October 16 2012 Board Meeting Minutes




October 16, 2012

3:00 p.m. – 5:00 p.m.

Board Members Present

Marena Works, President

Romaine Gilliland, Vice President

Larry Matheis, Secretary

Marla McDade Williams

Joseph Isler, MD

Trudy Larson, MD

Rob Gaedtke

Board Members Absent

Nicola Neilon

John Packham

NPHF Staff Present & Location

Rota Rosaschi, Executive Director

Linda Mercer, Executive Assistant


Welcome and Roll Call

The meeting was conducted via teleconference. Marena Works hosted the teleconferenced meeting at

Carson City Health & Human Services, allowing attendees to call into the meeting from any remote location inside and outside the State. President Works called the meeting to order and roll was taken. A quorum was present.

Approval of Previous Minutes

The Board members reviewed the minutes from the July 31, 2012 meeting. A typographical error was noted. A motion was made and seconded to accept the minutes with the recommended correction. The

Board unanimously concurred.

Annual Report

Rob Gaedtke highlighted the changes made to the annual report including the new introductory page and posting the full year of 2011 grant expenditures. Mr. Gilliland made a motion to accept the 2011 Annual

Report and Dr. Iser seconded the motion. The Board unanimously concurred and thanked Mr. Gaedtke for his efforts in preparing the report. Mr. Gaedtke will post the report on the Foundation’s website.

Board Giving

Ms. Works thanked Rob Gaedtke for preparing the proposed policy language regarding 100% Board giving. She asked for comments regarding Dr. Iser’s suggestion that the last word of the policy be changed from “generous” to “appropriate”. Board members supported the change. The policy now states

“Each member of the board shall make an annual cash donation to the organization. Board members will be expected to give to the best of their means, at a level they would consider appropriate.” After additional discussion it was determined that “annual” means calendar year. A motion was made and seconded to approve the 100% Board Giving policy as amended. The Board unanimously agreed.

Federal Insured Account Exposure

Ms. Rosaschi reported the Nevada Public Health Foundation (NPHF) auditors cited a possible federal insured account exposure on their 2011 report based on both the checking and savings account balances at the end of the 2011 fiscal (calendar) year. The Federal Deposit Insurance Corporation insures a maximum of $250,000 per depositor, per insured bank and the NPHF accounts at Bank of America totaled $307,488 as of December 31, 2011. After a discussion and recommendation by board members,

Mr. Gilliland made a motion that: 1) NPHF move $100,000 to a new account at another insured bank,

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2) The Board review this on a quarterly basis, and 3) Ms. Rosaschi update the NPHF accounting policy accordingly. Larry Matheis seconded the motion and the Board unanimously agreed.

90 Day Operating Reserve

Romaine Gilliland discussed the proposal prepared by the 90 Day Operating Reserve Committee.

Members of the committee included Mr. Gilliland, Niki Neilon and Marla McDade Williams. Mr.

Gilliland noted the committee was asked to address two questions; 1) Is the Executive Director maintaining a minimum 90 day fiscal reserve, and 2) Are funds available for possible expanded

Foundation activities. He said the analysis and methodology used to establish the reserve and to address the two questions was based on the March 31, 2012 quarterly financial statements:

The expenditures were divided into two categories; 1) continuing expenses the Foundation would incur if major grant income ceased, and 2) a variable which includes expenditures specifically related to those major grants. These are the Base Expenditures ( or Basic 90 Day Reserve) which total $67,135. Added to that amount is the Development Reserve of $150,000, which represents the amount of funds required to explore new opportunities. The Estimated 90 Day Reserve amount is $217,135. The next step was to look at the Available Resources; Cash $285,605,

Accounts Receivable $201,027, less Accounts Payable ($26,971). The Available Resources amount is $459,661. Mr. Gilliland said after this analysis the answer to question one is yes, the

Executive Director maintains a minimum 90 day fiscal reserve. He congratulated Ms. Rosaschi on this achievement, as did the remaining board members.

The answer to question two is based on whether there is a Reserve Surplus. Subtracting the

Estimated 90 Day Reserve of $217,135 from Available Resources of $459,661 results in a

Reserve Surplus of $242,526. So, the answer to question two is yes, there are funds available for possible expanded Foundation activities.

Mr. Gilliland stated the committee recommends initially moving slowly and limiting the amount committed to expanding Foundation activities to 10% of the reserve surplus amount. The committee recommends reviewing the 90 day reserve amount and reserve surplus on a quarterly basis using updated financial statements. Vice President Gilliland requested Ms. Rosaschi email the 90 Day Reserve Analysis document to all board members and suggested the Board review the analysis over the next 90 days before making decisions about using the reserve surplus. President Marena Works agreed and said the Board needs to establish and prioritize a list of activities first. Ms. Rosaschi reported she may need to hire another employee to assist with grant related activities because the increase in grant funding and related activities, although welcomed, has resulted in a substantial increase in 2012 in the number of additional hours she works. A motion was made and seconded to move this issue to the January Face-to-Face meeting and board members unanimously agreed.

Financial Statements Closing within 10 Days and Report on 2011 Audit

Romaine Gilliland stated the Board Treasurer, Niki Neilon, needs to address these two items. As such, these two items are pended.

United Way Standard of Excellence

Rota Rosaschi provided the Board with the United Way letter of accreditation to the Foundation. She discussed the application process which included an on-site visit by four representatives of the United

Way. The representatives stated the application was the finest they had seen and the supporting documentation verified the Foundation is financially solvent. Because of the quality of the application, they had no other questions. They did offer two suggestions for consideration of the Board: a) The banking representative suggested the Foundation open a line of credit. Ms. Rosaschi asked what the benefit would be if the Foundation is financially solvent and the representative said that is exactly why non-profits should apply for a line of credit. After discussion by the Board, a motion was made and seconded, and board members unanimously concurred that there is an alternate fiscal reserve in place at this time making a line of credit impractical for the Foundation.

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It was also suggested the Board determine if the word “may” in Article IV, Section 4, Sentence 2 of the By-Laws should be changed. It currently states, “The corporation may reimburse any employee or Director of the corporation for all reasonable expenses incurred by such individual in connection with their duties for the corporation.” After discussion, a motion was made and seconded, and board members unanimously agreed to change this section to read that the corporation


reimburse any employee of the corporation for all reasonable expenses incurred by such individual..., and

may upon advance request reimburse any

Director of the corporation for all reasonable expenses incurred by such individual…

Treasurer’s Report

The Board received the financial reports through August 30, 2012. In Ms. Neilon’s absence, Rota

Rosaschi reviewed the financial statements with the Board. Referencing the Comparative Balance Sheet and the Income Statement, Ms. Rosaschi stated that due to increased grant activities, the Foundation has to maintain a larger amount of funds in the checking account in order to “front” the funds for all the activities. In fact, the Foundation had to borrow money from its savings account to front about $75,000 for activities for one grant, but that has been reimbursed. Ms. Rosaschi will be moving those monies back into the savings account. Mr. Gilliland asked if the projected expenditures for fiscal year 2012 would require the Foundation to have a single audit. Ms. Rosaschi stated it is probable. Mr. Gilliland suggested

Ms. Rosaschi and Ms. Neilon discuss whether a reserve for the single audit be established and provide a report at the January Face-to-Face meeting. There were no other questions or comments. Dr. Trudy

Larson made a motion to accept the Treasurer’s report and Romaine Gilliland seconded the motion. The

Board unanimously concurred.

Annual Operational Plan Discussion

Ms. Rosaschi discussed the following:

Goal A – Fiscal Intermediary and Grant Management

(United Way application & Board Giving; #1)

Quarter 3 (July through September 2012)


As previously reported, the Foundation met the Standards of Excellence and has been accredited


as a Partner of the United Way of Northern Nevada and the Sierra.

Also previously reported, the audit firm of Haws, Theobald & Auman delayed in submitting the

2011 990 form to the Internal Revenue Service (IRS) which resulted in a fine to the Foundation.

The audit firm submitted a letter to the IRS requesting the fine be waived. Ms. Rosaschi contacted the IRS and they confirmed the fine was waived.

Goal B – Policy Advocate and Convener

Quarter 3 (July – September 2012)


Ms. Rosaschi continues to sit on the Nevada Public Health Association (NPHA) legislative committee. She previously reported on the areas of interest of the committee. During the annual meeting held in Las Vegas on October 4 -5, 2012, Jon Packham encouraged others to participate in the committee to develop a strong advocacy for the legislative session.


Attorney and Advocate Jon Sasser typically provide information/updates to the Foundation and many other partners regarding issues for the legislatives session, however Ms. Rosaschi has not received any updates as yet. Larry Matheis stated the budget requests are not complete yet and anticipates there will be more for Jon to report in December.


Convener: a) Arranged for a one-day strategic planning meeting in Reno for the Health Division’s Hearing


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b) c) e) f) d)

Set up an internal team building event for Monica Morales of the Chronic Disease unit at the

Health Division;

Arranged for and provided support services for the annual Women, Infants, and Children

(WIC) conference held in Las Vegas on September 25 th

and in Reno on September 26 th


Arranged for and coordinated two-day Home Visiting conference in Reno on September 27 –

28, 2012;

Arranged for and conducted a Higher Education Summit on early childhood education for the

Director’s Office, Office of Head Start and Early Childhood Education;

Started working on a two-day conference for the Chronic Disease unit to be held in Las

Vegas on January 18 – 19, 2012.

Goal C – Support, Education, Train, Research and Evaluate to Advance Public Health in Nevada

Quarter 3 (July – September 2012)


Ms. Rosaschi continues to serve on the following boards and committees: a) b) c) d)

Chair, Medicaid Advisory Committee; meets quarterly.

Access to Healthcare Network Board; meets quarterly.

Nevada Citizen Review Committee, DCFS; meets six times a year.

Co-Chair, School of Community Health Sciences (Public Health) Advisory Board; meets 3-4 times a year. e) Member of the Nevada Public Health Association.

Ms. Rosaschi will be attending Disney’s Approach to Leadership Excellence in Florida. It is a three-day training beginning December 10 th

. The program teaches leadership strategies, best practices for your organization, develop and communicate leadership vision, establish and maintain effective systems and structures to meet goals, apply the strategies to foster individual responsibilities across the organization, and implement action plans. The cost for the three-day training is about $3,500 which includes the hotel. Airfare and per diem are additional expenses.



Adrienne Navarro is a member of the following: a) Nevada Coalition Against Sexual Violence b) c)

Nevada Network Against Domestic Violence

Nevada Public Health Association

Website: The Annual Plan will be posted on the website. Adrienne Navarro continues to update the information regarding the Statutory Rape Education Project, including related sites and information.

Goal D – Fully Engage the Strengths, Talents, and Skills of Board Members and Staff to Advance and

Sustain Nevada Public Health Foundation’s Vision and Mission

Quarter 3 (July – September 2012)




There were no specific funding opportunities from the Board. However the Grants Management

Office from the Governor’s office provides notification of funding and Grant opportunities which

Ms. Rosaschi reviews regularly for potential Foundation activities.

Ms Rosaschi reports receipt of all Board biographies and photos.

The Board Matrix was sent to board members. It reflects member’s talents and strengths. Marena

Works requested a change from “strategic planning “to “organizational planning”. Ms. Rosaschi will make that change for Ms. Works. She asked other board members to provide her with comments or changes otherwise the matrix will serve as the Board’s talents and strengths.

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Follow-up on Board Action

There was no pending Board action.

Update on Funding Opportunities

The Board received the HD Master Contract Update document and Ms. Rosaschi reviewed the most recent contracts received by the Foundation including; Community Building – WIC (this will be renewed); Community Building- Chronic Disease Prevention; Community Building – Maternal & Child

Health; Conference Planning – Early Childhood Office; Conference Planning – Home Visiting Program and Training – Differential Response.

Program Updates

Referencing the HD Master Contract Update document, Ms. Rosaschi reviewed the existing contracts including the Community Building – Adolescent Health Program which was extended through December

30, 2012; Community Building – Public Awareness Campaign whereby the consultant works under the

Bureau of Licensing and performs activities regarding substantiated and unsubstantiated complaints;

Training – Quality Improvement where UNR provides a series of QI training to Health Division staff

(possible renewal); Training – Cancer Screening & Tracking System whereby the consultant provides training, data entry into CAST system, tracks & monitors clients which was extended for an additional six months. Ms. Rosaschi discussed the possibility of a new Quality Improvement project paid from

Sanction dollars that involves Medicaid, Aging Services and the Bureau of Licensing with a registered nurse position that might be housed at the Foundation.

Ms. Rosaschi reported on the Statutory Rape Education Project. Adrienne Navarro sends out letters to all high schools statewide about the statutory rape awareness and prevention program. Requests were received from three new high schools including Legacy High School in Las Vegas. This is the first time in many years that we received a response for training from a Las Vegas school. Ms. Navarro provided information tables at two events; the Carson City Employee Health and Wellness Fair and the Nevada

Nurses Association Conference. Thanks to Dr. Trudy Larson, Ms. Navarro made a connection to both the

University of Nevada School of Medicine and Orvis School of Nursing. There is a plan to integrate the

Statutory Rape Awareness for Mandatory Reporters into the curriculum. Ms. Navarro did provide training to medical students of the Student Outreach Clinic.

Mr. Gilliland commented on the increased work load for Ms. Rosaschi and the opportunities for her at the leadership conference to establish a plan so she can work at a sustainable mode while engaging in program development activities. He requested Ms. Rosaschi provide a report to the Board at the Face-to-

Face meeting.

Old or New Business

Old Business: None

New Business: Marena Works acknowledged Marla McDade Williams. This is her last meeting as she is stepping down as a Board member. The Health Division is appointing Dr. Tracey Green to take her place as its representative to the Board. Ms. Works thanked Ms. Williams for her contributions and commitment to the Board as did Romaine Gilliland. Rota Rosaschi also thanked Ms. Williams for her support of the Foundation.

Adjournment and Closed Session

The formal meeting of the Board ended. Board members convened for a closed session.

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