Title
Continued Delegation of Additional Authority to CEO During COVID-19 Emergency
Body
Agenda of: June 24, 2020
Item No.: 2020-213
Amount: N/A
TO: The Honorable
Board of Directors
Great Lakes Water Authority
FROM: Sue F. McCormick
Chief Executive Officer
Great Lakes Water Authority
DATE: June 18, 2020
RE: Continued Delegation of Additional Authority to CEO During COVID-19 Emergency
MOTION
Upon recommendation of William M. Wolfson, Chief Administrative and Compliance Officer, the Board of Directors (Board) of the Great Lakes Water Authority (GLWA or the Authority), approves the following actions to address the continued state of emergency related to the COVID-19 virus pandemic:
1. Between the date of adoption of this Resolution and the sooner of the first previously scheduled Board Meeting date to occur two weeks following the lifting of the state of emergency declarations related to the COVID-19 pandemic or September 23, 2020, GLWA’s Procurement Policy is amended to authorize the CEO to approve non-emergency procurements in excess of one million dollars ($1,000,000.00), provided that before approving any such non-emergency procurement in excess of $1 million dollars ($1,000,000.00), the CEO shall notify the Board of the proposed procurement, shall review the proposed procurement with the Board’s Operation and Resources Committee, and shall present the procurement to the Board for ratification at the first available opportunity following the CEO’s approval action;
2. It is the intent of the Board in adopting this resolution, that this delegation be terminated as soon as practicable;
3. Authorizes the CEO to take such other action as may be necessary to maintain continuity of GLWA operations and accomplish the intent of this vote; and
4. Notes that an affirmative vote of 5 members of the Board is necessary for the adoption of this Resolution.
BACKGROUND
The Articles of Incorporation for the Great Lakes Water Authority (Articles) were adopted in 2014. Article 9, Section A. provides, in pertinent part, that “The Board shall conduct regular meetings as needed and not less than once during each quarter of each year.” Section K of Article 9 requires the Board to adopt a Procurement Policy. Subsection 6 of this Section K states in pertinent part that: “unless specifically provided for in the procurement policy, that the chief executive officer or other authorized employee of the Authority shall not sign or execute a contract until the contract is approved by the Board.” GLWA’s Procurement Policy adopted by the Board in 2018 generally authorizes the CEO to approve contracts up to $1 million dollars ($1,000,000.00) in value. The Procurement Policy is consistent with the provision of Article 13, Section B of the Articles which states in pertinent part: “The chief executive officer shall supervise and be responsible for the day-to-day operations of the authority.”
JUSTIFICATION
The President of the United States and the Governor of the State of Michigan have both declared states of emergency related to the COVID-19 pandemic. On June 18, 2020, Michigan’s Governor Whitmer issued Executive Order 2020-17 which extends the state of emergency declaration related to the COVID-19 pandemic until July 16, 2020. While some businesses throughout Michigan have been permitted to re-open with limitations to provide social distancing, others remain closed. Unlike those organizations, GLWA has continued its day-to-day operations. In continuing these operations, GLWA is attempting to provide protection for its team members who are required to work on-site to maintain services during this emergency. GLWA’s operations are aligned with the requirement of Governor Whitmer’s June 1, 2020, Executive Order No. 2020-111 that: “Any work that is capable of being performed remotely must be performed remotely.”
Under the Articles, the Board is required to meet at least once a quarter in a public meeting consistent with the requirements of Michigan’s Open Meeting Act (MCL 15.). Because these meetings are open to the public, the amount of people present possess a heightened risk of infection transmission to the Board, staff and other members of the public who may attend the meeting. In order to mitigate this risk, the Board has continued to meet monthly via video conferencing with provisions for public participation.
Under the Board’s prior delegation, less than 10 contracts have been signed by the CEO; all of which were subsequently ratified by the Board within two weeks of the CEO’s action. Given the CEO’s responsibility for day-to-day operations, the successful implementation of the prior resolution, and the extended state of emergency, a continued delegation to the CEO as outlined by this Resolution is consistent with the Board’s oversight responsibility, the CEO’s day-to-day operational responsibility and their mutual responsibility to help protect public health in the wake of this virus.
BUDGET IMPACT
This item does not impact the GLWA’s budget.
COMMITTEE REVIEW
This matter is being presented directly to the Board.
SHARED SERVICES IMPACT
This item does not impact the shared services agreement between GLWA and DWSD.