Board Members present: Patrick Lanning, Sandra Bishop, and Dorothy Anderson. Vice President Ron Farmer was excused.

Others present: Randy Berggren, Jim Origliosso, Tom Buckhouse, Roseanna McArthur, Debra Smith, and Krista Hince of the EWEB staff; John O'Connor, consultant and facilitator; and Joe Sams, City of Eugene Minutes Recorder.

BOARD GOVERNANCE RETREAT

Opening Remarks

President Lanning convened the meeting. He asked the Commissioners for suggestions on ideas for topics of discussion.

Debra Smith, Telecommunication Project Manager, distributed written material on possible agenda items. She said the Commissioners could choose topics from that list for the retreat. She outlined partially completed items, priority items, and other, un-prioritized, items such as organizational vision, communications standards, Board policy review, and role of the Board President.

In response to a comment from Commissioner Bishop regarding a review of Bylaws, General Manager Randy Berggren said if there were questions about Bylaws after the retreat then staff would make the necessary preparations for a full review of Bylaws..

John O'Connor distributed a chart with topics such as Organizational Values, Code of Conduct, Board Values, Major Goals, and Legacy. He said the Board would be responsible for its own legacy and achieving its major goals was a way to create that legacy. He said the topics were the framework for how the Commissioners would progress at the retreat.

Mr. O'Connor stressed the importance of setting ground rules for discussion and the necessity for constantly refining them throughout the entire retreat.

There was consensus for building an agenda for the retreat. The following ideas were suggested:

• E-mail Policy
• Board Values
• Rules of Conduct
• Board Operating Principles
• Agenda Management
• Board/Staff Interaction

The Board concentrated on topics that could be discussed before Vice President Farmer was present at the meeting.

Rules of Conduct

Regarding rules of conduct, John O'Connor, Facilitator, distributed generic ground rules for effective group discussion. He suggested using the list as a reference tool for existing Commissioner ground rules.

Ms. Smith noted that there had been a Board concern that topics were not being closed in a timely manner. She suggested checking in at set periods of time to decide if the topic had been thoroughly discussed.

Commissioners reviewed suggested Rules of Conduct from previous Governance discussions as well as from Central Lincoln PUD and The McKenzie Watershed Council.

• Regarding the prohibition against derogatory comments, Commissioner Anderson said disagreement was fine but warned against personal attacks in discussion.

Mr. O'Connor agreed that disagreements were appropriate but comments that were personal in nature were not appropriate.

Commissioner Bishop stressed the importance of keeping discussion on a professional level.

Commissioners suggested the following wording:

• Commissioners should treat each other with courtesy, civility and respect despite differences of opinion. Commissioners will treat staff with the same level of respect.

Commissioner Bishop stressed the importance of Board members speaking constructively about the organization, fellow Board members, staff and employees.

President Lanning stressed the importance of direct, two-way communication between the Board members and the General Manager.

President Lanning suggested a rule that Commissioners should not monopolize meetings and not use Board time to further personal agendas. He said there should be something formally written to address that type of behavior.

Commissioner Bishop suggested the following wording:

• Commissioners will speak only for themselves unless authorized to speak for the Board.

Ms. Smith noted that a Commissioner who was absent from a meeting might authorize another Commissioner or staff to convey their opinion at that meeting.

Commissioner Bishop suggested a separate rule outlining a procedure for absent Commissioners to state their opinion through another Commissioner or staff.

Commissioner Anderson said Commissioners could share their point of view through e-mails to the entire Board before a meeting.

Regarding the proposed rule regarding Board members protecting each other and the General Manager from unnecessary liability or harm by following all legal and professional rules and regulations, Mr. Berggren suggested stressing the legal aspect of the rule since 'professional' was a vague term.

Commissioners stressed the importance of the necessity for Board members to understand and follow legal obligations.

• There was consensus for members to attempt to understand their legal obligations, and if unclear, seek the advice of legal counsel.

Ms. Smith suggested a rule that said:

• The underlying criterion for all decisions by the Board was the best interests of their constituents.

Commissioner Anderson noted that, in many cases, constituents did not agree and questioned who would be represented in that event.

In response to a question from President Lanning regarding the purpose of the rules, Mr. O'Connor said for the purposes of the retreat, the rules could be revisited many times, and after the retreat, a formal ratification of the written rules could be done.

President Lanning called a short break and then moved the discussion on to E-mail policy.

E-mail Retention Policy

Mr. Berggren called attention to a draft memo outlining an e-mail policy. The policy was written as follows:

"It is the policy of the Eugene Water & Electric Board to retain copies of all relevant e-mail messages sent to and from Commissioners, in accordance with record-retention requirements defined in Oregon Revised Statutes. Appropriate EWEB staff will be responsible for maintaining the Commissioners' electronic communications records and for making such records available to the public in accordance with state law."

Mr. Berggren suggested sending copies of e-mails shared among other Commissioners to staff so they could decide whether the communication needed to be retained.

President Lanning commented that E-mail communication was evolving. He said the policy was worded in such a way that it could evolve as well.

Mr. Berggren said he would have to decide who would be retaining e-mails and which communications were to be retained.

President Lanning suggested that staff retain E-mails on-site rather than Commissioners retaining their own records.

Ms. Smith said how the policy was implemented would depend on how Commissioners used their personal e-mail at home. She suggested that there be a separate E-mail account for each Commissioner that would automatically send a copy of any communication to EWEB.

Ms. Smith said she would change the wording of the policy to align with Board Bylaws and make the final wording an item on a future consent calendar. She said she would also bring wording back to the Commissioners on the following day of the retreat.

External Communications

Ms. Smith distributed a memo outlining suggestions on external Board communication. She said there was no policy in place on the item and suggested that if the Board felt comfortable with the wording in the memo then a policy could be drafted.

Regarding letters to other government units, President Lanning said a Commissioner should at least check in with the President or Vice President before sending a communication.

Regarding responses to newspaper editorials, Commissioner Bishop commented that it would appear more united if Board members signed editorials. She said staff could prepare the written material and the Board could sign it.

Mr. Berggren suggested that Board members who wanted to write their own editorials that were not necessarily the viewpoint of the Board and wanted staff to review their material for facts, then they should bring the matter before the entire Board. He cautioned against legislating the opinions of individual Commissioners but noted that it would be an issue of courtesy for a Commissioner to let other Commissioners know about what statements they were going to make.

Corporate Services Director Roseanna McArthur said she would design a policy from the draft memo and return to the Board.

The meeting recessed for lunch at 12 p.m.

Agenda Management

Ms. Smith said there had been some discussion about having fewer meetings. Mr. Berggren added that more Board coordination would complement this idea. He said that meetings should be prepared further in advance so there was a better idea when certain issues were scheduled to be addressed. He said staff were working to identify topics to be addressed by the Commissioners and to schedule routine matters in a regular manner into the future.

Commissioner Anderson suggested a quarterly report that could be used to identify items to be addressed by the Board and plan future meeting agendas.

Commissioner Bishop raised concern that the Commissioners did not play enough of a role in planning agendas. She suggested a partnership between the Board and General Manager in doing that planning. She said there needed to be a mechanism in place so the Commissioners could do something with the quarterly report suggested by Commissioner Anderson.

Mr. Berggren noted that some agenda items were a direct response to a request from a Commissioner to address a specific topic. He noted that this caused staff to alter several future agendas to make time for special issues and suggested that there be a process in place that would allow the Commissioners to decide if they wanted to make the time to take on a specific unplanned item.

Mr. Berggren noted that a large part of meeting time was taken up by status reports by staff. He suggested if the Board wanted to reduce meeting time, staff could provide more detailed written reports so Board discussion could be limited to five minutes or less.

Ms. Smith said there were some things the Board needed to approve (Consent Calendar items), other things that the Board had decided to be involved in, and things that required no action which were informational in nature.

Commissioner Bishop stressed her desire to see the Board play a larger role in agenda planning.

Mr. Berggren noted that the level of approval that the Board demanded affected the number of meetings that were needed. He said, currently, the Board approved items at a fairly detailed level and noted that, while the Board had the discretion to approve items in detail, it may choose to not exercise that discretion. He raised concern over delays in operations if meeting times were reduced while the level of approval remained at a high degree of detail.

Ms. Smith commented that a single monthly meeting would hamstring the organization. She suggested a monthly evening meeting as well as a second, afternoon meeting where action could be taken on specific items.

Commissioner Anderson noted that noon meetings would depend on the flexibility of the Commissioners.

Ms. Smith noted that the way the agenda was currently set up, there was not enough time for Commissioners to bring up their own issues at meetings.

Mr. Berggren reiterated that status reports took a lot of meeting time. He called for input on whether the Commissioners needed to hear those status reports rather than reading them in the staff report.

Commissioner Bishop agreed that there could be a shift to more action oriented items on agendas but raised concern over making a shift to noon meetings at the same time. She said people who had to work would have a hard time attending noon meetings that were longer than an hour.

Ms. Smith suggested putting more administrative items on the consent calendar rather than having them as items of discussion.

President Lanning commented that new Commissioners would not have the background knowledge necessary to fully understand a staff report on an issue. He noted that he had learned much from listening to Board discussion of items at meetings.

Mr. Berggren said the Board would have to take different steps to educate new Commissioners so they would be prepared for more detailed written reports from staff. He added that a special session could be held quarterly in which special staff presentations could be held.

Commissioner Bishop reiterated her desire for the Board to play a larger role in planning agendas.

Mr. Berggren said the Board was free to play as large a role as it wished.

Commissioner Anderson suggested that the Board compile a list of issues that could be forwarded to the General Manager who could incorporate those issues as time provided.

Mr. Berggren stressed that there needed to be a mechanism for deciding which Board issues were addressed and in what order.

President Lanning said it would be the role of the Board President and the General Manager to make those decisions.

Mr. O'Connor summarized the discussion:

1. The Board owned the agenda

2. The Board President and the General Manager worked together to create the agenda

3. Board issues took precedence over individual Board member issues.

President Lanning said the Board could formally decide to put an item on the list but suggested that one or two Commissioners could call for a written staff informational report to be presented to the Board.

Mr. Berggren suggested that there be a standing agenda item, (10 minutes), for the Board to outline its issues of importance. He said he could then coordinate with the Board President to see how those items could be scheduled for a meeting.

There was general agreement for staff to continue in the direction it was moving to limit the time of informational items while making written reports more detailed.

Mr. Berggren suggested that Commissioner Anderson's idea of a quarterly report could be incorporated to show whether issues brought up by the Board were being addressed.

President Lanning said he was less concerned with lessening meeting time than with using the existing time more effectively. He said the quarterly report would be a way of checking to see if that was happening.

ACCOUNTABILITY AND OVERSIGHT

Mr. Berggren outlined the distributed written material regarding staff accountability. He called for input from Commissioners regarding whether anything needed to be added.

Mr. Origliosso said his idea was to get feedback from Commissioners.

Commissioner Anderson stressed the importance of Commissioners being aware of risk when discussing strategic goals.

Mr. Berggren said risk discussions were typically specific to items being discussed. He questioned the level of discussion on the subject desired by the Board.

Commissioner Anderson noted that risk was discussed in staff reports.

Ms. Smith commented that risk for a specific topic was not necessarily representative of the entire organization.

Mr. Berggren said the question was whether the Board wanted to change its level of involvement in operations and, specifically, budget discussions.

Commissioner Bishop commented that the existing system of oversight and accountability was excellent. She said she did not see any weak spots in that system.

President Lanning noted the current detailed level of budget involvement the Commissioners had and questioned how oversight and understanding could be achieved without getting into too much detail.

Mr. Berggren stressed the importance of trusting the technical aspects of staff work. He said it was almost impossible for Board members to familiarize themselves with every technical aspect from every part of staff work.

Ms. Smith said vision and values work needed to guide the goal and strategy work for the budget.

Mr. Berggren said staff would create some ideas on how to balance level of involvement with accountability and oversight. He said staff could return to the Board in August or September.

The meeting adjourned at 4 p.m.

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Assistant Secretary President