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Presentation (PDF) Open in new window AGENDA INARF Board of Directors Meeting Friday, April 26, 2013 11:00 a.m. – 12:30 p.m. Easter Seals Crossroads 4740 Kingsway Drive, Indianapolis I. Call to Order, Welcome and Introductions II. Modification to the Agenda III. Approval of Minutes IV. Presentation: Board Roles & Responsibilities Jeffrey Carmichael; Hall, Render, Killian, Heath & Lyman V. Review of Financial Statements - February & March Financial Reports - Audit Committee o Form 990 Review o 2012 Audit Report VI. Standing Committee Reports - Overview of Committee and Section Assignments - Governmental Affairs Committee - Industry Infrastructure Committee - Innovation & Systems Change Committee - Membership Support Committee - Training and Professional Development Committee VII. Strategic Discussions and Feedback - Strategic Planning Preliminary Discussion - 40th Anniversary Planning - DDRS - Advocacy Priorities and Strategies VIII. Adjournment -- Board Minutes The INARF Board of Directors Meeting was held on April 26, 2013 at Easter Seals Crossroads, 4740 Kingsway Drive, Indianapolis, IN. The INARF Member Forum convened at 10:00 a.m. with the INARF Board of Directors meeting immediately afterwards. Present: Steve Sacksteder, Chair Dan Griffin, Vice-Chair Marie Dausch, Treasurer Jonathan Burlison, Secretary Jill Dunn, Immediate Past Chair Debbie Bennett, Hillcroft Services, Inc. Steve Cook, AWS, Inc. Jill Dunn, Bona Vista Programs, Inc. Dan Griffin, Dungarvin of Indiana, LLC John Niederman, Pathfinder Services, Inc. Holly Piggott, ResCare, Inc. Susan Rinne, LifeDesigns, Inc. Jane Wear, Cardinal Services, Inc. Absent: Clint Bolser, LOGAN Community Resources, Inc. Patrick Cockrum, Sycamore Services, Inc. Bettye Dunham, Rauch, Inc. Guests (in Person): Rick Adams, Dungarvin of Indiana, LLC Shane Burton, Developmental Services, Inc. Bob Coles, Meridian Health Services, Inc. Doug Conrad, Indiana MENTOR Mark Draves, Carey Services, Inc. Jeff Frady, Damar Services, Inc. Tonia Hassinger, Developmental Services Alternatives, Inc. Yadira Howe, Indiana MENTOR Linda Johnson, Arc of Wabash County, Inc. Erika Smith, Caregiver Homes of Indiana, Inc. Randy Soforenko, Occazio, Inc. Dan Stewart, Achieva Resources, Inc. Jim Van Dyke, St. Vincent New Hope, Inc. Donald Weikle, Peak Community Services, Inc. Julia Wicks, Houston Group Homes, Inc. Guests (via Webinar): Dawn Akins, ADEC, Inc. Elaine Armstrong, AWS, Inc. Tim Beitzel, Blue River Services, Inc. Jamie Belomy, Vertex Systems Donna Belusar, ADEC, Inc. Alicia Boyd, Alicia Boyd CPA Kathryn Brown, Bona Vista Programs, Inc. William Cochrane, Mosaic Michael Cruz, CDC Resources, Inc. Ellen DiMartinis, Opportunity Enterprises, Inc. Amber Edmonson, Cardinal Services of Indiana, Inc. Darlene Ehler, Pathfinder Services, Inc. Janessa Gerber, LifeDesigns, Inc. Joy Greeney, Advocacy Links, Inc. Megan Gumbel, MDC Goldenrod, Inc. Nicki Gunter, Peak Community Services, Inc. Rick Hall, Mutual of America Jessica Hammett, Hillcroft Services, Inc. Daniel Houston, Houston Group Homes, Inc. Teressa Jackson, Rauch, Inc. Connie Kurtz, Hopewell Center, Inc. David Lehman, Passages, Inc. David McDougle, Bona Vista Programs, Inc. Jan McNear, Quality Community Services, Inc. Kelly Mitchell, Southern Indiana Resource Solutions, Inc. Tracy Mitchell, Bradley Associates CPAs Danie Norris, LifeDesigns, Inc. Louise O’Connell, First Chance Center, Inc. Sally Russell, ADEC, Inc. Kelly Schneider, Evansville Rehabilitation, Inc. Paula Shively, ADEC, Inc. Leah Steere, St. Vincent New Hope Kirk Stoltzfus, Arc Opportunities, Inc. Kathyleen Tompkins, Unity of Indiana Sarah VanSickel, Bona Vista Programs, Inc. Lynn Walker, Easter Seals Arc of NE Indiana, Inc. Lonnie Waltenberger, The Arc of Noble County - Foundations Tonya Wetzel, New Hope Services, Inc. Ruth Ann Widman, Jay Randolph Developmental Services, Inc. Staff: Kim Opsahl, President/CEO Barb Young, Vice President/CFO Christiaan Campbell, Director – State Use Program Keith Digman, Director-Member Support & Advocacy Nanette Hagedorn, Director – Membership Engagement & Development Elizabeth Patel, Coordinator – Communications & Advocacy INARF Member Forum I. Call to Order, Welcome & Introductions Steve Sacksteder welcomed attendees and called the meeting to order at 10:00 a.m. He introduced Division of Disabilities & Rehabilitative Services (DDRS) Director Nicole Norvell, the featured speaker for the INARF Member Forum. II. New DDRS Director – Introduction and Discussion Director Nicole Norvell expressed appreciation to INARF for inviting her to address the Member Forum and welcomed the opportunity to engage with the provider community. As a new appointee, she is in the midst of developing priorities for DDRS with a focus on customer service. Ms. Norvell has asked her staff to view both consumers and providers as the core DDRS customer base. DDRS leadership will also be reviewing the use of federal dollars to ensure that funds are being well utilized, and she has charged her staff to ensure that decisions they make are benefiting those being served, and if not, to reconsider the decisions. She asked the provider community for patience as staff adjust to new management practices and integrate a customer focused philosophy into daily operations. Ms. Norvell noted that DDRS is seeking to improve communication with its audiences; specifically, it will be sharing more information about the purpose behind policy in the future. The provider relations department will be making additional connections with agencies, expanding from the traditional role of new provider approval. To achieve these goals, DDRS is in the process of developing a comprehensive communications strategy for the Division. She anticipates that her first 90 days as Director will involve speaking with providers, visiting facilities, and immersing herself in all aspects of DDRS. In closing, Ms. Norvell encouraged INARF members to reach out to DDRS and keep the lines of communication open. She feels strongly that both provider and family perspectives should be taken into consideration, and is committed to working with self-advocates, families, and the provider community to improve services and opportunities for people with disabilities. Mr. Sacksteder thanked Ms. Norvell for her presentation and time. III. Board Chair Report A. Strategic Planning The Board will embark upon a new strategic planning process this summer with Committee Chairs and Section Chairs participating. Mr. Sacksteder encouraged members to share suggestions for potential strategic planning facilitators with Kim Opsahl. B. 40th Anniversary Recognition Mr. Sacksteder noted that 2014 is INARF’s 40th anniversary and a task force will be established to provide input on planning celebratory activities. C. Committee and Section Assignments A list of current committee and section assignments was made available to members during the meeting. Mr. Sacksteder encouraged members to review this information and consider volunteering their time and talents with INARF. Ms. Opsahl echoed his statement and asked members to encourage their staff to take part in Association volunteer leadership activities. In closing, he noted that the next Board meeting will include a CEO Roundtable in lieu of the Member Forum. Members were encouraged to submit CEO Roundtable discussion topics to Ms. Opsahl. IV. President/CEO Report A. Preliminary Legislative Wrap-Up Ms. Opsahl reported that SB 500, the bill, outlining group home setting requirements, passed out of the house with no changes, and is awaiting the governor’s signature. She also reported that INARF is continuing to track the fate of managed care study language and anticipates that it will be will be included in HB 1328. In terms of the biennial budget bill, it has been determined that funding for key programs remained stable. Also of note, funding was reallocated to the adult guardianship program, including matching funds for volunteer programs, statewide guardian registry, and an allocation to state courts to help administer the adult guardianship program. Ms. Opsahl shared that the INARF Governmental Affairs Committee worked on an aggressive advocacy effort to include Medicaid rate review language in the biennial budget bill. Ultimately, this language was not included in the bill, and INARF lobbyists are working to determine if there are additional possibilities for inclusion in other legislation. The Committee learned much in the process of advocating for rates, including the fact that INARF has a number of supporters in the General Assembly. B. DDRS Update Ms. Opsahl noted that in light of Ms. Norvell’s comments she would limit her remarks to a few highlights. First, she encouraged members to read the recently released DDRS Quarterly Update, which includes references to Bureau of Quality Improvement Services (BQIS) data, including CERT and mortality review information. This information is also available on the BQIS website. The agency is interested in understanding how this information is helpful to providers and encourages agency feedback regarding its usefulness. In addition, BQIS issued guidance on staff bringing children into consumer homes and encouraged providers to review their own policies and procedures. Finally, First Steps providers were reminded that the system point of entry request for proposals process is going forward, and that the program will soon be seeking public comment on the federal plan. INARF Board of Directors Meeting I. Call to Order, Welcome and Introduction Steve Sacksteder, INARF Board Chair, welcomed those in attendance. II. Modification to the Agenda There were no modifications to the agenda. III. Approval of Minutes The February 22 and March 12 Board of Directors meeting minutes were presented and reviewed. MOTION 13:09 Marie Dausch moved to approve the February 22 and March 12 meeting minutes as presented. Jill Dunn seconded and the motion carried. IV. Presentation: Board Roles and Responsibilities Jeffrey Carmichael of Hall, Render, Killian, Heath & Lyman outlined basic responsibilities for nonprofit boards of directors. He identified six critical areas of responsibility: mission, strategy, quality, stewardship, executive oversight, and board development. Mission should be at the heart of all board decisions, with a focus on promotion of exempt purposes. When considering agenda items, Board members should always consider how topics relate back to the organization’s mission. Board members are mission ambassadors, and it is vital that they uphold and preserve the organization’s mission. To ensure that programming is worthwhile and prudent, it is the board’s responsibility to monitor activity by establishing measurement tools, monitoring progress, and identifying and following best practices. All board members are stewards of the organization’s resources and time, and should be mindful that the organization has necessary resources, adheres to budgets, and establishes appropriate priorities. Executive oversight is a fundamental part of an organization’s success, with the board selecting, advising and evaluating the CEO. Setting metrics for success and monitoring management performance are also paramount to achievement. Finally, the board must look inward with a focus on board development and continuity in leadership as a result of the identification and nomination of suitable board members, with a focus on ongoing education, self-evaluation, and accountability. It is vital that board members understand their duties to govern the organization, leaving organization staff to management with a “nose in , fingers out” approach. The ultimate goal is for the organization to be efficient and effective, by selecting the right people, issues, processes and follow-through activities to support the mission. Board members were encouraged to embrace the three-legged stool approach of fiduciary duty, responsibility, and obedience. To ensure duty of care, he urged board members to develop a sound knowledge of the organization and its issues and actively participate in activities and operations to promote informed decision making. Mr. Carmichael also discussed fiduciary duties, conflicts of interest and duty of care for board members. He discussed common conflicts of interest and emphasized the importance of avoiding even the appearance of impropriety, citing the “New York Times” test: if you don’t wish to see a decision on the front page of a newspaper, rethink the decision. Board members must take care to avoid misusing inside information or corporate opportunities, competing with the organization, or acting on or for outside influences. It is recommended that board members refrain from voting or influencing corporate decisions involving transactions with organizations in which he/she has significant interests and disclose any interests to other board members. For additional information regarding conflict of interest policies, Mr. Carmichael referenced the Indiana Nonprofit Act’s conflict of interest policies from the Indiana Nonprofit Act and the Internal Revenue Service. V. Review of Financial Statements A. February & March Financial Reports Marie Dausch reported that at the end of March, financial statements reflect a positive increase in net assets from operations of fifty eight thousand eight hundred dollars ($58,800) and an additional twenty five thousand seven hundred dollars from unrealized gain on investments for a total of eighty four thousand five hundred dollars ($84,500). Conference revenue and expense lines net five thousand two hundred dollars ($5,200) better than budget with nearly all expenses included. MOTION 13:10 Marie Dausch moved that the February and March financial statements be filed for audit. Jane Wear seconded and the motion carried. B. Form 990 Review and 2012 Audit Reports Review Susan Saunders, Audit Committee chair, reported that the Committee reviewed the IRS Form 990 and recommended it to the Board. The Board received the document prior to the meeting, as they must complete a review prior to filing. In addition, the Audit Committee met with auditors to review the 2012 audit report. There were no audit adjustments; a clean and unqualified opinion was issued by Blue and Company. It was noted that quotes will be sought for 2013-2015 tax and audit services. MOTION 13:11 Jill Dunn moved to accept the audit report and IRS Form 990 as presented. Steve Cook seconded and the motion carried. VI. Standing Committee Reports A. Overview of Committee and Section Assignments Mr. Sacksteder referred Board members to the updated roster, encouraging all members to consider nominating staff to participate in committee and section leadership positions. B. Training and Professional Development Committee Holly Piggott reported that the 2013 Annual Conference was a success, with a total of 268 full conference registrants, 81 single day registrants, and 92.5% of post-event survey respondents reporting rating the Conference as good or outstanding. Annual Conference revenue was positive, as reported in March financials. INARF staff recently met with Meridian Health Services to review the 2013 Annual Conference partnership and assess interest in future partnerships. Discussion included the need to improve the alignment between the educational needs of INARF members and the educational sessions offered by Meridian Health Services. Overall, Meridian Health Services was pleased with the results of the Conference and wishes to move forward with a 2014 partnership agreement. The Training and Professional Development Committee is supportive of a 2014 Conference partnership agreement and seeks Board input prior to moving forward. MOTION 13:12 Holly Piggott moved to accept Meridian Health Services as the 2014 INARF Annual Conference partner. Jonathan Burlison seconded and the motion carried. Ms. Piggott reminded the Board that Person-Centered Planning & Individual Support Plan Facilitator training is being offered in Greenwood on May 21-22. The Training and Professional Development Committee currently has opportunities for additional committee representatives and will extend invitations to potential new members. C. Governmental Affairs Committee Jonathan Burlison reported that the Governmental Affairs Committee and the INARF lobbying team were currently reviewing legislative details in the aftermath of the 2013 legislative session. Language compelling a study of managed care was approved in HB 1328 Conference Committee. The language aligns with INARF’s position that managed care should be thoroughly studied versus swiftly implemented. While there was no advancement of the Association’s efforts to review Medicaid rates, it was noted that legislators expressed support for INARF and its priorities. The Rate Reform Work Group will meet in two weeks to discuss day service and RHS rate models for DDRS consideration. D. Industry Infrastructure Committee John Niederman reported that the Industry Infrastructure Committee is moving forward with the feasibility study for the Marketing Consortium, with 16 participating organizations involved and engaged in capabilities assessments. An initial webinar was hosted with Kemper Strategies on April 23, and subsequent informational webinars have been scheduled. A one-stop web page was developed to house a resource center for all participants. Marketing Consortium Phase I activities will conclude in late June. In addition, the Committee is exploring member to member purchasing programs and is establishing a group home conversion intelligence network. Committee members are engaged in discussion regarding potential subminimum wage elimination and the impact it would have on industrial operations. E. Innovation & Systems Change Committee Steve Cook reported that the Committee continues to monitor the development of Health Homes and hopes to engage with appropriate DDRS staff on recently released provider qualifications. The Committee is also continuing to research managed care and services for individuals with developmental disabilities. In addition, it has offered recommendations on appropriate study topics for the legislature to consider regarding managed care and will organize a technology subgroup to further research electronic health records options. F. Membership Support Committee Susan Rinne reported that the Committee finalized discussions on the Strategic Measure Development Plan and reached a consensus on the work to be accomplished. INARF staff will incorporate strategies from the plan into current tracking tools for measurement purposes. The Committee discussed in detail the strategy of “building a membership culture that values information sharing, collaboration and workforce development” and it was determined that additional feedback from volunteers and member agencies is needed to better define the strategy and develop an action plan. Outcomes with corresponding deadlines have been set for 2013. Unity of Indiana, a case management organization, submitted their application for Institutional Membership which was approved by the Membership Support Committee and the Executive Committee. The Committee discussed activity surrounding prospective members, both Associate and Institutional. INARF staff will continue to identify potential Institutional and Associate members that would add value to the current membership mix and support the strategy of building the membership base. G. Leadership Development Committee Jane Wear reported that a total of 85 attendees participated in the 2013 INARF Annual Pre-Conference, with the afternoon “Pay or Play” session receiving a post-event survey rating of 3.38% and the morning Health Care Reform session receiving a rating of 2.385% on a scale of 1-4. The Committee will incorporate survey recommendations into future offerings. On August 15, the Committee will offer a one day Technology Summit in place of the August Professional Interest Section Meeting. INARF has invited the Ohio Provider Resource Association and the Illinois Association of Rehabilitation Facilities to partner in hosting this event. VII. Strategic Discussions and Feedback A. Strategic Planning Preliminary Discussion Steve Sacksteder reported that previous strategic plans have been productive and that the Board will engage in a strategic planning retreat this summer. This year, Corporate Committee and Section chairs will also participate in the strategic planning process. Current goals for the Association include advancing legislative leadership, building resources for members, and promoting quality services and systems. Mr. Sacksteder stated that INARF is seeking to engage a strategic planning facilitator and welcomes any recommendations from Board members. B. 40th Anniversary Planning Mr. Sacksteder noted that 2014 is INARF’s 40th anniversary, and requested that the Training & Professional Development Committee lead efforts to develop recommendations for a celebratory theme. This is a key marketing opportunity for the Association and should be promoted accordingly. A 40th Anniversary Task Force was appointed, with Jill Dunn, Marie Dausch, and Kelly Mitchell volunteering their talents. C. DDRS-Advocacy Priorities & Strategies Kim Opsahl reported that she recently had a productive meeting with DDRS Director Nicole Norvell and is optimistic about INARF’s relationship with the new Director. She and John Dickerson of the Arc of Indiana have been assembling lists of key issues for DDRS consideration and shared the current list with the Board for review and input. Common issues include LOCSI, the new eligibility tool, Medicaid Waiver waitlist processes, the role of the Bureau of Developmental Disabilities Services (BDDS) office and Vocational Rehabilitation in relation to the Central Office, Direct Support Professional training, and group home conversion. INARF will continue to pursue dialogue with Ms. Norvell and FSSA Secretary Debra Minott and is encouraged by the tone of recent meetings and the transparency of the new administration. INARF members are encouraged to work collaboratively with Ms. Norvell’s office as she transitions into her leadership position at DDRS. VIII. Adjournment The next Board of Directors Meeting will be held on May 17, 2013 at Easter Seals Crossroads, 4740 Kingsway Drive, Indianapolis beginning 10:00 a.m with a CEO Roundtable beginning at 11:00 a.m. Respectfully submitted, ___________________________________________ Jonathan Burlison, Secretary JB/ecp