The Select Board voted to refer Conflict of Interest charges against former Historical Commission member Michael Weishan to the State Ethics Commission. The 4-1 vote took place during their February 17th closed Executive Session.
It’s worth reminding that while Weishan no longer serves on a Town Commission, he is running to be a member of the Select Board. (The one Select Board member running against Weishan in the 3-way race for two seats this spring is also the one that cast the dissenting vote – Sam Stivers.)
In a prior post, I shared that Weishan’s resignation was publicly accepted by the board following the closed meeting. Subsequently, I posted a Letter to the Editor from Weishan. It included his defense against Conflict of Interest charges and claims that the actions of the board were retaliatory.
Now, the Select Board has released its account on those points in the form of posting unredacted meeting minutes and documents related to the meeting.
[Note: None of these documents relate to Weishan’s accusations and questions about the Select Board’s handling of the St. Mark’s St and pocket park issues.]
The charge against Weishan is that he violated Conflict of Interest law by participating in Historical Commission decisions to hire and pay his company MWD Group Ltd for work. Weishan defended he was simply reimbursed for expenses with no profit/advantage to his company. Town Counsel and Select Board members argued that the records don’t fit his narrative.
Board members and Weishan also disputed details about his public statements around the Board’s motivations for questioning his actions.
Below are highlights from the posted documents. [Note: Unless otherwise specified, quotations below are of the phrasing in the meeting minutes approved by the Board (or related documents). There was no posted transcript or recording.]
Details of Conflict Accusation and Defense
MWD invoiced and was paid $1600 over the course of 2016-17. Issues still in dispute mainly revolve around $1200 invoiced in 2016. (Scroll down to the last section of this post for the explanation provided of why the issue was raised years later.)
A letter from Weishan’s explained that the Commission had a website created in 2015 (the now defunct southboroughhistoricalcommission.org*) and sought to have documents digitized and added to the site. Attorney Mark Smith asserted that MWD invoices were reimbursements for Weishan engaging a college student (Aidan Campbell) to do the work for the Commission and additional expenses incurred.
Weishan’s stated intent was to save the Commission money by having the work completed at a much lower than market rate. Since Weishan purportedly didn’t profit or keep any of the funds, his attorney argued there was no conflict.
According to meeting minutes, Town Counsel Katherine Feodoroff described the defense as one that “strains credulity”. She also noted that the record details didn’t support the narrative.
The defense’s letter claimed that to avoid a “financial hardship” for Campbell waiting to be paid by the Town, Weishan “advanced” funds directly by Electronic Funds Transfers then sought reimbursement from the Town. An additional $200 invoiced was for other costs incurred.
Counsel questioned Weishan creating invoices (which didn’t include reference to Campbell or any expenses) rather than submitting receipts for expenses. She counseled that “pass-through submissions aren’t an appropriate way to get reimbursed”. She also noted the timing of payments doesn’t reflect reimbursements.
In 2016, Weishan invoiced the Town and was paid $1,200 for “Town Of Southborough Historical Property Listing Database & Web Design”.
- MWD was issued a $846.61 check on June 30, 2016 for an invoice submitted earlier that month.
- For an invoice submitted in December 2016, MWD was paid another $353.19 on December 30th.
- In between invoices, Weishan’s records prove he paid Campbell a lump payment of $1,000 on August 25th 2016.
- (In 2017, another $400 payment was made to Campbell weeks after MWD was paid $400 for an invoice for Web Design.)
Responding to questions about the timing, Weishan claimed that he had run into difficulty getting a check to Campbell but those emails were no longer in his records. After a break for Weishan and Attorneys to discuss the issue privately, Weishan’s Attorney Mark Smith claimed that the term “reimbursement” was a “drafting error” made by the lawyers.
On direct questioning, Weishan said that he and the Commission had considered it reimbursement. Weishan thanked Select Board Member Andrew Dennington for reminding him through his questions that the reason for submitting two invoices was based on the fiscal year timing and the amount in the Commission’s budget.
As for the $200 beyond what was paid to Campbell, Weishan’s claimed that was for website registration and hosting fees, which he backed up with receipts for $115 and $106. Town records showed that he was already directly reimbursed for those charges. Select Board members also questioned that he would have rounded down that figure.
Weishan claimed that he may have accidentally submitted the expense twice. He had difficulty determining what happened due to the time that lapsed.
Federeoff “suggested to the Board that the argument presented was crafted in an attempt to fit the documents rather than reflecting what actually happened.” She counseled the Board they had an “obligation to assess the credibility of the evidence”.
Select Board members unanimously agreed there were process concerns. But one member sought lesser consequences than the others.
Stivers opined that while finances could have been handled better in hindsight, an offsetting factor was that delivered services saved the Town money. In discussing whether to remove Weishan from the Commission, all agreed except for Stivers who stated “reprimand and censure would suffice”.
The other members believed that both removal from the Commission and forwarding the complaint to the State Ethics Commission was in order. Members noted that the Town provides Ethics Training every two years for volunteers and that each year, members sign a Conflict of Interest form.
Vice Chair Chelsea Malinowski said the Board has a responsibility to address actions inconsistent with ethical policies and rules and regulations. Member Andrew Dennington said the numbers didn’t match up and that at a minimum Weishan could have recused himself from the related votes and signing warrants for the payments. He advocated promoting a culture where officials are held to meeting standards. He also referred to a “false narrative” about a “witch hunt”. He concluded:
there is a suggestion in this case that it is acceptable to pay Town vendors through yourself as a pass-through and it is a serious question as to whether that is an ethics violation. He felt the long-term credibility of the State Ethics Commission supporting the decision of the Board will be valuable.
Member Marty Healey said that he didn’t understand what happened, but that records indicate MDW received profit from the Town. Due to Weishan’s unwillingness to take responsibility, he had no confidence that there wouldn’t be another occurrence. Chair Lisa Braccio stated:
ethics holds all board and committee members and volunteers to a higher standard and if no action were taken, the Board would be lowering the standard for all.
No formal vote was held on the removal as Weishan formally resigned from the Commission. Informed that they were still able to forward the complaint to the Ethics Commision, members voted 4-1 to do so.
Abuse of Power Accusations and Counter Accusations
At the February 7th Historical Commission meeting, Weishan publicly called the conflict of interest charge “highly suspect” given timing of his impending plans to run against one of its members.
In the February 17th Executive Session, Braccio read a statement describing what led her to look at the financial payments.
According to her account, the Assistant Town Manager discovered that the Southborough Historical Society’s lease of Flagg School had expired in 2017 and required lease payments hadn’t been made since. She asked for the Historical Commission accounting ledger to see when they took over paying any/all of the fuel, utilities, and electricity costs which are the responsibilities of the leaseholder.
In reviewing the accounts, Braccio noticed the MWD invoices and asked for related warrants and payables, and looked for minutes. She then asked town Counsel for a review on potential appearance of ethical violations and misconduct. An opinion from Town Counsel came back saying that there was a violation. A meeting was scheduled for February 8th.
From the statement quoted in the minutes:
I will again repeat from our last meeting the Board has had no discussion of the documents nor findings until tonight. Any discussion would require the option of participation from
Mr. Weishan. This Executive Board has the responsibility to explore and discuss any appearance of impropriety as it relates to our appointed volunteers and staff, and to determine if any action needs to be taken, which is taking place tonight.
In his Letter to the Editor on February 28th, Weishan accused the Board of retaliating against him to eliminate critics, based on his public statements about trees taken down and work done to create a park in a location where an old map in Fences of Stone indicates there may have been an indigenous burial ground. His account of events included:
As Mr. Dennington admitted during the hearing, one of the things that particularly “bothered” the BOS members were the repeated public records requests which I and other concerned citizens have been making and continue to make.
At the February 17th meeting, minutes show Dennington’s questioning of the public records request was a counter accusation of power abuse:
He stated that he was troubled that upon receipt of the notification of these allegations, Mr. Weishan made a public records request on behalf of the Historical Commission for records related to this inquiry. Mr. Dennington said he reviewed the recording of Historical Commission meetings and minutes and this public records request was never discussed or voted for authorization.
On January 31st, Town Administrator Mark Purple emailed Weishan that the Board would be holding the hearing to discuss Conflict of Interest charges against him.
Documents posted with the minutes show that “The Historical Commission” submitted a public records request later that day for all records “specifically pertaining to the charges leveled by Mark Purple” in the email, and for:
Any and all records. Including texts, emails, written notes, recorded conversations, or otherwise, in any format whatsoever, from, to, or between any member of the Board of Selectman, Mark Purple, Town Counsel, the town accountant and any olher Town entity that mentions the Southborough Historical Commission. Michael Weishan, or the MDW Group Ltd, from the period of January 1 2020 to the present date, excluding the emails of the SHC itself, which are already In our possession.
Weishan received the following message back:
You are requesting 25+ months of documents. In order to efficiently fulfill your request, if possible could you please narrow the scope of your request with regards to “any Town entity”? We will provide an estimate on how long it will take to fulfill, as well as any costs that might be incurred.
In response, Weishan emailed Purple:
I have received the strangest email request from your office. You don’t seem to understand the term “any town entity.”
It means exactly that.
And regarding cost: I am requesting this information as Chair of the SHC. There is no bill here.
His message referenced a clause in MassGeneral Law for the Historical Commission that includes:
The commission may hold hearings, may enter into contracts with individuals, organizations and institutions for services furthering the objectives of the commission’s program. . .
may do and perform any and all acts which may be necessary or desirable to carry out the purposes of this section.
He then followed:
We will be making further far-reaching demands for records in the next few days.
You can see the minutes and all of the referenced documents posted here.
*According to Weishan in the minutes, during the two years he couldn’t serve on the Historical Commission, the Town consolidated websites.