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MUSEUM OF NORTHERN ARIZONA
Board of Trustees Meeting
Pearson Hall
Minutes of August 2, 2003

Active Trustees Present: Susan Garretson, Chair; Bill Beaver; Jon Bonnell; Bill Clarke; Susan Golightly; Linn Montgomery; Max Oelschlaeger; Susan Olberding; Carl Phagan; Peter Pilles; Katrina Rogers; Larry Stevens; Miguel Vasquez

Active Trustees Absent:  Deb Hill, Louis Jacobs, Leigh Kuwanwisiwma, Ann Poulos, Wayne Ranney, Joan Scott, Carolyn Shoemaker

Emeritus, Honorary, and other Board Members Present:  Chio Black Representative for the Muses; Frances McAllister, Emeritus; Dean Pickett, Emeritus; George Podd, Emeritus

Staff Present: Ginger White, Assistant Secretary to the Board 

I.                    Call to Order

The meeting was called the meeting to order by the Chair at 10:00 a.m.  Chair Garretson explained that in an attempt to stay on schedule, public participation would be requested at the end of each agenda item, and before voting on any motion.

II.                 Approval of Minutes of the Last Meeting

A motion was made and seconded to approve the minutes of the July 25, 2003 board meeting and the July 26 and 27 board meeting.  The motion was seconded and approved.  Bill Beaver abstained as he had not had a chance to read the minutes.  Max Oelschleager reminded the board that they cannot afford to look back, and that they must always ask the question, “What is in the best interests of the Museum” when confronted with a difficult decision.

III.               Election of Officers

Kathline Rogers nominated Ann Poulos as Vice-Chair, Susan Olberding as Secretary, and Linn Montgomery as Treasurer to the Board of Trustees.  The nominations were moved to elect and seconded.  Max stated that Ann had agreed to serve as Vice-Chair and that she and Susan O. had worked with Max earlier in the week to research and resolve museum business. He added that he was excited to work with these people, should they be approved. The motion passed unanimously.

Carl Phagan expressed some concern about how the executive committee intended to operate, as Max had commented that he expected them to meet on an at-least weekly basis for the foreseeable future.  Max stated that he expected the executive committee to facilitate the acting director in “clearing out some of the underbrush” before the new director comes on board.  He expected staff and ad hoc committees to conduct research and gather information, and to present it to the board. Susie added that she did not expect the executive committee to act on behalf of the board.  Susan Golightly read the bylaws concerning the role of the executive committee, which states, “An Executive Committee, which may act in all matters pertinent to the business of the Corporation, and at such times as the full Board is not in session. The Committee shall be composed of all the Officers and of such other Trustees as shall be appointed by the Chair with the approval of the Board… The Executive Committee may act with the full authority of the Board in only two instances:  1) when the Board has authorized such action; and 2) when the Chair determines that an emergency exists and the Board cannot meet in time to address the emergency…. Further duties shall include annual evaluation of the performance of the Director, and recommendations as to the salary level and benefit package for the Director for approval by the Board of Trustees.  Further duties may include actions pursuant to the personnel policies of the Museum….”

Max suggested that he intended that the executive committee to work with the full board as often as possible, and stressed that there was an incredible amount of work to be done that the full board would not have time to address at each meeting.

IV.              Election of Peaks Representative

A motion was made to elect Susan Golightly as the Representative to The Peaks Board.  Susan G. agreed to the position.  The motion was approved.

A motion was made to elect Katrina Rogers as the alternate Representative to the The Peaks Board.  The motion was seconded and passed.

V.                 Appointment of Governance Committee & Ad Hoc Science & Arts Committee

Larry Stevens stated that because one of the museum’s primary areas of focus was science and art, he would like to see a committee that promotes the sciences.  Carl Phagan added that the Contract Science and the proposed Scholar in Residence Programs are of concern, and that policies concerning these programs should be researched and established. Max agreed that the concepts Larry mentioned were important, and asked that the board wait to discuss establishment of these ad hoc committees until later in the meeting.  A motion was made to table the discussion of the sciences committees until the report from the director.  The motion was seconded.  A short discussion followed on prioritizing all the issues that need to be undertaken, and when ad hoc committees need to be established.  As the motion was a non-discussion item, the motion to table was passed.

After Susan G. read the bylaws concerning the Governance Committee, the trustees conducted a short discussion about including staff and others in the formulation of policies as a responsibility of the Governance Committee.  The bylaws stated that only board members could serve on the Governance Committee. Jon Bonnell, Susan Golightly, and Peter Pilles volunteered to be members of the Governance Committee.  Jon was appointed as Chair of the committee. 

VI.              Appointment of Chairs for Standing Committees

Next on the agenda was the appointment of Chairs for the Finance and Investment, Fund Raising, and Board Development Committees.  Max recommended Katrina Rogers as the Chair of the Fund Raising Committee.  It was noted that Ann, as the Vice-Chair, would usually serve as Chair of the Fund Raising Committee, but because she is employed by a museum in Phoenix, it would be inappropriate for her to serve in this capacity for MNA. Susie G. stated that Susan G. was willing to serve as the Chair of the Board Development Committee.  Max suggested Ann Poulos serve as Chair of the Collections Committee (not a standing committee).  Susie stated that she would appoint Ann as the Chair, with Larry Stevens as an alternative, as Ann will be very busy with other board and committee business.  Please see the attachment at the end of these minutes for a full listing of committee members and chairs.

Max recommended the formation of several ad hoc committees.  He recommended that Susan Olberding serve as the Chair for an ad hoc library committee, and she agreed to serve.  He stated that Elaine Hughes and Dave Wilcox, both MNA staff, had expressed interest in serving, and Miguel and Larry Stevens also agreed to serve.  The Trustees discussed the importance of reviewing current policies and constructing others concerning contracts and employee issues. 

Max noted that he needed the assistance of a volunteer to inventory and file items in the director’s office.  A motion was made to accept the recommendation to utilize a volunteer to inventory and file materials in the director’s office.  The motion was seconded and passed with one abstention.

Susie thanked Cindy Perin, John Ossenfort, and Denise Colton for attending the meeting.  She asked for public input, and Frances McAllister stated that there is a difference between a private and a public institution.  She thought that private institutions did not have the benefit of accepting some types of gifts, such as funds from private corporations.  Liza Daley, our legal counsel, stated that she could do a presentation on fund raising, but did not know of any exclusions the museum would need to consider of the type Frances mentioned.  Susan G. stated that she would like to see if she can find a source to provide this fund raising information to the museum without cost.  Max reiterated the importance of looking into Frances’ concern, as the museum cannot afford to make any missteps.

VII.            Report of the 75^th Anniversary Committee

Katrina explained that there were 3 primary elements to the 75^th Anniversary celebration.  A report of the committee was emailed to members and has not been attached here.  The first element is the exhibits, Treasures of MNA.  It is scheduled to open on October 24 for members and October 26 for the public.  Katrina reported that to date about $33,000 has been spent for the consultant to the committee, Dan Schay.  A gift of $5,000 was received, and about $3,000 will be needed to curate that exhibit.  The beginning budget was $50,000 (plus the $5,000 gift), leaving a balance of about $19,000.  The second element is an informal birthday party at Branigar Chase Discovery Center to be held September 6. The second is a black-tie fund raiser with a $250 a plate dinner on October 26, with Ted Danson as the keynote speaker.  An evaluation was included in the written report concerning the details of a fund raiser, pricing, and other details.  Katrina recommended that a full review should be conducted on all the funding/budgeting issues, and perhaps changing the dinner to a less costly event.  She suggested that Dan Schay’s contract should be reviewed, and that the capital campaign outline should be reevaluated.

Today she would like to receive the go-ahead from the board for the exhibit, and would like approval for the birthday party.  She would also like approval to reevaluate the black-tie dinner.  A motion was made to approve the items as recommended by Katrina.  The Motion was seconded.  A discussion followed on an appropriate amount to charge for a fund-raising dinner (in lieu of the black tie event).  The amount of $50 was suggested, although others thought that that amount was significant enough to dissuade some members from attending.  The motion was amended to include approval of the 75^th Anniversary exhibit and the birthday party.  The motion was approved with Susan O. abstaining.  There was discussion about contacting Ted Danson to verify his ability to attend the black tie event, and alternatives to a black tie dinner.  A motion was made allow the committee time to reevaluate the black tie dinner, and to come back to the board at the next meeting with a recommendation.  The motion was seconded and approved unanimously.

The Coconino Center for the Arts has offered to give the museum space in their exhibit and auditorium space.  There is not much notice (Sept 26), and no staff, but Susan O. is working on ideas for an uncomplicated exhibit and/or event. 

Susie G. stated that the Plateau Society dinner would be held at the Colton House on August 16^th for those who received invitations as $500-or-over donors. It was suggested that board members should not take advantage of the museum’s largess, and should pay for their own dinners.

The board recessed for lunch at 11:45 and reconvened at 12:25.  Susie read a letter of support from the Heart Museum. 

      VIII.     Report of the Board Development Committee

Susan G. reminded the board that a form was being circulated asking members to indicate the length of term they would prefer.  The bylaws state that trustees can serve a term from one to four years, and that approximately ¼ of the members must rotate each year.  The trustees were also asked to sign up for a campus tour to be conducted sometime in the next week, so that members would have an opportunity to become more familiar with each department.  Another form was circulated to determine the strengths of each member.  The board discussed the importance of committee meetings to allow all trustees to gather and dispurse information on current museum issues.  Max reminded members that there were a number of items that needed to be prioritized, and that having information on them would be very helpful.  Max suggested that the executive committee and standing committee chairs meet in the next week to discuss the mission, which he considered a priority.  It was determined that in lieu of a board meeting on August 9, the board committees would meet. The next meeting of the full board would be scheduled for August 16.  A written report by the committee chair was emailed to members beforehand.

VIII.         Report of the Finance and Investment Committee

Because Linn Montgomery had just agreed to serve as the Chair of this committee, he was not prepared to give a report.  Max stated that in reviewing the budget with Lynn Yeager, the museum’s controller, he had determined that it currently costs about $250,000 a month to keep the museum open.  He emphasized that that was a lot of money, and the museum does not have a lot of money.  He recommended that the board delay a discussion of budget items until the executive session.

Susie explained the status of the lines of credit with National Bank of Arizona. According to Chris King, one line of credit is for $255,000 with an interest rate of 5%.  It is CD secured and is fully drawn against.  The other line of credit is for $700,000 with an interest rate of 6.5%.  Susie did not know how it was secured.  $23,000 of that is obligated toward the City of Flagstaff for improvements along the highway.  Of the $677,000 remaining, $120,000 has been drawn.  Both lines of credit expired June 30^th, and a 60-day extension was given.  Mr. King indicated that he had some concerns about he 2002 audit. 

Susie suggested that the finance committee review the audit and make any recommendations.  Max stated that one option is to establish a committee with two outside CPA’s and others to review the audit.  The auditors would come to Flagstaff and give a report of the audit, at a cost of about $2000.  Jon Bonnell stated that for a full audit review, it would take about 6 weeks and cost about $12,000 to $15,000.  Jon would expect any qualified candidate seeking the director position to ask about the museum’s finances including the audit.  Max stated that he would like to do the $2000 audit report initially, then decide if further action might be necessary.  Liza added that the AAM would be very pleased to see the audit reviewed. A motion was made a seconded to authorize the acting director to establish a committee to review the audit at a cost of about $2000.  The motion was passed unanimously.

IX.              Report from the Collections Committee

Carl stated that the collections committee had no formal report to give at this time. Committee members met with Dean and Liza to discuss the draft letter reply to the AAM.  The final letter must be received by the AAM by August 29^th.  Max stated that he had been working with Elaine Hughes, the collections manager, and was tremendous impressed with her knowledge and commitment, and her ability to work with limited resources.

X.                 Other Business

Before going into Executive Session, Susie asked if there were other issues to discuss.  Susie wondered if having representation from staff and docents and/or volunteers at the table during board meetings was a good idea.  This issue was discussed at other board meetings, and at the time it was decided that staff could be put in awkward or compromising situations by being present.  However, because meetings are now open to staff and MNA members, and because the board will discuss confidential matters in executive session, this would probably no longer be the case.  Max suggested that the board look into procedures of other museums surrounding this issue.  A motion was made to table this discussion concerning staff representation until a later meeting.  The motion was seconded and approved.  A short discussion followed on the merits of having a volunteer or docent represented, and the requirements of that representative’s obligations to give a report to the board.  A motion was made to have a volunteer or docent representative attend board meetings on a regular basis.  The motion was seconded.  The motion passed with one abstention. 

Susie read a letter to her, as the Chair of the MNA Board of Trustees, from the board president of the Heard Museum.  Their board is interested in assisting MNA’s new board in any way possible.  Jon spoke with the president of the Wheelwright Museum, who also expressed strong interest in assisting MNA’s board, as the Wheelwright was in a similar situation several years ago.  He also wanted the MNA board to know that every museum in the southwest is “pulling for us.” Susie suggested that MNA might be able to establish relationships with other museums that would result in mutual benefits.

The board moved into executive session at 1:45 p.m. for the remainder of the meeting.

Respectfully submitted,

Susan Olberding, Secretary

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