[0:05] >> Welcome to the Governance Committee meeting on August 6th. [0:08] Do I need to say that again for the purpose of the record? [0:11] Am I good to go? [0:12] We do not have anyone participating remotely today. [0:15] We'll go on to the main item. [0:17] The next order of business will be roll call. [0:20] Madam clerk please call roll call. [0:27] [Roll call] [0:31] >> All present. [0:32] Let the record show that there is a quorum. [0:39] For the purposes of this meeting. [0:40] The next item on the agenda will be public comment. [0:44] This is an opportunity for any member of the public [0:46] to address the Committee on items [0:48] that are not on the agenda. [0:51] Madam clerk is there any public comment? [0:54] >> No comments at this time. [0:57] >> I'm taking a picture of this real quick. [1:00] We we'll move on. [1:03] The agenda review unless there's any objections [1:06] comment we'll consider the agenda today approve. [1:08] Hearing none. [1:09] That shall be the order of. [1:11] We move to consent. [1:12] Only one item on consent. [1:14] The items from the last meeting. [1:17] Madam Clerk is there any public comments on consent agenda? [1:21] >> No comments. [1:23] >> Thank you. [1:24] Now is there a motion to approve the >> So second. [1:30] Those in favor say aye. [1:31] The record shows the motion has been adopted unanimously. [1:34] We'll move to the main event here. [1:37] The regular agenda item. [1:38] We have one item but it's a very important item. [1:40] We're going to talk about administration consideration [1:43] to meet the challenge of a large governing board in 2027. [1:48] Don. [1:49] There you are. [1:50] I was going to defer to you over there. [1:54] >> Thank you. [1:55] Madam chair and fellow directors. [1:58] My apologies I thought we were going [2:00] to be in the dark in August. [2:01] We need some time to put some things together [2:03] to meet with folks to come up with some recommendations today. [2:06] Our agenda and next slide please comment Teresa. [2:10] We'll just spend a few minutes reviewing [2:13] what I think are some action items from the last meeting [2:17] comment which were focused on JPA structure. [2:19] Then we'll talk about not really recommendations, [2:23] they're more like ideas. [2:25] Throwing out ideas perhaps utilizing the committees [2:29] or changing the committees that we [2:31] have to be able to have fewer items on the regular calendar [2:36] for the large board meeting. [2:38] Part of that will be meeting rules as well. [2:41] These are throughout conversation [2:44] I've had with other CaaS as well as general counsel. [2:48] And psycho which the chair and I attended. [2:52] Some other considerations that won't necessarily [2:56] be JPA or by law amendments. [2:58] Just other considerations to move forward. [3:02] I looking for direction in the next steps. [3:05] As we're going through this, you do not [3:07] need to wait till the fifth agenda item to ask questions. [3:11] This is a dialog back and forth to see [3:14] if we can get to a recommendation [3:16] to the larger board this year. [3:18] Next slide, please. [3:20] Just a snapshot of where we are. [3:24] I'll look at the top left there. [3:27] So back in June we met. [3:29] We talked about JPA structure. [3:32] The first half of this discussion, today [3:36] is the second half. [3:38] We confirmed with the governance committee [3:40] that voting issues will be deferred until the new members [3:43] join the board. [3:45] We are less than a year away. [3:48] Then we did have some recommendations. [3:51] I feel like we landed on some action items regarding, [3:55] let's remove the associate members. [3:58] They're there because of the Empire program. [3:59] There's no activity. [4:01] Every time we make an amendment to the JPA [4:03] we contact all members, including the associates. [4:06] I always get a call. [4:08] What is this? [4:10] >> It's confusing. [4:12] >> It is. [4:13] We also have landed on settle on only elected officials [4:17] are going to be board members. [4:19] That can be a JPA amendment that we take back to the larger board [4:22] later this year. [4:23] Then we touched on compensation. [4:25] I think maybe mileage could be a substitute for let's say [4:31] $100 meeting of attendance. [4:33] I think that's something we could take to the larger board [4:37] before we go to an amendment. [4:38] We had a lot of discussion. [4:41] Most of it on the voting. [4:43] Which will be deferred until next year. [4:47] >> One thing, John, like on those items and compensation [4:50] for transportation and so forth. [4:52] What I'd like to do is for this board [4:55] to make a recommendation to the full board. [4:57] So we can have that discussion here. [5:00] We are not having to have a full blown start from scratch [5:05] discussion there. [5:06] That decision has to be made there. [5:08] I'd really like to make so we are making that recommendation. [5:13] >> My thought is, thanks for bringing that up chair, [5:15] my thought is going to be at the end of this that we meet [5:18] in September. [5:19] This group. [5:20] We'll talk about the first meeting and second meeting [5:22] and what we want to do to take it to the board. [5:25] So we'll be doing that in September. [5:27] So staying on the left column there, so board discussion. [5:31] We want to move the discussion from the governance committee [5:35] to the board and we just touched on that and timing. [5:38] To the top right, outreach. [5:40] This is an eight JPA structure, but we just [5:44] started the recruitment for five outreach specialists. [5:47] We have Lisa and we have Gina. [5:49] We have 26 communities to touch. [5:51] We are going to be able to do that with the right staffing [5:54] and we're already starting that recruitment. [5:56] We've already touched many of these expansion communities [5:59] already. [6:00] And then as a reminder, we're ten months away [6:04] from the new folks joining us. [6:06] 11 months. [6:07] Next slide, please. [6:08] I mentioned the ideas that we have for today. [6:13] I talked to two of the larger Kas. [6:15] One was in Los Angeles and another one in the Bay area. [6:20] As well as I talked to the general [6:23] Counsel's office for ideas, as well as [6:26] got some wealth of information from the folks at Sacog as well. [6:30] The next slide, please. [6:32] Let's first there is the first topic [6:36] to address, regarding how to limit maybe [6:41] the number of topics. [6:42] How to make business more efficient with a large board. [6:46] Is the consideration of committees. [6:48] All of you know this, but we've got the wording in there [6:52] that this and committees can be really [6:55] powerful come as you know, that's why we're here today. [6:58] So we do not have to take these issues [6:59] to the board from scratch. [7:01] And go through these long conversations. [7:05] There's two types of committees: The standing committee, [7:10] which this one is. [7:12] Covering finance governance, operations, policy. [7:15] The Brown Act. [7:16] My last comment there was as we grow [7:19] in size as well as the possibility of public comments. [7:24] We could always if there's an item that [7:29] isn't materially changed from the committee, then taken [7:32] to the board. [7:33] We could omit public comment. [7:35] I think as I had a conversation with the chair [7:38] before this, is probably better ways to say [7:40] we'd like to put it in consent. [7:43] >> I'd like to do that. [7:44] Just put it on consent. [7:45] I'm less inclined to disallow public comment. [7:48] The concept is the same. [7:51] And we've already fleshed out the issues [7:53] and had the discussion at the committee level. [7:55] So this is on consent and unless someone [7:58] has a question or concern, then they can pull it [8:00] and we can have that. [8:01] So using that. [8:04] >> So start disallowing public comment comment starts to erode [8:07] transparency and trust. [8:10] >> It is allowed but sometimes -- [8:13] >> We would have allowed public comment at the standing [8:15] committee meeting. [8:16] That's why we're able to. [8:19] >> Yes. [8:20] >> Nobody tracks the committee. [8:22] You could tell by the community that's here to advise us today. [8:28] >> That's right. [8:30] >> Nobody tracks those. [8:31] And oftentimes they only put you're going to get. [8:35] And you know that. [8:38] >> Yes. [8:40] >> Just trying to clarify the record. [8:43] >> Sometimes they are allowed, but doesn't mean [8:45] they're the best practice. [8:46] No worries. [8:48] >> And to the right is the ad hoc committees, we have a few. [8:52] As you know, these are narrow and topic [8:55] and they're temporary are meant to be temporary. [8:57] We have an exception to that. [8:59] That is the industry procurement review committee, [9:02] which is set up as an ad hoc committee. [9:04] The last two years we have renewed it [9:06] at the beginning of the year. [9:08] As director Janet knows that committee as well. [9:12] It's sensitive information. [9:14] It would hurt us being able to close PPAs [9:17] if we're putting that information out in the public. [9:19] I've been talking with the general counsel on other ways [9:23] that we can tighten that up. [9:24] We'll bring those proposals to you later this year. [9:28] >> Okay good. [9:29] >> It's not perceived that this is a recurring committee, [9:33] and it should be Brown acted. [9:35] So we're working with general counsel on that. [9:37] >> Should we say general counsel. [9:40] >> That's David. [9:42] >> That's someone else behind the current. [9:44] >> The wizard behind the curtain. [9:47] >> Firm behind me. [9:49] >> That's right. [9:51] >> The next slide please, Teresa. [9:53] Just a review of our current committees. [9:56] All of you at least have set on some of them [9:59] that's why you're here on the governance. [10:01] The Audit and Finance Committee where [10:03] we oversee the audit, budgets, rates, [10:06] and other significant events, such as prepaid. [10:09] We talked about economic development [10:11] with the Audit and Finance Committee. [10:12] We have an expansion committee, this is ad hoc. [10:16] This is looking at sign on expansion opportunities. [10:19] Get opinions as well as review and impact assessment study [10:22] before it goes to the board. [10:24] We have not met this year, because we put expansion [10:27] on hold until we get through governance issues. [10:30] That is a committee out there. [10:32] I just talked about the energy Procurement Review Committee [10:35] where we focus on power purchase agreements that [10:38] are greater than five years or other power supply events. [10:40] We have today's governance committee, which is Brown acted. [10:43] We have a risk oversight committee [10:45] that's more the staff level. [10:47] We do not have board members on it. [10:49] It's a very important meeting that we have every quarter. [10:51] Looking at compliance with our energy risk management policy [10:54] and voting members on there as myself, [10:57] general counsel, otherwise known as David. [11:00] And Brad our Director of Finance. [11:02] Then the Community Advisory Committee. [11:04] This start we first introduce programs a few years back. [11:09] This committee reports directly to me. [11:13] Currently, we meet about every other month. [11:17] Next slide. [11:18] These are what I'd call proposed changes. [11:23] These are just ideas, I want to get feedback on what works [11:26] and what doesn't work. [11:28] Audit and Finance Committee, I don't see any changes there. [11:31] I think I like the scope there. [11:32] It's brown active. [11:33] The issues we talk about should be [11:35] transparent in a active setting. [11:37] I do not have any proposed changes there. [11:40] I would like to get rid of and terminate the expansion. [11:44] It's not because we're not going to ever expand again. [11:47] I just think the topic -- we could really delete a committee [11:52] and move that scope into the governance committee. [11:57] And then I'd like to form or propose a new committee. [12:02] Which would be the legislative and Regulatory Committee. [12:06] Many CCAs do have one. [12:07] This could be a group that meets 2 to 3 times a year. [12:11] When we bring to you, for instance, [12:14] the legislative and regulatory platform, [12:16] there's a lot of work that goes behind that. [12:19] That I think this committee could [12:22] have value in having insight as well as input into that process. [12:27] And so, height level is there to support the principal strategies [12:32] and priorities of pioneer. [12:36] Legislative and regulatory committee Committee. [12:39] And then the last change I propose [12:42] is I do not want to terminate the Community Advisory [12:46] Committee. [12:47] I know this is public meeting. [12:48] I don't mind saying this. [12:50] The current setup that we have has gone pretty stale. [12:54] It's pretty much 5 to 7 folks show up every couple of months. [12:58] We talk about programs. [13:00] There's not a whole lot of creativity [13:02] right now going on there. [13:03] I think it's just because it's been pretty much [13:06] the same setting, same folks number of years now. [13:11] >> Run out of ideas, I think. [13:13] >> That's fair. [13:15] I'd like to shake this up. [13:18] Make this a community advisory committee [13:21] that's focused on outreach. [13:25] Talking one of the larger CCAs down in Los Angeles, [13:29] they have a community outreach or community advisory committee [13:33] made up of two members from their various regions. [13:37] It's a very large CC a. [13:39] I think for us, we're going to have eight counties. [13:41] I propose having two members, to citizens, [13:45] have to be ratepayers too. [13:49] That would be in each county to focus on outreach. [13:53] Strategic partnerships. [13:55] Again, programs. [13:57] That is part of that discussion. [14:01] And maybe sponsorship opportunities. [14:03] And just give us a feel for what's [14:05] going on there on assistant level and each county. [14:08] This would be brown, I would propose. [14:10] My thought here is in October is our next community [14:14] advisory committee. [14:15] I would form the current group of where we are going with this. [14:19] Then probably by the end of the year [14:22] when we know who the board members are [14:23] going to be from the expansion territories, [14:26] we could start the recruitment process [14:28] to start filling up this committee. [14:31] Idea, just to throw it out there, we can comment later. [14:35] Just a change that I do propose on the community advisory. [14:41] >> So the one thing on the committees is that and I mean [14:46] the risk Oversight Committee and the Community Advisory Committee [14:49] would not have board members on them. [14:52] But as its proposed, there's four committees plus the ad hoc, [14:56] five. [14:57] My only concern there is making sure [15:00] that we have enough people on each committee. [15:02] With Sacog they've really made it through. [15:07] Well, they have land use, transportation, [15:10] and policy and innovation. [15:12] They also have strategic planning. [15:15] They are huge areas. [15:16] They have a bigger board. [15:18] It's like 38 people or some kind of crazy. [15:23] Because my only concern about having more committees is we [15:28] get enough people on them. [15:31] So in the key cog world you only serve on one committee. [15:39] In this world, there may be people [15:43] that have to serve on multiple committees. [15:45] Then it becomes difficult because maybe they [15:48] don't have the time. [15:50] That is my only concern. [15:53] If you have too many -- [15:56] I mean, a board of 27. [15:58] But you have to kind of figure out [16:00] how many you're going to have on each committee. [16:02] If you have too many committees, then you [16:06] run the risk of just not having a quorum. [16:09] >> With 27 you have four staff -- >> There's five committees. [16:17] Five plus an ad hoc. [16:19] Four. [16:20] Four committees and one ad hoc. [16:23] >> Even if you look at five, there's potential for five [16:26] separate people for each committee. [16:28] It's the numbers are there with the expansion. [16:32] >> Yeah. [16:33] >> The advisory committee to me is because you know there's no [16:36] board members. [16:37] I grew up with the three C and their whole . [16:43] That body drove their community investment programs. [16:47] They were way past light bulbs and air conditioners. [16:53] They were doing investment in the communities. [16:55] Doing solar farms. [16:57] Doing a lot of stuff like that. [16:59] That's what was the role of that community advisory. [17:03] The thing is to give that body substantial work. [17:10] To put somebody on a committee and not [17:13] give them something really substantial to do [17:16] will not bode well for the survival of our community. [17:21] >> So the only thing is the community Advisory committee is [17:23] comprised of community members. [17:25] We have to be careful how much authority we give them. [17:28] Because they are not accountable, we are. [17:32] >> So everybody has to understand the role [17:34] of the advisory committee. [17:37] >> So they're not spending money. [17:38] I know we have issues in the city of Auburn [17:41] and advisable council. [17:43] >> Council and what they think is a good idea. [17:45] If you don't get that out there, right from the get go, [17:48] you will get people that think -- [17:50] >> They're going to act as pioneer. [17:53] And that is a concern. [17:56] Because they're driving the bus and you're [17:58] like where in the heck are we taking us? [18:00] We did not sign up to go there. [18:02] That is my only comment with regards [18:04] to the committee membership is to ensure [18:06] that we have enough people who are participating [18:10] on the committees. [18:12] That people don't have to double up unless they want to. [18:15] I know there was a time where you and I were [18:17] on every committee. [18:22] It was like, o, you know, and that becomes a lot. [18:28] And to be cognizant of that. [18:31] >> And through the chair recall that the committee is made up [18:34] of the chairs of the other committees. [18:36] That takes care of part of it. [18:39] You only need to staff two committees. [18:43] >> Audit. [18:49] >> [18:49] [Cross-talk] [18:50] >> I don't know if you've thought about the number [18:52] of folks that you want on the committees. [18:55] You all guys come from boards with five. [18:58] You're probably very comfortable with that. [19:00] And our new members will as well. [19:03] >> Five is fine. [19:04] As long as you can have a quorum. [19:06] What you want to do is run a situation [19:08] where now someone is missing. [19:13] >> That's an easy one to get. [19:15] Usually three out of five you can get. [19:17] There's a flip side to this too. [19:22] Staff to support these. [19:25] >> That's 100%. [19:25] And that's the thing they have to be staff. [19:28] These committees can run on their own. [19:29] I actually see the energy Procurement Committee is in here [19:33] and that's our ad hoc. [19:34] In any event, just food for thought. [19:37] Five people. [19:39] The other thing with the committees [19:40] is that it would be great. [19:42] I do not remember what the time frame was. [19:45] If you took that note from Secog. [19:53] They have a planning session where [19:54] people say I'd like to sit on these committees. [19:56] Everything kind of happens in September. [19:58] They plan and they have a calendar for all the committee [20:02] meetings. [20:03] Everything is all done. [20:04] The planning starts in September and then [20:06] by January the new administration starts. [20:10] New board everything is already mapped out. [20:14] The committee schedule, the board meeting schedule, [20:17] everything is there. [20:20] Maintenance is already budgeted into board meeting. [20:25] Kind of do that one of your reports, [20:26] but budget's always time of year. [20:29] So people can kind of look at what is happening. [20:32] Having that planning. [20:34] See cog does a lot of planning.. [20:40] Their model works pretty darn good. [20:43] >> If you have a board that big that's what you spend your time [20:46] doing. [20:47] >> Yes it's planning. [20:49] >> And it's how you use that board. [20:50] It's a heavy lift. [20:52] >> It's a heavy lift. [20:54] >> 2 or 3 staff. [20:56] >> Absolutely. [20:56] They have a bigger staff sure. [21:01] >> I do not mean to jump around. [21:03] If we're going with the audit and finance at the legend and we [21:07] have the governance committee already and then the industry [21:10] procurement. [21:10] If we and this would help Teresa out a lot. [21:14] I'm not speaking for Teresa, she's here. [21:17] But to schedule these meetings at the beginning. [21:20] >> I agree. [21:21] >> September was really the big planning time. [21:25] Where the chair and the staff got together and said, [21:29] okay, let's look at the committee structure. [21:32] What are these committees going to meet? [21:36] Well they don't meet every single month, not all of them [21:39] meet every month. [21:40] There's some months you don't have to meet. [21:43] Everything is done. [21:44] And then you get your schedule. [21:46] Then the invites go out for the committees. [21:48] And the invites and you know and generate your assigned [21:51] to your committee. [21:52] You already know what the schedule [21:53] is for the meeting for the board and for those committees. [21:55] It makes things a lot easier. [21:57] And the fact that we're going to have to do some of our meetings [22:02] remotely, because we're probably establish a remote office [22:06] at the county seat. [22:09] For each region so it's just always our doing a notice. [22:15] It is almost like we should automatically. [22:18] If somebody says, oh yeah, I'm going to do my remotely, [22:22] we've already noticed it it's already taken care of. [22:24] Just trying to get it into the practice of it for my then [22:29] you're not having to ask every time. [22:31] Are you going to be remote? [22:32] Because it has 27 people. [22:34] If we always have notice that if a board member wants to do that, [22:40] we've already noticed. [22:43] >> Without the board members joining yet, [22:46] maybe an exercise you want to start this fall? [22:49] You know planning. [22:53] >> Planning for the meetings, I think we should. [22:55] We should go through the motion. [22:59] [Cross-talk] We will get together and Don and I can map [23:04] out something and bring it to this committee. [23:06] I think we should. [23:08] We definitely need to do that. [23:09] It is a dry run. [23:13] Yes, absolutely. [23:16] >> Yes, I think the more we present to the new board members [23:20] about this is how we think this could work. [23:24] The better rather than making that up or chasing it as we go. [23:29] The other piece to it that I was thinking about this comet what [23:32] we're calling the governance committee, [23:33] a lot of organizations would call the executive . [24:05] Call me anything late for a dinner. [24:07] I don't care what you name things. [24:09] If it was the executive committee, [24:11] it also opens it up to take on issues that surface immediately. [24:17] Whether if you don't want to form an ad hoc committee [24:20] that I would turn to our council for advice [24:23] on how to articulate that. [24:25] It would open the door for other things as they popped up. [24:31] >> It could be for strategic planning. [24:33] It could fit under the executive committee. [24:35] I think that that is something that we could also [24:40] achieve in committee as well. [24:42] As much as we can get done in committee, the better. [24:45] It doesn't mean you put the strategic plan on consent. [24:49] But I think you can Commonwealth sometimes, I don't. [24:54] >> I'm sure people have. [24:56] >> I think if you can get the work done in the committee [24:59] and then you're presentations -- [25:03] I mean, you know. [25:05] I know Secog does strategic plan as a separate committee. [25:12] Again they are 38. [25:14] We can try it out and if something doesn't work for us, [25:16] we can change. [25:18] >> I think I like the idea of the executive committee [25:23] because clearly things pop >> I think we're talking about is [25:27] actually giving some final decision making authority [25:30] to an executive committee. [25:32] >> I don't know about final decision making. [25:35] We have a board. [25:37] I am not a big fan of having somebody decide [25:41] without consulting the board. [25:45] >> Maybe just the ability to have -- >> Broader scope. [25:48] A broader meeting scope. [25:51] >> A current committee and we could decide. [25:56] >> I think the liberty piece. [25:58] That just dropped out of the sky. [26:01] >> That could be something that you could talk about [26:03] the executive committee and then we could bring it to the full -- [26:07] >> I was thinking for certain contracts that are beyond [26:11] the ccos spending authority, but maybe not super large. [26:15] Maybe some room in there for example. [26:19] >> Executive committee over audit and finance? [26:21] >> Maybe audit and finance. [26:23] >> We could look up policies. [26:25] We could put a policy in place. [26:26] What that could be is something the committee discusses. [26:31] Then decide as we have a board -- >> It have to be approved. [26:37] >> As we go on, I read your presentation. [26:44] >> I've read it too. [26:48] >> There's some important pieces there. [26:51] >> Will let him continue there. [26:52] I got sidelined. [26:55] >> Great ideas kind of sort this out what the next step [26:59] discussion. [27:00] Next slide, please. [27:03] These are other board meeting suggestions. [27:06] Most of these ideas came from doctors office. [27:10] Such as public comment. [27:14] Just makes sense. [27:15] Will have more committees right now [27:18] public comments are not an issue for us. [27:20] Could be as we move forward. [27:22] The suggestion was 1 to 4 requests [27:25] equals four minutes per speaker. [27:27] I've talked to the chair before this comment maybe it's [27:30] just simpler to make it three minutes as a standard. [27:33] And there's a large amount of people. [27:35] >> We could drop it down to two minutes if we have some item. [27:38] I think it's tough to just say we have four [27:41] but someone just said they wanted to do one. [27:44] I like just the generic three minutes. [27:48] If we need to make it to comment because we know [27:52] we have a whole room full of people [27:53] comment we could set that at the time of the meeting [27:55] to save public comment will only be two minutes. [27:59] >> What we do in Rockland, not that we often have public [28:02] comment, but it might be hard to do it remote. [28:06] Maybe there's some electronic way [28:07] when we have people at least when they log in register [28:09] and say, I'd like to make a comment or whatever. [28:12] So we have a rough idea. [28:14] It doesn't prevent someone from last minute [28:16] coming in and making a comment. [28:17] There's always an opportunity. [28:18] At least there's a gauge up front. [28:21] What you're going to get into. [28:24] >> And it's helpful. [28:26] >> It's going to be a whole lot. [28:28] >> A lot of cities who have a large number of public comments [28:31] have started to have 30 minutes of public comment [28:34] at the beginning and then anybody who didn't get [28:37] to comment at the end. [28:40] >> At the end. [28:41] >> Unfortunately we don't have the issue right now. [28:43] If we do not have the procedure in place when they do arise. [28:48] >> I think it's a good beginning. [28:50] >> That's the kind of thing that I think this committee should be [28:53] fleshing out. [28:54] I would say public comment is three minutes. [28:57] If you have a packed room, then maybe two minutes. [29:01] Then we have a policy that says that exactly. [29:05] If we have got some big item on the agenda [29:08] we know is going to warrant a lot of public comment comment [29:11] we can do 30 minutes in the beginning and then do the rest. [29:15] I do not know we might have a situation when that arises. [29:18] We can at least have that in place. [29:20] It's better to have the rule in place [29:22] than trying to make it up on the fly. [29:24] That does not go over well with people. [29:27] >> I've also seen that used in other cities. [29:30] To limit public comment. [29:33] >> I don't want to limit it. [29:37] >> No. [29:37] It's never to limit the public comment. [29:40] It's to ensure that the business of the agency gets done. [29:44] Everybody who gets to and wants to speak has a chance to. [29:48] >> Then you'll be around for three hours. [29:51] >> The reality in my mind is you only invoke that when you need [29:54] to. [29:54] And a normal meeting you're not going to say, only 30 minutes [29:58] public comment. [30:02] [Cross-talk] [30:05] >> It's not on a specific really. [30:08] >> Not that many people come out. [30:10] >> You never know. [30:11] People might start to. [30:13] >> Actually limit the amount of comment on specific items. [30:16] None of my clients do that. [30:18] No we just limit the general. [30:21] >> What I'm hearing is possible on the clock. [30:26] >> We'll do three minutes. [30:28] There's a timer. [30:29] >> A buzzer. [30:32] >> Three minutes. [30:36] [Laughter] [30:39] >> For the board member comments, I think at this point, [30:41] I'm not inclined to put restrictions like that on them. [30:45] Simply because then you have to rely on, did so and so speak? [30:51] We've got 27 people and I don't remember. [30:54] Greg you already talked. [30:55] No comment wasn't me, it was Fred. [30:59] >> You could take this and say let's bring it back. [31:04] The chair can bring it back and if someone's dominating, [31:07] they just don't call that person. [31:09] Susan, we have a Susan. [31:12] Let's let someone else have a turn. [31:16] You simply don't call on Sally. [31:20] I think we can govern that piece of it. [31:24] As opposed to -- >> Not all chairs are. [31:31] >> Or as skilled as we are fortunate to have. [31:34] I've seen people lose that a lot. [31:37] Because they're not willing to insert and run a meeting. [31:40] I don't think we need to do it either. [31:43] I do believe it can be managed. [31:45] We do not know what we're going to get with 27 people. [31:48] We might get and you never know. [31:54] >> It can be a matter of policy, but not -- >> -- [31:59] I don't want to make it a policy. [32:02] >> A matter of procedure. [32:03] A matter of custom. [32:08] >> This is one of those where I'd want it to be a problem [32:10] before I came up with a policy. [32:12] Just because, again, your chair and even members [32:16] can bring it back and say point of order. [32:18] Mr. Chairman. [32:20] I'd really like an opportunity for everyone [32:22] to have something to say. [32:23] We can self-govern that a little bit before you [32:26] try to make someone figure out, you spoke for two minutes [32:30] and you coughed for a minute and a half. [32:32] So your time is up. [32:35] >> Solve a problem that doesn't exist. [32:38] >> On that part, I felt like I think we can govern that [32:43] in-house. [32:44] If it really becomes a problem or we [32:47] have somebody that will not yield, then we talk about it. [32:54] >> Since you participate remotely on occasion, [32:56] how do you feel? [32:58] I think a large part of these people might be remote. [33:01] How does the flow of making sure we include -- [33:04] >> You want to engage people. [33:10] >> Because it's a different. [33:12] >> It's very different. [33:14] >> If you have a lot of people that are zooming in, there has [33:17] to be some changes to the process, [33:19] whether it's raise your hand, do the signal thing that you want [33:23] to speak. [33:24] There needs to be some protocols in there to make that easier. [33:29] Then the other piece is to make sure that everybody [33:32] uses their own technology. [33:35] >> They have to be able to do that. [33:38] >> Can you clarify for me councilor the ability [33:43] to participate remotely. [33:47] I thought we had this conversation [33:49] about you could do it a number of times a year [33:52] and under certain situations. [33:55] >> We were taught the notice. [33:56] If you notice that it's going to be open [33:59] is a seated placer County, if you're going to have [34:03] and it's always notice. [34:05] There's no limit on how many times you participate. [34:07] It's noticed on the agenda. [34:10] >> That's how we do it with Nevada City. [34:13] We posted on the agenda. [34:15] >> It doesn't matter how many times you do it. [34:18] >> And there are other exceptions that would allow [34:21] members to Zoom in without having to post their location. [34:24] That one is specific to Multijurisdictional bodies. [34:29] >> Over 400 miles or something. [34:31] >> There's all sorts of rules about it I think twice a year [34:34] maybe. [34:35] >> It's twice a year and there's a mileage >> There's a just [34:39] cause exception if you're sick or if you're in caregiving [34:41] duties. [34:42] There's a couple different exceptions that would apply. [34:45] >> I got tangled up. [34:47] I was sick and I did notice and I could participate [34:50] because I had just cause. [34:53] >> Yeah. [34:57] >> If you're in Hawaii on vacation, [34:59] that does not fit the just cause. [35:01] >> Unless you are traveling on business to Hawaii for the city. [35:04] Attending National League of cities and it was Hawaii. [35:07] >> If Nevada City was paying for you to go to Hawaii. [35:09] I would have other things. [35:12] >> I participated because I was in Hawaii as city council [35:16] on Zoom. [35:17] And DC as well. [35:20] More for portraits. [35:23] >> I'm good. [35:25] >> We're trying to make it easy for you, Teresa. [35:28] >> That's why we're adding 27 members. [35:32] >> Teresa is going to have help. [35:33] We're going to get her help. [35:36] >> We've got good direction on A and b. [35:40] C and this will be interesting. [35:43] We do follow the Robert's Rules of Order. [35:45] I know the chair is very diligent with those. [35:47] The idea of a parliamentarian. [35:49] This is a procedural advisory. [35:52] It could be general advisor fills that role. [35:54] Could be a board >> General counsel is usually what it is. [35:59] >> Something -- >> Has to -- >> He didn't have a strong board [36:08] chair. [36:09] >> We are committed to continued use of Robert's. [36:13] >> That's what we use. [36:14] There are others. [36:15] Rosenberg's rules. [36:17] We have used Robert's. [36:20] We have not had any problem. [36:23] Who knows what's going to happen. [36:25] >> I work with a lot of clerks and staff. [36:28] In fact, I just had a webinar and presented a webinar [36:31] with two clerks on a managing board. [36:33] They put out the legal aspects of Energy board. [36:38] When did the Brown act and one did [36:40] onboarding and rules of conduct and I did how it really works. [36:45] The relationship part of it. [36:47] The clerks these days are all Rosenberg. [36:50] >> They like it because it is a simplified version. [36:53] It is based on Robert's rules. [36:56] But it is a little simplified. [37:00] Robert's rules is maybe they have 20 different motions [37:06] or what have you. [37:08] Rosenberg's maybe has 14. [37:11] Is just a little simpler. [37:15] Wouldn't you agree, David? [37:19] >> Robert's rules, my understanding, [37:20] is basically created for Parliament. [37:22] It is really more focused on very large assemblies. [37:26] It is highly complicated. [37:29] Rosenberg was a revision for California. [37:36] >> The city of Auburn just adopted Rosenberg. [37:38] I know Robert, so I don't care. [37:42] >> It's a pain. [37:44] >> Technically, we have adopted Robert's. [37:48] >> Our attorney, when he came on, we switched over. [37:52] >> For me we use Rosenberg. [37:54] >> We haven't noticed any different thing. [38:00] >> It's rare that a body is going to get into the weeds [38:02] of parliamentary procedure. [38:03] I know when I was Soroptimist and I [38:05] would go to the conventions, we would not [38:07] dip into that Robert's rules. [38:09] I was like, that door over there I [38:11] didn't even know it >> Where he said [38:16] on board it has two experts. [38:17] >> I know. [38:18] We had this parliamentarian who was like beehive. [38:22] She was there. [38:24] She set up there with the international president. [38:27] Out of order! [38:28] I promise not to do that. [38:31] In any event. [38:36] >> So something we will keep with the possible change [38:40] in the rule of order, but not for now. [38:42] Code of conduct, civility rules, these are guidelines. [38:47] I do believe with some of our expansion members [38:49] I met a few potential board members already. [38:53] I think some sort of guidelines put in place before they join. [38:57] I'm not going to name names to protect the guilty. [38:59] There are some guidelines I'd like to put in there. [39:05] [Cross-talk] [39:05] >> They make El Dorado look like -- [39:08] >> Especially when you talk about the public and board [39:13] members. [39:13] Board members should not be talking to the media. [39:16] Your chair is your spokesperson with your CEO and Janet [39:20] and so forth. [39:21] That's where the communication comes. [39:23] It's not the chair on her own. [39:26] After Gina provides comments or what have you. [39:29] I think that is really important. [39:31] I think we'll need to include that in our board orientation. [39:35] That if media is calling about a minor issue, [39:38] they need to defer to the CEO or what have you. [39:43] We have to have a process. [39:44] We do not need them out there providing incorrect information. [39:49] Then we are doing crisis communication. [39:52] That is no fun. [39:54] >> We have a handbook and rock and for all new council members [39:59] and all committee members. [40:00] And the airport we've got a handbook. [40:03] I think it's good to have something. [40:05] It can be brief but laying everything out. [40:08] So that we're on the same page and they [40:10] understand what the rule is. [40:11] What the processes are. [40:14] >> And we're going to talk about the other issues [40:16] and the orientation. [40:17] The orientation is really important. [40:19] We will get to that. [40:22] >> That's great to hear on that. [40:24] >> Absolutely. [40:26] >> As we've talked about there's 100% chance we're going to have [40:29] a teleconferencing as part of our board meeting. [40:32] Due to the geographic size comment Mr. Ponce and others. [40:36] We're going to have to work with those communities [40:38] to find those central locations. [40:41] Get the proper posting. [40:43] I think community outreach specialists [40:45] that we're going to have that are assigned [40:47] to certain territories, they'll be part of that process too. [40:53] >> Will stay connected to those areas? [40:57] >> Yes. [40:58] >> Conduit for information. [41:00] >> They become an expert in that area. [41:03] Yeah. [41:04] 100% agree. [41:06] >> Great feedback on this one. [41:08] These are other issues. [41:11] These are not necessarily bylaws or JPA amendment action [41:16] items out of this. [41:17] This is sort of my safety net for other ideas [41:21] that didn't quite fit in the other slides. [41:23] A lot of this came from our conversations with secog. [41:28] Just talking about board orientation. [41:32] Like at the end of this calendar year, we [41:35] need to know who the new board members are going to be. [41:38] Then the first six months of next year, staff and myself [41:41] are going to be very busy meeting these folks. [41:45] >> They can check in on meetings and listen and wander and see [41:48] how things go. [41:51] >> But board orientation, not just for our new onboarding. [41:55] The new jurisdictions. [41:58] What Sacog does and Don and I like this idea [42:01] is that after each election and twice during a four year term, [42:05] you have a board orientation. [42:07] Where maybe you're meeting three times before our board meeting [42:12] maybe there's an hour meeting before that for an orientation. [42:16] So after they've been newly appointed, this is what it is. [42:21] They don't do it every year. [42:22] Generally with the elections and so forth and people turn. [42:26] So that's a really great idea that we learned. [42:30] So that's like every other year. [42:33] Then they do the off site retreats, which we've done. [42:36] We visited geysers and there's a trip Diablo.. [42:40] Maybe doing those every other year. [42:45] Because we're going to be so big. [42:47] There we're not doing them maybe to do an off site [42:49] retreat, which really be your strategic planning session. [42:53] Maybe a half day kind of thing. [42:55] Where we can talk about. [42:57] Maybe it's every other year. [42:59] So we're not doing it every year and we're not planning [43:02] trips every year either. [43:04] We are limited in the number of staff that we have. [43:08] Those are big things. [43:10] Trips and off site retreats. [43:12] It works well with Sacog to frog jump those. [43:16] Whatever you want to call it. [43:18] Then we do not have to plan a trip every year to Caiso. [43:22] Maybe it's whatever. [43:24] I like that idea. [43:27] >> I want to talk about board orientation. [43:29] I did not get much. [43:34] >> I apologize. [43:36] >> We already knew >> I knew a lot. [43:40] A lot of people come on board do not. [43:41] There are two parts to it. [43:45] There is a governance model. [43:48] What's expected of me as a board member. [43:50] Showing up in how we operate as a board. [43:52] This is one of the more technical fields of work [43:56] that anybody is going to have governance over. [43:59] And not have a clue about how this really works. [44:03] Then I brought that with me. [44:06] So it wasn't a problem. [44:08] I also knew that if I had a question [44:10] I could just call you up and ask. [44:12] How do we ground people in what it is that happens here [44:18] and how it happens? [44:20] It is a big deal. [44:22] It is complicated. [44:23] You're asking people to run $222 million budgets. [44:29] You know, with all due respect, and I [44:35] like this organization a lot. [44:37] But it's just a given that we understand it. [44:42] And I watch and not everybody does. [44:44] But none of us want to look like we don't. [44:48] It is its own kind of trap, but it happens. [44:51] I'm just really curious about how we bring people [44:55] on to the technical side. [44:57] Where the Goldilocks piece is. [45:01] Needing enough to know what you're [45:03] doing to make good decisions. [45:04] That's what we are here to do. [45:06] Do I have the information I need to feel confident I'm [45:09] making the right decision. [45:11] >> Do you don't want to spend too much time during the board [45:13] meeting -- >> Trying to learn it. [45:16] >> To try to learn it. [45:18] >> That's where the board orientation really needs to be. [45:21] That needs to be fleshed out, so you get a packet. [45:25] Sacog is very similar in that respect. [45:27] Sacramento Area Council of Governance. [45:30] Transportation where we've got federal dollars [45:32] state dollars, Megaregion. [45:34] It is complicated. [45:37] You're in there and you're like, what might [45:39] the LG F and the F and this. [45:42] How does this tie to this and what [45:44] about my plastic hand transportation? [45:46] They actually did this onboarding. [45:48] Sort of every other year when the new members come on. [45:51] Where we'd go for an hour or 2 or 3 for the meeting [45:55] and they do the workshops with us to bring us up [45:57] to speed on what does Sacog do. [45:59] How does that interface with you. [46:01] What are the terms and what are the funding sources? [46:03] What do you do as a member? [46:05] It was very helpful. [46:07] Yes, you are asked and I've got to fund $3.2 million [46:14] to woodland for what? [46:17] That really has to be in the board orientation materials. [46:22] We have to have that structured. [46:26] I think Don will also try to get out [46:29] to meet with people individually. [46:31] I know that's the other thing that Sacog tries to do. [46:35] To have an actual orientation with new members. [46:38] They can kind of ask questions ask and say, do you get this? [46:43] >> I was going to say, as the newest member of the board, [46:46] I've gone through this recently. [46:48] Do you have Don and Gina come out [46:50] and do that one on one meeting before I started. [46:52] It is intimidating. [46:54] Knowing nothing about the industry before I [46:57] sat on this board. [46:58] All the terminology like you were saying. [47:02] It's not just for the information [47:05] to be an actual functioning member of the board, [47:07] but also for buy in. [47:09] If you're overwhelmed you're going [47:10] to check out not participate. [47:11] This is going to be paramount with all these new members, [47:15] because I know it was for me. [47:17] Just having an understanding of what I'm getting myself into [47:20] and what's expected. [47:21] I think that's going to be paramount of importance [47:25] in this expansion. [47:27] >> That's going to be one of your biggest projects and most [47:29] important. [47:29] You're 100% right that people need to know what they're doing. [47:35] >> Don, you're really good at sharing the information [47:37] in a consumable manner. [47:39] I came out of aviation and airports [47:42] and I can out acronym anybody. [47:45] It does not matter if I'm not communicating. [47:48] Particularly when it comes to Orientating and educating [47:52] people that are not familiar with the field [47:54] and then asking them to make a decision. [47:55] You probably saw my head turn inside out [47:58] when we were doing the bonds. [48:01] I wasn't going to touch that until I understood it. [48:06] That's a big deal. [48:07] It was a spectacular success. [48:10] We're now owned by Google, is that right? [48:15] >> Not quite. [48:18] >> A stock of. [48:20] >> Yes. [48:22] >> Where do I sign up for that? [48:24] >> How many of my colleagues had to decline to participate. [48:30] [Laughter] [48:31] >> You do that, that's part of the deal. [48:33] All you guys are pretty good at that. [48:35] It has to be done in a way we understand. [48:38] >> This past year, we haven't had any change in board members. [48:42] The airport we had a few. [48:45] >> We will in the next year. [48:47] >> Is director Carter pointed out, [48:48] I did more one on ones with director Pearl and And director [49:01] Parlin. [49:01] So we're going to go through this. -- [49:05] current members are going to be attending as well. [49:08] Maybe that's something also to think about with current [49:11] members, as well as the -- >> You can invite them and they can [49:16] come early. [49:16] You're 100% right. [49:18] And people need to feel comfortable and the subject [49:20] matter isn't necessarily -- >> -- [49:24] the best of people that are here. [49:27] >> And people ask questions when they understand. [49:33] >> I've seen that. [49:34] I've seen that on this board. [49:35] I've seen people that have learned. [49:38] >> 100%. [49:39] From time to time to workshop a topic. [49:42] If it's really tough one or really detailed one, that we [49:46] take this time and go through it. [49:49] Let people answer questions and stuff. [49:51] I would have benefited from that greatly with the finance. [50:04] -- workshop this because there's something that might be coming [50:07] forward at some point and you want to have some education [50:10] on it. [50:10] There's no action, and it's a workshop [50:13] you have planned speaker. [50:14] And you look at our agenda and we fine tuning things [50:17] so that you know things are fleshed out in committee. [50:19] There's more things on consent and really [50:20] we only have two comment maybe 1 to 3 significant issues [50:24] on each agenda. [50:25] Probably just 1 to 2. [50:28] Where we know we're going to engage and have discussion. [50:30] That makes us successful so we're not here forever. [50:33] So people want to be able to get out. [50:35] So oftentimes what we have to have now [50:37] is we have to cut things off or move them. [50:42] >> The other piece of that is making it okay for people to ask [50:45] questions. [50:45] Making it okay for them to ask questions before the meeting. [50:49] It is. [50:50] I know it is because I've done it many times. [50:53] I don't think people understand that when [50:55] you get something dropped on you and you don't understand comment [50:58] you call up Don and he'll help you understand it. [51:00] That needs to be known and really understood [51:03] as a mechanism. [51:04] Frankly, I just went through this [51:08] with a mayor who was terrified of looking stupid and public. [51:11] >> I'm not terrified of that. [51:14] >> I do it all the time. [51:16] >> But it locks people up. [51:18] It locks them up. [51:19] And they don't want to and they check out and stuff. [51:24] >> That's something we can actually start in September. [51:26] After the agenda goes out comment [51:29] we'll send an email to the board and anybody that wants to chat. [51:33] >> An invitation. [51:36] [Cross-talk] [51:41] >> For 27, that makes it hard for Don to meet with. [51:44] >> Doesn't have to be Don? [51:49] [Cross-talk] [51:52] >> The one thing we want to be careful is when we're 27 strong, [51:54] everything has got to go through Don. [51:57] We cannot have people -- we have to be careful if we're bothering [52:04] Sam every five minutes or Jean every five minutes. [52:07] Like with our city, you don't get [52:10] to tell public works to go paint that curb red, [52:13] you have to talk to the city manager. [52:18] >> Talk about the hourglass theory. [52:21] We go to the middle manager and then you go to staff. [52:26] >> As we are so large, it's something we have to keep [52:31] in mind, also, because what happens when Sam hears from [52:36] three people that have said to do X y and z. [52:39] The board itself has not taken that up. [52:42] So Sam's like well, I don't >> That's [52:45] where expectations on the board members [52:47] need to be clear from the beginning. [52:49] >> That is right. [52:52] >> What is your role on this. [52:54] >> You're telling staff what to do. [52:56] >> That would be in the code of conduct. [53:00] >> That's an important part because people just think, [53:03] I'm just going to call Gina and tell her to do this. [53:07] Jean is going to say, she wants to do it because she's [53:10] trying to be helpful. [53:13] >> Jean is really good. [53:16] >> Jean is very good. [53:18] >> She's going to say, have you spoken to Don about this? [53:22] >> That's how you do it. [53:24] >> We should not put her in the position. [53:26] That's my point. [53:27] Gina can handle it. [53:29] I'm just using it as an example. [53:34] I don't want, and, and it makes it hard. [53:37] I don't want to put people in uncomfortable positions. [53:41] >> I think fantastic feedback on board engagement. [53:43] We touched on planning already. [53:45] We will start this year on planning committees. [53:48] Will have to go back to what committees come up [53:52] but we'll do that in a moment. [53:54] >> Executive Committee versus governance, [53:55] otherwise I think you're good. [53:58] >> Board assignments. [53:59] We did cover that already. [54:01] I do not remember, chair, I apologize for asking a question. [54:07] I don't remember if they get regions [54:10] involved in the committees or is it just pretty much open? [54:14] >> What they do is they ask people to sign up. [54:17] You get to put your wish list together, [54:20] which committees would you be on. [54:22] Would you like to be in a chair or vice chair position? [54:25] Then the chair and the incoming chair and the CEO [54:28] get together and talk about strategy. [54:31] Okay comet we want to make sure El Dorado County is on here. [54:36] We don't want all El Dorado County and the city. [54:40] But you have the chair that's very engaged [54:42] with the CEO on that and assigning those committees. [54:45] There may be situations, and I did this one year, [54:49] or asked some of you, would you be willing to throw X committee? [54:53] Because we need to have representation from a [54:57] [Laughter] [54:58] >> That did not feel like a request. [55:01] >> I might resemble that. [55:03] [Laughter] I might have done that. [55:06] That was really for the purpose of getting that regional buy in [55:10] and so forth. [55:11] The chair and CEO will kind of work on that. [55:13] Allow people to say, I haven't expressed interest. [55:16] I don't want to be on whatever committee. [55:19] But I really strongly feel about this. [55:22] And then it's not the CEO that's having to make the decision. [55:28] >> I think Sacog everybody serves on it. [55:30] >> I think everybody has to serve on a committee. [55:33] Yes, we do. [55:35] >> At maybe you list a committee and you pick your top two. [55:39] Your one and two. [55:41] And then between the chair and the executive. [55:45] >> To be on a committee. [55:47] >> There might be where -- [55:51] I think it would be important, John, [55:53] as to get some of the documentation Eric said. [55:56] I think he was going to forward you some things. [55:59] >> I haven't received it yet. [56:02] >> He's on vacation. [56:03] It would be good to get some of the documents [56:05] that they use when they solicit input for committee assignments [56:09] and things. [56:17] >> (Indistinct) [56:20] >> So if you have on the Finance Committee Placer County [56:23] and every single city in Placer County has wanted to be on that. [56:27] Then you've got to divide it up. [56:29] That will be a chair and you can Blame it [56:33] on the chair and the CEO. [56:36] >> In the cities it's the only power the mayor has. [56:40] >> The mayor assigns the committee. [56:43] >> People get to say and they get to -- [56:48] >> Those >> You want buy in. [56:53] >> The last item was from Sacog where they go through their own [56:57] expectations, for instance limiting presentations to ten [57:00] minutes or less. [57:02] >> Yes. [57:03] >> I felt that one today. [57:06] >> I teach that one, ten slides and ten minutes. [57:09] You already wrote a staff report. [57:11] If you can't do it in ten slides in ten minutes, [57:15] it's the Albert Einstein permit you need to reread it. [57:18] If you can't explain it simply, you [57:20] don't understand it well enough. [57:22] >> That puts the onus on the board members to do [57:24] their homework, because I think sometimes the pioneer we get [57:27] spoiled, because sometimes the presentations are so detailed [57:29] that you don't have to read the staff report [57:31] because you're going to get all that information [57:33] and the presentation. [57:34] It takes 40 minutes. [57:36] We won't be able to do that when we are so large. [57:43] Having some boundaries and limitations on how long [57:48] a presentation can be. [57:50] Like Placer County planning Transportation Agency, [57:55] the rule is six minute. [57:58] No presentation can go over six minutes, [58:00] unless you have permission from the Executive officer. [58:04] >> My experience is that staff is very good at that level [58:07] of communication between the staff report [58:10] and the presentation. [58:11] I get what I need if I understand it. [58:13] I get what I need. [58:16] It needs consultants. [58:17] You always find that the consultants. [58:20] >> That they go over. [58:21] >> Yeah. [58:23] >> We can also tell them and it also becomes incumbent on staff [58:28] to say, any presentation is ten minutes and ten slides comment [58:33] that is it. [58:35] Unless you have and there's some special reason like rates. [58:38] Maybe we don't permit generally speaking. [58:47] >> And speaking -- and someone puts a spreadsheet and I say I [58:52] can't read this. [58:54] You never use a slide and you can't read. [58:58] You present the data really clearly. [59:00] Which is a shortcoming that many consultants have. [59:06] >> That's great feedback. [59:08] Also we've got a lot of new staff [59:09] and we're going to have more staff. [59:11] New staff coming in. [59:12] I think the staff reports as mentioned are [59:15] going to be more relied upon if we limit the presentations. [59:18] We need to be a little more uniformed. [59:22] We're really good right now on covering certain categories [59:25] and trying to be as consistent as possible. [59:28] I think there's some cleanup there for all of us [59:31] internally to maybe do some training on staff reports. [59:35] So that we're all writing in the same manner. [59:38] That's something that we will do internally. [59:40] So the next slide. [59:43] Great discussion. [59:44] The recap here is that we talked about committees. [59:47] I think I got good direction on number two. [59:52] Good direction on number three. [59:54] I think there's a few open items I'd [59:56] like to close with this group on number one on committees. [59:59] Then the last slide would be the next steps. [1:00:05] I was talking with general counsel earlier [1:00:09] and I do want to hear the pins of the group here. [1:00:14] I don't think maybe it's best to give this presentation [1:00:17] to the larger board. [1:00:18] I think it would be more of what's [1:00:20] the recommendation from the governance committee. [1:00:23] Then David and I draft out what those bylaws changes [1:00:26] are going to be. [1:00:28] What the JPA amendments are going to be. [1:00:31] >> I agree. [1:00:31] Let us do the work. [1:00:34] >> What you're proposing and cleaning up and then get it [1:00:37] to the board. [1:00:39] >> Almost Modeling and what we're opposing these boards [1:00:49] to have in the board kind of modeling for you. -- [1:00:52] and the full board. [1:00:56] >> So my thought is then that once we have direction here [1:00:59] today, we convene with the governance committee sometime [1:01:02] in September, October with the idea. [1:01:05] If there's JPA amendments, if there's a 30 day wait. [1:01:08] Presented the board and vote on it. [1:01:11] As well as changes to the bylaws, [1:01:13] which don't require the 30 day limit. [1:01:15] With that, Theresa, if we go back to the proposed changes [1:01:20] committees. [1:01:21] That was probably the one slide. [1:01:23] That one. [1:01:24] One slide maybe we get more clear direction on. [1:01:30] I heard governance committee could be executive committee. [1:01:34] Could take on legislative and regulatory duties. [1:01:38] Maybe just clarify that. [1:01:43] >> I think really what it was governance committee becomes [1:01:46] the executive committee. [1:01:47] I think we're having separate legislative and regulatory [1:01:51] review committee, because the Energy procurement permit [1:01:54] I was getting confused, it's an ad hoc. [1:01:57] It's just changing the name of the governance committee. [1:02:00] To be honest with you, the Risk Oversight Committee [1:02:04] is not really a committee, because it's staff. [1:02:07] I don't think it should be a committee. [1:02:09] Because that's just an internal thing. [1:02:13] I would take that out of the committee's. [1:02:15] The community advisory committee, [1:02:18] you're going to rename that. [1:02:20] I think you have board committees. [1:02:22] You have a category for board committees [1:02:24] and then you have the community advisory committee. [1:02:27] So when you present that it's very clear. [1:02:30] You do not get to join the Community advisory committee. [1:02:33] That's only for the public. [1:02:35] And then the risk oversight, I would even put it on there, [1:02:39] because it's really staff. [1:02:40] You guys, it's not brown acted. [1:02:42] It doesn't have to be. [1:02:44] Because you guys are just staff. [1:02:46] >> I know you're doing it. [1:02:47] It's separate from this. [1:02:50] >> You call it that committee for your internal purposes. [1:02:54] It's something the board doesn't need to know you have. [1:02:57] Give departments and offices all kinds of things. [1:02:59] I don't know all what they are. [1:03:00] Whatever works for you. [1:03:02] But I think the other committee's comment, [1:03:04] I think we're all okay with them. [1:03:07] What will come down to, and we get together with this, [1:03:12] is to figure out when these committees meet. [1:03:15] The committee doesn't need to meet every month. [1:03:18] They need to meet during the season. [1:03:20] That's really when it's important. [1:03:22] Particularly when positions aren't needed [1:03:25] and things like that. [1:03:26] The committee should perhaps be developing some policies [1:03:30] on when pioneer can take support on bills without having [1:03:34] to come to the full board. [1:03:36] There's some work there with staff. [1:03:39] Staff would draft that language and that would come up [1:03:42] through that committee, the legislative priorities. [1:03:45] Then the full board and then we're not [1:03:47] having to discuss some of the legislation [1:03:49] because it meets the criteria for that [1:03:52] allows us to take a more active role immediately. [1:03:55] So much so often it takes too long to have a meeting. [1:04:00] We want to support a piece of legislation. [1:04:04] >> Then what it needs is a charter that establishes what [1:04:07] gets approved there. [1:04:09] >> For like I said for legislative review committee [1:04:13] if I'm in the committee one of my charges is to staff [1:04:16] to develop priorities for each year. [1:04:17] We're going to consider that before the legislative session. [1:04:20] That board will adopt them then you go forward. [1:04:25] That would go through that committee [1:04:28] coming versus the whole board. [1:04:30] So as far as workload is concerned [1:04:34] and trying to figure out. [1:04:36] We've got a lot of learning. [1:04:38] For sure. [1:04:40] >> Ultimately three board? [1:04:42] >> Audit and committee come allege and executive committee. [1:04:46] Then you have an ad hoc which is energy procurement, which [1:04:50] means we're not going to have a meeting schedule for, [1:04:54] because it's a special kind of thing. [1:04:58] We cannot have a standing time when it meets ad hoc. [1:05:01] It's not only Brown Act but it's not a standard time. [1:05:06] >> You have latitude for ad hoc to not be brown at committees. [1:05:10] Not all councils do. [1:05:13] >> There's an exception for what we call ad hoc. [1:05:16] The word ad hoc does not appear in the Brown Act. [1:05:19] A board that doesn't have continuing subject managers -- [1:05:24] formal action and is advisory and composed of solely less than [1:05:29] a quorum. [1:05:29] The Brown act doesn't apply to. [1:05:31] We're trying to keep within that framework. [1:05:37] >> A couple of different interpretations. [1:05:39] I'm fine with that. [1:05:42] >> I'm like how can I do that in Grass Valley. [1:05:46] The committees how would we and all the board members? [1:05:52] >> What I'd recommend is in our next meeting I think you come [1:05:56] back and say, these are the committees that we're going [1:05:58] to propose. [1:05:59] Audit and finance, this is what their role is. [1:06:01] Ledge and Reg and this is what this role [1:06:03] is and would include in the role the development [1:06:05] of legislative priorities. [1:06:06] And then the executive committee. [1:06:09] Then we have an ad hoc committee. [1:06:11] Which is energy procurement that is as needed. [1:06:15] Then each committee should have their whatever their mission [1:06:18] or whatever their scope. [1:06:21] Really define scope. [1:06:23] Then we'll ask folks to sign up for which committees [1:06:26] they would like to serve in. [1:06:28] Then we will put together that actual list. [1:06:33] Like everything happens in September with Sacog . [1:06:40] And that kind of happens October or September. [1:06:43] Before the New year. [1:06:44] The January meeting. [1:06:46] The problem is if you have new people they [1:06:48] have to be assigned to those committees to [1:06:50] and you don't know until that January. [1:06:55] What you can do is we need to flesh it more out in Sacog. [1:07:01] >> We need to do a strong diagram of the number [1:07:03] of positions on each committee without assigning. [1:07:08] >> You would have with a scope is and how many members. [1:07:11] Up to whatever. [1:07:12] >> You could even plug in the region if you want to distribute [1:07:16] representation across a committee. [1:07:21] Two spots from this or that county. [1:07:25] >> I think I would let the chair and the CEO work on all. [1:07:29] It gets so soupy. [1:07:32] >> It's like did you sign up for that? [1:07:34] I think going in what Sacog does is it gives people [1:07:39] the opportunity to say this is what interests me and I'd like [1:07:41] to serve in this committee. [1:07:42] I'd like to be in a leadership and I'd [1:07:45] like to sign up for leadership. [1:07:47] That's where the sausage is made. [1:07:50] Like how many people do we have. [1:07:51] We really should have every region represented. [1:07:56] >> Folks are coming in July. [1:07:59] >> Yes. [1:07:59] Then we're going to have new people come [1:08:01] in January this year. [1:08:02] Because of term limits. [1:08:04] I am assuming. [1:08:07] Not much. [1:08:10] >> Because they've got new people. [1:08:12] >> Yeah, they do. [1:08:13] They have to be plugged in somewhere. [1:08:19] >> Maybe we don't ask new people to serve on any boards. [1:08:22] Gives them six months run up. [1:08:23] They start July. [1:08:25] >> July folks it would just be that. [1:08:27] Whatever we start the process and whether it be that time. [1:08:30] If we start the process in September or October, [1:08:33] that's when they would do it. [1:08:34] I would not plug them in. [1:08:36] >> They wouldn't be on boards until 2027. [1:08:39] >> They're probably like I've gone to this one meeting now. [1:08:42] We don't want to scare them away. [1:08:46] [Cross-talk] [1:08:49] >> That's what I'm saying. [1:08:50] We use this as an opportunity. [1:08:53] Let's just nail down with Sacog. [1:08:55] I'll try to remember to ask Eric also [1:08:59] about exactly when people are volunteering for the committees. [1:09:04] It really works. [1:09:05] If it works somewhere else, it can work here. [1:09:09] >> Yes and no. [1:09:11] >> That is true. [1:09:14] >> The similar complexity there. [1:09:16] >> No complexity. [1:09:17] Do you have enough on that committee, dot, [1:09:20] do you need more? [1:09:21] We just take off the risk oversight. [1:09:25] Really advisory is a separate that no board members [1:09:27] are on that. [1:09:30] >> I just want to touch on something you said. [1:09:32] We're really going to learn our way into this. [1:09:35] The important thing and when you do that is to stay open. [1:09:38] Stay open to it. [1:09:40] People get nervous. [1:09:41] We all get anxious about what we don't know. [1:09:45] And as it unfolds and we do take that right [1:09:49] and see what wants to happen. [1:09:51] It's all emergent it's all complexity. [1:09:53] Let it need to be what it needs to be and monitor it as it goes. [1:09:57] It's not something that many boards are good at. [1:10:01] Because it requires you to let go of controls and stuff. [1:10:06] >> Don't look at me. (Laughs) I am joking. [1:10:12] >> I could have but I didn't. [1:10:14] >> It's important that you be nimble. [1:10:15] That's 100%. [1:10:16] We are going to have to be nimble and adjust. [1:10:20] We are doubling, more than doubling. [1:10:23] There's going to be some growth and growing pains. [1:10:26] Just recognizing that off the bat is really important. [1:10:29] We may have a plan. [1:10:32] We may find out that was a bad plan. [1:10:35] What were we thinking? [1:10:37] What were we thinking? [1:10:40] >> We're willing to do that. [1:10:42] We will be okay. [1:10:44] >> Any other ideas? [1:10:47] Did we cover most? [1:10:49] >> I think so. [1:10:50] Does staff need anything else from us? [1:10:54] >> Most important question I have, Teresa, [1:10:55] are you going to talk to me tomorrow? [1:11:00] [Laughter] Are you a little overwhelmed? [1:11:04] >> Feel free to comment. [1:11:06] >> That's how you want us to do it? [1:11:10] >> Just one thing goes to another question. [1:11:14] >> It is challenging. [1:11:17] We will adapt. [1:11:18] We will be nimble. [1:11:20] Giving ourselves grace is important. [1:11:23] That we may have thought something was going to work. [1:11:27] You know what, oh wow. [1:11:32] >> There's a difference between adapting and adaptation. [1:11:35] Adapting is getting used to something. [1:11:38] Adaptation is evolving. [1:11:41] >> There you go. [1:11:42] >> That's where we are with this organization. [1:11:44] >> Adaptation, you are right. [1:11:46] Good point. [1:11:49] >> Thank you all. [1:11:50] >> Do we have any other business before us? [1:11:52] Let me check the agenda. [1:11:54] Just the CEO's report. [1:11:57] >> Just really quick. [1:11:59] I believe September we will be in our new building [1:12:02] for the boardroom. [1:12:04] >> We need to go look at the space. [1:12:06] >> That is moving along. [1:12:08] The furniture is in a paddle boat [1:12:10] somewhere from South America. [1:12:12] We should have it hopefully. [1:12:15] >> We're hoping July. [1:12:17] >> It has been a little slow. [1:12:22] [Laughter] [1:12:24] >> Oh my gosh. [1:12:25] A giant line. [1:12:26] It got hit by a drone. [1:12:29] The pirates got it. [1:12:33] [Laughter] [1:12:35] >> We have signed an NDA with Liberty Utilities. [1:12:37] We're waiting to get back the information [1:12:39] that we requested to be able to run a financial impact [1:12:42] assessment study. [1:12:43] It sounds like Lake Tahoe is not dead. [1:12:45] We are still moving forward on that to see what it looks like. [1:12:49] >> What is the timeline on that? [1:12:52] >> For South Lake Tahoe? [1:12:53] >> Yeah. [1:12:55] >> My goal is everything worked out come we can file [1:12:57] an implementation plan by the end of the year and be ready [1:13:00] for 2028 to serve Lake Tahoe. [1:13:04] So they're trying to time it when the new transmission [1:13:07] line goes online. [1:13:08] That looks like December 27th. [1:13:10] That actually works right now. [1:13:13] That could change. [1:13:14] It initially start off with May 2027.