Board Members Present: Susie Garretson, chair; Bill Beaver; Susan Golightly; Sam Henderson; Leigh Kuwanwisiwma; Linn Montgomery; Max Oelschlaeger; Susan Olberding; Carl Phagan; Peter Pilles; Katrina Rogers; Carolyn Shoemaker; Larry Stevens; Miguel Vasquez

Board Members Absent: Sheri Burnham; Jack Metzger; Barbara Poley; Ann Poulos; Wayne Ranney; Octaviana Trujillo

Ex-Officio Members Present: Chio Black (President of Sedona Muses)

Others Present: Robert Breunig; Lynn Yeager; Ann Deegan; Karen Enyedy

Invited Speakers: Dennis Miller and Lori Booth-Houle of Miller/Russell and Associates; Julie Roller of Flagstaff Community Foundation

I. Call to Order
Chair Garretson called the meeting to order at 9:05 am.

II. Approval of Minutes of Last Meeting
The minutes for the Board of Trustees meeting of December 4, 2004 were approved by a motion that was seconded and passed unanimously.

III. Approval of the Consent Agenda
The minutes of the November 30, 2004 and January 13, 2005 Executive Committee, the minutes of the December 17, 2004 and January 14, 2005 Master Planning Committee, and the report of the December 6, 2004 Research Committee were approved by a motion that was seconded and passed unanimously.

IV. Treasurer’s Report
Dennis Miller and Lori Booth-Houle of Miller/Russell and Associates presented an overview of the state of the MNA endowment funds they handle and how they are invested. All MNA endowment funds are with this group. They presented a fourth quarter investment review and portfolio profile. A comparison of MNA endowment fund performance reveals that they are outperforming the benchmark indices used in comparisons. Linn reminded the Board that Dennis Miller reviews MNA funds quarterly and reports to the Finance Committee plus makes adjustments and tracks the funds closely between those reporting periods. Linn is pleased with the collaboration and response given by Miller/Russell and Associates. Robert also endorsed their work and stressed the importance of building the endowment.

Robert introduced the Endowment Gift Agreement with an anonymous donor for $250,000. The donor had a negative view of what had happened to earlier endowments and wanted an agreement for management of this endowment where (1) the corpus would not be invaded; (2) it would be managed according to the investment policy; (3) the donor would have the right to audit; and (4) it could be moved to the Flagstaff Community Foundation if the endowment appeared to be in danger of being invaded. Miguel asked if future endowments could be placed in this particular endowment fund. Robert stated yes they could be and that this type of endowment fund would build confidence in donors. Robert pointed out that provision #10 of this endowment mentioned the possibility of creating an MNA Foundation whose sole purpose would be to raise funds for the foundation, creating another firewall from invasion of funds by a Board. Robert requested that the donor’s lawyer attend the next Board meeting to share scenarios of how this type of foundation might operate. The $250,000 from this donation added to the $500,000 earlier builds donations to $750,000 so far in 2005. Acceptance of this donation was moved and seconded. Discussion followed related to who would manage this fund and comparative management costs. The motion passed with one abstaining vote.

Carolyn congratulated Robert for his work behind-the-scenes. Susie noted that the donor appreciated the sustainable budget created at the MNA.

V. Director’s Report
Robert thanked Susie for all her work with her parents being ill.

Robert mentioned that implementation of the sustainable budget has not been easy on staff. He talked with staff on why this was needed and that donors need to know that the budget is balanced. He sent a letter to MNA members explaining what had happened with the budget and that he had gotten great response from them. The Daily Sun ran an article about the sustainable budget and editorials were positive. Chio mentioned that Robert’s voluntary cut in salary makes it hard for people to challenge this budget. Robert had also reported on the budget cuts to Ed Able of the AAM.

The AAM Director of Museum Advancement and Excellence, Elizabeth Merrit, approved the application for accreditation by the MNA. When the formal letter arrives the self-study will proceed for approximately one year. This will require analysis and formulation of policies and other documentation. If paperwork is in order, this will trigger an AAM committee visit.

The quarterly report for October through December 2004 was sent to the Board. Robert gave the Development Report in-person as there are currently no paid staff working in this area. Robert Breunig and the volunteer development officer, Karen Enyedy, are performing this function. The MNA did well on its annual donation drive with $144,000 given by 370 donors. This compares well or better than to the last few years. Efforts were made to reach lapsed members and people who had gone on special MNA trips through personalized mailings.
The Southwest Mural Project monies from the Rockefeller Foundation ($100,000) were originally meant to fund the education part of the traveling exhibit. These monies ended in November 2004. However, a verbal agreement has been received to extend these monies for 18 months and to redirect them to reconceptualize the project depending on the desired interaction with the Hopi tribe.

Steve Pickle has resigned to go to Hubbell’s Trading Post as the trader. He strongly stated that he did not leave out of disgruntlement with the MNA but could not pass-up this opportunity. Robert stated that he was sorry to see Steve go. Rose Hawee is now acting Retail Manager. She has been at the museum for about 15 years and been Assistant Retail Manager under Steve.

A resolution was passed to remove Steve Pickle as signer for the store and to add Rose Hawee with Robert Breunig as backup signator. The motion was made, seconded, and passed unanimously.

Robert introduced the MOU with the Hopi Tribe and thanked Carl, Leigh, and Peter for their work. The MOU was originally to be developed in conjunction with the 1999 Mural Project but it did not go forward. The MNA wants to consult, collaborate, and work together with the Hopi Tribe on many things. This MOU can also act as a model to develop MOUs with other tribes. The draft of this MOU was presented on January 6, 2005 to the Hopi Tribal Council. Susie and Robert attended the meeting to represent the MNA. The Tribal Council voted unanimously to approve the MOU. Robert thanked Leigh for his work to make this happen. MNA Board members were given a copy the Hope Tribal Resolution. A motion was made to accept the Hopi MOU and it was seconded. Discussion included mention that Chair Wayne Taylor of the Hopi Tribal Council had been working on this relationship to encompass ideas of mutual interest to the tribe and MNA including the Southwest Mural Project. This MOU is a testament to the MNA Board’s and Hopi Tribal Council’s commitment and mutual interests. Susan Olberding asked if there would be a ceremony acknowledging this resolution. Robert stated yes there would be. Susie stated that she was honored to participate. The motion to approve the Hopi MOU passed unanimously.

Robert noted that the Board had stated that they would like to learn more about what the MNA staff is doing. He invited Dr. David Wilcox to talk to the Board about his work on a book on Zuni origins now in review for publication by University of Arizona Press. Dr. Wilcox explained that this book represents papers from an advanced seminar of scholars collaborating on the question of Zuni origins. This conference was held in 2001 at the MNA with 17 scholars attending. Several meetings were also held with Zuni Tribal Council members related to this work. Dr. Wilcox reviewed the many sections and topics of the papers in this work.

VI. Fundraising Committee: Break from Director’s Report to permit guest to speak
Julie Roller, Northern Regional Manager of the Flagstaff Community Foundation presented an overview of what the Flagstaff Community Foundation (FCF) does and how the MNA might want to interact. She also explained how the FCF relates to its parent organization, the Arizona Community Foundation. FCF is a non-profit charitable foundation that serves the nonprofit community and donors to build endowments and to give grants. Julie Roller mentioned that there is a Nonprofit Resource Center of Northern Arizona (a project of the FCF) that has a resource library at the East Flagstaff Library.

V. Director’s Report continued
Robert introduced a resolution acknowledging Mary-Russell Ferrell Colton’s artwork and its importance to MNA and the encouragement of collecting that artwork. He unveiled the Mary Colton painting just purchased by $13,000 in donations that is to be added to the permanent collections of the MNA. Susan Olberding thanked Robert for introducing this resolution and asked if it could be expanded to include other items, such as furniture and books, from both Harold and Mary Colton. Karen Enyedy wondered how extensive it would be to curate such a collection and if it would differ from the current collecting policy. Larry asked if there is a catalog of Mary Colton’s works. Susan Olberding stated that she is developing such a work. Discussion also centered on whether Mary Colton’s work was of “primary importance” to the MNA. Carl stated that art has long been part of MNA collecting and a serious effort should be made to collect Mary Colton’s art. Larry also stated that her art is important to the MNA. Robert stated that Mary Colton’s reputation is growing in the art field and that she was a founder and strong part of MNA history. Susie reminded the Board that this resolution does not require the MNA to collect all of Mary Colton’s work and that her art has been overlooked as part of our collections. It was moved and seconded to accept this resolution. Discussion followed about whether to add that an inventory was in progress and if other Colton items should be collected. It was moved to amend the original motion to include other Colton family art, memorabilia, and physical legacies. The original second held. The amendment was accepted to the original motion. The amended motion passed with a vote of 9 yes, 5 no.

VII. Finance
Linn stated that no action was taken on the year end report as Lynn Yeager is still adjusting it and getting ready for the audit in March. December financials were presented by Lynn. Unrestricted Net Operating Income for December 2004 was $35,799. Unrestricted Revenue through December was $396,474 under budget. Admissions were down 19 to 20% under 2003. Memberships were within $2000 of 2003. Shop sales exceeded the 2004 budget by $19,315 but were behind 2003 by $68,956. The Book Store sales were holding their own.

Total Direct Expenses through December were $502,002 under budget. Salary spending was down 11% partly through savings from unfilled positions. Landscaping bills were cut for the Colton House. Long distance phone spending was down 32% and ads were down. Travel was down 23 to 24% and legal costs were down 85% versus 2003. The outside IT firm was down 50%. Maintenance was down 31% for buildings.

The audit will take place the week of March 7, 2005.

Linn mentioned that attendance at Board Finance Committee meetings has been poor. They need members who will attend regularly. He reminded the Board that there can be non-Board members on this committee who can vote. Please send him member ideas. This committee meets Wednesday 3-5 pm before each Board meeting.

Susie thanked Lynn for her work and Ann for her work on the minutes.

VIII. Development
Susan Golightly reported that 5 new trustees will be needed each for a 4 year term. The trustees whose terms are ending are: Bill Beaver, Carolyn Shoemaker, Miguel Vasquez, Wayne Ranney, and Leigh Kuwanwiswma. Bill and Carolyn have decided not to run again. Miguel, Wayne, and Leigh have decided to run again. Susan Golightly invited more trustees to attend Board Development Committee meetings. She thanked the outgoing five trustees for their work.

Susan Golightly outlined the steps for Board member elections. Museum Notes in February will announce the June 4th election. There is an April 1st deadline for receiving names to run. The Board Development Committee will present the list of candidates to the Board at the May 7th board meeting. She stressed that Board members need to talk to people in the community and that suggestions are needed for potential board members. Katrina asked that a nomination form be sent to Board members and Susan Golightly will email this.

Results of the voting on having a Hopi trip for the Board were 14 voting for a cultural day with spouses in spring or summer and 12 for having a Board meeting at Hopi in the morning or afternoon with a visit combined.

IX. Governance
Katrina reported that the Governance Committee is still working on the Board Bylaws. A rough draft was sent to Board members for review about two weeks ago requesting comments. Next Wednesday all Board members are welcome to attend a meeting in the MNA Library. After seeking legal review, Bylaw draft changes will be presented at the April 2nd Board meeting. Some of the goals are to make the Bylaws tight, difficult to amend, not able to suspend them and with a diffusion of authority. This would be particularly related to the Executive Committee which in the past has acted as the Board. Comments on these rough draft Bylaws are due by the end of March to the Governance Committee.

XI. Research
The Research Policy was presented by Carl. A motion was made and seconded to accept the Research Policy and was unanimously approved. Susie thanked Carl and the Research Committee for their work.

Carl then presented the MNA-ES Budgets for 2004 and 2005. There was a loss of $36,256 from June to December 2004 (MNA-ES started in June 2004). The 2005 current billables stand at $193,000 of the $334,625 projected revenue. MNA is to receive $34,677.80 as payment on its loan to MNA-ES in 2005.

XII. Other Business
Susie thanked Larry Stevens for his service as chair of the Building and Lands Committee. He has resigned as chair of that committee but will remain on the committee.

Board members were reminded of the Volunteer Breakfast they are invited to attend on Saturday February 26th.

Katrina provided a handout on Board member responsibilities.

The next meeting of the MNA Board will be on Saturday, April 2, 2005, at 9 am in the Colton House.

The meeting was adjourned at 2 pm.