Tiverton Wastewater district Board of Directors Roles and Responsibilities

Lays out purpose, roles and responsibilities, and culture of the board. These are meant to be the guiding principles for members of the Tiverton Wastewater District (TWWD) board.

Approval and Effective Date

This policy has been approved by the Tiverton Wastewater District Board of Directors at their regular meeting on February 24, 2025. It is effective as of this approval date until the policy is amended, rescinded or rewritten.

PURPOSE OF THE BOARD

The overall purpose of the Tiverton Wastewater District (TWWD) is to provide high quality wastewater management service to existing customers in an efficient and cost-effective manner. Our goal is to protect and improve the quality of the water resources of the Town of Tiverton. The Board of Directors of TWWD will provide broad oversight and overall strategic direction to the Staff at the TWWD. The Board of Directors (BOD) will work to ensure that the TWWD is positioned to meet its objectives. TWWD will work to expand sewer collection and treatment service into the unsewered areas of Tiverton where housing currently exists, and, where possible and practical, allow expansion of sewer service for new housing developments. TWWD will also seek to improve on-site wastewater management for the town where sewer is not available. We are stewards of community resources and want to make our Town a better place.

Roles and responsibilities

While meeting its responsibilities the Board of Directors should be mindful of the organization’s mission and the objectives of the organization that are embodied in its strategic vision.

Responsibilities of the chair and other key roles

Chair

• The Board Chair is elected by the Board Members at the annual meeting.
• Act as TWWD’s leading representative, which will involve presenting TWWD’s goals and policies to those outside the agency.
• Ensure that the board is effective in its tasks of setting and implementing the TWWD’s direction and strategy.
• Provide leadership and facilitate board discussions.
• Provide regular feedback to board members about the performance of their roles and responsibilities.
• Act as signatory on documents that require signatures in addition to staff authority

Vice-Chair

• The Vice Chair is elected by the Board Members at the annual meeting.
• Act as the Board Chair in the absence of the Chair
• Act as an advisor to the Chair.
• Serve as an intermediary for the other board members when necessary, such as in the event of the Chair having a conflict of interest.
• Provide annual performance feedback to the Chair, on behalf of other board members and executive management.

Treasurer

• The Treasurer is elected by the Board Members at the annual meeting.
• Provide review and oversight of TWWD budget and financial statements.
• Provide other board members with an understanding of financials when necessary.
• Act as signatory on financial documents that require signatures outside of staff authority.

Secretary

• The Secretary is elected by the Board Members at the annual meeting.
• The Secretary role can be filled by the Treasurer, and vice versa.
• Ensure that meeting minutes are taken and are accurate.
• Ensure that meeting agendas and minutes are posted according to applicable laws and regulations.

Responsibilities of Board members

The Board has delegated the authority for the daily operation and administration of the TWWD to the Executive Director. The Board does not have operational involvement in the conduct of the organization’s daily business activities and delivery of services. The Board bears ultimate responsibility for the TWWD achieving the purposes for which it exists. In providing leadership and strategic governance, the Board is responsible to staff, customers and the community for the performance of the organization. The Board carries out this responsibility through a stewardship role. To fulfill this role, the Board will provide effective leadership and collaborate with the Executive Director and staff in SIX categories:

1. STRATEGIC PRIORITIES

• Oversee the development and ensure the implementation of the strategic, financial and operating plans for the successful achievement of TWWD’s mission.
• Assist in the development of a logical order for the implementation of strategic priorities.
• Maintain open lines of communication through the organization and communicate the values, vision, and mission with external stakeholders.
• Develop and maintain an organizational structure to support the achievement of agreed strategic objectives.
• Adopt or amend the organization’s principles and monitor the organization’s adherence to the principles.
• Ensure the organization’s alignment with ethical policies, including its conflict of interest and whistleblower policies.
• Monitor the achievement of the strategic and business plans and annual budget outcomes.

2. STAFF

• Appoint an Executive Director and define the duties and limits of authority of this position.
• Establish a successful working relationship with the Executive Director and Staff which results in meaningful, frequent exchange of information.
• The Board and staff should commit to ‘no surprises.” All materials and information should be distributed to all members and staff prior to board meetings with sufficient time to review them.
• Monitor the performance of the Executive Director against written performance standards that are previously approved and up to date.
• Provide guidance and mentorship for the Executive Director when necessary.
• Oversee Executive Director succession and strategic staff planning.
• Assist the Executive Director with staffing concerns when requested.
• Review and achieve consensus on financial plans and annual budget proposed by the Staff.

 BOARD FUNCTION

• Recruit board members and elect board officers.
• Meet regularly with proper public notification.
• Thoroughly consider meeting agenda items prior to meetings to minimize presentation time and maximize discussion time.
• Allow opportunities for informal interactions among board members.
• Establish committees, policies and procedures to facilitate the Board’s roles and responsibilities.
• Ensure compliance obligations are met.
• Initiate a Board self-evaluation program and follow-up action to deal with issues.
• Arrange for Board members to attend courses, seminars and participate in development programs as the Board judges appropriate.
• Ensure that all systems and procedures are in place for the organization to run effectively, efficiently, and meet all legal and contractual requirements.
• Appoint standing and advisory committees as needed to support its actions, and delegate to those committees any of the powers of the Board it deems appropriate and permitted under applicable law including the TWWD Enabling Legislation.
• Periodically review and evaluate the organization’s governance, including its policies and the effectiveness of the Board.
• Ensure that the board itself is comprised of people who have the skills and qualities to effectively realize the TWWD’s Purposes and Beliefs.

4. RISKS

• Oversee the development by staff of a process to identify, manage and monitor the principal risks faced by the organization.
• Require Executive Director and staff to implement and maintain appropriate internal controls and management information systems.
• Ensure that the organization has appropriate governance structures in place including standards of ethical behavior and a culture of corporate and social responsibility.

5. COMPLIANCE

• Adopt, amend or repeal any policies or procedures of the organization and monitor the organization’s compliance with its statutory and fiduciary obligations under applicable laws and regulations.
• Adhere to the Open Meetings Act and the Access to Public Records Act.

6. STAKEHOLDERS

• Keep a current list of who stakeholders are and track relevant changes to their leadership where appropriate.
• Ensure there are mechanisms for consultation with key stakeholders and continue accountability to them.
• Oversee a process by which stakeholders and other interested parties may escalate serious concerns to the Board or to individual Board members, after exhausting internal pathways.

OTHER

• Other decisions not specifically listed that the Board concludes it should make and are not otherwise delegated to staff.

Board room culture

Directors and Committee Members must perform their roles and responsibilities with honesty, integrity and respect. Recognizing the nature of their duties (including legal obligations), they must:

• Exercise reasonable care and due diligence.
• Understand the roles and responsibilities of a Board member.
• Devote adequate time to the role. This includes preparing for, regularly attending, and participating in meetings and the broader work of the Board.
• Take responsibility for managing and accomplishing the work of the Board.
• Commit energy and drive to see that TWWD’s goals are achieved.
• Cultivate a genuine interest in the TWWD, an understanding of the issues affecting its business, and an awareness of related social justice issues.
• Act in good faith and in TWWD’s best interests, and to further its purposes.
• Use their position or information obtained from their Board role for proper purposes intended by the Board, and not improperly gain an advantage for themselves or someone else, or cause detriment to the TWWD.
• Act in a manner consistent with the TWWD’s Purposes and Beliefs and in accordance with other applicable standards.
• Act in a manner that upholds TWWD’s integrity and good reputation.
• Be appropriately responsive to the interests of stakeholders, and uphold the values of gender justice, difference, diversity and inclusion by considering the Board’s roles and responsibilities in shaping organizational culture.
• Maintain Board solidarity and collective responsibility.
• Cultivate productive working relationships by working collaboratively and treating colleagues with respect and courtesy, and in a manner that elicits their best contributions.
• Be accountable for the decisions of the Board and not work or publicly speak against them.
• Maintain the confidentiality of materials, discussions and decisions, except where authorized to waive such confidentiality.
• Do not attempt to exercise individual authority over the organization or its staff.
• Refrain from speaking publicly for the Board, except where authorized to do so.

Contribute strategically

• Contribute to the work of the Board in a manner that is constructive, informed and strategic.
• Help shape TWWD’s strategic direction by contributing to the Board’s performance of its roles and responsibilities.
• Respect the distinction between the roles of the Board and Staff.
• Thoughtfully explore, assimilate and act upon information. Comment on any critical gaps, and where appropriate, demonstrate personal courage in challenging ideas and processes.
• Effectively apply any specialized or relevant skills and knowledge.
• Communicate and negotiate with clarity.
• Where appropriate, be willing to contribute to the TWWD outside of Board roles.
• Actively engage in the development and regular monitoring of the Strategic Plan.

Build Board capacity

• Continuously improve the Board’s capacity to perform its roles and responsibilities.
• Develop the Board members’ capacity to contribute to the work of the Board including through ongoing education.
• Assist in developing the capacity of other Board members. Act as a guide or mentor when appropriate.
• Work to enhance the effectiveness of the Board’s working environment and work practices.
• Be open to receiving and acting upon feedback about the performance of their Board roles and responsibilities.

Exercise responsible oversight of financial affairs and risk.

• Ensure that TWWD’s financial affairs and risks are managed in a responsible manner.
• Understand, evaluate, and act upon information about the TWWD’s financial situation and risk environment.
• Maintain a current knowledge of work health and safety matters, including the hazards and risks associated with the operations of the TWWD.
• Ensure that appropriate financial systems and procedures are in place to minimize financial waste and any risk of wrongdoing, corruption, fraud, bribery, or other financial impropriety, including among members of the Board.
• Disclose to other Board Members any perceived or actual conflicts of interest, including related-party transactions, and any affiliations with actual or potential suppliers of goods and services, recipients of grant funds and organizations with competing or conflicting objectives.
• Where there is a perceived or actual conflict of interest, abstain from discussions, voting or otherwise participating in the decision-making on the matter, and disclose to other Board Members any material gifts or offers of gifts for their personal use obtained due to their role, and decline any valuable or otherwise inappropriate gifts.
• Promote a culture of mutual trust and integrity, supportive of the Executive Director and staff in an open and transparent environment, while respecting the right to robust discussion and disagreement.
• Board members are urged to regularly communicate their individual views and concerns to the board. They are encouraged to reach out and have dialogue with the Executive Director and staff when appropriate.
• Board members will act in the interests of the TWWD, not themselves.
• The Board actively seeks to have an ‘engaged culture’ which is characterized by candor and a willingness to challenge.

Approval Authorities of the board

The following list shall determine what the TWWD Board of directors shall retain authority to approve or designate to an individual, by vote of a simple majority.

1. Approval of the annual report and annual financial statements of the TWWD.
2. Recommendation of the TWWD’s budget to be ratified by a simple majority vote of sewer customers.
3. Approval of the vision, mission and values of the TWWD.
4. Approval of the business plan and budgets.
5. Approval of the strategic plan.
6. Approval of the internal accounting controls and significant changes to the accounting policy.
7. Definition of dollar amounts and the categories of transactions requiring Board approval.
8. The appointment and removal of the Executive Director.
9. Approval of policies and principles relating to rewards, incentives, conditions of service, benefits, health and safety.
10. Approval of delegations of the Board’s powers and authority to Committees of the Board subject to the Committee reporting back to the Board.
11. Approval of contracts or transactions that do not relate to the ordinary business of the TWWD, including any extension of the group’s activities into new business or geographic areas.
12. Approval of the TWWD’s Code of Conduct and Ethics.
13. Approval of any matter that would have a material effect on TWWD’s financial position, liabilities, future strategy or reputation.
14. Oversight of compliance with statutory and regulatory obligations.
15. Review of performance of the TWWD’s strategic aims, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.
16. Any decision to cease to operate all or any material part of TWWD’s business.
17. Changes relating to the group’s capital structure including reduction of capital.
18. Approval of resolutions and corresponding documentation to be put forward to stakeholders at a general meeting.
19. Approval of all communications, excluding routine documents.
20. Appointment or removal of TWWD officers.
21. Approval of strategic policies.
22. Approval of financing activities.

Tiverton Wastewater district advisory committee puropse, Roles, and Responsibilities

This document is intended to define the purpose, roles, and responsibilities of the advisory committee to the Tiverton Wastewater District (TWWD). This committee was formed by an affirmative vote by a majority of the board of directors during their regular meeting on 02/24/2025.

 PURPOSE OF THE ADVISORY COMMITTEE

• The overall purpose of the Tiverton Wastewater District (TWWD) advisory committee is to provide additional expertise and guidance for the TWWD board and Staff to draw upon for decision making, oversight, and strategic planning.
• The TWWD board of directors is made up of residents of the Town of Tiverton. This is a legal requirement for members of the board as described in the TWWD enabling legislation (citation). It would strengthen the board to have regular input from experts who may live outside of the Town of Tiverton.
• Additionally, it would be helpful to have input from residents of the Town of Tiverton who may not have the time necessary to be active voting members of the board. Seasonal residents, families with young children, or people who serve on other boards or committees for example. The number of board members is limited to seven (7). There must be a quorum of voting members for every meeting, so it does not make sense to elect a member to the board who may not be able to commit to being prepared for every meeting. The existence of an advisory committee allows for regular and informed participation of a larger and more diverse group of people which should yield more well-informed decisions.
• Finally, it gives an opportunity to have a place to draw talent from for new board members. It can take months for a board member to become familiar with the TWWD and the utility’s policies, procedures, and current issues. It makes sense to have a period for transition for new members to make sure they are well informed enough to make good decisions when voting, prior to them having a vote.

Advisory committee rules

TWWD staff and the board of directors want to ensure that the advisory committee is well informed and able to contribute to discussions. To facilitate this:

• The advisory committee will be comprised of at least one board member, and at least one advisory committee member.
• Advisory committee members will be elected by a simple majority at a regular board meeting.
• Advisory committee members will receive board “packets.” Forty eight (48) business hours prior to each regular scheduled board meeting, advisory committee members will receive the same information that the board gets. This will include, but is not limited to:
  • Upcoming board meeting agenda.
  • Section reports.
  • Background information for items on the agenda.
  • Meeting minutes from the previous meeting.
• The Advisory committee is a public body, and as such, any meetings are governed by the open meetings act (citation). They must abide by the requirements of the act which include at minimum the following rules.
  • Meetings must have a quorum of active members
  • 48-hour public notice accompanied by the written agenda must be given and properly posted.
  • Meeting minutes must be taken and posted on the RI Secretary of State (RI SOS) website as required by law.
  • All meetings must be accessible to people with disabilities and reasonable accommodation must be made to allow participation according to applicable laws.
• More information

Orientation booklet and Tiverton Wastewater District information available at the TWWD Office, 400 Fish Road, Tiverton, RI  02878