October 27th, 2021 Minutes - Governance Committee

Chair: Ojala Naeem
Members: Andrea Comer, Avery Gaddis, Michael Jefferson, David Lehman, Ojala Naeem

 

AGENDA

1. Call to order
2. Review of Goals & Objectives of the Governance Committee
3. Policies, Procedures and MOU with DECD Updates
4. Recommendations to the Full Council
5. Adjournment

MINUTES

Attendees:  Ojala Naeem, Andrea Comer, Avery Gaddis, Kyle Abercrombie

 

Ojala Naeem 
Good Afternoon Everyone Meeting of the Governance Committee for the Social Equity Council.  So, a couple of key things on the agenda to discuss following up from our last Governance Meeting as well as the council full council meeting and we’ll touch on some of the recommendations we made last time as it relates to operating standards and procedures as well as a potential set of bylaws we’ll also cover.  Are there any policy procedure or MOU related items that anyone would like to make sure we touch on today?  All right great. 

So, start off a reminder on the Governance Committees responsibilities – responsible for structuring, the council’s policies procedures as well as a relationship with DECD. Establishing a value at the city to clarify roles and responsibilities as well as setting the standards and guidelines on meetings operation of the council and so forth.  Last time we shared a lengthy list of suggestions that covered things like frequency of meetings setting meeting deadlines ahead of time making sure committees are making sure they have monthly meetings set up public meetings and I think based on what I’ve seen we are well on track on that.  We’ve got a recurring standing meeting. For every committee now as well as the council so that is really great to see. 

One thing we did not touch on and I’d like to open up discussion with committee members is a requirement around attendance.  For committee meetings we do not currently have anything as far as I understand.  The legislation also does not outline any kind of required attendance for committee meetings, so I wanted to put that on the table and get some thoughts from the committee members.  We want to include in this policy and procedure document requirement or expectation around attendance.

 

Avery Gaddis
I say no most of us are very professional and have been vetted by those who appointed us with the expectations that we are going to participate. 

 

Ojala Naeem
Any other thoughts from other committee members?

 

Andrea Comer
I guess my only thought is that to the extent that we have so much to decide on and so much to work on when we do loose the attendance of members, which were experiencing now right, the extent to which that person has to catch up in order to make an informed decision.

 

Ojala Naeem
Instead of requirements are there certain expectations that we should set, which would again be a guidance and not necessarily a hard bylaw.  Here’s what’s expected of you in terms of catching up.

 

Avery Gaddis
Do you Madam Chairwoman, absolutely there should be some language to make sure we nudge people, absolutely, I agree with that.

 

Ojala Naeem
Any thoughts on what that language should consist of?

 

Avery Gaddis
I believe you kind of outlined it with there’s an expectation if you miss a meeting, it’s incumbent on you to get caught up and there is an expectation that you would be fully participatory.

 

Ojala Naeem
Any other thoughts??  OK we can definitely draft up some suggestive language around next locations that you are participating in, the kind of assigned roles and responsibilities and then maybe something around an expectation.  Some sort of follow up to make sure you are fully caught up. 

The second item we had discussed this a little bit, January is approaching fast.  We will be the full council and we will be expected to submit some documentations and in terms of some of their potential conflicts of interest.  We’re required to submit things that would uncover any types of conflicts of interest, including any kind of financial investments that might be related to the work that’s happening and so on.  And we all kind of signed on and came on board, but I’m assuming that full package is coming up in January.

 

Ginne-Rae Clay
We will be working on those packages once our Staff Attorney comes on board.

 

Ojala Naeem
Ok, great and his expectation still for January on that?

 

Ginne-Rae Clay
Yes

 

Naeem, Ojala
Uh you know, we could maybe.  I understand a little bit better the process on staff are in terms of who all is engaged on those decisions just to make sure that there is, is you know.

Harvard beyond just interim executive director sort of being the only person reviewing these and I believe that there is and so we, we can take that as a separate discussion. I don't believe that we should put any restrictions down though on their ability to make decisions or fire staff. You know in in a real time just because it's so critical to making sure the work gets done.

 

Gaddis, Avery
Uh do you Madam Chairwoman I was Privy to some of those discussions when the legislation was being crafted and I could say with great certainty that the intent was that this individual would come in and operationalize the situation and get us going the new one talked about restrictions because you know you, you want to put someone in get us going and if that individual pans out to become the permanent exactly director so be, it, but I will tell you there was no talk about.

 

Gaddis, Avery
Hey they're going to come in. They have limited abilities. This person is responsible for getting everything set up operationalized and if the baton has to be passed. That's a whole. Another conversation, but I am fully confident that we, we do have the right individual in place to help us get operationalized so I personally as a council member have no problems where hiring folks getting us up to where we need to because that's what we should be doing otherwise? Why are we here right?

 

Comer, Andrea
Thanks.

 

Naeem, Ojala
Absolutely.

 

Comer, Andrea
I appreciate that and perhaps as the you know as the governance committee reports out at the November meeting your voice over would be very helpful as someone who had been involved with the development of the statue.

 

Naeem, Ojala
Did you catch that every?

 

Naeem, Ojala
Awesome great.

 

Naeem, Ojala
OK, so I think we and unless there's any other concerns on that point, which is you know, no restrictions should be placed in terms of decision making any type of decision making on the interim executive director and that's something we can.

 

Naeem, Ojala
Uh I don't think it's even a recommendation. I think it's just something we have to just voice and reaffirm at the council meeting and I'm happy to bring that up during my governance update and you know any support on that, if questions arise is greatly appreciated so then bringing it back to the review of again still focusing on interim you know in my experience.

 

Naeem, Ojala
Ah.

The average is usually no more than like a 6-to-9-month period for an interim and I think that that is the range that we should be working in terms of you know, obviously, giving up.

The interim the ability to understand where the feature is going and what is expected of them on the long term so with that in mind would we if we look at 6 months from kind of start date that takes us into about February. If I'm doing my math correctly does that feel like it will be a much more sufficient time frame to set the expectation that by February. We will have conducted a review and be able to make as a governance committee, the recommendation to the full council.

And keep in mind. By February, we will have established and accomplished quite a lot. I think we already have, but you know, we'll have some of the feedback from the vendor that we've selected in response to the RFP that was put out.

We will have a lot of different.

Uh I think the application will probably be online in in a January time frame as well. And so, I think a lot of the work that goes into launching officially will have been done and will give us plenty to review on so thoughts on a sort of 6-month time frame where at the end of the 6 months. We are able to conduct a review and recommendation.

Gaddis, Avery
Thru you Madam Chairwoman at the risk of monopolizing the conversation I envisioned it to be like a 6-month probationary period anyway. That's pretty standard in government and I was thinking towards the end of the first quarter of 2022 would give us which is along your lines, which you know February March, which would give us time to get some work. Product then evaluate it and have something more immediate to evaluate so I personally would be fine with a first quarter.

In the first quarter revisit of this situation.

 

Naeem, Ojala
Thoughts from other members

 

Comer, Andrea
Hey.

Naeem, Ojala
OK.

So that is a recommendation then we can take up for the council. I think maybe what would be helpful for us to do, I know some of the questions as you suggested was.

Uh maybe did it feel like we are ready to answer them. I think I have more confidence that we will by then, but we can review the document, either today or at our next governance committee meeting. We have until the end of first quarter. I think we can wait to review it at the next governance committee meeting. Make sure that we are in line with these are the right questions that we want on there from our view, perspective and then you know schedule. A time frame to send that out. If we're looking for a recommendation be made by the end of the first quarter, then.

Naeem, Ojala
We're probably looking at you know February being that around the time that we send that out, so that we're giving sufficient time to council members to complete it.

Naeem, Ojala
OK, so, so I know we've got the 360 review, which I think that document helps complete in terms of review process? Do we want this committee to be the ones reviewing all the documents and then coming forward on our recommendation. I will say I believe that session will need to be an executive session where we're going into HR territory now and I don't think that discussion of any individual performance of a staff member should be done in a public forum and we can get that confirmed through our legal counsel, but that will probably be an executive session of the governance committee and then the recommendation that comes out of it will be made during the public session of the governance committee and then taken on to the public session of the council.

So, there's that time right having the governance committee go into executive session to review you have reviewed ahead of time. The feedback that comes in and then discuss it and make a formal.

 

Naeem, Ojala
Uh like nation.

 

Gaddis, Avery
Yes, do you Madam Chair I believe we have to since it's a personnel matter?

Clay, Ginne-Rae
Sorry Madam Chair that was confirmed by the FOIA.

Clay, Ginne-Rae
Hey uhm training that we had also.

Naeem, Ojala
Great excellent.

Naeem, Ojala
OK is there anything else we want during that process. Again, I don't want to make it overly complicated.

Uh I think the 360 review is sufficient. I think the timing makes sense and then the governance committee. Getting together in executive session to review it makes sense but is there anything else we want to include that include within that process.

Naeem, Ojala
OK.

Naeem, Ojala
Great.

Uh and then from a permanent review process perspective, I believe we would be following the same.

Uhm process and  saying procedures the only question that I'd plug in is time frame for annual review. Do we again. This is based on sort of the budget and fiscal calendar but is there a recommended time frame that other.

 

Naeem, Ojala
Uh I guess government agencies use that would well align with budgeting expectations.

 

Comer, Andrea
Bringing Madam Chair I'm not sure if this is just for DCC, but I never dreamed royalty. Squired TCP our cars formed this month.

But again, I'm not so I'm assuming that there is a statewide agency wide.

Absolutely.

Naeem, Ojala
So would be following a calendar year format and therefore we want to have you know review conducted in recommendation made?

Likely prior to the December meeting does that sound right.

So probably in the November meeting and therefore you know you want to start review process in the beginning of the 4th quarter.

Great.

Naeem, Ojala
OK other questions around review both interim and permanent position.

Naeem, Ojala
And I just want to acknowledge.

Naeem, Ojala
Yeah, remember Michael Jefferson has joined as well.

Michael Jefferson
Good afternoon.

Naeem, Ojala
OK.

Naeem, Ojala
Then we will move on the final item that I just wanted to check in on or any updates on the MOU with DECD so I don't know if January you might have any updates on that or Kyle.

 

Clay, Ginne-Rae
We have not begun those discussions right now, we are focusing on bringing on staff and the demo. You will be one of the next items that we take up.

 

Naeem, Ojala
OK.

 

Naeem, Ojala
Makes sense.

 

Naeem, Ojala
There's a goal to try to have something in place for sort of 2022.

 

Clay, Ginne-Rae
Yes, oh for sure. Yeah.

 

Naeem, Ojala
OK, OK, so probably our November committee meeting will have something to take a look at.

 

Clay, Ginne-Rae
Yes.

 

Naeem, Ojala
OK.

 

Naeem, Ojala
I believe that was everything I had in terms of policies procedures and the MOU.

 

Naeem, Ojala
So uhm again opening it up to the council for the committee members on any items that I missed.

 

Naeem, Ojala
OK then in terms of recommendations that full council. The recommendations that we will be bringing forward and I don't think that these require vote because it's not uh for finalized item is just our discussions around no restrictions on the error on any type of decision making and hiring an update on the review process.

 

Naeem, Ojala
Ah dates and timelines as well as process and then just the suggestions around meeting. Attendance and expectations so Andrea. Thank you so much for sharing that graph language. I think that that works perfectly.

 

Naeem, Ojala
Outside of that I think we will uh we're waiting again to get some guidance on.

 

Naeem, Ojala
And UM standard bylaws that are not in, not required, but it might be suggested just so we have in place, they will not be as detailed as a full.

 

Naeem, Ojala
Uh governance suggestion document that was shared out for the full council in the last council meeting. But they will be anything that is, you know more of a uh legally required basis. So, we're still working on that behind the scenes. And in partnership with a couple of different departments. So hopefully have an update on that in next month’s meeting.

 

Naeem, Ojala
There are no other things relating pertaining to the agenda.

 

Naeem, Ojala
Uh I'll call I'll kind of kind of call it out once more before we adjourn.

 

Naeem, Ojala
Alright well, uh promotion adjourn.

 

Gaddis, Avery
So moved

 

Naeem, Ojala
Alright have a wonderful afternoon, everyone.

 

Minutes are a draft until approved at a subsequent meeting.

 

 

 

 

Minutes are a draft until approved at a subsequent meeting.