Participants: John Grohol, Sarah Krug, Janice McCallum, Danny Sands, Joe Ternullo, Sue Woods
Approval of the governance committee members and chair, which consists of Lynda Mitchell, Chair, Sue Woods, Jan Oldenburg, Danny van Leeuwen, Melanie Achdjian, and Janice McCallum.
4 Yeas, 2 Abstentions (Janice & Sue, board members who are on the committee), no Nays.
Board Retreat Recap and Discussion
Mary Hennings will probably present at next full board meeting. She hopes to finalize her report by March for approval in board meeting in March. Sue asked what elements of Mary’s report requires approval. Sarah responded that if it’s a strategic plan, then it needs board approval.
Treasurer; Nomination of Debra Cobb Danny and John
We have a single candidate (Debra Cobb) to replace John Grohol as Treasurer. John explained that Debra does not want to be on the board, just to serve as Treasurer. John noted that there’s nothing in the bylaws that requires that the Treasurer be a director of the corporation. He noted, too, that as an officer, but not a board member, Debra would be included in Executive Committee meetings, but not Board meetings.
In previous correspondence, he also said that Debra did not want to manage the filing of taxes.
Due to the changes in the role that the nominee would fulfill and the fact that the nominee is the sister-in-law of co-chair, Joe Ternullo, Janice McCallum asked that the earlier electronic voting process be halted until we were able to hold a discussion with the full board to be sure that board members are fully aware of proposed changes in the duties that will be carried out by the nominee for Treasurer versus the responsibilities of the current Treasurer, John Grohol.
John has interviewed Debra and believes her to be qualified to take over our financial reporting and banking responsibilities that are required of the Treasurer. However, we will have to hire someone to do our taxes, since that’s not an area that Debra wants to manage.
Sue Woods suggests that we consider redefining the role that Debra will take on since she won’t be fulfilling the complete responsibilities of the current Treasurer. She noted that we will need additional resources (possibly for-fee resources) to handle tax and perhaps other issues.
John doesn’t think we’ll need to pay for tax-preparation services anytime soon. But, it’s not clear who will have responsibility for tax preparation if Debra is named Treasurer.
Another consideration is that Debra is the sister-in-law of our co-chair, Joe Ternullo. Close family relationships between board members and officers are a red flag to the IRS and we need to take care to avoid any situations where a conflict of interest could be perceived.
Janice suggested that no matter who is elected Treasurer, there is some urgency in forming a Finance & Audit Committee as prescribed by the bylaws.
John agreed that the Finance & Audit Committee should be staffed up. John explained that in the early years, the financial reporting requirements for S4PM have been minimal and haven’t required much oversight. There have only been a few line items to report and total annual revenues have been below $50,000 until recently, which allows for filing a simple postcard tax form.
It is important to note that the level of fundraising has increased since we held our first annual conference in 2017 and our tax preparation and financial reporting are becoming more complex.
Action Items for February 26 board meeting:
1) Decide how to structure our finance function if we elect Debra Cobb, what role John Grohol will continue to play, and additional resources we will need.
2) Vote on Debra Cobb as Treasurer.
3) Initiate plans to form an Audit & Finance Committee.
As part of the discussion about the Treasurer position, a few governance-related issues were brought up.
- John Grohol confirmed that S4PM has Director & Officer (D&O) insurance.
- It was agreed that all board members need to have access to board vote results that are taken during meetings or via digital poll.
- At present, only John, the treasurer, has authority to sign checks. Expense report checks are the only physical checks. John will stay on a signatory after new treasurer is appointed.
Conference and PCHA invitation
PCHA has Invited us to participate as a co-located event wth the Connected Health Conference again this year.
There was some discussion about the need to assess the benefits – and overall value—of planning and producing a conference similar to last year’s conference. Sarah suggested that we consider the return on value of the full-day conference at the same venue and decide if the conference is a signature event we target in 2019.
Danny proposes that we can we hire someone to manage the planning and execution of the event.
It was agreed that we should also consider smaller regional events to appeal to more diverse audience than we can reach with a single event in Boston at peak conference and fall tourist season (when hotels & flights are expensive).
Discussing the pros & cons of co-locating with PCHA’s Connected Health will be item for next full board meeting.
Next Executive meeting is March 12, 2018 at 4 pm.
Respectfully submitted, Janice McCallum SPM Board Secretary