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>> Congratulations on being appointed or elected to a public board,
commission, or other governing body.
The Massachusetts Office of the Inspector General wants to provide you with information,
training, and technical support to help you be an effective board member
and to help you understand the legal framework for public boards.
Through your service, you help government run effectively,
and you ensure that public funds are spent appropriately.
The position you have comes with tremendous responsibility.
Your actions impact programs, organizations, and the lives of people who may depend
on the services your organization provides.
This video highlights some key concepts, but other useful information
and training opportunities are available from the Office of the Inspector General
and other Massachusetts agencies.
>> I've served on many boards and commissions,
so I know from my experience what an awesome responsibility it is.
There is so much to know about how an organization works, how we budget
and pay for things, and the laws and rules that apply.
It really is daunting for someone new to government.
For our democracy to work, members of our public boards must take their roles seriously
and take the time to study.
It's like being in school again, but I know it's easier said than done.
The best way to study to become a board member is to start with this video
to get an idea of what you need to know.
And then, download our guide for members of public boards and commissions.
We also offer a free training for board members to help them
to be better prepared for this important role.
I want public board members to know that they should ask questions and get answers,
so they understand exactly what they are voting on and they can fulfill their duties.
Some questions may include things like, "is their organization engaging
in proper competitive procurements for high priced goods and services?"
"if an executive director is taking an expensive trip, is it justified, and is it consistent
with the public organization's mandate?"
>> Here are three key principles that can guide you on your path to success as a board member: ,
Prepare for your role, Embrace your fiduciary duty, Protect the assets
and resources of your organization.
We'll start with Prepare for your Role.
Being prepared for your role means you understand how your organization works,
the mission of your organization, what authority you and other board members have
and the legal framework you and the organization must operate in.
In other words, you need to understand how you are responsible for ensuring the accountability
and transparency of your organization's actions.
Keep in mind that your board members are the guardians of public assets,
and in many cases, of the public welfare.
This is a weighty responsibility that must be acknowledged
and clearly understood by all board members.
So, how do you prepare for this responsibility?
To prepare for your role, make sure that you understand the organization's mandate,
your duties as a board member and the rulebook.
Let's look at each individually, starting with the organization's mandate.
Every public organization has a mandate in the form of a statute,
bylaw or other defining legal document.
The mandate establishes the organization's purpose and mission.
Become familiar with this mandate and find out if the board also has an explicit mandate.
Your board is, in a sense, an organization within an organization.
As such, you must learn the board's individual mandate and rules.
Do you know how the organization carries out its mandate?
It's carried out through its structure, leadership, procedures, and rules.
The board also has its own structure, specific tasks, duties and obligations.
The board is governed by its own rules and procedures.
So, you need to learn these, too.
It's a lot to learn, but once you gather all of this essential information,
you're ready to hit the ground running.
Now, let's look at your duties as a board member.
Your duties stem from the organization's mandate and other federal, state or local laws.
Your duties often, but not always, include approving budgets,
evaluating executive performance, verifying compliance and drafting policies.
As a board member, you're part of the ownership of the organization,
and the most important thing you can do in carrying out your duties is to ask questions.
Ask about your role and the board's role in decision making for the organization.
Take budgets, for example., some questions you may want to ask are
"what input does the board have in creating the budget?"
"what changes, if any, can the board make to the budget?"
"does the board have direct authority or does it act in an advisory or approval capacity?"
Always keep in mind that as a public body, certain rules apply to spending public money.
You should know these rules, but whether it's budgets, executive evaluations
or policy development, it's important to know what questions to ask
and to never be afraid to ask those questions.
To be an effective board member, you sometimes need to get answers to difficult questions.
>> Even though adopting rules, regulations and policies may be part of your responsibilities,
it's not your job to run the organization.
Your role is primarily one of oversight and leadership.
Now, by setting policies and approving budgets, you may have a great deal of input
into how an organization is run and the tone and culture set by management.
The day to day operations are usually left
to the executive director, not the public board members.
The board should focus on making certain that the executive's actions align
with the organization's mandate and that management operates in a manner
that achieves the organization's objectives and preserves its assets.
So, the board's role, in some sense, is to manage the manager rather
than manage the organization as a whole directly.
The board should ensure that the executive director is doing their job and that they comply
with their contract or job description.
So, the board actually has oversight of the executive director.
Many boards also determine executive compensation.
This could be one of your tougher tasks.
You should have a performance assessment process for the executive director that justifies his
or her compensation and benefits.
This assessment process will also help you evaluate whether the organization is
working well.
>> Now, let's discuss the rulebook.
There are many laws and regulations that might apply to your specific type of organization,
like regulations that apply only to public housing authorities or school districts.
We referenced this earlier when discussing your mandates.
However, there are also laws and regulations that apply to all Massachusetts public bodies.
It's these laws that we call the rulebook.
We'll only highlight four laws: the Open Meeting Law, the Public Records Law, Procurement Laws
and the Conflict of Interest Law, also known as the state ethics law.
We'll look briefly at each one, but there is much more to know
about how they apply to you and your organization.
We encourage you to learn as much as you can about these laws.
Let's start with the Open Meeting Law.
The Open Meeting Law aims to promote transparency and requires that most meetings
of public bodies be open to the public.
As a board member, you must understand Open Meeting Law requirements,
including public notification, recordkeeping and when you may go into executive session.
In Massachusetts, there are only ten justifications for going into executive session.
To learn more about these ten legal justifications and other information
about the Open Meeting Law, please contact the Office of the Attorney General.
>> Hi, everyone, I'm Maura Healey.
As Attorney General, one of my jobs is to appoint talented, knowledgeable people to serve
on our state's public boards and commissions.
It's really critical work.
From helping to run our community colleges to sitting on our local housing boards,
awarding forestry licenses, to overseeing workers compensation.
Members of our public boards help every day to protect taxpayer funds, shape public policy
and ensure that your government operates effectively and transparently.
That's why it's so important that our board members understand their duties and obligations
and the many laws and regulations that impact how they do their jobs.
And, my office is here to help.
If you're a member of a public board or commission or thinking about joining one,
go to my website and learn about our Open Meeting Laws.
Take advantage of the free training offered by the Inspector General's Office,
and please check out their website for additional information.
If you still have questions, please let us know.
Get in touch with my office or the Office of the Inspector General and let us know what you need.
And, on behalf of everyone in Massachusetts, thank you for your service and your dedication
to ensuring that our government truly works for everyone.
>> Now, let's review the Public Records Law.
The Public Records Law requires that records be retained for certain periods of time
and must be made available to the public upon request.
Board members often don't realize
that all official communications are considered public records,
even if the communication is on a private device.
So, board members should be aware that their emails and text messages sent
from personal devices may be public records if they sent them in their official capacity.
Next, we'll look at the Procurement Laws.
Procurement Laws are intended to promote open and fair competition for public contracts
for the purchase of goods and services, including design and construction services.
Boards should ensure that the organization understands and follows the Procurement Laws.
And, finally, the Conflict of Interest Law.
The Conflict of Interest Law aims to promote integrity in government.
Board members and the employees
of public organizations must follow the Massachusetts Conflict of Interest Law.
Compliance with the ethics law includes completing an online training offered
by the State Ethics Commission after being appointed to your board.
You must also disclose any possible conflicts, including any affiliations or relationships
which may prevent you from acting fairly and objectively.
>> Strong personalities can really impact board decisions.
It's a real challenge.
Let's take, for example, Board of Commissioners for Housing Authority.
Say the executive director asks the Board of Commissioners to approve spending some money
for new refrigerators for all the tenants.
This type of purchase should be done under the state procurement law.
However, there's a member of the board that owns a local hardware store.
This board member makes a very aggressive push, a real hard sell, to get this contract.
The board member argues he can give them a great deal on these refrigerators,
so why follow the procurement law.
The board approves the contract for him with the justification
that if they're getting a great deal, maybe they don't need to follow the procurement law.
There's no harm in it.
Well, there is harm.
They didn't follow the procurement law.
They probably violated the conflict of interest law
by awarding this work to a fellow board member.
They also probably violated their fiduciary duty.
And, let's not forget all these board members took an oath of office where they promised
to uphold the laws of the Commonwealth.
In this case, they didn't do that.
And, let's not forget they really have no assurance
that they're getting a great deal on these refrigerators.
How do they know that?
They're taking the board member's word for it.
They did not use the competitive bid process required by law to get that level of assurance
that they're really getting a great deal.
These board members, all board members, have a responsibility to ensure
that they are using the funds entrusted to them wisely and well.
In this case, not so sure that they did that.
They have an obligation to follow the laws and the rules
that the public expects them to follow.
>> The next principle we'll look at is "Embrace your Fiduciary Duty."
But, first, what is a fiduciary?
A fiduciary is a person that has a duty created by their undertaking
to act primarily for another's benefit.
In other words, as a board member, you have been placed in a position of trust
where you are acting for another's benefit.
Even if you aren't a fiduciary by law, the board members are guardians of public assets.
In this section, we'll discuss why fiduciary duties are relevant to board members
and outline the core duties of a fiduciary.
Why are fiduciary duties relevant to you?
Whether you are acting in an advisory capacity or providing direct oversight,
you are providing an essential governmental service under the public trust,
and you must act in the best interest of your public organization.
Fiduciary duty is critical to the role of a board member.
So, now, let's look at the core duties of a fiduciary.
Three core duties for fiduciaries are a Duty of Care,
a Duty of Loyalty and a Duty of Impartiality.
All fiduciaries, whether you are a lawyer, a trustee or a board member,
have obligations to follow these duties.
Let's look at each one in more detail.
The Duty of Care means that questions must be asked to ensure informed
and reasonable decisions are made.
The Duty of Care is also sometimes referred to as using due diligence.
As a public board member, you need to find out how money is being spent by the organization
and ensure that the organization is getting what it paid for.
>> In another example, let's discuss the director of a public charter school.
This director goes to the board of directors for the not for profit foundation
that supports the charter school and asks the board to fund a trip
to an educational conference in California.
After the trip is over, the board receives the bills.
What they notice in the billing is that without their knowledge, the director took her assistant
and also took the school's athletic director on the trip.
The three flew first class.
They stayed at a five star hotel rather than the less expensive conference hotel, and apparently,
they spent lavishly on food and beverages including alcohol.
The total cost of the trip was about $15,000.
The board has a responsibility to make sure that any expenditures
that they approve are reasonable, acceptable and necessary.
In this case, it's unclear if those level of expenditures were justified.
The board needs to question these types of expenditures.
There's no reason for them to feel pushed or compelled to fund any expenditure
that a director or any executive asks them to pay for.
At the end of the day, the board has absolute authority to simply say "no."
>> The Duty of Loyalty means the organization's interests come before any
of your personal interests or your personal gain.
Board members must act solely in the interest of the organization and its constituents.
If personal interests conflict with your duty, then you must disclose this conflict,
recuse yourself from decision making or consider leaving your position.
A prime example of the Duty of Loyalty is the board's obligation
to award contracts based on merit rather than favoritism.
Lastly, there is the Duty of Impartiality.
The Duty of Impartiality means board members must consider the interests
of the whole organization.
You represent all of the organization's interests and not the interests
of one individual, one constituency or one policy.
For example, say you are appointed to a regional board from one member town.
Of course, you need to represent your appointing town, but you can't do this at the expense
of the interests of the other member towns or the regional organization itself.
>>The third principle to guide you as a board member is "Protect your Organization."
This means protecting the assets, resources and mission
of the organization and its constituents.
The strongest form of protection comes from ensuring
that your organization's business is conducted transparently
and that management is held accountable for their actions.
Next, we'll look at how to protect your organization's assets, resources and mission.
Keep the following three things in mind.
Ensure prompt and complete disclosures of information
to promote transparency and accountability.
Institute safeguards and internal controls to protect employees and the assets
of the organization and avoid common pitfalls.
We'll look at each in turn.
>>Prompt and complete conflict of interest disclosures help protect the organization
from legal risks and ensures transparency.
Disclosures help constituents
and other stakeholders evaluate whether the organization is working in their best interests.
Draft policies that create safeguards and internal controls
to protect the organization's assets.
Examine the current policies and make sure they can help you uncover fraud,
waste or abuse of public assets.
Create or revise policies to include practical internal controls like the separation of duties.
For instance, the risk for fraud and abuse is high when the person who verifies the accuracy
of timesheets is the same person who approves the payroll.
The board should work with management to identify where the organization is at risk
and take steps to address these risks through policies and oversight.
Making sure management enforces policies and other safeguards is required to establish the
"tone at the top" for your organization.
This tone helps create a culture of accountability in the organization.
Next, we'll look at three of the more common pitfalls:, Resistance,
the Authoritarian and Expert Syndrome.
Let's start with Resistance.
This is when other board members or management push back on your questions,
suggestions or desire to make changes.
You may be told "not to rock the boat,"
"why fix it if it's not broken" or "we always do it this way."
We caution you to consider the impulse to conform
and accept the way that has always been done.
Your fiduciary duties and the best interest of the organization require you
to hold other board members accountable and to be an independent voice.
Next is the Authoritarian.
Sometimes, long serving members with strong personalities or opinions take control
of the board and do not see the value offered by other board members.
The Authoritarian expects other members to just come along for the ride.
Make sure that your role is not that of a rubber stamp.
Ask questions.
Also, remember that bullying of board members
by other members is never acceptable and should never be tolerated.
And, finally, the common pitfall of the Expert Syndrome.
Another board member or the executive director is considered by others to be the expert
on all matters before the organization.
This expertise, whether real or imagined, often leads to board members deferring to the expert
and failing to question decisions even when they disagree.
Don't be swayed by an expert or give in to a bully on the board.
This has happened time and time again where, for example,
boards are only given partial information related
to budgets and spending, and it's not okay.
Keep asking for information.
To be an effective board member, you must have the information you need
to make informed decisions.
>> Although my skills and experience as the Chief of the Criminal Bureau
for the Attorney General's Office are assets to me as a board member, the boards
and commissions class provided me with new and valuable information
that will help me be a better board member.
It was well worth my time to take the class, and I encourage all public board members to take it.
I particularly appreciated the discussion of pitfalls that public board members should watch
out for and knowing what to look for and actively participating
in their role will allow public board members to do their jobs more effectively.
>> Thank you for watching this boards and commissions video.
Please consider taking our live class for public board and commission members.
We also offer classes on public procurement, preventing procurement fraud
and many other topics important to your role in government.
Look into our Massachusetts Certified Public Purchasing Official program,
and please visit our website at www.mass.gov/ig for additional resources
like our quarterly procurement bulletins, technical advisories,
class schedules and registration information.
We hope to see you at one of our classes soon!
>> What I hope board members take away from this video is a very basic overview
of what we believe public board members should know.
My hope is that board members who watch this video, gain an appreciation
for what they may not know or what they are not too comfortable with.
They can now fill these knowledge gaps by asking questions to gain a clear understanding
of what they are voting on and what rules they must follow.
I know board members want to do a good job.
Otherwise, they would not have made the commitment to serve.
I recommend that they take our free class for members of public boards and commissions.
We offer it in Boston and around the state.
We'll also come to your office to give a live presentation,
or if you have video conference technology, we can simulcast a class to your jurisdiction.
Board members should also download our guide for members of public boards and commissions.
We created this in booklet size, so board members could bring it
to their public meeting as a resource.
We'll try to help you find what you need to be an effective board member.
Our office has a statutory mandate to prevent fraud, waste and abuse of public tax dollars.
Trainings and courses like this can help you do your part in helping us carry out our mission.
We are all in this together.
We all serve the public and our communities.
To make it work, it's got to be a team effort.
Thank you for watching, and I hope to see you at one of our trainings.
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