lfr CHAuTAuqqA ESCAPE, ENGAGE, ELEVATE

Transcription

1 lfr CHAuTAuqqA ESCAPE, ENGAGE, ELEVATE Minutes of the Regular Meeting of the Colorado Chautauqua Association Board of Directors August 28, 2017 Pocky Mountain Climber s Club in the Community House Directors Present: Bill Briggs, Tom Galey, Bob Morehouse, Tom Thorpe, Michelle Estrella, Nan Anderson, Cindy Schmidt Dominick Sekich, Lisa Shoemaker, John Kenyon Directors Absent: Julie Rogers, Lisa Morzel Staff Present: Shelly Benford, Jeff Medanich, Wanona Tara, Charlotte O Donnell, Sue Perkins, Shannon Bock, and Michael Matts Visitors Present: Grayson Cecil, Anne Clemons, Margaret Ryder, Mike Franson, Dan Corson, Steve Matous I. Call to Order, Determination of Quorum. Guest Introduction, and Public Comment Colorado Chautauqua Association (CCA) Board President Cindy Schmidt called the regular meeting to order at 6:02 pm and established that a quorum was present for the conduct of business, Ms. Schmidt expressed her concern for all those impacted by the floods in Houston, especially the Chautauqua residents and friends. She then opened the floor for public comment. Grayson Cecil from Cottage 8; Anne Clemons, a long-time renter and board member-elect; Margaret Ryder, a long-time renter and board member-elect; Mike Franson, a member of the cottage community and board member-elect; and board member-elect Dan Corson introduced themselves. Steve Matous introduced himself as a candidate for Executive Director position and a long-time Boulder resident. II. Approval of the Minutes of July17, 2017 Annual and Regular Board of Directors Meeting~ President Schmidt asked for corrections to the draft minutes of the Annual meeting on July17, Several minor edits were noted. Ms. Estrella moved (Ms. Anderson seconded) to approve the minutes of the July17, 2017 annual meeting as amended. The motion passed (9-0-1). Ms. Shoemaker abstained due to her absence from the Annual meeting. For the minutes of the July regular meeting, Ms. Schmidt clarified that the Spirit Committee is working with a volunteer development and communications expert, not a contractor. Several other small edits were noted. Mr. Kenyon moved (Mr. Morehouse seconded) to approve the minutes of the July17, 2017 regular meeting as amended. The motion passed (io - o - o). Mr. Briggs explained the records of the special votes from earlier in 2017 included in the August board packet. On March 19, 2017, Mr. Briggs requested two votes: to appoint Cindy Schmidt as President and to appoint Nan Anderson as Vice President, both effective immediately. Both appointments were approved (12-0- o) as of March 21, 2017.

2 On June 22, 2017, Mr. Briggs requested two votes regarding bylaw revisions. The results of these votes were announced to the board via on June 24, A group of cottage residents requested the following revisions to the proposed bylaws. rirstly, the residents suggested that the Board retain the original clause The Board of Directors shall be composed of fifteen Directors, instead of The Board of Directors shall be composed of at most fifteen Directors as the board proposed in a draft of revisions earlier in Restoring this original language means that if the Board finds itself with fewer than 15 members, the vacancies will be filled as soon as possible (by standard methods in accordance with the bylaws). The board voted to restore the original language of this clause instead of using the proposed change (12-0- o). Secondly, the current bylaws say that at least eight Board members must vote to approve a loan. The Board proposed a new provision that states that two-thirds of the Board members in office must vote to approve a loan. The group of cottage residents requested a stronger affirmative vote of at least ten Board members vote to approve a loan. The Board voted against this change, opting to keep the proposal of two-thirds requirement (i. 9 i). The Board felt that a two-thirds vote to approve loans better accounts for the fact that the number of Board members may vary. When the Board is at full strength, which is usually the case, the two-thirds requirement gives the 10-member vote that the cottagers requested. However, when the Board is occasionally at less than full strength, then a 10- member vote is too stringent. As a result of these votes, the ballot presented to membership in the annual elections reflected the first suggestion from the cottage community, but not the second. Ill. President s Report President Schmidt outlined the retreat schedule; beginning the afternoon of Sunday, September 24 and finishing with a board meeting and lunch on Monday, September 25. Given the responses on the board self-evaluation, the retreat will include emphasis on the five-year plan, strategic plan, board mentors for incoming members, board education, and board-staff interactions. Jennie Arbogash, Executive Director of Social Venture Partners (SVP), will speak about board governance, including responsibilities of directors, 50ic3 fundamentals, and board interactions with staff. Her company also offers education sessions called Boards with Brains, which will be made available to members in this coming year. President Schmidt reported that that the Executive Director Selection Committee is currently reviewing applications. So far, over fifty applications have been received. CCA HR Manager Trish Gray and Ms. Schmidt review each application and then send the top candidates information to the whole committee. The deadline for applications is September15, so the committee will continue to review resumes and contact individuals who may know of promising candidates until then. President Schmidt recognized outgoing board members Mr. Sekich, Ms. Shoemaker, and Mr. Kenyon and thanked them for their service. IV. Executive Director s Report Ms. Benford expressed that her thoughts are with those who have been impacted by the storm in Houston. Ms. Perkins reported on the budget process. Staff is seeking input on the list of recommended priorities included in the board packet. If possible, Ms. Perkins would like to receive feedback from the board before the rinance Committee on September i8. The board will also discuss the budget more in-depth at the board retreat and meeting on September24 and 25. Mr. Galey inquired if CCA would consider reduction or elimination of the 3% annual lodging rate increase due to competition in the

3 market. Ms. Benford clarified that rates are already varied throughout the year using a yielding price method. She added that CCA hopes to diversify funding steams through new development initiatives to be presented in September. Ms. Benford noted that off-season occupancy was sometimes as low as 10%, and an increase in non-summer stays could increase revenue. CCA has been monitoring decibel levels to ensure that concerts remain within the permitted range. If CCA intends to continue these measurements in future years, purchasing sound monitoring equipment may be more cost-effective than the current rental plan. On-site energy generation may be an operating expense instead of a capital expense, since it is still in the planning phase for Auditorium seats will continue to be refurbished in October, using money from the Korff grant. Capital expenses include Galey Cottage rehabilitation, remodeling of Academic I Jell and Cottage 200 for staff needs, upgrades to cottage interiors as well as new furnishings, new software for hospitality, and new printers. Ms. Benford also mentioned the potential operating expenses for the new family summer program Camp Chautauqua, an external communication system for the business continuity plan, costs associated with CAMP, and estimated legal costs. Staff has decided not to hire a new director of marketing for the remainder of Shannon Bock has been promoted from Marketing Coordinator to Marketing Manager. CCA is now in the process of hiring a new Marketing Coordinator to work on Ms. Bock s team. This change in staffing will likely save the department money. The hospitality department is moving to a 24-hour front desk system, expected to open on September i8. This change will include a new full-time and part-time night auditor, which will allow for late check-ins and better coverage of any issues during the night. This new staffing model will be more expensive than the resident manager configuration of the past. Ms. Benford thanked Ms. Tara for her efforts in scheduling and hiring new members for the hospitality team. The CAMP pilot has officially concluded. Earlier in August CCA Staff met with Susan Connelly and Bill Cowern from the city to review mid-term data results. Demand in the leasehold was down, the ranger cottage had high occupancy, while parking around the green recorded fluctuating numbers. On September 21, a charrette with stakeholders will be held by the city and ~ox Tuttle l-lernandez, the transportation analyst contractor. In October, a presentation will be made to the current City Council. A final presentation, including recommendations for 2018 will be made to the new City Council in January. CCA Staff has requested minimal changes from the 2018 program. Mr. Matts noted that neighbors to the north who were not included in the permit program may want to be included in the coming year as they saw greater traffic this past summer. V. Committee I~eports Building and Grounds Committee Pep&rt Mr. Thorpe stated that the Committee took three tours of different sections of the campus to determine priorities for next year s budget and the five-year capital plan. The Lighting Design Guidelines working group, which includes 5 CCA Building and Grounds members, walked the property at night earlier in August. Consultants, along with the working group and Mr. Matts and Mr. Medanich, are working on draft guidelines. The board will then be asked to review these guidelines in the next few months. Spjri~, Community Eng~gement, and Resource Development Committee Report

4 President Schmidt reported that Spirit Committee met with CCA s Shannon Bock who will act as the new ad hoc committee member. The Spirit Committee is making final preparations for the September i9~~ premiere of Neva Pomera James O/v/cJacfos, a film about the bombing that killed Latino activists at Chautauqua in the 1970 s. Spirit Committee member and Board Member elect, Linda Arroyo-Nolmstrom will be moderating the accompanying panel discussion. The Spirit Committee continues to develop strategy around diversifying revenue and may bring in a speaker to discuss board members roles in this process. Sustainability Committee Peport Mr. Morehouse discussed the RESIP (Pesilient Energy System and Infrastructure Plan), a co initiative with the Building and Grounds Committee and the City of Boulder. The objective of the project includes showcasing preservation and decarbonization of a community. Mr. Morehouse reviewed the key parts of this project: On-site energy generation, water infrastructure, and electric vehicles. Though the funding collaboration with the City of Boulder is still developing, other potential funds may be available through the Department of Energy. The Sustainability Committee feels that other funders will be attracted to this project because it addresses a full-range of integrated infrastructure needs at the community scale. Mr. Morehouse thanked City of Boulder s Mr. Koehn and the Building and Grounds Committee for their work thus far. Pinance Committee Peport Ms. Estrella reported that revenue was recovering overall, especially due to extra public events and great investment results. She noted that staff had also controlled operating expenses well. Salaries and wages increased in 2017 compared to Staff elected to defer several expenses such as design work for Primrose and a development consultant. Net income was budgeted to be $io6k, the reforecast shows a year end projected net income of $68K. Peserves currently stand at $1.BM, including net current cash and equivalents and first western investments. This excludes temporarily restricted assets, three-months of operating expenses, and a $200K annual loan payment. The Investment Management Policy states that Pinance Committee will make an annual recommendation to the board to continue or discontinue maintaining the current investment manager. Pinance Committee would like to recommend that the board approves Pirst Western Trust (rwt) to continue as CCA s investment manager for the coming year. Ror 2017 Year to Date returns are 6.99%. Investments have about 4% return since inception, despite the financial downturn that occurred right after the account was opened several years ago. Mr. Morehouse commented that the portfolio was well diversified with around one third of the capital in safe bonds. I k mentioned that ~WT was very responsive in customer service in addition to the positive investment performance. Ms. Estrella moved (Mr. Thorpe seconded) that CCA retain First Western Trust as the investment manager for the upcoming year. The motion passed ( o). Ms. Estrella clarified that this is not a contractual obligation, and CCA could choose to disband the relationship at any time during the year if needed. Ms. Anderson underscored the need to project expenses of upcoming large capital projects. Originally, projections were done in 2015 and construction costs have risen more than anticipated. Though CCA hopes the city will contribute 75% of the roughly $iom needed for infrastructure projects, the strategic model should be updated to look at what cash may be needed. Governance and Nominations Committee Pe

5 Mr. Briggs inquired if there were any questions on the results of the board self-evaluation survey. Ms. Argobash will also receive the results to inform part of her presentation at the retreat. VI. Election Policy Mr. Briggs stated that this policy is meant to create a clear and fair procedure that answers many questions surrounding the 2017 election of board members by the CCA membership. Mr. Kenyon moved (Mr. Sekich seconded) that the board approve the election policy as presented. The motion passed ( o). The board thanked Mr. Briggs and Ms. Shoemaker for their work. VII. Officer Elections President Schmidt stated that current officers were willing to retain their posts and that she had not received any other nominations prior to the meeting. Mr. Briggs opened the floor for nominations. There were no new nominations. Mr. Sekich moved (Mr. Kenyon seconded) to re-elect the current slate of officers for the term: President Cindy Schmidt; Vice President Nan Anderson; Secretary Bill Briggs; Treasurer - Michelle Estrella. The motion passed (6 0 4). The nominees abstained. VIII. Amendment of Schedule The bylaws require eight regular board meetings every year. The meeting currently scheduled for December18 would be the ninth meeting this year. The board discussed that the 2018 budget and hiring of a permanent Executive Director would both have to occur at the November meeting. A special meeting could also be called if business is not completed in November. Ms. Anderson moved (Mr. Morehouse seconded) that the meeting on December i8, 2017 be canceled pending the approval of the 2018 budget and hiring of a permanent Executive Director in November The motion passed (to - o - o). IX. Executive Session At 7:47 pm, Ms. Shoemaker moved (Mr. Sekich seconded) that the Board go into executive session. The motion passed (io -0-0). All non-board members, except Ms. Benford, left the room. At 8:12 pm, Ms. Benford left the room. At 8:17 pm, Mr. Morehouse moved (Ms. Estrella seconded) that the Board leave executive session. The motion passed (io -0 - a). X. Resume Regular Meeting for Action on the Record Ms. Estrella moved (Ms. Anderson seconded) to extend the current appointment of Shelly Benford as interim director until a permanent director can be hired and an appropriate transition can be made. The salary and benefits package will continue as previously negotiated. The motion passed (io o c). Xl. Mjournment The meetin was adjourned at 8:20 pm. Bill Briggs Secretary, CCA Board of Directors