GOVERNING BOARD WORKING SESSION

February 16, 2006

Riverwood Inn, Monticello, MN

Introduction of Board members

1. Board member introduced themselves to each other.

a. Stew provided handouts about the Hamline CD

2. Members not attending training evening

a. Troy Hall – Northwest District Trustee

b. Scott Anderson – Chair Elect

c. Kurt Johnson – Water Utility Council Chair

d. Paul Halvorson – Southeast District Trustee

General Training (Eaton/Brown)

1. MnAWWA 2006 Governing Documents CD

CD contains information for board members. Jon 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.

2. Upcoming 2006 Board Member Replacements

Following board members will be replaced at this years fall conference: Chair elect (Scott Anderson), Trustees – At large (Jim Sadler), Northwest (Troy Hall), Southeast (Paul Halvorson), Public Affairs Council Chair (Kelly Lange-Haider). Discussed need to search for replacements now particularly in the districts. Jon provided table which showed possible chair-elect candidates. History shown in table emphasized 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, could use conference call capabilities to contact people and to minimize travel times for district or committee meetings.

3. Board Meetings and Robert’s Rules of Order

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

Comments

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 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.

eoplelP2. Finances – The expense of having revenues…

Jon 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.

The income/expense versus actual/budget figures for 2005 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 2005

Karla requested that Council Chairs communicate the financial information to their committee chairs, so committee chairs know status of the budgets throughout the year.

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.

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 (like a 9-11).

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 $170,000. Endowment can be used in the event of a catastrophe to fund the general fund.

The section has met the reserve goal about 1.5 years ahead of schedule. Board members should begin working to close the income/expense gap so the section does not have too much cash in a couple of years.

We probably will be close to break even this year or potentially a loss. The reason is because we are doing the Hamline CD project, which is $30,000 in addition to what we normally would have done. CD expenses are done this year and grant moneys have been received from the Department of Health.

Jon confirmed that our financial year is the calendar year from January 1 to December 31. Committees should be working on their budget in May/June and have everything back to Secretary/Treasurer by August. S/T and Asst. Secretary review and prepare for Finance Committee review, and then Finance Committee finalizes with recommendations and provides in consent agenda for next board meeting in September (Annual Fall Conference).

3. Governing Documents – We have some???

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.

We are currently working on position descriptions (chair, chair-elect, trustee, council chair, etc.) So that when people apply for positions they know what they are getting into. Past chair and chair elect are responsible for getting business plan up to date.

In order to change bylaws you need a vote of the membership. Typically it takes a year to two years to get a bylaw changed, not only does our membership approve but so does AWWA (the association).

Policies and procedures can be changed as long as the board approves the change. P & P do not require a vote by the membership. There is a lot more detail in the P&P than in bylaws. Jon encouraged members to review the P&P. Yasser started a process of reviewing the P&P for possible changes. This process is continuing with Bob Cockriel. 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. Jon mentioned that members should understand that changes to policies and procedures likely will require bylaws changes also. 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.

The business plan is done every year. Each committee provides an update of their business plan and submits to their council chair who forwards the information on to the finance committee for review and recommendation. The business plans are critical because this is all the finance committee has available to make a decision on whether or not to approve each committee’s budget. Each council chair is responsible to make sure their committees complete their business plans in a timely manner.

Plan for the future is that November would be kickoff of the strategic/business plans (after elections and fall conference). In May or June we would check status of what’s been done, what’s working what’s not working. Also in May the committees should start thinking about what they want in their plan for the upcoming year.

Bob asked what if a committee ran across something that was outside of their budget and they needed to get a review from the board before the next meeting. Jon said the procedure would be for the committee to submit the request for a budget adjustment to the administrative council for review first. If APC recommends the budget request change then the information is forwarded to Jon who will send it out to the board members via email. Then the board would look at the issue. Board would then perhaps ask for additional information, vote and or make a recommendation. Voting can be made via email back to Secretary/Treasurer by a certain specified date. S/T notifies every one of the vote results.

4. Staffing (Lapointe)

Do we need it? Where could we use it?

John provided background and summary of staffing issue.

Background: At board meeting last October, board created an ad hoc committee to examine whether or not to consider paid staff at this time. Ad hoc committee has a conference call meeting in November.

November meeting minutes is included in the consent agenda for February 17, 2006 meeting

Conclusion

Ad hoc committee conclusion was that full time paid staff was not needed now or in the foreseeable future. Part time paid staff could be used or should be further evaluated in areas such as – marketing activities, section membership, website and coordinating volunteer activities.

Ad hoc committee decided that much of the areas where paid staff could be considered would better be addressed in the various committees’ budgets. Each council or committee should be deciding what ideas they have and if they need outside resources to get the work done.

Open Discussion

1. Website

Stew told the board that Carol Kaszynski is the chair of the Information Technology committee and is the person who should be bringing forth considerations for changes of the website. Carol would prefer not to spend money on the website since Foley Keith (sp?), who works for Bloomington, has offered to work on redesigning the website. Carol is getting input from the IT committee members about websites they like. Stew asked board members to provide him with links to websites that the members consider are well designed and look professional. Stew will provide this info to Carol.

2. Membership database

Jon started a database program a few years ago in Microsoft Access. We’ve hired someone to finish off that database and it should be done in about a week. The Access program is designed to take AWWA membership information (which is obtained by download from a secure spot on AWWA’s website) and identify who is new, who has changed their information and who has dropped their membership. Program would display this information out in a report which would be broken down by district. It would also gives statistics on how many members we have in the districts and overall. Once it’s done the membership committee will generate a report monthly. So then district trustees will know all this information. We can then call these people to welcome the new people and ask people who have dropped why they didn’t renew.

3. Paid staff

General consensus of board was that if committees need work to get done, that exceeds the ability of the committee’s volunteer resources, that the committee should include paid staff or other outside resources in their budgets.

4. Comments from Scott Anderson that were presented by John Lapointe

Paid staff: Remember Scott has volunteered that Saint Louis Park staff will provide assistance to membership committee. He will keep track of his staff’s hours so that we know what kind of workload it is.

IT: Carol is doing a great job, no further comments.

Value of membership CD: Scott is in support of us proceeding ahead with this project.

5. Comments from 2005 Annual Fall Conference in Duluth

Thursday is too heavily loaded with programs and Wednesday is light, particularly in the afternoon. Offering so many good presentations but with the four tracks participants can’t get to all of them.

Admin council is looking at taking the operators track on Thursday and moving it to Wednesday. Perhaps have mini sessions on Wednesday afternoon coincident with the vendors’ exhibit. The other three tracks would stay on Thursday – Computer, Research and Technical/Case Studies. Council is considering two main speakers for Wednesday and then another main speaker for Friday morning. Friday would be the Management session day.

6. Who to invite for Association Representative at next conference.

Glen suggested we consider soon who we want to invite this year. We discussed asking Nilaksh to come during the year he is AWWA president and inviting someone else this year.

7. Association level volunteer positions

Glen suggested that if you want to be on an association level volunteer position, right now is a great time to do so. These positions are oftentimes political and with Nilaksh as president and four out of the five Vice Presidents being from Glen’s class of directors, Glen can network with these people. Jon said that if you want these positions, let the section know also. Section endorsement helps a lot in obtaining the positions.

8. Conference

Karla relayed information from Dave Schultz regarding 2005 annual fall conference. There was 425 attendees, normal is 310. Jim expressed concern that we turned away 14 vendors from the exhibit. With the current Harbor view space we will probably end up turning away the same or more vendors this year.

Guest Program

Herb Watry and Bill Spain’s wife have expressed interest in promoting the guest program. It was mentioned that if we support a guest program the board should watch to make sure it isn’t skewed to one sex over another. As a board we need to decide if the guest program is something we want to support financially, and how much money should we provide to subsidize the program. There were 23 guests registered this year. Jon reminded members that if we subsidize the guest program that takes away from what the committees and councils receive. This issue is perhaps best addressed by the conference council. They can determine if the guest or member costs should be adjusted to promote a guest program, and then present their recommendation to the board.

8. Nominating

The nominating committee is comprised of the past chair and all district trustees. Plan is to first determine who all is eligible to run for chair elect. Then to send out a letter to let these people know they are eligible and invite them to consider running for the chair-elect position. Then each person will be personally contacted by phone to find out if they are interested. Myron has already contacted Ed Sorenson. Ed said he will run for chair-elect.

Committee will check to confirm whether bylaws require chair-elect nominees to be members.

9. Membership

John Lapointe reminded everyone that we need to get 29 new members by the next RMSO to avoid paying for the RMSO social hour. John suggested that this goal could be reached by everyone on the board getting two members.

We discussed the possibility of making member and non-member rates at our schools and annual conference different enough to make membership more attractive to non-members.

There is currently no price difference at fall conference between member or non-member attendance fees. Jon Eaton mentioned that there is a preference given to vendors who are members. Non-members pay $140 more than members and the $140 pays for an individual membership. The person who signs up for the booth just needs a member number so a vendor’s company only needs one individual membership to get the reduced rate. If the vendor pays the non-member rate, the section then uses the money to buy the vendor a membership.

10. Revising policies and procedures

Bob reminded everyone that he will be working on updating the policies and procedures, that Yasser started. The nominating p&p will be part of that update.

11. Other misc. items

Should we consider sending a MN Section Board Member to represent the board at the District Water Operator schools?

Should we provide elected officials training at the League of MN Cities conference? AWWA is pushing this. We kind of cover this at our Friday AM management track session at our annual conference.

Are we sending our announcement of our fall conference to Wisconsin section? Jon says we provided WI section our member list and received a member list from WI.

Should we promote leadership of our section going to other section’s annual conferences? If so, how do we decide who goes? What is the purpose for the people going? One concern is that there are out of state travel issues for some members. We have these trips budgeted in this year’s budget. There are funds for four people to make visits in this year’s budget. If any board member is interested they should come forward and make a proposal to the board what conference they would like to attend.