5:30 Call to Order Vogt Welcome & Establish Quorum. 5:35 Consent Items Stavor November 2015 Board Meeting Minutes Approval.

Transcription

1 BOARD OF DIRECTOR MEETING November 18, :30-7:00 pm Mariners Conference Room Attendees: Chair: Chris Vogt Vice Chair: John El-Koury Secretary: Dawn Stavor, MS, RN Treasurer: Sam Nekhaila Scott Black, Esq. Dan Cole David Dehaas-Grosseck Jacqueline Gavin, MSN, ARNP Staff: Kate Banick, Executive Director Materials: Minutes November 2015 Nov 2015 Monthly Financial Report Board Interest Form 2015 Financial Audit External UPCOMING DATES: GHC Board Meeting February 3 LUAU!!! February 27 5:30 Call to Order Vogt Welcome & Establish Quorum 5:35 Consent Items Stavor November 2015 Board Meeting Minutes Approval 5:40 Operations Banick Black Updates Strategic Committee Report Update 6:00 Governance DeHaas-Grosseck Board Development Report Update 6:10 Financial Nekhaila Banick Vogt El-Koury External Financial Audit Review (2.2.12b) Monthly Financial Report Annual Board Contributions Luau and Sponsorship Update 6:45 Open Discussion Tabled items: FundCom MD/ED ED Annual Development Plan Review / Consent Strategic Plan Goals and Objective Report Asset Protection: Emergency Succession Plan (2.3.7) Annual Contributor Report (2.4.6)

2 BOARD OF DIRECTORS MEETING Minutes of November 18, 2015 Mariners Hospital Main Conference Room Directors Present: Chris Vogt (Chair), Sam Nekhaila (Interim Treasurer), Scott Black, Dan Cole, David DeHaas Grosseck, John El-Koury, Jacqueline Gavin Directors Absent: Neal Rakov, Dawn Stavor Staff Present: Kate Banick CALL TO ORDER: Chris Vogt called the meeting to order at 5:33 p.m. Quorum established CONSENT ITEMS: Banick August 2015 Minutes: Name of committee noted in minutes is Fundraising, not Luau Committee. Motion El-Koury, 2 nd Nekhaila, approved unanimously with correction. Annual Conflict of Interest Forms, Annual Certificate of Compliance for Code of Conduct Compliance and Annual Board Job Description Forms signed by all members; no comments or concerns. Filing at GHC, submitting to Secretary of the Board. OPERATIONS: Banick Impact Analysis Report (Board Policy ) o Patients continue to meet eligibility criteria, Strat Plan committee to review mile marker restrictions o Application processed averages 3 days since done in-house o Implementation and tracking of Outcome Goals as established in Policies in progress o Service numbers reported, Gavin raises discussion regarding content and low # of Wellness exams. Will follow up with Gavin, Banick and Med Directors. Patient Survey Results Presented (Board Policy 2.6.6) o 90% approval rating on medical providers and staff o Exploring volunteer to do midweek office cleaning to bring up score o Banick requests Strat Plan Committee review transportation options o Board discusses how to leverage word of mouth outreach, reported as largest referral source FY16 General Updates o Exploring CareMessage, text-to-patient to improve missed patient appointments, $ year o NAFC and FAFCC conference highly recommended, 2016 will be in FL. Board encouraged to attend o Clinic closed to patients several days per quarter, lack of backup provider coverage, appointments not effected at this point. GOVERNANCE: Neal Rakov has resigned board membership via communications through Gavin & Stavor. Election of Officers: o Black leads discussion re: time commitments, current roles held, interest and vacancies. Chair: Vogt expressed interest to continue as Chair. Move to re-elect, DeHaas-Grosseck, 2 nd Nekhaila, carries unanimously. Vice Chair: Vacant position since the terming out of Stober. Move to elect El Koury by DeHaas-Grosseck, 2 nd Black, carries unanimously. Treasurer: Board elects to transition Nekhaila from Interim Treasurer to Treasurer. Motion, Gavin, 2 nd El-Koury, motion carries unanimously. Secretary: Black moves to re-elect Stavor, 2 nd Nekhaila, motions carries unanimously. Establishment of Committees: o The Following committee members are chair appointed or volunteers:

3 Board Development / Governance DeHaas-Grosseck (Chair), El-Koury, Nekhaila Policy & By-law Review Gavin (Chair), Stavor, Black Management Evaluation & Compensation Review Nekhaila (Chair), Black, Cole, Gavin, Vogt Fundraising El-Koury (Chair), Black, DeHaas-Grosseck, Nekhaila Strategic Planning Black (Chair), Gavin, Manuel, Vogt FINANCIAL: Annual Financial Report: o Review shows most items within parameters, year ending $78k net surplus with $296k in accounts at EOY. Clinic has 6 months of operating expenses in savings. Fixed asset report shows some capital purchases may need to be made within the next months. FY16 General Update: Banick o $10,800 grant received, Health Foundation of South Florida, the first time in several years. Conch Scramble payout in December, waiting on TDC monies. $ commitment from the Sons and Daughters of Italy made for December. o Audit is underway with positive feedback on our bookkeeping. Primbamsky did report minor concern regarding lack of documentation on conflict of interest to related party vendors. Luau Update: El-Koury o Islamorada Fish Co offered venue, reasonable price as community outreach effort. Three Kahunas are confirmed, Gavin also has one possibility. Board was given Sponsorship sheets to solicit support. El Koury, FreeWheeler will sell raffle tickets at Nautical Flea Market booth. Management Evaluation and Comp Committee Report: Vogt o Board requested Banick leave for discussions. Vogt reports initial renegotiating offer to Banick of 58k, 8k benefits, 18 days PTO was rebutted with request for 60k, 8k benefits, 18 days PTO. Board discusses annual performance, agrees performance justifies meeting request and request is within acceptable range for position. Motion, Dehaas, 2 nd Gavin, carries unanimously. Banick rejoins meeting, offer was made and accepted for $60k annual salary, 18 days PTO plus $8k in healthcare premiums budgeted. Motion to Adjourn, Vogt, 2 nd Gavin, carries unanimously Meeting was adjourned at 7:26 p.m. Respectfully submitted by, Dawn Stavor, Secretary Note:

4 approved 8/19/15 INCOME FY 16 Budget Oct-Nov 2015 Baptist Health of South Florida $ 150,000 $ 37,500 Monroe County Human Services $ 83,500 $ - Signature Event - Luau Gross Income $ 65,000 MC SAFF $ 5,000 Other Grants $ 5,000 $ 11,264 Other Individual Contributions $ 10,000 $ 1,650 Interest Income $ 300 $ 139 Miscellaneous Income $ 1,000 $ 48,220 Third Party Fundraising Events $ 5,000 $ - EXPENSES Staffing Expenses Medical Director $ 39,000 $ - Mid-level Providers $ 63,500 $ 7,250 Executive Director $ 60,000 $ 10,833 Patient Services Staff#1 $ 29,000 $ 4,667 Patient Services Staff#2 $ 29,000 $ 4,667 Prog & Dev Assoc $ 15,000 $ 2,141 Bookkeeper $ 2,400 $ 378 Casual Labor $ 500 $ 140 Benefits $ 8,000 $ 1,338 Payroll Taxes $ 11,475 $ 1,689 Indirect Staffing Expenses Dues, Fees & Subscriptions $ 3,500 $ 1,691 Staff Training & Conferences $ 600 $ - Travel $ 2,500 $ 331 Meals $ 400 $ 70 Cost of Space Expenses Rent $ 12,000 $ 2,000 Electric $ 2,200 $ 306 Janitorial Services $ 2,400 $ 405 Telephone & Internet $ 2,000 $ 307 Water $ 300 $ 14 Office Supplies $ 2,275 $ 170 Office Equipment/Repairs $ 1,500 $ - Bank Service Fees $ 100 $ - Insurance $ 1,200 $ - IT Support $ 500 $ - Printing and Reproduction $ 2,400 $ 155 Computer Software $ 3,000 $ 232 Medical Expenses Medical Supplies & Equipment $ 3,000 $ 89 Biowaste Removal $ 500 $ 60 Pharmacy/lab $ 1,000 $ 37 Fundraising Expenses Luau $ 15,000 $ 909 Misc $ 1,000 $ 44 Merchant Service Fees $ 500 $ - Board Governance D&O Insurance $ 1,400 $ - Audit and filings $ 3,750 $ - Mtg Expenses $ 200 $ - Communication Expenses Advertising $ 500 $ - Community Outreach $ 1,000 $ 43 Web Site $ 500 $ 250 SUMMARY Total Expenses $ 323,100 $ 40,214 Total Income $ 324,800 $ 98,773 Reserve Funds Used $ (1,700) $ (58,560) Net Surplus $ 1,700 $ 58,560 Capital improvement $ 3, $ -

5 Board Interest Form Thank you for your interest in participating in the Good Health Clinic governance process. As a local not-for-profit we rely on active, community-minded individuals to facilitate and oversee this essential community resource. Our organization s success in helping bring healthcare to those in need is directly connected to participation level of our board, advisors, staff and volunteers. As such we look for individuals who have passion, time, relevant experiences, and resources to bring to the table. Additionally, Good Health Clinic bylaws outline the number and composition of our Board. For further information or questions please feel welcome to reach out to our: Board Chair, Chris Vogt: Governance Committee Chair, David DeHaas-Grosseck: Executive Director, Kate Banick: Please submit completed applications to David DeHaas-Grosseck by at dehaas@bellsouth.net or snail mail to: David DeHaas-Grosseck c/o Good Health Clinic Overseas Hwy, St 2 Tavernier, FL He who has health, has hope. He who has hope, has everything. Thomas Carlyle

6 Board Interest Form 1. General Information Name: Cell #: Home Address: Street City State Zip Alternate # ( work / home ) : 2. Please attach a current resume / experience summary. 3. Why are you interested in serving on The Good Health Clinic Board of Directors? 4. How would you most like to contribute? 5. Please list current or prior Boards or Committees you have served on and relevant volunteer work. Organization ` Role/Title Dates of Service 6. The Good Health Clinic is a mid-sized NPO requiring a working Board in order to prosper and grow. Please read the attached Job Description and indicate your willingness/ability to fulfill minimum participation levels: Are you reasonably confident you are able to fulfill at least one 3-year term if selected? YES NO Regularly attend Board meetings, currently held at 5:30p the first Wednesday most months? YES NO Join 1-2 board committees, which will meet outside of regular Board meetings as needed? YES NO Attend a minimum of 3 events annually as a representative of the Good Health Clinic? YES NO Actively assist in fundraising and contribute an annual monetary gift to the clinic which is financially significant to your situation? YES NO 7. Signature: Date:

7 The Board is responsible for: Board of Directors Job Description rev. 9/2015 cv/klb Determining how the organization carries out its mission through long and short range planning and review. Adopting an annual budget and providing fiscal oversight. Recruiting, orienting and developing potential new board members. Evaluating its performance and the overall performance of the organization in achieving its mission. Establishing policies and procedures for the effective management of the organization. Hiring and evaluating the performance of the Executive Director. Hiring and evaluating the performance of the Medical Director. Responsibilities of Directors: Understand and promote the organization s mission. Be familiar with the organization s programs and operations. Be a working member of a least one (1) board committee. Participate in resource development and fundraising. Make an annual gift to the organization commensurate with one s ability. Advocacy and community education. Review board meeting materials before meetings. Identify and potential conflicts of interest. Approximate Time Demands: Attend and actively participate in at least 75% of scheduled and special called meetings. The full board will be required to attend ten (10) monthly meetings, starting at 5:30pm. Committee work is determined by the members on an as needed basis to insure project/scope of work is accomplished. Annual planning retreat will normally consist of 1 day during a weekend to be determined by the Chairman. Annual meeting, per the By-Laws, is normally scheduled for the last quarter of the fiscal year and will take place during a regularly scheduled full board meeting unless otherwise rescheduled at the Chairman s discretion. Attendance at two or three of the Clinic s key events is highly encouraged (times will vary). Participate in a 2 to 3 hour board member orientation which will be coordinated to meet your personal schedule. Finance and Resource Development Expectations: Directors are expected to contribute an annual gift that is significant according to their circumstances. A $ gift is suggested as a minimum goal. Sell/buy tickets to organization fundraising events. Recruit and sell sponsor packages for various events. Identify and assist in cultivation of potential donors to further the Good Heath Clinic s mission and goals. Identify and assist in obtaining in-kind contributions, as needed. I have read the board of directors job description and fully understand its content. Date: / / Signature: Print last name:

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