Board of Directors Powers and Duties
SW Lincoln County Water People’s Utility District (SWLCWPUD)
Effective – 13 November 2013
THE BOARD OF DIRECTORS
The SWLCWPUD is a domestic water supply special district created under Oregon Revised Statute (ORS) 264 to provide drinking water within a defined territory. The statute establishes a five (5) person Board of Directors. Registered voters within each of the five subdivisions of the SWLCWPUD territory elect a member from that subdivision to a four (4) year term.
Election dates of members are staggered to ensure Board continuity. The SWLCWPUD Board of Directors, empowered by law, has authority to carry out those duties that will ensure that current and future water needs of the served community are met.
MEETINGS OF THE BOARD
The Board regular business meeting is on the second Wednesday of each month at 10 AM in the SWLCWPUD offices located at 7740 Highway 101, between Yachats and Waldport. Advance notice of all meetings is published in media common to the area served by the SWLCWPUD and are posted in advance at the SWLCWPUD office and are open to the public. Should a special meeting be required on short notice, information will be publicly posted at the SWLCWPUD office. As necessary, the Board may hold a special meeting ‘exempt’ from public attendance. The latter meeting must meet criteria established by law. Such meetings will be posted in advance at the SWLCWPUD office. Board members are expected to participate in all Board meetings and knowledgeably vote on SWLCWPUD matters falling within the Board’s purview.
COMPENSATION TO BOARD MEMBERS
Oregon Revised Statute 198.1950 authorizes the payment of $50 to each Board member for each meeting attended. SWLCWPUD Board policy, under a Resolution passed by the Board on October 9, 2013, directs that members serve without compensation, excepting actual and reasonable traveling and other expenses necessarily incurred by a member in performing official duties. The latter expenses typically occur only as the result of the need to attend conferences and/or training that further the ability of a Board member to perform Board duties.
ELECTION OF BOARD MEMBERS AND DUTIES OF BOARD OFFICERS
Board members shall elect a Chair, a Treasurer and a Secretary each time a new Board member is elected, or as called for by a quorum of the Board. The Chair presides over Board meetings and sets the meeting agenda in cooperation with the Field Superintendent and Finance/Office Manager. The Treasurer assures SWLCWPUD funds are used in accordance with legal and other applicable requirements and should be one of the co-signers on bank accounts and checks. The Secretary ensures legal requirements related to recording, amending and maintaining minutes of all Board meetings are in place and met.
POLICY, RULE AND REGULATION FORMULATION AND INTERPRETATION
The primary responsibility of the Board is to formulate SWLCWPUD policy, rules and regulations and make such decisions that do not fall within written responsibilities expressly assigned by the Board to SWLCWPUD managerial staff. The Board shall assure that the SWLCWPUD is in compliance with all applicable federal, state and local laws and ordinances, conduct business only as a Board, and ensure that all records, minutes and notices are created, maintained and available to the public as required by state and federal law.
INDIVIDUAL BOARD MEMBER POWERS
Board members individually have no powers separate from those of the Board itself. A Board member has no authority to act individually without delegation of authority by a quorum of the Board. No individual Board member may speak for, or act on behalf of, the Board or SWLCWPUD, except as authorized by an official Board action as recorded in official minutes, guidelines, rules or policies of the SWLCWPUD.
BOARD CONTROL OF SWLCWPUD FUNDS
The Board shall ensure the SWLCWPUD receives, records and spends funds in accordance with accepted accounting, purchasing and record-keeping standards. The Board shall assure that the SWLCWPUD revenue covers costs of operations plus any debt service and needed reserves. The Board shall recognize it is exercising rights and powers for and on behalf of others, exercising diligence and care. The Treasurer shall be the primary contact with the SWLCWPUD Finance/Office Manager relative to financial matters.
BOARD AND SWLCWPUD STAFF RELATIONSHIPS
The Board shall maintain oversight of the management of general operations, set the remuneration rate(s) applicable to all SWLCWPUD managerial staff positions, establish job descriptions for the Field Superintendent and Finance/Office Manager and conduct an annual performance/compensation review for both.
The Field Superintendent and Finance/Office Manager are responsible for daily operations, establishing other staff job descriptions and conducting at least annually, performance/compensation reviews of field and office staff. Unless authorized by a Board quorum, an individual Board member may not direct or order any staff member on matters relating to daily operations or administrative activities. A Board member may not order, direct or conduct any review of a non-managerial staff member personnel record or any other record exempt under public records law.
Board members, elected SWLCWPUD representatives of the voters, shall adhere to the highest ethical standards in the conduct of SWLCWPUD business. See Appendix I.
BOARD MEMBER EDUCATION
To effectively carry out Board duties, each member must be adequately knowledgeable of the current responsibilities and duties assigned to the Board under applicable law, rule and regulation. It is the duty and responsibility of each Board member to attend applicable conferences, meetings and training activities as the Board may authorize.
ETHIC INFORMATION APPLICABLE TO SWLCWPUD BOARD MEMBERS
SW Lincoln County Water PUD (SWLCWPUD)
Each Board member is considered a “public official” under Oregon Ethic Law (ORS 244). ORS 244.040 (1) (a) states that no public official shall use or attempt to use his/her official position or office to obtain financial gain or avoidance of financial detriment that would not otherwise be available but for the official position of office. The exemption is that a Board member may receive a salary, honoraria and expense reimbursement. The foregoing law also applies to close relatives and businesses with which the public official or relative of the public official is associated. Additionally, a Board member may not receive a discount from a business if the only reason is that the member is a public official. Likewise, a Board member may not receive a gift valued in excess of $50 from any single source who could reasonably be known to have any interest in the SWLCWPUD in areas where the Board member has the ability to exercise any authority. Exceptions to the foregoing exist and guidance can be obtained from SWLCWPUD Legal Counsel.
BOARD CODE OF ETHICS
- Understand a Board member’s basic function is decision making, not administrative.
- Discourage sub-committees that will tend to dilute the Board’s decision-making responsibility.
- Respect the rights of SWLCWPUD customers and others to be heard at public meetings.
- Recognize that authority rests only with the Board in official meetings.
- Recognize that a Board member has no legal status to act for the Board outside of official meetings.
- Refuse to participate in unrecorded unofficial Board meetings.
- Refuse to make commitments for the Board on any matter that should properly come before the Board as a whole.
- Recognize the Field Superintendent and Finance/Office Manager should have full administrative authority for properly discharging professional duties with those limits established by the Board.
- Refer all complaints or problems to the SWLCWPUD staff.
- Present any personal criticisms of any SWLCWPUD operation directly to the appropriate staff person.
- Recognize that Legal Counsel is available to the Board at its meetings to provide direction only on legal matters.
- Ensure all Board and staff members of the SWLCWPUD conduct business on an ethical and above board basis.
- Provide each SWLCWPUD staff member respect and consideration due skilled professional personnel.