Terms definedRiverboat Foundation discusses bylaws
The Washington County Riverboat Foundation (WCRF) directors held a regular meeting at the Washington Public Library on Wednesday, Oct. 16.
At the meeting, discussions about the length of directors terms and the code of conduct conflict of interest policy were done.
According to the current by laws for the WCRF, no director shall serve more than three consecutive full three-year terms; however, after one year’s absence from the Board a former director may be re-elected to the Board.
Ted Drain took issue with the using the words “full terms.” He said he remembered just the word term being used and not “full terms.” He asked when the words “full terms” was added to the bylaws.
WCRF executive assistant Jim Logan said the change happened in 2009. He gave WCRF President Patty Koller as an example. When she came to serve on the WCRF board her first term was only two years. It wasn’t a three-year term, so she has the option to serve another three years according to the way the bylaws are written.
Drain said he didn’t remember the discussion about the part about the word “full” regarding director terms.
“I have some problems just going forward in the future,” Drain said. “Everybody that is serving is not going to serve just nine years. They’re going to serve 12.”
Director Ed Raber said he thought this part of the bylaws was being interpreted correctly. However, if Drain wanted to have wording changed, a motion would need to be made to review it.
“Well, in my own opinion, in the beginning it was to also have some turnover on the board and to get new people on the board,” Drain said.
The way the wording is currently, it doesn’t seem as if there were an exact definition for directors terms, Drain said. He understood the directors terms to be only nine years. With the review of the wording, he found out directors could serve 11 years, 11 months, and 29 days if their first term on the board wasn’t a consecutive three-year term.
Koller said the discussion about the cost of having new board members’ background check done came up in 2009. Each time someone is elected to the board the background check, which is done by the Iowa Department of Criminal Investigation (DCI), costs the WCRF $8,000. When the board was formed, the background checks only cost $3,000 to $5,000. With the bylaws the way they are now, it saves the board some money. She said this is another reason why the words full terms were added.
Director Faye Vittetoe offered a solution.
“It seems like one solution might be for counsel to look at the verbiage or the language and maybe the term should begin the month after someone is approved or they are appointed and get approval by DCI,” Vittetoe said.
Vittetoe suggested that whenever the person starts on the board, that is considered a full term, even if that director is only serving a year or two years.
WCRF vice president Mike Driscoll suggested the language be changed to say a director can serve only a maximum of nine years on the board.
No action was taken on the wording for the length of directors terms. Instead, the directors decided to have their legal counsel, Doug Tindal, review the language regarding the length of terms. He will bring back a proposal to the board for review.
Afterward, the directors discussed the code of conduct conflict of interest policy. Koller said the idea to have Tindal review this policy and its language came because there were new board members who hadn’t heard about that policy. She said it was a good refresher for the current board also.
Tindal said he thought the current policy should be modified. He thought the problem is the code of conduct conflict of interest policy is too restrictive. He said when a director has a perceived conflict of interest the policy states that board member should announce it and leave the room.
Tindal didn’t think a director should leave the room once a conflict of interest is announced. He said that director wouldn’t be able to vote on the grant request but could give the board valuable insight to the grant request that would help. He said everyone could have a potential conflict of interest, but hasn’t seen anyone on the board of directors not in good faith recuse themselves from a vote on a grant.
He gave Koller as an example. She works for the WCSD as a teacher. There has been grant requests for the school district and he said Koller could give the directors valuable information as to how approving those grants would affect the school.
Vittetoe said a director benefiting financially would identify an actual conflict of interest to her. She gave Driscoll as an example. A couple of grant cycles ago he said his company would probably bid on the flooring for a grant request, so he recused himself. She said this was the right decision in Driscoll’s case and what the directors should do.
“I like the idea where we really want people to say something in the beginning,” Drain said.
Then, the other board of directors could make a decision as to whether or not the director with the conflict of interest should continue in the discussion on that grant.
Koller said in the past the conflict of interest was to help prevent people who were involved with making the grant and writing the grant to be involved in the decision process.
Driscoll made the motion for Tindal to review the board responsibilities for the code of conduct conflict of interest policy rewritten for the next board meeting. The motion was approved unanimously.
Other items covered at the WCRF board meeting included:
extending the grants for the Izaak Walton League trail until June 2014 and the Lake Darling Youth Center until August 2014;
and scheduled grant presentations from the top five grant requests director wanted to hear from Wednesday, Oct. 30, at 6 p.m. in the Washington Public Library.
The fall grants will be awarded Tuesday, Dec. 10, at the Riverside Casino at 6 p.m.