WELCOMEWELCOME

Board Member Board Member OrientationOrientation

PURPOSEPURPOSE A voting member of the A voting member of the Board has full authority Board has full authority and responsibility to and responsibility to Nevada Public Agency Nevada Public Agency Insurance Pool and Public Insurance Pool and Public Agency Compensation Agency Compensation Trust to:Trust to:

1) develop policies, 1) develop policies, procedures, and procedures, and regulations for operationsregulations for operations

2) monitor the financial 2) monitor the financial health, programs and health, programs and overall performanceoverall performance

3) provide the Executive 3) provide the Executive Director with the Director with the resources to meet the resources to meet the needs of the membersneeds of the members

ChairmanBoard Membe

r

Member Staff

Full Board’s Full Board’s ResponsibilitiesResponsibilities

Adopt a mission and vision Adopt a mission and vision that reflects the that reflects the fundamental principles and fundamental principles and values of POOL and PACTvalues of POOL and PACT

Act in trusteeship for Act in trusteeship for membersmembers

Establish explicit governing Establish explicit governing policies and delegate powers policies and delegate powers judiciouslyjudiciously

Assure Executive Director’s Assure Executive Director’s performanceperformance

Full Board’s Full Board’s ResponsibilitiesResponsibilities

(continued)(continued)

Maintain adequate Maintain adequate funding for the funding for the administration, services administration, services and risk transfer and risk transfer functionsfunctions

Monitor finances and Monitor finances and investmentsinvestments

Create and update a Create and update a long-range planlong-range plan

Full Board’s Full Board’s ResponsibilitiesResponsibilities

(continued)(continued)

Select and support the Select and support the Executive Committee Executive Committee and officers and and officers and periodically review their periodically review their performancesperformances

Adopt key operating Adopt key operating policies and procedures, policies and procedures, approve contractsapprove contracts

Comply with the Open Comply with the Open Meeting LawMeeting Law

BOARD CHAIR’S BOARD CHAIR’S DUTIESDUTIES

Responsible Responsible for the for the integrity of integrity of Board process Board process through fairly through fairly and firmly and firmly leading the leading the Board Board relationships relationships and conduct and conduct so that it so that it governs with governs with wisdom and wisdom and one voice.one voice.

Individual Board Individual Board Member DutiesMember Duties

Attend all board meetings, Attend all board meetings, including special events, including special events, training, and retreats.training, and retreats.

Become knowledgeable about Become knowledgeable about the POOL and PACT and how the POOL and PACT and how successful pools operatesuccessful pools operate

Come to board meetings well -Come to board meetings well -prepared and well-informed prepared and well-informed about issues on the agendaabout issues on the agenda

Contribute to meetings by Contribute to meetings by expressing your point of view expressing your point of view and your suggestions.and your suggestions.

Individual Board Individual Board Member DutiesMember Duties

ContinuedContinued

Consider other points of view, Consider other points of view, make constructive suggestions make constructive suggestions and help the board make and help the board make decisions that benefit those decisions that benefit those the organization servesthe organization serves

Serve on at least one Serve on at least one committeecommittee

Represent POOL/PACT to:Represent POOL/PACT to: IndividualsIndividuals The PublicThe Public Other Organizations.Other Organizations.

Contribute your ideas toward Contribute your ideas toward enhancing programs and enhancing programs and servicesservices

Individual Board Individual Board Member DutiesMember Duties

ContinuedContinued

Offer to assume board Offer to assume board leadership roles when leadership roles when opportunities ariseopportunities arise

Keep the Executive Director Keep the Executive Director informed about any concerns informed about any concerns your community hasyour community has

Reach decisions in the highest Reach decisions in the highest and best interest of all POOL and best interest of all POOL and PACT members and and PACT members and POOL/PACT while representing POOL/PACT while representing your agency’s point of your agency’s point of viewview

Demonstrate courtesy and Demonstrate courtesy and respect for othersrespect for others

What are the basic What are the basic duties of a trustee?duties of a trustee?

Duty of diligenceDuty of diligence

Duty of loyaltyDuty of loyalty

Duty of obedienceDuty of obedience

How can a trustee How can a trustee discharge or discharge or

demonstrate duty of demonstrate duty of carecare??

Be informed about the poolBe informed about the pool

Review board materialsReview board materials

Request additional informationRequest additional information

Ask questionsAsk questions

Attend meetingsAttend meetings

Understand enabling lawsUnderstand enabling laws

What is the degree What is the degree of care?of care?

That degree of care which That degree of care which

a person of ordinary a person of ordinary

prudence would exercise prudence would exercise

under the same or similar under the same or similar

circumstances.circumstances.

How can a trustee How can a trustee discharge or discharge or

demonstrate duty of demonstrate duty of loyaltyloyalty??

Refrain from activities that Refrain from activities that might injure or take might injure or take advantage of the pool.advantage of the pool.

Exhibit undivided loyalty and Exhibit undivided loyalty and unselfish allegiance to the unselfish allegiance to the pool.pool.

Consider the interest of the Consider the interest of the pool over own self-interestpool over own self-interest

Avoid Conflict of interestAvoid Conflict of interest Avoid even appearance of Avoid even appearance of

improprietyimpropriety Receive/accept no profit or Receive/accept no profit or

personal gainpersonal gain

How can a trustee How can a trustee demonstrate duty of demonstrate duty of

obedienceobedience??

Perform duties in Perform duties in accordance with all local, accordance with all local, state, and federal lawsstate, and federal laws

Comply with interlocal Comply with interlocal agreements, bylaws, agreements, bylaws, policiespolicies

Seek competent Seek competent professional adviceprofessional advice

Monitor activities to ensure Monitor activities to ensure compliance with laws and compliance with laws and pools’ purposepools’ purpose

What is the What is the business judgement business judgement

rule?rule?

A layer of protection for A layer of protection for trustees who honestly and trustees who honestly and prudently pursue their prudently pursue their duties. This rule provides duties. This rule provides that judgment by trustees that judgment by trustees about business matters is about business matters is presumably correct and that presumably correct and that business functions best business functions best when those decisions remain when those decisions remain non-voidable except in cases non-voidable except in cases of egregious conduct.of egregious conduct.

The Business The Business Judgement Rule Judgement Rule

(continued)(continued)

Trustees are presumed to Trustees are presumed to have acted in good faith have acted in good faith and in the best interest of and in the best interest of the pool if evidence the pool if evidence supports that trustees have supports that trustees have satisfied each of the three satisfied each of the three basic duties, i.e. acted in basic duties, i.e. acted in good faith, made informed good faith, made informed decisions in the honest decisions in the honest belief that the action was in belief that the action was in the best interest of pool.the best interest of pool.

POOL GOVERNING POOL GOVERNING BOARDBOARD

What is its Role?What is its Role? Total Authority and Total Total Authority and Total

Accountability for All Pool Accountability for All Pool

ActivityActivity

To Whom Is the Governing To Whom Is the Governing Board Accountable?Board Accountable? All Pool MembersAll Pool Members

POOL POOL GOVERNING GOVERNING

BOARDBOARDCONTINUEDCONTINUED

From Whom Is Authority From Whom Is Authority Derived?Derived? All Pool MembersAll Pool Members

What Governs the What Governs the Governing Board?Governing Board? LawsLaws Interlocal Cooperative Interlocal Cooperative

AgreementAgreement BylawsBylaws PoliciesPolicies

POOL GOVERNING POOL GOVERNING BOARDBOARD

CONTINUEDCONTINUED

Who should evaluate the Who should evaluate the Board’s performance?Board’s performance? The BoardThe Board Pool MembersPool Members

CORE BOARD CORE BOARD PRODUCTSPRODUCTS

ITS UNDELEGABLE CONTRIBUTIONSITS UNDELEGABLE CONTRIBUTIONS

Linkage to the OwnershipLinkage to the Ownership Fiduciary ResponsibilityFiduciary Responsibility Guard Against Undue RiskGuard Against Undue Risk Determine Program PrioritiesDetermine Program Priorities Direct Organizational ActivityDirect Organizational Activity

Explicit Governing PoliciesExplicit Governing Policies Assurance of Executive Assurance of Executive

Performance Performance

FRAMEWORK FOR FRAMEWORK FOR BOARD BOARD

GOVERNANCEGOVERNANCE

VisionVision Primary FunctionPrimary Function

Policy FocusedPolicy Focused

ValuesValues Guardian of Pool’s ValuesGuardian of Pool’s Values

FocusFocus Guarantor of External Guarantor of External

ResponsivenessResponsiveness

FRAMEWORK FOR FRAMEWORK FOR BOARD BOARD

GOVERNANCEGOVERNANCECONTINUEDCONTINUED

Outcome-DrivenOutcome-Driven Enforce Focus on MissionEnforce Focus on Mission

FutureFuture Long-Term ViewLong-Term View

LeadLead Forward Thinking and Forward Thinking and

CreatingCreating UnityUnity

Facilitate Diverse Thinking Facilitate Diverse Thinking But Speak with One VoiceBut Speak with One Voice

FRAMEWORK FOR FRAMEWORK FOR BOARD BOARD

GOVERNANCEGOVERNANCECONTINUEDCONTINUED

Define its needsDefine its needs Relate to ConstituenciesRelate to Constituencies Self-DisciplineSelf-Discipline Clarify its Role on TopicsClarify its Role on Topics Information NeedsInformation Needs

Balance ControlBalance Control Define where tight/loose Define where tight/loose

controls are requiredcontrols are required TimeTime

Use productivelyUse productively

POLICIESPOLICIES

PURPOSE: To Denote PURPOSE: To Denote Values and Values and

PerspectivesPerspectives

Ends To Be Ends To Be AchievedAchieved

How will our existence How will our existence affect the world?affect the world?

What should be the What should be the results?results?

NeedsNeeds For Whom?For Whom? What cost?What cost?

Means To These Means To These EndsEnds

Policy statements defining Policy statements defining prudence and ethics that prudence and ethics that limit the choice of staff limit the choice of staff means:means: PracticesPractices ActivitiesActivities CircumstancesCircumstances MethodsMethods

POLICY FEATURESPOLICY FEATURES

ExplicitExplicit Statements of values in Statements of values in

writingwriting CurrentCurrent

Up-to-dateUp-to-date LiteralLiteral

Mean what they sayMean what they say AvailableAvailable

Centrally located in policy Centrally located in policy bookbook

BrevityBrevity Compelling elegance of Compelling elegance of

simplicitysimplicity EncompassingEncompassing

Broader value issues of Broader value issues of governancegovernance

Board-Staff Board-Staff RelationshipRelationship

How the Board relates to How the Board relates to staff staff RoleRole DelegationDelegation EvaluationEvaluation PerformancePerformance

How the Board goes about How the Board goes about its job of governingits job of governing

Delegation of PowerDelegation of Power

MISSIONMISSION

Board’s succinct statement Board’s succinct statement of the results expected.of the results expected.

Derived from the Board’s Derived from the Board’s governance of governance of organizational values.organizational values.

It should be widely It should be widely disseminated as it serves disseminated as it serves as the theme and as the theme and backbone of the backbone of the organization.organization.

MISSIONMISSION

““A board must ultimately be A board must ultimately be judged … by how judged … by how

effectively it achieves the effectively it achieves the mission of the institution.”mission of the institution.”

--Cyril HooleCyril Hoole

MissionMission

The POOL/PACT member services The POOL/PACT member services consortium provides responsive risk consortium provides responsive risk and management resources for and management resources for public agencies.public agencies.

We Excel In:We Excel In: Innovative solutions that help Innovative solutions that help

Members serve the PublicMembers serve the Public Financial strength, security and Financial strength, security and

durabilitydurability Cost effective risk sharing and Cost effective risk sharing and

financingfinancing Interactive claims serviceInteractive claims service Member networking and resource Member networking and resource

sharingsharing

We Are:We Are: Member-governedMember-governed Stewards of public assetsStewards of public assets Committed to quality member Committed to quality member

servicesservices Focused on the futureFocused on the future

VisionVision

Every Member actively Every Member actively manages the risks manages the risks encountered as a public encountered as a public agency. Membership is agency. Membership is a privilege earned by a privilege earned by effective agencies effective agencies committed to sharing committed to sharing resources to benefit resources to benefit their employees and the their employees and the public they serve.public they serve.

MOTTOMOTTO

We deliver public agency We deliver public agency risk/management risk/management

solutionssolutions

POOL/PACT Core POOL/PACT Core ValuesValues

Trust, Trust, honesty and honesty and courageous courageous candorcandor

AccountabilitAccountabilityy

Competence, Competence, knowledge knowledge and serviceand service

ForesightForesight