Minutes of the 4/27/15 Board Orientation

The meeting was called to order by Board President Paul Sawyer at 6:34p

Introductions – Board members were asked to introduce themselves by name, occupation, where they live, and what was special to them about our district or being on the board. Members spoke of the importance of the natural environment of District 1, of how important it was that our organization is trying to be representative of the people who live here, about the importance of making connections within the board as well as with the community. Board members were encouraged to make as much of the board membership as you want and are able. It was noted that one of our new members is on WEQY (new eastside radio station) board and this connection is a good one for us to have.

Bylaws change – The proposed change to the bylaws regarding election of board officers was announced in the March issue of the District 1 News. Staff received no comments from community members about the proposal. The proposal was moved by Harper, and seconded by Mohr.  Discussion – the reason for the change was to clarify how we elect officers because of restrictions about who can run (certain offices require a certain number of years on the board) and to bring us into best practices for officer elections. Questions were asked about why officers were elected in alternative years (Pres and VP in one year, and Sec and Treasurer in the next). This practice allows continuity and transmission of knowledge by staggering the terms. Questions were asked about why it is done the way it has been – election of officers by community members. Sitting members were not aware of the history. Motion passed on a unanimous voice vote.

Election of Board Officers – The Secretary and Treasurer duties outlined in the Bylaws were read and nominations were requested, first for Secretary and second for the Treasurer.  Fuehrer was the only nomination for Secretary - unanimously elected on voice vote. Westerberg was the only nomination for Treasurer – elected unanimously on a voice vote. There was further discussion of the importance of checks and balances around the finances of the organization. Note: Westerberg is serving his second term as Treasurer and term limits for offices require that next Treasurer election vote in a new Treasurer.

Financial Reports – The financial reports for the 3^rd quarter of the fiscal year were presented and discussed. Approval of the reports was moved by Mohr and seconded by Turner. Questions were asked to explain our relationship with other organizations – fiscal agency and collaboration. Questions were asked about how we can increase our organizational income. Question asked of how board members get training around their financial responsibilities – Minnesota Council of Nonprofit classes, Nonprofit Assistance Fund classes were mentioned and staff will forward these opportunities as they arise.  Reports were adopted unanimously on a voice vote.

Transit and Economic Development Summit proposal – Discussion of how we can use the transit projects that are being proposed for the eastside to generate economic development – to bring jobs, educational support for those jobs and improved housing to the area. The proposal from Herman before us is asking for $500 seed money to get the summit going for the fall that will help build an eastside coalition around these efforts. This effort would be community-driven but also would combine with the Chamber’s efforts in East Metro Strong. Fuehrer moved and Clark seconded the motion to approve the $500 seed money. Questions were raised as to how the summit relates to SunRay redevelopment, around youth needs and transit. Questions were asked as to what is the next step after approval of the money? What is the oversight of the project? Who are the partners and what do they stand for? Board members were concerned that we identify immediate needs first then go for longer term needs so that community members can see results of the work. Given the questions raised there was a motion to table the original motion until we get more info (moved by Clark, seconded by Harper). Discussion of the motion to table involved questions about what was learned from FESTEC/ESTE project around transit developments and collaboration. Do we make the short term investment and help shape the way forward? Or do we wait. The motion to table was withdrawn on the condition that we make sure we have a voice at the table to shape the project, and that we have a voice in hiring staff. Further discussion of the broader committee that will oversee the project and of the criteria used to hire. If we are going to support this effort we need to be all in. The motion to expend $500 was approved contingent on steering committee including D1 staff and that D1 staff be on the hiring committee (one vote in opposition – Harper). Staff was asked to schedule Herman (project proposer) for a board meeting to provide more detail and to receive input from the board.

Board Responsibilities – The main focus of the organization has been the community plan, Youth work, and the dialogue projects. The organization is growing – Sawyer asked how we best meet our mission under this growth mode. We will need to examine and potentially change board and staff responsibilities. We may need to move toward an executive director and staff model rather than a do-it-all model of staffing. Board members received a synopsis of funding projects. Sawyer spoke of clarifying the board role as one of oversight and general policy setting. The board should look at what the ED does at a policy level. We need to recognize that there is a distinction between what is a board duty and what is a volunteer duty of people who happen to be board members. It is not the role of the board to manage day-to-day operations and implementation of goals.

Sawyer outlined the fiduciary duties of board members. The duty of care – things must be done to the benefit the organization, keeping a focus on our mission and our purpose, and seeing to it that our programs are advancing this mission and purpose. The question we need to ask is, do we have the capacity to do (resources) what it is that we are saying we are going to do? The duty of care means doing nothing that will undermine the organization. The duty of loyalty – this is the concept that helps us in dealing with conflicts of interest – and those conflicts can be of self, family or our employers. Examples were provided and discussed regarding choice of our financial institution and board members who work for our current bank. The duty of obedience – this concept involves making sure that we are in compliance with state laws and that our bylaws are supporting the mission. It also involves the separation of fiscal responsibilities so that no one person controls all aspects of our monies – checks and balances are in place. It also involves assuring that we are following the wishes of our funders in how we spend the money that is given to us.

Future meetings – It was recognized that we have a lot more to learn and that continuing this discussion and orientation will be important. Board members were asked to look at the MCN nonprofit principles and practices booklet and at the Attorney General’s booklet on Fiduciary Duties to see if there are topics they need to hear more about. Board members were also asked to look at our articles of incorporation and the bylaws (bylaws in the handbook – staff will provide articles). We will also need to look at our committee structure to make best use of board and staff time. Board members are asked to email to staff suggestions of what to cover in future orientation sessions.

Meeting adjourned at 8:40p.