From Bryan McCulloch, Board Director: District 1 at Large;
Statement Number 2 of My Crow Wing Power Cooperative (CWP) Board Experience
This statement is a continuation of a previous statement I put out a few weeks ago. I am presenting this information to you, the members /owners of CWP Coop, to inform you of the many issues I have been concerned about over the past several years, since I have been a board director. Keep in mind that what I am giving you is only the tip of an iceberg from which I have had to pick and choose my battles. I urge you to read my first statement posted on the CWP Accountability Group (CWPAG) website and Facebook page as well.
I would like to start out by saying some positive things about CWP, the Credit Union (CWPCU), and People’s Security. We have many great employees working for us. I have only good things to say about the majority of these people. We are also involved in many great community projects such as Project Round Up, youth tours and scholarships, to name a few. I can’t say enough good things about these programs either.
Having said that, my conscience would not allow me rest if I did not inform you about some internal problems. This particular statement is primarily meant to highlight how badly CWP has treated a man for whom I have the utmost respect. His name is Brian Finch and he has served you with integrity for over 40 years at CWP. The last 20 of which he was CEO of the credit union.
Before I tell you how management wronged this man, I would like to tell you that I first met Brian back when we both attended Brainerd High School; he was a senior and I was a junior and we were also both on the football team. I looked up to Brian even back then because I recognized his strong character, scholarly attributes, athletic skills and perseverance.
During Brian’s years of service as CEO for CWPCU, our company was the first electric sponsored company in the US. This is an important point because of all the challenges this status presented and he was amazing in his ability to manage it. Brian’s duties were split between the credit union side and CWP Coop side - fifty/fifty. Brian was loved and admired by the board of directors and his fellow co-workers. He was an outstanding employee of CWP and CWPCU with an exemplary career. Keep in mind that Bruce Kraemer was only supposed to manage Brian’s work on the power side (not the credit union side), but as you will see later, Kraemer went far beyond his bounds and began interfering in the credit union as well.
During my last statement I brought up the fact that a high-level credit union employee found me sitting in a room alone, during a meeting of the board on Crow Wing Mineral Resources (CMR) and the Hunt Technology (a subsidiary). I was there because I wouldn’t sign the non-disclosure agreement (NDA), meant to hide all the financial information and details from you the members /owners (see my previous statement for more on that).
Brian Finch was that employee. It was at that time that I told him about the royalties agreement for the top three employees of the CWP and how they could possibly be able to enrich themselves with millions of members /owner’s money, over 25-30 years time.
Brian, very calmly and without batting an eye, stated “I have been here for over 40 years and I have seen a lot of things that don’t meet the standard of a cooperative.” Then he added “no one should profit off of a cooperative.”
I have to apologize to Brian because I put him on the spot during last year’s CWP annual meeting in June. Bruce Kraemer over heard me say to Brian that our CWP Accountability Group (CWPAG), would protect him if he publicly sided with us at the meeting, helping to reveal the truth, and not to protect Bruce Kraemer on the issues that were brought up by the members. Issues such as the firing of Bruce Kraemer and doing a forensic audit. After that meeting I was told by other individuals close to Brian that he was in serious trouble with Bruce Kraemer. Kraemer began to see that Brian may be giving information to me and working with those in our group who were exposing him (Kraemer). The pressure exerted on Brian, by Kraemer and those supporting him, began to affect Brian’s health and emotional well-being. He was caught between helping to expose what was wrong and dealing with Kraemer’s tactics against him. He was two years from retirement at this point and expressed fear of retribution. Brian found himself at the mercy of Bruce Kraemer and his ultimate power to control everything that went on, including Bruce’s over-reach into the credit union. Brian couldn’t take it anymore and finally asked to be removed out from under Bruce Kraemer’s authority and put under board authority.
It was also around this time that our head bank examiner, Marcia Lewis, came to speak to the board because of the way Bruce Kraemer was interfering in Brian Finch’s duties on the credit union side. Marcia suggested that Brian be put under board-control and removed from Bruce Kraemer’s reach of authority. She added that this was also important because of what was happening with CWP in regard to the attorney general’s investigation of the company. The whole board, except Gert Roggenkamp, approved this motion.
Brian finally decided he needed a break and took some vacation time in late October and early November of 2019. It was during this time that he decided to exit the company and retire. Here is where things get even stranger. He contacted the board chairman (of the credit union) Gert Roggenkamp, to inform her of his decision. The board then discussed his retirement and benefit package. During the next board meeting Gert Roggenkamp, came back with two offers. The first one was pretty much what the board had agreed upon, but she also had a separate additional offer that included a substantial amount of money for Brian if he agreed to sign an NDA, preventing him from talking about anything at CWP.
When this retirement package was presented to the board, Paul Koering said that it sounded like a gag order or hush money, and I stated that I agreed. We both wanted to know what employer does such a thing, especially in a cooperative with members /owners. It should be noted that Doris Mezzenga also agreed with us. When I questioned Gert Roggenkamp and Deb Frank of human resources about how this NDA originated, Deb shrugged her shoulders and looked to Gert to explain. Gert’s response was that between her and the labor attorney they had come up with this offer. I asked if Bruce Kraemer had anything to do with this and Gert responded that he did not. What do you think, our members /owners? No other critical discussion followed, so the offers were left in place and there were crickets in the board room. You should know that Brian Finch did not take the substantial amount of hush money, so bravo to him!
Another important point is that Brian wanted to remain with the company until the first of January 2020 to train in his predecessor and then leave at that time. All board persons agreed that he should stay until that point except Gert Roggenkamp. I found out at the next board meeting, in December, that Brian had been locked out of his office shortly after the November meeting and that he was not to return. When I asked Gert Roggenkamp whether Bruce had anything to do with locking Brian out of his office, she stated that he did not. Now remember that Bruce was not Brian’s boss at this time, the board of directors was, and no authority was ever given by the board of directors to do any of these things! And…we were not even asked for our opinion!
Another point about Kraemer’s interference in the credit union came from sources inside the company. I was told that Bruce would frequently come over to the credit union and micromanage when he had no business being over there. The following example of interference with the credit union is literally shocking. It came to the board’s attention that Bob Kangas, Gert Roggenkamp and Bruce Kraemer got together and agreed to give the employees at the credit union pay increases, in the midst of all this controversy. They did this by going over the heads of Brian Finch (the CEO), and the other board directors. It isn’t that these people shouldn’t have been given raises (necessarily), the problem lies in why they were given, the method that was used (going over Brian Finch and the board), and the timing that is in question.
When I brought this up for discussion at a board meeting there was apathy and annoyance that I had the nerve to press any further about it, except from Paul Keoring who agreed with me. I am asking you the members /owners what do you think?
Our main goal at CWPAG is to bring you truth and transparency as well as assist with replacing the directors responsible for allowing these things to go on and in some cases being directly complicit.
I thank all of you involved for your brave efforts and give you the quote from John Wayne that I live by. He said, “courage is being scared to death, but saddling up anyway.”
Please visit our web site and sign up to join us. We really need you. We will keep you informed about what is happening. We need approximately 7,000 members signatures and contact information so that we can have a special meeting to address these issues and affect real change. Also, the ballots will come out during the first and second week in May and we ask that you vote for the selected candidates. These are: District 1 at large Bryan McCulloch (Incumbent), District 2B Gary Bakken and District 3A Loren Beilke. We are determined to represent your best interest. These candidates were hand-picked by the CWPAG for their ability to affect real change. You may not realize this but it doesn’t matter what district you live in, you can vote for all the candidates in all districts, not just the candidate in your district.
I have to give a special thanks to my wife Diane, who has tirelessly worked with me through all of this. I would have been lost without her skills in writing and typing.
Bryan McCulloch, Phone (218) 821-8390
Hello to All Crow Wing Power members!
Are you aware that Crow Wing Power Co-Op management has allowed millions of dollars from the sale of assets to be personally pocketed by management and some board members?
Or that they approved royalty agreements that will pay a few executives millions more in the future?
Or that management has borrowed large sums of money from the federal government that the co-must pay interest on, while paying themselves huge salaries that are higher than any other co-op in the state?
These facts --and more-- have led to ongoing investigations by both the state and federal attorney generals offices.
At the Co-op’s annual meeting last June, members voted for an independent, forensic audit of management actions; they also directed the board to fire CEO Bruce Kraemer.
Eight months later, they have taken no action on either of these member approved motions.
We are a group of concerned Co-op members who think this is wrong!
We understand that:
• Per the Articles of incorporation and by-laws, if you buy your power from the Co-op, you are an owner of the Co-op.
• That Co-Op management must at all times operate on a non-profit basis for the mutual benefit of you and other Co-op owners.
• That any profits above operating cost and expenses must be paid back to you and other owners in the form of capital Credits.
Wouldn’t you like to see lower electricity rates and get some of the money currently going to Co-op Management back?
If so, we’d like to ask for your help. Please visit our website: CWPAccountabilityGroup.com
In the coming weeks, we will be sending information out regarding the upcoming board member election and candidates that we feel deserve your support: candidates who will work to shed light on past management actions, hold those responsible accountable, and manage your Co-op in your best interest!
If you are interested in hearing more about this effort or joining our group, we invite you to reply back to this e-mail. Your reply will not be shared with or seen by other recipients of this e-mail.
For more details on problems with Crow Wing Power Management, we have set up a website that you are welcome to visit: CWPAccountabilityGroup.com. The website is under construction and we will be adding additional specific detail on the website regarding past and ongoing management actions we feel were and are not in your best interest.
Our email address is:
Fraud, corruption and rule breaking - What do we do about Crow Wing Power?
Crow Wing Power’s Management and board are working for their own interests when they were hired to serve us!
What is the fastest way is to restore accountability to management of our co-operative?
Elect co-op board candidates who will look out for YOUR interests and work for change!
An annual election is coming in less than two months, and this year three board member positions are open. Our group is actively engaged with prospective candidates. We plan to support and encourage your vote for candidates who pledge to:
1.) Work to stop the misuse of OUR money for secret payouts, bonuses, questionable expenses and insider deals;
2.) Work to lower electric rates and return money to Crow Wing Power members in the form of capital credits; and
3.) Work to restore the openness, transparency, and accountability that Crow Wing Power members deserve.
One of those candidates is current board member Bryan McCulloch, who is running for re-election. Bryan has been working with our group from its inception. Bryan has worked tirelessly for change and accountability since shortly after he was first elected to the board. We strongly support his candidacy.
Another candidate is Gary Bakken. Gary has been asking Crow Wing Power management questions, demanding answers, promoting investigations, and helping to mobilize members for change for several years now. We also strongly support Gary’s candidacy.
Please visit our website (https://www.CWPAccountabilityGroup.com/) for more detailed information.
We have also updated our website with more information since it was first established. You can now see:
* A link to Brainerd Dispatch Videos Interviewing CEO Kraemer about the Emily Mine and a follow up Dispatch video of a CWP Board Meeting presentation on the Mine;
*Names of individuals who support or are involved with our group; and
*A Frequently Asked Question (FAQ) link where we will provide answers to questions we hear related to mismanagement of our co-op (our first question is an answer to “How Much Money does Crow Wing Power Management Make?)
We welcome new members to our group and are soliciting money to help support our cause. You can find links to join our group, refer others you think would be interested to us, and donate money to our cause there.
Statement by CWP Board Director, Bryan McCulloch
My name is Bryan McCulloch and I have served you, the members of Crow Wing Power Cooperative (CWP) district 1 at large, for the past 8 plus years. I would like to share my observations and experiences from my time serving. First, it is important that you understand that I have a long history of working on boards and structured organizations. I served on the Emily Cooperative Telephone Company (ECTC), board for 29 years, Fifty Lakes City Council, started up Boy Scout Troop 118 of Emily, Outing, Fifty Lakes and Cross Lake and was scout master for 7 years. I also have over 30-plus-years- experience as a general contractor, and served on my church board (Emily Wesleyan Church). The point is that I am not a novice when it comes to running boards and managing business.
The first board meeting I attended, after having been elected, was informative and friendly. We discussed the business of CWP and its subsidiaries, but when it came to the business of the Hunt Technologies/manganese mine, we went into executive session, and were told that nothing discussed in this meeting leaves the room. I thought this was strange because during my 29 years on ECTC we never hid anything from our members, except employee business, for obvious reasons. I questioned this procedure of secrecy at the time. The only response I got come from the board chairman and that was that he had served on other boards which commonly hid information from its members. Beyond that there was complete apathy on the topic. I also repeatedly asked to see a business plan on Cooperative Mineral Resources (the Emily Manganese Mine purchased with the Hunt money), and was repeatedly denied this information. Being a business man myself I knew a business plan was a key to success. Finally, I was taken aside by the lawyer Paul Johnson, who told me that the business plan for the mine was in Don Nelson’s head. Nelson was not even part of the company anymore! Once again, I was shocked and even more amazed that no one else seemed to have a problem with this issue. I know it is hard to believe but this really happened.
After having been on the board for a couple more years I became aware of a royalties agreement that was put in place before I was elected to the board. I was informed about this issue by Steve Carlton (one of the other partners in the mine). This was right after the failed bore hole test for the manganese mine. Steve stated that when the deal for the mine property was set forth to the electric company, the Carlton group offered 5% of the royalties to go back to Hunt Technologies (the part of Hunt that would remain a subsidiary money holding entity) to promote a quick sale. Steve was surprised when the document for the sale came back to them (the Carlton Group), designating 1% personal royalty gains for the following persons: Bruce Kraemer 1%, Doug Harren 1% and Don Nelson 1% as well as 2% for miscellaneous designation. The Carlton Group was surprised but didn’t question this because it had been approved by the board of directors.
The1% each of the of the manganese mine royalties calculates out to be (over a 25 to 30-year span of the mine), potentially, many millions of dollars and would go directly into the pockets of the above-mentioned individuals.
Again, I received very little support for my concerns except from Paul Koering who agreed with me. I was repeatedly told that a director shall not go against the majority of the board when I tried to suggest any action.
I just couldn’t believe it! I didn’t agree with this situation and stated that no one should profit off a cooperative. Again, I was met with disinterest and apathy. Ironically the evidence of this royalty agreement did not come from management or any of the board data offered to me. It was only revealed because one of the co-owners of the mine brought it to my attention.
I finally went to the attorney general’s office (Lori Swanson AG at that time) and spoke with the assistant AG. Without telling him who we were I gave him a scenario of what was literally going on with this royalty agreement and that it had been put in place by the board of directors previous to me being on the board. At that time the assistant AG informed me that this was not how a cooperative is supposed to behave and that no one should profit from a cooperative. He also informed me that the state could remove all of the directors, take the cooperative status away, and there could be financial penalties to the board of directors. I brought this information back to the board meeting where I was asked by Gert Roggenkamp “Why would you do this Bryan?” Another statement came from Bruce Kraemer CEO who stated “Bryan you have brought nothing to this board and if it was in my power, I would fire your ass off this board.” Clearly, he only wants “yes,” men and women on “HIS” board. He then went on to say that maybe I should have you sign a nondisclosure (NDA) on anything regarding the mine?” I responded that I would not sign anything that would help him hide information from the members that they deserve to know. Sure enough, at the next board meeting, he had everyone sign an NDA and everyone went ahead and signed except me; I refused to sign. If the NDA had only to do with proprietary mining secrets, that would have been one thing, but it was a blanket protection for management and board decisions allowing them to not have to be accountable to the members.
Because of the fact that I wouldn’t sign the NDA they made me leave the room when discussing the mine (CRM) and Hunt Technologies (one of the funding resources). The first time this happened, I was sitting alone in a room adjacent to the board room while the mine business was going on. A key management person (from the credit union) saw me, stopped by and asked me what I was doing alone in that room. I told him that I wouldn’t sign the NDA over the mine information. He informed me that during his time with CWP (over 40 years), he had seen a lot of things that did meet cooperative standards and that no board person or employee should ever profit of the members money. I was comforted by his statement because it assured me that I really was seeing things from the right perspective.
Management and the board also kept taking large amounts of money form People’s Security (a subsidiary of CWP), to fund the mine. They stated that they could do this and not inform the members because it was a for profit subsidiary. I asked the board and management how this was not the members money, or the members business, when it was the member’s money, they used to purchase People’s Security in the first place. Again, I got nowhere and was met with a mix of disdain and apathy.
That following September the Star Tribune came out with an article about the royalty agreement regarding the Emily Manganese Mine and how the three above mentioned key management individuals were set to receive 1% royalties. Later in December the Brainerd Dispatch did a follow up article about the status of the royalty agreement and caught Bruce Kraemer in a blatant lie contradicting himself within the same article about the existence of the royalties agreement and where it stood at the moment. The Dispatch contacted the directors about this statement and only myself and Paul Koering confirmed that this was true (that Kraemer had lied), the others hid behind the NDA they had signed stating they could not talk about it.
After all of this, more information surfaced that the board also signed NDAs back when Hunt Technologies was sold. It was revealed that the board had gifted themselves with $70,000. apiece. All but 2 board members took the money, those two did not think it was right, but kept the secret of the others taking the money from the membership (hiding under the guise of not going against the majority). This was only leaked by accident; no one was ever supposed to know this information. After the leak they had to admit they took the money. During a crisis management statement to the press the president and board chairmen Bob Kangas stated that the $70,000 was for work the board had done with Hunt Technologies.
These board members knew that compensation for being on the board at that time was approximately $500./mo. The job description was to oversee all the subsidiaries owned by CWP, yet after the sale of Hunt Technologies they came up with $70,000 a piece which breaks down to $970/month for 6 years on top of the $500/month they agreed to receive when they ran for the board. Furthermore, at that same time, they allowed the general manager (Bruce Kraemer), to make his own deal with the buyer of Hunt Technologies (without disclosing the amount to the board) unbelievable! This information was only leaked just before the members annual meeting in June of 2019. During a meeting Paul Koering told Kraemer that since it had been leaked out, that he had taken a large amount of money, he would likely be asked about it and how much it was during the annual meeting. Koering further asked if he (Kraemer), was prepared to disclose the amount at that time (the board still did not know how much he had taken). Kraemer stated “I’ll have to think about it.” In preparation for the disclosure Kraemer put a one and a half page add in local newspapers justifying the fact that he took 1.9 million dollars on top of his $200,000 (plus) annual salary at the time. This information has already been disclosed so I am not breaking any rules by stating it here.
An important note is that I did send all my information and concerns to the Attorney General’s office over a year ago and they are investigating at this time. I have claimed whistle blower status because I don’t believe the rule of “not going against the majority on a board,” applies when corruption is suspected.
At the members annual meeting in June 2019, the members voted to have the board implement several important things: 1) To actively promote transparency 2) To Make it easier for members to attend regular board meetings 3) To fire Bruce Kraemer 4) To do a forensic audit.
The only thing that the board has accomplished is to make it easier for members to attend a board meeting. We did have a vote to remove Bruce Kraemer and do a forensic audit and both failed to receive a majority. Some of the board has hid behind the fact that there is an investigation by the state attorney general’s office and the federal attorney general’s office. They say they want to wait for their results before they are willing to take any of the actions requested by the members at the last annual meeting.
I say that even the if the things I have stated above end up being beyond the statute of limitations or are not criminal on some technicality, they still break with the ethical and moral expectations of the persons chosen to serve you the members. You should also know that since this story first became public, I have gotten calls from employees of CWP outlining many other issues for which there is not time in this statement to mention.
In regard to the CWP Accountability Group I belong to, I am told by some of the other board persons and management that “the group is nothing but a small group of disgruntled conspiracy theorists who have no facts.” Since spring of the 2019 annual meeting there have been depositions done by some with attorney general’s office, both state and federal. I ask that you the members make it known whether you view our CWP accountability group as a small band of conspiracy theorists. When I first started coming out with this information, I had fears of retribution from management, legal and otherwise, so I was cautious at first but finally decided it all had to come out.
If you ask Bruce Kraemer about the royalty agreement, he will now tell you that he has signed off and will no longer be getting that money. He will talk about all the good he does for the company and so will his cohorts. The question is why did it take having his feet held to the fire to relinquish the money for the royalties or admit that he took 1.9 million dollars of cooperative money from the sale of Hunt Technologies.
The majority of hard questions and suggestions through all of this has come from myself and Paul Koering with a little from other board members. The responses from management and those assisting management are very negative. They do not like to hear any challenging questions and proceed to roll their eyes, sigh, and make faces when the questions are asked.
The CWP Accountability Group is reaching out to you the members in a number of news articles and obtaining contact information from you. Our purpose is to have a special-members-meeting. The by-laws state members who are concerned can get your contact information to this when we are concerned about the welfare of our company.
Yet management is refusing to give contact information to the group because they say that the information could be used wrongly. They know why we want the information and the real reason they won’t give it is because they don’t want you to hear from us. They would rather have the only source of your information to come from them. Please tell your neighbors relatives and friends about our group and send their contact information to us so that we can keep all members in the loop. Everyone that is part of this group has donated their time and money to represent the best interest of you the members. We need you to commit to help change board and management at CWP Cooperative.
I (Bryan McCulloch), stand behind the 5 goals that the CWP Accountability Group has formulated.
1. Work to change the leadership of Crow Wing Power Electric Co-Op.
2. Bring to justice current leadership individuals that have demonstrated fraudulent or criminal behavior.
3. Provide Crow Wing Power members reimbursement of any funds that were meant for members and not individuals.
4. Eliminate the signing of non-disclosure agreements (NDAs), from any past, current or future Crow Wing Power management, Board or members.
5. Nullify all self-enriching Crow Wing Power management and Board of Directors royalty agreements
6. Provide Crow Wing Power members the best electric products and services at a competitive price as compared to other co-ops in the state.
Please call me with any concerns, questions or thoughts (218) 821-8390 or email CWPAcctGroup@gmail.com.
Statement by Gary Bakken, Candidate Running for Crow Wing Power Board of Directors (district 2B):
Theft, Corruption, Cover Up (NDAs), Secrecy, Huge Bonuses, and Malfeasance by CEO Officers and the Majority of CWP Board Members
We at the CWP Accountability Group (CWAG) are holding CWP to its fiduciary responsibility to the cooperative members. There are on-going investigations with the Office of the Attorney General for the state of MN, including federal involvement because CWP, at this time, owes the government over 100 million dollars in federal loans.
At the April 2019 regular board meeting I asked the board if they knew that the co-op, officers and staff were under investigation by the Minnesota Attorney General’s Office. One board member asked the attorney (Paul Johnson), if it was true that they were under investigation. He replied "yes, I have received a letter from the Attorney General.” The CEO (Kraemer) immediately replied “I also have received that letter.” In the recent member newsletter, CWP management stated “We are not aware of any pending litigation”.
I have attached 9 exhibits/requests for your perusal that I have sent to Crow Wing Power CEO, officers, the lawyer (Paul Johnson) and the board, as well as public relations director Char Kinzer and executive secretary Laurie Miller. I encourage you to read these attachments. One of them is my presentation to the Board on 5/16/19. At the end of my presentation to the board that day, I formally requested the acting secretary send me the verbatim minutes of the entire regular meeting. I did not receive the minutes as requested. I am concerned that many board discussions and decisions that should be made available to members are withheld from board meeting minutes.
As I understand it this board frequently goes into executive session to discuss things, which means that anything in those meetings does not have to go into the minutes, which are presented to the public in the Current Connection. This is not typical of a board to have so many things done in executive sessions. Bryan McCulloch (present board director), shared with me about one time in particular when he first confronted the board with the question about the about the $70,000 (which had just been leaked to him), and which the board had taken back during the sale of Hunt. Four board members from that time are still on the board today. McCulloch (board secretary), stated that he wanted that confrontation to be reflected in the minutes. He came back the next month and (no surprise), it was not there. Crow Wing Power’s executive secretary, had left it out. I believe CEO Kraemer and Crow Wing Power’s legal counsel control what makes it into the monthly minutes. These are the kinds of things I want to help stop this rogue board (the majority of them anyway), from doing and bring them back to being accountable to you the members.
I again ask for your votes for all 3 of us, whom are recommended on the CWPAG web site, who are running for the director positions. Bryan McCulloch is the only incumbent we are recommending. You can vote for all Districts no matter which district you live in. If you want more information about the work the CWPAG has been doing and the candidates we are recommending for the board (for this years vote), please go to cwpaccountabilitygroup.com. It will also help if you become a member and sign up to get our emails. You may also email us at CWPacctGroup@gmail.com
Ballots will be in the mail during the first week in May.
Gary A. Bakken.
c/file. Mn. Ag/Fed.AG
EXHIBITS - https://documentcloud.adobe.com/link/track…