March 24, 2020
Dear TDSR Board Members,
In order to comply with local, state and national public health control measures, the TDSR Board of Directors will not convene in April or May, 2020. Future meeting date(s) will be announced when public safety concerns are resolved. A summary of current TDSR activities and planned activities for the remainder of calendar year 2020 will be posted on TDSR’s website soon.
TDSR Grant Application to Methodist Healthcare Ministries of South Texas.
As of today, we have not received a notice of award for this grant. Funds were requested to support the expansion and formalization of the TDSR Advisory Council. TDSR envisions an active role for the Council, to include assumption of oversight and planning for the Annual Fall Health Forum, as well as serve as an ongoing networking group of community advocates representing various local organizations. Receipt of funding will require administrative work.
TDSR has followed the path of many similar nonprofit professional organizations with minimal budgets, relying on a very small group of active members to perform the organization’s work to sustain a visible presence in our community and remain a force for change. TDSR must adopt a more aggressive strategy in order for TDSR to sustain baseline operations as an advocacy organization. Options available for sustainability include: a rotational sharing of officer positions, membership dues, 100% board member financial support, employment of a part-time coordinator, and active board committees that fulfill their responsibilities as stipulated in the bylaws. Other than consistent financial contributions from our board and members and MHM funding, TDSR has not implemented other sustainability strategies with any degree of success.
Board of Directors
Board members have important responsibilities as stated in the Bylaws. Principle duties include:
- Fiduciary oversight of financial, administrative, governance, and legal obligations
- Oversight and supervision of the Director and employed staff.
- Conducting elections and fill all board officer and committee positions.
- Serving as the organization’s ambassadors to the community at large
- Implementing policies and procedures required of nonprofit organizations.
- Conducting board meetings and documenting all decision-making.
Article 4, Section (8) of the bylaws stated: “Actions without a Meeting – Any action required or permitted to be taken by the Board of Directors under the Texas Business Organizations Code, the Certificate of Formation, and these bylaws may be taken without a meeting, if all Directors individually and collectively consent in writing or e-mail or facsimile, setting forth the action to be taken. Such written consent shall have the same force and effect as a unanimous vote of the Board.
As Board Chair, I respectfully request:
- Consent of all directors to consider proposed actions in the attached table in lieu of a formal in-person meeting. Please reply via email, (1): YES or NO regarding consent to consider proposed actions without a formal meeting.
- The proposals in the attached table are submitted as recommended board actions, assuming unanimous consent for item #1 above. Some “proposals” are merely requests for members to comply with provisions of the bylaws.
If you voted YES for (1), please enter ONLY additional comments or suggested revisions to the listed proposals in the Table.
- Upon receipt of all comments and revisions, a list of final proposed actions will be distributed to the board for a motion, 2nd and EMAIL vote (if actionable board item). Lacking a secretary, the board vice-chair and treasurer will tabulate the results and submit a report of approved and disapproved motions to the board of directors.
Table of Proposed Actions
(M) – Motion required
|#Nominating committee: (Javier, Ted, Erica) to submit nominations for board members, President, Vice-President, Secretary and Treasurer by April 15, 2020. New board members are needed to replace those rotating off the board (*Bylaws Art. 3 Sec. 4).||Rudy will rotate off the board, having served 2 one-yr. terms. Current board mbrs finishing a 2nd consecutive one-yr. term must rotate OFF the board for one-yr. before being considered for re-election as a board member. (#Motion not required for nominating committee duty). (**Art. 12 Sec. 2 allows for bylaw changes should board desire additional recurrent terms of officers or directorship. If so, 3 d. written notice and simple majority affirms change(s)|
|Action: Amend the bylaws to allow for three (3) consecutive years of service as a member of the board; Keep board officer rule for a maximum of two (2) consecutive one-yr. of service in any elected board officer position||(M):|
|Action: Establish Thursday, May 7, as official start date for new officers and directors. Current term ends 4/29/20.||(M):|
|Formal financial report to be submitted to the board via email by 4/15/20.||Jaime: action item does not need motion.|
|Action: To terminate the position of Executive Director effective 4/29/20.||(M):|
|Action: To create the position of TDSR Program Coordinator effective 4/30/20.||(M):|
|Action: To direct the current E.D. to recruit an Intern to perform program support functions up to 48 hrs./month at a stipend/salary of $1,000/month.||(M):|
|Remove items older than 1 year from TDSR website. Require quarterly website updates.|
|Direct E.D. to provide an executed agreement with a HR Mgmt. Company to manage payroll and tax compliance for TDSR staff by 4/15/20||Previous board directive.|
|Direct the E.D. to provide a face sheet documenting liability coverage for Directors and Officers of TDSR by 4/15/20.||Previous board directive.|
|Action: Direct the E.D. or future Program Coordinator to obtain a cost-effective videoconferencing account (Cisco WebEx, Zoom, GoToMeeting, etc.) to conduct TDSR meetings remotely as required.||(M):|
|Action: To require annual general membership dues: Physicians: $100.00 Other healthcare and other professionals: $50.00 Physician Fellows/Residents: $25.00 Students/Community Advocates: no dues required. Donations accepted.|
* Term of Directors – Directors shall serve terms of 1 year. A Director may succeed him/herself for two consecutive terms. After serving two consecutive terms, a Director must vacate his or her position for at least one year before seeking re-election to another term.
** Bylaws – These bylaws may be altered or amended in whole or in part, or repealed and new bylaws may be adopted by a majority of the Directors present at any annual meeting or any special meeting, if at least three (3) days written notice is given of an intention to alter, amend, or repeal these bylaws or to adopt new bylaws at such meeting, and such notice contains a statement of the nature of the proposed amendment(s), and shall become effective upon adoption. It shall be the policy of the board to review the constitution and bylaws each July of even numbered years unless the board deems it necessary to make changes sooner.
NEXT STEPS: Please respond to Question regarding Consent to implement/vote on actions without a meeting with: YES or NO via email to: firstname.lastname@example.org, Subject Line: “Consent to Action without Meeting”. If possible, submit comments/revisions to Rudy by 4/3/20 in the same email (we need unanimous participation).
Thank you for your cooperation and support of TDSR’s mission.