Board members present: Dorothy Anderson, Peter Bartel, Susie Smith, Patrick Lanning, and Sandra Bishop.

Others present: Randy Berggren and Krista Hince of the EWEB staff, and Moshe Immerman from the public.

The meeting was called to order at 6:55 P.M.

BOARD BYLAWS

General Manager Randy Berggren began by saying that the Bylaws state they are to be reviewed within the first 90 days of a new Commissioner being sworn in. Randy noted that it was within the 90 days for review.

There was considerable discussion on what the Commissioners wanted included in the Bylaws. It was suggested to look at other utilities' Bylaws. Commissioner Bartel had received EPUD's Bylaws and thought they had a very thorough set of Bylaws. There was agreement to look at other Bylaws before making any further changes to EWEB's Bylaws.

BOARD GOVERNANCE

Mr. Berggren also offered some input for how to do Board Governance. He asked that the Board set goals for him that are in alignment with the utility's strategic direction so that he, in turn, can use that information to form goals for his directors.

Mr. Berggren also suggested that there would be value in refining and clarifying Board expectations on roles and responsibilities in working with staff.

Mr. Berggren then asked the Commissioners how they wanted to work with each other in a team building setting and improve the quality of the communication that would be effective in moving the organization forward.

Commissioner Bishop stated she thought the Board was an excellent, dynamic Board., but wanted the Board to be even better in communication. She said she felt that, in times of pressure situations, she wasn't sure where the Board was on issues, that it was just too rushed. She said she wanted to find out more about how each Board member's thought process worked so that when there were upsets on the Board they could be understood.

President Anderson said she felt that there just wasn't enough time to form relationships with the staff like the Commissioner used to.

Commissioner Smith said it could be very powerful to have the Board work with staff on certain issues. She said it was important to bring in an "outsiders" point of view to give a different perspective.

Commissioner Bishop expressed reservations about the Board/Staff liaison role and felt that the Board didn't follow through with becoming a spokesperson back to the Board and left it up to the staff to fulfill that role, making it awkward for staff.

Commissioner Lanning felt the role between Staff and Board could be better when the Board member was representing the Board on subcommittees with staff. He said the Board could be more of a spokesperson back to the Board on reporting and not leave it to staff to report.

The Commissioners then discussed at length different ways they could learn better communication skills and team building ideas and thought a facilitator would work well.

Mr. Berggren indicated that he would welcome any recommendations for facilitators for the team building and also for the Planning Sessions with staff. He said that it might work better to have two different facilitators.

Vice President Bartel then discussed the need for a manual for new board members; i.e., getting your key card, where are the different offices located, the little things that make you a team. He said it would be extremely helpful for new Commissioners and it breaks down the barriers and tension between Board and staff.

Vice President Bartel also discussed the need to re-affirm the Board's principles. He said that, in the beginning of preparing the principles, the Board struggled, but now that they had a set of really good principles, he wanted to see if they still fit with the organization, and if not, why not. He said he also wanted to do some more goal-setting for Mr. Berggren's future evaluations.

The Commissioners then discussed how to set goals for Mr. Berggren. Commissioner Lanning suggested implementing a "means" and "ends" type of strategy to help provide direction.

Commissioner Bishop then suggested that the Board re-visit their Operating Principles and see if they still fit in the organization, especially when it came to discussing the inverted block rates. Commissioner Smith indicated that if the principles had changed, to find out why they had changed, and then maybe adjust the principles if needed.

Commissioner Lanning expressed his appreciation for a great discussion. He said this meeting met his needs to begin the process of communication with one another. He felt that defining the goals had been met (communication) and that we had defined how we wanted to do it (river trip or ropes coarse for one aspect and then bylaws and principles for the second phase).

Mr. Berggren said that he would summarize the notes, identify critical ingredients within the next few weeks and send out a draft scope for Board governance development. He also said he'd gather operating principles from other utilities for comparison.

Commissioner Lanning indicated that the information received back from other utilities would be a great spring board of information, but not to have it used as a crutch.

Vice President Bartel said that once we compare our principles and bylaws with other utilities, we may find out that EWEB's is a cut above the average.

Mr. Berggren indicated he'd take recommendations for facilitators.

President Anderson said she was looking forward to the next phase and felt tonight's meeting was a good start.

Mr. Berggren appreciated the Board's openness and directness and that he was pleased with the meeting.

Commissioner Smith said she enjoyed tonight's meeting. She said she, too, enjoyed the process and felt it was a learning process. She finished by saying that she appreciated what everyone brought to the meeting.

Vice President Bartel echoed Commissioner Smith's sentiment. He said he needed this kind of meeting to stay connected. He said that getting together like this to understand each other's differences is a good thing. He said he appreciated everyone's willingness to share ideas and concerns.

Commissioner Bishop expressed appreciation to the group and said they should have more dinner meetings like this to stay connected with each other. She said that it was nice to have some diversity on the board and that process work is always important. She indicated it was nice to spend some quality time on this process.

The meeting adjourned at 10:00 p.m.

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Assistant Secretary President