1. WELCOME Board Member Orientation

3. PURPOSE A voting member of the Board has full authority and responsibility to Nevada Public Agency Insurance Pool and Public Agency Compensation Trust to: A voting member of the Board has full authority and responsibility to Nevada Public Agency Insurance Pool and Public Agency Compensation Trust to: 1) develop policies, procedures, and regulations for operations 2) monitor the financial health, programs and overall performance 3) provide the Executive Director with the resources to meet the needs of the members

4. Chairman Board Member MemberStaff

5. Full Board’s Responsibilities Adopt a mission and vision that reflects the fundamental principles and values of POOL and PACT Adopt a mission and vision that reflects the fundamental principles and values of POOL and PACT Act in trusteeship for members Act in trusteeship for members Establish explicit governing policies and delegate powers judiciously Establish explicit governing policies and delegate powers judiciously Assure Executive Director’s performance Assure Executive Director’s performance

6. Full Board’s Responsibilities (continued) Maintain adequate funding for the administration, services and risk transfer functions Maintain adequate funding for the administration, services and risk transfer functions Monitor finances and investments Monitor finances and investments Create and update a long- range plan Create and update a long- range plan

7. Full Board’s Responsibilities (continued) Select and support the Executive Committee and officers and periodically review their performances Select and support the Executive Committee and officers and periodically review their performances Adopt key operating policies and procedures, approve contracts Adopt key operating policies and procedures, approve contracts Comply with the Open Meeting Law Comply with the Open Meeting Law

9. BOARD CHAIR’S DUTIES Responsible for the integrity of Board process through fairly and firmly leading the Board relationships and conduct so that it governs with wisdom and one voice.

10. Individual Board Member Duties Attend all board meetings, including special events, training, and retreats. Attend all board meetings, including special events, training, and retreats. Become knowledgeable about the POOL and PACT and how successful pools operate Become knowledgeable about the POOL and PACT and how successful pools operate Come to board meetings well - prepared and well-informed about issues on the agenda Come to board meetings well - prepared and well-informed about issues on the agenda Contribute to meetings by expressing your point of view and your suggestions. Contribute to meetings by expressing your point of view and your suggestions.

11. Individual Board Member Duties Continued Consider other points of view, make constructive suggestions and help the board make decisions that benefit those the organization serves Consider other points of view, make constructive suggestions and help the board make decisions that benefit those the organization serves Serve on at least one committee Serve on at least one committee Represent POOL/PACT to: Represent POOL/PACT to: Individuals Individuals The Public The Public Other Organizations. Other Organizations. Contribute your ideas toward enhancing programs and services Contribute your ideas toward enhancing programs and services

12. Individual Board Member Duties Continued Offer to assume board leadership roles when opportunities arise Offer to assume board leadership roles when opportunities arise Keep the Executive Director informed about any concerns your community has Keep the Executive Director informed about any concerns your community has Reach decisions in the highest and best interest of all POOL and PACT members and POOL/PACT while representing your agency’s point of view Reach decisions in the highest and best interest of all POOL and PACT members and POOL/PACT while representing your agency’s point of view Demonstrate courtesy and respect for others Demonstrate courtesy and respect for others

13. What are the basic duties of a trustee? Duty of diligence Duty of diligence Duty of loyalty Duty of loyalty Duty of obedience Duty of obedience

14. How can a trustee discharge or demonstrate duty of care? Be informed about the pool Be informed about the pool Review board materials Review board materials Request additional information Request additional information Ask questions Ask questions Attend meetings Attend meetings Understand enabling laws Understand enabling laws

15. What is the degree of care? That degree of care which a person of ordinary prudence would exercise under the same or similar circumstances. That degree of care which a person of ordinary prudence would exercise under the same or similar circumstances.

16. How can a trustee discharge or demonstrate duty of loyalty? Refrain from activities that might injure or take advantage of the pool. Refrain from activities that might injure or take advantage of the pool. Exhibit undivided loyalty and unselfish allegiance to the pool. Exhibit undivided loyalty and unselfish allegiance to the pool. Consider the interest of the pool over own self-interest Consider the interest of the pool over own self-interest Avoid Conflict of interest Avoid Conflict of interest Avoid even appearance of impropriety Avoid even appearance of impropriety Receive/accept no profit or personal gain Receive/accept no profit or personal gain

17. How can a trustee demonstrate duty of obedience? Perform duties in accordance with all local, state, and federal laws Perform duties in accordance with all local, state, and federal laws Comply with interlocal agreements, bylaws, policies Comply with interlocal agreements, bylaws, policies Seek competent professional advice Seek competent professional advice Monitor activities to ensure compliance with laws and pools’ purpose Monitor activities to ensure compliance with laws and pools’ purpose

18. What is the business judgement rule? A layer of protection for trustees who honestly and prudently pursue their duties. This rule provides that judgment by trustees about business matters is presumably correct and that business functions best when those decisions remain non-voidable except in cases of egregious conduct. A layer of protection for trustees who honestly and prudently pursue their duties. This rule provides that judgment by trustees about business matters is presumably correct and that business functions best when those decisions remain non-voidable except in cases of egregious conduct.

19. The Business Judgement Rule (continued) Trustees are presumed to have acted in good faith and in the best interest of the pool if evidence supports that trustees have satisfied each of the three basic duties, i.e. acted in good faith, made informed decisions in the honest belief that the action was in the best interest of pool. Trustees are presumed to have acted in good faith and in the best interest of the pool if evidence supports that trustees have satisfied each of the three basic duties, i.e. acted in good faith, made informed decisions in the honest belief that the action was in the best interest of pool.

20. POOL GOVERNING BOARD What is its Role? What is its Role? Total Authority and Total Accountability for All Pool Activity Total Authority and Total Accountability for All Pool Activity To Whom Is the Governing Board Accountable? To Whom Is the Governing Board Accountable? All Pool Members All Pool Members

21. POOL GOVERNING BOARD CONTINUED From Whom Is Authority Derived? From Whom Is Authority Derived? All Pool Members All Pool Members What Governs the Governing Board? What Governs the Governing Board? Laws Laws Interlocal Cooperative Agreement Interlocal Cooperative Agreement Bylaws Bylaws Policies Policies

22. POOL GOVERNING BOARD CONTINUED Who should evaluate the Board’s performance? Who should evaluate the Board’s performance? The Board The Board Pool Members Pool Members

23. CORE BOARD PRODUCTS ITS UNDELEGABLE CONTRIBUTIONS Linkage to the Ownership Linkage to the Ownership Fiduciary Responsibility Fiduciary Responsibility Guard Against Undue Risk Guard Against Undue Risk Determine Program Priorities Determine Program Priorities Direct Organizational Activity Direct Organizational Activity Explicit Governing Policies Explicit Governing Policies Assurance of Executive Performance Assurance of Executive Performance

24. FRAMEWORK FOR BOARD GOVERNANCE Vision Vision Primary Function Primary Function Policy Focused Policy Focused Values Values Guardian of Pool’s Values Guardian of Pool’s Values Focus Focus Guarantor of External Responsiveness Guarantor of External Responsiveness

25. FRAMEWORK FOR BOARD GOVERNANCE CONTINUED Outcome-Driven Outcome-Driven Enforce Focus on Mission Enforce Focus on Mission Future Future Long-Term View Long-Term View Lead Lead Forward Thinking and Creating Forward Thinking and Creating Unity Unity Facilitate Diverse Thinking But Speak with One Voice Facilitate Diverse Thinking But Speak with One Voice

26. FRAMEWORK FOR BOARD GOVERNANCE CONTINUED Define its needs Define its needs Relate to Constituencies Relate to Constituencies Self-Discipline Self-Discipline Clarify its Role on Topics Clarify its Role on Topics Information Needs Information Needs Balance Control Balance Control Define where tight/loose controls are required Define where tight/loose controls are required Time Time Use productively Use productively

27. POLICIES PURPOSE: To Denote Values and Perspectives

28. Ends To Be Achieved How will our existence affect the world? How will our existence affect the world? What should be the results? What should be the results? Needs Needs For Whom? For Whom? What cost? What cost?

29. Means To These Ends Policy statements defining prudence and ethics that limit the choice of staff means: Policy statements defining prudence and ethics that limit the choice of staff means: Practices Practices Activities Activities Circumstances Circumstances Methods Methods

30. POLICY FEATURES Explicit Explicit Statements of values in writing Statements of values in writing Current Current Up-to-date Up-to-date Literal Literal Mean what they say Mean what they say Available Available Centrally located in policy book Centrally located in policy book Brevity Brevity Compelling elegance of simplicity Compelling elegance of simplicity Encompassing Encompassing Broader value issues of governance Broader value issues of governance

31. Board-Staff Relationship How the Board relates to staff How the Board relates to staff Role Role Delegation Delegation Evaluation Evaluation Performance Performance How the Board goes about its job of governing How the Board goes about its job of governing Delegation of Power Delegation of Power

32. MISSION Board’s succinct statement of the results expected. Board’s succinct statement of the results expected. Derived from the Board’s governance of organizational values. Derived from the Board’s governance of organizational values. It should be widely disseminated as it serves as the theme and backbone of the organization. It should be widely disseminated as it serves as the theme and backbone of the organization.

33. MISSION “A board must ultimately be judged … by how effectively it achieves the mission of the institution.” -Cyril Hoole

34. Mission The POOL/PACT member services consortium provides responsive risk and management resources for public agencies. The POOL/PACT member services consortium provides responsive risk and management resources for public agencies. We Excel In: We Excel In: Innovative solutions that help Members serve the Public Innovative solutions that help Members serve the Public Financial strength, security and durability Financial strength, security and durability Cost effective risk sharing and financing Cost effective risk sharing and financing Interactive claims service Interactive claims service Member networking and resource sharing Member networking and resource sharing We Are: We Are: Member-governed Member-governed Stewards of public assets Stewards of public assets Committed to quality member services Committed to quality member services Focused on the future Focused on the future

35. Vision Every Member actively manages the risks encountered as a public agency. Membership is a privilege earned by effective agencies committed to sharing resources to benefit their employees and the public they serve. Every Member actively manages the risks encountered as a public agency. Membership is a privilege earned by effective agencies committed to sharing resources to benefit their employees and the public they serve.

36. MOTTO We deliver public agency risk/management solutions

37. POOL/PACT Core Values Trust, honesty and courageous candor Trust, honesty and courageous candor Accountability Accountability Competence, knowledge and service Competence, knowledge and service Foresight Foresight