GLHRN Board Minutes
Special Board Meeting
Wednesday, August 19th, 2015
1:00-2:30
Board Members:
Pat Wheeler, Susan Cancro, Mark Morton, Sharon Dade, Mark Criss, Elizabeth Rios, Al Platt, Doris
Witherspoon, Susan Land, Su’Alyn Holbrook ,
, and Vicki Sandbrook
Present: Sharon Dade, Susan Cancro, Mark Morton, Su Al’yn Holbrook, Jenny Leaf, Liza Rios, Katrina
Urista, Doris Witherspoon, Toni Young, and David Henrion
1) Introductions a) Susan Cancro called the meeting to order at 1:07. i) Susan noted that only board members can vote on this.
2) Proposed Changes to Bylaws i) Susan briefly reviewed the proposed changes. b) Two New Standing Board Seats: HARA and the Fiduciary i) Susan stated that the debate was whether to add two further seats, which took place at the last board meeting.
(1) The board had thought that they needed more time to think about this. ii) Susan asked if the two seats needed to be discussed separately.
(1) Liza Rios said that they were separate. Jenny Leaf and all others agreed. iii) Susan motioned to have the HARA have a standing seat (Sharon Dade abstaining).
(1) Doris Witherspoon seconded for discussion.
(2) Mark Morton said that amendments using “shall” language can restrain the board.
(a) He stated that the HARA will be with us for a time, but things change.
(b) He believes that people have enough smarts to elect HARA member to the board.
(c) Mark discussed his past board experiences, and the dangers of too many requirements.
(3) Liza asked if this would be an additional seat, or convert a seat to the HARA. Susan thought it would be an additional seat.
(a) Susan noted that this would be an odd number.
(b) Mark said this would increase the quorum number.
(i) Susan said that this move would indicate that we recognize the HARA is an important part.
1.
Liza asked about the part regarding the HARA’s importance.
2.
Susan said that when Paul Beiring retired, it was considered a HARA seat by default with Sharon’s replacement. She said it was treated as standing. a.
Liza said that she doesn’t think so, because it was an election. b.
Liza said that if there is an appointed HARA seat, it won’t be a person that the whole CoC elects. i.
Susan said that it would come from the HARA.
(4) Sharon asked if there would ever be a time where the HARA wouldn’t be elected.
(i) Liza couldn’t think of that situation. She also noted that if there was a HARA seat, there would need to be a resignation on the board.
1.
Susan asked if GLHRN needed to include in rules that only one person from any particular agency could be on the board.

a.
Sharon talked about people representing themselves or their agencies. b.
Liza noted that because of the dues, you are representing for those for whose pay the board member’s dues. c.
Mark said that typically, board members do not represent various other entities. d.
Susan asked if the board should table the motion to have a discussion on having a number of elected vs standing seat, and not having an agency being overly represented. i.
Liza said that agencies can only have one person already, which
David confirmed in the bylaws.
(5) Mark asked if there were historically quorum problems.
(a) Liza said that sometimes the board only has 6, and many agreed.
(b) Susan asked about lowering quorum. Both Liza and Mark said that we can’t do that.
(i) Susan asked about leaving it at 10.
1.
Liza said she doesn’t see when an elected member won’t be at the HARA.
2.
Sharon suggested leaving quorum at 10, but then if appointed positions increase, the ratio changes. She spoke on the importance of elected positions, and not making the appointed positions outweigh those elected.
3.
Susan noted that 83% of board is currently elected. Sharon and Susan discussed various ratios that could play out, and Susan asked if they should make 80% of the board membership be elected.
4.
Liza said she doesn’t think you need to add the HARA, because someone from the HARA would always be elected. a.
Mark said it would be done because we are a rational board. b.
Liza said that the only way it could happen was if the HARA switched to someone not on the board, but that wouldn’t occur. c.
Sharon said that if the HARA didn’t want a board position it could happen, but didn’t know why that would be the case. d.
Susan asked if anyone saw it as necessary. Sharon said that she didn’t. i.
Su A’lyn Holbrook asked about appointing the HARA to the board. e.
Sharon said that in order for someone else to become the HARA, they would need to go through the board. i.
Mark asked what happened at the last switchover. ii.
Sharon said that both were on the board.
(ii) Liza asked about any word from MSHDA or HUD.
1.
Susan said that there wasn’t any, and that the HARA committee is where the concrete steps are being taken.
(6) Susan withdrew the motion by consensus, Doris accepted the withdrawal. iv) Fiduciary as standing member
(1) Susan noted that currently, the HRCS department administers MSHDA and HUD funding, and they have a lot of investment in the continuum.
(2) Liza asked about their financial investment, and it was stated David’s salary is partially from it.
(3) Susan said that there was a concern about having two seats for the city.
(4) Mark if Doris would vote differently than HRCS.
(a) Doris said she didn’t know which led to a discussion.
(5) Mark asked if HRCS was already represented. Liza said that it wasn’t.

(a) Sharon said the fact that the departments don’t talk means that they do not share each other’s interest.
(b) David said that Doris’s membership is paid by the city.
(i) Sharon said that Lansing is a large organization, so the question is whether it is separate enough.
(6) Mark noted that if another appointed seat was added, GLHRN would need 2 more elected seats to maintain that ratio.
(7) Katrina said that the appointed seat would be the fiduciary, not necessarily Lansing.
(a) She noted that the head of HRCS is focused on homeless, but this hasn’t happen in the past. This would lock the fiduciary into a seat, whether it changes to county or elsewhere in the future.
(8) Mark asked if there was another fiduciary, and he and Katrina spoke on LHC’s role.
(9) Katrina reiterated that HRCS can match all but the MSHDA grant.
(10) Susan noted that HRCS it is the fiduciary, and it is likely to stay that way.
(11) Mark asked what would happen if city leadership changed?
(a) Katrina said it would be political suicide for others to drop it.
(12) Liza said that it is important for fiduciary to be at the table.
(a) It also doesn’t alter the power much, because the city can change funding already.
(13) Sharon said that since Doris’s position is elected, that could change over any time the term ends.
(14) Susan said that board membership does engage people beyond the money, so the fiduciary is trusted to go beyond just money.
(15) Mark asked if the fiduciary could get a board seat via an elected position.
(a) Susan said an appointed position could make the next person willing to be there.
(b) Susan also noted the fiduciary isn’t an elected responsibility.
(c) Susan stated that when Joan Jackson Johnson votes at the network, it represents
One Church One Family.
(16) Katrina noted that OCOF is not on the board.
(17) Liza noted that with Vicki as the consumer on the board, another JIMHO representative could be on the board.
(18) It was asked if the school district pays dues. David said that they didn’t.
(a) Susan said the fiduciary would be a non-paying member, if appointed members aren’t required to be paid.
(i) Katrina and Toni Young said they don’t know what would be required.
(ii) Toni suggested that the spot could help the LSD participate.
(iii) Toni also said an appointed position helps to continue involvement through turnover.
(b) Susan said that HRCS would not need to pay dues.
(i) Katrina said they want to pay dues.
(ii) Mark said it is not required, but he would happily take the check.
(19) Liza said that if HRCS wants to be a member, it would go back to the discussion of two departments being members. She said what if the fire and police departments both wanted to be a part.
(a) Susan noted that there are two county departments who are members.
(i) Susan stated that there is a precedent, while maybe the city departments are a little closer.
(20) Liza and Katrina discussed LHC funding.

(21) Doris said that she doesn’t know what her department’s future commitment will be, but would imagine that they will stay involved.
(22) Susan motioned to include the united fiduciary (with the majority of funding, determined by CoC) as an appointed seat to the board of directors, Sharon seconded.
(a) Doris asked if this means 10 elected and 3 appointed.
(b) Mark asked about adding 2 more elected to keep the ratio.
(i) Liza said she doesn’t know about having the ratio, but wants to improve the quorum rules.
(c) Susan called the vote: Susan, Sharon, Liza, Jenny, Doris, and Su A’lyn were in favor, and Mark was opposed. v) Susan motioned requiring 50% of elected members present for quorum, Mark seconded.
(1) The vote is unanimous. c) Changing the Bylaws Outside of the Annual Meeting i) Susan noted that it can be awkward to wait until the Annual meeting to change the bylaws. ii) Mark said that for boards he’s been on, it has been on a directorship basis, which seems to work well. iii) Mark said that the bylaws could say that the bylaws can be amended by the board, which would be faster. iv) Sharon said that with the nature of a community-based network, it is important to have a member-based transparency, which is an advantage of the annual process. v) Liza said that it needs to be hard to change bylaws.
(1) Susan said that the CoC could keep the 60 day process, but allow it at two meetings a year.
(2) Liza said that the network needs to change it at the network meetings.
(3) Susan asked about creating another time in the year.
(a) Liza asked if that would be biannual meetings.
(b) Susan said it would just be at a regular meeting, besides the bylaws vote.
(c) Katrina said that it would still need the 60 day notice. vi) Sharon asked why October was picked for the meeting.
(1) Susan said it is beginning of GLHRN’s fiscal year, and a time where it is likely to see people again. She said that the problem is that it is only once a year. vii) Su A’lyn noted that April would be the midpoint between annual meetings.
(1) Liza asked about adding a biannual meeting on April.
(2) Mark spoke on just allowing the bylaws to be amended at April network meeting.
(3) Liza said the CoC should have the same meeting requirement for April.
(4) David suggested language making that requirement only if the bylaws were voted on. viii) Doris asked about the reference in the bylaws to advertising the annual meeting.
(1) Su said that historically, it was only via email and on the website. ix) Susan motioned for the proposed amendment David stated, and Mark seconded. All were in favor.
(1) David will prepare the changes for the next day’s network meeting. x) Liza researched the open meeting requirements. xi) Sharon suggested to change the bylaws, dropping the newspaper/periodical requirement.
Susan motioned, and Doris seconded. The vote is unanimous. d) Grievance Review Process i) Susan said that this is important, but don’t have time to change it now. ii) Liza said the board just needed to change sending it to CQI, because it is not qualified to be the review board.

(1) Susan said there was a difference between member vs member and agency vs agency.
(2) Sharon and Liza discussed what the bylaws and the policies say.
(3) David wrote, and told to the group, that the Grievance Review Board will be appointed by the board of directors to address grievances and establish a process for concerns to be addressed that involve and impact the Network, clients, and agencies.
(a) Susan said that the CoC will have a meeting to discuss grievance issues, made up of the executive committee, and they will invite the other board members.
(b) Doris moved to propose this change, Su A’lyn seconded. All were in favor.
3) Proposed Article of Incorporation Changes a) Liquidation Clause i) Mark said that David and him can discuss this later. ii) Mark said he can do it at the board meeting. iii) Mark stated that we have to make sure that the agency gets notice, and does what the grantor says.
4) Adjournment a) Susan adjourned the meeting at 2:29.
Next Board Meeting: Tuesday, August 25 at 9:00 am