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2008 01-16 Board Governance Why Governance is Important Local boards are the reason, and really the only reason, why local control is local. Boards are the voices of the community. Governance is what boards do - its taking the wishes, needs and desires of the community and transforming them into policies that govern the District. Usually that translates into "provide reliable, high quality service for their customers at the lowest practicable cost." There are three critical dimensions that interact to determine how a board operates and its effectiveness as an organization. First is the Board as an organizational entity; second, the individuals who serve as effective board members and make up the board; and third, the specific jobs the board must perform. All three of these must be viewed as a whole in order to truly develop an effective governance operation. Component #1 Board as an Organization The Board as an organization - Boards exist as an organizational entity, each with its own unique organizational culture, norms, values and operating styles. There are attributes or characteristics that are consistently present in boards that operate in a highly effective way. They become known as effective due to the fact that they operate in an organizational environment of trust, honesty and openness. This type of board exhibits, as a team, the following characteristics: All board members are perceived to be equally legitimate---no matter how different or difficult an individual may be. The board strives to maintain a "no secrets, no surprises" operating norm. The board recognizes and accepts that conflicts and differences are inevitable, not necessarily "bad", and must be faced and analyzed. The effective board tends to immediately turn to solutions rather than playing the "gotcha" game. The effective board treats all staff with dignity and respect. The effective board treats all community members with dignity and respect even in the face of criticism and opposition. The effective board exhibits creative thinking, knows how to handle failures as well as success, encourages risk taking, and creates a climate of support for excellence. The effective board assumes collective responsibility for the conduct, behavior and effectiveness of the board. While these attributes of effective boards may appear to be obvious, they are difficult to achieve and sustain on a long-term basis. Component #2 The Individual It is individuals who compose our board - their values, skills, and knowledge shape how the board will operate at any given time and if the board will sustain effective behavior as a group role. Board members can misunderstand their roles - their decisions should be based on policy-level decision making level, rather than micromanaging staff teams. The board sets policy vs. the actual doing and carrying out. The administration of policies are delegated to staff. What exactly is "micromanaging"? If has many definitions: "One who feels they must have absolute control/knowledge of every decision/action of their directs." Dictionary says "to direct or control in a detailed, often meddlesome manner." The best way to define it is "any time you want to do something that fits the job description of a district employee." Let that definition be your guide. It's basically involving yourself too directly in what your staff should be doing instead. Per the government code, Board members enjoy a certain "blanket of immunity" in the decision making process - as long as that is what they are doing - they are protected. Keep within the scope of your authority. When they venture outside of that role, that immunity can be pierced. Controlling the micromanaging urge as a first-time board member is not easy. The projects and activities are so interesting that you naturally might want to make an operational contribution. Board members can also tend to get focused on their own little agendas. Not everyone who serves on a special district board becomes an effective board member or leader. Many never make the transition from individual to a member of the governance team. Those who do become effective members, however, also become highly valued community leaders. When an entire board is composed of truly effective board members rather than individuals, the board becomes highly effective. Our Board has been operating since the early 50s. Along the way many policies were set and most things are covered. Our board is not as busy as a municipality board or a county board. Board members may tend to look towards staff roles as a "way to get some action." It is important to stay in the sphere of what you are supposed to be doing. If board members see themselves primarily as customer service representatives, who is identifying issues and setting goals and objectives that will result in planning for the public investments in the District's future? It is easier for board members to see themselves as customer service representatives rather than community builders. It is easier to be effective helping citizens deal with their individual problems on an ad-hoc basis, than to build and maintain a sense of community by addressing big-picture issues. Advice is to hire the very best, very brightest, most capable people that are in the job market, give them the tools they need and let them go and do their jobs - give them the what and let your staff figure out the rest. So, what are the characteristics of effective board members and how are they different than those who just serve on boards? Effective board members think about governance differently. They have distinctly different attitudes than non-effective board members. Effective members understand the fundamental role of the citizen leader in the governance of special districts. For example, effective board members understand certain fundamental principles of effective governance. This is important: They understand that the authority of any board member rests only with the Board as a whole, not the individual board member. The Board governs the district. They tend to worry when individuals are attempting to impose their own agenda on the District rather than working to build support for an institutional agenda. Represent the community's interests instead of your own. This is your most important duty and solemn vow. Effective board members know that how a board member governs is as important as what a board member does. They know that manner makes a huge difference. Effective board members work hard to make the team successful. They understand they need to establish trust. They treat everyone with respect, and expect others to treat them the same way. They respect the diversity of perspective and styles. They always keep confidential information confidential. Listen well. Not just listen, but also hear what is being said. That means you must truly understand the point the other person is trying to make. Be honest. Knowledge is power for your constituents. They still not may not agree with a decision, but if they can understand it they can accept it. Never be afraid to admit you've made a mistake; everyone does. . Component #3 What Effective Boards Do Let's address the specific responsibilities of the governing board. Effective boards have strong competency-based cultures and individual board members have strong governance skills, but the question now is: To Do What? What are the duties and responsibilities of boards? The answer is that boards have certain responsibilities that no one else in the system can perform. Too many times board members stray, get engrossed in staff issues, or treat the district as their own giant erector set - they need to know a district has managers and employees to do those types of things, but they only have 5 people who have board level roles. The specific responsibilities of the board are clustered into four areas: setting the direction for the district; establishing and supporting the structure of the district; holding the district accountable on behalf of the community; and serving as community leaders. The core of effective governance are the individual citizens serving as effective board members, accomplishing the specific duties and responsibilities that only governing boards can do on behalf of their community. Communication and the Unified Board Boards are governance teams and as such, must communicate as single units sending unified messages, even when members may not feel unified. And because boards are public bodies, they must communicate in public meetings, unlike private boards that can meet behind closed doors at will on any topic. Of course, board members can and do communicate with staff as individuals; but they must do so with great care and with a clear understanding of the consequences of poor communication. Public involvement - Contact with news media can help, but district activities may not be considered important enough for detailed coverage. It may be necessary for the district to publish newsletters, make presentations to local civic groups, present slide shows, etc. If contact with the community or media is desired, using a single contact person can help eliminate confusion and miscommunications and will make certain the information provided is accurate, timely, and consistent. The better the communications links, the better the opportunity for understanding, providing consistency, and less chance for misunderstanding and wasted effort. Learn how the organizational structure of the district operates, its chain of command, and communication links. Do not forget that there is a difference between policy makers and management. The board of directors and the general manager should be a close-knit team. Generally the board sets the policy and instructs management to carry out that policy. Staff should be encouraged to offer and present alternative recommendations for implementation when bringing matters before the board. The Board has one employee - the general manager. Directors should use him as the proper channel to obtain information, get answers to questions, etc. He will coordinate responses through the various staff he oversees. Remember too, general managers are busy people - show respect for their time by making arrangements before just dropping in. You represent the District. It is important to remember what you say carries much more weight since you are a board member - be cognizant of that - not only with staff, but other agencies as well. If staff asks for a board representative to attend a meeting, it is usually to "pack a punch". More credence is given to you from the public because you are a board member. Use only the voice of the Board when you communicate, not as an individual. Be careful of what you say - one person cannot represent the board unilaterally. Don't get ahead of the board, state board positions, etc. - this can create many problems for the district if you do. It's better to act as eyes and ears for the district and relay information back to the full board so the full board can relate the District's position - not just one member. Because of the fact that you are a board member, many people who know you personally might think they now have an "in" - so no favors, no promises, no special deals to anyone! The "front page test" is a good way to keep from promising anything to anyone the normal public would not receive just because of "who they know." There will be lots of trouble if you do. (Staff is just as accountable as a board member would be on this one.) Unique knowledge or experience is something that should be shared. Occasionally a board member with this knowledge may be over-enthusiastic in trying to administer one particular area without benefit of others' thoughts. Sharing that knowledge openly and willingly strengthens a director's role and the decision-making capability of the Board as a whole. Unified Board - All board members must agree that positive communication is important, a step that is often overlooked. Boards tend to assume that communication with staff is simply a matter of how well each board member communicates individually. On the contrary, effective communication is the result of board members agreeing and working together within a shared vision and a set of common core beliefs and agreed-upon mission and goals. Norms for Effective Deliberation: Board Members Should Agree to: Show respect to everyone (never dismiss/devalue others) Listen openly, trying to really hear what other people are saying Attack the problem, not the person: address process-not personalities No surprises. We will inform each other if we anticipate any change in previously agreed upon ideas, procedures, etc. Look for common ground. Be open to ideas of others. Maintain confidentiality. Work toward future-learning from the past. Setting Direction Districts must know where they are going in their provision of services and programs. Creating a vision for the future is dynamic, involving in-depth discussions among board members and district staff that results in an agreed- upon set of beliefs and strategic goals for the district. The process of setting direction also allows an opportunity to focus on the district's organizational horizon-to reflect on what the future may bring instead of what is happening in the present. Identifying emerging issues allows the board to anticipate changes in such things as public policy, regional planning issues, and in those issues that impact the district's funding base or revenues. Anticipation of external changes helps the district protect its crucial financial resources, as well as reduce the district's liabilities. The general manager and staff are a critical part of the direction-setting process. A Board Member's Mindset Individual board members must understand the mindset required to carry out long-term direction setting. They must have a future-oriented mind set and must approach problems from a strategic rather than tactical perspective. There are a number of aspects to this mindset including: Visionary thinking -Look beyond the day-to-day issues. Discuss alternative futures for the district, and be open to many different possibilities. Strategic thinking - Board members need to think about issues from a "macro" or strategic perspective. The essence of effective governance is the ability to understand the "big picture" and respond to issues and problems that arise from that perspective. Understanding the real mission of the district. Clearly understanding the true task of a district is central to responsible stewardship of the district's resources. All of the board's actions should arise from an understanding of this fundamental idea. Understanding the current status of the district including both its physical and economic limitations. Board members are ultimately responsible for providing services or programs to their constituents. Responsible leadership involves members knowing as much as they can about the capabilities of their operations so they may make realistic decisions for future programs or services. Understanding that the planning process is a board activity, not an individual activity. Board must act collectively to discharge their service and program obligations to their constituents. Such collective action applies to all of the board's responsibilities, whether those activities are fiduciary or planning- related. Being fully prepared (do your homework). It seems so obvious. Board members will make more well-informed decisions if they are well prepared for their meetings and deliberations. Reading such things as staff reports and other material made available to the board prior to meetings will be of invaluable aid to decision-making. You owe it to yourself to look prepared. You owe it to the other board members not to waste their time going over issues that you should understand before you sit down in that chair. Boards set long-term visions collectively, not as individual board members on their own. The first and essential step to working together is for each board member to make the transition from acting as an individual to acting as a member of a governance team. You are not there to run the day-to-day activities of the district or to micromanage the staff. You are there to set the overall direction and policy of the district. The Board of Directors All members of a governing board share in a joint and collective authority which exists and can be exercised only when the group is in session. Decision Maker - A major responsibility in carrying out the wishes of the constituency is decision making. Directors will be confronted with many requests and alternatives, and it is up to them to carefully deliberate in order to select the decision that is most appropriate. It is the Boards decisions, and theirs alone, that make the policies that keep the district operating. District staff may advise and recommend but cannot set policy. Operational decisions and implementing Board policies, however should be delegated to staff. Elected Representative - A director is an elected representative, and while that is the case, it is not necessary to bring every single issue back to the voters for their opinion. All decisions must take into consideration the needs and welfare of the constituency. One difficult area is that of establishing a new or controversial policy. A director may feel that the new policy's potential impact upon the district may be such that the voters should be polled before a decision is made. It is not necessary (or possible) to bring back every single issue to the voters for their opinion. With experience, a sense will develop and you will base your decisions that are consistent with your original philosophies. That is the responsible way to proceed. What do we do? Identify the critical issues to devote resources to -Include both short-range and long-range problems. Set goals that are measurable, limited in number, and that are time focused. Pitfalls to Avoid Focusing on minutiae and never seeing or getting to the big picture; Attacking or criticizing staff in an open forum; Attacking other board members during the meeting; Bringing in a personal agenda; Not being a team player; Stating problems without solutions; Having to have things their own way; Practicing back door politics; Not moving on when a decision is opposite from their vote; Not learning the art of compromise; You specify how everything ought to be done; You ask for detailed activity reports; You do all or most of the talking during meetings; Your task list includes things that ought to be done by someone else; Acting as if theirs is the only honest opinion; Speaking when they have nothing to say; Thinking they are more important than they truly are; and Not having set policies or philosophy so other members never know which direction they are going to take. Secrets of a Smooth Running District Liability: Board members are immune from prosecution if action was discretionary in the course of board duties (like adopting fees). Personal liability for individual board members can occur through intentional Brown Act violations, illegal expenditure of district funds, liability under the Political Reform Act, and liability based on conflict of interest in contracts. Elected officials owe loyalty to the district they represent, not based on their own interests. Micromanaging (instead of setting policy): The board can't meddle in day-to- day affairs If they do, it can pierce the blanket of immunity the board has. Plus relations will be tainted. Staff to Board Relations: Employees have one boss - the general manager. The Board has one employee - the general manager. Make consistency one of the main cogs in the machinery of the District. Don't keep shifting policy.