COMMITTEE NAME: Executive and Governance Committees DATE: January 4, 2017 Time: 10:00 a.m. to noon Presiding: Deborah Hartel, Greg Speed, Carolann Cavaiola Recorded By: Shauna Moses Attendees: Carolann Cavaiola, Anthony DiFabio, Deborah Hartel, Harry Postel (via conference call), Pete Scerbo, Greg Speed, Mary Gay Abbott-Young, Cheryl Marks Young Staff: Shauna Moses, Debra Wentz AGENDA ITEMS/ISSUE DISCUSSION ACTIONS TAKEN/OUTCOME TIMEFRAME WHO’S RESPONSIBLE Approval of the Minutes from the Sept. 14, 2016 Executive Committee Meeting and the December 2, 2016 Conference Call N/A The minutes were m/s/p. N/A N/A Board President’s Report Meeting with the Department of Human Services (DHS) on January 24, 2017: Deborah Hartel reinforced that DHS meeting attendees must have participated in Board meetings and she requested that additional Board members attend this upcoming meeting. The group discussed the agenda for this meeting. Pete Scerbo stated that he will attend the meeting. Cheryl Marks Young and Anthony DiFabio stated that they may be available if needed. It was agreed that higher level topics will be on the agendas for all DHS meetings. The agenda for the Jan. 24, 2017 meeting will include “Request for Opportunities to Input as Policies and the 1115 Waiver Renewal Application Are Being Reviewed and Revised” and regarding the bed vacancies issue, it was emphasized that the main issues are that the providers do not have any (continued) Jan. 24, 2017 Jan. 24, 2017 and future DHS meeting agendas Debra Wentz, Identified Board Members, Shauna Moses Debra Wentz, Board Members, Shauna Moses
upstairs in the Neuman Building. (continued) AGENDA ITEMS/ISSUE DISCUSSION ACTIONS TAKEN/OUTCOME TIMEFRAME WHO’S RESPONSIBLE President and CEO’s Report (continued) If NJAMHA were to move upstairs, the lawyer will negotiate for the landlord to cover build-out and moving costs. The lawyer is also working with a realtor on another lease proposal for office space at University Plaza I to allow for reduction of space at a later time if needed. It was also reported that the does not believe that a realtor agreement signed by a staff member that encompasses a fee for NJAMHAA staying in the current space is enforceable and he is working on that. IT Project Contract: Debra noted that she; June Noto, Vice President, IT, Human Resources and Administrative Services; and Ron Gordon, IT Project Director; and Julia Schneider, CFO, will meet with the Division of Mental Health and Addiction Services about this contract on January 9, 2017. Past Presidents Council (PPC) and Advocacy by NJAMHAA and Non-Board Members: It was agreed that NJAMHAA must ensure that its advocacy and members’ advocacy are not confused because there could be differences in the messaging. The lawyer must obtain information for staff to provide for a Board and vote. N/A N/A It was requested that the Bylaws be reviewed for any reference to the PPC. As soon as the lawyer secures information and resolves issues N/A N/A Following this meeting [This was completed. The PPC is not mentioned in the Bylaws. The Bylaws specify the two most recent Past Presidents’ role on the Board and that only current Board members can attend closed Board meetings. ] Debra Wentz, June Noto, Julia Schneider N/A N/A Shauna Moses
The PPC will be used to enforce members’ use of NJAMHAA’s vehicles for advocacy. (continued) Meeting with PPC to be scheduled; through the PPC Mary Abrams to convene the PPC. AGENDA ITEMS/ISSUE DISCUSSION ACTIONS TAKEN/OUTCOME TIMEFRAME WHO’S RESPONSIBLE President and CEO’s Report (continued) It was agreed that NJAMHAA will issue a simple statement to DHS and other State Departments that NJAMHAA’s official policy and positions would be on NJAMHAA letterhead and signed by the President and CEO and/or Board President. This will be added to the agenda for the Jan. 24, 2017 DHS meeting and future meetings with the Department of Children and Families (DCF) and any other State Departments. Jan. 24, 2017 DHS meeting agenda Agendas for DCF and other TBD and ongoing Debra Wentz, Shauna Moses, Mary Abrams Proposed Bylaw Changes Further recommended changes for Bylaws about membership criteria were discussed. Shauna Moses stated that the Board will need to vote on all proposed Bylaw changes in time for them to be sent to all members by March 13, 2017. This will provide the required two weeks for members to vote before the It was decided that NJAMHAA would provide a draft of these proposed changes and a call will be held to finalize these and the previously proposed changes. Conference Call to Finalize Proposed Bylaw Changes: January 10, 2017 at 10:00 a.m. [This call took place on January 11, 2017; final proposed changes were sent to these Committees on the same day.] Executive and Governance Committees, Debra Wentz, Shauna Moses
made, and the entire group agreed that they were opposed to this change. Several recommendations for how to better manage and track employees’ time at work were discussed. It was recommended that NJAMHAA ask the human resources consultant about the use of a time clock for employees’ arrival times and language for communicating with employees when this is implemented. (Continued) Following this meeting June Noto AGENDA ITEMS/ISSUE DISCUSSION ACTIONS TAKEN/OUTCOME TIMEFRAME WHO’S RESPONSIBLE Employee Handbook: Proposed Changes (continued) A motion was seconded and passed to postpone the vote on the proposed Employee Handbook until these issues are resolved with the human resources consultant and the entire document has been reviewed, discussed and approved as a final by the human resource consultant’s legal department. TBD Governance Committee will vote and, if in favor, recommend approval to the full Board Board Members’ Job Description Greg Speed stated that the draft job description includes both general and specific A motion was seconded and passed to accept this Board job description. NJAMHAA will send it to all Board members and will Following this meeting Ongoing, at the beginning of each fiscal year Shauna Moses Shauna Moses