Settlement  In the Matter of Charles O. Baldwin

Date:	05/16/1990
Organization:	State Ethics Commission
Docket Number:	383

Disposition Agreement

This Disposition Agreement (Agreement) is entered into between the State Ethics Commission (Commission) and Charles O. Baldwin (Mr. Baldwin) pursuant to Section 5 of the Commission’s Enforcement Procedures.  This Agreement constitutes a consented to final Commission order enforceable in the Superior Court pursuant to G.L. c. 268B, §4(j).

On October 13, 1988, the Commission initiated a preliminary inquiry, pursuant to G.L. c. 268B, §4(a), into possible violations of the conflict of interest law, G.L. c. 268A, involving Mr. Baldwin, a member of the Swansea Planning Board.  The Commission has concluded that preliminary inquiry and, on July 19, 1988, found reasonable cause to believe that Mr. Baldwin violated G.L. c. 268A, §19.The parties now agree to the following findings of fact and conclusions of law:

Findings of Fact

1.  Mr. Baldwin has been a Swansea Planning Board member since 1982.  As such, he is a municipal employee within the meaning of G.L. c. 268A, §1(g).

2.  On June 21, 1984, Dillon Lane Construction Company, Inc. (Dillon Lane) was organized.  Patricia Baldwin, then Mr. Baldwin’s wife, was the incorporator and held all of the corporation’s offices.  Dillon Lane engaged in the construction of homes in Swansea and Berkeley.

3.  On January 29, 1986, P&H, Inc. (P&H) was organized.  Patricia Baldwin was the president and a director of this company.  P&H engaged in land development.

4.  At all times material to this Agreement, Mr. Baldwin was a beneficial owner of Dillon Lane and P&H.  Although Patricia Baldwin was the named president of both corporations, Mr. Baldwin exercised authority and controlled the decisions of these entities.[1]

5.  On May 12, 1986, Mr. Baldwin participated in the Planning Board’s vote to approve an Approval Not Required (ANR) plan for Swansea Farms, a subdivision owned by Dillon Lane.  This plan amended the subdivision plan, which was approved by the Planning Board on March 24, 1986.[2]   As a result of this amendment, on May 23, 1986, Dillon Lane sold Lot D in the Swansea Farms subdivision for $33,000.

6.  On November 17, 1986, Mr. Baldwin participated in a 4-0 vote by the Swansea Planning Board to approve an Approval Not Required (ANR) plan for three lots of land on Old Fall River Road, Swansea.  Mr. Baldwin signed the plan depicting this property and identifying its owners as Patricia Baldwin (Mr. Baldwin’s wife) and Michael J. McNally.

7.  On June 8, 1987, Mr. Baldwin participated in the Planning Board’s public hearing on Cheryl Drive, a seven-lot subdivision owned by P&H, Inc.  Specifically, Mr. Baldwin responded to questions posed by various members of the audience.

8.  On July 7, 1987, Roland Martelly filed a change of officers form for P&H.  Patricia Baldwin and Helen Martelly were removed as the president and treasurer, respectively, and Roland Martelly assumed all the offices of P&H.

9.  Also on July 7, 1987, Roland Martelly and Mr. Baldwin executed a nominee statement, which was not a public record, by which Martelly agreed to hold 100 shares, one-half of P&H’s stock, as the nominee for Mr. Baldwin.  By signing the statement, Mr. Martelly agreed to hold these shares for the benefit of Mr. Baldwin, and to vote these shares in accordance with Mr. Baldwin’s direction.  Mr. Martelly further agreed to pay to Charles Baldwin all income or proceeds generated by these 100 shares immediately upon receipt of such income or proceeds.  Mr. Baldwin thus retained a financial interest in P&H after Patricia Baldwin was removed as president of P&H.

10.  On July 14, 1987, Mr. Baldwin separated from his wife, Patricia Baldwin.

11.  On July 20, 1987, Mr. Baldwin participated in the Planning Board’s 3-0 vote approving the Cheryl Drive subdivision, a seven lot subdivision off of Stephen French Road.  This subdivision was owned by P&H.

12.  Also on July 20, 1987, Mr. Baldwin participated in the Planning Board’s public hearing on the Warhurst Park subdivision, a 16-lot subdivision owned by P&H.  Specifically, Mr. Baldwin responded to questions raised by various members of the audience.

13.  On September 14, 1987, Mr. Baldwin participated in the Planning Board’s 4-0 vote to approve the Warhurst Park subdivision.

14.  Mr. Baldwin understood that the conflict of interest law, G.L. c. 268A, prohibited him from participating in matters in which he or his family had a financial interest.

15.  In each of the foregoing instances where Mr. Baldwin participated in a discussion or vote regarding a P&H or Dillon Lane matter, he did not disclose, nor did any of the papers filed with the Planning Board otherwise reveal, his interest in P&H or Dillon Lane.  Indeed, at the July 20, 1987 hearing on Warhurst Park Mr. Baldwin identified Mr. Martelly as the developer when he knew that in fact both he and Mr. Martelly were the developers.

Conclusions of Law

16.  Section 19 of G.L. c. 268A provides in relevant part that except as otherwise provided in that section,[3] a municipal employee is prohibited from participating as such an employee in a particular matter in which to his knowledge he or a member of his immediate family[4]  has a financial interest.

17.  By participating in the Planning Board public meeting discussions regarding the Cheryl Drive and Warhurst Park subdivisions, and by voting on the Old Fall River Road ANR, the Swansea farms ANR, the Cheryl Drive subdivision, and the Warhurst Park subdivision, Mr. Baldwin participated as a Planning Board member in these particular matters.

18.  Mr. Baldwin’s wife, Patricia Baldwin, had a financial interest in the Old Fall River Road ANR, and Mr. Baldwin knew this when he voted on this particular matter.

19.  Mr. Baldwin knew he had a financial interest in the Swansea Farms ANR, the Cheryl Drive subdivision, and the Warhurst Park subdivision as the beneficial owner of Dillon Lane and P&H.

20.  By the conduct described in paragraphs 5 through 19, above, Mr. Baldwin participated on six different occasions as a municipal employee in particular matters in which to his knowledge he, or a member of his immediate family had a financial interest.  Therefore, Mr. Baldwin violated §19.

21.  Concealment is an exacerbating factor here.  Mr. Baldwin appears to have taken steps, at least as of July 7, 1987 when his interests were placed in what was in effect a secret trust to conceal his interests in P&H.  This action occurred just shortly prior to the P&H matters coming before the Planning Board in which he participated.

Resolution

Based on the foregoing, the Commission has determined that the public interest would be served by the disposition of this matter without further Commission enforcement proceedings on the basis of the following terms, to which Mr. Baldwin has agreed:

1. that he pay the Commission a sum of six thousand dollars ($6,000.00) forthwith as a civil penalty for violating G.L. c. 268A, §19[5] and

2. that he waive all rights to contest the findings of fact, conclusions of law, and conditions contained in the Agreement in this or any related administrative or judicial proceeding in which the Commission is a party.

[1] P&H was owned beneficially and controlled by Mr. Baldwin and Roland Martelly. Patricia Baldwin was the president of P&H in name only. Similarly, Helen Martelly, Roland Martelly’s wife, was the treasurer of P&H.

[2] Mr. Baldwin properly abstained from the Planning Board’s vote to approve this subdivision.

[3] None of the exemptions in §19 applies to this case.

[4] “Immediate family,” the employee and his spouse, and their parents, children, brothers and sisters.

[5] Technically, there are six §19 violations here. The Commission is authorized to impose fines of up to $2,000 for each violation.  The Commission is satisfied, however, that it is in the public interest to resolve this matter with a single fine of $6000.00 for Mr. Baldwin’s course of conduct in violation of §19.