Board members present: Patrick Lanning, Ron Farmer, Dorothy Anderson, and Henry Masterson. Commissioner Sandra Bishop arrived at 6:10 p.m.

Others present: Randy Berggren, Jim Wiley, Roseanna McArthur, Debra Smith, Tom Buckhouse, Jim Origliosso, Dick Helgeson, and Krista Hince of the EWEB staff; John O' Connor as facilitator, and Minutes written by Ruth Atcherson, City of Eugene Minutes Recorder.

REVIEW BYLAWS

General Manager Randy Berggren explained that, by reviewing the Bylaws, the Board would be fulfilling its obligation for their review as written into the City Charter. He said that it would not be necessary to rework the Bylaws, but that the Board could identify problem areas in them for future work at a Board meeting.

Commissioner Masterson commented, regarding Article II, that in addition to the citizens of Eugene, the article should refer to representing the other ratepayers as well. Vice President Farmer disagreed. He felt that the utility should strive to benefit all ratepayers, but that the customers of the utility that resided outside of the City were not technically stakeholders in the utility. Mr. Berggren added that Article II indicated as a goal the maintenance of the lowest possible rates, which was a benefit to all ratepayers regardless of whether they were specifically cited in the Bylaws.

President Lanning asked why the Bylaws specified only one meeting per month, when the Board was meeting twice a month. He noted that the second meeting in a month was called a Special Board Meeting. Mr. Berggren explained that the City Charter specified one meeting per month, and not two. President Lanning responded that he thought that the Board and staff should look at how the meetings were scheduled. He opined that it may not be necessary to meet as frequently as it does. Mr. Berggren commented that the Board had, in the past, wanted a higher level of detail, but that it seemed like the present Board did not want to be presented with such a level. Debra Smith, Telecommunications Project Manager, noted that time management was on the Board agenda. Vice President Farmer remarked that when he first came on the Board and realized that there was a "Special" meeting once a month he had wondered how special it could be. He said that he would like to establish criteria to control the level of staff presentations.

Commissioner Sandra Bishop arrived.

Mr. Berggren asked, regarding Article VI, Section 1, how great the desire to strengthen the role of President was. He said that he was unsure whether that would necessitate any change in the Bylaws, but that the Board should consider the level of participation the President should have.

Commissioner Anderson commented that this represented a turnaround from Board procedure of a decade earlier, at which time the Board had decided to reduce the role of the president.

Ms. Smith suggested that the role could be expanded in a limited way, such as working on the agenda setting process. President Lanning agreed, stating that this had arisen from Board feedback on better time management at meetings.

DISCUSSION #1: VALUES THAT EMPOWER EFFECTIVE BOARD GOVERNANCE

Ms. Smith circulated a copy of the Central Lincoln People's Utility District Board Agreement. She said that there was not an intention to discuss this agreement in particular, but that rather it should serve to provide suggestions.

Mr. O' Connor shared an allegory, the point of which was to encourage all those present to speak their minds without considering whether the others would like or dislike their ideas. He instructed the Board to consider the values that it held in its capacity as the Commissioners of the utility.

Regarding Board protocol, Commissioner Masterson asked if it was appropriate to raise a hand as an indication of a wish to speak. President Lanning responded that this assured all people a chance to give voice to their point of view, though it had not been written into policy. Vice President Farmer expressed his preference for facilitation in the meetings.

Commissioner Masterson affirmed the importance of courtesy, civility, and respect in meetings. Vice President Farmer concurred.

Commissioner Masterson felt it important for Board members to remain on the point and to be responsible for the things that were said. Vice President Farmer added that the chair should address that issue, should it arise.

The Board indicated their personal preferences on how Board Meetings should be conducted.

• Be responsible for what you say
• On point
• No personal agenda
• Well-managed meetings
• President's role

President Lanning pointed out that some responsibility fell to the chair to inform someone that they were straying from the subject matter. He said that he hoped that this could continue to be the practice.

Commissioner Anderson offered to procure the group agreement that the McKenzie Watershed Council utilized. Ms. Smith said that she would copy and circulate the agreement among Board members.

In response to a question from President Lanning, Ms. Smith said that the Board would be revisiting all of the points raised. She referenced page 8 in the Board packet, which came from the notes from the first Governance session. She highlighted the thoughts on Board protocol that had been brought up at the first session and suggested that Board members let staff know what should remain or what should be added to the list.

Vice President Farmer advocated for having more interaction outside of meetings between Board members. He concurred with Commissioner Bishop that knowing Commissioners outside of EWEB meetings was very helpful.

• Knowing each other better

Commissioner Masterson said that he preferred not to table an item. He advocated for pursuing an issue until it was completed, stating that if it could be resolved, it should be.

Commissioner Bishop commented that the meeting structure did not allow for a Board member to bring an item up and allow for Board interaction. She wondered if there would be a way to put an item on the agenda. Commissioner Masterson suggested that a Board member with such a concern bring it up at a Board meeting and see if the other Board members wanted to discuss it.

• Can meetings be structured to allow more Board member time?

Vice President Farmer felt that this was an indication of the difference between a policy Board and a management Board. He expressed a preference for spending a half an hour brainstorming around a particular policy issue than to spend an hour telling staff how to manage something. He suggested that the Board "figure out how to do it."

• Policy Board versus operational Board; rather spend time on policy issue than on directing managers
• Individual Board members' requests for discussion

Commissioner Anderson remarked that a problem faced in the past had been that of a Board member coming up with an idea that was not all that helpful to the organization that took staff time to pursue. She advocated for Board members to provide input when it seemed that staff might be misused.

President Lanning noted that, under Board protocol, the issues that involved the General Manager and executive staff were not in line with the governing roles and responsibilities that had been distributed. He felt that the strategic planning and management work went beyond them.

• More than General Manager/executive staff; engaging the Board in strategy work.

Mr. Berggren recommended that the Board get a sense of the importance of the issues that it was taking on in order to queue them up for Board agendas. Ms. Smith noted that the Board had expressed an interest in doing some visioning work, adding that staff would track what the Board wanted to address and try and schedule it.

Vice President Farmer opined that the visioning work should not be pushed off until winter. He suggested that the Board come together for a couple of intensive meetings to accomplish this. Commissioner Masterson concurred. Ms. Smith commented that the budget process would create a "time sink."

President Lanning asked if it would be possible to take a couple of weekdays in the summer to schedule a visioning session. Krista Hince, Assistant Secretary to the Board, noted that it would be difficult to schedule due to varying schedules of vacation and availability. Board members gave general agreement to do so. Ms. Smith felt that, if a retreat could be scheduled, a lot could be accomplished in addition to the visioning process.

Commissioner Bishop requested that a calendar that indicated Board member vacations would be of great benefit to all of the Commissioners, in addition to staff.

Mr. Berggren commented, regarding the Board Member Agreement of the Central Lincoln People's Utility District (CLPUD), that items 6, 7, and 8 had been issues among the EWEB board. He felt that the items, as follows, merited Board discussion:

• Once a decision is reached, I will support that decision even though I might hold a minority viewpoint.
• I will speak only for myself unless authorized to speak for others.
• I will try to protect all Board members and the General Manager from unnecessary liability or harm by following all legal and professional rules and regulations.

Vice President Farmer cited (6) as a point of debate. He said that at his place of employment, once a decision was reached, those making the decision had to agree to be part of the whole, rather than holding on to dissenting opinions, but as a Commissioner with a responsibility to the ratepayers, he would not be able to support a decision made that he felt would go against the good of the stakeholders in the organization. President Lanning expressed support for holding a discussion regarding this, stating that it would be of benefit to the Board.

• #6 from CLPUD - clarification around individual opinions and Board consensus.

Commissioner Bishop recommended that staff obtain a copy of the Emerald Public Utility District (EPUD) notebook on Board process.

• Board gets EPUD notebook - staff obtains.

Vice President Farmer commented that he wondered if, when talking about Board core values, the values referred to were the values of staff or of the ratepayers. He felt that, if it was the ratepayers' values, the utility might not "have a good handle on it."

Commissioner Masterson read the core ideology:

"The core ideology needs to be meaningful and inspirational only to the people inside the organization. It is the people inside the organization who need to commit to the organization's ideology over the long term."

He noted that the ratepayers were in the unique position of being the owners of the utility, adding that this made the core ideology a "sticky situation."

Mr. O' Connor asserted that the customers would see the ideology in action. He cited, as an example, reliability, stating that this core value would be perceived through the delivery of service.

Commissioner Anderson suggested that Board members brainstorm and list core values.

Commissioner Masterson noted that sustainability was a big issue.

Vice President Farmer asked what defined this sustainability. President Lanning responded that sustainability should be achieved in the environment, the economy, and within the social context.

Commissioner Anderson advocated for thinking of the environmental sustainability as stewardship.

Vice President Farmer added availability and price to the list of core values.

Commissioner Anderson felt that a core value of the organization was that it was here to benefit the citizens through public ownership.

Commissioner Bishop felt that Commissioner Anderson had spoken to the highest core value, adding that the utility functioned as a purveyor of public service.

President Lanning said that community leadership was a part of the core value, as the community was the owner, but might not have full knowledge of the information most decisions were based on.

Commissioner Anderson added openness to new ideas and change to the list as well as openness and accessibility to the owners/customers.

Commissioner Bishop suggested, regarding the latter of Commissioner Anderson's recommendations for core values, that it read that there was transparency in the decision making process, i.e. that all decisions were made in the public's view.

Commissioner Bishop said that one core value of the utility was to attract and retain good employees.

Commissioner Masterson noted that honesty and integrity should be listed as well.

In response to Commissioner Bishop, Mr. Berggren stressed that customer service was a highly held value.

Vice President Farmer commented that if one looked at the core values from the perspective of the owners, the expectation would be for a high level of customer service, availability of the service, and the reliability of the service. He felt that these were the primary values.

Mr. Berggren stressed that diversity was also a core value. He noted that this was a value discussed in every new employee orientation and was part of the shift from an autocratic management style to a participatory management style.

Ms. Smith commented that she had begun working for EWEB in 1996 and that, since she had begun, many new people had joined the EWEB workforce because of the turnover inherent in the aging workforce. She felt that this had created a somewhat different and more diverse culture among EWEB employees.

Vice President Farmer said that it was difficult to attain diversity in the workforce, because of the lack of diversity within the larger context of the City of Eugene.

President Lanning reiterated the importance of seeking racial diversity, in spite of the challenges presented by the racial make up of the community.

Commissioner Bishop asked if being a non-union employer was a core value. Mr. Berggren replied that the core value of placing a high value on employees meant that there was not sufficient need to organize in order to preserve benefits and attain wage increases.

Commissioner Bishop remarked that she thought that EWEB was one of the top employers in the nation.

Vice President Farmer added that there was a public perception that EWEB valued its employees above the ratepayers.

Commissioner Masterson asserted that the ratepayers did not have a good handle on the difference between EWEB and another utility.

Vice President Farmer averred that the first responsibility that the utility had was financial responsibility to the ratepayers. He felt that this should be included in the core values.

Commissioner Anderson thought that this value fell under public ownership. She opined that there was a public perception that EWEB people were overpaid.

Mr. O' Connor called for a ten minute break.

DISCUSSION #2: VALUES THAT GUIDE EWEB'S PURPOSE AND OPERATIONS

Mr. O' Connor and Ms. Smith compiled the discussion into a list.

Mr. O' Connor read a paragraph from the Collins and Porras article, as follows:

"Clearly there is no universal right set of core values. A company need not have as its core value customer service. Sony does not and Sony has excellent customer service. Or respect for individuals. Disney does not, but it's noted for that. Or quality. Walmart Stores does not. Or market focus. HP does not. Or teamwork. Nordstrom's does not. A company might have operating practices or business strategies around qualities without having them at the essence of the company."

He stated that what the Board was striving for was to identify the essence values of EWEB. He stressed that these were the values that were held within that allow the utility to do the kind of job that it did for its customers.

Mr. O' Connor went over the list of values that had been extrapolated from the discussion. He provided each Board member with five dots and instructed the Commissioners to vote on his or her top five values. The following prioritization resulted:

5 votes: 1) To benefit the customers through public ownership

4 votes: 2) Sustainability

• Environmental stewardship

3 votes: 3) Customer service

4) Financial responsibility and business success

5) Adaptability

Vice President Farmer commented that the customers perceive availability and affordability as the highest core values. President Lanning asserted that these were values encompassed by the core value receiving the most votes, that of providing benefit to customers through public ownership.

Commissioner Bishop concurred with Vice President Farmer and suggested that affordability be cited specifically as a benefit of public ownership.

Mr. Berggren felt that affordability was also a part of making the utility a successful business.

Commissioner Masterson said that putting the benefit through public ownership in a complete sentence would include some of the other things that had been brought to the forefront. He related that the benefit of public ownership included sustainability and stewardship, and reliability and affordability.

Commissioner Anderson disagreed that environmental stewardship would fall under this heading, stating that it was a separate value not readily assumed as a benefit of public ownership.

Vice President Farmer suggested that the Commissioners take the results of the discussion home and consider whether the list was adequate or needed more fleshing out. The Commissioners agreed to do so. Ms. Smith offered to provide the list for Commissioners to rework.

Vice President Farmer reiterated that core values should be relatively simple. Commissioner Anderson agreed.

The meeting adjourned at 8:32 p.m.

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Assistant Secretary President