Minutes of the July 14, 2008 SECOORA Board of Directors Conference Call

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The 7th meeting of the SECOORA Board of Directors was held Monday, July 14, 2008 via teleconference at 9 a.m.

Directors Present In-Person:

Directors Absent:

Otis Brown, Andy Clark

Staff Present:

Lynn Leonard, Temporary Leadership Committee Member
Susannah Sheldon, Program Coordinator
Sam Walker, ODP IM Coordinator
Jennifer Dorton, Special Projects Coordinator

Documents Amended as a Result of the Board Discussion

1) Executive Committee Authority Document – AMENDED (Appendix L)

2) Board Member Policy Guidelines – AMENDED (Appendix M)

1 Draft Agenda Approval

MOTION (Spence): To approve the draft agenda.
SECOND (Sanders)

Discussion centered on revising and approving the draft agenda. Agenda items were read and suggestions to amend the agenda were made. Dick Dodge recommended the following amendments: adding a discussion on the election process revision, adding a discussion of Harbor Branch membership, and eliminating a review of the action items list. Carolyn Dekle recommended moving the Executive Director Search Committee update to an earlier time due to its importance and the inability of all Board members to remain on the call for the allotted two hours. Pat Welsh asked about a Finance Committee report, however there was none to provide at this time. Harvey indicated that the workshop planning document would not be addressed because the planned venue is no longer available.

MOTION (Dekle): To revise the agenda to: a) include a discussion on the election process revisions, b) include a discussion of Harbor Branch membership, c) eliminate discussion of the action items resulting from the May 12 Board meeting, d) move the Executive Director Search update to an earlier point in the agenda, and e) postpone discussion of the fall workshop until another venue is available.
SECOND (Vargo)

The revised agenda was accepted unanimously.

2 May 12 Board Meeting Minutes Review and Approval

No minutes due to being off the phone to call Judy Gray

3 Board Discussion/Approval of Executive Committee Authority

The functions of the Executive Committee as outlined in the By-Laws were reviewed by Rick DeVoe.

MOTION (Sanders): That the SECOORA Executive Committee, on behalf of the SECOORA Board of Directors, has the responsibility to perform those functions.

SECOND (Hood)

Discussion:

Several changes to the wording of the functions were made and an additional function included:

• From: Prepare Board meeting agendas
  To: Draft Board meeting agendas (1)
  Dick Dodge recommended adding “draft” to the function since all agendas are draft until approved by the Board.
• From: Plan Board’s work and make committee assignments
  To: Prepare and Propose Annual Plan for Board’s work (2)
  Dick recommended changing the wording to “propose plan for Board’s work.” Rick suggested that the word “annual” before “plan” so that the ExCom can propose one plan and not revise it each time something ad hoc comes up.

   

• From: Make Policy Committee assignments
  To: Make recommendations for policy committee assignments, for Board review and approval (3)
  Dick asked that the wording be revised to include “for Board review and approval” to be consistent with the By-Laws. Cliff Merz agreed, suggesting that this gives the Committee Chairs some flexibility in filling committee membership.
  George Maul asked why limit the ExCom’s authority to making committee assignment recommendations to the Policy Committees, as opposed to including the Program Committees. Kim Cavendish suggested that since the Program Committees are suggested by the Executive Director, the Board does not need to vote on assignments and therefore the ExCom should not get involved either. Dick Dodge indicated that the By-Laws are not clear that the Executive Director appoints Program Committee members; Harvey agreed on this point and suggested this was also a reason why this ExCom function should be limited to Policy Committees.
• From: Handle emergency or interim situations
  To: Act for SECOORA in time-critical (i.e., without a reasonable expectation that the Board could meet as a quorum) or emergency situations (4)
  Dick asked if we should define “emergency.” Kim thought clarification of “interim” was more important. Dick agreed with this point. Rick stated this gave the ExCom the authority to act for SECOORA in emergency situations and between Board meetings. Carroll Hood suggested the wording “time critical.” Carroll clarified that this means a decision is required before the Board could reasonably be expected to convene with a quorum to make a decision in a timely manner. Time-critical may be an emergency, or may not. Kim agreed the wording should include “time-critical” or “emergency.” Georges Weatherly was unclear on the definition of “time critical” and could not find it in the dictionary. Kim indicated that there have already been circumstances where the Board could not reach quorum to accommodate business. Cliff wondered if there should be a time-period included on the phrasing, such as “within one week.” Kim suggested this would tie the Board’s hands too much. Using “time critical” and “emergency” covers all the bases and gives the ExCom and Board time to act. Rick reminded everyone that it would be inefficient to make decision about running the organization by a vote of the Board every time a decision needed o be made. Georges Weatherly asked if the Executive Director wouldn’t be doing these day-to-day things. Rick indicated this was so but s/he may be coming to the ExCom for advice and they need to be able to act on behalf of the Board. Harvey reminded everyone that the ExCom has never had a clear understanding of when they were free to act on behalf of the Board, and the same was true of Parker Lumpkin in the Interim E.D. position. This is a first step in establishing who has the responsibility of acting on SECOORA’s behalf. We (the ExCom) thought it wise to clarify within the Board the authority of the ExCom first before clarifying the authority of the E.D. Carroll added that the By-Laws enumerate specific responsibility for the Board as a whole.
• The following function was not amended: Annually evaluate the performance of the Executive Director (5)
• From: Support, review, and monitor the SECOORA planning process
  To: Support, review, and monitor the implementation of the SECOORA annual plan (6)
  Dick suggested removing this and giving this responsibility to the Executive Director. Jim Sanders disagreed, stating that planning was not something the E.D. should be doing on behalf of SECOORA, but should be carrying out the Board’s plans. Lundie suggested revising it to read “the execution of the SECOORA planning process” after “monitor.” Dick asked what execution of the planning process meant. Kim suggested replacing “execution” with “implementation.” Dick asked if this wasn’t the Executive Director's role. Kim stated that this gave the ExCom a monitoring role, but did not take it away from the E.D. Lundie agreed that this provided an oversight role for the ExCom.
• From: Prepare, with assistance of the Executive Director, draft policy documents for Board review and approval
  To: Review draft policy documents and make recommendations to the Board for review and approval (7)
  Dick suggested revising it to say “review draft policy documents from Policy Committees and make recommendations to the Board for review and approval.” Rick pointed out that policy documents don’t always come from Policy Committees; staff has proposed policy before such as the Communications Plan. Kim suggested that this function does not imply the ExCom takes responsibility for drafting all the policy. Dick thinks the wording suggests the ExCom is taking on all policy documents. Kim pointed out that the source of the policy documents is not relevant to the wording of the function.
  These functions of the Executive Committee were amended and all approved unanimously. These are as follows and also provided in Appendix L.

Motion: Move that the SECOORA Executive Committee, on behalf of the SECOORA Board of Directors, has the responsibility to perform the following functions:

1. Draft Board meeting agendas. (Approved as amended)
2. Prepare and Propose Annual Plan for Board’s work. (Approved as amended)
3. Make recommendations for policy committee assignments, for Board review and approval. (Approved as amended)
4. Act for SECOORA in time-critical (i.e., without a reasonable expectation that the Board could meet as a quorum) or emergency situations. (Approved as amended)
5. Annually evaluate the performance of the Executive Director. (Approved)
6. Support, review, and monitor the implementation of the SECOORA annual plan. (Approved as amended)
7. Review draft policy documents and make recommendations to the Board for review and approval. (Approved as amended)

4 Executive Committee Search Committee Update (Gray)

Judy Gray, Chair of the ED Search Committee provided an update on the status of the ED Search. She did not know how many applications had been received to date. Rick indicated he could find out as soon as he got to the office. The announcement is out. The Committee stated in the announcement that the position is open until filled, but application review would begin on August 4th.

The Committee is not taking a lot of action currently. Judy put together a set of selection criteria that basically re-words the announcement and assigns point values for various criteria. She will be sending this out to the Committee today to get the dialog going on how to evaluate and rank applicants. Beginning August 4th, the Committee will conference call until they have come up with a couple of really good candidates. It has been proposed that the Committee send to the Board the top three candidates in their estimation with a hiring recommendation, if there is a clear candidate. They are open to process suggestions, however. If the Board would like the entire list of applicants, they are happy to provide it. Dick likes the idea of getting the top three with the hiring recommendation from the Committee.

In terms of timeframe, the Committee hopes to get this wrapped up in the first couple of weeks of August. If it will be delayed for any reason, it will be because of having to re-announce or something like that. Rick spoke to Elaine and there is currently one applicant for the position. Judy reminded the Board that many people will likely work on their applications until the very last minute, and that what they really want is a couple of very good applications so there is something substantial to provide to the Board.

Jim Sanders reminded the Board that it is incumbent on everyone to “beat the bushes” for good applicants. Everyone has copies of the announcement, and should be getting it to individuals they specifically feel are qualified for the position. Judy agreed, reminding all that this is a very critical position for the organization.

Judy asked if there was interest from the Board in reviewing the evaluation criteria before they begin that process. Some of the criteria are on/off; they have a degree or they don’t, etc. Others are based on a numerical scheme where they have to demonstrate experience forging consensus among different points of view, etc. Kim suggested that the Board should trust the Committee with this process, and there was no objection from the rest of the Board.

Judy asked to be placed on the agenda for an August conference call if there is one to provide an update to the Board.

5 Election Process

Harvey reviewed the election process for the Board. Harvey mentioned that the ballot is available on the Web site or Susannah will email them to those who are unable to get them from the Web. There are several individuals that do not have Web access, so how should the process work for them. Mitch suggested surface mail for voting. Dick mentioned that doing so would be possible, but it would delay the vote. Kim suggested that Carolyn and Georges telephone their votes to Susannah, and this was agreed upon. The ballot was emailed to Kim, Cliff, Manhar, Denise, and George (Maul). Since Dick and Lundie would be participating in the call, they would not be able to tally the votes and the result would not be available until after the call.

Georges called in his vote to Susannah. Jennifer Dorton and Susannah did not receive Mitch’s ballot via email, so he called it in to Susannah. Susannah forwarded both of these to Jennifer. The remaining Board members present on the call emailed their ballots to Susannah. On those emails Jennifer was not copied on, Susannah forwarded those to her. As the ballots were received, the sender was emailed to let them know their ballot was received.

The ballots and email cover letters were emailed by Susannah and Jennifer to Dick and Lundie. They tallied the votes independently and then compared the results with one another. Susannah, on behalf of Dick and Lundie, informed the Board members of the winner by email after the Board meeting.

Harvey suggested that if a vote was not received by the end of the call, the Board member was no longer eligible to vote. Carroll agreed and suggested that if someone did not get notice their ballot was received, they call Susannah and/or Jennifer.

Harvey also suggested that a roll call of votes received be performed. Susannah did so, and all eligible ballots or votes were accounted for.

6 Governance Committee Updates

a) Joe Ramus, Chair of the Governance Committee reviewed the membership review process. It was vetted by Staff and the Governance Committee, and approved by the ExCom.

MOTION (Ramus): To approve the new member review process.
SECOND (Hood)

Rick asked for comments. There were none. The process was approved unanimously.

b) Joe discussed the By-Laws revision, which has to do with eligibility for voting. The revision limits voting ability to one vote per member in the Sustaining, Institutional, and Individual Member categories. In addition, the member must designate one person as the representative on record authorized to vote on behalf of that member.

MOTION (Ramus): To approve this By-Laws revision
SECOND (Sanders)

Dick points out that the By-Laws state that Individual Members can vote for At-Large Members. He feels the suggested By-Laws revision takes that right away. Jim and Kim disagree; it clarifies that an individual under the Individual Membership is a member, it does not impact voting rights at all. Kim does not think it limits anything. Jim does not feel it excludes anyone from voting and points out that this codifies that each member under any membership category has only one vote. Harvey thinks it also clarifies that there may be one authorized representative, and Rick points out that the authorized representative must be the one to vote. Joe stated that the Governance Committee was asked to clarify the By-Laws due to the Harbor Branch issue, where they joined FAU and are bound with them as a single member. Dick thinks Harbor Branch is an entirely separate issue, and Kim agrees. This By-Laws change simply clarifies the language. Cliff points out that if the term “member” is replaced by “organization” it is even more clear. Jim also clarified that an Individual Member has nothing to do with an institution, and does not represent an institution as part of their membership. This is a membership category for individual people to join under. Rick gets back to Jim’s point that this codifies that each member under a membership category is a member and has only one vote.

Rick asked for approval of the motion on the table. A roll-call vote led to nine (9) votes in favor of approving the revision, and seven (7) against approving the revision. 

Kim reminded the Board that the membership would still need to vote on this revision.  It was pointed out that there needs to be a two-thirds majority vote of the Board in order to propose a By-Laws amendment to the SECOORA Membership for approval.  This criterion was not met, therefore the amendment was not approved.

c) The third and final Governance Committee item is the approval of the USGS as an Affiliate Member. The Governance Committee unanimously recommends approval of this membership.

MOTION (Ramus): To approve Affiliate Membership of the USGS, represented by Eric Strom.
SECOND (Hood)

Rick calls for discussion. There was none. The motion passed unanimously to allow USGS affiliate membership.

The issue of Harbor Branch membership was raised at this point, and Rick indicated that he would add it to the end of the agenda, time-permitting. If not everything on the agenda was accomplished today, then another Special Board meeting should be called.

7 Board Development Committee Updates

a. Lundie Spence, Chair of the Board Development Committee, discussed the evaluation of the Board members participation her committee was charged to draft. The first four items (below) are general expectations and policy guidelines of Board members. She asked “Are these appropriate expectations of the Board members?”

SECOORA Board of Directors
Policy Guidelines for Board members
Drafted by the Board Development Committee, Lundie Spence, Chair

(These would be policy guidelines and not incorporated in the ByLaws.)

1. Board members are expected to attend annual Membership meetings and participate in Board meetings.
2. Board members are expected to promote SECOORA by engaging new members, identifying funding sources, and representing SECOORA at professional conferences.
3. Board members are expected to provide direction and leadership to SECOORA actions by actively participating on SECOORA committees.
4. Board members are expected to contribute their expertise (including contribution to proposals, transfer of results to stakeholders, or product design) to assisting SECOORA to meet its purpose as defined in the By Laws.

Lundie asked the Board to approve the above guidelines for policy. She stated “these are not a By-Laws change, but an approval of what is already in the By-Laws.”

SECOORA’s Purpose is stated in the By Laws as:

1. Represent the interests of those that use, depend on, study and manage coastal environments and their resources in the Southeast Region;
2. Be a legal entity that provides a fiscal agent with final responsibility for acceptance and expenditure of funds according to the funding agency of the funds, insurability, and the ability to enter into enforceable contracts;
3. Be a partnership or consortia of data providers and users from state and federal agencies, private industry, non-governmental institutions, and academia;
4. Provide a means by which the Regional Association and the public at large benefit from and contribute to the development and sustained operation of an integrated ocean observing system for the open ocean (to the EEZ boundary), coastal ocean, and the region’s estuaries;
5. Ensure continued and routine flow of data and information and the evolution of the Regional Association to adapt to the needs of user groups and the timely incorporation of new technologies and understanding based on these needs.

MOTION (Spence): To approve the policy guidelines as stated in the By-Laws as Board expectations.
SECOND (Welsh)

DISCUSSION:
Carroll states that item two is difficult to measure other than representing at a professional conference. The other three are straight-forward. Lundie suggested changing the wording to “and/or” before “representing SECOORA…”. This satisfied Carroll. Georges Weatherly feels that on this same item, engaging new members and identifying funding sources are too subjective for measurement. Rick suggested moving item 2 to be item 4, then moving the others up. This would “demote” it in terms of importance. Carroll also suggested putting the last portion of the statement in parentheses: (e.g. ., by engaging new members, identifying funding sources, and/or representing SECOORA at professional conferences. Dick suggested removing the item altogether. Kim thinks this is just providing examples of how the Board might promote SECOORA. Georges is satisfied with these changes.

Rick called the vote. The motion passed unanimously, with the accepted friendly amendments (below).

1. Board members are expected to attend annual Membership meetings and participate in Board meetings.
2. Board members are expected to provide direction and leadership to SECOORA actions by actively participating on SECOORA committees.
3. Board members are expected to contribute their expertise (including contribution to proposals, transfer of results to stakeholders, or product design) to assisting SECOORA to meet its purpose as defined in the By Laws.
4. Board members are expected to promote SECOORA (e.g., by engaging new members, identifying funding sources, and/or representing SECOORA at professional conferences).

b. Lundie discussed the Board Member evaluation that the Committee was charged with. Metrics (below) were developed to address this.

Policy Guidelines for the termination of a Director
Based on Policy Guidelines on Roles and Expectations

These metrics were based on wording in the By-Laws that addresses resignation, termination, and absences.

a) No Board member should miss more than 2 Board meetings in any 3-year term of office.
b) Board members must demonstrate active annual participation with at least one of the SECOORA committees, Stakeholder Council, a SECOORA projects or demonstrate efforts to address the purpose of SECOORA.

MOTION (Spence): That these criteria be passed by the Board as policy guidelines.
SECOND (Vargo)

DISCUSSION:
Kim commented that missing two Board meetings may seem significant, but since Board meetings aren’t currently scheduled enough in advance to prevent this. We need to do something radically different in terms of advance scheduling to give everyone the opportunity to meet this requirement. Dick agreed. Carroll also recommends a mechanism for probation as opposed to just removing them after the first violation. Harvey clarified that the violation would be missing two sequential Board meetings in the wording presented. Lundie asked if this was acceptable. In addition she asked about electronic presence and whether or not there would be an allowance for excused absences.

Georges Weatherly asked whether the ExCom could review this. Rick suggested that the motion and second be withdrawn from the table and replaced with the following motion: To refer this set of policy guidelines to the Board and/or ExCom for further input and it be re-presented to the Board at the next Special Board meeting. Lundie and Sandy agreed and withdrew the motion and second, and presented the following motion:

MOTION (Spence): That the ExCom review these two items and report back to the Board Development Committee in preparation for the next Board meeting.
SECOND (Vargo)

Lundie emphasized that the Committee strongly felt there should be specific metrics and that this could not be general.

Rick called the vote and this motion passed unanimously.

8 Vote Receipt Tally/Roll Call

Rick asked the Board if they could remain in quorum for the next 15 minutes. Harvey reminded everyone that there was to be a roll call as to whose vote was received. Jennifer indicated that she had all votes with the exception of Cliff’s. He attempted to email Jennifer his ballot, but received a confirmation email from Susannah. He attempted to re-send the ballot to Jennifer. Susannah read the names of those Board members who submitted their votes. This totaled seventeen (17), and was the number that should have been received.

9 Next Board Meeting

Rick suggested another Board meeting the week of August 18th. Pat Welsh is unavailable due to a previous obligation with NASA. He then suggested the week of the 11th. Kim suggested concentrating on mid-week days, Tuesdays-Thursdays. Rick then suggested that Susannah “doodle” the Board for their availability on the following dates: August 5-7, 12-14, 19-21, and 26-28. Kim asked that the “doodle” go out today and the Board respond within the next 24 hours.

Rick indicated that the ExCom was meeting on July 22 and would deal with issues the Board has not yet. The outcomes from the ExCom meeting would guide the agenda for the next Board meeting. Dick asked that the items he added to this agenda be moved to the next Board meeting agenda.

Rick also asked that the ballots get to Dick and Lundie before 5 pm today, and that Susannah or Jennifer send an email to the Board announcing the winner, NOT the results, the vote count. He doesn’t care who announces it, but just wants one announcement to go out instead of four.

MOTION (Seim): To adjourn the Board meeting.
SECOND (Cavendish)

The meeting adjourned at 4:07 p.m.

Appendices are available in Microsoft Word or PDF format.