|
Poverty Guidelines
|
SOUTHERN IOWA ECONOMIC DEVELOPMENT ASSOCIATION BOARD OF DIRECTORS MEETING Monday, May 24, 2010 M I N U T E S
SIEDA BOARD MEMBERS PRESENT: Appanoose: Steve Kerber, Linda Rouse, Nancy Sayres; Davis: Leon Wilkinson; Jefferson: Sharon Bowman, Lee Dimmitt; Keokuk: Ernest DuBuis, Jeremy Tinnes, Richard Denny; Mahaska: Greg Gordy, Amy Harper, Sarra Abbott, Katrina Thompson; VanBuren: Gary Adam, Colleen Duke; Wapello: Jerry Parker. SIEDA STAFF PRESENT: Phyllis Runnells, Executive Director; Scott Andrews, Fiscal Officer; Tammy Hotek, Personnel Director; Judy Songer, Family Development Director. CALL TO ORDER: Chair Gary Adam called the meeting to order at 6:00 p.m. APPROVAL OF MINUTES: Chair Gary Adam presented the April 26, 2010 SIEDA Board of Directors’ Minutes for approval. The following corrections to the April 26, 2010 minutes were noted: Page 1, Approval of Minutes, sentence 5, name
correction: Page 3, Personnel Policies, paragraph 1, sentence
6, strike word "hav A motion to approve the April 26, 2010 SIEDA Board of Directors’ Minutes as amended was made by Leon Wilkinson, and seconded by Lee Dimmitt; motion carried. ADDITIONS TO AND/OR DELETIONS FROM AGENDA:There was one addition to the agenda as follows:
A motion to approve the May 24, 2010 agenda as amended was made by Leon Wilkinson, and seconded by Colleen Duke; motion carried. A motion to approve the agenda was made by Nancy Sayres, and seconded by Jeromy Tinnes; motion carried. Linda Rouse suggested a separation of the personnel report heading "Resignation/Termination" to distinguish between an employee’s termination or a resignation. Linda stated it is a concern not a curiosity as to why an employee has left SIEDA. Linda stated it would help her to understand the numbers of employee’s in regard to programming and funding.Linda suggested adding an agenda line item of "board discussion". Linda stated that if there is an issue a board member wants to address there needs to be an opportunity to talk within the board setting and members should not have to converse outside the board room with other board members to discuss issues that affect SIEDA. Richard Denny requested clarification from Linda if the motion to amend the agenda by adding "discussion items" was from here forward or for future board meetings. Linda stated tonight’s agenda and forward. Richard stated that discussion items if added to the agenda to be titled as "New Business". The Open Meeting law was discussed. Gayla Harrison explained that the meetings are open to the public but the SIEDA board is not required by law to follow the Open Meeting law. The board discussed their concerns of separating the personnel report headings by separating the headings terminations and resignations in regard to employee rights. The board discussed the addition of a line item titled "New Business" to the agenda. A motion to amend the amendment to the agenda from this meeting forward was made by Linda Rouse as follows:
The motion died for lack of a second. PERSONNEL REPORT: Nancy Sayres, Vice Chair presented the personnel report for board approval. A board member asked if there was a request for internships with SIEDA. Phyllis Runnells stated Child Development does on occasion have requests for internships. Phyllis stated during the summer months Head Start is closed making it difficult for a person to complete an intern. Kathy Chamra, Head Start Director was not available to answer questions. After reviewing and discussing the personnel report, a motion to approve the report as presented was made by Leon Wilkinson, and seconded by Greg Gordy; motion carried. BOARD TRAINING: SIEDA Board Responsibilities: Gayla Harrison, Attorney with Harrison, Moreland & Webber, P.C., distributed to the board a packet containing an overview of the board training presentation titled "Roles and Responsibility of the Board". Gayla explained to the board that SIEDA is a non profit organization under the laws of the State of Iowa. The original Articles of Incorporation were filed in 1965 and restated Articles were last filed in 1985. The Iowa Non-profit Corporation Act was revised in 2005 with no significant changes. Gayla stated non profit status allows the board member corporate powers that include: purchasing/selling real or personal property, making contracts and guarantees, incurring liabilities, and connecting any other activities and that is where the board member tie in to the bylaws. The Articles don’t tell as much but the bylaws are very specific and the purpose in SIEDA bylaws is to engage in community planning and comprehensive programs for people low income and disadvantaged. SIEDA develops programs to bring entities together to serve as a means of exchanging information with other agencies. Implementing programs and activities to improve economic/social conditions, and educational opportunities, and to cooperate with and administer federal, state, local governments and community organizations. Gayla stated under bylaws adopted March 2009 the role of the board is to establish policy. As a board they set the goals and objectives of the agency and the services they want to provide, help establish/review budgets for those programs, and establish criteria/procedures for the programs. Bylaws state the Board members are responsible for approving all grants and contracts. Gayla stated any new programming and substantial outlaying of money or liability will require board approval and the day to day business will be handled by the Executive Director and the Executive Committee serves in the function of the whole board. Bylaws require the board to issue an annual report regarding agency activities. Personnel Policies specifically state the role of the board is the set personnel objectives, issue policy statements and hire the Executive Director. Policy and procedures are established by the board and the board is to hold directors and supervisors responsible to those policies. Gayla reported that the SIEDA board is made up of 24 members giving great representation from an seven county area. Elected officials fall into three sectors for each county represented: private, public and low-income. Ex-Offico members from Wayne, Lucas, and Monroe counties are not currently active on the board, Gayla stated the only three committees in existence under the bylaw are the executive, finance and nominating committees and the board have the authority to establish more committees. Gayla reported established Iowa law standards states that if the board member acted in good faith the board member generally are not going to have any personal liability in connection with any action the board member have taken as a director. Gayla stated the Agency does have director and officer liability coverage. Gayla told the board to devote attention to what is going on in the agency, be active on committees, read the board packet, ask questions, inquire about facts or circumstance when a situation causes alert and act in good faith for what is best for the agency. An annual Conflict of Interest Statement will be included in June 28, 2010 board packet to be signed by board members. Gayla explained the procedures for indemnification for legal expenses. Gayla stated if a board member acted in good faith our liability policy will protect the member in the case of a lawsuit. If the liability policy won’t do that, the member will have to hire the board memberr lawyer but if the member wins they will get the board memberr expenses paid and the agency can advance the board member expenses or the directors/officers policy can provide coverage if the board think the member has acted in good faith. There is a specific provision under Iowa law that a member has to agree to repay the expenses if his/her action didn’t meet the standard of care. If the agency did decide to advance the money and even though the directors and officers policy refused to do so the board member would be required to sign a piece of paper that says if member can’t establish that he/she acted in good faith and did these things thenhe/she will have to repay the agency for advances they helped with. The board is not liable for corporation debts. Gayla reviewed board procedures for the removal of elected officials. Iowa law states the board has to give the board member 10 days to dispute the petition for removal from the board. Under the bylaws it becomes a question of whether the Executive Director and the board chair are keeping on top of that and know who else they might appoint from the surrounding counties that might be better at attending meetings. A court can be petitioned to remove a director for fraudulent misconduct, abuse of position or intentionally inflicting harm on the agency. Gayla reported that as a board, there are principles and practices that can adopt that states the board member comply with the Iowa Register of Accountability. Gayla will provide a copy to the board as something the board member may want to adopt down the road. Gayla reported the board has the responsibility to remain independent and not be influenced by another persons’ opinion or presence. Gayla stated the skills and talents by the virtue of the make up of SIEDA’s board have very different backgrounds bringing different levels of experience, knowledge and ideas to the board. Under the common law of the State of Iowa, the courts look for three things under Fiduciary Duty: duty of care, duty of loyalty, duty of obedience. Gayla briefly explained the different role plays board members take on as individual roles, task roles, and maintenance roles of the board. The guidelines for the reaching decision of consensus
were explained. Gayla stated that a no vote or an abstention from voting needs
to be documented and on the record. Gayla further explained that agency bylaws
state a majority of the board is needed to make a decision and that the board
member need 13 of 24 present, and out of those 13 present 7 persons can set a
policy. Other decision making models were discussed and a
brief explanation was given for decision problem solving. Gayla discussed board resources and trainings for nonprofit organizations. A board member questioned why of the seven representing counties, six counties have three representatives and Wapello has six representatives. Phyllis Runnells replied representative size has to do with the population in multiples of three. A board member questioned whether a quorum is just the people present at a current meeting. Gayla replied a quorum is the majority of current membership and the act of the simple majority of the board of directors present at the meeting in which the quorum was present shall be the act of the board. Gayla spoke on the topic of the board grievance policy. Gayla stated the personnel policy makes it clear that the executive director is hired by board to carry out the board memberr personnel policies and the board can hold the Executive Director accountable but shouldn’t second guess that person. Prior to 1996 SIEDA’s grievance process did allow for persons to go above the executive director and go to the board to hear grievances. Phyllis interjected by stating a lawsuit brought the change about. One of the options introduced by Gayla in the past was a fair treatment policy committee made up with a jury of three peers which was not accepted by the board. Gayla’s concern is a board of 24 getting involved in employee discipline or termination could set each member up for defamation or liability claims. A board member raised concerns that the division director has no appeal beyond the decision of the Executive Director. Gayla stated there are some boards which have personnel committees. Gayla told the board that they will have to make decisions regarding employee grievances. The history of the removal of board hearing grievances came about from a past lawsuit against SIEDA. A board member asked how many persons appealed at the board level. Phyllis stated one during her tenure. Gayla stated bylaws can be amended to include a personnel committee and outline the responsibilities of the committee and amend the policy and procedures to allow that process. Gayla stated she will help write and defend the board, the personnel policy is ultimately the boards’ decision with respect to an employee appeal. Gayla did recommend an odd number of officers for an appeal committee to prevent a standoff. Gayla reported a draft of the 1996 Fair Treatment Policy can be added to the board packet for the board to review. ADJOURNMENT: A motion to adjourn was made by Greg Gordy, and seconded by Leon Wilkinson; motion carried. The next scheduled Board meeting will be Monday, June 28, 2010 at 6:00 p.m.
Richard Denny, Secretary SIEDA Board of Directors RD/rw |