Transparent GMU v. George Mason University

Summary

The Supreme Court of Virginia considered whether the George Mason University Foundation, a privately held nonprofit corporation that manages donations for George Mason University, is subject to the Virginia Freedom of Information Act. The Court held that the Foundation is not a public body under the statute and that its records are not subject to disclosure under VFOIA. The Court affirmed the dismissal of Transparent GMU’s amended petition for writ of mandamus.

Holdings

1. The Foundation was not an "entity of" GMU because it was an independent corporation, not produced or distributed by GMU and not created by GMU to perform delegated governmental functions.
2. The Foundation was not a public body under VFOIA because it was not supported wholly or principally by public funds.
3. The Foundation was not GMU's alter ego, and veil piercing was not warranted.
4. The Foundation was not shown to be GMU's agent; in any event, agency status would not make records in the Foundation's custody subject to VFOIA because the Foundation was not a public body.
5. The requested records concerning private donations were not public records subject to VFOIA because they were held by the private Foundation and related to its private-donor gift-management mission rather than the transaction of public business.
6. The Foundation's records were not automatically subject to VFOIA merely because Dr. Bingham served both as a GMU vice president and as the Foundation's president and chief executive officer.

Questions Presented

1. Whether the George Mason University Foundation was an "entity of" GMU created to perform delegated functions or advise GMU, and therefore a public body under VFOIA.
2. Whether the Foundation was wholly or principally supported by public funds and therefore a public body under VFOIA.
3. Whether the Foundation was GMU's alter ego or agent for purposes of VFOIA.
4. Whether records concerning private donations held by the Foundation were public records because they related to the transaction of public business.
5. Whether the Foundation's records became subject to VFOIA merely because Dr. Janet E. Bingham served in official capacities for both GMU and the Foundation.

Disposition

affirmed