18843_Authority_Dec

46 The Authority │ December The Board of Directors is the governing body of the Authority. In fulfilling your duties as a member of the Board, you should be mindful of the following. Key responsibilities include, but are not limited to: The primary rule of a Board is oversight, not micromanagement. You set policy and should not be engaged in the day-to-day running of the Authority; All Board members should respect the confidentiality of confidential matters obtained as a Board member, particularly those discussed in executive session; Utilize your professionals, which generally include an engineer, solicitor, and auditor, as an Authority engages these professionals for their areas of expertise; Be mindful of potential conflicts of interest and deal with any such conflicts appropriately; Review the agenda of a Board meeting prior to the meeting and contact your Manager or Executive Director with any questions prior to the meeting so that you come to the meeting prepared and ready to take action on agenda items; If you are the Chair, one of your primary duties is to run an orderly meeting. Public comment should be based upon a written policy and you should not allow your meeting to turn into a “town hall” type discussion which involves engaging in dialogue between the Board and the audience throughout the meeting. Public comment is generally not a question- and-answer session, although sometimes it is convenient to answer a question or comment at a meeting, and public comment is certainly not to become a public debate; As to Board member comment, generally members should address the Chair, and not debate among themselves; For those of you in the corporate world, there is a distinct similarity between the fiduciary duties of a corporate officer or director to act in the best interests of the corporation and its shareholders. As fiduciaries, one must exercise reasonable care and diligence in your decision-making to promote the corporation's (Authority's) interests. You have a duty of loyalty in terms of prioritizing the corporation's (Authority's) interests above your own personal interests, avoiding conflicts of interest and self- dealing; and Finally, there is a duty of good faith in that fiduciaries must act honestly and in good faith, ensuring that their decisions are in the best interest of the corporation, (Authority). S B oard m EmBEr r EsPoNsiBilitiEs By Mike Witherel, Esq., PMAA Solicitor West, Witherel Kalina Law Group What better way to learn your responsibilities as a board member than to attend one of PMAA’s Annual Board Member Trainings specifically designed for new and current authority board members. You will learn responsibilities such as those described to the left: • Understanding financial responsibilities and exercising reasonable care, diligence, and honesty • Setting policy and direction for the authority • Handling ethical matters appropriately – confidential, conflict of interest, etc. • Establishing relationships with engineers, solicitors, and other service professionals • Preparing and conducting yourself at public meetings and understanding the Open Meetings Law (Sunshine Act) • Gaining an understanding of the Municipality Authorities Act Mark Your Calendar Three conveniently located in- person workshops and one virtual: March 11 Delta Hotels by Marriott Allentown Breinigsville March 18 DoubleTree by Hilton Pittsburgh-Cranberry Mars March 25 Penn Harris Hotel Camp HIll April 8 Virtual 2026 B oard m EmBEr t raiNiNg w orKsHoPs 1 9 8 7 6 5 4 3 2