TEAS, Inc legal non-compliance

My Letter to County Commissioners - 5/26/2026

Commissioner Murtaugh,

I'm writing to you today because I believe there is a fundamental misunderstanding going on between my requests and your responses. In every communication you've provided, you keep referencing "Directors" and that you have received all of these communications and documents as "Director", not as Tippecanoe County Government. I'm attaching the bylaws here to make sure that you have them.

Herein lies the fundamental issue, it seems. TEAS, Inc seems to be performing all of the duties of the Board of Directors, but performing NONE of the legal requirements for the Members of the corporation, in violation of the bylaws and in one case, state law. The Commissioners, as the governing body of Tippecanoe County, Indiana that made this organization in the first place, appear to either be ignoring these legal requirements or are completely unaware of these requirements. Because of these continued violations, Tippecanoe County, Indiana does not possess any of the records that Tippecanoe County, Indiana is legally required to have received, and the Commissioners appear to have never taken votes on any of the votes required of Members of this Corporation.

I am endeavoring to outline them here, so that maybe we can actually be on the same page and move forward.

How TEAS, Inc is different than every other board you seem to serve on

In my last public comment, it was mentioned by Mr. Masson that just because a commissioner sits on a board, doesn’t make every document they receive public. After the last Commissioners meeting, I did some closer reading of "Members" versus "Directors" in the bylaws of TEAS, Inc. and looked at as many non-profit organizations I could find that have an elected official serving on the board.

Every entity I could find that has a public official sitting on the board has wording in its Articles of Incorporation that say either:

• there are no members and the board of directors is made up of people picked by a certain position such as the County Commissioners, or that

• the members of the corporation are people picked by a certain position such as the County Commissioners

In both cases, neither the "Directors" nor the "Members" are the government unit itself, and I can see how there could be an argument for many of those records in those non-profit organizations to not be public.

TEAS, Inc, however, is different, and is not structured the same way as all of the other non-profits you seem to serve on. In TEAS, Inc. the Members of the corporation are Tippecanoe County Government, City of Lafayette, City of West Lafayette and the directors are elected to the board by that Member. In this case, again, the Members of the corporation are the government units themselves, not just people the elected officials happened to pick.

TEAS, Inc Members are not the same thing as Directors and each have different requirements under the bylaws:

• Bylaws Article II outlines requirements of Members

• Bylaws Article III outlines requirements of Directors

• Throughout the entirety of the Bylaws there are specific requirements outlined that are distinct between Member and Director as will be illustrated through the remainder of this email.

TEAS, Inc could possibly be considered a public agency itself under Indiana Code because it is performing what Indiana Code states is an essential purpose of the political subdivisions of the state and thus governance of such essential purpose by this Corporation would require some amount of exercising of executive, administrative, or legislative power. This has not yet been ruled on by the public access counselor, but I am including it here as additional context to consider.

• (IC 16-31-1-2) - “The provision of emergency medical service is an essential purpose of the political subdivisions of the state.”

• (IC 5-14-1.5-2) - “Public agency” means … “(2) Any county, township, school corporation, city, town, political subdivision, or other entity, by whatever name designated, exercising in a limited geographical area the executive, administrative, or legislative power of the state or a delegated local governmental power.”

Summary of Member (Not Director) Legal Requirements in TEAS, Inc that I believe are being violated

• Context: TEAS, Inc Members explicitly have a vote on some specific topics

  • (Bylaws Article II, Section 1(b)) -

    • “The Class B membership class shall consist of and be limited to Tippecanoe County, Indiana (The “Class B Member”)”

    • “The Class B Member shall be entitled to one vote on all matters on which the Class B Member is entitled to vote upon under the Articles, the Bylaws, or applicable law.”

  • (Bylaws Article II, Section 1(c)) -

    • “The Class C membership class shall consist of and be limited to City of Lafayette, Indiana and the City of West Lafayette, Indiana (The “Class C Members”)”

    • “The Class C Member shall be entitled to one vote on all matters on which the Class C Member is entitled to vote upon under the Articles, the Bylaws, or applicable law.”

• Members of the corporation must vote on some items in addition to the Board of Directors. This does not appear to be occurring.

  • (Bylaws Article III, Section 2) - “Notwithstanding the provisions of Section 1 above, action by the Board of Directors on certain matters shall require, in addition to all other actions and approvals required by the Act, the Corporation’s Articles of Incorporation and these Bylaws, the approval of the members of the corporation as specified below:
    (1) Electing and removing the Chairperson and Vice Chairperson of the Board of Directors of the Corporation; and
    (2) Approving, interpreting and changing the mission, philosophy, goals, objectives, role or purposes or any statement thereof, of the Corporation.
    (3) Routine approval of Board meeting minutes, activities, financial and operational reports”

    • My records request to Tippecanoe County Government came with a response that Director Murtaugh is in possession of Board minute meetings, but Member Tippecanoe County Government does not have any such documents in its possession

• Members are also required to be presented with an annual operational audit that is performed against Franciscan Alliance. This does not appear to be occurring.

  • (Bylaws Article VII, Section 2) - “Audit Review Procedure. The annual audit of the operational activities of Franciscan Alliance on behalf of the Corporation shall be presented to the Chairperson and, thereafter, to the Board of Directors and members of the corporation.”

    • My records requests to City of Lafayette and City of West Lafayette came with a response that neither Member is in possession of such records

    • My records request to Tippecanoe County Government has not yet been officially responded to, but has been purported verbally to be solely in the possession of Director Murtaugh, not Member Tippecanoe County, Indiana

• TEAS, Inc must hold an annual Member meeting according to both the Bylaws and Indiana Code. This is distinct from an annual Directors meeting, which is outlined in Bylaws Article III, Section 12. This does not appear to be occurring.

  • (IC 23-17-10-1 1(a)) - “A corporation with members must hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. “

  • (IC 23-17-10-1 1(g)) - “At the annual meeting: the president and chief financial officer or the president's and the chief financial officer's designees shall report on the activities and financial condition of the corporation; “

    • Commissioner Murtaugh has admitted in conversation, but not in writing, that he is in possession of financial reports that were communicated to him but asserts that they were given to him as a Director, not the Member.

  • (Bylaws Article II, Section 3) - “Annual Meeting of Members. An annual meeting of the members of the Corporation shall be held within six (6) months after the end of the Corporation’s fiscal year for the purposes of electing the directors of the Corporation and of transacting such other business may come before the meeting. If the election of directors shall not be held on the day so designated, it shall be held at a special meeting of the members called as soon thereafter as may be convenient”

• TEAS, Inc Members must elect their Directors and Members must re-elect their Directors upon expiration of their 2-year term. This does not appear to be occurring.

  • (Bylaws Article III, Section 4) - “The terms of all directors shall be of two year duration”

  • (Bylaws Article III, Section 6) - “Election of Directors. With the exception of the initial directors upon the effective date of these Bylaws provided for in Section 5 above, each Class A Member shall elect two (2) of the Class A Directors by a vote of such Class A Member. The Class B Director and Class C Directors shall be elected by the Members as provided herein. Successors shall be elected and vacancies in the Board of Directors arising by virtue of the expiration of a term, resignation, death or otherwise, shall be filled by a vote solely of the Class A Member that appointed such Class A Director, or in the case of the Class B Director and Class C Directors, the Members in accordance with the above provision”

Conclusion

• In order for Members of the Corporation to have done any of the above actions, they must have received the associated records from TEAS, Inc and then voted accordingly.

  • So far, all public records requests that have received official responses, have been denied based on the reasoning that they do not have these records in their possession, not that they are declining to provide them because they are considered confidential for some reason.

  • At the very least, all of the cited documents and pieces of information that are outlined should be in the possession of all Members of the Corporation, whether they would be deemed confidential or not in a public records request.

  • I am assuming here that for any governmental Member of the corporation to officially vote on anything outlined in the bylaws, that a vote would have to be taken by the governing body of that governmental unit. In the case of the County, I would presume that to be a vote by the Commissioners and in the case of the City, I would presume this to be a vote by the City Council.

• Initial reviews of County and City agendas have turned up no instances where the governing body of any of the government Members of the Corporation have ever taken a vote to decide how to direct their vote that is required of Members by the bylaws

• Therefore, based on the official responses from my public records requests, all governmental units have officially concluded that TEAS, Inc and/or Tippecanoe County Government is in violation of its bylaws and Indiana Code. Either these actions are being done but being done in secret and official records of the governmental unit are not being appropriately created, or none of these legal requirements are being met by TEAS, Inc and Tippecanoe County Government is failing in its duty to hold them to their legal agreements.

• In all cases of these records, IC 23-17-27-1 and IC 23-17-27-2 outlines that these records are required by Indiana Code to be held by the Corporation and outlines that Members of a non-profit corporation have the right to request the records of the Corporation. So, if these records have not been communicated up to this point to the Members and appropriate records not created, it is well within each Member's power under Indiana Code to get the records from TEAS, Inc to make sure appropriate records for the government unit are created, and any such record that should be able to be accessed by the public can be accessed.

On 5/18, I gave public comment at the Commissioners meeting and the subject of "Directors" versus the county came up as the reason why they couldn't release some of the documents I'd requested as public records. I realized I needed to map out that distinction between the two in the bylaws and see exactly how it is worded. I also decided that I needed to look at the articles of incorporation of as many non-profits I could find that had an elected official sitting on the board.

What I found after doing a closer reading of the bylaws is that when you map out the exact requirements of the members of the corporation and put that up against the exact requirements of the board of directors, this whole picture becomes crystal clear as to why they have been continually confused about why I would be asking the county for this information.

The reason?

They've never read the bylaws of the organization they're supposed to be managing and likely have never had a copy of them until I emailed them this past Friday.

When you set both sets of requirements side-by-side, TEAS, Inc is only performing the duties required of the Board of Directors. There's not a single requirement between the non-profit and the Members of the corporation that is being done. Likely for the entirety of the last 13 years.

Read below my email to Commissioners with all of the citations from the bylaws that TEAS, Inc and the county are not performing.

I've started reaching out to both the City of Lafayette and City of West Lafayette with the same information to make sure they're aware these legal requirements are not being met.

More to come!