The Calista board is publicly censuring three current directors and three past directors for ethics violations.
The infractions are related to improper use of stipends and per diem or falsifying meeting minutes. At its October meeting, the board set sanctions for the six individuals. There were a total of 11 directors investigated over a year-long period.
Thom Leonard is Calista’s Communications Manager. He says the issue first came up after complaints from shareholders.
“The board hired an outside law firm to perform an exhaustive and comprehensive investigation into all of the directors involved,” Leonard said.
That was brought to ethics committee for approval , then shown to each to each director individually. If they were rejected by the individual, the case went the full board, which chose to publicly censure six.
The ethics committee says current director Arthur Heckman Senior should reimburse Calista for more than $7,000 in improper spending and step down from the board. The say he aided improper hiring and gave false information about the cancellation of a 2012 meeting.
Michael Akerelrea is asked to reimburse $455 and step down from the board. He too voted to falsify minutes, according to the committee.
The committee says current member Joann Werning voted to falsify minutes, but is not accused of misusing funds. Leonard says none of the directors has resigned as of Thursday.
Past director William Igkurak is asked to pay back $2,053 related to excessive per diem spending, and improper lodging and car rental spending.
The board wants Felix Hess to pay back $559. They say he engaged in improper nominating activities and failed to appear for the Calista call in show.
The committee says Harley Sundown voted to falsify minutes. He is not accused of improper spending.
All six voted to falsify minutes. Leonard says one example was in May of this year when specific members falsified the record. He adds that changing minutes is a big deal.
“Corporate meeting minutes are legal records for the corporation and the board,” Leonard said. “The board has very detailed ethics policies it must abide by.”
“Any time a board member votes to falsify corporate meeting minutes, it’s a serious allegation that must be reviewed and investigated.”
And to determine the level of per diem abuse, the law firm looked at things like financial receipts and corporate records.
“This was something that was very detailed, very comprehensive they looked at a number of different details,” Leonard said. “The findings were not reached easily. This was a very detailed investigation.”