MINUTES

Board of Directors Meeting January 17, 2017

8:00 AM MWEA Headquarters - Bath, MI

8:45

Arrival Time

Members Present

Brian Hannon Keith Moss Brian Ross Cheryl Vosburg George Davis Jennifer Zelski (TC) Harry Price Mike Harvey Greg Kacvinsky Todd Wibright

Staff Present

Jerry Harte

Guests

Patrick Frazee (Midland) (TC) Bonnifer Ballard (AWWA) (TC) 9:00 Call to Order

Approval of Agenda

MOTION: Hannon SECOND: Harvey MOTION CARRIED 8-0 (Zelski and Wibright not yet present) (Motion carried to approve Agenda as presented with addition of AWWA update by Bonnifer Ballard, as noted below.)

Introduction of Guests

Patrick Frazee, participated by conference call to discuss problems of low registration in Delta College’s Water Environment Technology (WET) program. Frazee went through a PowerPoint presentation regarding that topic, followed by discussion. (A copy of the PowerPoint is attached to these minutes for the record.) Frazee is one of the college’s WET faculty members and is on an advisory committee for the college regarding the WET program. Completion of the WET program allows graduates to write the entry-level water and wastewater certification examinations administered by MDEQ. There used to be 15 to 18 students participating in the program. However, due to declining enrollment, the College had indicated that it would probably not allow the program to continue longer than 2 more years. Professor Ron Sharp, the program’s best and only real advocate, was planning to retire. As a member of the WET advisory committee, Frazee was seeking input and ideas from organizations like MWEA and AWWA on how best to move forward. He asked whether someone from MWEA could attend an advisory committee meeting in the Spring. Frazee indicated he would provide the date of the meeting so that possibly someone from MWEA could attend. Wibright suggested APWA as a possible additional resource: they were also trying to figure out how to get people trained in public works and were having trouble finding people with even the minimum qualifications. Tom Trice was a possible contact at APWA. Michigan Rural Water Association was another possible resource (contact: Tim Neumann).

P.O. Box 397 S Bath, MI 48808 Ph 517-641-7377 S Fax 517-641-7388

www.mi-wea.org

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Hannon: MWEA already has people in the organization that do the types of training offered by the WET program. If the Delta program is discontinued, MWEA could possibly partner with a local college to that there would be a degree. Frazee would like to see it go in something like that direction. Harte suggested thinking about getting students, other than those looking for water jobs, interested in the WET program as a possible way to increase enrollment. A problem is that people get hired away after completing a couple of classes and before finishing the program. Once they have a job, they don’t have time to finish the program. Also, the job they get might not be near the college, and longer travel time is another disincentive to continue. Ross agreed that it is very tough to finish a degree after getting a job, for the reasons noted. Also, an employer may not be willing to cover costs. Ross: Would it be possible for parts of the program to be completed online (other than the labs)? Frazee believed that would be possible. The curriculum was already accredited.

Zelski indicated that the Industry Recruitment Committee might be able to help. She also noted that the MWEA scholarships had recently been revamped, and there could be some possibilities there. Frazee: Does training need to be through an accredited college to be accepted for DEQ certification requirements or to qualify to write the exams? Harte: difficult in getting certification is one problem. Another is industry recruitment – just getting people interested in the industry. Ross: going through an accredited college using MWEA instructors may be the best way going forward. Harte: To replicate the kind of training provided by the WET program would be quite a bit different than training currently offered by MWEA. For example, the WET type program typically would meet twice a week for a long period of time. The priority for organizations like MWEA need to do for their members what the members can’t do for themselves. Ross: the training meets a number of MWEA objectives, including education. It provides a pipeline for the schools; and a pipeline for industry. Zelski: Whatever ideas we come up with in considering the Delta College situation could be used for other programs, like Baker, for example. Harte: Baker has a lot more locations, it is accredited, etc., so it might work better than with a more regionalized community college. Vosburg noted that MSU had expressed interest in expanding its partnership with MWEA if Delta does not want to continue its program. Harvey: Is declining enrollment in Delta program an indicator of a bigger issue? There seems to be a need, but is the interest there? Harte: This is a huge issue. Our members keep saying that they cannot fill job openings.

Approval of Minutes from last Board meeting

MOTION: Kacvinsky SECOND: Moss MOTION CARRIED 10-0 (Motion carried to approve minutes of October 27, 2016 meeting as presented.)

Treasurer’s Report & Balance Sheet Moss referenced the handouts that were provided in advance of the meeting with the agenda. Moss noted that the association was approximately $31,000 to the good for 2016. Wibright wondered why there appeared to be a drop off for Joint Expo. Harte believed that was due just to when the information was collected: in terms of net, it had done nothing but go up. Hannon: it appears that additional expenses had been approved, but some additional revenue was not accounted for. Ross suggested that there should be an amount appropriated from the reserve account to offset the difference. Harte: MWEA paid a lot of instructor expenses for the GLWA training. When receivables are considered, not counting the grant money, MWEA should be ahead by about $71,000 for the year. Kacvinsky suggested that further review was needed and that a cleaned up version could be reviewed at the next board meeting. Moss indicated that he would reprint and get a copy to the board before the Board’s April 2017 meeting. (Note: Moss printed a revised version and distributed it for discussion at the

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meeting. There was some subsequent discussion at the end of the meeting of the Income and Expense sheet. Ross: What dashboard do we want and what do we want it to tell us? What do we want from our income and expense statements? What do we want them to tell the BOD and our members?)

Liaison Reports

The liaison reports had previously been distributed to board members.

MOTION: Hannon SECOND: Kacvinsky MOTION CARRIED 10-0 (Motion carried to receive and place on file the liaison reports.)

Watershed Certification Update

Vosburg gave an update on the Watershed Management Certification program established by MWRA working with the MSU Institute of Water Research and provided a handout regarding the program. She indicated the program was moving ahead and that they would be reviewing and updating the courses and content. Participants would have to pass all 7 courses with an 80% pass rate (can retake until pass) and must complete entire program within 24 months. Participants would also be required to attend one MWEA Watershed event within 24 months of enrollment (event fee would be waived). The cost would be $100 for each short course. Participants must enroll through MWEA. MWEA staff was working out the enrollment details. It was planned to the program ready by the Watershed Summit at the end of March 2017. The certification would have the stamp of approval of both MWEA and MSU. Kacvinsky inquired whether any of the courses addressed funding for watershed project initiatives. Harte: This collaboration with MSU, meeting the needs of both MSU and MWEA, should be viewed as a great success story. The end result will be better than perhaps initially expected. Congratulations to Vosburg for great work.

Time and Place Committee Update – 2020 Annual Conference

Kacvinsky gave an overview of the committee’s discussions to date. Committee had TC to winnow down possible locations; staff was looking into costs, etc. For a northern location, considering Grand Traverse Resort; and for an urban/southern location: Amway Grand in Grand Rapids.

AWWA – Discussion with Bonnifer Ballard

Ballard indicated that 2016 had been a very busy year for AWWA, dealing with Flint lead issues, media, and MDEQ. They had learned that they needed better communications with the public and the media. In terms of outreach, they were looking into developing communications training; and had hired a consultant on strategic communications to focus on media outreach and ultimately training members in that regard. Also looking at creating a Michigan water academy to expand their training program. Last year’s AWWA annual conference had a stronger program for content and a more high-energy approach. They had hired a consultant on how to hold a successful conference – they looked at purpose, content and other areas, including option of not holding an annual conference. They still use a call for abstracts approach, and held 2 slots for “hot topics” (advertised as “hot topics - session to be announced”). After abstracts received, they created the tracks based on areas where most need/interest expressed; then recruit speakers to cover any gaps. For 2017, AWWA looking at asset management for upcoming drinking water requirements – this would be less seminar, more workshop with practical approaches on how to actually put together an asset management plan.

MOU with AWWA

There was also discussion with Ballard and board members about a proposed Memorandum of Understanding between MWEA and AWWA entitled “Planning, Conduct and Financials for Joint Training, Committee and Board Activities.” This MOU had been drafted by Ballard and Harte and had been previously provided to the BOD. Wibright wanted to ensure that there were no board concerns regarding Joint Expo Committee language on the bottom of page 4 of the MOU. Clarification was made that the

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language in question meant that the ED of each association would determine the lead “association” for the vendor exhibits and the technical program; accordingly the word association would be added in the appropriate place. Other proposed language changes were discussed including removing references throughout the document to MWEA “secretary-treasurer.” Harvey: would the costs in the appendices have to keep being updated? Ross: yes, when costs change, they would be updated in the document, probably annually. Following discussion, it was agreed that the existing language regarding the term of the MOU did not need further clarification. Ballard agreed to make the appropriate revisions to the language and try to get the revised document back before the end of the BOD meeting. (Note: the changes were subsequently received before the end of the meeting and the MOU was signed by Ross and Davis on behalf of MWEA.)

(Break) Executive Director’s Report

Harte led a discussion of the Executive Director’s Report that was provided to the BOD in advance of the meeting.

Office Staffing: Harte introduced new staff hire, Morgan Vinyard. The board members introduced themselves to Vinyard.

MWEA Scorecard: Harte noted that the 12/31 2016 entry for “liquid assets” of $499,000 reflected receivables for GLWA training – the scorecard had never shown receivables before because there never had been receivables. The associated expenses had already been paid. What was not shown were the receivables for the last quarter of the year on the DEQ grant, so that’s another $16,000 “owed” from last year (for an approximate total of $515,000). Harte suggested putting DEQ grant money not yet paid into a dedicated fund to use at a later date in execution of the grant. Harte noted that there had been a steady decline in WEF members (down about 50); the affiliate members have remained relatively steady or increased slightly. Wibright indicated he wanted to forward the member totals to WEF. Ross: WEF doesn’t like the fact that MWEA has affiliate memberships. Harte: We are forming a membership survey dealing with membership issues. Hannon wondered whether membership levels have stayed relatively stable because we do offer affiliate memberships. In states that don’t offer affiliate memberships, have their numbers gone down? Are WEF members who leave transitioning to affiliate status? Harte’s impression is that MWEA is bucking a trend of downward membership. Ross discussed various membership approaches, including offering a corporate rate where if the organization signs up, all members of organization are members. Harvey noted the Central States utility membership approach – can sign up as a utility. Seemed to be an effective approach to increase attendance, but was not sure of overall effects on membership bottom line, etc. Ross suggested discussing some of these issues with the WEF representative when the representative is here. Harte: The MWEA “magic” is that MWEA offers training that nobody else is offering. We have the subject matter experts. Staff can help, but it is the members that are excited and that’s what makes it work. There is a special culture in Michigan – MWEA kicking **** out of most other MAs. Don’t lose that – the most difficult thing is to overcome inertia. WRRF of the Future SoM Grant: Harte: This is doing very well, and Hannon’s efforts area big part of its success. 90% of the six tasks are completed. MWEA has been reimbursed for costs in connection with the Summit, etc., but not yet for administrative time – about $25,000 outstanding. 2017 Watershed Summit: This is ready to go for the last Wednesday in March 2017. GLWA Training: Proceeding on schedule. Have purchase orders. Have done about 30 sessions in November/December 2016, and on target to do 100 sessions in 2017. New Basic Management Courses: Ross: This will serve a very important need. Harte: It is about listening to the customers. It’s a low risk/high reward proposition, hopefully. Ballard: Bob Miller from APPA planning to attend the meeting – further collaboration (Miller also with the Michigan Water Academy).

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Fall Seminar Calendar Conflicts: Harte led discussion about conflicts in scheduling of committee seminars. Some recent conflicts voluntarily resolved, but becoming more of a problem with many committees wanting to schedule around the same times of year. Staff has to work with trying to make accommodations the best they can, but someone has to have the final say. Wibright: Communication needed to help allocate times for scheduling. Are the committees working in a vacuum when making scheduling decisions? Or do they have the information at hand? Harte: Most committees decide on a date first, and then check, rather than checking first. Ross: There has to be a balance between the association’s needs and the committee’s interests and needs. Harte: The committees need to understand that everybody can’t necessarily get their first choices. Liaisons to the committees should ask committees to check first and let them know that they may not get their first choice.

Recommendation for BOD Nominations

The Nominations Committee chaired by Christine Kosmowski had met and selected a slate of candidates to fill the open positions on the BOD for the 2017-2018 year, as follows (memo from Nominations Committee previously submitted and distributed to BOD): President – Cheryl Vosburg; President-Elect – Greg Kacvinsky; Vice President – Jennifer Zelski; Secretary – George Davis; and WEF Delegate – Todd Wibright. There was discussion about how Zelski’s current position, ending early, as Federation Delegate would be handled. Ross: Suggested Zelski’s replacement would be appointed by the BOD at its meeting following the Annual Business Meeting, assuming Zelski is elected Vice President, as expected. The person appointed would serve for the 1 year remaining in Zelski’s Federation Delegate term. The BOD could ask the Nominations Committee for a recommendation of someone to fill the Federation Delegate position, based on their deliberations. Wibright: There could be a period of time that we have 3 WEF delegates (at large, plus 2) because delegates stay on until WEFTEC. Zelski indicated she would follow-up to find out what will happen to her WEF committee positions.

2017 Award Nominees

The Awards Committee had provided its 2017 awards nominations and the tally sheet was provided to the BOD in advance of the meeting for approval by the BOD. MOTION: Moss SECOND: Vosburg MOTION CARRIED 10-0 (Motion carried to approve the nominations for awards as submitted to the Board by the Awards Committee.)

Proposed Constitution & Bylaws Revisions

Davis indicated that the draft proposed changes to the Constitution & Bylaws would be ready by the March 14, 2017 meeting of the Executive Committee. (Kacvinsky and Hannon excused from meeting.)

Succession Planning (Task Force)

In advance of the meeting, Harte had submitted a memorandum to the BOD regarding formation of a Succession Planning Task Force. The BOD discussed the recommendation, including the appropriate role of the Nominations Committee in succession planning. Should the Nominations Committee take a more active role in that regard, as it was in the past? Should the 3-year limit on Nomination Committee membership be removed? There was also discussion about the relationship/differences between leadership succession and leadership structure (the latter being how jobs/functions are assigned and spread). (Wibright excused from meeting.) Harte suggested that these should be two different groups/concerns – one to get people for leadership; the other to determine how the jobs are spread out. Ross suggested these two are tied together, but with one ongoing, the other to be looked at from time to time. (Zelski excused from meeting.) Ross indicated he would put together a Succession Planning Task Force and appoint a chair. The task force would be tasked with creating a structure and procedures for leadership succession and making a recommendation for consideration of the full BOD of appropriate changes to the SOP regarding that structure.

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List/Summary of Action Items from 01-17-17 BOD Meeting

All Complete assigned tasks on Business Plan development per Ross follow-up email. Moss Review/revise Profit and Loss Statement for review by BOD at April 2017 meeting, as

appropriate. Zelski Follow-up to determine what happens to her WEF committee positions given her nomination to be

VP. Davis Check Constitution and Bylaws regarding whether any further BOD action required in connection

with nomination/election procedures (completed – there are none). Harte/ Davis Follow-up to identify potential law firms for engagement by association. Ross Form Succession Planning Task Force and appoint Chair.

New Business/Other

Harte noted that all January and February events were bursting at the seams. WWAdCon sold out; Joint Expo sold out. Considering limiting Operators Day to 700 people per day.

(Lunch) Strategic Planning/Business Plan Development Ross indicated he would send out the draft proposed business plan in Word (and indicate which chapters were still due) with a timeline for review and comments.

Adjourn

MOTION: Moss SECOND: Davis MOTION CARRIED 7-0 (Motion carried to adjourn.)