BOARD MEMBERS PRESENT: KATHRYN OSBUN, SANDRA GRANT, GEORGE IRIZARY, DAVIS BROWN, ARLENE IRIZARY, BARBARA STILING, PHYLLIS SANDS, JOE HOOTMAN, SUZANNE de KOZAN, and DOUGLAS SCHWARTZ. Also attending was Ann Walker.
BIFURCATED MEETING: Chair Kathryn Osbun explained that the meeting would be conducted in two parts.
--The first part would be a meeting to ratify incorporation and non-profit recognition by the State of California. It would focus solely on resolutions relating to the incorporation of the PSGSC, its bylaws, place of business, point person for contact with the State, establishment of a fiscal year, ratification of elected officers and setting of the number of directors on the PSGSC Board. Details of that portion of the meeting are more fully described in a separate “Minutes of the Meeting” attachment.
--The second part of the meeting covers regular items of business as reported below:
CALL TO ORDER: The regular meeting of the Board of Directors of the Parkinson’s Support Group of Sonoma County (PSGSC) was called to order by Chair Kathy Osbun.
APPROVAL OF MINUTES: The minutes of the meeting of September 21,
2011, were read by Kathy Osbun and approved as read.
BIFURCATED MEETING: Chair Kathryn Osbun explained that the meeting would be conducted in two parts.
--The first part would be a meeting to ratify incorporation and non-profit recognition by the State of California. It would focus solely on resolutions relating to the incorporation of the PSGSC, its bylaws, place of business, point person for contact with the State, establishment of a fiscal year, ratification of elected officers and setting of the number of directors on the PSGSC Board. Details of that portion of the meeting are more fully described in a separate “Minutes of the Meeting” attachment.
--The second part of the meeting covers regular items of business as reported below:
CALL TO ORDER: The regular meeting of the Board of Directors of the Parkinson’s Support Group of Sonoma County (PSGSC) was called to order by Chair Kathy Osbun.
APPROVAL OF MINUTES: The minutes of the meeting of September 21,
2011, were read by Kathy Osbun and approved as read.
BOARD MEMBERSHIP, QUORUM, “EMERITUS” STATUS, ANNUAL MEETING: With incorporation (which is required to obtain non-profit status with the State) came new procedures pertaining to board membership. The board needs a quorum to conduct business and a quorum is determined by the number of directors on the board, fifteen directors at present. A majority vote thus requires a quorum of eight directors.
According to bylaws prepared by an attorney, all members of the board of directors will be up for re-election at an annual board meeting in January 2012. Prior to that date, existing board members and other interested parties will need to express their intention to seek a directorship subject to a board vote. Those unable to attend regular meetings are encouraged to think about finishing out their terms of office and leaving an opening for others to serve on the board. Arlene Irizary said she will be resigning from the Board because her work schedule as a director in social services precludes her attendance at board meetings. She said she hopes the Board can attract a balance of directors representing people with Parkinson’s and caregivers.
The discussion included a clarification of the title of Board Member “Emeritus.” The consensus was that the honorary title recognizes exemplary contribution by persons having retired or left the board. It is being proposed that the emeritus honorees may choose to participate in board discussions, but would not vote or be listed as a current board director. The rationale behind this is that emeritus titleholders may or may not attend regular board meetings, but being listed as a current board member raises the bar for the number of directors required to achieve a quorum, or majority. Currently we have 15 board members and that requires the attendance of at least eight board members to constitute a quorum.
A resolution formalizing that position will be up for consideration at the Annual Meeting in January. The clarification poses a quandary for Davis Brown, a current board member and former chairman who also carries the title of “Emeritus.” Does he relinquish the title or voting privileges?
PROCEDURAL MANUAL: Kathy Osbun said she, the Treasurer and Secretary would review the former bylaws (those replaced by bylaws prepared by the attorney), receive suggestions or comments and produce from that information a procedural manual for conducting board business.
PROGRAMS: There was some discussion about breakout groups at the Saturday general meetings. Something that needs to be fine-tuned is a way to equalize the number of people with Parkinson’s into two groups to avoid overcrowding in either group.
Davis Brown asked rhetorically, “What does support mean? How much (can we) provide? How much is enough? How much support can we give?” Also pointed out was the importance of qualifying comments about personal experiences to make it understood that “This is not medical advice.”
Kathy Osbun related a recent call from the daughter of a non-English speaking, uninsured man diagnosed with Parkinson’s. His daughter, who is bilingual, was invited to a Saturday support meeting, but it pointed out the need for neurological services for a wide array of patients.
For the Nov. 5 Saturday general meeting, Kathy said the speaker will be Dr. Melanie Brandabur, clinical director of the Parkinson’s Institute in Sunnyvale.
For the Dec. 10 Holiday Party, the entertainment will be the River Choir. Later, in a motion by Arlene Irizary, seconded by Doug Schwartz, the board voted to pay the choir a $200 honorarium for the performance.
TREASURER’S REPORT: Treasurer Sandy Grant said there was little financial activity in September because no Saturday meeting was held that month. She did note that the final bill from the attorney handling the California non-profit application was $590.88. The total paid to the attorney was $2,460.33, an amount $160.33 more than the original estimate of $2,300. However, $200 previously approved for a financial consultant was not needed after all, for a savings there.
Sandy also reported that the firm of Spaulding, McCullough & Tansil, LLP, which handled PSGSC’s California non-profit application, has offered to maintain, at no charge, a file of board minutes and legal documents. Our attorney is Donald L. Winkle.
UNEXPECTED DONATION: Board member Bud Suiter did not attend the meeting for medical reasons, but did appear briefly with an envelope containing more than $400 as a donation. The money was the proceeds from the sale of wood carving tools used by Bud and his late wife Jean, both members of the RV Carvers group. The group sold the items for Bud and then turned around and donated the money to the PSGSC. George Irizary was asked to send an acknowledgement to the RV Carvers.
MARY’S PIZZA FUND RAISER: Kathy Osbun reported that a check for about $400 will be received from Mary’s from the proceeds of the recent fund raiser, indicating PSGSC members and friends spent about $2,000 on orders October 5. In addition, there was a $25 donation from Barbara Stiling, who was unable to attend the fund raiser.
PSGSC BROCHURE: Board members made final edits on a tri-fold brochure produced by Doug Schwartz and an artist friend.
NEUROLOGISTS’ LETTERS UPDATE: Suzanne de Kozan reported that she and Davis Brown were working with Palm Drive Hospital on their implementation of a form for the patient record which was developed by Parkinson’s groups in Oregon. Dr. Allan Bernstein thought the form was great and the hospital expressed a willingness to use it, at least in some modified form. Suzanne said she is developing a copyright permission letter to send to the copyright holders so that we can legally use the form. Davis Brown said that he had already spoken to one copyright holder and believed that obtaining permission would be no problem.
UCSF PROPOSAL, UPDATE: Suzanne reported that she had mailed a letter to UCSF Neurologist Dr.Michael J.Aminoff requesting that a Movement Disorders Specialist be assigned, at least on an occasional basis, to UCSF’s Santa Rosa facility. She added that she would wait a week or two and then attempt to set up a personal appointment in San Francisco to discuss the proposal.
ADJOURNMENT: The board meeting was adjourned at 12:05 p.m. by Chair Kathy Osbun. The above minutes are subject to approval at the next board meeting on Wednesday, November 16, 2011, at 10 a.m. at Emeritus skilled nursing facility at 300 Fountain Grove Parkway, Santa Rosa.
Respectfully submitted,
George Irizary
Secretary
According to bylaws prepared by an attorney, all members of the board of directors will be up for re-election at an annual board meeting in January 2012. Prior to that date, existing board members and other interested parties will need to express their intention to seek a directorship subject to a board vote. Those unable to attend regular meetings are encouraged to think about finishing out their terms of office and leaving an opening for others to serve on the board. Arlene Irizary said she will be resigning from the Board because her work schedule as a director in social services precludes her attendance at board meetings. She said she hopes the Board can attract a balance of directors representing people with Parkinson’s and caregivers.
The discussion included a clarification of the title of Board Member “Emeritus.” The consensus was that the honorary title recognizes exemplary contribution by persons having retired or left the board. It is being proposed that the emeritus honorees may choose to participate in board discussions, but would not vote or be listed as a current board director. The rationale behind this is that emeritus titleholders may or may not attend regular board meetings, but being listed as a current board member raises the bar for the number of directors required to achieve a quorum, or majority. Currently we have 15 board members and that requires the attendance of at least eight board members to constitute a quorum.
A resolution formalizing that position will be up for consideration at the Annual Meeting in January. The clarification poses a quandary for Davis Brown, a current board member and former chairman who also carries the title of “Emeritus.” Does he relinquish the title or voting privileges?
PROCEDURAL MANUAL: Kathy Osbun said she, the Treasurer and Secretary would review the former bylaws (those replaced by bylaws prepared by the attorney), receive suggestions or comments and produce from that information a procedural manual for conducting board business.
PROGRAMS: There was some discussion about breakout groups at the Saturday general meetings. Something that needs to be fine-tuned is a way to equalize the number of people with Parkinson’s into two groups to avoid overcrowding in either group.
Davis Brown asked rhetorically, “What does support mean? How much (can we) provide? How much is enough? How much support can we give?” Also pointed out was the importance of qualifying comments about personal experiences to make it understood that “This is not medical advice.”
Kathy Osbun related a recent call from the daughter of a non-English speaking, uninsured man diagnosed with Parkinson’s. His daughter, who is bilingual, was invited to a Saturday support meeting, but it pointed out the need for neurological services for a wide array of patients.
For the Nov. 5 Saturday general meeting, Kathy said the speaker will be Dr. Melanie Brandabur, clinical director of the Parkinson’s Institute in Sunnyvale.
For the Dec. 10 Holiday Party, the entertainment will be the River Choir. Later, in a motion by Arlene Irizary, seconded by Doug Schwartz, the board voted to pay the choir a $200 honorarium for the performance.
TREASURER’S REPORT: Treasurer Sandy Grant said there was little financial activity in September because no Saturday meeting was held that month. She did note that the final bill from the attorney handling the California non-profit application was $590.88. The total paid to the attorney was $2,460.33, an amount $160.33 more than the original estimate of $2,300. However, $200 previously approved for a financial consultant was not needed after all, for a savings there.
Sandy also reported that the firm of Spaulding, McCullough & Tansil, LLP, which handled PSGSC’s California non-profit application, has offered to maintain, at no charge, a file of board minutes and legal documents. Our attorney is Donald L. Winkle.
UNEXPECTED DONATION: Board member Bud Suiter did not attend the meeting for medical reasons, but did appear briefly with an envelope containing more than $400 as a donation. The money was the proceeds from the sale of wood carving tools used by Bud and his late wife Jean, both members of the RV Carvers group. The group sold the items for Bud and then turned around and donated the money to the PSGSC. George Irizary was asked to send an acknowledgement to the RV Carvers.
MARY’S PIZZA FUND RAISER: Kathy Osbun reported that a check for about $400 will be received from Mary’s from the proceeds of the recent fund raiser, indicating PSGSC members and friends spent about $2,000 on orders October 5. In addition, there was a $25 donation from Barbara Stiling, who was unable to attend the fund raiser.
PSGSC BROCHURE: Board members made final edits on a tri-fold brochure produced by Doug Schwartz and an artist friend.
NEUROLOGISTS’ LETTERS UPDATE: Suzanne de Kozan reported that she and Davis Brown were working with Palm Drive Hospital on their implementation of a form for the patient record which was developed by Parkinson’s groups in Oregon. Dr. Allan Bernstein thought the form was great and the hospital expressed a willingness to use it, at least in some modified form. Suzanne said she is developing a copyright permission letter to send to the copyright holders so that we can legally use the form. Davis Brown said that he had already spoken to one copyright holder and believed that obtaining permission would be no problem.
UCSF PROPOSAL, UPDATE: Suzanne reported that she had mailed a letter to UCSF Neurologist Dr.Michael J.Aminoff requesting that a Movement Disorders Specialist be assigned, at least on an occasional basis, to UCSF’s Santa Rosa facility. She added that she would wait a week or two and then attempt to set up a personal appointment in San Francisco to discuss the proposal.
ADJOURNMENT: The board meeting was adjourned at 12:05 p.m. by Chair Kathy Osbun. The above minutes are subject to approval at the next board meeting on Wednesday, November 16, 2011, at 10 a.m. at Emeritus skilled nursing facility at 300 Fountain Grove Parkway, Santa Rosa.
Respectfully submitted,
George Irizary
Secretary
| Minutes for Bylaws Ratification |
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