The period between Thanksgiving and New Year is one of increasing activity for everyone. In Cambria, that includes such traditional events as Hospitality Night, Friends of The Fiscalini Ranch “Songs For The Season” Fundraiser, the opening of the Cambria Christmas Market (which I believe can be seen from space) and Cambria Center For The Arts Theater’s delightful production of “It’s A Wonderful Life”, which is open to all free of charge. The weather is cooling, the shops are looking festive and the line at the Post Office has begun to double back on itself as holiday greetings arrive and depart and packages are lugged in and hauled out. The rotating faces of the homeless stationed outside remind me that we still have a way to go to make the season a little brighter for everyone.
Cambrians are many things, but at the top of that list sit the twin sisters of Kindness and Generosity. We may grumble a bit as we dig a little deeper to pay our water bill, but that grumbling doesn’t even think about making an appearance when we reach again for that ten or twenty dollars to hand to the volunteers lining the driveway circling the Vet’s Hall every time a community member is faced with a difficult and often tragic situation. The sudden unexpected loss of a beloved community member draws a congregation to mourn together, remember together and celebrate a life well lived, together. People truly care about each other around here; as good as it is, it ain’t the spaghetti that draws a crowd.
The community demonstrates caring in other ways, most visibly in the political process. There are thousands of people in the community, and a really impressive number participated in the recent election, with a registered voter participation rate in the neighborhood of 87%. The run-up to election day was crowded with candidate forums, small gatherings at citizen’s homes, discussions at the Farmer’s Market and everywhere people would meet. Everyone had an opinion, a favored candidate, and carried a burning platform. Lines were drawn, sides taken, divisions hardened. But really, how deep did the divide go? My guess is that there are a handful of diehards on every side, a larger number adjacent, and an even larger number right in the neutral zone; not uncaring, not uninvolved, not ambivalent. Just people who kept their humanity standing in front of their partisanship. It was pretty noisy, and kind of ugly at times, but we all had our chance to speak with our votes.
No Electoral College Needed
With the election behind us, I looked ahead to the December Board meeting, where the newly elected and re-elected Directors would take their seats at the podium.
One major item needed to be addressed at the top of the session – electing the President and Vice President who would lead the Board in the upcoming year. This was an event eagerly anticipated by much of the community, and there was a lot of energy around the topic in the weeks between the election and the session. As with many things, there was a lack of clarity as to how the process actually works. Many believed that there was a rotational policy, where the officers would rotate through their terms. A subset of this belief was that the sitting VP (assuming re-election or in this case, continuation of his elected term) would become president, and a new Vice President was to be elected. Others believed that everybody got a turn with the gavel. Many felt that it was only fair that a sitting Director who had served a full term, but who had not been given a turn in either position was “due”. This viewpoint had some additional merit since this Director was the top vote-getter in this election, as well as in her previous run.
Where’s the Rulebook?
I remembered a bit of a conversation I had with one of the Directors earlier in the year, and I believed I had a good understanding of the “rules” surrounding this process. I wanted to be sure I had it right, so I sent an email to the Directors and asked for clarification of the rules, and for any “color” they might want to add.
My Email: “I’m doing a bit of research for my next piece and was hoping you all could give me your quick view on the nomination and election of Board execs – President and Vice President. There seems to be some confusion in the community about how that process works. My understanding from what I’ve read and heard is that there is no official rule/policy/bylaw that mandates a change in officers. There is a section on the CSD Website that says officers are chosen every year, but nothing that says “new” officers must be chosen. I’m trying to clearly separate the issues -what is “REQUIRED” versus what is “Past Practice” versus what is “Fair.” There is a perception in some parts of the community that everybody should get a turn with the gavel; some believe that it is a requirement, others believe that is a customary practice, others believe it is a position that is earned. So my simple (!) question – what is the current governing rule/regulation/bylaw that determines how these positions are filled? If you care to add any “color” to the response that would be helpful.”
Within two days I received independent responses from Directors Sanders, Thompson and Rice. They agreed on the facts, and also gave some interesting background. They all agreed I could share their feedback.
Greg Sanders: “Michael – the CCSD Board of Directors By-Laws, duly adopted by the Board, are very clear on the subject. Section 1.4 of the By-Laws states as follows:
“The President and Vice President of the Board shall be elected annually at the first regular meeting in December and the term of office shall commence immediately upon election and continue until replaced.”
That is the only provision of the By-Laws pertaining to the election of the President and Vice-President of the Board. There is nothing in the By-Laws regarding rotation, etc. The Board is free to use any criteria it chooses to select a Board President and Vice-President. The Board could, for example, decide immediately following an election that a candidate receiving the most votes should be selected as the President. Or, the Board could choose to ignore the election and select a President and Vice-President on the basis of some other criteria, or no criteria at all.
He also added some historical perspective: In my service on the Board… there has been no particular pattern followed. I served back-to-back terms as President of the Board in 2009 and 2010. The Board wanted continuity at a time when some very significant issues were under consideration. When I served from 2002-2010, Don Villeneuve, a fellow Board member, did not serve at any time as President. As I recall, he did not serve as Vice President, either. He resigned in 2008 (or thereabouts).
In my experience, selection of a Board President and Vice-President has been based on exigencies. Ilan Funke-Bilu served as either Board President or Vice –President when the District was involved in litigation with Chevron Corp. over MTBE contamination of the Santa Rosa Creek aquifer. He conducted most of the negotiations with Chevron. Having a leadership position enhanced his position vis-à-vis Chevron.”
Mike Thompson: “Good afternoon Michael—-To avoid any possible Brown Act violation, I won’t cc any of the other individuals you queried. You are correct in assuming that there is no official rule/policy/bylaw regarding Board elections. The only requirement is the ability to count to three…in other words, it takes two members besides yourself to gain election. Last year Gail indicated a desire to continue in the chair to see through the process of applying for the permanent permit for the SWF. I and two others felt that was in the best interest of the District. In the recent past, Greg Sanders was President for two consecutive terms, so there is precedence.”
Amanda Rice: “The way boards choose their officers has always struck me as kind of an awkward situation, primarily due to Brown act restrictions about talking to other directors about certain business items. I can’t, for instance, talk to directors to try and find out if there’s a consensus about who should be president or vice president. There is no rule or law that requires the officers to ever change; as long as somebody is in office they can serve as president or vice president.
Besides there being nothing specific about “how” officers are rotated, there is nothing that bestows any additional powers or authorities to any individual board member, whether they are president, vice president or non-officer directors. The bylaws give the president the job of chairing… the meetings and to the vp in the president’s absence.
Amanda then added some interesting color: “Last year the bylaws were amended to give the president some additional authority:
- Designates or acts as a spokesperson for the board and a point person for gov’t relations.
- Makes appointments to all committees subject to board approval.
- May add an item to the agenda without the same required board majority of other directors. Can also approve the request of another director to add an item to the agenda, even without board majority.
The bylaws were also changed so that the general manager developed the agenda in cooperation with the president and vice president. Previously, the bylaws stated that the executive committee worked with the general manager to put together the agenda.
The bottom line is this – with the approval of the majority of the board, our bylaws give the president additional control of the direction of the board and therefore, of the district. I disagreed with the changes then. I disagree with them now. But they are the bylaws that I abide by as a director.”
So, one official bylaw. No official “Rule.” All for an office that has “no special power” except when it does. Got it? Good!
It was a blustery day in the hundred acre wood. Fortunately, Pooh's thoughtful spot was in a sheltered place. Now he sat down and tried hard to think of something. Winnie the Pooh: Think... think... think... Gopher: Say, what's wrong, sonny? Got yourself a headache? Winnie the Pooh: No, I was just thinking. Gopher: That so? What about? Winnie the Pooh: I... Oh, bother! You made me forget.
The Big Moment
I was a few minutes late due to the big ass rainstorm that picked the right day to show up. Despite the weather, the Vet’s Hall was packed with people eager to have their voices heard. There was a lot of great energy in the joint – not all positive of course; I got the sense that many of the attendees were staunch supporters of Amanda Rice, and they were not convinced the Board would honor their wish and select her as the new president. And so we begin.
Vice President Thompson did an “LBJ’, indicating he would not accept if nominated and would not serve if elected. Newly elected Director Harry Farmer, in his best “slow-jamming the news” voice, nominated Amanda Rice to fill the office of President. Wild applause from the audience! Discussion followed. Director Jim Bahringer spoke. He said that the politically easy thing for him to do would be to support Amanda, but in his view Director Greg Sanders would be a better choice to lead the Board, given the circumstances and work to be done over the next year. He felt Amanda should be Vice President this year, and President in 2018. This did not go over very well with the attendees. Public comment was fiery, with pointed and passionate comments along with a reading of the will – of the people who signed a petition calling for Amanda’s ascension, complete with the petitioner’s written comments. The nomination was defeated 3-2. Director Bahringer then nominated Greg Sanders and Amanda Rice for President and Vice President. More discussion, with Director Rice giving her reasoning as to why she would be the right choice for President. More cries from the people, lots of angry faces, fully expecting their hopes for change to be crushed.
A vote was called on the Sanders/Rice ticket. Monique straightened her Christmas sweater and called the roll:
Director Bahringer – NO.
Director Sanders – NO.
Vice President Thompson – NO.
Director Rice – NO.
Director Farmer – NOOOOO.
What? WOW!!!!! He voted against his own nomination!?!? This was really fascinating – a ripped-from-the-pages of a political thriller screenplay. I scanned the room for Aaron Sorkin. He wasn’t there, so I scanned the room for Aaron Wharton, who also wasn’t there. No matter – the drama continued.
Director Bahringer then immediately nominated Director Rice for President. Monique, now at the edge of her seat, again called the roll. The vote – 5-0. Amanda was President. She immediately nominated Greg Sanders for Vice President. Again Monique cheerfully called the roll – again 5-0. The CCSD Board of Directors was ready to go.
I know Kathe Tanner will report on the important discussions that followed, but I want to comment on the last Agenda item. A compensation increase for selected members of the CSD staff was put before the Board for a vote. The increase would be given in two steps in 2017. A 5.5% increase in January, a second 5.5% in June. At first blush an 11% increase is attention-grabbing and cause for serious discussion. The General Manager went through the reasoning behind the proposal, with one of the key points being very compelling to me. Over the last several years staffing levels have been reduced, with several positions eliminated and the attendant duties added to the responsibilities of the employees under discussion. So these positions carry more responsibility, and in my mind additional compensation should be given.
I understand arguing against the increases on financial grounds. I was distressed to hear that some members of the board and the public had views that were less than sensitive, culminating in a public comment that the employees “should be grateful they have a job.”
I continue to be confounded by the people who, in earlier public comment railed against the staff for not delivering information they have demanded (demands that add additional workload and are a time drain on an already overburdened team) are the same people who, in the same meeting, cried out loudly for “fairness” and “doing the right thing” in the election of the Board President would speak so forcefully against showing “fairness” and “doing the right thing” for the employees who give more than what is reasonable in service to the community.
The board did the right thing and approved the compensation.