FINAL 8/14/19 AGENDA Annual Meeting · criticism trumped the realistic appraisal of alternative courses of action. Association governance is like rocket science in at least one way:

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AGENDA

Annual Meeting Interstate Commission of Nurse Licensure Compact Administrators (ICNLCA)

August 20, 2019 9:00 am (Breakfast 8:00 to 9:00 am)

Vevey Meeting Room, 2nd floor of the Event Center Swissotel

323 N. Wacker Chicago, IL

Core Purpose To enhance cross border practice and nurse mobility, thereby providing for greater accessibility to safe healthcare.

Mission

The mission of the Interstate Commission of Nurse Licensure Compact Administrators (ICNLCA) is: To facilitate cross border nursing practice through the implementation of a nationally recognized, multistate license.

ICNLCA enhances nurse mobility and public protection primarily through:

Maintaining uniform licensure standards among party state boards of nursing.

Promoting cooperation and collaboration between party states.

Facilitating the exchange of data and information between party states; and

Educating stakeholders.

Core Values:

Transparency

Integrity

Accountability

Innovation

Collaboration

# Time Action Agenda Item Attachment

1. 9:00 am

a) Call to Order (Tedford) b) Roll Call (Bieniek) c) Declare Quorum Present (Tedford) d) Introduce New Commissioners (Tedford)

Jacki Areclin, CO (Interim); Russ Barron, ID; Toni Herron, IN; Jessica Estes, KY; Bonnie Crumley Aybar, NH; Joanne Leone, NJ; Peter Kallio, Wisconsin

FINAL 8/14/19

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e) Introduce Facilitator, Mark Engle (Tedford) f) Introduce NCSBN Staff and Welcome Guests

(Tedford) g) Order of the Day (Tedford)

2. 9:20 am

Governance Training: Roles and Responsibilities of Board

Members and Association Staff

2

11:30 am

LUNCH

3. 12:30 pm Review/Approve

Minutes of June 4, 2019

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4.

12:35 pm

Information

Legislative Updates (Fotsch)

5. 12:50 pm Information

Reports:

a) Treasurer’s Report (Oertwich) b) Rules Committee Report (Ridenour/ Thompson-

May) c) Training & Education Committee Report (Glazier)

I. New Video Availability II. Debut of new video - Live Demo (Glazier)

d) Elections Committee Report; Nominations (Poole/LaBonde)

e) Policy Committee Report (A. Fitzhugh)

Call for Volunteers (1) f) Compliance Committee Report (F. Knight)

Call for Volunteers (1)

5a

5d

2:30 pm

BREAK

6. 2:45 pm Discuss

Granting Exemptions for Employment in Healthcare Facilities (Baker)

6

7. 3:00 pm Information Strategic Planning Update (Tedford)

8. 3:05 pm Information Deactivation of the Multistate License

9.

3:10 pm Information Update from NCSBN staff on Puerto Rico and English Proficiency (NCSBN staff)

3

10. 3:15 pm Discuss/Decide Approve FY20 Commission Meeting Schedule (All)

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11. 3:20 pm Information Recognition (Tedford)

12. 3:30 pm Information Open Discussion (All)

3:40 pm ADJOURN

REFERENCE DOCUMENTS

Statutes

Rules

Bylaws

Committees

Commissioner Roster

Map

Board culture

reflects the human

side of association

governance:

the written and

unwritten rules that

influence how the

board operates.

culturecounts

in the boardroom

How can a group of intelligent individuals sometimes

act so foolishly when they join together as a board?

Or a group with varying degrees of talent become an

exceptional board? Association governance consultant

Nancy Axelrod explores the relationship between

board performance and board cultures that promote

trust, teamwork, candor, and constructive conflict,

while urging CEOs and chairs to become “chief board

development officers.”

What major company included the following values in its 2000 annual

report: communication, respect, integrity, and excellence? Read on to find

the answer – you may be surprised.

Corporate governance scandals of the last few years have lowered

public trust and heightened public scrutiny of all governing boards.

Congressional leaders are calling for better oversight and regulation. State

and federal officials who oversee tax-exempt organizations are considering

new legislation to enhance accountability. These days, the press sends its

investigative journalists to cover not only the Enrons of the world but

nonprofit organizations as well. And association leaders are adopting

provisions of the Sarbanes-Oxley Act of 2002, the federal legislation that

requires primarily public companies to enact stricter, more transparent

governance, financial, and management practices.

These measures may contribute to better governance, but all the

accountability checks and procedures in the world ultimately won’t

prevent your board from making lousy decisions with potentially

disastrous consequences. If association leaders become ensnared in the

thicket of requirements prescribed as fixes without also looking at how the

phenomenon of culture shapes the way their boards behave as a group,

they will miss the forest for the trees.

Board culture reflects the human side of association governance: the

written and unwritten rules that influence how the board operates, the

chemistry between board members and professional staff, and the basic

assumptions that individuals bring to their work. The tone at the top – or

the values that the CEO and board chair bring to their role as “chief board

development officers” – has a major effect on the board’s culture. But the

steady turnover of board members and officers creates a “rolling culture”

that keeps boards in flux. Building a healthy governance culture is an

ongoing process, not an intermittent task to rescue you if you inherit the

“board from hell.”

By Nancy R. Axelrod

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The best association CEOs and board leaders grasp the paradox of

assembling a number of highly competent individuals only to find that,

contrary to preconceived notions of “the best minds in the best place,”

they can form an incompetent group. These leaders actively monitor how

the board operates as a social system. Others dismiss the stuff of relationships

and social dynamics as either a skill that individuals inherently will bring

(or not bring) to their board service or just too “touchy-feely” or “soft” to

tackle. Four thoughtful “culture observers” offer some new insights on this

key dimension of board building that the growing governance cottage

industry has neglected.

Assessing the Board’s Competencies

In the Exceptional Governance Programs offered for board chairs and

CEOs by The Center for Association Leadership, teams are invited to assess

the strengths and weaknesses of their boards well before they design their

board-building action plans. The program often draws on the work of the

research team of Chait, Holland, and Taylor, who found that without an

intentional effort to develop the capacity of the individuals on a board to

work as a group, their natural inclinations pull them toward the very

things we wring our hands about – away from long-term challenges to

immediate concerns, away from strategy to operations, and away from

collective actions to individual actions.

The leaders of the most effective boards, according to Chait, take

deliberate steps to transform an assembly of talented individuals into a

well-integrated group. As a result, their boards demonstrate interpersonal

and analytical competencies. These boards recognize that an inclusive and

cohesive board makes better decisions than do individuals, but they

continuously draw upon members’ multiple perspectives to avoid the trap

of “group think.” They foster inclusive relationships from the time a new

board member is recruited, and they build in regular opportunities for

board development, gathering feedback on their performance and learning

from their mistakes.

Cultivating the Board’s Team Muscle

Team expert Patrick Lencioni observes that genuine teamwork in most

organizations remains about as elusive as it is touted. In a study of what

makes teams effective, he notes that groups stumble on five natural pitfalls

that can easily occur in boards: absence of trust, fear of conflict, lack of

commitment, avoidance of accountability, and inattention to results.

Unlike the boards of publicly traded companies, which are perceived to

be detached from their shareholders, association boards often are made

up of members and customers. This situation endows individual board

members with a special understanding of the needs of key groups of

members. Unfortunately, it also can burden some members with

allegiances to special interests, which can compromise their duty to act on

The leaders of

the most effective

boards take

deliberate steps

to transform an

assembly of talented

individuals into a

well-integrated

group.

behalf of the welfare of the entire organization.

Teamwork often demands substantial behavioral changes from strong

individual board members who may be set in their ways, used to calling

the shots, and more skilled at muffling conflict rather than voicing differences.

The tendency of some CEOs and board members to suppress criticism and

conflict can undermine decision making. “Dysfunctional harmony” can

create a petri dish in which problems can fester, often leading board members

to air their differences outside of the boardroom in a manner that sends

confusing signals to members.

Such discord also can lead to faulty assumptions in formulating strategy.

The investigation that followed the Columbia space shuttle crash in 2003

uncovered a number of technical and economic problems at NASA that

led managers and engineers to conclude erroneously that a piece of foam

debris that struck the craft after liftoff was not a significant risk. But internal

and external analysts have pinpointed a decision-making culture at NASA

(at that time and preceding the Challenger shuttle accident in 1986) in

which striving for unanimity along with unspoken fear of reprisals for

criticism trumped the realistic appraisal of alternative courses of action.

Association governance is like rocket science in at least one way:

Decisions must be made in real time. But decision makers place their

organizations at risk when they have a low tolerance for differing view-

points. The capacity to test options regarding high-stakes decisions against

the practical wisdom of frontline staff is a precious leadership competency.

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The clarity of hindsight usually confirms that any delay or temporary anxiety

leaders experience as a result of “disconfirming” information is more than

offset by acquiring the information needed to assess the impact of potential

actions. Planning for the worst case rather than the best is what we should

expect of fiduciaries.

What Makes a Great Board?

Thanks to the colossal governance breakdowns at companies such as

Enron, WorldCom, and Tyco, the correlation between the board’s ability

to work as a robust group and its performance is now emerging in the for-

profit sector. When corporate governance expert Jeffrey Sonnenfeld examined

these meltdowns, he found no broad patterns of corruption or incompetence

among the boards of these failed companies. Actually, these boards

demonstrated some of the best governance practices regarding meeting

attendance, board size, committee structure, the financial literacy of

individual board members, accountability mechanisms (e.g., codes of

ethics and conflict of interest policies), and even the ratio of inside to

outside directors.

When Sonnenfeld compared boards of high-profile companies that

failed with corporate boards considered the best in the field, he isolated

the degree to which the board was performing as a “high-functioning

work group” as the most salient difference. What makes “great boards

great” in the corporate sector, concludes Sonnenfeld, has little to do with

the new requirements of the Sarbanes-Oxley Act.

The exceptional boards Sonnenfeld studied demonstrated critical

group traits such as a climate of trust and candor among board members

and between the board and management; a willingness to share information

with board members openly and on time; a culture in which board members

feel free to challenge one another’s assumptions and conclusions and in

which management encourages lively discussions of strategic issues by the

board; and a commitment to assessing the performance of the board as a

collective group as well as of the individual members. These kinds of

boards do not spring whole from the head of Zeus. Their cultures are

intentionally and meticulously shaped to reward them for performing in

this manner.

“If you are unfaithfully with us, you are causing terrible damage.”

Rumi

The shared beliefs and assumptions that people bring to their work

often are so ingrained in an organization that they do not emerge until a

dramatic change – a crisis, a leadership transition, or a strategic shift such

as a merger – outs them for scrutiny. The rub is that board and staff members

often are reluctant to articulate problems before they become crises. The

fears of being put in a position of assigning blame, producing remedies,

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or bringing negative publicity to the organization – let alone losing one’s

position or standing in the organization – are very real. Samuel Goldwyn,

the former CEO of MGM, demonstrated this to his senior team after a

string of box office failures incited him to demand that they tell him what

was wrong with his or the company’s performance. In a Dilbert-like

addendum, he insisted on this candid feedback “even if it costs you your

jobs.” According to reports, individual board and staff members at United

Way of the National Capital Region who questioned unseemly financial

practices some time ago did lose their jobs.

Few sights are grander to board anthropologists than a CEO and board

chair who are in touch with the board’s culture. When they understand

that much of their success derives from the effectiveness of the board as a

team and the norms of behavior that guide its work, they are more willing

to invest time in shaping the group’s tribal rites. If these two leaders are

reluctant to identify problems or invite different viewpoints, this creates

an organizational learning disability. The natural human tendency to

avoid conflict becomes insidious, says leadership expert Warren Bennis,

when it begins to “institutionalize the suppression of honesty.” He cites

the culture of the New York Times (before reporter Jayson Blair was

dismissed for his plagiarism and dishonest reporting) as an example:

“Is Raine’s [former New York Times executive editor] failure so different

from Ken Lay’s failure at Enron? Both failed to create cultures of candor –

organizations where employees know they can deliver bad news and their

bosses will listen even if they don’t like what they are hearing. The Times

even had its own version of Enron whistleblower Sherron Watkins. At least

one person, metropolitan editor Jonathan Landman, delivered the bad

news, told the truth, and tried to expose Blair. Raines, it turns out, just wasn’t

much of a truth listener. If he was, how long would Blair have lasted

before one of his disaffected colleagues – or a half-dozen of them – had

exposed him to Raines? Speaking truth to power is essential, but it's only

half of the equation. Cultures in which power welcomes truth tend to

solve their problems internally. They discover and deal with their Jayson

Blairs before their Jayson Blairs make headlines. A culture of candor isn’t

just some warm, fuzzy way to cosset employees; it’s good business.”

Nell Minnow, head of the Corporate Library (an independent research

firm that identifies best practices and standards for the modern global

corporation), recently addressed a meeting of Independent Sector’s

Committee on Ethics and Accountability. In addition to the duties of care

and loyalty that are legal obligations of board members, she urges them

to fulfill the “duty of curiosity.” When you combine board members who

neglect this duty with a CEO who attracts and rewards “yes men and

women,” it can be lethal.

And as for those CEOs of major companies who now are most familiar

to us as “defendants,” Minnow observes, “The hardest thing in the world

is to find people to say you’re wrong. It’s something you see over and over,

“The hardest thing

in the world is to

find people to

say you’re wrong.

Success is a much

greater problem

than failure.”

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whether it’s Enron or General Motors. Success is a much greater problem

than failure.” In a recent interview, former Enron vice president Sherron

Watkins concurs when she says, “Ken Lay’s failure was that he just wanted

to hear good news.”

“To create learning organizations, we must understand the underlying

agreements we have made about how we will be together.”

Margaret Wheatley

Culture is hard to measure in ways that satisfy social science standards.

Unwritten rules and patterns of behavior evolve slowly and often imper-

ceptibly at most organizations. When it comes to board culture, however,

this process is accelerated by the continuous turnover of the board chair,

the designated facilitator of most board meetings. My work over the last

three decades has given me ample opportunity to observe individuals who

bring good group-process skills, the capacity to engage every board member,

and the ability to learn and listen “athletically” to this role. Regrettably,

others bring ideological rigidity and a fear of inviting views that don’t

accord with the inner circle.

It is much easier to diagnose a cracked culture than to fix it. Conflict is

messy. It requires a strong gut and a different approach to processing

information and making decisions than the way some of us prefer to

work. If you can’t relate to this, ask yourself how you as a CEO would react

if a Sherron Watkins, a Colleen Rowley (FBI staff member who identified

gaps in security measures before the September 11, 2001 terrorist attacks),

or a Ross Dembling (former board member of United Way of the National

Capital Area whose early questions were rewarded with his expulsion

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from the board), warned you that something did not smell right – well

before your own nose started twitching? (No fair using hindsight to

respond!)

Most of the critiques about Enron’s demise have focused on the

corruption and abuse at the top and the financial victims who worked at

the bottom of the hierarchy. But the most incriminating red flags for me

were the amount of time that highly qualified board members apparently

devoted to either sleeping or rubber stamping on the job and the number

of managers who knew for some time that things had gone awry. In the

2002 interviews Fast Company conducted with Enron employees, staff

members who reviewed and reimbursed corporate expense accounts

regularly found questionable items such as expenses for strip clubs.

Others were puzzled that new business ventures had no customers and

were offended by the arrogance and free-spending ways of company leaders.

If vice president Sherron Watkins’ claim that Enron’s chief financial officer

tried to fire her when she warned CEO Ken Lay about the company’s

accounting practices is true, should we be surprised that others did not

communicate their concerns?

Learning How to Practice Constructive Conflict

As tempting as it is to provide you with another list of the features of a

healthy organization, it is more illuminating to discern the signals of one

that is not. A healthy culture is not present when CEOs and managers do

not make it safe for their staff members and their board members to question

inconsistencies, perceived improprieties, or dubious practices. It is not

present when board members do not question peers who put their own

interests above the interests of the entire organization or become external

critics before they have shared their concerns through proper, internal

channels. It is not present when board members who express intelligent

doubt in a responsible manner are ignored, labeled as disruptive, or

even urged to end their board service. And here’s a news flash: It can be

compromised by the “administrivia” we frequently feed to our board

members to address at board meetings.

“Tired ears,” a Middle Eastern phrase used to describe people who have

stopped listening, can be found on the heads of board members who

chronically and selectively filter information in a manner that jeopardizes

decision making. The lack of interest in hearing opposing views and the

tendency for some of us to “pronounce” our positions rather than engage

intellectually on controversial issues are chronic patterns of communication

within some boards. In scores of board meetings I have participated in

either as a CEO, board member, or governance consultant, I have watched

board members and CEOs tell their positions and react to their colleagues’

views. Less evident are the communication skills of listening to hear the

differences, probing for information among colleagues with other opinions,

and engaging in what Lencioni calls productive ideological conflict rather

than destructive fighting and interpersonal politics.

It is not surprising that the practice of dialogue is missing in action

from many boardrooms, because most Americans lack the interest or practice

time in learning how to use it. Just think about recent exchanges concerning

U.S. presidential candidates or the war in Iraq you have had (or avoided

having) with loved ones or professional colleagues with contrary political

views. How many of them have been characterized by “equality and the

absence of coercive influence, listening with empathy, and bringing

assumptions into the open” – the three features that Daniel Yankelovich

describes to distinguish dialogue from discussion?

In The Will to Govern Well, Glenn Tecker and his colleagues provide

strategies to help association leaders grow a culture that facilitates dialogue

and decision making around strategic issues. Boards that cannot engage in

candid discussions of complex issues that defy quick solutions unwittingly

encourage their members to channel dissent in destructive ways.

Association leaders who understand that dissent does not equal disloyalty

and consensus does not equal unanimity have a greater appetite for these

kinds of conversations at the board level. Those who do not appreciate

the differences would do well to add books on the art of facilitation and

dialogue to summer reading lists.

Shaping Robust Cultures

Thinking about the lessons of Enron and determining the practices that

we should voluntarily adopt from the Sarbanes-Oxley Act are helpful as

long as they do not deflect attention from the root causes of malfeasance,

mismanagement, or plain old nongovernance. Boards will continue to

play a crucial role in organizational compliance with ethical standards.

But accountability practices and safeguards designed to prevent abuse will

be meaningless if they are activated without attending to the manner in

which board members work together, where they decide to spend their

time, and how management and the board interact with one another.

Such practices also will be toothless in organizations where leaders do

not consciously examine how well they walk their talk. New regulations

and codes of ethics are of questionable value when they are imposed by

chief executives and board members who do not model the core values so

fashionably displayed on Web sites, annual reports, and strategic plans.

CEOs who lament that their boards micromanage should make sure that

they are not “undermanaging” their role in helping their boards govern

effectively.

The State Department bestows annual awards on Foreign Service officers

for “constructive dissent.” These citations are given to individuals who

have the courage to challenge the system from within and who “challenge

conventional wisdom, intelligently and tenaciously.” Perhaps we don’t

need to go as far as formal citations. But association leaders should ask

themselves what they are doing to create a climate that embraces the

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Association

leaders should ask

themselves what

they are doing to

create a climate

that embraces the

board and staff

members who bring

these valued

leadership skills.

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board and staff members who bring these valued leadership skills.

Ideally, boards should establish performance measures that demonstrate

their own effectiveness. The growing number of boards instituting practices

to enlist feedback on their performance is one of the most promising

trends on the governance horizon. These processes range from plenary

discussions in board meetings to formal, comprehensive board self-

assessments that result in concrete steps to strengthen the board (see figure

1). A well-designed questionnaire that generates a high level of board

participation and a viable plan can help assess whether a gap exists

between the board you have and the one you want. But more informal

methods, such as inviting board members to evaluate their performance

at the end of each meeting, also can help.

THE INGREDIENTS OF AN EFFECTIVE FORMAL BOARD SELF-ASSESSMENT PROCESS

� A joint commitment from the CEO and board chair to learning

from the results of the self-assessment process.

� A small group (e.g., governance committee, executive committee, or

ad hoc planning committee) charged with coordinating the process.

� A customized questionnaire for eliciting information from each

board member that views the board's performance against predeter-

mined criteria that apply to the organization (such as its mission

and the responsibilities of the board).

� A survey form that provides opportunities for multiple-choice

rankings, open-ended responses, and board members to select "don't

know" or "not applicable" as options for responses.

� A process that allows board members to be candid without fear

of awkwardness, compromising themselves, or having their

questionnaire responses attributed directly to them.

� A forum for exploring the results and their consequences facilitated

by an individual with good group-process skills and sufficient

detachment from the governance process to help the group reach its

own conclusions.

� A plan of action with concrete, assignable, and executable steps and

measurable indicators to act on the results.

An association executive recently confided that her board had

developed “chronic governance change fatigue.” She thinks it’s time for a

“board reflection process” rather than another board restructuring. She

recognizes that launching a quest for the best model in reaction to

dissatisfaction with the status quo is futile. Rather than seizing the

Figure 1

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governance model du jour, boards need to decide just how much they

want to be engaged in envisioning direction and shaping strategy beyond

their fiduciary obligations. What constitutes a successful board culture can

be determined only after the criteria of board effectiveness have been

defined.

The answers to these questions are likely to change as an association

goes through different stages of development in its life cycle as well as

leadership transitions. In the meantime, these critical conversations are

missing in too many board forums. For some, desirable board cultures are

those that will simply reward the board for staying out of operations or

minimizing dissent among members. For others, an effective culture will

limit the board’s work to carry out its fiduciary obligations and react to

management’s recommendations. Others will find superior performance

only when the culture supports the board in genuinely shaping

institutional character, direction, and strategy.

It’s the Culture, Stupid

Neither the intense news coverage of governance transgressions nor the

heightened expectations for governing boards is likely to wane. If our

boards do not provide the responsible self-regulation and proactive

governance their stakeholders expect of them, external agencies are likely

to step in and do it for us.

Exemplary governance practices such as mutual respect and candor

among board members cannot be legislated by new policies or by

exhortation. They do not suddenly show up in the boardroom after an

organization has crafted elegant values that are detached from how things

really work: You’ve probably already guessed that Enron is the source of

those four lovely ones listed in the prelude to this article.

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Too many case studies have illustrated that creating a set of values

without building the culture to support them is a hallucination. The

allegations of impropriety and unseemly governance practices that are

jolting regulators will continue to turn associations, foundations, higher

education institutions, and other nonprofit organizations to tougher practices

and new policies. But what is increasingly clear from the latest governance

research in both the private and nonprofit sectors is that the “soft stuff” of

interpersonal skills, group dynamics, and board-management relationships

matters more than ever.

In the 1992 presidential campaign, candidate Bill Clinton’s campaign

advisors mounted a victory by operationalizing their mantra, “It’s the

economy, stupid.” CEOs and board chairs who apply this laserlike focus

to culture – throughout the organization as well as within the boardroom

– are more likely to avert a disaster. But the real prize to be mined is so

much greater: more of that precious social, political, and intellectual

capital that too many claim their board members are withholding.

Nancy R. Axelrod, the founding president of the National Center for

Nonprofit Boards (now known as BoardSource), is a governance

consultant with NonProfit Leadership Services in Washington, D.C.

She can be reached at [email protected].

Resources

Bennis, Warren, “A Corporate Fear of Too Much Truth,” The New York Times, February 17,2002.

Bennis, Warren, “News Analysis: It’s the Culture,” Fast Company, August 2003.

Chait, Holland, Taylor, Improving the Performance of Governing Boards (New York:American Council on Education and Macmillan Publishing Company, 1991)

Fishman, Charles, “What If You’d Worked at Enron?” Fast Company, May 2002.

Lencioni, Patrick, The Five Dysfunctions of a Team (San Francisco: Jossey-Bass, 2002)

Solomon, Deborah, “Life After Whistle-Blowing,” The New York Times, June 6, 2004.

Sonnenfeld, J.A. “What Makes Great Boards Great,” Harvard Business Review, September2002.

Tecker, Frankel, and Meyer. The Will to Govern Well, (Washington DC, American Society of Association Executives, 2002)

Wolverton, Brad, “What Went Wrong? Board’s Actions at Troubled D.C. United Way,” The Chronicle of Philanthropy, September 13, 2003.

Yankelovich, Daniel, “The Magic of Dialogue,” The Nonprofit Quarterly, Fall 2001.

commentary

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BY PAUL POMERANTZ

I enjoyed reading Nancy Axelrod’s article on board culture and couldn’t

agree more that having an open, ethical, and curious board that works

well together ensures better decisions, more satisfying board service,

and ultimately a stronger organization. The challenge is how to build

such a board. Changing association governance culture is tough – I

might suggest even tougher than in the corporate setting. Often, we are

challenged by decades of tradition, rapid turnover in elected positions,

limited resources, and the culture of the professions or industries we

represent. An organization representing physicians faces very different

governance challenges than does an organization representing large

businesses. In associations, there are CEOs and then there are CEOs.

Your authority to drive change is based on many factors, including lead-

ership culture. Depending on the association, executives can either lead

change directly or lead indirectly by letting others discover.

The failures in the corporate and nonprofit settings Axelrod describes

have pushed governance to the top of the public agenda. The problem

is that the perceived solution, enhancing checks and balances between

management and governance, is only a partial solution. Independent

directors, audit committees, and whistleblower policies will not help

boards understand their businesses, drive strategic direction, and evaluate

new opportunities. Indeed, recent articles in Business Week and the Wall

Street Journal report that many businesses are pushing back on the type

of regulated approach suggested by the Sarbanes-Oxley Act.

In the May 2004 issue of Harvard Business Review, David Nadler writes,

“the high-performance board, like the high-performance team, is

competent, coordinated, collegial, and focused on an unambiguous

goal. Such entities do not simply evolve; they must be constructed to an

exacting blueprint.” The article describes the steps that boards must

undertake to understand their work and role, recruit the right people, set

the right agenda and, especially, develop the right culture.

I believe that stewardship of governance is the primary responsibility of

every chief executive officer. Without effective governance, CEOs lead

without a mandate, strategy is uninformed, resources are not allocated

properly, and politics and mistrust undermine the potential for progress.

Governance is about vision and direction, but it also is about people,

dealing with individual sensitivities, egos, diverse styles, and inevitable

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conflict. It is inherently messy, and resistance is to be expected. CEOs

have many governance tools at their disposal, such as leadership

development, board evaluation, agenda development, communication

and information, and strategic planning. Certainly, a good relationship

with the chief elected leader as suggested by Axelrod is essential.

Ultimately, however, successful governance requires courageous staff

leadership. We can only have a progressive board culture if the CEO

models the values, openness, preparation, curiosity, and sensitivity that

are required and maintains the tenacity to see it through, board after

board after board.

Paul Pomerantz is executive director of the American Society of

Plastic Surgeons. He can be reached at [email protected].

1

MINUTES

NLC Commission Teleconference

June 4, 2019 2:00 PM CT

Commissioners Present: Janeen Dahn representing, Arizona J. Baker, Florida (Member-at-Large) J. Cleghorn, Georgia T. Herron representing Indiana K. Weinberg, Iowa J. Estes, Kentucky K. Lyon, Louisiana P. Johnson, Mississippi L. Scheidt, Missouri A. Oertwich, Nebraska (Treasurer) D. Nies, New Hampshire S. Pfenning, North Dakota, (Vice-Chair) K. Glazier, Oklahoma, (Member-at-Large) C. Moody, South Carolina G. Damgaard, South Dakota L. Lund, Tennessee J. Douglas, Virginia L. Skarlupka representing Wisconsin C. LaBonde, Wyoming

DRAFT

2

Others: Pam Hagan, Kentucky D. Klein, Louisiana PN Isabelle Brown, Louisiana RN Bonnie Crumley Aybar, New Hampshire Mark Majek, Texas Phyllis Mitchell, Vermont Staff Present: M. Bieniek, Sr. Coordinator, NLC, NCSBN J. Puente, Director, NLC, NCSBN N. Rajwany, CIO, NCSBN

# Agenda Item Minutes

1.

a) Call to Order (Chair, S. Tedford) b) Roll Call (M. Bieniek) c) Declare Quorum Present (Chair,

S. Tedford) d) Adopt Agenda (Chair, S. Tedford)

Chair S. Tedford called the meeting to order at 2:05 pm CT.

Tedford declared a quorum present.

L. Scheidt made a motion to adopt the agenda as presented and D. Nies seconded. The motion carried.

2.

Draft Minutes of March 25, 2019, Midyear meeting

A. Oertwich made a motion to adopt the minutes as written and J. Baker seconded. The motion carried.

3.

Legislative Affairs Update (R. Fotsch)

R. Fotsch provided the legislative affairs update.

New Jersey: NJ passed the NLC and now we are waiting for the Governor’s signature. The Governor has 45 days to sign.

Michigan: We are hoping to move the Michigan NLC bill out of the House committee on Thursday. There is opposition from the unions.

Massachusetts: We intend for the NLC bill in MA to get a hearing over the summer. We feel very confident for its prospects in the House and the Gov office, but will have a tough battle in the Senate.

Pennsylvania: We have a filed bill in Pennsylvania. I have been in contact with the sponsor. We already have support in PA but since this is new, there will need to be a lot of education over the summer in hopes of moving the bill in the fall.

3

Vermont: We are currently working with Vermont to send out an NLC survey. We hope that Vermont will be able to move a bill next year.

4.

Chair’ Report: Summary of Actions from May 2019 Executive Committee Meeting (S. Tedford)

Chair S. Tedford summarized the decisions made at the May 2019 Executive Committee meeting: Strategic Planning:

EC developed Outcomes and Strategies.

Next Step: Staff to develop Tactics for Review at Next EC meeting

Charges for Compliance Committee:

1. Review the compliance audits of other interstate compacts to identify best practices

2. Identify areas of compliance wherein policies are recommended.

3. Identify areas of compliance to be included in a compliance audit.

Charges for Policy Committee: To draft policies related to:

1. Conflict of Interest 2. Non-payment of dues 3. Deciding elections by lot 4. Advisory opinions 5. Composition, duties, tenure of committees.

Other:

P. Zickafoose is appointed to replace the retiring D. Nies on the Policy Committee.

The Policy Committee is to meet via Webex.

5.

Elections Committee Report:

(LaBonde)

C. LaBonde provided the report.

Nominations for the Executive Committee will be accepted at annual meeting on Aug. 20 and through the end of August.

There will be four vacancies (Chair and three Member at Large positions.)

For the three member at large positions, the position receiving the 3rd highest number of votes, will be the position designated to the one year term and the two positions receiving the highest number of votes will be in two year term positions.

Terms begin on Oct. 1.

6.

Treasurer Update: (Oertwich)

Oertwich provided the Treasurer report.

Annual fee invoices will be mailed to states in the first week of June.

The fee is $6,000 and is due by Oct. 1. Payments received

4

after Jan. 1, 2020 are considered delinquent.

7.

Focus Group of Board Staff to Review Multistate Duplicate Report (Puente)

Puente convened a focus group of board staff who are responsible for reconciling the duplicate multistate license report. The group decided the following:

8.

Suggestions for Commission Annual

Meeting Agenda (J. Puente)

Puente requested any suggestions for the annual meeting agenda. There were no suggestions offered at this time. Members may continue to submit any suggestions to staff. A call for agenda items will be sent to members by staff.

9.

Open Discussion (All)

There was no additional discussion.

ADJOURN

J. Baker made a motion to adjourn and J. Ridenour seconded. The motion carried.

YTD Actual*FY19 Annual Budget Variance YTD Actual*

FY19 Annual Budget Variance

Cash balance at 10/1/18 $506,327

Revenue Revenue

Secretariat Fee (MOU) $50,000 $50,000 $0 Annual fees collected YTD $57,000 $174,000 ($117,000)

Interest Income

$7,292 (10/1/18-6/30/19) $0 $0

Total Revenue $64,292 $174,000 ($109,708)

Expense Expense

APRN Compact $2,210 $24,528 ($22,318)

Staff (Salary/Bene/Tax) $197,418 $264,216 ($66,798)

**Legal Fees $30,200 $50,000 ($19,800)

Consultant Fees $26,250 $20,004 $6,246

Supplies & Materials $7,212 $12,996 ($5,784)

Meetings & Travel $238,111 $327,348 ($89,237) Meetings & Travel $0 $3,000 ($3,000)

Internet $0

Printing $307 $9,996 Secretariat Fee (MOU) $50,000 $50,000 $0

Awards and Gifts $6,109 $6,000 $109

Postage/Shipping $1,110 $5,004 ($3,894)

Copying Cost $413 $0 $413

Library & Memberships $48 $3,492 ($3,444)

Total $479,188 71% $673,584 ($184,707)

Total Expense $80,200 $103,000 ($22,800)

Cash balance at 6/30/19 $490,419

*Based on NCSBN financial reports for period ending 6/30/19.

NCSBN-funded NLC Revenue / Expense Report*

Commission-funded NLC Revenue / Expense Report

EXECUTIVE COMMITTEE POSITIONS FOR WHICH

NOMINATIONS WILL BE ACCEPTED

Chair Currently Held By: Sue Tedford, MNSc, APRN, RN (NLC Commissioner – Arkansas) Executive Director, Arkansas Board of Nursing Term expires: September 30, 2019

Member-At-Large Currently Held By: Kim Glazier, RN, M.Ed. (NLC Commissioner-Oklahoma) Executive Director, Oklahoma Board of Nursing Term expires: September 30, 2019

Member-At-Large Currently Held By: Joe Baker, Jr. (NLC Commissioner-Florida) Executive Director, Florida Board of Nursing Term expires: September 30, 2019

Member-At-Large (new position): VACANT Term: October 1, 2019 to September 30, 2021

Timeline:

August 20 Nominations Accepted at Annual Meeting (and through August 31 via email to [email protected]

September 1 Slate of Candidates Announced

September 20 E-ballot sent

September 20-30 Electronic Voting Open

October 1 Election Results Announced; Term Begins

Executive Committee Positions and Duties

Collective Duties of the Executive Committee:

1) Manage the affairs of the Commission in a manner consistent with the By-laws and purpose of the Commission.

2) Approve budgets, provide fiscal oversight and provide for an annual fiscal review; 3) Propose policies and procedures for consideration by the Commission; 4) Contract for services and monitor contract compliance; 5) Monitor and enforce Member compliance with the Compact; 6) Appoint standing and ad hoc committees. 7) Approve and maintain minutes; 8) Perform other functions as are necessary or appropriate to effect the purpose of the

Commission between meetings of the Members of the Commission.

Duties of Executive Committee Positions:

Chair

The responsibilities of the chair shall include:

1) Call and preside at Commission and Executive Committee meetings,

2) Act as spokesperson for the Commission,

3) Set agenda for meetings of the Commission and the Executive Committee,

4) Review and approve draft minutes for meetings of the Commission and the Executive

Committee,

5) Act as primary liaison to National Council of State Boards of Nursing,

6) Act on Commission’s behalf between Commission meetings,

7) Perform all duties that customarily pertain to the office of chair and

8) Perform such other duties and exercise such other powers as may be determined from time to

time by the Executive Committee.

Vice Chair

The vice chair shall perform the duties of the chair in the chair’s absence or at the chair’s direction.

In the event of a vacancy in the chair’s office, the vice chair shall serve until the Commission elects a

new chair.

Treasurer

The treasurer, with the assistance of the Director, NLC, shall monitor the Commission’s fiscal policies

and procedures. The Treasurer reports on annual fee collection, reserve balance and all matters

related to finances.

Members-at-Large (3)

In addition to the general Executive Committee duties, Members-at-Large may be asked to

participate in or lead subcommittees, or similar work groups.

Time Commitment for Meetings (one year cycle)

o 3 two-day Face to Face Executive Committee Meetings

o 2 one-day Commission Meetings in conjunction with NCSBN Midyear and Annual Meetings

o 3 one-hour Executive Committee meetings by teleconference

o 4 one-hour Commission meetings by teleconference

Term:

Two year term starting October 1, 2019 and ending September 30, 2021.

Licensees employed or seeking employment with a health care facility, licensed by the Agency for Health Care Administration, who have been found guilty, regardless of adjudication, or entered a plea of guilty or nolo contendre to any of the criminal offenses listed in Sections 435.03(2), 435.04(2), and 408.809, Florida Statutes, must apply for an exemption through the Department of Health.

Please note: Exemptions can only be issued to Florida licensees. If you are an applicant, please see the information listed under the section titled “Agency for Health Care Administration (AHCA)”

Applicants must complete a Livescan Level II background screening prior to receiving an exemption. For information on obtaining Livescan background screenings, please visit the Background Screening page and click on the Livescan Service Providers tab.

If you have completed a Livescan Level II background screening, with the Agency for Health Care Administration, within the last three (3) months, you may not be required to be rescreened. Please see the Exemption Application for additional information.

Agency for Health Care Administration (AHCA):AHCA reviews applications and makes decisions for Exemptions for unlicensed personnel working for a health care provider (i.e. facility owner, administrator or chief financial officer, staff person that is uncertified or unlicensed).

Phone: 850-412-4503Email: [email protected]’s Background Screening Website →

Nursing Exemption for Employment Application →

Certified Nursing Assistant Exemption for Employment Application →

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© 2018 Florida Agency for Health Care Administration

Exemption from Disqualification:

In accordance with section 435.07, Florida Statutes, persons disqualified from employment may be granted an exemption from disqualification. The granting of an exemption does not change an individual’s criminal history. It only provides eligibility for employment in a health care setting. An individual seeking an exemption must demonstrate by clear and convincing evidence that an exemption from disqualification should be granted. The application will be reviewed and a decision made once all relevant documentation, listed in the Exemption Form Instructions below, has been received. A person is not eligible to apply for an Exemption from Disqualification until:

• At least 3 years have elapsed since the applicant for exemption has completed or been lawfully released from confinement, supervision or nonmonetary condition imposed by the court for all disqualifying felonies;

• The applicant for the exemption has completed or been lawfully released from confinement, supervision or nonmonetary condition imposed by the court for all misdemeanors prohibited under any of the statutes cited in this chapter or under similar statutes of other jurisdictions;

• The applicant has paid the court-ordered amount in full for any fee, fine, fund, lien, civil judgment, application, cost of prosecution, trust or restitution as part of the judgment and sentence for any disqualifying felony or misdemeanor;

• Persons designated as sexual predators, sexual offenders or career offenders are not eligible for an Exemption from Disqualification

How to Apply for an Exemption from Disqualification:

Exemption Application Form (584KB PDF)

FAQs

Frequently Asked Questions (258KB PDF)

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DRAFT 7/29/19

FY2020 Meeting Schedule

Date Time Type Primary Audience Commission Meetings

Tues, August 20, 2019 9:00 am Central Annual Meeting Face to Face

All Commissioners

Tues, October 8, 2019 2:00 pm Central Teleconference All Commissioners

Tues, January 7, 2020 2:00 pm Central Teleconference All Commissioners

Tues, March 3, 2020 9:00 am local time

Midyear Meeting Face to Face

All Commissioners

Tues, June 9, 2020 2:00 pm Central Teleconference All Commissioners

Tues, August 11, 2020 9:00 am Central Annual Meeting Face to Face

All Commissioners

Executive Committee Meetings

September 4-5, 2019 9:00 am local time

Face to Face Commission Executive Committee

December 9-10, 2019 9:00 am local time Face to Face Commission Executive Committee

February 4, 2020 2:00 pm Central Teleconference Commission Executive Committee

May 9:00 am local time

Face to Face Commission Executive Committee

July 7, 2020 2:00 pm Central Teleconference Commission Executive Committee

September 9:00 am local time

Face to Face Commission Executive Committee

December 9:00 am local time Face to Face Commission Executive Committee