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HomeMy WebLinkAbout862 ManceSTATE ETHICS COMMISSION 308 FINANCE BUILDING HARRISBURG, PENNSYLVANIA 17120 In re: Thomas Mance : File Docket: 87 -055 -C : Date Decided: September 15, 1992 : Date Mailed: September 18, 1992 Before: James M. Howley, Chair Daneen E. Reese, Vice Chair Roy W. Wilt Austin M. Lee Allan M. Kluger The State Ethics Commission received a complaint regarding a possible violation of the State Ethics Act, No. 170 of 1978, P.L. 883. Written notice, of the specific allegation(s) was served at the commencement of _the investigation. A Findings Report was issued and served, upon completion of the investigation, which constituted the Complaint by the Investigation Division. An Answer was filed and a hearing was held. The record is complete. This adjudication of the Commission is hereby issued which sets forth the individual Allegations, Findings of Fact, Discussion, Conclusions of Law and Order. This adjudication is final and will be made available as a public document fifteen days after issuance. However, reconsideration may be requested which will defer public release of this adjudication pending action on the request by the Commission. A request for reconsideration, however, does not affect the finality of this adjudication. A reconsideration request must be received at this Commission within fifteen days of issuance and must include a detailed explanation of the reasons as to why reconsideration should be granted in conformity with 51 Pa. Code 52.38. The files in this case will remain confidential in accordance with Section 8(a) of Act 170 of 1978 during the fifteen day period and no one unless the right to challenge this Order is waived, may violate confidentiality by releasing, discussing or circulating this Order. However, confidentiality does not preclude discussing this case with an attorney at law. Any person who violates confidentiality of the Ethics Act is guilty of a misdemeanor subject to a fine of not more than $1,000 or imprisonment for not more than one year, 65 P.S. 409(e). Mance, 87 -055 -C Page 2 z. ALLEGATION: That Thomas Mance, a member of the North Huntingdon Township Municipal Authority, violated Section 3(a) of the Ethics Act which prohibits a public employee's or public official's use of office or confidential information gained through that office to obtain financial gain, when he voted to appoint himself as an authority officer and then voted to set the salary for this position; and That Thomas Mance, a member of the Western Westmoreland Municipal Authority, violated Section 3(a) of the Ethics Act which prohibits a public employee's or public official's use of office or confidential information gained through that office to obtain financial gain, when he voted to set his salary in 1986 and 1987 as a board member of the Wetern Westmoreland Municipal Authority. II. FINDINGS: A. PLEADINGS: 1. Thomas Mance served as a member of the North Huntingdon Township Municipal Authority. a. He has served in this position since 1976. 2. The North Huntingdon Township Municipal Authority was created pursuant to the Pennsylvania Municipality Authorities Act of 1945. a . The Authority was created in 1946 for the purpose of acquiring, holding, constructing, improving, monitoring, operating, owing and leasing either as lessee or lessor, water works, water supply_ works and water distribution systems in the township. b. In 1987, the articles of incorporation were amended to include as a purpose of the Authority the construction and operation of refuse disposal facilities, steam production facilities and electrical power generation facilities. c. There were originally 7 members on the board, but it was subsequently reduced to 5 members. d. All members of the Authority are appointed by the North Huntingdon Township Board of Commissioners. e. The primary function of the Authority was the construction and operation of a municipal sewer system. 3. The By -Laws of the North Huntingdon Township Municipal Mane, 87 -055 -C Page 3- Authority provided in part as follows: a. The members of the Authority shall constitute the Board of Directors of the Authority. A majority of the members shall constitute a quorum of the Board for the purpose of conducting the business of the Authority, and for all other purposes, and any and all action may be taken by vote of the majority of the members present, provided those present constitute a majority of the whole board b. The officers of the Board shall consist of a Chairman, a Vice - Chairman Secretary, Treasurer and Assistant Secretary and Treasurer, who shall perform the usual and customary duties of such officers. In case of the absence of any officer, the Board may appoint any other member of the Board to temporarily serve in his stead. The term of office of said officers shall be for the period of one (1) year or until their respective successors are elected. The annual election of officers shall be held on the first Thursday of February each year. c. The Chairman shall preside at all meetings of the Board and shall have general control over the affairs of the Authority, subject to the direction of the board form time to time. d. The Secretary shall keep a record of all votes and minutes of the meetings of the Board. He shall have the custody of all books, records and papers of the Authority. In the absence of the Secretary, the Assistant Secretary shall perform his duties. e. The Treasurer shall keep accounts of all moneys of the Authority received or disbursed, and shall deposit all moneys and valuables in the name and to the credit of the Authority in such banks, Trust Companies or Depositories, and in such accounts, as are required by law, and as the Board shall designate. The moneys in such accounts shall be paid out on the warrant or other order of the Chairman of the Authority, and such other person or persons as the Board may from time to time authorize to execute such warrants or orders. In the absence of the Treasurer, the Assistant Treasurer shall perform his duties. 4. Minutes of the North Huntingdon Township Commission meetings indicate the following in relation to the appointment of authority members: a. December 10, 1980: ce, 87 -055 -C Page 4 Motion by Mr. Abbot, seconded by Gross, to appoint Thomas B. Mance to the North Huntingdon Township Municipal Authority for a term of five years. Motion carried 7 -0. Motion by Mr. Abbott, seconded by Batley, to appoint Donald Rhodes to the Authority for a term of 5 years. Motion carried 5 -2; Mr. Hagan and Mr. McCabe voting no. b. January 17, 1981: Motion by Mr. Gross, seconded by Mr. Abbott, that Mr. Mance and Mr. Rhodes be appointed to full five year terms on the Authority. Motion carried 7 -0. c. January 4, 1982: Motion by Tempero, seconded by Abbott, to appoint Terry Koelsch and Robert Rebottini to full five year terms on the North Huntingdon Municipal Authority. Motion carried 7 -0. d. January 6, 1986: Motion by Beeler to appoint Mr. Mance to the North Huntingdon Township Municipal Authority. Motion carried 5 -0; Mr. Tempero and Mr. Gross voting no. Motion by Beeler, seconded by Batley, to appoint Elias P. .Abbott to the - North Huntingdon Municipal. Authority. Motion carried 4 -2 -1; Mr. Gross and Mr. Tempero voting no, and Mr. Abbott abstaining. January 14, 1987: Motion by Hagan that Mr. Koelsch be appointed to the North Huntingdon Township Municipal Authority. Motion carried 6 -1; Mr. Gross voting no. f. Motion by Mr. Ludwicki, seconded by Batley, to appoint John Abraham to the North Huntingdon Township Municipal Authority. Motion carried 4 -3; with Mrssers. Tempero, Gross and Beeler voting no. 5. Minutes of the North Huntingdon Township Municipal Authority meetings indicate the following: a. December 4, 1979: Motion by D. Zontek, seconded by T. Koelsch, to increase all board members expense reimbursement to $125.00 each due to the reduction of the board to five members and the Manse, 87 -055 -C Page 5 additional time that will be spent in trying to strengthen the total overall operation of the Authority. L. Barefoot stated that the Authority is not authorized to establish the expense account amount; it must first go to the Commissioners. He noted that at the last PMAA Conference, Solicitor Markos stated that authorities are not allowed to fix the amount of their expense accounts: c. January 14, 1980: VOTE: L. Barefoot - Abstain J. McKeever - Nay T. Koelsch - Aye T. Mance - Abstain D. Zontek - Aye D. Kelly - Nay Motion Failed. b. January 7, 1980: M. Zontek motioned, Mr. Koelsch seconded, to advise the expense allowance of each board member to $100.00 each beginning with the month of January 1980, for uniformity. The motion was passed three ayes; no nay's; one abstention (Mr. Mance). Members Koelsch, Zontek and Mance were present, and the board voted unanimously (5 -0) to pay the bills which included the Authority members' salary of $530.00. d. September 25, 1980: Motion by D. Zontek, seconded by T. Mance, that effective October 1, 1980, there will be no prepayment of expenses. No funds will be given to a board member until an expense voucher has been submitted. There will be no minimum or maximum on the allowed expenses. Mr. McKeever stated that there is no longer a set amount for expenses. Motion carried 4 -0. e. November 10 1980: The board, on a motion by Zontek, seconded by Mance, voted to approve the expense reports as submitted by the board . members and reimburse the board for these expenses that motion was passed 4 -0. ( Koelsch was also present.) f. December 8, 1980: Mance, 87 -055 -C Page 6 g. January 19, 1981: Present were Koelsch, Mance, Zontek and new board member, Rhodes. Mr. Zontek made a motion, seconded by Mr. Koelsch, to approve the expenses of the board members and to reimburse the members for expenses. That motion was passed unanimously 5 -0. h. February 9, 1981: Motion by T. Mance, seconded by T. Koelsch, to nominate Daniel Zontek as Chairman, Terry Koelsch as Vice Chairman, Thomas Mance as Secretary and Donald Rhodes as Treasurer... Motion carried 3 -0. (Rhodes was absent.) Motion by T. Koelsch, seconded by T. Mance, to reimburse board members for expenses for January. Motion carried 4 -0. i. March 9, 1981: Board members and respondents Zontek, Koelsch, Mance, Rhodes and Rebottini were present. A motion was made by-:r Koelsch, seconded by Mance, to approve the expenses submitted by the board members. That passed unanimously 5 -0. Mr. Koelsch made a motion, seconded by Mr. Rebottini, to direct the solicitor to ;. Prepare _ ..a resolution to pay the officers of the North Huntingdon Township Municipal Authority a salary of $200.00 per month, effective immediately. That motion was passed 5- 0. . February 8, 1982: Members Zontek, Koelsch, Mance and Rhodes were present. The board elected officers as follows: j Mr. Zontek motioned, Mr. Koelsch seconded, to approve the current expenses of the Authority board members and to reimburse the board for these expenses. The vote four ayes; no nays; one abstention (Mr. McKeever). Motion carried. (Mance was also present.) Daniel Zontek - Chairperson Terry Koelsch - Vice Chairperson Thomas Mance - Secretary Donald Rhodes - Treasurer Robert Rebottini - Assistant Secretary /Treasurer All appointments were affirmed by votes of 4 -0. 11 4401., 87 - 055 - Page 7 Mrs. Rhodes made a motion, seconded by Mr. Koelsch, to pay the bills including officers' wages in the amount of $1,000.00. That motion passed 4 -0. k. April 13, 1982: Members Rhodes, Koelsch, Rebottini, Mance and Zontek were present. Motion by Koelsch, seconded by Rhodes, to adopt Resolution Number 9, as to five officer positions and fixing a salary of $250.00 per position. The positions are chairman, vice chairman, secretary, treasurer, assistant secretary /treasurer. Motion carried 5 -0. 1. September 21, 1982: With all members of the board present, Mr. Mance made a motion, seconded by Rebottini, that the board members, Zontek and Koelsch, who attended the PMAA Convention, be compensated for lost wages in the amount of $100.00 per day. That passed 5 -0. m. May 11, 1982: Members Koelsch, Mance, Rhodes and Rebottini were present. Motion by Rhodes, seconded by Mance, to pay bills including officers' wages of $1,250.00. n. October 12, 1982: Mr. Zontek, Mr. Rhodes and Mr. Rebottini were present; Mr. Koelsch and Mr. Mance were absent. Mr. Rhodes motioned to pay the bills, seconded by Mr. Rebottini. The bill list contained an amount for officers' wages of $1,250.00 and lost wages for board of directors in the amount of $600.00. That motion passed unanimously with Mr. Zontek voting to pay his own loss wages. o. November 9, 1982: Motion by Rhodes, seconded by Mance, to pay bills including officers' wages at $1,250.00. Motion carried 5 -0. P• January 11, 1983: All members present. The board elected officers as follows: D. Zontek - Chairman R. Rebottini - Vice Chairman D. Rhodes - Treasurer Manse, 87 -055 -C Page 8 g. s . June 14, 1983: T. Mance - Secretary T. Koelsch - Assistant Secretary /Treasurer All nominations were affirmed 5 -0. Rebottini made a motion, seconded by Mr. Mance, to increase the officers' salaries from $250.00 a month to $300.00 a month. The motion passed 4 -0 with Mr. Rhodes voting nay. Mr. Rebottini then made a motion, seconded by Mr. Mance, to have the solicitor prepare a resolution to validate the forgoing motion which motion was passed 5 -0. February 8, 1983 Members Zontek, Rhodes, Mance and Koelsch were present. Motion by Rhodes, seconded by Koelsch, to approve payment of bills including officers' wages of $1,250.00. Motion carried 4 -0. r. May 10, 1983: Members Zontek, Rhodes, Mance and Koelsch were present. Motion by Rhodes, seconded by Mance, to approve payment of bills including officers' wages of $1,500. Motion carried 4 -0. Members Zontek, Rhodes and Mance were present. Motion by Rhodes, seconded by Mance, to approve payment of bills including officers' wages of $1,500.00. Motion carried 3 -0. t. Decem 13,.1983 With all board members being present (Zontek, Rebottini, Rhodes, Koelsch and Mance), Mr. Rhodes made a motion, seconded by Mr. Mance, to approve the bills payable list. That list contained $1,500.00 for officers' salaries and $1,457.00 for medical expenses and medical examinations, which included some medical expenses and medical examinations for certain board members. The Authority had a standing policy that all employees and officers undergo periodic physicals due to exposure to untreated and treated sewage. That motion was passed unanimously 5 -0. u. January 12, 1984: All members present. An election of officers was Manse, 87 -055 -C Page 9 conducted with results as follows: Terry Koelsch - Chairman Robert Rebottini - vice Chairman Donald Rhodes - Treasurer Thomas Mance - Secretary Daniel Zontek - Assistant Secretary /Treasurer All nominations were affirmed 5 -0. Committee chairs were appointed as follows: v. April 12, 1984: With all five officers present, Mr. Rhodes made a motion, seconded by Rebottini, to approve the bills payable list which included board of directors lost wages in the amount of $235.00 and officers' salaries in the amount of $1,500.00 relating to attending management workshops sponsored by the PMMA and other groups. Motion was passed unanimously. w. June 14, 1984: With all five officers present, Mr. Rhodes made a motion, seconded by Mr. Mance, to approve the bills payable list which included officers' salaries in the amount of $1,500.00. Motion passed unanimously 5 -0. x. September 13, 1984: With all five officers present, Mr. Rhodes made a motion, seconded by Mr. Rebottini, to approve the bills payable list which included officers' salaries in the amount of $1,500.00. That bill was passed unanimously 5 -0. y. October 11, 1984: Mr. Rhodes made a motion, seconded by Mr. Zontek, to approve the bills payable list which included board of directors' loss wages in the amount of $519.75 and officers' salaries in the amount of $1,500.00 for attending the annual convention sponsored by the PMMA. Motion was passed unanimously 5 -0. z. January 10, 1985: D. Rhodes - Finance R. Rebottini - Human Resources D. Zontek - Project T. Mance - Health & Safety Sa{:ce,, 87 -055 -C Page 10 All members were present. An election of officers was conducted with results as follows: Robert Rebottini - Chairman Daniel Zontek - Vice Chairman Thomas Mance - Secretary Donald Rhodes - Treasurer Terry Koelsch - Assistant Secretary /Treasurer aa. June 13, 198: All members were present. Motion by Mr. Zontek, seconded by T. Koelsch, that any board member that chooses to go in a convention be reimbursed at a rate of $90.00 a day plus the cost of transportation and lodging. Mr. Mance questioned what the $90.00 was for. Mr. Zontek indicated it was for food and other expenses. Mr. Kaminski indicated that it was for lost wages. Mr. Zontek stated that they should not call it lost wages. The motion was amended to indicate that the reimbursement was $90.00 a day for services rendered plus the cost of hotel and travel. Solicitor Myers stated that this might be considered a salary. He would have to research it. The motion was passed 5 -0 contingent upon the solicitor's recommendation. > b. 3ul 1 . . _ Members Rebottini, Rhodes and Mance were present. Motion by Rhodes, seconded by Mance, to pay bills including officers' salaries of $1,500.00. Motion carried 3 -0. cc. September 12, 1985: All members were present. Motion by Zontek, seconded by Rhodes, that the board members coordinate, through Mr. Zontek if they want to attend the Water Pollution Control Federation Conference on October 6, 7, 8 and 9, 1985 in Kansas City with all expenses reimbursed to board members along with any lost wages up to $90.00 per day. Mr. Mance questioned the lost wages and whether it was legitimate for the Authority. The solicitor answered it will have to be documented the same as it has been in the past. That motion passed 4 -0. dd. Qctober 10, 1985 With all five members of the board present, Mr. Rhodes made a motion, seconded by Mr. Mance, to approve the Mass 87 -055 -C Page 11 bills payable list which included conferences in the amount of $1,808.68; board of directors lost wages in the amount of $270.00; officers' salaries in the amount of $1,500.00. That motion was passed unanimously 5 -0. ee. December 12, 1985: Members Rebottini, Zontek, Rhodes and Mance were present. Motion by Rhodes, seconded by Mance, to approve payment of bills including officers' salaries of $1,500.00. ff. January 9, 1986: gg• Members present were Rebottini, Zontek, Koelsch and Mance. New member, Elias Abbott (Vice Rhodes) was absent. The election of officers was held with the results as follows: Daniel Zontek - Chairman Terry - Vice Chairman Thomas Mance - Secretary Elias Abbott - Treasurer Robert Rebottini - Assistant Secretary /Treasurer Motion by Koelsch, seconded by Mance, that the elected officers of the Authority be compensated in accordance with Resolution No. 1 of 1983. Motion carried 4 -0. August 14, 1986 : - , With all board members being present, Mr. Koelsch made a motion, seconded by Mr. Mance, that the members and staff of the Authority board be authorized to attend the Pennsylvania Municipal Authority Association Conference in Lancaster, Pennsylvania on August 24 - 27, 1986. Mr. Koelsch further moved that each board member attending shall be reimbursed for the cost of registration lodging, meals, travel and expenses incurred at the conference. In addition, each member was to be reimbursed up to $90.00 a day for lost wages or earnings from his regular employment for attending the annual convention sponsored by the PMMA, and all expenses and wages lost shall be submitted on the standard expense form for reimbursement. That motion passed 5 -0. hh. September 11, 1986: With all officers being present, Mr. Abbott made a motion, seconded by Mr. Rebottini, to approve the bills payable list which included conference expenditures in the amount of $2,140.29 and officers' salaries in the Mance, 87 -055 -C Page 12 amount of $1,500.00, the vote was 5 -0, and the motion carried. ii. October 16, 1986: With all members being present, Mr. Abbott made a motion to approve the bills payable list; it was seconded by Mr. Mance, and the bills payable list included board of directors' lost wages in the amount of $450.00 and the officers' salaries in the amount of $1,500.00. That motion passed 5 -0 and was carried. jj. January 15, 1987: Members present were Zontek, Koelsch, Abbott, Mance and new member, John Abraham (Vice Rebottini). An election of officers was conducted with the following results: Daniel Zontek - Chairman Terry Koelsch - Vice Chairman Thomas Mance - Secretary Phil Abbott - Treasurer John Abraham - Assistant Secretary /Treasurer Mr. Zontek stated that a motion was needed to compensate any board members up to $90.00 a day for lost wages plus expenses for any trips relating to authority business. Mr. Koelsch made a motion, seconded by Mr. Abraham, to compensate any board members up to $90.00 'per "day - four lost wages plus expenses for authority related business. The vote on that was 5 -0, and the motion carried. Motion by Koelsch, seconded by Abraham, that the appointed officers be compensated at a rate of $300.00 a month. Motion carried 5 -0. kk. April 16, 1987: Mr. Zontek, Mr. Koelsch, Mr. Abbott and Mr. Abraham were present. Mr. Mance was absent. Mr. Abbott made a motion to approve the bills payable list which was seconded by Mr. Koelsch. The bills payable list included board of directors insurance in the amount of $6,581.00 and officers' salaries in the amount of $1,500.00. Motion carried 4 -0. 11. September 17, 1987: With all board members being present, Mr. Abraham made a motion to approve the bills payable list, and Mr. Abbott seconded that motion. The bills list contained a Mance, 87 -055 -C Page 13 conference expenditure of $1,000.00; board of directors insurance is $7,568.00; officers' salaries in the amount of $1,500.00; and medical expenses and medical examinations expenditures in the amount of $89.92. Motion was passed 5 -0. mm. October 2, 1987: Members Zontek, Koelsch, Abraham and Abbott were present. Mr. Zontek resigned as Chairman. John Abraham was appointed to that position. Mr. Zontek was appointed as Assistant Secretary /Treasurer. Mr. Abraham stated that he recommended that all committees be dismissed, because the Authority has a good staff. The board should be a board of directors. The managers will report directly-to the chairman. Any major problems will be directed to the board through the chairman. nn. October 15, 1987: With all five members of the board being present, Mr. Abbott made a motion, seconded by Mr. Koelsch, to approve the bills payable list. The list of bills payable included conference expenditures of $59.93; board of directors' lost wages in the amount of $270.00; officers' salaries in the amount of $1,500.00; and medical expense and medical examinations in the amount of $44.10. That motion was passed 5 -0. 00 . January 21, 1988: All members were present. An election of officers was held with the following results: John Abraham - Chairman Terry Koelsch - Vice Chairman Thomas Mance - Secretary Phil Abbott - Treasurer Daniel Zontek - Secretary /Treasurer Motion by D. Zontek, seconded by T. Koelsch, that all members that have been elected as board members of this Authority also be officers in holding the same position on the board with the same compensation as in the past. Motion carried 5 -0. pp. August 18, 1988: With all five board members being present, Mr. Mance was dance, 87 -055 -C Page 14 q q• removed as Secretary, and Mr. Zontek was made Secretary. Mary Louis Kaminski was nominated and appointed to fill the position left vacant by Mr. Zontek when she was made Assistant Secretary /Treasurer of the Authority. From that point on, Mr. Mance was not entitled to salary, according to the board members. On that same day, August 18, 1988, Mr. Mance motioned, seconded by Mr. Koelsch, that all members and officers of the North Huntingdon Township Municipal Authority forego their current salary of $300.00 effective September 1. Mr. Abraham stated that for the amount of time he puts in for the Authority, he does not feel it is feasible, and he is personally against it. Mr. Abbott stated that he thinks that is as low and disgraceful as anyone can be. Commenting on Mr. Mance's conduct, Mr. Zontek said that he feels that Mr. Mance questioned his personal integrity, and he objects to that, and he wants Mr. Mance to know publicly that he objects to that. The motion to have the board members forego their salary was defeated four votes nay; one vote aye, which was made by Mr. Mance. January 19, 1989: Mr. Zontek made a motion, and seconded by Koelsch, to nominate John Abraham for Chairman of the Board of the Authority. Motion carried 4 -0; with Mr. Mance abstaining. Mr. ° Zontek 'made - ` a motion, " by Mr : ` Koe is clf "` that"M' ' "` all Board members be elected to the same position as officers with the same compensation as in the past for the officers except for the assistant secretary/ treasurer. Motion carried 5 -0. 6. By way of letter dated March 9, 1983 to the North Huntingdon Township Board of Commissioners from Solicitor, Thomas P. Cole, III, the issue of the North Huntingdon Township Municipal Authority's creation of five officers for the five members and fixing compensation for service therein is addressed: a. Mr. Cole in part stated that: The resolution appears to mean that the officers are also the board members and since there are 5 board members and 5 officers, I am assuming for the purposes herein that they are one and the same. If the positions are with reference to board functions only, then the Authority Board is clearly out of line, because only the commissioners of the township can set the board members' salaries, see Mapce, 87 -055 -C Page 15 53 P.S.A., Section 309 B. Therefore, I am of the professional opinion that if the positions listed are Municipal Authority board members receiving $300.00 a month salary, then the Authority board was way out of line in the adoption of Resolution No. 1 of 1983 as it would be in violation of 53 P.S.A., Section 309 B. b. Mance challenges Cole's opinion asserting that Section 309 C does allow board members to appoint officers and fix the compensation for such positions. 7. The conclusion of Solicitor Cole outlined above was a reiteration of an opinion that he previously authorized and forwarded to the North Huntingdon Township Board of Commissioners by way of letter dated September 24, 1981. 8. The North Huntingdon township Board of Commissioners never authorized the payment of any salary or compensation to the members of the North Huntingdon Township Municipal Authority. 9. Thomas Mance was compensated for serving on the North Huntingdon Township Municipal Authority as follows: Date Amount 1982 $ 2,828.00 1983 3,550.00 1984 3,600.00 1985 3,600.00 1986 3,600.00 1987 3,600.00 1988 2,274.19 TOTAL $23,052.19 10. In addition to the regular monthly compensation paid to the Authority members, the Authority also compensated some members for lost wages incurred for attending conventions, seminars and other events for the Authority. a. Said lost wages payments were intended to compensate the members for wages lost from their regular employment. b. The payment of lost wages was the subject of Authority meetings. [See Finding 5(aa) (cc).] 11. Records of the North Huntingdon Municipal Authority indicate Inca, 87 -055 -C Page 16 no lost wage payments for Thomas Mance. 12. The Authority members were originally compensated in the form of expense payments. a. At first the payments were for a fixed rate with no relationship to actual expenditures. (See Finding 5A.) b. In 1980, the Authority decided to pay expenses only as actually incurred. (See Finding 5D.) c. Subsequent in 1982, the Authority members set a fixed compensation for all officers and appointed each member to an officer position. (See Finding 5K.) 13. The Municipalities Authority Act of 1945 provides in relevant part as follows: a. Members shall hold office until their successors have been appointed and may succeed themselves and, except members of the boards of authorities organized or created by a school district or school districts, shall receive such salaries as may be determined by the governing body or bodies of the municipality or municipalities, but none of such salaries shall be increased or diminished by such governing body or bodies during the term for which the member receiving the same shall have been appointed. 53 P.S. 5309 The board shall fix and determine the number of officers, agents and employees of the Authority and their respective powers, duties and compensation and may appoint to such office or offices any member of the board with such powers, duties and compensation as the board deem proper. 5B P.S. 5309 C. c. The Authority has the power: "To appoint officers, agents, employees and servants to prescribe their duties and to fix their compensation." 53 P.S. 5306 B(g). 14. The North Huntingdon Township Commissioners never fixed any compensation for the members of the Township Municipal Authority. 15. Thomas Mance served as an appointed member of the Western Westmoreland Municipal Authority. a. Mr. Mance served in this position from 1984 to 1989. b. Mr. Mance represents North Huntington Township on the Authority. b. mom, 87 -055 -C Page 17 16. The Western Westmoreland Municipal Authority was created pursuant to the Pennsylvania Municipality Authorities Act of 1945 by way of agreement of December 15, 1971 between various municipalities. a. The Authority was created to finance, acquire, construct and complete a joint municipal facility with the capacity of treating sewage and industrial wastes from residents who were located in the Lower Bush Creek project area. b. The municipalities comprising the Western Westmoreland Municipal Authority were: 1) North Huntingdon Township 2) Borough of Irwin 3) Penn Township 4) Borough of Manor 5) Hempfield Township 6) Borough of North Irwin c. The agreement between the above identified municipalities provides that the Authority was to consist of ten (10) members. Three appointed by North Huntingdon Township, two appointed by Irwin Borough, two appointed by Penn Township, and one each appointed by Manor Borough, North Irwin Borough and Hempfield Township. d . The terms of office for the first appointees were as follows: 1) Township of North Huntingdon - 5 Years, 3 Years, 1 Year 2) Borough of Irwin - 5 Years, 3 Years 3) Township of Penn - 4 Years, 2 Years 4) Borough of Manor - 4 Years 5) Borough of North Irwin - 1 Year 17. The by -laws of the Western Westmoreland Municipal Authority originally provided the following in relevant part: ARTICLE II - OFFICERS Section 1 - Officers: The officers of the Authority shall be a Chairman, a Vice Chairman, a Secretary, a Treasurer and an Assistant Secretary - Treasurer, to be elected from the members of the Board of the Mance, 87-055 -C Page 18 Authority. Section 2 - Chairman: The Chairman shall preside at all meetings of the Board of the Authority. Except as otherwise authorized by resolution of the Board of Authority, the chairman shall sign all contracts, deeds, and other instruments made by the Authority. At each meeting, the chairman shall submit such recommendations and information as he may consider proper concerning the business, affairs, and policies of the Authority. Section 3 - Vice Chairman: The vice chairman shall perform the duties of the chairman in the absence or incapacity of the chairman; and in case of the resignation or death of the chairman, the vice chairman shall perform such duties as are imposed on the chairman until such time as the Board of the Authority shall appoint a new chairman. Section 4 - Secretary: The secretary shall keep the records of Authority, shall act as secretary for the meetings of the Board of the Authority and record all votes, and shall keep a record of the proceedings of the Board of the Authority in a journal of proceedings to be kept for such purpose and shall perform all duties incident to his`' office. He shall ` keep `in safe custody`-' the seal of the Authority, and shall have power to affix such seal to all proceedings and resolutions of the Board of the Authority and to all contracts and instruments authorized to be executed by the Authority. Section 5 - Treasurer: The treasurer shall have the care and custody of all funds of the Authority and shall deposit the same in the name of the Authority in such bank or banks as the Board of the Authority may select. The treasurer shall sign all orders and checks for the payment of money, and shall pay out and disburse such moneys under the direction of the Board of the Authority. Except as otherwise authorized by resolution of the Board of the Authority, all such orders and checks shall be countersigned by the chairman. He shall keep regular books of accounts showing receipts and expenditures, and shall render to the Board of the Authority at each regular meeting (or more often when requested) an account of his transactions and also of the financial condition of the Authority. He shall give such bond for the faithful performance of his duties as the Board of the Authority may determine and pay for. Manse, 87 -055 -C Page 19 Section 6 - Assistant, Secretary /Treasurer: The assistant secretary /treasurer shall perform all duties of either the secretary or treasurer in the absence or incapacity of the secretary or treasurer, the assistant shall perform such duties as are imposed upon such deceased or resigning secretary or treasurer until such time as the Board of the Authority shall appoint a new secretary or treasurer. Section 7 - Additional Duties: The officers of the Authority shall perform such other duties and functions as may from time to time be required by the Board of the Authority or the by -laws or rules and regulations of the Authority. Section 10 - Additional Personnel: The Authority may from time to time employ such personnel as it deems necessary to exercise its powers, duties and functions, as prescribed by the Municipality Authorities Act of 1945, as amended, of Pennsylvania, and all other laws of the Commonwealth of Pennsylvania, applicable thereto. The selection and compensation of such personnel shall be determined by the Board of the Authority subject to the laws of the Commonwealth of Pennsylvania. ARTICLE V - AMENDMENTS Section 1 - Amendments to By -Laws: The by -laws of the Authority (with the exception of any matters that are governed by the Articles of Incorporation) shall be amended only with the approval of at least six (6) of the members of the Board of the Authority at a regular or special meeting; provided that the amendment has been submitted in writing at a previous regular or special meeting. 18. The above by -laws were subsequently amended by Authority board members. (See Finding No. 21(d].) 19. As a result of such amendment, six additional officer positions were created bringing the total number of offices to ten; one position for each board member. (See Finding No. 21[c].) 20. On July 1985, by way of Resolution Number 47, the Penn Township Board of Commissioners on motion of Mr. Cortazzo, seconded by Mrs. Painter, reappointed Robert Borgo and Joseph Mahkovec to the Board of the Western Westmoreland Municipal Authority. Musa, 87 -055 -C Page 20 21. Minutes of the North Irwin Borough Council meetings indicate the following regarding the appointment of a representative to the Western Westmoreland Municipal Authority: a. January 3, 1984: Mr. Cannata made a motion to appoint Robert Zentner as the borough's representative to WWMA for a five year term. Kifer seconded; all agreed. b. December 12, 1988: Zontek made a motion to re- appoint all individuals whose terms are expiring, including Robert Zentner to WWMA, for five years. Seconded by Towier; with all members agreeing. 22. By way of letter dated December 8, 1986 to Robert W. Zentner, North Irwin Borough Council President, Leonard H. Santimyer, requests that Mr. Zentner offer a motion that the Authority eliminate the $150.00 monthly salary of Authority members. 23. By way of letter dated January 15, 1987 to Robert W. Zentner, From Leonard L. Santimyer, North Irwin Borough Council President, Mr. Santimyer expressed his appreciation of Mr. Zentner's motion at a December 17, 1986 WWMA board meeting to eliminate the salary of board meetings. 24. The members of the North Irwin - Borough Council never intended "� °- the position of borough representative to the Western Westmoreland Municipal Authority to be a compensated position. 25. Minutes of the meetings of the Irwin Borough Council indicate the following in relation to the appointment of a representative to the Western Westmoreland Municipal Authority: a. February 14, 1983: Mr. Cooper made a motion to appoint Roy Eiseman to the WWMA term to expire 12 /31/87. Seconded by Mr. Meredith; motion carried 6 -0. b. March 10, 1986: Mr. Rose made a motion to appoint Bernard H. Mulvihill as the Borough Representative to the WWMA term to expire 12/31/90. Seconded by Mr. Geiger; motion carried 5 -0. c. February 8, 1988: Ma ce, 87 -055 -C Page 21 Mr. Kaberer made a motion to appoint Roy Eisaman as the Borough Representative to WWMA term to expire 12/31/90. 26. The Irwin Borough Council has never taken any official action to approve compensation for the members of the Western Westmoreland Municipal Authority including the Representatives from Irwin Borough, Roy Eisaman an Bernard Mulvihill. 27. Minutes of the meetings of the Manor Borough council members indicate the following in relation to the appointment of Borough representatives to the Western Westmoreland Municipal Authority: a. February 5, 1986: Council unanimously appointed Mrs. Barbara Johnson as the representative to WWMA for four years. The secretary was instructed to notify WWMA of this decision. b. Mav 7, 1986: Barbara Johnson's appointment was made incorrectly; Ms. Johnson is appointed until 12/31/86 (not to a 4 year term as previously reported). c. October 1, 1986: Barbara Johnson reports that a tentative agreement with WWMA and the Personnel Committee has been reached. WWMA board members will be receiving $150.00 per month compensation for their services. WWMA is trying to define the interceptor and carrier lines in all municipalities. d. January 7, 1987: Due to the expired term of Barbara Johnson, as the Borough Representative to the WWMA, council unanimously appointed Mr. John Heffner to the WWMA effective immediately for a four year term. The secretary was instructed to notify WWMA of the appointment. 28. Manor Borough Council never took any official action in regard to approving compensation for the members of the Western Westmoreland Municipal Authority including the Representatives from Manor Borough, Barbara Johnson and John Heffner. 29. Minutes of the Hempfield Township Board of Supervisors indicate that on December 31, 1976, the supervisors use, 87 -055 -C Page 22 unanimously adopted Ordinance Number 71 -29: a. The ordinance signified the desire and intention of the township to organize a joint authority under the Municipality Authorities Act of 1945 to be known as the Western . Westmoreland Municipal Authority; appointing members to the authority board; and setting further the proposed articles of information. b. The following individuals were identified in the ordinance as the WWMA board members: Name Edward J. Klotz Robert T. Lindsay Joseph Manvele John R. Stude Bainey Slotnick Raymond Taylor Donald G. Schirer Robert L. Rebottini Kenneth J. Attman John McKeever Municipality Term North Huntingdon Penn Irwin Penn Irwin N. Irwin Hempf ield North Huntingdon Manor North Huntingdon 1 2 3 4 5 1 2 3 4 5 30. Minutes of the Hempfield Township Board of Supervisors indicate that on February 14, 1972, the supervisors unanimously adopted Ordinance Number 72 -1: a. This ordinance was similar to Ordinance 71 -29. 31. Minutes of the Hempfield Township Board of Supervisors meeting of March 3, 1980 indicate that Mr. Don Ewing was appointed to fill a vacancy on the Western Westmoreland Municipal Authority. 32. The Hempfield Township Board of Supervisors never took any action to approve compensation for the members of the Western Westmoreland Municipal Authority including the representatives of Hempfield Township. 33. Minutes of the meetings of the North Huntingdon Township Commissioners indicate the following in relation to the appointment of representatives to the Western Westmoreland Municipal Authority: a. January 9, 1980: Present: Gross, McCabe, Hagan, Batley, Beatty, Abbott and Tempera }ce, 87 -055 -C Page 23 A resolution of the North Huntingdon Township Commissioners in regard to the appointment of a North Huntingdon Township Municipal Authority Board Member to the Board of the Western Westmoreland Municipal Authority - recommended to the Board of Commissioners that Daniel E. Zontek be appointed to the next available position on the Board of the Western Westmoreland Municipal Authority to be filled by a representative from the Township of North Huntingdon. Mr. Tempero, a Commissioner, states: With reference to the Western Westmoreland Municipal Authority, and due to the fact that Mr. Donald Glenn has not been attending meetings and in fact has missed almost every meeting since his appointment to the Authority, the Chair will entertain a motion that his seat on the Western Westmoreland Municipal Authority be made vacant by the removal of Mr. Donald Glenn for cause, and a new member be appointed to fill the vacancy for the unexpired term. That motion passed and was immediately followed by a motion by Mr. Batley, seconded by Mr. Abbott, to the effect that Mr. Zontek be appointed to the Western Westmoreland Municipal Authority Board to fulfill the unexpired term of Mr. Donald Glenn. That motion carried 7 to 0. b. September 10, 1980: Present: Gross, McCabe, Hagan, Batley, Beatty, Abbott and Tempero A letter from a Mr. Daniel E. Zontek, which states, effective immediately, I am resigning from the Western Westmoreland Municipal Authority. At the time I accepted this appointment, the commitment on my time was such that I could not devote the necessary time to effectively represent the township on this Authority. Business commitments and family commitments have prevented me from fulfilling this obligation. There was then a motion by Mr. Abbott, seconded by Mr. Batley, to accept the resignation of Mr. Zontek from the Western Westmoreland Municipal Authority, effective immediately. Motion carried, 6 -0. c. January 3, 1984: A motion by Mr. Batley, seconded by Mr. Abbott, to appoint Mr. Thomas Mance to the WWMA for a five year term. Ayes: Tempero, Gross, Hogan, Batley, Ludwicki, Abbott },cam, 87 -055 -C Page 24 d. June 13, 1984: A motion by Mr. Tempero, seconded by Mr. Ludwicki, to appoint Donald Rhodes to fill the unexpired term of John McWalter on WWMA. Ayes: Tempero, Beeler, Hogan, Batley, Ludwicki, Abbott and Pointer e. January 9, Present: Abbott and and Beeler 1985: Tempero, Beeler, Hagan, Batley, Ludwicki, Painter A motion by .Mr. Abbott, seconded by Mr. Ludwicki, to appoint Mr. Zontek to the Western Westmoreland Municipal Authority for the term that expires December 31, 1987. Motion carried, 7 -0. f. January 6, 1986: Motion by Abbott, seconded by Ludwicki, to nominate Terry L. Painter to the WWMA for a five year term. Ayes: Hagan, Batley, Ludwicki, Abbott and Beeler No - Tempero add Grciss January 4, 1988: Present: Tempero, Furlin, Huberle, Batley, Ludwicki, Abbott and Hagan A motion by-Mr. Batley, seconded by Mr. Abbott, that Mr. Zontek be appointed to a five year term on the Western Westmoreland Municipal Authority. That motion carried 6 to 1 with Mr. Tempero voting no. h. June 12, 1990: Present: Tempero, Furlin, Phillips, Batley, Krause, Abbott and Auberle Appointment to the Western Westmoreland Authority: Mrs. Petrosky stated that this item was to fill the vacancy created by the resignation of Mr. Zontek to the Westmoreland Municipal Authority. Mr. Zontek's term would have expired on December 31, 1992. Mance, 87 -055 -C Page 25 34. Minutes of the Western Westmoreland Municipal Authority meetings indicate the following in relation to the instant situation: a. February 19, 1986: Mr. Mance nominated Mr. Zentner for Chairman; the motion carried unanimously. Terry Painter was nominated by Thomas Mance for Vice Chairman and that motion carried unanimously. Roy Eisaman nominated Samuel Heasley for the position of Treasurer and that motion carried unanimously. Mr. Eisaman nominated Barbara Balcerek for the position of Assistant Secretary - Treasurer; Mr. Mace nominated Barbara Johnson for this position. Discussion ensued. Board members Heasley, Mahkovec, Borgo, Eisaman, Ewing and Zentner voted for Mrs. Balcerek. Board members Zontek, Mance and Painter voted for Mrs. Johnson. Mrs. Balcerek is appointed to the position. Mr. Zontek presented his ideas on compensation to board members. A motion was made by Zontek, seconded by Painter, authorizing the solicitor to prepare a resolution to designate each member of the authority as an officer and compensation to them would be $150.00 a month. Mr. Mahkovec reminded the board members that this very thing had been done in the past, and there had been many visitors present at the meeting when a vote was taken for this compensation. A role call vote was taken, and a motion failed due to a five to five tie with the members voting as follows: Samuel Heasley - No Barbara Johnson - Yes Daniel Zontek - Yes Joseph Mahkovec - No Robert Borgo - No Thomas Mance - Yes Terry Painter - Yes Roy Eisaman - No Don Ewing - Yes Robert Zentner - Na b. Mav 21, 1986: Mr. Mahkovec was absent. Mr. Painter brought up the issue of board members being compensated. He stated that the dedication and services provided by the members should be justified by compensation. Mr. Snyder, the Solicitor, stated that the by -laws provide for five officers, the chairman, vice chairman, secretary, treasurer, and assistant secretary /treasurer. Mr. Snyder stated that the board members fall under the requirements of Section 309, Section 7, of the Municipal Authorities Act. This would have to be approved by all the municipalities for the Authority. In addition to that, in Mr. Snyder's opinion, it would be for the new members Mance,, 87 -055 -C Page 26 coming on at the end of the current term. It was noted that, approximately two years ago, there was a suggestion made that the by -laws be amended to make each of the committee chairmen officers in addition to the current officers. Mr. Snyder stated that he is not prepared to say unequivocally that compensation would pass legal challenge. Mr. Painter said that the vehicle for simplicity would be for .documentation that all board members would be officers. Mr. Painter asked the chair to entertain the motion to authorize the solicitor for the best recommendation for allowing officers and board members to be compensated. Mr. Mulvihill seconded the motion, and the motion carried unanimously. The second part of Mr. Painter's suggestion is the amount to be compensated. It was budgeted in 1984 for $100.00 a month. A motion was not forthcoming at this particular meeting. c. June 18, 1986: Mr. Mahkovec was absent. Mr. Snyder, the Solicitor, reported that a notice of the proposed by -laws change requested at the last meeting, along with correspondences, was included in a package of materials for the board. Mr. Snyder's by -laws amendment proposed that the officers of the authority shall be a chairman, a vice chairman, a secretary, a treasurer, and assistant secretary /treasurer, and the chairmen of each of the following committees: Personnel, Finance & Budget, Sludge Disposal, Insurance, Grounds & Maintenance, and Legal & Engineering Service. All of which, with the exception of the assistant secretary /treasurer, shall be members of the board of the Authority. No person shall hold more than one office. The by -laws further provide that the chair of the respective committees shall preside at all meetings of the respective committees and shall report the recommendations of the committee to the board of the Authority of action by the board. The by -laws further provide that officers of the Authority shall be compensated as the board of the Authority shall determine by resolution adopted at the annual meeting of the board subsequent to the election of the officers. The by -laws further provide that the officers as above identified shall be elected at the annual meeting of the board of the Authority and shall serve one year terms. d. August 20, 1986: Terry Painter made a motion to adopt the amendment to the by -laws of the Authority as drafted by the solicitor muse, 87 -055 -C Page 27 e. revising the definition of officers for the authority; motion was seconded by Daniel Zontek. Mr. Painter then withdrew his motion and made the following: A motion was made by Terry Painter, seconded by Daniel Zontek, to adopt the amendment of the by -laws as presented to the board by the solicitor as recorded in the minutes of the meeting of June 18, 1986 and included the amendment of December 1984. A roll call vote was taken and a motion passed by a vote of eight to one with Mr. Zentner voting no. A motion was then made by Terry Painter, seconded by Daniel Zontek, for offices to be compensated at a rate of $300.00 a month effective August 1986. A discussion ensued on this matter as to interpretation as to when this compensation could become effective. Mr. Zentner stated that according to the resolution read, by the assistant secretary /treasurer, the amount of compensation could not be set until after the February reorganization meeting. The chairman called for a roll call vote on a motion presented by Mr. Painter, and a motion passed the vote being._six yeas and 3 nays as follows: Bernard Mulvihill - Yes Barbara Johnson - Yes Robert Borgo - No Thomas Mance - Yes Robert Zentner - No Terry Painter - Yes Daniel Zontek - Yes Roy Eisaman - No Don Ewing - Yes September 17, 1986: A number of individuals present at the meeting questioned the board about the reasons for the compensation authorized for board members. Mr. Painter and Mr. Mahkovec were absent. A motion was made by Bernard Mulvihill, seconded by Robert Borgo, to rescind the original motion of compensation made at the August meeting and to change the amount of compensation to $150.00 a month retroactive to August 1, 1986. A roll call vote was requested, and a motion passed the vote being six yeas and two nays as follows: Bernard Mulvihill - Yes Barbara Johnson - Yes Daniel Zontek - No Robert Borgo - Yes Thomas Mance - No Roy Eisaman - Yes Don Ewing - Yes Robert Zentner - Yes At this time, Mr. Zontek and Mr. Mance changed their nay votes to yes votes, and the motion passes unanimously. f. November 19, 1986: Nance, 87 -055 -C Page 28 g • A motion to pay expenditures including board member compensation totaling was $1,295.10 (net) was made by Mr. Eisaman seconded by Mr. Borgo. The motion carried 8- 1 with Mr. Mulvihill being the opposing vote. 1) Mance asserts that the compensation was paid to Authority officers in accordance with the change in the by -laws and not as an Authority member. pecember 17, 1986: The absentee board member was Joseph Mahkovec. The chairman requested a motion to rescind the compensation to board members. A motion was made by Don Ewing, seconded by Roy Eisaman, to rescind the action made by this board to compensate the officers of this authority or board members at the rate of $150.00 per month and restrict such compensation to board members to reimbursable expenses. This motion will be effected January 1,. 1987. A roll call vote was taken, and the motion failed as follows: Bernard Mulvihill - No Barbara Johnson - No Daniel Zontek - No Robert Borgo - No Thomas Mance - No Terry Painter - No Roy Eisaman - Yes Don Ewing - yes Robert Zentner - Yes Febr8 $7 : A reorganization meeting of the Authority board was held. The following members were appointed to officer positions: Robert Zentner - Chair John Hoffner - Vice Chair Don Ewing - Secretary Roy Eisaman - Treasurer Barbara Balcerek - Assistant Secretary /Treasurer A motion was made by Painter, seconded by Eisaman, to set the compensation for board members serving as officers as provided by the by -laws at the rate of $150.00 per month for the year. All of the members voted for the motion with the exception for Robert Zentner. i. October 21, 1987: The solicitor stated that he was instructed to prepare an amendment to the by -laws to provide for the position of Committee Vice- Chair. A motion to amend the by -laws at Mance, 87 -055 -C Page 29 the next meeting was unanimously carried. . November 18, 1987 The Solicitor, Mr. Campfield, had prepared an amendment to the by -laws which provides for a vice chairman for each of the committees. A motion was made by Ewing, seconded by Mance, to adopt this amendment to the by -laws as presented. k. February 17, 1988: At a re- organizational meeting of the Authority, the following members were elected to officer positions: Robert Zentner -Chair John Hoffner - Vice Chair Don Ewing - Secretary Roy Eisaman - Treasurer Bernard Mulvihill - Finance & Budget Committee Chair Terry Painter - Grounds & Maintenance Committee Chair Thomas Mance - Insurance Committee Chair Daniel Zontek - Legal & Engineering Services Chair Robert Borgo - Personnel Committee Chair Joseph Mahkovec - Sludge Committee Chair Don Ewing made a motion, seconded by Eisaman, to have zero salary per month for the next year. Roll call vote was taken and the vote failed by a vote of one to eight as follows: Bernard Mulvihill - No John Hoffner - No Daniel Zontek - No Robert Borgo - No Robert Zentner - Yes Thomas Mance - No Terry Painter - No Roy Eisaman - No Don Ewing - No A motion was then made by Hoffner, seconded by Eisaman, to have the same salary set at $150.00 per month for the coming year that motion passed by a vote of six to three as follows: Bernard Mulvihill - Yes John Hoffner - Yes Daniel Zontek - Yes Robert Borgo - Yes Robert Zentner - No 1. ganuary 18, 1989: Mr. Mance was not reappointed Thomas Mance - Yes Terry Painter - No Roy Eisaman - Yes Don Ewing - No to the Authority and his Mance, 87 -055 -C Page 30 place was taken by Lawrence Chrzan. Mr. Chrzan was appointed Chairman of the Insurance Committee. m. February 15, 1989: A reorganization meeting of the Authority was held, and the following members were appointed as officers: John Hoffner - Chair Terry Painter - Vice Chair Bernard Mulvihill - Secretary Roy Eisaman - Treasurer Robert Zentner - Grounds & Maintenance Committee Chair Robert Borgo - Personnel Committee Chair Don Ewing - Finance & Budget Committee Chair Lawrence Mahkovec - Sludge Committee Chair Daniel Zontek - Legal & Engineering Services Comm. Chair A motion was made by Mulvihill, seconded by Eisaman, to keep the compensation to officers at the same amount. Motion carried with two opposing votes by Zentner and Painter. n. March 15, 1989: At this time, Terry Painter expressed his opinion of an increase in compensation to the board members. A discussion ensued along with the solicitor stating legal remarks: Mr. Frempf veld " 'explained that ` the - basic' resolution that amended the by -laws and created the various offices would have to be amended to provide that compensation could be changed or established at a time other than at the time of the annual reorganization meeting. Then a resolution would have to be adopted establishing the compensation. Terry Painter made a motion, seconded by Daniel Zontek, to pass a resolution to amend the original resolution upon the advice of the solicitor for correct language of the resolution. A roll call vote was taken: John Hoffner - No Don Ewing - Abstain Roy Eisaman - Yes Terry Painter - Yes Daniel Zontek - Yes Robert Borgo - No Joseph Mahkovec - No Lawrence Chrzan - Yes 35. The members of the Authority Board voted monthly to pay bills including their compensation. a. Mance asserts that he received compensation for only a portion of the time that he was on the Authority board and that he received the compensation as an officer of Mane, 87 -055 -C Page 31 the Authority and not as a board member. 36. Records of the Western Westmoreland Municipal Authority indicate that Thomas Mance was compensated in accordance with the foregoing as follows: Year, Amount 1986 $ 750 1987 1,800 1988 1,800 TOTAL 3,350 37. The above was based upon a compensation rate of $150.00 per month as established by the authority members (see Findings 21[a] & [e]). 38. This compensation was not based upon attendance at meetings or services rendered but was rather automatically paid to each Authority member regardless of attendance or service. a. Mance asserts that he performed the duties assigned to him as an Authority officer. 39. One Authority Board Member, Joseph H. Mahkovec, was incapacitated for an extended period of time and did not attend any board meetings during that period. 40. - - The amendment to the by -laws of May 21, - 1986 provided that officers of the Authority shall be compensated as determined by resolution adopted at the annual meeting of the board subsequent to the election of officers (see Findings 21[b], [c] &[d]) 41. Regardless of the above payment to board members began in August 1986. 42. There was no change in the functions, duties and responsibilities of Authority members after the amendment to the by -laws through which the six additional committee positions were created. a. Mance denies the above and asserts that he actively chaired his committees. 43. There were no position descriptions for the six additional positions other than those as set forth in the amendment to the by -laws; such function being presiding over committee meetings and reporting the result and recommendations thereof to the Authority board (see Finding No. 21[c]). Mance, 87 -055 -C Page 32 44. The Municipality Authorities Act of 1945 provides in relevant part as follows: a. Members shall hold office until their successors have been appointed, and may succeed themselves, and except members of the boards of Authorities organized or created by a school district or school districts, shall receive such salaries as may be determined by the governing body or bodies of the municipality or municipalities, but none of such salaries shall be increased or diminished by such governing body or bodies during the term for which the member receiving the same shall have been appointed. 53 P.S. 1 309 B b. The board shall fix and determine the number of officers, agents and employees of the Authority and their respective powers, duties and compensation and may appoint to such office or offices any member of the board with such powers, duties and compensation as the board deem proper. 5B P.S. 5309 C c. The Authority has the power: "To appoint officers, agents, employees and servants to prescribe their duties and to fix their compensation. 53 P.S. 5305 B(g) 45. Mance raises the following defenses as to the State Ethics Commission investigation. Applicability of the statute of limitations. b. A notice requirement for advising the respondent within five days of the commencement of an investigation and the status every thirty days _thereafter. c. Jurisdiction based upon a "sunset" application. d. Laches. e. Demurrer as to the allegation and findings as to the Western Westmoreland Municipal Authority. B. TESTIMONY: 46. Thomas V. Mance was appointed to two municipal authorities. a. In 1976, Mance was appointed to the North Huntingdon Municipal Authority (NHMA). 1. Mance became chairman of the NHMA on January. 16, 1992. Mance, 87 -055 -C Page 33 2. In 1976, the NHMA had seven board members officers. 3. The number of board members reduced from five in 1979 by amendment as to the NHMA. 4. Mance became assistant secretary /treasurer secretary of the NHMA. 5. As the NHMA secretary, Mance reviewed letters as well as composed and signed letters. and five seven to and then incoming outgoing 6. Mance was involved in certain right -of -way projects. 7. Mance was engaged in seeing that people were tapped into the system in compliance and that there were no illegal taps. 8. In 1981, the NHMA passed a resolution to compensate officers. 9. Mance was removed from the position of secretary to the NHMA in August 1988 due to a dispute with other board members. 10. In 1991, Mance was reappointed to the NHMA. 11. Mance stopped receiving compensation in August 1988 but the other board members who were officers continued to receive compensation. 12. Compensation for officers was terminated during the 1992 reorganizational meetings. 13. Mance, as secretary to the NHMA, did not record or keep minutes. (a) The office manager kept the minutes. 14. Records of the NHMA purchases, invoices, contracts are kept in the office. (a) Mance did not have custody of such documents. 15. Mance did not prepare or write any records relating to accounts nor did he have physical custody. 16. During the years Mance served as secretary, he played no role in personnel or payroll records. MAnol 87 -055 -C Page 34 17. All five NHMA members /officers had authority to sign checks. 18. Mance signed or released liens by virtue of his position as secretary to the NHMA. (a) Mrs. Kaminiski, the office manager, did all of the preparation and processing. 19. Mance volunteered to do right -of -way acquisitions not by virtue of his secretary position but because he was a NHMA member and the job had to be done. 20. The work that Mance performed as to the process involving board of reviews was not due to his position as assistant secretary /treasurer but because of the interest he developed in the area. 21. At a point in time when Mance had limited access to records, it was due to his reporting of an alleged bid rigging scheme and not by virtue of the fact that he was removed as an officer of the NHMA. 22. Around 1982 the NHMA ran more efficiently due to the work of the members as a board together with staff. 23. A NHMA board member could be appointed to a committee even -if -here-were not in office. In 1984, Mance was appointed to the Western Westmoreland Municipal Authority (WWMA). 1. Mance sought membership on the WWMA due to a concern about billing procedures. 2. At the time of Mance's appointment, the chairman of the WWMA was Mr. Emmanuel. 3. 'Due to questions about equivalent dwelling units (EDU's), Mance discussed a more formal audit procedure with a team which included of a certified public accountant. 4. Discussions occurred at the WWMA at some point regarding the payment of officers. (a) Mance questioned the solicitor about the legality of such payments to WWMA board members. Mange, 87 -055 -C Page 35 (b) In 1984, no officers' salaries were set. (c) Discussions reoccurred in 1986 about such compensation and committees were being formed. 5. Mance served as chairman of the insurance committee. 6. Mance began receiving payment as an officer of WWMA in 1986. 7. Mance left the WWMA board in December 31, 1988. 8. When Mance suggested the EDU process, the WWMA had no committees. 9. The formation of committees for the WWMA occurred around 1986. (a) For the ten members, there were five officer position of chair, vice- chair, treasurer, secretary, and assistant secretary /treasurer. (b) Six committees were created consisting of finance and budget, grounds and maintenance, insurance, legal engineering, personnel and sludge. (c) The five officer positions were the rest of the WWMA board. (d) One WWMA employee was designated to the position of assistant secretary. (e) There were ten officer position, one for each member of the WWMA board. 10. All of Mance's work as to EDU audits was not by virtue of his chairing the insurance committee but because he was a board member. 11. The WWMA board members believed that they deserved more compensation for making a more efficient plant. 12. Plant tours by Mance to view the operation or review the minutes was not done by virtue of being insurance committee chair. 47. Robert L. Rebottini was a member of the North Huntingdon Municipal Authority (NHMA) from 1981 through December 31, 1986. Mance, 87 -055 -C Page 36 a. Rebottini served in officer positions for each year that he served on NHMA. b. While in the position of secretary /treasurer, Rebottini signed checks, signed or released liens. c. When Rebottini served as chairman, he had direct operational control of the NHMA. d. Rebottini held the following officer positions: vice chair in 1982 and 1984, chair in 1985 and assistant secretary /treasurer in 1986. e. Mrs. Kaminiski was the office manager for the NHMA. 1. Kaminiski supervised the office staff. 2. The staff was approximately two other persons plus an accountant. f. The NHMA accountant handled budget matters. g. Rebottini signed checks not by virtue of the uniqueness of the assistant secretary /treasurer position but because he was a NHMA Board member. Typical- : shave -pos tions : of chair i c iir . secretary and treasurer'to implement the process and procedures necessary to conduct business. 4 . Donald W. Rhodes was appointed to the North y Huntingdon Municipal Authority (NHMA) in 1981. a. During his five year term, Rhodes served in the officer position of treasurer. b. Rhodes observed operation problems at the NHMA such as paying taxes as to which the NHMA was exempt. 1. Rhodes eliminated the payments. 2. Rhodes received every bill received by NHMA. 3. Rhodes implemented a telephone log at NHMA to track the calls. 4. The problem of many outstanding assessments was attempted to be resolved by a recommendation to the Board by Rhodes. fig, 87 -055 -C Page 37 g. 5. Rhodes was in charge of overlooking NHMA investments. 6. The idea of sweeping accounts every day to place money in interest bearing accounts was suggested by Rhodes. c. The NHMA Board as a group decided what action should be taken in relation to investments. d. As Finance Chairman, Rhodes investigated problems in operations such as delinquent accounts, investments, money sweeps; as treasurer, he checked the bills. e. The NHMA Board as a group approved or disapproved bills. f. All NHMA Board members had authority to sign checks. All the Board members and officers of the NHMA were compensated in their positions. h. Rhodes would have made suggestions to improve the NHMA as a Board member regardless of what his office or position would have been. 49. Terry L. Painter was appointed to Municipal Authority (WWMA). a. Painter was appointed in 1985 . various operational problems. b. In 1986, Painter observed that the WWMA was not billing other municipalities for their EDU's. c. At the WWMA, Painter held the officer positions of vice chair, grounds and maintenance chair, secretary. d. Following his appointment, Painter requested that he be given a tour of the WWMA plant. e. Painter questioned the efficacy of utilizing microstrainers which cost $20,000 per year to operate. f. Compensation had to originate from the municipality (appointing authority) if a board member were not an officer. the Western Westmoreland - tothe WWMA board due-to- g. The concept of having board members compensated was initially rejected by the WWMA board. 1. The proposal was subsequently considered a second fig, 87- 055 -C Page 38 n . time and passed. h. In addition to the officer positions, committee chairs were created so that there were eleven officers. i. As chair of grounds and maintenance, Painter would look after the grounds, plant and equipment. Painter looked into the matter of extracting more water . from the solids so that there would be less sludge for disposal. 1. The planning and installation of a belt filter press to remove more water took about two years. k. Compensation paid to officers was suspended in 1990. 1. Painter left the WWMA board at the expiration of his term in 1990. m. When Painter was appointed vice chair in 1986, he was not compensated for that officer position. 1. Any money saved the WWMA by shutting down a building was done as a board member since Painter did not chair a committee at that time. Painter believes that board members should be compensated for serving on authority - boards . o. Painter states that his statement in the 1989 certified minutes that board members be compensated related to officers rather than board members. 1. The solicitor's commentary in the minutes reflect that compensation of board members must be approved by the municipalities for the joint authority WWMA. p. The WWMA minutes of May 21, 1986 reflect Painter saying that the vehicle for simplicity would be documentation that all board members would be officers. As to the belt press, the plant superintendent Barry Riley and the consulting engineers were at the plant on a regular daily basis overseeing the construction. 1. The board voted on authorizing the consulting engineer to draft specifications. r. In 1986, although there were some committees, Painter was not compensated for serving on a committee. g• Mance, 87 -055 -C Page 39 s. At WWMA, no person could hold more than one officer position. 1. Except for assistant secretary /treasurer, only board members could hold officer positions. 2. The ten officer positions for the ten board members was the vehicle to accomplish this (compensating board members). III. DISCUSSIQN: As a member of the North Huntingdon Township Municipal Authority and the Western Westmoreland Municipal Authority, Thomas Mance, hereinafter Mance, is a public official as that term is defined in the Ethics Act, 65 P.S. §402, 51 Pa. Code S1.1. As such, his conduct is subject to the provisions of the Ethics Act and the restrictions therein are application to him. Initially, it is noted that Section 9 of Act 9 of June 26, 1989, P.L. 26, provides, in part, as follows: "This amendatory act shall not apply to violations committed prior to the effective date of this act, and causes of action initiated for such violations shall be governed by the prior law, which is continued in effect for that purpose as if this act were not in force. For the purposes of this section, a violation was committed prior to the effective date of this act if any elements of the violation occurred prior. thereto." Since the occurrences in this case transpired prior to the effective date of Act 9 (June 26, 1989), we must apply the provisions of Act 170 of 1978, P.L. 883, to determine whether the Ethics Act was violated. Under Section 3(a), quoted above, this Commission has determined that use of office by a public official to obtain a financial gain for himself or a member of his immediate family or a business with which he is associated which is not provided for in law transgresses the above provision of law. Thus, use of office by a public official to obtain a financial gain which is not authorized as part of his compensation is prohibited by Section 3(a): Hoak /McCutcheon v. State Ethics Commission, 77 Pa. Commw. Ct. 529, 466 A.2d 283 (1983); Yacobet v. State Ethics Commission, 109 Pa. Commw. Ct. 432 531 A.2d 536 (1987). Similarly, Section 3(a) of the Ethics Act would prohibit a public official /employee from using public office to advance his own financial interests; Koslow v. State Ethics Commission, 116 Pa. Commw. Ct. 19, 540 A.2d }ce, 87 -055 -C Page 40 1374 (1988). A number of arguments have been proffered for a dismissal of the investigation: jurisdiction, statute of limitations, laches, demurrer, and the Municipality Authorities Act. We shall address each of these arguments seriatim. As to the claim that this Commission has no jurisdiction over the matter, it is argued that the Investigative Division is precluded from going forward with the investigation based upon a "sunset" argument. In particular, it is asserted that the Investigative Division is precluded from continuing this investigation after the period of legal non - existence of the Commission under "sunset As to the "sunset" issue, the Pennsylvania Supreme Court in Blackwell v. State Ethics Commission (Blackwell V), Pa. , 589 A.2d 1094 (1991), held that the "sunset" issue would have limited application to the Cohen, Rafferty and Blackwell case, the appeals which were consolidated with that case, and to all proceedings pending at the time of our decision in Blackwell II (December 13, 1989), wherein the issue of the constitutionality the Leadership Committee postponement provision in Section 4(4) of the Sunset Act was timely raised and properly preserved at all stages of the adjudication." Id. at 1102. Subsequent to the above decision, Commonwealth Court did decide in M.P. v. State Ethics Commission, Pa. Commw. , 601 A.2d 902 (19.92}, that the Commission was barred from proceeding- an investigation as to which the Commission had issued a preliminary decree prior to sunset. As to the M.P. case, there are two crucial distinguishing elements. First, M.P. was one of the consolidated appeals with Blackwell wherein "sunset" was found to_ apply with the `only question before`''the court being how'Blackweil would apply. Secondly, in the M.P. case, there was a proceeding pending since the Commission had issued a preliminary decree prior to sunset. Although M.P. v. State Ethics Commission is clearly inapplicable to the instant matter, the case of A.B. v. State Ethics Commission, an unreported opinion filed on May 18, 1992 at 180 M.D. 1992 in Commonwealth Court, is on point. In the cited case, President Judge Craig held that an undisclosed public official who raised the "sunset" issue by the filing of the law suit in May, 1992, was absolutely barred from raising the issue due to the failure to meet the jurisdictional requirements mandated by the Pennsylvania Supreme Court in Blackwell V. In the most recent decision of Zontek, et al. v. State Ethics Commission, an en bane decision of Commonwealth Court filed on August 10, 1992, at 49 M.D. 1991, the Court granted the Mance, 87 -055 -C Page 41 Commission's motion for summary judgment against a petition for review which included a quo warranto claim, a request for equitable relief and declaratory judgment claim based upon a "sunset" challenge. The Court in rejecting the legal challenge by the petitioners, who are current or former members of the Western Westmoreland Municipal Authority, held that the petitioners were precluded from raising the "sunset" issue under the holding of the Pennsylvania Supreme Court in Blackwell V: In summary, because the commission commenced this proceeding in 1987 by notifying the petitioners that it was investigating them, the proceeding was in existence before Blackwell II, so that the only way that decision could affect the outcome in this case is if it fitted within the condition of retrospective application the Supreme Court set out in V - -- that is, by having raised the constitutional revival issue on or before December 13, 1989. Because this case clearly does not fall within the conditions set out in Blackwell V for retroactive application, this court concludes that the respondents are entitled to summary judgment. Slip Opinion at 9 -10. In this case, the first point in time when the sunset issue was specifically raised occurred by letter.4ated April 6, 1990, which was treated as a motion to dismiss which was denied by this Commission in an interlocutory order issued on May 29, 1990, on the basis that the sunset issue had not been timely raised in accord with the time limitations of Blackwell v. State Ethics Commission, (Blackwell III), 130 Pa. Commw. 646, 569 A.2d 378 (1990), affirmed Blackwell V. Parenthetically, the Respondent by letter dated November 6, 1989 did question the jurisdiction of the Commission but did so in the context of the Municipality Authorities Act but not the Sunset Act. The correctness of our decision in that case has been validated by the Pennsylvania Supreme Court's decision in Blackwell V and the Commonwealth Court's decisions in A.B. v. State Ethics Commission and Zontek, et al. v. State Ethics Commission. A second defense which is raised is that of statute of limitations. Two arguments are proffered in this regard. First, it is contended that the investigation is barred due to the tolling of the statute in 42 Pa.C.S.A. 55552(c)(2) which provides: S5552. Other offenses. BAn21, 87 -055 -C Page 42 (a) General rule. -- Except as otherwise provided in this chapter, a prosecution for an offense other than murder or voluntary manslaughter must be commenced within two years after it is committed. * * (c) Exceptions. -- If the period prescribed in subsection (a) or subsection (b) has expired, a prosecution may nevertheless be commenced for: * * * (2) Any offense committed by a public officer or employee in the course of or in connection with his office or employment at any time when the defendant is in. public office or employment or within five years thereafter, but in no case shall this paragraph extend the period of time of limitation otherwise applicable by more than eight years. 42 Pa.C.S.A. §S5552(a), (c)(2). Secondly, it is argued that even though the allegation in the case is . under Act 170 of 1978, the -five-year statute of i tatio - - and the 360 day limitation as to the issuance of an investigative complaint under Act 9 of 1989 should apply for equitable reasons. As to 42 Pa.C.S.A.55552(c)(2), that provision of the Judicial Code does preclude a prosecution of a public official as tl3 'matters unless initiated either while the individual remains in office or within five years after leaving public office but in no case more than eight years after the date of the occurrence. As to this argument, we question whether this statute of limitation as to the prosecution of a public official would have application to proceedings of this Commission which are not prosecutions but rather are administrative proceedings. Secondly, assuming arguendo that the provision would apply, the statute would not be tolled in any event because in this case the investigation against the Respondent was instituted in May, 1987 which was within the ambit of 42 Pa.C.S.A. 55552(c)(2). As to the assertion that the time limitations of Act 9 of 1989 should apply to this case based upon equitable considerations, Section 9 of Act 9 of 1989 quoted above delineates that Act . 9 of 1989 has no application to the instant case. Accordingly, we must follow the provisions of Act 170 Of 1978 in their totality which do Mange, 87 -055 -C Page 43 not have any statute of limitations. The Investigative Division is not barred in proceeding with this case by any statute of limitations. As to the laches argument, it is asserted that the Investigation Division has not diligently prosecuted this matter and therefore the investigation should be dismissed based upon an application of the laches principle. The doctrine of laches is inapplicable in that there is no showing of an inexcusable delay by the Investigative Division resulting in prejudice or injury to the Respondent. Loverich v. Warner Co., 118 F.2d 690 (1940), cert denied 313 U.S. 577 (1940); Bianco v. Pullo, 195 Pa. Super. 623, 171 A.2d 620 (1961). A "demurrer" has also been raised as to proceeding. In essence, the Respondent is asserting that even if the findings in the Investigative Complaint are assumed to be true, there still would not be a basis for finding a violation of Section 3(a) of Act 170 of 1978. We must disagree. The Investigative Complaint on its face makes out an allegation of conduct which if proven would establish a requisite element for a violation of Section 3(a) of Act 170 of 1978, namely, a use of public office, a financial gain to the public official, and a financial gain which is other than compensation provided for by law. Accordingly, we deny the demurrer. Another argument raised by the Respondent is that the Complaint should be dismissed on the theory that the Investigative Division did not comply with the notice requirements of the Ethics Law by failing to notify the Respondent within five days of the existence of the investigation and advising the Respondent every thirty days thereafter of the status of the investigation. The first part of the argument is factually incorrect and the second part is legally incorrect. First, the record in this case does contain a copy of the notice which was sent to the Respondent within five days of the commencement of the investigation. As to the second part of the argument, it is true that the Respondent was not notified every thirty days of the status of the investigation; however, there is no such statutory requirement for a periodic thirty -day notice. To the contrary, Act 170 of 1978 requires that the complainant, not the respondent, be advised of the status of the investigation on a thirty -day basis. Accordingly, the foregoing argument is of no merit and we reject same. Lastly, it is argued that the Complaint should be dismissed because the activity in question is specifically authorized by the Municipality Authorities Act. Although it would perhaps be more appropriate to discuss the Municipal Authorities Act at the subsequent juncture of analyzing the allegation in the context of Section 3(a) of Act 170 of 1978, we will nevertheless address the legal argument since it is proffered as a basis for dismissing the Mance 87 -055 -C Page 44 investigation. The linchpin of Authorities Act does allow the set this type of compensation their appointments and the themselves. The Municipality Authorities Act provides in part as follows: Every Authority is hereby granted, and shall have and may exercise all powers necessary or convenient for the carrying out of the aforesaid purposes, including but without limiting the generality of the foregoing, the following rights and powers: (f) To make by -laws for regulation of its affairs. (g) To appoint officers, and servants, to prescribe fix their compensation. the argument is that the Municipal authority members to establish and as well as specifically vote for payment of the compensation to the management and agents, employees their duties and to 53 P.S. 5306B. The Municipality Authorities Act further provides: B. --Members shall = hold office _ until successors have been appointed, and may succeed themselves, and, except members of the boards of Authorities organized or created by a school district or school districts, shall, receive such salaries as may be determined by the governing body or bodies of the municipality or municipalities, but none of such salaries shall be increased or diminished by such governing body or bodies during the term for which the member receiving the same shall have been appointed. . . C. A majority of the members shall constitute a quorum of the board for the purpose of organizing the Authority and conducting the business thereof and for all other purposes, and all action may be taken by . vote of a majority of the members present, unless in any case the by -laws shall require a larger number. The board shall have full authority to manage the properties and business of the Authority and to prescribe, Mance,, 87 -055 -C Page 45 amend and repeal by -laws, rules and regulations governing the manner in which the business of the Authority may be conducted, and the powers granted to it may be exercised and embodied. The board shall fix and determine the number of officers z accents and employees of the Authority and their respective powers, duties and compensation an may appoint to such office or offices any member of the board with such powers, duties and compensation as the board may deem proper. 53 P.S. 85309B, C (emphasis added). Section 7 of Municipality Authorities Act of 1945, 53 P.S. 5307, does grant an authority with all powers necessary or convenient for the carrying out of the purposes of the Act. Subsection C provides that all actions of an authority may be taken by a vote of the majority of the members present and further empowers an authority to fix and determine the number of officers, agents and employees of the authority and the respective, powers, duties and compensation and may appoint to such office or offices any member of the board with such powers, duties and compensation as the board may deem proper. As to the three different references to the phraseology of the Municipality Authorities Act, we do not agree that the generalized language of the first phrase forms a basis for a specific authorization to appoint oneself to an authority office or position and then vote to set the salary for such position. See, Swick /Aman, Opinion 91 -006. As to the second phrase which authorizes all actions to be taken by a vote of the majority of the members present, such language is merely a statement that a majority vote is sufficient to take official action. It would take a great leap of faith in our view to suggest that the foregoing phraseology countenances or authorizes votes by authority members in cases where they have a conflict. We do not accept such a tortured construction. If it were the intent of the General Assembly to allow municipal authority members to vote in matters wherein they had a personal financial interest, the General Assembly would have done so with very clear specific language. For example, the Second Class Township Code as to three member boards makes it clear that the members of those boards may specifically vote for themselves to enumerated township compensated positions. ea, 53 P.S. 565514. Thus, if the General Assembly had the intent for municipal authority members to vote in all instances through a majority vote of the members present, specific language would have been utilized for such purpose. As noted above, the instant phraseology merely directs that official action occur by a vote of the majority-of the members present but does not condone a blanket voting in cases Mance, 87 -055 -C Page 46 where conflicts would exist as to the individual member so voting. As to the third referenced phrase concerning the fixing of officers, agents and employees with compensation and appointments to those positions by board members, we must once again note the express absence of any language which would authorize an individual member of a municipal board to vote for his own appointment or to vote for the setting of the compensation for his own position. Absent such an express authorization, we have concluded that it is contrary to the Ethics Law for a municipal authority board member to vote for his own appointment and compensation. See, Swick /Arran, supra. It is important to note that the Municipality Authorities Act, 53 P.S. §309B, does require that the compensation of an authority board member must be determined by the appointing authority. Such was not done in this case. As we noted in Swick /Arran, we are particularly concerned about those instances where a municipal board attempts to create so called officer positions and set the compensation for those positions and appoint board members as a means of circumventing the statutory limitations that the compensation for a municipal authority board member be set by the governing body. Having rejected the various arguments which have been proffered for dismissal, we must now review the allegation in this case in the context of the facts of record to determine whether there has been a violation of Section 3(a) of Act 170 of 1978. The issue befo =its is wheth ` fance-as_ member` of 'the t"_` Huntingdon Township Municipal Authority ( NHTMA) violated Section 3(a) of Act 170 of 1978 by using public office to obtain a financial gain when he voted to appoint himself as an authority officer and voted to set the salary for that position and - secondly, whether Mance as a member of the Western Westmoreland Municipal . Authority (WWMA) violated Section 3(a) when he voted to set his salary in 1986 and 1987. A review of the record indicates that Mance served as a member of the NHTMA from 1976 until December 31, 1986. The NHTMA was established to construct and operate a municipal sewer system with North Huntingdon Township being the governing authority. Although the NHTMA originally had seven members, the complement was reduced to five members with officer positions consisting of a chairman, vice- chairman, secretary /treasurer, and assistant secretary /treasurer. The minutes of NHTMA reflect the following action taken during the tenure of Mance on the board: 1. On December 4, 1979, Mance abstained on a motion to increase board member expense reimbursements; Mance, 87 -055 -C Page 47 2. On January 7, 1980, Mance abstained as to a vote on expense allowances for board members; 3. On February 9, 1981, an election of officers occurred with Mance being appointed secretary; 4. On March 9, 1981, a motion, seconded by Mance, was passed unanimously to approve expenses submitted by board members, followed by a successful motion to direct the solicitor to prepare a resolution to pay NHTMA officers a monthly salary of $200 effective immediately which motion passed unanimously; 5. On February 8, 1982, an election of officers occurred with Mance being appointed Secretary, followed by a successful motion to pay officers wages in the amount of $1000; 6. On April 13, 1982, a successful motion to adopt the resolution fixing the officer positions at $250 a month per position with the motion carrying unanimously with Mance present; 7. On January 11, 1983, all members of the Board elected officers with Mance being appointed Secretary, followed by a motion, seconded by Mance, to increase the officer salaries from $250 a month to $300 a month which passed by a four -one vote with Rhodes voting in the negative followed a motion seconded by Mance to have the solicitor prepare a resolution to validate the foregoing motion; 8 . On January 12, 1984, an election of officers occurred with Mance being appointed Secretary and all nominations affirmed by unanimous vote with Mance present; 9. On January 10, 1985, with all members present, an election was conducted with Mance being appointed Secretary; 10. On January 9, 1986, with Mance present, an election of officers occurred with Mance being appointed Secretary; 11. On January 15, 1987, Mance was appointed Secretary and voted in favor of a successful motion to compensate NHTMA officers at a rate of $300 a month; -12. On January 21, 1988, Mance was appointed secretary followed by a motion that passed unanimously that all NHTMA members who were officers would be compensated at the same rate as in the past; 13. On August 18, 1988, action was taken to remove Mance as secretary followed by a motion by Mance to have the NHTMA members and officers forego their current salary of $300 a month which motion was defeated with Mance voting in favor of Mance, 87 -055 -C Page 48 the motion and the other four members voting against said motion; and 14. On January 19, 1989, Mance abstained on the motion to appoint Abraham as chair of the NHTMA board but voted in favor of a motion that all board members be elected to the same position as officers with the compensation as in the past. The minutes of the NHTMA as outlined in Fact Finding 5 reflect several meetings where Mance participated in voting on such compensation as reimbursing board members for expenses, setting the monthly salary for officers, voting to pay for lost wages for attending the PMAA convention or lost wages in general, for medical expenses and medical examinations, and per diem expenses plus transportation and lodging for going to the convention. The solicitor for the governing body, North Huntingdon Township, by letter dated March 9, 1983 rendered an opinion as to the propriety of the NHTMA creating five officer positions for the five members and fixing compensation for services. The solicitor opined that if the positions were in reference to board functions such would be "clearly out of line" (Fact Finding 6), because only the township commissioners could set the NHTMA board members salary and further that if the positions listed are board members receiving such salary then the NHTMA board was "way out of line. . [and]. . . in violation of 53 P.S.A. S309B." The foregoing opinion was a restatement of a previous conclusion submitted by the solicitor to the governing body by letter dated September 24, 1981. Although the North Huntingdon Township Board of Commissioners never authorized the payment of any salary or compensation for NHTMA members (Fact Finding 8), Mance was compensated for serving on the NHTMA for the amounts and during the time enumerated in Fact Finding 9. In addition, Mance received other compensation consisting of expenses. (Fact Finding 12). As to the service of Mance on the WWMA, the record reflects that the WWMA was created as a ten member board through joint action of six governing bodies. The By -laws of the WWMA provided for the offices of chairman, vice- chairman, secretary /treasurer, and assistant secretary /treasurer. (Fact Finding 17). These By- laws were subsequently amended by the WWMA board members so as to create six additional officer positions thereby creating a total of ten officer positions for the ten members of the WWMA board. (Fact Findings 18, 19). The governing bodies for the WWMA are North Huntingdon Township, Irwin Borough, Penn Township, Manor Borough, Hempfield Township, and North Irwin Borough. (Fact Finding 16b). North Irwin Borough Council did not intend that its representative on WWMA would be compensated for service. (Fact Finding 24). Irwin =gel, 87 -055 -C Page 49 Borough Council never took any action to approve compensation for the members of the WWMA board. (Fact Finding 26). Likewise, Manor Borough Council never took any action to approve compensation for the members of the WWMA board. (Fact Finding 28). The Hempfield Township Board of Supervisors never took any action to approve compensation for the WWMA board members. (Fact Finding 32). The minutes of the WWMA reflect in part the following: 1. On February 19, 1986, WWMA board members were appointed to officer positions followed by a presentation of Zontek on compensating board members followed in turn by a motion by Zontek seconded by Painter authorizing the solicitor to prepare a resolution to designate each member of the WWMA as an officer with compensation of $150 a month with the motion failing by a five to five vote with Mance and Painter voting in favor of the motion; 2. On May 21, 1986, Painter renewed the issue of compensating board members followed by advice from the solicitor that such compensation would have to be approved by all the municipalities for the authority for new members only; Painter then commented that the "vehicle for simplicity would be for documentation that all board members would be officers" with Painter making a motion to authorize the solicitor for the best recommendation to allow officers and board members to be compensated which motion carried unanimously; 3 On June 18, 1986, the solicitor advised as to the notice of the proposed by -laws change with provision that officers would be compensated as determined by the WWMA board as to the ten officer positions for each of the board members; 4. On August 20, 1986, Painter made a motion to adopt the amendment to the by -laws which motion passed with Painter and Mance voting in favor of the motion followed by the passage of a second motion made by Painter that the compensation be at $300 a month which motion passed with Painter and Mance voting in favor of the motion; 5. On September 17, 1987, with Painter being absent, a motion was passed to rescind the original motion as to compensation and reduce the compensation to $150 per month retroactive to August 1, 1986, with Mance voting against that motion followed by Mance then revoting in favor of that motion which resulted in the motion being carried unanimously; 6. On December 17, 1986, both Painter and Mance voted against a motion which would rescind the action by the WWMA board to compensate its officers which motion failed; Mance, 87 -055 -C Page 50 7. On February 18, 1987, action was taken by the WWMA board to appoint officers and set the compensation at the rate of $150 a month with all members except Zentner voting in favor of the successful motion; 8. At the February 17, 1988, reorganizational meeting, the WWMA board members were each appointed to officer positions followed by an unsuccessful motion by Ewing to have no salary for the WWMA board members which motion failed with Painter and Mance voting against the motion followed by a motion of Hoffner to have the salary at $150 per month which motion passed with Mance voting in favor of the motion and Painter voting against said motion; and 9. On January 18, 1989, it was reflected that Mance was not reappointed to the WWMA. In addition, there are several .references in the WWMA reflecting action by the board to vote to pay the monthly bills including their compensation which for Mance is reflected in Fact Finding 36. Despite the amendment in the WWMA By -laws, there was no change in the functions, duties and responsibilities of the board members after the amendment of the By -laws which created the six additional officer positions. (Fact Finding 42). In applying the provisions of Section 3(a) of Act 170 of 1978 quoted above to the instant matter, we find that Mance violated the Ethics Law by voting °in favor of to create so- called ° - officer positions and set the compensation for such positions. See, Abraham, Order No. 827; Koelsch, Order No. 828; and Abbott, Order No. 829. It is clear that there has been a use of office by Mance in voting in favor of these various motions. As a result of such use of office, Mance received a financial gain consisting of the compensation which he received on a monthly basis as a result of his voting in favor of successful motions to set such compensation. Lastly, the financial gain received was other than compensation provided for by law. On this issue, we need only summarize our review of the Municipality Authorities Act as to whether the compensation was other than provided for in law. As noted above, although it is true that the Municipality Authorities Act does allow a municipal authority board to fix and determine the number of officers and appoint board members to those offices (53 P.S. §309C) and further provides that the authority may appoint officers and fix their compensation (53 P.S. §305B(g)), a board member may not vote for his own appointment as an officer nor set the salary for his officer position, even assuming the officer positions are bona fide positions. ee, Swick /Arran, supra. Finally, the setting of the compensation for the board members themselves must be set by the governing authority as per 53 P.S. S309B. Mance, 87 -055 -C Page 51 In the context of the NHTMA and WWMA, it is clear that the board members were trying to fix their compensation as board members. In this context we must look at the substance over form. Baehr Brotherp v. Commonwealth of Pennsvlvania, 487 Pa. 233, 409 A.2d 326 (1977). It is clear from the record before us that the substance of this transaction was for the NHTMA and WWMA authority board members to receive compensation and in order to achieve that result the NHTMA and WWMA board used officer positions. Thus, although the form of the transaction was the utilization of the officer positions, the substance was the NHTMA and WWMA board compensating its board members in derogation of the Municipality Authorities Act which requires that such action be done by the appointing authority. Having found that the substance of the NHTMA and WWMA board action was to compensate authority members through officer positions, it is clear that such is not compensation which is provided for by law. In fact, such compensation is strictly prohibited by the Municipality Authorities Act, 53 P.S. 53098. Therefore, Mance did use public office by voting to obtain a financial gain consisting of compensation which was other than provided for by law in violation of Section 3(a) of Act 170 of 1978. Although it is clear from the record that Painter instigated the circumvention of the requirements of the Municipality Authorities Act and Painter went on record in the minutes that the WWMA board members should be compensated, despite the advice from the solicitor, Mance and other board members readily accepted and participated in the scheme to have board members compensated. Mance, Painter and the other WWMA members created officer positions for the WWMA and had the board members appointed to those so called officer positions; through that machination the WWMA board members could compensate themselves even though any work which was done was as a board member and not as an officer. We find such conduct to be particularly disturbing given the fact that the solicitor at that time specifically advised that authority board members could not vote to compensate themselves which was contrary to the Municipality Authorities Act. Given the fact that such a course of conduct occurred and continued, despite the strong concerns raised by the solicitor, it is indicative of a conscious disregard of the Municipality Authorities Act as well as the Ethics Law. The ability of this Commission to impose restitution has been upheld by Commonwealth Court in Yacobet v. State Ethics Commission, supra Giving consideration to the nature of such conduct, coupled with Mance and other WWMA members going forward despite the solicitor's misgivings, we conclude that restitution is appropriate in the instant matter. Accordingly, we direct Mance to forward a check to this Commission in the amount of $3350.00 payable to the WWMA within thirty (30) days of the issuance of this Order. Mance, 87 -055 -C Page 52 Failure to comply with the directive of this Commission will result in the directive to institute an order enforcement action. IV . CON LUS IONS OF LAW: 1. Thomas Mance as a member of the North Huntingdon Township Municipal Authority (NHTMA) and Western Westmoreland Municipal Authority (WWMA) is a public official subject to the provisions of Act 170 of 1978. 2. Mance violated Section 3(a) of Act 170 of 1978 when he used public office to obtain a financial gain for himself which was other than compensation provided for by law when he voted to appoint himself to NHTMA officer positions and voted to set the salary for those positions. 3. Mance violated Section 3(a) of Act 170 of 1978 when he used public office to obtain a financial gain for himself which was other than compensation provided for by law when he voted to set his salary in 1986 and 1987 as a board member of the WWMA. 4. The financial gain received by Mance as a WWMA board member in violation of Section 3(a) of Act 170 of 1978 amounted to $3350.00. In re: Thomas Mance : File Docket: 87 -055 -C : Date Decided: September 15, 1992 : Date Mailed: September 18. 1992 ORDER NO. 862 1. Thomas Mance as a member of the North Huntingdon Township Municipal Authority (NHTMA) and Western Westmoreland Municipal Authority (WWMA) violated Section 3(a) of Act 170 of 1978 when he used public office to obtain a financial gain for himself which was other than compensation provided for by law when he voted to appoint himself to NHTMA officer positions and voted to set the salary for those positions. 2. Mance violated Section 3(a) of Act 170 of 1978 when he used public office to obtain a financial gain for himself which was other than compensation provided for by law when he voted to set his salary in 1986 and 1987 as a board member of the WWMA. 3. The financial gain received by Mance as a WWMA board member in violation of Act 170 of 1978 amounted to $3350.00. 4. Mance is directed within thirty (30) days of the issuance of this Order to forward a check or payment to this Commission payable to the order of the Western Westmoreland Municipal Authority in the amount of $3350.00. 5. Failure by Mance to comply with the provision of paragraph 4 will result .in_a directive of this Commission to institute an order enforcement action. BY THE COMMISSION, JAMES M. HOWLE Commissioner Austin M. Lee did not participate in this matter because he acted as single hearing officer and recused himself pursuant to 51 Pa. Code 52.34(d).