Minutes of the Board of Directors

PA State Nurses Association

November 30, 2012/Page 1

Board of Directors Meeting Minutes

Giant Food Store Community Center/Harrisburg, PA

November 30, 2012/10 a.m.

Roll Call:

Board Members in attendance:

Chris Alichnie, President; Paul Tarves, Vice President; Mary Ann Dailey, Secretary; Julia Greenawalt, Treasurer; Helen Burns, Carol Coles, Niki Hartman, Kelly Kuhns, Pat Sweeney. Absent: Donna Ayers Snelson and Andrea Hollingsworth. Board MembersElect in attendance:Patrick Kenny, Latasha Kast, Zane Wolf. Guest: Marguerite Erby SF&Company. Staff in attendance: Betsy Snook, Wayne Reich, Karen Reinert, Jennifer Neidig, and Kevin Busher. PSNA Consultant: Patti Gates Smith. Nursing Foundation of Pennsylvania: Shirl Shaffer.

Topic / Discussion / Action / Ownership
A. Report from SF&Company / Chris Alichnie opened the meeting at 10 a.m. She introduced Marguerite Erby from S&F Company who reviewed the Financial Statement handouts distributed to the PSNA Board members. The financial review, conducted by her company, represented June 30, 2011 through June 30, 2012. Marguerite reported that spending has been kept in check; sometimes PSNA spent more than budgeted and sometimes less. Overall, PSNA has done well in keeping to the budget. After reviewing the consolidated statement, Marguerite answered a few questions presented by the Board. / Motion #1: Carol Coles made a motion seconded by Kelly Kuhns that the report of SF&Company is accepted. Motion passed unanimously.
B. Approval of the August 23, 2012 minutes / The minutes of the August 23, 2012, PSNA Board of Directors meeting were reviewed. Zane Wolf noted a few grammatical errors, which will be corrected. / Motion #2: Paul Tarves made a motion seconded by Niki Hartman to approve the minutes of August 23, 2012. Motion passed unanimously.
B.1)Strategic Plan 2013-2015
2) New to Practice Task Force Update
3) Report from the PA Action Coalition
4) Executive Directors Evaluation Form / • ChrisAlichnie reviewed the draft 2013-2015 PSNA Strategic Plan developed by the PSNA Board and Staff. Several comments were made and discussion ensued. After discussion, it was agreed to accept the strategic plan as presented—it was also noted that the plan was well done.
• Latasha Kast, Co- Chair of the New to Practice Task Force reported that the Task Force is currently working on the completion of its mission statement and goals and they will meet with Keith New, who will help them develop a new social media site on the NurseFutures.com website. Chris Alichnie stated that PSNA attended the SNAP conference and obtained 225 student’s names to enter into the PSNA database.
• The written report submitted by Fran Ward, the Executive Director of the Pennsylvania Action Coalition, was reviewed. Chris Alichnie and Betsy Snook reported that Fran Ward will resign at the end of 2012; currently, Fran is working on setting up regional meetings prior to leaving. A discussion ensued regarding some of the issues that the PA Action Coalition is experiencing within the Steering Committee; it is PSNA’s desire to meet with all parties involved to resolve these issues. Betsy and Chris agreed that they will include PSNA’s Executive Committee regarding any major decision made within the Action Coalition.
• Paul Tarves reviewed the evaluation form that was included within the Board packet. Chris stated that she will ask Paul to reconvene the Executive Committee to look over the policy regarding the CEO’s evaluation and bring back to the Board in January. Ongoing, the CEO will receive her evaluation every year on her anniversary date, which is in November. / Motion #3: Pat Sweeney made a motion seconded by Helen Burns that the draft Strategic Plan is accepted. Motion passed unanimously.
FYI
The Executive Committee will be notified if any major decision is made regarding the Pennsylvania Action Coalition.
Motion #4: Paul Tarves made a motion seconded by Julia Greenawalt to accept the CEO’s evaluation tool as developed by the Executive Committee. The motion passed unanimously.
C. Report from the Treasurer / • Julia Greenawalt reviewed PSNA’s Financial statement from September 2012. She reported that it showed a gross profit of $11,294.60 and that total expenditures were under budget; all invoices are under thirty days. Increased revenue from continuing education continues as a result of adopting New York State providers and bundling options. Membership is also above budget. There are currently no large expenditures anticipated in the upcoming months. / M FYI
D. Report from the CEO / • Betsy Snook reviewed a few items on her report and indicated that the Pennsylvania Action Coalition is a finalist for a selection of a $75,000.00 grant.
• Betsy Snook reported that PSNA staff will finalize a value proposition by the end of the calendar year and begin to collect data on New Member retention. She referred to her written report and asked if anyone had questions. No questions were presented. / FYI
FYI
Recess meeting at 11:30 a.m.
Reconvene meeting at 11:40 a.m. / At this time a motion was made to recess the PSNA Board meeting to convene the Special Meeting scheduled for 11:30 a.m.
After the Special Meeting was opened and a quorum was declared another motion was made to recess the Special Meeting until after the completion of the PSNA Board of Directors meeting. / Motion #5: Julia Greenawalt made a motion seconded by Carol Coles that the PSNA Board meeting is recessed until after the special meeting.
Motion #1 made during Special Meeting: Carol Coles made a motion seconded by Julia Greenawalt that the Special Meeting is recessed until after the completion of the PSNA Board of Directors meeting.
E. NFP Report / • Paul Tarves, Vice President of the Nursing Foundation of Pennsylvania (NFP), reviewed a report showing annual fund statistics during the past two years; the report showed an increase in NFP donors.
• Paul reviewed the changes that the NFP Board members made to the NFP bylaws. Changes were made to:
Article II, Section 2, Composition--it now reads: ” The Board of Trustees consists of eleven members, no more than two of whom shall be current members of the Board of Directors of the PA State Nurses Association. The Board may include an honorary trustee(s). The officers of the Foundation shall be included in the total of eleven members. The majority of trustees shall be registered nurses, exclusive of honorary trustee(s).”
Article II, Section 5, Term of Office--it now reads: “Six trustees will be appointed in the even years, two of whom will be non-PA State Nurses Association Board members and five trustees will be appointed in the odd years, three of whom will be non-PA State Nurses Association Board members.”
Article II, Section 6, Honorary Trustee (added)--itreads: “An honorary trustee is any person who has shown outstanding leadership and commitment in time, talent, and treasure and whose tenure is to be recognized until terminated by death, resignation, or by majority vote of the Board of Trustees. The honorary trustee must be approved by a majority trustee vote. Honorary trustees are non-voting members of the Board and shall act in an advisory capacity to the Board of Trustees.
Article II, Section 9, Meeting—(a) was added and reads: “The Trustees meet as frequently as needed to fully and adequately conduct the business of the organization. At minimum the board should meet four times a year, at such date, time and place determined by the Trustees and other times as deemed necessary.
Article II, Section 10, Quorum—it now reads: ” Two-thirds (2/3) of the current number of Trustees”
Article II, Section 12, Executive Committee---the following will be deleted: “add one (1) trustee at large” and “The trustee at large shall be elected by the Trustees from among the Trustees exclusive of an honorary trustee(s).”
• Paul indicated that Betsy Walls has accepted an appointment to serve as President of the NFP for a two-year term.
• Paul stated that Marilyn Harris will resign as President of the NFP and the NFP is asking that Marilyn Harris remain on the NFP Board of Directors as an honorary trustee. / FYI
Motion # 6: The Nursing Foundation of Pennsylvania (NFP) made a motion that the PSNA accepts the NFP Board’s bylaw changes as presented to the PSNA Board. Motion passed unanimously.
Motion # 7: Paul Tarves made a motion seconded my Kelly Kuhns that Betsy Walls is appointed as the NFP President for a two-year term. Motion passed unanimously.
Motion #8: Paul Tarves made a motion seconded by Helen Burns to have Marilyn Harris remain on the NFP as an honorary trustee. Motion passed unanimously.
G. Staff
Reports / Membership:
• Wayne reported that PSNA has 2,325 members currently and his goal is to increase retention of members. He referred to his written report and asked if anyone had any questions. No questions were presented.
Communications:
• Jennifer Neidig discussed the 2013 Summit, which is currently scheduled for October 18 & 19, 2013, at the Desmond Hotel in Malvern, PA. She stated that due to Hurricane Sandy, the cancelled October 2012 Summit has been rescheduled for May 20 and 21, 2013, at DeSales University.
• Jennifer created a workbook that coincides with Cheryl Dellasega’s book “When Nurses Hurt Nurses.” Cheryl is the keynotespeaker at the upcoming Summit in May and her book and the workbook (which offers 3.0 contact hours) will be offered for purchase at that time.Betsy Snook thanked Jennifer for a job well done in helping to create this workbook, which will generate revenue for PSNA.
Legislative:
• Kevin Busher reported that all but a few of the Pennsylvania candidates supported by PSNA were elected with a 96% win rate of the endorsed candidates. PSNA did not endorse all candidates by giving them money, but gave their endorsement by giving permission to include in campaign publications and other advertising that he/she (the candidate) is endorsed by PSNA.
• PSNA’s Legislative Day will be held on Monday, April 15, 2013.
Professional Development:
• Patti reported that the CE department is extremely busy; the CE department generated approximately $100,000.00 in revenue for PSNA.
• At a recent meeting, the Continuing Education Committee developed a recommendation to increase the size of the PSNA CE Reviewer Unit from 36 reviewers to 40 reviewers to ensure that the CE Department has enough reviewers to handle the increased application submissions.
• The Cabinet on Nursing Practice and Professional Development made a recommendation to approve the Nurse Fatigue position statement they developed. A discussion ensued and a decision was made to remove the word “combat” from the position statement. Additionally, a suggestion was made to develop this paper into a CE article so nurses are aware of the issue. Another suggestion was made to bring this issue forward at PSNA Town Hall meetings.
• Patti reported that Ruth McDermott-Levy completed her two year term as co-chair of the EH Committee and Patti verbally thanked Ruth for her service and expertise on this Committee. / FYI
The cancelled Summit has been rescheduled for May 20th and 21st at DeSales University.
FYI
FYI
Motion #9: The Continuing Education Committee made a recommendation that the CE Reviewer Unit be increased to 40 members. A motion was made to accept this recommendation. Motion passed unanimously.
Motion #10: The Cabinet on Nursing Practice and Professional Development made a recommendation that the position statement on Nurse Fatigue be accepted with the removal of the word “combat” under the Association Position section of the position statement. A motion was made to accept this recommendation. Motion passed unanimously.
Adjournment / Meeting adjourned at 12:05 p.m. / After a short lunch break, the “Special Meeting” resumed at 12:20 p.m.

Respectfully submitted,

Karen Reinert, Recorder

Mary Ann Dailey, PhD, RN

Secretary, PA State Nurses Association