Rough draft notes for tonight's meeting 3.24.11
sabrina a
Hi all,
Here are the notes from this evening's meeting:
Save Lyon Martin Meeting 3.24.11
Introductions Minish, Sabrina, Eric, Cheryl Mitchel, Marge Plumb (new board chair) , Eric Fimbres, Jackson, Kara, Danny, Sherry,
Fundraising update:
Money from comedy night, online auction. 347,600 (does not include AT & T donation of $25,000 which is currently a pledge) , which is least has gone up in one week. Judy Hawk doing history on Lyon Martin, wants to do work to save LM. Wants to help fundraise. If anyone has PDF of flyer (or word doc) we need to send to her.
Upcoming events talked about.
Talked about process. Good topic for group, there are things happen with ability to work offline (not in person).
Got to items of Minish’s instruction.
Communications update:
Has been around internal communication with public. And taking on task of comm. Of clinic, and how that translates coming from us.
Spoke to Eric about Rainbow and that 2 docs (from perspective of clinic and from us) are in Eric’s hands.
Report back on Board meeting:
Marge gave an update on board meeting: Stated she was very impressed with what we have done in terms of fundraising, and being able to raise so much money so fast.
Marge has been here in community since 1979. Ran SF suicide prevention, Lyon Martin (89-93). Was ED when moved clinic from Mission Street and oversaw lots of expansion. Very committed to agency. Feels fortunate to have worked with agency. Feels like did great work. Came back once before 10 years ago (1999), saying they were short on board members. Organization in crisis then, and she jumped on board. She rebuild relationships with city, got additional funds, got billing back up. Got board moving again. Hired new executive director. So here we are again. There is a sense of Déjà vu. Good to know the history.
For last 10-12 years runs own consulting business, “Plumbline” coaching and consulting. Understand position as board president, will have certain constraints in relation to personnel and (who is at fault etc) due to legalities, but will do her best to be transparent.
Last night had board meeting, to negotiate a transition to new board, and decided to go ahead and nominate herself to board. She was accepted onto the board. An intense conversation happened, and there was no ill will etc. She understands it is a tough job, there were mistakes made, but don’t deserve to be injured for their mistakes. She informed them that they needed to resign, and we needed a new board due to the perception.
Feelings were shared at end of it, Lauren decided to resign as board president and nominated Marge and she was unanimously approved. She facilitated the rest of the meeting and asked the board to rescined $200,000 goal by end of the month. We no longer have to raise $200,000 by the end of the month. Marge spoke to Kara and Eric and was clear that you don’t set fundraising goals without working with the people who you are asking to set that goal. Marge wants to give us updated spreadsheets, and so we know what is going on and not some round nebulous number. We can decide together what is the fundraising goal at that point. Eric and Jean are working on a plan to close the clinic if that is needed, and that is to be able to say ethically to patients, what will happen.
Closure plan that Marge and Jean created is more detailed and exact than what was previously on the table. Includes strategy of how respond to closure . Making sure we find homes for them. We need to work a plan amongst us, what happens if we feel a closure is imminent. Would never take that issue behind closed doors in a board meeting without involving the community. Also want to protect staff, so they have as much notice as possible.
It is important to state that WE ARE NOT NEAR CLOSURE! Marge does not feel this is going to happen. We are looking at foundations, and what they will need to support the clinic. Foundations will not give if IRS is owed. So we are going to have a meeting to work around that. IRS is owed 304,000 and state franchise and tax is owed $102,000. CPA next week is going to go to IRS and begin negotiations. More is going to be revealed, IRS could take everything, but probably wont’ happen. IRS has right to say everything that goes to agency goes to them. Working out a payment plan of $6,000 a month for 5 years with the IRS. A 3 year plan would be $9000 a month.
Payroll tax, is employee social security. This is employee retirement plan. This has to be paid up! Hoping they are good with 5 years. Hearing CPA will make call, but could be 3-5 months before there is a resolution. We are in the long distance part of the run.
Brought up that crisis energy has passed, and goals have been different. We need sustainable/long term model away from crisis.
Also brought up that fundraising has been brought on in context of urgency. Lots of interest in sustainability of how clinic is run, how this group can function, besides small fundraisers. Want to put it out there, that the group can’t continue at this pace. What can we do in terms of sustainability of fundraising?
Marge mentioned, current board needs to leave. Can’t leave till we have a couple of more board members. Marge could be only board member, but she feels not right thing to do. Also not sure if wants to seat 9 people. She needs at least two people who could be on board next week. FQHC requires 9 board members. Conflict between state law that says only 1. We have to do this with 9 board members. Need to figure out where get 8 more board members. We are on probation on till end of June by SF CCC (clinic consortium). We have till end of june to come up with enough board members. Also finishing financial plan was on table.
If we got to end of June and not have 9 board members, it would be easy to fight. Lots of clinics have been in this situation, to just give you an idea. What we have to do now is go to a longer term strategy. Agency needs to be transparent.
Development director question. Plan of going into the foundation meeting. Idea is that foundation meeting is that local foundations can convene where marge and Eric will talk about needs. Hope of project fits into their scope. If give LM then frees $30,00 for program. Horizen and Blue Shield that support for meeting. Would like to take to meeting money for development efforts. Under 30 people have given over $1000. Most have given $20. In development land, grab most number of donors at small amounts. Significant amount of wealthy community that abandoned LM years ago, due to the agency’s lack of communication. That needs to be addressed. We need to re confront fundraising plan. Parties great for visibility, and need major donors back in, and foundations and corporations. Need to strengthen billing systems of clinic to get paid what is due us. We instigated a sliding scale for patients, and looking how that fits with other community clinics. Do we want this? Etc. Average payment from patients has been $5 out of pocket. One of strategies suggested that sliding scale be adopted based on how you determine who is eligible. One of financial models, is have a copay of $25. But for some members in community, too much. A different policy, what do we do on other side, to increase enrollment of medical and medicare.
Clinic is far more complicated than it used to be 20 years ago. Sliding fee scales can be positive, but can also backfire. People could avoid healthcare because can’t afford it.
It was brought up that people can drop out of care, that $25 is more than Kaiser.
Marge said she is concerned about our community, and particularly about the disenfranchised.
Quality indicators need to be reported to Feds. There are financial incentives if we hit our goals. You can get more money. There are also foundations who give to LGBTQ community.
Mentioned that last Thursday, talked about Save Lyon Martin to be considered to being seated on board.
Eric’s Update:
Eric brought 5 hard copy board applications in hopes that 1 or 2 or 3 would submit application. Includes information, check off list, profile, and description of what it means to be on board, and name of pro bono attorney. The process says that if anyone is interested, they have to meet with the pro bono attorney. The attorney will provide a statement saying they have been advised of potential liability for sitting on the board. Letter goes to consortium, they approve it. Gets sent back to Eric, he takes it to board, and nomination occurs. These people get on the board quickly. Becomes a conversation that we begin now forming a community advisory committee. What does LM need to do in future, and this impacts business model. Advisory committee is essential.
Question: of someone walking in who wants to be in board, what is our opportunity Can we have people we nominate people who represent group? We can be involved with who gets on board. We can sit with consortium, etc…. Possibly have some kind of structure (representatives) from our group who can be involved in appointments.
1. We need 2 people right away. And maybe after that two, we can have a longer term strategy of how to have a process with the group so we can have an input on board members. Boards are self selected. You have power within board to select board members. Right now we need two as a minimum.
Why number 3 on board? Marge said no particular reason. It is a floor. If one more member on, even number, can be dead in water. Three allows for ability to move items. Do we need 8 new people so hit 9? Before 5 leaves. Got minimum of two, 5 will leave.
From group development perspective, hard to move forward with 9 new member board. But if we need to, and group wants that we will.
Eric and Marge are on board with community advisory board. Do have some people in mind for possible board members. Heads of committees? Not sure what personal financial situations are?
Board configurations: need community affairs, legal, consumers, finance, health administration, health professions, human resources, insurance, marketing/pr, nonprofits, technology, union, government These are all recommendations/requirements of what an FQAC board should look like. Run risk of consortium prolonging probation process if we don’t have this.
Questions about what goes on with a board. Fundraising, staying open, conversations, and establishing policy will be involved with board decisions. Want a policy, procedures model. So we don’t end up in this situation again. A board of directors should never hire an executive director without a thorough background search. How can we prevent this happening again? The board will decide what the rules are that the agency wants as the procedure. We have to design it in a way that the agency stays open in future.
Tomorrow meeting with supervisor with Mirikimi to float an ask. Will probably come as $150,000. A likelihood we will have that money by June 1st. Value of that is $86,000, and with other grants, looking at $279,000 on top of what we have. If can’t deliver notice there is an new board now and that we are going to stay open , that money will go away. Funders need to know that the clinic will be stabilized.
Two things have to happen. 1. How fundraising money is being used, we did not do a good job of tracking the distinctions of how money was spent (bills, etc).
Now, everything that is fundraised is put into a savings account. As we need money to cover operations, then we come to bard to request money from that savings. Total cash assets has to reconcile to what makes sense.
Also setting up a separate checking account just for payroll, so we know payroll and taxes are covered.
Consortium was concerned about donations, and if clinic closed that money would be available for other healthcare purposes. Consortium would own separate bank account. Kate Kendel and Marge, mentioned that if money went to pay IRS from donors. We need to look at opening an account that would only go to paying for healthcare so money wouldn’t just go to debt if clinic closes. Assets to limited use must have a board resolution to use those funds. We can set up a structure like that.
We have an independent finance consultant to look at books, to give assurances to Eric that our finances are in line. Also working with CPA’s.
We will be sending out thank you letters and asking people to give again.
Marge wants us to know that two things board wants us to do is potential merger, and change in business plan. Merger conversation has to be managed. Board is going to have to figure that piece out. What would a merger look like? Business and clinic aspect? How do we begin looking at business model for Lyon Martin is another conversation that needs to happen. We need to start looking at these options quickly. We need a community advisory committee going. We need active participation.
Eric encouraged at least 3 people to consider coming on board as a board member, so can vote that process. First priority is board conversation.
We should/could expect 86,500 by April 1st, 106,000 by june, 5,000 etc, with a total of $279,000 by summer.
Whoever we take to board (2 people) will get voted on.
Minish board discussion: Based on recommends that we put forth an all or nothing slate. When have funder briefing, going to recommend a merger. Funders are commending this. Comes out of policy stuff. Key things in boards is 1. Governance, have to approve personnel polity. 2. Moral terpitude: have to make sure independent body. Makes rue organization is ethically bound to protect interest of organization. Responsible for keeping corporate entity in place. May be different from interest of patients. Consultants, could put forth a plan and could affect patients. Consultants have a lot of power. How can we be strategic about pushing board by being patient centered?
Finances: cash flow stuff. What looks like, is profile of FQHC. Upper middle class professionals with lots of business sense. Who typically know corporate models more. Fundraising that happens with boards, boards will recommend moving away from sliding scale for instance. Typically will look at bottom line.
People willing to take on liability. We need to make sure we are all on same page, and recommend a process to them. A community advisory board is a committee. Marge and Eric are awesome, but we need to understand the innate nature of board dynamics and how they affect patients.
There are different boards that interact with organization in different ways. FQHC has particular requirements by board. Managing board and governing board distinction conversation. This organization is being defined by FQHC status. Our best bet, is to change culture of board, but can’t change structure of board. Would like to propose that the CAB be like a consultant. AS a group of people whose only focus is to represent community, hopefully the CAB doesn’t vote, but heavly influences board makes. Governing board can’t micromanage. The entire board is being replaced, so we can create the culture. Once board is stabilized, group can identify additional needs and areas or needs of representation, constant flux, the first set will have a huge impact on board culture. This will not be the end of this process. Board will continue to expand and change. But we can set the tone.
There are going to be set of documents (board by laws, FQHC requirements, health department as funder has own expectations). Other funders will have expectations of what makes a good board. Power/money struggle can happen around funding. Demographics/ how board looks also can be a factor. By laws are amendable by board, but what board needs to do.
Mentioned that this group has been doing what a board has been doing. Raising money, and doing community work that board never did. Would like to see whole group of people apply as board members. Push to get clients on board. 9 people is minimum, not a maximum. People with passion and energy should be on a board.
We are changing our strategy around fundraising. Instead of punting to to fundraising group, talk about strategy of fundraising. Agenda for next meeting.
Board, it is important that 3 or 4 people, that it is a packaged deal. That we are unified. Seminal first group of board is important to be onboard. Questions about bylaws, requirements of board members etc. Financial obligations are in financial lump sum, or duties. Giver/debt, can help do fundraisers, “significant” is self defined.
Jackson plans on applying. Melissa is looking at board packet. Cheryl thinking of being on board. Laura also contemplating on being on board. Pike also expressed interest as to being on board. Gabriel is also going to apply, interested in doing a membership drive. Looking at amending bylaws and creating culture. Commit to 3 years on this board, up to 9 years maximum. 4-8 hours a month is the commitment. These 4 people may be interested. Getting more on board now, may be more effective.
Is the advisory board the same as Save Lyon Martin? What would the community advisory board look?
Going to put forth how to apply as a group. Send email with all our information attached, and figure out a strategy. Go as a group. Create a group letter. “This is why we think as a group we bring these skills together”. 6 people will email as a group, strategy as a group. Any visioning? Make clear what the platform is going in? As part of slate, this is what bringing, and values that we have.
Manish Vaidya
Thanks Sabrina for taking notes and Jackson for stepping in to facilitate at the last minute.
I'm sorry; when I shared some points for the 'board discussion' section, I was unfocused, unclear, and used a pessimistic tone. That isn't what I wanted to get across. Is it ok with y'all if we not post that section of the notes to the SLM site? I think posting that part could lead to unnecessary stress during an already-stressful time.
Tomorrow I'll write a very short list of the key points I meant to communicate, in a more constructive or at least more neutral tone. I'll also post a bunch of short articles and a resource list on fundraising, finances, and boards.
xo
manish
From: sabri...@hotmail.com
To: save-lyon-martin-fund...@googlegroups.com
Subject: Rough draft notes for tonight's meeting 3.24.11
Date: Fri, 25 Mar 2011 00:41:39 -0700