January 2, 2010 Special BOD minutes

MHA special BOD meeting, January 2, 2010

Special meeting called by the Vice President.

Location: Kurt Bischoff’s home.

Present: Lilly Wallace, President; Kurt Bischoff, Vice President; Deb Feustel, Treasurer; Paul Keaton, Secretary; Mark Reeder, Management Committee Chair; Jane Seaton, Site Committee Chair.

The Vice President chaired the meeting, the Secretary took the minutes.

Agenda:

  1. Discussion of Conflict of Interest/Confidentiality and Recusal Documents

  2. Discussion of appropriateness of MHA board members serving concurrently on two boards, specifically, serving on the MHA board and the Thistle Community Board

Call to order: 5:31pm

The Vice President opened by stating the need for the Conflict of Interest and Recusal documents which is to keep the interests of the MHA and the residents foremost for this Board and future Boards. He made a distinction between interests and intentions, the latter being unknowable.

He opened the discussion about the appropriateness of the MHA President serving simultaneously on the MHA Board and the TC board by expressing disappointment at the delay in the President’s notification of the Board and asking the President when she knew about the appointment.

The President said that the prospect was first mentioned to her in August, 2009, she met with Thistle’s President and CEO in September, and was scheduled to be nominated and voted in at the October TC Board meeting, just prior to her election to the MHA Board. That October meeting was canceled do to snow so the nomination and vote took place at the November, 2009 TC Board meeting. The President agreed to scan and send the letter from TC about her acceptance on the TC Board.

Discussion followed about advantages and liabilities of having an MHA Board member serving on the TC Board at the same time and whether advantages outweighed liabilities. The debate centered around conflict of interest between the two boards and if a non board member of the MHA would have as much influence as a Board member.

The debate about serving on both boards then segued into Conflict of Interest/Confidentiality policies and Conflict of Interest definition which dominated most of the rest of the meeting. Discussion centered on several points:

  1. What is the definition of Conflict of Interest?

  2. What is the importance of a perception of Conflict of interest?

  3. An MHA Board member who discloses confidential information is legally responsible and can be sued by the rest of the board and the corporation.

  4. The MHA Board itself and the members thereof might be responsible if the Board knows that a person has a conflict of interest and allows him to use personal influence on the matter anyway and the MHA is harmed as a result.

  5. Conflict of Interest/Confidentiality and Recusal documents help protect the rest of the corporation when a board member does something that endangers the corporation.

  6. Discussion of the issue of whether we meet IRS guidelines for a non-profit corporation vis a vis Conflict of Interest and Recusal documents.

  7. The point was made that Conflict of Interest is also based on perception of conflict of interest.

  8. There is an ongoing financial relationship between the MHA and TC since TC owns the property.

  9. Setting guidelines for future MHA Boards.

  10. How much do the documents protect the rest of the Board and the MHA Corporation? They provide legal recourse if a member pursues a conflict of interest and in so doing harms the MHA.

  11. The point was made that a 1974 court decision known as the “Sibley Hospital case” set a precedent by confirming that board members can be held legally liable for conflict of interest even if they are not themselves in conflict because it constitutes a breach of their fiduciary responsibility.

  12. If a Thistle Board member is a member of the MHA but not an MHA Board member then there is no liability for the Board.

  13. COI docs and recusal docs protect us because minutes show what happened in the meeting. Since minutes are posted on the web, conflicts of interest are not confidential.

The meeting then turned to discussions of Confidentiality and what is confidentiality. Two points were discussed:

  1. How do we protect ourselves against the membership

  2. How do we protect ourselves from the fallout of internal conflicts.

General idea is that we should agree that we do not talk about internal conflicts outside of the board room. This led to a list of items that are confidential; items that are not confidential; and gray areas that could go either way

Items that are confidential

  • Personal resident information

  • Discussions are not automatically released.

  • Anything regarding possible or pending legal action by or against the MHA.

  • Negotiating positions

  • Discussion undertaken under the premise of confidentiality.

Items that are not confidential

General Board decisions would not be confidential

  • All financials published by our agent are non confidential

  • Names and positions of Board and committee members

  • Any board motion outside of executive session

  • General minutes

Gray areas of confidentiality

  • Discussions in meetings

  • Discussions in emails

  • What within a discussion is confidential – that which is requested by a member to be confidential

  • Done on a case by case basis

The point was raised that we should ask our lawyer for general guidelines. In the meantime we accept the idea that discussion items under grey areas above are a case-by-case basis.

Main Motion:

Vice President: made the motion of what the Board will consider to be confidential and non confidential items for now until the MHA lawyer can give us more concrete guidelines: Resident information, possible or pending legal actions, negotiating positions, and any other case by case items as stated by the person who starts the discussion as confidential are confidential; Financials, Board and Committee members, any board motions outside of executive session, minutes, and anything approved by the Board are non confidential items; and in the gray area discussions and forms of discussions are decided on a case by case judgment.

Seconded

Passed unanimously.

Request was made by the President of the Secretary to email the list contained in the motion to Board members in the next couple of days. The Secretary informed everyone he was not sure if he could do that.

The Site Committee Chair asked the Secretary when he could get the list to the rest of the Board.

The secretary answered that he honestly didn’t know.

The Site Committee Chair found this a difficult answer because it was a lack of accountability in a practical way.

The Management Committee Chair asked if there was something in particular that kept the Secretary from getting the list to the Board in a certain amount of time.

The Secretary answered that he has no idea what actions other Board members may take which might change his priorities and so is not willing to make a commitment.

Management Chair asked if the Secretary could make other arrangements to get the list out such as sending the material to another board member who can write up the information and send it out to everyone.

The Secretary agreed that he could scan the page with the list information on it and send it out within a week.

The discussion next turned to what should be done with the list of confidential and non confidential items as well as the gray area list and the Conflict of Interest/Confidentiality policies, Conflict of Interest Disclosure form, and definition of Conflict of Interest in relationship to the MHA lawyer and for future Boards.

The point was also made that we should include the information from the risk management group that the Treasurer found on the Internet as part of the Conflict of Interest Disclosure form and the Conflict of Interest/Confidentiality Policy as a definition.

The Treasurer agreed to put the information together regarding the Conflict of interest/Confidentiality policies and Confidentiality letters and prepare it for the lawyer to review. Secretary and Treasurer will confer to see that the documents are put together. It was agreed that there would be four emails to Susan:

  • One asking about cost

  • Each document in a separate email with an explanation of what the MHA has added to the Conflict of Interest Disclosure; Conflict of Interest/Confidentiality Policy, Conflict of Interest defined – with the MHA guidelines attached.

The meeting then returned to the discussion of the President’s decision of staying on both boards.

The President said that she would give her decision about staying on both boards in 5 weeks from January 2nd.

Meeting adjourned at 9:03pm