NEW HAMPSHIRE AUDUBON. Board of Trustees Meeting Minutes. April 22, Approved at June 24 Meeting

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1 NEW HAMPSHIRE AUDUBON Board of Trustees Meeting Minutes April 22, 2014 Approved at June 24 Meeting The regular meeting of the New Hampshire Audubon Board of Trustees was called to order at 4:10 pm on April 22, 2014 at the McLane Center in Concord, NH by Board Chair, Antony Sayess. Present: Trustees: Michael Amaral, George Chase, Kelly Dwyer, Dave Howe, Lauren Kras, Stefanie Lamb, Dawn Lemieux, David Ries, Antony Sayess (Chair), Judy Stokes Weber. Staff: Mike Bartlett, Vanessa Jones, Gaye LaCasce, Becky Suomala and Karolina Burtt. 1. APPROVAL OF MINUTES March minutes were unanimously approved. 2. PRESIDENT S REPORT (M. Bartlett): On March the senior loan officer at YFC hand delivered a check representing the accrued dividend on our loan. I was pleasantly surprised to find out that YFC paid an unusually high dividend in 2014 (112 basis points). The check was for $79, and will help fill the FY 14 deficit. On April 1 we selected Emily Johnson to be the new Director of Newfound Audubon Center. Emily is a soon to be graduate of UNH with a BS in Wildlife Conservation Biology focused on Environmental Education. Emily grew up in RI and clearly has a strong affection for wildlife and the natural world. Our assistant facilities manager, Tim Foster, gave his two week notice last Friday. Not only has Tim been an excellent facilities manager, he has also been a wonderful ambassador for NH Audubon and will be missed. A company called Lite Enterprises has awarded us an $86,000 contract to be spent over two years field testing a device that would help prevent bird strikes at wind turbines. Jane's Trust, a foundation based out of Boston, appears to be positively considering our request for an $80,000 environmental education grant. A representative from Jane's Trust made a site visit last week. First time we have ever moved this far into their process. Over 500 people showed up to the Massabessic Earth Day event on April 12 th, a beautiful day. A representative from NH Chronicle spent 5-6 hours on site filming the day's festivities and interviewing many participants. The segment is being shown tonight at 7:00 pm on WMUR TV. Kudos to the staff and volunteers who pulled off one of the largest events in years. A special shout out to Angie Krysiak for pulling it all together. Senator Jeanne Shaheen held a sportsmens roundtable at McLane this afternoon to discuss the impact of climate change on wildlife and wildlife related recreation in NH. 1

2 On May 16 th Senator Kelly Ayotte is coming to the McLane center to meet our volunteer Robert Vallieres and discuss the recently published book on Robert's Gulf war injuries and his healing through birds and NH Audubon. On April 8 th 2014 Ruth Ansel who recently served on our nominating committee died from cancer. Ruth was 60 years old. On April 14 th, Mike Bartlett held a meet and greet with Mike Hirschfeld, rector of St. Paul's school. Meeting went very well. Mike is young and energetic. It was gratifying to have a chance to thank him in person for St' Paul's financial and volunteer support, Lastly, I have been asked to chair a habitat resolutions committee at the NWF Annual Meeting on May 1. The resolutions committee is trying to decide whether to adopt two affiliate drafted resolutions as NWF policy -- one related to sustainable forestry, the second related to confined animal feeding operations. 3. FINANCE COMMITTEE (print out) Year end is still a work in progress; FY 14 will be finalized by the next finance committee meeting in May. The preliminary shortfall for the unrestricted cash flow budget as of last week was about $130K. This takes into account the $79K dividend check from YFC that was paid into the endowment and included with the $600K to pay the mortgage for FY 15. The formal Audited Financial statements for the entire organization will show a net income of $1.2Million for the year. At the time we paid $1M off the mortgage, we realized that we may have to keep funds aside to deal with a cash flow shortfall. At this stage it appears that we have to allocate approx. $316K from bequests of which $250K is to repay the Schulman Fund.. The explanation for the difference between the $130K unrestricted budget center P&L shortfall and the $316K cash flow is the difference between having actual cash available for unrestricted operations and how it has to be recorded in a P&L. An example is: Yankee Farm Dividend check The YFC dividend of $79K was recorded as revenue, thus reducing the shortfall; however it was paid into the endowment account and was not available for unrestricted operation. Temp restricted releases/ LIS releases/ Bequest releases In the P&L account, the amounts recorded as releases from Temp restricted/ Bequests and Locking in Success are recorded as revenue as they offset budgeted expenses. However they are effectively being recorded as revenue twice - once in a previous year when received for the 1 st time and again in the budget to offset the matching expenditure. Locking in Success (LIS) contributions for current year. Also recorded are LIS contributions for the current year other than the amounts earmarked to offset budgeted expenditure (see above), the current year amount of $74K is not available for FY 14 operations and has reduced the shortfall. Philanthropy for the unrestricted budget centers did not bring in as much as FY 13. The annual fund was down by about $90K. However this was partially offset by an increase in contributions of about $42K. 2

3 4. BROWN ENDOWMENT RESOLUTION (B. Suomala) Background New Hampshire Audubon received a bequest of $58, from Natale and J. Willcox Brown on February 6, The estate s directive stated that the money was to be added to the ENDOWMENT FUND for conservation and wildlife. There is currently no such existing endowment fund and a Board Resolution is requested to clarify the purpose of this fund. It is important to define the statement of purpose now so that there will be no questions in the future regarding the use of the bequest. Art Mudge and others researched the will and the NH Audubon endowment campaign (Focus on Wildlife) that was in process at the time the will appears to have been written (mid- 1980s). This campaign described three endowment funds to support the three program areas at that time, one of which was Wildlife Conservation. This appears to be the fund referred to in the Brown s will. The Focus on Wildlife material describes what was included under Wildlife Conservation and at that time it also included environmental policy work which was of great interest to the Browns. Based on this research we propose the following Statement of Purpose to clarify the uses of this donor-restricted permanent endowment fund. This resolution would safeguard Nat and Will s wishes, provide a permanent record of the uses of this endowment fund, and recognize a named endowment fund that other restricted donations could be added to as appropriate. Statement of Purpose The Brown Endowment Fund for Conservation and Wildlife is a donor restricted endowment fund at the Audubon Society of New Hampshire. It will be financially managed to preserve the capital and provide an annual distribution using the standard accepted practice for restricted endowment funds. The purpose of the Brown Endowment Fund for Conservation and Wildlife shall be to support the conservation science work (including, but not limited to, wildlife research, inventories, monitoring, management, protection, outreach, and data collection) and environmental policy work of the Audubon Society of New Hampshire. Decisions on the use of the annual distribution shall be approved by the President. Motion has been made to adopt the proposed resolution MOTION CARRIES 5. CHAPTER UPDATE (L. Krass) Lauren made a presentation on Chapters to the Board. Chapters are run mostly by volunteers, mostly retired individuals that have been involved with Audubon for over 20 years. Volunteers need specialized skills and training. NH Audubon does not support chapters financially but it is starting to support them in other ways, e.g. providing fundraising opportunities with Birdathon/Bloomathon, including chapter programs in Afield and Efield. 3

4 Board needs to consider Chapters at the same level as a Center, attend a field trip or a program, sponsor an event or program, donate snacks, support Chapter teams at Birdathon/Bloomathon Have a goal of four chapter meetings a year with one being picnic/volunteer appreciation day. 6. BIRDATHON/BLOOMATHON (G. LaCasce) First Giving webpage has been set up. On-line opportunity to donate to teams participating in Birdathon/Bloomathon 7. GOVERNANCE COMMITTEE BYLAWS (D. Howe) Changes have been made to Article IV Board of Trustees Section 2. Trustees - The Board shall consist of not more than 20 Trustees nor fewer than 14, one of whom is the Representative of the Council of Chapters, to be elected by the Council of Chapters as specified in Article VI, Section 3, below; one of whom is a Trustee of the Loon Preservation Committee, to be appointed by the Loon Preservation Committee, one of whom is a member of the Newfound Audubon Committee appointed by that committee, one of whom is a member of the Massabesic Audubon Committee appointed by that committee and the remainder of whom are to be elected by members of the Society at the Annual Meeting. Trustees shall be members of the Society. Except when elected to fill a vacancy, and subject to the class balancing provision for shorter terms below, Trustees shall be elected for three-year terms, but may not be elected for more than three consecutive full three-year terms. If a Trustee is completing his/her first year of a two year term as Chair at the end of his/her third term, then the Trustee s term of service shall be extended automatically for an additional year. No Trustee who has served for nine or more consecutive years (excluding such additional year as Chair) may be eligible for re-election until he or she has not been a member of the Board for at least one year. To the extent practicable, the terms of one-third of the Trustees shall expire each year. Trustees may be elected for one- or two-year terms to maintain equal size Trustee classes. Any vacancy in the Board may be filled by the Board until the next Annual Meeting. No salaried employee of the Society may be a Trustee. Only Trustees shall be entitled to vote at meetings of the Board. Changes have been made to Article V Committees Section 1.6 Nominating Committee - A Nominating Committee consisting of at least five members, two from the Board of Trustees to be designated by the Board Chair, and two from the general membership other than the Board and the Development Director. If the number of committee members shall exceed five, it shall be a goal, but not a requirement that the number of committee members selected from the general membership shall be not less than the number of Trustees selected for the committee. The Chair of the committee need not be a Trustee. Annually the committee shall present to the Secretary a slate of nominees for all Trustee positions at least 30 days prior to the Annual Meeting. This slate of nominees shall be sent to the Members at least 15 days prior to the Annual 4

5 Meeting. The committee shall at any time make recommendations to the Board to fill Board vacancies as specified in Article 4.2. Members shall be encouraged to make suggestions to the committee for suitable candidates for Trustees of the Society. The need for amending Article VI concerning Chapters has been recognized. Separate committee will be organized to continue the work. Motion has been made to adopt amended Bylaws as previously presented and as amended. MOTION CARRIES 8. CENTENNIAL UPDATE(G. LaCasce) Planning for the Gala is going full speed. Next centennial event is Birdathon/Bloomathon; Board to form a team. List of secured/potential items has been created. During the next month board to look at the list and move forward with securing some of the items. 9. BOARD FUNDRAISING DEVELOPMENT tabled till next meeting ADJOURNMENT Meeting was adjourned at 5:50 PM The next general meeting will be at 3:00 PM on June 24 at the McLane Center. Minutes submitted by K. Burtt 5