**[FTS-HRSA OA]{.underline}**

**[Moderator: ]{.underline}[Mary Collier]{.underline}**

**[December 6]{.underline}[, 2006]{.underline}**

**[1]{.underline}[:30]{.underline}[ p]{.underline}[m CT]{.underline}**

[Coordinator: All sites, please stand by.]{.underline}

[ Today's teleconference is about to begin.]{.underline}

[ Hello and welcome to the GA Health teleconference.]{.underline}

[ Following today's presentation, there will be a formal question and
answer session.]{.underline}

[ Until that time, all lines will remain in a listen-only
fashion.]{.underline}

[ But at that time, if you should have a question, simply press star-1
on your telephone touchpad.]{.underline}

[ At any time, you may withdraw your question by pressing
star-2.]{.underline}

[ And when prompted, please state your name for pronunciation
purposes.]{.underline}

[ Today's conference is being recorded. If there are any objections, you
may disconnect at this time.]{.underline}

[ I would now like introduce today's conference host Miss Stacey
Willocks.]{.underline}

[ Ma'am, you may begin.]{.underline}

[Stacey Willocks: Thank you.]{.underline}

[ Hi. This is Stacey Willocks from the Georgia Health Policy
Center.]{.underline}

[ I would like to welcome everybody to today's technical assistance
teleseminar entitled Tales from the Trenches: Experiences and Board
Development.]{.underline}

[ And we have (Joanne Ork) on the phone with us today and (Karen
Wakeford) who will be presenting.]{.underline}

[ And (Rob Holly) may join us a little bit later to be our third
presenter, but at this time, I would like to let (Joanne) introduce
herself more formally and to go ahead with her
presentation.]{.underline}

[(Joanne Ork): All right. Thank you, Stacey.]{.underline}

[ This is a new experience for me so I - we were talking in the
beginning about not being able to see people.]{.underline}

[ So I will try to keep my energy up here.]{.underline}

[ I'm (Joanne Ork).]{.underline}

[ I'm the Executive Director of Ohio State Health Network.]{.underline}

[ Last year, I did provide technical assistance to the Georgia Health
Policy Center for some of the HRSA grantees and I also served on the
National Cooperative Health Networks Board.]{.underline}

[ As a matter of fact, I'll be the chairperson of that board in 2007,
and I also served on the Flex Advisory Board for the Department of
Health.]{.underline}

[ And so I have had some experience sitting on board and the majority of
my experience working with the board has been with Ohio State Health
Network.]{.underline}

[ When (Dora) asked me to speak today about working with boards and
particularly from the perspective of the trenches, my mind was really
flowing with some memories going back.]{.underline}

[ I've been with the Ohio State Health Network for about seven
years.]{.underline}

[ So some of those memory is good \-- not all of them and I'm hoping
that, you know, today, I can chuckle about a few of them and hoping that
I can pass on some of the things I learned that I wish somebody would
have sat down maybe - and talked to me about when I started this
position.]{.underline}

[ Today, (Dora) also - I - just to explain to you, I am going to talk to
you mostly from the perspective of a horizontal network
board.]{.underline}

[ And the horizontal network board is comprised mainly of hospitals. And
the reason that's important to understand is the hospitals, with those
types of networks, those hospitals really look at themselves as the
owner of the network.]{.underline}

[ And so there's not a lot of turnover as far as board
member.]{.underline}

[ Whoever- generally, it's the CEO or the administrator who serves on
the board and most of those boards are set up so that each organization
has one seat, one vote.]{.underline}

[ And so unless the CEO moves on to a new position, you're not going to
experience a lot of turnover.]{.underline}

[ At Ohio State health Network, when we originally started ten years
ago, we had in our bylaws, to have a physician and an administrator from
each organization mainly because they were after a more clinical
focus.]{.underline}

[ And throughout the years, the physicians - it's very hard for them to
participate because they're active clinically.]{.underline}

[ And so, in order to combat in kind of breath some new blood in to our
network, we changed our bylaws a little bit and we since added the piece
where it could be on two administrators from each
organization.]{.underline}

[ And that way, we felt we would get more brains around the table, maybe
some new ideas and people coming from a different perspective in the
hospital.]{.underline}

[ So, today, we still have the CEO as one of the main representative and
then they choose another administrator to participate.]{.underline}

[ And that also helped us combat some of our attendance issues to
it.]{.underline}

[ We have - we're a small organization. Seven hospitals belong to
us.]{.underline}

[ So if somebody is on vacation, we were really hurting as far as
continuing on with our board meeting.]{.underline}

[ What I try to do is try to organize this so I wouldn't ramble too
much. So what I'm going to go into now is talk to you about the top ten
lessons that I which I knew from the beginning when I work with - when I
start working with Ohio State health Network and I'm going to go in the
order of basically lesser - what I think is lesser importance up to some
of the - to the more extreme importance.]{.underline}

[ So number ten, getting them up to speed. And this really had to do
with initiating new board member.]{.underline}

[ I was not prepared when I had a new member come on to do any type of
board orientation, but the board orientation piece is very important for
new people coming on your board and you really should spend some time
and conduct this in person if you can, or at the very least, over the
telephone and sometimes it's very nice to bring another board member
with you that helps start a relationship with another board member
around the table, gives them a face that they're going to connect
with.]{.underline}

[ Some of the items that you should include in your board orientation
are your articles of incorporation, your bylaws, any resolutions or
amendments to those, maybe a brief history of the organization, the
mission, your statement - mission statement.]{.underline}

[ You might want to put in some pertinent financial statements , a
strategic plan if you have one, copy of your DNO liability policy, a
contact sheet with your board - other board members listed their
addresses, phone numbers, fax numbers, emails, their assistant's name
and you might want even to include - because these are hospital, a list
of the other key executives in the organization.]{.underline}

[ If you have - if you do reimburse for expenses, you should list your
policy, calendar of all your board meeting or maybe the minutes from the
past year because this also gives them a historical perspective on the
organization.]{.underline}

[ A summary of the conflict of interest policy, and if you want to
include any results of any type of government audits if you do
those.]{.underline}

[ Don't leave the board orientation though for that one-time, you know,
three or four months later, you probably want to check back in with that
board member just to make sure, you know, it's a lot of information to
take in at once and then they'll give you a chance to reconnect with
them and see how things are going.]{.underline}

[ Number nine, why can't we ever get anything done?]{.underline}

[ This really has to do with running an effective board meeting and the
solutions to those are really two-fold: communication and the agenda
structure.]{.underline}

[ You should have - plan on having a board meeting probably at least
there times year and preferably in person and you should think about
publishing an annual calendar because these are busy people that have a
lot of standing appointments.]{.underline}

[ You can - you know, you can always have flexibility where you cancel
those but at least you're getting those meetings on your
calendar.]{.underline}

[ First, the communication. Information for your board meeting should be
sent out no less than a week prior to the meeting so that the board
member actually have time to review it and think about it.]{.underline}

[ The agenda is something that - is also something that you should think
about when you put it together.]{.underline}

[ We actually on our agenda. We used to lift it more like an outline and
I had a board member come up to me one time and tell me that it could
probably get more done if he understood what we were trying to
accomplish on the agenda and that kind of took me aback but I thought,
"Well, okay."]{.underline}

[ So now, today, our - on our agenda, each - under each item that we
have, not only we - do we say it's only for information or it's a
voting, but we also do a brief summary of this is why this agenda item
is important and what we're trying to accomplish with it.]{.underline}

[ Another way that to make a meeting more effective also is to use a
consent agenda.]{.underline}

[ In a consent agenda, you consolidate your routine items and put it at
the beginning of the agenda.]{.underline}

[ That way, you can do a blanket vote on three or four items like
approving minutes, approving financials, things like that.]{.underline}

[ Your board members still have the opportunity at that point to pull
items out of the consent agenda so they can change that but it does
speed things up for you.]{.underline}

[ Our meetings, over the years, we have a two-hour meeting, and we
essentially meet six times a year.]{.underline}

[ In the beginning of our meeting, we structure it as what we call
working meetings. It's a much more casual part of the our agenda and not
an official board meeting, and that meeting last about 90 minutes and
our board meeting only lasts about 30 minutes.]{.underline}

[ We use our working session as a time for the CEOs and the
administrators to do some networking and learning on their own for us to
do some actual work and planning for the organization and maybe just
some general education as well.]{.underline}

[ Number eight, keep on trucking. The busy schedules can really slow
your progress exponentially.]{.underline}

[ And so the solutions to these are really to think about two main
things: number one, proxies; and number two, electronic
communication.]{.underline}

[ The proxies have to be some - they're usually something that are
incorporated in your bylaws and so most attorneys will allow for
that.]{.underline}

[ The electronic: You also need to think in this day and age, can we use
email to do a vote? Telephone is another way, email is probably quicker
and so those things are also very useful and you should keep those in
mind.]{.underline}

[ You do need - so once you've gone through, you got proxy or even a
electronic vote of any kind of documents that need to be registered with
your secretary, and that's a good idea to reiterate the outcomes at the
next board meeting.]{.underline}

[ Number seven, the knights in shining armor.]{.underline}

[ I don't know, you know, every now and then, everybody wants to be
saved and so this is one where I look at my board members and they're
very intelligent people, they all are with you.]{.underline}

[ They have different strengths and they want your organization to be
successful.]{.underline}

[ So what we use are champions.]{.underline}

[ We - in different aspects of the board meeting, if we have a
particular item that we're voting on a program that we're trying to
develop, we will identify a board member who will actually champion that
issue and take it forward to the board.]{.underline}

[ That also helps them to feel needed and useful as well and engaged in
the organization.]{.underline}

[ Number six, tools for the tool chest.]{.underline}

[ These are some documents that you should consider having with you as
well.]{.underline}

[ The first one is membership agreement.]{.underline}

[ This is a document and there are different ways of writing
it.]{.underline}

[ It depends on your organization.]{.underline}

[ For us, this really - this document details or reiterates an
organization's commitment to the network. It summarizes the rules for
termination and those are also incorporated into your bylaws \-- all of
these things are in your bylaws.]{.underline}

[ For us, we deploy a lot of video-conferencing equipment and we
detailed the steps of once you terminate your membership, how we're
going to get our equipment back from you.]{.underline}

[ So that's one tool.]{.underline}

[ Conflict of interest policy is the second one and conflict of interest
policy, again, there's usually something iterated in your bylaws about
conflict of interest but we also use a formal document where the
executive will sign this piece of paper and basically saying that
they're not going to use their position to profit personally or assist
others in profiting.]{.underline}

[ A board's self-assessment.]{.underline}

[ I would recommend doing a board self-assessment at a minimum, every
other year. this is a tool where - and an opportunity for your board as
they're completing this assessment to actually step back and reflect on
their behavior how they're contributing to your organization and how
active they are in it.]{.underline}

[ The last one, confidentiality agreement.]{.underline}

[ This particular agreement became extremely important to me. I almost
actually - our organization almost got sued and I did not have a
confidentiality agreement in place when this particular situation was
occurring.]{.underline}

[ We were negotiating a distribution agreement with a couple of
different pharmaceutical company and I had a pharmacist who did not want
to switch distributors and so was essentially sharing all the
information that we were compiling between the two companies so that the
company he wanted to stay as a distributor could come back with the more
competitive bid.]{.underline}

[ This document might not stop staff members from sharing that type of
information, but the signing of this type of agreement makes it pretty
clear around the table that we're serious about what we're doing and
that it will give them a cause to just stop for a minute before they do
something like that.]{.underline}

[ Number five, birthdays are for surprises, board meetings, not so
much.]{.underline}

[ Whenever you have a really sticky situation that you are voting on in
a board meeting, it's to your benefit to actually educate your board
members and get on the phone with them prior to the meeting so that you
have an understanding of what their concerns might be so that you're
ready to address them.]{.underline}

[ You know, basically, you'll just scope them out in terms of where
they're at so that you - again, when you entered that room, you know
what you're dealing with.]{.underline}

[ You have an opportunity before the board meeting if you need to to
engage one of those champions to help you.]{.underline}

[ Number four, the major yawn.]{.underline}

[ The major yawn is disengage board member that I know we have all
since. And this person - generally, when you have a board member who's
disengaged, their whole organization is disengaged.]{.underline}

[ So the best thing to do is to try to figure out why the board members
is not engaged and it could be very simply - for most board members,
they're running hospitals and multiple businesses aside from
that.]{.underline}

[ And so it could just be that something has their tension beyond the
network because the network is usually not their primary business, but
it's a good idea so that, you know, lose them, to figure out what's
going on.]{.underline}

[ If it's something worthy, you know, this also gives you a heads-up as
far as if they find that the network is maybe not going to the direction
that they wanted to be going into. You have an opportunity to change
that.]{.underline}

[ And what you need to do is try to figure out how to reengage them, not
only by attending the board meetings. If you have other committees that
maybe will be useful for them to sit on, that's an opportunity for you
as well to turn that around.]{.underline}

[ Number three is how many people are in the room?]{.underline}

[ As many - you have so many personalities going on in that room that
you really need to be aware of the types of people you have
there.]{.underline}

[ And so I just want to talk about a couple that I find can be pretty
disruptive to a board meeting and really take you off
track.]{.underline}

[ The first one, I call Quiet Quentin. And Quiet Quentin. - I actually
had a board member. The first two years I was here, I don't think he
ever talked in a board meeting \-- ever spoke up. So these are the
people that kind of hang back.]{.underline}

[ They're very, very quiet and the solution for them is really to kind
of give them a chance to think over whatever it is that you're
discussing and then go back to them and ask them to comment on it and
really try to draw them out.]{.underline}

[ Rambling Roy is the second one that I always like - Rambling Roy is
somebody who usually talks off the topic or - and just ends up taking
the group away from the original discussion.]{.underline}

[ It's pretty clear that you can tell from their conversation that
they're struggling with kind of what everybody else is talking
about.]{.underline}

[ You need to be careful that you're not embarrassing this person, but
you need to acknowledge what they say and then try to pull the
conversation back to the original.]{.underline}

[ Downer Dan. Downer Dan is one that can also hurt your self-esteem a
lot of times because this is the guy who is always extremely negative.
He's the one that's constantly going to say, "Well, we tried to do that
three years ago. It didn't work then."]{.underline}

[ Really, your only recourse here is to kind of acknowledge what they're
saying and then tell - you know, give them reasons for why we're going
to go down that road again now and why we think it's going to be
successful.]{.underline}

[ The fourth one is Know-it-all Ned.]{.underline}

[ Much like the Rambling Roy, this person ends up getting you off track
quite a bit and it's really because they end up dominating the
conversation because they're very knowledgeable about the subject and
it's almost like they begin to lecture you on it.]{.underline}

[ You need to find - during that lecture, find some space where they're
taking a breath and try to pull them back into the conversation and pull
the - actually, pull the conversation around so that someone else has a
chance to speak, just kind of stop them nicely.]{.underline}

[ Number two on the list is Put up your Dukes or dealing with conflict
in board room. The - when you have - you know, there are two main types
of conflict that you need to be really concerned about.]{.underline}

[ The first one is among your board members and I'm not saying that
conflict is necessary all bad, some conflict is good, but you want to
make sure that the conflict is not getting out of control.]{.underline}

[ And some of the ways that you deal with that are to actually - if you
know something's going on, to have a private meeting with the
individual, either you, the board chair and this individual or you might
want to pull somebody else in there, the private meeting is important
because, if you invite the - if you invite a quorum or a majority of
your board members into the meeting, you need to be cautious about that
because then that can be denoted as an actual board meeting where you
actually will have to take records.]{.underline}

[ So with the private meeting, you want to keep the group kind of small
and see if you can solve the issue there.]{.underline}

[ You might need some outside facilitation too. It just depends on what
you're encountering.]{.underline}

[ One story I can tell you with the National Cooperative Health
Networks, we actually have a situation where we had a committee of three
people and they were engaged in hiring the executive director for that
particular organization.]{.underline}

[ And we had a board member who through some misunderstanding, was upset
about the fact that he was not included in the process and how we went
about hiring, and that person ended up contacting a number of the board
members privately including the three people on the
committee.]{.underline}

[ And once the three people on the committee had talked to him
individually and we realized how basically disgruntled he was, and we
didn't want to lose his organization as the member of the
cooperative.]{.underline}

[ We decided to hold a small meeting. And so the three of us got on the
phone with him together and addressed his issues.]{.underline}

[ We then realized that it was a little bit bigger than what we were
going to be able to deal with just there and that we actually - what he
was pointing out were the fact that we needed to make some policy
changes in the NCHN.]{.underline}

[ And so we then brought it in to the executive committee and we ended
up actually identifying a couple of different policies that needed to be
written so that this particular situation would not occur
again.]{.underline}

[ So in the end, that all worked out, but we needed to be - the bottom
line is in terms of the conflict, you need to be careful about how
you're dealing with the - really listen to what's going on.]{.underline}

[ And that will drive whether you decide to use outside facilitation or
how you decide to handle it.]{.underline}

[ The second type of conflict is conflict between an executive director
and their board.]{.underline}

[ And I would hope that none of us ever have to encounter that where the
conflict is at a level where you do need outside
facilitation.]{.underline}

[ Generally, if it gets to be that intense, most of the time, the
executive director will end up in the terminated situation.]{.underline}

[ And so really, the only thing you can do there is again maintain your
relationships with your board. And if there is some disagreement
brewing, basically checking with some of your other board members to see
if you are way off base, and maybe get some advice on how you can handle
that and turn things around.]{.underline}

[ The last one or the number one issue I'm going to talk about is
sustainability.]{.underline}

[ And I think we all know how important sustainability is.]{.underline}

[ Everything is run by money and we all need money.]{.underline}

[ Most of the time, what I see with horizontal networks, a lot of them
start out with grants. Some are fortunate enough to continue on with
grant funding.]{.underline}

[ And we could talk about that and actually the sustainability piece
itself forever.]{.underline}

[ But I would - what I would encourage you to do as far as when you're
thinking about sustainability, whether reduce funded grants funded, even
if you actually are managed to make revenue of some sort.]{.underline}

[ The most important thing here is to figure out a tool or way to
actually report the return on investment for each member on an annual
basis.]{.underline}

[ Over the years, the Ohio State Health Network, in the work we've done
with them, we annually develop a report. We - this particular
organization is due funded.]{.underline}

[ Most of the time, we don't qualify for grants and so we really take a
look at everything that we do and try to either attach market value to
it or we have negotiated the discount on it and try to track the
information that way.]{.underline}

[ In addition to that, we also try to track some of the intangible
things that occur.]{.underline}

[ In this particular organization, just like it's important for the
board members to network, we also have a lot of staff that are
networking. And we try to track some of the stories that come out of
there, some of the results which we can actually attach the dollars to
but are equally important.]{.underline}

[ And in this way, we keep that information in front of our members so
that they do recognize the value of the organization and that does help
us sustain it.]{.underline}

[ And that - with that, I am - have completed what I was going to talk
about at least today, I know a lot of it doesn't sound like board
development.]{.underline}

[ To me, the issue really blurs between the board development and the
network development with horizontal networks because the organizations
are basically are so entrenched with each other.]{.underline}

[ The hospitals, you know, essentially feel as they are the owners of
the network and so the two kind of overlap for me.]{.underline}

[ So Stacey, I will turn it back over to you.]{.underline}

[Stacey Willocks: Okay. Thank you, (Joanne).]{.underline}

[ I'd like to remind everybody that there is going to be a question and
answer session at the end. So if you can just hold your questions until
then.]{.underline}

[ Let's move on to (Karen Wakeford).]{.underline}

[ (Karen)?]{.underline}

[(Rob Holly): This is (Rob Holly)...]{.underline}

[Stacey Willocks: (Rob), good to hear from you.]{.underline}

[((Crosstalk))]{.underline}

[(Rob Holly): ...and I'm here.]{.underline}

[Stacey Willocks: Okay. Actually, (Rob), we had hoped to have you
present second.]{.underline}

[ So, if it's all right with everybody, I'd like to ask you to do
that.]{.underline}

[(Rob Holly): Okay.]{.underline}

[Stacey Willocks: Okay. Let me give us an introduction and go on
ahead.]{.underline}

[(Rob Holly): All right. Well, my name is (Rob Holly).]{.underline}

[ I live in Taos, New Mexico and I'm the president of our network here
which is called CATCH here up our board which is Collaborative Action
Taos County Help. And this is my first time being the president of a
board.]{.underline}

[ And - let's see.]{.underline}

[ Primarily, I'm a medical herbalist and along with my sister, I've
owned a retail herbal medicine store for the past 25 years, so I'm
primarily a business person as well as sort of a quasi-clinical
herbalist.]{.underline}

[ And - so I'm engaged in learning how to become the president of this
board and we're a young organization.]{.underline}

[ And right now, we're having some turmoil and some confusion and trying
to get our bearings and get oriented to figure out what our product is
and how to get into sustainability.]{.underline}

[ And I don't know what else to say other than that.]{.underline}

[Stacey Willocks: Okay. Would you like to go on ahead and present
or...]{.underline}

[(Rob Holly): Okay. Well, I have just served a basic outline of
questions that (Dora) asked me.]{.underline}

[ Is this (Dora)?]{.underline}

[Stacey Willocks: This is Stacey. I apologize for not introducing
myself. I work with (Dora).]{.underline}

[(Rob Holly): Okay. I had a few questions that (Dora) asked me to
address. And first of all was what makes me want to keep participating
in the board.]{.underline}

[ And this is - I guess, subjective, the question is.]{.underline}

[ And primarily, because for the CATCH network, our vision for the
future is to be able to incorporate broadly a lot of different
healthcare services in our community, many of which will become the
alternative healthcare aspects \-- herbal medicine, chiropractors,
acupuncturist \-- that kind of thing, as well as somewhat more mundane
things like transportation services so that patients that live in rural
areas and/or are very poor without cars can get to their doctors, lots
of different kinds of things that will facilitate people getting their
healthcare, actually getting to it.]{.underline}

[ So I'm interested in participating primarily because of that - because
it's a very exciting - what we're talking about doing and improving
access to healthcare in Taos County.]{.underline}

[ And because we'll hopefully, be able to incorporate my areas of
interest which are alternative healthcare and complimentary
healthcare.]{.underline}

[ My greatest challenge to being the board president right now is well,
embarrassing, but it's actually figuring out just what I'm supposed to
be doing, and I see myself as a leader and kind of a
sparkplug.]{.underline}

[ And also, putting out fires and like I said right now, we have a fair
amount of conflict and confusion about where we're going and so I am
trying in meetings to continue to engage people and enroll them in their
roles as board members.]{.underline}

[ Now the challenge of working out job descriptions has been a big one
lately. In communication, we've had - it was one thing that I didn't
even get the speaker's name who is before me.]{.underline}

[ But the thing about confidentiality, we had to have a meeting about
that because we have a lot of people who are very passionate and excited
about what we're creating here so it ends up being talked a lot outside
of committee meetings and outside of board meetings.]{.underline}

[ And then, we seem to start developing processes happening before the
board is even really decided on them and there's been a number of areas
where that's been brought with potential conflict and a little bit
scary.]{.underline}

[ So, that's where - have been the big challenges lately.]{.underline}

[ The next question that (Dora) had for me is what is my ideal
relationship with an executive director or administrative
officer?]{.underline}

[ I don't even know how to answer that at this point.]{.underline}

[ Primarily, my relationship at this point is as employer and with my
own employees in my company, I see that really working best as doing
whatever I can to inspire people to feel excited about what they're
doing, and trying to problem solve what's getting in the way of
that.]{.underline}

[ We had an executive director who just about the time that I became the
president of the board, we started having some conflict with which
largely revolved around how our organization has begun to change from
its original conception because we are very young, things are changing
all the time about where we're actually going and how we're going to get
there and what shape our organization is.]{.underline}

[ And so she was very frustrated that we work following the written
procedures and we hadn't had time to scratch our heads and say, do these
policies and procedures and job descriptions and the way authority is
structured \-- didn't what we're doing now.]{.underline}

[ So we hadn't gotten those revised and rewritten and that made her very
insecure and she ultimately resigned.]{.underline}

[ So, that was a challenge.]{.underline}

[ My top piece of advice to executive directors in reporting to boards,
I guess, I don't even know what to say there except for to be patient,
and realize that, you know, boards are complex communities with lots of
different people and one needs to have a certain amount of well-sculpted
politic and patience in dealing with people.]{.underline}

[ And I think that brings me to a close in my presentation.]{.underline}

[Stacey Willocks: Okay. Thank you, (Rob).]{.underline}

[(Rob Holly): Uh-huh.]{.underline}

[Stacey Willocks: (Karen)?]{.underline}

[(Karen Wakeford): Okay. I wanted to say first that in front of my
computer and an email just popped up a few minutes ago.]{.underline}

[ However, messages get from (Dora) to us. I think there's a middle
man.]{.underline}

[ But anyway, materials for today's meeting just came through in an
email while (Joanne) was talking. And if you have access to your email
and can go to that, the slides that I have prepared for today are in as
an attachment \-- a PowerPoint attachment to that email.]{.underline}

[ If you can't get to it, it's okay. I'm going through them and Stacey
has assured me that all of these outlines and my slides will be on the
Web site in a few days.]{.underline}

[ In fact, that's what (Dora's) message says, that it will be in a few
days on the Web site.]{.underline}

[ I am - my name is (Karen Wakeford).]{.underline}

[ I work for Georgia Health Division which does a great deal of
collaborative work with the Georgia Health Policy Center including
working in our technical assistance provider with the policy
center.]{.underline}

[ I am working right now with 11 new grantees, outreach grantees and
continuing work with seven from previous years, and working with all of
them, helping them look toward the future.]{.underline}

[ The presentation that (Dora) asked me to make developing a board -
developing a board that works for your organization ties in with what
(Joanne) has said and with what (Rob) has said.]{.underline}

[ And that I'm coming back from a - now let's get to the basics of what
is board and what are they supposed to be doing and it may be
call-assigned of the comments they made are many cases is elaborating on
what the comments that they have made.]{.underline}

[ In terms of what any organization, regardless of what its goal or its
product may do, any organization needs to assure its
success.]{.underline}

[ Have - well, it's three points. A good mission, if you don't know
where it is going, you're not going there when you get
there.]{.underline}

[ Good administration, no matter how enthusiastic volunteers might be
somewhere, someone has the organizational end of the task, a good
mission, good administration and then finally, a good
board.]{.underline}

[ The issue though comes up with what is the board.]{.underline}

[ Sometimes you hear organizations talk about well, collaborative
structure, our partnership, our advisory board, our taskforce, our board
of trustees, our board of directors, our board of advisers, our advisory
council.]{.underline}

[ They're - as many names if you have group of people trying to
organize.]{.underline}

[ But for the topic that I am trying to develop today, let's just take
board and define it as a group of like-minded individuals organized to
achieve a desired goal.]{.underline}

[ They\'re coming together to do something specific that all of them
have agreed, needs to be done.]{.underline}

[ That can take it from a very small path that there's a committee to
carry it out. It can take it to a major statewide network, a group of
like-minded individuals organized to achieve a desired
goal.]{.underline}

[ If there's no set name that that group of people needs to be called,
there's no perfect size that that group needs to be.]{.underline}

[ Structure varies from group to group.]{.underline}

[ There's not even a perfect job description for what that board member,
committee member, advisory board member, consortium member, whatever you
want to call it.]{.underline}

[ Today, we're calling it a board.]{.underline}

[ There's not even one set job description for the individuals making up
that group.]{.underline}

[ Each board has to fit its performance to the needs of the
organization. How you're structured, how many people you need, what
those individuals are doing, all depends on what is that desired goal
that they're working towards.]{.underline}

[ So, you're going to gather a group of folks to work for a specific,
desired, mutually-agreeable goal.]{.underline}

[ First of all, you have to find the right people.]{.underline}

[ I'll recommend that you start by asking your sales on your little
planning group, whoever is forming this group, ask some
questions.]{.underline}

[ Think about what your desired goal is, then think about
brainstorm.]{.underline}

[ Put it up on a whiteboard, put it up on a flip-chart.]{.underline}

[ Brainstorm about the individuals or the group, or the larger
organization who have a key role in helping you achieve that desired
result or who could have.]{.underline}

[ Then they come and - what are their priorities, what are their biases,
what are their needs for their organization to feel justified in helping
with this desired goal.]{.underline}

[ And then, how that this program and project fit with what their
priorities are and that was need in terms of their organizational
structure.]{.underline}

[ Those are the groups that can be represented as you look for the
specific people to serve the board.]{.underline}

[ It's desirable - most helpful.]{.underline}

[ If you get people who are representative of a diversity of your
population, people who are knowledgeable about their community, and
(Dora) has asked to talk about community board.]{.underline}

[ Many of the outreach grantees are doing that, many of the network
planning, I mean, develop grantees are doing the same
thing.]{.underline}

[ This is a community-wide event, so you want to look for people to know
their community and know something about an aspect of the project, have
information that would help.]{.underline}

[ Then you want somebody, as your heard (Rob) talking about, somebody
who is passionate about the project, who cares about whether it succeeds
or not.]{.underline}

[ And somebody then who takes action very intentionally.]{.underline}

[ This is something I think is important. I know a little bit about it
that we're helping.]{.underline}

[ I feel inspired by the people I'm working with.]{.underline}

[ Now, here is what my intentional action will be.]{.underline}

[ You also knew though people who can think differently. Nothing is more
dangerous than group think.]{.underline}

[ And if you gather a group of folks who all are going to agree
automatically, all the time, you can go dangerously in the wrong
direction or you can very seriously narrow the possibility of what the
organizations can do.]{.underline}

[ You want people who can think differently.]{.underline}

[ You want people who can communicate effectively with their peers
already, (Joanne) and (Rob) have identified communication as a
problem.]{.underline}

[ If I had to list the most commonly occurring problem with a group of
people who are trying to make a decision or work for a common goal, it's
communication among the members, sometimes it's communication between
the staff and the board members.]{.underline}

[ Sometimes, it's between the organization that is trying to do the
project and the community at large, misinterpreting what the desired
goal is.]{.underline}

[ The communication is a conscious decision.]{.underline}

[ You think through what's been said, what's been seen.]{.underline}

[ Now it's being perceived, it's really a skill. You want to gather
people from the beginning who have the ability to think in those
terms.]{.underline}

[ You also want people who can mobilize other people and their
enthusiasm support for, or possibly work with, the particular program or
project you're working on.]{.underline}

[ I put on my slide people who can work around but talk about the
project and get people excited about what can be done.]{.underline}

[ That's communication too. That's spreading the word, helping with the
perception because everybody no matter what they do or what their role
is has the ability to influence someone else's perception of a
program.]{.underline}

[ Even if I talk to a brand in the grocery store, that helped him or her
understand what our project is about, that person is going to be,
eventually, in a position to interpret for somebody else.]{.underline}

[ Well, now I understood that what they were trying to do was second
best and move on from there, that's the whole part of this community
impact, communication impact that is part of the role any
Board.]{.underline}

[ After you gather the right people then, the next step is to teach them
to do this with the Board members. (Joanne) addressed this.]{.underline}

[ She addressed it in terms of every time there's a replacement, every
time there's somebody new to carryout a thorough Board orientation, that
sometimes in newly-forming Boards, that some kind of education needs to
be taking place for the entire group.]{.underline}

[ What are the Board members supposed to do?]{.underline}

[ There are three basic duties that I list on one of my
slides.]{.underline}

[ The first duty is the duty of care. Being diligent and acting
prudently for the organization, overseeing the affair of the
organization.]{.underline}

[ Then there's the duty of loyalty, acting in good faith, not allowing
personal interest or conflicting interest to override your
responsibility to that project for which you are a
director.]{.underline}

[ And then finally, the duty of obedience requires the Board members to
be faithful to the mission and allow us that govern Board
activity.]{.underline}

[ The confidentiality issue, the speaking out of terms, the
communication issue \-- all of these can be addressed as Board members
begin to realize that as they serve they're really alternating
hats.]{.underline}

[ So the next step in training Board members and getting them all to
walk in step, getting them up to speed, as (Joanne) said, the next thing
is to teach them about the hats that they're going to wear at some time
or other while they're serving on this Board.]{.underline}

[ The first hat that they wear is the governance hat, because that's
really the basic reason for a Board to exist, to guide the project to
make the policy, to make the rules, to make the understanding under
which this organization operates.]{.underline}

[ This only happens when the full Board is meeting.]{.underline}

[ The governance hat happened or is worn when that Board as a group is
guiding or facilitating the structure of the Board, dealing with the
mission, dealing with the impact of the organization, the direction that
the organization is taking.]{.underline}

[ Then the implementation hat is the next hat that they're likely to
wear.]{.underline}

[ This is worn when the Board gives a small group of people like a
committee or a task force, or even one person, the authority to carry
out an action or a policy on behalf of the full Board.]{.underline}

[ The function of wearing the implementation hat is to steer like the
pilot, steering the organization towards the results that you're going
to achieve.]{.underline}

[ The final hat is the volunteer hat that's worn any other time when the
Board members are involved with the organization activity for \-- as
volunteers or as a representative of their own organization rather than
as a Board member.]{.underline}

[ So that for some of these networks, and they still end with saying
these variant hospitals, if they're working when they're all together
they're wearing the governance hat.]{.underline}

[ Then if they break off into task-oriented assignments, they have on
the implementation hat.]{.underline}

[ If so, there is a media event or health screening event are at some
point are bad, the various members of the Board are there supporting for
their organization, they have on the volunteer hats.]{.underline}

[ There are 10 responsibilities then that I list for any Board member
regardless of the type of Board he or she is serving on \-- Ten
responsibilities.]{.underline}

[ And I want to go through those real quickly.]{.underline}

[ The first one says that you ask that Board member to say yes to the
work not just to the invitation to serve.]{.underline}

[ We're working with important healthcare issues. And this kind of Board
and other social service related, health service related \-- actually
most Boards are geared around the fact that that person has been asked
for specific leads either because of the organizations they represent or
because of particular skill or knowledge that they have.]{.underline}

[ So they've been asked to serve on the Board and do something not just
to have their name down the left-hand margin of the
stationary.]{.underline}

[ The second responsibility is to fulfill all dimensions of Board
membership \-- legal, symbolic and functional. Now let me explain
those.]{.underline}

[ Legal applies more to those Boards that are 501C3, or, you know, tax
exempt not for profit organization, because the Board members under that
format are legally, guardians of the public interest.]{.underline}

[ This organization is important enough that it's going to get tax
breaks from our government, then it needs - then there needs to be
somebody watching their behavior, their functions, their procedures, and
that's the woe of a board member.]{.underline}

[ Functional is serving like the implementation hat.]{.underline}

[ The functional dimension of Board membership is serving as a resource
for getting that desired goal accomplished.]{.underline}

[ And then the symbolic reason of responsibility of a Board member lies
in the message that that member as an individual Board or representative
of a larger organization the message that that person takes to the
community at large.]{.underline}

[ That's why if there's an international study group that look for folks
that have international recognition because they're carrying a message
to the client or the constituent or the members of potential donors or
the community at large.]{.underline}

[ But on a closer to home bases to saying things happen if you're
looking for a statewide Board or a multi-county Board or even a smaller
one community Board.]{.underline}

[ If you're looking for someone that has some degree of recognition in
the community and the ability to influence other people across they're
giving this project to their time and their energy, and their
knowledge.]{.underline}

[ The third responsibility of course and (Joanne) had touched on this
too, know the organization mission and purpose.]{.underline}

[ And then four, know the specific expectation for being included on the
Board. Why was I asked? Why was I asked to represent my organization?
What is expected of me or of my hospital or my social service agency or
my school system or whatever I'm representing?]{.underline}

[ The fifth responsibility is to stand - standing
environment.]{.underline}

[ What's happening within our Board and what's happening out there in
the community that may affect our likelihood of achieving
success?]{.underline}

[ We need to be aware of what's going on and not try to operate our
Board working toward our projects in a vacuum, but to be aware of what's
happening out there and where necessary, be ready to modify the
strategic plan.]{.underline}

[ If a huge plant has just closed or has announced that it will close in
six or nine months and you know that several hundred people are going to
be put out of work, then that calls for the Board of any organization to
go back and say, "Okay, let's think this through, how's this going to
affect us? What do we need to do? How do we prepare for the potential
impact?"]{.underline}

[ The sixth responsibility is to ensure effective organizational
planning.]{.underline}

[ Very few people like to be told, "Here's what this organization is
doing and here's what we want you to do. Now don't ask questions. Go out
and do it."]{.underline}

[ The Board members need to be involved in a strategic planning process
in order to take ownership for the plan that they're supposed to be
helping implement.]{.underline}

[ That's why, you know, in my work with outreach grantees, I see usually
by the end of the first of the year, a real need for that group to get
together, face to face, not on a teleconference this time, but everybody
in the same room, all the affected parties, who's in this consortium or
this partnership or this - this Board.]{.underline}

[ Get everybody in there for a talk about where we have come, what we
have implemented if a sales assessment, what have we done, what have we
done well, where do we stumble, what still has to be done now, how are
we going to do it?]{.underline}

[ Who's going to do the specific task and what are our deadlines to
guide us?]{.underline}

[ That's a board wide process. It's rarely successfully done simply by a
staff person or two or three or even by an executive
committee.]{.underline}

[ Another responsibility, number seven, manage the resources of the
group effectively.]{.underline}

[ The board needs to watch the budget issue, the financial issue, how
are we coming, we can't just walk through a grant proposal, get the
money, spend the money and then at the end of the grant period say,
"Okay, are we opening the doors tomorrow or are we closing for
good?"]{.underline}

[ Managing the resources all the way through, even though there maybe
one organization or one individual who is in charge of the bookkeeping,
still, the entire board mates to have a grasp of where we stand, what's
next and what are our future resources.]{.underline}

[ Eighth responsibility is to ensure the legal and ethical integrity and
maintain accountability.]{.underline}

[ And in our case in terms of the Rural Health grants, this is federal
money. Somebody is going to account for it. Every dollar needs to
accounted for and that is a board responsibility, not just a fiscal
agent that everybody should be - should consider himself responsible for
knowing how the money is spent into what (spend).]{.underline}

[ Nine says support the CEO. Whatever the title of the CEO, maybe who is
the Chief staff person, support that person, there's a great deal of
responsibility placed on his or her back that at the same time holds
that person accountable for the huge role that they play.]{.underline}

[ And finally, and this is just basic, if you're going to serve on a
board, the chance is prepare for and attend meeting.]{.underline}

[ And empty chair or dead phone lines does the group no good. Prepare
for and attend meetings. Read the minutes and reports when they\'re
distributed, ask questions, participate in decision-making.]{.underline}

[ And for goodness sake, when you're dealing with as we most all are,
too little staff with too much to do and not enough time to do
it.]{.underline}

[ Respond to emails, calls and requests in a timely manner.]{.underline}

[ One or two people - failure to check and respond to messages can
bottle up a whole decision-making process, so that's just basic to
anyone who said, "Yes, I will serve." That's basic to the service
also.]{.underline}

[ What's needed then as you talk about and (Rob) is talking about the
ideal relationship of the staff and the employer, what's needed is a
fusion of responsibility rather than a division of responsibility to the
staff of this and the board members do that, it's a fusion of working
together so that everybody, through understanding division of the
strategy for the action is carrying out their own roles for the
board.]{.underline}

[ (Dora) had asked me too to spend a couple of minutes talking about the
particular challenge for those who are dealing as (Joanne) is, with a
board or a partnership or a consortium or more casually, a joint
effort.]{.underline}

[ Any gathering of organization to carry something out, it takes on a
slightly different responsibility focus there.]{.underline}

[ It's critical that as you work with representatives of organizations,
when actually the organizations are the members of the group, it's
critical to understand the authority issues that are involved
there.]{.underline}

[ It's important that each person, if I'm representing my local hospital
or if I'm representing the Georgia Health Policy Center, when I go to
the meeting, I need to understand what my organization structure is,
what my responsibilities to that organization are, what my boss
considers my authority as I represent the organization.]{.underline}

[ And then, as we all come to the table representing different
organizations, I need to be aware that most of the other people at the
table also come with a dual set of responsibilities.]{.underline}

[ We have the responsibility to serve well on this board. We're gathered
to accomplish a desired goal.]{.underline}

[ But we also have the responsibility of that organization that have
designated us to represent it.]{.underline}

[ So as we are making decisions, we need to be aware of the other
authority who may have a say in what we desire.]{.underline}

[ Notice of decisions that have to be made needs to be given far enough
ahead that those who are representing others have time to run it through
the boss or their own board, or their own leadership groups before
they're asked to vote on behalf of their organization.]{.underline}

[ That sometimes, a real tripping point particular for outreach
grantees, because the individuals have the enthusiasm but know what's
going on, but they fail to remember that if I'm voting on behalf of the
a hospital, I have to answer to my boss who has to answer to the
hospital CEO who then has to answer to his own or her own board of
directors for the hospital.]{.underline}

[ So the layers of responsibility and authority are
multiple.]{.underline}

[ And as we work in our decision making with boards and partnerships and
other groups, it's important that we acknowledge and respect, and give
time to accommodate the restrictions that others in our group have on
their ability to say yes, we will or no, we won't.]{.underline}

[ So in conclusion, my last slide says what is a good
board?]{.underline}

[ Now this is what I've been saying.]{.underline}

[ Members who bring goodwill to the task at hand. We need to understand
it. They need to know it. They need to be excited about it. They need to
be committed to it and ready to work.]{.underline}

[ The second factor of a good board is members who are involved for a
good reason.]{.underline}

[ They are there because of a specific task that they can carry out or
skill or knowledge or an organizational network that they can call in
the play or towards the accomplishment of the project.]{.underline}

[ If there was goodwill, then therefore a good reason, and then, when
they're there under those circumstances they're guided by the needs of
the organization and that produces a good performance.]{.underline}

[ I cite in my flagged presentation, several sources. A wonderful source
is the Web site board source. It is www.boardsource - written together -
dot com.]{.underline}

[ Another good Web site, and I cite this with some prejudice because I
have so many years served as - as needed consultant Keep America
Beautiful, that on the Web site for Keep America Beautiful, www.kab.org
there are any number of resources about board members and board
responsibility.]{.underline}

[ And finally, a book that I picked up a couple of years ago, and have
decided to memorize a book called Nonprofit Boards that Work by Maureen
K. Robinson.]{.underline}

[ If you have not read that book and are struggling with issues within a
nonprofit board, I would strongly recommend it as a good \-- not hard to
read, it's not terribly lengthy, but it is precise and to the point
about issues that are common - common concern for board
members.]{.underline}

[ Okay, Stacy.]{.underline}

[Stacey Willocks: All right. Thank you, (Karen). Thank you very
much.]{.underline}

[ And as (Karen) said before that slide presentation will be available
and on HRSA site in a few days.]{.underline}

[ What we'd like to do now is give folks a chance. We have got about 22
minutes to go.]{.underline}

[ So we've got some time let folks ask questions to the presenters and
share some questions with each other too if that's needed.]{.underline}

[ So (Trish), can you give us some instructions on how folks can ask -
can speak?]{.underline}

[Coordinator: Thank you. At this time, we'll take
questions.]{.underline}

[ If you have a question, simply press star-1 on your telephone
touchpad. At any time you may withdraw your question by pressing the
star-2.]{.underline}

[ Once again, that's star-1 if you have a question and star-2 to
cancel.]{.underline}

[ And when prompted, please state your name for pronunciation
purposes.]{.underline}

[ One moment while the questions register.]{.underline}

[ And at this time, I'm showing no - our first question comes from (John
Schumacher).]{.underline}

[ Hello sir.]{.underline}

[ Please check to make sure your mic is open.]{.underline}

[(John Schumacher): It always works better when you take the unmute
button off.]{.underline}

[ Hi, this is (John Schumacher). I'm one of the Technical Assistance
Providers. And I have a question for the esteemed group of speakers, all
of whom were absolutely great today, by the way.]{.underline}

[ My question is how do they feel about having the lead staff members
either the CEO or whatever their title might be also be a voting member
of the Board? And do they see any conflict with that?]{.underline}

[Woman: This is the staff member for the...]{.underline}

[(Joanne Ork): This media...]{.underline}

[Woman: ...network or...]{.underline}

[(Joanne Ork): ... of the network? Is that what you mean,
(John)?]{.underline}

[(John Schumacher): Yes.]{.underline}

[(Joanne Ork): Yes. (Karen), do you want to go first?]{.underline}

[(Karen): Go ahead.]{.underline}

[(Joanne Ork): This is (Joanne) and \-- excuse me \-- with our network
it is set up so that the CEO or the Executive Director does not vote on
issues.]{.underline}

[ And I think that me personally, I agree with that, because I think
there is sometimes a conflict of interest there.]{.underline}

[ And then I think - I think too, the Board members really are
responsible - essentially that CEO or the Executive Director is an
employee of the Board.]{.underline}

[Woman: Well, that's - that's the kind of answer that I was going to
give.]{.underline}

[ The staff member is wanting a program that is governed by the
Board.]{.underline}

[ They set the bylaws and the policies and the procedures and set the
rules in other words.]{.underline}

[ So I think it's very appropriate for the staff member to be a
nonvoting member of the Executive Committee or other committees. But to
have that person vote is usually not done.]{.underline}

[ I've served on both sides of several nonprofit Boards both as a
trustee or Board member and as staff member and I've never seen - I've
never encountered the staff member who could also vote for the actions
of the Board.]{.underline}

[(Joanne Ork): (John), do you have a situation where it's different in
there?]{.underline}

[(John Schumacher): I do not know, but I have been part of situation
where a CEO was a voting member of the Board primarily because that
person played such a key role in founding the group.]{.underline}

[(Joanne Ork): Uh-huh.]{.underline}

[(John Schumacher): And to me that leans to what I call founders
syndrome.]{.underline}

[(Joanne Ork): Uh-huh.]{.underline}

[(John Schumacher): Since they have undue influence and, I agree it
tends to create a certain kind of conflict interest.]{.underline}

[ So - but I just ask a question more of as an opportunity to warn folks
against that model than as an advocate for it.]{.underline}

[(Karen Wakeford) I think it's setting up for the possibility of all
kinds of disagreement and the communication issues.]{.underline}

[ But of course, founders of Boards have to be very careful of whether
they are voting they are voting or not voting our actively on the Board
or just steer around and interested in either to continue to motivate
the Board members or they can be very - they can narrow the focus of
what can be done.]{.underline}

[ But if you back to those responsibilities of Board members that I was
going though and improving and pick up on the one that said watch what's
happening in the community.]{.underline}

[ And as (Joanne) and (Rob) both mentioned earlier, Board's needs for
their member's actions change. When a Board is first forming as (Rob)
is, the Board members may need to be a kind of deep cooking bottle
washer.]{.underline}

[ It has to do pretty much everything until you get it up and
running.]{.underline}

[ After a while, those people who have done a little bit of everything
are the founder of who's been the mover and shaker and visionary for it
needs \-- all of those people need to step back and say, "Okay, we're at
this point, what needs to be done and how do we accomplish
it."]{.underline}

[ We can't always do the things the way you we're doing it.]{.underline}

[(Joanne Ork): Oh boy that - that's true, (Karen).]{.underline}

[(Rob Miller): This is (Rob) in Taos and for our Board essentially, we
have only one staff member right now that's paid which I think is
analogous to the CEO position that you're talking about. And essentially
our Board employs them]{.underline}

[ And practically and philosophically, I mean, this person's input is
incredibly important at this time for how things are going and they have
lots of juicy ideas and all of that.]{.underline}

[ But I feel it's really important that we - the kind of relationship we
have with her is that we need to hear from her, but basically, as her
employers, we pass down what needs to be done.]{.underline}

[ And she isn't really, she might be part of the discussion but doesn't
vote on them. And that I think would be fraught with problems and
conflicts of interest if she were a voting member of the
Board.]{.underline}

[Stacey Willocks: Okay. Thanks for you question, (John).]{.underline}

[ Do we have any other questions?]{.underline}

[Coordinator: And once again this is star-1 if you have a question and
star-2 to cancel.]{.underline}

[ And at this time, I'm showing no further question.]{.underline}

[Stacey Willocks: Okay. Speakers, do you have any comment that you'd
like to make?]{.underline}

[(Karen Wakeford): I would - one other comment that I would write is
that I look at the emails that I mentioned earlier that came through. It
has my slides, but when I try to open the document that should be
(Joanne's) checklist, it's blank.]{.underline}

[Stacey Willocks: Okay.]{.underline}

[(Karen Wakeford): So, I'm sure that it will go on the Web
site.]{.underline}

[Stacey Willocks: Uh-huh.]{.underline}

[(Karen Wakeford): Just to register that. I'd love that copy. So I will
go to Web site.]{.underline}

[Stacey Willocks: Okay.]{.underline}

[(Karen Wakeford): I love your list.]{.underline}

[Stacey Willocks: We will be sure that that makes it way out to the Web
site.]{.underline}

[(Karen Wakeford): Okay.]{.underline}

[(Joanne Ork): Yeah, I can resend that; maybe something
happened.]{.underline}

[Stacey Willocks: Okay. Any other comments or questions
today?]{.underline}

[Coordinator: And once again that's star-1 if you have a question or
comment and star-2 to cancel.]{.underline}

[(Karen Wakeford): You know, we didn't talk much about committees as far
as standing committees of Boards.]{.underline}

[ In your experience, (Karen), even (Rob) as you're setting up your
Board, do you have particular committees that you're going to
organize?]{.underline}

[(Rob): Well, this is (Rob).]{.underline}

[ We have a number of committees already.]{.underline}

[ We have an Information Technology or IT committee that's looking into
getting software developed, we have a membership committee that's
defining who members would be and what different kinds of
classifications of members we would have in our network?]{.underline}

[ Actually of an incorporation committee right now also that's pursuing
our 50163 and - or just our corporate status because we've been in a -
for all of our employees in the past have been contract labor and that's
proving to be problematic since we've tell them where and when to work
and in our offices and with our equipment that's a
liability.]{.underline}

[ And we're now trying to set up a committee to create a business
plan.]{.underline}

[ So yes, where committees have been really the - actually some of the
committees where there before - before the Board was really
formed.]{.underline}

[Woman: Okay.]{.underline}

[(Karen Wakeford): I think - I think - this is (Karen),
Stacy.]{.underline}

[ I think committees need to be task-oriented. I shudder when I'm asked
to work with somebody who's having trouble, and I look at their bylaws
and their bylaws outline six or eight committees.]{.underline}

[ The bylaws generally don't need to specify what committees will be
present for a Board.]{.underline}

[ Because, those committees work best when they're reflecting the
current strategic plans, the task, the action \-- most not to profit for
because they had a set pattern of selecting Board members and rotating
Board members off.]{.underline}

[ That kind of structure calls for a standing committee that deals with
nominations and Board development.]{.underline}

[ So that's one that I think any not for profit means, most grant based
projects need a committee that is working actively on sustainability,
future funding of options and so forth.]{.underline}

[ Beyond that, the goals and objectives should clarify what committees
need to be there.]{.underline}

[ And what (Rob) just went through of the committees they had, you can
tell they are a new organization and the committees represent the past
at hand in getting this program off the ground.]{.underline}

[ If you put them in the bylaws, then you have to go back and go through
all the boring tedium of changing bylaws.]{.underline}

[ Instead, committees can be named by the Board or the Executive
Committee with the approval of the Board on an ad hoc basis. We have
this need, we have a committee to help carry out that.]{.underline}

[ They put on their implementation hat and they carry out that need, and
are not necessarily the same from year to year to year to
year.]{.underline}

[(Joanne Ork): Uh-huh. Good responses.]{.underline}

[Stacey Willocks: Trish, do we have any further questions from the
audience?]{.underline}

[Coordinator: And at this time, I'm showing no further
question.]{.underline}

[Stacey Willocks: Okay.]{.underline}

[ Well, I would like to thank our speakers for participating today.
Thank you very much.]{.underline}

[ And I'd also like to thank all of the participants who called from
around the country.]{.underline}

[ And we will be posting the information about the next teleseminar on
the - HRSA Web site.]{.underline}

[ And I'd like to say goodbye to everyone.]{.underline}

[ And (Trisha), can you stay on line for me for a minute
please?]{.underline}

[Coordinator: Yes, ma'am.]{.underline}

[Stacey Willocks: Thank you. Thanks everybody.]{.underline}

[((Crosstalk))]{.underline}

[Man: Thank you.]{.underline}

[Man: Thank you.]{.underline}

[Woman: Bye.]{.underline}

[Coordinator: Thank you and thank you for participating in today's
teleconference and have a good day.]{.underline}

[END]{.underline}