Talbot court overturns St. Michaels ethics decision

St. Michaels town commissioners are, from left, Treasurer Joyce Harrod, Vice President Michael Bibb, President William Boos, Dennis Glackin and Jaime Windon.

ST. MICHAELS — A Talbot County Circuit Court judge has ruled that the St. Michaels Ethics Commission failed to do its job in a conflict of interest complaint against of St. Michaels Town Commission President William Boos.

On five counts, Talbot County Circuit Court Judge Stephen Kehoe reversed the ethics committee’s decision and ruled the matter should be reconsidered.

An ad hoc group of citizens called St. Michaels Action Committee LLC played a key role.

The court issued the official Memorandum Opinion and Order Granting Writ of Mandamus Thursday, Jan. 2.

For over a year, allegations have been going through legal channels that Boos may have violated two sections of the town’s ethics ordinance in his dealings, decision-making and voting record in matters that can be linked to the negotiated transfer or sale of a large parcel of town property to the Chesapeake Bay Maritime Museum.

Negotiations of the property sale or transfer have been going on since at least March 2016 in a series of meetings held behind closed doors in keeping with the terms in a non-binding letter of intent that the deal would not be disclosed to the public without the consent of the both the museum and the town.

Meanwhile, the multiple properties owned by the town of St. Michaels came under greater scrutiny as the need to build a new town office arose.

The town’s government office had been determined to be too small for its functions and too expensive to renovate, and the police station also had major problems and needed to be renovated or replaced.

The commissioners began considering properties for a new town office, appointing committees and architectural firms to conduct studies.

They even purchased a parcel on Boundary Lane for $200,000, indicating the town office would go there. Eventually, it was decided that the property was not suitable.

A building lot on Fremont Street ultimately was chosen for the new town office, even though it was too small. The commissioners created a special ordinance that got around the parking requirements to make it work.

But throughout the long process of choosing a site, the large parcel of town property that the maritime museum was trying to acquire was turned down through a system of voting or abstaining from voting consistently by three of the five commissioners. They cited a wide variety of reasons. Boos was one of the three.

Residents of St. Michaels had varying opinions on locations for the town office. Some agreed with the three commissioners, but a contingent eventually arose that wanted the large parcel to be studied as a suitable location.

Boos owned and operated St. Michaels Yacht Sales up until about 2017, when he sold it to Curtis Stokes & Associates Yacht Brokerage. After the sale, he became the Delmarva regional manager of Curtis Stokes, managing the office and working as an independent contractor selling boats.

The museum began an exclusive contract with Curtis Stokes to broker luxury yachts and other boats in its boat donation program in November 2018.

Boos became aware of issues of potential conflict of interest and petitioned the St. Michaels Ethics Commission for an advisory opinion in December 2018.

He said he had sent an email to Curtis Stokes, stating he would decline all maritime museum listings and could not be paid in any way that was associated with the museum.

The ethics commission cleared him of conflict of interest according to those facts.

His request of the commission was for an advisory opinion only. Its conclusions were announced Jan. 17, 2019, only a few days after the subject was brought up by members of the public at the regular town legislative meeting on Jan. 10.

At that town meeting, Jan. 10, 2019, for the first time, more than one resident suggested the appearance of conflict of interest could be present among the three commissioners who consistently nixed using the large parcel for a town office, police station or both.

All three commissioners had business, employee or other connections to the maritime museum. Eventually, the two other commissioners were cleared of conflict of interest ,along with Boos.

Around this time, a group of citizens calling themselves the St. Michaels Action Committee LLC became active. The chief contact for the group is St. Michaels resident John Novak, with members Sue Ann Raring, David Breimhurst, Karen Wald, Marie Martin, Aida Trissell and others.

The nonprofit committee has tried to address several issues since it has been formed, particularly those of communication and transparency surrounding the commissioners of St. Michaels.

Not satisfied with the ethics commission’s conclusions, SMAC filed a request for a new hearing with the commission on April 10, 2019, this time asking the commission to address the matter as a complaint rather than an advisory opinion.

The complaint alleges Boos violated his duty as a commissioner by continuing to vote on matters involving the Chesapeake Bay Maritime Museum while involved in a business relationship with the museum, specifically citing violations of the rules of Section 22-5(D) and Section 22-5(A) of the St. Michaels Ethics Ordinance.

Section 22-5(D) states that “no town official, town inspector or town employee shall hold any outside employment relationship that would impair their partiality or independence of judgement.”

Section 22-5(A) states that “no town official, town inspector or town employee shall participate on behalf of the Town in any matter which would, to their knowledge, have a direct financial impact, as distinguished from the public generally, on them, their spouse or dependent child, or a business entity with which they are affiliated.”

Part of the complaint centers on an email dated Oct. 16, 2018, from CBMM President Kristen Greenaway to Boos in which she said she would like to discuss a brokerage issue with him.

That would have been about one month before Curtis Stokes went under contract to be an exclusive seller of luxury yachts and boats for the maritime museum.

The complaint alleged Boos was invited to negotiate on behalf of Curtis Stokes with the museum, and he failed to disclose the relationship to the town and public.

The complaint states that the relationship, if true, would disqualify Boos from considering any town matters in which the museum has an interest.

The complaint alleges Boos participated in discussions and votes regarding the location of the town hall while he was employed by Curtis Stokes, and his employer’s relationship with the museum would have prevented him from doing anything that might frustrate the museum’s efforts.

SMAC alleged that from the point Curtis Stokes entered the agreement with the museum on Nov. 30, 2018, “Boos had an obligation to recuse himself on any deliberations or decisions on matters in which the CBMM (or Curtis Stokes & Associates) had an interest.”

The group also said it felt the votes Boos had made regarding the town office and relating to the large parcel in question on Oct. 17, 2018, Nov. 14, 2018, and Feb. 13, 2019, should be declared null and void.

On April 25, 2019, the St. Michaels Ethics Commission met with its attorney and Town Manager Jean Weisman in a closed hearing to consider SMAC’s complaint. No one else was given notice of or was allowed at the hearing.

On May 1, 2019, the St. Michaels Ethics Commission issued a written decision in which it dismissed SMAC’s complaint, saying Boos had not violated Sections 22-5(D) and 22-5(A).

The ethics commission also advanced the claim that SMAC had no statutory right to appeal its decision, a claim that eventually was overturned by the Talbot County Circuit Court.

SMAC filed an appeal to Talbot County Circuit Court on May 31, 2019.

In ts appeal, SMAC stated (count 1) it believed the St. Michaels Ethics Commission improperly resolved factual issues when it summarily dismissed SMAC’s complaint.

In count 2, SMAC pointed out that the ethics commission appeared improperly to rely on the records given to it in Boos’ previous advisory opinion, which were only supplied by Boos and were misleading and incomplete.

In count 3, it alleged the ethics commission improperly considered SMAC’s complaint during a closed session attended by a non-member, without any notice to SMAC or opportunity for SMAC to present evidence or testify.

In count 4, SMAC suggested the attorney-client privilege appeared to be waived because of the commission receiving legal advice in the presence of a nonmember, then including much of that advice in its motion to dismiss.

In count 5, SMAC said the ethics commission appeared to apply too narrow a view of the definition of “affiliate” as it appears in the town’s Ethics Ordinance Section 22-5(A) and did not fully consider Boos’ relationship with Curtis Stokes.

The Talbot County Circuit Court upheld all five counts of SMAC’s complaint and called for a reversal of the St. Michaels Ethics Commission’s motion to dismiss.

The court also pointed out several inconsistencies in the ethics commission’s methods of determination and ambiguous sets of standards.

The court documents state that because of its reliance on its attorney “the ethics rules constitute an abdication of the Ethics Committee of its statutory responsibility to determine Complaints by leaving the analysis and findings to Counsel.”

“The Ethics Commission’s Rules not only fail to comply with its statutory mandate, they set up standards that are so confusing that the complainant cannot be reasonably assured of the process that will be used,” the documents stated.

The documents stated that the ethics commission’s basing its decision on facts presented in the previous advisory opinion rather than the complaint was “inappropriate.”

“The failure to grant SMAC an evidentiary hearing that would allow it to call witnesses, produce evidence and cross examine other witnesses was an abuse of discretion,” the documents stated.

As for the presence of a nonmember at the closed hearing, the ethics commission’s attorney asserted that Town Manager Jean Weisman is an ex officio member of the ethics commission.

“This aspect of the Town Manager’s duties is not found in the Charter or Code of the Town of St. Michaels,” the Talbot court documents stated, noting that the code states the ethics commission is composed of three people and there is no mention of any ex officio members. The job description of the town manager also does not mention being an ex officio member of any of the town’s boards.

“It should be clear what Ms. Weisman’s role is,” the court documents stated. “She cannot participate as an ex officio member of the Ethics Commission.”

The court stated that the ethics commission’s methods to claim that SMAC had no right to appeal was “erroneous.”

“It is incumbent the Ethics Commission to hold a hearing, place witnesses under oath, record the proceedings, permit the presentation of evidence by all interested persons and to allow for reasonable cross examination of witnesses,” the court documents stated. “Instead of following its statutory mandate to make a determination, the Ethics Commission has, in essence, abdicated its responsibility to the Town Attorney.”

“The Court’s interest is that those mechanisms of government that are designed to protect the people be observed,” the court documents stated. “A full hearing protects all concerned, including, and perhaps especially, Commissioner Boos.”

Kehoe reversed the decision and called on the ethics commission to hold another hearing in accordance with Talbot County Circuit Court.

“The Circuit Court ruling in our favor is, above all else, a victory for every citizen of Town of St. Michaels,” SMAC said in a statement issued after the decision. “It reaffirms our belief that transparency and accountability in local government really do matter.”

“It also makes clear we have a broken ethics code in St. Michaels that needs to be fixed if our elected officials are to be held accountable,” the statement said.

“SMAC looks forward to a hearing on the merits before the Ethics Commission,” John Novak said, speaking for SMAC.

The St. Michaels Ethics Commission is composed of Sidney Davenport-Trond, John Hunnicutt and Peter Hartjens.

The next legislative meeting of the of St. Michaels commissioners at 6 p.m. Tuesday, Jan. 14, in the town office on Mill Street.

Follow me on Twitter @chrisp_stardem. Email me at cpolk@stardem.com.

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