Board of Directors Meeting Minutes May 23, 2011

Board of Directors (BOD) Meeting Minutes
May 23, 2011
Board Members in Attendance: Matt Parsons, Bob Young, Bryon Farnsworth, Colleen Hackley (by telephone),
Kim Churches, Heather Day-Richter, Rebecca Hudson (by telephone)
Board Members Absent: Ryan Blake, Chuck Raisch, Jennifer Crossett
Staff: Nancy James, Greg Jaworowski
PMAC: Lauren Andrews
  1. Welcome
    1. Parsons called the meeting to order at 6:11 PM
    2. Parsons took attendance and established quorum. Approval of the April 25, 2011 board meeting minutes was set in motion by Parsons, all in favor 6, all opposed 0, abstain 0, absent (3) – the
    3. April, 2011 minutes were approved.
  2.  Financials and Finance Committee Report
    1. Line of Credit with Colorado Enterprise Fund – do not have a line of credit in place currently. They had a second lien on building and they are releasing lien – Nancy will get documentation. They typically don’t work with non-profits, so they might give us a line of credit but basically only if no one else does.
    2. Currently with Great Western Bank – would like to transition banking to a bank that might serve as a lender on refinance for building. Nancy to discuss – possibly with Wells Fargo (most likely lender). JP Morgan probably not interested in an entity our size, other banking relationships will be explored.
    3. Expenditure and Purchasing Policy – will amend, Nancy had to go through various tiers depending on cost and budget item. Will have to get Board authorization to incur indebtedness or subject to lien or encumbrance. Motion to approve – Bob – motioned to approve, Heather seconded. All approved, no opposed or abstained.
    4. Financials – one more month until summer decline. April and May good months, will see a downhill trend for June and July. Our operating account is doing well – we continue to increase the account, good sign we are saving cash in the case of an emergency, contingency. Good indication of what we need to save for capital reserve. Work Bond: showed up in April because of the timing of when it was booked. Release of work bond offset tuition, showed in April Balance Sheet. Started to accrue property taxes – wasn’t showing before April 2011. Nancy - $6,800 approx for entire year. Valuation of building went from $600,000 to $90,000 (approx numbers). Decrease in valuation – not sure why it decreased so dramatically. First went on books, was heavily weighted to land value, but not sure why it decreased so much.
    5. Total Equity – favorable over position last year. Student deposits – can fluctuate a little based on second child and depending on when people come and go. Should be capped – Nancy will look into the line item because it increased quite a bit in April 2011.
    6. Profit & Loss – April number includes the work bond – flows into tuition number and is offset. (Tuition number is a gross number.) Forfeited work bond - $4,330. Second half we may see quite a bit more because of shorter time period to work the hours. Expenses went down in each category by some dollars. March – had fundraising dollars, April – had work bond hours. Biggest difference was expense reduction (approx $18,000 drop). Net income went up by $35,910.15.
    7. YTD Profit & Loss – doing very well, and will come out ahead even if we have tremendous disenrollment over the summer (not anticipated). Where does PMAC show up on P&L? Won’t show up as “other fundraising” – shouldn’t show up here. Trying to track the “big fundraising” but we are not in control in PMAC efforts. Should it be in a separate checking account? Yes. Bryon’s preference is if not controlled by the school or the board it should not show up here. It will be separately reported and handled. To be discussed off-line. Any PMAC money – does not go into the MAC banking account so PMAC has to set up a separate account. PMAC might need to pursue its own 501(c)(3) status to limit tax exposure and for the ability of contributions to be tax deductible.
  3. Executive Director (ED) and Enrollment Report
    1. Re-contracting – 10 lead teachers, 3 after-school coordinators and specials leads have recontracted. Ms. Paula has not re-contracted as previously communicated to the Board. Nancy is knee-deep in interviews – people coming in from various states (we’re National!) – many interesting people, very highly qualified people applying. Lots of interviews coming up.
    2. In-service day (May 6) was a success. Started a process regarding language development (possible Mandarin class, possible Spanish). Trying to incorporate into classroom. Ms. Perla putting together a proposal. Good school training and new works that will be introduced next year. Discussed how valuable in-service days are and especially as a recruiting tool.
    3. Licensing Post Appeal. Working with Adele Reester (counsel). Four other schools are going to trial. Ms. Reester is helping refine MAC’s appeal.
    4. RB not present to discuss enrollment report. Big decrease in toddler community. Still haven’t received most re-enrollment. Nancy discusses disenrollment with every family. Discrepancies are typically attributed to transitions. Two older siblings coming back for summer. Most families look for fall enrollment. RB has to consider transitions – hold spots open for those students.
  4. Bylaws Revision Plan
    1. The Bylaw changes – talk about this month. Currently, Bylaws provide that Secretary has to circulate 10 days in advance of changes. We will discuss tonight and approve in June.
    2. We are a membership organization. Anyone who pays tuition is a Member.
    3. First set of changes – Section 1. Limit non-member Directors to 3. Kimberly - asked why do we need to limit? What if certain skills are available from non-members? Matt – Chuck has been our only non-member so this is largely unchartered, but has fears that non-members might not be as invested, know the institution. Kimberly – from a board development standpoint, might not want to limit (from a practical standpoint, skills are very important). Bryon – 3 is an important threshold number because it would never be a controlling number. Can build flexibility in – “member or former member”. Distinction between an alum and a nonmember (non-alum).
    4. Meetings can be held by phone (Section 7 – tracks Colorado law). Matt is not advocating closed meetings but realizes at some times it might not be possible in certain circumstances.
    5.  Section 8 – were not operating in accordance with law. There is a distinction in the statute regarding committees that are made up of Directors versus non-Director committees. Advisory committees have to funnel things through the Board. Committee membership should also be approved by the Board. PMAC and Gala Committees are non-Director committees. Long discussion about only directors being appointed to serve on a Director Committee. Should the Bylaws define specifically the various committees? “Director Committee” is a general category – defining what a Director Committee can do and not do. Should we specify standing committees? Define Executive Committee and Finance Committee. Other committees are captured in Minutes. Heather concerned with additional language and noted concerns. Agreed to move on.
    6. Section 9 – Action without Meeting: if someone abstains or doesn’t respond, it doesn’t count toward the requirement of an unanimous decision. Also allows committees to take action without a meeting.
    7. Section 10 – have done action by proxy in the past. Action by proxy is only allowed if Bylaws so provide. This section now allows action by proxy.
    8. Article VI – Officers – allows for carry-over of Officers. Board can elect to postpone vote until election of slate of directors. President will never be a non-member.
  5. Executive Director Evaluation Timeline/Process Overview
    1. Nancy was going to self-evaluate and circulate in a week or so. Intent to send to Board and Board will provide feedback, to be refined in June. July meeting will be the performance review for August. Same general process as 2010.
  6. Board Member Feedback/Evaluation Follow-up
    1. Heather – “360 process” -- we would be better able to provide feedback if we have a better sense of what she does every day. Consensus: not ready at this time to implement a 360 process. Expensive and not budgeted but something to consider for future.
  7. Committee Updates and Reports
    1. BOD Development – have 13 people on the list currently. Thank you to Colleen for great feedback! Internal member and external non-member candidates. Elections in September.
    2. Gala – Christina Montgomery was going to lead charge for 2012, and just disenrolled her child, so will step down from Gala Chair duties. Actively having to fill position. We have a contract started to be negotiated with Mile High Station. We need to reach out to the community by end of June if we don’t have this flushed out.
    3. Fundraising – no updates.
    4. Strategic Planning – 154 responses from parent body! Next step is to tally results -- Bob working on this and will coordinate with Daniel and committee will meet within next few weeks. Compile parent survey and listening sessions and teacher/staff interviews. Strategic Planning Committee will meet (including parent volunteers who have joined committee). Shoot for initial data conclusions in June, a draft report in July, write-up of Strategic Plan in August, approval of a Strategic Plan in September.
    5. Building Committee – Strategic Plan will play into Building Committee next steps. Took a look at what it will cost to create additional space where kitchen is adjacent to Primary Community Room (for example to blow out wall) – gave Nancy a fairly detailed plan, put some numbers to it. Nancy to bring to Finance Committee to see if it makes sense to take next steps. If some money can be allocated to this, then Building Committee would take it from there. Also had some ideas for area behind art room – could build out a community for “physical” activities for older children.
    6. PMAC – Interested in asking parent opinions, therefore, themes of the parent survey could be passed on to PMAC to use. See Attachments.
  8. BOD Other Updates
    1. None.
  9. Adjourn
    1. Parsons adjourned the meeting at 8:50 PM.