Despite board policy and best practice, DeKalb Schools has neglected to convene a meeting of the audit committee in over a decade.
DeKalb Schools Policy BBC states, “The Board shall constitute an Audit Committee of the Whole. The Board Vice-Chair shall serve as Chair of the Audit Committee.”
Marshall Orson was the Vice Chair for 2 years and, despite working to comply with Policy BBC, he was unable to establish the audit committee. As chair, Mr. Orson is requesting that the board review and update the policy to make the audit committee easier to form. Unfortunately, several members of the Board are pushing back on forming the audit committee or updating the policy as you can see from the video and transcript below.
Audit committee and responsibility is described in board policy. This structure is consistent with every other school district in the metro area except Cobb County.
PROPOSED AUDIT COMMITTEE POLICY
The following is the proposed DeKalb Schools audit committee policy. It is reflective of best practices and the audit committee policies from the school district around Metro Atlanta.
Audit committee policies from across Metro Atlanta and the country.
DeKalb Schools Proposed Audit Policy
Membership.
The Audit Committee shall be composed of three Board of Education members. The Chair of the Board of Education shall appoint two members, one of whom shall be appointed to serve as Chair. The Vice Chair of the Board of Education shall appoint the third member. The term of each Committee member shall be one year. Committee members may be re-appointed for one year, except that the Chair of the Audit Committee may not serve consecutive terms. After two years, Audit Committee members must rotate off the Committee for at least one year. The Audit Committee shall appoint two external advisers who shall be residents of DeKalb County and shall have auditing experience and hold professional certifications as a public accountant, internal auditor, or management accountant.
The Audit Committee shall be composed of three Board of Education members. The Chair of the Board of Education shall appoint two members, one of whom shall be appointed to serve as Chair. The Vice Chair of the Board of Education shall appoint the third member. The term of each Committee member shall be one year. Committee members may be re-appointed for one year, except that the Chair of the Audit Committee may not serve consecutive terms. After two years, Audit Committee members must rotate off the Committee for at least one year. The Audit Committee shall appoint two external advisers who shall be residents of DeKalb County and shall have auditing experience and hold professional certifications as a public accountant, internal auditor, or management accountant.
Staff Support.
The Director of Internal Audits shall report to the Board of Education, and shall serve as a direct advisor to the Audit Committee to provide support …
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BOARD DISCUSSION
TRANSCRIPTION SUMMARY
Marshall Orson, Chair Board of Education – First read for proposed modification of board policy BBC, Board Committees and Audit Committee. This will lie on the table for a month. This will change the structure. It would also change the reporting of the auditor to the board of education which is consistent with practices in other districts. The audit committee’s charge would be advisory and not decision making. The authority would still reside with the board of education as a whole.
Dr. Joyce Morley, Board of Education – I have some real problems with this. First I have a problem with boards becoming committees. I have an even bigger problem with the fact when you have three board members on any committee … the rest of the people are scared and won’t speak up. You have control and mandating, dictating, there is no way to get equal opportunity.
[00:01:08] How many people will be on this committee? The policy says up to three, but three is too many. One of the reasons SACS came before because committees tried to come in and run the district.
[00:01:22] I have a problem with what the policy says about who would chair a committee. I have problems … it’s about control, politics, position … I’m not on here for control or power. Why are we doing this?
We will be crossing over into the operations of the district. We have board members beginning to live at the district’s office. That’s a problem. Interacting everyday with the administration.
[00:02:16] Why change this policy? This is a great opportunity for Friends and Family and Quid Pro Quo. I have a problem changing and implementing this. We are supposed to oversee and not control the district. If it smells like a rat, it probably is. And it smells worse when it’s dead.
[00:02:54] I’m not for this, I don’t support it. We have to be careful. We are going on as if we are dictators. The morale is low, people are afraid. Get them in a room with the board, they will acquiesce out of fear.
Whoever came up with this to get things done, I have a problem with this. I have a problem with the chair being able to appoint who he wants. Then he appoints the chair of the board. Here is another opportunity for control. I refuse to be a part.
[00:03:56] I was in church a couple of weeks ago, and the Lord … stand and walk with the truth.
Mr. Diijon Dacosta, Board of Education – [00:04:08] – I request we remove this from the agenda. I also do not agree with the verbiage of this proposed policy.
Orson – It’s not an action item. It will be an action item next month.
Dr. Michael Erwin, Board of Education – I understand you want this removed, I’d like this to be tabled until the board can meet to discuss this. Who is going to monitor what changes were made on this policy? Who is going to take minutes, etc …
Orson – [00:05:02] The recommended changes would make the committees the same size. It would slightly modify the appointment process, not all by the chair, one by the vice chair.
Audit committee and responsibility is a statutory responsibility as part of our financial responsibility. We have not had an audit committee meeting in 7 years. This structure is consistent with every other school district in the metro area except Cobb County.
Erwin – Please answer the questions on the table. Who is taking the recommendations to change the policy and how are they going to be implemented if we don’t have the time to meet as a committee of the whole?
If Mr. Dacosta wants a change to the policy, who does that go forward?
Orson – We would share with the board and vote on the policy at the next board meeting.
Stan Jester, Board of Education – The policy is also open for comments from the board and the public on eBoard. It’s not just us that make comments, it’s the public.
Morley – [00:06:51] It says committees are formed as needed and not for long term.
Orson – Except for the Audit Committee
Morley – This is a long term. You’ve been waiting for the opportunity to put these committees together. Is it necessary for the operations of this district and the fiduciary responsibilities and the members of this board, for you to have these committees? This is not the only committee you want. Is this a necessity? You want one because there hasn’t been one. Here’s your opportunity as a chair to have them and put whoever you want on it.
Orson – That’s not correct. We have a policy that establishes an audit committee. The structure has clearly not worked. As a former vice chair, that is partly my fault as being responsible for the audit committee. The structure doesn’t work as we see from other districts … in other districts there is a reason for having smaller working groups. It is not an ad hoc committee.
This is our only committee because it is our statutory responsibility in terms of financial management. We have seen consistently that this has been a problem for the district … including our audits. The reason we are in this situation we’re in now in part can’t blame just the administration, it’s also on us.
Morley – You’ve been responsible for the audit committee for years, and you’ve done nothing.
Orson – I didn’t serve as Vice Chair for seven years, but when I did serve, I take part of the responsibility. I saw an inherent flaw in the design of the audit committee. I take my share of the blame. We are cleaning it up. We need an effective an effective audit committee and process. Seeing that we haven’t engage in an audit committee in 7 years, we can say that it hasn’t been effective.
Morley – So, who on this board is qualified to do an audit?
Orson – The board committee members are not auditors.
Morley – But you want to add that. That’s what I hear you saying. You’re trying to make it work … if this whole thing can not be based on what I want, when I want it and how I want it, I want to make the changes I want. That’s where the whole process is going.
Dacosta – [00:09:31] I request to table this.
Orson – There is a motion to table. Morley seconds. Those in favor of tabling the item, raise there hand.
Vickie Turner, Vice Chair Board of Education – This is just a first read. We use first reads to tweak the language of the policy. Can we not still do that?
Orson – absolutely.
Erwin – My question remains. I don’t want the discussion to take place over email.
Orson – We can do that at the next meeting.
Erwin – No. If the policy is going to go through, then it needs to be shaped up so we can vote on it. You’re not giving us the opportunity to meet together and talk about the policy.
Clem Doyle, Outside legal counsel – [00:10:54] I’d like to walk through some procedural matters. This is probably a motion to postpone indefinitely and that is debatable. Given the back and forth. I urge the board to recognize people and then vote on the item.
Orson – We have used this procedure with every policy change. We have a first read. Then we come back for a second read. Sometimes we postpone to later meetings if we are still not happy. I’m mystified as to why we are treating this differently than all the other policy changes.
I understand that some changes are desirable. I’m compelled that we should move forward with board input. It can be amended modified and shaped.
Jester – Point of order. I believe we are in the middle of a vote.
Doyle – I think we can still debate. I don’t believe debate is closed. Let’s keep the discussion going.
Erwin – The original policy that was never implemented or put into practice, I don’t see how we skip over the original policy and come up with a new policy, never really talk to the board. This is something that has been put together between you and counsel. Was anybody else in on the preparation of the policy? You gave input … you gave input …
Morley – Here is the exclusion and not inclusion.
Orson – Dr. Morley, you are out of order. Dr. Erwin is speaking.
Morley – This whole board is out of order.
Erwin – I’m trying to figure out how to give input on a policy.
Orson – This is a work in progress.
Doyle – Mr. Chair, I discourage the back and forth.
Allyson Gevertz, Board of Education – I wasn’t in on developing the policy, but I’ve been asking for the audit committee for a long time. It doesn’t seem that the current audit committee was working. I appreciate that Mr. Doyle did the research and sent us what all the metro districts are doing. I’m always in favor of more committee of the whole time, but I don’t want to table indefinitely. Let’s move forward sooner than later.
Morley – [00:15:30] We cannot continue to have dictatorship. I will not be demanded or commanded nor dictated to. To have some of you, which is par for the course on this board, getting together like the superintendent search and not giving everybody a chance to have input.
Do we want or need this? You can’t run a board like this. I’m accustomed to being on professional boards. This is not the way a board operates. We are not looking at Robert’s Rules, we are doing what we want, when we want … a few of you get together and set this up.
This has got to stop. We are supposed to be running an organization. This is bullcrap. This is political games. I already have position, I was in a position when i came on this board. Google me. I don’t have time for this. It’s time to come together as leaders. You can’t go discuss things in shadows and bring it forward.
Dacosta – [00:17:26] When this was originally introduced to the board, I was in DC. I asked for more time to review this material. Your next email said we were moving forward with it on the agenda. I disagree. We need to work together. This is not an “I” thing. We all want things. I want more money for our coaches. Just because you request things, doesn’t mean they immediately get done. We need to table this and discuss as a whole board. I would like to table this item.
Turner – [00:19:04] Given the contention. I don’t think this presents well. I propose we table this and discuss this as an entire board. It’s currently presenting things in a negative light.
Orson – [00:20:43] Let me propose this. What if we move this to a Committee of the Whole next month and then vote on it in April.
Morley – [00:21:50] What is the rush? Everything is always a rush. This district is limping because of the last rush. This is just like when you put up those countdown boards trying to control the blacks and you rushed. You never discussed this with me. What is the rush? As I said with the time boards, that should be in a place where you play games. I had my whistle last time. I don’t get paid enough to be on this board and play games. Life is too short. Kobe Bryant couldn’t saddle his life with 800 million dollars. You all come in here every month and play these games.
If you walkin in mess and it smells like mess, then you’re part of the mess. You’re either part of the solution or part of the problem. Like Spike Lee said, “Do the right thing.” Why the rush?
Orson – [00:23:35] There is a motion on the table to schedule this in the COW in March and no action on it until April.
Dacosta – What about my motion to table this whole thing?
Orson – OK. Initially there was a motion to table indefinitely. All of those in favor raise their hands. That motion is defeated. Dr. Erwin’s motion is to schedule this for the COW in March and take no action earlier than April. It would be in First Read next month.
Gevertz – I don’t support that. I want it to be in First Read this month.
Doyle – I recommend we go through the motions.
Erwin – The motion on the table is to table it, to meet in the COW to discuss it. Then bring it back if it makes it back. Gevertz wants to keep it on the table now.
Jester – We always have it as a First Read and then we comment on come back to vote on it. When we come back to vote on it, often times we say it’s still not ready. I’m thinking we should do that like all the others.
Erwin – I’m saying we have kicked off First Read before and I want to do that now.
Orson – [00:28:02] If I can restate the motion and I am willing to second it, that we schedule this for the COW in March and it would be ready for action no earlier than April.
Morley – As you plan things in the shadows and lurking around together and bring it forth instead of bringing it together. You all are getting together in pockets. It’s disrespectful. I cannot stand this constant disrespect. I demand respect. You think people are stupid. Does it look like I have a split down the middle of my face? You get together and collude. It’s collusion.
Orson – I call the vote. All those in favor of scheduling this for the March COW raise your hand.
Morley – And see how you do me physically, you turn that way. So, your body language is saying (??) and you all have done it that way since I’ve been on this board. That’s the constant collusion. There are two other people on this end.
Orson – We are in the middle of a vote. There are two votes in favor. 4 votes against. I don’t know where we stand.
Doyle – The motion fails. The agenda item needs to be addressed. Do you not vote on First Reads?
Orson – No. So we are back where we were. It stands as a First Read.
Dacosta – What was the last motion? To table this motion? I’d like to vote on that.
Doyle – We already voted on that and it failed.
“Extremism in defense of liberty is no vice. Moderation in pursuit of justice is no virtue.”