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08-16-2016 ERMU SPECIAL MIN ELK RIVER MUNICIPAL UTILITIES SPECIAL MEETING OF THE UTILITIES COMMISSION HELD AT CRAGUN'S RESORT ON GULL LAKE August 16,2016 Members Present: John Dietz,Chair;Al Nadeau,Vice Chair;and Daryl Thompson,Trustee ERMU Staff Present: Troy Adams,General Manager; Tom Geiser,Assistant Electric Superintendent Others Present: John Miner,President of Collaborative Learning, Inc. 1.0 CALL MEETING TO ORDER John Dietz called the August 16,2016 meeting to order at 2:15 p.m. 2.0 GOVERNANCE REVIEW AND DEVELOPMENT Troy Adams stated that the purpose of the meeting was to review our governance and by-law project with John Minor of Collaborative Learning,Inc.,and that the opportunity to hold this special meeting while all of the parties were in attendance at the Minnesota Municipal Utilities Association Summer Conference was a benefit to all. John Miner thanked the Commission for having him and stated that he would like for this kickoff meeting to be a good back and forth dialogue. He shared that it would also be an opportunity for the Commission to ask questions about the process and provide their input to move it forward in a timely way. John Miner began by reviewing the work tasks and proposed time schedule. For Task 3, Review of Governance Documents,John Miner encouraged the Commissioners who have any relevant history about the organization in their head,to pull that out to be addressed as part of the process. Troy Adams shared the example of the bill paying authority. For Task 6,Policy Guidance Documents,ERMU Foundational Policies,there was discussion on the policies relating to payment in lieu of taxes(PILOT)and other donations to the City of Elk River.There was also discussion on the importance of a successful working relationship between ERMU and the city. John Minor provided a power point presentation on effective governance structure and processes.John skimmed over the slides and highlighted the following: • Purpose of ERMU Governance Review • Key Ideas Page 1 Special Meeting of the Elk River Municipal Utilities Commission August 16,2016 • Importance of Strong Governance • Policy Structure of Governance • Responsibility for Governance • Board Policies • Board's Global Policy View • Corporate Results • Board Delegations and Policies • Board-Management Connection Policies There was discussion on the Board Delegations and Delegation to Management Policies. John Minor explained the difference between policies that are written that place limitations on management practices and organizational situations,and ones that transfer a large part of the authority and then single out the exceptions of what is not allowed. John Dietz commented that the latter way would be a more effective way to do it as the list of things that are not allowed would be shorter than the list of things that are allowed. John Miner provided some sample policy guidance documents. He pointed out that the Principles for Policy Development were examples of what has come back from other clients. John Miner encouraged the Commission to take some time between now and the first scheduled conference call to read over the principals to see what they like and don't like. He added that the examples provided are a starting point and based on the Commission comments and suggestions can be customized for our situation. John Miner gave a quick overview of the other two sample policy guidance documents,which included a Governance Policy Manual Table of Contents, and Model Policy Format.There was discussion. John Miner shared that the basic underpinning is,polices are your work products,you delegate to management the authority to do what is needed to comply with that policy and producing the results of the organization;then you circle back and review them periodically to make sure the policies are still effective as written, and being properly carried out. John Dietz commented that we are doing a lot of the things discussed,but it's a matter of not having it all written down on paper. The Commission consensus was,by going through this process and getting the governance policies set in place,it would provide for a strong foundation for both present and future commission members. 3.0 ADJOURNMENT Al Nadeau moved to adjourn the special meeting of the Elk River Municipal Utilities Commission at 3:22 p.m. Daryl Thompson seconded the motion. Motion carried 3-0. Minutes prepared by Michelle Canterbury. Page 2 Special Meeting of the Elk River Municipal Utilities Commission August 16,2016 i JO! J.Di-v iir Chair,ERMU C. ' •' on ior Tina Allard City Clerk Page 3 Special Meeting of the Elk River Municipal Utilities Commission August 16,2016