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MUSEUM OF NORTHERN ARIZONA
Board of Trustees Meeting
Pearson Hall
Minutes of October 2, 2004

Board Members Present: Susan Garretson, Chair; Susan Olberding, Secretary; W. Linn Montgomery, Treasurer; Sheri Burnham; Jack Metzger; Carl Phagan; Peter Pilles; Barbara Poley; Wayne Ranney; Katrina Rogers; and Octaviana Trujillo.

Board Members Absent: Ann Poulos, Vice-chair; Bill Beaver; Susan Golightly; Sam Henderson; Leigh Kuwanwisiwma; Max Oelschlaeger; Carolyn Shoemaker; Larry Stevens and Miguel Vasquez.

Emeritus and Ex-Officio Members Present: Frances McAllister, Emeritus.

Others Present: Robert Breunig, Director; Roger Clark, Liz Gumerman, Bob Lomadafkie, and Marsha Tompkin, Lynn Yeager and Ginger White, staff.

I. Call to Order
Chair Garretson called the meeting to order at 9:00 a.m. As there was not a quorum present at the beginning of the meeting, the Chair went to business that required no action.

II. Report from the Chair
Susie Garretson stated that the public programs and publications subcommittees were now functioning primarily as staff committees, and would, therefore no longer operate as separate subcommittees but would be incorporated into the outreach committee. She stated that there were no motions made at the October 1st executive committee meeting, and therefore, no action was necessary from the board. Susie also announced that Ginger White, the assistant secretary to the board, would be leaving MNA on November 3rd. A search has begun to find a replacement for her.

III. Report from the Director
Robert Breunig stated that he had four members of the staff in attendance to provide information about three events at MNA. Roger Clark and Bob Lomadofkie explained the Celebración de la Gente (Celebration of the People) event that will take place over the last weekend in October. This weekend the Mexican and Hispanic peoples of the Southwest and Central and South America celebrate the Dias de los Muertos (Days of the Dead). This event will replace the Hispanic Festival that has occurred at MNA in May the past several years. Bob, Roger, and Robert have been working with a local group over the past year to develop an appropriate program for MNA and the Hispanic community. Roger explained that Dias de los Muertos celebrates the lives of those who have died. A members preview will be held the evening of October 29th, with the Celebración continuing on the 30th and 31st. (See attached draft program)

Liz Gumerman explained the plans for this year's “Cheerful Friendraiser and Auction” The event will be a PhotoFeast, held on November 20th at the Branigar-Chase Discovery Center. The evening will include elegant dining and a program of fun stories of the region told through the voices and lenses of photographers Michael Collier, Dawn Kish, John Running, and Raechel Running. An exciting auction will be among the activities.

Robert is hoping to have the board become more involved in the annual fund appeal. Marsha Tompkin explained that she would have a list of letter recipients for the board to review. She would like each board member to commit to signing his or her name to those recipients that he or she knows. Marsha will set aside a time on the 18th and/or 19th when the board members can stop by her office to sign their letters.

Robert visited Washington D.C. for the opening of the National Museum of the American Indian in September. In addition to visiting the museum, he was also able to visit the collections center, and watch the procession which included 20,000 people representing 400 tribes throughout North, Central, and South America. Octaviana Trujillo and Barbara Poley also attended this event, and all seemed impressed with the attention to detail and care taken to have the exhibits express important ideas of the cultures represented. Robert is hoping to form collaborations with NMAI and MNA. While Robert was in Washington D.C., David Gillette was also visiting the city to provide expert testimony before Congress in support of the increase of Petrified Forest National Monument.

The Memorandum of Understanding (MOU) with the Hopi Tribe has been drafted and will go before the Hopi Tribal Council soon. Robert believes that this MOU is the beginning of a process of MNA working with all the tribes of the region, and includes the spirit of collaboration and mutual respect the museum wants in all its relationships. He explained that this MOU will also help outside parties, including potential funding organizations, understand the importance of the relationships MNA forms, and how they impact the programs and projects the museum chooses to become involved in.

MNA and the Grand Canyon National Park Foundation are continuing their plans for an exhibit, “If Boats Could Talk: Craft, Culture, and Change on the Colorado Plateau.” An MOU has been drafted and a tentative budget of $250,000 established. The Museum’s annual Open House will be held tomorrow, in conjunction with the Flagstaff Festival of Science.

David and Kathy Chase have provided generous financial support for Robert to identify and cultivate new and previous donors. He has had a series of lunches and dinners with community business leaders. He has spoken to members of the Danson family recently, and they are enthusiastic about getting the Danson endowment fully funded in the next few years. The press release concerning the $3 million gift for the collections center is scheduled for release next week. Robert is speaking with an anonymous donor who wishes to leave a Charitable Remainder Trust to MNA for an endowed ecology chair.

IV. Approval of the Minutes of the Last Meeting
As several members had arrived to form a quorum, a motion was made to approve the minutes of the August 7, 2004 meeting with two corrections: add under “Board members absent” Susan Golightly, and change “as” to “has” in VII, line 4. The motion was seconded and approved.

V. Approval of the Consent Agenda
A motion was made to approve the reports of August 7th and 20th research committee meetings and board development committee minutes included in the consent agenda. The motion was moved and approved.

VI. Report from the Finance and Investment Committee
Lynn Montgomery reported that the committee approved their charter, which has since been forwarded to the board Chair for review. The current investment policy is now under review. Lynn Yeager gave a brief synopsis of the July financial report. Revenues are under budget by about $373,000, although some of this may be due to timing of accounting transactions. Membership is now exceeding the budgeted amount, although admissions have been decreasing. Sales in the bookstore exceeded last years’ sales. Enduring creations sales have increased each of the last four years. Direct expenses are lower than budgeted: some of this is due to the fact that we had vacancies that were not filled. The Colton House revenues are only about one-half of the budgeted amounts. Robert reminded the board that, although the museum needs unrestricted gifts most, he would also be interested in speaking to potential donors who might be interested in a particular program or project. Jack Metzger suggested that a short list be drafted that included existing endowments and core projects. A motion was made to accept the July financials. The motion was seconded and approved.

VII. Review of the AAM Application Process
Before the report of the governance committee, Robert gave a brief PowerPoint presentation explaining the application process for accreditation with the American Association of Museums. Although MNA was accredited with the AAM for a number of years, the museum lost their accreditation as a result of the sale of art. As a result, MNA must start the process from the beginning by submitting an application on December 3rd. The application asks a number of questions concerning MNA’s collections, governance, code of ethics, administration, and finances. The AAM review board will then determine whether or not MNA meets their criteria for accreditation. If the museum is determined to be qualified, AAM will advise MNA to go forward with their self study questionnaire. MNA has about a year to complete the in-depth self study. This questionnaire includes questions on long-range plans, public programs, facilities, risk management, governance, leadership, collections, visitation and membership, and financial sustainability. Sections of this questionnaire will require staff input, others will be addressed by the director, and still others – including bylaws and museum policies - will be completed/ reviewed/approved by the governance committee of the board. Once the questionnaire has been submitted (probably in May of 2005) to the AAM review board, they may 1) ask for more information, 2) give interim approval, 3) table a decision for 6 to 12 months if they think MNA is deficient in any area, or 4) deny interim approval and ask MNA to reapply later. If MNA is given interim approval, the next step is a site visit by a visiting committee. The AAM’s visiting committee will verify the information provided in the questionnaire. They will interview staff and board and look at the facilities and collections. The committee then prepares a report for the review board. The review board makes a final decision to either grant accreditation or deny accreditation, or they may table the decision. If a museum realizes that it will not “pass” the site visit, they may also opt to withdraw their application. Once a museum is accredited, they must maintain (or improve) the current operating standards. The entire accreditation process usually takes 31 to 43 months, although the AAM has said they will expedite the process for MNA. Although the process does not require the formal approval of the MNA board, the application and self study questionnaires must be signed by the board chair. All MNA policies must be approved by the governance committee and board individually. Some policies, the bylaws, and the Articles of Incorporation, must be submitted with the self-study questionnaire, while others, such as the personnel policy manual, must be available for review by the site visit committee.

MNA has two areas of concern. The museum must be able to provide evidence of a sustainable budget and of adequate collections storage. Because it is anticipated that the board will approve a sustainable budget at the November meeting, Robert feels this there is sufficient evidence that MNA is serious about its financial future. And, because MNA received the $3 million gift for the collections center, the museum will be able to provide plans and designs for the new collections center. The governance committee has been revising the code of ethics and reviewing the bylaws, and will review other policies as needed before the submission to AAM.

VIII. Governance Committee Items
Katrina Rogers explained that the AAM asked questions in the application to assure that a museum’s code of ethics applies to its volunteers and its governance. The governance committee incorporated changes and additions to also assure that unpaid researchers were included and that both arts and sciences were addressed. A motion was made to approve the code of ethics as presented, with the understanding that sections addressing research associates would have minor grammatical changes. The motion was seconded and approved unanimously.

Katrina briefly explained the changes to the bylaws that the committee was discussing.

IX. Discussion of Collections Center
The buildings and lands committee has met regularly with James Roberts, an architect experienced in green building techniques, and is making progress with plans for the collections center. The first $1 million has been deposited in a collections center endowment fund. Plans are being developed for a 10,000 square foot building with compact storage which could be built without additional funding. The facility will be designed so that it could be added on to should MNA receive funding from federal or other sources.

X. Updates on MNA Environmental Solutions
Because Sonny Kuhr, Program Manager for MNA Environmental Solutions (MNA ES) was present at this time, her report was given ahead of other agenda items. MNA ES was incorporated in August of 2004 and since that time has drafted bylaws and an operational agreement explaining evidence of appropriate separation between the non-profit MNA and for-profit MNA ES. MNA is the sole stock holder of MNA ES stock, and must therefore approve these two documents. The MNA board also needs to approve the arrangement to reduce the capitalized loan by $5000, so that the $5000 can be used as cash to purchase stock of MNA ES (50 shares x $100/share), as the law requires. In other words, of the funds loaned by MNA to MNA ES, $5000 will be used to purchase shares, and will not be paid back to MNA as part of the loan. A motion was made and seconded to approve the bylaws for MNA Environmental Solutions and the operating agreement of MNA Environmental Solutions. The motion was amended to clarify in the operating agreement that the percentage of the interest for repayment was changed from 5% to 6.35%, and that it is the intention of MNA Environmental Solutions to use flat fees in the future in lieu of other, current methods to determine charges for MNA support staff (such as accounting, human resources, and systems analyst). The motion was approved. Note that the agreement to use $5000 for the purchase of shares is in the operating agreement, and no additional motion was needed for its approval. Carl Phagan suggested that the Contract Science subcommittee be concluded. Sonny thanked all who had been involved in the set up of the for-profit MNA Environmental Solutions.

XI. Updates of the Research Committee
Carl noted that the research committee had contributed to portions of the code of ethics review to include research associates. The committee will begin to compile research policies at their next meeting.

XII. Future Publication of Plateau Journal
Robert explained the challenges the publication committee has had with Plateau Journal in the recent past. Since the last meeting, Robert has been working with Rose Houk, editor, and Julie Sullivan, designer, to create a new design for the next Plateau. The first issue, to be released this fall, will include four articles included in the 1976 Plateau by Edward Abbey, Bill Lipe, Steven Carothers, and Bill Breed. The three living authors have reviewed their articles and have made comments that will be included in the new issue. The new format will be 8 ½ x 11 inches, and Robert is pleased with the new look. Future issues will be more topical on one theme, and will better incorporate other MNA programs, such as exhibits, so that the Plateaus can also serve as catalogs for exhibits and educate the public on the museum’s current programs. Costs for production of Plateau will be lower than with Plateau Journal. Robert is still speaking with various former Plateau Partners, and has yet to establish anyone’s role in Plateau, although the primary intention of Plateau will be to serve the needs of the museum.

XIII. Other Business
Susie and Robert explained that most board committees now have a staff liaison assigned. A book sale will be held in conjunction with the Open House tomorrow, and about 3000 books will be for sale.

XIV. Executive Session

XV.  Adjournment
There being no further business, the meeting adjourned at 1:15 p.m.

Respectfully submitted,

Susan Olberding
Secretary to the Board

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