UMW ELDERSTUDY BOARD OF DIRECTORS MINUTES September 9, 2011

1 UMW ELDERSTUDY BOARD OF DIRECTORS MINUTES September 9, 2011 President Phil Hall called the meeting to order at 10:00 a.m. He announced one addition to the agenda, under New Business, Presentation and approval of new committee chairs and treasurer. (see attached agenda) Board and committee members present were the following: Phil Hall (President), Margareta Williamson (Vice-President), Margaret Rose (Secretary), John Thompson (Treasurer and acting Administration Committee chair), Carole Hanus (former President), Stew Engel (acting Membership Chair), Alan Zirkle (acting Curriculum Committee chair), Board members Bob Hanus, Dottie Bourdon, Bill Toomey, Dennis Vanderlaske and Mary Ann Stana. Also present were ElderStudy members Roger Bourdon, Anne McGrath, Peggy Johnson and Jack Allison. The minutes of the June 3, 2011, Board meeting were read. The following corrections were made: 1) under Treasurer s report, delete the word budget and replace it with the word income; 2) under New Business, item 1, replace the phrase, equivalent to $100 per speaker with determined on an annual basis; 3) under item 4 of New Business, Presentation of slate of new officers delete the office of Treasurer; 4) under Open Forum, rewrite the first paragraph (see minutes from June BOD meeting for specifics). John Thompson moved and Bob Hanus seconded that the minutes be approved as amended. The motion passed. Standing Committee Reports Administration Committee: John Thompson, acting committee chair, presented the report of the Administration Committee s September 7 meeting (see attachment). During the past quarter, the administration committee has awarded the excess fund grants to various University departments and completed transition of ElderStudy accounts to Wells Fargo bank, per the Wachovia-Wells Fargo merger. Membership Committee: Stew Engel, acting committee chair, reviewed actions of the Membership Committee which included approval of several changes to the home page and links from the ElderStudy Web site; the change of persons responsible for the maintenance of the ElderStudy Web site from Anne McGrath to Chuck Watkins, with Anne serving as back-up; discussion of whether the Web Team should report to the Membership Committee or to the Executive Leadership, i.e., the Board of Directors. In addition the membership committee has decided to stop mailing courtesy copies of the newsletter to non-umw recipients and set the date for the winter luncheon for December 1, 2011. The committee has also announced names of new members and specific responsibilities for each member (see attached report). Curriculum Report: Alan Zirkle, acting committee chair, presented the new design for certificates presented to speakers. He also announced that a) he has been working with Anne McGrath and Chuck Watkins to implement a new curriculum section on the ES Web site; b) as of August 18, the committee had finalized 41 sessions for the fall semester of which 9 will be presented by ES members and c) the curriculum committee has discussed and unanimously resolved that they are opposed to the Non-Attribution Policy proposed by the Administration Committee, based on their belief that it is the speakers responsibility to refrain from discussing

anything that he /she doesn t want disclosed and that attendees should have no obligation to censor themselves. Treasurer s Report: John Thompson, acting Treasurer, presented the 4 th quarter Balance Sheet Report and the Year-to Date Operations Report (see attached reports) which were accepted and will be filed for audit. Old Business: 1) Bullets 1, 2, and 4 of part 4.a of the meeting agenda which dealt with the topics of election ballots, BOD meeting agendas, and proposals for revisions to the Constitution and By-Laws were not addressed because these items are still under review by the Administration Committee. 2) Criteria of eligibility for elected officers: Bob Hanus moved and Dennis Vanderlaske seconded the motion that further clarification of wording in our Governing Documents and the inconsistency between statements dealing with the issue of eligibility for office in the By-Laws and Procedures Manual should be studied by the Administration Committee. The specific question is Can a non-board member be nominated for office? Anne McGrath pointed out that the 2010 changes to the Procedures Manual had never been voted on by the Board of Directors. A second question was raised about the rights of the President to vote. Stew Engel referenced Robert s Rules of Order and stated that the President may or may not vote on any issue before the Board, according to his choice. 3) Administration committee proposals for changes to Procedures Manual: This item was tabled at the June BOD meeting (see attachment 5 to June minutes). A motion was made, seconded and approved to bring this item off of the table for discussion. Anne McGrath repeated her observation that the 2010 changes to the Procedures Manual had never been approved by the BOD. A discussion was held on the proposed changes which included mostly one word changes and two more significant policies, one on a nonattribution clause and one on opening classes to non-members. The non-attribution policy recommended in these changes was discussed in light of the Curriculum Committee s request that this provision not be enacted. Carole Hanus moved and Dottie Bourdon seconded the motion to approve the proposed changes as written. The motion failed. A second motion was made by John Thompson and seconded by Bob Hanus to accept all proposed changes as written in attachment 5 with the exception of the non-attribution policy. This motion was approved by the board. In light of these proposed changes, discussion was held on the question of the validity of the 2010 version of the Procedures Manual. President Phil Hall requested that a study be done by the Administration Committee to examine the 2008 and 2010 versions of the Procedures Manual as well as the version that is on the ES Web site and to research if and / or when the 2010 version was approved, emphasizing that there should be no misunderstandings or confusion about the content of one of the important governing documents of the organization. 2 4) Protocol for standing committee meetings: The question raised in the previous Board meeting regarding standard protocol as to who has voting privileges and the right to speak in a committee meeting was introduced. Some members spoke for open committee meetings where any ES member can attend any committee meeting and can also have voting privileges in any committee meeting, regardless of how often he /she has

been an active member of that committee. Other members spoke for a policy which would limit the privileges of drop-in attendees in a committee meeting. It was noted that ElderStudy has a policy of encouraging any ES member to attend any committee meeting. Margaret Rose moved and Carole Hanus seconded the motion to refer this question for further study by the Administration Committee. In particular, the committee was tasked with the responsibility of studying the issue of who can introduce new business and who can vote in a committee meeting and to report back to the BOD at the next meeting in December. The motion carried. New Business 1) Carole Hanus moved to approve the new committee chairpersons and the office of Treasurer for the 2011-2012 year. The motion was seconded by Margaret Rose and approved by the Board. These people are as follows: John Thompson Administration Committee Alan Zirkle Curriculum Committee Stew Engel Membership Committee John Thompson Treasurer 2) Bob Hanus announced that in grateful response to the grants made over the years, the UMW Department of Theater and Dance has decided to use this money to buy a seat in Klein Theatre in the name of ElderStudy. 3) Carole Hanus asked a question about the domain that sponsors the ES Web site. Anne McGrath stated that our Web site is hosted by Free Web.com and that the annual bill is charged to her. Ann pays the bill and is then reimbursed by ElderStudy. John Thompson pointed out that this system is preferable to ES getting a credit card. 4) John Thompson reported that he will be contacting the President and the Vice-President to attend a meeting with a representative of Wells Fargo bank to get new names and signatures for the ES bank account. 5) Alan Zirkle requested additional keys to the filing cabinet in Chandler 102 for members of the Curriculum Committee who need access to the cabinet in order to provide microphones at various ES sessions. The meeting adjourned at 12:20 p.m. Respectfully submitted, Margaret Rose, Secretary Attachments to follow: Reports of standing committees; Treasurer s Reports 3

UMW ELDERSTUDY BOARD OF DIRECTORS AGENDA September 9, 2011 1. Approval of minutes from BOD meeting June 3, 2011 2. Reports of Standing Committees Administration Curriculum Membership 3. Treasurer s Report 4. Unfinished Business a) Revisions to Constitution and By-laws: all topics carried over from June meeting Election ballots (By-Laws 3.a and Procedures Manual Appendix E p. 18 Election Process ) (see attachment 1) ** BOD meeting agendas (By-laws 4.b.1.b) (see attachment 2) ** Criteria of eligibility for elected officers: By Laws 3.b (pp. 10-11) and Procedures Manual: Section Board of Directors, paragraph 1, p. 1 and Annual Transition Schedule, p. 2 (see attachment 3) Administration committee proposal for revisions to Constitution and By- Laws tabled from June meeting (see attachment 4) ** b) Administration Committee proposals for changes to Procedures Manual tabled from June meeting (see attachment 5) c) Protocol for standing committee meetings: By what criteria do members of ElderStudy become members of committees and what entitles or deprives them of rights to vote on matters discussed in committee meetings? Topic tabled from June meeting. (Procedures Manual: General Committee Procedures, p. 2) (see attachment 6) 5. New Business 6. Other Business ** These items were referred to Administration Committee for study. 4

Memorandum For The Board of Directors September 9, 2011 Subject: Administration Committee Sept 7, 2011 Meeting Minutes 1. Committee Members Present: John Thompson ElderStudy Members Present: Peggy Johnson, Anne McGrath, Janet Sullivan, Margareta Williamson 2. At the request of President Phil Hall, John Thompson served as Acting Chairperson for the September 7 Meeting. 3. The planned Agenda for this meeting is included with this Memorandum. As a result of a series of communication interruptions/obstacles combined with pc malfunctions, a quorum of the Committee was not present and thus no formal business was conducted. 4. The Treasurer discussed the end-of-year financial reports with those present. The Treasurer s records for 2010-2011 will be available for the Annual Audit by September 18 th. Peggy Johnson (past Vice President) provided the name of a potential Audit contact to Margareta Williamson (current Vice President). 5. Janet Sullivan expressed a desire to become a member of the Administration Committee. Following a short tutorial by the Acting Chairperson regarding the responsibilities of the Committee relative to operations of the ElderStudy organization, Ms. Sullivan was welcomed as a member of the Administration Committee. 6. Actions by the Committee this Quarter are as follows: a. The excess funds grants approved by the Board at their June 2011 Meeting were awarded to the University Departments in mid-july. b. An order was placed for 500 additional voucher-style checks to pay organizational bills and expenses. The checks were received and expensed in August. c. The Treasurer has been working with Wells Fargo Bank to complete the transition of ElderStudy accounts to Wells Fargo following the WF-Wachovia merger in early August. This activity is nearing completion; establishment of signature card authorization for the current President and the Vice President is the final step of this process. 7. At the September 7 Committee Meeting, the individuals present endorsed John Thompson as the recommended nominee to be presented to the President and the Board for consideration as the Administration Committee Chairperson. Respectfully submitted, John Thompson, Acting Committee Chairperson 5

TENTATIVE AGENDA Mary Washington ElderStudy Administration Committee Quarterly Meeting September 7, 2011 Woodard Hall, Room 1 or 2, 2-3 PM 1. Greetings to Members Present 2. Treasurer s Report a. 2010-2011 Operations Report #12 b. 2010-2011 Year End Balance Sheet c. 2010-2011 Annual Audit Readiness Status 3. Financial Institution Merger Status 4. Sub-Committee Status Reports Regarding Member Proposed By-Laws Amendments a. A. McGrath Proposal re Meeting Agenda Advance Notice b. M. Williamson Proposal re Annual Director Election Procedure 5. Recommendation of Administration Committee Chairperson Nominee to be presented to President & BOD at Sept. 9 BOD Meeting 6. Potential Schedule Change for December 2011 Quarterly Committee Meeting 7. Other New Business 8. Adjournment 6

ElderStudy Membership Committee Report to BOD 9 September 2011 The Web Development Team reported the following: The Web team consisting of Anne McGrath, Alan Zirkle and Chuck Watkins met on August 23rd. Old Business: 1) We reviewed a proposal to simplify the Home Page by consolidating and alphabetizing sidebar subjects into submenus. The proposal was approved for immediate implementation. 2) We reviewed the possibility of replacing links that currently download the academic schedule in a PDF format, with direct links to the very dynamic calendar on Alan Zirkle's Web Site. It was agreed this should be implemented. 3) We discussed whether it was necessary to caution users that they were leaving the ElderStudy Web site to view the schedule on Alan Zirkle's Web site. It was agreed this was not necessary. New Business: 1) Per Anne's request, it was agreed that Anne McGrath and Chuck Watkins would swap roles with Chuck taking on primary responsibility for maintenance of the ElderStudy.com Web site, and Anne serving as his backup. Anne will continue to support the Book Group portion of the Web site. 2) There was discussion of which committee the Web Team should report to. Currently it reports to the Membership Committee, which to us seems too narrow a focus. It was noted that in most corporations the Web function falls under the Public Affairs Office, which normally reports directly to Executive Leadership. Anne agreed to discuss with new leadership the possibility of moving the Web Team so that it reports directly to the ElderStudy Board of Directors. There being no additional business, the meeting adjourned at 10:40. Regards, Chuck Watkins The Membership Committee decided to stop mailing courtesy copies of the newsletter to non- UMW recipients. Current 2011-2012 membership is 195-200. The Fall Lunch will take place at Lake of the Woods on 1 December at 1130. There were no nominations for a permanent Chair. 7

Membership p. 2 We have reviewed committee tasks to ensure all functions are covered. The results follow: Web site Alan Zirkle Curriculum stuff - the schedule, etc Chuck Watkins Makes changes and maintains the pages Handles email to info@elderstudy.com Anne McGrath Back up Chuck and take care of the Book Group page Requests for Information Dottie Bourdon Checks phone mail Dottie Bourdon New Member Packets Sherrill Bartholomew Nametags Miriam Gerard Membership Roster Chuck Johnson Newsletter Dot Meyers Bulletin Board (Chandler) Nancy Snyder Condolences/Get Well Kay Pearce Outreach/Publicity OPEN Fall Lunch Rose Marie Schlemm Take reservations & print place cards Eugenia Jones Select menu Select entertainment Spring Lunch Eugenia Jones & Miriam Gerard Goodies at GM meetings Stew Engel Retiring Faculty members Eugenia Jones Emails or phone calls to new members Alan Zirkle Composition & printing of brochure Alan Zirkle & Anne McGrath Review Procedures Manual All Submitted by Stew Engel Interim Chair 8

ElderStudy Curriculum Committee Report to the Board of Directors, September 9, 2011 Alan Zirkle has been nominated to the Board of Directors as the new chairman of the Curriculum Committee. Starting with the current Fall Semester, we are using the new design for certificates presented to speakers. There are the following advantages: 1. The entire certificate is printed by us, removing problems lining up our printing with the preprinted info. 2. The new certificates have no place for the president to sign, removing one complicated step from the curriculum production process. 3. There will be no more dependence on UMW for the pre-printed certificates. Alan Zirkle, working with Anne McGrath and Chuck Watkins, has implemented a new Curriculum section on the ElderStudy web site. Members now have several new ways to look at the current semester s schedule. The Curriculum Committee had our first meeting for the semester on August 18, and we already have 41 sessions either finalized or being worked on. Nine of these will be presented by Elder- Study members. The committee discussed a possible Non-Attribution Policy which would prohibit session attendees from disseminating information disclosed off the record by presenters. A vote was taken on the issue, and it was unanimously resolved that we consider it the speakers responsibility to refrain from discussing anything that he or she doesn t want disclosed, and the attendees have no obligation to censor themselves. Our next meeting is September 15. Respectfully submitted, Alan Zirkle 9

Reporting Period: September 1, 2010 to August 31, 2011 Date of Report: September 3, 2011 Assets Description of Asset or Liability As of 9/1/2010 As of 8/31/2011 (a) (b & c) Operating Account Wachovia Bank Checking Account [Quicken] $12,754.08 $10,713.06 Wachovia CD 16084 [0.20%; m 12/27/2010] $5,003.44 matured 12/27/10 Wachovia CD 16098 [0.60%; m 10/27/2011] see below $5,040.52 Capital Reserve Account Wachovia CD 16098 [0.60%; m 10/27/2011] $5,010.29 see above Wachovia CD 16101 [1.14%; m 3/27/2012] $5,019.56 $5,077.27 Wachovia CD 70719 [1.14%; m 3/28/2012] $5,019.40 $5,077.10 Wachovia CD 70726 [1.98%; m 5/28/2013] $5,033.76 $5,134.68 Wachovia CD 16084 [1.00%; m 1/27/2014 ] opened 12/27/10 $5,033.95 Total Assets $37,840.53 $36,076.58 Liabilities FY2009-2010 Expenses Pending/Outstanding $35.00 $0.00 FY 2010-2011 Approved Budget $12,350.00 n/a FY 2010-2011 Budget Expenses Pending $22.00 Capital Reserve for FY 2010-2011 ( $20,000 min.) $20,083.01 $20,321.00 FY 2010-2011 Membership Renewal Incentive Plan $2,450.00 $0.00 FY 2011-2012 Approved Budget $12,350.00 Total Liabilities $34,918.01 $32,693.00 YTD Balance Sheet Net [Assets less Liabilities] $2,922.52 $3,383.58 Treasurer's Notes: (a) 9/1/2010 CD Information is actual as of that date. (b) 8/31/2011 Checking balance is as reported by Quicken. (c) 8/31/2011 CD balances are as provided by Wells Fargo Bank. 10

11 2010-2011 Approved Budget (6/3/2010) Actuals YTD: 9/1/2010 to 8/31/2011 % of Plan Accounting Category/Subcategory INCOME Carry-over from Prior Year TBD $6,619.62 Membership Fees for 2010-2011 [247] $12,050.00 $13,585.00 112.7% Interest from Checking Account $0.00 $0.00 Interest from Certificates of Deposit $300.00 $6.69 2.2% Miscellaneous (excludes replacement NameTags) $0.00 $4.10 Early 2011-2012 Membership Fees [174] $9,500.00 Total ES Income/Revenue $12,350.00 $29,715.41 EXPENSES Board of Directors Awards $0.00 $0.00 BLS Scholarships $1,000.00 $1,000.00 100.0% Grants (excess funds distribution) TBD $4,400.00 Subtotal BOD $1,000.00 $5,400.00 Curriculum Committee Speakers/Programs $6,500.00 $6,500.00 100.0% Postage/Mailing/Copying $125.00 $124.95 100.0% Off-site Location $0.00 $0.00 Gifts/Gratuities $25.00 $0.00 0.0% Stationery/Supplies $100.00 $89.53 89.5% Telephone Service [thru July] $150.00 $132.00 88.0% Special Activities (net) $0.00 $0.00 Subtotal Curriculum Committee $6,900.00 $6,846.48 99.2% Administration Committee General Operating Funds $150.00 $32.73 21.8% Stationery/Supplies/Publications $150.00 $149.10 99.4% Postage/Mailing/Copying $50.00 $11.00 22.0% Subtotal Administration Committee $350.00 $192.83 55.1% Membership Committee Brochures $150.00 $30.08 20.1% Stationery/Supplies $100.00 $55.61 55.6% Gifts/Remembrances $200.00 $0.00 0.0% Name Tags (net) $200.00 $247.94 124.0% Newsletter (preparation+distribution)[5] $2,000.00 $994.68 49.7% Postage/Mailing/Copying $200.00 $56.61 28.3% Web Site $100.00 $99.95 100.0% Telephone Service [thru July] $150.00 $132.00 88.0% Membership Meetings/Special Events (net) $1,000.00 $635.63 63.6% Subtotal Membership Committee $4,100.00 $2,252.50 54.9% YTD TOTAL EXPENSES $12,350.00 $14,691.81 119.0% Report Date: 9/2/2011 Note: YTD Total Expenses includes departmental grants Final Report for the 2010-2011 Year of $4,400 as shown.

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