onml Texas Board of Directors Annual Meeting National Alliance on Mental Illness - Texas November 4,2012

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1 onml Texas National Amance on Mental Inness Board of Directors Annual Meeting National Alliance on Mental Illness - Texas Sheraton November 4,2012 Austin Hotel at the Capitol, Austin Texas Board of Directors Present The annual meeting of the board of directors of the above named corporation was held on: November 4,2012 at the Sheraton Austin Hotel at the Capitol, Austin, Texas Board of Directors Present Andrea Hazlitt, President 110 Wedgewood, Lake Jackson, TX Paula Hendrix FM 449, Hallsville, TX Miles Douglas Kechter, Secretary 4230 Lake Shore Drive, Waco, TX Sharon DeBlanc 1417 Snowberry Drive, Allen, TX John A. Tatum, Treasure 2317 Progress Drive, Brenham, TX Jody Schulz 3600 Dear Road, Brenham, TX Ed Dickey, Vice President 5130 Sierra Madre, San Antonio, TX Cliff McGlotten, ex officio 2773 CR, 357, La Vernia, TX Rose McCorkle 6700 Zequie1 Drive, Austin, TX Patti Haynes, ex officio 3718 Drakestone Avenue, Rowlett, TX Attending: Ms. Robin Peyson, Executive Director, NAMI Texas Ms. Adrienne Kennedy, NAMl Austin Dr. Hal Puthoff, NAMI Austin Ms Cynthia Cunningham, NAMI Waco Ms Stacy Hollingsworth, Affiliates Outreach Coordinator, NAMI TX Mr Greo Hansch. Public Pnliov Fellow. N AMTTX Prepared by Miles Douglas Keehter, Ph.D., Secretary NAMI Texas Page 1of7

2 Board of Directors Absent David Gibson th Street, Lubbock, TX Cynthia Brown 4704 Leonard St. Fort Worth, TX Sindi Elorreaga 1105 Sam Snead Drive, El Paso, TX Bryan Moffitt th Street, Lubbock, TX Maurice Dutton, ex officio 400 Broughton Drive, Waco, TX Jackie Shannon, ex officio 6002 Equestrian Blvd., San Angelo, TX AGENDA 1. Closed Session ofthe Board of Directors meeting called to order at 8:05AM It was determined that a quorum was present in person and the board could conduct business. Report: Master Planning Report: N ext Step Dr. Miles Douglas Kechter Discussion: Not Reported Report: Accepted 2. Closed Session ofthe Board of Directors meeting adjourned at 8:53AM 3. Open Session ofthe Board of Directors meeting call to order at 9:12AM It was determined that a quorum was present in person and the board could conduct business. Dr. Hazlitt requested approval of agenda. Action: Motion: Ms. Jody Schulz Second: Mr. Ed Dickey Agenda Approved: Unanimous vote Discussion: Dr. Hazlitt noted that at the annual meeting ofnami Texas on NOVEMBER 3,2012, all of the Bylaw revisions and option B of a proposed new Mission Statement for NAMI Texas was approved and adopted as stated: NAMI Texas is dedicated to improving the quality of life of all individuals living with mental illness and their families. 4. Presidents Perspective Dr. Andrea Hazlitt Report: Dr. Hazlitt presented her view of the future of NAMI Texas, indicating the challenges of a changing future with the need to focus on identify goals and the requirement to adapt as an organization to take advantage of opportunities, minimize threats, and add to strengths. Discussion: Board members commented on the importance of Master Planning as a means of addressing the future ofnami Texas. It was also noted that our financial plan must be sound and meet the needs for a changing future. Page 2 of7

3 5. Review and Approval of September and October Minutes Ms. Paula Hendrix Ms. Paula Hendrix submitted minutes of the September 5,2012 and October 3,2012 Board of Directors meetings. Dr. Hazlitt asked if there were any questions or corrections. Action: Ms. Sharon DeBlanc moved to approve Sept minutes. Second: r. John Tatum. Approved: By unanimous vote Action: Mr. Ed Dickey moved to approve Oct minutes after correction on page 1. Second: Ms. Sharon DeBlanc. Approved: By unanimous vote 6. Election of2013 new Board of Directors members Dr. Andrea Hazlitt The Board welcomed the following persons who were elected by the NAMI TX members on Nov 3, 2012 to serve as newnami Texas Board of Director members. Mr. David Gibson, Regionl Mr. Sindi Elorreaga, Region3 Dr. Andrea Hazlitt, Region 8 Ms. Rose McCorkle, at-large 7. Election of2013 Board of Directors Officers Dr. Andrea Hazlitt The following persons were nominated to serve as officers of NAMI Texas until the next annual election of officers by the Board Each person was elected separately after no further nominations were received from the floor. President: Dr. Andrea Hazlitt Vice President: Mr. Ed Dickey Treasure: Mr. John A. Tatum Secretary: Dr. Miles Douglas Kechter At large members of the Executive Committee were elected from a field of three nominees by secret ballot, and will serve until the next annual election of officers by the Board of Directors in Ms. Sandi Elorreaga Ms. Paula Hendrix Action: Approved: By majority vote 8. Approval ofnami Texas committee changes Dr. Andrea Hazlitt It was recommended that the following persons serve in the committee positions as indicated. The Board of Directors Meeting Schedule and Committee Assignments will be deferred to December 5, Audit Committee Member: Ms. Jeanette Taylor Communications & Public Relations: Chairperson: Ms. Cynthia Cunningham Human Relations Vice Chairperson: Dr. Maurice Dutton NAMI Texas Consumer Council Executive Committee: Chair- Mr. Maurice Whitfield, Vice Chair - Ms. Donna Kocurek, At-large member- Ms. Teena Adler Action: Approved: By Consensus 9. Executive Directors Report Ms. Robin Peyson Report: Presentation was given on Health Care Reform and its likely impact on NAMI Texas. Information was shared with the Board of Directors on issues related to: 1. Components of the Affordable Care Act, 2. Health Insurance Reform, 3. Health Insurance Coverage Reform, 4. Health Quality Reform, 5. Health Insurance Payment Reform, 6. Impact of Health Care Reform on NAMI Texas, 7. New Roles for Peers, 8. Statical Data related to Health Care, 9. Cost Impact, 10. New Strategies IL Information pertaining to current NAMI Texas Strategic Plan (Goals 3 & 4) and 12. Page 3 of7

4 Health Care Reform and the connections to Master Planning. Written report was received in hard copy and is to be posted on Webexone within two weeks per Board policy and procedures.. Discussion: General and related to topic. Conference sponsorships totaled about $42,000. The 7 X 7 campaign raised a disappointing $1370. Action item: Ms Robin Peyson will discuss possibility with Ms. Margaret McKoin of her assisting with fundraising projects. Action Item: Ms Robin Peyson will present a report on the final numbers form the conference in the Dec 5 Board meeting. 10. Financial Report Mr. John A. Tatum Report: Mr. Tatum presented the Financial Statements report as prepare by the Executive Director, Ms. Robin Peyson. Mr. Tatum reviewed accounting information for July, August and September. Mr. Tatum indicated that he and Ms. Peyson are working to develop an accurate reporting of restricted and unrestricted funds. Mr. Tatum will be meeting with Ms. Peyson on November 8, 2012 to review and assist with the reporting structure of Financial Statements. In addition, Mr. Tatum indicated that Ms. Peyson had hired a temporary employee, resume attached, from AccounTemps (Robert Half Company) to further assist with the financial statements and reporting. In addition, Mr. Tatum indicated that there is a need to make a decision related to the purchase of new accounting software. Mr. Tatum noted that there were attachments to his report with quotes from two vendors: Systems for Sage 100 Fund Accounting Single User and Ziegner Technologies for Sage 100 Fund Accounting Single Edition. Resolved: the Board approved the expenditure of funds to purchase the Sage 100 software and charged Mr. John Tatum with the decision of the appropriate vendor by Nov 10 subject to fmal approval by the Executive Committee. Action: Motion: Ms. Jody Schulz. Second: Mr Ed Dickey. Approved: By unanimous vote Ms. Peyson further reviewed and answered questions pertaining to the Statements of Financial Positions from period-to-period for the dates indicated. Discussion: Dr Hazlitt commented that the September financial report was only received yesterday allowing no time for review prior to the Board meeting. In addition the board has not yet received other financial statements and questioned when the reports will be made available. Ms. Peyson indicated that her office is working on the other reports. Ms. Peyson reported that with the additional help and guidance of Mr. Tatum the necessary reports will be available soon. Mr. Tatum noted that it was important, going forward, that all future financial reports be in keeping with GAP (General Accounting Principles. Dr. Kechter indicated that from his review of the financial statements over the last several months. NAMI Texas was most likely in a precarious financial situation. Dr. Kechter stated that there was a need to resolve the financial condition of NAMI Texas as it relates to Fund Balance and unrestricted cash flow for operational expenses. Action Item: Dr. Kechter suggested that the Finance Committee and the Executive Committee need to continue its evaluation and report to the full board an analysis ofnami Texas ability to sustain its current financial position. Dr. Kechter suggested to the Board of Directors that it consider the requirement of establishing a budget account for a funded unrestricted reserve. Page4of7

5 Resolved: the Board accept the Statement of Activities by Class and the Statement of Financial Position reports for July, August and September, contingent on the board's receiving cash flow balance reports for the same months and projections for the months for the November and December. Action: Motion: Ms. Patti Haynes. Second: Ms. Jody Schulz. Approved: By unanimous vote Discussion: Mr. Tatum reviewed the benefits of moving to Sage Fund Account Software. Resolved: A new policy shall be added to the Board Policies and Procedures requiring that all accounting data be automatically "backed-up" and electronically stored off-site in accordance with GAP (General Accounting Principles). Ms. Paula Hendrix agreed and stressed that it is essential that all critical operational information be electronically backed-up and stored electronically off-site on a routine basis (eg, using an automated off-site back-up service such as "Carbonite"or "Moseley"). Action: Motion: Ms Jody Schulz. Second Mr. CliffMcGlotten. Approved: By unanimous vote Action Item: Ms. Sharon DeBlanc will inform the Bylaws and Governance Committee of the need to draft an appropriate policy along the lines of Ms. Jody Schultz's motion. Action Item: Ms. Robin Peyson agreed to select and implement an appropriate automatic, off-site computer back-up system such as Carbonite by Friday Nov 9,2012. Summary of Financial Position included as part of minutes. Complete financial report for Mr. Tatum will be attached to minutes book for November 04, 2012 Board of Directors Annual Meeting. Summary as follows: Summary of Financial Positions Statement of Financial Position as ofjuly 31,2012 {June 30,2012 to July 31, 1012} Total Liabilities: June 30,2012 = $337, July 31,2012 = $370, Total Period to Period:= $32, Total Equity: June 30,2012 = $415, July3l, 2012= $333, Total Period to Period: = ($81,243.50) Total LiabilitieslEquity: June 30,2012 = $752, July 31, 2021 = $704, Total Period to Period:= ($48,538.56) Total Assets: June 30,2012 = $752, July3l, 2012 = $704, Total Period to Period: = ($48,538.56) Statement of Financial Position as of September 30, 2012 {August 31,2012 to September 30, 20l2} Total Assets: August = $583, September 30,2012 = $574, Total Period to Period Assets = ($9,367.58) Total Liabilities: August 31, 2012 = $349, September 30, 2012 = $341, Total Period to Period Liabilities: = ($8,207.56) Total Liabilities & net Assets: August 31, 2012 = $583, September 30,2012 = $574, Total Period to Period Liabilities & Net Assets: = ($9,367.58)

6 11. RegionalS Affiliates: Accomplishments, Challenges, how NAMI Texas can help. Report: Ms. Amene Kennedy, NAMI Austin NAM! Austin raised $251,000 in the NAMI Walk event bringing the total earned in 7 years of walks to $1,100,000. Congratulations to NAMI Austin! Focus for projects is to be visible. Working to bring younger Directors on Board and encouraging the older Directors to recruit younger ones as a way of increasing diversity and succession planning. Striving to be consciously cultivate diversity in training classes as well. Trained a record 73 people in NAMI signature programs in10 months. "Peer" is a relationship not a person. Report: Ms. Cynthia Cunningham, NAMI Waco Emphasis on community visibility and outreach. Projects include: Hosts information booths in variety of venues: churches, hospitals, conferences; Second Annual Healthfair; Live Well Waco a community initiative with college interns helping; Suicide Prevention; NAMI at Noon is a monthly meet and eat with speaker and pizza; presented class on schizophrenia for CIT; celebrated MHMR center with bar-bcue; a new goal is to reach out to schools, develop curriculum and library. Discussion: Board of Directors offered congratulation to Austin and Waco for their efforts and dedication. Action: Reports accepted A copy of notes were requested of the speakers to be posted for reference on Webexone in the folder for this meeting. 12. Regional Director's Report Report: Ms. Paula Hendrix - Region 6 and Mr. Ed Dickey - Region 7 reported. Written reports were received for Region 1 from Mr. David Gibson in addition to the above mentioned reports, all of which are posted on Webexone in the folder for this meeting. 13. O&A on Posted Committees Reports not otherwise covered in agenda. Report: Executive Committee - Dr. Hazlitt Committee approved application for the Hogg Foundation WRAP grant with the expectation that we will encourage and assist teams ofnami Affiliates and Local Mental Health Authorities to apply through the second RPP to become Regional WRAP Network Coordinator organizations which would collaborate with NAMI TX to successfully develop a statewide WRAP network. Dr. Hazlitt reported receiving several letters from NAMI San Antonio members expressing their significant concerns regarding the election process currently in progress in NAMI San Antonio. The committee agreed to send a detailed letter of concern from the NAMI TX Board to the current NAMI San Antonio Board prior to the election on Oct 30. The letter will be signed by both Ms. Robin Peyson and Dr. Andrea Hazlitt expressing concern and offering technical assistance. Three additional recommendations were proposed by the Executive Committee: 1. The Standards of Excellence committee was dissolved and the tasks re-assigned to existing committees as described in the Oct 3 Standards of excellence report. 2. NAMI TX shall replace the 2013 annual conference with a "NAMI TX night" at the NAMI convention in June 2013 in San Antonio. 3. A contingency plan for timely preparation of the Business Plan deliverable for the Hogg Capacity Building grant (for details see the written report posted on Webexone) Resolved: The recommendations of the Executive Committee were ratified by the Board by consensus. Page 6 of7

7 AOC/Standards ofexce1ience Committee - Ms. Patti Haynes Reported and recommended that the Standards of Excellence Committee be dissolved and that its duties be re-distribured to designated standing committees per the published pían, Action: Moved.: Ms. Patti Haynes Approved.: By Consensus Publie Policy Committee - Ms. Sharon DeBlanc The a public policy position on the Rider 71 study was approved after Ms DeBlanc assured Dr. Hazlitt that affiliate input had been received regarding the position, Action: Moved: :Ms. Sharon. DeBlanc Approved; By Consensus NAMI Texas Consumer Council- Ms. Rose McCorkle The newly revise Operating Procedures were approved by the council in its general business meeting on Saturday November 3. They will be posted soon, The Board of Directors by consensus moved to Executive Session at 12:46PM with Ms Sharon DeBlanc absent 15. Executive Session of the Board ofdh'ectors. Discussion: Preparation and discussion of the Performance Review of the Executive Director Action: Reported in minutes of the Executive Session 16. Open Session of the Board of Directors Reconvened. Discussion: The Board of Directors returned to Open Session at 2:22 pm to take a vote 011 the motion made during the executive session to hand deliver to Robin Peyson a letter of Intent to Tenninate with detailed list of required corrective actions and dates for compliance to continue employment. There being no further business, upon motion made and carried with one abstention, the meeting was ailjonrned. Action: Moved: :Ms. Paula Hendrix Second: Ms. Rose McCorkle Approved: By majority vote with one abstention The secretary will attach Il copy of the submitted written reports to the corporate minute's book Dated; O ~)/!/W!J -it~t1~- Signaære ~. Dr. Miles D. Kechter Printed Name Approved as amended by he Board ofd:i:rectors on January 19, 2013 PreparedbyMi1es Douglas Kechter, Ph.D., Sec:retaryNAMlTexas Page 7of7