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Home My WebLink About01.a. (Handout) Facilitator Brent Ives' Presentation 01/20/21 Item a. (Handout) Boardcer Diq January 14,2021 � '�� i1BHI• . aaaxnc�nu�xcorraurx�xa 1 Introduction • INTRODUCTION -Brent Ives, BHI Management Consulting •Organizational consultant to Special Districts(20 years) •BHI Management Consulting-Strategic Planning-Supervisor training—Board Dynamics Board/Manager relations-workshops,etc.—many statewide sanitation clients •25 years Technical Manager In Engineering at LLNL •Served 23 years on Tracy City Council(most recent 8 years as elected Mayor),numerous regional Boards/Commissions.IfI ... L ;:::'ABM 2 1 01/20/21 ODA Subjects you want covered (Today's parking lot) Topical review and discussions based on inputs Board Role Overview -Boards,the Brown Act and Confidentiality—Closed session -Board working together and dynamics—Being Effective -Board Communication protocols -Boards,Agency Employees and micromanagement -Discussion of Board Officers -BP-012—Rosenberg's Rule of Order -Board Briefing Book review(Handbook) -Board Training opportunities Parking lot review You have some other business as well Z3 Ll <'= BHI. 3 3 1pr� TODAY • Collected these topics to discuss today, but... • Is there anything else you'd like to discuss today?? - What should or should not go to committee and why, who drives, who requests? - "develop guidelines on what should go to committees" - `president—let's clarify what this means - On-boarding for new Board members -let's plan initial meeting for new Board members and swearing- in...maybe efficiently separate the goodbyes and reception of new members. ilIMMI.4 4 2 01/20/21 Topical Discussions Boards, Brown Act and Confidentiality Board members should practice the "Duty of Loyalty" Duty of Loyalty is part of your fiduciary responsibility to the entirety of those you serve....all "in the best interest of..." "and I take this obligation freely, without and..." One of the element of the Duty of Loyalty is confidentiality not to speak about closed Board matters without Board permission lack thereof hampers the decision making ability of the Board when taking on the critical aspects of business in closed sessions. Z3 s 5 Topical Discussions Boards, H&Brown kznd Confidentia •The Brown Act has quite specific rules regarding meetings Meetings are open to the public. "Meetings"of the Board can be perceived to occur when a voting majority is present. The Act defines the rare set of purposes and circumstances of closed meetings as well.(Negotiations,public property matters, employee performance matters, etc.) Closed meetings have specific reporting rules All who attend are deemed capable of confidentiality The Act has language for those who ignore the confidentiality rule IIABHI. 6 6 3 01/20/21 Topical Discussions Boards, the&wn Act tm&d AK Confid 'ali� Breach is unlawful: 54963.(a)A person may not disclose confidential information that has been acquired by being present in a closed session authorized by Section 54956.7, 54956.8,54956.86,54956.87,54956.9,54957,54957.6,54957.8,or 54957.10 to a person not entitled to receive it,unless the legislative body authorizes disclosure of that confidential information.(b)For purposes of this section, "confidential information" means a communication made in a closed session that is specifically related to the basis for the legislative body of a local agency to meet lawfully in closed session under this chapter.(c)Violation of this section may be addressed by the use of such remedies as are currently available by law, including, but not limited to:(1) Injunctive relief to prevent the disclosure of confidential information prohibited by this section.(2) Disciplinary action against an employee who has willfully disclosed confidential information in violation of this section.(3) Referral of a member of a legislative body who has willfully disclosed confidential information in violation of this section to the grand jury. 7 Topical Discussions Boards, Brown Act and Confidentiality _A • Breach of Confidentiality is one of the worse violations of Board dynamics • It yields distrust within the decision team • It causes suspicion, poor decision making and inefficiency • Its therefore bad for the District, and • Its unlawful... Z3 LI 8 4 01/20/21 TODAY Subjects you want covered (Today's parking lot) Topical review and discussions based on inputs Board Role Overview -Boards,the Brown Act and Confidentiality—Closed session -Board working together and dynamics—Being Effective -Board Communication protocols -Boards,Agency Employees and micromanagement -Discussion of Board Officers -BP-012—Rosenberg's Rule of Order -Board Briefing Book review(Handbook) -Board Training opportunities Parking lot review Z3 LI1MMI. 9 9 The Role of the Board Good Boards and Board members start and end with the Mission: To protect public health and the environment Taking it further to the Vision of the District: To be an industry-leading organization, known for environmental stewardship, innovation, and delivering exceptional customer service at responsible rates. SIM 10 5 01/20/21 The Role of the Board • To be able to deliver for your half-million on the Mission and Vision, this Board will be making about 200-250 decisions together on projects and initiatives nearing $113 of the public's money • You, as a Board, have a lot to do. • It requires individual preparation and functional group decision making process....decision 1 to 250 11 The Role of the Board • In the recent past the Board has taken steps for review and update it policies and procedures to fit to any Board that may be placed here by the public. - Annual Board Self performance evaluation - Review and update of Board related policies and process - Board training - Continuing education e ii1BHI, 12 6 01/20/21 Board Role, Position and Obligation — IL 'THE EVOLUTION OFA PUBLIC AGENCY" 1. PUBLIC MISSION(NEED/PURPOSE, ETC.) 2. REPRESENTATION 3. MANAGEMENT 4. OPERATIONS 5. SERVIOF THE MISSION TO THE CE PUBLIC... krtNvd.bhiconsulting.com '�' .1 � 13 13 Board Dynamics— "Respect of The PROCESS " • All of you are part of a process that existed before you arrived — method, process and culture. • You do your best get your items heard, properly understood and moved. • You employ a process for public decision making, (informed by staff, your experience and the public) • Decisions are made by the team (as many as 250) • The system dictates that representatives are equal • You design a team decision process for openness and participation, exercise that process consistently: then any vote is a good vote IfIL w bhiconsulting.com 14 14 7 01/20/21 Board Membership - Your individual role " ■ Make and respect good Policy ■ Manage the CEO well ■ Budget/finance ■ Clarity of expectations ■ Personnel ■ Clarity of Communicates ■ Operational ■ Plan together ■ Administrative ■ Manage performance ■ Board Protocols and Procedures ■ Be a good"collective"supervisor ■ Representative ■ Vision/Direction/Planning ■ Mission stewardship ■ Mission/Vision/Values/Strategy ■ Listening ■ Chartthe course ■ Being"present'and prepared ■ Don't leave the public,stakeholders,or staff guessing ■ Be a voice about where this agency is going. ■ Apply your perspective ■ Ethical Service ■ Commit to Teamwork ■ Filtering all through the ethical lens ■ Prepare like steam-member ■ Nothing above what is commonly available to the public ■ Know your role ■ Influence by respect/logic/passion/articulation ■ Decisions are made by the collective Team YL www.bhiconsulting.com 15 15 Board Membership- "NOT Your Role "' • Anything unilaterally • Representing one faction, single interest(other than the Mission) or special interest in the community or in District business • Spending time with means instead of ends (how things are done vs. what big picture is to be accomplished) • Practicing your professional skills here rather than learning and applying good Board skills • Delving into staff-level working relationships, including manager to staff • Representing staff • Avoiding the hard parts of the job. (ENDS, NOT MEANS),(WHATS, NOT HOW),(POLICY, NOT PRACTICE) AXL —.bhiconsulting.com '„� ,++, � 16 16 8 01/20/21 Topical Discussions Boards Working together. . . Dynamics • Best Boards find a way through their differences and use them to actually perfect decisions. • They are committed to "professional level". • It comes down to mutual-respect. Z3 '12BHI. 17 Board Relations/Dynamics EFFICIENCY!! JA A. Laminar flow �� _] means more u flow- EFFICIENCY b) Turbulent flow �-,] means less (� output, chaos and INEFFICIENCY AXL 18 18 9 01/20/21 All of you started here 'd 19 All of you needed to win your seats ` 1 i tBa T- 20 10 01/20/21 Ll �p N 17 ^ �a Vow For ME 21 Now,you are in this together 0 0 0 0 0 OO C, O o 0 O O O _ 22 11 01/20/21 This simply shows the process of perfecting a decision AM a � c � 23 The outcome can become hybrid of any one oTIC ideas but solve the intended need. 0 0 0 0 0 a 0 0 C, a 0 ° o a � o d � 24 12 01/20/21 Board Dynamics at CCCSD This Board is different from the last - Each of you have a responsibility to 500,000 constituents to do this right. - All of you have the same opinion and vote opportunity, there is no strata. - The public simply expects that you'll work out differences to their benefit... as good representatives. - Small differences can become large with ease. - If the Board allows any such thing, it effects this District, top to bottom. Z3 ABHI S 25 Topical Discussions LBoards and Micromanagement Board's primary roles is for making policy Manager as the CEO Staff as the working professional -This is about understanding discrete roles of these •All Boards get challenged with this •You and predecessors have expressed your intentions: - CCCSD Code of Laws, Chapter 2.08, Section 2.08.030—Authority and Responsibility The General Manager of the District has the administrative authority and responsibilityfor the operation of the District and the enforcement of all District rules and regulations,including authority to execute all contracts,warrants,releases,receipts and similar documents for and on �Oehalf of the District in accordance with California Health and Safety Code Section 64',MBHI. 26 13 01/20/21 Public Agency Organization Model Our PublicIN 11 0 The Owners •Members can talk to Elected or Appointed Board The Representatives certain staff members about large projects. (this process and allowance must be well defined!) General Manager/CEO Some exceptions with The Executive bargaining units,but care must be taken. •Ask yourself'why'you must Staff/Employees Have the technical information. The Professionals Services,Programs and Products 27 Discuss Boards and Micromanagement •Your prime contact is with the GM • He delegates communications with staff for you (some exceptions), this is part of the Code under which the District is managed and your own policy •You make policy, he and they implement IMBHI. ,s 2s 14 01/20/21 ng Roles Understanding�a�ue (30,000 ft.) Beliefs Vision Priorities Governance Policies Team Labor Contracts - ENDS / ec-C, d�oa SuGG � m s Strategies 3 Tactics Techniques Methods MEANS Administration and Staff �'riven 19Y L Skill 29 Co0Yh9h[2001 C--School B-Assaclaflon 29 Topical Discussions Typical Questions that tt arise • How should the Board "relate"with District employees? •What is the appropriate way to "view"the employees? •Who are Board employee(s)? •What is and is not appropriate for communications with employees of the District? IfIL :IABHI. 30 15 01/20/21 BOARD RELATIONSHIPS "Optimize these assets!" PUBLIC Policies • Plan their future • Use them efficiently Authority and Roles •"Serve the Mission" BOARD •"Make Policy" •"Set Direction" •"Keep efficiency in mind" •"Clarity with the Executive' EXECUTIVE GM/CM Funds Facilities Equipment Human Capital Z3 LI 31 Board to Staff Communications • Objective/intent— Communicating with staff below the executive ONLY at the proper level, with the proper intent and as prescribed in policy. • Best Practices- - Communicate through the executive - When need exists,Agency has policy to guide • Realities - - Board members too often have side, business related discussions with agency staff, even seek them out at times, causing colleagues to question their intent.They can at times entertain employee initiated business related discussions. 32 32 16 01/20/21 Reasons Board Should Limit LCommunications With Staff M • Undermine Board neutrality...Grievance process • Violating the managerial structure with which you evaluate your manager...Org. structure • Your contract is with the Manager, they all work for him/her...Board role/Manager's job • Inadvertent admissions...Your personal liability • Misquotation of your comments...Your personal liability • It's just not the Board's job...Board role... P. 33 33 TODA Subjects you want covered (Today's parking lot) Topical review and discussions based on inputs Board Role Overview -Boards,the Brown Act and Confidentiality—Closed session -Board working together and dynamics—Being Effective -Board Communication protocols -Boards,Agency Employees and micromanagement -Discussion of Board Officers -BP-012—Rosenberg's Rule of Order -Board Briefing Book review(Handbook) -Board Training opportunities Parking lot review Z3 Ll ENBHI,i4 34 17 01/20/21 Board Officers • Options Exist • You use nomination process with some customarily expected succession • Others use a pure vote with top and pro-tem voted each year • Some do multiple years • Many do it by labeling each seat and officers getting rotated for coverage www.bhiconsulting.com 35 35 Board Officers • Rosenberg's Rule's have no guidance here. • Sturgis recommends the consideration of longer, even multiple terms for those proven in the seat. • Robert's rules refers to the bylaws of each organization to decide. www.bhiconsuIting.com 36 36 18 01/20/21 Board Officers • Sturgis promotes an evolution of experience before taking the helm. • It does not suggest that a simple rotation is best for 'fairness' sake but the principle of what is best for the organization. • None of the guides provide a particular set of powers of the Chair or President, relying instead on the organizational bylaws to consider and control. Defining and managing meetings well without bias, and allowing for free, consistent and open debate is crucial. 37 Board Officers k. • Much depends on how the Board culture has evolved and has proven or disproven its current methodology. • Much also depends on how much unilateral or administrative authority the bylaws gives the Chair. • In general when the roles of the Chair has been abused, other means are sought. • Your Board policies regarding the officers generally outline the roles of each President and Pro-Tem • Discussion?—Staff bring back process and policy changes where needed to committee or full board. www.bhiconsuIting.com 38 38 19 01/20/21 MMMMLO�DAY Subjects you want covered (Today's parking lot) Topical review and discussions based on inputs Board Role Overview -Boards,the Brown Act and Confidentiality—Closed session -Board working together and dynamics—Being Effective -Board Communication protocols -Boards,Agency Employees and micromanagement -Discussion of Board Officers -BP-012—Rosenberg's Rule of Order -Board Briefing Book review(Handbook) -Board Training opportunities Parking lot review iIABHI39 39 TODAY • Collected these topics to discuss today, but... • Is there anything else you'd like to achieve today?? IfIL =.I�BHI•lo 40 20 01/20/21 Rosenberg's Rules of Order - an Overview 41 Rosenbergs Rules • CCCSD — Policy BP-023, B.1a • Chair has responsibility to keep meetings "on-track" • Reasonably manage • Members honor Chair's role • If disagreement....Rosenberg's Rules are used and cited — Board can change rules of order policy at-will through policy change 42 21 01/20/21 Rosenberg's Rules • Author of these rules — David Rosenberg, Superior Court judge (Yolo Co.) — Yolo Co. Board of Supervisors — Mayor of Davis, CA — Parliamentarianism Professor — Various judicial, state and local appointments, commissions, etc. 43 Rosenberg's Rules • Why these rules? — Many use Robert's but those were intended for parliamentary times and use, not small local decision bodies...book — Rosenbergs are simplified for use at local level • Practical • Logical • Simple • Easy... 44 22 01/20/21 Rosenbergs Rules • Fours Basic Pillars — Establish Order — Clarity — User Friendly — Enforce the will of the majority 45 Rosenbergs Rules • Establish a quorum — The minimum number of members required to conduct legal business...one more than half — CCCSD policy can require super-majority — Without policy...one more than half 46 23 01/20/21 Rosenberg's Rules • Role of the Chair — Know and apply the rules — Generally (courtesy), but not required to play less in discussion and more in process. — Has full right to participate as any other — Should strive to be last to speak — Keeper of the open process and ensuring all have participated 47 Rosenberg's Rules • General Agenda layout — Chair Announce the agendized item and announce format for the item — Invite reports — Invite Member questions for clarity — Invite public participation...clarify limitations — Invite a motion — Invite/require (??) second — Clarify motion ... All understand motion — Invite discussion — Take vote — Announce results 48 24 01/20/21 Rosenberg's Rules • Motions — Usually required and seconded for discussion of action items, "A motion at this time would be in order." — "I move that we..." — Chair can suggest a motion, "a motion would be in order to require..." — If no motion Chair can "move" the item 49 Rosenberg's Rules • Motions (continued) — Three substantive motions — .Basic motion, "Motion to create a committee of five members of the public..." — .Motion to amend, "I propose an amended motion to require ten members of the public for the committee..."( Changes the original motion.) — Substitute motion, "I move a substitute motion that we do away with the whole committee idea." — The Chair can define which is which 50 25 01/20/21 EL Rosenbergs Rules • Multiple motions — Only three motions can be on the floor at once. — Chair may require help from clerk to keep motions straight. — Process last motion first...proceed back through to original motion — If substitute motion passes, others moot and so forth 51 Rosenbergs Rules • Debate • Chair can and should discuss debate limitations, if any, upon more than one motion • Exceptions exist on limiting debate • Motion to adjourn. Must be processed • Motion to recess. Must be processed • Motion to Fix the Adjournment Time. Must be processed • Motion to table, can contain specific timetable for reconsideration • Motion to limit debate..."I move the question.."Question", Chair asks for second...requires 2/3...limit debate motive? • Motion to "object to consideration" 52 26 01/20/21 Rosenbergs Rules • Majority/Super-majority — 3of5 — Policy exceptions — Call of Question or Object to consideration could be seen as attempts to limit full and open debate 53 Board Briefing Book Roger Z3 LIIIMBHIt 54 54 27 01/20/21 Board Training •There are a number of training opportunities for Board members, most if not all are covered by the District. Ask Roger -CSDA online webinars ... on demand ... classroom and conference -In-house specialized seminars -Delta-Diablo CSDA Chapter -On-line subscription weekly Board training service -Books ... -Katei will be sending Z3 'EMBHI .�s 55 LParking Lot Items and Forward •Review parking lot items from before and today •Questions from today? •I'm available to any of you in any of these subjects. Brent Ives (209)740-6779 brent@bhiconsulting.com IFIL _6 56 28 01/20/21 TODAY -.A= Subjects you want covered (Today's parking lot) Topical review and discussions based on inputs Board Role Overview -Boards,the Brown Act and Confidentiality—Closed session -Board working together and dynamics—Being Effective -Board Communication protocols -Boards,Agency Employees and micromanagement -Discussion of Board Officers -BP-012—Rosenberg's Rule of Order -Board Briefing Book review(Handbook) -Board Training opportunities Parking lot review Z3 LI :;; BHI. 57 57 29