[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.

Governance Committee Meeting

Agenda

Transcript