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HomeMy WebLinkAbout2015-10-20 RMLD Board of Commissioners Policy Committee Minutesr�1 ~ OFR' Town of Reading G t . W. {: Meeting Minutes Board - Committee - Commission - Council: RMLD Board of Commissioners Date: 2015-10-20 Building: Reading Municipal Light Building Address: 230 Ash Street Purpose: Regular meeting. Attendees: Members - Present: OWNECvEDK READING. Mass. 201 b h0V 1 l A 9. 05 Policy Committee Meeting Time: 6:30 PM Location: General Managers Conference Room Session: Open Session Version: Messrs. Pacino, Stempeck and O'Rourke Members - Not Present: Others Present: Mses. O'Brien and Foti, Mr. Fournier Christopher Pollart, Esquire, Rubin and Rudman Minutes Respectfully Submitted By: Thomas O'Rourke, Chairman Topics of Discussion: Call Meeting to Order Chairman Pacino called the meeting to order at 6:32 pm. Continued Review of Board Policies RMLD Policy it — Summer Employees Mr. Pollart reported that Policy 11 is RMLD's Summer Employee policy. The Summer Employee Program has not been utilized in twenty years based on the information provided to him. The policy was reviewed and it was determined that there were some issues with the policy that would have to be fixed. Mr. Pollart stated that the best approach to this dead practice would be to eliminate this policy. Mr. Stempeck asked if the policy was initially in place for a specific reason. Mr. Pacino replied that back in the early eighties it was in place for the Department to hire summer employees. Mr. O'Rourke said that it is a long tenured workforce at the RMLD and was curious that nothing has been needed in twenty years. Ms. O'Brien said that these are high school students who would not be qualified to perform any functions at the RMLD. Ms. O'Brien stated that we are better off hiring a co-op student with the hope that the RMLD can retain them after college as an engineer or in another position. Mr. Stempeck asked Ms. O'Brien if there was an internship program, is that what she is suggesting. Ms. O'Brien replied that a co-op student is in the Integrated Resources Department's budget. Mr. Stempeck made a motion seconded by Mr. O'Rourke that the Policy Committee recommend to remove Policy 11 Summer Employees. Motion carried 3:0:0. RMLD Policy 8 — Other Post Employment Benefits Liability Trust Fund Mr. Pollart reported that Policy 8 had not been updated in a while and the law has changed since this policy was initially put into place. Mr. Pollart said that some changes need to be made to the policy. RMLD Policy 8 — Other Post Employment Benefits Liability Trust Fund Mr. Pollart stated that really one of the fundamental problems with this policy is that it does not give any direction as to what the risk tolerance is, what the investment goals are or how RMLD would like this money invested as it just uses the prudent investor rule. It just repeats what the statute says. Mr. Pollart stated that his recommendation was to speak with Mr. Fournier and the financial advisors to figure out a little bit more about how the RMLD would like this money to be managed. For example, whether you would like the Town Treasurer to remain the custodian, whether you would like to appoint another custodian and that is your legal right to have a different custodian. Mr. O'Rourke asked what the size is or how much money are we talking about here. Mr. Fournier replied that the total liability was around $8 million when all is said and done. Mr. Fournier stated that as of June 30 we have $1.8 million towards that, the RMLD is probably way ahead of the curve when compared to other utilities and towns. Mr. Pollart asked how many participants under or over two hundred. Mr. Fournier replied that under two hundred and he is still waiting for a phone call from the Town Accountant, Sharon Angstrom. Mr. Fournier said that he was not aware of the reporting requirement and is not sure if they are reporting on behalf of the Light Department because we are considered part of the town. Mr. O'Rourke asked what the background was. Mr. Fournier replied that the town has something similar to the Pension Trust go out and have an actuarial, Segal Company performed this which is good for three years. In that study, they provide a funding schedule of what the RMLD needs to put in for their share which is reflected in the Operating Budget. It runs about $300,000 to $350,000 whereas the pension runs about $1.5 million which the RMLD has been meeting those funding requirements as the actuarial has asked us to fund. Mr. Fournier stated that the OPEB number is more manageable than the pension contribution side of it Mr. Stempeck asked if the town uses the exact same criteria. Mr. Fournier replied yes, for the purposes of OPEB, we are just considered another department of the town where the whole town is covered in the study. Mr. Fournier said that in talking with Town Treasurer, Nancy Heffernan, there was discussion a couple of years ago about if the RMLD wanted to set up a trust with the Commissioners as trustees. At the time it was decided to consider ourselves part of the town for those purposes. Mr. Fournier stated that the town was in the process of setting up a trust themselves and still have not done it yet. Mr. Fournier said that they changed general counsel which has delayed that process. They are in the process of setting up a trust and getting trustees to look at the OPEB and are including the RMLD in the process. Mr. Fournier stated that if the RMLD is going to do their own thing off to the side, the town should be notified immediately as they are ready to move on this here. They are keeping the RMLD's money separate from the town with its own separate accounting for it. Unlike some other towns the Town Treasurer, Nancy Heffernan, bends over backwards for the Light Department and does a great job for us. Mr. Fournier said that right now, as it stands, the town is still in the midst of appointing their trustee and they will be following the Healthcare Security Trust. Mr. Fournier stated that he is waiting to hear back from Town Accountant, Sharon Angstrom, to see if he is required to do any reporting. Mr. O'Rourke asked if this policy was written in 2010. Mr. Fournier replied, yes. Mr. O'Rourke said then there really hasn't been any Board responsibility. Mr. Stempeck asked if the returns have been acceptable. Mr. Fournier replied, that as of June 30 there was about $350,000 in the MMDT (Massachusetts Municipal Depository Trust) account which is basically the liquid cash that we can use to meet our annual obligations. Nancy Heffernan transfers the money out for him, the $1.5 million she puts into 90 day CDs which earn about one to two percent interest. The RMLD could get a little more aggressive with that but it's just not sitting in a MMDT account earning one half of one percent. Mr. Fournier said that the RMLD typically follows the town's investment strategy. Mr. Stempeck said that his belief is the RMLD would like to have the option open to us at some point in the future that if we wished to withdraw that we could. Otherwise he does not see the reason not to comingle with them, where it benefits everybody. RMLD Policy 8 — Other Post Employment Benefits Liability Trust Fund Mr. Stempeck said that he would like to see more of a return, but in today's environment that is an incredibly conservative approach and it does help us in a funding perspective in meeting obligations. As to getting the Board involved as trustees he does not believe that they are professionally qualified to do that, he would rather leave it in the hands of professionals. Mr. Stempeck asked if it was possible to have a caveat in there to say the RMLD could retain some independence as an organization so that if the RMLD chose to do that in the future for whatever reason it is there. Mr. Fournier replied that where the town is proceeding along with the assumption that the Light Department is going to be included with the Town's OPEB he would ask Nancy Heffernan that in five or ten years if the RMLD wanted to go on their own for whatever reason is it doable. Mr. Fournier said that he will check into this. Mr. O'Rourke agreed that the positions that they serve they have limited time and there are some fiduciary responsibilities with liabilities. Mr. Pollart said that he would have to double check that in 2010 there was some ability for the RMLD to be trustees, but with the change in the law he is not sure that there is anymore. Mr. Pollart said that since it sounds as though there isn't an interest there is no need to go down that road. By continuing to allow the Town Treasurer to be the custodian you are not foreclosing your right to choose another custodian at some future time. Mr. Stempeck said that it is clearly delineated in terms of our contribution for our employees, town employees get it at whatever payout first versus RMLD employees assuming there is nothing like that in there. Mr. Fournier stated that Ms. Heffernan keeps track of all the cash and monies in that account, the RMLD has a separate accounting and the RMLD's money is just thrown in the total balance. Mr. Stempeck said that hypothetically for example the Town of Reading's employees decide that they are all going to retire very fast and the RMLD employees are going to stay on for a longer period of time, basically the fund gets radically drawn down and who is left to pay for the rest of that fund. Mr. Stempeck asked if there were safeguards in place to assure that there are limits in terms of drawing it down on a pro rata basis, that there is some segregation in the account. Mr. Fournier replied that RMLD's money is for RMLD's employees only. Mr. Stempeck said that let them comingle in the sense of getting better rates, economies of scope but our money is our money, it should be delineated that way. Ms. O'Brien asked if there was only one Actuarial Study. Mr. Fournier replied, yes. Segal Company, they perform it every three years. As Mr. Pollart said that it may be every other year similar to the Pension Trust, again Mr. Fournier reiterated that he is waiting to hear from Ms. Angstrom to secure that end of the reporting. Mr. Fournier said that they talked before about the Pension Trust, in GASB Statement No. 68 where they are making certain assumptions including us and we have our own with Stone Consulting. Mr. Fournier said that in conversation with Ms. Angstrom why do your own if we include you. It makes it easy to do GASB Statement No. 68 if the Light Department and the Town are on the same assumptions and there is not this reconciliation. If RMLD is assuming a 6% return and the Town an 8% return then it would have to be decided which one we are going to use. Ms. O'Brien said that to speak to what Mr. Stempeck is saying if your Actuarial is making certain assumptions on the life of certain individuals, unless you are maintaining separate accounts then the assumptions for RMLD employees should pay out according to what those estimates were for their life expectancies. Mr. Fournier stated that they do look at us separately, even when Stone Consulting gets his numbers they have to breakout the RMLD portion. Mr. Pacino asked that when the RMLD does the financial statements does this show as our asset. Mr. Fournier replied that the Pension Trust is off the books as well as the OPEB. Mr. Pacino asked again if it shows as an asset in the RMLD report or the Town's report. The Pension Trust never has been it is a separate trust. Mr. Fournier stated that the Town has the OPEB and every month Ms. Heffernan sends an accounting of the RMLD's piece of the pie and all the backup documentation for the investment earnings. Ms. O'Brien stated that our auditors look at that as an asset to us and asked if it goes into the RMLD's credit rating. Mr. Fournier replied that it is not on the RMLD's books it is all part of the Town. Mr. Fournier replied that the Pension Trust is just a funding mechanism for the RMLD to meet its pension obligation and they will audit that for us as part of our annual audit, but it is not on the RMLD's books. RMLD Policy 8 — Other Post Employment Benefits Liability Trust Fund Mr. Fournier said that the only part that is on the RMLD's books is the contribution, the pension expense that we put into the Pension Trust to meet our obligation that the town requires us to pay annually. Mr. Pacino stated that it also does not show as an asset of the Town, it only shows as a separate fund because it is a Pension Trust and we are the trustees. Mr. Pacino said that from what he is hearing on the OPEB Trust is that it is showing as an asset of the Town. Mr. Fournier said that he would verify that with Ms. Angstrom. Mr. Pacino said that back to Mr. Stempeck's point that if Ms. Angstrom decides if that money needs to be spent for the Town of Reading employees she would have the right to do that. Mr. Pollart said that maybe another question is since Ms. Angstrom is accounting for these separately could the funds be shown on RMLD's books as an asset. Mr. Pacino asked if there was a legal way to restrict those funds for only RMLD obligations. Mr. Pollart replied that he would look into that. Mr. Fournier said that he would ask Ms. Angstrom how you show RMLD's OPEB in their financials and what the odds of the Town are being able to dip into it at any particular time. Mr. Stempeck said that Mr. Fournier could share the Board's concern because they are very valid concerns. Mr. Fournier stated that when it comes to our funds, the town allows us to keep separate restrictive funds that go above and beyond what the statute says and worked well with the RMLD when it comes to issues like that. As far as the financial aspects, the town has always been spot on. Mr. Pollart said that it might be worth asking whether that money is in fact legally RMLD's money in her mind or whether it is legally Town money. Is the accounting distinction that she is making is based on a legal requirement or just to be fair. Ms. O'Brien asked if we should get those answers redraft the policy and bring it back to the next meeting. The Committee was in agreement. RMLD Policy 12 — Reading Municipal Light Board Documents Dissemination Mr. Pollart reported that with respect to the dissemination of documents the policy was reviewed, changes were made to comply with the Open Meeting Law and Public Records Laws as well as to clarify some responsibilities of how to decide when and what you can disseminate. Clarity was added in certain instances where documents that you may consider in a public meeting as a public document. Mr. Pollart stated that most documents in a public meeting are considered public documents with a couple of exceptions, personnel exceptions when reviewing something relating to someone's performance or character that does not become a public record. Mr. Stempeck asked even in an open meeting. Mr. Pollart replied, correct. Mr. Pacino asked if there were any questions or comments. Mr. O'Rourke stated that in the next meeting tonight we will be reviewing the performance evaluation of the General Manager, if we are discussing performance review data from the Commissioners is that considered open for the public. Mr. O'Rourke said that this would be an evaluation or the Commissioner's assessment of her performance. Mr. Pollart replied, that there are two personal related exemptions to the open session records disclosure requirement, materials that are used in performance evaluation of an individual that bear on their professional competence, any of the documentation that you would be considering that goes to their competence would be considered not public. Mr. O'Rourke said that he considered the interpretation to be more as someone that you are considering terminating as opposed to a performance review. Mr. Pollart stated that the purpose of the protection is to protect character and reputation to the extent that you are just talking about the employees' performance without any negative connotation is fine. Mr. O'Rourke asked if those documents are subject to being open to the public. Mr. Pollart replied, yes. Mr. Stempeck stated that he did not have any real issue with that as long as we consider things fairly and write it up to show the rationale of how the scores are based. Mr. O'Rourke said that in the private sector you would not let all employees access the personnel files it would be considered a confidential document. RMLD Policy 12 — Reading Municipal Light Board Documents Dissemination Mr. O'Rourke said that he understands most of the policies and the information is going to eventually find its way to the public domain but his view is that almost anything in Executive Session is sort of privileged information. Mr. Stempeck said that maybe it is performance evaluations that are performed by the Board are not open to. Mr. O'Rourke stated that this isn't open for debate it is in the policy, we do not get to specify what subject is public domain. Mr. O'Rourke said that the question is to whether the General Manager's performance review should be open for public dissemination. Mr. Pollart replied that it is or it isn't under the statute. There is some discretion in determining what materials are used in performance evaluations that have bearing on her professional competence. Mr. Pollart said that anything that you are going to talk about concerning the evaluation will bear on professional competence. Ms. O'Brien asked that it didn't matter if it was good competence or bad competence. Mr. Pollart replied, that the purpose of the exemption is to protect reputation and character, typically disciplinary, negative types of issues. The thought being you are a publicly paid employee, the public has an interest in knowing about your performance and you weigh that against reputation and character. If it is all good what do you need to withhold it for. Ms. Foti said that there is a forty eight hour rule that if you are discussing an individual, that person in Executive Session the Board has to provide them a letter forty eight hours in advance. Mr. Pollart reiterated, in Executive Session. Ms. Foti said that obviously that is not going to be accolades of doing a great job. Ms. O'Brien said that Executive Session minutes basically get posted publicly within a year. Mr. Pacino said that once the issue is clear. Mr. O'Rourke said that it doesn't have to be a bad or a glowing evaluation someone could get a reasonable review but you may not feel good about it if you worked hard all year, there's a case where the public may say I saw your review and you did okay. These are individual perspectives and each commissioner is required to provide an evaluation when you do that sometimes when working in a committee so in the process of the dialog a score X could end up being a score Y by sharing in the knowledge of that particular person. Mr. Stempeck asked has historical precedence been that these have been open in the past. Ms. Foti replied that all reviews that she has been here for have been in Open Session. Mr. O'Rourke said that someone from the general public has never requested a copy of the evaluation form. Mr. O'Rourke said that if someone were to come in at 7:30 pm, want to sit in on their discussion and we have documents that we did not memorize. Mr. Pollart stated that they could ask for those documents. You would have ten days to respond at that point to the extent where you have preexisting documents. The ten day period gives you time to look at the documents and figure out whether or not they fit into the exemption or not then get back to them. Mr. O'Rourke said that it is his presumption that something done as a prep document one could easily argue that was preparation material and drafted for information for the meeting as opposed to an outcome or report. Ms. O'Brien asked then they cannot come into a meeting and say can I have a copy of the handout. Mr. Pollart replied, they do not have that right and in the Board's discretion if the Board is certain that something is public the Board is free to give them a copy. You absolutely have the right to say that you will get back to them in ten days per the Public Records Law. Mr. O'Rourke asked if someone participates in Executive Session meeting do they need to be given the opportunity to voice their comments, are they on receive mode only, or do we specify that in advance. Mr. Pollart asked an employee. Mr. O'Rourke replied no, if someone comes in at 7:30 and says I saw you have a meeting or is that not considered a totally open meeting. Ms. Foti asked, in Executive Session. Mr. O'Rourke replied, yes. Ms. Foti replied, that they would have to request that ahead of time and that they cannot just walk into the meeting. Mr. Pacino stated that you could invite them to come in. Mr. O'Rourke asked if they requested do we have the right to refuse if we think that it is not appropriate. Ms. Foti replied that this has never been an issue, it is on the agenda what we are going into Executive Session for it is posted and out there. They have the opportunity ahead of time to request it and if they show up it depends on what the issue is. RMLD Policy 19 — Board of Commissioners Mr. O'Rourke asked Mr. Pollart if there was anything concerning the Open Meeting Law and Public Records Law that needs the Board's attention in terms of change. Mr. Pollart replied no, that the changes are really just designed to comply with the Open Meeting Law and the Public Records Law. Mr. Stempeck made a motion seconded by Mr. O'Rourke that the Policy Committee recommend to adopt Policy 12 Revision 1 Reading Municipal Light Board Documents Dissemination. Motion carried 3:0:0. Mr. Pollart stated that this policy needs a little more input from the Board, this policy is designed to talk about what you do when you have your meetings, how they work and what not. Mr. Pollart said that is why there are a lot of questions in here. Mr. Pollart asked how do you want to run it, we can work through that, get your feedback on the various points and put together a final draft for you to look at. Mr. Stempeck said that no more Roberts Rules of Order noting that the Town does not use exactly Roberts Rules of Order. Mr. Pacino stated that for the most part the Town uses Town Meeting Times and in many commissions the boards set their own rules. Mr. O'Rourke said that number "C" sounds like a paragraph that should be deleted. Mr. Pollart responded, not necessarily should be, this is policy and a question for you. The commission has the right to set an established policy anytime that you would like by majority vote at any open meeting. Mr. Pollart said that if that paragraph was deleted that would be the case. This is a little bit different approach but if this is the approach that you choose to utilize it is legally fine. Mr. Pollart stated that it really depends on how you want to handle it and what type of flexibility you want. Mr. Stempeck asked what section Mr. O'Rourke was referring to. Mr. Pollart replied, section 1C. Mr. O'Rourke said that this is really separating what we want to communicate, right now once we approve policies they are posted to the RMLD website. Mr. Pollart said that here to the extent that you are considering a new policy you would have that on your agenda, the meeting agenda gets circulated and if people want to know what is going on with the RMLD they would pay attention to the meeting agenda. It is not as if you are implementing policy without any notice to the public. Mr. O'Rourke asked if this is something we are doing now. Ms. Foti replied not to any other policy, as soon as it is approved it goes onto the website and internally to our SharePoint drive, this policy is five years old. Mr. Pacino stated that this policy is that old and predates the internet. Ms. Foti said that we utilize the internet much more than five years ago. Mr. O'Rourke stated that the only issue is with the relationship with the other towns, if we were to make a major change to our Procurement policy or some other that someone may be interested in or some people would view posting on the internet as passive. Mr. Pacino said that it was his belief that if we make a major policy change like that it may have to go before the CAB. Ms. Foti said that the CAB has a liaison that attends the meeting and we also have Town liaisons. The only town not having a liaison appointed is Wilmington, they have two representatives on the CAB. Ms. Foti stated that is what the CAB and Town Liaison's role is when attending the meetings. The meetings are on television where years ago they were not, the whole dynamic has changed. Ms. O'Brien stated that the CAB asked to see Policy 2 because they were interested not because they had to vote on it or anything. Mr. O'Rourke said that it was his belief that they are all saying that "C" is not needed. Mr. Pacino stated that II seems pretty straight forward. Mr. O'Rourke asked if Mr. Pollart was still looking for feedback on Section III. Mr. Pollart said that was up to you whether you wanted to specify or not, every third Thursday or once a month. Mr. O'Rourke stated that he was in favor of keeping it flexible. Mr. Pacino said that maybe we should add once a month as needed. Ms. Foti said that it is good not to constrict yourself, a good example of that is that it is difficult in November because we won't have financial information so to conform to the policy you would be required to have a meeting. RMLD Policy 19 — Board of Commissioners Mr. Stempeck said that the next item is remote participation and asked didn't we already have a policy for that. Mr. Pacino replied that the town has that. Ms. Foti stated that the RMLD adopted the policy. Mr. Pollart asked if the Board took a vote adopting the policy. Mr. O'Rourke said he was under the assumption that they could, Mr. Stempeck and Mr. Talbot have both participated remotely. Mr. Pollart said that there are some statutes where if the town adopts them it counts for you. Ms. Foti said that she will forward the information to Mr. Pollart. Mr. Pacino asked if on the quorum where it states that it is a simple majority of the Board members, this is something that the Charter Review Committee discussed extensively. The Charter Review Committee decided that if you have four members, three members need to make up a quorum, a majority of the total membership. Whereas the appointed committees are allowed to go to the simple majority, half the members who are sitting at the time. Mr. Pacino stated that this is open and needs to be cleaned up to reflect that it should be three members even if they are short a member. Mr. Pollart stated that it should say requires three in person members. Mr. Stempeck said that three in person members to make a quorum. Mr. O'Rourke asked why they would have to be in person. Ms. Foti said that is something that has to be checked into how voting would work with regards to remote participation. Mr. Pacino said it would be three members no matter how many members there are and they would check into the remote participation. Mr. Pacino said that if there were four members voting and it tied at two to two then the motion would have failed. Mr. O'Rourke said that if the quorum is three than the majority vote is two. Mr. Pacino stated that if there are four members and the vote is two to two that is a losing vote. Mr. O'Rourke said that this is two different issues, if the quorum is three and the simple majority of three is two. Mr. Stempeck stated that he agrees with having the majority being three where there are five members on the Board, but does not agree with the Town Charter assuming that a two to two vote is a loss. If anything it should be tabled until the next meeting. Ms. Foti asked Mr. Pacino if it could be brought back to the next meeting. Mr. Pacino replied yes, you could put the motion back on for the next meeting. Mr. O'Rourke stated that what they are saying is that you need three people to conduct business and once you have three if you are going to make decisions and if it is going to be simple majority then it is two. Ms. Foti said that this would have to be looked into. Ms. O'Brien said what about the Code of Conduct that is read at the beginning of a meeting. Mr. Stempeck said that it sets a nice tone, Mr. O'Rourke agreed. Ms. O'Brien stated that it is an adopted special procedure that she appreciates. Mr. Pollart said that they could codify it by putting it into the policy as "A Courtesy Code of Conduct shall be read by the Chairman at the start of each meeting". Mr. Stempeck said that he would like to see something like generally following Roberts Rules of Order. Mr. Pacino stated that he would like the Board to set their own rules. Mr. Pollart said it could say "The Board will follow rules of order as established and determined by the Board from time to time". Mr. Pacino stated that next are the Board positions. Ms. Foti said that they have not been appointing the secretary position that it has been rotational. Mr. Pacino stated that in the old days they only had a chairman and a secretary, when the chairman was not present the secretary moved up and they ran the meeting. The vice chairman position was added. Mr. Stempeck noted that these days the secretary is appointed at the meeting. Mr. O'Rourke's thought is that there is some value with everyone's travel schedules to have a built in process to have someone step in when the chair is unavailable. Mr. Stempeck stated that the vice chairman fulfills that. Mr. O'Rourke reported that on the YMCA Board the vice chair becomes the chair. Mr. O'Rourke said that the challenge here is when you elect the vice chair that person's term may be up and unable to move up, but having a vice chair is good for the continuity. Mr. Pacino asked if we really want to appoint a secretary instead of rotating the position around. Mr. Stempeck replied, that he does not see any reason to change it, one person being the secretary the entire time and reading through all those minutes, it is a lot of reading. RMLD Policy 19 — Board of Commissioners Mr. Pacino stated that we have the chairman and vice chairman positions serving for a one year term and would like to see them serve two year terms. Mr. O'Rourke said that he agreed but you would have to look at it in terms of their term expiration. Mr. Stempeck said that sometimes when you go through a year of tumultuous times it can be incredibly stressful and you look forward to someone else coming in to take the reins. It is also refreshing as a training ground for people having to step up and assume the responsibilities. Mr. Stempeck stated that he does not object to the two years at all but at times it does get stressful. Mr. Pacino noted that the policy reads one year but would like a bit of flexibility. Ms. Foti said that where the position is every year if the current chairman did not want to stay in the position they could have the option to opt out if they do not want the two year term. Mr. Stempeck said a minimum of one year would be good. Mr. Pacino agreed. Mr. Pollart asked for both of the appointments, chair, vice chair and secretary. Mr. Stempeck replied not secretary that position will be kept flexible. Mr. Pollart said that the change will be chair and vice chair at minimum of one year. Mr. Pacino said next is the Board responsibilities. Mr. Pollart said part V. Mr. Stempeck said that to point is that we use the word ratepayers it was his thought that we should call them customers as opposed to ratepayers. Mr. Pollart stated whatever term that is preferred. Mr. Stempeck asked the members for their thoughts. Ms. O'Brien asked what how the towns refer to their people. Mr. Pollart replied that systems are all different with respect to how they want to refer to the folks that purchase their services, some insist ratepayers to distinguish them from taxpayers others prefer customer where it is friendlier. Mr. Pacino asked that they discuss parts III and IV, where his concern is if something should come up that the Board should be aware of that Mr. Fournier has the ability to come directly to the Board. Mr. Stempeck asked if this ability was under the state law. Mr. Pollart replied no, that under Chapter 164 the Board hires the manager and the Board does not have any role with any other employee at the Light Department. Mr. Stempeck asked if it should be at the discretion of the General Manager. Mr. Pacino stated that Mr. Fournier should have the opportunity to come to the Board if something should come up. Mr. O'Rourke asked Mr. Pollart to repeat what the statute stated. Mr. Pollart replied that the Board appoints the General Manager and they are responsible for everyone under them. There is no direct reporting or involvement between the Board and other employees. Mr. Pollart said that some ways to facilitate some communication is perhaps if the Accountant has a problem or issue they must go to the General Manager, in turn the General Manager must make a report to the Board. Ms. O'Brien asked was that not something that they had been discussing. Mr. Pollart replied yes, they had talked about that at one point. Mr. Pacino agreed that was fine and addressed the issue. Mr. Stempeck asked that they go back and address part II, paragraph two. Mr. Stempeck added to the paragraph "to adjust the General Manager's salary and/or bonus" in the event that we elect to do a bonus. Ms. O'Brien stated that it was her belief that you could not use the word bonus in a municipality, you could vote on a merit. Mr. O'Rourke said that in private business a job like Ms. O'Brien's would always be bonus because it is a pay for performance meritocracy where a merit increase could be tied to the CPI index or some other piece and a permanent increase in your rate of pay. The bonus piece is deliberately meant to be one time which reflects what you did in the year, maybe hit a homerun and the organization wants to recognize that. The question is forgetting the name you put on it in municipality compensation, Mr. O'Rourke stated that when he hears merit he does not think of it as a onetime payment but something as permanent. Mr. O'Rourke said that people are paid more competitively and at some point you are better off having the two pieces, you could give them a five percent merit especially for those who have been in an organization for a while who effectively get redlined and are at the top of their compensation. RMLD Policy 19 — Board of Commissioners Mr. Pollart said that it boils down to is as a public employee you are paid your salary to do your job from the municipal or governmental perspective it is assumed that you are going to do your job well for that salary. Therefore if you do your job well you are entitled to your salary not entitled to a bonus for doing your job well. However, if the manager has done more than do their job well, has taken on other responsibilities that were not anticipated as part of their job, e.g. working fifty five hours a week instead of forty for an entire year, their compensation should be adjusted. It is not a bonus, it is adjusting their compensation for the work that was done for that particular year. Mr. O'Rourke asked what form it can take. Mr. Pollart replied, compensation for that year. Ms. O'Brien said that it is called an adjustment. Mr. O'Rourke asked if it was onetime piece. Mr. Pollart replied yes, as a onetime piece. Ms. O'Brien asked if that is what they call it. Mr. Pollart replied, that his belief is that you can do it if you document it properly. If they check off your job responsibilities and you got an A+ for each one that is not going to qualify you for additional compensation, but if you received an A+ on each one and in addition to those job responsibilities this person did these other twelve things and got an A+ for those therefore you worked beyond your scope of employment the department is making the decision to compensate for that. Ms. O'Brien asked what well was. Mr. Pollart explained that it is not going to be how well that you perform your job duties, it is how you performed your new job duties. Ms. O'Brien asked again what well means. Mr. Pollart replied, competently. Mr. O'Rourke stated that it sits in the eye of the evaluator to an extent. Mr. O'Rourke said that the position skills and competencies and the scope, while both work with unions the knowledge needed to run this job much more simulates private industry which does have bonuses. Mr. Stempeck stated that on the evaluation form could add up to go over one hundred, there could be other elements that you could write in. Mr. O'Rourke said that in the current format you cannot really exceed one hundred and then you would have a separate document that would say in addition to the evaluation here are the items that were done that were extraordinary this year. Mr. Pollart stated that outside the general scope. Mr. O'Rourke said that it sounded like a bit of a challenge and asked if the compensation model for someone that is doing an exceptionally good job to find its way into a permanent salary increase in favor of trying to do two pieces. Mr. Pollart replied, yes. At the end of the day you are displacing it a different way and bonuses are really not permissible. Mr. O'Rourke said that they make a lot of sense where the other side of the argument is if you give someone who does a really super job ten percent increase every year you are going to wake up in five years and find out that you are not competitive. Whereas the value of the bonus is not guaranteed and it is one time. Mr. Pollart stated that municipal laws and practices are set up where they rarely look at the positive aspect, it is the worst case where you cannot have a commission giving a bonus to a general manager, they went through a process and procedure to hire this person and to get that salary. One could have a rogue Board that gives a $100,000 bonus, they are protecting against that. Mr. O'Rourke asked if Mr. Stempeck received the answer to his question. Mr. Stempeck replied that it was only a partial answer. What we were searching for was the mechanism of being able to accomplish what we are trying to do above whatever the standard municipal is. Mr. Stempeck stated that they had actually done this in the past with the previous person who was filling in for the General Manager, Kevin Sullivan, where we voted that he was basically assuming the duties, therefore they put in for a one time compensation to reflect that. Mr. Pacino said that in regards to the last paragraph of part III, paragraph 5, which speaks to; when the Accounting/Business Manager questions a payment on an invoice, if that could be renumbered to six so that it stands out and two paragraphs above that to remove the semi-annually that the General Manager, Audit Committee will meet with the Town Accountant since that is not happening. Mr. O'Rourke asked if in number five if there is a meeting for the Board that takes place in regards to a report for the DPU. Ms. Foti replied that is the report that you sign every March. Ms. O'Brien asked if we were going to hold on this policy. Mr. O'Rourke replied that since there is more changes through they will continue the review at the next meeting. Mr. Pollart stated that he would have these revisions all set for that meeting. RMLD Policy 19 — Board of Commissioners Mr. Pollart asked the Board's preference to either accept all these changes or just mark the new changes that were discussed today or keep them cumulative. Mr. O'Rourke replied that it was more progress oriented to keep them cumulative. Ms. O'Brien asked then only two will go to the Board at the next meeting. Mr. Pacino replied yes, two will go to the Board at the next meeting. Mr. Pacino stated that Policy 11 was voted to be rescinded, Policy 8, Mr. Fournier will need to provide more information, Policy 12 was voted to be adopted and on Policy 19 they are looking for more information. Mr. Pollart asked Mr. Fournier in regards to Policy 8 if he was aware if the town had a written policy with respect to the OPER. Mr. Fournier replied that he would inquire and get back to the committee. Mr. Talbot asked if Mr. Pollart if this kind of policy review is something that he does for all the municipals. Mr. Pollart replied, no. When Ms. O'Brien was at Danvers they reviewed and worked on those policies as well, but most light plants just go on where some have policies and some don't. Mr. Pollart stated that Reading is actually very progressive with respect to how you use and review your policies. General Discussion None. Schedule Next Meeting No meeting date was set. Motion to Adjourn At 7:44 p.m. Mr. Stempeck made a motion seconded by Mr. O'Rourke to adjourn the meeting. Motion carried 3:0:0.