The City Council Meeting on Tuesday, January 19th, 2021
At some point on January 19th, 2021, prior to the council’s meeting, the CEO contacted me. She asked if I knew anything about an item on the council’s agenda regarding the SEDC’s by-laws, and I told her that I had not heard anything about it. The CEO was very concerned that this item had not been brought to her attention. The city’s staff, including the CEO, always reviewed the upcoming agenda in their staff meetings the week before council meetings. When staff had reviewed the agenda the SEDC item had not been on it, but somebody had it added late in the week after the staff review. The CEO said she was going to ask the City Manager, Gina Nash, why the by-laws were on the agenda. I spoke to the CEO again later in the day and she said that the City Manager had told her that Jeff had requested the agenda item and the CEO would have to ask him what it was about. I don’t know if the CEO contacted Jeff that day.
As we were about a year into the Covid pandemic, the council meetings were broadcast on Zoom, with some councilmembers present at City Hall and others attending virtually.
I had been planning to watch the council meeting that evening anyway, as both the board’s VP (Tim Shivers) and I were up for reappointment to the board. Prior to the call from the CEO I had no reason to doubt that I would be reappointed just as I had been before, but knowing that the council was taking up the by-laws had me worried that the council may have been frustrated with the board. If so, they may have intended to remove the board’s leadership. For my part, I had never been aware of any frustration from the council, and the council had unanimously approved of the SEDC’s Strategic Plan just a few months earlier, so I was very caught off-guard by the by-law agenda item just as the CEO had been.
Workshop Session
Prior to the actual council meeting, the council held a workshop session to interview applicants for boards and commissions and to discuss the council’s agenda items. The interview portion of the meeting was not broadcast publicly on Zoom, but the broadcast went live shortly after the interviews ended, while the council was still discussing appointments. It was not clear if the council was aware that they had gone “live”. The workshop was not recorded.
One of the previous SEDC directors, Mike VanBuskirk, who had been the VP, had decided not to apply for reappointment. On the Zoom call, one of the councilmembers (I think it was Brett Franks, but I don’t know that for certain) asked Jeff if he knew why Mike had not applied to be appointed to another term. Jeff said that he had spoken to Mike and that Mike had told him that he was frustrated by how things were going (or maybe by how the EDC was being managed, I don’t recall the exact wording of his answer). Jeff said that he didn’t want to go into details in the workshop meeting as Mike may not have wanted his concerns raised publicly. One of the councilmembers asked if Jeff thought Mike would be willing to serve again if his concern was addressed and Jeff said he could ask him.
Mike had told me a year earlier that he was planning to step aside for personal reasons, so I was again caught off-guard. Mike and I had served well together for several years, so I was concerned that Mike had raised an issue to Jeff which he had never raised to me.
While discussing the SEDC, several councilmembers said they had no concerns about reappointing Tim and me, and nobody protested, so I was fairly relieved that the council was not going to remove the SEDC’s leadership.
Council Meeting
The council wrapped up their workshop and started their actual meeting. Once the council got to the appointments in their actual meeting, both Tim and I were reappointed.
On the topic of the SEDC’s by-laws, it was clear when Mayor Felix introduced the item that he had no idea that Jeff was going to be proposing an amendment. He seemed to not know exactly why it was on the agenda. Jeff volunteered to get the conversation started.
Jeff said that, as the council knew, in the City Manager’s review in December she had been asked what part of her job she liked and what she’d like to do more of, and that had led to a discussion of “maybe expanding her duties and one of those expansions would be being over the EDC, in other words the EDC would be reporting to her”. He also stated “that ultimately the EDC Department report to the city manager.” (I believe it’s important to note that the EDC is not a “department” as Jeff called it but a corporation.)
Jeff was asked how his proposed change would affect the BoD, and he responded “I guess there's really two things here. One is the board would become more like the rest of our boards, you know a true ‘Advisory Board’. I don't think from a day-to-day standpoint their discussions would change a whole lot because like you [Mayor Felix] said they really can't approve anything without our ultimate approval, so I don't think that would change a whole lot, and then the other part of it structure-wise is of course the executive director would report to manager, and so, but I think as a board they're, you know, they're still gonna have discussion, they still got tax implications and you know it would come to the council it would just be more of a true, and again I'm sure if I'm speaking out of turn someone will tell me, but I feel like that their fundamental role as a board would not change it's just that they would be more of a true ‘Advisory Board’ and they wouldn't have staff responsibilities and things like that.”
Jeff was then asked whether the board would still be a separate entity making decisions on spending their tax-funded expenditures. He responded “well I mean to hopefully answer your question I think it is. I think it still would be a separate board and ultimately nothing has changed in the sense that the council would still ultimately make that decision, you know, they, we ultimately make that decision now...but me personally I don't see that as a fundamental change but I guess you could, you could definitely, the structure would definitely change that's for sure but I think at the end of the day their function would still be the same but that, again, that's my take on it."
The distinction I would make here is that under the previously existing rules, the BoD could single-handedly issue grants under $10,000, and could single-handedly reject any grant requests, but required the approval of the council for approving grants over $10,000. However, Jeff seemed to imply that the council make all grant decisions without the approval of the BoD if the BoD were treated as simply an “Advisory Board”. For example, if the board “advised” the council not to issue a grant to a business, the council would be able to make a contradictory decision despite the BoD not agreeing, if the board’s opinion were just “advisory”. Advisory boards, by definition, can only "advise" on matters, not rule on them unilaterally.
There was discussion at some point that the possibility of moving the EDC under the City Manager had been discussed before, but that was news to me. In my 8 years on the BoD I had never been involved in any discussion, nor had I heard of any such discussion.
There was then a meandering conversation about streamlining the council’s control by not having to go through a “volunteer board”, and how the council could exercise more control by acting directly through the City Manager. (I feel it’s important again to point out that Texas Local Government Code mandates that an EDC can only take actions which are “found by the board of directors to be required or suitable”, and the council has no authority to bypass that restriction. They can prevent actions, but they cannot force actions.)
There were several frustrating points made by councilmembers who clearly had no idea how the EDC worked, or what the state legislation said on the matter, but I don’t want to delve too deeply into those points here.
Toward the end of the discussion, Jeff said that he had received potential wording for the amended by-laws from the City Attorney. It was clear even after Jeff went over the wording of his proposal that Mayor Felix (and perhaps others) still did not comprehend what the implications were of Jeff’s change. There was continued debate about how the change would affect the corporate structure, and whether the change Jeff was proposing would give the outcome that the councilmembers wanted or expected.
Councilmember Frank Millsap then proposed that a decision be postponed until he could speak to citizens to see how they would feel about the change.
Councilman Cullen King chimed in “What we're talking about here is a pretty substantial change in those bylaws and I'm not sure that we're giving citizens the opportunity to really weigh in. I think the average person looking at these bylaws, you know, aren't going to grasp or aren't going to pull out that we're making this kind of structure change. I would be fine with continuing this as a considered item, maybe not continuing this item but having this on another agenda with a little more discussion, a little opportunity, as Frank says, to maybe, if people want to weigh in on it, now that they know what the consideration is, we probably want to take some input from the EDC as far as the idea.”
The council agreed to not vote on Jeff’s proposal that evening, though most councilmembers were okay with the idea of making the change. They all seemed to have their own reason, and their own understanding of what that change would mean to the operations of the EDC. The recording of the council's discussion at that meeting is available here. The recording of the full meeting should be available on the city's website.
Immediate Reaction
I spoke to the CEO after the meeting, and she was very alarmed. She felt that Jeff was proposing to give the City Manager control over the CEO position simply so the City Manager could fire the CEO. I tried to alleviate her concern, as neither Jeff nor any other councilmember had stated any concerns about her performance. I was not particularly alarmed by the by-law proposal, though I was bothered that Jeff had kept all of the prior conversations from the BoD.
Part of the reason I was not alarmed was that I had faith in the council, and they were not criticizing the CEO or the BoD. I also believed that the City Attorney must have known what he was talking about in regards to the legality of restructuring the SEDC under the City Manager. I was by no means an expert on the legalities involved, though I had been on the BoD for over 8 years at that point and had read through the by-laws and Texas’ statutes on EDCs. I relied heavily on the CEO and the SEDC’s attorney to ensure we were compliant with all applicable laws.
The CEO talked to the City Manager the next day, asking what it meant for her job with the SEDC. The CEO said that the City Manager told her that she didn’t know, but that she would have to make a decision on keeping the CEO or letting her go if the by-laws were modified, and the City Manager told her something along the lines of “Don’t worry, I saw in your contract what severance you would be owed if you were fired and I would make sure you got that.” While the City Manager didn’t mean to alarm the CEO, the CEO felt that the City Manager had no reason to know what was in the CEO’s severance package unless she had explicitly gone to look at her contract. The CEO was very concerned, and I think by that point she was right to be. I couldn’t think of any reason the City Manager would have for knowing about the CEO’s contract unless she was already strongly considering removing her.
First Indications of Jeff’s Dishonesty
In the days after that January meeting, I tried to make sense of Jeff’s statements about Mike VanBuskirk’s reasons for not applying for reappointment. I hadn’t spoken to Mike since he had left the board several months earlier, but I reached out to thim to find out what his issue had been.
I talked to Mike on January 21st. I had been worried that Mike had some issue with me which he hadn’t felt comfortable discussing, but when I spoke to Mike he said that the issue he raised to Jeff was not about the CEO, or about the board’s leadership, but that he felt the City Council was exercising too much control and micro-managing the SEDC. Mike had extensive experience with city government as he was a Battalion Chief in the administration of Garland’s Fire Department. In his opinion, the SEDC should have had more freedom and autonomy than the city council was giving it. For the record, I did not share Mike’s opinion. In fact, I had always pushed for more cooperation between the SEDC and the council, as I felt it was my duty to help the council fulfill their vision for the city’s economic development.
It was at that point I first realized that Jeff had intentionally manipulated the council, at least by omission, by indicating that Mike had a problem with the management of the SEDC but not pointing out that his frustration was with the council’s micromanagement of the SEDC. It was apparent to me that Jeff had not elaborated on Mike’s concerns simply because it would have hurt Jeff’s chances of getting the council to increase their control over the SEDC further. When Jeff had been asked a question by a councilmember, he had framed his answer to imply that the management of the SEDC, or the CEO, was the problem, when in fact it was the council which had frustrated Mike. Jeff was even asked if Mike would come back if council addressed his concern, which, to me, showed that the council thought Jeff was trying to resolve the same issue which Mike had raised. However, Jeff later pushed for his by-law amendment to increase the council's control over the SEDC which only would have pushed Mike further from returning.
I felt it was poor form that Jeff had kept the BoD in the dark about his attempt to have the by-laws modified, but knowing that he was misleading the council about his conversation with the former VP was much more alarming. Still, Jeff hadn’t outright lied. Every sentence he had said was true, but they were framed to avoid revealing the full truth.
I had several discussions with other directors over the following week, with some in favor of the change and several expressing deep frustration that Jeff had kept the directors in the dark about his agenda item. I will point out here that Jeff had no obligation to inform the directors, but not doing so was damaging to his relationship with the board. As a councilmember, he was free to propose the by-law amendment. If he had notified of us his intentions the only thing the board could have done was to talk to the councilmembers about it, or to have shown up to the meeting to voice our opinions, and in retrospect I think Jeff kept his plan secret from us to prevent that communication from happening. He wanted to be the sole voice on the subject, without any contrary opinions being offered. It was the first of many communication breakdowns.
During this time I heard that one citizen had told Jeff that if Jeff thought the CEO needed to be removed then he should have gone about it directly, by addressing that request to the BoD, rather than trying to give the City Manager the authority to fire her.
Sometime after the council meeting, Jeff began calling the directors one-by-one to explain why he was proposing the by-law amendment, and/or why he felt the CEO needed to be removed. In his call with me, he acknowledged that it was his intention to have the CEO removed. I asked if the City Manager was aware that he would have wanted the CEO removed if the City Manager had gotten the authority to do so, and his response was “That’s a good question. I guess you’d have to ask her.” That seemed like a very odd answer to me, as he should have known whether he had discussed it with her or not.
I recall Jeff gave a few reasons for wanting the CEO removed and one of them was that the City Manager was frustrated that the CEO hadn’t followed her advice, though I never got any context of what issue that was in regards to. That reason seemed bizarre to me, as the CEO had no obligation to follow “advice” from the City Manager. The CEO answered to the BoD, and she was hired to exercise her own judgement on SEDC issues. If the City Manager had offered some advice which the CEO had not felt was the best choice for the SEDC I fully would have expected the CEO to follow her own assessment on issues, and I would have supported her for doing go. But again, I had absolutely no context on what the issue was. The City Manager never brought her concern to the board, and Jeff only mentioned it in vague terms. If the City Manager felt that the CEO made a bad decision, the City Manager had many opportunities to raise that concern to the BoD as she attended nearly every BoD meeting.
I also asked Jeff why he had kept the board in the dark about his plans, and he responded “That’s a good question. I don’t really know.” He did apologize, stating that he realized it was a mistake to do so and saying he wouldn’t make that mistake again.
I spoke to a few other directors about their calls from Jeff, and I found that he had given various explanations and reasons to different people. I also spoke to at least one councilmember and found that Jeff had told them something different as well. I got the impression that Jeff was having these conversations privately because it allowed him to hone his message to each person, to manipulate them one-by-one.
In the same time-frame, I dove into educating myself about Texas’ EDC statutes, Sachse’s Home Rule Charter, and the corporation’s by-laws. It was around this time that I realized that the statutes put all of the powers of the EDC on the BoD, which makes it impossible for the BoD to be an “advisory board”, as Jeff had asked for multiple times in the council meeting. The power of the corporation could not rest with the City Manager, though she could certainly fill the role of the CEO to streamline communication. Her authority as CEO would be under the board in all SEDC-related matters, and she could not take action under the SEDC without approval of the BoD.
It was also clear to me at this point that Jeff had misled the council when he failed to mention to them that the end-goal of his by-law amendment was explicitly having the CEO removed. He had led the council to believe that this was simply to give the City Manager more involvement and oversight, and had never once mentioned the CEO’s performance or that he wanted her removed. And worse, in my opinion, he had kept that information from the public. It was very deceitful for Jeff to not reveal his true intentions at the council meeting, as it prevented the council and the citizens from understanding the impact of what he was trying to do. It was another communication breakdown, and it was done deliberately by Jeff.
After I realized that Jeff was continuing his efforts to manipulate people into his desired outcome, I emailed Councilmembers Frank Millsap and Chance Lindsey. I did not try to expose Jeff’s manipulation, but I wanted to establish some communication and raise my concerns about the issue. I felt like I had to tread carefully to avoid looking like I was taking a stand against the council, but I wanted to clarify some of the points which were made during the council meeting.
I no longer have access to my email to Chance, but the email to Frank is available here. Be sure to read the document that was attached to that email.