Us TOO Board Meeting Book of Materials

Transcription

1 Us TOO Board Meeting Book of Materials December 2014 Annual Meeting and Board Meeting Friday December 5, 2014: Annual Meeting, Dinner & Awards Saturday December 6, 2014: Board Meeting Meeting Location: Hyatt Rosemont 9300 Bryn Mawr Avenue Rosemont, IL (847)

2 CONTENTS Page 2. Proposed Meeting Agenda and Anticipated Action Items Pages DRAFT September 2014 Board Meeting Minutes (with Attachments) Pages DRAFT October & November Executive committee Minutes with Emergency Executive Succession Page 21 DRAFT October Board Membership Committee Minutes Pages Program Committee, 25 th Anniversary subcommittee Draft Minutes November 13 Page Us TOO Calendar (November 2014) Page Committee Assignments (December 2013) Handouts..To Be Prepared, which will include Budget and Financials as well as an Operations Update since last Board meeting in mid-september. 1

3 Friday December 5, 2014: Proposed Meeting Agenda: ARRIVALS and CHECK-IN: Light Box lunches available Meeting start time: 12:30PM Welcome & Introductions for Annual Meeting (Guests, Edward Kaps Hope Award Winners) 1:00 to 4:30PM: Open Discussion and Dialog between Award Winners and Us TOO Board and Staff 5:30PM: Reception 6:30-9:00PM: Dinner with Bill Blair Lecture Presentation by Guest & Author Stevie D and Award Presentations Saturday December 6, 2014: BOARD MEETING PROPOSED AGENDA: Catching Up (quick health status comments on significant changes) 1. 8:00 Breakfast 2. 8:30 Call to Order, Agenda Review 3. 9:15 Review and Acceptance of September Board Meeting Draft Minutes 4. 9:30 Leadership Updates a. Chairman comments/executive committee, Jim Rieder b. Treasurer s Report (July-October Financials), Todd Ahrens c. Operations Update, Tom Kirk 5. 10:30 Committee Updates & Plans a. Board Membership, Jim Rieder for Jerry Hardy (New Members and 2015 Officers) b. Development c. Finance, Todd Ahrens i Budget Discussion/Approval d. Program, Bill Seidel i. Chapter/support group Survey Results & Findings to date ii. 25 th Anniversary subcommittee, Jim Hammack (7/24 & 8/12 calls) 6. 11:30 Old Business, New Business & Adjournment 7. Noon: Box lunches and Departures Potential Action Items: 1) Acceptance of September Minutes, 2) Acceptance of Treasurer s Report, 3) Acceptance of 2015 Budget, 4) Election of New Members and 2015 Officers, 5) Draft Emergency Succession Plans 2

4 Draft, September 13, 2014 Board Meeting Minutes 3

5 Us TOO International Board of Directors Quarterly Meeting, September 13, 2014 Minutes ATTENDING: C. Todd Ahrens, Fred Allen, Tom Cvikota, Jerry Deans, Jim Hammack, Keith Hoffman, Tom Kirk, Jeff Mills, Jim Naddeo, Jim Rieder, Dexter Rumsey, Bill Seidel ABSENT: Jerry Hardy, David Lubaroff GUESTS / STAFF: John Lupton 1. CALL TO ORDER. The meeting was held at the Hyatt Regency, 151 East Wacker Drive, Chicago, IL, and was called to order at 12:40 PM by Chairman Rieder. 2. READING OF THE MINUTES. Members were referred to the copy of the minutes from June 7, 2014 provided in the Board Book. In paragraph 6a, the word ineligible was changed to eligible. The minutes were then approved unanimously. Vote 1: The minutes of the meeting of June 7, 2014 were approved as amended. 3. LEADERSHIP REPORT. a. Chairman Rieder stated that minutes from the Executive Committee conference call were in the Board Book. Members of the Executive Committee were reminded that future minutes from Executive Committee meetings and/or conference calls will be considered approved after five (5) working days from release of the draft unless corrections are received. This is so that minutes can be released to the other Board members on a timely basis. b. Not noted in the Executive Committee minutes but noted at this meeting was the fact that the Executive Committee had approved a $500 donation to the National Health Council s Ethics and Accountability Initiative. ($1000 had been requested.) 4. TREASURER S REPORT. The Treasurer s Report was presented by Treasurer Ahrens and is attached to these minutes. The essence of the report was that the organization s financial picture is currently substantially better than it was a year ago at this time. The Treasurer s Report was approved on a motion by Mr. Seidel, seconded by Mr. Naddeo, and approved unanimously. Vote 2: The Treasurer s Report was approved as submitted. 5. OPERATIONS REPORT. The Operations report was presented by President and CEO Kirk and is attached to these minutes. Areas of emphasis included: a. Considerable staff time has been devoted to preparations and planning for the Sea Blue Walk taking place tomorrow. Us TOO workload has increased substantially due to the reduced presence of Wellness Place on this event, but the Us TOO share of net proceeds has increased proportionally. 4

6 b. Other activities are described in the attached report. 6. BOARD MEMBERSHIP COMMITTEE. a. A new Board Member Application Form was presented to the Board. b. There are currently two vacancies on the Board which we should fill prior to the December Board meeting. c. The terms of four current Board members [Cvikota, Mills, Rieder, Rumsey] expire at the end of the year. All can run for another three years. (All are currently in unfilled positions and are now eligible to run for their first three-year term.) Mr. Hardy will talk with each of these current members to determine their intentions. 7. DEVELOPMENT COMMITTEE REPORT. a. Mr. Mills noted that the staff has done very well with donations; we are currently at $300,000 in corporate support, which is $22,000 (8%) above the same period last year. The Boardwalkers Team for the Sea Blue Walk is above 75% of its goal and is expected to achieve the full $20,000 by October 31. The Boardwalkers amount, up to $20,000 will be matched by a donation from Pints for Prostates. Mr. Mills also mentioned the Fall Campaign coming up. Mr. Kirk described the current Wearever promotion with its link on the Us Too website; this marks the first time Us TOO has endorsed a product. b. There was considerable discussion about the recent event in Atlanta, which achieved several objectives in fund raising, outreach to the African-American community, and development of relationships with other regional organizations fighting prostate cancer. This is an outgrowth of the Town Hall meeting held there last year. Such results are the primary objective of the Town Hall meetings. c. Mr. Cvikota described a local fund raiser he is about to embark on whereby organizations tending bar at a particular establishment on Monday night get 30% of the net proceeds for that period. This may be an approach that could be used in other cities as well. 8. FINANCE COMMITTEE REPORT. a Audit and Tax Submissions Mr. Ahrens reviewed the key points of the auditor s report and the Form 990. The main area of concern was in regard to the handling and control of funds belonging to local chapters but maintained by Us TOO. This issue will be addressed in the coming year. The auditor s report was accepted on a motion by Mr. Seidel, seconded by Mr. Rieder, and unanimously approved. Vote 3. The 2013 Auditor s Report was accepted. b Auditor Recommendation for 2014 Tax Year - The Finance Committee recommended securing the services of the current auditors for tax year 2014 at a cost increase of $500. The securing of these services was authorized on a motion by Mr. Ahrens, seconded by Mr. Mills and approved unanimously. 5

7 Vote 4. Services of the current audit firm were approved for the 2014 tax year. c Budget i. Website maintenance and the Hotsheet are known commitments. ii. There was some discussion about making 25 th Anniversary events a separate line item on the budget. It was decided that while tracking of such expenditures could be made in addition to the regular chart of accounts, the regular chart of accounts should be used since so many of the anniversary activities would fall into normal expense categories such as education. iii. Chairman Rieder tasked the Program Committee with reviewing and updating the program priorities defined at the beginning of 2014, as this would be helpful in developing the budget. 9. PROGRAM COMMITTEE REPORT. A report was presented by Mr. Seidel and is attached to these minutes. a. Chapter Survey i. The chapter survey is running way behind the planned schedule with only 33% of the surveys completed to date. The consensus was for all Board members to complete their surveys by October 31 st so that a final report of findings could be presented to the Board at the December meeting. ii. Non-responsive groups. (a) If no contact can be achieved after two s and two phone calls, note this on the survey form and turn it in as completed. Disposition of such groups will be determined after completion of the survey. (b) If word is received that the group is no longer meeting, note on the survey form who provided that information and turn the survey form in as completed. (c) If word is received that the group IS meeting but contact with a group representative cannot be achieved, make a note to this effect on the survey form and follow the procedures outlined in (a) above. b. Non-standard groups Two situations were discussed. i. International Groups that show as Us TOO on the Us TOO website but which in fact are not Us TOO groups and are actually affiliated with other groups in their own countries. It was decided that these groups should continue to appear on the Us TOO website but should not be identified as Us TOO groups. ii. Non-meeting groups, such as active locations that do not physically meet but maintain an active call-in or Internet presence. Make a note to this effect on the survey form and turn it in. New categories of groups (in addition to the existing chapter and support group ) can be created post-survey if the need warrants such action. c. Policy for disaffiliation of chapters / support groups The third word imperative should be changed to required. The new policy was approved as amended on a motion by Mr. Hoffman, seconded by Mr. Mills and a unanimous vote. Vote 5. The amended policy for Disaffiliation of Chapters / Support Groups was approved. 6

8 d. 25 th Anniversary Working Group Mr. Hammack brought the Board up to date on current strategies. Two types of activities are being developed. i. A two-day educational event with an emphasis on developing chapter / support group leaders with a recognition dinner on the first evening. The event is targeted for Chicago in the April June time frame. If adequate sponsorships can be obtained, Us TOO would provide the hotel room for the first night and all meals. ii. A series of short video / public service announcements for use by the chapters and support groups as well as the home office. These would highlight the activities of Us TOO and seek donations. e. The report of the Program Committee was accepted on a motion by Mr. Rumsey, seconded by Mr. Mills, and unanimous vote. Vote 6. The Program Committee Report was accepted. 10. OLD BUSINESS. None not already covered in discussions. 11. NEW BUSINESS. a. Chairman Rieder noted that the IRS-approved reimbursement rate for volunteer mileage is currently $0.14/mile, not the $0.56 that currently appears on the form. The $0.56 rate is the correct rate for staff members; the $0.14 rate applies to volunteer time. A corresponding adjustment to the form will be made. b. The need for a Board self-assessment was discussed. Mr. Kirk will send copies of the old form to all Board members. The need for such a repeat survey will be determined prior to the next Board meeting. c. A personnel matter involving a staff member was brought to the Board s attention and was discussed. The decision to make no changes in current practice was made on a motion by Mr. Ahrens, seconded by Mr. Mills and unanimously approved. Vote 7. No changes will be made in current personnel policies or practices. SUMMARY OF BOARD ACTION. Vote 1: The minutes of the meeting of June 7, 2014 were approved as amended. Vote 2: The Treasurer s Report was approved as submitted. Vote 3. The 2013 Auditor s Report was accepted. Vote 4. Services of the current audit firm were approved for the 2014 tax year. Vote 5. The amended policy for Disaffiliation of Chapters/Support Groups approved. Vote 6. The Program Committee Report was accepted. Vote 7. No changes will be made in current personnel policies or practices. The meeting was adjourned at 4:45 PM. Respectfully submitted, William L. Seidel, Secretary 7

9 [ATTACHMENT] TRESURER S REPORT: September Board Meeting Our Total Assets at the end of July are $964,474, the best all year and about the same as last year (less than 1% ahead). At our last Board meeting we reported the April statements (our low point for the year); the July statements show us $124,052 or 14.7% ahead. We have cash-on-hand and investments of $927,594; $14,696 or 1.61% more than last year at this point. Compared to April, we are $126,257 or 15.8% ahead in our cash and investments. Our Investment account #520 is 12.35% over last year at this time and is now $428,651. Our cash fund #451 is now 7.78% over last year at $275,543. We have less money in the bank than last year by about $52,306 at $223,199 keeping us below the FDIC insurance level. At the end of July we have $382,015 in the Deferred Restricted Revenue account, up by $81,897 or 27.3% over July last year. We hold $128,654 for the support groups/chapters which is up by $29,730 over last year or 30% and we have $253,360 for our home office projects which is up by $53,107 or 26%. We moved $58,368 in July and a total of $209,031 so far this year for our projects which is $65,578 or 46% more than we did last year when our attention was more drawn away from funded projects. Our Profit & Loss Statement shows us with Income 25.34% or $87,482 more than last year. The one area behind last year so far is Fundraising events. The SEA Blue Walk & Run is slower than last year at this point, although several corporate supporters such as Amgen and Abbvie have been received since this statement. On the Expense side, we have spent $2,900 more than last year despite having been paying SEA Blue bills this year as Wellness Place did in past years. These bills have added approximately $21,000 to our expenses. That factored in, we are actually under-spending compared to last year. This leaves us with a Net Loss on the Profit & Loss Statement of only $ or less than 1% which is significantly less than last year and to Approved Budget. To the Approved Budget we have $115,861 or 36.6% more Income than planned and have under-spent by $158,410 or 27%, even with the SEA Blue expenses added. The only line we overspent has been Postage & Delivery. Our Other Income lines which show investment earnings are behind last year by 68%, however when added to show our Bottom line Net we show a positive Net of $14,273 or $52,882 better than last year s Net loss of $38,549 at this point. The Finance committee and the Audit subcommittee had discussion on the initial Draft of the Audit and Taxes on 7/22/14 prior to their submission. The Minutes appear in the Board Book. Tom also assured the client representation letter was sent to the Auditors following the call a copy of the letter is also in the Board materials. Tom has asked the Auditors for a proposal for services next year. 8

10 [Attachment] Operations Highlights: June, July and August 2014 Week of June 2nd: ASCO concludes and Bayer Global Advocacy meeting Tuesday the 3rd, SEA Blue staff meeting Wednesday the 4th, Finance committee Wednesday the 5th, Board meeting held at Hyatt Rosemont Friday and Saturday the 6th & 7th Week of June 9th: John to Atlanta for August event planning, Wellness Place Board meeting Tuesday the 10th, John, Jeff and Tom had conference call on Wednesday the 11th, Bill in office for meeting on Thursday the 12th, Audit follow-up visit on Friday the 13th and News You Can Use articles/ sent, Federal reporting forms sent Week of June 16th: Marketing firm meeting on Monday the 16th, Wellness Place Board meeting Tuesday the 17th, Webpage draft work continues Week of June 23rd: Wellness Place Board meeting Monday the 23rd, Wellness Place interviews Tuesday and Wednesday the 24th & 25th, Marketing firm meeting Tuesday the 24th, HotSheet mailing day Friday the 27th, Wellness Place Search committee meeting Saturday the 28th Week of June 30th: List of 3 Board candidates sent to Jerry Hardy for Board Membership, Tom to AUA AQUA Registry meeting Tuesday & Wednesday July 1 & 2, Office closed Friday July 4th Holiday, Compensation survey for NHC completed Week of July 7th: Meeting with ADT representative Tuesday the 8th, Terri in office Thursday & Friday the 10th & 11th, Auditor in office Thursday the 10th for final walk-through, call with Bill Seidel, former Board member Bill Palos in office with Northwestern researcher (Frank Penedo, PhD), News You Can Use out and Jerry Hardy call on Friday the 11th Week of July 14th: Janssen representative in office Monday the 14th, SEA Blue staff meeting/call, call with Jeff Mills, Update to Board on the 16th, Pints for Prostates call on Thursday the 17th on a potential TX meeting, followup ADT meeting on 401 (k) plan, radio interview for Atlanta event Thursday the 17th, interview call with sponsor Invivo staff on Friday the 18th and Better Business Bureau informs Us TOO we successfully meet all standards. Week of July 21st: Wellness Place Board meeting on Monday the 21st, Wellness Place conference call Tuesday the 22nd, Finance committee Audit subcommittee call on the Audit & Taxes, 25th Anniversary committee call Thursday the 24th, Friday the 25th, Terri, Bob Sherman, Ed Kaps, Tom C and volunteers in the office for HotSheet mailing and Saturday the 26th Patient Conference held at Northwestern and radio interview for Atlanta event Sunday the 27th Week of July 28th: Two SEA Blue staff meetings Monday the 28th, Tom to DC for Prostate cancer Roundtable Tuesday the 29th & 30th, Chuck covers clinical pathways call on the 29th, John s surgery in NYC on Thursday the 31st, Chuck attends UPS health fair on Friday August 1st, INSYS advocacy meeting cancelled, American Legion meeting presentation dropped, final Audit & Taxes in office Friday the 1st Week of August 4th: Mark in office for June statements on Monday the 1st, radio interviews for SEA Blue on Tuesday the 5th and Thursday the 7th, Tom and Chuck to Atlanta Friday the 8th for the Community Awareness event on Saturday the 9th, Delta pilot confirms SEA Blue in Delta magazine, IL taxes mailed Wednesday the 6th, Chuck on clinical pathways call Thursday the 7th, 30 days away from September 4th Blues Benefit Concert Week of August 11th: Wellness Place Board meeting the 11th, 25th workgroup call #2 Tuesday the 12th, Executive committee Wednesday the 13th, Tom to Denver for a planning meeting with PCEC, PHEN and pharmaceutical representatives Thursday the 14th & 15th, 30 days away from Board meeting and SEA Blue Walk & Run. 9

11 Week of August 18 th : Open House at CTCA, SEA Blue staff meeting, conference call with Dendreon, Tom, Tom and Chuck to Joliet support group, in-office meeting with AMS, Genomic Health proposal discussed (prepare before end of September $10,000 and interest in 2015 event, HotSheet out Week of August 25 th : John back in office, Mark in for Financials, media interview, Development committee Week of September 1 st : Labor day office closed Monday, Wearever project starts, Terri in for September activities, SEA Blue staff meeting, Terri on WGN News, Buddy Guy s event, Tom to LA for Stand Up 2 Cancer and PCRI meeting, conference call with Sanofi submit proposal for HotSheet $25,000 and interest in 2015 event, Support group article in PCRI s Insights Week of September 8 th : Board and SEA Blue event preparation, Prostate Cancer Speaks conference call, SEA Blue staff meeting, call on Atlanta activities planning. News You Can Use articles out, Caymen Jack notification back in again, Valvoline follow-up. 10

12 [ATTACHMENT] Program Committee Report Focus since the last Board meeting has been on the following four areas: 1. Chapter Survey. a. Management Overview: Disappointing i. Only 33% of surveys completed ii. Six of thirteen Board members do not appear to have participated at all. iii. Some did quite well (see chart). 1. Jim Hammack: 100% 2. Jerry Deans: 100% 3. Keith Hoffman: 65% b. If we are going to follow through on this survey, a different approach seems mandatory. c. If we continue with the survey, what do we want to do about: i. Groups that do not respond and appear to be inactive? ii. Groups that do not respond but appear to be active? d. Other questions / comments / issues on this subject? 2. Non-standard groups. a. [NOTE: We will be discussing a procedure for dropping known inactive groups in the next section.] b. International: There are several international groups shown on our website as Us TOO groups that are not actually affiliated with Us TOO but are affiliated with their own national organizations instead. (These are mainly in Australia and Canada.) Should we continue to show these groups as Us TOO on our website? c. Non-meeting groups: There are actually quite a few groups that never actually meet but are nevertheless quite active. Some serve as call-in centers. Some serve as localized bulletin boards. There are other variations as well. Our Teaming Agreement recognizes only Chapters and Support Groups. What do we want to do about Us TOO presences that are by definition neither chapters nor support groups? 3. Policy for Disaffiliation of Chapters / Support Groups. Per instructions from the last Board meeting, a draft policy was been developed and circulated on July 31 st for review, discussion and possible approval at this meeting. [Board Book, pp 25] a. Discussion: b. Vote? th Anniversary Working Group Report (Jim Hammack). 11

13 Surveys Completed as of September 15, Name Assigned Complete Complete Todd % Fred % Tom C % Jerry D % Jim H % Jerry H % Keith % David % Jeff % Jim N % Jim R % Dexter % Bill % Total % 12

14 October & November 2014 Draft Executive Committee Minutes 13

15 Us TOO International Executive Committee Minutes, October 14, 2014 ATTENDEES: Todd Ahrens, Tom Kirk, Jeff Mills, Jim Rieder, Bill Seidel Call to Order. The meeting was called to order via conference call by Chairman Jim Rieder at 5:02 PM. While there was no formal agenda for the call, the primary purpose of the meeting was to discuss succession planning for the CEO and President position in general, and the future retirement of the current incumbent Tom Kirk in particular. Discussion: Succession. Mr. Rieder initiated the discussion with the following points: Discussion of this topic does not suggest a desire for Mr. Kirk to retire quickly. Quite the contrary, Mr. Rieder s hope is that Tom will stay on full time at least through the 25 th anniversary celebration next year. The organization is in a better position at the moment than it has been for some time. This does not mean the topic should go unaddressed. There does not appear to be a need for a policy so much as there is for a plan. A draft of such a plan should be completed and presented to the Board of Directors for approval at the December 6 th meeting. In his experience, the usual approach is for the Board of directors to form an ad hoc Search Committee. The hiring of an outside search firm specializing in non-profit executives is frequently required. A new job description would appear to be a key requirement, one considerably less verbose than the current version. Mr. Kirk raised the following issues and concerns. He is not planning to leave anytime soon, although he is of retirement age, is looking forward to some of the aspects of retirement, and his wife is urging him to move in that direction. A concern is that Executive Committee members do not have a good understanding of what has happened over the last ten years. Changes in CEO are times of increased risk for organizations. He cited the examples of Wellness Place and his wife s former association. He feels pretty comfortable with where we are and where we are going. Succession planning is a good time to re-evaluate the future direction of the organization and the resulting qualifications for the next President & CEO. Mr. Seidel commented that while the type of planned succession we have been discussing is important, we also need to plan for an emergency succession with little or no advance notice. Mr. Ahrens concurred in this assessment and briefly summarized the succession policy at his company. Mr. Mills mentioned that there was no formal succession plan for his position at his company. 14

16 Timing and Notice. Mr. Rieder raised the question about timing and required notice. Mr. Seidel mentioned that it was his belief that an organization cannot legally require much in this regard, even in a contractual relationship. Mr. Mills stated his belief that there should not really be any expectation of notice. There was minor discussion about internal candidates, especially Mr. Strand, but no conclusions drawn. Discussion: Mr. Kirk s Retirement There is a current plan in place for all full time employees of Us TOO. Until 2013, it consisted of a 401-K employer contribution of 10% and a Safe Harbor contribution of 3% (total 13%), administered by Paychecks. Beginning in 2013, the 401-K employer contribution was reduced to 4% (total 7%). The following comments were noted about the path forward. Next Steps. (Mr. Seidel) We appear to need retirement plans for all fulltime positions at Us TOO. (Mr. Ahrens) We may need two plans for the CEO and President position: one for the position itself, and a separate one for Mr. Kirk, given the relatively short period of time between plan development and his prospective retirement. (Mr. Rieder) We need to learn when each current employee had their last salary increase. What Who When Provide copy of retirement plan at his company Mr. Ahrens COMPLETED Send Bill a copy of his recent on thoughts regarding Mr. Kirk COMPLETED retirement Develop a straw model succession plan and forward to Mr. Seidel Oct. 22, 2014 Executive Committee members PLEASE NOTE THAT THERE ARE NO NEXT STEPS FOR THE RETIREMENT ISSUE. The meeting was adjourned at 5:47 PM. Respectfully Submitted, William Seidel, Secretary, Us TOO International 15

17 Us TOO International Executive Committee Minutes, November 4, 2014 ATTENDEES: Todd Ahrens, Tom Kirk, Jeff Mills, Jim Rieder, Bill Seidel Call to Order. The meeting was called to order via conference call by Chairman Jim Rieder at 5:03 PM. While there was no formal agenda for the call, the topics for discussion had been outlined in a previous from Chairman Rieder. Emergency Executive Succession. There was discussion of a straw model emergency succession plan circulated to the committee the previous week. There was general approval, with the exception that a provision be added to Paragraph 1 requiring Board approval of the designated senior administrative staff member. Mr. Seidel will revise the document accordingly and circulate it to Committee members. The goal is to have the policy approved at the December Board meeting. There was discussion as to whether or not this should be a policy or a plan. It was decided that it should be a policy and added to the existing Us TOO Policy Manual. 25 th Anniversary Planning. Mr. Seidel brought the committee up to date on current status, with the following key points: We are at a crucial point where things need to start getting locked down or we will have serious difficulty providing the type of celebration everyone wants. There have been some fairly significant communication problems among participating Board members and between Board members and staff. The problem stems, at least in part, from a somewhat more active position being taken by the Board this time around as compared to the 20 th anniversary. Mr. Kirk and Mr. Seidel will meet to clarify respective roles and responsibilities for both Board members and staff. The date of the primary event (seminar / dinner) is in flux, and at this point could be anywhere from late April to late July. The cause for delay is to take best advantage of recently developed opportunities to secure required facilities at a lower cost. Terri Likowski is handling these negotiations. Most of the planning focus, and confusion, to date has surrounded the possibility of a 5-7 minute video associated with the 25 th Anniversary. This project requires much clarification before proceeding, and Jim Hammack expects to call a meeting next week to get this moving along. A concern / question arose regarding possible participation in any Request for Proposal by a company with a potential Conflict of Interest with a Board member. It was decided to deal with that issue on its merits if and when it arose. It was also noted that Mr. Ahrens wife has expertise in this area and would be willing to assist. Pay for Staff Vacation not Taken. The immediate question deals with the fact that the President and CEO has seldom if ever taken all of his vacation, yet has never been paid for vacation not taken. This issue is addressed in the Us TOO Employee manual. Such payment is allowed under certain 16

18 circumstances, but this provision lacks a procedure for approving such pay for the President and CEO. Mr. Seidel circulated a straw model revision of this provision a week ago. This was discussed, and several changes were recommended, changes that make the revision look more like the original. Mr. Rieder emphasized his belief that employees should be forced to take a certain amount of vacation or lose it. It was pointed out that this requirement is already contained in the Vacation provision of the Employee Manual. Mr. Seidel will prepare and circulate this revised draft to Committee Members for discussion. Executive Session. The committee then went into Executive Session to discuss year-end salary considerations. Minutes from this segment will be published in a separate addendum. Next Steps. What Who When Add Board approval to Paragraph 1 of straw model emergency succession plan and circulate to Executive Committee members. Seidel Nov 5 Define respective 25 th Anniversary roles and Kirk Nov 14 responsibilities for staff and Board Seidel Lock-in facility and pricing for 25 th Anniversary event Kirk Dec 6 Present draft outline of 25 th Anniversary plan to Board Seidel Dec 6 Revise and circulate to committee members a draft vacation provision of the Us TOO Employee Manual Seidel Nov 5 The meeting was adjourned at 6:03 PM. Respectfully Submitted, William Seidel, Secretary, Us TOO International 17

19 Us TOO International Policy for Emergency Executive Succession S T R A W M O D E L SUBJECT: Emergency Executive Succession DATE: T-B-D REPLACES: New POLICY: The President and Chief Executive Officer, with the concurrence of the Chairman, Us TOO International Board of Directors, shall have no less than one senior administrative staff member familiar with Board of Directors and Chief Executive Officer issues and processes. The Chairman, Us TOO International Board of Directors, is responsible for administering this policy. The President and Chief Executive Officer is accountable for policy compliance. PROCEDURE: 1. At the beginning of each calendar year, the President and Chief Executive Officer shall advise the Board of Directors, in writing, the name of the senior administrative staff member designated to be familiar with Board of Directors and Chief Executive Officer issues and processes. This designation may be changed at anytime throughout the year by advising the Board of Directors of such in writing. 2. Emergency Executive Succession can be declared by the Chairman, Board of Directors under the following circumstances. a. The unplanned departure of the President and CEO through death or resignation. b. The temporary incapacity of the President and CEO, as determined by an emergency meeting of the Executive Committee, Us TOO International Board of Directors. 3. The following sequence of events will occur in the event that Emergency Succession is declared. a. The Chairman, Us Too International will immediately assume temporary responsibilities of the President and CEO. b. An emergency meeting of the Executive Committee, Us TOO International Board of Directors, will be called at the earliest practical time. This may be either a physical or teleconference meeting. This, and possibly subsequent meetings, will determine the following: 18

20 i. An interim division of President and CEO duties and responsibilities among staff and Directors of Us TOO International. ii. The need for an Executive Search Committee. 4. If and when it is determined that a replacement President and CEO is required, an ad hoc Executive Search Committee will be formed to organize and conduct a search for a new President and CEO. 19

21 Draft Committee Minutes/Updates 1. Board Membership Committee, October 29, Program Committee: a. November 13 th 25 th Anniversary meeting b. November 25 th Conference call 3. Finance Committee: Scheduled December 3,

22 Board Membership Committee Draft Minutes, October 29, 2014 Attendance: Jim Reider, Todd Ahrens, Keith Hoffman, Jim Hammack, David Lubaroff and Tom Kirk. Absent: Jerry Hardy. 1. Call to Order: The meeting was called to order by Board Chairman Jim Rieder at 3:38 Central. Jim explained that committee Chairman Jerry hardy is still out from his back surgery. 2. Agenda Review: The agenda included potential interviews for 2 vacant positions, the 4 Board members up for term extensions, discussion of the 2015 slate of officers and any new business. 3. New applications: There was discussion of the three applications from Peter Friend, Chad Little and Jim Schraidt. It was agreed following discussion of all three that we should interview all of them before the Board meeting if possible. There was a suggestion that Tom will find out if Jerry is well enough to lead to interview calls. 4. Current Board Members: It was agreed that Dexter, Jeff, Tom C. and Jim R. all should be contacted to see their interest in continuing. There were assignments made for the calls. 5. Slate of Officers: There was discussion and consensus that it would be wise for the committee to recommend the same slate of officers for There was a motion made by David with a second by Keith which was accepted unanimously to recommend the same slate of officers. 6. Wrap-up, Adjournment: Jim concluded the call at 4:06 Central. 21

23 Us TOO International 25 th Anniversary Working Group Minutes, November 13, 2014 ATTENDEES: Jerry Deans, Jim Hammack, Keith Hoffman (arrived 4:55 PM), Tom Kirk, Terri Likowski, Jim Rieder, Bill Seidel Call to Order. The meeting was called to order via conference call by Chairman Jim Hammack at 5:03 PM. Discussion. Roles & Responsibilities. Bill Seidel described the RACI Chart (version 13Nov ) outlining roles and responsibilities for the 25 th Anniversary event planning. Update (Tom Kirk). o LOCATION: Hyatt Regency O Hare in Rosemont, IL. o DATES: June 19 & 20. Terri Likowski will lock these dates in with the hotel this evening. More detailed planning for arrangements is not thought to be required at this time. o THEME / NAME: Take Action / Get Connected o GUEST LIST: Will await final definition of the focus / objective of the event. o PAID ITEMS (included in registration fee if any for attendees) Preliminary estimated minimum cost for 200 people is $50,500. Meals: Friday box lunch, Friday night dinner, Saturday breakfast, Saturday box lunch. No snacks are included in the $50,500 minimum Rooms: There was some discussion about whether hotel rooms for attendees would be provided at no cost to attendees. General consensus was that they should not, but there was no decision. Tom & Terri will research what was done in the past, but personal hotel rooms are not included in the $50,500 figure. Transportation expenses generally will not be paid. Speakers / honored guests. Transportation and hotel rooms may be provided for these people as required. Honoraria requirements will be negotiated on a case-by-case basis. o COMMUNICATION. Communications from the 20 th Anniversary event were reviewed. All communication issues will be handled by the staff, but this Working Group needs to be consulted and kept informed of progress before various components are developed and rolled out. o VIDEO. A proposal in response to Mr. Hammack s RFP was reviewed and the following decisions made: The sum for Option Two of the proposal in the amount of $16,500 will be included in the 2015 budget, although dedicated funding is yet to be secured. Further planning and implementation for the video will be separated from 25 th Anniversary Event planning. No structure or responsibilities for further development of the video were determined at this meeting. 22

24 Presentations / Topics. Time did not allow for discussion of this agenda item. Both subject matter and format (plenary or working group) remain to be determined. Bill Seidel will get with Working Group members individually to develop a draft consensus and will then call a conference to secure a final agenda. Next Steps. What Who When Lock-in June 19 & 20 dates with Hyatt Regency O Hare Likowski Nov. 13 Develop draft agenda including topics and format Seidel Nov. 22 DEVELOP NEXT STEPS FOR VIDEO UNASSIGNED OPEN The meeting was adjourned at 6:03 PM. Respectfully Submitted, William Seidel 23

25 Other Board Book Materials - Draft Us TOO Calendar (November 2014) Board Committee Assignments (December 2013) 24

26 Us TOO International: 2015 Calendar November 2014 QUARTER I: Closed New Year Day (Thursday) and President's Day (Monday, 2/16/14) January: 2015 SEA Blue permit application with City of Chicago, Year-end work carry-over (Board committee assignments and audit preparation), carry-over project work from 2014 continues/begins (25 th Anniversary planning, Hormone brochure, the HotSheet, etc), grant application discussions, Dr. Crawford's 25 th Int'l PCa Update Conference (21-24, Vail, CO), Possible Genomic Health meeting with advocates in CA February: NASPCC Advocacy Training event (Chicago, first weekend in February), SEA Blue Thanks/kick-off, NHC 28 th Annual Leadership Conference, Changing the Game (11-13, Ponte Vedra Inn, FL), ASCO GU Symposium (February 26-28, Orlando, FL) **March: Quarter I Board meeting, possible Audit team site visit (here or in March), Zero Policy Summit in DC (16 th - 18 th ) QUARTER II: Closed Memorial Day (Monday, 5/25/15) April: Possible Roundtable meeting in DC May: Federal/State tax filings (or extension until August), AUA (15-19), New Orleans, ASCO's Annual meeting (May 29- June 2, Chicago), Possible Us TOO Business Leadership Council meeting **June: Quarter II Board meeting, Potential Business Leadership Council meeting, Men s Health Month (Father s day June 21), Potential Fundraising ask campaign, Us TOO 25 th Anniversary meeting (19 th -20 th ) Hyatt O Hare. QUARTER III: Closed Independence Day (Thursday, 7/4/15) and Labor Day (9/7/15) July: Active corporate sponsorship activities, follow-up to ASCO, Possible Prostate Cancer Roundtable in DC August: September PC Awareness Month preparations, possible Tax filings if extension filed in May September: PC Awareness Month, **Quarter III Board meeting,11 th Annual SEA Blue Prostate Run/ Walk (13 th or 20 th, Chicago), Pints event in Europe, PCRI Annual conference in LA QUARTER IV: Closed: Veterans Day (11/11/15), Thanksgiving and Day after, (11/26-27/15) Christmas Eve & Christmas Day (Thursday & Friday, 12/24-25/15) October: SEA Blue Walk & Run fundraising continues November: Movember activities **December: Quarter IV Board/Annual meeting, end of year fundraising and audit preparation, Possible Prostate Cancer Roundtable in DC Unknown dates in 2015 Us TOO Prostate cancer Business Leadership Council (PCBLC) meeting, NCCS and NCCN Roundtable meetings, My Prostate cancer Roadmap calls and meetings, Us TOO committee meetings, Early Access Committee-Prostate cancer (EAP). Monthly: HotSheet and NEWS You Can Use preparation and distribution 25

27 Us TOO Board of Directors 2014 Committee Assignments Executive (standing committee): Chairman, Jim Rieder; Vice-chairman, Jeff Mills; Treasurer, Todd Ahrens; Secretary, Bill Seidel Responsibilities of the Executive Committee shall be as delineated in the Bylaws and shall be made up of all four officers plus the President/CEO. The Compensation Subcommittee of the Executive Committee shall "be responsible for recommending the compensation policies and programs of the Corporation". The Executive Committee meets face-toface, at meetings of the Board of Directors, and by conference call as deemed necessary. Officers are expected to be present for all scheduled meetings and conference calls of the Executive Committee, Board of Directors, and the Annual Business meeting.* Program (standing committee): Chair, Bill Seidel, Jerry Hardy, Todd Ahrens, Tom Cvikota, Keith Hoffman, Jerry Deans, Jim Hammack Per the Bylaws this committee, the Program committee is responsible for the policy development and oversight of Us TOO s programs that encompass the areas of research and education, support groups/chapters, the Companions and Families Circles of Love program, screening and outreach through events such as awards and anniversary events. The Program committee will coordinate its activities with other committees when appropriate. (Amendment made by Board action June, 2010). The Program committee will have responsibility of providing research guidance, counsel, oversight, measurements and evaluation for all programs and operations of the Corporation.* 25 th Anniversary Event Workgroup: Chair Jim Hammack, Jerry Deans, Bill Seidel, Jerry Hardy Development (standing committee): Chair Jeff Mills, Dexter Rumsey, Tom Cvikota, Bill Seidel, Fred Allen Per the Bylaws the Development Committee shall ensure the alignment of fundraising activities and events throughout the Corporation ".* Finance (standing committee): Chair Todd Ahrens (Treasurer), Dexter Rumsey, David Lubaroff (also Audit subcommittee chair), Jeff Mills, Jim Naddeo Per the Bylaws the Finance Committee shall "make recommendations to the Board on all matters of fiscal policy." Subcommittees of the Finance Committee include the Audit Subcommittee, the Corporate Compliance subcommittee and the Investment subcommittee.* Board Membership (standing committee): Chair Jerry Hardy, David Lubaroff, Jim Hammack, Keith Hoffman, Todd Ahrens Per the Bylaws, the Board Membership Committee shall: "be responsible for recommending, evaluating and nominating all candidates for Directors of the Corporation and its subsidiaries".* Strategic Plan Workgroup: membership still needs discussion, several meetings before March Board meeting were discussed. * From Corporate Policies, Approved December