Understanding the Vital Role of Board Members in Governance
Matt Fritz

By Matt Fritz, Niobrara Valley EMC general manager

    When I was asked to write an article for the magazine, I chose the topic of “Responsibilities of the Board.”  Why would a general manager want to write about a topic on essentially his or her bosses?  I chose the topic because as a new GM, I wanted to give my perspective on the topic along with taking the opportunity to possibly learn something new.  Over the years I have sat on a city council, a hospital board, and a school board.  I have seen the workings of a Public Power Board and an Electric Cooperative Board as an employee and manager.  One thing they all have in common is that they are all put there by those they serve through an election process.  This is the definition of local control which is a very powerful and efficient way to govern.
    The basic board member duties start with an understanding of the fundamental legal duties.  
    • Duty of Care – Each board member has a legal responsibility to participate actively in making decisions on behalf of the organization and to exercise their best judgment while doing so.
    • Duty of Loyalty – Each board member must put the organization's interests before their personal and professional interests when acting on behalf of the organization in a decision-making capacity.  The organization’s needs come first.
    • Duty of Obedience – Board members bear the legal responsibility of ensuring that the organization complies with the applicable federal, state, and local laws and adheres to its mission.
    These three duties are just the framework for directors.  Directors have many other responsibilities as well.  Some of those responsibilities include:
    • Determine the corporate mission
    • Approve policies and oversight responsibilities
    • Allocate resources
    • Decide what lines of business to be in (consistent with state law)
    • Hire a CEO or General Manager
    • Hire and engage the auditor
    • Hire and engage the corporate attorney
    The three fundamental duties and other responsibilities come right out of NRECA’s 2600 director education course.  Many of the directors from Public Power Districts and Electric Cooperatives have taken this course along with many others from NRECA.  They serve as a great learning tool for directors to understand all aspects of the business and build meaningful relationships with members/customers, management, and staff.
    From my perspective, I have a few thoughts on what responsibilities directors need to consider to be successful.  First and foremost, a director needs to be involved.  Attend meetings and network with peer directors.  I learn a lot from side conversations during breaks.  Second, be informed.  Do some research on your own about topics that come up in board meetings.  Read about and understand the topics that relate to the electrical industry that are being reported in the news.  The third most important thing for me that a director can do is ask questions, especially in your board meeting.  Questions spark discussion, good discussion leads to sound decision-making.  This all leads to a successful business.  With all the decisions that need to be made within your systems, the regulations that potentially are coming, and the substantial load growth in the state we all need to be as informed and engaged as possible.