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4.1 ERMUSR 01-10-2017 Elk River Municipal Utilities UTILITIES COMMISSION MEETING TO: FROM: Elk River Municipal Utilities Commission Troy Adams,P.E.—General Manager John Dietz—Chair Al Nadeau—Vice Chair Daryl Thompson—Trustee MEETING DATE: AGENDA ITEM NUMBER: January 10, 2017 4.1 SUBJECT: Governance Manual Update DISCUSSION: Based on Commissioner and Staff input through surveys and discussion, our consultant John Miner has developed drafts for the second two Governance Manual policies. These are attached for review. The intention is to have the core Governance Manual ready for adoption in early 2017. ACTION REQUESTED: No action required at this time. ATTACHMENTS: • Draft G-1.4 Agenda Planning(annual agenda&meeting agendas) • Draft G-1.8 Commission Committees (principles, structure, roles and responsibilities) FOWERE / 11 Page 1 of 1 NATURE IR Reliable Public Power Provider POWERED 7 0 SERVE 101 DRAFT POLICY (01-05.17) ELK RIVER MUNICIPAL UTILITIES - COMMISSION POLICY Category: GOVERNANCE Title: AGENDA PLANNING G Date of Adoption: Policy Reference: G-1.4 Purpose &Summary: With this policy, the Commission establishes its expectations for a proactive governance process, expressed in terms of a forward-looking two year agenda of recurring governance functions. The Commission also establishes the process for determining the agenda for each regularly scheduled Commission meeting. Policy: The Commission, with support from the General Manager, will prepare, distribute, and follow a governance agenda that spans two successive fiscal years. The Commission will prepare this agenda annually during the fourth quarter of each fiscal year, and will review it as a part of each regular Commission meeting. The Commission's governance agenda will include a schedule of its recurring governance functions by month to facilitate the preparation of meeting agendas and the conduct of regular and special Commission meetings. Recurring governance functions include but are not limited to the following: consideration of stakeholder interests, policy review and development, strategic planning, approval of financial and business plans including budgets, organizational performance monitoring, internal and external audit reviews, General Manager performance planning and evaluation, governance evaluation and development, Commission Officer election, and committee appointments. The Commission will keep its two-year governance agenda up-to-date and available to all Commission members, the Commission's Legal Counsel, and the General Manager. The Commission, with support from the General Manager, will also prepare and distribute, in a timely manner, a detailed agenda that provides for open communications and the orderly and efficient conduct of each regular Commission meeting, special Commission meeting and Commission work session. Agendas for regular Commission meetings will address items from the two-year governance agenda, Commission actions required by law, and other appropriate business matters. Agendas for special Commission meetings and Commission work sessions will typically focus on a limited number of specific items that are best handled in those types of meetings. Elk River Municipal Utilities 102 DRAFT POLICY (01-05-17) ERMU Commission Policy No. G-1.4 Agenda Planning Page 2 of 3 Consistent with the preceding: 1. During the first quarter of each fiscal year (January - March): 1.1.The Commission will elect officers at its first meeting of the new fiscal year. 1.2.The Commission and Management will review ERMU's current Strategic Plan along with the results of the Annual Business Plan for the preceding fiscal year. 1.3.The Commission will consider and approve the external audit report as specified in the Governance Calendar. 2. During the second quarter of each fiscal year (April-June): 2.1.The Commission will formally evaluate the performance of the General Manager (See Policy BMC 1.4 and Policy BMC-1.5). 2.2.The Commission and Management will begin its annual update of the Strategic Plan and Financial Plan for the succeeding five-year period. 3. During the third quarter of each fiscal year (July-September): 3.1.The Commission will formally evaluate its own performance (See Policy G-1.10). Following this evaluation, the Commission, with the support from the General Manager, will arrange for governance education for the next fiscal year, including education related to the determination of desired results. 4. During the fourth quarter of each fiscal year (October- December): 4.1.The Commission will review and approve Management's proposed Annual Business Plan and Budget or the next two fiscal years. 4.2.The Commission, in conjunction with Management, will determine the stakeholder communications plan and schedule for the next two fiscal years. 5. The Commission will prepare and distribute the agenda for each regularly scheduled meeting as follows: 5.1.The Commission Chair and the General Manager will meet at least monthly approximately seven (7) days in advance of each regularly scheduled Commission meeting to develop a tentative agenda, including any items to be discussed in closed session. 5.2.The tentative agenda and meeting packet of supporting materials will be distributed to Commission members and others approximately six (6) days in advance of the Commission meeting. Presentations and supplemental information items may be provided at the Commission meeting, 5.3.The General Manager will ensure the posting of a meeting notice, along with the tentative agenda, in compliance with applicable law. Elk River Municipal Utilities 103 DRAFT POLICY (01-05-17) ERMU Commission Policy No. G-1.4 Agenda Planning Page 3 of 3 5.4.Any Commission member or the General Manager may request additions, deletions or other changes to the agenda at the beginning of a regular meeting when the Commission Chair requests approval of the tentative agenda. Items requiring research or other advance preparation should be suggested for future meeting agendas (see item g below). No items may be added to the agenda of special meetings and work sessions. 5.5.Agendas for regular Commission meetings will be prepared in a consistent format as shown in the most current version of the Commission's "Model Agenda". Agenda items will be categorized by their nature, specifically identifying in order items that are presented (a) for Commission action at the present meeting; (b) for Commission action at a future meeting; (c) as information for monitoring policy compliance; (d) for policy review and development; (e) as information for monitoring performance; and (f) as general information for business context or education. Each agenda also includes an item category designated as "Other Business" to provide additional flexibility for discussion of matters not specifically contemplated in advance or for agenda items that do not require Commission action and do not conform to any of the predetermined categories. 5.6. Items for Commission action at a regularly scheduled meeting may be identified as "consent action" or "discussion and action". "Consent action" items are presented for Commission action all together and without discussion. A Commission member may request before the motion to approve the "consent action" items that any item(s) placed as "consent action" be changed to "discussion and action". 5.7.Commission members are expected to ask questions and make suggestions about an agenda item by communicating with the Commission Chair as soon as practical after receiving the tentative agenda. The agenda for each regularly scheduled meeting will include an item titled "Future Planning" during which time any Commission member or the General Manager may discuss and suggest items for placement on future meeting agendas in accordance with Policy BMC-1.1 (Controlling Authority). 5.8.The Commission prefers to introduce important decision items on the agenda at least one meeting before the meeting at which a decision is required. This is a preference but not a requirement. 5.9.The Commission will include monitoring of the General Manager on a meeting agenda if monitoring reports show policy violations, or if policy criteria are to be debated Elk River Municipal Utilities 104- DRAFT POLICY (01-05-17) ELK RIVER MUNICIPAL UTILITIES - COMMISSION POLICY Category: GOVERNANCE Title: COMMISSION COMMITTEES G Date of Adoption: Policy Reference: G-1.8 Purpose & Summary: With this policy, the Commission establishes and communicates its purposes and the means by which it creates and empowers committees to assist the Commission in its work. This policy applies to any group formed by Commission action, whether or not it is called a committee and whether or not the group includes Commission members. It does not apply to committees formed under the authority of the General Manager. Policy: Commission committees, when created, will be used to reinforce the wholeness of the Commission and never to interfere with the delegation of authority from the Commission to the General Manager or to any officer of the Commission. Commission committees will not have direct involvement with current management and staff employee functions. Consistent with this general statement: 1. The Commission will use committees sparingly and only for as long as required to accomplish its purposes. Committees may be appropriate in circumstances where the Commission recognizes the need for more in-depth review of information and issues, and where a committee is the best way to make effective and efficient use of available Commission member expertise and time. Committees may also be appropriate where it is necessary or desirable for the Commission to visibly demonstrate regulatory compliance or accountability to its stakeholders (e.g. Audit Committee). 2. Committees ordinarily will assist the Commission in either or both of two specific ways: (1) by preparing policy alternatives and their implications for Commission deliberation and action, and (2) by determining the level of compliance with existing Commission policies and evaluating the results of policy compliance or non-compliance. 3. When the Commission creates a committee, it will develop and approve by resolution a written charter that sets forth the purposes, duration, expected outcomes, leadership, membership, delegated authority, available resources, and other information needed for the committee to function successfully. The General Manager will designate management/staff committee members if so requested. The Commission, by majority vote, will appoint Commission members to committees and remove or replace them, as appropriate. The Commission, by majority vote, will also appoint, remove, and replace a Committee Chair, Vice-Chair and any other positions of leadership that the Commission determines appropriate. Elk River Municipal Utilities 105 DRAFT POLICY (01-05-17) ERMU Commission Policy No. G-1.8 Commission Committees Page 2 of 2 4. The Commission recognizes that appointments to a Committee provide opportunities for learning and Governance development. Accordingly, the Commission endeavors to appoint Commission members to committee leadership positions who do not already hold a Commission office. 5. The Commission will review the charter and performance of any standing committee at least annually to determine if changes are required or if the committee is still required. 6. Commission committees may not speak or act for the Commission except when formally given such authority for specific and time-limited purposes. Expectations and authorities will be carefully stated in order not to conflict with authority delegated to the General Manager or Commission Chair. 7. Commission committees may not exercise authority over management and staff employees. The General Manager is accountable to the whole Commission and is not required to obtain approval of any Commission committee before taking an executive action. 8. Commission committees will avoid relating to or identifying with discrete parts of the organization rather than the whole. A Commission committee that has helped the Commission create policy on a particular subject will not be used to monitor organizational performance on that same subject, except with specific Commission approval. tElk River Municipal Utilities 106