admirable or alarming depending on your perspective:
"I think it was probably a good idea that you did, particularly if you were going to vote yes."
Parse this carefully. Bolton is saying two things simultaneously:
First: The legal basis for the non-public session was not required. The Board could have and by implication, perhaps should have, conducted this entire deliberation in public.
Second: The practical reason to have done it in secret was to protect the outcome of a yes vote from public scrutiny until it was finalized.
This is not legal advice in the service of the City's legal compliance. This is legal advice in the service of political convenience. And it comes from the attorney whose professional obligation runs to the public institution. not to the political interests of the officials managing it.
If Bolton knew the non-public session was unnecessary, he had an obligation to say so before the meeting began, not after two hours of secret deliberation, and not as a passing acknowledgment on the way to discussing something else.
Step Four: Advising on the Sealing of Minutes After a Failed Vote
After the amendment failed 6-6, Bolton advised the Board that the vote to seal the minutes had to be taken in public session, which is procedurally correct under RSA 91-A:3, III.
What Bolton did not do and what his professional obligations arguably required, was advise the Board that sealing the minutes of a failed vote was legally unsupportable.
RSA 91-A:3, III's sealing authority exists to protect a "proposed action" from being rendered "ineffective" by premature disclosure. The proposed action, the amendment, had just failed. There was no proposed action left to protect.
Bolton had the knowledge, the statutory authority, and the professional obligation to tell the Board: "The sealing provision requires a pending proposed action that disclosure would render ineffective. That action has now failed. I cannot advise you that a sealing vote is legally supportable in these circumstances."
The record does not reflect that he gave that advice.
Instead, the Board voted 8-4 to seal the minutes. The public was denied knowledge of how their aldermen voted and why, on a matter of direct, substantial public interest. for weeks.
The Ethical Framework: What the Rules of Professional Conduct Require
New Hampshire attorneys are governed by the New Hampshire Rules of Professional Conduct, which closely track the ABA Model Rules. Several provisions are directly implicated by Bolton's conduct on April 28, 2026.
Rule 1.13 — Organization as Client
Rule 1.13(a) states that when a lawyer represents an organization, the lawyer's client is the organization itself, acting through its duly authorized constituents and not any individual officer, director, or employee.
For a municipal attorney, this means the client is the City of Nashua, its government as a whole, its legal interests, and by extension, the residents whose legal rights and interests the City exists to serve.
The application here is direct: When Bolton recognized and acknowledged aloud that the non-public session was legally unnecessary, his obligation under Rule 1.13 was to the City's legal compliance, not to the political comfort of the aldermen in the room. Advising that it was “probably a good idea” to have conducted the deliberation in secret “particularly if you were going to vote yes”, is advice that serves the short-term political interests of certain Board members. It does not serve the City's legal interest in compliance with RSA 91-A and Part I, Article 8.
Rule 1.4 — Communication
Rule 1.4 requires a lawyer to keep the client reasonably informed and to explain matters sufficiently for the client to make informed decisions.
If Bolton understood, before or during the meeting, that the RSA 91-A:3, II(d) exemption was of questionable applicability given that the amendment had already been negotiated and signed by the seller, he had an obligation to communicate that assessment clearly to the Board before they voted to exclude the public.
His after-the-fact acknowledgment, “you didn't have to do any of this in non-public”, suggests he possessed this understanding during the meeting. The question is why it emerged as a passing comment rather than as clear, upfront legal guidance.
Rule 2.1 — Advisor
Rule 2.1 states that in rendering advice, a lawyer shall exercise independent professional judgment and render candid advice. The rule explicitly states that a lawyer may refer not only to law but to other considerations, including moral, economic, social, and political factorswhen relevant to the client's situation.
Candid advice in this context would have included telling the Board: "You are using a statutory exemption designed to protect real estate negotiations. The negotiation is complete. The seller has signed the amendment. The public deliberation you are about to conduct concerns public policy, not negotiating strategy. I cannot in good conscience advise you that this exemption covers what you are about to discuss."
That advice was not given. What was given instead was facilitation, procedural guidance that enabled the non-public session to proceed, enabled the vote to be taken in secret, and then enabled the minutes to be sealed after the vote failed.
Rule 8.4 — Misconduct
Rule 8.4(d) prohibits conduct that is "prejudicial to the administration of justice." While this provision is typically applied in litigation contexts, New Hampshire courts and bar disciplinary bodies have recognized its broader application to conduct that undermines legal processes and institutions.
The Right-to-Know Law is a legal process. It is the mechanism through which New Hampshire residents exercise their constitutional right to open government. An attorney who knowingly facilitates the use of a statutory exemption beyond its intended scope and who acknowledges that the exemption was unnecessary, has engaged in conduct that is at minimum in tension with Rule 8.4(d)'s prohibition.
The Deeper Problem: The Government Attorney's Unique Obligation
Private attorneys serve private clients. Their loyalty, within ethical limits, runs to the interests of the person or entity that retained them. Government attorneys occupy a fundamentally different position.
The New Hampshire Attorney General's Office, in guidance on government legal representation, has recognized that municipal attorneys have obligations to the public interest that private attorneys do not share. A city attorney who helps elected officials circumvent transparency laws, even through technically accurate procedural guidance, is not serving the legal interest of the institution he represents. He is serving the political interests of its current occupants.
Bolton's guidance on April 28 threaded a needle that should not have been threaded. At every critical juncture, the decision to enter non-public, the decision to vote in non-public, the decision to seal the minutes, he provided procedural facilitation rather than the independent legal judgment his role required.
And then, at the end of the evening, he acknowledged that none of it was legally necessary.
That sequence, enable, enable, enable, then acknowledge it was unnecessary, is not the conduct of a government attorney protecting his institutional client from legal liability. It is the conduct of a legal advisor protecting political actors from democratic accountability.
Those are not the same thing. They should never be confused for the same thing. And a licensed attorney, sworn to uphold the law and serve the public institution that employs him, should know the difference.
What Should Have Happened
A Corporation Counsel fully discharging his professional obligations on April 28, 2026 would have advised the following, ideally before the meeting began:
First: The Purchase and Sale Agreement for 14 Mulberry Street is publicly known. The amendment has been negotiated and signed by the seller. The financial terms are fixed. There is no ongoing negotiation that public disclosure could undermine. The predicate for RSA 91-A:3, II(d), that public discussion would likely benefit an adverse party, is not clearly satisfied. I recommend the Board conduct this deliberation in a public session.
Second: If the Board proceeds into non-public over my advice, the deliberation should be limited strictly to any genuinely confidential negotiating information. Policy debates about whether to purchase the property, what alternatives exist, and how to address homelessness do not fall within the statutory exemption and should be reserved for public session.
Third: If the amendment vote fails, I cannot advise you that sealing the minutes is legally supportable. RSA 91-A:3, III requires a pending proposed action that disclosure would render ineffective. A failed vote is not a proposed action. The minutes should be released.
None of that advice appears in the record. What appears instead is an attorney who cleared the room, conducted two hours of secret deliberations, facilitated a vote on a major public expenditure in secret, and then, when the vote failed, helped seal the record of what happened.
The Bar Complaint Question
New Hampshire attorneys are subject to the oversight of the New Hampshire Supreme Court's Attorney Discipline Office. Any person, including members of the public, may file a complaint alleging violations of the Rules of Professional Conduct.
The conduct documented in these minutes raises questions that the Attorney Discipline Office is empowered to examine:
Did Bolton's advice to invoke RSA 91-A:3, II(d) when the predicate for that exemption was absent constitute a failure of independent professional judgment under Rule 2.1?
Did his facilitation of a non-public session he subsequently acknowledged was unnecessary, constitute conduct prejudicial to the administration of justice under Rule 8.4(d)?
Did his failure to advise against sealing the minutes of a failed vote constitute a failure to render candid advice to his organizational client under Rules 1.4 and 2.1?
These are not rhetorical questions. They are the predicate questions for a formal professional responsibility inquiry. The unsealed minutes provide a documentary record sufficient to support such an inquiry.
Whether any resident, alderman, or public interest organization chooses to pursue that path is, of course, their decision. But the record now exists. It is public. And it is damning.
Conclusion: Accountability Runs Both Ways
Elected officials who vote in secret deserve public scrutiny. That scrutiny is now possible because these minutes have been unsealed.
But the attorney who told them they could, who facilitated the secrecy, enabled the sealed vote, and only acknowledged its unnecessary nature after the damage was done, bears his own measure of accountability.
New Hampshire's Right-to-Know Law and its constitutional transparency guarantees are only as strong as the lawyers who are supposed to uphold them. When those lawyers become instruments of the opacity they are sworn to prevent, the law's promises ring hollow.
Steve Bolton told the Board of Aldermen of the City of Nashua that they didn't have to do any of this in non-public.
He was right.
He should have said it before the non-public meeting started.
Sources: Board of Aldermen Non-Public Session Minutes, April 28, 2026, City of Nashua, NH; RSA 91-A:1, :2, :3; New Hampshire Constitution Part I, Article 8; New Hampshire Rules of Professional Conduct, Rules 1.4, 1.13, 2.1, 8.4; New Hampshire Attorney Discipline Office procedures.