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HomeMy WebLinkAbout2002-12-03 Board of Selectmen Minutes Joint Meeting of Board of Selectmen and Citizens Advisory Board December 3, 2002 The meeting convened at 7:00 p.m. at the Wilmington Town Hall, 121 Glen Road, Wilmington, Massachusetts. Present from Reading were Board of Selectmen Chairman Camille Anthony, Vice Chairman Matthew Cummings,.Secretary Richard Schubert, Selectmen George Hines and Gail Wood, Town Counsel Joan Langsam, Town Manager Peter Hechenbleikner, Wilmington Town Counsel Michael Newhouse, North Reading Town Counsel Darren Klein, Lynnfield Town Counsel S. Peter Gorshel, RMLD Counsel Kenneth Barna, Wilmington Town Manager Michael Caira, Lynnfield Town Administrator Joseph Maney, North Reading Selectman Joseph Veno, Lynnfield BOS Chairman Harry LeCours; from the RMLD Board of Commissioners Chairman William Hughes, Secretary Philip Pacino, Member Robert Soli; from the RMLD Governance Advisory Committee Chairman Daniel Ensminger, Members James Francis, Travis Miller, John Carpenter, CAB Chairman Roger Lessard, Members Arthur Carakatsane, John Norton, Fred Van Magness and from the RMLD Vinnie Cameron and Paula O'Leary. 1. Chairman Roger Lessard called the meeting to order at 7:11 p.m. Mr. Lessard welcomed the new member, Fred Van Magness, to the Board. Mr. Lessard stated that Mr. Van Magness would add a lot of expertise to the Board. Mr. Lessard explained that the way he would like to set up the meeting, unless there are any objections from the Board, is to have the Chairman of the Ad Hoc Committee, Dan Ensminger, address the changes made to the recommendations and explain them, then to have the members of the Reading Board of Selectmen bring everyone up-to-speed on where the Selectmen fit and how they feel about the changes. Then Mr. Lessard will call for questions from the CAB and questions from any members of the service towns. Mr. Lessard asked those who were speaking to please get up to the microphone and state their name and position for the record. Anyone making a presentation could sit at the table to the right of the CAB. 2. Open dialogue regarding any possible changes being considered to the governance and/or financial oversight of the Reading Municipal Light Department. Dan Ensminger — This RMLD Ad Hoc Governance Advisory Committee (RMLD AHGAQ has been meeting for close to four months now. We've had a series of meetings. At the end of October, we brought forward a preliminary set of recommendations that we shared with the CAB. We asked the Selectmen for a little more time for deliberations over the large body of information we had gathered. The recommendations I am bringing you this evening, I believe, will be the final recommendations voted subject to review by the Reading Board of Selectmen. These recommendations will be presented to the Reading Board of Selectmen tomorrow evening. The previous recommendation had been to move to an appointed Light Board to be appointed by the Reading Board of Selectmen. The RMLD AHGAC revisited that and decided that it was not Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page 2 part of the core of what we would need to see as reforms. Judging the pros and cons, we would -- stay with an elected board as currently constituted with no changes in terms so things would go on as they are today with a normal election cycle with the current people who are serving. The second (b) and third (c) points were in the previous set of recommendations and go to the heart of what the RMLD AHGAC are trying to achieve here. The second recommendation is to grant the Light Board (Mr. Ensminger noted to strike the word "new" under "b" before the words "Light Board" in his e-mail listing the recommendations (see attached) the power to hire the General Manager, set electric rates, approve budget and capital expenses, approve contracts under MGL Chapter 30B guidelines and approve Warrants. The RMLD AHGAC added "the power to approve warrants" upon further deliberation. This was in no small measure due to the fact that the Light Board has made significant strides in that area. They have put in place a warrant reporting system and a warrant exception system that they have described in detail. This recommendation may require some change to Chapter 164 subject to research by Counsel. The intent is to fully empower the Light Board to exercise all these rights specifically the contracts under MGL Chapter 30B. Third (c) and this is also very important -- subjugate the General Manager's power to procure legal counsel (Note: Mr. Ensminger took out the word "accounting" because it is handled separately) auditing and professional services to Light Board policy/approval. This will require changes to Chapter 164, Section 56. Fourth (d) recommendation -- The RMLD fiscal year will begin on July 1st, the same as the Town of Reading. Fifth (e) recommendation -- The RMLD will employ the same Town Auditor appointed by the Town of Reading Audit Committee. The third, fourth and fifth recommendations are unchanged from previous recommendations, and I believe that the Light Board has taken an initial vote subject to ratification of the CAB and any action necessary by the Reading Town Meeting to move toward both(d and e) of those goals. Sixth (f) recommendation -- The Light Board will be given a seat on the Audit Committee under this plan. This would be a bylaw change by Reading Town Meeting. Another significant change (g) and this will require a Chapter 164 alteration -- The RMLD Accounting Manager will be appointed directly by the Light Board. Under 164, the Accounting Manager reports to the General Manager and this (change) is to maintain the separation of operations and financial oversight. It is structured much along the lines in which the Reading Charter sets forward a Town Accountant reporting directly through the Board of Selectmen rather than through the Town Manager so the RMLD AHGAC is borrowing from that governance model. The final point (h) and this is a clarification of earlier language about the involvement of Reading Town Meeting and the Reading Finance Committee. The voted position of the Ad Hoc Committee is that the Light Board will make a presentation of their approved annual budget to the Reading Finance Committee and Reading Town Meeting, and on request, to the Finance Committees and Town Meetings of the other RMLD towns so there is no intent here that the Reading Town Meeting or the Finance Committee act in any way as a reviewing body subjecting the review of appropriations to their scrutiny. This is an informational issue only. Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page 3 I have back up for each of these positions. Mr. LeCours—May I ask for a reread of Item 3 (c). Mr. Ensminger noted that the word "accounting" was originally included, however, accounting is handled elsewhere. Mr. LeCours—Could you read it as it will be presented again. Mr. Ensminger — Subjugate the General Manager's power to procure legal counsel, auditing and professional services to Light Board policy/approval. Mr. Lessard—Who is representing the Town of Reading Board of Selectmen? Ms. Anthony— We are pleased to be here tonight and I see some of the Selectmen from the other towns. We would like to have a dialogue with the CAB as to your concerns, as to where we are to date with the Ad Hoc Committee, and also from the Selectmen from the other communities. I think Dan Ensminger said it well when he stated that we have not met with them since their newest recommendations have come out. The Board of Selectmen are meeting with the RMLD AHGAC tomorrow night. I would like to reiterate that when the Board put the RMLD Ad Hoc Committee together, the mission of the committee was to look at the parameters under which the RMLD and its General Manager were dealing and how they were running their organization. What it was suppose to do was to look and see if there are things that need to be changed or not, and how does the Board of Selectmen make sure that policies which have gone on in the past and practices which really were to the detriment of the rate payer are changed. That is what we're trying to accomplish, and we certainly want the Selectmen and the CAB to realize that we're not here to dismantle a very viable Light Department. Mr. Lessard—Any questions from the committee? Arthur? Mr. Carakatsane — Directed toward Mr. Ensminger. The idea of the presentations to the Finance Committee and Reading Town Meeting would be purely presentational. No approval needed. Mr. Ensminger—Yes, that was the intent of the vote. Mr. Carakatsane - Some of these would require special legislation, legislative change according to the analogy done so far-- obviously, some sort of change to Chapter 164. I'm not sure Section 56 itself but some sort of change. Some of these matters, although maybe by statute, seem to be listed to the General Manager still by the hiring process held by the Board to the large extent. Have you had a chance to look at those legal issues? Mr. Ensminger—We have not probed all the legal issues yet. We, subject to approval of our Board of Selectmen, are prepared to look into it deeper with specialized counsel but we have not gone into specific language. We did take a brief look at some of the Inspector General's proposed changes Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page 4 which we also feel are beneficial but don't quite go to the heart. Are you familiar with what has been proposed? Mr. Carakatsane — Frankly, only what I read in the newspapers, and it was in the Boston Globe again this weekend. The Inspector General is filing a bill to change the auditing process. I don't know if you have had a chance to review it. I know we haven't. I'm sure it will be tweaked if it ever passes. Mr. Ensminger — My take was that it was primarily housekeeping in nature. There were some additional powers granted to the Town Accountant, specifically to the Town Accountant as opposed to the Board of Selectmen. Other than that, it defines some terms such as "excessive." It gives more legal teeth maybe to the Town Accountant looking at particular expenditures. Mr. Carakatsane - One issue that has come up with the CAB and the Board in the search for a new General Manager is the issues of the powers. With a properly constituted contract between the Board and a new General Manager or the future General Manager, some of those things can be accomplished that way as well. Suffice to say, the contract that existed before will never exist again or at least not in the near future. A lot of the process we talked about and you also are obviously facing the issues that the Board has already taken some action in these areas. I think the Accounting Manager is already reporting directly to the Board. In some respect, I don't know if they've gone through the hiring process or not, and I'm sure we will be getting answers to all that. There are so many issues going on here that we need to catch up with them all. Do you have any thoughts on those lines? Mr. Ensminger — Certainly, one can deal with issues in the contract but what we're keeping foremost in our focus is that we want to make sure that correct governance structure changes happen to ensure that this is not the whim of the future board or future manager -- that it is enshrined in the law as much as we can. Mr. Carakatsane noted that was all the questions he had at this point and he would make comments later. Mr. Lessard asked if Mr. Van Magness had any questions. Mr. Van Magness—Not now. I'll have some comments later. Mr. Lessard asked if Mr. Norton had any questions. Mr. Norton—I'll hold any questions until later. Mr. Lessard—I do have one question, Dan. Mr. Hughes — Could the individual members identify what towns they represent on the CAB Board? Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page_5 The Board responded. Arthur Carakatsane is the representative from Lynnfield, Fred Van Magness is the newly appointed representative from Reading, Roger Lessard is representing Wilmington and John Norton is representing North Reading. Mr. Lessard -- With the changes that you're looking at for 164, have you checked into what effect, if any, these changes could have on the 20 Year Agreement? Mr. Ensminger— Again, that is another thing we would like to run by specialized counsel, and I'll restate that our firm desire is to have no violation of the 20 Year Agreement by anything we are proposing so we will make sure that passes. Mr. Lessard—I will open it up to any questions from the audience for either the Ad Hoc Committee or for the Reading Selectmen. Ms. Anthony - Can I just weigh in on some of the suggestions that have been made by the Ad Hoc Committee which actually came up in an Audit Committee Meeting with the Ad Hoc Committee. I am a member of the Audit Committee for the Town of Reading. What came forward, and I think that's important when you see these changes are being suggested as far as the audited statements of the RMLD are attached to the Reading Town Audit statements. The Audit Committee really believed that there should be more oversight by somebody if the RMLD audited statements are going to be attached to the Town of Reading's. In the past, they've just been added on and that's why the Audit Committee suggested that they should definitely have someone on the Audit Committee, a member of the RMLD Board, and it should be the same auditing firm that's done in other communities that have Electric Light Departments. They use the same auditor. I want you to know where that is coming from. The other thing, there was a definite feeling and this goes back to Chapter 164, that it is incredible that any legislation or regulation would give such total control for the choosing of the legal and accountants as it does. I did speak with the IG person. He called me one day right before one of our meetings, and he was flabbergasted at the leverage that the General Manager has and that's why they're coming forth with these regulation changes...because there is definitely too much power under 164 granted to one person. I just wanted to clarify that a little. Mr. LeCours —Roger, I recall reading the entire document that represented the General Manager's contract. Having had some experience in contracts, although I am not a practicing attorney, I found that it was a very self-serving document and I guess my question or my concern is there's no sense dragging up the past too much but we can learn from the past. I would assume that document should have been reviewed by the Board of Commissioners and perhaps by the CAB. Are you aware of the previous contract with the General Manager? Who did the preparation? Who did the review? Mr. Lessard—The CAB does not negotiate any contracts with the General Manager or are involved in it, the General Manager or any worker of the Light Department. That is done solely through the - Board of Light Commissioners. Mr. LeCours— So the Board of Commissioners would have reviewed the previous contract. Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page 6 Mr. Lessard -- The Board of Commissioners would have to have approved it, not only reviewed it but approved it at least by a majority vote -- it wouldn't have to be unanimous. If I am misstating anything, I'm sure Mr. Hughes will be quick enough to let me know about it. -- Mr. LeCours — I also would ask, did the Board of Commissioners have the proposed General Manager Agreement that existed previously reviewed by legal counsel who represented the RMLD? Mr. Lessard—I am getting a nod from Phil Pacino who is on the Light Board. Mr. LeCours - I would have to say that I also would echo the comment that I hope in my time I never see a reiteration of that type of agreement. I found it a very self-serving document, one which I think was tilted very much in favor of the Manager. I guess my question is what procedures are going to take place on this new election of a General Manager to ensure that there is a more even handed contract and who will do the review? Can someone comment on that, please? Mr. Pacino—The former General Manager's contract was negotiated by the two senior members of the Board, myself and Alan Ames. I have readily admitted that we've made mistakes and we certainly did. Basically, it was reviewed by legal counsel, the general counsel of the Light Department. The new contract you can be assured will be very different. We are open to I uggestions. I have been asked by the Governance Committee, would they be open to suggestions on the contract. We are certainly open to any suggestions from anywhere, anyplace, by anybody on - the contract to make sure that this does not happen again and we hope it will not. Mr. Hechenbleikner — I think this actually points out one of the problems that the Governance Committee is trying to address, and that is that the counsel who reviewed the contract for the General Manager on behalf of the Board of Commissioners was appointed by the General Manager. So the Light Board doesn't appoint counsel at all and one of the recommendations is that the Light Board should have involvement in the so-called outside contracts, services, like auditing and accounting and legal. That's sort of a prime example of why you have the person who hired the counsel to review on behalf of the Board was appointed by the General Manager who is part of the contract. The other thing is, and the research that the Governance Advisory Committee did, most General Managers of the 28/29 communities do not have contracts. I think that the Governance Advisory Committee has some differences of opinion among themselves as to whether or not having a contract is a good thing or not but it is not the norm for General Managers in Light Departments in Massachusetts to even have a contract. I think there are something like five maybe out of 28 roughly who even have a contract. Mr. Lessard— So, they're an employee at will so to speak. Mr. Hechenbleikner—Yes,just like a Town Manager in Reading, no contract. Mr. Hughes — I would like to clarify something regarding the previous inquiries and statements on the review by the Board of Commissioners RMLD of the ex-General Manager's contract. It was reviewed and the vote was taken, 4-1. I was the one nay vote. We, of the General Manager's Search Committee, have given thought down the road as to a future contract being considered, verbage and wording. One of our intents is to solicit eight to ten of the surrounding communities Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page 7 who would have contracts for their General Managers. Get some verbage out of that, discuss it in a group and present it back to the Board for further advisement or further acceptance so that is the status of a future contract. It's in a limbo area if one would even be existing. Mr. Van Magness—I saw a number of excerpts and read a number of things on the former General Manager's contract. It would seem to me that a contract doesn't necessarily even have to exist, that an employment agreement might be the correct vehicle, and there are a lot of things in that contract that should never be found in print through the RMLD Board again. It would seem to me that maybe as part of this entire process that maybe the CAB get a chance to see what the draft agreement looks like since the role of the CAB does get involved in major contracts or major items. If it's more than a page, then it's probably too long a contract or an employment agreement. I think there are certain basic things in employment that stand in an agreement like that but this is almost an employment-at-will type situation. This is not a long term revolving three-year contract with termination agreements and all kinds of legal entanglements that were in the prior contract with the ex-General Manager so I think simplicity, brevity and clarity need to be brought into this entire process right from the get go and before it's actually executed. Mr. Hughes — I, as one Board Member, would wholeheartedly endorse a member of the CAB sitting in on this review. Inasmuch as the CAB Members are not elected per se by their community, they are the representatives for the community by appointment, and I have no problem with one of these Board Members sitting in on this review and bringing it back to the other Board Members for them to give it out to their community because the key word here is communication. You give it to one and he breaks it out to four others. I think it's an ideal atmosphere and situation. Mr. Carakatsane - Employment Agreements are a contract. They can be very useful. The key is not to be one-sided as Mr. LeCours mentioned. The key is to provide protection for both sides to be a fair agreement if one is utilized. The advantages are that it may be a very cost-effective way of limiting the powers of a General Manager vs. special legislation in some areas. Even if there were changes to the legislation involved, a contract can be very useful to make it very clear and make it a violation of contract, penalties to ensue those sorts of things. One of the many things a good contract would have if you ran into a situation which happened a year ago, there would be penalties. It would be spelled out very clearly in the contract. It's key that it's a fair one to, everybody if one is to be utilized and does have advantages because it can solve a lot of the issues that aren't clear in town bylaws, policies. You get into lengths compensation, so forth, those can be issues subject to a yearly election. Those become important. A lot of positions don't have that problem for a lot of officers, public officials that would not fall under a contract. There are a lot of other protections as to compensation and so forth. Those may or may not exist in a Light Board situation and, frankly, I don't know of any that would protect it. Certainly, know plenty of powers that would abrogate it. So we have a situation where a contract could be very useful. Right now, I am not prepared to say that's what you want to do. Certainly, the one that existed before could never be used again. I think one of the intents of the General Manager's Search Committee is to make some specific recommendations to the Board, and maybe that would be the continued process at some point of the General Manager's Search Committee to maybe come up with a basis of a contract. There are some very useful parts of it. Mr. Cummings — There are a couple of points I would like to make regarding the General Manager's contract, and the changes that the Ad-Hoc Committee is making or recommendations to Joint Meetin,of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page 8 the Board of Selectmen. From my perspective, and I think because we did get into the discussion about a contract, an employment contract really in my opinion should be dealing with wages and benefits, and I'm not sure you can enter into an agreement. I would leave it to the lawyers what ---- would be in conflict with MGL 164. The items that really are substantive to these particular recommendations I think really go beyond whoever the General Manager is for any particular point in time. I think it is good business to have certain procurement procedures follow the Uniform Procurement Act MGL, Chapter 30. I think it is good business for a board to approve contracts with respect to legal services, accounting services and professional services and make sure that they really are within budgetary means. I think it is good government to have checks and balances in place by having, for instance, the Light Board appoint the Accountant and have him/her reporting to them as opposed to the General Manager. In the current situation that we have, it really is unilateral power and authority invested in a General Manager and unless we make really substantive changes, and I don't think we are suggesting to change 164 but rather a Horne Rule petition, for the RMLD, we would govern or have certain nuances that address these unilateral powers incorporated to the way that we want to do business not only currently or with the next General Manager but with General Mangers in the future. I don't think that should be subject to an employment negotiation that would happen continually. I just think its good business and good government. Mr. Klein — Just a couple of quick questions about the special legislation. Has the Ad-Hoc Committee sought any input from the local representatives about the likelihood of the special legislation being passed, and how long that process might take? The other point and I think Attorney Carakatsane stated, have they gotten any type of advisory opinion whether a special act is actually necessary? I know it does state in Section 56 that it's subject to the direction and control of, in this case, the Municipal Light Board. They may be able to initiate the type of changes you are trying to do through policies and regulations that they can set. I'm not positive of that fact, but have they researched whether or not they may be able to accomplish these things without the time and the complication that sometimes is involved in getting special legislation passed? Mr. Ensminger — I did have a discussion with one of our Reading Representatives, Brad Jones, about the timing and whether this would be done by normal or special legislation and they sounded like they came out about the same namely around the July/August time frame. If you go via the normal route such as the IG's legislation whether there have to be bills gone through the first, second and third readings, enacted by both houses and signed by the Governor, that could take until August. Special legislation would be about the same but we could ask our other reps if that could be expedited. I have not looked into State policies. Note: Mr. Ensminger asked Mr. Klein if he was referring to State policies and regulations and administrative law. Mr. Klein -- No, basically it says that the Manager shall serve under the direction and control, in this case, under the Municipal Light Board. Have you gotten any type of opinion whether you can institute the type of changes you are looking to do through policies by the Municipal Light Board under their power to direct and control them, which would make the special legislation not necessary? Mr. Ensminger— It's certainly a good first step. Again, if this were to be done by policy, we would want to see some policy on policies coming out of the Light Board; namely, you go through two votes to change a policy or you have a super majority required to change a policy. Otherwise, it's at Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3 2002 —Pa`ee99 the whim of any particular Light Board and could be changed at the whim of any subsequent Light Board. We are looking for a solution for the long term here but we will continue to explore this route. Mr. Veno — Maybe not so much questions, just a few comments from sitting back there. First, I would like say I'm very pleased with the tone of the e-mail and the explanations that Dan Ensminger gave, and I personally -- and I say personally -- not the whole Town of North Reading feels that they are now going in the right direction. Basically, leaving the Light Department as it was with some changes and overseeing. I can understand that and I've always been in favor of that (some overseeing). I think everything is headed in the right direction. I did hear that the 20 Year Agreement would still be under some question, and I was glad to hear that that is still going to be looked into because that is a concern. One other comment I would like to make. I heard contract/employment agreement and whatever you do or whoever does hire or whoever writes or drafts this up as Mr. Carakatsane said, there has to be protection for both sides. If you're going to have a very weak contract or a very weak employment agreement, you're going to get a very weak candidate. There has to be protection on both sides. There should never be a contract like there was, and I applaud Mr. Hughes for not voting for that. That should never happen again, and I'm sure it won't, but there has to be some benefits or perks to attract the right personnel for the job. It doesn't have to be three years. It can't be a very weak (contract) because you really don't want a puppet there either who, if you don't do what we say, you're gone. You don't want that because sometimes a person in authority has to make a decision that's unpopular to his board. It's going to happen but I think things are headed in the right direction, and I want to thank the Ad-Hoc Committee. I hope the Reading Board of Selectmen are going to seriously consider these recommendations. Mr. Norton — I'd like to thank all of the members of the respective Boards of Selectmen, the respective Town Managers, and I know the Town Manager from Wilmington is here as well, for being in attendance both at our last meeting and tonight's meeting. This was one of the things that the CAB had really wanted to see. We wanted to open up the line of communications because up until our previous meeting we held here in Wilmington Town Hall, we had some grave concerns about the direction this whole procedure was heading into. To be quite frank, when we came out of the joint Ad Hoc Committee Meeting in Reading back in October and I didn't have much to say that night because, at that point, I was the newest member of the Board, I came away feeling that we weren't being listened to. Subsequently, with the presentation that Mr. Ensminger made here tonight, I feel that the lines of communication have been opened up and we have been listened to. I'm extremely pleased with the presentation that the Ad Hoc Committee Chair made tonight. I think it's a great step in the right direction., and a better step in the right direction than the Joint Board Meeting we had here a little over a month ago because I felt everything was going down hill quickly. Again, as has been brought up here, we are the representatives of our respective communities. We also have an obligation to our rate payers both residential and commercial, and it would be my sincere hope that the recommendations that have been put forward here tonight by the Ad Hoc Governance Committee be taken seriously by the Reading Board of Selectmen and be acted on as has been presented. Again, my major concern is that if there are major changes again, -, you might not find your respective "outer communities"' as we're sometimes referred to being in the positive vane that we are tonight. We fully understand how the RMLD works. We fully understand the relationship of the RMLD and the Town of Reading, but the Town of Reading had to understand the relationship of your three contiguous communities. I think that was the point, Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page 10 myself in particular and I know to some of the Ad Hoc Committee, I probably sounded very hard nosed the last joint meeting we had here, but there was a point to my being hard nosed, and I think what has been produced here tonight is an outcropping to some extent of that and the input of some of the other (CAB) Members. I hope the Reading Board of Selectmen take this very seriously because your three contiguous communities are very serious as well. My only other point is that I would hope that there are no substantive changes to Chapter 164; in other words, that there are no changes that would create a problem. I understand Mr. Ensminger's points in some of the areas that are under 164. As long as there is no major threat or major change to the 20 Year Agreement, that would be my major concern. I applaud the efforts of the Ad Hoc Committee. I think you've done a great job in the last five weeks since we've last met. I hope the Reading Board of Selectmen equally understand where the CAB is coming from. Mr. Caira — I want to thank the CAB for facilitating the meeting and particularly applaud the officials from the Town of Reading for taking the time to listen and I think to respond to some of the concerns of the community. I may go a little outside the realm of the discussion only because it's not all the time that we have all the players in the same room so I may just ask a question or two if that's okay. I don't want to beat this to a pulp but the issue has come up a couple of times and just again by Mr. Norton about the 20 Year Agreement, and that was the major thrust I believe of the communities concerns as to whether or not any of the governance changes would have an impact on the 20 Year Agreement. It is my understanding now, and I've been talking to Peter as we always do, that you're considering special counsel to look into this matter. I would suspect, however, and maybe the response could be bias, but I could live with that at least to listen to a response that given our last meeting and the concerns that we raised that Mr. Barna, who is now here, and I know you'll be brief in your comments, have you looked at the revisions that have been produced by the Ad Hoc Committee and do you see any issue that we should be thinking about with regard to the 20 Year Agreement? Mr. Barna— The 20 Year Agreement is tied to Chapter 164. There are two changes that are being proposed that would affect Chapter 164. One is the hiring of the Accountant by the Board and the other is the hiring of professional consultants, legal counsel, accounting, auditing and professional services by the Board. The second one is something that Wilmington may want to think about. It's very unusual for a manager of any organization who runs the day-to-day operations that would have to go to the Board and the Board makes the determination regarding services such as engineering. For example, let us say something happened in the North Reading substation or the Reading Gaw Station, and there was an emergency connected to environmental issues or connected to reliability. Under this process, the manager who is in charge of day-to-day operations would not have the authority to go hire an engineering firm to take care of the reliability and make sure that the lights stayed on and make sure if there is a clean-up that it happens quickly. He'd have to wait for the next Light Board Meeting and possibly change a policy that's in effect. I think that could be of concern. In addition, for example, let's us say RMLD's major power supplier is about to go bankrupt, which is not the case, but let's say it is. It's not all that unusual in the Enron world, and power supply is 70-75% of the cost and action would have to be taken quickly in order to remove RMLD from the bankruptcy type process. If the RMLD Manager had to go back to the Board for "I want to hire bankruptcy counsel or special counsel or any type of counsel," but it's not in accordance with a set policy, and you have to change that or have to get Board approval, by the time that happens the entity could be in bankruptcy and you'd have your power supply in bankruptcy. So, I think those are things that you need to consider with respect to what's being Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page 11 proposed. The Light Plant is in a very competitive type situation. It's dealing in a commodity. It's dealing in a necessity. It's dealing in something connected to reliability with a lot of safety and environmental issues, and I don't know if a manager in that type of a situation can be so hamstrung. Mr. Lessard(to Mr. Caira)—Does that answer your question? Mr. Caira— It does but I don't know if I necessarily agree with it. It's a good thing that the Board hires an accountant and it's an especially good thing that the Board hires the legal counsel. It's a little bit much of a leap for me to accept that you would be hamstrung but I think it's certainly worth looking at. I'm not sure that in the practical sense that would happen. I just don't see it but I appreciate the comments. One of the things that I am concerned about, and this is where we may be going a little far afield but since there have been discussions about contracts, not so much the employment contract that's been bantered about but whether or not the RMLD Board has taken any steps beyond what has been listed in this document that we all have, the e-mail where they talked about some of the important steps albeit some of the rather easy steps...take away a credit card, develop a travel policy, etc. What has the RMLD Board done in terms of getting a handle on some of the legal costs? Have you, for example, taken any steps to review the retirement debacle that we all went through a few years ago when the former General Manager was put into another more lucrative retirement category? Assuming that we all believed that was wrong, many of us believed it was wrong then and some I think are now coming to that position upon retrospect. Have you taken any action there? Have you taken any action with regard to labor counsel that Peter was telling me about? You are paying labor counsel probably at least three times as much as any Town that I know of, and many Towns don't even have labor counsel. Are you looking at some of those substantive issues that will assure us that you're really going to make some changes as we go forward? I hope to get an answer on that. The other question has to do with some of the specifics, and I just need to be educated here. One indicates under `B" that you would approve contracts under MGL Chapter 30B guidelines. Don't you already do that under 30 B guidelines? Answer from audience—They do not. Mr. Caira- That answers that question. Mr. Pacing—It's a practice that we do. Mr. Caira—It's a practice you do now. Mr. Hughes—We have done. Mr. Caira—With regard to the Auditor, and I heard your explanation but I'm not sure I got it yet. If you could clarify, aside from the fact that other communities have done this, why you would want the Town's Auditor to be the same Auditor for the RMLD and how that would work. Also, could you comment as to whether or not we would get in the same situation that we got in last time. You would hire an auditor and then they would hire an auditor. Who would pay for it? How do we get out of that situation? The only other thing is my concern about the Light Board presentation on their budget to the Finance Committee and to the Town Meeting in Reading, and I wonder why you wouldn't also say that should be upon request? Just like the other towns, rather than to give anyone sort of a false imprimatur that they need approval. Even though we all know they don't need Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page 12 approval. Somebody might be looking at that and saying, well if they're coming here, we're going - to expect that they're going to change things. I do want to get a comment as to whether or not we've done anything about those substantive legal costs. Thank you. Mr. Lessard—Will you answer the first question please, Bill? Mr. Hughes—Yes. We are currently addressing the labor counsel that is being used by the RMLD. We've been about 2 %-3 weeks into the evaluation of the labor. As far as the general counsel to the department as far as advising, you have to realize the fact that the law firms are out there and we've had a long, long experience with the current law firm, Rubin & Rudman, and there is a certain amount of expertise that is involved in all of these law firms dealing with 164 especially. I was talking on the way up with the Acting General Manager and the law firms that deal with us or advise us, isn't like the law firm of the Town of Reading or Public Works so to speak, disregard law firm but Public Works going out for bid on rock salt for removal of snow. We deal on international contracts -- purchasing of power, Canada, etc. so we really have to have the expertise of a law firm. I'm not saying there aren't others out there but they are going to be studied and evaluated and they are currently being addressed now. Mr. Pacing —Let me just address maybe some of Mr. Caira's questions. There have been changes in the spending process. The Board, as part of its budget process, is looking at legal counsel. In terms of trying to set a policy to try to address this, there are three components to our legal costs, actually four. There's the FERC Counsel which is out of Washington, D.C. on transmission, there's the Section 164, there's the non-Section 164 and there's the labor counsel. As of right now, I think the Acting Manager has instituted a policy where we are looking at other labor counsels beyond what we are now. I know that the Human Relations people are interviewing other labor counsels at this point. One of the things that I hope to do when we get to the budget is potentially separate out the 164 to the non-164 and potentially bid the non-164 items so we try to get some sort of bid on that. The other question on the audit -- there is one aspect of the audit that needs to be addressed. The Commission took the position to go to a June year-end and potentially become part of the Town of Reading audit process subject to Town of Reading changes in bylaws, subject to CAB approval under the 20 Year Agreement, subject to DTE approval. One of the problems -- the question is now is the State requiring a calendar year reporting. There is a question and we're trying to get an answer from them whether they require those numbers to be audited. We're trying to get a legal opinion out of them in terms of getting those numbers and whether or not they're going to require those numbers to be audited. The intent would be, it would become part of the Town of Reading audit process. We would have a member who would sit on the Audit Committee. The Audit Committee in all truthfulness and it would be nice if you had the same auditor. I don't really see a great savings. I'm in that business, audit business. As a matter of fact, I see a higher cost for the Light Department because the Town uses a big 5 or big 4 which would cost more than the present Light Department auditor. It would be a decision for the Audit Committee and they may want to retain the present auditor. They may want to go with the big 4 at this point. Ms. Anthony—The first statement is the RMLD financial statements become a part of our financial statements as I stated before. What's happening right now is that you have six months that are coming in through the June 30`h statements. What we do on the Audit Committee is every three years, we go out to bid for auditors and we are up again. The Audit Committee has the feeling that they're going to change auditors after a certain period of time and one of the points that came up Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page 13 and I'll direct this to the Chair. When we have an audit done, the auditors come back. There's an audit letter. There's recommendations being made as to what needs to be done, and what are some --- practices that they feel we need to look at. Well, my comment was has anybody ever seen, certainly not on the Audit Committee or on the Town side, recommendations that have been made by the auditors of the RMLD as to changes that should be made? Those changes should be studied and, if appropriate, should be instituted. That's a whole level that we're not even dealing with and I have no idea what's been done in the past. The other thing is you've had a General Manager who hires the auditor year after year. I think it's been ten years they've had the same auditor. That's just bad business practices. The same thing, they take the same law firm and it's been the same legal firm for many, many years so that exactly, Mr. Caira, is why we believe there are some real significant changes that need to be made in how the audits are handled for RMLD. They are a division of the Town and we all need to be on the same page. The other thing I would just like to say to the CAB, I was liaison as a Selectmen to the RMLD maybe three or four years ago, and I said to our CAB Member, Mr. Corbett, would you please look into these legal costs because I think this is something where I would like to see the CAB do due diligence. If you look at the legal costs over the past few years and that's what I'm aware of, they are extremely high. I've sat in meetings with present legal counsel where there would be three present, and we're just making ourselves a lot of legal bills here, so I would like to see some action from your CAB because you have budgetary oversight. Mr. Cummings—I just wanted to speak on two of the points raised in the final recommendation that the Governance Committee was making. We were really careful in that it's having to do with the Finance Committee and Town Meeting to clarify the presentation to the Finance Committee of an approved budget, and that was trying to deal with the fact that the budget was not approved by the Finance Committee or Town Meeting. That it is the approved budget and it's really for presentation purposes only. I do think it provides another level of scrutiny by somebody outside of the General Manager, CAB and the RMLD Board that I don't think is necessarily bad. What we did add to the recommendation was to make that same presentation to the Finance Committees of Wilmington, North Reading and,Lynnfield, upon request. The other thing with respect to Town Meeting, the presentation was suppose to be around operations as an annual report and that has historically happened in the Town of Reading, and again the recommendation by the Governance Committee was to augment that a little bit to include the Town Meetings of the other three communities if requested. Mr. Pacino—Just to make a few corrections. In terms of the audit, every three years a contract with the auditors is bid by the Commission and it is awarded by the Commission. There are management letters that come out every year. They're discussed in open session. There are recommendations the department has made on those in open session so all that has been discussed in open session. It's not like it's hidden. One of the things that we do require even though we have maintained the same audit firm for the last two, three-year cycles. We do require that every two years, the person in charge of that audit change -- that the manager of that job change every two years so we get a fresh face in there, somebody new from the audit firm as part of the requirements. Just to address one of the things — the Commission has always been, anytime anybody wants to hear us come make a presentation, the Finance Committee anywhere, in all my years we've always been welcomed. We would certainly come and make presentation anywhere we're requested to. We've always tried to do that. I ran with the idea that we'd open up the communication 14 years ago and I've stuck with that and been elected three previous times after that. Thank you. Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page 14 Mr. Veno — I'm going to change hats and speak as an elected member of the Reading Retirement Board at this time. I don't know, Mr. Caira, if I can answer your question so I'm just going to give you my brief background. When I was elected several years ago, this process was taking place the General Manager coming into Group 4. The only thing I will say is that he was not welcomed with open arms. It was the State law that did it, that we had to put him in. We did not have a choice according to State law. I would assume that any changes to be made to that are going to have to be a change in the State law. That's why it happened, Mr. Caira. Mr. Caira—How much did the rate payers pay to ensure that he went into Group 4? Somebody was the impetus to that. I know not you folks but somebody was the impetus and somebody was able to use public counsel for private purpose to get him into that Group, and maybe we could ask the esteemed counsel who are here, including those from Reading Light since so many of the community officials here believe this is not the right thing to do to come with a way, maybe legislation or otherwise come up with a way to reverse what clearly was bad legislation. Mr. Veno —I will go on record as saying as an elected member of the Reading Retirement Board, I do not feel that the General Manager should be in Group 4, but again it's the State law that has us do that. I can't answer the question on the money. Mr. Carpenter — Regarding the when and where which budget gets reviewed. After our last meeting five weeks ago, trying to figure out what would be an effective way that might satisfy the people in that room who expressed great concern about financial oversight of the RMLD and talking about it with a few folks since then, I believe I have a solution that should satisfy those people that we can do without a change to any policy, any law, or anything and it can be done by the CAB. The CAB has a one-month review period for the draft budget. This is independent of the recommendation for a report of the final budget that is part of our official recommendation. This is just a discussion thing that I'm representing as a suggestion that you would act on. That during your 30-day review period, you would each take it to your respective either Boards of Selectmen, Finance Committees, whoever you feel speaks for the financial interest of your respective towns, get their feedback on that budget, bring it back to CAB and make it part of your recommendations back to RMLD. It can be done with zero changes to anything as part of your current responsibility to your current constituents, and I recommend that as something you do of your own initiative to participate in this reform process. Ms. Wood — I'd like to speak about something that the attorney talked about earlier -- the problem with an emergency. I think all of us understand that there is operations and policy, and that the Light Board absolutely should be in charge of policy. I cannot imagine any manager any place who has been there longer than a year who doesn't have the authority to deal with an emergency, a real emergency, on an emergency basis immediately. They don't post meetings and call boards. I've never seen that done, and I've been in places where there have been emergencies. I cannot imagine our Town Manager, Wilmington Town Manager, any other Town Manager who has been around for any length of time not having the authority to deal with an emergency on an as-needed basis and then bring what happened back to the Board. If I thought that the manager was not competent enough to deal with an emergency on an as- needed basis, I'm certainly sure I would not recommend hiring him for another year, and I cannot see that it would be a problem for the RMLD Board, for the Board of Selectmen, for any board. An emergency is an emergency. It's just like a health emergency. You deal with it, settle the insurance later. The same thing is true with any Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page 15 operational emergency. You deal with it. You bring it back to the Board. You tell them what happened, what your recommendations are, and then you go from there but if it's an absolute emergency, you deal with it. You don't post any meetings, call all the people and get them all together. You deal with it, and that's why you hire a competent General Manager, and then you settle the policy later. So, I don't see that emergency business. I see that as a red herring. Ms. Langsam — I just want to address a couple of comments made tonight -- One comment from Town Counsel for North Reading. You would need special legislation to remove some of the powers that are granted under Chapter 164, Section 56 to the General Manager and that is done. Special legislation is something that is common. It is done through the Commonwealth. Many cities and towns that do have Light Departments do special legislation because of the way 164 is set up. Some of the Town Managers are General Managers of the Light Department. As for the 20 Year Agreement, I see nothing in here that was recommended that would affect the 20 Year Agreement. We're talking about managerial issues, etc., which the 20 Year Agreement really does not address. However, that being said, we can very simply put something in the special legislation saying that nothing herein will effect, should effect, or in any way will effect the 20 Year Agreement. If there is a conflict, the 20 Year Agreement will prevail with a conflict on any kind of special legislation. As I see, there is no conflict with the 20 Year Agreement that you have entered into, and I also doubt that we're going to be legislating to aggregate a contract that was entered into. Mr. Carakatsane—I also compliment the Ad Hoc Committee and the Reading Board of Selectmen for doing a lot of volunteer work here, and we forget sometimes when we're reviewing recommendations and so forth. One issue that was really opened up by the Town of Reading and the Ad Hoc Board, and I'm looking for some input tonight from local Town Counsels, and also as to whether the Board actively considered this idea, but it would be a way of satisfying any concerns relative to the 20 Year Agreement or at least major concerns to the 20 Year Agreement, and that is that the constitution of the Reading Municipal Light Board be changed to include elected representatives from the service communities. We're well aware that this is something that would probably at this point be something the Town of Reading is not actively considering in terms of on the front burner. The service communities went through a lot of what's being going on the last several months, 15 years ago resulting law suits, special legislation, the whole nine yards. What the service communities see is after it's at least proposed, they seem to have been abated at this point, that raised a lot of concerns by the service communities as to what actually was going to be the oversight of the RMLD. I can see myself depending on review by special legal counsel as to what legislation, rules changes, whatever would need to be made on the various changes that the Ad Hoc Committee is currently proposing. I could see myself, depending on the review, supporting most if not all of those. A lot of very good ideas have been mentioned concerning specific areas except in emergencies, referencing the 20 Year Agreement, some other concerns here and there, selection of auditors, very well may be a conflict. I don't know the answer to this question, the RMLD having the same auditor as the Town, very well may be a conflict. It may not be and may make practical sense. I would agree that if the Town is hiring a big 3 or 4 firm, they come with a much higher cost than more local firms. I'm not sure whether the Town goes out to bid on that. I'm assuming they do. The point that it still comes back to is that the service communities don't have voting authority over the budget in a lot of the matters. It's fine and dandy to add these powers to a Light Board but for all intents and purposes, the service communities are still out in the cold. I'm looking for some input tonight both #1 whether the Ad Hoc Committee has considered that idea, and #2 from Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page 16 counsel, I know that Lynnfield Town Counsel had to leave, and I don't know if Wilmington's Town Counsel is here but North Reading and Reading Town Counsel are able to speak to the issues as far as legislation would be needed to establish that. I mention this concern after consultation with Mr. LeCours, Mr. Maney, Town Manager of Lynnfield who was here earlier, and the Lynnfield Board of Selectmen, something that we actively discussed. It is something that we are interesting in pursuing and advocating. It was something that was mentioned at the end of the last meeting, and in discussions that usually follow the meeting. It was an idea that was tossed around among a lot of private conversations. It makes a whole lot of sense. If I was to throw out a composition of it, I could see some of the format of the CAB being merged with an existing Light Board, and that being two representatives from Wilmington, one from Lynnfield, one from North Reading and retaining five from Reading. That would maintain a majority for Reading but give voting input to the service communities. We can talk about a lot of the issues we talked about tonight but I think it still goes back to that and the box was opened fortunately or unfortunately by the study to date. Given what went on 15 years ago and given what just went on, it's something that is a major concern to the Town of Lynnfield, that this idea be put on the front burner and be considered. Mr. LeCours — Just a few general comments -- I do share Arthur's comments with respect to representation. I would hope that the Town of Reading and the Reading Light Board would consider an expansion of the Board of Commissioners. I hope some fertilization of that idea will take place. I come back to a comment that I think I made at the last meeting about throwing the baby out with the bath water. You cannot micromanage a day-to-day operation in my opinion, and I think some effort toward micromanagement is going on here, an overreaction maybe, a valid reaction to what took place but I think that needs to simmer down a bit. I think the Reading Light has to put policies in place. I think there has to be an effort, as I'm sure the Search Committee will do, to hire a competent manager with a track record and good references. It's not a low powered position -- it's a high powered position. We just went through a fairly exhaustive search in Lynnfield for a Town Manager, Town Administrator, and we've expanded the powers of that individual over the former Town Administrator. This Board of Selectmen in Lynnfield can't sit there every day as a part time board and monitor everything that the Town Administrator does. It's just not possible anymore than when I served as a college president, the Board of Trustees could monitor everything I did. There needs to be reporting and there needs to be policies but again you cannot micromanage this position. I hear Finance Committees and Town Meetings and presentations back to Boards of Selectmen. Where do we want to take this thing. You need a competent individual. I think the Board of Commissioners has been very open and candid about some of the omissions. That was not easy to do. I complement you to admit that we allowed an entity to go with the trust in an individual who didn't appear to be founded and hopefully we learned from that. So, I'm not in favor of Finance Committees of Lynnfield or Boards of Selectmen in Lynnfield going through an exhaustive review of an entity that should be functioning on a day-to-day basis with outside auditing, with an advisory board, with maybe a Town Auditor from Reading or whatever you folks decide but again, please, I don't think you can micromanage this on a day-to-day basis. I would also say that I'm in favor of an employment agreement or contract. I think it spells out the perks and the responsibilities of the position. If any Towns don't have this, that's their decision but I think it's appropriate to have, and it doesn't have to be 50 pages long as was mentioned earlier, an employment agreement for your General Manager spelling out his term of office, his responsibilities, his remuneration, his perks, etc. I think that puts in place, there's no disagreement verbally about what took place, what his responsibilities were or weren't, Joint Meeting of Board of Selectmen and Citizens Advisory Board–December 3, 2002–Page 17 what his pay was, what his perks are, etc. So, I would be in favor of an employment agreement/a contract. I think if you have outside auditors reviewing the operations of RMLD, although certainly some of the outside audits that have taken place in this country have not been as good as they should have been. I think that if you have stronger oversight by the Board of Commissioners and perhaps an expansion, if you consider that, and a CAB that reports back to the Board of Selectmen as you do, as I know Arthur does to us, I don't think we have to have another presentation before the Board of Selectmen. I think that can be done by the advisory member we've appointed, and I'm comfortable with Mr. Carakatsane that he'll come back to us if there is an issue or a problem we need to know about. So basically in summary, I think we need to allow this entity to function appropriately. I think we need to allow it to work under a good General Manager, and I hope you'll hire one sometime soon. Frankly, I think we are overreacting a little bit to all of the oversight. There needs to be more oversight, there needs to be reviews but I think to carry it on to infinity is not necessary. Thank you. Mr. Cameron – 1 have had conversations with Dan Ensminger and Peter Hechenbleikner over the last week or so concerning this e-mail, and I think I understand all the points in here. I think that I would soften my counsel's comments about the emergencies but I'm not sure that I understand "C" on the Board's involvement in policy/approval of professional services but I'll hold my comments on that until I get a better explanation on that because there are day-to-day operations that have to be continued at the Light Department but I think there's a process that they're trying to put together that says the Board could get into the approval/policy. One thing that I have talked to Peter and Dan about—the word"providence" come to mind, and I think what the concern of the Board or the Town is that anything that's put in place has to have providence. It has to be and they believe that by changing 164, that will bring a continuity to these changes but I would say that the Board did come up, Commissioner Soli especially, with an idea last week at our board meeting about credit cards. We got rid of credit cards but Commissioner Soli brought up the fact that credit cards could be brought back, and he said why don't we have a policy that says credit cards will not be brought back and if they are brought back at some time in the future, they would revisit the headlines that we've seen over the past year and there would be three weeks of advertising that says that the RMLD Board wants to bring back credit cards if they revisit that. I'm not saying that's the answer, that's the providence we are all looking for but the Board certainly has the power to set policies, and they have the power to set policies on the performance of the General Manager. Those policies should be very stringent on the General Manager, and they should have to do with the operations of the department especially the financial operations of the department so I guess I would leave my comments on "C" until I get a little more definition of what the Board's involvement would be in the approval or policy process with respect to legal counsel and auditing and professional, Mr. Lessard–I have a question for Mr. Barna. Can you change any part separately of 164, or does that just open up the whole Pandora's box? Mr. Barna – I think a legal opinion should be done in that you can't change a general statutory scheme, a comprehensive statutory scheme, that 164 is with a special act. I do not know if the legislature will even consider that type of special act as being proposed and that's why you can't piece meal –I'm going to take this out of 164 and I'm going to put this into 164. When you have a general statutory scheme is what 164 is, where you have the court precedent as to what it means, it's not easy to pick and choose it. It's different as to what was talked about before. Yes, Danvers has the Town Manager as the Manager of the Light Department but there's a Town Manager Act Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page 18 which again is a general statutory scheme with the Town Manager as the Manager of the Light Plant. But then, Chapter 164 applies with respect to the Manager and with respect to the Board, the same thing in Concord. There have been changes in Wellesley, for example, where three members of the Board are elected and two are appointed. However, it didn't change the powers of the Board or of the Manager and none of these things did. This is different than what was done in Danvers and in Concord or in Norwood. It's different than what exists when the Selectmen are also the Board. It's different than in Wellesley where some are appointed and some are elected. We are changing and picking and choosing parts of 164 to apply and parts that are not. I'm not sure that will pass. We have not done research, we have not been asked. Mr. Hechenbleikner—Not a question so much as a comment or now what. The Board of Selectmen in Reading is meeting with the Governance Advisory Committee tomorrow night to go over what was said tonight, and to get the Selectmen's view on what the recommendations are. Certainly, if there is Home Rule legislation or any legislation effecting any of this, the desirable thing I think is to have the legislative representatives from all four communities and the CAB behind that, and that means having the Boards of Selectmen behind it. It's not required by law but the practicality says that's going to stand the best chance of success. I'm not sure what the Governance Advisory Committee takes out of the discussion tonight, or the Reading Board of Selectmen takes out of the discussion, or whether we need more of this kind of discussion before we fine-tune what it is that's going to happen here. I guess I'd like to get that to closure and see if we can figure out where we go. Mr. Francis — I just wanted to address the comment on the micromanagement. It was a little confusing because I think that the evolution of this process over the past months has really brought us to some recommendations that I think really benefits everybody. It's good government but it's also good business. It emulates a model that we think works in most towns where you have a board that appoints the Accounting Manager. I thought that was one of the most important changes recommended, that you don't have this Accounting Manager fall under the authority of the General Manager and can pretty much, at that point in time, the General Manager can pretty much go off and do whatever he wants on a whim, and nobody else is really going to have any authority. The Commissioners are going to have the signature authority on the warrants but when the warrants get to them, as long as they're within budgetary guidelines, they sign off on them. It's hard for them to really distinguish what was excessive and what was not at that point. That one change, I think, really makes a big difference. The other change that I really liked was the hiring of professional services. I tried to go through some scenarios after Mr. Barna made that comment about emergencies, and I can't think of when you need an attorney during an emergency or an auditor during an emergency. I know you do need an engineer and you need to retain some services during an emergency but one of them, and it's the most egregious of them all, is legal services and there isn't any emergency I can think of where you have to go off and hire an attorney unless you are in big trouble. Hopefully, we'll never have to face that again. I just think that if you have been following the process as we went through it over the past months, all of a sudden last week I started feeling really good about the recommendations. I think this is something I think the CAB can get behind. The Board of Selectmen can get behind and, hopefully, the various Boards of Selectmen can understand it's really to the benefit of everyone. It's not Reading trying to garner authority, it's more about what everybody wants. Thank you. Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3 2002—Page 19 Mr. LeCours — I need to address the former speaker. I think my remarks may have been taken somewhat out of context. I did mention I served as a college president reporting to a Board of Trustees. The Treasurer also reported to the Board of Trustees directly. It is not my intent to leave you with any confusion that I would have an accountant reporting to the General Manager. Some financial person has to report outside of that Executive Office. If we had a little misunderstanding over that, I wanted to clarify that. What I meant by layer upon layer, if your will of administration is not to put so many layers in that you hamstring somebody but you certainly have the controls and the policies in there that you oversee the person. I hope that I'm making that clear now. Thank you very much. Mr. Carakatsane — May I ask whether you've had any reaction from the Wilmington Board of Selectmen relative to voting representation. Any input or any discussion at this point? Mr. Lessard—Not at this point. Mr. Caraktsane—I don't know if North Reading has, John. One member of the Board of Selectmen had raised that issue after the last meeting. I don't know if they've had any discussions up there along those lines. Mr. Norton—No, in fact I appeared before our Board shortly after that last joint meeting here and that did not come up in our discussion. It probably will at a subsequent meeting but that would be for the Board to request me to come in before them. Mr. Van Mag ess — As part of the question you didn't ask Reading but I'll ask you a question on that because you decided to put that thesis forward. What would that do for the 20 Year Agreement? Would that go out the window at that point in time because it seemed to me as I read through the 20 Year Agreement, that the intent in terms of a voice in what was going on at the RMLD was actually resident in that Agreement under the CAB. As I looked through this entire process since the IG's report has come out -- we had a series of allegations from the IG. As you look at any set of allegations that might come forward, you can probably plop them into three piles: 1. The things that probably were cited that ended up ultimately being substantiated by the General Manager or the employees who were in question. 2. There was another pile of stuff over here that was kind of gray. Maybe the policies weren't tight enough or whatever. 3. And you have this pile here that was clearly wrong. I haven't heard yet, anywhere, what that clearly wrong pile represented in terms of dollar value but my suspicion is it probably isn't enough to fund our municipal budget's shortfall. It's small but now what we're doing is trying to create a giant cloud of issues. Fifteen years ago, we had the 20 Year Agreement and the 20 Year Agreement seems to have worked very well for the Towns. The RMLD has legal counsel, auditors and advisors and everything else and, guess what, they all missed what was going on with the General Manager. Does anybody think that maybe because the General Manager or somebody might have said, we're okay in expense accounts, why don't you go look over here at these contracts. I think that these are some of the fundamental things that are coming forward with the Advisory Committee saying, look if we have some group that's going to look at the auditing, just like the CAB as part of the 20 Year Agreement is looking at how this is Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002 —Pam working and putting ideas forth. Maybe, if we have a group here that's reviewing the auditing matters, they'll be able to probe into those areas and not have it come under the General Manager's purview per se. I guess as I start to think about this whole process, it seems to me that whether all these ideas get voted on favorably or not, they're part of trying to plug some holes in the dike. I've heard that the Boards of Selectmen and the Town Meetings in the various towns have said they want to extend that Agreement, and this Board certainly has a lot of roles and responsibilities under that Agreement they can choose to act on how they want to whether its budget reviews or whatever, but to try now to say let's take this little problem over here and let's now constitute a whole different board and then I start to wonder, why would you have a CAB if you have representatives on that board throw out that Agreement . Mr. Carakatsane -- I think the idea would be to basically supplant the CAB. The 20 Year Agreement had several purposes, one of which was to settle losses and provide some measure of input by the service communities and my guess would be back then, I didn't take part in it, the settlement discussions, that it was a compromise. Mr. Van Magness --And a good one, probably. It certainly worked. Mr. Carakatsane--We don't know because we haven't experienced the alternative. Mr. Van Magness -- Well, we got the alternative pre that though, didn't we. Mr. Carakatsane--No. Mr. Van Magness -- The pre-condition before it was the alternative. Mr. Carakatsane -- Well, the alternative that existed before that was no representation by the service communities. First of all, the issue was opened up by the Ad Hoc Committee. Until the last meeting, the CAB, it was proposed to the Selectmen to do away with the elected board and have it appointed by the Board of Selectmen, although there appeared to be a split within the committee, and there was also a recommendation to retain an elected board. The proposal to expand the RMLD Board would be a natural progression of what's already happened. I fully expect the Town of Reading is not in favor of it. The silence has been deafening. My expectation is the service communities Boards of Selectmen will actively consider this from here on and get their own legal opinions. I'm trying to put a suggestion out there that works for a lot of people and more appropriate to the situation this idea of reconstituting the Board and expansion. As I mentioned, I don't expect the Town of Reading to support it at all. There may be obstacles I'm unaware of now from a legal standpoint. I don't think there are. I have enough of a background in municipal law to venture a reasonable guess but there may be something out there I don't know. It's not any more major a proposal than any of the ones that have been proposed. It's not taking something that was a small issue in raising a much bigger issue. It's certainly in line with the proposals that have been put forward. Do I think it's an end-all? No. I think the most important thing happening right now is not even these proposals. I think it's the search for a new General Manager, and formulations of parameters directly with that new person. I maintained input at one of the joint meetings we had with the CAB and the Ad Hoc Committee. In a lot of ways, this is echoing some comments made by Mr. LeCours. You can micromanage a lot of times. You can set up any system in the world you want. You got bad people in a good position -- they can still do a Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page_21 lot of harm and steal a lot of money. The most important thing is to get good people in good positions, and that's why I make that comment about the most important thing going on right now is the search. A lot of the rest in a lot of ways can be window dressing. A lot of us would maintain that there were ample—I was not part of the CAB prior to January/February. There were sufficient guards in place currently, that a whole lot of people dropped the ball. No one person is to blame. Everybody shares part of the blame pie. The key is to learn from it and move on. A lot of the proposals are tweaking what exists. I've already stated I can see myself supporting most of them if not all of them but I think if those are to be considered, then we consider the big one or the one that was originally considered and I think that provides what the service communities would be advocating, and I'm not speaking officially for the other towns. We've only consulted with my Board of Selectmen and that is expansion of the RMLD Board. Mr. Van Magness — In concert with that, I think if somebody is going to come forward with that discussion, then I think you open up, as you said, the whole enchilada and I think the most important part, again as you stated, is trying to move forward. I don't think all of this is necessarily tweaking. I think that there are actually actions being taken that are in fact going to improve the overall management and operation of the RMLD structure from the constituent town standpoint by further oversight, further auditing, further approval and everything else so I think a lot of that is going on. I think, as you stated, the most important thing is to move forward. Quite honestly, I think if we get into a retracted discussion on governance and opening it up to multiple towns and everything else, I think you're going to find the same issues that are going to start coming back on the table as existed 15 years ago and it's not going to be necessarily - and again it's only my three hours sitting here at this board— it's only my anticipation that all it's going to do is create a further divergence of ideas, a further divergence of opinion, a further set of animosities whether they're perceived or real and the issue is to come together, learn by the process, put the controls in place, and move forward rather than the RMLD sitting in animated suspension down there for the last eight or nine months while this has all been going on. I agree with you. I think going forward with these recommendations or as ever they come out is probably the best and let's see how that goes. If this doesn't work in a number of years, maybe everybody has to go back and revisit things. That's all my perspective. Mr. Carakatsane -- I actually agree with you. If the discussion is opened, it would have to be constructive and positive. The discussion is open -- it's whether it's taken up further but I must admit as the members of the Board of Selectmen who are here would know, I spoke at their Board of Selectmen Meeting that they should not set up an Ad Hoc Committee. I told them then, they were opening up a Pandora's box. The Pandora's box is open, maybe. Mr. Lessard -- Any other comments, questions? I would like to thank all the members of the Towns, the Selectmen, the Town Managers and the Town Counsels for showing up and the Municipal Light Board. I'm going to hope that this is not the end of the dialogue. The CAB certainly will be happy to facilitate another meeting for another general get together probably after you have your Selectmen's meeting, and if Peter can get in touch with me and we can certainly have more dialogue. I think this is a good dialogue back and forth, good questions. I believe that everybody who leaves here tonight will have a little more awareness of where we all stand at this point. I want to thank everybody. Joint Meeting of Board of Selectmen and Citizens Advisory Board—December 3, 2002—Page 22 3. Other Items for Discussion. None. 4. Schedule Next Meeting. No discussion. 5. Adjournment. On motion by Carakatsane seconded by Norton, the Board of Selectmen and Citizen Advisory Board voted to adjourn their meeting of December 3, 2002 at 9:00 p.m. Respectfully s bmit te , Secretary