MINUTES BOARD OF DIRECTORS MEETING

Transcription

1 MINUTES BOARD OF DIRECTORS MEETING December 4-5, 2015 International Headquarters Office St. Louis, Missouri The following Members of the Board of Directors were in attendance for the entire meeting: Kenneth Garner Immediate Past President Fort Worth, Texas Dave Bruns President Topeka, Kansas James K. Kondrasuk President-Elect Monona, Wisconsin Marc D. Katz Director Berkley, Michigan James A. Oliver Director Valencia, California Judy Boyd Director Urbandale, Iowa Sue Creswell Director Reading, Pennsylvania Rebecca Butler-Mona Director West Des Moines, Iowa Adrian Elcock Director St. Thomas, Barbados Benny Ellerbe Executive Director St. Louis, Missouri Yves Berthiaume President Canadian Optimist Childrens Foundation Edwin Finn President Optimist International Foundation Logan Clemente JOOI President Lake Mary, Florida Committee Reports are to be considered an integral part of these Minutes. All items are not officially approved and subject to correction until they are adopted at the next meeting of the Board of Directors. Friday, December 4, 2015 Immediate Past President Ken Garner called the first regular meeting of the Optimist International Board of Directors to order at 8:07 a.m. with an invocation by Director Jim Oliver, the Pledge of Allegiance led by Director Marc Katz, and a toast to all countries with an Optimist Club was led by Director Sue Creswell. Immediate Past President Ken Garner led the recitation of the Mission Statement. The Texas state flag, pen and pencil set, and name plaque from the President s Office was presented to Immediate Past President Ken Garner by President Dave Bruns. Certificates of Office were presented to the incoming board members by President Dave Bruns. Bruns/Butler Mona To appoint Executive Director Benny Ellerbe as parliamentarian for the meeting. 1

2 ADOPTION OF CONSENT AGENDA ITEMS To adopt the consent agenda as presented. Kondrasuk/Katz Approval of Board Meeting Minutes and Eballots: Motion approved To adopt and/or confirm the minutes and decisions made at the following meetings: July 8, 2015 Board Meeting Eballot August 20, 2015 That effective October 1, 2015, the name of the combined Tennessee and Arkansas Districts will be named the TennArk District. Eballot August 24, 2015 That the Board of Directors approve the DMM District s request to hold a special convention at their 1 st quarter meeting on October 17, 2015 for considering bids for their 2017 convention. Eballot September 2, 2015 That the Board of Directors approve a letter of offer of $900,000 (or lower) with a 60 day due diligence for the Pritchard Farm property, and contingent upon the sale of the Lindell Blvd building. Eballot September 7, 2015 That the Board of Directors approve the appointment of Mark Harris as the Vice President of the Mid- Atlantic Region of Optimist International Videoconference September 14, 2015 Eballot September 15, 2015 That the Board of Directors approve the Iowa District s request for a special convention on October 23-24, 2015 to receive bids for the 2017 District Convention meeting. Eballot September 22, 2015 That the International Board of Directors approve the merger of the Optimist Clubs of ANN ARBOR, MI (17015) and ANN ARBOR-BFT, MI (17045) - (Charter of to be dropped without penalty), with its merged Club number as and adopted name and Bylaws under the OPTIMIST CLUB OF ANN ARBOR-BFT. Eballot October 5, 2015 That the Board of Directors offer $900,000 (an increase of $5,000 from the original offer) for the building on Pritchard Farm Road, 45 days for inspection, 15 days for close, and contingent on the sale of the Lindell Blvd building. Eballot October 13, 2015 That the Optimist International Board of Directors authorizes a "Season of Giving" membership incentive (waiver of $15.00 new member fee) for the months of December 2015 and January Videoconference October 29, 2015 Eballot November 10, 2015 That the Board of Directors approve a $2/year District Dues increase for the Pacific Southeast District, effective October 1, This will increase the District dues from $14 per member per year to $16 per member per year. 2

3 Eballot November 17, 2015 That the Board of Directors approve a $2/year District Dues increase for Alabama Mississippi District, effective October 1, This will increase the District dues from $12 per member per year to $14 per member per year. Teleconference November 23, 2015 Motion to approve a 3 month extension from November 27, 2015 to February 27, 2016 for the purchase agreement. That the Board of Directors direct the International Governance Committee to investigate the possibilities and legalities of adding non-voting corporate individuals to the Optimist International Board of Directors That the Board of Directors approve a special convention for the South Carolina District delegates to consider a District Dues increase and for the District to request approval for the International Board of Directors for the dues increase if adopted by the District s delegates. Approval of Club Charters That the 66 new Optimist Clubs organized in as submitted, be granted an affiliated Optimist International Club Charter in keeping with Optimist International Bylaws Article III, Section 1A2, New Clubs. (See Attachment to these minutes) ADOPTION OF AGENDA To adopt the agenda as presented PRESIDENT S REPORT President Dave Bruns addressed the Board of Directors and reviewed his written report. The Board reviewed the Convention Resolution passed by the delegates at the 2015 convention and took no action ADMINISTRATIVE YEAR'S PERFORMANCE Immediate Past President Ken Garner addressed the Board of Directors and reviewed his written report. 3

4 PRESIDENT-ELECT S REPORT President-Elect Jim Kondrasuk addressed the Board of Directors and reviewed his written report. Photos of magazine covers were presented to Dave Bruns and Ken Garner by Jim Kondrasuk. JOOI PRESIDENT S REPORT JOOI President Logan Clemente addressed the Board of Directors and reviewed his written report to the Youth Programs Foundation Board of Directors. JOOI Official Name Rationale: Internally, the acronym "JOI" (joy) is integral to our identity. Externally and generally, the use of "Junior" represents the Optimist legacy; it presents a family air to the organization, and lends to the idea that we all have something to gain from each other, as opposed to the use and reference of "Youth," which presents the idea that we are under direct influence (of the adult/parent organization) without as much freedom allotted as we, as a board/organization, feel we are actually given. "Junior" represents a tandem branch as opposed to a controlling connotation of the term "Youth." The JOOI Board of Directors requests the official name of Junior Optimist Octagon International (JOOI) to Junior Optimist International (JOI), and should be marketed as Junior Optimists or Junior Optimist International. Bruns/Boyd That the Optimist International Youth Programs Foundation Board of Directors requests that the Optimist International Board of Directors presents the following Bylaws Amendment proposal to the delegates at the 2016 International Convention in Quebec, Canada. Bylaws Article III. Membership Section 1: C. Youth Club Structure Membership in this class of Optimist International shall consist of affiliated Junior Optimist International Clubs (JOI) Junior Optimist Octagon International Clubs (JOOI). All other reference in Optimist International Bylaws be revised from JOOI to JOI. On behalf of the Board of Directors Director Judy Boyd thanked Logan Clemente for the report. EXECUTIVE DIRECTOR S REPORT Executive Director Benny Ellerbe addressed the Board of Directors and reviewed his written report. On behalf of the Board of Directors Ken Garner thanked Benny Ellerbe for the report. 4

5 OPTIMIST INTERNATIONAL FOUNDATION REPORT An informational report of the Optimist International Foundation was presented to the Board of Directors by President Ed Finn. On behalf of the Board of Directors Ken Garner thanked President Finn for the report. CANADIAN CHILDREN S OPTIMIST FOUNDATION REPORT The written report of the Canadian Children s Optimist Foundation was presented to the Board of Directors by President Yves Berthiaume. On behalf of the Board of Directors President Dave Bruns thanked President Berthiaume for the report. The meeting recessed at 9:45 a.m. and reconvened at 10:00 a.m. AUDIT & FINANCE COMMITTEE REPORT The report of the Audit & Finance Committee was presented to the Board of Directors by Committee Chair Ron Graves. Reaffirmation of Board Fiscal Responsibility; Policy I-70 Rationale: The Committee discussed the mandate for International Committees to review their budgets prior to their first meeting each year. The Audit & Finance Committee strongly feels that all committees should adhere to the policy that was adopted by the Board of Directors and submit the Fiscal Impact Form as required. It was suggested that the form continue to be included in the President s Charge Letter each year. Kondrasuk/Katz That the Board of Directors reaffirm Policy I-70 Paragraph C and the Financial Impact Form as noted in the policy below: C. Once the Board of Directors establishes the committees for the following year, each committee shall receive a charge letter from the President Designate and other duties as directed by the Board of Directors. Each committee shall annually adopt and/or review operating guidelines which shall include fiscal responsibility as below: All requests which require the expenditure of funds must be accompanied by the following: 1. Statement of Purpose 2. Statement of expectations in measurable terms 3. Statement of expected time frame to implement 4. Statement of expected time frame to realize identifiable results 5. Inclusion of an instrument for measuring expectations vs. results 6. Initial cost, budget, underlying assumptions and funding schedule with pay-out time. 5

6 7. All proposed NEW programs shall be reviewed by the Executive Director and the International Audit and Finance Committee Chairman prior to approval to determine the fiscal impact. 8. That as a matter of policy, the International Board of Directors requires that all proposals with a financial impact, regardless of the source of the request, will be referred to the International Audit and Finance Committee to determine the financial impact. The Optimist International Board of Directors will not consider such proposals until it has received a report from the International Audit and Finance Committee as to the expected financial impact. The above policy shall be submitted for reaffirmation every year at the first meeting of the Board of Directors. D. The Board reserves the right to act upon its own initiative. Policy I-18; Travel Chart Rationale: In order to make the reimbursements equitable to both the Governors-Elect and the International Vice Presidents, the Audit & Finance Committee is requesting that the per diem rate for the Governors-Elect be raised to $100 or the actual room rate whichever is determined as the reimbursement prior to an event. Creswell/Boyd That the Board of Directors adopt the Travel Chart as presented. (Budget Impact: FY : $12,000) Policy I-20; Financial Review Rationale: In order to make the policy easier to understand, the following revision is proposed: Creswell/Boyd That the Board of Directors adopt the following revision to the fifth paragraph of Policy I-20. Policy I-47; Staff Salaries Should the President, a Director, Officer, or any employee of the organization request an expenditure in excess of 15% or $5000 $5,000 or 15% of a specific budgeted or non-budgeted item, the expenditure must be approved by the Board of Directors. Rationale: Since there are employees in Canada, the Committee is offering the following revision to accommodate employees no matter where an employee is located. Kondrasuk/Oliver That the Board of Directors adopt the following revision to Policy I-47. 6

7 Staff Salaries I-47 The Executive Director is authorized to set and from time to time adjust salaries of staff members, except the Executive Director, within annual budgetary limitations. Evaluations and employee reviews shall be conducted annually. Salary adjustments of staff members shall be merit and performance based. The Executive Director may have the option to adjust salaries or award a bonus compensation each year within the budgetary limitation. The Executive Director will compare Optimist International salaries by position median salary ranges in the St. Louis area local job markets and have the authority to adjust salaries as appropriate to maintain competitiveness in local the St. Louis job markets. Policy ICD-11; Exchange Rate Rationale: In order to bring the current policy up to date with current practice, the Committee recommends the following revision to Policy ICD-11. as amended Butler Mona/Oliver That the Board of Directors adopt the following revision to Policy ICD-11. Exchange Rate ICD-11 The rate of exchange between all countries currency Canadian dollars and U.S. dollars for purposes of billing clubs shall be adjusted on the first day of each calendar quarter to the prevailing market rate. This market rate shall be based on the official published daily rate of the bank utilized by Optimist International. a composite weighted average of futures currency option contracts for the exchange of currency during that quarter as negotiated by the Director of Finance and the Executive Director prior to the first day of the calendar quarter. Such future currency contracts may not be for amounts in excess of the projected quarterly billing. Canadian Clubs are to be billed in Canadian dollars. Policy ID-27: District Allotment Requirements Rationale: While considering the Internal Controls used by the International Headquarters, the Audit & Finance Committee expressed concern that Districts should also maintain a system of checks and balances of finances. While a financial review is required from each District in order to receive its annual allotment, the Committee felt there needs to be a stronger assurance that District funds are being properly managed. Since an audit is no longer required, the Committee felt that the Financial Review Letter should be strengthened to ensure that District funds are financially secure. (See Exhibit G for Example Review Letter) Motion tabled (See Page 18) Katz/Creswell That the Board of Directors adopt the following revision to Policy ID-27. 7

8 District Allotment Requirements ID-27 The following items are required for a District to receive its November and May allotment of fifty cents per member from the General Fund as determined by the International Bylaws: Minutes of Board and Executive Committee Meetings Budget Notarized Financial Statement Review and Form 990 (for U.S. Clubs) 1st, 2nd, and 3rd Quarter Financial Reports District Policies (as approved by the current year Board of Directors) Effective 10/1/13, should the Board of Directors deem the District s Policies as not in compliance with Optimist International Bylaws, the District will be notified and given the opportunity to revise the policies. The allotment will be withheld until approved policies have been submitted. Effective November 1, 2013, any District found in violation of policies related to merchandise will forfeit any allotment. Dissolution of the Youth Programs Foundation Rationale: The Audit & Finance Committee discussed at length the viability and necessity having two U.S. foundations. Having two foundations creates the needs for two separate sets of books, two tax form 990, an additional bank account, and it increases staff s responsibility of having to maintain two independent organizations. tabled to YPF Meeting Creswell/Boyd That the Optimist International Board of Directors work with the Youth Programs Foundation Board of Directors to dissolve the Optimist International Youth Programs Foundation. (pending tax issue investigations by Ken Garner). On behalf of the Board of Directors Director Adrian Elcock thanked Chair Ron Graves for the report. NEW CLUB BUILDING COMMITTEE REPORT The report of the New Club Building Committee was presented to the Board of Directors by New Club Building Manager Danny Schuette for Committee Co-Chairs Deanna Morrow and Dwight Phillips. Charter Fee Payment Change for College Clubs Rationale: Optimist International offers reduced dues for college Members given the likelihood that they have less disposable income than older age groups. This has led some Members to consider whether the Charter fee for college Clubs* should be discounted as well. *College Clubs are defined as having 50% or more of their Members as college students 8

9 Boyd/Creswell That the Board of Directors approves reducing the Charter fee for new college Clubs starting in the Optimist year as follows: -Tier I college Club Charter fee reduced from $425 to $225. -Tier II college Club Charter fee reduced from $325 to $175 -Tier III college Club Charter fee reduced from $225 to $125 Fiscal Impact: Based on our recent history of building college Clubs; the financial impact of this proposal would be a loss of $1,500 per year in Charter fees from college Clubs. The New Club Building Committee believes that much of this loss will be accounted for if the result is more college Clubs being built. Billing Cycle Change for College Clubs Rationale: Optimist International currently bills college Clubs three times per year on Nov. 1 st, Jan. 1 st and March 1 st. The Committee believes that switching college Clubs to a bi-annual billing cycle that coincides with the Fall and Spring college semesters would be beneficial to these Clubs. There is no change in the amount of dues paid by College Clubs so there is no fiscal impact. Katz/Creswell That the Board of Directors proposes the following Bylaws amendment to the delegates of the July 2016 Convention as shown below Bylaws, Article VIII, Optimist International Finances SECTION 2. Revenue and Dues. B. Annual Dues. Except as set forth herein, beginning October 1, 2010, each Club shall pay to Optimist International for each of its members, except Life Members and College Members, enrolled in the office of Optimist International as of 30 September, 31 December, 31 March and 30 June, as annual dues, the sum of $59.62 for Clubs in Tier 1 countries, $44.12 for Clubs in Tier 2 countries, and $31.00 for Clubs in Tier 3 countries, payable in quarterly amounts of $14.90 for Clubs in Tier 1 countries, $11.03 for Clubs in Tier 2 countries, and $7.75 for Clubs Tier 3 countries each on 1 October, 1 January, 1 April, and 1 July of each year. The Optimist year for a college club shall be a trimester year with the first trimester being 1 September through 30 November, the second trimester being 1 December through 28 February and the third trimester being 1 March through 31 May. a semester year with the first semester being 1 October through 28 February and the second semester being 1 March through 30 September. For each College Member enrolled in the office of Optimist International as of 31 October 30 September, a Club shall pay annual dues of $22.50 per member in Tier 1, $19.50 in Tier 2, and $13.50 in Tier 3, payable annually on 30 November 31 October. Dues are payable in halves based on members enrolled in Optimist International as of 31 October, 31 December and 28 February 30 September and 28 February. For each Life Member enrolled in the office of Optimist International as of 30 September 2004, a Club (without regard to Tiers) shall pay annual dues of $ The Board of Directors shall have the authority to grant an extension of time for payment of obligations to Optimist International when, in the judgment of the Board of Directors, circumstances indicate such extension would best serve the interests of 9

10 the organization. Effective October 1, 2005, and each year thereafter, a cost of living adjustment of no more than 4% of Base Dues (as hereafter defined) may be made by the Board of Directors based on the yearly change in the December CPI-U. Base dues is defined as follows: Tier 1 $43.62; Tier 2 $32.21; Tier 3 $22.63; College Members $5 (College Member status to be reviewed after five years) (without regard to tiers). Tier 1 shall be defined as High Income Economies; Tier 2 shall be defined as Upper Middle Income Economies; Tier 3 shall be defined as Lower Middle and Low Income Economies. The terms High Income Economies, Upper Middle Income Economies and Low Middle and Lower Income Economies shall have the definitions established from time to time by the World Bank s published statistics. (The countries of Jamaica and Suriname will be considered Tier 3 Countries until September 30, 2018 and until further review by the World Bank.) Clubs in countries (no matter the Tier) whose currencies are not exchangeable on the international currency market (Associate Clubs) shall be required to pay to Optimist International annual dues of a minimum of $1.00 per member. College Clubs shall pay to Optimist International all applicable dues and fees on November 30, January 31 and March 31 beginning October 1, October 1 and March 1 beginning October 1, District Tier Charter Fee Structure Elcock/Bruns That the Board of Directors direct the Audit & Finance and New Club Building Committees to review the viability of a District Tier Charter Fee Structure, specifically in the Caribbean District. On behalf of the Board of Directors Director Jim Oliver thanked Danny Schuette for the report. MEMBERSHIP COMMITTEE REPORT The report of the Membership Committee was presented to the Board of Directors by Joe Fetter for Committee Chairs Fatima Plater Revise Community Impact Bundle Guidelines Rationale: The original intent of the Community Impact Bundle was to give Clubs a way of thanking guest speakers, honoring community leaders, and increasing awareness. However, OI Staff noticed that a large number of Community Impact Bundles were being used to renew already-existing Friend of Optimists Memberships at a reduced price. This undermines the original objectives of the Community Impact Bundle. as amended failed Bruns/Butler Mona That the Board restricts the use of the Community Impact Bundle to new Members. Under this restriction, any Member activated with a Community Impact Bundle cannot have been a Member in any form within the current Optimist year within 180 days of when the Bundle was purchased. 10

11 Set a Timeline for Activation of Community Impact Bundles Rationale: As the Community Impact Bundle incentive continues, it is important to encourage Clubs to activate Members from the Bundle in a timely manner. This would not only encourage Membership growth, but would also have the added benefit of establishing a consistent timeframe for Bundle completion. as amended Katz/Bruns That the Board sets guidelines that all six (6) Memberships in a Community Impact Bundle must be activated within 180 days of the purchase of the Bundle. Any Memberships not activated within 180 days will be forfeited, without reimbursement or refund, by the Club. requests the Membership Committee to submit a proposal for a two to five year plan for Community Impact Bundles. (Note: This will be added to the July 2016 Board of Directors meeting agenda) On behalf of the Board of Directors Board Director Marc Katz thanked Joe Fetter for the report. BYLAWS TABLED FROM JULY 2016 CONVENTION The Board of Directors reviewed the two tabled proposed bylaws amendment proposals from the 2015 convention. Issue 6: Youth Clubs as Optimist Members is being addressed by the JOOI Board and Committee to rename the JOOI members to JOI. Issue 9: District Officer Replacements was addressed as it has been determined by legal counsel that the International Board of Directors has oversight of Districts and can therefore, replace Districts Officers if needed. AD HOC AWARDS COMMITTEE REPORT The report of the Ad Hoc Awards Committee was presented to the Board of Directors by Committee Chair Ken Garner. Revision to Board Policy ICD-135 Rationale: The Ad Hoc Awards Committee was created by the Board of Directors to review the current Policy ICD-135 Awards Program. At the July 2011 Convention, the delegates adopted Bylaws Article III, Section 3 to create a standard Recognition Programs that cannot be changed more than once every five years. The Committee and key professional staff met three times via teleconferences and carefully reviewed the recent Presidential Incentives programs along with the current Recognition policy. All members of the Committee agreed that the current Recognition Program was too lenient and did not contain enough encouragement for giving to the Foundations to support programs such as the scholarships that are paid to Districts every year regardless of the amount of donations given. The Committee felt that in order to reach the 100 x 100 goal, the programs should be more aggressive in encouraging recruitment and new club building. The Committee discussed all aspects of the program including an award that simply encourages a Club to do SOMETHING even if they don t aspire to become an Honor or Distinguished Club. The Bringing Out the Best award will encourage all Clubs to provide the basic functions of providing service to a community. The Committee added a new level 11

12 of Honor District to tie in with Honor Club and to smooth the transition to a more aggressive growth incentive program. Along with some grammatical and housekeeping revisions, the Committee offers the attached as a revision to the current Policy ICD-135. as amended Oliver/Boyd That the Board of Directors adopt the attached revision to Policy ICD-135 to become effective October 1, 2016 for five years (as mandated by Bylaws Article III, Section 3). See attachment to these minutes. The meeting recessed at 12:06 p.m. for lunch and reconvened at 1:00 p.m. MARKETING COMMITTEE REPORT An information report of the Marketing Committee was presented to the Board of Directors by Committee Chair Nick Prillaman. Support of a Unified and Strategic Rebranding Program Rationale: The Marketing & Communications Committee is in the process of developing a comprehensive strategic rebranding proposal that involves several elements. The committee intends to present final recommendations and requests for funding during the April 2016 Board of Directors meeting. During this meeting, the committee is seeking initial board approval to proceed in the development of this program and authorization to collect proposals from vendors to accomplish a variety of projects. These projects include: UPDATE OF OFFICIAL OPTIMIST INTERNATIONAL LOGO A quick glance at an organization s logo can provide individuals the impression of whether an organization is modern & professional or outdated & amateur. The benefits of an updated logo include: a) Brand identity: a strong logo is a key element to providing individuals with a sense of an organization s mission/purpose. b) Sense of trust: a simple, polished logo creates trust and legitimizes the organization in people s minds. c) Helps an organization stand out from the competition: a recognizable logo is an opportunity to seed an organization s brand into the consumers consciousness. DEVELOPMENT OF NEW CORPORATE VIDEO Well-crafted videos are a flexible and useful form of media that can help an organization recruit new Members, promote the organization s culture, tell the history of the organization, market the organization s products, services & brand, and can visually illustrate the benefits of joining. In an effort to more effectively market the Optimist International organization and Clubs, to recruit and retain Members, and to secure potential partners/sponsors, a new corporate video is necessary. CREATION OF CLUB MARKETING KIT Clubs are responsible for their own marketing activities in their communities. However, in order to maintain brand consistency and to equip Clubs with the tools to market themselves, it is necessary to create a Club Marketing Kit. Based on the success of a Club Marketing Kit created by the GATEway District, the Marketing & Communications Committee would like to create a similar kit. A total of 50 12

13 kits will be produced (one per District) and each District will be sent one kit that can be used by the Clubs in the District. The kits would include: Marketing Protocols Instructions on how to set up a marketing table Checklist/Order Form checklist of kit contents and form to order additional and custom made materials Table Banner Club logo and contact information Club Brochures o Option 1: Optimist International will create a custom brochure for clubs and provide 50 copies free of charge (additional brochures in quantities of 50 made available for a fee) o Option 2: Utilize PDF brochure template. A ready-made brochure a club personalizes by adding club details. Logo and Branding Guide o Resource for clubs to use in developing promotional materials o Official logos provided in EPS, JPEG, PDF, BMP, etc. o Four color o Black and white Promotional Posters 8.5 x 11 Counter Cards o Oratorical, Essay, & CCDHH o Junior Golf o Internet Safety o Personal Growth and Involvement Member Invitations o Dare to be the Best invitation brochure with Membership application Business Cards o Club name, contact person, and contact information Thank You Cards o Club name and contact information Flyers o Customized with Club name and contact information Campaign Buttons o Dare to be the Best Visitor contact information form o Visitor name, address, and telephone number o Specialized Custom Posters Creed Banner Promotional Giveaways o Eco-Friendly Grocery Tote Bags LAUNCH OF PROMOTIONAL CAMPAIGN In order to create recognition and brand expansion, develop enthusiasm for Optimist International s mission at every level, and promote the organization s growth and program initiative s the Marketing & Communications Committee proposes launching an aggressive promotional campaign. Butler Mona/Creswell The Optimist International Board of Directors authorizes the Marketing & Communications Committee to develop a unified and strategic rebranding program with execution of items requiring funding subject to final approval at the April 2016 Board of Directors meeting. The 13

14 Finance Committee will be provided necessary fiscal impact forms in advance of the April 2016 meeting for thorough review. On behalf of the Board of Directors Director Sue Creswell thanked Chair Nick Prillaman for the report. The meeting recessed at 2:10 p.m. and reconvened at 2:15 p.m. CONVENTION COMMITTEE REPORT An informational report of the Convention Committee was presented to the Board of Directors by Committee Chair Janet Lloyd via Skype International Convention Registration and Meals Rationale: The budget for the 2016 International Convention is set based on a projection of 1000 registrants. The International Convention Committee recommends establishing the following registration fees and meal prices for the 2016 International Convention in Quebec City, Quebec, Canada: Bruns/Butler Mona The Board of Directors hereby approves the following registration fees and meal costs for the 2016 Quebec City, Quebec Canada Convention: Member Registration Adult Member (no meals): Early Bird - $ CN /$ US; Regular - $ CN/$ US Adult Member Registration and Meal Package: (includes: Fellowship/Old Timers Breakfast; Appreciation Luncheon; President s Banquet) Early Bird - $ CN/$ US; Regular - $ CN/$ US College Member (no meals): $ CN/$75 US Youth Activities (non-jooi) (some meals included): Early Bird - $168.00/CN/$ US/ Regular - $215.00/CN/$ US Ala Carte Optional Group Meals for Registered Members Club President-Elect & Lt. Governor-Elect Breakfast - $37.00 CN/$28.00 US Fellowship/Old Timers Breakfast - $39.00 CN/$29.00 US Appreciation Luncheon - $50.00 CN/$40.00 US President s Banquet - $69.00 CN/$50.00 US Nonmember Guests (must be guest of registered member) Opening Ceremony (ticket only-no badge) $34.00 CN/$25 US Fellowship/Old Timers Breakfast ticket (ticket only-no badge) $46.00 CN/$34.00 US Appreciation Luncheon ticket (ticket only-no badge) $57.00 CN/$45.00 US President s Banquet ticket (ticket only-no badge) $76.00 CN/$55.00 US *All fees to increase an additional $20 CN/$20 US on site 14

15 Policy I-104; Convention Standards Rationale: The committee reviewed the board policies and have some suggested revisions as presented. as amended Kondrasuk/Katz That the Board of Directors adopt the revisions to Policy I-104 as presented. On behalf of the Board of Directors Director Rebecca Butler Mona thanked Janet Lloyd for the report. TECHNOLOGY COMMITTEE REPORT The report of the Convention Committee was presented to the Board of Directors by Committee Chair Tom Lloyd via Skype. Hire an Intern for the Spring 2016 Semester Rationale: To assist with the growing demands in the area of Information Technology, the Information Technology Committee is requesting the addition of an intern position for the Spring 2016 Semester. The intern would be assigned to work on converting workstations to Windows 10, new workstation installations, antivirus upgrades, and other pending projects that Optimist International s IT Staff has been unable to address due to the overwhelming demands of their existing workload. Oliver/Boyd That the Board of Directors approve $3,000 compensation for an intern for the Spring 2016 semester. Fiscal Impact: $3,000 for the fiscal year. On behalf of the Board of Directors Director Marc Katz thanked Chair Tom Lloyd for the report. ACTIVITIES COMMITTEE REPORT The report of the Activities Committee was presented to the Board of Directors by Committee Chair Dr. Carol Haynes via telephone. Policy I-141, International Seal of Approval Rationale: As directed in its Charge Letter, the Activities Committee discussed the viability of the Seal of Approval Program Status Application. It was noted that there is currently only one application recognized by the Board of Directors. The Optimist U18 International Curling Championships has been asked to submit a current budget, a copy of all promotion materials and a list of all clubs participating in the project as required by policy. In light of the CPA program no longer being held by Optimist International, a revision to the Seal of Approval and application is proposed. 15

16 Boyd/Creswell That the Board of Directors approve the revision of the Seal of Approval policy and application as presented. Policy I-137; International Program Status Application Rationale: In light of the CPA program no longer being held by Optimist International, a revision to the International Programs Status Applications is proposed. A few other house- keeping revisions are being offered to make the application more up to date with current practices. Creswell/Butler Mona That the Board of Directors approve the revision of the International Program Status Policy and Application as presented. Policy I-66; International Programs Rationale: The Committee suggests that the policy outlining the list of Optimist International Programs be updated to include the revisions to the Oratorical Contest and a proposed addition of Childhood Health and Wellness community activity. Bruns/Creswell That the Board of Directors approve the revision to Board Policy I-66 as presented Invitational Baseball Tournament at the 2017 Convention Rationale: The Activities Committee is proposing the creation of the 1 st Annual Invitation Baseball Tournament to take place at the 2017 Albuquerque Convention. It is anticipated that the registration fees can cover all costs of tournament and that an Ad Hoc Committee can procure fields, umpires, and the required administration to conduct the tournament. By inviting Optimist Clubs from all over the United States, Canada, and Caribbean to participate in the tournament, the International Convention can more easily be showcased as an International event for Optimists and non-optimists alike. Katz/Kondrasuk That the Board of Directors approve the creation of an Ad Hoc Committee to develop the first annual Optimist International Invitational Baseball Tournament to be held in Albuquerque, New Mexico. Budget: None On behalf of the Board of Directors Director Judy Boyd thanked Chair Dr. Carol Haynes for the report. 16

17 LEADERSHIP DEVELOPMENT COMMITTEE REPORT The report of the Leadership Development Committee was presented to the Board of Directors by Committee Chair Mark Weinsoff via Skype. Train-the-Trainer Session for 2016 Leadership Summits/Regional Conferences Rationale: History Reaching out to Optimists on a Regional basis has been discussed for years and several variations of this have been tried over the years with varying degrees of success. For the year, the Optimist International Board of Directors chose to invest the funds previously allocated for a January Governor Conference to these Regional meetings. These were rebranded as Leadership Summits, and the training modules were designed for club leadership that had not been participating in leadership positions outside of the club. The summits were well-received although attendance varied from less than 20 to over 50. In an attempt to increase the attraction to young professionals and people who were not yet Optimist members, the Leadership Summit modules were redesigned to relate more to business leadership as opposed to Optimist Clubs only. Although we did not succeed in reaching people outside of Optimist Clubs, attendance increased approximately two-fold over the previous year, with all of the summits reaching at least 40 people and several with attendance in the range. Lessons Learned The training modules were designed and written by various people. Other than the Optimist International President, logistics and travel costs prevented the module designers from attending each summit. This required Certified International Trainers to be assigned to various summits to present material they did not write. While this worked for the most part, there were several instances where the presenter did not do justice to the material, and the effectiveness of the Summit was diminished. Feedback from attendees at the summits has resulted in changes being made to increase their effectiveness. In , several modules were completely rewritten after the first summit. In greater audience participation and interaction was built into the program after early feedback. We also learned that we were unable to draw from outside our Optimist ranks, and attendees would prefer material that addressed club needs. The Leadership Summits In response to the aforementioned feedback, the Leadership Summits have been refocused on the needs of the Optimist Organization. The Friday before each summit a meeting is planned for the International President, the Regional Vice President and the Region Governors and Growth Chairs. The Vice President will be the Master of Ceremonies for the Summit and will present a training module of their design. This will create the opportunity for attendees to get to know the Regional Vice President and it will allow the summit to address needs specific to the Region. The training modules will be more of a back to basic nature for clubs including membership growth. To provide a consistent high-value experience for the attendees, the Optimist International Leadership Development Committee believes it is necessary to have a train-the-trainer session with the people who will be assigned to the various leadership summits. The Committee is asking for funds to be allocated for travel of all the presenters to St. Louis for a one-day training session on January 27,

18 Kondrasuk/Oliver That the Board of Directors approves holding a train-the-trainer session in St. Louis on January 27, 2016 to ensure that all presenters deliver a consistent message at each of the Optimist Summits/Conferences. Budget: $6, ( Budget) On behalf of the Board of Directors Ken Garner thanked Chair Mark Weinsoff for the report. ROOKIE SUPERSTAR PROPOSAL President-Elect Jim Kondrasuk proposed the following to the Board of Directors: Rationale: This award is for New members and is only available during the first 12 months of membership. The objective of this award is to have a new Optimist participate in various aspects of the organization so that the new Member can better understand what the organization is about and realize that the organization s outreach is broader than just the Club. Additionally, the requirements for this award are aligned with various requirements from the Personal Growth and Involvement program and is a way to have a new member begin participation in the PGI program. The recognition for having completed the requirements for this award would be a regular Optimist member pin but in a different color. The information about this award would be included in each New Member packet and would only be available to brand new members who have not been a member of any Club and have never been a Friend of Optimist. Motion failed Kondrasuk/Creswell That the Board of Directors add the following to Board Policy ICD-135 as shown below with a fiscal impact of the purchase of a different type of new member pin at a cost of $.20 per pin x pins annually. (Budget Impact: C. Rookie Superstar (with different name) (different new member pin) Serve on a Club Committee Work on a Service Project Sponsor a New Member Attend one of the following: District meeting Regional Summit OI Convention The meeting recessed at 3:18 p.m. and reconvened at 3: 31 p.m. POLICY D-4; DISTRICT DUES INCREASE (TABLED FROM PAGE 7) Butler Mona/Katz That the Board of Directors request the International Governance and Audit & Finance Committees to present wording for a Bylaws amendment proposal to present to the Board of 18

19 Directors to request the delegates at the July 2016 convention to consider guidelines for District to request dues increases and that such requests will include current dues and historical dues increase requests, and the percentage of changes, District budgets; at that such requests will be received at least 90 days prior to the requested implementation date. Also, the proposal should consider the number of votes and how the votes are taken by the District delegates for such approvals. AD HOC COMMITTEE FOR INTERNATIONAL DEVELOPMENT Katz/Oliver That the Board of Directors establish an Ad Hoc Committee to consider and make a possible proposal regarding International Development. POLICY I-130; CQ OPERATIONAL GUIDELINES Creswell/Oliver That the Board of Directors request the International Candidate Qualifications Committee consider feedback regarding the interview process for President and Vice Presidents and recommend language for the possibility of changing the process. It is suggested that may be substituted for will regarding interviewing three candidates and any other wording that may need to be revised. BUILDING SALE TRUST AGREEMENT Kondrasuk/Katz That the Board of Directors agree that upon the closing of the sale of the building at 4494 Lindell Blvd., St. Louis, Missouri currently scheduled on or before February 26, 2016, the proceeds shall be disbursed as follows: 1. A sum sufficient to purchase and renovate a new building for the future Optimist International Headquarters. 2. Pay off the outstanding loan to the Optimist International Foundation. 3. The remaining funds shall be placed into a restricted trust for the benefit of Optimist International. The trust to be drafted by Optimist International counsel and to provide for an annual withdrawal of a portion of earnings, while protecting the corpus of the trust. Specific restrictions shall be approved by the Optimist International Board of Directors at a future meeting. 19

20 AUDIT & FINANCE REPORT (CONT D) Vice Presidents Growth Incentives Bruns/Kondrasuk That the Board of Directors approve $500 per Vice President to use as Growth incentives upon submission of a qualified Expense Statement Reimbursement request. FY: year - $4000 Optimist International Fiscal Year Budget Rationale: The Audit and Finance Committee reviewed the fiscal year budget. After review of Committee requests and other budget adjustments, the Committee requests that the Board of Directors adopt the revised Budget as shown in Exhibit B. Bruns/Creswell That the Board of Directors approve the revisions to the fiscal year budget as presented. The meeting recessed at 4:20 p.m. for the Youth Programs Foundation meeting and reconvened at 5:16 p.m. The meeting immediately recessed into executive session for personnel and legal issues and reconvened at 6:40 p.m. SCHOLARSHIP FUNDING Bruns/Katz That an Ad Hoc Committee be formed with Optimist International. Optimist International Foundation, and the Canadian Children s Optimist Foundation to address issues and concerns with funding scholarships. The meeting recessed into executive session at 6:42 p.m., recessed at 7:30 for dinner, then reconvened into regular session at 8:34 p.m. EXECUTIVE DIRECTOR CONTRACT Katz/Kondrasuk That the Board of Directors extend the Executive Director s contract to September 30, 2019 with terms and conditions to be finalized by the Personnel Committee at the April 2016 Board of Directors meeting. To adjourn the meeting. Bruns/Katz 20

21 There being no further business, the meeting adjourned at 8:35 p.m. Benny Ellerbe Executive Director/Secretary Attachments: New Clubs Built in Awards Policy ICD

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29 ATTACHMENT B Policy ICD-135; Awards Effective October 1, 2016 International Recognition Program ICD-135 A. CLUB RECOGNITION 1. Bringing Out the Best Club (Banner Patch the year bar thereafter) a. Complete two or more service projects each year b. Complete the President s Pride Report c. Be Current on District & and OI dues d. Add at least two or more one members e. Conduct a Membership Recruitment Drive (i.e. NOW Program) f. Recognize a Club member or local community member individual 2. Honor Club (Banner patch, year bar with Club President s name and year; thereafter a year bar with Club President s name) a. Complete three or more service projects each year b. Complete the President s Pride Report and Club Officer-Elect Form c. Recognize a Club member or local community member individual d. Grow Club by a nnet of +3 1 in membership e. Appoint a Club Foundation Representative and make a non-restricted contribution to the OIF or CCOF f. Conduct a Membership Recruitment/Drive (i.e. NOW) Program g. Club President, Club President-Elect (or two Designees) attend District Convention (or two other District meetings/conferences) h. Be current on District & and OI Dues and Fees 3. Distinguished Club (Watch for Club President and Secretary and/or Treasurer, a banner patch with the Club President s name; thereafter a year bar with Club President s name and watch) a. Meet Honor Club Criteria plus one of the following: b. Add Net + 15 in membership OR Build one or more new Clubs OR Increase by Net + 8 and build two or more JOOI Clubs B. DISTRICT RECOGNITION 1. Distinguished Lt Governor (Desk Clock) All Clubs in Zone are Honor Clubs OR a. Net in membership and charter one or more adult new Clubs (JOOI Clubs do not fulfill this requirement) b. All Clubs current on District and OI Dues (all financial obligations paid by September 30) c. All reports filed with Optimist International on a timely basis 29

30 ATTACHMENT B Policy ICD-135; Awards Effective October 1, 2016 d. 50% of Clubs appoint a Club Foundation Representative and make an unrestricted donation to the OIF or CCOF e. Attend 75% of all District meetings/conferences f. Attend all Club meetings once or more, including any new Club that is built. 2. Honor District (Governor) (Lapel pin for Governor and District Secretary/Treasurer and District banner patch) a. Grow District by Net +10 in membership b. All reports filed with Optimist International on a timely basis c. All clubs current on District and OI Dues (all financial obligations paid by September 30) d. 50% of Clubs appoint a Club Foundation Representative e. $7500 or more raised in Unrestricted Funds on behalf of the District f. Charter one or more new adult Clubs (JOOI Clubs do not fulfill this requirement) 23. Distinguished Governor (Governor s Ring plus a District banner patch with the Governor s name and year) a. Grow District by Net +25 Net plus 1 in membership b. All Clubs current on District & and OI Dues (all financial obligations paid/submitted by September 30) c. District to Build three or more adult Clubs at least one new Club (JOOI Clubs do not fulfill this requirement) d. All reports filed with Optimist International on a timely basis e. 50% of Clubs appoint a Club Foundation Representative and make an unrestricted donation to the OIF or CCOF f. $7500 or more raised in Unrestricted Funds on behalf of the District 3.4. Distinguished Secretary/Treasurer ( Bringing Out The Best In Kids logo folder with ink pen) a. Grow District by Net +25 Net plus 1 in membership b. All Clubs current on District & and OI Dues (all financial obligations paid/submitted by September 30) c. District to Build three or more Clubs at least one new Club (JOOI Clubs do not fulfill this requirement) d. All reports filed with Optimist International on a timely basis e. 50% of Clubs appoint a CFR and make an unrestricted donation to the OIF or CCOF f. $7500 or more raised in Unrestricted Funds on behalf of the District 4.5. Governor Pacesetter Award a. Grow District by a nnet in membership by June