What is the job of the IVGID Board of Trustees? I’ve raised
this question before and am raising it again because the answer does not seem
to be clear to many residents and at least some Trustees.
To reiterate, the Board is not a legislature or a town
council or a board of supervisors, it is a board of TRUSTEES. To quote from an
earlier column, the Trustees are not elected by constituencies – all Trustees
are voted on by the entire village and are charged with holding the assets of
the District in trust. A Trustee is “a…person to whom property is legally
committed to be administered for the benefit of a beneficiary.” We, the
residents of the District, are the beneficiaries, and the Trustees serve as
stewards – they manage our common property and interests for the benefit of all
of us and are charged with maintaining and increasing the value of those
properties and interests.
The job of the Board is governance, not management. Governance
can be said to be representing the owners, of an institution. Governance
represents the will of these owners and consists of a governing body that
oversees the overall function of the institution. The governing body appoints management personnel, whom are given the power
to administer the organization. Governance can be said to set the right policy
and procedures for ensuring that things are done in a proper way. Management is
about doing things in the proper way.
Under the Policy
Governance Model, which is one of the most widely applied and respected models
in use in the non-profit and government sectors, the job of the Board is to set
policy, hire a chief executive, ensure that that person is clear on the Board’s
policies and results expectation, and then leave the executive to manage the achievement
of those results within the limits of the policies. In IVGID, that executive is
the General Manager.
In 1984 the IVGID Board passed a resolution (number 1480)
that set general personnel policies and objectives for the District. Consistent
with Policy Governance, the resolution stated clearly that the Board’s job was
to “develop a uniform set of guidelines to direct the administration of the
District’s personnel matters” and that the approach the Board took to personnel
administration should be strategic, to “diagnose long-term problems, anticipate
future needs, and develop a stable framework for addressing these problems and
needs.”
The resolution goes on to state that “The General Manager
shall maintain direct, day-to-day supervision over all District employees, with
the exception of the Attorney” and that “Trustees
are encouraged to express their opinion and/or concerns on any personnel matter
to the General Manager in private. … Trustees will exercise their authority to
direct Staff, collectively, through the General Manager, at Board meetings.
Individual Trustees shall refrain from directing or attempting to directly
supervise Staff. This policy statement is not intended to prevent individual
Trustees from occasionally making suggestions to supervisor Staff, when such
suggestions do not imply supervisory direction.”
Some of the
current Trustees may need to re-read Resolution 1480. There have been reports
of Trustees who seem to think it is their job and their place to give
directions to IVGID staff, including being observed telling one staff member at
Diamond Peak to clean up some spilled coffee. I’m not saying the spill should
not have been cleaned up, just that if the Trustee felt compelled to have it
done at his behest, he should have gone to the employee’s supervisor.
I can’t imagine a
situation where it would not be grossly intimidating for any employee of the District
with the exception of the GM to be confronted or directed by a Trustee. More
importantly, the GM, is accountable to the Trustees; everyone else with the
exception of the Attorney is directly accountable to their manager and ultimately
to the GM. In the corporate world, this is called “board interference with
management” and is considered a very bad practice, to the point where corporate
board members have lost their seat over it.
The Trustees
should concentrate on setting policy for the District and supporting and
empowering the GM in managing the execution of that policy rather than (in some
cases) trying to look and act like big shots at the Staff’s expense.
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