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2009-03-19 SP MTG#12SPECIAL TOWN BOARD MEETIGN 03-19-2009 MTG. #12 SPECIAL TOWN BOARD MEETING MTG. #12 MARCH 19, 2009 RES. 97-99 6:00 p.m. TOWN BOARD MEMBERS PRESENT DEPUTY SUPERVISOR TIM BREWER COUNCILMAN ANTHONY METIVIER COUNCILMAN RONALD MONTESI COUNCILMAN JOHN STROUGH TOWN BOARD MEMBERS ABSENT SUPERVISOR DANIEL STEC DISCUSSION: NORTH QUEESNBURY VOLUNTEER FIRE COMPANY List of concerns: (Dry Hydrants) Representative of Fire Company- Notified by Insurance Company that we cannot continue with the current coverage to perform a survey of the hydrant system, we do not have the training or expertise to do that. We will continue to report malfunctions but cannot undertake a survey of the hydrants. Councilman Metivier-The intent was to have you let the Town know if you discover the dry hydrants don't work, we want to know if something is broken that it can be fixed. We are not putting the emphasis on you guys getting it fixed. Fire Company Representative-We agree with that stance, if we come across a hydrant that is not operational we will absolutely undertake that duty to let you know that. The insurance company draws a line at the annual inspection. Also noted that all the hydrants except one on Pickle Hill in North Queensbury are privately owned. Requested that it not be made a part of the contract but a handshake that we will make sure the hydrants are working, we have not had any failures in our district. We are agreeable to reporting any malfunctioning hydrants, we can put that on paper but not commit to any inspection and maintenance program. Questioned why the Water Dept. isn't testing the dry hydrants in North Queensbury? Town Counsel Hafner-We own the water hydrants we don't own the dry hydrants. Councilman Metivier-Paragraph C -The fire company shall provide the town with an inventory and if the fire company wishes to request the Town's assistance with repairs the fire company will properly notify. Board agreed to changes. Fire Company Representative-Requested that the dry fire hydrant on Pickle Hill be dredged out. Town Board -Will notify the Highway Dept. and have them on a routine basis dredge out that dry hydrant. Fire Company Representative-Thanked the Town Board for offering to do dry hydrants I have come up with one spot, the landowner has agreed. (Section 5 Paragraph D) SPECIAL TOWN BOARD MEETIGN 03-19-2009 MTG. #12 2 Fire Company Representative-It has to do with if the Fire Company ceases operation, it provides that all assets of the fire company will go to the Town. We do not think that is proper, however North Queensbury Fire Company is not going out of business so if you folks need that in there fine. Discussed the Creation of the Village, want to be able to continue to provide fire service for the same area that we do now, I do not want my client in a position where this reduces their ability to do that. Councilman Montesi-Questioned who would pay for the fire protection in the Village? Town Counsel Hafner-I will be researching that. (Separate Corporation) Fire Company Representative-There is a philosophy of how you look at the relationship between the Town and the Fire Company and the services they company provides. We are paid for fire protection and we understand that a vast majority of our funding for fire protection comes from the Town, however we have been acting on good faith advice from both from the Town Board in the past and from principals of Loftus and Ross that the tax money, town money and the non town money should be separate. Based on advice I got and gave to the fire company a separate corporation was founded which is a separate legal entity. That entity is not intended to nor will it be allowed by law to take one dime of taxpayer funds. All they can do is raise money on their own and provide services and goods to the fire fighters of North Queensbury that cannot be paid for from tax dollars, or in some cases and this is a nice one way street for the Town I think, the taxpayers of the town, they can provide things that probably should be paid for by the taxpayers. There has been six wheelers in the past, generators, other pieces of fire fighting equipment that have been paid for with bequests and donated money. We are very much willing to continue to do that. Conversely not a dime of tax money is used for anything that is not proper. We have fifteen years of audits to back up where the money goes and where it doesn't go and to separate those out we think the best way to do that is to have a separate corporation. I also spoke to the same attorney, who is the same attorney who probably represents more fire companies and fire districts than any other attorney, in fact he wrote most of the legislation having to do with fire districts in the State, he lobbies for the association of fire districts. He is the guy that recommended to me that we set up the separate corporation a couple years ago. I asked him about this question based on your comments at a Board meeting, are you aware of any other companies having audits on it. I have never heard of such a thing, I cannot image anyone would agree to it. Based on that, our good faith our history of fiscal responsibility, we are not willing to agree to an audit of the separate corporation. Councilman Montesi-What if you could not get the Town to agree with the contract what would happen. Representative of Fire Company-I do not know. As I said North Queensbury is not going out of business, if the Town wants to contract with somebody else I do not know that they could stop that. Councilman Strough-Isn't there two of those entities? Representative of Fire Company-There are one was set up in 2005, it was never funded, it was filed with the Dept. of State and then nothing more was done. We are in the process of dissolving that. Councilman Montesi-One of my concerns, I do not care where the money comes from that you raise I do not need an audit to tell me that Mr. Jones gave you five thousand I do not want to know that, if the beginning of the year you had twenty thousand in there and the end of the year you have twenty five thousand that is great, the only thing I am concerned about that I would like to see audited if you will is just a list of where you spent the money. The reason why is you come in and ask in your budget for things in your budget all of a sudden you might have a six wheeler and you might have a new boat I do not know about that because it isn't part of my budget process, whose asset SPECIAL TOWN BOARD MEETIGN 03-19-2009 MTG. #12 3 is that, how do you keep that separate from what the Town is giving you to build a building or to buy a truck? It is not to say you did right or wrong in that, gee I need take out gear, we have ten new members, two thousand dollar a piece there is twenty thousand, that is all, that is what I am looking for. Even though I understand it is a separate corporation, I understand that you do not have to do it, but in good faith all I am saying is I would just like to have a little handle on where the money is going. Councilman Strough-As you know West Glens Falls is here for the same reason. Noted other companies may follow, we are going to get the Comptroller's reading on this, they will look into this and tell us one way or the other. I represent the community and I have to be cautious because I do not fully understand what is going on. The auditing thing might go way if the Comptroller says those guys are doing fine. Representative of Fire Company-When the company comes to you for another piece of equipment, you say did your service corporation buy anything new for you, or what do we not know about. I think those are legitimate questions. There is a list of assets that the company is required to file with the County Clerk every year. We are the only company in the County that files that list. That is always an option for you. If the service corporation decides to use those donated monies, bequested monies for equipment that the taxpayers would otherwise buy, I do not think that should be used against the service corporation. I think that is a benefit to the taxpayers, I think you should encourage that. It is a separate entity, it is our time and effort and we are raising these funds and we are going use them for proper expenditures for that type of corporation, we are audited every year by the IRS. That is a separate business with no taxpayer money there. I am going to make a prediction that the Comptroller will say there is no legal requirement for you to audit them. Town Counsel Hafner-I think that the Board feels this is a charitable entity and I do not think and if I am not saying what you guys are thinking, don't understand why you won't provide the audit of how this charitable entity is doing things that is so closely tied in with the entity we fund. We can understand you saying you do not want to but you are a charitable entity it is not like you are a private business, you have to make certain things available it is not that much more that they are asking for. I think that is a summary of the comments I have gotten from the various town board members. Councilman Metivier-We are tying to keep check and balances in place, how about like the IRS does anything over 10,000 in or out has to be disclosed? Is that off base? Councilman Brewer-My own personal opinion is that I met with West, Sunday to get a better understanding and I talked to Jeff on the phone, I did not know what these organizations were, and Jeff and West both explained to me and these are my words, they want to separate the charitable donations they get and if someone donates some money and they do not what the whole town to know what he donated then that is his business, and it probably should not be our business, that is the way I understood from both companies as to what they are trying to do. Personally it really does not make that much of a difference to me. I do not want town monies co-mingled with donations or vice versa and that is just the way I feel. Councilman Strough-Shifting assets, money, buildings, equipment one entity to another, does the public have an interest in monitoring those assets? If they get shifted out into another organization, and out of our purview and out of our ability to audit and yet it is a 501-C3 a non profit related to the other entity you are not really trying to hid anything I assume, so ... Representative of Fire Company-There is a critical distinction that you may be missing in that analysis, no asset, no Town Tax paid for assets can every be shifted to a service corporation. That would be illegal and not the purpose of the service corporation. No town assets can ever be transferred to the service corporation. We have had an audit over the last fifteen years and they are very specific, they list out what the contract monies have been spent on and what the non town monies are spent on. Second item SPECIAL TOWN BOARD MEETIGN 03-19-2009 MTG. #12 4 here, we are a new corporation where we will be filing a nine, ninety every year, which is available for you to go and pull out anytime you want, it is a public record. The reason why we do not want an audit because frankly there are restrictions in the contract, the contract says how you are supposed to purchase things the rules of purchasing, how you engage those things, what are we using it for, and quite often the question comes up the co-mingling of funds and somebody says they spend twelve thousand on a banquet well we have to go and explain that is ok to do that was somebody else's funds, the explanation comes back it gets on the TV set everybody is looking at you saying oh my god you spent that and you have explain that, it is ok to spend that, it is not town funds. This eliminates that, it is no longer in there. What we spend in the other corporation is set and what we spend in town money is set and you can look at it line by line. If you want to look further into our other corporation you can simply go and request the 990 and look at it. Councilman Brewer-To solve the problem would you just forward a copy of the 990 to us? That shows what we are asking for doesn't it? Councilman Strough-It doesn't show or prove that the assets moved from one entity to another. Councilman Brewer-Does the 990 show expenses? Representative of Fire Company-Sure. Councilman Brewer-That resolves the issue. Councilman Montesi-The only other question I have is you come in next year and want a new pumper, lets say it is $200,000 to make it work the fire company we will put in $60,000 of our 502 into it what happens to that $60,000 does that become a fire company asset? Representative of Fire Company-It will not be a service corporation asset. Councilman Montesi-It is a donation to the fire company it can only go one way. Representative of Fire Company-The Service Corporation will give the Town a letter of assurance that they will provide a copy of the 990 within forty five days after the filing with the IRS. The letter will address the term of the contract. DISCUSSION: WEST GLENS FALLS VOLUNTEER FIRE COMPANY Councilman Strough-Reviewed for West Glens Falls the North Queensbury Contract... noted that West Glens Falls was more complicated due to the assets that were transferred... questioned if any town funds were used in Station II, upkeep or maintenance of that building? Representative of Fire Company-I am sure you understand the difference between acquisitions of assets vs operations of a fire company maintenance of a building. Councilman Montesi-Your audit income will be donations plus fire company is paying you back for the asset, you will have a continuing growing cash. Representative of Fire Company-The town monies the taxpayer money, are kept separate in a separate bank account and they are audited. None of those monies have been used or transferred to this association, zero nor will they be. Councilman Montesi-West Glens Falls Volunteer Fire Co. comes in with a budget that includes a mortgage payment to the association for the building on VanDusen? SPECIAL TOWN BOARD MEETIGN 03-19-2009 MTG. #12 Representative of Fire Company-No. We use the fund raising account there is a rent payment and off setting debt payment. Councilman Montesi-Who pays the rent? Representative of Fire Company-That comes from the Company but that comes out of separate fund raising account, not the Town account. Councilman Montesi-Where is the other account is that another 501. Representative of Fire Company-No. Councilman Montesi-Here is what I understand the fund raising that took place through the years had enough to transfer the building and $20,000 all of this was fund raising that we did in years past and now it is over here. Representative of Fire Company-The Company has their Town account and the Company still has a fund raising account. Councilman Montesi-Why isn't it part of the SO1C? Representative of Fire Company-Because there is some minimal fund raising that it still does. There is a separate account from the Town funds. The mortgage payment will go first and the lease payment will go back. Our justification for transferring the property is there an asset protection and liability protection. So, you do not want to just shift the asset for no value you shift the asset at fair value. Councilman Brewer-So you will charge your association rent and the non fire tax money is going to pay for that .. . Councilman Montesi-If you established a SO1C to put your assets in to avoid liability why would you still have a fund raising account? Representative of Fire Company-We only put real property in there, for example equipment, if I am going to give twenty five thousand dollars to the company because I want to buy uniforms for everybody I will write the check to the fund raising account they are going to take the donations and they will buy whatever equipment that I want them to buy. Or if they buy trucks we don't put any personal property, equipment in the association because we want to keep every single aspect of fire protection separate other wise our whole base is the asset protection that liability shield falls away. Councilman Strough-It gets more complicated because of the moving of parcels of land into this. Representative of Fire Company-That is our land. Councilman Strough-How do we know? How do I know that those properties weren't given to you somebody said Warren County give it to you? How did they get them, taxpayers dollars? Representative of Fire Company-No. They were donated. Councilman Strough-I need some way of confirming that those assets being shifted in that the Town has no interest in, that is all. Can we put something in there that when we shift assets you will show that they were your assets? Councilman Brewer-If they shift anything it has to be in the 990. Representative of Fire Company-And we agreed not to do anything with fire station II .. . SPECIAL TOWN BOARD MEETIGN 03-19-2009 MTG. #12 Councilman Strough-If you are going to shift any more tangible assets in there you are going to run it by us? Representative of Fire Company-I think your contract pretty much says that. Councilman Brewer-The part of the contract that they don't like is the audit. So give us a copy of the 990 when you file it with the government IRS. Representative of Fire Company-If money was given from the Association to the fire company to purchase a truck the truck would be owned solely by the fire company. Noted there are two trucks at Station II that were totally paid for out of fund raising account in 1994. Councilman Strough-So you have agreed to give us a copy of the 990. Tangible assets if shifted will be run by us before shifted. Representative of Fire Company-Will that also be in North Queensbury's contract? 6 Councilman Brewer-It is already in there. Regarding the 990 just send us a letter that you will comply to giving us a copy annually. I did talk to MMA today and should have an executive summary tomorrow and the draft by next Friday. Representative of Fire Company-We are definitely behind the eight ball in apparatus. Councilman Brewer-Will try and get this on the agenda for next Monday. RESOLUTION CALLING FOR AN EXECUTIVE SESSION RESOLUTION NO. 97.2009 INTRODUCED BY: Mr. Ronald Montesi WHO MOVED FOR ITS ADOPTION SECONDED BY: Mr. Anthony Metivier RESOLVED, that the Town Board of the Town of Queensbury hereby moves into an Executive Session to conduct interviews for the Town of Queensbury Planning Board alternate position. Duly adopted this 19th day of March, 2009 by the following vote: AYES: Mr. Metivier, Mr. Montesi, Mr. Strough, Mr. Brewer NOES: None ABSENT: Mr. Stec RESOLUTION ADJOURNING EXECUTIVE SESSION RESOLUTION NO. 98,2009 INTRODUCED BY: Mr. John Strough WHO MOVED FOR ITS ADOPTION SECONDED BY: Mr. Tim Brewer RESOLVED, that the Town Board hereby adjourns its Executive Session Duly adopted this 19th day of March, 2009 by the following vote: SPECIAL TOWN BOARD MEETIGN 03-19-2009 MTG. #12 AYES: Mr. Metivier, Mr. Montesi, Mr. Strough, Mr. Brewer NOES: None ABSENT: Mr. Stec 7 RESOLUTION ADJOURNING TOWN BOARD MEETING RESOLUTION NO. 99.2009 INTRODUCED BY: Mr. John Strough WHO MOVED FOR ITS ADOPTION SECONDED BY: Mr. Tim Brewer RESOLVED, that the Town Board of the Town of Queensbury hereby adjourns its Town Board Meeting. Duly adopted this 19th day of March, 2009 by the following vote: AYES: Mr. Metivier, Mr. Monesi, Mr. Strough, Mr. Brewer NOES: None ABSENT: Mr. Stec Respectfully submitted, Miss Darleen M Dougher Town Clerk-Queensbury