board member duties and responsibilities...
TRANSCRIPT
Risk Management For
Board Member Duties and
Responsibilities 101
Risk Management For
Board Member Duties and
Responsibilities 101
Presented by Jeff Griffin
Board ResponsibilitiesBoard Responsibilities
• Today’s goals
1. Address your Duties and Responsibilities
2. Identify some of the statues that impact public
entities and risk management
3. Discuss tools to make your Duties and
Responsibilities easier
The SheetThe Sheet
• W.Va Oct 4 3 firefighters charged with arson
• GA Oct 8 Firefighter arrested sex/child
• DC Oct 11 firefighter convicted 2nd degree
• NY Oct 11 Firefighter arrested Photos
• NY Oct 24 Firefighter arrested rape/18
• NY Oct 26 Jury rules on prep-pay
• FL Oct 30 31 crashes of Jacksonville’s first
responders last week raise red flags
• FL Oct 31 Firefighter charged with DUI
Board Member Duties &
Responsibilities
Board Member Duties &
Responsibilities
Chapter 198 Special Districts General
ORS.261 Peoples Utility District
ORS.266 Parks and Recreation
ORS.267 Mass Transit
ORS.450.650 Formation of Authorities
ORS.450.665 Special District
ORS.478 Fire District
ORS.777 Ports General
Board Member Duties &
Responsibilities
Board Member Duties &
Responsibilities
ORS.478 Fire District
Powers and Duties
478.210 Directors-Organization, term, oath
478.260 Fire chief and assistants
478.270 Reports
478.290 Additional authority
478.305 Contracting
Board Member Duties &
Responsibilities
Board Member Duties &
Responsibilities
ORS.478 Fire District
Revenues and Finances 478.410 Power to level taxes, borrow, sell bonds, and create
fees
Fire Prevention Code; Fire Permits 478.910 Adoption of fire code
478.927 Violations of code Penalties
478.990 Penalties
The Perfect StormThe Perfect Storm
Elected
Civilians Employees
You
The Integrated Life Of A ChiefThe Integrated Life Of A Chief
Fire Chief
Rotarian / Coach
Op’s Chief
Book Writer
Hire and Fire
Time Away
Retreats
Board ResponsibilitiesBoard Responsibilities
• Set organization direction
• Ensure necessary resources
• Provide oversight
Organization DirectionOrganization Direction
• Engage in strategic thinking and planning
• Set the organization’s mission and vision for the
future
• Establish organizational values
• Approve operational or annual plans
Organization DirectionOrganization Direction
Keys to success
• Mission, Vision, and Values
• Strategic and Financial Planning
• Standards of Cover
• Annual Financial
Provide Necessary ResourcesProvide Necessary Resources
• Hire capable executive leadership
• Ensure adequate financial resources
• Promote positive public image
• Ensure the presence of a capable and responsible
board
Provide Necessary ResourcesProvide Necessary Resources
Keys to success
• Hire right
– Keep short ties
– Review annually
– Promote association involvement
• Watch financial resources
– Adopt accounting best practices
– Review financials monthly
Provide Necessary ResourcesProvide Necessary Resources
Keys to success
• Promote positive public image
– Be close with the news media
– Adopt uniform standards
– Promote pride in the department
• Ensure the presence of a capable and
responsible board
– Be active with your association
– Promote an annual training/retreat
– Attend workshops
Provide OversightProvide Oversight
• Oversee financial management
• Minimize exposure to risk
• Measure progress on strategic plan
• Monitor programs and services
• Provide legal and moral oversight
• Evaluate the CEO and board
Provide OversightProvide Oversight
Keys to success
• Oversee financial management
– Develop checks and balances
– Oversee the process and systems
• Minimize exposure to risk
– Develop a risk management process
• ERM
– Vigilant safety culture
– Continues improvement
– Critical decision making process
– ASAP
Provide OversightProvide Oversight
Keys to success
• Measure progress on strategic plan
– Gantt Chart your action items
– Monthly agenda item
• Monitor programs and services
– Chiefs reports
– Staff reports
Provide OversightProvide Oversight
Keys to success
• Provide legal and moral oversight
– Attorney of record
– SDAO
– Specialist
• Evaluate the CEO and Board
– Strategic goals/objectives/action items
– Use your Gantt chart as an evaluation tool
Board Fiduciary ResponsibilitiesBoard Fiduciary Responsibilities
• Duty of Care
• Duty of Loyalty
• Duty of Obedience
Duty of CareDuty of Care
• Be informed and ask questions
• The duty of care describes the level of
competence that is expected of a board
member and is commonly expressed as the duty
of “care that an ordinary prudent person would
exercise in a like position and under similar
circumstances.”
Duty of CareDuty of Care
• This means that a board member owes the duty
to exercise reasonable care when they make a
decision as a steward of the organization
Duty of CareDuty of Care
Keys to success
• Board Member Expectations
Presents• Physically and Mentally
ProfessionalismSkill, Good Judgement, and Prepared
Conduct• Polite, Respectful, and Appropriate Behavior
Duty of CareDuty of Care
Your sole interest is the best interest of the
Department you are serving
• 1842 Winterbottom v. Wright
“ liability Runs to all that could be responsible”
• 1883 Heaven v. Pender
• 1932 Donoghue v. Stevenson
• 1980 Terlinde v. Neely
South Carolina Supreme Court
“end user”
Duty of LoyaltyDuty of Loyalty
• Show undivided allegiance to the organization’s
welfare
• The duty of loyalty is a standard of faithfulness; a
board member must give undivided allegiance when
making decisions affecting the organization
Duty of LoyaltyDuty of Loyalty
• This means that a board member can never use
information obtained as a member for personal
gain, but must act in the best interest of the
organization
• Board members must comply with the
association’s policies regarding code of conduct
and ethical behavior
Duty of LoyaltyDuty of Loyalty
Keys to success
• Board Member Expectations
1. Best interest of the Fire
District and its public
2. Responsible, Transparent, and
Selfless
3. Confidentiality
4. Avoid conflicts of interest
» Polite, Respectful, and
Appropriate Behavior
Duty of ObedienceDuty of Obedience
• Stay faithful to the organization’s mission
• They are not permitted to act in a way that is
inconsistent with the central goals of the organization
Duty of ObedienceDuty of Obedience
• A basis for this rule lies in the publics’ trust that
the organization will manage donated funds to
fulfill the organization’s mission
Duty of ObedienceDuty of Obedience
Keys to Success
• Obedient to
A. Managing The Risk Of Statutes
B. Regulations
C. Departments
1. Mission
2. Vision
3. Values
Duty of Obedience Duty of Obedience
Keys to success
1. Mission Vision Values
2. Strategic Planning
3. Frequent Quality Communications
4. The Understanding We Are Public
Servants
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Duties and Responsibilities
– Formation Statutes
– Tort 30.260-30.300
– Federal and State Protected Classes
– ORS 192 ORS 297
– ORS 243 ORS 656
– ORS 244 Or-OSHA DEQ
– ORS 279 Ultra Virus
– ORS 294 Personal
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– Tort 30.260-30.300
• 30.265 sole cause / in scope
• 30.265 discretionary immunity
• 30.271 limits liability
• 30.275 limits notice
Civil vs. CriminalCivil vs. Criminal
1. Or. Tort and R/M
A. Driving
1. Intersections/congested traffic
2. Backing
3. Multi-Tasking
4. Speed
B. Civil Rights
C. Policy and Practice
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– Employment Statutes
• Federal title 7 title 42
– 8 protected classes
• ORS 659
– 18 protected classes
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– Contracts
• All contracts
– 6-year tail
– Are we protected ?
• ORS 279 purchasing
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS 192.001- 192.072
• Public Records and Archiving of Public Records.
– ORS 192.210-192.310
• Reports (stand forms, compliance, Distribution,
in English)
– ORS 192. 405
• Safety Investigation Records
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS 192.410-192.448
• Inspection Of Public Records
– ORS 192.515-192.517
• Records of Individual with disability or Mental
Illness
– ORS 192.531-192.541
• Genetic Privacy
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS 192.553-192.571
• Protected Health Information
– ORS 192.583-192.98
• Private Financial Records
– ORS 192.610-192.672
• Public Meeting
– ORS 192.715-192.750
• Uniform Electronic Legal Material Act
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS 192.610 – 192.690
Public Meeting Statutes
• A quorum is a quorum
• Executive sessions
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS 192.800-192.810
• Financial Institution Record Disclosures
– ORS 192.820- 192.842
• Address Confidentiality Program
– ORS 192.990
• Penalties
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS. 243 Public Employee
Rights and Benefits
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS. 244 Government Ethics Statutes
• ORS 244.040 prohibits obtaining financial gain or
avoiding cost.
• ORS 244. 040 applies to private income-producing
activities.
• ORS Chapter 244 addresses conflicts of interest.
• ORS Chapter 244 addresses economic value
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS. 244 Government Ethics Statutes
• ORS 244.177-179 prohibits most forms of
nepotism by public officials
• ORS 192.660 allows, and prescribes limitations for,
a public body to convene executive sessions in
certain circumstances.
• ORS 244.020(12) conflict of interest
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS. 244 Government Ethics Statutes
• ORS 244.130 conflicts must be recorded in official
record
• ORS 244.120(1)(c) must be responded to
• ORS 244.120(2) conflicts must be publicly
announced and refrain from participating
• ORS 244.120(2)(b)(B) what is a quorum
• ORS 244.020(6)(a) what is a gift
• OAR 199-005-0030 (2) gift source identification
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS. 244 Government Ethics Statutes
• ORS 244.025 defines what and how often a public
official can receive gifts
• ORS 244.020(9) economic interest subject to
decision or vote
• ORS 244.020(6)(b) gift exceptions
• ORS 244.020(6)(A) campaign contributions
• ORS 244.020(6)(B) relatives
• ORS 244.020(6)(b)(E) food and beverage
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS. 244 Government Ethics Statutes
• ORS 244.020 (6)(b)(F) food lodging & travel
• ORS 244.0s0(6)(b)(H) what is reasonable when
representing your agency
• ORS 244 on Nepotism
• 192.620 Public meetings Statutes
• Chapter 192.690 do not apply to deliberations of
psychiatric security review
• 192.610(2) closed executive session
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS. 244 Government Ethics Statutes
• ORS 192.660(2)(a) consider certain employment
• ORS 192.660(7) public chance to comment
• Attorney General’s public records meetings
manual page 145 ban on discussing salary
• ORS.192.660(2)(b)&(I)dismissal or disciplining
hearings
• ORS192.660(2)(f) exempt public records
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS. 244 Government Ethics Statutes
• ORS 192.660(6) final decisions
• ORS 244.350 Civil Penalty $5,000
• ORS 244.360 Forfeiture
• ORS 244.350(5) letters of reprimand explanation
or education
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS. 279 Purchasing
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS. 294 Budget
• Live within your budget
• Personal liability
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– ORS. 297 Audit and Finance
Managing The Risk Of StatutesManaging The Risk Of Statutes
• Red Flags
– Regulatory
• Workers Compensation
– 656
– 437
– Federal issues
• OR OSHU
• DEQ
Do The Right ThingDo The Right Thing
• Red Flags
– Ultra Vires
Do The Right ThingDo The Right Thing
• Red Flags
– Personal
• When are you doing District business
Tools for SuccessTools for Success
• Mission, Vision, and Values
• Strategic and Financial Planning
• Standards of Cover
• Annual Financial
Tools for SuccessTools for Success
The Importance of On-Boarding
A public entity’s process to give elected
officials the necessary knowledge, skills,
history and behaviors to be successful – A tour of the department
– Review of the budget
– A copy of all board policies
– A copy of recent and past meeting minutes
– A copy of the strategic plan
– A copy of the standards of cover
Tools for SuccessTools for Success
Difference between Ethics and Morals
Ethics
– Greek word Ethos’ meaning character
• Ethics are defined by others
• A social system
• External
Morals
– Latin word “mos” meaning custom
• A personal belief
• Internal
Tools for Success
Ethics
Tools for Success
Ethics
Ethics
Nepotism
Transparency
Gifts
Financial gain
Conflicts of interest
Safety
Security
Appearance of Fairness
Tools for SuccessTools for Success
• Board Member Expectations
1. Presents
Physically and Mentally
2. Professionalism
Skill, Good Judgement and Prepared
3. Conduct
Polite, Respectful and Appropriate
Behavior
Tools for SuccessTools for Success
Civilians
Get caught doing the right thing, the right way,
at the right time, with the right attitude
Communicate often
We are here to serve
Shine light on it
Tools for SuccessTools for Success
Staff and Firefighters
On-Board
Mission-Vision-Values
Develop careers
Develop skills at all levels
Our Greatest Asset is Our People:
Doing The Right Thing
At The Right Time
In The Right Way
With The Right Attitude
For The Right Reasons