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07-18-2007 CAPE FEAR PUBIC UTILITY AUTHORITY ORGANIZATIONAL MEETING July 18, 2007 - 6:00 PM MINUTES Attendees: Authority Members: John R. Andrew Bill Caster Robert Greer Matt Hunter Kathryn Johnston Jim Quinn Gene Renzaglia Burrows Smith Steve Thomas Charles Wells Absent: Jason Thompson Municipal & Financial Services Group (MFSG): Edward J. Donahue Lisa Zitomer The meeting commenced at approximately 6:00 PM. Welcoming remarks were made by Mayor Bill Saffo. Bill Caster, Chairman of the New Hanover Board of Commissioners made introductions. Authority members were individually sworn in by Kim Crowell, Notary Public. Each member of the Authority was requested to sign a copy of a Waiver and Consent to Meeting which legal counsel had requested be signed. Members were each given a copy of meeting and reference materials compiled by MFSG for future use that provide background on the establishment of the Authority. Mayor Saffo presided over the election of officers. Bill Caster proposed a slate: Chairman - Matt Hunter; Vice Chairman - Gene Renzaglia; Treasurer - Charles Wells and Secretary - Steve Thomas. Motion by Bill Caster, second by Jim Quinn. No other nominations were made by any other member. Motion passed unanimously. Proposed Bylaws were given to members. Motion to adopt Bylaws and reserving right to change at a future date if necessary. Motion to adopt by Steve Thomas, second by Gene Renzaglia. Motion passed unanimously. 1 Regular meeting date was established to be the first Tuesday of the month at 8:00 AM at the Government Center Drive location; the first meeting which will be August 7, 2007. Motion by Steve Thomas, second by John Andrews - Motion passed unanimously. Authority seal needs to be adopted as per Bylaws. Official name was discussed as to whether Cape Fear Public Utility Authority is the one to be used in this process. However, this name was in the Resolution as passed by the City Council and County Commissioners. Seal will be purchasedby MFSG for the Authority. An interim appointment of a Budget and Finance Officer was made with Treasurer Charles Wells assuming these duties until a General Manager has been hired. Motion by Steve Thomas, second by Bill Caster - Motion passed unanimously. Authority committees for Executive, Finance and HR were created with Motion by Steve Thomas, second by Burrows Smith - Motion passed. It was recommended that three people participate in each of these Committees. Chairman Hunter appointed Kathryn Johnston to lead the Human Resources Committee of the Authority, an appointment which she accepted. Gene Renzaglia agreed to serve on this Committee as well. Ms. Johnston will try to secure additional people to participate on this Committee. Primary issue concerns regarding the consolidation. The Executive Committee will consist of Chairman, Vice Chairman, Secretary, Treasurer and General Manager when one is hired. The Finance Committee will be chaired by Charles Wells and serving with him will be Burrows Smith and Robert Greer. Authority needs to address the issue of obtaining legal counsel as soon as possible to consult on the various issues as they arise with the Authority. It was suggested that an hourly basis may be the first option to obtain counsel since the need is immediate. Since there is no budget available to compensate legal counsel, the City and County will initially support this action through the enterprise funds established by the City and County. Additionally, an Executive Secretary needs to be identified to serve the Board Members with administrative duties. Chairman Hunter appointed a temporary committee to assist in securing legal counsel and locating an Executive Secretary to the Authority. Jim Quinn to head temporary committee. constructive comments on revamping this description which will be incorporated. An advertisement would be placed in local newspapers in Wilmington, Raleigh and Charlotte, as well as official publications and electronic media in and out of the State of North Carolina, to get the broadest exposure to possible candidates in and out of public authorities. MFSG will assist in the work closely with MFSG in the review process. Those individuals that are qualified will be a point of discussion, and MFSG 2 suggested that a survey be made of people in similar positions to obtain a base to work from, and they will provide assistance with this process. A possible range of somewhere between $150K to a high end of $200K was discussed. MFSG made the suggestion that the Board consider this position and the six key positions reporting directly to the General Manager be considered as contract employees rather than civil service positions. Motion was made by Steve Thomas to advertise for the General Manager position after revising the job description. Second by Kathryn Johnston. Motion passed unanimously. The Board addressed a Resolution requesting that the City and County continue to operate the water and sewer systems until the transfer can be made to the Authority. A Motion by Steve Thomas was made to accept this Resolution as was read to the Board by counsel. Second by Bill Caster. After further, in-depth discussions pertaining to the content of the Resolution, Steve Thomas withdrew his Motion and the Board will address this issue at a later date. Kemp Burpeau, Deputy County Attorney, advised the Board that, effective July 17, 2007, they were - an insurance policy secured by Ann be secured once employees are hired. This was clarified by MFSG to explain that it provided directors and officers (D&O) liability insurance. MFSG presented to the Board a Transition Plan showing the extensive tasks yet to be completed and will brief the Board on the main topics, realizing that the Authority needs to make policy decisions quickly. It is anticipated that the briefing to the Board would be held at the continuation of this (July 18) meeting, tentatively scheduled for July 24. An employee breakfast and celebration has been scheduled for Wednesday, July 25, 2007, to signify that the Authority has been formed and to recognize all of Chairman Hunter indicated that he will be in attendance and requested that as many Board members as possible attend to meet and greet the participants. Additionally, an afternoon session has also been scheduled for those employees that have work-related conflicts and unable to attend the morning sessions. MFSG will provide, via email, detailed information to the Authority members. new Authority: Matt Hunter: Restore credibility with the community, regulators and creditors - do what is necessary to operate and run the systems long term. Kathryn Johnston: Concern for the employees, credibility, improved public information. Jim Quinn: Elected officials need to be kept apprised and be kept available to make this Authority work - keep communication open. 3 Gene Renzaglia: As an Authority, to put right structure, right people in place. Burrows Smith: Make sure that problems being faced today do not happen in the future; keep personal politics out and run the Authority like a business. Steve Thomas: The Board needs to set up an Authority organization that will work for the next 30-50 years; create a good foundation; no personal politics. recognize growth needs. John Andrew: Authority has been a good idea - big step forward for the County. Bill Caster: Consolidation good idea - run like a business. Robert Greer: Serve the citizens best in a consolidated form of government; serve citizens as efficiently as possible; protect the environment. Chairman Hunter requested a Motion to recess the meeting until Tuesday, July 24, 2007 at 6:00 PM at the New Hanover County Government Center - Conference Room 601. Motion by Jim Quinn - second by Steve Thomas - Motion passed unanimously. Meeting recessed at approximately 7:45 PM. Respectfully Submitted Kathleen Fulford 4