INCOMPATIBLE OFFICES: Yes Indeed!
1. Why:
Craig A. Rolfe, the attorney hired by the current Council to represent the Village after the Village’s prior attorneys quit following the election of Bill Lewis as President, wrote a “LEGAL OPINION LETTER (PUBLIC)” absolving Bill Lewis of violating Michigan’s “Incompatible Public Offices Act” found at MCL 15.181-15.185. That law states:
“… a public officer or public employee shall not hold 2 or more incompatible offices at the same time.”
“Incompatible Offices” are defined as follows in MCL 15.182(b):
“… public offices held by a public official which, when the official is performing the duties of any of the public offices held by the official, results in any of the following with respect to those offices held:
(i) The subordination of 1 public office to another.
(ii) The supervision of 1 public office by another.
(iii) A breach of duty of public office.”
Mr. Rolfe concedes that Bill Lewis is employed as Library Director and as Village President and that he is a public officer as to each. He also concedes that these offices are not excepted from the “Incompatible Public Offices Act”. While Mr. Rolfe spends paragraphs ruminating about whether one office is subordinate to the other or one supervises the other, he finally concedes that the question of whether Bill Lewis holds incompatible offices in violation of this law involves the question of whether or not there is “A breach of duty of public office.” under (iii) above.
The answer to that question is clearly and undoubtedly “yes”!
2. The Facts & Law:
When Bill Lewis was sworn in as Village President in November 2024, he assumed a “public trust, …,” and became subject to a fiduciary standard that requires disinterested conduct.” as noted by Mr. Rolfe. As President of the Village Bill Lewis was and is required to protect and promote the interests of the Village and not those of his other employer the Library Board.
Instead, Bill Lewis permitted the Library Board to occupy and use Village property at 107 N. Main St. for almost 3 months without the payment of rent while the associated costs of the building were born by the Village taxpayers. There was a landlord tenant relationship for which Bill Lewis and the other Council Trustees were responsible to manage for the good of the Village.
Then, Bill Lewis permitted the passage of a lease in which the rent from the Library Board doesn’t even cover the annual operating costs of the building to the Village taxpayers let alone the long-term costs. Bill Lewis could have prevented this but he abstained on the Council’s vote to adopt the lease. With more than a couple of hundred thousand dollars on hand the Library Board could certainly afford to pay the Village reasonable rent.
Bill Lewis’s refusal to vote and abstention from voting in itself is a breach of duty under the Incompatible Public Offices Act according to the Michigan Court of Appeals in Oakland County Prosecutor v. Scott, 237 Mich App 419, 423 (1999). While “… a conflicted official may abstain from participation in the consideration of the contract.” meaning the “… preliminary consideration of a possible agreement …”, Bill Lewis abstained instead of voting the lease down when it was clearly not in the bests interests of the Village to pass it. See, Macomb County Prosecuting Attorney v. Murphy, 464 Mich. 149, 164-166 (2001)
This abstention from voting on the lease was also an acknowledgement by Bill Lewis that he has a conflict of interest between the Village he was elected to protect and his other employer, the Library Board. The two constituencies and his duties toward them are clearly in conflict. The best interests of the Village dictated that it be paid reasonable rent for its property. The best interests of the Library Board were in minimizing the rent it had to pay. There will be other issues like in any other landlord-tenant relationship. Things such as maintenance and replacement of the HVAC system, security, use of the park for library activities, placement of the corn-toss goals, and so forth.
And this will continue since the Village Council will be responsible for managing the lease and the relationship with the Library Board for three years. Bill Lewis and Trustees Denise Pyle, Carolyn Kelly, and Ben Moore gave the Library Board a three-year lease and that they are charged with managing for the benefit of the Village. So, that’s at least three years that Bill Lewis will have a fiduciary duty to the Village taxpayers so long as he continues as the library director.
The Village taxpayers paid for this “Opinion” by Mr. Rolfe even though the interests of the Village and those of Bill Lewis are not the same and appear in conflict. The Village’s interest is to protect itself and the taxpayers from getting fleeced by Bill Lewis and his bloc of Trustees on the Council. The interests of Bill Lewis are to keep both jobs and the income from them. The Council was not consulted nor did it vote to provide and pay for legal services for Bill Lewis in this matter. The Council did not vote to waive the conflict of interest between the Village and Bill Lewis. Any fair person would have to question whose interests were served by Mr. Rolfe’s efforts. For sure, the taxpayers of the Village paid $300 an hour for those efforts.
Bill Lewis should resign as Library Director or as Village President if he is to comply with the law. The alternative is to face a citizen or Council Trustee request for removal as Village President and action for removal by the District Attorney, the Attorney General, or perhaps the Governor. If the latter occurs, it won’t be up to the taxpayers to pay for Bill Lewis’s representation.
