Co-op investigation finds Wagner at fault
At the March 28 meeting of the Socorro Electric Cooperative Board of Trustees, members heard a report on an investigation of trustee Charlie Wagner.
Having hired Ira Bolnick, an independent investigator, to look into concerns about Wagner’s conduct, the board listened to Bolnick’s findings. His report is 43 pages long and contains nine exhibits.
The central issue, Bolnick said, is to look at what evidence there is against Wagner alleging he failed in his duties and the responsibilities of a trustee.
Issues Bolnick said he looked at included recordings of board of trustees executive sessions and disclosure of those recordings; unauthorized or inappropriate contact with a vendor; improper claims for payment or expenses as a trustee; possible self interest in asserting claims against the cooperative; and unprofessional or discriminatory conduct toward other individuals in his capacity as a trustee.
Bolnick said he added an issue himself. He noticed Wagner is claiming he is being retaliated against for being a whistleblower and looked into that as well.
Bolnick said he interviewed numerous people and went through numerous various documents while investigating the case.
“I was surprised by how strict the standards are that apply to trustees,” Bolnick said. “It is clear, from the law and from policies and procedures, that this is a fiduciary position that is held by all of you (co-op trustees) and that the standards that you have adopted in your policies are really quite strict.”
He said it quickly became apparent that Wagner has caused consternation among other trustees and has generated a lot of controversy both among members and in the local press.
“I formed the impression that he may revel in being provocative — not that there is anything wrong with that,” Bolnick said. “That itself does not establish any wrongdoing or inappropriate conduct under policy.
“I found Mr. Wagner to be forthcoming … and personable, and he seems to me that he acted out of a good faith belief that the board of trustees is resistant to reform, and that the changes which he advocates are in the best interest of the co-op.”
But, Bolnick said, Wagner’s running up against resistance to his positions has resulted in a “my way or the highway attitude,” according to former trustee Leroy Anaya, and Wagner has zealously criticized those who disagree with him or who failed to live up to his demands as to how the co-op’s business should be conducted.
Bolnick’s report concludes Wagner has violated some of the high standards and strict rules imposed by the concept of fiduciary duty and some of the specific policies of the SEC.
Wagner has disparaged other trustees and some staff, Bolnick said. Wagner has backed a counter claim against the co-op and has appeared as a witness for an adverse party against the co-op. Wagner solicited advice and input from a vendor to support reform efforts and disparaged other trustees in the process.
“He disregarded the board’s established rules and defied board directives,” Bolnick said.
Finally, Bolnick said Wagner failed to promptly handle an overpayment of expenses connected with a conference.
“My lasting impression is of a trustee who has zealously advanced his agenda and has chosen to do battle with those who oppose it or stand in the way of its implementation,” Bolnick said. “… A stricter standard applies to those who hold a fiduciary duty, and Mr. Wagner has failed to live up to that standard in the several respects described in this report.”
Bolnick went on to detail his investigation, explaining the sources for his conclusions, policy by policy, rule by rule.
“I want to make clear that I was charged with investigating allegations against a certain trustee and it is not my job to expand the scope of that investigation to other things in the past, or in the future, or in the present for that matter,” Bolnick said. “But these standards apply to every member of the board and trustee.”
Bolnick detailed several incidences where he believes Wagner has been in conflict of interest to the standards of the co-op, including times where Wagner should not have voted on items on the board of trustees meeting agenda and the times Wagner taped executive sessions.
“Mr. Wagner clearly has yelled at others and has been not only critical but demeaning, belittling and sarcastic about the conduct and character of other trustees, staff and board council,” Bolnick said, adding the words were not his own but used by others during his investigations.
“That kind of behavior clearly violates the standards of ethics the board of trustees should follow,” he said.
Bolnick also said he could not find any statute that applies to this case in regard to the whistleblower claim.