Board Members Present: Bill Beaver; Susie Garretson; Susan Golightly; Sam Henderson; Linn Montgomery; Max Oelschlaeger; Carl Phagan; Peter Pilles; Barbara Poley; Katrina Rogers; Carolyn Shoemaker; Larry Stevens; Octaviana Trujillo

Board Members Absent: Leigh Kuwanwisiwma; Jack Metzger; Susan Olberding; Ann Poulos; Wayne Ranney; Miguel Vasquez

Emeritus Members Present: Frances McAllister; Dean Pickett

Ex-Officio Members Present: Chio Black, outgoing Muses Representative; Mary Ann
Isom, incoming President of Sedona Muses and Board Representative for the Muses

Others Present: Robert Breunig; Lynn Yeager; Ann Deegan

Invited Speaker: Jim Roberts, architect and president of Roberts/Jones Associates, Inc.

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

II. Change in Muses Representative:
Chio Black introduced Mary Ann Isom, new President of the Sedona Muses, as the incoming MNA Board representative from the Muses. Susie thanked Chio for her excellent work.

III. Approval of the April 2, 2005 MNA Board minutes:
The minutes for the Board of Trustees meeting of April 2, 2005 were approved by a motion that was seconded and passed unanimously.

IV. Approval of the Consent Agenda:
The Executive Committee minutes from March 31 and April 14, 2005 and the Master Planning Committee minutes from April 15, 2005 were approved by a motion that was seconded and passed unanimously.

V. Report from the Director:
Robert reported that on April 14th there was a lecture by Dr. Leon Speroff on “Carlos Montezuma, M.D.: A Yavapai American Hero, The Life and Times of an American Indian 1866-1923” with a reception following at the Colton House. Local medical doctors were invited as were members of the Yavapai Apache tribe. Robert felt that this event provided a good opportunity to make contacts with these groups. Susan Golightly was thanked for her efforts related to this event.

Robert reported on his trip from May 2 through 5, 2005 to the American Association of Museums (AAM) national meeting in Indianapolis. He also alerted the Board to two events coming soon at the MNA. The exhibit “Stories on Stone” will open June 4th and run through January 31, 2006. This exhibit will focus on rock art of the Colorado Plateau. The Enduring Creations gallery will open on May 28th and run through September 5th. Rose Hawee will be going to pick up consigned artwork from soon. Robert is very pleased with Rose’s actions as Retail Manager.

A grant from the Arizona Humanities Council has been received to allow expanding the summer shows beyond the marketplace concept to include heritage insights.

The first quarterly report of 2005 (January through March) was presented to the Board.

VI. Report from the Master Planning Committee:
Jim Roberts, architect and president of Roberts/Jones Associates, Inc., has been working with the Board Master Planning Committee and presented a rough draft of the MNA research campus master plan. The impetus for this master plan is the design and building of the new Collections Building. Before planning for the Collections Building could begin the overall master plan needed to be designed. Jim outlined the steps taken to date to create the master plan. The Master Planning Committee is composed of Board members and MNA staff members. Taking the MNA mission statement, the committee went through a visioning exercise to project MNA needs 50 years into the future. Aspects such as what functions would be needed, what sort of place it should be, what vision should it be, and what meaning it would have to the community were addressed. The committee then broke-up into subgroups that addressed realms of the MNA: science, art, education, conservation (preserving cultural and environmental resources), and support. Each subgroup produced a report which developed into a statement of needs. Concurrently, a study of the research and collections linkage occurred with Collections and Education staff. This developed into a flowchart of how objects would relate to the research in the research center and how the public would have access to make collections a “live” asset.

Jim presented the first draft of the MNA Research Campus masterplan to the Board. It was stressed both by Robert and Jim that this plan would focus on sustainability related to the environment and communicate this to the public. After Board questions, Jim and Robert presented information to the Board about the Leadership in Energy and Environmental Design (LEED) and that the MNA will be working with these. Jim stressed that the rough draft aimed at preserving the historic context of the original entrance and historical buildings to give a sense of place. The next step is to meet with consultants and staff to plan sustainability points. Planning will continue through the year of 2005. During summer 2005 the Collections Building details will be developed and by the end of 2005 Jim hopes to have Collection Building plans ready. Further discussion centered on being sure that our NPS and other Federal partners are involved in discussions and planning early on. Robert stressed that this was happening.

Although not a motion, Robert asked the Board members present if they wanted to go forward with this rough draft and planning and they unanimously agreed to do so. Susie thanked Jim for his time.

VII. Report from the Chair:
Susie outlined the June 4th, 2005, members meeting agenda. Voting for Board members can occur from 2:30 to 3 pm followed by the 3 to 5 pm meeting. A short regular Board meeting will occur before this and last perhaps two to four hours. The Board was reminded that a group Board photograph will be taken before that Board meeting.

VIII. Board Development Committee Report:
The Board Development Committee report was given by Katrina Rogers as Susan Golightly would be arriving late for this Board meeting. Katrina reported that the committee has met four times since March 7th, 2005. There are seven Board positions to fill in this election: five for four years, one for three years (completing the rest of Sheri Burnham’s term), and one for two years (completing the rest of Ann Poulos’ term). Ten names will be on the ballot and these will be discussed during Executive Session today. These ten were selected by the committee based on the Board expressed needs. Four incumbents will run along with six new candidates.

Katrina stated that all ten candidates were notified about the current lawsuit. Those people who applied to be candidates but did not have their names on the ballot will receive a thank you letter early next week. Linn Montgomery is writing mini-biographies for the ballots.

Board members were asked to suggest MNA Board officers for the next year through use of a nominating form that was passed out during the committee report or they can email their suggestions to Katrina. The Committee will then contact the proposed officers and develop a slate. Katrina explained that there is currently a two year limit for an officer and that a change of the Bylaws would be needed to extend an officer to more years. Also Vice Chair does not automatically move to Chair. Susie thanked the Board for all of their time and effort on this matter.

Board Education was then addressed by Barbara Poley. Plans for the Board Education trip to Hopi on May 28th are nearly completed. Barbara circulated a form asking Board members to indicate if they were planning to go on this trip and how many family members would be accompanying them. She also passed around a handout on Visitor Etiquette. An agenda for the trip will be sent soon by email.

IX. Report from the Finance and Investment Committee:
Lynn Yeager presented the March financial statements. The gift of a vehicle (Yukon) to the Geology Department increased the non-operating In-Kind Goods & Services by $43,843. Through March, the actual loss was $133,611 with the budgeted loss set earlier at $178,345. For April, admission revenues have been a bit behind. Memberships are $6000 above last year and a new membership campaign is being planned for June. The Bookstore is even to budget but less than last year. The Gift Shop is $35,000 behind budget. Registration for the Discovery programs started in April and is on-target with those programs due to start in June. The draft audit is in the proofing stage and final audit will be emailed to the Board. The Miller/Russell presentation of the first quarter report will be on May 25th at 10 am in the Director’s conference room. Lynn asked that any Board member interested in attending please let her know. The Finance Committee recommended acceptance of the March financial statements. It was seconded and unanimously passed.
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A break was taken from 10:30 to 11 am for Board members to visit the Geology building to view potential donations.
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The meeting reconvened at 11 am.

X. Collections Committee Report:
The Collections Committee Report was presented by Susie since Ann Poulos could not attend the Board meeting. The first potential donation was a painting by Mary Colton being offered to the Museum of Northern Arizona by Cindy Perin. There was one stipulation made related to this gift that if the MNA closes its doors the painting be given to Cindy Perin’s niece. Robert needs to determine what would be the disposition of this artifact if the niece predeceased the Museum of Northern Arizona closure. The Collections Committee recommended that the Mary Colton painting donated by Cindy Perin be accepted, with the request that Robert determine about the disposition of the painting. The motion was seconded, and passed unanimously to accept this painting.

The second set of artifacts was a set of four paleontology acquisitions: two were from Glen Canyon National Recreation Area field seasons (2003 and 2004) and two from Grand Staircase-Escalante National Monument field seasons (2003 and 2004). The Collections Committee recommended that the board accept the set of four paleontology acquisitions: two from Glen Canyon National Recreation Area field season (2003 and 2004) and two from Grand Staircase-Excalante Area field season (2003 and 2004). The motion was seconded and passed with one abstention from a Board member who did not see the artifacts. Robert stressed that the Federal groups are regaining trust in the MNA by both issuing permits to collect and continuing to select the MNA as a repository for their artifacts.

XI. Continuation of the Finance Committee Report:
Last month Kendis Muscheid, an attorney with Fennemore Craig and a specialist in foundations and endowments, gave a powerpoint presentation about options for management of endowments and their protection. This work was paid for by a major donor. Robert wanted the Board to continue this discussion. He mentioned that an MNA Foundation could be developed as an independent support organization to manage the assets of the MNA endowments. He feels that although the current Board could probably continue to oversee the endowments without a problem there is a perceived concern from some donors due to past Board actions (not from this current Board) of the potential of dipping into the endowments and that they would like more protection for the endowments. The sole purpose of this Foundation would be to manage the endowments. This foundation could be a separate organization or be a group such as the Flagstaff Community Foundation. Concerns by Board members and others centered on two main issues. Could this foundation direct the use of the monies elsewhere than where the MNA Board of Trustees desired it to go? Could this foundation get involved with guidance of programs and operations at the MNA? Robert opened the floor to discussion asking the Board for their opinions and concerns. He would like to propose that a draft document be developed to look into having a foundation.

Linn, chair of the Finance Committee, stated that the Finance Committee strongly supports the development of an MNA Foundation of this type for three reasons: (1) it would protect and manage resources; (2) it would attract donors and build confidence in the idea of donating to the MNA; and (3) perhaps members for a MNA foundation could be attracted who would have connections to wealth to help the MNA.

It was asked if funds that go into this MNA Foundation could be invested with Miller/Russell, and the answer was yes.

Another question asked was whether current endowment monies would be under a new MNA foundation or just new monies coming in. Research needs to be done to determine if any of the current monies have restrictions that would not allow them to be under a new foundation.

Additionally, there was a concern as to whether this new foundation would have fundraising duties. Robert said no. The MNA would raise monies.

Robert stressed that the foundation could be developed with wording such that the group would not be able to direct use of monies nor could they be involved in directing programs at the MNA.

The Finance Committee recommended Robert proceed to have Fennemore Craig develop a proposal to establish a MNA foundation and that their proposal address the above concerns. This motion is to have the proposal developed, not accepted. The motion was seconded and passed unanimously.
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Meeting adjourned for lunch at 11:35 am.
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Meeting reconvened at 12 noon (Carolyn Shoemaker arrived; Susan Golightly was out;
Octaviana Trujillo left the meeting)

XII. Governance Committee Report:
Katrina presented the rough draft Bylaw revisions for discussion as the Governance Committee had several questions for the Board. Susie complemented the committee on their hard work. Since last July 2004 there have been seven full rough draft revisions for the Bylaws. Katrina had six points that she wanted discussed related to the most recent rough draft.

1. Raise the minimum number of board members from 12 to 15. Keep the maximum at 20. Discussion centered on Board members who resign and whether to leave their seats open or fill them immediately. Susie suggested that each be taken case by case and left flexible. This would allow appointment or election depending on the need.
2. To make consistent when the Bylaws call for a simple majority and when they would require a 2/3rds majority. Because it was unclear whether a quorum or majority vote would be needed on certain items in the Bylaws, Katrina will take this question back to committee to check that consistent terminology be used throughout the Bylaws.
3. Discuss the role of the Executive Committee. One question was whether to define specific roles for the Executive Committee. Based on her experience, Susie suggested that roles should be left vague as different people have different styles.
4. The new MNA mission has been added to the rough draft of the Bylaws.
5. The section on the policy manual has been strengthened.
6. Re-organized the committee structure to include all standing committees. The Board  Development Committee has been eliminated and folded into the Governance Committee. Outreach, Research, and Collections are all in one Program Committee and a Building and Lands Committee added. Some concern was expressed by Board members about merging all these committee into one. Robert explained that the Board role in these programs should be policy, strategic planning, and general oversight versus detailed management of programs and work functions of the institution. If committees rolled together as a whole then subcommittees could check parts as needed. This would streamline the number of committees as much time is currently being taken from staff and the Director for these numerous committees. This also helps to separate staff and Board roles. This is not uncommon in the museum world.
7. The Board needs to define a quorum—is it the full board or of those present? It has been expressed both ways in the bylaws.

Katrina described the next steps for the bylaw revision process. The Governance Committee will continue to work on the rough draft of the Bylaws. They will then be examined by legal counsel and returned to committee. The Board will see and be asked to vote on the revised Bylaws by the August Board meeting.

XIII. Other Business:
There was no other business.

The next Board meeting will be at 11 am June 4, 2005, in Pearson Hall.
The annual members meeting will be held at 3 pm in BC/DC with a reception following at 5 pm.

The meeting moved into Executive Session at 1:10 pm and adjourned at 1:55 pm.