TCT defendants push back at plaintiffs’ claims in lawsuit; court strikes plaintiffs’ pleadings

TCT

BY KYNLI SMITH

TCT, its owners and former directors are pushing back this week on plaintiffs Joe and Barbara Campbell’s ongoing claims of impropriety in the Campbell versus Tri County Telephone Association lawsuit.

The suit names TCT president Chris Davidson, TCT CFO Steve Harper and former board members Dalin Winters, J.O Sutherland, Daniel Greet, Clifford Alexander and John K. Johnson as defendants. Also included as defendants are Neil Schlenker, accounting firm Hathaway and Kunz and attorney Michael Rosenthal.

The suit alleges that TCT held more than $90 million in hard assets when it was sold for $51 million in 2014. With millions of dollars held back, the suit alleges just $29 million of the sale price was paid to TCT cooperative owners.

“Plaintiffs are playing fast and loose with the facts in their pleadings. This was a sale that was based on multiple independent valuations. It is a sale that was approved by 80 percent of the members of the cooperative, members who were smart enough to know exactly what they were doing,” said Davidson in a press release.

The Campbells claim that they have produced 14,500 documents to the court along with 71 witnesses. For the defendants, the firm of Hathaway & Kunz has produced just one document, they allege.

However, Tim Stubson, attorney for defendant Davidson, said that most of the documents that the plaintiffs have produced originally came from TCT.

The plaintiffs allege in recently released court documents that the defendants are attempting to block discovery in this case.

Regarding the recent allegation that the defendants are attempting to block discovery and other information regarding the case, the defendants reject that claim.

The defendants claim they have asked the court to divide the case into two parts. The first would determine whether Joe Campbell, given “his personal dispute with TCT’s leadership and given his own personal financial interests in defeating the sale, is the right person to represent the members who approved the sale and recognized it as a fair deal,” the release states.

The second part is addressing the merits of the claims that have been made.

Stubson added that Campbell received a salary for being on the TCT board before the sale.

“In this case you see a disgruntled former board member, the only board member who opposed the sale. Mr. Campbell lost a regular paycheck as a result of the sale, so I understand his disappointment. However, his claim to represent a group of people who overwhelmingly rejected the same arguments he is making now when he made them at the time of the sale is concerning,” said Stubson in a press release.

A fair sale

The defendants claim that the 2014 sale was fair market value for the cooperative. They state that more than 650 community owners, roughly about 80 percent of the cooperative’s members, reviewed the sale and market value of the sale and approved of the transaction.

They also claim that TCT and the buyer, BHT Holdings, each independently hired third party consultants to review and assess TCT’s market value.

“This was the first sale of a telecommunications cooperative in Wyoming’s history. Assessing the exact value is unlike any other industry in the state, which is why experts were hired to provide valuation of TCT holdings and assets,” the release stated.

The defendants also claim that proper procedures were used and that before the transaction was negotiated and finalized the board of directors for TCT and officers of the cooperative mailed a summary of the proposed sale and meeting information for the member vote more than 90 days prior to the member vote.

The defendants also state that information regarding the sale was made available to the cooperative members by the following methods:

The complete Ownership Purchase Agreement was made available to the cooperative’s members for review months in advance of the vote.

There were nine informational mailings to the members setting out the specific terms of the transaction.

Members had direct access to the board, which responded to specific member questions prior to the vote.

In addition, board members, Davidson and Schlenker provided information and responded to members’ questions and concerns through no fewer than three “town hall” meetings and several informative videos aired on local TV channels prior to the vote. In addition, Neil made himself available for one-on-one discussions with any concerned member for four hours before each town hall meeting.

They go on to state that members of the cooperative were encouraged to return their ballots by mail, hand delivery or by proxy. The members also were made aware that they could wait to cast their vote until the start of the final sale meeting and that members who cast their vote could change it up until the final vote at
meeting.

The defendants also claim that the 2014 sale of the cooperative was met with “overwhelming approval.” Of the 694 votes cast, there were 42 “no” votes for the sale. Members who abstained from voting were counted in with the “no” votes.

“The approval of the sale was not the board’s or officers’ decision; it was the overwhelming vote of the community owners (nearly 80 percent voting in favor) after receiving detailed information regarding the sale and a 90-day period within which to review the material,” the release states.

ACTIONS AND                 ALLEGATIONS

The defendants claim that Joe Campbell, while serving on the board, was opposed to the 2014 sale. Even though aware of Campbell’s opposition, they state that no board member was removed due to the opposition.

However, given the sale’s magnitude and sensitive nature, board members were asked to sign non-disclosure agreements, and when Campbell refused, he was temporarily prevented from practicing in sale negotiations and viewing associated confidential documents.

“The Plaintiffs, and the small group of members opposing the sale, held public meetings, paid for newspaper ads, created a website and distributed propaganda to members using personal membership information, including addresses, in an attempt to undermine the sale,” the release alleges.

The defendants also claim that allegations the plaintiffs have made regarding the net worth of TCT at the 2014 sale being $90 million is incorrect and that the value does not account for depreciation of assets and other assets that were not in use or did not even exist.

The defendants state in their release that plaintiffs’ allegation of the cash flow being at $7 million is false, as well, and misleading and “leans on improper methods of assessing worth for telecommunications
companies.”

They also allege that the plaintiffs’ actions in the case are contrary to the interests of the former cooperative members, who “overwhelming” voted in favor of the transaction.

“This case is built on sensational and unsupported allegations. Time and again you witness courts seeing through these types of tactics and throwing cases out,” stated TCT attorney David Clark. “We are confident that will be the case here, as well.”

COURT STRIKES PLAINTIFFS’ PLEADINGS

On Tuesday, April 18, the court issued an order striking the pleadings of the plaintiffs. The plaintiffs issued a response to the defendants’ motion to quash the subpoena served to Rep. Mike Greear, R-Worland, and a memorandum in opposition to the defendants’ motion for bifurcation of discovery.

In the court order, Judge Norman E. Young stated, “The court find pleadings to contain immaterial and impertinent matter, such as the clip-art contained on page three of the response and the clip-art of David Letterman on page 25 of the memorandum. These illustrations add nothing to the legal argument nor the parties’ respective positions. Such content is perceived by this court to be unprofessional and lacking in civility.”

Posted in News | Leave a comment

We must fight for our after-school programs

BY BARBARA ANNE GREENE

Our after-school programs are more important than ever. Gone are the days when almost every student would come home after school to a mom and a safe place.  Gone are the days that those of us that lived in the county came home to farm chores that had to be done before homework and supper.

When I was on the board of The SHACK I learned a lot from today’s youth. For some the after-school programs like The SHACK was where some kids felt safest. Some didn’t want to go home to an empty house. Not only was it not welcoming, they also had access to drugs, alcohol, porn and boredom. That Bible verse about idle hands is the devil’s workshop is true. They were trying to be “good” but got into things they shouldn’t because they were bored.

Some didn’t want to go home to a full house.  Parents aren’t always safe anymore. One boy told me that his parents were often high. Other kids talked about the fighting, the neglect, and the mental and physical abuse. One girl said that she liked coming because she knew she was loved and would get her only hug of the day.

In our communities we have a lot of after-school programs the students can choose from. There are The SHACK, sports, Destination Imagination, 4H, FFA, etc. Last month we had an editorial in this paper about how President Trump wanted to cut funding to the 21st Century Community Learning Centers (21CCLC) and increase money to charter schools.

There are five charter schools in the State of Wyoming. The 21CCLC program reaches far more students across the state than charter schools do. The benefits to the 21CCLC programs run in Big Horn County School District Four are numerous. Our students work on their homework first. They get help on their homework if needed. While many of us grew up with a parent helping us with our homework, that isn’t always the case anymore. Our after-school program helps further our children’s education not only through homework but also through what they do in the program. They have STEM activities (Science, Technology, Engineering and Mathematics).

After-school programs are shown to raise graduation rates, help students become successful and build their confidence. District Four 21CCLC coordinator Amber DeGraw says.

I have seen a direct impact in student social, emotional, and academic improvement of those that attend our 21CCLC programs. Students are more likely to turn in their homework, which increases their academic skills and helps improve test scores. They receive a healthy snack, which may be the only food they receive that night. They are able to interact with friends and increase their social skills in a more relaxed environment than the school day.  Finally they are able to participate in a hand on STEM activity,  which further improves their academic skills. These programs are vital to our community to help parents keep their jobs and for students to continue to excel in school.

Rural America elected President Trump. Rural America doesn’t benefit from private charter schools like the larger cities do. Please call the White House and ask him to not cut 21CCLC funding. To support public schools and the after-school programs that benefit the most students. Call 202-456-1111 and leave a comment about how those of us that supported him are asking him to support us by not cutting the budget for the 21CCLC programs.

Call our U.S. Wyoming Senators and Representative to ask them to support 21 CCLC and to educate the president on how important it is to Wyoming students. You can reach Senator Enzi at 202-224-3424.  Senator Barrasso 202-224-6441. Representative Cheney 202-225-2311.

You can make a difference. Don’t let this opportunity to have your voice heard slip past you. It is important to our schools, to our community and to our country.

Posted in Opinions | Leave a comment

District votes to close Cloud Peak at end of school year

Cloud Peak 2

BY BARBARA ANNE GREENE

The Big Horn County School District Four board of trustees voted 4-3 last week to close the Cloud Peak School (CP) after this school year. This is two years earlier than planned.

Originally serving as Manderson High School, the Cloud Peak School was built in 1956. The last senior class graduated in 1987 and the Hyattville/Manderson School District combined with the Basin School District.

The closure was one of the ways District Four was looking at to save money. Prior to the April 4 vote during a special meeting the district business manager Andy DeGraw presented a cost savings breakdown to the board. According to his numbers, over two years the district would save $760,000. The breakdown included utility costs, maintenance/supplies, mileage paid to staff to travel and staff reduction (one administrator, two certified and five classified positions). The utilities were based on some continued usage of the building for sports.

DeGraw pointed out that the money saved by staff losing one period due to travel would pay for a certified position. Superintendent Dave Kerby added that currently the district is losing five periods a day from staff driving back and forth between schools. Combining would add more staff time with kids.

He was asked to explain what would happen financially if CP were closed next year instead of this year. His response was that savings associated with closing CP would be higher in year one (around $600,000) due to the fact that they will reduce expenditures but still maintain revenue for the building next year.  Revenue for the 2017-18 school year will be based on student enrollment reports submitted this June that will include data from CP.  Savings in year two will drop due to a reduction in 2018-19 revenue when student enrollment is no longer reported from CP next June.

In DeGraw’s presentation there were also cost estimates for the new school buildings at the 60 percent design stage. When compared to budget there is a shortfall of $2,991,546. A list of potential shortfall remedies was given, as well. These included: bids coming in lower than budget, reducing the square footage of the new buildings, closing CP, selling teacherages, moving money from design to construction and getting additional money from the School Facilities Commission (SFC).

AUDIENCE COMMENTS

Board chair Audra Crouse opened the meeting up for audience questions. Art teacher Dineen Mueller asked several questions and expressed concerns. Her first comment was whether the board considered the possibility of losing students in the district with the staff reductions at Cloud Peak. She said that some of the staff could be seeking employment elsewhere and could take those students with them.

Another concern for Mueller was the difference between a middle school philosophy and a junior high philosophy. She is concerned that the backpacking, canoeing trips, etc. that the CP students enjoy now will cease if the students are moved to RHS.

“I don’t think that you can balance a budget with students sacrificing part of the culture,” Mueller said. “Middle school philosophy is very important to our culture. If you go to a junior high program you are scrapping those programs.”

Both Crouse and board member Deb Craft said those programs were not being scrapped. Kerby said that the programs may not be exactly like they are now, but they will have some of them. There will be discussions on how to do that. Board member Brenton Paxton asked Mueller why she thought the programs couldn’t continue. She said because there wouldn’t be the personnel. Paxton said he doesn’t think there will be a need to cut.

RHS math teacher Jim Hoffman pointed out that middle school has shorter periods. He also expressed concern about overcrowding. He gave an example about what he thinks would happen to the RHS library, noting, “Computers gone, tables probably gone, no room for guided reading books. We have no room to place the books. Those kind of programs are going to be modified or lost.”

RHS principal Tony Anson added to the discussion, stating, “Junior high was 7-12 back in the day, but we went to the middle school philosophy. It became their own building, their own culture. Now you put them back in. We’ve got kids that are in the same classes, same teachers and now we have a hard time doing that collaborative work that you would have if you had your own building with middle school.

“I’ve got seat time. I’ve got to have my kid in biology or calculus. But in middle school they just try to do that collaboration, but it’s hard to do in one building. We’ve got a science teacher that wants to work with a couple of teachers to keep the canoeing, but there is more than just a canoeing trip and a camping trip that makes up a middle school philosophy. It’s more of an interdisciplinary building.”

Crouse pointed out that the plan to have 7-12 grades in one building has been a part of the building plans for years, asking, “Has this been a concern all along or is this new?”

Anson responded with, “It should have been somewhat. You do have that separation, but you are still going to have some shared teachers.” Craft stated that this was the first time she has heard these concerns.

Anson then expressed his thoughts about the cost saving numbers of closing CP.

“Some of these figures disturb me in that we are saying we are saving that much just by closing Manderson,” he said. “To me, you are saying you are eliminating one administrator. I’m not going to be able to do half time at the elementary. So you are going to have to have at least a half time elementary. I’ve heard some people say that Mr. Kerby needs to serve the district as a fulltime superintendent. You need to think about that. Because if you are going to take Mr. Kaumo as halftime elementary, then that doesn’t become reimbursable. That’s $50,000 for that.

“Two certified were already going to be cut anyway. It has nothing to do with the middle school closure. It had to do with lower student numbers in the elementary. Five classifieds? I don’t see five. That’s the biggest part of your budget right there. The other thing I have concerns on with figures is if there is a 10 percent lower bid we get at $910,000 in savings. We can do that but then we are looking at cutting the vocational buildings off. That was $950,000. Then we are going to put it back in. So if we are saving $950,000 for cutting it off, how are you going to put it back in?”

DeGraw responded by saying that the district had toured other schools including Shoshoni, which chose not to build their Ag building stick built attached to the main building. They instead came back after construction of the school was completed and put up a metal building for Ag at about half of the cost with the same finishes as the stick built would have had. “So those numbers are real. They are legitimate. They’ve been vetted out,” he said.

Anson said he wasn’t arguing the numbers. He was stressing that if something is taken away and you build it yourself it becomes your (district’s) building., adding, “That also means that you are building it off of your money. You’re maintaining off your money.” DeGraw said that those points had all been a part of the discussion.

Crouse added that when School Facilities Division director Del McOmie was here, he thought that this was a good option. He also committed to going back to the legislature to have it built and it would not be an enhancement. It would be standard square footage that would get funded from major maintenance money.

Will it work together?

Mandy Sherbourne asked if there is a plan on how to consolidate and make it work for everyone, asking, “The middle school kids and the high school kids are all going to get the level of academic and athletic things that they currently get?” Again, Kerby responded by telling her that it is essential that there is a quality education program.

“There are a lot of schools across the nation that are in this type of configuration (grades 6-12 in one building),” he said. “The plan was in two years to have brand new schools with the K-5, 6-12 configuration. The suggestion is to do it a year early. With our certified staff we did reduce two (Cloud Peak). The high school staff is entirely intact. The schedules have been worked on. I don’t see them changing much except the possibility of adding band when we do this.

“Middle school teachers, as well, they are pretty much coming over intact. We’ve gone through the building to see if they are going to fit. Right now the capacity in this building (RHS) is 320. Years ago this was a 7-12 building and they had a lot more students than we currently have. I’m not going to say it’s ideal.”

He continued by saying he knows it’s inconvenient to have to move twice but that he feels confident a quality education will be provided for all students.

Special ed teacher Sam Buck said his concern was that some of the discussions should have happened before such a big decision was made.

“Now you’ve already made the decision and are just trying to make it work,” he said. “I don’t know if that is the best way to go about things, if you have a solid plan in place and there is time to implement it in the right way. And if the numbers work for us up there that’s great. If it is not planned out accordingly then, no, we are not providing the kids with the best educational opportunity.”

Kerby answered that he has had discussions with individual teachers at each school.

“We have not put together different teams to work it out,” he said. “We are going to be fully staffed. We are integrating the middle school and high school. There are some anxieties there. There are going to be some separations (between the grades for events such as dances). If this decision is made, number wise you don’t need three math teachers. You don’t need three English teachers. This district wants to keep them and wants to have some quality education programs. We bring these teachers together and ask how do we best serve the needs of the kids with these teachers. We could have some high level programs, get additional help for some low end kids.”

Parent Ben Coy expressed his concern that his 12-year-old would be facing and seeing the same things as his 18-year-old. Once again Kerby responded. He pointed out that the new school would also be grades 6-12 and that there will be some contact between middle schoolers and high schoolers. In RHS he and staff have walked around and mapped it out. For the most part middle school students will be in their own section. He has talked to other school districts that have similar configurations including K-12, adding, “It’s not cool for high school students to pick on younger kids.”

Board member Heath Hopkin said that he attended middle school and high school when RHS was 6-12 and there were not those types of problems. Later in the meeting this sentiment was echoed by audience members Linda Harp, School Resource Officer Kyle McClure and CJ Duncan. Anson said that the lunch schedules would be different so there would be no co-mingling there.

Parent and para-professional Dusty Ellis asked if the middle school was going to be open campus. She was told that middle school lunch would be closed campus.

Discussion continued with members of the board, audience, district and parents saying that they believe in the staff and the students. Former teacher and CP Principal Becky Allred said that she knows that each of the teachers have it in their hearts to do what it takes to get it done.

Kerby’s last comments before the board adjourned for an executive session were that for the district to move forward the issue about closing CP was bigger than just the staff. “It’s a community issue,” he said. “We need to get this school built and not lose this opportunity. If this puts us in a better position to move us forward to make this district better down the road, I think it is worth it and I know this staff can make it work.”

The board came back from the executive session with the 4-3 vote to close Cloud Peak. Each board member gave reasons why they were voting the way they were. For the closure were Audra Crouse, Chris Kampbell, Deb Craft and Heath Hopkin. Against were Greg Gloy, Kristin Schlattmann and Brenton Paxton.

The original motion was later revised to put in language saying that the move is pending Wyoming Department of Education (WDE) approval of the reconfiguration change. The district will have to submit an application requesting the move from three schools to two schools and WDE will have to approve it.

Posted in News | Leave a comment