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2.3 ERMUSR 5-12-2020ELK RIVER MUNICIPAL UTILITIES SPECIAL MEETING OF THE UTILITIES COMMISSION HELD VIRTUALLY DUE TO COVID-19 PANDEMIC April 28, 2020 Members Present: Chair John Dietz, Vice Chair Al Nadeau, Commissioners Paul Bell, Mary Stewart, and Matt Westgaard ERMU Staff Present: Troy Adams, General Manager Theresa Slominski, Administrations Director Mark Fuchs, Operations Director Mike Tietz, Technical Services Superintendent Dave Ninow, Water Superintendent Tom Sagstetter, Conservation & Key Accounts Manager Michelle Canterbury, Executive Administrative Manager Jennie Nelson, Customer Service Manager Tom Geiser, Electric Superintendent Melissa Karpinski, Finance Manager Chris Kerzman, Engineering Manager Others Present: Peter Beck, Attorney; Cal Portner, City Administrator; and Debra Englund, CEO of HRExpertiseBP 1.0 GOVERNANCE 1.1 Call Meeting to Order The special meeting of the Utilities Commission was called to order at 3:30 p.m. by Chair Dietz. 1.2 Roll Call Chair Dietz conducted a roll call for the commission members. 1.3 Consider the Agenda There were no additions or corrections to the agenda. Moved by Commissioner Westgard and seconded by Commissioner Stewart to approve the April 28, 2020, agenda. Motion carried 5-0. 2.0 BUSINESS ACTION Elk River Municipal Utilities Commission Meeting Minutes April 28, 2020 Page 1 35 2.1 General Manager Resignation Mr. Adams shared that he has already had the opportunity to talk with each of the Commissioners regarding his resignation; his letter of resignation was attached for the Commission to formally receive. Mr. Adams took a moment to talk about his decision to leave ERMU, which was motivated by the opportunity to run the largest public power utility and power agency in Wisconsin, and the chance to stretch himself and grow as a leader. He thanked the Board, and in particular Chair Dietz, for believing in him in the very beginning and taking a chance on him. Mr. Adams stated that he wants to do whatever he can to make the leadership transition a success. Commissioner Westgaard noted that Mr. Adams characterized himself as an unknown back when he started as the general manager and wanted him to know that today he is looked at as a talented and well respected professional. And as sad as it is to see him leave this organization, we would never want to stand in the way of someone wanting to grow both personally and professionally. Commissioner Bell told Mr. Adams that he appreciated all he has done for ERMU, and that he has worked hard and deserves this opportunity. Commissioner Stewart echoed what the other Commissioners had stated. She shared that Mr. Adams has brought a lot to ERMU and will be greatly missed. She complimented him on how he has worked with staff to build them up and create a better working atmosphere. She noted that he is leaving behind a good group of employees that will move forward and make him proud. Commissioner Nadeau said that he knew one day Mr. Adams would be leaving, but he did not think it would be this soon. He congratulated Mr. Adams and wished the best for him. Chair Dietz expressed that he did not regret for a minute recommending Mr. Adams for the general manager position eleven years ago. He explained that when Mr. Adams assumed the role we were in a far different place, and we have since evolved into one of the most well-respected utilities in Minnesota; he noted that a large part of that is due to the leadership of Mr. Adams. And like the other Commissioners, Chair Dietz stated that he knew the day would come when Mr. Adams would leave and that he understood why he was leaving. Chair Dietz wished Mr. Adams and his family the best. Moved by Commissioner Nadeau and seconded by Commissioner Westgard to receive the General Manager Resignation Notice dated April 20, 2020. Motion carried 5-0. 2.2 Leadership Transition With the resignation from the General Manager, the commission discussed the following leadership transition action items: Elk River Municipal Utilities Commission Meeting Minutes April 28, 2020 Page 2 36 Consultant It was recommended by Mr. Adams that the commission consider hiring a consultant to help coordinate the general manager search and placement process. Mr. Adams shared that the leadership team has been using a consultant, Debra Englund of HRExpertiseBP, for team development for the past six years, and that she had also facilitated the organizational effectiveness survey with staff. He explained that given that background, Ms. Englund would have a distinct advantage to help evaluate fit and skill sets needed to compliment the organizationIt was his recommendation that the commission hire HRExpertiseBP to assist with the search and placement process. Ms. Englund introduced herself, provided some background, and talked about her experience working with utility boards in this capacity. Ms. Englund reached out to the commission to see if they had any questions. Chair Dietz asked Ms. Englund if her services included assisting with the advertisement, job description, screening and interview process, and guidance throughout the process. Ms. Englund responded that it did, and she would also help to develop interview questions and train the commission on how to conduct an interview. Chair Dietz inquired if the service provided would be a set amount or charged on an hourly basis. Ms. Englund stated that her firm is different than most which charge a flat fee or a percentage based on the final pay, her firm charges by billable hour. Based on previous experience, she estimated the cost range for this project would be between $15,000 to $20,000. The commission discussed the candidate pool and the pros and cons of searching exclusively internal versus conducting an internal/external search. Taking into consideration that currently no one internally has expressed an interest, the commission had consensus to conduct the search for candidates both internally and externally. After further discussion, the commission had consensus to contract with Debra Englund of HRExpertise to help coordinate the general manager search and replacement process. Ms. Englund talked briefly about what the contract language would include. Attorney Beck requested Ms. Englund include a little more detail on scope/services of the contract. To keep things moving forward, he suggested the board authorize Chair Dietz to execute the contract for those services on their behalf. Moved by Commissioner Westgaard and seconded by Commissioner Stewart to approve entering into an agreement with Debra Englund of HRExpertiseBP for the general manager search and placement process, and authorizing Chair Dietz to execute the Motion carried 5-0. _________________________________________________________________________ Committee Mr. Adams recommended that the commission establish a search committee, consisting of two commissioners, that is authorized to work with the Elk River Municipal Utilities Commission Meeting Minutes April 28, 2020 Page 3 37 consultant to make certain candidate screening decisions and to prepare a refined list of candidates for the board. The commission had some questions on the process of narrowing down the candidates to be interviewed by the commission. Ms. Englund responded. There was discussion on who should be involved in the interview process. There was commission consensus to have the search committee conduct the initial interviews, and the full commission conduct interviews with the finalists. Chair Dietz and Commissioner Stewart volunteered to be part of the Search Committee. Moved by Commissioner Bell and seconded by Commissioner Nadeau to approve the creation of a Search Committee, comprised of Chair Dietz and Commissioner Stewart, that is authorized to work with the consultant to make certain candidate screening decisions and to prepare a refined list of candidates for the board. Motion carried 5-0. _____________________________________________________________________________ Schedule Ms. Englund presented a template of the CEO selection process and walked through each of the steps in the process and the resources for accomplishing them. She explained that once the commission determines a target start date for the new general manager, the schedule will be developed to accommodate the deadline. Ms. Englund presented some examples of the qualities that may be desirable to have in the new general manager. She stated she would work with the commission to develop a personalized list of the qualities they are looking for in the next general manager. Commissioner Bell had questions on what degree Ms. Englund would help in the search process, he asked if she would be recruiting for the position, or just posting for it. Ms. Englund responded that it was up to the commission and noted that she could do both. Earlier in the meeting the commission discussed the candidate pool for the position, and as no internal candidate has yet expressed interest, the commission had consensus to extend the search to external candidates. Both Commissioner Stewart and Commissioner Westgaard wanted it on record that they still highly encourage any staff that has interest to apply for the position. _________________________________________________________________________ Interim Mr. Adams suggested the commission appoint an interim general manager to allow for some time to work with that person and get them up to speed before he leaves. Mr. Adams recommended the commission appoint Ms. Slominski as the interim general manager with a sunset date. To get a better handle on a sunset date for the interim appointment and a timeframe for hiring a new general manager, Attorney Beck suggested setting some goals of what will be Elk River Municipal Utilities Commission Meeting Minutes April 28, 2020 Page 4 38 accomplished by the next commission meeting, such as establishing a refined schedule with dates. Ms. Englund suggested that the Commission give her a target date for the new hire, and she would prepare a schedule to accommodate it. Commissioner Stewart inquired if there would be additional compensation for Ms. Slominski should she be appointed. Mr. Adams responded that a 10% increase, which is typical in the industry, should be considered; the increase would be approximately $1,000 per month. After discussion, the commission had consensus to approve the appointment of Ms. Slominski as interim general manager for a four-month period, or until the next GM is hired. Moved by Commissioner Stewart and seconded by Commissioner Nadeau to appoint Theresa Slominski as interim general manager for a four-month period, or until the next general manager is hired. Motion carried 5-0. _________________________________________________________________________ Temporary contract services for transition Mr. Adams stated that the commission may want to consider having him on retainer to provide consulting and transition support after his departure. He explained that this is more typical for retirements but is not uncommon for transition where a general manager is leaving on good terms. There was discussion on the length of time to retain Mr. Adams and the dollar amount. Considering what was discussed, Chair Dietz asked Ms. Englund how this potential arrangement compared to other known transition consulting agreements. Ms. Englund responded that normally the consultant would receive one month of their normal pay plus benefits. But given that Mr. Adams would be available to provide consulting to the interim general manager as well as the new hire, she indicated that an arrangement at $3,000 per month for a six-month period Moved by Commissioner Bell and seconded by Commissioner Nadeau to approve contracting services from the outgoing general manager at $3,000 per month for a six- month period. Motion carried 5-0. _________________________________________________________________________ Ms. Englund, Attorney Beck, and the commission created a list of action items to take place before the commission meeting. Ms. Englund will provide an update on those items at the May 12 commission meeting. Attorney Beck stated that as we are developing the interview process for this position, given Commission permission, he would like to consulabor attorney Mark Mathison to ensure we are abiding by labor laws. The commission was in support. Elk River Municipal Utilities Commission Meeting Minutes April 28, 2020 Page 5 39 Attorney Beck educated the commission on serial meetings and stressed the importance of not talking with each other outside of an open meeting. He explained that the search committee does not violate the open meeting law as there are only two commissioners on the committee. 3.0 ADJOURN SPECIAL MEETING Moved by Commissioner Westgaard and seconded by Commissioner Nadeau to adjourn the special meeting of the Elk River Municipal Utilities Commission at 4:48 p.m. Motion carried 5-0. Minutes prepared by Michelle Canterbury ___________________________________ John J. Dietz, ERMU Commission Chair ___________________________________ Tina Allard, City Clerk Elk River Municipal Utilities Commission Meeting Minutes April 28, 2020 Page 6 40