TNAIRS Board of Directors Annual Meeting Minutes – June 2009

Southern Neighbors Conference/Embassy Suites & Convention Ctr

Murfreesboro, TN 

Welcome and Roll Call

Board Members present: Tim Calvin Chavis, Renee Eldridge, Doug Fluegel, Robin Harwell, John Hayes, Sharon Johnson, Lisa Lumb, Audrey May, Barbara Monty, Ron Reid, Sharon Russell, Diane Schlaufman, and Lynn Sorrell.

Others attending: Nancy Campbell, Carlos Clark, Nancy Lofaro, Scott Payne, Tracy Pendergrass, Carla Snodgrass and Marian Raml.

President Lynn Sorrell called the meeting to order at 3:49 pm.

Approval of Agenda

Both Doug and Diane suggested that at next year’s meeting we should combine the Board of Directors meeting and the Annual Meeting. Audrey suggested that we could possibly do that, but suggested an executive conference call would be useful before that meeting.

Approval of Minutes

There were no corrections to the minutes of the last Board of Directors meetings, which took place on April 22, 2009 and May 1, 2009. Audrey moved that the minutes be approved and Sharon Russell seconded the motion. Minutes were unanimously approved as distributed.

Treasurer’s Report

Doug reported that we began the fiscal year with a starting balance of $3,482 and ended up with a balance of $2,538; this variance was due to the fact that Doug and Diane were still missing some fees through AIRS and they were working with AIRS to locate this missing money, which should bring this up to about $4,000. Doug said the proposed budget for last year was $1,662 and for this year it was $1513. He reminded everyone that our fiscal year was not yet finished until July and noted that he and Diane would send out an official statement at that time to everyone. [Diane emailed me the chart below on 7/6/09, which reflects the recovered AIRS fees money – LL] 

TNAIRS 2008-2009 Budget (July – June) Actual Variance
AIRS $       1,510 $       1,502 $             (8)
AIRS prior year’s dues $           – $             –
Interest $       2.50 $       2.39 $       (0.11)
Total Revenue $       1,513 $       1,504 $       (8.11)
Internet fees $         192 $         391 $         (199)
Domain fees $           25 $           10 $           15
Annual TNAIRS board meeting $         300 $         153 $         147
Travel to AIRS affiliate meetings $         400 $         400
Scholarship to AIRS conference $         425 $         383 $           42
Fees to state $           20 $           41 $          (21)
Events $         300 $         300
Total Expenses $       1,662 $         979 $         683
Revenue – Expense $       (150) $         526 $         675
Starting Balance July 1, 2008 $       3,482
Ending Balance June 30, 2009 $       4,008




Lynn moved that we approve the budget and this was seconded by Diane. The motion had no objections and was unanimously approved.  Audrey thanked Doug and Diane for working on the budget for the group.


Proposed Amendments to the By-Laws


Audrey noted that she had earlier sent out an electronic version of two proposed amendments to the by-laws (with the five days required notice to board members). The first amendment will extend the term limits of board members who have already served 2 3-year terms, and the second amendment specifies that board members must unanimously approve the temporary suspension of a by-law. Audrey noted that the two amendments will have to be approved by two-thirds of the board. See below:






Article V: Board of Directors


Section 9:        Eligibility for one or more members of the Board of Directors to continue to serve on the Board may be extended for a specified period, not to exceed one three-year term, under unusual or extenuating circumstances in the life of the organization, with the approval of four-fifths of the Board of Directors.   Such Directors must still be elected or appointed by the usual measures and all other requirements for Board membership shall still apply.  This amendment, unlike other amendments, may be made with five day notice to the full Board of Directors.   Notice of and voting on this amendment may be made electronically, so long as there is a record kept of the vote.


Article X: Amendments


Section 3:        A particular by-law may only be temporarily suspended with unanimous consent of the Board of Directors, in extreme or unusual circumstances and in order to facilitate the transaction of business.   The particular by-law being suspended may only be suspended for the meeting in which the business to be transacted requires it.  Both the decision to temporarily suspend the by-law and the meeting to transact the necessary business may be in person or via electronic communication such as conference call or email.  A record must be kept of the vote to temporarily suspend a particular by-law and the reason for the Board vote to do so.


Audrey also noted that she increased the proportion of Board members needed to approve these changes from the usual three-fourths – to four-fifths for the extension of board membership eligibility since we should not do this without strong support, and to unanimous for temporary suspension of a by-law, since that can be a dangerous door to open and we wanted to limit its use to seldom if ever.  She suggested the second amendment because she felt we needed a way to suspend a particular by-law in the future if we found it stood in the way of doing business effectively.  But it can also be misused so we wanted to make it difficult to do – hence the need for unanimous approval, specificity of by-law and temporary use only.


Doug thanked Audrey for her hard work on the by-laws and noted that it exposes a serious weakness in the organization: we only have so many members to choose from in TN. He strongly suggested that we bring in out of state board members to strengthen the group and to increase revenue. Ron noted that we currently have 26 AIRS members, all members of TNAIRS. John noted that there is a limited pool from which to draw board members within the state, and he said this is a good reason, as we are transitioning, to adopt the first proposed amendment and keep the historical leadership on the board (Doug Fluegel, Audrey May, Ron Reid and Lynn Sorrell) who would otherwise be rolling off next term.


Audrey noted two issues at stake here: (1) possibility of bringing in TNAIRS members from outside the state and (2) whether or not the term limits are appropriate. Ron agreed strongly with Doug that we need to bring in out of state members, and asked if we could simply allow that as things stand. Doug thought there may be some state filings involved. Ron felt that we don’t need both a board and an executive committee, but Audrey noted that there is an issue in the by-laws about that. Article VII, Section 1 states: The Board of Directors may designate an Executive Committee, which shall consist of the officers. The Executive Committee, when the Board of Directors is not in session, may exercise all powers of the Board of Directors and shall report any actions to the Board of Directors. The presiding President may declare Executive Session.”


Barbara moved to approve the first by-law amendment, Doug seconded and then Lynn asked if there were any comments before a vote. Robin Harwell moved that the amendment be moved to Section 4 instead of Section 9 of Article V, and suggested that we retain the two-thirds majority vote required for this. Barbara suggested that we go ahead and approve the first amendment today and set up a by-law committee to work on the second amendment details. Lynn called for a vote and the first amendment was unanimously passed by the board. He asked John as President-Elect to appoint a by-law committee to look at other amendments and issues in the current by-laws.



Nomination and Election of Officers


Lynn Sorrell identified John Hayes as the nominee for incoming President, Doug Fluegel for the new Vice-President/President-Elect, Diane Schlaufman as the returning Treasurer and Lisa Lumb as returning Secretary. He asked for any further nominees and there were none. Ron moved that nominations be closed and this was approved unanimously. Lynn asked current board members to vote on the nominees and these nominees were approved unanimously by the board.


Legislative Update on 2-1-1/2-1-1 Advisory Council


Doug said that the “Calling for 2-1-1 Act” has been pending since 2002. He is happy to report, however, that for the first time he has real hope that the act will pass. Hard times have finally convinced Washington that 2-1-1 is very important; Lamar Alexander finally signed on, which is a sizeable achievement. So far 45 Senators and 128 representatives have co-sponsored the bill and this is a relatively bipartisan group in the House and the Senate. He reminded everyone to please contact their representatives and ask them to sign on. Ron asked if Corker had signed on and Doug said not yet. John said that Corker is currently looking at the issue. Doug said there is an issue with abortion calls. Lynn said that neither his agency nor Johnson City ever have any calls with that issue and that Dr. Roe will get on board with this legislation because his predecessor supported it. Marian Raml has Matthew Hill, a Republican, on her board. He asked about Zack Wamp. Doug said that Wamp had supported the act in the past and that we need to push ahead with getting this support.


Doug said that the State Legislation for the 2-1-1 Advisory Council passed both the House and the Senate and that we had sent them our nominations for the Council. John said he sent notes to each nominee we recommended to make sure they are really willing to serve. Doug said they are still months away from appointing the 17 board members. Director of the TN Regulatory Authority, Mary Freeman, will be the chair of the council.


Nancy Lofaro (United Way of Greater Knoxville) pointed out that there seemed to be a majority of white males on the nominee list. Doug said that Director Freeman noted that as well. He said currently there are 8 African-Americans and 1 Hispanic in the list of 26 people we submitted, so it’s relatively diverse list. Sharon Russell asked where the additional nominees came from and John said at our meeting three weeks ago, they asked us for more suggestions. Ron said that the original list came from a brainstorming meeting with Ron, Mary Graham, Lynn, and Doug who came up with a list of organizations we’d like to see represented, and then a later TNAIRS Board conference call narrowed that list to 17. Ron said that Director Freeman specifically requested that we suggest more representatives from West TN and more African-American female nominees. He said that since she was only looking for more West TN representation, he didn’t think TNAIRS members from other parts of the state would object to the suggested individuals.


Barbara Monty asked if the role and purpose of the 2-1-1 Advisory Council was one of oversight of 2-1-1 in the state. She pointed out that the Aging Commission had decided not to use AIRS standards, and she wondered whether, if they are on this board, they could adequately represent our interests. She said her concern was for a statewide 2-1-1 that we’ll be proud of. Ron assured her that they had boiled down a much larger group to a few people that supported 2-1-1; for instance, we recommended Sherry Jones as an asset for 2-1-1 because of her support of us in the legislature.


Audrey noted that there is political influence from the outside. This is a committee chaired by the 2-1-1 Advisory Council. TNAIRS will have major influence, but it’s not our internal group. We want them to get involved, but the question is, will they do the work? John agreed and said this is why he thought we should pare the list down even further. Doug said we could add additional names now. John said we should add some names because we need 30-40 people we feel good about. Audrey concurred, saying this is our opportunity to insure that we get some folks knowledgeable about 2-1-1 on the Council; she asked about the time frame on this. John said he needs the new names by the end of July and he welcomes advocates from everyone’s area. Audrey asked if there were any other criteria besides willingness to serve on the council, expertise and enthusiasm for 2-1-1? John said we need to pick people who could possibly influence funding and represent different sectors in the communities (non-profits, for-profits, chamber of commerce, etc.).

Barbara said she is still concerned about the TRA and whether they will understand our standards. John said he had sent them a copy of the AIRS standards. Barbara said there should be a separate 2-1-1 entity other than TNAIRS and John replied that that was the subject of last November’s meeting of the 2-1-1s and United Ways. He said that only TNAIRS represents 2-1-1 at present; maybe we need a sub-committee in TNAIRS that only deals with 2-1-1s?


Ron said it was his understanding that even though TRA have responsibility for 2-1-1, they have left it all up to TNAIRS and have been very hands-off. In fact, TNAIRS was mentioned in the very first legislation which provided some set-up money. So TNAIRS ended up with lots of 2-1-1 responsibility, whether we wanted it or not.


John asked for extra nominations to be sent to him, with some biographical as well as contact information. He said he would send out an official email to the board soliciting new nominees, and would like them sent to him by July 11, 2009.


Lynn asked if there was any other TNAIRS business? He noted that his 2-1-1 was the only agency to border Virginia, and he had invited Barbara Purdy and the Bristol, VA contact to join TNAIRS.


John said that the Calling For 2-1-1 Act does require that the state set up an agency to receive funding and his understanding in talking with Doug and TRA is that TNAIRS is that body. So even though we’re talking about 2-1-1, TNAIRS is the overseeing body. Audrey asked if the 2-1-1 Advisory Council would change that? John said we needed to work that out.


MOU between TNAIRS and 211 US


John said we need to okay the MOU between TNAIRS and 211 US; we’re agreeing to follow their standards. Barbara asked what was the relationship between 211 US and AIRS and John said they are partners. Ron noted that United Ways of America and AIRS are coalescing and focusing on 2-1-1. Audrey said that AIRS and UWA are navigating between 2-1-1 and many organizations like NENA (the N-1-1 group) and others. It’s clear that all these organizations want a single voice for 2-1-1, with strong support from UWA and AIRS. John noted that the MOU document solidifies that relationship and clearly sets the standards with consistent outcomes across the board and across the country. We’re educating TRA about this; this is why TNAIRS needs to be involved. Audrey noted that the AIRS standards are not just for 2-1-1, but for all I&R agencies. As the existing 2-1-1 body in TN we’ll sign this now; but in the future will this be the 2-1-1 Council’s responsibility?


Doug said that TNAIRS is a 501(c)(3); we were set up explicitly to receive funding. He asked John what the MOU actually meant. John answered that it requires that we as a state are committed to implementing the common standards and have in place the procedures and policies to be consistent. Ron asked if all states were asked to sign. Barbara moved that we sign the MOU, Doug seconded it. Lynn noted that there was a motion on the floor for John as President of TNAIRS to sign this on TNAIRS behalf, and this was approved unanimously.


Carla Snodgrass (Prevent Child Abuse TN) asked, “We’re not a 2-1-1, so how does this affect us?” John says it doesn’t affect you at all. Lynn asked if 211 US receives funding and Doug said he wasn’t sure; earlier they were just made up of volunteers. John explained that they are moving toward the same set of standards. Ron reminded those present that AIRS signs a similar contract with TNAIRS every year. Audrey asked if this was just a sort of mutual understanding and Lynn asked if we were signing the MOU to a lobbying arm? Audrey said yes, lobbying is a very important part of what they do, but they also work on standards, focusing on “key deliverables.” For instance, they are working to fix the cell phone routing problems. John said they are also working on emergency services, FEMA coordination, etc. He said he saw them as setting guidelines in place that we can use and focused only on 2-1-1. Lynn asked if that meant they had no enforcement capability and Ron said no they don’t; they are just like AIRS in that regard, just a professional organization. Doug said they are working on finding out where each TN 2-1-1 call goes county-wise; they are a group of volunteers who care deeply about 2-1-1.





AIRS Conference Scholarship Recipient Report


This year’s recipient of the AIRS Conference Scholarship was Nancy Campbell, a Certified I&R Specialist at LINC/2-1-1 in Memphis. Nancy attended the meeting and gave a brief report on her experiences. She began by thanking everyone for the chance to attend, especially Ron and Audrey for giving her time off to go to the conference as we are so short-staffed. Although this is her 8th year in I&R, attending the conference gave her a much broader perspective on the profession. She attended 8 workshops in 2 and a half days and really got a lot out of the workshops. Nancy said it was the best organized conference that she had ever attended. She congratulated Audrey on her excellent presentation at the conference on Libraries and I&R, and thanked the board for allowing her to go to the conference.




Election of Board Members


Lynn presented the board members who were nominated to serve their third three year term: Doug Fluegel, Audrey May, Ron Reid, and Lynn Sorrell.


The following persons were presented for election to the Board:


Scott Payne – 2-1-1/Family & Childrens Services – Nashville

Marian Raml – Contact Ministries/2-1-1 – Johnson City

Lynn moved that the two new board members be elected and everyone seconded this motion. He also moved that the four board members who had been approved for eligibility for a third term (Doug, Lynn, Audrey and Ron) be elected and this was also seconded by all. The motion was approved unanimously.


The chart below shows the current board members and their terms of offices:


Name 2006 2007 2008 2009 2010 2011
Tim   Chavis X X X
Renee Eldridge X X X XX XX XX
Doug Fluegel XX XX XX 0 0 0
Robin Harwell X X X
John   Hayes X X X XX XX
Sharon Johnson X X X XX XX XX
Lisa     Lumb X X X
Audrey May XX XX XX 0 0 0
Barbara Monty X X XX XX XX
Carole Moore-Slater X X X
Ron       Reid XX XX XX 0 0 0
Sharon Russell X X XX XX XX
Diane Schlaufman X X X XX XX XX
Lynn Sorrell XX XX XX 0 0 0
Scott Payne X X X
Marian Raml X X X


X = first elected term

XX = second elected term

0 = current by-laws amended (6/24/09) to allow another 3 yr term


Doug asked about nominating out of state people to the board. Audrey noted that we now have 16 members, so we could add three more without exceeding our maximum number of 19. She moved to table this issue for further discussion at a later date.



By-law Committee


John as new president nominated Audrey, Barbara, Ron, Doug and Lynn to the By-laws committee. Ron declined as did Barbara, although she offered to be available for advice on the issue. Robin Harwell later indicated that she might be able to serve on this committee. Audrey suggested that we set a date of August 10th for email comments by the board on pending by-law changes. She asked Lisa to send everyone the by-laws electronically in the meantime.


New President Closing Comments


John said his goal as incoming President is to expand TNAIRS to other I&R Agencies in the state and not just 2-1-1s. He said we need to insure that standards are followed, by bringing everyone into the fold, like for instance, TNHELP. He said he liked Barbara’s suggestion of both an I&R focus and a 2-1-1 focus in TNAIRS.


He moved to thank Lynn for his service as president, Sharon Russell seconded and all approved this motion. John adjourned the meeting at 5:30pm.





Respectfully submitted by,


Lisa Lumb

TNAIRS Secretary