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1 outhside Community Services : SOUTHSIDE COMMUNITY SERVICES BOARD OF DIRECTORS MEETING MINUTES MAY 27, 2014 The Southside Community Services Board of Directors met, in Open Session, at 12:00 PM, May 27, 2014 (rescheduled from May 20 th ), in the Chipps Conference Room, at the SCS Administrative Services Building in Clarksville, Joseph Bittman, Chair, presided. ATTENDANCE MEMBERS PRESENT (ALL) Joseph Bittman (Chair) Patricia Taylor (Vice-Chair) Jacie Roberts (Treasurer) Ronald Thornhill (Secretary) Shirley Wetherbee Tom Kluge Elsie Gladding Novella Moore Barry Bank OTHER ATTENDEES Southside Community Services staff members: Don Burge, Executive Director Jane Rice, Financial Services Director H. I. Deslauriers, Clerk of the Board PROCEEDINGS CALL TO ORDER The meeting was called to order at 12:17 PM by Joseph Bittman, Chair. All directors were present, and the meeting having been duly convened, was ready to proceed with business. APPROVAL OF BOARD MINUTES The minutes from the last Board of Directors meeting, held on April 15, 2014, were presented to the board for approval, where upon motion duly made, seconded and unanimously adopted, the minutes were approved as presented. Elizabeth Engelhorn, the new Assistant Director, Behavioral Health Services, was introduced to the Board. COMMITTEE REPORTS FINANCE COMMITTEE Jacie Roberts, Finance Committee Chair Jane Rice, Financial Services Director Financial Report for April 2014 Income Statement Summary Revenues Expenses Current Deficit I YTD Excess April 2014 Year-to-Date (YTD) 1,094, ,057, $ 10,644, ,361, , $ 283,191.11

2 After months of losing service days to closures due to inclement weather, we were finally able to bill for a full 21 days which resulted in revenues exceeding expenses for April. As we close in on the end of the fiscal year our YTD excess is where we would normally like it to be, which is around $300K. Still fine-tuning the accounting details of properly expensing Hope House resident's Day Support services received from the MDTC (JHNC). Cash balance as of today is $1.1M. The Allowance for Doubtful Collections has been trending downward as we continue to work at resolving the long outstanding client accounts. The installation of the awning at Hope House should be completed in 4-6 weeks. We have contacted the vendor who in the past had supplied us with a cost estimate to repair/replace the floor at the BCSP, and asked that he review his estimate. If he verifies that it is still valid, we will move forward with replacing the floor as was previously decided. Our annual fee for SCS to have membership in the VACSB, of $7100, is due in June. The Finance Committee has no recommendation, having made the assessment to defer discussion and decision regarding this matter to the full Board. DISCUSSION: Board Members asked for clarification regarding the advantages of being a member of the VACSB. The Executive Director informed the Board members that all of the other 39 CSB's are currently members. He also described the importance of having a united advocacy and of being a member of a collaborative body that has access to the highest echelons at state level, particularly when dealing with DMAS and DBHDS, the Secretary of Health & Human Services, the VA General Assembly, other provider agencies, etc. Staff also benefit from working collectively with other CSBs. The Executive Director also pointed out that losing the connectivity with our sister agencies that this membership provides could, in the long run, cost us a lot more than the $7100 fee. Board Members mentioned that our membership was relatively new in the last few years. The Executive Director reiterated that when we did not participate in the past we had no other concerned parties to consult with when trying to adapt to externally directed changes to our programs and services; we were on our own without benefit of any foreknowledge regarding pending changes or having any input or involvement in the planning and development of new programs, policies and procedures. After the discussion, the motion was made and seconded to call the question and vote as to whether SCS should pay the annual fee of $7100 for membership in the VACSB. The results being unclear, each Board Member was polled regarding their vote, with the result being: Yes - 4, No - 2. Of the nine Board Members present three abstained from voting on this motion. The Board Clerk declared the motion failed (see attached addendum). Those Board Members who abstained requested more information from the Executive Director, asking that he prepare a fact sheet addressing the pros and cons of being a VACSB member and send it out for the Board's consideration before revisiting this motion at the next Board Meeting. LONG-RANGE PLANNING & DEVELOPMENT COMMITTEE Shirley Wetherbee Committee Chair Our ID residential facility in Brunswick County, Rainbow House, has been a constant drain monetarily. Since it first opened we have had an ongoing struggle with the Health Department about the septic system and the quality of the drinking water. Its remote location prohibits the easy transport of clients since access is limited in one direction by a one-lane bridge which does not support the weight of our vehicles. These concerns are without resolution, and retention and maintenance of Rainbow House is judged to be untenable and cost prohibitive.

3 Upon recommendation by the Long-Range Planning & Development Committee, motion made and duly seconded, the following resolution unanimously carried. BE IT RESOLVED, that the Board of Directors, Southside Community Services Board, in regular meeting assembled, authorizes the Executive Director to pursue finding an alternate location for the establishment of an ADAcompliant ID residential property in the Lawrenceville area, while at the same time getting the Rainbow House as it currently exists appraised, and when appropriate, positioned to be put on the market. OLD BUSINESS Joseph Bittman, Board Chair Slate of Officers - The Nominating Committee put forward the following names for consideration: Board Chair Vice-Chair Treasurer Secretary Ronald Thornhill Novella Moore Barry Bank Patricia Taylor DISCUSSION: There was a question concerning the selection process. The Shirley Wetherbee relayed to the Board her difficulty finding Board Members both able and willing to serve consistently in the respective offices. The eligible pool was smaller than normal since the terms of three Board Members will expire at the end of June. Upon recognition of the recommendation by the Nominating Committee, motion made and duly seconded, the following resolution unanimously carried. BE IT RESOLVED, that the Board of Directors, Southside Community Services Board, in regular meeting assembled, adopts "in toto" the slate of officers as presented during the April Board meeting in accordance with ARTICLE VI of the SCSB Bylaws. Board Member Site Visits - Two departing Board Members visited all of the SCS Service sites, with the exception of Rainbow House and Alberta Manor due to time constraints. They shared their positive experiences interacting with staff and recommended that other Board members do the same whenever possible. Additionally Ms. Roberts noted the following: 1) the sign at Gateway needs repainting/replacement; 2) the waiting room at HCFS needs different furniture; and 3) the name of the Board Chair is not on SCS display boards in each sites lobby. Auction of Surplus Items - We went back to J. W. Shelton Auction & Realty of South Boston, who had provided the only bid to manage the SCS surplus auction, and asked that they reconsider their bid. Upon doing so, they offered to waive the advertising fees and simply go with 20% of the proceeds. Upon motion made and duly seconded, the following resolution unanimously carried. BE IT RESOLVED, that the Board of Directors, Southside Community Services Board, in regular meeting assembled, authorizes the Executive Director to accept the bid from J. W. Shelton Auction & Realty and contract with them to manage the auction of SCS surplus property for 20% of the proceeds. NEW BUSINESS VRS Contribution Rates - We are looking at a decrease in the 9.55% rate that we currently pay. There are two proposed rates to choose from, 7.85% and 8.95%, which will go into effect July 1, The recommendation is that we elect to reduce our rate to 8.95% in an effort to keep our contribution as flat as possible to avoid future spikes when the rates rise again as is expected. The math behind this is somewhat convoluted, but what we are trying to avoid is a rebound bounce to any even higher rate than the one we are currently paying should we choose a lower rate. Upon motion made and duly seconded, the following resolution unanimously carried.

4 BE IT RESOLVED, that the Board of Directors, Southside Community Services Board, in regular meeting assembled, authorizes the Executive Director to decrease the rate of our VRS contribution from 9.55% to 8.95%, effective Julyl, Summary of FY15 Budget - Total operating budget is coming in a bit less than this year. Some innovations and efficiencies put into place this year have resulted in cost savings. Next step will be to move the proposed budget into the performance contract. At the recommendation of our auditor we will fund some administrative positions from the program lines - a realignment of Administrative Services to expense out to the direct line of program services. We are working to keep our IT costs down while still accommodating the all of the growing IT and staff training needs. Board Staffing Report - We are still looking for Emergency Services personnel, a HCSP Supervisor and a Lead Mental Health Therapist at the MBHC. We had a recent opening of a Front Desk position which caused a job shuffle amongst Front Desk Staff selected for new position/transfer. EXECUTIVE DIRECTOR'S REPORT Don Burge, Executive Director External Environment We are preparing for implementation of new regulations in the GA budget that become effective on July 1; among these are changes in system-wide emergency services. The extensive survey requested for the Medicaid reimbursement rates for ID, DS, and DD waiver - services was completed after terrific collaborative work by the Administrative Team. Nominations to fill our upcoming BOD vacancies have been submitted to Mecklenburg and Brunswick County Supervisors. CIT Initiative: We submitted our proposal for the DBHDS crisis assessment site grant for $298,600 and have local commitments for $60,535 in cash and in-kind for the 20% matching support (see grant operations summary). Halifax Regional Hospital has agreed to be a full partner in hosting the crisis site and extending great teamwork with the Emergency Department staff. Commonwealth Coordinated Care Project - We have had in-person meetings with representatives from all 3 MCOs, obtained the required provider training, and continue to clarify their respective billing rules and procedures. Internal Environment ADMINISTRATION The last part of our RDA software implementation, (modules for inventory and purchasing) are in progress and will be completed by the end of June. I will formally request a transfer of financial agent from Halifax County Treasurer to us at the Halifax Supervisors meeting on June 2. This will save us time and travel, as well as expedite our operating cash flow, (see agenda briefing) We are working with a realtor to explore possible site in Lawrenceville for relocation of Rainbow House. IDD PROGRAMS Brandon ICF-ID: A letter of intent to convert two beds at Brandon Home was mailed to the Health Department on May 8, 2014 (See VHD letter). We were notified the ICF review will take place within 4 weeks of the receipt of the letter. The Special Constituted Committee met on May 8, 2014 and staffed two residents and the ICF Person Centered Plans were put in place. A mock ICF review was conducted by the ICF administrator and a team from Pitts-Danville CSB on May 13, 2014, and they found no deficiencies. A delay was discovered when we learned from VHD that they had not received the fire inspection report. After checking with the fire Marshall's office, he did not write up his inspection before he resigned from his job. Paul Mandel quickly conferred with them and got a second inspection

5 completed on 5/22/14 without citations (see inspection report). VHD has agreed to expedite their review timeline to make up for not noticing that they did not have this report earlier. Through diligent work from our Reimbursement and ID team, the write off requested last month for $5, was successfully recovered from Medicaid. Program census remains stable across services and marketing for the opening at Kings Manor and Rainbow House continues. All of our area residents previously housed at the Southern VA Training Center have been successfully discharged to community-based services. BEHAVIORAL HEALTH PROGRAMS: We implemented an updated salary structure for after-hours emergency services workers and will use a sign-on bonus for new ES workers on a discretionary basis. This year's budget has been adjusted with state money to cover this cost moving forward. Mental Health First Aid training was provided to system partners in Brunswick County on 5/20 and 5/22 as part of our Prevention Services. Our contract with Danville Regional Medical Center that allows us access to beds on their psychiatric unit has been negotiated and will be executed this month. BHS staff will participate in the 2 nd DBHDS "Recovery Forum" at the end of May; this event is designed to assist CSB and state facilities in the development of strategic plans for peer support use. The Senator Deeds tragedy continues to be highlighted in the press and continues to place our emergency services in a poor light. We have developed a media statement as part of our crisis communication plans. ADJOURNMENT The next Board of Directors' meeting is scheduled for Tuesday, June 24, 2014 (rescheduled from June 17, 2014). There being no further business to come before the board, the meeting was adjourned at 2:52 PM. SUBMITTED FOR APPROVAL BY H. I. Deslauriers, Clerk Date/of Approval Board of Directors

6 ADDENDUM - Board of Director's Meeting - 27 May 2014 Review of the Voting results for the motion to pay fee for membership in the VACSB: 1. Vote on motion for SCS to pay $7100 for membership in the VACSB was called for, and those present were polled with the following results: Yes-4 No-2 Abstain - 3 (essentially a "non-vote") a. In the usual situation, where either a majority vote or a two-thirds vote is required, abstentions have absolutely no effect on the outcome of the vote since what is required is either a majority or two thirds of the votes cast. For example: as applied to the aforementioned vote (see paragraph 1) Nine (9) Members were present at the meeting Six (6) members voted (Yes/4 No/2) Three (3) members abstained and are "non-votes" so they do not count Motion Carries - Yes/4 \ No/2 b. On the other hand, if the vote required is a majority or two thirds of the Board Members present, or a majority or two thirds of the entire Board Membership, an abstention will have the same effect as a "no" vote. Even when this happens, an abstention is really not a vote and is not counted as a vote - but it does affect the outcome of the vote because it influences the number counted as a majority. For example: as applied to the aforementioned vote (see paragraph 1) Nine (9) Members were present at the meeting Six (6) members voted (Yes/4 No/2) Three (3) members abstained and count as a "no" Motion Fails - Yes/4 / No/5 Referring to the SCSB Bylaws, except for voting in the Board Officers and votes regarding any amending of the bylaws, we do not specify a governance of our general voting procedure. We do, however, state in Article XI that, except where contra indicated in the Bylaws," Robert Rules of Order shall govern the Board...". Since there is nothing stipulated in the Bylaws, we would as a Board normally default to the procedure outlined in paragraph la, which is the normal/standard definition of a majority in accordance with Robert's Rules of Order. If I have correctly interpreted our Bylaws and the reference in Robert's Rules of Order, I believe that I was wrong when I declared that the motion had failed, when in fact upon retrospection and further investigation, I believe that the motion referenced in paragraph 1 regarding approval of our paying the annual fee to secure our membership in the VACSB, actually passed. Helen I. Deslauners Clerk, Board of Directors

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