The regular meeting of the Grand Traverse Rural Fire Board was called to order at 6:01 p.m.,
by Chairman Paul Biondo, at 4123 Vance Road, Traverse City, MI 49685.
Roll Call – 7 members, a quorum
Fife Lake – Linda Forweck
Grant – Doug Moyer
Green Lake – Paul Biondo
Long Lake – Karen Rosa #2
Paradise – Tim Trudell
Union – Doug Mansfield
Whitewater – Ron Popp
Consultant Bill Sedlacek-Chief Retired
Dave Milliron – Accountant
Theo Weber – Rural Chief/CEO
AC Brian Carpenter
Acting Chief Roger Gibson – Stn #6
Kim Gauld – Retired FF
AGENDA: Motion by Union, supported by Long Lake to move up “New Business Theo Weber Chief Contract” after the Minutes Approval, and approval of the Revised Agenda. All ayes. Motion carried.
MINUTES: Popp-Whitewater asked if there were minutes taken during the Ad Hoc Committee meetings. The 5 meetings were posted in accordance with the Open Meetings Act. Discussion.
Popp requested that the Ad Hoc Committee manufacture the minutes of their meetings. They will check with Attorney Young to see if minutes are required for a 3 person committee meeting where no decisions are made. Motion by Long Lake, supported by Paradise to approve the 8/21/13 revised minutes, the 9/18/13 minutes, and the 10/01/13 Special Meeting Minutes.
Ron Popp-Whitewater had a question about the 10/01/13 page 6, paragraph 2 – “Bill Sedlacek
stated …Out of 51 applications – there were only 2 CEO’s…I wasn’t going to hire a CEO because I lived through a CEO…you have to have fire experience to run a fire department”.
Popp asked if that was true and Bill answered that he wasn’t hiring anybody. Popp asked what the Ad Hoc Committee was discharged with what responsibility – recommend to the Board for hiring. Union said the intent was not to hire, only advise. Popp said 1/3 of the Ad Hoc Committee had a special agenda. Trudell said it was not a special agenda; he would call it “experience”. Union said he read it as Bill meant it, Bill can say whatever he pleases…” Vote on Motion to approve minutes. All ayes. Popp- No.
THEO WEBER CONTRACT: Accountant Dave explained that there was a misunderstanding of what the salary was. Atty. Young sent a revised Contract today and given to the Board members. #4 Salary: Was not $93,808.00 – the base salary is $84,360.00. #5 Non-Salary Fringe Benefits. Rural will pay an 11.20% match to American Funds for a retirement package.
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Theo Weber Contract continued: Employee does not contribute to Social Security.
#6 Termination: Employee termination must be made by a vote of not less than 6 members of the Fire Board who are entitled to vote on this issue.
Popp-Whitewater asked that the following conversation to appear as stated in the minutes.
Popp stated that #3: Job Description: Attachment “A” Job Description has not been forwarded. (Secretary noted it was with the 2 previous drafts). “The Contract was drafted Monday and we received it at 10:55 today. Is that what we are here to do tonight?” Chairman Biondo stated they approved the hiring with some conditions at the last meeting. Forwerck- Fife Lake clarified they were concerned with Attachment “A”. The missing Attachment was found and given to Board.
#4: SALARY: Popp said it looks like the base salary has been adjusted to $84,360.00, from $93,808.00. Biondo said he wrote down a salary of $84,360.00 and they added to it $9,448.00 which was not a Social Security deal, you have to add the other costs. They are obligated to pay SS or their share of 6.2% +5% to make it 11.2%. Mansfield said he understood it as $84,360 plus benefits. Popp said the salary started out at $72,000.00 and they kicked in some health insurance benefits.
#5: NON-SALARY FRINGE BENEFITS: Popp asked what they pay the 5% on. Rosa said it is now 11.2% match. Popp clarified it was 6.2% Social Sec. + 5% = 11.2%, “so we are paying 11.2% on top of the $84,360.00. The $84,360.00 then includes the benefit of health insurance so we are paying a benefit on top of a benefit”. Biondo stated that the health insurance would be separate. Social Security says it is for retirement and disability. Trudell stated they are not funding any health insurance – it’s just his wage. Biondo stated they are not paying any medical benefits; we are paying what the law says we have to pay. Mansfield stated that legally his salary is $84,360.00. Popp said that continuing in paragraph #5 the Employee may receive vacation leave, disability insurance, personal leave, other insurance, expense reimbursement, and other non-salary benefits as may be determined from time to time by the Fire Board. Mansfield said he may if they so desire. Popp asked if that meant he doesn’t currently. Mansfield said that “when they spoke with Bill before, about vacation, and other stuff, at this caliber of a position you know when you have to be here and when you don’t. There will be times when you work 36 hrs a day, and time when you have nothing to do, and those are the times you take advantage of, and part of your job in this position is to be here when you are needed. That’s the advantage of being in an executive position, especially on a salary. The other benefits- we haven’t given him an expense account. He gets to drive a department truck.” Popp asked “is there was any reason that they shouldn’t define those benefits. They seem open-ended to me. Vacation leave- how many weeks? Disability insurance– what kind?” Mansfield stated he was fine with leaving out Disability insurance. Biondo thought the 11.2% was for both American Funds, and Medicare Disability. They put into Medicare disability but not into Social Security. Dave Milliron explained it was 1.45% on the Medicare – both sides. On his Social Security they have to take out the Board share plus 5% plus 6.2% and his social security is also deducted according to his retirement fund – so it is actually 17.4% going in there. He still has to pay 1.45% on Medicare. Popp said he has no question on the Medicare. “So this seems like an open-ended contract.” Mansfield stated it was typical of any contract for the position of this caliber.
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#5 Non-Salary Fringe Benefits continued:
Mansfield asked Weber if he wanted vacation pay. Weber said he was told he was entitled to 5 days a year. Popp said that seems “light.” Forwerck said that was the way she understood it, if he needs to take a vacation he takes a vacation, he doesn’t get extra paid days on top of his Salary. Mansfield said “he would propose that …and I am not one about personal time, sick time, vacation time…this position, with this many years in the system, and I am going to give him credit for being a fireman for a long time, I have to go with 15 days of paid time off. The office must be covered when he is gone.” Motion by Mansfield-Union, supported by Trudell-Paradise to give him 15 days of paid time off, (does not make difference if it is sick time, personal time or vacation time). This supersedes the Personnel Policy, and there will be no carry-over or accumulation. Moyer-Grant asked if #5- ‘The Employee may receive vacation leave…’ would be eliminated. Biondo said Jim Young would edit it. Mansfield said it should say ‘the Board may modify, with his acceptance, elements of this contract’ but you may want to include another line there that establishes the time off. Rosa said just take out vacation leave and put that the Board made a motion to allow 15 days of paid time off. Biondo said the intent is to give him 15 days, and does it need to be in here. Mansfield said with this position, it is a benefit of being an executive. Moyer asked that they clarify that line before the vote. Moyer wondered if what he said was the correct interpretation for that line ‘may receive’ means nothing, they are just options the Board has. Popp said “no one here is trying to begrudge him of a vacation; they are just trying to determine whether or not there is vacation here, whether or not there is disability, as I read it there isn’t.” Biondo said he was going to vote “no” on the motion, he doesn’t want to change the contract, Biondo said he just wanted to get a contract, and this contract looks like it works- he is not sure they need to put it in the contract. Trudell said “remove the ‘vacation leave’ and leave the rest of the sentence as is. Add a line at the bottom that he gets 15days of paid time off.” Roll call vote: Forwerck-Fife Lake NO (she doesn’t think a change is necessary), Moyer-Grant NO (he is waiting for clarification), Biondo-Green Lake NO, Rosa-Long Lake NO (wait for Jim Young’s interpretation), Trudell-Paradise-YES, Mansfield-Union NO, Popp-Whitewater NO. 1 yes, 5 no. Motion failed.
Popp said they didn’t handle disability so it needs to be answered whether it’s there or not, if it’s not, drop the sentence, if it’s there leave it in. Mansfield stated it would be better to say ‘the Board may modify this agreement’… Trudell added ‘and other non-salary benefits as may be determined by the Fire Board.’
#6: TERMINATION: Popp read the second sentence ‘This Contract may be terminated by the Rural Division at any time, if the job performance/conduct of the Employee is unsatisfactory.’
Popp asked what else they may terminate the Contract for. ‘However, if this Contract is terminated without a determination by the Fire Board …the Employee’s job performance or conduct is unsatisfactory, the Rural Division shall be required to pay the Employee severance pay…’ Biondo stated that the attorney’s intention is that you can terminate him at any time, what happens after that is you pay a severance if you do it for no reason. Popp said the first sentence should say ‘This contract may be terminated by the Rural Division.’ Biondo said that is strictly “at will,” and you wouldn’t need a reason to terminate him. The Fire Board said it was a Contract. Mansfield stated he reads it as Weber wants to know this group will be around for two more years, the surety that this group will be around for 2 more years. Popp said that is what it should say. Mansfield stated most executives in this position get a contract for three years.
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#6 Termination continued: Popp asked about the sentence ‘job performance standards.’
What standards? Mansfield stated “the standards set forth in this and standard of care in the industry.” Rosa asked about the 2/3 vote they were asked to add. Mansfield stated he trusts people, and the decision to hire Chief Weber. Popp asked about the 2 weeks’ notice. Theo Weber stated that he asked for 2/3 vote was because, “the role of Fire Chief needs not be political and he doesn’t want to get caught up in that type of battle, so if he is really doing a bad job 2/3 of you will see that.” (5 out of 8).
Trudell stated the only issue he has with #8 (Motor Vehicle) is ‘personal use within the State of Michigan.’ He would like it to say ‘Rural fire response area.’ Rosa said she would like to see it say the vehicle may be only used by the Employee. Forwerck said she was comfortable with the State of Michigan. Weber stated that “you can go to a conference, and then use the vehicle to go someplace while you are at the conference. If he decides to go for a drive with his wife to another county and had to use his personal vehicle, and he has no communications back to the County, he will be slow to respond to your emergency. He is on duty 24/7. He respects the use of the vehicle. He would not be efficient if he had to drive here to get the vehicle.” The Board said they were okay with Michigan. Motion by Mansfield, supported by Fife Lake to approve #8 as it is. 6 ayes, 1 nay – Popp. Motion carried.
Popp asked that the next statement be verbatim. “You folks say you want a change, and yet here we are same ol same ol, so, let me know when you want to be serious about changing. We heard from Green Lake that said that we needed some changes.” Mansfield replied that they also said no micro-managing. Popp answered “I don’t think this is micro-managing.”
Mansfield answered “this is huge micro-managing Ron.” Popp stated “Karen said she needed
to see some changes.” Karen Rosa stated “not necessarily in this, for crying out loud.”
Popp asked “Where do we start?” Trudell said “not at the contract level.” Mansfield said “Operations. This – if you have to put so many things in here that you don’t trust that person
who is your leader; I’ve got no business hiring a manager. If we had five guys like this to cover five battalions to cover all those positions, then I’d want this kind of thing, but we are dealing with one person who is the head guy.” Biondo said it was also their attorney who wrote this document, he knows they should read over every word and details. He has confidence in Jim Young, and Jim was in on negotiations.
Rosa said there was a typo in #12 – contact instead of Contract. Secretary said Jim Young told her she could fix typos, if that’s okay with you guys.
#6 Termination – Biondo asked about the 2/3 vote. Motion by Mansfield supported by Trudell to incorporate 2/3 vote into the termination. Weber said the verbiage he sent Jim was for the 3rd sentence – the last word in that sentence was ‘unsatisfactory’ and it would say by 2/3 vote of the Board. 6 ayes 1 nay-Popp Motion carried.
#7 HOURS: Popp asked if they should have some designation of office hours, and/or field hours. Sedlacek said that was impossible for a Chief to do. Mansfield said office hours are set from this office. Popp said emergencies take precedence, to have no set hours of any kind, for example a time-frame per week to be in the office – 8 hrs, 12 hrs. Mansfield stated they were talking about consolidating this office, how much of this space and equipment do they really need….Popp said “so there may not be an office for him to be in.”
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#7 Hours continued: Mansfield answered “Right.” Mansfield stated he was leaving it up to Theo to make that change and do it the most efficient way of maintaining contact with these guys and us; I want to leave that flexibility to him. Forwerck stated that when they did the interview they put in an amount that they recommended. They have faith in him to fill the position of Chief and CEO, so CEO would require some hours and he will have to figure them out. Mansfield asked if they expect him to have availability to Board Members…by cell phone. Theo stated that “to ease their worries he hasn’t worked less than 56 hours a week in the last 18 years, and doesn’t expect that to change.” Popp said “it isn’t an issue of trust with me, this Contract was started on Monday, I got it at 10:55, what do you guys expect.” Sedlacek stated that Jim Young was on vacation for a week, so we couldn’t get hold of him. Biondo stated that he wasn’t even sure this Board needed to approve this Contract; I think you hired him and gave authority to come up with a Contract, and I think we should approve a Contract as soon as possible, and the reality is that we don’t get things 2 weeks in advance sometimes. Trudell said he has faith in Jim Young…and something like this might go on until November…I say approve it now with slight modifications. Biondo said they could micro-manage all the little details, but there has to be confidence in the person you hire.
#9 PERSONNEL POLICY: Mansfield said the Chief would take that on, and re-visit with the Board. Mansfield stated he had been on the Personnel Committee, and some pretty ugly things happened. They read the Policy book cover to cover and there were things in it that he used.
Rosa said the biggest question for Jim is the Non-salary fringe benefit, with that vacation stuff in there. Moyer said ‘may receive vacation leave’ was suggestive, if it said ‘shall’ it would be okay. Rosa was fine with the 15 days. They will ask Jim about the 2/3 majority, and the disability – Medicare is done through the Feds. Mansfield asked Weber if he wanted the 15 days in there. Weber said he “is all about trust as well, that’s what runs the fire service, if we have to define the 15 days to make people feel comfortable, that’s fine. If you feel comfortable that I am going to take the time off when I need it, then I am fine with that. Theo said he thought the word tardiness was kind of silly, he has no set hours and can take time off when he needs it, so it might be something you might delete. Defining the vacation time, if Mr. Young feels that’s the way to go to protect the board and myself.” Weber wondered if vacation time should be in the Personnel Policy. Mansfield stated it is more of a human resource Personnel Policy, than a contractual Personnel Policy. Popp said look at #9 ‘…if there is a conflict between a personnel policy and this Contract, then the Contract shall govern’. Popp said going back to something earlier you said about reviewing the personnel policy – specifically the issues you dealt with, how that wasn’t being equitably enforced between certain members. Mansfield said it was more to do with things they had done, and whether it was listed as one of the things they could reprimand or terminate volunteers for.
#10 BINDING ARBITRATION: Popp asked about ‘three arbitrators, current or retired Chief of municipality located within 40 miles of Grand Traverse County.’ Weber said he proposed that language. “Originally the language was proposed by Mr. Young – the American Arbitration Association – if anybody has been involved in that it’s a very long costly type of process. This is a more reasonable, quicker, more agreeable verbiage. The fire chiefs were selected because they understand the fire business, and my behavior would be consistent with the profession or not consistent with the profession”.
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#10 Arbitration continued.
Popp referred to the last two sentences ‘the decision in writing of at least two of the three arbitrators shall be final and binding on the parties and the exclusive remedy for any alleged or threatened breach of Contract. Judgment …rendered by the arbitrators may be entered in any court having jurisdiction.’ Mansfield said he had one issue –he would rather see it from beyond the 40 miles, because there is too much peer pressure. Biondo said to leave it to Jim Young. Weber said the thought behind it was that local chiefs would know this local system and understand it.
Chairman Biondo called Jim Young and put him on speaker. He told Jim they had a three page contract and the time stamps were different…there is a 3 hour time difference…Jim said the most current version was faxed. Biondo clarified issues and Jim said some of the revisions were salary, based on the discussion he had with Dave. Item #5 -Rosa asked if they need to list 15 days of vacation. Biondo said it was recommended he gets 15 days of vacation – would a Board Motion work for that or should it be spelled out in the Contract. Jim Young said the way he worded it would allow vacation to be set time by time by the Board, so a motion would be satisfactory.
Chairman Biondo referred to Item#6 – Termination. Biondo said based on Weber’s request – he would like a 2/3 vote of the Board on any termination issue, by their calculation would be 6 Board members. Biondo asked if that was something they could add in there. Jim stated that
the advantage to the Employee would be a little bit extra security; on the other hand he wants to treat people over time with consistency. Are they setting a precedent that later on they might regret? The rough part is the first 2 years. From a legal perspective he has no problem with it. Jim said rather than 2/3 vote say 6 votes of the entire voting Board members.
Mansfield said “there was another thing to point out – the intent was to interview for a Fire Chief/Chief Executive Officer, it doesn’t say that on the title for the job description or the Attachment “A.” To Show that this is more than a next fire chief, there are other fiduciary responsibilities we want taken care of here that is important to the position here. The position is more diverse.” Biondo asked Jim if they could add ‘CEO’ to the title and Attachment A. Jim Young agreed.
Mansfield referred to #6 Termination – and the use of the phrase ‘job performance’ which he takes to mean basically the standard of care in the industry, not a list of items like the NFPA Ordinance. Jim stated that “the way it is drafted is with what he calls satisfactory job performance standard that is evaluated by the Board which should be based on generally accepted job performance for an equivalent position. The employee is protected in that it can be done for an arbitrary reason. There has to be some objective proof that there has been some poor job performance. It is the Fire Board that makes that determination, makes it in good faith, pointing to some facts, even if those facts are in dispute. As long as you are doing it on a good faith basis, based upon facts relevant to performance, not for political reasons or some other arbitrary reason.”
That is the standard – compromise between at will – and a just cause standard.
Mansfield said acceptable performance standards would allow the board as a majority broad leverage over a multitude of different elements and issues done in good faith, and those would be weighed- in arbitration- by a board of peers, whether or not that was above or below other people in the industry. Jim Young agreed.
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Mansfield stated to Jim Young that the Binding Arbitration was the only thing they didn’t vote on with consensus. Biondo stated it seemed kind of complicated and cumbersome. Jim Young said he “does not have strong feelings about it. This came about 21plus years ago with Chief Muller and the Fire Board wanted it as an alternative to going to court if they didn’t agree. There are pros and cons to each approach. If the general feeling is to delete it, he has no problem with that. Understand the consequences if it is deleted, that if there is an irreconcilable dispute that can’t be resolved then the next step is court and not arbitration. The concept in the old days was would arbitration be cheaper and faster for both the Employee and Rural over litigation.
The answer would be yes. It’s a simple provision, but he doesn’t have strong feelings about it.”
The Board said they will live with it. Mansfield said he was concerned about arbitrators within 40 miles and would rather have it 60 miles beyond the borders.
Karen Rosa had a question for Jim. “The question came up on whether or not they should take minutes at committee meetings. When the committee did interviews it was posted as an open meeting – are they required to take minutes for those?” Jim Young answered ‘yes”.
Biondo asked about the Finance Committee, and the Equipment Committee and the other committees they have. Jim said if they are posting meetings as public meetings under the Open Meetings Act, they have to keep minutes. Biondo asked if they need to take minutes for a 3 member committee meeting. Jim said when it is not a quorum of the Board, and they can only make recommendations, and if you don’t give them the final say, it is not a public meeting, so they don’t need to take minutes. Biondo stated that the Interview Committee was posted per the open meetings act and they did make some passive decisions. They will re-create the Ad Hoc Committee meeting minutes. Jim was asked about the time-line that minutes have to be produced. Jim said Proposed Minutes are made available for public inspection within 8 business days after the meeting, and Approved Minutes 5 days. Biondo said they could reconstruct some minutes per Jims recommendation that they do so, per meetings posted per the open meetings act. The Board thanked Jim Young for his help. Biondo asked if they should enter into the Contract after the changes to it. Popp asked if the job description should be attached. The Contract refers to Attachment A. Popp stated that his notes will reflect that the Board did not believe that Attachment A should include the duties that they listed as important during the interview process. Mansfield said he doesn’t have the list in front of him so he can’t decide.
Popp said he will change his notes.
Motion by Mansfield, supported by Trudell, for the Chairman of the Rural Fire Board to enter into the contract with Theo Weber, the person recommended by the Ad Hoc Committee and approved by the Board, as amended as per the discussions and approvals discussed tonight,. Roll call vote: Forwerck-Fife Lake YES, Moyer-Grant YES, Biondo-Green Lake YES, Rosa-Long Lake YES, Trudell-Paradise YES, Mansfield-Union YES, Popp-Whitewater NO. 6 ayes 1 nay Motion carried.
Forwerck wondered if they needed a committee to work with Theo to help him through the transition. Mansfield didn’t think they needed that, but wanted Theo to know that if he needs anything he can call them. Theo said that after he takes the reins full time he wants direction as to wants, needs and priorities. Biondo reminded the Board that a member of the Rural Fire Board is not a decision making person unless there is a motion by the majority of the Board to approve of something the Board is doing, so it’s good to poll the members for what they feel, but they must be at the regular meetings, if there is something they need a motion on, a change, they must do it through the right process.
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FINANCIAL REPORTS & BUDGET AMENDMENTS: Dave Milliron gave the Financial Reports. The General Operating fund money market balance is $216,559.24.
All the line items and cost controls are in balance with the exception of #956.007 Payment to Village of Buckley for $7,012.25. It will be in next year’s budget. The Amendment will increase #956.007 Buckley by $7,013.00, and decrease #702.000 and #806.000 to total $ 7,013.00. They have $388,440.74 available to spend until now and December 31st. A lot of that will go to compensation and loan payment. They just received a payment from Mayfield, and they received another check for the 4th quarter. Motion by Union, supported by Long Lake, to approve the Financial Reports, including the Budget Amendment. 6 ayes 1 nay-Popp Motion carried.
CLAIMS: Pre-Authorized Claims in the amount of $4,407.38. Motion by Long Lake, supported by Paradise to approve the Pre-Authorized Claims. All ayes. Motion carried.
Open Invoices in the amount of $35,789.96. Motion by Long Lake, supported by Fife Lake, to approve the Open Invoices. All ayes. Motion carried.
Payroll: 9/12 $5,138.77 and 9/26 $4,789.59. Motion by Union, supported by Paradise to approve the payroll as presented. All ayes. Motion carried.
Correspondence: Secretary sent the Board a letter from Warner, Norcross regarding HPPA.
R E P O R T S- No Budget/Finance or Equipment report.
CONSULTANT SEDLACEK: Bill reported he has taken Theo under his wing and tried to make contacts and introduce him to the Townships.
ACTING CHIEF ROGER GIBSON: Gibson reported on the big structure fire of a marijuana grow operation. That is the second fire like that he had in his jurisdiction.
They also had a lightning strike to a structure that took out the electrical system. It’s now up to the electric code inspectors to take that on.
Gibson attended a Chief meeting in Kalkaska County, and they are trying to set up Mutual Aid agreements, and he recommended Automatic Aid Agreements. He told them they wouldn’t be charged for runs.
Gibson attended a meeting held at “Safety by Design” and they offered their facility for fire department training.
Gibson attended a Michigan Township Association meeting, it was educational and interesting.
Gibson has working on emergency operations – a meeting for an emergency preparedness plan for Grand Traverse County. The met with Fema and have prioritized goals.
There are a lot of trainings coming up.
Mansfield-Union thanked Roger for literally attacking what they needed done.
Health & Safety Officer: Rebecca excused.
RTC: Sedlacek reported Fire School is ready to go.
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NEW BUSINESS: Set date for Budget Committee workshop. They need to have a meeting soon. Karen will call secretary with date and time. They need to contact Tom Gray.
Biondo said that at the November meeting they will have a draft to present to the Board.
PUBLIC INPUT: Linda Forwerck reported they presented a plaque for Marie to Frank and his daughters at Station #2. It turned out well.
ANY OTHER BUSINESS: They received a copy of the Audit and should go over it someday.
Popp-Whitewater asked about the 2012 Township Run report handed out to the Board that was used for basing the formula on.
Motion to adjourn 8:27.