Thursday December 16th  2010




Meeting brought to order at: 7:05pm


Fred Oviatt                 Weyerhaeuser

Stevan Sorbets          Staff Executive Assistant

Aaron Miller               Vernonia School District

Maggie Peyton          Staff Executive Director

Rachel Wilcoxen        Vernonia School District

Linda Naeve               Staff Fiscal Manager

Lee Klingler                Community

Jo Zettla                      Community

Cory Colburn             Council Vice Chair

Jason Busch                Council Chairman

Eric Larke                    Council Secretary

Gilbert McClain          Community


Welcome and Introductions:



No announcements were made.

Public Comments:

            No public comments were made.


Review Minutes:  A motion was made and seconded to approve the November Council Meeting Minutes. The Motion passed Unanimously.



  • Linda Naeve  (Staff Fiscal Manager)
    • Monthly Expense Report
    • Profit and Loss Report
    • Grant Overview Report

The reports were reviewed. A motion was made and seconded to accept the Staff Fiscal Officers reports. The motion passed unanimously.



  • Maggie Peyton (Staff Executive Director)
    • Updated Project report

Maggie presented the updated report. The Elk Creek projects have been completed.



Old Business:

  • Human Relations Subcommittee.
    • Job Descriptions

It was moved and seconded to table job descriptions until the January workshop. The motion passed unanimously.


  • Form subcommittee to help with council support grant application:

Maggie Peyton would like to be able to send out drafts of grant applications to council members for review. Cory Colburn, Jason Busch, Eric Larke, Marci Denison and Rachel Wilcoxen volunteered to be on this committee.


  • Moving forward with ONWC
    • Working with Tom O’Brien

Tom presented a written handout with recommendations:

Re. Immediate Action Plan to Address UNWC Organizational Challenges


The Network of Oregon watershed Councils (Network) was retained by agreement (dated 06/07/2010) to assist the Upper Nehalem Watershed Council (UNWC) with its organizational governance and management challenges, as originally perceived by some members of the UNWC and some partners, and then confirmed by Tom O’Brien through his initial observations and conversations with the UNWC Interim Board and staff. To conduct an assessment and develop recommendations for corrective action, Network staff has met with the Interim Board on almost a monthly basis, with Maggie Peyton, Executive Director a corresponding number of times, and participated in a few two-hour all-staff meetings, one of which included Randy Emch, OWEB grants administrator.


As part of the assessment process Alethea Gallman, Network Education Program Manager met with the Interim Board on two occasions (October and November) to facilitate a standard council self-assessment (a requisite for OWEB council support grants). That draft assessment was sent to the Board and staff via email on 11/29/2010. It was intended as a general assessment to compliment this more specific one.


This ‘immediate action plan’ has been developed based on Network staff’ observations, review of UNWC documents, participation in meetings, and conversations with partners and UNWC board and staff. The recommendations are consistent with the Network’s organizational development framework for creating and sustaining effective watershed councils in Oregon. It is not intended as an evaluation of any individual or group performance within the UNWC nor was it designed to yield a detailed operational plan for all aspects of UNWC governance and management.  It has yielded information on key indicators that are related to council effectiveness and sustainability and which rise to a level of concern that the Network considers urgent and important to resolve within a 3-month time frame.


One clear observation and acknowledgement that the Network has to offer is that the UNWC Interim Board and staff have demonstrated a commitment and willingness to take action to improve the organization, and have done so while managing a significant project management work load with limited resources. The Network staff applauds this commitment and effort on the part of everyone involved.


General Problem Statement: The UNWC has some shortcomings in its guiding documents and processes starting with its By-Laws (v.2004) and winding its way through board participation and governance, employee classifications and compensation, job descriptions, work plans, performance assessments, etc. These shortcomings have resulted in a lack of clarity around roles, responsibilities, reporting and relationships of and between board and staff, a not uncommon situation in many developing organizations. Failing to resolve some of these basic issues will likely result in a continuation of a circular and inefficient decision making process, one lacking in accountability and transparency, key organizational performance measures.

Action Area #1: The By-laws describe the make-up and decision-making authority of the Council but membership may be both overly restrictive (essentially landowners and agencies) and overly prescriptive (the quorum confined to four major stakeholders) as well as the decision making process and role of the Council vague and impractical; this structure and decision making process could be more inclusive of all stakeholder s in the watershed. For practical purposes it does not function as described and it is highly recommended that the structure and decision making role of the Council be redefined.


Immediate Action Items: It is recommended that the UNWC hold its Annual Meeting in January 2011 with the primary purpose being to modify the Council composition and the By-Laws as described below.


  1. Modify      the By-laws to describe the role of a Council that is representative of      the “community” not just the major private and public landowners. One      possibility is to allow any resident to be a member of the Council by      virtue of agreeing to its purposes and principles and attending the annual      meeting. The decision making role of the Council would therefore be at a      broad, watershed and community scale, versus making decisions about hiring      staff, project plans, etc.
  1. The council should broadly represent the “community” that the UNWC serves
  2. Redefine the frequency (e.g. annual), the nature of the meeting (e.g. open meeting) and the make-up of the council (e.g. any resident of the watershed)
  3. Describe the parliamentary procedure that the Council will use for decision making (consensus is a useful ‘first step’ in decision making but should have, at least as a back-up means of decision making, majority or super majority rule)
  4. Define Council authority (which should be limited to annual or emergency action) and roles such as:
    1.                                                          i.            Attend the Annual Meeting and participate in fundraising events
    2.                                                        ii.            Modify the By-laws by an XX majority (often a 2/3 “super majority”)
    3.                                                       iii.            Approve the annual budget (or delegate this to the Steering Committee)
    4.                                                      iv.            Appoint the officers of the corporation
    5.                                                        v.            Elect or appoint the “Executive Committee” (this term is used only as one example of a representative group delegated to carry out the routine governance responsibilities of the Council).
    6.                                                      vi.            Approve the Strategic Plan
    7.                                                     vii.            Create standing committees (e.g. Steering, Finance, Human Resources, etc.)


  1. Modify      the By-laws to clarify what parliamentary procedure will be used by the      Council to create a Steering Committee and define that committee’s      authority and its charge to operate as a governing board on behalf of the      Council; one that will meet more frequently than the Council and as needed      to conduct regular business within the governance framework of the      Council.
  1. Meeting frequency should be determined as part of a resolution and not necessarily dictated through the By-laws.
  2. This governing body shall have within it the officers of the corporation (e.g. Chair, Vice-Chair, Treasurer, Secretary); it is recommended that it have 5-9 members
  3. Describe the extent of this committee’s authority such as:
    1.                                                          i.            Oversee the regular business of the corporation
    2.                                                        ii.            Chair Council committees
    3.                                                       iii.            Create and oversee term working groups as necessary
    4.                                                      iv.            Monitor the finances of the corporation
    5.                                                        v.            Have approval authority for contractual obligations over XX dollar amount
    6.                                                      vi.            Ensure compliance with all applicable laws and regulations
    7.                                                     vii.            Hire, supervise, annually evaluate, determine compensation (within approved budgetary framework and personnel policies) and when necessary terminate  the services of the Executive Director
    8.                                                   viii.            Approve the creation of all staff positions (but not hire or fire subordinate staff)
    9.                                                      ix.            Approve and monitor progress of the Executive Director’s annual work plan
    10.                                                        x.            Monitor programmatic accomplishments
    11.                                                      xi.            Update the Strategic Plan for Council approval


Action Area #2: The structure and reporting relationship of the Steering Committee, the Executive Director, and all additional staff needs to be better defined in order for everyone to exercise sufficient and appropriate authority and to establish clear responsibility and accountability within the organization. At the present time these areas are not well defined, well understood or consistently practiced.


Immediate Action items: These actions should be undertaken by the Steering Committee subsequent to the Annual Meeting and in accordance with enabling By-laws.


  1. Clarify      the reporting relationship between the Steering Committee and its      Executive Director, for example:
  1. The Executive Director reports to the Steering Committee.
  2. All other staff and contractors report to the Executive Director.
  3. The Steering Committee shall have direct access to the finances of the corporation either directly (e.g. through the Treasurer) or through a designated employee providing standardized information to the Steering Committee at a prescribed frequency.
  4. Hire, supervise, annually evaluate, determine compensation (within approved budgetary framework and personnel policies) and when necessary terminate the services of subordinate staff.
  5. Reporting responsibility (types and frequency of reports) such as:
    1.                                                          i.            Summary Annual Work Plan
    2.                                                        ii.            Project Progress reports
    3.                                                       iii.            Financial reports
  6. Authority to enter into contract up to XX dollar amount, and within approved budgets.
  7. Extent of authority regarding expenditures of funds: commonly described up to a specific dollar amount or “within approved budgets or existing contracts.”
  1. Clarify      the status of the Executive Director as exempt (salaried) vs. non-exempt      (hourly) employee. It is highly recommended that this employee for the      UNWC be exempt as the duties, responsibilities and work requirements merit      such a designation.
  2. Approve      the job description of the Executive Director which should include:
  1. The      Steering Committee shall approve job descriptions and authorize the      filling (but not the actual personnel decisions) of all staff positions.

Note: It is perfectly acceptable for a limited number of Steering Committee (i.e. board) members to participate in an employee selection process but the actual hiring authority (absent consensus being reached) needs to be the Executive Director’s. This process is the foundation of establishing appropriate and adequate authority and accountability between the board and its executive staff and between executive and subordinate staff.


Action Area #3: The third area calls for the Executive Director to work with the Steering Committee to develop an organizational staffing plan commensurate with the UNWC budget and workload and to then put into place a series of procedures between the Executive Director and his/her subordinate staff that mirrors the relationship of the Steering Committee to the Executive Director. This would include annual work plans, performance assessments, and frequency and types of reports.


Summary: This Immediate Action Plan should serve as a guide to a set of steps necessary to build a foundation upon which there will be a clearer, more manageable, transparent, accountable and ultimately more productive system of governing and managing the Upper Nehalem Watershed Council through the course of a year and on a routine and regular basis. It does not address some of the more long-term strategic questions that might be considered nor does it fully address issues of board and staff capacity and expectations. However, without making these types of fundamental changes as described in this report, it is unlikely that the UNWC will be able to remain strategically well-positioned, continue its programmatic effectiveness and to be sustainable in an increasingly complex and competitive technical and funding environment.


Tom O’Brien, Executive Director

Network of Oregon Watershed Councils

PO Box 10027

Eugene, OR 97440