GOVERNING BOARD WORKING SESSION

4p to 11p, January 25, 2007

Riverwood Inn, Monticello, MN

Introduction of Board members

Board member introduced themselves to each other.

Executive Board of Directors

Chair-elect........... Karla Peterson, MDH

Chair........... Scott Anderson, St. Louis Park

Past Chair........... John Lapointe, US Water

Director........... Glen Gerads, Bloomington

Secretary/Treasurer........... Dave Brown, Bluestone Engr

Assistant Secretary........... Jon Eaton, Bloomington

District Trustees

Northwest........... Brian Bergentine, AE2S

Northeast........... Corey Lubovich, Hibbing

Central........... Lyle Stai, Wilmar

Metro........... Carol Blommel-Johnson, Apple Valley

Southwest........... Pete Moulton, St. Peter

Southeast........... Dean Huschle, Northfield

At-Large........... Pat Shea, St Cloud

Councils and Committees

Administrative & Policy (APC)........... Bob Cockriel, Bloomington

Conference (Conf)........... David Schultz, MDH

Minnesota Associates (MAC)........... Jim Norton, SEH

Public Affairs (PAC)........... Myron Volker, Owatonna

Training & Education (TEC)........... Bill Spain, SCTC

Water Utility (WUC)........... Kurt Johnson, Bonestroo

Guests: none

Members not attending training evening

a. Kurt Johnson

General Training (Eaton/Brown)

1. MnAWWA 2007 Governing Documents CD

CD contains information for board members. Dave summarized contents of CD which includes strategic and business plan, bylaws, policies, procedures, historic board meeting minutes, historic finance reports, etc. District boundaries discussed – map of which can be found on CD.

Dave presented the evening agenda, discussed the section vision, mission, and strategic plan

2. Board Meetings and Robert’s Rules of Order

Dave briefly discussed Roberts Rules of Order, identifying the resource books, the positions, duties and responsibilities; order of business (including the consent agenda), and motions.

Someone asked what the quorum was: for a board meeting it is a majority, for a section meeting it is 30 voting members, and for a district meeting it is 10 voting members.

Positions and Duties

Chair:

• Call the meeting to order

• Announce business according to the prescribed order of business

• Recognize members who are entitled to the floor

• State and put all questions that legitimately come before the assembly to a vote

• Announce the result of the vote

• Maintain order throughout the meeting

• Expedite business, and do so fairly

• Provide factual information in response to questions, without expressing opinion

• Declare the meeting adjourned

Chair-elect:

• Perform the duties of the Chair when not present or when expressing an opinion

Secretary:

• Responsible to accurately record the meeting (minutes)

Order of Business

1. Call meeting to order

2. Approve past meeting minutes

3. Reports of Officers, Councils, and Committees (Finance, Director, Districts, Council/Committees)

4. Reports of Special Committees

5. Special Orders (matter required to be considered at a meeting, like elections)

6. Unfinished Business

7. New Business

8. Announcements

9. Adjournment

Motions

Main Motion

Amend (or modify) the main motion

Postpone Indefinitely

Commit or refer to a committee

Recess

Adjourn

A copy of the simplified “Robert’s Rules of Order” publication (used by AWWA) was distributed to all board members to better understand how meetings should operate (on the governing documents CD).

Motions, various kinds, and voting were discussed. It was suggested that members thoroughly review these areas of the publication.

Motion for previous question (“Call the Question”) was discussed in detail. In general, motion for previous question closes debate on a motion. Previous question motion requires a second and then a two thirds approval to close debate. Immediately after approving the previous question motion then the motion on the table is called for a vote.

eoplelP3. Finances – The expense of having revenues…

Dave discussed the year end numbers

The income/expense versus actual/budget figures for 2006 was reviewed. The positive income was noted, in both section finances and investment finances. The budget figures continue to be reviewed and fine tuned so future budgets will better reflect the actual figures (we were much closer this year). In the percent of actual vs. budget, the text is color coded. Red indicates over 100%, blue indicates under 80% and black text is in the target area between 80 and 100%.

The Statement of Cash Flows was reviewed. The positive cash flow continued in 2006. Profit and Loss by Class chart was reviewed. For end of year report we try to keep administrative costs between 10 and 20%. Otherwise we try to take all of the money and put it into the programs. We’ve been running around 13% for administrative costs for the last 3 or 4 years.

The monthly financial reports (financial statement, budget report, class report, and the investment history) were reviewed. These are general reports. If board members want to see detail within a specific area, they should ask the secretary/treasurer.

Dave reminded board members that we are all responsible for section finances, not just the Secretary/Treasurer. MN Section has their own Directors and Officers Liability insurance to cover the board members in case of fraud or negligence. AWWA will continue the D&O insurance coverage.

The 5-year plan progress and section fund definitions were reviewed. Below are the definitions:

General Fund – Sometimes referred to as the operating fund, it is the fund that money goes in and out of annually. At the beginning of each fiscal year 10% of the budgeted expenditures for the fiscal year should be the minimum balance. This balance acts as a ready reserve for the year and allows the section to not transfer money unless some significant event takes place that impacts our finances.

Reserve Fund – money available for an unplanned time of need. The reserve goal is defined as 50% of the budgeted expenditures. Money earned above the goal would be used for new programs (seed money).

Endowment Fund – a source of income for section provided scholarships. The goal is to have the previous year’s dividends/earnings be used to support all current year section scholarships. Right now estimated goal is $180,000. Endowment can be used in the event of a catastrophe to fund the general fund.

Gerads asked what will happen when all the funds (general, reserve, endowment) are fully funded. Eaton discussed how board members should begin working to close the income/expense gap (lower registration fees, start new programs, subsidize education programs, etc) so the section does not have too much cash in the future.

4. Governing Documents

A CD containing the governing documents, annual section meeting minutes, board meeting minutes, financial history, current budget, and some reference documents was distributed to all members. The governing documents (bylaws, policies and procedures, strategic plan, business plan, organization, and district boundaries, etc in one PDF file) were demonstrated for all to see and understand.

Cockriel discussed how the bylaws are the bigger picture or framework of the section operation. Bylaw changes have to be approved by the board, officially notified to the general membership, discussed at the annual meeting, and approved by the general membership. Typically it takes a year to two years to get a bylaw changed. Not only does the section membership approve the change but so does AWWA (the association); who may require other updates in addition to the proposed changes.

Policies and procedures are the specifics or day-to-day operation of the section. As an example, Cockriel discussed the nomination procedures and how they have been changed to update, clarify, or provide a better meaning to an issue. Cockriel continues to review the P&P for possible changes and encourage board members to identify any irregularities. Intent is to document how we do everything so that future volunteers have written policies and procedures that they can refer to that shows them how we’ve done things in the past. If a committee wants to recommend a P&P or bylaw change, that recommendation should first go the administrative council chair, Bob Cockriel. Then the Administrative council will review the proposed changes and bring forward a recommendation to the board. Policies and procedures can be changed as long as the board approves the change. P & P do not require a vote by the membership.

5. Council Review

APC – Lapointe inquired about the specific nomination procedures. Cockriel reviewed the procedure (the nominating committee brings all possible and willing participants to the board – each district trustee will contact the nominees in their district and forward the names to the committee). The board narrows the list of candidates to 2 or more individuals that will be presented to the general membership.

Bylaws, policies, and procedures will continue to be reviewed. If there are enough items to update, Bob will bring them to the board in May.

CONF – Schultz brought the board up to date on the upcoming fall conference. The hotel and DECC contracts were signed and sent in. The council/committee meetings will be like last year, all centered on the Cityside of the DECC. The board appreciation dinner is set for the Pickwick. The guest program committee is requesting a budget of $1.5k to $2.0k. The board told Schultz that it was all part of his budget; no board approval needed. The Young Professionals will again hold the “Texas Hold’em” tournament but additional entertainment will be provided for the non-tournament players. The MAC social was a success and will be repeated this year. Jay Whitaker is the program committee chair. A discussion of future conference locations (Duluth vs. District location) took place. The number of raffles was discussed and the need to organize and publicize them. The exhibition will be in the Edmond Fitzgerald hall. Schultz suggested printing the timeline and displaying it in the exhibition to make it look more attractive. MAC is considering carpeting the exhibition so it does not look so industrial.

MAC – The ACE breakfast is being planned. It will either be on Monday 6/25 or Tuesday 6/26 morning. It will be an official event and noted in the conference program. There will be a breakfast and guest speaker. MAC recommends the annual Fall Conference move to the Cityside of the DECC and hold the exhibition in the Edmond Fitzgerald Hall. The number of available booths at the conference (thought to be between 80 and 100 booths) was discussed and the potential change.

PAC – Volker reviewed all the committees, their recent actions, and noted their reports in the consent agenda. The WFP committee has reviewed the AWWA Memorandum of Understanding (MOU), its impact on MnAwwa and AWWA, and why it came about. The committee plans to recommend board approval. Public Information has met but no meeting minutes have been distributed yet. The Scholarship committee is expanding from 4 to 10 members to improve scholarship opportunities and better advertise. Programs include book purchases for colleges (SCTC), tuition scholarships (community or technical college, 4-yr degree scholarships, WUMI), fall conference scholarships, and grants to educational institutions (schools, colleges, etc.).

TEC – Three of the five committees are active. Education programs continue on the district level. Management has the institute coming in March. Research continues to plan for workshops and events. Nothing seems to be happening in Safety or Small Systems. There was discussion about adding security to the scope of the Safety committee. Small Systems’ new co-chairs are working on programs. Cockriel added that various awards could be used to supplement committee programs (safety, meritorious service).

WUC - Kurt did not attend but is recommending two more utility members.

6. District Review

NW (Bergentine) – A 3-day operation school was held in the late fall (November). A summary was in the consent report. Notables include Cliff McLain honored as the Leonard Thompson awardee, new distribution and small systems track (operators discussed how projects progressed from pre-engineering to finish; contractors discussed what works and what doesn’t during construction; to the MDH construction approval process). New officers include vice-chair Larry Rude of Fergus Falls, chair Gary Hultberg of East Grand Forks. Crookston will be the next operation school location. A discussion of membership took place; consider giving away operations memberships at the district school.

NE (Lubovich) – Had a planning session for the April School a couple of weeks ago. The NE district tries to have its school at the same location for two years in a row. The district is looking for a vendor base to help with WFP and other raffles. The district is looking at the SWAMP school as a possible district school location. There seems to be more interest in volunteerism.

Central (Stai) – Lyle talked about the district 3-day school in June and 1-day school in October, the vendor contributions, and the WFP raffles. He did note that the Ruttger’s school is well attended and the participants don’t want the location moved.

Metro (Blommel-Johnson) – The metro district school is in the planning stage and changing venues; adding some outside vendor workshops. The district is also looking for locations for the May BOD meeting (since Metro is the host district).

SW (Moulton) – Pete talked about soliciting a volunteer base, working on the younger people, but have had limited success. The district will try to elect officers in April. WFP has done fairly well.

SE (Huschle) – The Red Wing school went well (about 65 people). They are planning this years schools; March school at the Ramada Conference Center in Rochester. Rick King, Winona is the new chair-elect and Denise Duchane is the new chair.

At-Large (Shea) – the phone is working…

7. Upcoming 2007 Board Member Replacements

Following board members will be replaced at this years fall conference: Chair elect (Karla Peterson), Section Director (Glen Gerads), Assistant Secretary (Jon Eaton), Trustees – Central (Lyle Stai), Southwest (Pete Moulton), Council Chairs - Conference (Dave Schultz), MAC (Jim Norton), Training and Education (Bill Spain), and Water Utility Council (Kurt Johnson). Discussed need to search for replacements now particularly in the districts. Jon provided a table that showed possible Chair-elect and Director candidates. History shown in the table emphasizes the challenge of getting new leaders in the districts, particularly northeast and northwest. Ideas included: Changing number of districts or boundaries of districts, personally inviting people to take leadership role, and use conference call capabilities to contact people and to minimize travel times for district or committee meetings.

Open Discussion

1. Strategic Plan

The original strategic plan was done in 2003; it will be five years in 2008, time to review and update the plan. Same with the financial plan.

2. New Member Orientation

Should we have one? Would this be a venue to solicit volunteers?

3. Conference Location

MAC would like to stay in Duluth. The location is certainly seen as a benefit to them.

Scott Anderson would like to stay in Duluth to see what happens for the next 2-3 year cycle.

Scott Anderson discussed the possibility of a travel voucher for people who exceed a certain travel distance.

Why stay in Duluth - we seem to have an identity in Duluth. Who is our target audience - lead people and management. Guest program seems to be reviving. What other Minnesota cities could handle a conference our size (besides the twin cities) – Rochester, St Cloud, others?

Negatives – did not want to walk outside, unmanned bridge (stuck up), driving distance may be an issue for the southern part of the state.

4. District Boundaries

Gerads asked if the current district model is working and should the section consider a change. Concern was expressed as to the loss of membership to Rural Water and effect on district schools. Options to consider are subsidizing district schools with the excess section funding, scheduling training opportunities further out (one to two years), better support the districts.

5. Strategic Expansion

Consider adding/addressing wastewater (MWOA, WEF), storm, and laboratory training/issues, and exam prep (both water and wastewater). This meets one or more of our strategic goals. Consider training opportunities with MWOA or other cooperative organizations.