Ad Hoc Board Governance Review Committee. Fall 2017

Transcription

1 Ad Hoc Board Governance Review Committee Fall 2017

2 What is Governance? Governance is the system of rules, practices and processes that legally balances the interests of the many stakeholders and provides the framework for attaining vision, mission and goals. AWWA balances the interests of Sections, Councils, Officers, Staff, Committees and the Board within a legal framework.

3 AWWA Governance Board of 60 President President-Elect Immediate Past President CEO (non-voting) 44 Section Directors 1 WRF Chair 6 Council Chairs 4 DAL 4 POETs Executive Committee POETs EC = 18 6 VPs (from Sections) 6 Council Chairs 1 WRF Chair 4 POETs

4 Two Ad Hoc Committees 1. Governance Improvements (Preparing for the Future) 2. Find At Least One Candidate for President-Elect

5 Ad Hoc #1 Preparing for AWWA s Future Does our current Board structure/function meet the future needs of the Association? Philanthropic - New Partners International - Changing landscape Total Water Solutions - Less Available Time AWWA 20/20 - Council/Section Actions Focus is on assuring our governance can support opportunities facing AWWA. Is the structure nimble? Are the Board members engaged?

6 Focus of Discussions There s always room for improvement Better use of the talent in the room Reality of Presidential Duties

7 Three Recommended Enhancements Better Usage of Board Members Time and Expertise Better Define Executive Committee Responsibilities Expansion of Nominating Committee

8 Enhancement #1 Use of Board Members Time and Expertise 1. Strategic Plan Updates 2. Partnership Discussions 3. International Growth and Expansion 4. Philanthropic growth/awareness 5. Conduct Exhibitor Surveys 6. 5 Presidential Officers, 44 Directors, 6 Council Chairs, 4 DAL, WRF Chair 7. Committees: Canadian Affairs, DMI, MED, Strategic Planning, YP 8. Vote to approve slate of Officers 9. Environmental scanning of industry topics

9 Board Members Time (Comments received during ACE) Where do we make investments for future growth? How are we investing in membership? Adding member value. Strategic direction but not tactical level. Guidance and sense of direction. Open mic to discuss Section comments. Less transactional vs. more transformational.

10 Official Board Duties Amending, altering, or repealing Bylaws, Electing, appointing or removing any member of the Executive Committee, any other Board committee, or any Director or officer of the Association, Amending the Articles of Incorporation, Adopting a plan of merger or adopting a plan of consolidation with another corporation, Authorizing the sale, lease, exchange or mortgage of all or substantially all assets, Authorizing the voluntary dissolution of the Association, Adopting a plan for the distribution of the assets of the Association, and Amending, altering or repealing any resolution of the Board of Directors.

11 Focus of Presidential Duties CEO oversight, goal setting, performance and compensation review Approve the agendas, lead the Executive and Board Meetings Lead the POETs Along with CEO, is spokesperson for AWWA Knowledgeable of Strategic Plan, Business Plan and Budget Change from President to Board Chair or Chairman of the Board Reduce Time by Indicating Section/Regional/Intl meetings optional

12 Enhancement #2 Follow Current Defined Executive Committee Responsibilities 1. Award nominees 2. Standards Approval 3. Section Assessments, Allotment, Geographic Changes 4. Policy Statements EC = 18 - operational 6 VPs (from Sections) 5. Budget 6 Council Approval Chairs 6. Individual, Finance 1 WRF Committee Organization Chair Member 51% 4 POETs Board Changes members Suspension/ Executive Committee Expulsion from Membership Legally acceptable Board ALWAYS has control 7. Exceptions to the # of members in a Standing Committee Board of New policies regarding Association activities/affairs 9. Approval of International Communities 11. EC= POETs, 6 VPs, 6 Council Chairs 12. Committees: Audit, Finance, Executive Pension, Compensation Committee

13 Expansion of Council Chairs Role Council Chairs attend EC meetings, conference calls, officer training If available, Council Chairs to attend Section and Regional meetings: 1-2 trips per Council Chair (to replace President) Attend and Represent AWWA at Partner events DBIA, ASCE, NAWC, NACWA, WEF as needed and as an Executive Committee member Lead environmental scanning topics during Board meetings

14 Enhancement #3 Expansion of Nominating Committee Review Board job descriptions defined in Board bylaws Determine qualifications of officers (President-Elect, VPs) and Director-At-Large, including Service Provider, Treasurer Develop criteria: expertise, skills, integrity, diversity, judgement, business or other experience, etc. Solicit broadly for potential candidates Educate candidates on role of positions Interview and screen candidates Coordinate and oversee a self-evaluation of the role and performance of the Board and its committees, councils, etc.

15 Ad Hoc Members Jeanne Bennett-Bailey Committee Chair and Immediate Past-President David Rager President-Elect Brenda Lennox former Vice President and President Jackie Torbert former Florida Section Director, AWWA Vice President Mike Orth Kansas Section Director Chris Jarrett former MAC Chair, Florida Section Dennis Kelleher former Vice-President, New York Section Reid Campbell former Vice-President, Atlantic Canada Section Kyle Kihs Section Executive Director, Pacific Northwest Section John Young former Director, New Jersey Section Patsy Tennyson former PAC Chair, Consultant to Committee David LaFrance Chief Executive Officer Paula MacIlwaine Deputy Chief Executive Officer and Ad Hoc Staff Advisor Brynn Findlay AWWA Executive Assistant

16 Ad Hoc #2 Finding At least one Candidate An ad hoc committee to provide at least one candidate for the Board to take action on in January Ad hoc committee members: Jon Eaton Gene Koontz John Donahue Reid Campbell Martha Segal

17 Next Steps Fall Regional Meetings, Fall Council Meetings, Fall Webinars for Sections November 1 st. We would appreciate your comments!

18 Next Steps Final recommendations Will Be Presented in January Bylaws and Board Policy Manual Need to Be Updated. Section Bylaws Probably Won t Need An Update. Changes Will Be Effective Starting June 2018.

19 Questions?