Active Board Members Present:  Susan Garretson, Chair; Ann Poulos, Vice Chair; Susan Olberding, Secretary; Linn Montgomery, Treasurer; William Beaver; Jon Bonnell; Susan Golightly; Debra Hill; Max Oelschlaeger, Acting Director; Carl Phagan; Peter Pilles; Wayne Ranney; Katrina Rogers; Joan Scott; and Lawrence Stevens 

Active Board Members Absent:  William Clarke, Louis Jacobs, Leigh Kuwanwisiwma, Carolyn Shoemaker, and Miguel Vasquez 

Emeritus Trustees Present: George Podd 

I.                   Call to Order

Chair Garretson called the meeting to order at 10:00 a.m. Max Oelschlaeger welcomed the trustees and others to Hanley Hall. 

II.                Approval of the Minutes of Last Meeting

A motion was made to approve the minutes of the August 2, 2003 meeting.  The motion was seconded and approved. 

III.             Report from the Chair

Susie reported briefly on the search for the director.  Telephone interviews will be conducted on August 17 with nine candidates. Once the interviews are completed, the field will be narrowed to the three or four most qualified.  These will be interviewed a second time by telephone.  From there, the top one or two will visit MNA for one or two days of intensive interviews, a presentation to staff and the chance to meet constituents of MNA. 

A motion was made and seconded to prepare a Request for Proposal for preparation of the 2003 audit and detailed review of the 2002 audit.  Trustees discussed specifics of the RFP, such as distribution and the requirement for experience with museums and/or other non-profit organizations.  They agreed that distribution should be as public as possible to eliminate the possibility of any bias.  The motion passed unanimously. 

A motion was made and seconded to have the Executive Committee prepare an RFP for legal counsel to the Museum.  Max noted that, because of the frequency that legal counsel is needed, a local legal representative is important.  Susie noted that the RFP would be for general counsel, with the understanding that the firm chosen would have the authority to utilize specialized counsel when necessary (for land, NAGPRA, or human resources issues, for example).  Frances McAllister suggested that it would be worth consulting with the AAM and Arizona Commission on the Arts when seeking legal counsel.  The motion passed unanimously.

IV.       Report from the Board Development Committee

Susan Golightly reported on the orientation tour that 14 board members attended.  The tour was Saturday, August 9^th, from 1:00 to 7:00 pm, and included all the MNA north campus.  Susan audio taped the tour, and stated that the tape was available first to board members who were unable to attend, then to emeritus and other interested parties.  She stated that Elaine Hughes gives regular tours of the collections department.  The departmental quarterly reports were distributed to the board at the tour, and a board matrix form is being passed around for comment during Susan’s report.  A written report is attached to this board report. 

Susie asked that the board consider when the next board meeting be held.  It was agreed that a quorum could be met for a meeting on September 20, 2003.  Susan suggested that the board meet an hour earlier than usual so that the board could tour the exhibitions building, and perhaps the Colton House, on that date.  At that time, the Finance Committee will also bring recommendations to the board concerning the RFP solicitations for the audit, and the Executive Committee will bring recommendations for the RFP solicitations for legal counsel. 

Susie stated that an ad hoc Plateau Journal committee be formed.  Susan Olberding has offered to chair that committee, and Katrina Rogers will be a member.  They will discuss ways to make the publication more financially viable. 

IV.              Report of the Finance and Investment Committee

Linn Montgomery reiterated that the information provided to the auditors for the 2002 audit was of very high quality, and that he has faith in the strong professional standards of Lynn Yeager, the Museum’s controller.  He stated that the committee would conduct a “quick overview” of the 2002 audit to appease those who still had doubts about the original audit. 

He reviewed the discussion that he, Susie, and Max had with Chris King of National Bank: that meeting is recorded in the August 02, 2003 minutes.  He added that the Colbert Chair Endowment and the Coyote Springs Endowment were used as collateral on the larger line of credit. He explained that to cover the $700,000 line of credit, the collateral must be at least 1.1 million dollars, and that it is presently about 1.3 million dollars.  Currently, monthly payments on the interest for the lines of credit are about $3,700.  Linn suggested four options: 1) leave the collateral and lines of credit as they are; 2) reduce the line of credit to its present level of use.  The unused $250,000, if eliminated from the line of credit, would reduce the level of collateral needed; 3) identify other items that could be reduced; and 4) pay down or pay off one line of credit.  The larger line of credit expires at the end of August.  Mr. King thought an option would be to extend that line of credit for a period of one year, although there is an option to extend it for a shorter period of time. 

Max reminded the board of the need to heal, and part of that is to disencumber the Colbert Chair Endowment from the line of credit.  In conversations with Malcolm McKenna, Max and Dr. McKenna determined that the Colbert Chair would need to increase to about $1.5 million to support the chair positions.  There was some discussion on restricted and unrestricted endowments, and the need to request monies for particular programs as opposed to monies for general operations.  Susie called for a motion.  A motion was made that the board approve the Finance and Investment Committee to devise a plan to, at a minimum, disencumber the Colbert Chair Endowment as collateral against the line of credit, to authorize the Finance and Investment Committee to devise a plan for the line of credit that expires August 31, and to bring a recommendation to the Executive Committee before the end of the month.  The motion was seconded.  Deb Hill asked if the Danson Chair Endowment was also being used as collateral, and Max replied that this endowment was not at a high enough level to be used for a chair position or for collateral.  He also stated that the bank was not interested in using MNA land as collateral, and that if MNA chose to use land, the interest rate on the line of credit would increase, as the land is not liquid.  Katrina noted that if debt were paid down it would make the books cleaner, which, would in turn, make fundraising easier.  Susan Golightly mentioned that the museum is still obligated to install curbs, gutters, and lighting, and that the line of credit for $23,000 to the City of Flagstaff could not be eliminated until that issue was resolved.  Deb Hill and Susan Golightly agreed to find out the status of the arrangement with the City of Flagstaff concerning the curbs, gutters, and lighting.  The motion was amended to state that the line of credit would be paid down with unrestricted funds.  The motion passed unanimously.  George Podd reminded the board that Ron Hubert, the former board treasurer, had worked very hard to assure that the board understood the financial records, and is a good source of information. 

V.                 Report of the Fundraising Committee

Katrina Rogers distributed a written report of the fundraising committee (see attached). She explained that about $20,000 has been budgeted for the 75^th Anniversary exhibit.  The committee anticipates that the birthday party, to be held on September 6, will cost about $2,000.  The party will have a 1928 theme, and attendees are encouraged to dress in period clothing.  The black tie gala and the breakfast have both been cancelled.  Instead, the committee suggests a party for the museum on October 24^th with a $25 charge per person ($50/couple).  The exhibit is scheduled to open October 26. Susan Olberding reminded the board that the museum’s annual open house will be conducted in conjunction with the Festival of Science on October 5.  This event has already received publicity, and has been a popular, well-attended event in the past.  Susan stated that the committee had received notice from Ted Danson’s family stating that he would be available on November 8^th for several hours in the evening.  $3000 has been donated to kick off the fundraising on this date.  Jon Bonnell asked if the October 24 party and the November 8 event could be combined.  Susan O. explained that the October 24 event had already received publicity in Mountain Living and perhaps other publications.  A motion was made to authorize the fundraising committee to determine the feasibility of combining the two events.  The motion was seconded and passed unanimously. 

Dan Schay’s contract has been cancelled.  He has 30 days as of about 10 or 12 days ago, when he was notified.  Katrina asked for other members to join the fundraising committee. 

VI.              Report of the Governance Committee

Jon Bonnell asked to be relieved as Chair of the governance committee, as he lives in Phoenix.  Susie stated that she would speak with Carolyn Shoemaker about this position, who has not attended meetings because she has been traveling.  Susie asked that this report be delayed as there first topic for discussion will be the mission statement and they would like input on this topic from the board before meeting. 

VII.           Report of the Ad Hoc Colbert Chair Natural Resources Committee

Max stated that Louis Jacobs had agreed to chair this committee, but was not available today.  Max has been in contact with both Louis and with Malcolm McKenna.  They have concerns about the Colbert Chair Endowment, the importance of research to MNA, the reestablishment of that chair, and the resumption of that business.  Michael Woodburn has made a very generous offer to be a 10-month volunteer curator of paleontology.  Max met with David Gillette, who stated that he would open to returning to MNA in some capacity. They also discussed whether the Colbert Chair Endowment could allow for Dr. Woodburn to serve as the curator of paleontology.  At present, Max feels that substantive progress has been made toward addressing Dr. McKenna’s valuable concerns and with repairing relations with Dr. Gillette.  Dr. Jacobs is interested in participating in the board, particularly when decisions about the mission and a five-year plan are discussed, and will attend meetings at that time.  Dr. Gillette has agreed to participate in the talks with NPS, who will be coming to the museum to discuss the care and storage of their collections. 

VIII.        Reports from the Muses, Docents, Volunteers, Coyote Springs

Susie suggested that there be a board liaison with the Muses. George Podd agreed, stating that the Muses need to be cultivated. Susan O. stated that Roger Clark is taking over the lecture series. This function was previously performed by the Volunteer/Docent Coordinator and that position is currently vacant.  Katrina Rogers agreed to the liaison with the Muses.  Susan G. agreed to be a board representative for the docents and volunteers and Carl Phagan agreed to assist Susan. Wayne Ranney stated that he would be willing to be a representative for Coyote Springs. 

Joan stated that volunteers have been treated differently than docents in the past, and their role is just as important to the museum.  She would like volunteers to receive some recognition – different from, but equal to, recognition of docents.  Susan G. explained that all docents had been through a two-year training course. She also stated that the 300-hour pin earned by some docents is for only the hours conducting docent-led tours. Volunteers are recognized through the banquets and other events for them.  Several trustees agreed that an important role of the now-vacant docent/volunteer coordinator is to assure that all the museum’s unpaid assistants are recognized. 

IX.              Report from The Peaks Representative

Susan G. stated that she had informed The Peaks that she was the museum’s non-voting representative to their board.  She is working with Dean Pickett, the former representative, to get copies of past information. 

X.                 Report from the Ad Hoc Collections Committee

Ann stated that she would email the full report to the trustees.  The response letter to AAM is due on August 29^th at the latest.  The intent is to include facts only, so that the response is strictly professional.  The board will update the AAM on a regular basis, so the AAM can be assured that all items of concern will be followed up on in the future.  The committee has been gathering information on the accession and deaccession processes, how objects are stored, the buyer of the art, and anything else that would be useful for the AAM to understand.  Once the finalized letter has been approved by board members (via email), it will be signed by Max and mailed via Federal Express no later than the 27^th. 

XI.              Report from the Ad Hoc Library Committee

There was apparently some confusion about the status of the Colbert Library.  It was explained that the Colbert Library is not part of the MNA library, nor does it belong to MNA.  It is a separate geology and paleontology library under the control of four trustees; two of whom are Louis Jacobs and Malcolm McKenna. This library was put into boxes, and remains on the MNA campus in the geology building. 

Susan O. reported that several years ago, a sale of books was held to raise monies for the MNA library.  Books were donated to MNA for the purpose of the sale or were duplicates of others and were deaccessioned. The sale raised $7000: this money cannot be accounted for at present, and Susan is looking into the problem.  Another sale will be held in conjunction with the birthday party and the open house.  Deb reminded the board that library collections fall under different accession rules than the collections. 

The board adjourned to lunch at 12:12 and returned (in Executive Committee) at 1:00 p.m. 

XII.           Report from the Chair

Note: This portion of the report was made in open session, as a motion was needed concerning the review of a policy.  The board agreed that they and the staff would receive copies of the draft policy concerning standards of conduct that had been reviewed by the executive committee. This policy establishes guidelines and avenues to address concerns so that unfortunate incidents that occurred in the past do not reoccur. A motion was made to have the human resources manager distribute the draft policy concerning standards of conduct to the board, staff, acting director and others as appropriate, with the acting director to determine who should receive the draft policy.  Comments concerning changes will be forwarded to the board for approval.  The motion was seconded. 

XIII.        Report from the Director

Note: the board returned to public session to address the items below under the report from the director.  A motion was made, based on extensive conversations with David Gillette and a memo he circulated to the executive committee, that Dr. Gillette be contracted as a senior consultant of research and curation.  The motion was seconded.  After some discussion, which took place in executive session, the motion was approved unanimously. 

Max explained the idea, discussed by the executive committee, of forming an advisory board to the museum’s board.  This advisory board would need some focus and structure to be most valuable.  Max suggested forming a planning committee to include some potential advisors. This group could meet to determine an appropriate role, and bring a proposal to the board to consider. Deb asked the board to be sure to define where the board wanted advisement, as past experiences with advisory boards were not successful because the advisory board members often felt that their advice was not wanted.  Carl wondered if it were reasonable for the board to know where they needed advisement.  It was determined that an advisory board could be successful if the planning committee chose advisors carefully, and defined the roles specifically.  Susie and Ann stated that it would be a good idea to include directors from other museums.  Carl stated that the advisory board should include the full spectrum of professionals, including those with artistic and scientific expertise. Max mentioned the museum needs to be better connected with the community, including tourism, ventures, scientific, cultural heritage, etc.  This board would interface with the community. Susan Olberding suggested that a staff member be on the advisory board. A motion was made to have the acting director and the chair organize a planning committee to explore the feasibility of, and the role and scope of, an advisory board.  The motion was seconded and approved.

Linn suggested that staff get together to form a staff association, and choose a staff representative to attend board meetings.  The staff would call staff meetings and director would not preside over them.  Linn reminded the board that staff members are professionals who are willing to serve on committees and otherwise assure that the board receives staff input.  After more discussion it was decided that the board and director should take a back seat on this issue. Should staff determine they would like to formally designate a representative to the board, the board would welcome his or her participation.

Respectfully submitted, 

Susan Olberding
Secretary to the Board