Easy Does It Board of Directors’ Meeting

November 25, 2002

 

Peter: I mailed to each of you a draft of a fundraising letter.Board members present: Jesse Townley Peter Trier Jonathan Gold
Winston Ching Jonah Markowitz Todd Groves (by phone)
Hale Zukas (arr. 6:59) Kyle Eminger (arr. 7:01)

Staff present: Felix Knauth Rose Acampora

Board members absent: Dina Valicenti

Meeting began with quorum at 6:43 PM.

public comment:
Peter reminds us that two weeks ago, CeCe Weeks died. CeCe was an “amazing, wonderful person.” CeCe was 24/7 both the Executive Director of Easy Does It [from 1995 – 1998], and a member of the Board of Directors. Typical of her dedication was this: I needed a ride once; and there was no EDI Van available. CeCe arranged to have her own personal van used for my ride.
During the ‘504’ demonstration in 1976, CeCe started out as a spokesperson. After Judy Heumann went to Washington DC to speak to Congressional members there, CeCe — together with another woman, Lydia — ran the 504 demonstration.
One of CeCe’s activities was helping Native Americans around the Big Mountain issues.
On another note, the appreciation plaque — long in the works from EDI — has finally arrived at the Spaulding ‘Unit.’

Jonah acknowledges CeCe as an “important part of history” for us. All we can do is carry on EDI as part of her legacy to us. If there is any kind of a memorial/charity established in her name, perhaps we should all donate to it.

minutes:
Peter moves to accept the minutes of October 24th with the changes as made by Jonathan. Jesse 2nds. Motion passes by acclamation.
Peter moves to accept the minutes of July 25th and August 22nd subject to corrections having been made [Jonathan sent his corrections to the then-Secretary, Dina, at those times]. Jesse 2nds. Motion passes by acclamation.

consent calendar:
1.President's report
2.ED report.

Scope-of-services: ED and President need to make clear that this is an action item.
[Hale arrives]
Peter: We have to distinguish between Reports and action items.
Jesse: Things in reports are either approved as part of the consent calendar, or they are ‘pulled.’
Peter: We should change our [consent calendar] policy. Are there other items presently on tonight’s consent calendar that are actually action items? Since it is not clear which is which, I will pull every item off the consent calendar.
[Kyle arrives]
Hale: “I’ve had enough of the consent calendar — let’s bury it.”

agenda:
Jonathan would like to add an item about funding for the special edition newsletter commemorating CeCe.
Jesse would add a proposal concerning clarification of conflict-of-interest matters.
Peter: We need to elect 2 at-large members to the Executive Committee. [We have 3, and we need 5.]
Peter: Easy Does It should recommend to the City of Berkeley that they dedicate a day to the memory of CeCe Weeks.
Peter: A proposal to modify our concept/method of consent calendar.
Jonah would move the scope-of-services item from Discussion to Action.
Kyle would like to give an update on his medical condition.
Jonathan moves to accept the Agenda; Jonah 2nds. Passes by acclamation.

president’s report:
Peter: One thing coming up is that we have to bid on the contract [our present contract with the City of Berkeley runs out next year. Then we are an agency among agencies who may bid on the subsequent contract with the City].
Felix: We were supposed to have already received an RFP [Request for Proposal] from the City, but it has not been received yet.
Peter: As soon as we begin to work on it, there’ll be 4 people — the President, Vice-President, Executive Director, and Program Manager — who will prepare and put a proposal before the Board of Easy Does It. Maybe we’ll invite one of our attendants o participate; perhaps we’ll listen to an interested client.

Peter: Todd will be chairing the Fundraising Committee, Jesse will chair the Judicial/Personnel Committee, and Jonah will chair the Ad Hoc Committee on Invasive Care.

Peter: One of our employees — dismissed — has requested an appeal. Jesse, as chair of the Judicial/Personnel Committee, will decide whether the former employee’s case has merit. If he feels it does, then a committee of 5 people will hear the case.

Hale: Who is on the cost-cutting committee?
Peter: This is the proposal to change how we deal with the midnight to 4:00 AM hours of our coverage. The President, Vice-President, Executive Director, and Program Manager will meet over this. We will share financial information with the Treasurer. At this point we do not want an open discussion of every proposal to cut costs.

Kyle: When I went for my “physical exam,” [the one now mandated for being employed by the Company], I had my TB test. The clinician asked me if we also get a Hepatitis B vaccine. She said it is Standard Operating Procedure to get this.
Peter: I would appreciate a report on whether it would be feasible to offer Hepatitis B vaccine to all attendants.

Jesse: The [Judicial/] Personnel Committee needs members.
Peter: Membership on committees should be approved by the Board, howsoever recruitment may have occurred.
Kyle: I think our Judicial Committee is judicial. A Personnel Committee should be about staff issues, whereas a Judicial Committee should just hear appeals.
Jesse: The Personnel Committee is the pool from which the chair of the Personnel Committee pulls people to act as the Judicial Committee and to hear appeals.

executive director’s report:
Felix: I have nothing to add to what is already in your packets.
Jonah: Could you announce the attendant-of-the-month?
Felix: No, we’re holding off that until December.
The Holiday party is Monday, December 16th, 1:00 PM – 4:00 PM at the North Berkeley Senior Center.

secretary’s report:
Jonah: Susie had to resign (Ralph [her husband] is recovering…. Dina will take next month’s minutes. I’m trying to get this matter resolved. [Jonah has a severe cold, which the doctor says is getting better.]

executive committee’s report:
Jesse: Peter, Hale, Felix, and myself talked about a lot of things: fundraising….
Peter: We are trying to work with each other through committees, to delegate responsibilities. We don’t have the resources for each Board member to do everything.
Felix: We talked about process, the right way to do business, a certain formality.

fundraising committee report:
Jonah: I don't think we really had a meeting, but a number of us worked on creating a fundraising letter that will go out soon.
Peter: Going out tomorrow morning.
Todd: Much of the energy has been: how to target the fundraising letter on particular fundraising goals. And to clarify our fundraising priorities.
Kyle: This went through the Committee, and President…?
Peter: The Board of Directors created a Fundraising Committee. Emails were circulated to the President, Vice-President, Executive Director, members of the Fundraising Committee.
Kyle: I understand we haven’t time for an “ideal procedure,” but, in the future, there is a non-cumbersome way to do this. I will circulate my idea to Board members.

action items:
1.Nominees for the Executive Committee [the Executive Committee represents the Board of Directors between (Board) meetings].
There are presently 3 members — Hale, Peter, and Felix — and we need 2 more. There are 3 nominees for the 2 positions: Jesse, Leslie, and Dina.
We will, momentarily, have a secret ballot. Jonathan proposes that, in the interests of keeping the ballot secret, we only ask for Todd’s vote in the event that his vote is needed to determine the outcome. [Since Todd is present by way of the telephone, it would be impossible to hold his vote in complete secrecy.] This proposal is accepted by consensus. The result of the balloting is that Jesse and Dina win seats on the Executive Committee.

2.Conflict-of-Interest (Jesse). Jesse reads an amendment to the current conflict-of-interest policy. Current policy speaks of financial conflicts of interest. But members of the Board of Directors who are concurrently employees of Easy Does It have further obligations, binding if consistent with labor law and other EDI employment policies. These members must adhere to a strict separation of employee activities and Director activities. Such members cannot vote on anything that directly affects the Executive Director’s tenure or salary. Such a member cannot participate in performance evaluation of an Executive Director, though they may be called upon to provide information or testimony relevant to such an evaluation. [The entire amendment is available to anyone who wishes to read it in its entirety.]
Conflicts will be handled by the President, or by the Executive Committee, and with the Executive Director being recused at the Board President’s discretion.
Peter moved Jesse’s proposal and Jonah 2nded.
Felix: You’ve never even discussed the concept of having staff members on the Board of Directors.
Peter: This is a Board decision. We’ve had staff members who were on the Board. Jesse, Rose, Nick Feldman come to mind immediately. Employees get evaluated and [so] conflict exists in both directions.
Jesse: We have discussed [in times past] Board members being staff members and vice versa. I think it’s valuable and an asset.
Jonathan: Historically, this Board and this staff have always had an incestuous relationship. There have been too few participants — community-wide — to be squeamish about it. Additionally, there was a specific desire to have an attendant on the Board.
Peter: I think it’s good to have attendants on the Board. While I admired Rose’s integrity in resigning from the Board when she took on a [central] staff position, I felt it was a loss for the Board.
Hale has a problem with 1 line of Jesse’s proposal, viz. “…under direction of the President….”
Jonah: [This means that] when Peter is President of the Board, he is running the Board, and he is responsible for how [Board members] function….
Peter: I disagree. I may request things of Board members, but I have no authority over them.
The proposed amendment to EDI Conflict-of-Interest policy passes by acclamation.

Peter: moves that we enter Executive Session no later than 8:50 PM. Jonah 2nds and the motion passes by acclamation.

3.Scope-of-Services:
Jonah: I’d like to move — with Peter’s cautions expressed in his email —, with the proviso that it be clearly explained that employees that turn on/off respirators are not specially trained, but that they provide a service that enables persons with disabilities to live independently.
Peter: I suggest that we do not vote on this motion, but that, rather, we develop a process by which staff can bring proposals to the Board. I appreciate staff’s attention to these things, nor can we simply refuse all staff proposals. I don’t think we want to do anything right now.
Felix: I would not put any of these types of changes into effect without Board approval.
Jonah withdraws his motion if he is assured that nothing is going to change in our present policies at this time.
Hale: Would allow respiratory care as long as attendant or client know what they’re doing. As to the other question [about attendants refusing to do things they don’t feel competent to do], unless there is reasonable question of risk to the attendant [i.e. an attendant ought not refuse something — under client’s direction — simply because they have never done it before].
Kyle: I’ve done “quad cough;” in other cases, the hoses just need to be cleaned. But there are things with Oxygen tanks that, probably, EDI attendants should not do.
Peter: I would like to make this a discussion item [rather than an action item].
Jonathan: Easy Does It began as a grass-roots attempt to empower persons with disabilities to have, on an emergency basis, access to attendants. An attendant should be able to do — has been defined legally in certain cases and times as a person who can do — anything that the client would do for him- or herself were he or she not disabled. I think this item is, in this way, related to the whole issue of invasive care, and is, properly, something that should go to the Ad Hoc Committee on Invasive Care.
Peter: Someone should talk to the American Respiratory Association about getting training.
Hale: [ironically] Would you ask the California Nurses Association to train us on the insertion of catheters…?
Peter: [Then, ] we should find people who will do training….

executive session:
Jonah moves, and Winston 2nds, to enter Executive Session. Passed by acclamation. Felix and Rose leave.

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