Board policy documents

Board Policies

Contents Purpose of the Board

Page 3

Governance Focus

Page 4

Board Job Description

Page 5

Election of Board President and Vice President

Page 6

Role of the Board President

Page 7

Guidelines for Board Member Behavior

Page 9

Board Committee Principles

Page 11

Board Training and Orientation

Page 12

Board Review of Internal Records

Page 13

Board Travel and Training Reimbursement

Page 14

Board General Manager Relationship

Page 16

Board General Counsel Relationship

Page 18

Unity of Control

Page 19

Evaluating the General Manager’s Performance

Page 20

Delegation to the General Manager with Respect to Local, State and Federal Legislations and Regulation

Page 21

2

TID BOARD POLICY

Title:

Purpose of the Board

Policy Number:

TIDBP-1

The Board is the legislative body of the Turlock Irrigation District. It operates under the provisions of the State of California Water Code and all other applicable statutes and laws.

The purpose of the Board of Directors is to: A.

Identify and define the purpose, values and vision of TID, along with the quantitative and qualitative results that TID is to achieve, and communicate them in the form of policy.

B.

Identify and define those results or conditions of TID that are acceptable and not acceptable to the Board and communicate them in the form of policy.

C.

Monitor the organization’s performance against the results that the Board has established for TID.

D.

Hire, evaluate and, when necessary, discharge the General Manager.

Date of Adoption:

12-23-14

Resolution No.:

3

2014-114

TID BOARD POLICY

Title:

Governance Focus

Policy Number:

TIDBP-2

The Board will govern with an emphasis on: (1) outward vision rather than an internal preoccupation; (2) encouragement of diversity in viewpoints; (3) strategic leadership more than administrative detail; (4) clear distinction of Board and General Manager roles; (5) collaborative rather than individual decisions; (6) the future rather than past or present; and (7) proactive thinking.

Specifically: A.

The Board will cultivate a sense of group responsibility. The Board will be responsible for excellence in governing. The Board will be an initiator of policy.

The Board will use the expertise of individual members to enhance the ability of the Board as a body.

B.

The Board will direct, evaluate and inspire the organization through the establishment of written policies reflecting the Board’s values. The Board’s major policy focus will be on TID’s intended impacts outside the organization, not on the administrative or programmatic means of achieving those effects.

C.

Continual Board development will include orientation of new Board members in the Board’s governance policies and processes, periodic reorientation of existing Board members, and regular Board discussion of process improvement.

D.

The Board will regularly discuss and evaluate its performance. Self-monitoring will include comparison of Board activities and discipline to policies adopted by the Board. It will be up to the Board President to determine the appropriate manner of this feedback and evaluation.

Date of Adoption:

12-23-14

Resolution No.:

4

2014-114

TID BOARD POLICY

Title:

Board Job Description

Policy Number:

TIDBP-3

The specific job duty of Board members as elected representatives is to ensure appropriate organizational performance.

Specifically, the Board shall: A.

Produce and maintain written policies that ensure high quality of governance and clear roles in decision making between Board and staff.

B.

Regularly monitor and evaluate the performance of the General Manager.

C.

Develop and use outreach mechanisms to ensure the Board hears the strategic viewpoints and values of customers, owners, the community and other interested stakeholders.

D.

Develop and adopt Strategic Directive policies for TID that define the outcomes the Board wants TID to achieve.

E.

Conduct a comprehensive review of the Strategic Directives every three years (or sooner, if circumstances warrant) commencing in 2014. Review the Strategic Directives regularly, on the timetable specified in each policy, and communicate to the General Manager whether the Board finds TID to be in compliance. For the purpose of this policy, compliance is defined as substantially meeting the requirements of the Strategic Directive.

F.

Adopt the TID budget on an annual basis.

G.

Serve as ambassadors for TID and build relationships throughout TID’s service territory and the region.

H.

Set the rates, rules and regulations for services and commodities provided by TID.

I.

Take other actions as may be required by law.

Date of Adoption:

12-23-14

Resolution No.:

5

2014-114

TID BOARD POLICY

Title:

Election of Board President and Vice President

Policy Number:

TIDBP-4

The Board shall elect a president and vice president to preside over it, under the following terms and conditions: A.

The nominations for, and selection of, president and vice president for the ensuing two years shall be accomplished by the Board no later than the first regularly scheduled meeting in December in odd numbered years.

B.

The president and vice president shall be elected upon a vote of three or more Board members voting in approval.

C.

The terms of president and vice president shall be for a period of two years or until such time as a successor has been selected pursuant to these rules.

D.

The president may serve no more than one term in succession.

E.

During the absence of the president, the vice president will preside and, in the event that both the president and vice president are absent, the members present shall select one of their members to act as president pro tem.

F.

In the event that the office of either president or vice president becomes vacant, the Board, within 30 days from the date of such vacancy, will select one of its members to fill the term of that office.

G.

The president or vice president shall be recalled upon a vote of three or more Board members voting to recall. Nomination and election of a new president and/or vice president shall occur within 30 days from the date of the vote to recall.

Date of Adoption:

12-23-14

Resolution No.:

6

2014-114

TID BOARD POLICY

Title:

Role of the Board President

Policy Number:

TIDBP-5

The President of the Board shall assure the integrity of the Board’s process and assure Board representation to outside parties.

Specifically: A.

The President shall ensure that the Board behaves consistently within its own rules and policies, and those legitimately imposed on it from outside the organization.

B.

The President shall preside over and facilitate Board meetings.

C.

The President shall ensure that meeting discussion focuses on those issues which, according to Board policy, belong to the Board to decide.

D.

The President shall ensure that deliberation is fair, open and thorough, but also timely, orderly and kept to the point.

E.

The President shall appoint Board member committee appointments.

F.

The President shall schedule and coordinate the annual process of evaluating the General Manager.

G.

The President shall ensure that the Board’s agendas meet the goals of the annual work plan.

H.

The President shall ensure a process is in place for regularly evaluating the Board’s adherence to Board policies.

I.

The President shall ensure that the Board is effectively represented to outside stakeholders, organizations, and other groups.

J.

The President has no authority to supervise or direct the General Manager, apart from authority expressly granted him or her by the Board.

K.

The President may delegate his or her authority, but remains accountable for its use.

7

Date of Adoption:

12-23-14

Resolution No.:

8

2014-114

TID BOARD POLICY

Title:

Guidelines for Board Member Behavior

Policy Number:

TIDBP-6

The Board and its members should act in an ethical, businesslike, productive, and lawful manner. Board members should avoid even the appearance of impropriety to ensure and maintain public confidence in TID. Specifically: A.

Board members shall conduct themselves in accordance with all laws.

B.

Board members should conduct themselves with civility and respect at all times with one another, with staff, and with members of the public.

C.

Board members are expected to demonstrate loyalty to the interests of TID owners and ratepayers. This supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other Boards or staffs. It also supersedes the personal interest of any Board member acting as a TID customer.

D.

Board members may not attempt to exercise individual authority over the organization except as explicitly set forth in Board policies.

(1) Board members must recognize the lack of authority vested in them as individuals in their interactions with the General Manager or with staff, except where explicitly Board authorized.

(2) In their interactions with the public, press or other entities, Board members should recognize the same limitation and the inability of any Board member to speak for the Board or for other Board members except to repeat explicitly stated Board decisions.

E.

Board members shall at all times endeavor to express their individual opinions in a responsible manner, without causing harm to TID, to TID’s owners and customers, or to other Board members and staff.

9

(1) Each member of the Board is expected to support the legitimacy and authority of the decisions of the Board concerning any matter, irrespective of the member’s personal position.

(2) Board members retain the right to criticize the decisions of TID, but in doing so should make it clear that it is their opinion, and not the opinion of the Board or other Board members, and so long as it complies with the limitations set forth in these policies. Board members are encouraged to notify the General Manager in advance when they plan to speak publicly in opposition to TID decisions and policies.

F.

Members should prepare themselves for Board deliberations.

G.

Board members shall discourage former Board members from attempting to influence the Board, individual Board members or staff on any TID issue, on behalf of any third party (other than a governmental entity) from whom the former Board member substantially participated in during his or her tenure with the Board. This provision shall not apply to: (1) Communications by a former Board member acting in his or her capacity as an individual or ratepayer.

(2) Communications with a former Board member who last served on the Board more than two years prior.

Date of Adoption:

12-23-14

Resolution No.:

10

2014-114

TID BOARD POLICY

Title:

Board Committee Principles

Policy Number:

TIDBP-7

The Board may establish committees to assist the Board in its ongoing work and activities.

Specifically: A.

All committees will ordinarily assist the Board by gaining education, considering alternatives and implications, and preparing policy alternatives.

B.

Board committees may not speak or act for the Board except when formally given such authority for specific and time-limited purposes.

C.

Board committees cannot exercise authority over staff nor interfere with the delegation from the Board to the General Manager. Because the General Manager works for the full Board, he or she will not be required to obtain approval of a Board committee before an executive action.

D.

Committees shall be reviewed at least annually by the Board to determine whether they should continue.

E.

This policy applies to any group which is formed by Board action, whether or not it is called a committee and regardless whether the group includes Board members. It does not apply to committees formed under the authority of the General Manager.

Date of Adoption:

12-23-14

Resolution No.:

11

2014-114

TID BOARD POLICY

Title:

Board Training and Orientation

Policy Number:

TIDBP-8

The Board will invest in training, development and orientation to assure excellence in governance.

Specifically: A.

Board members shall be offered and encouraged to receive training in the skills of effective governance, communication and decision making.

B.

The Board President shall be offered and encouraged to receive training in the chairing and facilitation of meetings.

C.

Each Board member shall comply with all training required by law, including laws related to ethics, conflicts of interest, Brown Act, and government processes.

D.

New Board members shall receive an orientation in TID’s governance policies.

E.

Board members shall be offered and encouraged to receive regular training with respect to understanding trends and developments in public power, the energy industry and water issues.

Date of Adoption:

12-23-14

Resolution No.:

12

2014-114

TID BOARD POLICY

Title:

Board Review of Internal Records

Policy Number:

TIDBP-9

Board members may review any record of TID at any time, so long as confidentiality requirements are followed.

Specifically: A.

Board members requests to inspect TID records shall be forwarded to the General Manager, who will provide the requested files for review on TID premises.

B.

No confidential or original documents shall be taken from TID premises except with the authorization of the General Manager.

C.

Board members shall follow the same confidentiality requirements applicable to TID employees dealing with such files. TID employee personnel files will not be subject to Board review except as permitted by law.

Date of Adoption:

12-23-14

Resolution No.:

13

2014-114

TID BOARD POLICY

Title:

Board Travel and Training Reimbursement

Policy Number:

TIDBP-10

Board members shall have the opportunity to attend conferences, meetings, training, and various activities that are appropriate to their work as Directors and provide value to TID. As part of this policy: A.

Each Board member shall have an annual budget for travel and training purposes of $10,000.00, adjusted annually for inflation based on the Travel Price index (July-June) and rounded to the nearest hundred dollars. The training budget shall include attendance at community functions.

B.

If a Board member exceeds his or her annual budget, then he or she shall be responsible for publically providing an explanation for exceeding the budget at a Board meeting.

C.

The Board shall approve its travel and training budget annually.

D.

Budgeted travel and training budget shall expire at the end of each calendar year with no rollover option.

E.

The Board travel and training budget shall be managed by the General Manager as part of his budget.

F.

Board members shall submit all relevant travel and training receipts to the Executive Secretary to the Board within two weeks for reconciliation.

G.

Expense reimbursement forms for travel and training shall be completed by the Executive Secretary to the Board, signed by the Director and submitted to the General Counsel for approval.

H.

Board members shall report at a regular Board meeting on their attendance at meetings, conferences, and training as required by law.

I.

New Board members shall receive an orientation in the Board’s travel and training policy.

14

Date of Adoption:

12-23-14

Resolution No.:

15

2014-114

TID BOARD POLICY

Title:

Board-General Manager Relationship

Policy Number:

TIDBP-11

The Board of Directors governs the Turlock Irrigation District and is the policy-making body of TID. The Board operates under the provisions of the State of California Water Code and all other applicable statutes and laws.

A.

The Board of Directors is responsible for the following: (1) Identify and define the purpose, values and vision of TID, along with the results that are acceptable and not acceptable for TID to achieve, and communicate them in the form of a policy.

(2) Hire, evaluate, and terminate the General Manager.

B.

The General Manager is responsible for the following: (1) Manage all operations and business affairs of TID. (2) Achieve the results established by the Board within the appropriate and ethical standards of business conduct set by the Board.

(3) Prepare and submit to the Board for approval each year a budget to achieve the Board’s strategic objectives.

(4) Enforce TID rules, attend meetings of the Board and report on the general affairs of TID, and keep the Board advised as to the needs of TID. (5) Ensure the smooth continuous operation of TID in the event of the planned or unplanned absence of the General Manager.

(6) Interact with the public and other utilities and governmental agencies, pursuant to policies adopted by the Board. The General Manager shall assure, in cooperation and consultation with the Board, that TID is appropriately represented in the community it serves.

16

(7) Perform other responsibilities as may be delegated by the Board either by resolution or through the General Manager’s contract of employment.

Date of Adoption:

12-23-14

Resolution No.:

17

2014-114

TID BOARD POLICY

Title:

Board-General Counsel Relationship

Policy Number:

TIDBP-12

The General Counsel provides legal counsel to TID and to the Board. The General Counsel reports both to the Board and to the General Manager.

The Board of Directors is ultimately responsible for hiring and terminating the General Counsel. As a general practice, the Board and the General Manager shall participate jointly in hiring and terminating the General Counsel.

The General Manager is responsible for evaluating the General Counsel’s performance.

The General Manager shall solicit the Board’s input in evaluating the performance of the General Counsel, and the Board may, at its discretion, participate in that evaluation.

With respect to the Board, the General Counsel shall: A.

Give his or her advice or opinion whenever he or she deems necessary or when required by the Board.

B.

Inform the Board of material legal issues impacting TID or the Board.

C.

Provide counsel to the Board and individual Board members with regard to conflict-of-interest issues.

D.

Provide counsel to the Board and individual Board members with regard to the ethical matters except that any advice given to an individual Board member on such issues shall not establish an attorney-client relationship between the General Counsel and that individual Board member.

E.

Assist the Board and Board members in complying with applicable statutes and laws.

The General Counsel shall not provide legal counsel to Board members except in their role as Board members.

Date of Adoption:

12-23-14

Resolution No.:

18

2014-114

TID BOARD POLICY

Title:

Unity of Control

Policy Number:

TIDBP-13

Only decisions of the Board acting as a body are binding on the General Manager and the General Counsel.

Specifically, in or out of the Board meeting: A.

Decisions or instructions of individual Board members, officers, or committees are not binding on the General Manager or General Counsel except in instances when the Board has specifically authorized such exercise of authority.

B.

In the case of individual Board members or committees requesting information or assistance without Board authorization, the General Manager or General Counsel must refuse such requests that require, in their opinion, a material amount of staff time, or funds, or are disruptive as determined by the General Manager or General Counsel.

C.

Individual Board members may communicate directly with TID employees or contractors. However, the Board as a body and the individual Board members will never give direction to persons who report directly or indirectly to the General Manager, with the exception of the General Counsel. If individual Board members are dissatisfied with the response they receive, they may seek a resolution by the Board.

D.

Individual Board members will refrain from evaluating, either formally or informally, any staff. The Board as a body will refrain from evaluating, either formally or informally, any staff other than the General Manager or the General Counsel.

Date of Adoption:

12-23-14

Resolution No.:

19

2014-114

TID BOARD POLICY

Title:

Evaluating the General Manager’s Performance

Policy Number:

TIDBP-14

The General Manager’s job performance shall be evaluated by comparing the organization’s results, operations and the General Manager’s personal performance to the policies established by the Board.

Specifically: A.

The Board shall evaluate the General Manager’s performance on an annual basis.

B.

The evaluation will be based on an evaluation of the organization’s performance and the General Manager’s personal performance against the desired results established by the Board.

C.

The Board may use data to determine the degree to which Board policies are being met.

D.

Through the annual budget process, the General Manager shall propose performance criteria in December for the following year that represents his or her reasonable interpretation of achieving the results defined by the Board.

E.

All policies that instruct the General Manager shall be monitored at a frequency and method chosen by the Board.

Date of Adoption:

12-23-14

Resolution No.:

20

2014-114

TID BOARD POLICY

Title:

Delegation to the General Manager with Respect to Local, State and Federal Legislation and Regulation

Policy Number:

TIDBP-15

This Board supports development of legislative and regulatory policies that further the Board’s policies.

A.

The General Manager is authorized to develop local, state and federal legislative, regulatory and budget positions consistent with Board policies, and communicate them to the Congress, the Legislature, regulatory agencies, local agencies and relevant stakeholders.

B.

When communicating a new position on local, state or federal legislation or budget proposals, the General Manager will provide advance notice to the Board when feasible.

Date of Adoption:

12-23-14

Resolution No.:

21

2014-114