WASHINGTON, NC — YOUR CORRUPT CITY ATTORNEY DRAFTED A CONTRACT THAT VIOLATES UP TO 7 LAWS. HERE'S THE PROOF, IN HIS CONTRACT'S OWN WORDS. | Eastern NC Now

I've been telling you about the City Manager Employment Agreement that the Morally Bankrupt City Attorney Franz Holscher drafted and is trying to rush through Council without it ever being placed on the agenda. Now I'm going to show you the EXACT language in the contract and the EXACT laws it violates — so you can judge for yourself.
This is not opinion. This is the contract's own words matched against the law.
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VIOLATION #1: THE FIRST AMENDMENT TO THE U.S. CONSTITUTION
Freedom of Speech
What the Law Says:
The First Amendment prohibits the government from restricting the speech of its citizens — and that protection applies with special force to elected officials speaking on matters of public concern. The U.S. Supreme Court in Connick v. Myers, 461 U.S. 138 (1983), held that speech by public employees on matters of public concern is constitutionally protected. In Bond v. Floyd, 385 U.S. 116 (1966), the Court held that elected legislators have an even GREATER right to speak on public issues than ordinary citizens — not less.
What the Contract Says (Section 6(B)):
"The City Council and each individual Council Member agree that they shall not make, publish, or communicate any knowingly false, defamatory, disparaging, or materially negative statements concerning Employee in connection with Employee's service as City Manager or separation from employment, whether orally or in writing, including through social media or other online platforms, to any media outlet or journalist, or through podcasts, interviews, broadcasts, or other public forums."
Why This Violates the Law:
This clause GAGS your elected officials. If a Council Member believes the City Manager is performing poorly, wasting taxpayer money, or making decisions that harm the public — they are CONTRACTUALLY PROHIBITED from saying so publicly. Every social media post, every comment to a reporter, every statement at a public forum is a potential breach of contract. The very people you ELECTED to be your voice are being SILENCED — by a contract drafted by the City Attorney who is supposed to work for THEM. The First Amendment does not allow a government contract to strip elected officials of their right to speak on matters of public concern. Period.
And it gets worse (Section 6(B)(1)):
"Each separate publication, communication, media appearance, social-media post, podcast appearance, interview, or other public dissemination of a prohibited statement shall constitute a separate breach... This provision shall survive the expiration or termination of this Agreement."
That means every single post, every single comment is a SEPARATE breach triggering SEPARATE damages. And the gag order doesn't end when the contract ends — it binds Council Members FOREVER. An unconstitutional restraint on speech that never expires.
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VIOLATION #2: NORTH CAROLINA CONSTITUTION, ARTICLE I, SECTIONS 12-14
Freedom of Speech, Press, and Assembly
What the Law Says:
The NC Constitution provides its OWN protections for free speech, freedom of the press, and the right of the people to assemble — separate from and in addition to the U.S. Constitution. Article I, Section 12 guarantees the right of assembly. Section 14 declares: "Freedom of speech and of the press are two of the great bulwarks of liberty and therefore shall never be restrained."
What the Contract Says (Section 6(B)):
The same non-disparagement clause quoted above prohibits Council Members from speaking "to any media outlet or journalist, or through podcasts, interviews, broadcasts, or other public forums."
Why This Violates the Law:
The NC Constitution says freedom of the press "shall NEVER be restrained." This contract restrains it — permanently. It bars Council Members from talking to any journalist or media outlet about the City Manager's job performance. This is a direct, textual violation of the NC Constitution's guarantee that press freedom shall NEVER be restrained.
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VIOLATION #3: NC GENERAL STATUTE 160A-74
Quorum Requirements for Council Action
What the Law Says:
G.S. 160A-74 provides that a "majority of the actual membership of the council, excluding vacant seats and members who are excused from voting" constitutes a quorum, and a majority of those present and voting is sufficient to take action. This means a SIMPLE MAJORITY of the council — not every single member — is all that is legally required to act.
What the Contract Says (Section 4(I)):
"Any termination of Employee by Employer, whether with or without cause, shall require formal action by the City Council acting as a governing body at a duly called meeting with the Mayor and every sitting member of City Council present."
And (Section 4(I)(1)):
"A Council member's absence from a meeting, failure to attend a meeting, decision not to attend a meeting, inability to attend due to travel and or other personal duties, recusal that is not legally required, or temporary unavailability shall not be deemed incapacity for the purposes of this Section and shall not permit termination of Employee without the affirmative, majority vote required by this Section."
Why This Violates the Law:
The state legislature set the quorum requirement by statute. This contract OVERRIDES state law by requiring EVERY SINGLE COUNCIL MEMBER to be present — not just a quorum. If even ONE member is absent for ANY reason — sick, traveling, a family emergency — the City Manager CANNOT be terminated. And look at Section 4(I)(4):
"If the required affirmative, majority vote in favor to terminate Employee is not obtained, Employee shall remain employed under the terms of this Agreement, and any purported termination that does not comply with this Section shall constitute a breach of this Agreement and shall entitle Employee to the applicable severance and other remedies provided under this Agreement."
So if just one member can't make it to the meeting, and the Council tries to fire the City Manager anyway — even with a 4-0 vote of every member present — the City BREACHES the contract and owes full severance. This means a single absent Council Member, for ANY reason, gives the City Manager an insurance policy against accountability.
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VIOLATION #4: NC GENERAL STATUTE 160A-148
Council's Statutory Power to Appoint and Remove the City Manager
What the Law Says:
G.S. 160A-148 grants the City Council the power to appoint and remove the City Manager. This is a STATUTORY power — meaning it was given to Council by the state legislature and cannot be bargained away or restricted by contract.
What the Contract Says (Section 4(J)):
"In the event... Employee resigns following a suggestion, whether formal or informal, by Council that she resign, then... Employee may, at her option, be deemed to be 'terminated'... within the meaning and context of the hereinabove applicable severance pay provision."
And (Section 4(B)):
"Cause shall be limited to the circumstances expressly identified in Section 4(H), and no other conduct, disagreement, professional judgment, administrative decision, or failure to meet an unstated expectation shall constitute cause."
And (Section 4(H)(3)):
The definition of a "Council directive" that the City Manager must follow is defined so narrowly that it excludes "routine requests, inquiries, assignments, requests for information, requests to investigate or research a matter, requests for reports or recommendations, or other ordinary administrative communications." And each directive must be "formally adopted by the City Council acting as a governing body at a duly called meeting and approved by the vote required by applicable law."
Why This Violates the Law:
Multiple provisions work together to make the City Manager effectively unremovable:
- If any Council Member even SUGGESTS resignation — formally OR informally — that triggers full severance.
- "For cause" is defined so narrowly that poor performance, incompetence, and bad judgment are NOT grounds for termination.
- The City Manager is only required to follow formal directives adopted by vote at a meeting — she can ignore routine requests, emails, and instructions from individual Council Members without consequence.
- ALL members must be present to fire her.
These provisions don't just restrict the Council's removal power — they effectively ELIMINATE it. A statutory power granted by the legislature cannot be contracted away.
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VIOLATION #5:
ISSUE #5: LACK OF PUBLIC TRANSPARENCY — WALKING IN A $1 MILLION+ CONTRACT WITH NO ADVANCE NOTICE
What Good Governance Requires:
The NC Open Meetings Law (G.S. 143-318.9 et seq.) exists to ensure the public knows what its government is doing. While the statute requires notice of the meeting itself — and does not technically require every item on a pre-published agenda for a regular meeting — the spirit of open government demands that major financial decisions be made transparently, with the public given adequate time to review what’s being voted on.
What the City Attorney Is Doing:
In his October 2 email to the Council, the City Attorney wrote that “the goal will be to walk the contract into your 10/13 Council meeting.” In his October 8 email, he wrote: “I will suggest that it be walked in during your meeting Tuesday night for formal approval.” The City Manager contract is NOT on the published agenda for the October 13 meeting.
Why This Is Wrong:
This is not a routine matter being added to an agenda. This is a multi-year employment contract committing taxpayers to over $1 million — with a gag clause on elected officials, unlimited indemnification, and provisions that override state quorum law. The City Attorney’s own emails show this was planned days in advance. There is no reason this could not have been placed on the published agenda — except that doing so would have given the public time to read it, ask questions, and show up to object. Walking in a contract of this magnitude, when there was ample time to notice it properly, is a deliberate choice to avoid public scrutiny. Whether or not it technically violates the Open Meetings statute, it violates every principle the statute was written to protect.

VIOLATION #6:
ISSUE #6: DELIBERATE AVOIDANCE OF THE PUBLIC RECORD
What the Law Requires:
NC’s Public Records Law, G.S. Chapter 132, declares that public records are the property of the people. G.S. 132-1 states: “The public records and public information compiled by the agencies of North Carolina government or its subdivisions are the property of the people.” Written communications — including emails — made or received in connection with public business are public records subject to inspection.
What the City Attorney Is Doing:
The City Attorney repeatedly instructed Council Members: “do not reply all” and “Please contact me individually by phone.” These directives steer discussion of public business — including this contract — away from written communications and into phone calls that create no record.
And What the Contract Does (Section 6(B)):
The non-disparagement clause prohibits Council Members from communicating “materially negative statements” about the City Manager’s service — including to the press and public.
Why This Matters:
The Public Records Law does not require every government communication to be in writing. Phone calls are not themselves public records violations. But consider the pattern: the City Attorney directs Council Members to avoid written communication. He directs them not to reply to each other. He drafts a contract that prohibits them from speaking publicly about the City Manager. And he plans to walk in that contract without placing it on the agenda. No single action may violate a specific statute on its own. But taken together, this is a deliberate system designed to conduct the public’s business outside public view — to ensure that by the time the taxpayers find out what happened, it’s already done. The people of Washington deserve better than a City Attorney who treats transparency as something to be worked around.

VIOLATION #7: NC GENERAL STATUTE 160A-12
The City's Lawful Contracting Authority — ULTRA VIRES (VOID)
What the Law Says:
G.S. 160A-12 grants cities the power to enter into contracts, but ONLY within the scope of authority granted by law. A contract that exceeds the city's lawful authority is "ultra vires" — Latin for "beyond the powers" — and is VOID as a matter of law. A void contract is not merely voidable or unenforceable — it is as if it never existed.
What the Contract Contains:
- Provisions that violate the First Amendment and the NC Constitution (the non-disparagement clause)
- Provisions that override the statutory quorum requirement of G.S. 160A-67 (requiring ALL members present)
- Provisions that effectively eliminate the Council's statutory removal power under G.S. 160A-148
- Provisions designed to circumvent the Open Meetings Law
And (Section 19 — Indemnification):
"Employer shall defend, save harmless, and indemnify Employee against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee's duties as City Manager. Employer will compromise and settle any such claims or suit and pay the amount of any settlement or judgment rendered thereon."
Why This Violates the Law:
A city has no authority to enter into a contract that violates the Constitution, overrides state statutes, or eliminates powers granted to the governing body by the legislature. Every such provision is beyond the city's power — ultra vires — and void. The indemnification clause has NO CAP and gives the Council NO DISCRETION over settlements. The City must "compromise and settle any such claims" and "pay the amount of any settlement or judgment" — no matter how large, no matter how frivolous the underlying claim. This is an unlimited blank check drawn on the taxpayers.
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THE BOTTOM LINE — FOLLOW THE MONEY
Here's what this contract costs YOU, the taxpayer:
- $185,000 annual salary
- $250,000+ in guaranteed severance after a certain period and $125,000+ — structured so that nearly EVERY exit scenario triggers a full payout
- $1 MILLION+ total payroll commitment over the life of the contract
- UNLIMITED indemnification — the City must settle ALL lawsuits against the City Manager with NO cap
- NO offset — if she gets a $200,000 job the next day, the City STILL pays full severance
- Severance paid in a 30-day LUMP SUM with NO release of claims required — meaning she collects the money AND can still sue the City
- The "for cause" definition is so narrow that poor job performance and incompetence do NOT qualify
This contract was drafted by our City Attorney, who has a documented history of deficient legal work, who directed an illegal hiring process for the LAST City Manager (fired 3 months later in a 4-0 vote), who has ignored my TWICE-submitted requests for independent legal review, and who is now trying to rush this through on October 13 without it even being on the agenda.
THIS IS A DRAFT CONTRACT. IT HAS NOT BEEN SIGNED OR APPROVED. THERE IS STILL TIME TO STOP IT.
WHAT YOU CAN DO:
1. ATTEND the October 13 Council meeting.
2. DEMAND this contract receive independent legal review before any vote.
3. DEMAND transparency — this should be on the agenda with proper public notice.
4. SHARE this post so every Washington taxpayer knows what's happening with their money.
Email jdavis@washingtonnc.gov for a full copy of the contract (candidate name redacted).
Your City Council works for YOU. Not the other way around.
— Councilmember Joe Davis
Faith | Family | Freedom | Accountability
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