board meeting minutes

Minutes of HS-USA, Inc. 1st Annual Meeting
June 18, 2003, 2:00 PM EDT
at 7362 High Hill Drive, Brighton, MI
(via live microphone on computers, with web cams as option)

1. Call To Order
   The meeting was called to order by President Kennedy at 2:10 p.m.
    
2. Roll Call of the Board of Trustees
   Members Present: Kennedy, V., Kennedy, M., Edwards, Hunter, Curtis
   Members Absent: Paige, Ferris, Rudin. Ferris was present at the beginning of
   Call To The Public and to the adjournment of the meeting.
   Public Present: various online
    
3. Approval of the Agenda
   Motion by Edwards, supported by Curtis, to approve the agenda as submitted
   ROLL CALL VOICE VOTE: MOTION CARRIED UNANIMOUSLY
    
4. Correspondence (snail mail and email) - None
    
5. Approval of the Minutes
   As this is the first meeting of HS-USA, Inc., there are no minutes.
    
6. Treasurer’s Report (emailed to trustees in advance of meeting)
   Treasurer Curtis read the report.
   Motion by Edwards, supported by Hunter to approve the report as submitted
   ROLL CALL VOICE VOTE: MOTION CARRIED UNANIMOUSLY
    
7. Old Business
   As this is the first meeting of HS-USA, Inc., there is no old business.
    
8. New Business

   A. 800 Crisis Hotline
   Issue: The hotline is for HS sufferers needing to talk with a real person and will be maintained by Tammie Ferris with the help of other HS sufferers trained in counseling. It was suggested to put this phone number on our brochures.

   After a brief discussion, a motion for HS-USA to pay for this 800 number when funds become available was made by Edwards and supported by Hunter.
   ROLL CALL VOICE VOTE: MOTION CARRIED UNANIMOUSLY

   B. Reimbursement of Expenses to Vix
   Issue: Through May 31, 2003, Vix Kennedy has spent $11,253.75 for HS-USA
   start-up costs ( including legal fees), printing of brochures, purchase of logo pins, mailing of brochures and pins and miscellaneous operational expenses.

   After some discussion, it was moved by Hunter that HS-USA shall reimburse Vix for those expenses for which he wishes to be reimbursed, with receipts as proof, when funds become available. Supported by Curtis.
   ROLL CALL VOICE VOTE: MOTION CARRIED UNANIMOUSLY

   C. Fund-raising Projects
   Issue: HS-USA needs monetary help to pay for operational and educational expenses. Discussion included several ideas, with Hunter’s idea for all HSers to collect their loose change at the end of each day, and deposit the total when sufficient amount is collected and necessary personal expenses are deducted, as the main focus.

   Other discussion, mainly from online participants, concerned means of obtaining larger donations from corporations and foundations. It was determined that several members of the HS community are experienced in writing proposals. After this discussion, it was moved by Edwards and supported by Hunter to form a grant proposal writing committee .
   ROLL CALL VOICE VOTE: MOTION CARRIED UNANIMOUSLY
    

9. Call To Public
   There ensued considerable discussion involving about a dozen members online of the HS community; the main concerns were fund raising and it was suggested that people in each state or region contact their big box stores and large grocery chains to determine what, if any, special programs they offer to collect money for charities, such as Kroger’s Share Card Program. Many other ideas also were discussed.
    
   Other discussion included making a list of doctors who treat HS, getting the word out to medical professionals via R.N.s writing articles in nurses publications.
    
10. Adjournment
    Motion by Edwards, supported by Curtis, to adjourn at 4:00 p.m.
    ROLL CALL VOICE VOTE: MOTION CARRIED UNANIMOUSLY.

Respectfully submitted,

Marilyn Kennedy, Vice-President
(for Dr. Edward Rudin, Secretary)
 

2nd ANNUAL BOARD MEETING
June 5, 2004, Nashville, TN Radisson Opryland Hotel

1. Call To Order
   The meeting was called to order by President Kennedy at 10:38 a.m.
    
2. Roll Call of the Board of Trustees
   Members present: Hunter, Ferris, Curtis, Edwards, Kennedy, Kennedy
    
3. Approval of Minutes of 1st Annual Meeting (2003)
   Motion by Hunter, supported by Ferris to approve the minutes
   Roll Call Vote: motion approved unanimously
    
4. Treasurer’s Report (Update from EOY Compilation Report)
   Motion by Hunter, supported by Edwards, to approve the report
   Roll Call Vote: motion approved unanimously
    
5. Committee Reports
   There were no committee reports as no committees were under the auspices of HS-USA
    
6. Call to Public (for additions to agenda ONLY & including internet)
   There were no additions to the agenda
    
7. Agenda Approval
   Motion to approve agenda by Edwards, supported by Curtis
   Roll call vote: motion approved unanimously
    
8. Old Business
   a.  Fundraising in small ways
   Hunter discussed the Ink Bank cartridge recycle program, reporting that the current pickup/delivery service used by the program is to be changed in the near future, expecting the new delivery service to be Purolator.  Also mentioned were SafeShop.com, My Cause.com, CafePress and the pocket change program, which has trickled off since December, 2003
    
   Sheri Solarski briefly discussed the coupon booklet program which was successful in New Jersey and Wendy Bowles shared some fund raising ideas.
    
   A hearty thank you was given to Creative Fusion (Michelle Barlow) for being our corporate sponsor this year for the conference.
    
9. New Business
   a.  By Laws Changes
   President Kennedy explained the rationale behind the changes and mentioned the importance of board members being experienced for this job, with committee work experience as a first preference.  He  also said the By Laws call for a nine member board and that there  is currently one vacancy.
    
   Wendy Bowles questioned whether a medical professional could serve on the board and this was affirmed.  Edwards queried about  the rationale behind choosing the specific dates in June for the  board meeting.   
   Motion to approve the By Laws changes by Hunter, support by Curtis. Roll call vote: motion approved unanimously.
    
   Off Topic: Concern off the Net about using HS-USA funds to support research instead of for the toll free crisis line; Ferris responded that the line was initially abused but has since been very successful in helping people, possibly saving lives (suicide prevention), and responding to questions about HS.
    
   There also was a concern about volunteer services to benefit HS-USA and the HS community not receiving reimbursement.  Hunter stated that these services are not part of HS-USA, operating independently with volunteers.
    
   b.  Elimination of Vice-President position.
   It was explained by President Kennedy that the By Laws do not  require a vice-president and that there is a concern about having two members of the same family on the Board of Trustees; also, there is a need for someone in the HS-USA office area to be a ‘Trustee in Succession,’ with enough administrative and accounting experience to be able to succeed either the treasurer or the  president should the need arise.
   Motion to approve this change by Hunter, supported by Ferris.
   Roll call vote: motion passed unanimously.
    
   c.  Spending Limits of President and Treasurer Without Board Vote.
   The rationale for this concern was explained by President Kennedy. The idea was approved and the discussion centered on what the cap should be and how the motion should be worded. Examples of expenses were stated, which include brochures, postage and shipping costs and funding of the hot line, etc.
    
   Motion by Hunter, seconded by Curtis, to approve a cap of $1,000 with checks to be written for regular, recurring expenses to corporate accounts and not made payable to an individual.
   Roll call vote: motion passed 3-1 with President Kennedy abstaining.  (Note: the vote was a total of 5, because of the vice-president position having been eliminated in item b above; The board now consists of seven members and the required quorum for voting purposes is now at least 4.
    
   d.  Robert Wood Johnson grants
   The trustees present had received information in their packets about grants that are available in the health fields for the purpose of education.  These were suggested by Barbara Couture via email.  Discussion was held on the need for a grantsmanship committee to be formed as soon as possible to explore possibilities and make applications; this type of committee was already approved by the trustees at its June, 2003 annual meeting.
    
   Motion by Tammie, supported by Curtis, to set a deadline of August 15, 2004 to have a grantsmanship committee in  Operation.  Motion approved unanimously.
    
   e.  Annual Board Self-Evaluations
   President Kennedy explained the rationale for this process and stressed the need for it as a means to assure ongoing improvement in the manner in which the Board of Trustees perform their duties and operate as a team. Discussion was held, the idea affirmed, but   there was no need for a vote on the matter.
    
   f.  Officers’ Duties
   President Kennedy read the duties of the president, treasurer and secretary as stated in the HS-USA By Laws.  This was done mainly for the benefit of those persons in the HS community who may   have aspirations to become trustees.  Participants on the internet were asked if there were any other duties that they would like us to perform.  Thankfully, there were no suggestions.
    
   g.  Requiring Committee Reports at Annual Meetings
   President Kennedy discussed the need for committee chairs to present both written and oral reports at annual meetings so that the greater HS community in the USA and other countries, as well as the participating general public, may have updated knowledge of HS-USA activities and accomplishments. There was considerable discussion on which committees actually are operating under the auspices of HS-USA; it was noted that those that are authorized by HS-USA would have possible access to funding to cover their expenses.  Discussion revealed that most committees that still are operational are independent of HS-USA, although their activities benefit the HS community.
    
   A three part motion was given by Hunter and seconded by Edwards to
   a.  bring into the HS-USA blanket those committees that are conducting activities for the benefit of HS-USA and/or the HS community and are approved by the Board of Trustees of HS-USA and
    
   b.  require annual reports of all approved committees to be provided in written form at the end-of-year (EOY) and an update through May 31st of the following year that will be delivered at the annual board meeting in both written and oral formats and
    
   c.  committees wishing to be included within HS-USA may submit their requests to any Trustee.
    
   Vote: unanimous in favor of the motion.
   Members of the Petition committee asked for board approval of their desire to be included in HS-USA and this also was unanimously approved.
    
10. Final Call to Public, including Internet
    There were no comments
     
11. Adjournment
    Motion by Curtis, approved by Edwards to adjourn. 
    Motion approved by vote and meeting was adjourned at 12:10 p.m. EDT.

3rd ANNUAL BOARD MEETING
June 18, 2005, Brighton, MI Holiday Inn Express

1. Call To Order
   The meeting was called to order by President Kennedy at 10:35 a.m. EDT
    
2. Roll Call of the Board of Trustees
   Members present: Kennedy, Curtis, Edwards, Costin, Paige
    
3. Approval of Minutes of 2nd Annual Meeting
   Motion by Edwards, supported by Curtis to approve the minutes
   Roll call vote: motion approved unanimously
    
4. Treasurer’s Report (Update from EOY, 2004)
   Explanation by Kennedy that CPA’s 2004 fees were paid in 2005
   and that the new credit card service’s access was not yet posted on web site.
   PayPal was discussed briefly.
   Motion by Edwards, supported by Costin, for approval
   Roll call vote: motion carried unanimously
   Information relative to report given by Costin per fundraising, using Albertson’s
   preferred customer card, to benefit HS-USA. Costin is the new coordinator of
   the Albertson program.
    
5. Committee Reports (updates from 2004 EOY)

   a. Crisis/Helpline (Tammie Ferris)
   Report given by Kennedy for Tammie: over half of calls were requests for
   information about HS from medical professionals. Also reported was the big
   cost-saving by switching to Cellular One from the 800 line.

   b. Petition Committee (Angel Heiskell)
   Report was given by Angel, including the number of packets sent and the cost
   to the committee for this service. The committee plans to change slightly the
   packet to include proof of our nonprofit status (501c3)

   c. Grants Committee (Dave Edwards)
   Did not get off ground due to Edwards’ job, family and personal health issues.
   This did not matter, according to Kennedy, who reported that in the workshops
   in which he participated this spring at the NEW Center in Ann Arbor, it was
   emphasized that before any major grant applications can be made, a nonprofit
   must prove 3-5 years consecutively it can raise enough funds to pay for its
   operating expenses and then after the grants expire, can prove they can continue
   this support of these expenses. Copies of our 2005 budget were made available
   and Kennedy stated that over 70% of the operating expenses were for education,
   including conferences. He also said HS-USA was unable to find a conference
   sponsor (underwriter) like we had for the 2004 conference.
   
   Joyce Ouellette spoke to this issue and Tammy Riegel volunteered to work with
   Dow Chemical as a future possibility and Laura Martin likewise with Pfizer.

   La Dele Sines, our Conference Coordinator, stated that the 2006 conference
   will be held in Seattle, Washington with the themes being pain management,
   stress and depression. She said that a flight for a participant will be
   sponsored for this conference.
    

6. Call To Public (for additions to agenda and including internet participation)
   There were no comments from the internet.
   Kennedy added formation of a Documentary Committee to New Business.
    
7. Agenda Approval
   Motion for approval of agenda by Edwards, supported by Curtis. Roll Call Vote:
   approved unanimously.
   Kennedy interjected a note about a request given him from the physician from
   U. of Michigan Hospitals, who was present during the first day of the conference;
   she asked for the names of persons in the HS community whose families had
   at least five members with HS. She has a friend who is a human geneticist
   interested in doing a study of such families.
    
8. Old Business
   a. Fundraising in Small Ways
   Various ongoing programs were mentioned, including Scrip Advantage, eScrip,
   Cafepress, InkBank, Jewel-Osco, MyCause.com, Albertsons, Food Lion, our
   own loose change fund. Special thanks to Karen Chamberlain for her efforts with
   the Jewel-Osco program and her car wash and also Lori Holcomb for donating
   50% of her profits from her internet business. Kennedy reported that efforts of
   everyone in the HS community working with one or more of the various programs
   could easily bring significant funds into our bank account; he said that, as an
   example, Shari in New Jersey, working in the Scrip Advantage program at the
   school where she teaches, has brought in almost $150 this year alone.
   
   Marilyn Kennedy suggested that when working in a fund raising program stress
   the fact that children have HS, too.
   
   Someone asked if we had a fund raising committee. Kennedy stated that we
   used to, but never really got going. It was suggested that everyone get involved
   with fund raising and not just a committee.
   
   b. Annual Board Self-Evaluations
   Kennedy stressed the need for this procedure, in order for the trustees to improve
   their working together as a group for the benefit of all HSers.
    
9. New Business
   a. Approval of Trustee In Succession to Treasurer
   Kennedy discussed the rationale behind this and also stated the importance
   of having a trustee in succession to the President, indicating his preference
   to bow out from the board within two years.
   
   Pat Harris, an employee of Comerica Bank, HS-USA’s bank, had already
   been involved with HS-USA accounting and records since February and
   was planning on installing Peachtree software to run our accounting
   programs; our CPA uses this program and therefore, the end-of-year reports
   would be made faster and cheaper. Kennedy said that he and Pat were
   planning on utilizing another program, Filemaker Pro with eBase, to track
   HS-USA’s donors and potential donors. Both these programs are available
   to nonprofits at significantly lower cost than the market in general. Pat was
   planning on being present, but she had a family emergency and was
   unable to attend.
   Motion by Edwards, supported by Paige, to approve Pat Harris as successor
   trustee to Bill Curtis, our treasurer.
   
   b. Membership Categories
   Kennedy discussed the possibility of charging membership fees to non-HSers,
   for example, individual members as well as corporate sponsors (partners), etc.
   Membership fees are a guarantee of support for operating expenses, he said.
   Discussion of fees continued, including the benefits a “member” would receive.
   Also discussed was the possibility of charging a small membership fee to
   HSers; this would make it possible to determine the actual number of active
   HSers. A Membership Committee was discussed and Curtis said he would
   chair it. Motion to form a Membership Committee to study the fee issues and
   make recommendations, by Curtis, supported by Edwards. In favor: 5,
   opposed: none. Motion carried.
   
   c. Education Committee
   Kennedy discussed the importance of having this committee to help obtain and
   lock-in speakers for conferences and other programs and to help design and
   organize conferences; this would greatly reduce the stress levels of those
   persons chairing conferences, he said,
   
   Motion to form an Education Committee by Edwards, seconded by Paige.
   In favor: 5, opposed: none. Motion carried. (Note: Tammie Ferris has already
   volunteered to serve on this committee with the HS-USA Conference
   Coordinator as Chair)
   
   d. Documentary Committee
   Due largely to the suggestions made by one of our speakers, Karen Copper, the
   possibility of forming a committee to initiate making professional-like
   documentary DVDs for the purpose of ultimately providing major PBS stations
   with ready-made material to spread the word about HS, and more immediately
   to provide similar copy for smaller PBS stations as well as for trade shows with
   our display, was discussed. It was decided to form a Documentary Committee,
   made up of those HSers, either with expertise themselves, or who have solid
   contacts with those in the industry.
   Motion to approve by Edwards and seconded by Curtis. In favor: 5,
   opposed: none. Motion carried.
    
10. For Your Information (by President Kennedy)
    Kennedy discussed the idea proposed by Shari Solarski, one of our board
    members, to break up HS-USA into regional groups, as is common among
    many organizations, in order to increase participation, etc. in events.
    HS-USA would still maintain its offices in Michigan and the regional groups
    would be treated as chapters. In the ensuing discussion, it was the consensus
    that we are not big enough yet to pull this off, as this would cost a fair amount
    of money to initiate, in order to meet IRS requirements for record-keeping
    and accounting. As for the future, it may be a possibility, it was decided.
    Kennedy emphasized the need for HS-USA to write a business plan, as
    parts or all of this document are sometimes requested by funding entities,
    in order to qualify for funds.
    
    Angel Heiskell stated that South Africa now has an HS group.
    
    Kennedy said a correction needed to be made to the Annual Report. In the
    Donations section an important entry was omitted: Maina, our webmaster,
    donates $127.40 per year plus miscellaneous unbilled items to cover web site
    costs and also she donated, in 2004, three HS Calendar prizes totaling $43.36.
     
11. Final Call To Public (Including Internet)
    None
     
12. Adjournment
    Motion to adjourn by Costin, support by Curtis. In favor: 5, opposed: none.
    Motion approved. Meeting was adjourned at 12:29 EDT