Board Member Duties and Responsibilities...

Risk Management For

Board Member Duties and

Responsibilities 101

Risk Management For

Board Member Duties and

Responsibilities 101

Presented by Jeff Griffin

Board ResponsibilitiesBoard Responsibilities

• Today’s goals

1. Address your Duties and Responsibilities

2. Identify some of the statues that impact public

entities and risk management

3. Discuss tools to make your Duties and

Responsibilities easier

The SheetThe Sheet

• W.Va Oct 4 3 firefighters charged with arson

• GA Oct 8 Firefighter arrested sex/child

• DC Oct 11 firefighter convicted 2nd degree

• NY Oct 11 Firefighter arrested Photos

• NY Oct 24 Firefighter arrested rape/18

• NY Oct 26 Jury rules on prep-pay

• FL Oct 30 31 crashes of Jacksonville’s first

responders last week raise red flags

• FL Oct 31 Firefighter charged with DUI

Board Member Duties &

Responsibilities

Board Member Duties &

Responsibilities

Chapter 198 Special Districts General

ORS.261 Peoples Utility District

ORS.266 Parks and Recreation

ORS.267 Mass Transit

ORS.450.650 Formation of Authorities

ORS.450.665 Special District

ORS.478 Fire District

ORS.777 Ports General

Board Member Duties &

Responsibilities

Board Member Duties &

Responsibilities

ORS.478 Fire District

Powers and Duties

478.210 Directors-Organization, term, oath

478.260 Fire chief and assistants

478.270 Reports

478.290 Additional authority

478.305 Contracting

Board Member Duties &

Responsibilities

Board Member Duties &

Responsibilities

ORS.478 Fire District

Revenues and Finances 478.410 Power to level taxes, borrow, sell bonds, and create

fees

Fire Prevention Code; Fire Permits 478.910 Adoption of fire code

478.927 Violations of code Penalties

478.990 Penalties

The Perfect StormThe Perfect Storm

Elected

Civilians Employees

You

The Integrated Life Of A ChiefThe Integrated Life Of A Chief

Fire Chief

Rotarian / Coach

Op’s Chief

Book Writer

Hire and Fire

Time Away

Retreats

Board ResponsibilitiesBoard Responsibilities

• Set organization direction

• Ensure necessary resources

• Provide oversight

Organization DirectionOrganization Direction

• Engage in strategic thinking and planning

• Set the organization’s mission and vision for the

future

• Establish organizational values

• Approve operational or annual plans

Organization DirectionOrganization Direction

Keys to success

• Mission, Vision, and Values

• Strategic and Financial Planning

• Standards of Cover

• Annual Financial

Provide Necessary ResourcesProvide Necessary Resources

• Hire capable executive leadership

• Ensure adequate financial resources

• Promote positive public image

• Ensure the presence of a capable and responsible

board

Provide Necessary ResourcesProvide Necessary Resources

Keys to success

• Hire right

– Keep short ties

– Review annually

– Promote association involvement

• Watch financial resources

– Adopt accounting best practices

– Review financials monthly

Provide Necessary ResourcesProvide Necessary Resources

Keys to success

• Promote positive public image

– Be close with the news media

– Adopt uniform standards

– Promote pride in the department

• Ensure the presence of a capable and

responsible board

– Be active with your association

– Promote an annual training/retreat

– Attend workshops

Provide OversightProvide Oversight

• Oversee financial management

• Minimize exposure to risk

• Measure progress on strategic plan

• Monitor programs and services

• Provide legal and moral oversight

• Evaluate the CEO and board

Provide OversightProvide Oversight

Keys to success

• Oversee financial management

– Develop checks and balances

– Oversee the process and systems

• Minimize exposure to risk

– Develop a risk management process

• ERM

– Vigilant safety culture

– Continues improvement

– Critical decision making process

– ASAP

Provide OversightProvide Oversight

Keys to success

• Measure progress on strategic plan

– Gantt Chart your action items

– Monthly agenda item

• Monitor programs and services

– Chiefs reports

– Staff reports

Provide OversightProvide Oversight

Keys to success

• Provide legal and moral oversight

– Attorney of record

– SDAO

– Specialist

• Evaluate the CEO and Board

– Strategic goals/objectives/action items

– Use your Gantt chart as an evaluation tool

Board Fiduciary ResponsibilitiesBoard Fiduciary Responsibilities

• Duty of Care

• Duty of Loyalty

• Duty of Obedience

Duty of CareDuty of Care

• Be informed and ask questions

• The duty of care describes the level of

competence that is expected of a board

member and is commonly expressed as the duty

of “care that an ordinary prudent person would

exercise in a like position and under similar

circumstances.”

Duty of CareDuty of Care

• This means that a board member owes the duty

to exercise reasonable care when they make a

decision as a steward of the organization

Duty of CareDuty of Care

Keys to success

• Board Member Expectations

Presents• Physically and Mentally

ProfessionalismSkill, Good Judgement, and Prepared

Conduct• Polite, Respectful, and Appropriate Behavior

Duty of CareDuty of Care

Your sole interest is the best interest of the

Department you are serving

• 1842 Winterbottom v. Wright

“ liability Runs to all that could be responsible”

• 1883 Heaven v. Pender

• 1932 Donoghue v. Stevenson

• 1980 Terlinde v. Neely

South Carolina Supreme Court

“end user”

Duty of LoyaltyDuty of Loyalty

• Show undivided allegiance to the organization’s

welfare

• The duty of loyalty is a standard of faithfulness; a

board member must give undivided allegiance when

making decisions affecting the organization

Duty of LoyaltyDuty of Loyalty

• This means that a board member can never use

information obtained as a member for personal

gain, but must act in the best interest of the

organization

• Board members must comply with the

association’s policies regarding code of conduct

and ethical behavior

Duty of LoyaltyDuty of Loyalty

Keys to success

• Board Member Expectations

1. Best interest of the Fire

District and its public

2. Responsible, Transparent, and

Selfless

3. Confidentiality

4. Avoid conflicts of interest

» Polite, Respectful, and

Appropriate Behavior

Duty of ObedienceDuty of Obedience

• Stay faithful to the organization’s mission

• They are not permitted to act in a way that is

inconsistent with the central goals of the organization

Duty of ObedienceDuty of Obedience

• A basis for this rule lies in the publics’ trust that

the organization will manage donated funds to

fulfill the organization’s mission

Duty of ObedienceDuty of Obedience

Keys to Success

• Obedient to

A. Managing The Risk Of Statutes

B. Regulations

C. Departments

1. Mission

2. Vision

3. Values

Duty of Obedience Duty of Obedience

Keys to success

1. Mission Vision Values

2. Strategic Planning

3. Frequent Quality Communications

4. The Understanding We Are Public

Servants

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Duties and Responsibilities

– Formation Statutes

– Tort 30.260-30.300

– Federal and State Protected Classes

– ORS 192 ORS 297

– ORS 243 ORS 656

– ORS 244 Or-OSHA DEQ

– ORS 279 Ultra Virus

– ORS 294 Personal

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– Tort 30.260-30.300

• 30.265 sole cause / in scope

• 30.265 discretionary immunity

• 30.271 limits liability

• 30.275 limits notice

Civil vs. CriminalCivil vs. Criminal

1. Or. Tort and R/M

A. Driving

1. Intersections/congested traffic

2. Backing

3. Multi-Tasking

4. Speed

B. Civil Rights

C. Policy and Practice

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– Employment Statutes

• Federal title 7 title 42

– 8 protected classes

• ORS 659

– 18 protected classes

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– Contracts

• All contracts

– 6-year tail

– Are we protected ?

• ORS 279 purchasing

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS 192.001- 192.072

• Public Records and Archiving of Public Records.

– ORS 192.210-192.310

• Reports (stand forms, compliance, Distribution,

in English)

– ORS 192. 405

• Safety Investigation Records

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS 192.410-192.448

• Inspection Of Public Records

– ORS 192.515-192.517

• Records of Individual with disability or Mental

Illness

– ORS 192.531-192.541

• Genetic Privacy

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS 192.553-192.571

• Protected Health Information

– ORS 192.583-192.98

• Private Financial Records

– ORS 192.610-192.672

• Public Meeting

– ORS 192.715-192.750

• Uniform Electronic Legal Material Act

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS 192.610 – 192.690

Public Meeting Statutes

• A quorum is a quorum

• Executive sessions

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS 192.800-192.810

• Financial Institution Record Disclosures

– ORS 192.820- 192.842

• Address Confidentiality Program

– ORS 192.990

• Penalties

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS. 243 Public Employee

Rights and Benefits

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS. 244 Government Ethics Statutes

• ORS 244.040 prohibits obtaining financial gain or

avoiding cost.

• ORS 244. 040 applies to private income-producing

activities.

• ORS Chapter 244 addresses conflicts of interest.

• ORS Chapter 244 addresses economic value

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS. 244 Government Ethics Statutes

• ORS 244.177-179 prohibits most forms of

nepotism by public officials

• ORS 192.660 allows, and prescribes limitations for,

a public body to convene executive sessions in

certain circumstances.

• ORS 244.020(12) conflict of interest

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS. 244 Government Ethics Statutes

• ORS 244.130 conflicts must be recorded in official

record

• ORS 244.120(1)(c) must be responded to

• ORS 244.120(2) conflicts must be publicly

announced and refrain from participating

• ORS 244.120(2)(b)(B) what is a quorum

• ORS 244.020(6)(a) what is a gift

• OAR 199-005-0030 (2) gift source identification

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS. 244 Government Ethics Statutes

• ORS 244.025 defines what and how often a public

official can receive gifts

• ORS 244.020(9) economic interest subject to

decision or vote

• ORS 244.020(6)(b) gift exceptions

• ORS 244.020(6)(A) campaign contributions

• ORS 244.020(6)(B) relatives

• ORS 244.020(6)(b)(E) food and beverage

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS. 244 Government Ethics Statutes

• ORS 244.020 (6)(b)(F) food lodging & travel

• ORS 244.0s0(6)(b)(H) what is reasonable when

representing your agency

• ORS 244 on Nepotism

• 192.620 Public meetings Statutes

• Chapter 192.690 do not apply to deliberations of

psychiatric security review

• 192.610(2) closed executive session

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS. 244 Government Ethics Statutes

• ORS 192.660(2)(a) consider certain employment

• ORS 192.660(7) public chance to comment

• Attorney General’s public records meetings

manual page 145 ban on discussing salary

• ORS.192.660(2)(b)&(I)dismissal or disciplining

hearings

• ORS192.660(2)(f) exempt public records

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS. 244 Government Ethics Statutes

• ORS 192.660(6) final decisions

• ORS 244.350 Civil Penalty $5,000

• ORS 244.360 Forfeiture

• ORS 244.350(5) letters of reprimand explanation

or education

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS. 279 Purchasing

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS. 294 Budget

• Live within your budget

• Personal liability

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– ORS. 297 Audit and Finance

Managing The Risk Of StatutesManaging The Risk Of Statutes

• Red Flags

– Regulatory

• Workers Compensation

– 656

– 437

– Federal issues

• OR OSHU

• DEQ

Do The Right ThingDo The Right Thing

• Red Flags

– Ultra Vires

Do The Right ThingDo The Right Thing

• Red Flags

– Personal

• When are you doing District business

Tools for SuccessTools for Success

• Mission, Vision, and Values

• Strategic and Financial Planning

• Standards of Cover

• Annual Financial

Tools for SuccessTools for Success

The Importance of On-Boarding

A public entity’s process to give elected

officials the necessary knowledge, skills,

history and behaviors to be successful – A tour of the department

– Review of the budget

– A copy of all board policies

– A copy of recent and past meeting minutes

– A copy of the strategic plan

– A copy of the standards of cover

Tools for SuccessTools for Success

Difference between Ethics and Morals

Ethics

– Greek word Ethos’ meaning character

• Ethics are defined by others

• A social system

• External

Morals

– Latin word “mos” meaning custom

• A personal belief

• Internal

Tools for Success

Ethics

Tools for Success

Ethics

Ethics

Nepotism

Transparency

Gifts

Financial gain

Conflicts of interest

Safety

Security

Appearance of Fairness

Tools for SuccessTools for Success

• Board Member Expectations

1. Presents

Physically and Mentally

2. Professionalism

Skill, Good Judgement and Prepared

3. Conduct

Polite, Respectful and Appropriate

Behavior

Tools for SuccessTools for Success

Civilians

Get caught doing the right thing, the right way,

at the right time, with the right attitude

Communicate often

We are here to serve

Shine light on it

Tools for SuccessTools for Success

Staff and Firefighters

On-Board

Mission-Vision-Values

Develop careers

Develop skills at all levels

Our Greatest Asset is Our People:

Doing The Right Thing

At The Right Time

In The Right Way

With The Right Attitude

For The Right Reasons