MAPS Board of Directors

Conference Call Meeting

Wednesday April 6th, 9:30 - 10:00 am

Purpose: To take action on recommendations from the Governance Committee regarding the strategic alignment exploration.

Participating Directors:Jennifer Lundblad, Gayle Kvenvold, Lorry Massa, Lisa Juliar, Bob Meiches, Patti Cullen, Laurie Drill-Mellum, Nathan Moracco

Guests:Jennifer Kramm, Tania Daniels

Discussion and Actions:

  1. There was a brief update on the strategic alignment process to date. The document "MAPS Documentation of Key Milestones” was reviewed with special emphasis on those milestones occurring since the February 10th Board meeting.
  2. Additional information was presented regarding the likely timing of the Joint Committee meetings. It was noted that scheduling this group will be challenging. It tentatively appears that the group could hold its first meeting in June with subsequent meetings in August and October.
  3. The research on additional potential partners is progressing. A more in depth conversation will occur at the regularly scheduled May 11th board meeting.
  1. The Governance Committee recommended that due to Jennifer Lundblad's position as President and CEO of Stratis Health as well as the role she plays as the MAPS Board Chair, Gayle Kvenvold assume the position of Board Chair. The recommendation was that Gayle serves as chair until the regularly scheduled officer election in July at which time she would still be eligible to serve as Chair if nominated and approved at that time. Jennifer Lundblad will retain her position as director on the MAPS board.
    Jennifer Lundblad offered to leave the call at this point, however, no one felt this was necessary and asked Jennifer to continue on the call.
    The Governance committee recommendation was moved, seconded and approved by the board without dissent.

A sincere “thanks” was offered to Jennifer Lundblad for her years of leadership and service to MAPS and it was noted that the board would like an additional celebration and more formal appreciation of her work for MAPS at the next board meeting.

  1. Given the favorable response from Stratis Health to pursue a willing partner negotiation, the Governance Committee is requesting approval from the board to enter into negotiations with Stratis Health for the purpose of designing a strategic alliance that may involve restructuring. The Governance Committee recommends commissioning a Joint Committee for this purpose.
    The Governance committee recommendation was moved, seconded and approved by the board without dissent.
    As a reminder, the Joint Committee will evaluate if a strategic alliance will benefit our shared community. The Joint Committee will also develop a proposal for a strategic alliance between the organizations that each board will independently vote to either approve or reject.
    The expected timeline range for a proposal is approximately 6-8 months. The nature/form of the alliance is not known at this point. Even after commissioning the MAPS Joint Committee to enter into negotiations, the board of directors, at any point in the process may choose to end negotiations if that decision is the best interest of the community.
  1. Finally, The Governance Committee recommended that the MAPS members of the proposed Joint Committee are Gayle Kvenvold, Tim Morgenthaler, Patti Cullen, Bob Meiches, and Marie Dotseth. This represents the Governance Committee (with the exception of Jennifer Lundblad), the MAPS Executive Director and one additional board representative selected from the group of the original founding partners of MAPS. The other half of the Joint Committee will be comprised of board members of Stratis Health and Jennifer Lundblad, CEO of Stratis Health
    Bob Meiches disclosed a potential conflict with his membership on this committee for the consideration of the board. Currently, MAPS purchases services and space from the MMJSO (the parent organization for a group of organizations including the MMA.) Bob noted that if MAPS were to align with another organization, it might be the case that MAPS would no longer purchase services from the MMJSO, resulting in a loss of this revenue. The amount of the agreement is about $12,000 per year. It was noted that this is a relatively small amount of either the MMJSO or MAPS budget.
    Bob recused himself from the discussion and left the call. The only discussion at this point was to further clarify the nature of MAPS agreement with the MMJSO. There were no concerns raised. It was noted that the Governance Committee also discussed this potential conflict and that committee raised no concerns. There was appreciation for the transparency and disclosure.
    The Governance committee recommendation was moved, seconded and approved by the board without dissent.
    By way of background, Stratis Health has selected Gary Wingrove (Board Chair), Art Berman, Jan Malcolm, and Jennifer Lundblad as their members of the Joint Committee. There was an observation that MAPS has more members on the Joint Committee than does Stratis. This issue had been raised with Stratis previously and they are not concerned about this disparity on their end.
  1. There was a short discussion regarding how to communicate this exploration with the organizations comprising the board, our members and the community.
    Jennifer Kramm will work with Marie Dotseth - with input from Gayle Kvenvold and Jennifer Lundblad - to develop a set of talking points for the board members. A communication plan for members and the community will also be developed.