August 2009 Board Meeting Minutes
REDWOOD COAST SENIORS, INC.
Board of Director’s Meeting
Minutes of August Board Meeting
August 21, 2009
Friday 1:00 p.m.
I. Call to Order
a. Board members present: Barbara Durigan, Wilma Gromer, Don Sheffel, Brandt Stickel, John Whatley, Kathleen Johnson, Laurel Moss, John Garratt
b. Staff present: Janice Thomaides, Charles Bush
II. Approval of the Minutes
Minutes from previous meeting were reviewed and approved unanimously. (Whately – motion, Stickel – second)
IV. Audience Comments
Jan Boyd requested that the Board try to avoid changing the date of meetings if possible, and that notice of such changes be made available to the public in a more timely manner, and on the web site. Several other guests affirmed that this was a matter of importance to them.
Connie Korbel inquired about whether there was a vacancy on the Board, and whether that matter would be on the agenda. President Sheffel noted that the bylaws allow up to nine member, and set the minimum at five members. He indicated that the Board had not placed further Board recruitment on their agenda at this time.
A letter was received from AAA regarding the closing monitoring report relative to the AAAS/RCSC contract for fiscal 2008/09. The letter commended the Center for its administration of the contract, and identified several technical matters in reporting and documentation that are being improved.
VI. Board Reports
a. Executive Committee – President’s Report
President Sheffel reported that the committee had place two matters on the agenda for consideration in closed session: A legal matter, the Center’s response to the Grand Jury Report and the legal discussion currently underway; and a personnel matter, the disposition of the Petition received by the Board expressing a lack of confidence in the leadership of the Board and requesting the resignation of Board officers Durigan and Sheffel. That petition had been received at the June Board meeting and placed into the records of the Board of Directors. The Board’s action relative to these two agenda items will be reported in the minutes.
b. Finance Committee – Treasurer’s Report
Reserve fund is slowly recovering from its decline due to falling stock prices. As discussed at the last meeting, “While the reserve is healthy, it is only enough to keep operating the Center for three to four months if government funding were to become unavailable, a condition fior which we always need to be prepared.
The fiscal year 2009 financial records have been completed. Copies of the final profit/loss statement and balance sheet are available for review by anyone at the Center office. They will be posted on the web site upon return of staff member who handles web updating – she is out because of hip surgery and scheduled back in late August.
Local CPA Jeremiah Murphy has met with Business Manager Thomaides and Director Bush to begin the independent financial review of the Center’s 2008/09 financial records, policies and procedures.
Total contract and grant income is down approximately $75,000 for the new fiscal year. This will necessitate strong fund raising this year.
c. Fundraising Committee
New Board members Moss, Whatley, and Johnson were appointed to the committee. They will be joined by John Fremont, former Board member who volunteered to serve with them. There has not been time for the new committee to start their work, but they will meet with Charles this coming month.
The Senior Center will not sponsor a Beer Tasting Event over Labor Day Weekend, but instead will sponsor a Garden BBQ event.
VII. Executive Director’s Report
1. Apologies for the confusion and delays around meeting notification. The revised schedule was determined on August 5, however an email system problem caused non delivery of all Board notices for a three week period without notice back that they had failed. Things were further complicated by the loss of two administrative personnel who normally manage the web site. The delay in updating Web Site has been resolved with some additional training. Diane will be returning to work Monday, and will assume a range of administrative responsibilities with Clytie at the Front Desk.
2. Fort Bragg Masonic Lodge cosponsored a fund raising dinner last Saturday which raised over $2500 for the Day Care Program. Next event is a “BBQ In the Garden” to be held on Saturday of Labor Day weekend to complement the Craft Fair that will occur next door. We are taking a “flex time” approach to compensating staff who work on these events. They receive compensatory time off and we are working out a cooperative coverage strategy
3. A major fund raising mailing will prepared and sent during September - the first of a quarterly series of direct solicitations.
4. Physical plant improvements include interior and exterior window washing and repair; fence repair; various painting projects; main entry upgrade; garden cleanup by Noyo Food Forest Interns.
4. Met with Middle School administrators. Discussed parking and upcoming construction project, emergency procedures, and discount lunch invitation.
5. Began installation of new phone system. We are checking equipment and service quality prior to operational changeover.
6. Hosted a meeting of the AAA Advisory Board and Staff here at the Center. They enjoyed lunch, and had a good discussion of funding and training needs for all the Lake and Mendocino Senior Centers and senior support services.
7. Clytie and I are interviewing prospective bus drivers to find a part time supplemental driver to work with our lead driver John.
8. Janice and I met with Jerry Murphy, the CPA who is doing the review of our financial records and procedures, to begin that process. We are hoping for completion in four to six weeks.
Consulting Report - Robert Lorber/Charles Bush Consultation
When I assumed the position of Interim Director, my colleague Robert Lorber, a nationally recognized Board and Management consultant offered the Center six days of consulting services at no charge as a contribution to Redwood Coast Senior Center. I met with our consultant last week to discuss the completion of my “interim assignment”, and beginning as the regular Director of the Senior Center, and clarifying that new relationship with the Board. Here are recommendations based on that session.
1. Proceed with the transition from the completed interim assignment which was to assess the condition of the Center, complete year end financial analysis; appropriate agency monitoring; establishing new funding contracts; improving staff and client morale; creating new 2009/10 budget and plan; and correcting specific problems identified in operations audit and Grand Jury recommendations.
2. At annual meeting in September, Board needs to settle on the terms of office of both new and old members, fill any remaining vacancies, elect officers for the coming year, and clarify its committee structures, functions and membership.
3. Board may want to prioritize a calendar of tasks to be accomplished with Director over the coming year - perhaps one a month, along with normal Board business:
- Review bylaws, procedures and governance policies for Board operation.
- Define working relationship, priorities, expectations of Director and Board.
- Review vision, goals and commitments of Board for Senior Center.
- Review personnel policies, evaluation of Director, Board self evaluation.
- Review and update financial management and reporting procedures.
- Review physical plant and capital improvement needs, and establish plan.
- Establish a long term fund raising/financial management strategy.
- Review Food Service program.
- Review Senior Support Programs, including Meals on Wheels.
- Review Transportation Program and services.
- Review mission, operation and funding of Day Care Program.
4. I have two immediate suggestions for the Board in terms of direction and support:
Because the Board has doubled in size and added new members who are not familiar with the operation of the Center, it is vital for the new Board to learn a lot fairly quickly about the operation, and their responsibilities. I am available to help that process both individually and collectively. Just let me know how I can support you best.
I made a very strong commitment to transparency, disclosure and honesty in my leadership of the Center and in my dealings with our clients. I need your trust and confidence that I can freely respond to inquiries from our clients here at the Center, the public and press, and our funding agencies and other stakeholders regarding the Grand Jury Report and the changes and accomplishments of the past eight months, which were initiated by the Board of Directors last January.
VIII. Old Business
Discussion on consulting with local pharmacies concerning making arrangements for the availability and administration of Herpex Zoster vaccine to seniors.l Charles will continue to discuss these arrangements with appropriate pharmacies.
IX. New Business
Next Board meeting is the Bylaws required annual meeting for electing officers and reviewing term limits. The meeting will be held at 1:00PM on September 25, 2009 in the Conference Room of the Redwood Coast Senior Center.
X. Closed Session
There was a detailed presentation on the legal dispute between the Grand Jury and Redwood Coast Seniors, Inc. relative to the jurisdiction of the Grand Jury over the operation of Redwood Coast Seniors, Inc., a private non-profit corporation, by Brandt Stickel, acting as attorney for the Corporation. The following motion was passed unanimously: “The Executive Director shall provide a copy of his summary report on the Grand Jury findings and recommendations to attorney Stickel for voluntary release to the Grand Jury, after which it can be made generally available. Attorney Stickel shall continue to pursue his position that the Grand Jury is exceeding its jurisdictional authority.” (motion - Johnson, second – Garratt; Stickel excused himself from vote)
There was a discussion of the “Resignation Petition” that had been previously received by, and entered into the records of the Board. Directors Sheffel and Durigan indicated that they “served at the pleasure of the Board” as specified in the Bylaws, and declined to resign voluntarily in response to the petition. Because the annual meeting is next month, and the topic of officers and Board member terms is slated to be on the agenda, the Board unanimously passed a motion to table this item for further consideration and action at the September 25 annual meeting. (Garratt – motion, Whatney – second)
VIII. Adjournment at 3:30PM