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The Beaver Water District (BWD) is the second largest water utility in Arkansas in terms of population served. BWD is a highly respected wholesale water provider, getting high marks from its four wholesale customers. However, BWD faces a desision at this time of either continuing in its role as basically a treatment plant operator, or choosing to significantly expand its involvement in the watershed, getting into new lines of business and significantly expanding its service area. BWD's challenge, in considering a new strategic direction for the utility, required resolution of the following challenges identified by the Utility Management Committee: involving stakeholders, including BWD staff; getting the Board involved in the process; educating the Board; getting the Board to provide guidance on desired strategic direction; and, enlisting the Board to work with elected officials. This had to be done within a compressed time table and with limited time for workshops. The solution consisted of a three workshop strategic planning process with a separate offsite workshop solely for the Board. The final plan had the full backing and support of the Board because: the Board was treated as an important stakeholder in BWD's strategic planning process, and Board members recognized their input in the plan; the Board's need for education was fully addressed during the process, BWD was benchmarked for the Board using Qualserve performance measures (the Board wanted an independent assessment of how good BWD was), and the Board was provided information on water quality issues and watershed management, as well as options available to BWD; and, rhe Board was given the opportunity to provide guidance to the planning effort. By separating the staff workshops from the offsite Board workshop, BWD was able to achieve: staff ownership of the plan, because it is their plan; and, board support for the plan, because the Board's input and guidance is visible throughout the plan. Includes table, figure.