HomeMy WebLinkAbout1242 ShaubIn Re: Mary Jo Shaub
File Docket:
X -ref:
Date Decided:
Date Mailed:
Before: Louis W. Fryman, Chair
John J. Bolger, Vice Chair
Daneen E. Reese
Frank M. Brown
Susan Mosites Bicket
Donald M. McCurdy
Michael Healey
01- 005 -C2
Order No. 1242
5/2/02
5/16/02
This is a final adjudication of the State Ethics Commission.
Procedurally, the Investigative Division of the State Ethics Commission conducted an
investigation regarding a possible violation of the Public Official and Employee Ethics Act, Act
9 of 1989, P.L. 26, 65 P.S. §§ 401 et seq., as codified by Act 93 of 1998, Chapter 11, 65
Pa.C.S. § 1101 et seq., by the above -named Respondent. At the commencement of its
investi9ation, the Investigative Division served upon Respondent written notice of the specific
allegation(s). Upon completion of its investi9ation the Investigative Division issued and
served upon Respondent a Findings Report identified as an "Investigative Complaint." An
Answer was not filed and a hearing was waived. The record is complete. A Consent
Agreement and Stipulation of Findings were submitted by the parties to the Commission for
consideration. The Stipulation of Findings is quoted as the Findings in this Order. The
Consent Agreement was subsequently approved.
Effective December 15, 1998, Act 9 of 1989 was repealed and replaced by Chapter 11
of Act 93 of 1998, 65 Pa.C.S. § 1101 et seq., which essentially repeats Act 9 of 1989 and
provides for the completion of pending matters under Act 93 of 1998.
This adjudication of the State Ethics Commission is issued under Act 93 of 1998 and
will be made available as a public document thirty days after the mailing date noted above.
However, reconsideration may be requested. Any reconsideration request must be received at
this Commission within thirty days of the mailing date and must include a detailed explanation
of the reasons as to why reconsideration should be granted in conformity with 51 Pa. Code §
21.29(b). A request for reconsideration will not affect the finality of this adjudication but will
defer its public release pending action on the request by the Commission.
The files in this case will remain confidential in accordance with Chapter 11 of Act 93 of
1998. 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.
Confidentiality does not preclude discussing this case with an attorney at law.
Shaub 01- 005 -C2
Page 2
I. ALLEGATIONS:
That Mary Jo Shaub, a public official /public employee in her capacity as Women's
Business Advocate in the Entrepreneurial Office of the Department of Community and
Economic Development, violated Section 3(a)/1103(a) and Section 3(g)/1103(.) of the Public
Official and Employee Ethics Law, 65 Pa.C.S. § 1101 et seq., when she used the authority of
her public position for the private pecuniary benefit of herself and /or businesses with which
she is associated when she participated in DCED actions which resulted in the award of
contracts to herself and /or businesses with which she is associated relating to programs that
she developed while a Commonwealth employee; and that she, Mary Jo Shaub, violated the
Ethics Law when she, as a former public employee, represented a person as defined in the
Ethics Law for promised or actual compensation before her former governmental body within
one year after leaving that body by contracting with DCED to provide training services for
women and minority businesses within one year of leaving her state employment.
II. FINDINGS:
1. Mary Jo Shaub was employed by the Cbommonwealth[sic] of Pennsylvania,
Department of Community and Economic Development (DCED) from August 26,
1996, through January 29, 1999, as Women's Business Advocate.
a. Shaub's position was based in the Entrepreneurial Assistance Office (EAO).
b. During Shaub's employment with DCED Linda Goldstein served as the Director
of the EAO and was Shaub's immediate supervisor.
2. The EAO is the lead agency in Pennsylvania state government for small business
development.
a. The EAO was created to provide support services to small, minority and women
owned businesses.
b. The EAO offers technical assistance and services to encourage creation,
expansion, and retention of small, women and minority owned businesses.
1. The EAO encourages entrepreneurial business development through
programs and services to small business owners.
c. EAO provides services to small businesses through the Women's Business
Advocate Office, Minority Advocate Office and Small Business Resource
Center.
3. Shaub's job duties as Women's Business Advocate included the following:
a. Directing, planning and coordinating available resources to promote economic
and community development opportunities for women -owned businesses.
b. Develop and implement economic development initiatives relative to women
owned businesses.
c. Serve as an advocate on behalf of women business owners and interest groups
generally in matters before Commonwealth agencies including commenting on
and recommending changes or improvements to state agency practices that
would serve to improve business climate for women owned businesses.
Shaub 01- 005 -C2
Page 3
d. Review and monitor Commonwealth assistance and promotion agencies, as
those programs affect women owned businesses and recommend changes to
better serve women owned businesses, including reviewing all current and
proposed assistance and promotion programs and making recommendations for
improvement that would benefit women owned businesses, maintaining positive
working relationships at all levels.
e. Interact and encourage the establishment of local business networking groups
to assist women business owners access to available financial and technical
assistance resources.
f. Provide technical assistance and training for the growth and development of
minority owned businesses including the promotion and cosponsoring of events
with appropriate state, local and private agencies. This activity requires the
establishment of linkages with appropriate local economic development
organizations and others, maintainin positive working relationships with those
organizations, and development [sic and disseminating a resource directory
serving the needs of women owned businesses. This activity also requires
coordination of efforts with Department offices and other state agencies which
provides technical and financial assistance to businesses.
Develop and implement economic and community development initiatives
related to women owned businesses.
g.
h. Propose projects and programs to be undertaken, write proposals to obtain
federal, sate and private funding to support initiatives, manage initiatives and
monitors and reports on impacts. Administers subgrant portion of the State's
ARC Technical Assistance Grant. Manages financial and budgetary portion of
the grant.
Provides staff support to the Director of EAO, including writing reports,
proposals, correspondence, and memoranda to support economic and
community development initiatives of the Department, the Entrepreneurial
Assistance Office as well as representing the Director at conferences,
seminars, workshops and panel discussions and participating in meetings and
strategy sessions.
4. The Commonwealth has received funding assistance for programs administered by the
EAO from the Enterprise Development Program through the Appalachian Regional
Commission (ARC).
a. ARC is a federal agency dealing with community and economic issues covering
a thirteen (13) state area, including 52 counties in Pennsylvania.
b. Funds provided by ARC to the Commonwealth were in the form of Consolidated
Technical Assistance Grants and the Entrepreneurship Project.
c. The Commonwealth receives in excess of six million ($6,000,000) annually for
use as grants or projects for local governments and small business
development.
5. The funding received through ARC has enabled the EAO to support a network of small
business technical assistance centers offering no cost consultation to small business
owners.
6. In 1997 DCED, through the EAO, developed a program to provide training and training
material on Pennsylvania regulations and resources that apply to small businesses
Shaub 01- 005 -C2
Page 4
[sic] owners.
a. Mary Jo Shaub, in her position of Women's Business Advocate, was
instrumental in the development of this program.
1. Shaub worked closely with Nancy Chavez, Minority Business Advocate
in the development of this program.
b. Funding for the program came through ARC's entrepreneurial assistance
program.
7. The training program developed by Shaub and Chavez titled "Train the Trainer" was
designed to be a comprehensive outreach program.
a. The training focused on inter - agency technical assistance resources and
programs that benefit small, women and minority owned businesses.
8. The "Train the Trainer" program's objectives, purpose and project description were
described as follows:
Objective
1 o crea a comprehensive training program on inter - agency technical assistance
resources as well as programs that benefit small, women and minority -owned
businesses. The training program will be presented primarily to small business service
providers so that they may incorporate the information in their daily consulting services.
In addition, the program may be presented to persons within financial communities
who have a stake in the start -up and expansion of small business.
Purpose
1 raining community based trainers on state resources available creates a grassroots
outreach to start -up and expanding entrepreneurs. The goals of the Entrepreneurial
Assistance office include:
Strengthening inter - agency, intra - departmental and private networks to enhance
and leverage economic activities in Pennsylvania's communities;
Ensuring that businesses and communities will have access to relevant
information on business development opportunities, capital availability, technical
assistance and business skill resources;
Creating a conducive environment that will encourage cooperation and
collaboration between our partners in the fifty -two counties that comprise the
Pennsylvania Appalachian Region.
Project Description
Z;oordinate an interagency team to develop comprehensive seminar presentations and
collateral materials for two phases of business assistance. Phase one training
provides comprehensive information on state regulations, requirements and sources of
assistance. By completing Phase One training, a service provider will have the
information necessary to consult small business owners. Phase Two builds on Phase
One training by allowing the service provide [sic] to assist small businesses complete
forms, applications and prepare documentation needed for state services.
9. Shaub and Chavez were responsible for coordinating the presentations of at least eight
participating state agencies.
a. Shaub and /or Chavez would serve as a facilitator at various training centers
Shaub 01- 005 -C2
Page 5
and make presentations of a participating agency if an agency representative
was unable to be present.
b. Initial training and cross training occurred on October 2, 1997, with the first
presentation occurring in November 1997.
10. A total of fourteen (14) four hour Train the Trainer sessions were conducted during the
1997 -1998 year.
a. Mary Jo Shaub and Nancy Chavez served as the coordinators /facilitators for
these training sessions.
b. Shaub attended twelve (12) of the training sessions.
c. Shaub and Chavez provided the introduction and explanation of how to use the
training manual as well as DCED's portion of the seminar.
11. In mid -1998 both Mary Jo Shaub and Nancy Chavez decided to leave the employment
of DCED.
a. Chavez accepted a position with the Department of General Services effective
January 16, 1999.
b. Shaub was leaving state employment to form a consulting /marketing business
effective January 29, 1999.
12. At the time of Shaub and Chavez announcing their intentions of leaving DCED, they
were the DCED employees with the most knowledge and experience in coordinating
the "Train the Trainer" program.
a. Additional "Train the Trainer" seminars were scheduled for the spring 1999
which required a coordinator /facilitator.
b. No other DCED employees were considered by Linda Goldstein to assist with
the facilitation of the seminars.
c. At the time of Shaub and Chavez's departures, no replacements for their
positions had been hired.
13. Shaub submitted her resignation to DCED personnel offices on January 15, 1999, to
be effective January 29, 1999.
a. Goldstein had been aware as early as December 1998 of Shaub's intention to
resign.
1. Shaub had publicly voiced her intentions of leaving DCED at least six
months prior to her resignation.
14. In 1998, at least two months prior to her departure, Shaub and Goldstein discussed
Shaub's departure from DCED and the potential of Shaub continuing with the Train the
Trainer program as a consultant.
a. Goldstein wanted to have Shaub return as a consultant for the sole purpose of
facilitating the continuation of the "Train the Trainer" program.
b. Shaub would provide the consulting services until her position as Women's
Business Advocate was filled.
Shaub 01- 005 -C2
Page 6
15. On or about January 8, 1999, Goldstein discussed retaining Shaub as a consultant
with DCED Policy Director Timothy McNulty.
a. Based on information provided by Goldstein, McNulty believed Shaub'sserving
as a consultant would be stop -gap, short term situation because of an
emergency situation.
1. The emergency situation was the continuation of the Train the Trainer
program for the spring 1999 sessions.
b. McNulty questioned whether there could be a problem with a former employee
contracting with the DCED within one year of leaving state employment.
c. McNulty then contacted Russ Bellavance, DCED Chief Counsel, regarding the
issue.
16. On January 8, 1999, at 1:31 p.m. Bellavance sent an e-mail to McNulty and Goldstein
regarding Shaub contracting with DCED within one year of leaving state service which
contained the following:
'The Ethics Act prohibits someone leaving state employment to represent another
person in front of that state agency for a period of one year. The Act does not prevent
a person from representing himself or herself. I would therefore conclude that the
Ethics Act does not prohibit us from contracting with Mary Jo to deliver training
services for us.
There are two separate questions. The first is that there would have to be a sole
source justification. The second is that if what Mary Jo and Nam/ developed is some
kind of training module, the Commonwealth owns that module. JVe should decide a
uniform policy of how we are going to handle the right of anyone else to use that
module and apply that policy consistently. We may only want to authorize its use by
contractors providing training for us, or we may be willing to let anyone use it, or we
may select some other policy."
17. Following the receipt of the Bellavance, January 8, 1999, memo Goldstein initiated
actions to have DCED contract with Shaub to provide "Train the Trainer" programs.
a. This included participation in the submission of a sole source contract.
18. On or about January 25, 1999, a sole source contract request in the amount of
$15,000 was completed which was signed by Linda Goldstein.
a. The request indicates that only a single contractor (Shaub) was capable of
providing the service.
b. The service to be provided was described as follows:
Hire Mary Jo Shaub to provide the coordination and delivery of seven Train the
Trainers sessions to service providers within the Southeastern Pennsylvania
region. Train the Trainers is a comprehensive training program entitled,
"Consulting Small Business on Pennsylvania Regulations and Resources."
The session delivers technical information on nine different state agencies that
either provide assistance to small businesses or are responsible for a regulatory
compliance issue. The program educates community based small business
service providers on specific regulations and resources that apply to small
business owners. An expert representative from each agency presents their
Shaub 01- 005 -C2
Page 7
segment of the rogram. The sessions will take place between February 11
and March 31, 1999.
c. Goldstein's request described the unique feature of the service that precluded
competitive procurement:
The program was conceptualized and created by Nancy Chavez (Manager,
Small Business Resource Center) and Mary Jo Shaub (Women's Business
Advocate). The two were trained by all nine agencies so that they could deliver
each agencies [sic] segment in the event of an absence by a speaker (expert
representative). Note: It is customary for one or two agencies to be unable to
send a representative to a training program. Therefore, it is imperative that at
least one staff member be trained in every aspect of the program.
Nancy Chavez and Mary Jo Shaub have coordinated and delivered the
program throughout Pennsylvania except for the southeastern re ion. They
were they [sic] only DCED staff involved in the development an[sic delivery of
the sessions since its inception in July 1997. The U.S. Sma Business
Administration recognized them with a Model of Excellence Award on
Entrepreneurial Training in December 1998 for the program. Neither Nancy
Chavez nor Mary Jo Shaub will be employed by DCED effective January 15
and January 29 respectively. Consequently, there will be no staff capable of
delivering the scheduled training programs.
d. As further justification for the sole source, the application stated this
procurement would enable the new Manager of Small Business Resource
Center and the new Women's Business Advocate to attend and receive training
so that they may present future programs without the need of a consultant.
e. The application was approved by DCED Deputy Secretary David Black.
19. The sole source request was reviewed and approved by DCED Deputy Chief Counsel
Jill Busch who forwarded the request on January 27, 1999, to the Department of
General Services, Bureau of Purchases, for approval.
a. The contract was approved on February 2, 1999, by DGS.
20. Shaub entered into Contract ME #98- 172 -0014 with the DCED as a representative of
Mary Jo Shaub Marketing /Public Relations for the presentation of eight Train the
Trainer seminars on February 9, 1999.
a. Shaub signed the contract on February 9, 1999.
b. The contract became effective on February 23, 1999.
c. DCED issued Shaub a Notice to Proceed on February 23, 1999, regarding the
presentations.
21. Shaub's fee was documented at $1,875.00 per session.
a. Shaub's fee included postage, fax, and telephone charges incurred; travel
costs; and actual coordination and presentation.
b. Shaub completed eight training seminars between the dates of February 25,
1999, and March 31, 1999.
22. Shaub received three checks totaling $15,000.00 from the Pennsylvania Treasury
Shaub 01- 005 -C2
Page 8
Department for the presentation of the Spring 1999 Train the Trainer program in
association with DCED Contract #98- 172 -0014.
a. On March 31, 1999, Shaub was issued check number 08339250 in the amount
of $3,750.00 for presentations in Delaware and Chester Counties.
b. On April 5, 1999, Shaub was issued check number 14648321 in the amount of
$5,625.00 for presentations in Seven Springs, Philadelphia County, and Berks
County.
c. On April 16, 1999, Shaub was issued check number 08351776 in the amount
of $5,625.00 for presentations in Montgomery /Berks, Lancaster and Lehigh
Counties.
d. The payments were deposited into personal bank accounts controlled by Mary
Jo Shaub.
23. Shaub, doing business as Mary Jo Shaub Marketing continued to provide Train the
Trainer consulting services to DCED after contract 98- 172 -0014 ended on June 30,
1999.
a. The continued use of Shaub as consultant was agreed to in discussions
between Shaub and Goldstein.
b. The agreement was entered into less than one year after Shaub left service as
Women's Business Advocate.
24. As early as April 23, 1999, Shaub and Goldstein discussed Shaub continuing as
consultant for the fall 1999 presentations.
a. In an e-mail to Goldstein, Shaub advised of revisions she was making for the
fall presentations.
25. The decision to utilize Shaub for the fall Train the Trainer program was approved by
Linda Goldstein.
a. No opinions were sought from DCED legal bureau for the continued use of
Shaub.
26. At the time Goldstein authorized retaining Shaub, DCED replacement employees for
Shaub and Chavez had been hired.
a. Neil Fowler was hired as Chief of the Small Business Resource Network on
April 12, 1999.
1. Fowler attended an April 1999 training session and had worked with
Shaub in learning the Train the Trainer program from April through June
1999.
b. Frances Harris was hired as Women's Business Advocate effective June 1,
1999.
27. A Sole Source Contract Request was completed by Goldstein or at Goldstein's
direction for continuing Shaub as consultant on or about May 17, 1999.
a. The Sole Source request was approved by DCED Deputy Secretary David
Black on May 17, 1999.
Shaub 01- 005 -C2
Page 9
b. The Sole Source request sought approval for a contract of $26,550 for the fall
1999 training sessions.
28. Justifications for the Sole Source contract were identical to those for contract 98 -172-
0014 with the following exceptions.
a. Dates of sessions were changed to between September 14, 1999, and
November 18, 1999.
29. The Sole Source request was submitted to DGS, Bureau of Purchases, on or about
June 23, 1999, and was approved by the Department on June 25, 1999.
30. Shaub signed the second contract with the DCED, Contract No. 99- 769 -0001, on July
19, 1999, as a representative of Mary Jo Shaub Marketing /Public Relations for the
presentation of nine Train the Trainer seminars in the late fall /early winter 1999.
a. The contract was to become effective on September 28, 1999.
b. DCED Assistant Counsel Joan Miller issued Shaub a Notice to Proceed on
September 29, 1999, regarding the presentations.
c. Shaub had presented Pittsburgh and Edinboro programs before receiving the
September 29, 1999, Notice to Proceed.
31. Shaub's fees of $26, 550 for the fall sessions 1999 included the following.
a. Locations and dates of presentations:
Date Location
September 14 Pittsburgh
September 23 Edinboro
September 29 Scranton
October 7 Allentown
October 14 Williamsport
October 20 King of Prussia
October 28 Johnstown
November 3 Harrisburg
November 18 State College
b. Customized Presentations:
80 hours @ $60 per hour
To be completed by May 28 $4,800.00
c. Update existing supply of training manuals
28 hours @ $60 per hour
To be completed by June 25 $1,680.00
d. Ordering new supply of training manuals
10 hours @ $60 per hour
To be completed by July 16 $ 600.00
e. Presentation
Coordination and delivery per session:
30 hours @ $60 per hour to include costs incurred
such as postage, fax, long distance telephone calls,
etc. (DCED to provide projector and registration
Shaub 01- 005 -C2
Page 10
sheets for participants) $1,800.00
Travel Costs: $ 310.00
Total per session: $2,110.00
Nine sessions x 9
Total Contract $18,990.00
f. Reportin g
8 hours @ $60 per hour
$ 480.00
Total $26,550.00
32. The fees were negotiated by Shaub and Goldstein.
33. Neil Fowler attended all of the fall 1999 sessions and began presenting the DCED
segment of the training program by the second session held on September 23, 1999.
a. Shaub was no longer required to present DCED's portion of the program, but
continued to introduce the various presenters and making [sic] a presentations
[sic] if a state agency was unable to attend a particular session.
b. Fowler provided all transportation for Shaub to eight (8) of nine (9) sessions.
1. Fowler was responsible for bringing all materials and manuals at the
state's expense.
34. Shaub received seven checks totaling $15,250.00 from the Pennsylvania Treasury
Department for the presentation of the Fall 1999 Train the Trainer program in
association with DCED Contract No. 99- 769 -0001.
a. On October 29, 1999, Shaub was issued check numbers 08608944 and
08608945 each in the amount of $2,110.00 for presentations in
Scranton /Clarks Summit and Allentown, PA.
b. On November 12, 1999, Shaub was issued check number 30626908 in the
amount of $2,110.00 for the presentation in Williamsport, PA.
c. On November 16, 1999, Shaub was issued check number 30632328 in the
amount of $4,220.00 for presentations in King of Prussia and Johnstown, PA.
d. On November 30, 1999, Shaub was issued check no. 07704316 in the amount
of $2,110.00 for the presentation in Harrisburg /Hershey, PA.
e. On December 6, 1999, Shaub was issued check number 30822178 in the
amount of $2,290.00 for the presentation at Penn State.
f. On January 7, 2000, Shaub was issued an additional check; check number
01439289 in the amount of $300.00, for the presentation at Penn State.
1. Shaub originally invoiced DCED $2,590.00 for the presentation at Penn
State, but was paid only $2,290.00.
2. The $300.00 additional check was issued to pay the outstanding
balance.
g. The checks were deposited into bank accounts controlled by Mary Jo Shaub.
35. Shaub performed the first two seminars (on September 14, 1999, and September 23,
Shaub 01- 005 -C2
Page 11
1999) in association with the Fall 1999 Train the Trainer program prior to the effective
date of Contract ME #99- 769 -0001.
36. A settlement agreement under Contract ME #99- 769 -0008 was completed in order to
issue payment to Shaub for the two presentations.
a. A settlement agreement is used by the Commonwealth to pay vendors when
services have been provided prior to an official notice to proceed.
1. Settlement agreements are not the usual or preferred method to contract
or make payments to vendors.
b. The settlement agreement authorized payment for these seminars.
c. Shaub signed the settlement agreement on November 18, 1999.
d. The settlement agreement was approved on February 3, 2000.
37. Shaub received a check totaling $11,300.00 from the Pennsylvania Treasury
Department for the presentation of two Train the Trainer seminars in the Fall of 1999
under DCED Contract ME #99- 769 -0008.
a. On February 24, 2000, Shaub was issued check number 09326389 in the
amount of $11,300.00 for presentations in Pittsburgh and Edinboro, PA.
1. The $11,300.00 payment also accounted for Shaub's time spent
customizing presentations, updating supplies of existing training
manuals, and ordering new supplies of training manuals.
38. Shaub was paid a total of $41,250.00 [sic] for contracts with DCED to present the
Train the Trainer program within one year of leaving state employment.
Contract No. Financial Gain
ME # 98- 172 -0014 $ 15,000.00
ME # 99- 769 -0001 $ 15,250.00
ME # 99- 769 -0008 $ 11, 300.00
Total $ 41,550.00
39. Train the Trainer programs were discontinued following the last contract with Shaub.
The following findings relate to the allegation that Shaub contracted with DCED for a
sponsorship for PA Conference 2000 within one year of leaving state employment
40. In or about May or June 1999 Shaub approached Linda Goldstein about the possibility
of DCED hosting or participating in a conference for small businesses in the
Commonwealth.
a. In 1995 Shaub had been a delegate to the White House Conference for small
businesses.
b. One of the proposals from the conference was that individual states hold similar
conferences.
c. Shaub met with Goldstein and presented the idea along with an outline of the
program.
41. The purpose for the conference on small business was to provide a forum by which
Shaub 01- 005 -C2
Page 12
small business owners may produce an economic development agenda for
presentation to the Governor and state legislature.
42. Shaub's idea consisted of holding three separate events, an eastern and western
conference to be held in Philadelphia, [sic] Pittsburgh and a state conference to be
held in Harrisburg.
a. Shaub was interested in DCED acting as a sponsor for the program.
b. Shaub was also seeking financial support from DCED for the conference.
c. Goldstein agreed to support the project.
43. On October 18, 1999, a Pennsylvania Conference on Small Business Organizational
Committee meeting was held at DCED offices.
a. In attendance were DCED employees along with Mary Jo Shaub and Donetta
D'Innocenzo of Shaub and D'Innocenzo Marketing.
1. D'Innocenzo was a former employee of the Department of General
Services and was a business partner of Shaub.
b. This meeting was the initial meeting where Shaub and D'Innocenzo were
identified as conference coordinators.
44. Shaub and D'Innocenzo Marketing is a General Partnership with the business address
of 861 Mandy Lane, Camp Hill, PA 17011.
a. Shaub and Donetta D'Innocenzo are the sole interested individuals in the
partnership.
45. On October 21, 1999, Shaub, D'Innocenzo, and Shaub & D'Innocenzo Marketing
submitted an application for registration of fictitious name to the Pennsylvania
Department of State.
a. The fictitious name was registered as Pennsylvania Conference on Small
Business 2000.
b. The registration for fictitious name application was approved on October 26,
1999.
46. Funding for the PA Conference on Small Business 2000 was obtained through
sponsorships and registration fees.
a. Sponsorships were solicited by Shaub and D'Innocenzo from various
corporations.
b. Shaub solicited a sponsorship from DCED through Linda Goldstein.
47. On November 10, 1999, Shaub sent a letter to Goldstein thanking her for agreeing to
be the prime sponsor for the PA Conference on Small Business 2000.
a. Attached to the correspondence was an invoice dated November 10, 1999,
addressed to Goldstein which included:
Key Sponsorship of the PA Conference on Small Business 2000 to include:
Western Regional Conference, February 22, 2000
Shaub 01- 005 -C2
Page 13
Eastern Regional Conference, February 24, 2000
State Conference, April 13 -14, 2000
Total Sponsorship Fee: $35,000
Terms: 30 days
Please make checks payable to: PACSB2000
FEIN: 25- 1847130
48. Shaub & D'Innocenzo Marketing raised funds for Pennsylvania Conference on Small
Business 2000 totaling $74,449.16 as shown below:
Method Amount
Sponsorships $ 60,209.16
Registrations $ 14,240.00
Total $ 74,449.16
a. Shaub & D'Innocenzo Marketing also raised "in- kind" sponsorships totaling
$14,333.55.
1. "In- kind" sponsorships included services performed, office space,
equipment, etc.
49. Organizations /businesses that sponsored Pennsylvania Conference on Small
Business 2000 by way of funding included DCED ($35,000.00); National City
Corporation ($20,000.00); Pennsylvania Department of Labor and Industry
($2,995.00); and Eastern PA Delegation — WHCSB ($2,214.16).
50. The Commonwealth's source of the sponsorship fee for the PA Conference was
through the Appalachian Regional Commission (ARC) Consolidated Technical Grant,
No. PA- 7784 -0C20 -302.
a. ARC approved DCED's request for the funding for the PA Conference on
January 28, 2000.
51. The Pennsylvania Conference on Small Business 2000 consisted of a Western
Regional Conference, an Eastern Regional Conference, and a Pennsylvania State
Conference.
a. The Western conference was held on February 22, 2000, at the Radisson
Hotel Pittsburgh located in Monroeville, Pa.
b. The Eastern Conference was held on February 24, 2000, at the Radisson
Valley Forge Hotel located in King of Prussia, PA.
c. The Pennsylvania State Conference was held on April 13 and April 14, 2000, at
the Hilton Harrisburg & Towers located in Harrisburg, PA.
52. Shaub & D'Innocenzo Marketing had documented expenses of $72,912.53 regarding
the presentation of the Pennsylvania Conference on Small Business 2000.
53. No contract existed between DCED and Shaub & D'Innocenzo Marketing regarding
DCED's sponsorship of Pennsylvania Conference on Small Business 2000.
a. Shaub received a verbal agreement from Linda Goldstein, Director of the Office
of Entrepreneurial Assistance, that DCED would provide the $35,000.00
sponsorship.
Shaub 01- 005 -C2
Page 14
b. Goldstein gave authorization to proceed with the conferences without a
contract.
54. In order for DCED to release the sponsorship funds to Shaub & D'Innocenzo
Marketing, a settlement agreement was required.
55. A Settlement Agreement was issued under Contract ME #99- 766 -0009 in order to
provide the $35,000.00 sponsorship authorized by Goldstein.
a. Shaub signed the Settlement Agreement on March 27, 2000.
b. The Settlement Agreement became effective on April 18, 2000.
56. On April 25, 2000, Shaub & D'Innocenzo Marketing was issued check number
09404659 totaling $35,000.00 from the Pennsylvania Treasury Department in
sponsorship of the Pennsylvania Conference on Small Business 2000 under DCED
Contract ME #: 99- 766 -0009.
a. Check number 09404659 was deposited into the business account of Shaub &
D'Innocenzo Marketing.
57. Payments issued to Shaub in accordance with Pennsylvania Conference on Small
Business 2000 from the business account of Shaub & D'Innocenzo Marketing totaling
$19,059.15 were deposited into Shaub's personal checking account.
a. Four thousand fifty -nine dollars and fifteen cents ($4,059.15) of this amount
was identified as expense reimbursement.
III. DISCUSSION:
Respondent Mary Jo Shaub (also referred to herein as "Respondent" or "Shaub ") was
at all times relevant to these proceedings a public official /public employee or former ublic
official /public employee subject to the Public Official and Employee Ethics Law, Act 9 of 1989,
Pamphlet Law 26, 65 P.S. § 401, et seq., as codified by the Public Official and Employee
Ethics Act, Act 93 of 1998, Chapter 11, 65 Pa.C.S. § 1101 et seq., which Acts are hereinafter
referred to as the "Ethics Act."
Section 1103(a) of the Ethics Act provides:
§ 1103. Restricted activities
(a) Conflict of interest. - -No public official or public
employee shall engage in conduct that constitutes a conflict of
interest.
65 Pa.C.S. § 1103(a).
The following terms pertaining to conflicts of interest are defined in the Ethics Act as
follows:
§ 1102. Definitions
"Conflict" or "conflict of interest." Use by a public
official or public employee of the authority of his office or
employment or any confidential information received through his
holding public office or employment for the private pecuniary
Shaub 01- 005 -C2
Page 15
benefit of himself, a member of his immediate family or a
business with which he or a member of his immediate family is
associated. The term does not include an action having a de
minimis economic impact or which affects to the same degree a
class consisting of the general public or a subclass consisting of
an industry, occupation or other group which includes the public
official or public employee, a member of his immediate family or a
business with which he or a member of his immediate family is
associated.
"Authority of office or employment." The actual
power provided by law, the exercise of which is necessary to the
performance of duties and responsibilities unique to a particular
public office or position of public employment.
Section 3(a)/1103(a) of the Ethics Act prohibits a public official /public employee from
using the authority of public office /employment or confidential information received by holding
such a public position for the private pecuniary benefit of the public official /public employee
himself, any member of his immediate family, or a business with which he or a member of his
immediate family is associated.
Section 1103(g) of the Ethics Act, which applies to former public officials /public
employees, provides as follows:
§ 1103. Restricted activities
(g) Former official or employee. - -No former public
official or public employee shall represent a person, with
promised or actual compensation, on any matter before the
governmental body with which he has been associated for one
year after he leaves that body.
65 Pa.C.S. § 1103(g).
The terms "represent," "person," and "governmental body with which a public official or
public employee is or has been associated are specifically defined in the Ethics Act as
follows:
§ 1102. Definitions
"Represent." To act on behalf of any other person in
any activity which includes, but is not limited to, the following:
personal appearances, negotiations, lobbying and submitting bid
or contract proposals which are signed by or contain the name of
a former public official or public employee.
"Person." A business, governmental body, individual,
corporation, union, association, firm, partnership, committee, club
or other organization or group of persons.
"Governmental body with which a public official or
public employee is or has been associated." The
governmental body within State government or a political
subdivision by which the public official or employee is or has
been employed or to which the public official or employee is or
has been appointed or elected and subdivisions and offices
within that governmental body.
Shaub 01- 005 -C2
Page 16
65 Pa.C.S. § 1102.
Pursuant to Section 3(g)/1103(g) of the Ethics Act, a former public official /public
employee is prohibited from representing a person for compensation on any matter before the
governmental body with which he was associated for a period of one year after he leaves that
body. This Commission has held that the term "person" includes, inter alia, the former public
employee himself. Confidential Opinion, 93 -005. Examples of prohibited representation
include: (1) personal appearances before the former governmental body or bodies; (2)
attempts to influence; (3) submission of bid or contract proposals which are signed by or
contain the name of the former public official /public employee; (4) participating in any matters
before the former governmental body as to acting on behalf of a person; and (5) lobbying.
Popovich, Opinion 89 -005.
The allegations in this case are that Respondent Shaub, a public official /public
employee in her capacity as Women's Business Advocate in the Entrepreneurial Office of the
Department of Community and Economic Development ( "DCED "), and a former public
official /public employee following her resignation from that position, violated Section
3(a)/1103(a) and Section 3(9)/1103(g) of the Ethics Act when: (1) she used the authority of
her public position for the private pecuniary benefit of herself and /or businesses with which
she is associated when she participated in DCED actions which resulted in the award of
contracts to herself and /or businesses with which she is associated relating to programs that
she developed while a Commonwealth employee; and (2) when she, as a former public
employee, represented a person as defined in the Ethics Act for promised or actual
compensation before her former governmental body within one year after leaving that body by
contracting with DCED to provide training services for women and minority businesses within
one year of leaving her state employment.
As noted above, the parties have submitted a Consent Agreement and Stipulation of
Findings. The parties' Stipulated Findings are reproduced above as the Findings of this
Commission. In the Consent Agreement, the Investigative Division has recommended
violations only as to Section 3(9)/1103(g) of the Ethics Act. Thus, per the Consent
Agreement, the Investigative Division has chosen not to further proceed as to the portion of
the allegations regarding an alleged violation of Section 3(a)/1103(a) of the Ethics Act. We
recognize that the Investigative Division has such prosecutorial discretion. Richards, Order
1145.
We shall now summarize the relevant facts as contained in the Stipulation of Findings.
Respondent Shaub was employed by DCED from August 26, 1996, through January
29, 1999, in the position of "Women's Business Advocate." Shaub's job duties as Women's
Business Advocate are set forth in Finding 3. The position was based in the Entrepreneurial
Assistance Office (EAO). The Director of the EAO, Linda Goldstein ( "Goldstein "), was
Shaub's immediate supervisor.
In 1997 Respondent, in her capacity as Women's Business Advocate, was
instrumental in developing a training program for DCED through the EAO. The training
program was entitled "Train the Trainer." Respondent worked closely with Nancy Chavez
( "Chavez "), Minority Business Advocate, in the development of this program. The program's
objectives, purpose and project description are set forth in Finding 8.
As DCED employees, Shaub and Chavez served as the coordinators /facilitators for
Train the Trainer sessions conducted in 1997 and 1998. However, in mid -1998 both Shaub
and Chavez made decisions to leave the employment of DCED. Chavez accepted a position
with the Department of General Services effective January 16, 1999. Shaub resigned from
DCED effective January 29, 1999. At the time Shaub and Chavez left DCED, no one had
been hired to replace them.
Shaub 01- 005 -C2
Page 17
Goldstein knew in advance of Shaub's intention to resign. In 1998, at least two months
prior to Shaub's departure, Goldstein and Shaub discussed Shaub's departure from DCED
and the potential of Shaub continuing with the Train the Trainer program as a consultant.
On or about January 8, 1999, Goldstein discussed with DCED Policy Director Timothy
McNulty "McNulty") the possibility of retaining Shaub as a consultant. McNulty questioned
whether there could be a problem with a former employee contracting with DCED within one
year of leaving state employment. McNulty raised the issue with DCED Chief Counsel Russ
Bellavance ( "Bellavance "), who concluded that the Ethics Act would not prohibit DCED from
contracting with Respondent for training services. See, Finding 16.
Thereafter, Goldstein initiated actions to have DCED enter into a sole source contract
with Shaub. In February 1999 Shaub entered into Contract ME #98- 172 -0014 with DCED as
a representative of "Mary Jo Shaub Marketing /Public Relations" for the presentation of eight
Train the Trainer seminars. Shaub completed the seminars between February 25, 1999, and
March 31, 1999, and received payments from the Commonwealth totaling $15,000 for the
presentations.
Contract 98- 172 -0014 ended on June 30, 1999. However, Shaub and Goldstein
discussed and agreed to the continued use of Shaub as a consultant. No opinions were
sought from DCED Counsel as to the continued use of Shaub.
On July 19, 1999, Shaub signed Contract No. 99- 769 -0001 with DCED, as a
representative of Mary Jo Shaub Marketing /Public Relations, for the presentation of nine Train
the Trainer seminars in late fall /early winter 1999. Shaub presented two of the programs prior
to receiving the official Notice to Proceed from DCED Counsel. Therefore, a "settlement
agreement (under Contract ME #99- 769 -0008) was also effectuated in order to pay Shaub
for the two presentations which had already occurred. Shaub signed the settlement
agreement on November 18, 1999, and it was approved on February 3, 2000.
Shaub received payments totaling $26,550 for the Fall 1999 Train the Trainer program.
These payments were associated with two DCED contract numbers, specifically Contract No.
99- 769 -0001 and Contract ME #99- 769 -0008.
The parties have stipulated that Shaub was paid a total of $41,250 for contracts with
DCED to present the Train the Trainer program within one year of leaving state employment
(see, Finding 38). We note that there is a $300 disparity within Finding 38, as stipulated by
the parties, between the stipulated total of the payments ($41,250) and the calculation which
immediately follows (totaling $41,550). We do not perceive the discrepancy to be significant
and shall resolve it to Respondent's advantage by adopting the lower stipulated figure.
Stipulated Findings 40 through 57 establish that Shaub also met with DCED staff and
solicited a DCED sponsorship of a conference, specifically "The Pennsylvania Conference on
Small Business 2000," within one year of leaving state employment.
In or about May or June 1999 Shaub approached Goldstein about the possibility of
DCED hosting or participating in a conference for small businesses in the Commonwealth.
Goldstein agreed to support the project.
On October 18, 1999, Shaub participated in an organizational committee meeting for
the conference. The meeting was held at DCED offices. The meeting included Shaub,
Shaub's business partner, Donetta D'Innocenzo (of Shaub and D'Innocenzo Marketing), and
DCED employees. This meeting was the initial meeting where Shaub and D'Innocenzo were
identified as the conference coordinators.
On November 10, 1999, Shaub sent a letter to Goldstein thanking her for agreeing to
Shaub 01- 005 -C2
Page 18
be the prime sponsor for the PA Conference on Small Business 2000 and including an invoice
dated November 10, 1999, in the total amount of $35,000 for the sponsorship fee.
By January 28, 2000, DCED secured approval to use federal funding for the $35,000
sponsorship. The other sponsors of the conference are listed at Finding 49.
The parties have stipulated that "No contract existed between DCED and Shaub &
D'Innocenzo Marketing regarding DCED's sponsorship of Pennsylvania Conference on Small
Business 2000." Finding 53. However, the parties have further stipulated that Shaub
received a verbal agreement from Goldstein that DCED would provide a $35,000 sponsorship
for the conference. Finding 53a. A Settlement Agreement was issued under Contract ME
#99- 766 -0009 for the $35,000 DCED sponsorship. Finding 55. Shaub signed the Settlement
Agreement on March 27, 2000 (Finding 55a), which was more than one year after Shaub left
Commonwealth employment. The Settlement Agreement became effective April 18, 2000.
Finding 55b.
On April 25, 2000, a Commonwealth check totaling $35,000 was issued to Shaub &
D'Innocenzo Marketing for the DCED sponsorship of the conference. The check was
deposited into the business account of Shaub & D'Innocenzo Marketing.
Payments totaling $19,059.15 were deposited into Shaub's personal checking account
from the business account of Shaub & D'Innocenzo Marketing relative to the Pennsylvania
Conference on Small Business 2000. Of this amount, four thousand fifty -nine dollars and
fifteen cents ($4,059.15) was identified as expense reimbursement.
Having highlighted the Stipulated Findings and issues before us, we shall now apply
the Ethics Act to determine the proper disposition of this case.
The parties' Consent Agreement sets forth a proposed resolution of the allegations.
The Consent Agreement proposes that this Commission find that: (1) Shaub committed
unintentional violations of Section 3(g)/1103(g) of the Ethics Act when she and /or a business
with which she is associated contracted with DCED, her former employer, within one year of
leaving state service to provide Train the Trainer seminars; and (2) Shaub violated Section
3()/1103(g) of the Ethics Act when a business with which she is associated contracted with
DCED to act as a prime sponsor for the PA Conference 2000, within one year of her leaving
employment with DCED. Shaub has agreed to make payment of $5,000 to the
Commonwealth of Pennsylvania through this Commission in settlement of this matter.
We shall consider the parties' proposals seriatim.
First, it is clear that Shaub committed violations of Section 3(g)/1103(g) of the Ethics
Act when she and /or a business with which she is associated contracted with DCED, her
former employer, within one year of Shaub's leaving state service for the provision of Train the
Trainer seminars.
During the one -year period following termination of service in a public position, Section
3(g)/1103(g) prohibits a former public official /public employee from representing a "person" —
whether a business (see, definitions of "represent" and "person" above, 65 Pa.C.S. § 1102)
or the former public official/public employee herself (Confidential Opinion, 93 -005)— before the
former governmental body on any matter for promised or actual compensation. 65 Pa.C.S. §
1103(g). The statutory definition of "represent" specifically lists examples of prohibited
representation which include personal appearances, negotiations, and the submission of bid or
contract proposals signed by or containing the name of the former public official /public
employee. 65 Pa.C.S. § 1102. The activities in this case went even further, to actual
contracting with the former governmental body.
With few exceptions, contractual arrangements between a former public official /public
employee and the former governmental body are prohibited by Section 1103(g) during the
Shaub 01- 005 -C2
Page 19
one -year period of applicability of the restrictions. See, Confidential Opinion, 93 -005;
Confidential Opinion, 97 -008. The recognized exceptions do not apply here. See,
Confidential Opinion, 92 -005 (the restrictions do not apply when a former public official /public
employee is acting as an impartial arbiter between the former governmental body and others,
and hence is not representing himself before his former governmental body); Confidential
Opinion, 97 -012 (the restrictions do not apply when the payments to the former public
official /public employee are limited to expenses incurred).
Shaub's activities in February 1999, when she entered into Contract ME #98- 172 -0014
with DCED as a representative of "Mary Jo Shaub Marketing /Public Relations" for the
presentation of eight Train the Trainer seminars, clearly constituted "representation" prohibited
by Section 3(g)/1103(g) of the Ethics Act. After Contract 98- 172 -0014 ended on June 30,
1999, Shaub participated in discussions with Goldstein regarding the continued use of Shaub
as a consultant. Prohibited representation occurred on July 19, 1999, when Shaub signed
Contract No. 99- 769 -0001 with DCED, as a representative of Mary Jo Shaub
Marketing /Public Relations, for the presentation of nine more Train the Trainer seminars, and
on November 18, 1999, when Shaub signed the settlement agreement that was effectuated to
pay her for two presentations which occurred before she received an official Notice to Proceed
with the training seminars.
The above activities occurred during the one -year period of applicability of Section
3(g)/1103(g), such that Shaub was engaging in prohibited representation before DCED,
Shaub's former governmental body. Per the Stipulated Findings, Shaub was paid a total of
$41,250 for the above contracts with DCED to present the Train the Trainer program within
one year of leaving state employment (see, Finding 38).
Intent is not a requisite element for a violation of the Ethics Act. See, e.q., Yocabet v.
State Ethics Commission, 531 A.2d 536 (Pa. Cmwlth. 1987) (holding that the township
su in that case violated Section 3(a) of the Ethics Act even if he did not intend to do
so . Nevertheless, it would seem that the aforesaid violations were unintentional, since even
D ED was under the mistaken impression that Shaub's /Shaub's business could provide
consulting services to DCED as proposed without transgressing the Ethics Act. See, Finding
16.
Based upon the above analysis, we agree with the parties that Shaub committed
unintentional violations of Section 3(g)/1103(g) of the Ethics Act when she and /or a business
with which she is associated contracted with DCED, her former employer, within one year of
her leaving state service to provide Train the Trainer seminars.
Turning to the second portion of the Consent Agreement's proposed disposition of this
case, the parties propose that this Commission find that Shaub violated Section 3()/1103(g)
of the Ethics Act when a business with which she is associated contracted with DCED to act
as a prime sponsor for the PA Conference 2000, within one year of her leaving employment
with DCED.
It is clear that Shaub violated Section 3(g)/1103(g) of the Ethics Act as to her activities
involving the contract with DCED for sponsorship of the Pennsylvania Conference on Small
Business 2000. In or about May or June 1999, shortly after Shaub left DCED, Shaub
approached Goldstein about the possibility of DCED hosting or participating in such a
conference. On October 18, 1999, Shaub participated in the organizational committee
meeting for the conference held at DCED offices with DCED employees. On November 10,
1999, Shaub sent a letter to Goldstein thanking her for agreeing to be the prime sponsor for
the PA Conference on Small Business 2000 and enclosing an invoice for the agreed $35,000
sponsorship fee.
It is clear from the Stipulated Findings that for purposes of applying the Ethics Act, a
verbal contract existed as to DCED's sponsorship of the PA Conference on Small Business
Shaub 01- 005 -C2
Page 20
2000 during the one -year period of applicability of Section 3(g)/1103(g). Given the existence
of the verbal contract, the fact that the written contract was signed by Shaub on March 27,
2000 (Finding 55a), after the one - period had expired, is of no consequence.
Also of no consequence is a determination of whether Shaub or the business with
which she was associated —Shaub & D'Innocenzo Marketing —was the actual party to the
contract with DCED. Either way, the end result would be the same: A violation of Section
1103(g) occurred based upon the activities of Shaub surrounding the contract, which activities
constituted prohibited representation of Shaub /Shaub & D'Innocenzo Marketing before
Shaub's former governmental body, DCED, with promised or actual compensation. (See,
Findings 56 -57).
While the parties have factually stipulated that "No contract existed between DCED
and Shaub & D'Innocenzo Marketing regarding DCED's sponsorship of Pennsylvania
Conference on Small Business 2000," Finding 53, they have proposed that this Commission
find that Shaub violated Section 3(g)/1103(g) of the Ethics Act when a business with which
she is associated contracted with DCED to act as a prime sponsor for the PA Conference
2000, within one year of her leaving employment with DCED. We conclude that Shaub
violated Section 3(g)/1103(g) of the Ethics Act when Shaub /Shaub & D'Innocenzo Marketing,
a business with which Shaub is associated, contracted with DCED to act as a prime sponsor
for the PA Conference 2000, within one year of Shaub's leaving employment with DCED.
Finally, Shaub has agreed to make payment of $5,000 to the Commonwealth of
Pennsylvania through this Commission in settlement of this matter.
We accept the Consent Agreement submitted by the parties, based upon our review as
reflected in the above analysis and the totality of the facts and circumstances. Accordingly,
Shaub is directed to make payment in the amount of $5,000 to the Commonwealth of
Pennsylvania through this Commission in a timely manner. Compliance with the foregoing will
result in the closing of this case with no further action by this Commission. Noncompliance
will result in the institution of an order enforcement action.
IV. CONCLUSIONS OF LAW:
1. Upon her resignation effective January 29, 1999, from the position of Women's
Business Advocate for the Commonwealth of Pennsylvania, Department of
Community and Economic Development (DCED), Mary Jo Shaub ("Shaub") became a
former public official /public employee subject to the restrictions of Section 3(g)/1103(
of the Public Official and Employee Ethics Law, Act 9 of 1989, Pamphlet Law 26, 6
P.S. §401, et seq., as codified by the Public Official and Employee Ethics Act, Act 93
of 1998, Chapter 11, 65 Pa.C.S. §1101 et seq., which Acts are hereinafter referred to
as the "Ethics Act."
2. Shaub committed unintentional violations of Section 3(g)/1103(g) of the Ethics Act
when she and /or a business with which she is associated contracted with DCED, her
former employer, within one year of her leaving state service to provide "Train the
Trainer" seminars.
3. Shaub violated Section 3(g)/1103(g) of the Ethics Act when Shaub /Shaub &
D'Innocenzo Marketing, a business with which Shaub is associated, contracted with
DCED to act as a prime sponsor for the Pennsylvania Conference on Small Business
2000, within one year of Shaub's leaving employment with DCED.
In Re: Mary Jo Shaub
ORDER NO. 1242
File Docket: 01- 005 -C2
Date Decided: 5/2/02
Date Mailed: 5/16/02
1. Mary Jo Shaub ( "Shaub "), a former public official /public emplo ee following her
resignation effective January 29, 1999, from the position of Women's Business
Advocate for the Commonwealth of Pennsylvania, Department of Community and
Economic Development (DCED), committed unintentional violations of Section
3(g)/1103(g) of the Ethics Act when she and /or a business with which she is
associated contracted with DCED, her former employer, within one year of her leaving
state service to provide "Train the Trainer" seminars.
2. Shaub violated Section 3(g)/1103(g) of the Ethics Act when Shaub /Shaub &
D'Innocenzo Marketing, a business with which Shaub is associated, contracted with
DCED to act as a prime sponsor for the Pennsylvania Conference on Small Business
2000, within one year of Shaub's leaving employment with DCED.
3. Per the Consent Agreement of the parties, Shaub is directed make payment in the
amount of $5,000 to the Commonwealth of Pennsylvania through this Commission in a
timely manner.
a. Compliance with the foregoing will result in the closing of this case with no
further action by this Commission.
b. Non - compliance will result in the institution of an order enforcement action.
BY THE COMMISSION,
LOUIS W. FRYMAN, CHAIR