City of Portsmouth, New Hampshire Governance Committee, 13 Mar 2023

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3.13.2023 Governance Committee

A

I call this meeting of the governance committee to order um at first we'll start with a roll call.

A

Square tabor here councilor lombardi here and I'm counselor cook and I am present.

B

The first thing on the agenda today is to review and approve the minutes from february 13th and.

B

February 27th meetings did everyone have an opportunity to look at them in it? Yes, yes,.

B

um Are there can I get a motion to approve uh I'll move to approve you.

C

Know second: is there any discussion, yeah thorough minutes? Thank you. Yeah.

B

um Okay, then, all in favor all right any opposed right. The minutes are approved.

B

um Today we are continuing our discussion of uh donations policy. um We have in the packet.

A

To draft we have a draft donations policy and a red line version to look at I'm going to scroll.

A

Down in my packet so that everyone can see this at home um with the draft policy looks like.

C

I'm going to go through the red line, one or the. um uh Why don't we so here's the the non well! This is.

A

The redline version, so just forgetting which one's first so we'll go through this red line version.

A

Yeah, so that everybody can see the exact changes that are made when they're watching at home and.

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So that it's easier for everyone to follow so um and I'm gonna try to increase the size of this. I.

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Don't know if it's possible there, you go there so that it's easier for everyone to see. Okay,.

A

um So there were, if you'll notice, there are no changes here at the beginning.

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In one or two here at the very beginning, if there are any questions about that, just stop me either.

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One of you, let me know if you have any questions or any changes that you want to suggest along the.

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Line that were not made that we want to go back and make now chair I'd, be happy to explain some.

D

Of the additional edits that you might see in here that arose after the last meeting when I.

D

Got input and had some conversations with the finance director. Wonderful. Thank you.

A

um So the first, the blue. What is the blue yeah? I believe the blue is the first change here. A 2.2.

A

Correct um we have an additional section e and I'm going to ask our deputy city manager and deputy.

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City attorney suzanne woodland to explain that for us. So uh one of the conversations we had in part.

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uh The last meeting was what about these trust instruments and how they're a little bit different.

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uh That sets up, as we talked about with the terry knowles article, you know being clear in terms.

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Of what's restricted or not, and one of the ways when we know something's permanently restricted.

D

Is sometimes it is set up in a formal trust instrument which always requires city council.

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Approval- and so I thought it would be useful just to take that conversation and make it clear.

D

That the trust instruments, as has always been the case, come forward to the city council just for a.

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Clarity so and then, if you'd like, I can keep walking. That would be great. So then we get.

A

To 2.3- and there was a session strike yeah, so this is an interesting conversation, so.

D

um As you know, there have been some recent and atypical for us kind of fundraising activities.

D

That were in which staff was much more involved than they have typically been in the past. So in.

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The past, typically, it was a third party entity or or citizen group that was raising money for a.

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Particular project and then a single check would come into the city of portsmouth for purposes of.

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Whatever project a playground would be like classic, um and so that's how typically things.

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Had been done or a trust instrument was set up like with the african bearing ground when we were.

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Obtaining funds to construct the african bearing ground memorial park.

D

So a formal trust instrument was set up and then what we saw really in the last year or two was.

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Fundraising, which was taking place um sort of as a part of staff activities, which was then.

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Involving the handling of cash and ticket sales and um in conversation with the finance director.

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We discussed that we may be issuing new guidance on the on the sort of the management side of the.

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House that fundraising activities should really be done by a separate entity, absent special.

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Circumstances so we thought it would be better off to take out references in here to monies from.

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Fundraising, coming through here doesn't mean we couldn't still take them, because our definitions.

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Are broad enough if we get money, but we didn't want to set up the expectation that staff would.

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Be continuing in these fundraising roles now keep in mind. The school is a little different.

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Because of all the parent organizations, they are actually working on updating their own.

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Fundraising policy because they have lots of parent organizations and student fundraising.

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And they have their own policy that they're in the process of updating on this very topic and.

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Since we've kind of treated the school separately, because it you know they have their own special.

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Needs, if you will, in terms of how that part of the organization operates, that just leaving.

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That separate, but just so you're aware that they are looking at updating it to be in accord with.

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Best practices that they see on their end and and they have some special ways of dealing with that.

D

So so that's what's happening there. um I do have a question around that. I want to make sure that this.

A

um I think the goal of this poly policy is not to create a conflict for them.

A

um Or are we pretty confident this will not create a conflict for them? Yes, yes, and you.

D

Know we still have a little bit of time, I'm kind of getting spotty reports here and there.

D

You know, as I catch up with them. uh You owe me a comment um because everyone's been busy working.

D

On budget and some other matters, so I've been kind of hounding them to say. Is there an issue.

D

But I will once we finish today. I will once more send an updated draft, because they've got this.

D

To say, are you are you good? If not, we can correct it. You know at the at the next level, but thus far.

D

To the extent they've had an opportunity to look at it, um yeah, okay, all right! It's good.

A

um If there are no other questions, I want to move on to the section 2.5 the donation process.

A

There is a change here as well yep and that's to emphasize that our preferred method is to have the.

D

An outside entity or citizens, group or neighborhood group do the fundraising.

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Activities handle the ticket sales, the silent auction items or, however, they're electing to raise.

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Money for that particular event and then just that entity turn over the one check from that activity.

D

So that's what the changes there reflect um in that 2.4. Okay,.

A

And then 2.5 is um some restrictions, yes and that's some additional language just.

D

Blossoming, if you will out of the conversation we had at the last meeting about wanting to make.

D

Sure that there is clarity, if there is going to be a restriction in terms of purpose and time.

A

um Then, down to section 3, 3.1 general authority, I took that language out and moved it to make.

D

It more prominent in a separate section about the that it does if donations are.

D

Not accepted so that's now got a section 8 declining donations, okay, so that was one of.

D

The suggestions which is hey, could we make it pull it out and put it in a in a new section.

D

So that's what I did so, while the language may be crossed out in 3.1.

D

You'll see there's a whole new section, eight, which.

D

Calls out declining donations.

A

um The next section is section 3.3, yep and again similar to the fundraising piece, just not that we.

D

From administrative point of view, if we've got some kind of cash or other tangible, that's a.

D

Donation we'd still deal with it, but just trying not to set up an expectation that we.

D

Will be doing it right right so, and I think this is a really positive change personally,.

A

um When I look at this, because what we want to encourage people to do is to track that use a.

A

Fiscal agent, where they can um it's a 501c3 where people can get credit for their donations, yep.

D

Under section six, I added language just to make it very clear that.

D

Donations from certain persons and entities such as a tobacco company.

D

Are not ineligible donors, but donations from such entities may require special attention.

D

And I think that's what we had talked about at the last committee is being clear. It's not a no.

D

But let's be really thoughtful in those and who would be the decider in that uh city, council, yeah.

A

I can envision, though, the school board also making some of these decisions, um yeah that affects.

A

Schools or libraries- yes, you know all those yeah. Well the police, commission. It goes through its.

D

Process and then comes here if it's over a hundred dollars here to the city council right so yeah.

D

And I think it helps just raise the attention I think in some ways that's part of what a policy.

D

Does right right, it's helpful um because people need to understand that we are being mindful.

A

Yep and it might be different- I mean the police might have a different view on arms.

C

Manufacturers than other departments- and it's really important to acknowledge that we have major.

A

Arms manufacturer yeah locally, so you have to be. You have to be thoughtful around that as well. Yep.

D

um And then I added language um about anti-discrimination, because I know that.

D

Was been a bit of a conversation lately and I just thought we'd make clear that we generally.

D

Don't run programs and but I thought it might not hurt to put some express language in there.

D

As that might be helpful, well right, it's germaine! So right now.

A

Well, it it that is actually that's an area that I hadn't considered that I thought was. um uh It was.

A

Pertinent here, because some people make donations to run particular programs in in schools in and.

A

The city shouldn't have shouldn't feel obligated to take funds and to accept certain programming.

D

Like I said, I that's why I was kind of crafting some language again. Sometimes it's the getting.

D

People to think about actually the consequences of um accepting donations or running particular.

D

Programs, it's a just, an awareness effort. I guess when I thought about that, and I mean.

C

I think about florida, for example, and you know we have to yeah. I know I know, but you know I mean so.

C

You know, I think I don't know, I I think, like with the schools, you know that the there's there's.

C

There is an effort to control what is taught at the schools and um how do we? How do we respond to.

C

That you know, I guess, and I don't know if it's in the donation policy I mean if people are donating.

C

Things that are discriminatory, um but our being pushed by some state legislation.

C

How does that work? Well, I I know the school board does have its own policy and, like I said they are.

D

Reviewing elements of their policy right now and I would expect if we had more activity that was.

D

Problematic at the legislative, you know side of it that we would see that in conversation at the.

D

School board, and certainly the school board, has the ability to reach out to the city, council and.

D

Of course is dependent, if you will, on the actions of the city council, to fund the programs that it.

D

You know program so yeah I would expect it would be a conversation. I bet it would be.

D

So an eight is our new language, more express, um yep and then um corrected.

D

uh There was a good word change there for nine, because accepted is the word we want.

D

um And then yep I had. uh I had duplicative language. You guys had pointed out which I took out.

D

um And then, under section 12, just again adding language based on our conversation.

D

At the last governance committee, about being just very sensitive to you know, restricted.

D

Versus unrestricted funds- and they are very sensitive upstairs uh in accounting about that.

D

But I thought it would be good to just kind of flag that this is why it's good to know when we.

D

Accept a donation or in the city council accepts a donation, does it have a restriction on it and if.

D

So specifically, what is it so that the accounting staff can take the appropriate measures to make.

D

Sure they properly track that donation very good. um I like the change in section 13 as well, where.

A

It would change by the department to city yep, because we don't know the city manager should.

A

Make that call and who writes those um good? Thank you. I forgot that one that one's good.

A

um I think that's it and yeah, that's it so so are there any questions.

E

E

I'm not mistaken was what's the threshold amount that the city council has to vote and we're now.

E

Sitting at 500 right we're sitting at a hundred right: oh a hundred, okay, yeah, so below a hundred.

E

We don't have to and that'll be done in mass and then a report in a report.

D

The city manager will accept them, so they can go right in and be used and.

D

Distributed you know if it's a little 25 gift card or something that's coming in.

D

um And then there'll be a quarterly report for those that are under 100 100 and under good.

E

I think it's been improved.

E

Would you say we're done? I think that um I would love to have a motion.

A

To approve the donation policy uh from or move forward, the donation.

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Policy from governance to the city council for review. Second,.

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Is there any discussion.

A

All right, all in favor, aye, aye aye um not opposed so the donation policy.

A

um With the changes will now move forward to the city council, I will put it in the packet for our.

A

Next council meeting, um if they're, I would love to know if there's a preference on the part of.

A

This committee, I can ask to give the schools just another week. I can ask to include it in the packet.

A

For consideration at the next meeting, I would do it in two, so just for consideration and that.

D

Might prompt just double checking with everyone before mm-hmm does that for the actual one here.

E

uh Sure um do we want to hold off till april for the council, then, if we're going to have.

A

I would just I would include it in the package just as a notice that, where the the governance.

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Committee is going to ask the council to consider right. This proposed donation policy in the april.

A

Does that make sense to you yeah and then it's getting reviewed by the boards and.

E

Commissions right right, it gives them just a little bit more time. Yeah. um Thank you. Susan.

A

All right, so um the next item on the agenda is uh new business uh cemetery. The cemetery.

A

Committee, yes, has approached us with requested changes to their establishing ordinance, um and I.

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Think I can, I can lead off by prefacing this from what I've been told. There were concerns and I've.

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Spoken with the chair of the committee around this, there were concerns around the appointment.

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Schedule because the cemetery committee is currently on appointment, schedule that aligns.

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With a typical blue ribbon appointment schedule every two years and everyone gets reappointed.

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Which is atypical for our standing committees and could lead to a complete changeover in the entire.

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Cemetery committee, at the exact same time, so um with that concern they brought to us changes and.

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Thank you to the deputies, city manager, deputy city attorney who's, also, their liaison for bringing.

A

Those forward to us, so um I will go ahead and scroll down to those as well. Sorry for all the.

A

Scrolling quite a bit of scrolling today yeah, and I would also add so susan starry, the one of the.

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Co-Chairs of the cemetery committee could not be here this morning, so she has asked me to speak on.

D

Behalf of the committee, the committee has had a difficult time meeting quorum. So, in addition to.

D

Creating a stagger um which is one of the changes requested, the other change would be to basically.

D

Make the membership smaller so that it can make quorum so right now there are only 10 members of.

D

The cemetery committee, but given the way the existing ordinance is written, they.

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Need seven to have a quorum, so they have had a very difficult time making quorum.

D

That being said, they have been meeting, but not taking action and they've been doing lots.

D

Of actually good work in terms of cleaning headstones, getting the word out working with.

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Public works on various projects, they managed to get a moose plate grant. So there have been.

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A core group of members who've been very active and, I think effective in kind of achieving their.

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Goals and bringing attention to these, and so they worked with bob sullivan to come.

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Up with these changes, so it would change the number of members between 7 and 11.

D

So we thought that would help them be able to then make quorum. So if they wind up only having seven.

D

Members then they've got their quorum of four so, and I was going to ask a question around that.

A

Because a lot of our committees are very defined, it's an exact number of members, rather than a.

A

Range which seems to be unusual in the ordinance, is there a reason why they want to arrange.

D

um I think the value in this case of a range is it's really hard to tell how much interest.

D

There is so right now there are 10 members, and the way this ordinance is set up is that the cemetery.

D

Committee would membership would sunset except the mayor if you look at the final paragraph, would.

D

Allow the existing members to reapply and the mayor would consider those re-applications first.

D

um To the committee, so it's a way to kind of keep the for those that want to continue to stay on.

D

um It would do that and what happens with the quorum is that it floats. So if you have seven.

D

Members then you'll have a quorum of four. If you have 11 members, then you're going.

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To have that quorum of six, so the quorum will float depending on how much interest.

D

And energy, so bob was good with still having that range for that flexibility, because the.

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Quorum number will automatically float under new hampshire law, so.

D

And you'll see the way we fix the stagger in here is that um the first is it four members.

D

Shall be appointed for three-year terms and then all remaining are two-year terms.

C

um And then it continues on a two-year term. Then it continues two years after that. So you.

D

Only have a three-year term to be at the outset and then then it falls back to two. So if you get.

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Seven members you'll have four members that are that are reappointed for the three-year term and.

D

Then three members for that two-year term and so you're always going to have four and three.

D

In your cycling that here's my question, if you get to 11, though you're gonna have four and.

A

You would seven, I don't think we're gonna have eleven right now, um given that right now we only.

D

Have 10 and I'm expecting that if this change goes through, there may be one or two who decide that.

D

You know they've had a hard time making meetings, they have other business. That's that's our sense.

D

Is that actually we're probably gonna, have you know more on the seven range, okay, at least for.

D

Right now: okay, um but it's a good question: we've been kind of noodling that out a little bit, but.

D

That's what we're anticipating okay yeah, because I first saw this I thought. Maybe we should have.

A

Five, so that it's closer, it's like a split right yeah. We think we'll we'll probably lose a couple.

D

Okay; okay, just because they've been missing a lot of meetings and have you know determined.

D

That maybe they could just participate in in a project as opposed to being at a meeting and.

D

Part of that governance effort, I was going to say that I think this isn't a type of activity.

C

That attracts a volunteer for doing the work rather than governing the committee yep, so yeah.

A

I had another question around appointments. Yep um does this envision that people are all reappointed.

A

Once this ordinance is changes readopted is that the goal? Yes? So so the goal is um the mayor shall.

D

Thereafter, reappoint the members of the committee until all existing members have been offered the.

D

Opportunity for reappointment, so that is the the language that is part of the resolution.

D

To make these changes so that no one would lose their opportunity to continue serving out. If you.

D

Will? Because the term would end at the end of this year in december of this year and everyone's turn.

D

Went in so this gives people the opportunity if this passes through the ordinance process.

D

Through the city council, it you know, maybe it's summertime, and this gets through the whole process.

D

I think we're going to see like I said people making decisions about whether they want to.

D

Reapply or not- and maybe this might bring some more attention again to their work so.

D

Maybe they get a new member or two as others who found that they're too busy right now to.

D

To participate so make different decisions good. When the cable commission came to us yep.

E

um I think they had a vote from that committee. Supporting the changes have we got that from the.

E

Cemetery, they have not been able to make quorum for the last four meetings, so consequently, what.

D

We've got is the members who have been at the various meetings. All saying this is great. We.

D

Need this, but they have not been able to take a formal vote because they've been not able.

D

To make quorum so has there been any objection from any of the committee members? No, have they.

D

All at some point seen this yes, but that's why it's been that's why we we wanted to move it.

D

Forward because it's been really hard to make that quorum and yet they're doing a lot of good work. So.

D

um Yeah, no, we need to yeah bring their numbers, but there's been no objections. They've all seen.

D

It and everyone concurs that a change to help them be more effective would be really helpful.

A

So so this really should come out of the governance committee because we can make.

A

Quorum devote to move it forward. I think that would be. That would be lovely okay,.

D

If you were to have some change, then I'd want to take it back, but if you otherwise.

D

Don't have a change, my suggestion is move this forward and we'd be able.

D

To make the same representation- and you know maybe they'll- get.

D

You know maybe next month, they'll they'll be lucky it and get their quorum and be able to.

D

Take, oh yes, an affirmative, but in case not it would be nice to get this moved forward for them.

A

I think my only additional concern was around the mayor. Shall there after a point, I just want.

A

To make sure that that language doesn't somehow stay with the ordinance beyond the initial changes.

A

Because I wouldn't want to tie a mayor's hands on appointments, no you'll see it comes after the.

D

um After the when you look at how this is structured, you'll see it's at the very last.

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Paragraph effect it's the last sentence, so it says this ordinance shall take effect upon its passage.

D

And be it further ordained that, on adoption of the amendment, the terms of all existing members.

D

Of the cemetery community shall be terminated, the mayor shall thereafter reappoint the members to.

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The committee, until all existing members have been offered the opportunity for reappointment.

D

So that's kind of like a housekeeping direction kind of like when it takes effect.

D

So that's the that's the goal. What changes is the the section a right in the article, but that.

D

Other language is just the implementation part kind of like the re-alphabetizing and exactly.

A

Exactly I just want to make sure there's no confusion that that's somehow being added.

A

To the ordinance, no, it is not it's direction to the mayor on how to help them transition.

C

Okay, and should that actually say the mayor shall recommend and the council so.

D

um I think we presumed it's going to go through its usual process.

D

um It doesn't say that you're right, it doesn't uh shall thereafter uh we appoint the members.

D

Of the committee, uh I'll just add, with the approval of the council yeah, okay.

A

That does not need to go back to cemetery. I think that's because that's directive, yeah yeah.

A

Are there any other questions or concerns on these changes.

A

The recommended changes um just for context. How many years have we had a cemetery committee.

D

So we had a blue ribbon committee for about.

D

Six to nine months and then at the end of the last council in that november december time period,.

D

Recognizing that the blue ribbon committee, you know, would would end they put together.

D

um The cemetery committee and ordinance form.

E

Right and I think there's some state.

E

Law about towns and cities should have a cemetery committee on, but.

E

At any rate, that's helpful that helps me understand. Helps us understand.

E

The history of this um they need a smaller number, so they can meet quorum. Yeah.

D

Yep and to have that stagger so that they don't lose potentially all of the expertise I mean it's.

D

One of the reasons why you've been cognizant of the importance of stagger so that you keep.

D

Some group that has that history of the committee's work and.

D

Practices- and um I should say here in relation to this- this committee had been working on the.

A

Administrative ordinance, which includes this part of the administrative ordinance and we're likely.

A

um I don't think that any final decisions have been made about how to approach this.

A

At legal, but it's very likely we're to see this coming forward from several of.

A

The committees, who have a stagger, that's off rather than addressing it as a ordinance-wide.

A

Recommendation having individual committees come forward with how they want their stagger, fixed.

A

um We're likely to see that as the next pass, so this might be the first right of of several.

D

Yeah, well, that's good! So there's more than one way sometimes to yeah.

D

To move these along, so I think the committee would be very happy if they could have quorum.

D

And take more formal action and because they're doing so much.

E

So I would move that we approve the proposed changes on.

D

As amended with that additional language, second, any further discussion.

A

Okay, all in favor aye aye, um as seeing none opposed. We will move this. The changes to the.

A

Seminary cemetery ordinance forward to the city council for review as well and again, I.

A

Will include this in the city council packet with a request to consider this in the april meeting.

A

Yep for first reading in april first reading, and we will ask then at the april meeting to.

A

Have the chair of the senate cemetery committee present to help present this to the council yeah.

E

And, if possible, if they could have a vote if they do get a quorum? Yes,.

A

Okay, and so um the agenda is fairly light today, um so the next thing we.

A

Have is public comment and you know see any members of the public here or even on zoom.

A

To comment um with that, um we'll go directly to announcements. um Our current committee's schedule.

A

um Would mean that we will get to conflicts of interest at our next committee meeting and now.

A

That we've moved forward the donations policy. I think we're well positioned, as a committee to.

A

Take on the next big task and uh we will revisit parks just an update on parks. um You notice the.

A

Administrative north ordinance changes are not here and they're not here today, and they could be.

A

In that march, 27th time frame or april 10th, but um legal legal has quite a bit on their plate and so.

A

I'm giving them a little bit of a break because it's really their task to research and consider.

A

The current changes, that's where it's sitting um and uh they've been doing enough by doing just the.

A

Donations policy for us so um so we'll discuss conflict of interest in parks and then continue.

A

Our discussion of conflict of interest, which I assume will take us several sessions because it's.

A

Several pieces of of ordinance um and talk about blue ribbon committee, conversions starting april.

A

The 10th, if it's, if it's okay with this committee, um I I was planning to go ahead and reach out.

A

To the blue ribbon committees that we talked about at our last meeting um that are but.

A

Potentially should be transitioned in ordinance just to ask them to consider that, so that we have.

A

Something to discuss april, the 10th does that seem reasonable yeah. I think the more it comes up from.

E

The ground up the better off we are opposed to us wand waving. Yes, thank you, counselor! That's exactly.

A

Exactly what I was thinking, it's it's better if others suggest and are interested in doing that.

A

um Is is there any, are there any other announcements or is there anything else that.

A

Anyone well just a reminder: I'm going to be in on vacation on the 27th okay, um I should be able to.

C

Zoom in um I I don't know the quality of the you know we're staying at a. um I always forget these.

C

Things what airbnb or those other things, but it's the other thing whatever it is: vrbo vrbo yeah, so.

C

We're staying at that, I don't know the quality of the internet connection there all right so.

C

I can probably call you on sunday when we're arriving there and let you know, but okay, I.

C

Could also just go participate by the telephone too. Okay, that was going to be my suggestion. If.

D

The signal is not strong, you can always the way we used to do. It participate by phone yeah. If.

D

Needed yeah, and the good thing is, is that we're not going to be making any decisions? I think at.

A

Our next meeting, we don't have anything before the committee that requires a decision, so conflict of.

C

Interest well we're going to discuss it, discuss it we're going to begin that discussion. I think.

A

That's going to be a very long discussion, so yeah. I was interested to read about the the vote.

E

In rochester on there, yes, ethics ordinance and how they the pros and cons, it was a split vote.

B

You know a lot of it is, as we know, covered by.

E

State statute, so it's: how far do you go beyond state statute? Exactly exactly it's this! This.

A

Will be a fairly long discussion we actually have. There was a person that contacted me.

A

um When we first were discussing um the ethics ordinance around specifically the conflict of.

A

Interests section which we had not addressed, that I plan to reach out to and potentially invite.

A

um Not to the march 27th meeting but to the april 10th meeting to see if he can come in and or at.

A

Least, attend via zoom and share his thoughts, who has significant expertise on conflict of interest.

A

So um I would like to do that. He actually spoke to the council at the time. Also, we were considering.

A

The ethics ordinance. So um so I will do that as well, but not until the april 10th meeting.

A

We'll just start the discussion, so we can go over everything that needs to be discussed. So um if.

A

There's nothing else. Can I get a motion to adjourn so move? Second, all in favor all right all right.