Us TOO International

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 sub- Page 1 of 10 D-R-A-F-T Version 23SEP14.1320

stantially due to the reduced presence of Wellness Place on this event, but the Us TOO share of net proceeds has increased proportionally. 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 threeyear 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. 2013 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. 2015 Auditor Recommendation for 2014 Tax Year - The Finance Committee recommended securing the services of the current auditors for tax year 2014 Page 2 of 10 D-R-A-F-T Version 23SEP14.1320

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. Vote 4. Services of the current audit firm were approved for the 2014 tax year. c. 2015 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 emails 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. Page 3 of 10 D-R-A-F-T Version 23SEP14.1320

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. 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. Page 4 of 10 D-R-A-F-T Version 23SEP14.1320

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 Page 5 of 10 D-R-A-F-T Version 23SEP14.1320

[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 $367.00 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 Page 6 of 10 D-R-A-F-T Version 23SEP14.1320

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. [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/email 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 email 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 Page 7 of 10 D-R-A-F-T Version 23SEP14.1320

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.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. Page 8 of 10 D-R-A-F-T Version 23SEP14.1320

[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 email 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? 4. 25 th Anniversary Working Group Report (Jim Hammack). Page 9 of 10 D-R-A-F-T Version 23SEP14.1320

Surveys Completed as of September 15, 2014. Name Assigned Complete Complete Todd 20 3 15% Fred 20 0 0% Tom C 20 0 0% Jerry D 18 18 100% Jim H 24 24 100% Jerry H 20 0 0% Keith 20 13 65% David 20 0 0% Jeff 20 5 25% Jim N 20 0 0% Jim R 20 7 35% Dexter 20 0 0% Bill 30 21 70% Total 272 91 33% Page 10 of 10 D-R-A-F-T Version 23SEP14.1320