Over the objections of an agency attorney, three board members of the Washington Suburban Sanitary Commission attempted to restructure the utility at a closed-door meeting called last Monday night on less than two hours' notice, according to senior utility officials with knowledge of the meeting.

The move, led by WSSC Chair Joyce Starks, would have placed the utility's minority contracting office under the six-member board's direct control. Shaaron W. Phillips, head of the office and an ally of Prince George's County Executive Jack B. Johnson (D), currently reports to the general manager. The WSSC, with an annual budget of $659 million, is an important source of business for many Prince George's minority contractors, several of whom supported Johnson's campaign.

WSSC employees expressed outrage over the attempted closed-door restructuring less than a week after Starks told 17 state legislators at a fact-finding session that she was committed to transparency at the agency.

Starks announced the last-minute meeting after business hours, while one board member was out of town and another was sick. Robert H. Drummer, the agency's senior counsel, told the four commissioners present that the proposed session violated agency bylaws. The meeting would be improper, he said, because there was insufficient public notice and because two commissioners were unaware that the session had been called.

Three of the commissioners -- Starks, Vice Chair Gerald J. Roper and Prem P. Agarwal -- decided to proceed with the restructuring despite Drummer's objections, according to senior utility officials who spoke on condition of anonymity for fear of retribution from the board.

The effort fell apart when Commissioner Artis G. Hampshire-Cowan walked out of the meeting, leaving the board without a quorum.

The incident is the latest sign of disarray on the board of the giant utility, which provides water and sewer service to 1.6 million customers in Montgomery and Prince George's counties. State legislators have called for changes in the agency's governance, including possibly replacing all six commissioners.

The turmoil began when the board voted 4 to 2 Feb. 18 to fire General Manager John R. Griffin and his deputy. Starks, Roper, Agarwal and then-commissioner W. Gregory Wims voted to fire Griffin; Hampshire-Cowan and Commissioner Jinhee Kim Wilde voted against the ouster.

The agency's general counsel ruled the ouster invalid because the closed session had not been properly advertised. Earlier this month, the board paid each manager more than $250,000 to step down. Several agency employees said they saw last week's meeting as a repeat of the February episode.

"This came out of the blue," said Monica Johnson, acting chief of mission support with oversight of the minority contracting office, who was unaware of the proposed meeting until it was posted on the agency's Web site last Monday between 6 and 7 p.m. "It makes the comments about transparency seem disingenuous when this type of stuff happens."

The four commissioners at the meeting were at WSSC headquarters from 6 to 8 p.m. that day to interview search firms to select a new general manager. But Wilde, who was at home ill, said she did not know that Starks had proposed a closed session to restructure the agency.

"I don't understand why that issue was placed on the agenda without advance notice to other commissioners," she said. "We have more urgent matters to attend to other than shuffling mid-level personnel."

Agarwal declined to comment, and the four other board members did not return calls seeking comment.

The minority contracting office -- officially called the Small, Local & Minority Business Enterprise Group -- has long been a source of controversy at the agency. Phillips, named by Johnson to serve on a WSSC "transition team" he formed shortly after entering office in late 2002, has frequently been at odds with agency staff and has expressed her desire to report directly to the commissioners. Agency employees said there would be less oversight of the minority contracting office if Phillips reported directly to the board. Phillips did not return calls seeking comment.

Her former supervisor, Carla R. Joyner, who is the newly appointed acting general manager, has previously told Phillips to deal with direct superiors rather than going to the board, which is not supposed to be involved in the agency's day-to-day operations.

"Your issues fall in my area of responsibility, not the Commissioners'," Joyner wrote in an Aug. 3 e-mail to Phillips.

Several employees expressed concern that the attempted restructuring of the agency would sour an already tense relationship between the board and the permanent staff.

"There's a grave concern in terms of us being able to work together to address the issues facing this agency," Johnson said.