FROM: Debby Cherney, Chief Executive Officer
Barbara Hannah, Chief Counsel
SUBJECT: Governance discussion on the Ex Officio’s alternate/delegate to SBCERA
RECOMMENDATION:
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Discuss and provide direction to staff regarding the Ex Officio’s alternate/delegate to the SBCERA Board.
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BACKGROUND:
Recently, questions have arisen regarding the Ex Officio’s alternate/delegate’s participation on the Board and committees. Unlike the alternate retiree and alternate safety members of the SBCERA Board who are directly elected, the Ex Officio’s alternate/delegate has no statutory basis. The Board of Retirement Elections Policy indicates that the Ex Officio “may designate an alternate to act in their absence”.
Board Chair Basle directed staff to survey the other County retirement systems throughout California on several topics related to the degree to which the other systems’ have an alternate/delegate to the Ex Officio position on their respective Boards. A copy of the results of that survey are attached as Exhibit A. The survey inquired on four topics:
• Do you have an alternate to your Ex Officio on the Board?
• If yes, what do you call that alternate position?
• If yes, is that alternate allowed to participate in the Board discussions when the Ex Officio is present?
• If yes, where does the alternate to the Ex Officio sit during Board meetings?
In summary, there is a wide dispersion of answers amongst the systems. Approximately half of the systems have an alternate. In instances where there is an alternate, they are called “Alternate”, “Designee”, or “Delegate”. The degree to which they participate varies. Only Kern and Tulare allow full participation with the exception of voting. All of the others either do not have an alternate/delegate, or only allow them to participate when the Ex Officio is absent.
Staff consulted with outside fiduciary counsel on this topic. Her conclusion is that an alternate/delegate is allowed, and the degree of the participation of the Ex Officio’s alternate in Board deliberations is a question of governance for the Board to decide.
Staff recommends that the Board provide direction to the CEO and Chief Counsel about the following:
1. Does the Board wish to continue with the practice of having the Ex Officio name a designated alternate?
2. Should there be a distinct title or reference for that role, that is unique from the elected alternates?
3. Should the designee be allowed to fully participate in deliberations when the Ex Officio is present, or only when the Ex Officio is absent?
4. If they should be allowed to fully participate, should that be from the dais?
Once direction has been provided, staff will memorialize this for future reference.
BUDGET IMPACT:
None.
STRATEGIC PLANNING GOAL/OBJECTIVE:
Prudent Fiscal Management
STAFF CONTACT:
Debby Cherney
Barbara Hannah
ATTACHMENTS:
Exhibit A: Survey results