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HomeMy WebLinkAbout15 2021-02-22 Draft MinutesSPECIAL MEETING MINUTES February 22, 2021 1. CALL TO ORDER The meeting of the Board of Directors of the Truckee Donner Public Utility District was called to order at 4:02 p.m. by President Finn. Disclaimer: Due to the COVID-19 situation and the California Governor’s Executive Orders, this Board meeting was conducted with the Board via video/teleconferencing measures and live streamed on the District website. Public comment was opened using email and questions and answers on Zoom. 2. ROLL CALL Directors: Aguera, Bender, Harris, Vice President Laliotis, and President Finn. EMPLOYEES PRESENT: Brian Wright, Steven Poncelet, Mike Salmon, Joe Horvath, and Shanna Kuhlemier. CONSULTANTS PRESENT – Steve Gross, District Counsel and Pam Hobday, Pamela Hurt Associates. 3. PLEDGE – defer. 4. CHANGES TO THE AGENDA – none. 5. Public Comment – This is time set aside for the public to address the Board on any matter not on the agenda. Testimony related to any agendized matter should be addressed at the time that that item is considered. (The public may comment on any subject that is not on the agenda. Each speaker will be limited to three minutes, but speaker time may be reduced at the discretion of the Board President if there are a large number of speakers on any given subject.) President Finn called for public comment, seeing none. 6. DIRECTOR UPDATES – Director Harris: “As the members of this board are aware, one of the primary platforms of my campaign for election to the board was transparency and open government. I continue to strive for that ideal following my re- cent election. In light of the letter that was recently provided to me by a departing employee of the District (a copy of which I provided to the Board President for dissemination) I feel compelled to take steps to eliminate what I perceive are efforts to prevent me from having full access to information which I deem to be essential to the performance of my duties as an elected official. In this regard, I believe that a Severance Agreement and General Release that I entered into with the District in De- cember of 2018 is being utilized as a means by which deny me full and complete access to District information, and to prevent me from shedding light on matters which heretofore have been kept from the public eye. Pursuant to the District’s adopted bylaws, specifically section 2.04.060.2, I am requesting that a matter be placed upon the next regular board meeting agenda which asks the District to formally waive certain provisions of the Severance Agreement and General Release that I believe have been rendered nugatory by my election to the Board of the Directors of the District. Before I identify the pro- visions that I believe should be stricken, I want to first identify other board regulations which I believe are implicated and should be taken into consideration. They read as follows: 2.32.020.4 It shall be the policy of the Board of Directors to refrain, as individuals, from discussing management problems with the personnel of the District. At the request of the General Manager, the Board of Directors may confer with personnel at regular or special meetings of the Board. 2.32.020.5 This in no way precludes any board member from talking with any District employee or requesting information from any District employee. However, if such requests for information are of a time-consuming nature, in consideration of the employees’ work schedules, Directors shall coordinate such requests through the General Man- ager. The Severance Agreement that I entered into on December 4, 2018, contains three provisions which are being used to prevent me from performing the duties specifically authorized above. They read as follows: G 1. In accordance with the terms and conditions set forth in this Agreement: * * * b. Harris agrees that she may discuss her employment and resignation from the District, but shall not review or discuss specifics of her resignation and departure from the District, except with the Dis- trict’s General Manager or General Counsel and Harris’ legal, financial, personal and professional ad- visors and agrees to keep the terms of this Agreement confidential. c. Harris agrees that she will not contact, disrupt or attempt to disrupt District employees while they are working and will not interfere with, undermine or attempt to undermine the authority of any of her supervisors or other supervisorial or managerial staff at the District and will not encourage others to do so. * * * G 11. b. Harris represents warrants and promises she has not used and will not use for her own benefit, or divulge to any other person, firm, corporation, or other entity, any of the Confidential Information which she has obtained or learned of as a result of her employment relationship with the District, ex- cept in the course and scope of her employment by the District. Following my election to the board some of the members of the Board of Directors have insin- uated that a lawsuit will be filed should I engage in conduct which they believe violates the aforemen- tioned provisions. Most specifically, certain board members have taken the position that I may not contact any District employee to discuss matters which pertain to the operation of the District. As noted above, I believe that my election as a board member renders these provisions null and void and in order for me to properly perform the duties for which I was elected, I feel as though I must be able to perform those functions without fear of the threat of litigation against me. Despite the provision of this agreement set forth above in paragraph (b) (which required me to keep the terms of the Severance Agreement confidential), at the December 18, 2020 Special Board Meeting, the District has chosen to make this Severance Agreement a public record accessible to an- yone who seeks to review it. Having done so, I believe the District has waived its right to enforce the provisions of the agreement and further demonstrated its recognition of the unenforceability of some of the provisions of the agreement. Based upon the foregoing, I am asking this board to place an item on the next regular meeting board agenda to formally waive the enforcement of the provisions set forth above as long as I remain a member of the Board of Directors of the District.” Director Bender responded; that Director Harris entered into the agreement and ran for the Board un- derstanding her limitations per the agreement. Furthermore, the rate payers paid a considerable amount of money in a negotiated contract to ensure the agreements compliance. In past meetings, Director Harris has acknowledged her violations to the agreement. WORKSHOP 7. Strategic Plan Workshop. This item is the continuation of a series of workshops in preparation for the strategic plan. President Finn called for public comment, seeing none. ADJOURNMENT - 7:06 p.m. There being no further business before the Board, the meeting was adjourned to the next reg- ularly scheduled meeting of the Truckee Donner Public Utility District on March 3, 2021 at 6:00 p.m. TRUCKEE DONNER PUBLIC UTILITY DISTRICT _________________________________________ Christa Finn, President Respectfully Submitted, ________________________________ Shanna D. Kuhlemier, CMC, District Clerk