Saturday March 22, 2014 Governing Council Meeting Minutes MPA Office: 5353 Wayzata Boulevard, Minneapolis

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1 Saturday March 22, 2014 Governing Council Meeting Minutes MPA Office: 5353 Wayzata Boulevard, Minneapolis Meeting called to order at 9:03am CST Present: Guests: On phone: Regrets: Steve Vincent, Scott Palmer, Tabitha Grier-Reed, Rhea Sullivan, Scott Slattery, Robin McLeod, Seymour Gross, C.J. Swanlund, Beryl Wingate, Justin King, Steve Girardeau, Mimi Sa, Maryanne Lassegard, Michelle Trotter-Mathison, Thomas Carillo, Jamie Nolan, Nick Romer Brittany Holtberg and Lisa Zylstra (students) Zach White Pearl Barner, Bravada Garrett-Akinsanya, Harriett Haynes, Sandra Sanger, Bibi Neumann, Andre Mutschler-Supplee, Willie Garrett Action Steps: 1) Rhea will send out the current list of sponsors and exhibitors for the Annual Convention along with a form to apply to all council members. Members will look at the list and if they see sponsors or exhibitors that they are aware of who are not yet signed up and encourage them to apply. 2) Council members will complete leadership documents and forward to Rhea today. 3) Robin will recruit from membership committee for someone to serve with Steve Girardeau on a taskforce for AMS website development. E&T will recruit a representative as well. CJ will recruit for a student representative. I. Council agenda (Steve Girardeau motioned for approval, approved unanimous) II. Introductions and shout-outs A. All present introduced themselves and offered a piece of good news B. Sy announced the closing of Riverwood Center and the Minnesota Medical Association is talking about assisting with the new gap in mental health services. Sy suggests psychologists should participate as well. Steve will add to the agenda for more discussion. c. Scott gave a shout-out to Sy for receiving an award for 10 years of service as a volunteer on the Federal Advocacy committee. d. Steve Vincent gave a shout-out to St. Luke s Hospital in Duluth for winning the Psychologically Healthy Workplace award for a large non-profit healthcare facility on the national level from APA. e. APA recognized MN Senator Julie Rosen with an award for State Legislator of the Year

2 III. Consent Agenda A. Minutes a. Governing Council Meeting Minutes of January 25, 2014 i. Robin reported the membership committee slogan is you can do more with MPA and needs to be changed in minutes ii. C.J. stated the new psychologist division is launching a mentorship program at the Annual Convention on Saturday at 2pm b. EC Minutes from Feb, 18 for review B. Steve Vincent brought attention to the nomination of Dr. Bruce Bobbitt for the Susan Rydell award C. Bylaws have been edited, but not substantively. D. The strategic plan has been edited to incorporate discussion of the EHR taskforce. Also reported on fiscal goal of having at least 25% cash reserve within three years and a goal of 10% cash reserves by Dec 31, E. Scott Palmer motioned to accept the consent agenda. Unanimous approval. IV. Board Training by Jamie Nolan A. MPA is a 501(c)(6) B. 10 Basic Responsibilities a. Choosing a mission statement b. Selecting an executive director c. Evaluate the executive director d. Ensure organization plan e. Monitor organization s progress f. Ensure fiscal solvency g. Ensure adequate resources i. Whole board is responsible for financial health of organization ii. Important to understand the financial process and to ask questions iii. Need varied financial resources iv. Industry standard is to have six months of finances in reserve h. Protect assets and verify financial oversight i. Is there an annual audit? ii. Discussion of reserve policies i. Build a competent board i. Also consider successors ii. Important to have a good balance of skills across members iii. Members can work with Tabitha on thinking of potential future leaders of the organization

3 j. Important to ensure legal and ethical integrity i. Have a general familiarity with the bylaws as being unfamiliar could lead to a breach of contract k. Enhance the organization s public standing i. Remember that board members represent the organization so important to behave professionally in all environments ii. If the media calls and wants an opinion from MPA the call should be directed to the Executive Committee iii. Jenna Bemis and MaryAnn Lassegard are the public education coordinators and are available to assist in fielding questions about the organization. l. Difference of being on the governing council versus being on a committee i. Governing council more concerned about strategic direction m. Being strategic i. Look at least 13 months into the future ii. Ok not to vote if uninformed about the issue at hand n. Acting deliberatively i. Understand the issues C. Legal responsibilities a. Duty of care i. Important to have regular attendance ii. Must prepare for the meeting by reading the materials and asking questions iii. Use independent judgment (do not give in to peer pressure in making decisions) iv. Ensure diversity of thought b. Duty of loyalty i. Even if you individually disagree with a position of the organization, it is important to consider the overall benefit of the organization and support the position if it is a consensus. ii. Also important to not publicly disparage a board s position on an issue iii. Board should not take a position on social issues unless there are psychological implications on the position. iv. Important to avoid any conflict of interest 1. Board members should annually sign conflict of interest documents 2. Conflict of interest is bad when the individual does not disclose the possible conflict D. Board liability a. Important to ensure communication process is clear b. Must be a clear violation in judgment, not unintentional errors made in good faith E. Accountability a. 4 Areas (member roles and responsibilities, conflict of interest, whistleblower, and antitrust policies) F. Personal liabilities

4 a. Issues of being informed of policies, attending meetings, being respectful of other members G. Antitrust a. Important not to try to intentionally harm another industry or to discuss harming another industry at any organizational meeting b. Anti-competitive discussion i. Important to stop such discussion ii. It is ok to discuss past pricing for services, but not current iii. Ok to discuss market data on rates c. Ensure that organization documentation states anti-trust policies are being followed H. Sarbanes Oxley and nonprofit governance a. An act put into action after Enron scandal b. Cannot retaliate against whistleblowers c. IRS Form 990, this is public record, must produce same day if asked verbally or within 30 if asked for in writing d. MPA is currently compliant I. General good governance a. Consent agenda b. Don t recommend voting c. Etiquette and protocol d. Be respectful of board process J. How to measure success a. Commitment to purpose, feedback and action K. Tabitha announced that 50% of the board members have not completed their leadership documents. a. Rhea handed out documents today to board members who were present and had not completed them. V. Finances (presented by Nick Romer, controller of IntrinXec) (Scott Slattery motioned to accept finances. Approved unanimous) A. Cash is up $35,000 from last year which is mostly dues driven and events B. Total equity is $6,501 C. Assets as of February 28 were $88,370 of which $82,930 is in cash D. Should strive for a reserve for $100,000-$115,000 E. Sy made a motion to denote a line item that identifies current reserves on the balance sheet. Unanimous approval. VI. Implementation plan for new website A. Jessica Bartram would like to begin work in May

5 B. Request for selection of a liaison from MPA to work with Jaime. a. Steve Girardeau agreed to serve as board liaison along with a representative from membership committee and another from E&T. VII. Public Education campaign-maryanne Lassegard A. Is serving along with Jenna Bemis as MPA s Public Education Coordinator B. Brief description of some APA public education projects C. Request for council to consider a social media contact D. One of the APA president s initiatives is to promote public education of psychology E. More APA educational materials are available VIII. RxP Update A. Mimi explained there has been a request from CAPP of APA to MPA for a letter of support for Rep. O Rourke s bill legalizing prescription privileges for psychologists in the VA healthcare system. Sy motioned to approve of a letter of support if the bill comes out and is in alignment with MPA policy. Passed with one abstention. VI. Announcements A. Legislative committee work on psychologists directing healthcare homes B. EHR a. Trisha is working on grant for community collaborative on EHR as leader of EHR taskforce C. Tabitha asked for leadership forms to be handed in D. Need a new board of psychology liaison to attend board meetings the 3 rd Friday of every month to replace Pearl who is stepping down. E. Minnesota Psychologist Arts and Discussion Group is meeting at Mixed Blood to see the Sun and the Serpent tonight at 7pm F. Regarding Riverwood Centers, Sy suggested our organization step up to fill the gap. Steve Girardeau suggested putting it on the list-serve. G. Steve Vincent did a belated shout-out to CJ for taking on the Patterson committee VIII. Adjourn- 12:08pm CST

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