Approved by the Board:  March 27, 2007

 

MINUTES OF THE BOARD OF COMMISSIONERS SPECIAL MEETING

 

LANSING BOARD OF WATER AND LIGHT

 

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Tuesday, February 67, 2007

 

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The Board of Commissioners met in the Executive Offices, 2nd Floor Conference Room, 1232 Haco Drive, Lansing, Michigan.

 

Present:            Commissioners Gary Calkins, Robert Cochran, Joseph Graves, Semone James, Santiago Rios, Julee Rodocker, Robin Smith, and Sandra Zerkle.

 

Absent: None.

 

The Secretary declared a quorum present.

 

Chairperson Smith called the meeting to order at 10:17 a.m.

 

PUBLIC COMMENT

 

None.

 

COMMUNICATIONS

None.

 

NEW BUSINESS

 

Chairperson Smith called the Special Meeting to order on Tuesday, February 6th 7th at 10:17 a.m. to consider the top candidates for the position of Director of Internal Auditor of the Board of Water and Light.  The Board conducted two interviews in the morning, met with Sandra Soltysiak of Varnum Consulting regarding the General Manager selection process during the lunch hour, and interviewed the last two Internal Auditor candidates in the afternoon.  Upon conclusion of the interviews, the Commissioners discussed the interview results, candidate’s credentials and ratings.  Executive Search Consultant Charles Blockett also reviewed the background checks and the salary range for the position.  After further discussion, the following motions were introduced:

Motion by Commissioner Calkins, seconded by Commissioner Cochran, to nominate Susan M. Pifer as the Director of Internal Auditor for the Board of Water and Light.

Action:  Carried unanimously.

Motion by Commissioner Calkins, seconded by Commissioner Cochran to give the BWL Human Resource Department direction in negotiating an offer. 

Action:  Carried unanimously.

General Manager Selection Process

The Commissioners met with Sandra Soltysiak, Director of Executive Search for Varnum Consulting to discuss the General Manager (GM) selection process.  Ms. Soltysiak handed out a packet of materials that included information relative to the search process, position profile and other issues.  During the meeting Ms. Soltysiak advised that several topics need to be addressed that included the job posting, expected communication measures to the Board, a leadership statement, GM current salary range and benefits, communications with third party individuals, and community involvement.

Job Description – Ms. Soltysiak advised that the previous GM job description did not match the posting.  Therefore, she requested some clarification and also suggested that the Board include a leadership statement, information regarding the strategic plan and a statement that reflects the GM’s need to work with the bargaining unit.  Ms. Soltysiak provided the Board with some suggestions regarding the job description and after further discussion a motion was introduced.

Motion by Commissioner Calkins, seconded by Commissioner Smith, to include the statement, “10 years or more with progressive utility or related leadership experience” in the job description for the upcoming General Manager job announcement.

The motion carried by the following vote:

Yeas:  Commissioners Calkins, Cochran, Rios, Rodocker, Smith, and Zerkle.

Nays:  Commissioners James and Graves.

Absent:  None.

 

As a follow-up to the motion, the Board also directed Ms. Soltysiak to rewrite the GM job description and announcement so that it maybe presented to the Board at a later date for further discussion.  They further directed Ms. Soltysiak to advise which, candidates are screened out of the evaluation process.

 

Motion by Commissioner Calkins, seconded by Commissioner Smith to remove the wording, “…arrest record…” from the equal opportunity employer statement printed on the job announcement.  

 

Action:  Carried unanimously.

 

Ms. Soltysiak went onto to ask the Board a series of questions involving how should she respond in regards to inquires about previous General Manager’s.  She also recommended to the Board that they should include a leadership statement in the job announcement.  Ms. Soltysiak further suggested that in an effort to involve the community in the process she could make her email address available so that individuals could contact her with their opinions.  Ms. Soltysiak also asked the Board for direction in determining who to meet with regarding the process.

 

Joseph Davis, Business Manager of IBEW 352 reminded the Board of the level of employee and public participation utilized during the previous General Manager search.  He also suggested continuing that process in which a focus group was developed to meet with the candidates and provide input to the Board regarding their observations.  Mr. Davis acknowledged that the Board of Commissioners will have the final decision but he advocated for an inclusionary process that creates ownership.

 

After discussion, the Board advised Ms. Soltysiak that there are public statements on record regarding the previous General Managers.  They went onto state that Sanford Novick resigned and they are restricted on what could be said regarding Joseph Pandy due to pending litigation.  As a result, the Board directed Secretary Jones to provide Ms. Soltysiak with a copy of the public statements so that she may address candidate questions regarding those topics should they arise.  The Board also indicated that they would write a leadership statement to be submitted by Thursday, February 8th.  Additionally, the Board agreed that they did not want to impede the selection process by dictating whom Ms. Soltysiak should or should not meet with.  However, they clarified that direction should be received from the Board of Commissioners.  The Board went onto express concerns regarding micromanaging the process, input that should appear before the Board, and third party meetings.  After further discussion, the following motion was introduced.

 

Motion by Commissioner Rios, seconded by Commissioner Calkins, to not impose any restrictions on the consultant as to who she contacts in carrying out her duties.

 

Discussion:  Commissioner Cochran noted that they should be open to requests for committee meetings and Special Board meetings but the Board of Commissioners should own the process and manage it.

 

Commissioner Smith asked Ms. Soltysiak what does she normally do in these instances?

 

Ms. Soltysiak responded by stating that she agreed with Commissioner Rios in advocating that the Board not dictate who she should or should not speak with.  She went onto note that if people feel that they have something to tell her then she should be open enough to meet with them.

 

Action:  Carried unanimously.

 

Motion by Commissioner Calkins, seconded by Commissioner Cochran, to pay the billing invoice received from Varnum Consulting, LLC.

 

Action:  Carried unanimously.

 

 

RESOLUTIONS

RESOLUTION NO.  2007-2-1

 

INTERIM INTERNAL AUDITOR RECOMMENDATION

 

SIX-YEAR FORECAST

 

WHEREAS, on January 16, 2007 C.L. Moore & Associates, P.C. presented the Finance Committee of the Board of Commissioners with an internal auditor report relative to the Six-Year Forecast and made certain recommendations for managerial implementation; and

 

WHEREAS, the audit report included three recommendations that advised that the Board of Commissioners of the Board of Water and Light should annually review and approve the allocation percentages used in financial decision making; and

 

WHEREAS, the audit report also recommended that the Board of Water and Light should study the capacity for wholesale sales of electricity and water due to its potential revenue generation; and

 

WHEREAS, the audit report further recommended an additional evaluation of healthcare projects due to projected industry increases; and

 

RESOLVED, That management is hereby directed to implement all of the interim internal auditor’s recommendations within the Six-Year Forecast audit report dated January 4, 2007.

 

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RESOLUTION NO.  2007-2-2

 

INTERIM INTERNAL AUDITOR RECOMMENDATION

 

COAL INVENTORY CONTROLS

 

WHEREAS, on January 16, 2007 C.L. Moore & Associates, P.C. presented the Finance Committee of the Board of Commissioners with an internal auditor report relative to Coal Inventory Controls and made certain recommendations for managerial implementation; and

 

WHEREAS, the first recommendation advocated for the separation of duties whereby, the purchasing and contracting for coal, whether emergency or not, be handled through the Purchasing Department; and

 

WHEREAS, the second recommendation also advocated for the separation of duties whereby, an additional person would be involved in the coal approval process.

 

RESOLVED, That management is hereby directed to implement all of the interim internal auditor’s recommendations within the Coal Inventory Controls audit report dated January 4, 2007.

 

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Motion by Commissioner Smith, seconded by Commissioner Cochran to accept the Interim Internal Auditor Recommendations relative to both the Six-Year Forecast (Resolution 2007-2-1) and Coal Inventory Controls (Resolution 2007-2-2).

 

Action:  Carried unanimously.

 

ADJOURNMENT

 

On motion by Commissioner Calkins, seconded by Commissioner Cochran, the meeting adjourned at 4:09 p.m.

 

 

/s/ Rhonda Jones, Corporate Secretary

Filed with Lansing City Clerk

February 13, 2007