So, you’ve been elected or appointed to the board of directors of a Colorado special district, now what?
The following is a discussion of some of the basic duties you need to be familiar with to help you discharge your important responsibilities and serve as an effective board member.
Duty #1 – Know the Documents and Law
Know the documents that govern the special district. They include the service plan for the district, any bylaws adopted by the board, and any rules and regulations.
Special districts are governed by state statute. Most member districts of SDA are special districts formed pursuant to the provisions of Title 32, article 1 of the Colorado Revised Statutes. Those statutes can be accessed online at http://www.michie.com/colorado/lpExt.dll?f=templates&eMail=Y&fn=main-h.h... or in the SDA Laws Notebook.
While no one expects you to become an expert in the state statutes in order to serve on the board, it is important to bear in mind that because special districts are a form of local government, certain restrictions apply to the district and to you as a board member, including TABOR, open meetings, public records, local government budgeting and auditing laws, and governmental immunity. Consult qualified legal counsel when necessary to ensure compliance. In addition, the SDA Board Member Manual is a wonderful resource which explains many of the laws that special districts must live by.
The documents and laws pertinent to your district are often a key resource to Board discussion and analysis of issues.
Duty #2 – Attend Board Meetings
Plan to attend all board meetings. This simple element is very important in discharging your duties to the district. Attendance by teleconference is permissible under state law, but don’t underestimate the intangible benefits of in-person attendance. Enter the dates of the Board’s regular meetings throughout the year on your calendar now. Special meetings are also sometimes called; public notice of all meetings must be given at least 72-hours in advance. Three consecutive unexcused absences from regular meetings will result in your automatic removal from the Board.
If you are not able to attend a particular meeting, please notify the Board Chairman or district office. Proxies cannot be used, so at least three of the five directors need to be present (in-person or by telephone) in order to achieve a quorum and conduct the meeting.
Duty #3 – Standard of Care
Get informed on the matters on the agenda. Participate in discussions at Board meetings, and don’t be afraid to share your experience and opinion on any issue. You must always exercise your independent judgment in the utmost good faith.
Duty #4 – Duty of Care and Loyalty
Colorado law provides that holding public office is a public trust and you have a fiduciary duty to the district and its citizens. Always act in good faith and make sure the decisions you make are in the best interest of the district. You were elected by the citizens of the district, and you must carry out your duties for their benefit.
If you have a conflict of interest (when your private interests conflict with your public duties and actions), make sure it is disclosed in advance. The most common conflicts are financial. Special district directors are subject to the state code of ethics, so learn about how your participation on the Board may be limited if you have a conflict.
Duty #5 – Confidentiality
Most meetings of the Board are open to the public, except for executive sessions. You have a duty to keep confidential what is discussed in executive sessions. You may discuss with family members, friends, or the media only what is a matter of public record. This protects both the district and the Board.
Duty #6 – Rules of Order
Be acquainted with the rules of procedure for your Board’s meetings. A strict following of Robert’s Rules of Order is not appropriate for special district boards because of important differences between the public arena and the boards of private corporations, however, observing some version of parliamentary rules can make for a smoother-run meeting.
Duty #7 – Legal Reporting Requirements
The Board may delegate the responsibility for complying with the various statutory filing and reporting requirements and deadlines to the district manager, but you should be familiar with them as well. Failure to follow certain requirements can result in the county treasurer withholding the district’s tax revenues, or even the administrative dissolution of your district by the state.
A calendar of the various statutory reporting and filing requirements for 2010 is available in the December 2009 issue of the SDA Newsletter (available on our website) and in the SDA Board Member Manual.
SDA recommends that you be sure to read the SDA Newsletter every month for important and interesting information that will help you guide your district.
Duty #8 – Compensation and Reimbursements
By law, special district directors may be compensated for their service as a director up to $1,600 per year, not to exceed $100 per meeting attended. Reimbursement of actual expenses for directors is not considered as compensation. Please keep good records of any out-of-pocket expenses reasonably incurred in the performance of your duties, and spend public monies wisely.
Duty #9 – Manage, Don’t Micromanage
Your job as a board member is to set policy, approve the budget, and guide the overall direction of the district. Don’t get involved in the day-to-day operations of the district. Hire a skilled and competent district manager and hold him/her responsible for getting it done. The best board-staff relationships are found when the board is clear (from the start) about its expectations and gives the manager regular and productive feedback. Good communication is key.
Duty #10 – Enjoy your time
We know that serving on a Board can sometimes feel like a thankless job, but please remember that the citizens have confidence in you as shown by their vote. Enjoy your time on the Board and be assured of the gratitude of your district and SDA for your willingness to serve.
Note: This article was adapted from materials on the American Resort Development Association’s website.