COLUMBIA COLLEGE FOUNDATION BOARD OF DIRECTORS MEETING May 17, 2012 11:00 am 3:30 pm Location: Manzanita Conference Room Board Members Present: Rosetta Bannwarth, Bill Dunlavy, Doralyn Foletti, Mike Heuton, Mel Kirk, Randy Selesia Joe Silva, Stephanie Suess, Keturah Wilk, Gene Womble Staff Present: Kasey Fulkerson, Beccie Michael, Gary Whitfield Absent (Excused): Michael Chimente, Pat Dean, Dr. Dennis Gervin, Louise Goicoechea, Ed.D, Dr. Lynn Martin Absent (Unexcused): Richard Matranga, Ida Ponder CCF Board President, Mel Kirk opened the meeting up for public comment; where the public was given the opportunity to speak (with a five minute limit per person) regarding any item not on the agenda. There were no public comments. 1. Call to Order (11:08 am by Board President, Mel Kirk) Due to the lack of a quorum at the call to order, Board President Mel Kirk recommended the Board change the order of the agenda and begin the meeting by reviewing the Revised CCF Bylaws (agenda item #2). Once all Board members are present, the published agenda will be followed. 2. Old Business A. Review & Acceptance of Revised CCF Bylaws (Randy Selesia) Mr. Selesia requested that Director of Development, Beccie Michael provide an update on the Bylaw Committee. She began by informing the Board that the bylaw updates were more extensive than originally expected. Once the committee began reviewing them, they realized quickly that a non-profit attorney should be retained. There have been too many changes and revisions to non-profit law alone for Ms. Michael or the Board to successfully update the bylaws without this necessary assistance. Page 1 of 7
The bylaws presented to the Board are 90% complete; however, they are back under review by the attorney. Ms. Michael informed the Board that unfortunately, the bylaws are not ready to adopt as of this meeting. She felt that it is better not to rush adopting them and opted to give the Board additional review time. The Board concurred. The Board continued reviewing the recommended changes line by line. The original revised bylaws are kept on file in the CCF office for recordkeeping purposes. Rosetta Bannwarth informed the Board that she is not comfortable with part of the language in Section VII.4 (Quorum and Action of the Board). A lengthy discussion ensued regarding the section s language. It was determined that the Board would like the phrase but no fewer than two directors changed to but no fewer than four directors. Under Section VII.6 (Conduct of Meetings), the Board would like verbiage added relating to the Brown Act. Ms. Michael will consult with the attorney to determine what (if anything) could be added. A lengthy discussion ensued regarding Section VIII.3 (Terms); specifically about the one-year (off the Board) waiting period a Director must serve after three consecutive three-year terms have been held. Stephanie Suess indicated that she understood the reasoning behind the waiting period and stated that it is about Directors taking breaks, re-committing themselves, and re-evaluating. Randy Selesia voiced his concern that the Board could potentially lose good Directors, i.e., Pat Dean and Bill Dunlavy. He also added that all future elections of the Board should be closed ballot in an effort to eliminate any embarrassment or awkwardness. Ms. Michael informed the Board that Dr. Gervin requested (in his absence) that she read a letter he addressed to the Board regarding this topic. Ms. Michael did so and the original letter is held in the CCF office for recordkeeping purposes. : QUORUM MET Two immediate action items needed to be placed on the agenda. With a 2/3 s vote present, CCF Board President, Mel Kirk informed the board of the additional items (Review & Acceptance of 2012-2013 CCF Operating Budget and Recommendation to Extend Board Officers Terms). A motion was made by Mike Heuton to approve the additional item for the agenda (Review & Acceptance of 2012-2013 CCF Operating Budget/Section 3.C). Keturah Wilk seconded the motion and the vote was carried unanimously in favor of approval. Page 2 of 7
Secondly, a motion was made by Mike Heuton to approve the additional item for the agenda (Recommendation to Extend Board Officers Terms/Section 3.D). Joe Silva seconded the motion and the vote was carried unanimously in favor of approval. 1. Call to Order A. Approval of January 26, 2012 Meeting Minutes Mr. Kirk presented the January 26, 2012 Board meeting minutes for review. Rosetta Bannwarth moved to accept the minutes as presented with no revisions. Doralyn Foletti seconded the motion and the vote was carried unanimously in favor of approval. Lunch Break 2. Old Business (contd.) A. Review & Acceptance of Revised CCF Bylaws (Continued) The Board continued to review the Revised CCF Bylaws. B. Carkeet Park Update (Beccie Michael, Director of Development) Change in Order of Agenda C. Review & Acceptance of Corrected 2011-2012 1 st Quarter Financial Report (Gary Whitfield, VP of Administrative Services) Mr. Whitfield reviewed the corrected 2011-2012 1 st Quarter Financial Report with the Board. Mike Heuton moved to accept the Corrected 2011-2012 1 st Quarter Financial Report as presented. Randy Selesia seconded the motion and the vote was carried unanimously in favor of approval. The Board thanked Mr. Whitfield for the new format of the documents. Original documents are held in the CCF office for recordkeeping purposes. 3. New Business (Beccie Michael, Director of Development) A. 2012-2013 Future Vision Scholarships Change in Order of Agenda B. Request to transfer funds from the Foundation s Associated Student Body (ASB) Fund to the Associated Students of Columbia College General Fund Ms. Michael explained that the ASB fund held in the foundation was created with remaining funds originally raised for the construction of Oak Pavilion in the 1990 s. No money has been spent from this fund since it was created. The Associated Students of Columbia College (ASCC) would like the funds transferred to the ASCC General Fund account in an effort to begin spending down the money. Mike Heuton inquired whether there were other options for the money. A discussion was held and ultimately the Board agreed that the money should be transferred to the ASCC, as it was intended. Page 3 of 7
Stephanie Suess moved to approve the request to transfer funds from the Foundation s Associated Student Body Fund to the Associated Students of Columbia College General Fund. Randy Selesia seconded the motion and the vote carried unanimously in favor of approval, with the exception of Doralyn Foletti, who abstained from voting. The original letter from the ASCC requesting the transfer is on file in the CCF office for recordkeeping purposes. C. Review & Acceptance of 2012-2013 CCF Operating Budget Ms. Michael reviewed the proposed 2012-2013 CCF Operating Budget. Doralyn Foletti moved to accept the budget as presented. Joe Silva seconded the motion and the vote was carried unanimously in favor of approval. The original operating budget is kept on file in the CCF office for recordkeeping purposes. D. Recommendation to Extend Board Officers Terms Since the Bylaws continue to be under review, Ms. Michael requested that the board consider approving an extension of the current Board Officers terms. Traditionally, the Board elects its new officers during the May Board meeting. After careful consideration, Randy Selesia moved to extend the Board Officers terms until the Revised Bylaws are adopted. Mike Heuton seconded the motion and the vote was carried unanimously in favor of approval. 4. Financial Reports (Gary Whitfield, VP of Administrative Services) A. Review & Acceptance of 2011-2012 2 nd Quarter Financial Report Mr. Whitfield reviewed the 2011-2012 2 nd Quarter Financial Report with the Board. Stephanie Suess moved to accept the report as presented. Doralyn Foletti seconded the motion and the vote was carried unanimously in favor of approval. The original report is kept on file in the Foundation office. Review & Acceptance of 2011-2012 3 rd Quarter Financial Report Mr. Whitfield reviewed the 2011-2012 3 rd Quarter Financial Report with the Board where he highlighted the custodial account that has been added to page three. This account is new and serves only as a pass through account for funds that will be held for a brief period of time, i.e., the soup bowl fundraiser, etc. The original report is kept on file in the Foundation office for recordkeeping purposes. Stephanie Suess moved to accept the 3 rd Quarter Financial Report. Joe Silva seconded the motion and the vote was carried unanimously in favor of approval. Page 4 of 7
5. Subcommittee Reports E. Mini-Grants Subcommittee (Mike Heuton) 1. Spring 2012 Cycle Awards & Process Mike Heuton had to excuse himself from the meeting due to other obligations; therefore, this item was deferred. 2. Old Business (Beccie Michael, Director of Development) B. Carkeet Park Update (Beccie Michael, Director of Development) Ms. Michael informed the board that the purchasing department researched the benches further and found a comparable product at a dramatically reduced price ($455/bench). The CCF can now purchase 55 benches with the remainder of the funds. 3. New Business (Beccie Michael, Director of Development) A. 2012-2013 Future Vision Scholarships (FVS) Ms. Michael reminded Board members that as a result of a recent vote, FVS awards will now be $1,000 each. Currently, there is no plan in place to fund the substantial increase to the program. Ms. Michael encouraged the Board to consider whether or not they would like FVS to be their next fundraising focus. Ms. Michael thanked those Board members who have volunteered to present FVS awards at upcoming high school scholarship ceremonies. 5. Subcommittee Reports A. Finance Subcommittee 1. Annual Review of Spending Policy The Finance Subcommittee recently conducted their annual review of the Spending Policy and do not recommend any changes. The committee will review the policy again in 2013. Board President, Mel Kirk inquired whether the Finance Subcommittee would review the list of accounts under the foundation to explore which accounts could be absorbed/closed. The subcommittee will review the accounts and make recommendations at a later date. B. Nominating Subcommittee There being no new business to discuss, this item was deferred. C. Executive Subcommittee There being no new business to discuss, this item was deferred. Page 5 of 7
D. Development Subcommittee (Stephanie Suess, Chair) 1. 40 th Anniversary Update Stephanie Suess informed the group that the development subcommittee met and after careful consideration, decided that with the current state of the economy, it would be inappropriate to spend money on organizing a gala event. The Subcommittee decided that they would prefer to continue efforts of raising money, possibly for the Future Vision Scholarship fund. Rosetta Bannwarth offered to host a smaller event to recognize Osher Scholarship donors at her restaurant in the fall; the Development Subcommittee agreed to begin meeting to plan this. 6. College/District Updates A. Development Office Report (Beccie Michael) GRANTS: Ms. Michael wrote and submitted a $2.5 million Title III Collaborative grant to build the college s institutional research capacity. Ms. Michael wrote and submitted a $105,000 Mental Wellness grant through the California Community Colleges Chancellor s Office. If funded, this grant would provide more in-depth mental health services on campus, specifically for at-risk populations like veterans. Ms. Michael and Ida Ponder wrote and submitted an Entrepreneurship minigrant for professional development and supporting the student entrepreneurs club. Ms. Michael will also submit an economic workforce development grants over the summer (possibly for a Geographic Information Systems project). OTHER DEVELOPMENT UPDATES: The scholarship ceremony was held in April. Ms. Michael thanked Mr. Kirk and Dr. Martin for attending. The Development office has hosted several campus tours throughout the spring, including the Sonora 49er Rotary, a Rotary Exchange group from the Philippines and the first ever Leadership Tuolumne Seniors. Ms. Michael has been attending Leadership Tuolumne County over the past year and has enjoyed it. She has made several connections with community members throughout the process. Ms. Michael was recently interviewed by Currents magazine. The 36 th Annual Columbia Wine Tasting was held in April. Ms. Michael thanked everyone who volunteered. The tentative net amount raised is $10-12,000. Page 6 of 7
B. College Report & Bond Update (Gary Whitfield for Dr. Dennis Gervin) Mr. Whitfield shared a written report prepared by Dr. Gervin. Most importantly, the report discussed a proposal that the Governor released which would cut another several million dollars to the Yosemite Community College District ($600,000 at Columbia College alone). A consultant is working on updating the Facilities Master Plan and an architect has met with many departments. Measure E will be looking at remodeling the Manzanita building. THE BOARD CONTINUED TO REVIEW THE REVISED CCF BYLAWS 7. Adjournment The Board briefly discussed holding additional meetings per year due to how full the agendas are and the difficulty to get through them on time. No decision was made. There being no further business, CCF Board President, Mel Kirk adjourned the meeting at 2:54 p.m. Minutes respectfully submitted by Kasey Fulkerson, Recording Secretary Page 7 of 7