JAMES A. ANDERSON & others [Note 1] vs. BOARD OF SELECTMEN OF WRENTHAM & another. [Note 2]

GREANEY, J. We are asked in this case to interpret G. L. c. 32B, Section 7A, a local option statute which permits municipalities to contribute more than 50% of their employees' group insurance premiums. [Note 3] In particular, we must decide

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whether Section 7A empowered the Wrentham town meeting to set unilaterally the town's rate of contribution toward the group health and life insurance provided to the town's employees. We conclude that Section 7A did not authorize the town meeting's action and reverse a Superior Court judgment that made a contrary determination.

The background of the case is as follows. On December 14, 1987, a special town meeting was convened in Wrentham. At the meeting, the voters agreed to accept G. L. c. 32B, Section 7A. [Note 4] The meeting then voted to pay 99% of the premium of the group life and health insurance for all the town's employees and their dependents and to transfer $150,000 from the town's treasury to pay for the costs of the additional contribution percentage. Approximately two weeks later, the board of selectmen (board) refused to comply with the special town meeting vote to pay 99% of the group life and health insurance premiums, but, rather stated that it would continue to fund only 50% of the insurance premium costs, the minimum amount required by Section 7A. The board's refusal to pay the additional 49% represents a net weekly loss to each participating town employee of $14.58 for individual coverage and $34.54 for family coverage.

The plaintiffs, five town employees, and the Wrentham Police Association, commenced an action in the Superior Court seeking a declaration pursuant to G. L. c. 231A, that the town meeting had the authority to set unilaterally the 99%

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contribution rate. [Note 5] The plaintiffs also sought an order directing the board to implement the town meeting vote on the rate. After the defendants filed their answer, the plaintiffs moved for summary judgment pursuant to Mass. R. Civ. P. 56 (a), 365 Mass. 824 (1974), essentially on the undisputed facts set forth above. A judge in the Superior Court allowed the plaintiffs' motion, concluding in his memorandum that "it is the town meeting . . . which sets the rate under G. L. c. 32B, Section 7A." A judgment entered declaring that the board was obligated to abide by the town meeting vote of December 14, 1987, that established the contribution rate at 99%. The judgment also stated that the relief ordered would operate prospectively with the 99% contribution rate to be used by the selectmen in negotiating the next insurance contract or contracts. The plaintiffs filed a motion seeking reconsideration of the determination that the new rate should not apply retroactively. That motion was denied. The defendants appealed from the entire judgment. The plaintiffs appealed from the portions of the judgment concerning the retroactivity of the new contribution rate. We transferred the case to this court on our own motion.

In controversy is the interpretation of the language in Section 7A, which refers to "a premium determined by the governmental unit to be paid by the insured." The term "[g]overnmental unit" is defined in G. L. c. 32B, Section 2 (f), as "any political subdivision of the commonwealth," while "[p]olitical subdivision" is defined in Section 2 (g), including a "town." The plaintiffs contend that the reference in Section 7A to the town (as "the governmental unit") can mean only the town meeting, and thus excludes the board. The plaintiffs maintain that this conclusion is supported by the separate definition in Section 2 (a) of "[a]ppropriate public authority," as including the board of selectmen, and the reference in other parts of G. L. c. 32B to the "appropriate public authority" (board) as performing other duties with respect to insurance

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coverages for town employees. See, e.g., G. L. c. 32B, Sections 3, 5, & 8A (1988 ed.). The defendants, on the other hand, argue that the reference to the town in Section 7A is meant to be a more general reference to the municipality as a whole, not exclusively to the town meeting. The defendants point to numerous other provisions of G. L. c. 32B (which we need not detail here), that they maintain will have a strained and illogical meaning if "governmental unit" is rigidly construed to mean only "town meeting." [Note 6]

We agree with the defendants' position that the reference in Section 7A to the "town" is a general reference to the municipality as a whole and not a specific reference to the town meeting. In substance, Section 7A requires that any premium contribution above the 50% minimum be "determined by the governmental unit." That determination requires several distinct steps. First, the town must vote to accept Section 7A under the procedure set forth in G. L. c. 32B, Section 7A (d). Second, a particular contribution percentage must be selected. Third, the town must fund the resulting contribution percentage. It is clear that the town meeting is the only branch of town government empowered to take the first and third steps. See (with respect to the first step) Jenkin v. Medford, 380 Mass. 124, 126-127 (1980); and (with respect to the third step) G. L. c. 40, Section 5 (1988 ed.); G. L. c. 150E, Section 7 (1988 ed.). The second step, however, involves the chief executive officer of the town, in this case the board of selectmen, in a mandatory task. Under State law, the contribution percentage to be paid on behalf of unionized employees must be collectively bargained by the employer. See G. L. c. 150E, Section 6; School Comm. of Medford v. Labor Relations Comm'n, 380 Mass. 932 (1980). In that collective bargaining process, the town manager or board of selectmen is the exclusive bargaining representative of a town; the town meeting has no direct

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role in the process of negotiations. See G. L. c. 150E, Section 1; [Note 7] Labor Relations Comm'n v. Natick, 369 Mass. 431, 438 (1976); Weymouth School Comm., 9 M.L.C. 1091, 1094 (1982).

The role of the town manager or board of selectmen in the collective bargaining process is an essentially executive function mandated by statute. We have held that, when a board of selectmen is acting in furtherance of a statutory duty, the town meeting may not command or control the board in the exercise of that duty. See Russell v. Canton, 361 Mass. 727 (1972); Breault v. Auburn, 303 Mass. 424 (1939); Lead Lined Iron Pipe Co. v. Wakefield, 223 Mass. 485 (1916). These decisions reflect an application of the more general principle that "[a] municipality can exercise no direction or control over one whose duties have been defined by the Legislature." Breault v. Auburn, supra at 428, quoting Daddario v. Pittsfield, 301 Mass. 552, 558 (1938).

We think it follows from these considerations that the essence of good faith bargaining would be thwarted if the parties entered negotiations at a point where the very subject of those negotiations -- the insurance premium contribution rate -- had already been inflexibly established by the town meeting. Good faith bargaining requires "an open and fair mind as well as a sincere effort to reach a common ground." School Comm. of Newton v. Labor Relations Comm'n, 388 Mass. 557, 572 (1983). It would be antithetical to this notion to permit a party to the bargaining process to come to the table with a fait accompli. [Note 8]

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In a situation where two or more statutes relate to a common subject matter, they should be construed together to constitute an harmonious whole consistent with the legislative purpose. Board of Educ. v. Assessor of Worcester, 368 Mass. 511, 513-514 (1975). Consistent with this principle, we doubt the Legislature intended in G. L. c. 32B, Section 7A, to undermine the well-established collective bargaining requirement that exists in this area. [Note 9] Rather, Section 7A, read together with the pertinent provisions of G. L. c. 150E, preserves, as to unionized employees, traditional functions. Negotiation of any contribution rate over 50% is handled by the town manager or board of selectmen. Negotiations would then be followed by a request for an appropriation necessary to fund the costs of any agreed upon contribution rate. [Note 10] By passing on

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the latter, the town meeting will have its say on the subject. Nothing further argued by the plaintiffs dissuades us from this view. [Note 11] Our conclusion renders it unnecessary to consider the issue raised in the cross appeal by the plaintiffs with respect to the retroactive payment of the benefits voted by the town meeting.

The judgment is reversed. A new judgment is to enter which declares that the defendant board is not obligated to abide by the December 14, 1987, vote of the special town meeting which purported to establish under G. L. c. 32B, Section 7A, the town's rate of contribution on group insurance benefits paid the town's employees at 99%.

So ordered.