Board of Directors Meeting Sept. 12, 2017 I. Call to Order: Susan Zuker called the meeting to order at 3:01 pm Central Time using Zoom videoconference. II. Roll Call: Board Members: Susan Zuker, Kim Matthews, Gabriella Filisko, Sue Schroer, Barb Doolin, Christi Cooper, Glay Wiegand Incoming Board Members: Barry Breckle, Linda Parker Officers: Mary Guttieri, Mike Robbins III. Old Business Nominating/Elections Committee Report, Sept. 2017 Election Gabriella New Business The election is complete. The quorum was met. Linda Parker and Barry Breckle were elected as Directors to terms expiring in September 2020. The next election will be September 2018, for seats currently held by Susan Zuker, Barb Doolin, and Gabriella Filisko. Susan moved to accept the report of the Nominating/Elections Committee. Sue seconded. Approved. Installation of Board Members Susan Zuker installed Barry Breckle and Linda Parker as new members of the Board of Directors, serving until Sept. 2020. Election of Board Officers for 2017/2018 President: Susan Zuker Chief Financial Officer: William (Mike) Robbins Treasurer: Sue Schroer Secretary: Mary Guttieri 1
Gabriella moved to elect this slate of officers. Barry seconded. Accepted. Leadership Appointments 2017/2018 Regional Vice-Presidents Pacific and Rocky Mountain Regions: Laurie Schirger Midwest Region: Kim Marvin Southeast Region: Amy Replogle Chairpersons of Board-Appointed Committees and Key Contacts Nominations/Elections Committee Tracy Stanley Foster Home Committee Carolyn Molloy Forms & Literature Committee/Policy and Procedure Committee Kathy Patterson Fundraising Coordination Kathy Raidt Membership Committee Shelley Dearmin Oversight Committee Cathy Scheffer Public Relations Contact Kris Specht Social Media Team Nicole Bellemare Special Needs Coordination Linda Plate Website Standards Committee Kathy Patterson Corresponding Secretary Barb Doolin Gabriella moved to appoint these persons to these leadership roles for 2017/2018. Barb seconded. Approved. Will work toward developing a standardized form for information gathering on circumstances surrounding dog bites. Special Needs Committee for 2017-2018: Sue Schroer, Kim Matthews, Laurie Schirger, Linda Plate This committee is empowered by the Board to make decisions on behalf of special needs dogs in the care of ESRA. Susan moved to appoint the committee. Second by Barb. Approved. Sept 30 Member s Meeting: Out of respect for the Jewish Holiday of Yom Kippur, the Member s Meeting has been deferred to Oct. 7, 2017. Other Discussion: Susan led a discussion of the operating principles of the Board of Directors. The Board expressed its gratitude to Kim Matthews and Sue Schroer for their years of service on the Board. Executive Session The Board met briefly in Executive Session to review the status of the civil suit against Suzanne and Soori Bell. 2
Next Meeting(s): Coordinator s Meeting Thurs Sept 14, 7 pm Central Board of Directors Regular Thurs. Sept 28, 7 pm Central Member s Meeting Saturday, Oct 7, 11 am Central Adjourn: The meeting was adjourned at 3:30 PM Central Time. Respectfully Submitted, Mary Guttieri, Secretary Approved Oct. 3. 2017 3
Board of Directors Meeting Sept. 28, 2017 I. Call to Order: Susan Zuker called the meeting to order at 7:04 pm Central Time using Zoom videoconference. II. III. IV. Roll Call: Board Members: Susan Zuker, Gabriella Filisko, Barb Doolin, Christi Cooper, Glay Wiegand (Linda Parker excused) Officers: Mary Guttieri, Mike Robbins, Sue Schroer, Treasurer s Report - Sue Schroer Financial reports distributed online. Christi moved to post financial reports to the website. Glay seconded. Approved. Received the public version of the IRS 990 from the CPA firm. Glay moved to post the public version to the website. Gabriella seconded. Approved. Update on Ebay donations via Paypal Giving Fund, using Paypal s tax ID number. In this instance, no Paypal fee is taken. However, there is no tracking of individuals contributing with the Ebay giving. The Paypal Giving Fund donations do report with name and email. Suggestion: add this as one of the ways to contribute to ESRA. Special Topic: Wild Apricot Demo with Karen Garritano Karen demonstrated some of the features of Wild Apricot, including member management and donation management. V. Old Business a. Bell Civil Suit Mike ESRA has received payment of $265,000. Our attorney has notified the judge that the civil case has been dropped. Mike will distribute the settlement agreement. b. Investment Committee Discussion Mike ESRA is in a strong cash position - $400,000 in bank that could be invested for greater earnings. Mike will develop investment guidelines and distribute for comment and Board approval. He envisions simple, secure investments with staggered expiration dates. Mike would like to have an investment committee (one representative from 1
audit committee, CFO and/or Treasurer, and subset of Board members). Will identify one or two people who authorized to communicate with the financial advisor. c. Compliance: Mike has spoken with Tom Sabbath, who is evaluating software for state filing requirements. d. Annual Meeting Glay and Mary slide updates will occur this weekend and be distributed for feedback/corrections. e. Christmas Card Update- Gabriella and Christi- Project is on track. Gabriella will distribute the photo to the board and the printer quote for reference. The bid was highly competitive with prior bids. New Business a. Accounting Support for Regional VPs Sue would like to identify two persons in each region, one for deposits + adoption agreements, one for processing expense reports, to support the work of the VPs so that they can focus more of their energies on volunteers and dog issues. b. Intake Journal/Outcome Reports/Adoption Agreements Sue and Mary- The Board agreed that regional teams should be uploading adoption agreements into our secure cloud storage with notification to Cindy Pierson. c. Board Resolutions Christi Cooper Christi presented two resolutions acknowledging the contributions of former Board members Sue Schroer and Kim Matthews for approval by the Board as follows these minutes. Minor adjustments to the wording were discussed. Barb moved to adopt the resolutions as amended. Gabriella seconded. Approved. Christi will present the resolutions at the Member s meeting. d. Regional VP-Coordinator Communication Reviewed email communication received by the Board. Barb will review at the upcoming leadership meeting. 2
Next Meeting(s): Leadership Team Regular Thursday, Oct. 5, 7 pm Central Member s Meeting Saturday, Oct 7, 11 am Central Coordinator s Meeting Thurs Oct 12, 7 pm Central Board of Directors Regular Thurs. Oct. 26, 7 pm Central (Barb excused) Adjourn: The meeting was adjourned at 8:47 PM Central Time. Respectfully Submitted, Mary Guttieri, Secretary Approved October 24, 2017 3