EWUA Financial Malfeasance & Bullying

Carol Ann Anderson Statement

Late August 2023, I became aware of the problems with the Eastsound Water Users Association. I attended the two Zoom calls held in the Fall of 2023 to discuss a proposed change to the bylaws. They appeared to be written to protect the Board from further issues that might come their way, which didn’t seem appropriate.

I was elected as a Board member in November 2023.  Regrettably, after just a few short months on the Board, I don’t see a resolution moving forward without a recall. The only way to resolve these violations of the Members’ rights is to replace Nelson, Nigretto, Cleveland, and Templin with Directors who will follow state law, the EWUA bylaws, and everyday Board ethics.

During the first Board meeting on December 5, 2023, I began to understand some of the issues. There were only five of us on the Board at that time. Two additional seats were vacant.  This small board was tasked to fix the problems the old board had created.  During the open portion of the general meeting, Teri Nigretto was elected as President, Jim Nelson as Vice President, and I was voted in as Secretary/Treasurer.  I then began to take notes as part of my secretarial duties.  I took them for both the general and the closed session.  

In the closed session, the Board decided to include Jim Cook as a Board member.  He was the candidate receiving the third most votes during the November election.  The notice to the members was issued on December 15, 2023.  It announced Jim’s position on the Board.  It also included an invitation to the members to fill a fourth open position that became available after the election.  See my affidavit for more information.

The old and new boards have made many mistakes.  During the last six months, the conditions on the present Board have continued to deteriorate. Many poor decisions have been highlighted on the recallwater.com website.  I believe my removal as Secretary/Treasurer in April of 2024 was one of the Board’s more significant mistakes. This knee-jerk reaction has put the association in jeopardy.  

The Board members constantly tried to stop me from reporting what was honestly happening at the various meetings.  I have made suggestions, offered help, and performed my duties in a way that provides truth and transparency to all members. I hoped that my actions might be helpful to the EWUA Board in resolving the issues identified earlier in 2023.  I also hoped to provide members with adequate and accurate information.  I believe that the members elected us to these positions of trust, and we owe it to them to run the association in an honest and trustworthy manner. 

My career and education provide experience in project management, contracts, and government regulations. I have also written or helped write bylaws for several organizations. I have a background in business cost analysis and accounting. I understand how a business should be run, both for-profit and nonprofit entities. I could help resolve some of EWUA’s problems.  The Dominant Board Faction has repeatedly rejected my offer to help to improve the organization.  They believe the status quo is fine, but it is not! 

The remainder of my statement is prepared to describe many of the issues and actions that have occurred since I was elected Secretary/Treasurer and eventually dismissed from that position.

We are calling for the removal of the Dominant Board Faction that continues to suppress information and dissenting opinions: Jim Nelson, Teri Nigretto, Mike Cleveland, and Leith Templin. 

1. Accounting and Financial Concerns

1. The General Manager has continued to restrict access to all records. Access to the computer accounting system was not granted to determine whether individual expenditures were reasonable and equitable. Only accounting summaries were made available.
2. Receipts and invoices were not available to the Treasurer. The Treasurer couldn’t view transaction-level financial information. 
3. The Treasurer was given only what the General Manager and Teri Nigretto thought the Treasurer should see. 
4. Teri Nigretto, Board President, dictated that no conversations between Secretary/Treasurer Carol Ann Anderson and the General Manager be permitted without Nigretto’s knowledge and approval.  Ms. Nigretto also asked that she be the only one on the Board allowed to speak with EWUA legal counsel.
5. The Treasurer and General Manager discussed appropriate tracking of hours, materials, stock, and funds expended for Rosario, Doe Bay, and Olga water systems and capital projects.  To date, it is not being considered by the General Manager or the current Board.  EWUA does not have an accounting system set up to track multiple projects.  Implementing a system that will track costs and hours by job is imperative to making sure that the association members are not paying for maintenance work being done for Rosario, Olga, and Doe Bay. It would also allow proper billing on the contracts. It is essential to track costs and schedules on each of the capital projects identified in the water plan.  Currently, this work is being charged to the general fund.  The funds must be tracked well so the monies spent are accounted for properly.
6. Some of the Board of directors have not seen the August 2023 settlement agreement between EWUA and General Manager Dan Burke to prevent a threatened lawsuit against EWUA. Yet, the Board frequently cites it as a reason why EWUA’s financial records cannot be investigated.

2) Censoring of Information

1. On December 5, 2023, in the executive session, the Board accepted Jim Cook to fill the third vacant seat. Jim was the third candidate elected during the November 2023 election. A notice to the members on December 15, 2023 announced that it had agreed to appoint Jim Cook to the Board. At the same time, the Board invited the members to fill the fourth position.  

During the January 9, 2024 special meeting executive session, Director Jim Cook was not permitted to vote for an individual to fill the fourth vacant seat.  This allowed Teri Nigretto, Jim Nelson, and Mike Cleveland to appoint Leith Templin to the Board without Jim Cook’s participation. There was a concerted effort to keep Jim Cook off the Board until Leith Templin could be appointed. 

2. The Board has taken multiple actions in closed sessions.
3. From the Board annual meeting held on November 15, 2023 until January 1, 2024, Jim Nelson was the sole acting officer for the Association. Even though other officers were elected on December 5, 2023, Jim Nelson remained in command of the Board until the first of 2024, acting as President, Vice President, and Secretary/Treasurer for six weeks. This was in contravention of the State law that does not permit the same individual to be President and Secretary.
4. The Dominant Board Faction has colluded to manage the association without including input from all of the board members.  An “Executive Committee” including Teri Nigretto, Leith Templin, and Jim Nelson orchestrated Board activities. The full Board has not recognized any Executive Committee nor authorized an Executive Committee to take any actions on its behalf.  This activity continues and all Board members are not included in discussions or resolution.
5. The Dominant Board Faction censored what is included and excluded from the Board minutes. The Secretary’s minutes have been replaced with alternative Board minutes drafted by a staff member. During the March 19, 2024 Board meetings, a motion was passed to use only staff-written minutes. The EWUA website only contains staff-generated minutes for December 2023 through March 2024. I was removed from the Secretary/Treasurer position during the March 19, 2024 meeting.
6. The Dominant Board Faction has repeatedly attempted to suppress information from the membership. Portions of the Board have been less than open and disagree with reasonable sharing of information with the entire Board and members.  
7. Requests for special Board meetings by the Secretary/Treasurer were denied by President Teri Nigretto.  The purpose behind the requests was to resolve some of the problems with Board communication issues before the general meeting.  
8. In an email to all Board members, I distributed a proposal regarding the budget and the execution of capital projects. The written document was provided and briefly discussed during the February 4, 2024 special meeting.  It included considerations for budgets in 2024 and 2025. Currently, Teri Nigretto denies receiving the proposal, although she attended the meeting.  No action has been taken, and the 2024/2025 budget has not been amended during the last fiscal year, although much has changed.  Note that Teri Nigretto has prohibited the use of emails when discussing actions within the Board.
9. The IRS requires nonprofits to release Form 990 to the public when it is filed with the IRS.  Members requested a copy of the document.  The Board responded that the 990 was not an accounting document available to the members, and the request was denied.

3) General Manager Compensation

1. According to Tenar Hall’s open letter on recallwater.com, Dan Burke paid himself at least $24,552.61 without Board approval between 2021 and 2022 — a large portion of which was for purportedly “unused” vacation time, which is not allowed by the EWUA Employee Handbook for salaried employees.  See Ms. Hall’s statement for further details.
2. The Board does not oversee what Dan Burke reports on his timecard for vacation or sick leave, and no Board member approves his timecard.

  4)   Unreasonable expenditure of funds.

1. The General Manager has been hiring independent contractors with no legal arrangements. The General Manager requested the Treasurer’s signature for a $8,120.00 check without documentation.  The Treasurer prepared backup documentation and provided the General Manager with a sample independent contract agreement to use in the future.  The Treasurer does not know if other contractors hired have legal documents. Over $70,000 on independent contractors was expended last year, according to financial statements.  There is no information available for these expenditures. The Treasurer was unable to obtain documentation.  Contracting through verbal contracts is legally ill-advised and puts the Association at risk for liability and injury claims. The Association’s insurance will likely not cover arrangements with third parties without a legal contract.
2. The Treasurer was asked to sign a check in 2024 for over $53,000 for computer accounting services for 2023.   No reason was given by the General Manager as to why these invoices were delinquent.  The computer/accounting firm issued a series of invoices in 2024 for services rendered in 2023.  The 2023 balance sheet shows considerable money paid for these services in 2023.  I believe that the invoices submitted were double billings.  No one in the review chain, bookkeeping, accounting, or General Manager questioned this extensive billing so early in the year, yet they cut a check.  I would not sign the check and returned it to the General Manager, requesting that he investigate.

The gravity of the situation is that I was never given another check to sign to cover these charges.  Had I not noticed, the computer/accounting firm would have received more money than was due for their services, potentially leading to a significant financial loss for the association

5)   Bylaw violations

1. The bylaws committee attempted to issue the new bylaws without membership approval, which is required by the Articles of Incorporation.
2. The directors mentioned above plan to enforce the updated bylaws without obtaining approval from the Members, which violates the Articles of Incorporation. The Articles of Incorporation hold more weight than the bylaws and require any changes to be approved by the Members.  

6).  False Narrative

1. Although the previous Board and the current Board have advised that all the audit items from the August 2023 forensic investigation report were investigated and remedies put in place, this has yet to occur. There is no evidence of any investigations, no reports, no documentation.  Few remedies have been put in place.  This issue was sent to the Board in an email from Carol Ann Anderson dated January 23, 2024.  No response was ever received from any of the fellow Board members, and no meeting has been scheduled to discuss any of the open remedies.

7)   Intolerance

1. On April 2, 2024, Carol Anderson was removed as Treasurer of the Board by Jim Nelson, Teri Nigretto, Mike Cleveland, and Leith Templin. 
2. On June 16, 2023, Steve Smith was removed from the Board by Jim Nelson, Mike Cleveland, Joe Cohen, and Clyde Duke.
3. On March 16, 2023, Tenar Hall resigned from the Board and as EWUA Treasurer because her access to the financial records was blocked by Jim Nelson, Joe Cohen, Clyde Duke, and Dan Burke. The Board published a statement saying that they removed Tenar Hall from the Board. 
4. All three (Anderson, Hall, and Smith) sought access to EWUA’s financial records. All three were prohibited from accessing the records. 
5. Jim Nelson has been actively interfering with Directors’ access to EWUA’s financial records for an extended period. 

The only way to resolve these violations of the Members’ rights is to replace Nelson, Nigretto, Cleveland, and Templin with Directors who will follow state law, the EWUA bylaws, and everyday Board ethics. To make this happen, we ask the Members to:

• Sign a petition calling for a meeting of the Members.
• Attend the Member meeting, in person or via proxy, to vote on a Recall.

We can make a difference for the better…if we work together.  

Thank you,

Carol Ann Anderson

EWUA Board Member and former Secretary/Treasurer