EndurisBoardGoverning Policies

Adopted: August 17, 2007

Revised: August 13, 2008

Governance Culture:

2 | Introduction

3 | Board Purpose

3 | Governing Commitments

4 | Board Job Description

6 | Officers’ Roles

7 | Board Committees

9 | Annual Work Plan

9.1| Annual Work Plan Exhibit

10| Code of Conduct

11 | Conflict of Interest

11 |Addressing Violations

Board-CEO Relationship:

12 | Single Point of Connection

12 | Single Unit Control

13 | Staff Accountability

13 | Authority of the CEO

14 | Performance Accountability of the CEO

Operational Expectations:

17 | Global Operational Expectation/Parameter

17 | Emergency CEO Succession

17 | Treatment of Members

18 | Personnel Administration

19 | Financial Planning

20 | Financial Administration

21 | Asset Protection

22 | Communicating with the Board

23 | Coverage

24 | Communicating with Members

Results:

24|Mission

24| Mega Result

25| Rates

25| Claims Administration

25| Coverage

25| Stability and Confidence

INTRODUCTION

The Board of Directors of Enduris is committed to effectively monitoring the organization. The goal as a Board is to spend its time on what really matters: the benefits members are entitled to receive as a result of their membership in Enduris.

To accomplish this task, the Board has deliberatively and thoughtfully created a new set of Board Governing Policies that will set the direction of Enduris and allow the Board to govern from the policy level; hold the CEO and indirectly the entire staff accountable for achieving results;
and establish clear performance expectations for the CEO with regular monitoring processes built in.

The Board’s commitment to Coherent Governance has resulted in the adoption of new Board Governing Policies on August 17, 2007, which are divided in four major areas:

Governance Culture:Definition of the Board’s own work, the processes it will employ, and conditions within which it will
accomplish that work;

Board/CEO Relationship:Therole relationship of the CEO and the Board, including the specified authority of the CEO and the process for monitoring Pool and CEO performance;

Operational Expectations:Statements of the Board’s values about operational matters delegated to the CEO, including both actions and conditions to be accomplished and those prohibited;

Results:The intended outcomes for the members served by the Pool.

The foundation for the implementation of the results model of governance is set. The Board is positioned for success and is ready to begin an important and exciting journey. Different but achievable challenges are on the way. It will require work and it will be worth the effort.

GC-1

Policy Type: Governance Culture

Board Purpose

The Board of Directors of Enduris represents leads and serves the organization’s members and holds itself accountable to them by committing to act in members’ best interestsand by ensuring that all Board and organizational action is consistent with law and the Board’s policies.

The Board’s purpose is to assure that the organization achieves the results described in the Board’s Results policies and that it operates according to the values expressed in the Board’s Operational Expectationspolicies.

The Board and its directors are committed to effectively governing the organization, testing all of its decisions, maintainingdirector relationships with each other, evaluating staff, training new directors, working with subcontractors and serving members based on the following values:

Enduris is a mission-driven organization that:

  • Governs and hiresethical staff leaders who act with integrity;
  • Provides quality service in order to build long-term relationships with members;
  • Sustains in the face of all challenges;
  • Supports excellence;
  • Fosters communication, mutual trust and respect.

Adopted: August 17, 2007

Monitoring Method:Board Self-Assessment

Monitoring Frequency:Annually in May

GC-2

Policy Type: Governance Culture

Governing Commitments

The Board will govern lawfully with primary emphasis on Results for member entities; encourage full exploration of diverse viewpoints; act with integrity as ethical leaders; focus on governance matters rather than administrative issues; observe clear separation of Board and CEO roles; make all official decisions by formal vote of the Board; and govern with long-term vision.

  1. The Board will function as a single unit. The opinions and personal strengths of individual directors will be used to the Board’s best advantage, but the Board faithfully will make decisions as a group, by formal vote. No officer, individual, or committee of the Board will be permitted to limit the Board’s performance or prevent the Board from fulfilling its commitments.
  1. The Board is responsible for its own performance, and commits itself to continuous improvement. The Board will assure that its directors are provided with training and professional support necessary to govern effectively, including ethics training. After attending conferences or events, directors will report back to the Board at the next quarterly meeting about what they have learned.
  1. The Board will carry out a summative self-assessment at its annual retreat with full, honest and timely participation by all directors. The assessment will include evaluation of the Board as a whole, based on GC and BCR policies. Board assessment of progress on Results and the CEO’s summative evaluation will drive targets for the following year.
  1. As a means to assure continuous improvement, the Board regularly and systematically will monitor all policies in this section, and will assess the quality of each meeting by debriefing the meeting following its conclusion.
  1. To ensure that the Board’s meetings are conducted with maximum effectiveness and efficiency, directors will:
  1. come to meetings adequately prepared
  2. communicate openly and respectfully with each other and with staff
  3. support the Chair’s efforts to facilitate an orderly meeting

6. The Board will use a consent agenda as a means to expedite the disposition of routine matters and to dispose of other items of business it chooses not to discuss. All administrative matters delegated to the CEO that are required to be approved by the Board will be acted upon by the Board via the consent agenda. An item may be removed from the consent agenda upon approval of a majority of the Board.

7. The Board will direct the organization through Results and Operational Expectations policy. The Board’s major focus will be on the Results expected to be achieved by Enduris, rather than on the decisions made by the CEO and staff to achieve those results.

8. The Board, by majority vote, may revise or amend its policies at any time.

Adopted: August 17, 2007

Monitoring Method:Board Self-Assessment

Monitoring Frequency:Annually in May

GC-3

Policy Type: Governance Culture

Board Job Description

The Board’s job is to represent, lead and serve the members and to govern the organization by establishing expectations for organizational results, expectations for quality operational performance, and monitoring actual performance against those expectations.

The Board will:

  1. Ensure that the Results are the dominant focus of organizational performance.
  1. Advocate for the Pool.
  1. Initiate and maintain constructive two-way dialogue with the members as a means to engage them in the work of the Board and the Pool.
  1. Develop written governing policies that address:
  1. Results: The intended outcomes for the members served by the Pool;
  1. Operational Expectations: Statements of the Board’s values about operational matters delegated to the CEO, including both actions and conditions to be accomplished and those prohibited;
  1. Governance Culture: Definition of the Board’s own work, the processes it will employ and conditions within which it will accomplish that work;
  1. Board/CEO Relationship: The role relationship of the CEO and the Board, including the specified authority of the CEO and the process for monitoring Pool and CEO performance.

5.Ensure acceptable CEO performance through effective monitoring of Results and Operational Expectations policies.

6.Ensure acceptable Board performance through effective evaluation of Board actions and processes and monitoring of Governance Culture and Board/CEO Relationship policies.

7.Review and understand the annual report of the State Auditor and any reviews conducted by the Washington Office of Risk Management-Local Government Self-Insurance Program.

8.Evaluate recommendations and approve levels of self-insurance retention and the level and providers of re- insurance and blanket coverage.

9.Evaluate recommendations and adopt an annual budget.

10.Evaluate recommendations and approve member rates annually based on claims history, actuarial reports and staff recommendations.

11.Evaluate recommendations and approve coverages including any changes to the Memorandum of Coverage.

12.Approve any authorization of support to members in defending claims and suits which are not covered under the Memorandum of Coverage but which may apply to the best interest of other public entity members of thePool.

13.Contract independently with legal counsel and an actuary to support the Board in its work.

14.The Board will be reimbursed for necessary expenses incurred when conducting official Enduris business in accordance with the Enduris Travel Policy.

Adopted: August 17, 2007

Monitoring Method:Board Self-Assessment

Monitoring Frequency:Annually in May

GC-4

Policy Type: Governance Culture

Officers’ Roles

The officers of the Board are those listed in this policy. Their duties are those assigned by this policy, and others required by law. All officers serve as members of the Executive Committee, and shall be elected by the Board each year.

Chair

The Chair provides leadership to the Board, ensures the faithful execution of the Board’s processes, exercises interpretive responsibilities with integrity, reflecting the spirit and intent of the Board’s policies, and normally serves as the Board’s official spokesperson.

The Chair has the following specific authority and duties:

1.Monitor Board actions to assure that they are consistent with the Board’s own rules and policies and with other obligations imposed by agencies whose authority supersedes the Board’s own authority:

  1. Conduct and monitor Board meeting deliberations to assure that Board discussionand attention are focused on Board issues, as defined in Board policy (see GC-3);
  1. Assure that Board meeting discussions are productive, efficient and orderly;
  1. Chair Board meetings using the authority normally vested in the Chair as described in Robert’s Rules of Order;
  1. Lead timely Board meeting debriefings and periodic self-assessments toensure continuous process improvement.

2.Make all interpretive decisions of Board policies in the Governance Culture and Board/CEO Relationship sections, using reasonable judgment. The Chair is not authorized to:

  1. Make any interpretive decisions about policies created by the Board in the Results and Operational Expectations policy areas. Interpretation of these policies is the responsibility of the CEO;
  1. Exercise any authority as an individual to supervise or direct the CEO.

3.Compile and facilitate the Board’s summative evaluation of the CEO.

4. Represent the Board as its official spokesperson about issues decided by the Board and other matters related to official Board business.

5.Execute all documents authorized by the Board, except as otherwise provided by law.

6.Appoint members of all Board committees.

7. On behalf of the Board, and in concert with the CEO, develop proposed Board meeting agendas consistent with the Board’s annual calendar.

8. Certify the election of new directors five business days after all ballots are received, except in the event of the Chair’s election.

9. Serve with the CEO as the designated representatives to AGRIP, unless otherwise delegated.

10. Serve with the Vice-Chair as the alternate Auditing Officers.

11. The Chair may serve no more than two consecutive one-year terms.

Vice-Chair

  1. Serves as Chair-elect and succeed the Chair when his or her term expires.
  1. Serve with the Chair as the Alternate Auditing Officer.
  1. Serve as Chair of the Board Development Committee.
  1. Serve as Chair in the absence or inability of the Chair.

Secretary/Treasurer

  1. Serve as a member of the Executive Committee.
  1. Serve as Chair in the absence or inability of the Chair and Vice-Chair.

Adopted: August 17, 2007

Monitoring Method:Board Self-Assessment

Monitoring Frequency:Annually in May

GC-5

Policy Type: Governance Culture

Board Committees

The Board may create committees if they are deemed helpful to assist the Board in the performance of its responsibilities. If committees are established, they will be used exclusively to support the work of the Board as described in Policy GC-3, and will never be created or used to assist the CEO in any operational area.

  1. Board committee and other such entities by whatever name created by the Board will not be used to direct, advise, assist or oversee the staff. Committees customarily will prepare recommendations for Board consideration. Board committees will have no authority over staff, and may exercise demands on staff time and organizational resources only to the extent authorized in this policy.
  1. Board committees may not speak or act for the Board unless specifically authorized. The responsibilities and authority of all Board committees are carefully stated in this policy to assure that committees fully understand their duties and extent of authority, and to assure that committee work will not usurp or conflict with the Board’s own authority or conflict with authority delegated to the CEO.
  1. All Board committees are considered to be ad hoc, or temporary. The date for their termination is listed for each committee. Committees may be renewed or reauthorized upon their expiration, but unless the Board acts to renew the committee’s existence, it shall cease to exist upon the date specified
  1. All Board committees are listed below.

Board Committees

A.Name: Executive Committee

a.Purpose/Charge:

1)Provide informal, non-binding guidance to staff on behalf of the Board as it deems necessary to assure the effective and prudent operation of the Pool.

b.Membership:

1)Chair

2)Vice-Chair

3)Secretary/Treasurer

4)CEO, non-voting member

c.Reporting Schedule: At each business meeting following a meeting of the committee

d.Term: To be renewed annually in August

e.Authority Over Resources: As reasonable to support the committee’s work

B. Name: Board Development Committee

a.Purpose/Charge:

1.Recruit and nominate the slate of candidates for Board elections,whether for election or appointment, based upon their eligibility as a director. Directors may either be an employee, volunteer, or a member of the governing body of a member entity and may be elected or may be write-in candidates.

2.Assess the potential gaps in the skills and expertise needed by the Board, including: number of members, amount of contributions, severity of loss generated by a given type of entity; and geographic representation.

  1. To fill a vacancy as soon as possible;
  2. Provide the full Board with a summary review of the candidates and the recommendation of the Committee.

b.Membership:

1. Three members appointed by the Chair, none of whom are up for election.

c. Reporting Schedule for Election:

Prior to April 15:Begin identification and recruitment

June 1:Nominate candidates

June 15:Mail Ballots to Members

July 15:Receive and count ballots. Close the election.

Sept 1: Term commences

In the event that a tie vote occurs, a new ballot will be sent to members for a re-vote and returned within 14 days.

d. Term: To be renewed annually in August

e. Authority Over Resources: As reasonable to support the committee’s work

Adopted: August 17, 2007

Monitoring Method:Board Self-Assessment

Monitoring Frequency: Annually in May

GC-6

Policy Type: Governance Culture

Annual Work Plan

The Board will follow an annual work plan that includes continuing monitoring and review of all policies, dialog sessions with membership, and activities to improve Board performance.

1.The annual planning cycle will end each year in February to allow the CEO to properly align internal operational systems and processes.

2.The Board’s annual work plan for the next year will include:

a. Scheduled interaction with membership groups and persons whose viewpoints are considered helpful to the Board;

b.Governance process improvement activities, including orientation of new Board members in the Board’s governance process, and other discussions by the Board about means to improve its own performance, especially Board member knowledge and skill-building;

c.Scheduled monitoring of all policies;

d.Other events and activities that are parts of the Board’s responsibilities and interests.

Adopted: August 17, 2007

Monitoring Method:Board Self-Assessment

Monitoring Frequency:Annually in May

GC-7

Policy Type: Governance Culture

Directors’ Code of Conduct

The Board and its directors will conduct themselves lawfully, with integrity and high ethical standards, in order to model the behaviors expected of staff and to build member confidence and credibility.

1. To build trust among directors and to ensure an environment conducive to effective governance, directors will:

  1. focus on issues rather than personalities;
  1. exercise honesty in all written and interpersonal interaction, never intentionally misleading or misinforming each other;
  1. make every reasonable effort to protect the integrity and promote the positive image of the organization and one another;
  1. maintain confidentiality appropriate to sensitive issues and information that otherwise may tend to compromise the integrity or legal standing of the Board, especially those matters discussed in executive session.

2.Directors will not attempt to exercise individual authority over the organization.

  1. Directors will not attempt to assume personal responsibility for resolving operational problems or complaints;
  1. Directors will not personally direct any part of the operational organization;
  1. Directors will respect decisions of the Board and will not undermine those decisions;
  1. Directors will not publicly express individual negative judgments about CEO or staff performance. Any such judgments of CEO or staff performance will be expressed in executive session;
  1. Directors will refer any requests for access to Enduris records to the CEO.

3. Directors will serve the interests of the entire organization. Directors recognize this responsibility to the whole to be greater than: