At this year’s National Association of State Aviation Officials (NASAO) fall convention in Pittsburgh, Pennsylvania, Kim Kenville, Ph.D. C.M., presented an eye-opening workshop on the duties and expectations of being an effective airport board or commission member.
As you may be aware, it’s fairly typical for a mayor, city council or a county board to appoint people with various backgrounds to those boards to provide innovative ideas and their expertise in various disciplines to establish a well-rounded and informed board. However, in most cases, the appointees may not be totally prepared to take on the responsibilities associated with the functions of an airport. For that matter, the same could occur with any board or commission that is charged with making effective decisions.
Dr. Kenville notes that rarely do new members arrive at their first board meeting ready to jump into the fray with most just having some familiarity with the organization and no formal board training. She states that there are some essential elements necessary to orient and train board members. Giving those members a clear understanding of their role on the board, their level of authority, expectations of the members, meetings and meeting etiquette and a basic understanding of the specialized nature of the industry, which in this case is aviation, is essential.
To help, it is essential for new board members to understand their roles and responsibilities, by familiarizing them with the ownership or type of board on which they are serving and what state regulations must be followed.
Most public airports are owned and operated by some local level of government such as a city, county or a state-created authority. In Illinois, the state-created authorities include Port Districts, Park Districts, Airport and Bi-State Airport Authorities. Although many are similar, it’s necessary to check the individual state laws to determine the board members’ real authority and if there are certain rules that must be followed.
Secondly, the function of the board may either be advisory or authority based. Simply stated, advisory means that your only responsibility is to “advise” the airport executive or management without any decision-making authority. In short, the board acts as a liaison between the airport and elected officials. Advisory boards are usually found at the city or county airport ownership level.
Where the airport ownership has been established by legislation, such as an “authority,” the board is the owner and responsible for the safety, operation, development, etc. of the airport. In effect, the board has the same powers as a city or county. As such, the board members should acquaint themselves with their governing documents including by-laws, resolutions and policies.
Obviously, being appointed to an airport board that has “authority” as established by legislation requires more responsibility and awareness than one that is only advisory in function. For that reason, our discussion will concentrate on those with authority.
The Board of Directors role should include:
- Setting organizational policy, direction and goals for employees to execute.
- Supporting and encouraging the airport executive.
- Function as a sounding board for innovative ideas.
- Providing guidance to assist airport management to reach set goals, while balancing the notion of acting as a business and public asset.
- Focusing on promoting the airport and economic growth.
- Ensuring fiscal responsibility and executing contracts.
But should not include:
- Micromanaging the executive director and staff by failing to understand their roles and responsibilities.
- Participating in personal and professional conflicts of interest.
- Ignorance of governing documents and laws.
- Tolerating members who carry on business outside of specified meeting times.
Like a board member, the airport manager’s or director’s role should include:
- Ensure a safe, secure, and efficient airport.
- Implementing policies and procedures codified by the board.
- Research and recommend policies, projects, and a strategic direction for the board’s consideration.
- Promote and ensure fiscal responsibility.
- Ensure compliance with federal regulations.
- Engaging the public through various outreach activities.
Even though there are specific duties and responsibilities of board members, management and staff, there are other stakeholders that should be included in the direction and management of an airport. As you can see in the figure below, there are at least four (4) diverse groups that can usually be found in the mix. Understanding the interrelationships of the board, manager/executive director, tenants and the public is important.
Source: Airport Cooperative Research Program Report 58: Airport Industry Familiarization for Part-time Policy makers (2011)
Effective board members should thoroughly understand the fiduciary responsibilities of their position by ensuring they always act in good faith in promoting the airport’s mission. Failure to do so could result in liabilities that can be damaging to the airport and its reputation. Remember, all board members are responsible for the decisions of the board, whether they voice an opinion or not. Each decision must be vetted carefully by asking questions and considering all sides of a topic of discussion. Simply expressing the lack of understanding of their fiduciary duties does not relieve any board member of the ensuing consequences.
Expanding on the liability issue, the board may want to consider the need for director’s and officer’s insurance to cover those liability issues should they arise. To assist in the decision, it is important to consult a legal representative to determine whether or not the board member’s liability is effectively covered by existing state laws or the 1997 Volunteer Protection Act. The Act is specifically designed to protect volunteers from liability that may arise while serving a nonprofit organization or governmental entity.
To ensure effective meetings:
- They should be held on a regular schedule.
- Be open to the public with pre-published agendas and meeting minutes.
- Follow meeting etiquette or parliamentary procedures and relevant state open meetings laws. Some states are far stricter on what constitutes a meeting and specifically on how email and virtual meetings are to be handled. Many state government offices offer open meetings and board orientation training sessions.
- Consult the board’s lawyer prior to any “closed” session on subject appropriateness.
Sometimes it is difficult for airport board members to separate which agency controls its aviation functions. Part of the board’s orientation and ongoing training is to separate those items that are controlled by federal law or regulation from those under the jurisdiction of the state. In its most simplistic form, aviation is governed by the FAA and laws about property and the governance of public assets are at the state or local level.
Congress passed the 1926 Air Commerce Act which gave the responsibility of aviation safety to the Federal Department of Commerce, and later in 1938 to the Civil Aeronautics Authority, and in 1958 to the Federal Aviation Administration (FAA) we know today. Over the years, there have been many modifications, but the FAA still remains in charge of aviation safety. However, board members need to be knowledgeable about the other function of the FAA and that is the distribution of funds for airport development from the 1970 Aviation Trust Fund.
There are approximately 383 airports served by commercial airlines and 2904 general aviation airports out of a total of 19,000 airports nationwide. Only those airports listed in the National Plan of Integrated Airports (NPIAS) are eligible to receive funding, not the entire 19,000 facilities.
Funds are distributed to four (4) classifications of airports: Commercial Service, Primary Commercial Service (hubs), General Aviation and General Aviation Reliever. Board members must be aware of their airport’s classification. For high priority projects, additional funds are available which are called Discretionary. Competition for those funds are national and are at the discretion of the Secretary of Transportation. Airports with a significant amount of cargo traffic can also receive additional funds. To be eligible to receive federal funds, the board must approve and submit its proposed projects to the FAA so they can be included in the National Airport Capital Improvement Plan (ACIP) or just CIP as its most used acronym. The CIP is a “living” document that is updated annually to reflect the airport’s desired projects. The FAA then applies its priority system to each of the submitted projects which competes with every other airport in their specific category for the available funds.
Of course, federal funds come with a substantial list of grant assurances which are the conditions (obligations) associated with the acceptance of each federal grant. In short, the board has to assure the FAA that they will maintain and operate their facilities safely and efficiently per the specified conditions. The duration of these obligations depends on the type of recipient, the useful life of the project being developed, and other conditions stipulated.
Because the terms of service for board members may be staggered or expire simultaneously, the airport executive should be mindful of which members will be rotating off the board or reinstated by the governing body and be proactive in initiating an orientation meeting for incoming board members. As such, carefully crafting a meaningful, intelligent orientation and training opportunity should be a priority to ensure a smooth transition between outgoing and incoming members so that all members feel valued and have an introductory working knowledge of the operations and business of the airport. Considering that the airport board members will be required to make important decisions, such as the approval of the airport budget, capital improvement, master plans, contracts, grants and select consultants, they should feel confident in making and acting on these items with as much knowledge as possible.
To achieve a highly functioning, efficient, effective board, training should be developed and implemented on an annual basis. This will provide the new members and refresh existing members with valuable information on new projects, regulatory or rule changes or perhaps a change in the strategic direction of the organization and airport.
If not currently available, it is suggested that the current board chair or airport executive should create an up-to-date reference “binder” or training outline for each authority board member, including those who serve exclusively in an advisory capacity. Whether available on paper or electronic, it shouldn’t matter. The fact that they receive a reference guide is the important take away. It is suggested that the following list of documents be contained in the binder:
- Airport name, NPIAS classification, brief history, and organizational chart.
- Guiding documents for the airport: bylaws, resolutions, policies and procedures, minimum standards, and state laws (including information about state open meeting laws).
- Board member’s information.
- Meeting calendar (one year in advance preferable).
- Basic parliamentary procedure information.
- Aviation acronyms (most commonly used).
- Approved airport master plan or proposed updated version awaiting FAA approval.
- Airfield maps and layout of the buildings (annotated aerial photos are acceptable).
- Airport tours (terminal, airfield, landside)
- Strategic plans.
- Current capital improvement plan (approved 5-year CIP).
- Budgets (present along with synopsis of previous 5 or 10 years).
- State aviation rules/regulations and aviation system plan.
- List of tenants, and if possible, contract obligations.
- List of consultants/service providers and when selection will be required (usually 3-5 years) to meet FAA requirements.
- Public relations toolkit.
- Past agendas and minutes.
To assist new board members, it is suggested that one of the existing members be assigned to a “seasoned” member to facilitate a greater understanding of the board’s responsibilities.
As you can see, becoming an effective airport board or commission member requires a great deal of responsibility and effort. Developing airport board orientation and training documents may seem like a daunting task, but it is vital. The importance of having a safe, secure, and efficient airport cannot be overstated; therefore, an educated and confident advisory/authority board is necessary. The volunteers who agree to serve should be educated about all the unique aspects of running an airport. While it is understood that the part-time policymakers will not have the same depth of understanding about the issues as the airport management team, it is incumbent upon the executive director and board chair to spend time developing meaningful orientations, training, and guidance for the membership.
To assist with this effort, three (3) You-tube videos have been developed to assist airport managers and board members alike. They can be accessed at the following:
- https://www.youtube.com@northdakotaaeronauticscomm9942/’videos
- North Dakota Aeronautics Commission webpage: Airport Management Tools – ND Aeronautics Commission
by Kim Kenville, Ph.D., C.M & James Bildilli, P.E.