Meeting of
Board of Trustees of the Health Wagon
Location: Wise, VA
Date & Time: June 6, 2013
Board Members Present:
Larry Kennedy, Chair
Tim Mullins, Vice Chair
Dr. Joe Smiddy, Treasurer
Mary White, Secretary
Mark Vanover
Thomas Kennedy
Randy Partin
Mark Leonard
Board Members: Excused
Sr. Jean Korkisch
Mattie Ella Hill
Frances Adams
Valarie Stewart
Others Present:
Dr. Teresa Gardner
Dr. Paula Meade
Lou Markwith
Meeting began at 5:46 p.m. Meeting opened with prayer by Lou Markwith
Chairman Kennedy noted that quorum was present
A motion was made to approve meeting minutes from 12/6/12 by Mark Vanover, seconded by Mary White.
Old Business
· None noted
New Business
· Single 2011 audit presented by Ron Bostic, Bostic, Tucker and Co. Three opinions are made in regards to the management letter presented to Teresa Gardner/ BOT in three areas: 1. CPA professional obligations, 2. Governmental/Nonprofit meet those requirements, 3. Federal obligations for single audit as dictated by meeting the obligations of comptroller of United States. CPA represents fairly fine position of organization- clean audit. In regards to internal control no weakness were found. Internal controls in reality have to be looked at every day. In regards to federal, each program has a matrix for federal obligations to be made and nothing out compliance was found. In regards to statement of financial position (balance sheet) most assets were in cash at end of 2011. Income statement looked good (revenues/expenses/what balance remaining) – $200K spent less than revenues. They now have everything in place to have more timely audits. At conclusion of audit it was determined that this was a low risk report/audit which is considered very good.
Motion by Mary White to accept the audit, seconded by Tim Mullins.
· Lou Markwith consultant with DeWitt Associates, presented an update on donor cultivation program and naming opportunities for the building (in memory of or in honor of and this would be a one-time donation). Quasi endowment would be to support ongoing operations and maintenance of the building. If needed funds could be utilized for operations. Motion made by Dr. Joe Smiddy approving this project with money funds would go into quasi endowment, motion seconded by Thomas Kennedy.
Mr. Markwith’s second recommendation is that Richard and Leslie Gilliam are giving naming opportunity for building (not clinic, but building itself). This would not take away from recognition of brand name of the Health Wagon. Dr. Smiddy suggests Dr. Gardner going back to Carl Snodgrass to make phone call. Also, suggestion made to send monthly letter/communication with number of patients served as method of establishing positive relationship with them. Dr. Teresa Gardner and Dr. Paula Meade visited them in Charlottesville and they have since toured the building. Marcia Gilliam suggested as another potential contact.
Dr. Smiddy makes motion for Dr. Gardner to contact Carl Snodgrass regarding approach, seconded by Tim Mullins.
· Lou Markwith addressed HW bylaws and made the following suggestion: delete 4.3c, discussed 4.6 use of Proxy, 5.2 compliance of election and term of office, 10.2 financial records available on website; 11.1 board has opportunity to review bylaws annually or determined period. Committee was established to review the bylaws. Mark Vanover, Tim Mullins, Larry Kennedy, and Thomas Kennedy will serve on committee; they will review bylaws and reports back to board needed revisions/suggestions.
· RAM Update given by Dr. Teresa Gardner, medical matrix progression, Dr Joe Aloi will serve as medical director. ABC Nightline will be coming to RAM this year, Joe Smiddy advises healthcare and RAM Knoxville is in a transition phase. Stan Brock persistently has said that every person in SW Virginia needs access to clinic at least every 6 months and one of his proposals is to raise money for tractor trailer type unit which will increase access to RAM clinics. UVA may partner with HW to give additional medical outreaches. RAM possibility recruit of Dr. London of gastroenterology associates if liability issue is resolved. Mark Leonard is agreeable to supplying facilities for full colonoscopies per Dr. Gardner’s recommendation who will contact Sherry Anders.
· Saltville Unit accepted offer of $200,000, but then AGI was contacted and they agreed to a new mobile unit at the price of $227,000 for new mobile van. Saltville unit was three years old. Dominion has given $75,000 and the $10,000 for the Society of Propagation of the Faith. Request has been made to the USDA for a possibly donation of $25K but may not know if approved until fall. The HW continues to need approximately $140K to complete the project. The mobile unit will be ordered next week with ½ down and the remainder due when delivered. Randy Partin will consider picking up unit in California and driving to Virginia.
· Clintwood Building is now being offered at $205. An offer of $175 was rejected by Larry Combs. Dr. Teresa Gardner, Dr. Paula Meade and Randy Partin met with the IDA last night and they have approved to give us a section of land at no cost. Randy Partin discussed benefits of Combs building versus a new building that would be more beneficial for the needs of the clinic. Development of the land may present an issue. Mark Vanover made the motion that we gratefully accept this land donation contingent on the ability to utilize the property in the manner the HW needs to use for it, Dr. Joe Smiddy seconded the motion.
Organizational and Budget Reports:
· Operations report was presented to the board with pertinent topics addressed by Dr. Teresa Gardner.
Board Committee Reports:
· Fund Development Committee, Tim Mullins, no report
o Rick Boucher assisting with corporation funding for the new mobile unit.
o Board Cultivation Donor Program with Lou Markwith
o Partnering with MEOC regarding grant funding with Community Garden
· Policy and Procedure Committee-no report
· Program Development Committee- no report
· Personnel Committee- Dr. Teresa Gardner discussed new additions, changes
o Dru Morgan, Josh Lee, Lori Looney hired as temp for RAM. Alana Yates resigned effective 5/31/13 due to pregnancy; Andrew Bledsoe has been hired as Administrative Assistant to replace her.
· Finance and Investment Committee- Dr. Teresa Gardner
o Portfolio from Morgan Stanley reviewed
· Patient Advisory Committee- Tim Mullins
· Nomination Committee- Larry Kennedy
Donor Cultivation Program delivered by Lou Markwith
· Four meetings planned: September 17,2013 November 12,2013 Febuary 18,2014 and April 29,2014 ( last one will be a dinner offsite). This will be done if efforts to solicit 5 year pledges. Board members will be involved in meeting and follow-up. An email will be sent next week by Dave Meade asking board members to identify 10 individuals that would be interested in attending the program.
Discussions: None
Next Board Meeting Date: 9/5/13 at Clintwood Community Center, and 12/5/13 (annual meeting) at Wise Office
There being no further business to discuss, action was taken to adjourn the meeting. Meeting adjourned by Larry Kennedy.
Minutes Submitted by Mary White, Secretary