Active Board Members Present: Susie Garretson, Chair; Ann Poulos, Vice Chair; Linn Montgomery, Treasurer; Robert Breunig, Director; Max Oelschlaeger, Acting Director; Bill Beaver; Jon Bonnell; Susan Golightly; Deb Hill; Louis Jacobs; Carl Phagan; Peter Pilles; Wayne Ranney; Katrina Rogers; Joan Scott; Carolyn Shoemaker; and Larry Stevens
 
Board Members Absent: Leigh Kuwanwisiwma; Susan Olberding, Secretary; and Miguel Vasquez

Emeritus and Ex-Officio Members Present: Chio Black, representative for the Muses; and Frances McAllister, Emeritus
 
I. Call to Order
Chair Garretson called the meeting to order at 9:04.
 
II. Approval of the Minutes of Last Meeting
A motion was made and seconded to approve the minutes of the September 20 and the October 1, 2003 meetings. The motion was approved.

III. Report from the Chair
Before reporting, the chair introduced Louis Jacobs, the museum’s trustee from Texas who has been unable to attend board meetings until today. Dr. Jacobs is a professor of vertebrate paleontology at S.M.U. Larry Fester was also introduced to the board. He is a CPA with Fester and Chapman, and has agreed to serve on the finance and investment committee.

Susie asked that the board decide if non-board members of committees should have the ability to vote. Susie explained that Advisors to committees may not vote in committees; but upon the recommendation of the committee chair to the board chair, can be made regular committee members. A motion was made to allow staff and other non-board members to vote while in committee, so that the board can receive the recommendations of each committee as a whole. The motion was seconded and approved unanimously. Because all actions of a committee must be recommended to the board for approval, non-board committee members could ever have control of actions of the board. Susie announced several changes to members of various committees, and an updated listing will be sent to board members soon.

After a short discussion on the need to provide the new director and the chair the capability to perform legal and financial business on behalf of the museum, a motion was made and seconded to allow Robert Breunig and Susan Garretson become signers on MNA bank accounts at National Bank of Arizona and at Bank of America on behalf of the museum. The motion passed unanimously. A second motion to approve Robert Breunig and Susan Garretson to conduct business on behalf of the Museum had been recommended by the Executive Committee at an October 24 meeting. This motion was seconded and approved by the Board.

Susie explained that she had received a letter from Bill Clarke explaining his need to resign from the board, as he and his wife will not be able to return from Ohio for several months. A motion was made to regretfully accept Bill Clarke’s resignation as of October 15th. It was seconded and approved unanimously. A motion was made to make Bill Clarke an emeritus trustee. This motion was seconded and approved unanimously.

IV. Report of the Ad Hoc Buildings and Lands Committee
This ad hoc committee was not included on the agenda, but Susie provided time for Larry Stevens, the chair, to speak. Larry explained that the committee had not yet met, but that they had the information to provide a framework for discussion on a proposed new collections facility, which is their first task.

Susie reminded committee chairs to include her and the director in the meeting notifications, as she is an ex-officio member of all committees, and the director is asked to attend as many committee meetings as possible.

V. Report of the Acting Director
Max Oelschlaeger expressed relief and thanks that Robert Breunig was on board as director, after having spent much time at MNA while tasks from his “real job” at NAU piled up. He explained that he, Robert and Susie had spent considerable time reviewing various issues. He also announced that Lynn Yeager, the controller, had completed the five-year financial projections, and that they would be presented at the December meeting, probably by Dr. Breunig.

Max explained the progress made by the staff serving on a heritage program committee. The committee was established primarily to consider the 2004 venue and dates of marketplaces so that the marketing staff could begin announcing the programs. They anticipate hiring a heritage program manager within the next few weeks, and to work closely with this staff member to assure a successful program.

Robert announced that he was very glad to be at MNA once again. He realizes the huge responsibility of the director and the board to rebuild trust of the donors and other constituents. He thanked the board for taking the tremendous steps they have so far. Susie explained that Robert would be at MNA through the 9th, and would return to MNA on or about the 6th of December. Max will continue to work about 20 hours per week until Robert is on board full time.

VI. Report of the Finance and Investment Committee
Linn Montgomery informed the trustees of new members on the committee, including Larry Fester, Enrique Avendano, and Joe Divito. He explained that Larry was very helpful in reviewing the request for proposals to be sent to auditors. He stated that Dennis Miller had explained the museum’s investments and endowments with Miller-Russell. Mr. Miller will return before the end of the year to make a presentation on determining asset allocation strategies. Joe was extremely helpful at this meeting in asking educated questions of Dennis, and helping the committee to understand what they need to know. Linn stated that he estimates the committee will have recommendations for the board at the February 2004 meeting. He explained that Lynn Yeager had been invaluable at the meetings, and had provided August and September financials. The Colbert Chair was removed as collateral on the line of credit. The investment policy, which is undated, will be reviewed with Dennis Miller. Linn met with Ginger White, Lynn Yeager, and Sat Sansar Best to discuss the 401(k) plan parameters. The 401(k) plan is expected to be in place on January 1, 2004. And he has started a short document explaining the financial situation at MNA to present to current and potential donors in order to build donor confidence.

Larry Fester stated that Susie had submitted a list of 25 questions to the committee, and that Linn and Lynn had done a great job in answering them. He expects five to seven responses to the request for proposals. He explained that MNA cannot dictate the minimum scope of the audit – that there are certain requirements to be met, and the bidders are aware of these. He suggested the board form an audit subcommittee that would oversee the audit and report to the board. Max suggested that the museum members be given an open disclosure of the audit, so that they understand the issues at hand as well as understand the investments and endowments.

VII. Report of the Governance Committee
Deb Hill explained that she would need to leave early, and requested that the governance committee be allowed to report before the board development committee. Susie explained that she had been given several personnel policies for the governance committee to review, and that Robert had expressed interest in reviewing them as well before they were approved by the board. After a short discussion, it was decided that, because some policies were quite out of date and others were not written down, the director would have the discretion of stating policies in writing that would be considered ‘in effect” until they could be affirmed by the board. The policies will also be reviewed by legal council.

Susie explained that she would like to restructure the committees. Some committees would be long term, such as the buildings and grounds committee, while others would be established to complete a particular goal or task. She gave the trustees a handout, and asked each member to review her proposed changes, adding that they would be finalized at the next meeting. Lou asked about the FALA buildings he had seen, and Deb Hill recommended that Roger Clark, the president of the FALA board, report to the board at the next meeting.

VIII. Report of the Board Development Committee
Susan Golightly, as chair, asked the trustees to review the board term limit graph she sent to them via email, so that it could be finalized at the next meeting. She asked members to contact Katrina Rogers with changes. She asked the board to consider whether they should replace Bill Clarke soon, or wait for the MNA members to elect a candidate at the next annual meeting in June. Anyone appointed by the board to fill Bill’s vacancy (Bill had indicated that he would serve a one-year term) would need to be elected by the members at the annual meeting. Carolyn Shoemaker asked if a minimum donation were required by each board member, and Susie explained that monetary donations were not a criterion to serve on the MNA board. Frances McAllister reiterated that the expertise of board members was more important than their ability to donate money. As an example, board members with experience in teaching and curriculum development could be very valuable to the education programs although they might not be able to contribute monetarily. Susie stated that phone conferencing would be available in Pearson Hall, and that members who could not attend meetings in person were encouraged to attend by telephone. Susan reminded the board that all MNA members could make suggestions to the board development committee of trustees to serve, and that members should receive notification of this via the next MNA Notes. She suggested that members also be given the criteria and the strong and weak characteristics of the board makeup in order to know who to best recommend. She reminded the board that absentee ballots would be accepted at the next annual election.

The board took a break at 11:10 for a group photograph taken by MNA staff photographer, Tony Marinella. They reconvened at 11:20.

Susan showed the board the certificates sent to past board members, and explained that those who served full four-year terms were eligible to become emeritus trustees. She is working on the list of emeritus trustees, and will be sending each a letter to encourage him/her to return to the MNA family. Susan asked those board members who had not received MNA stationary to pick some up, so that they could correspond with potential donors and members, and to invite them to MNA events as a guest. She has completed a board list that includes the name of each trustee’s spouse. The trustees discussed the need to record hours served as “in kind” donations. The completion of the campus tour has been delayed until a later date – probably February. She has also delayed the presentation of information from last winter’s staff and board retreat.

Working Lunch
Katrina provided the board with boxed lunches, and presented a lively seminar on development and fundraising. She led a discussion on why and who gives to non-profits, and how to ask for donations. Max reminded attendees that the museum needs to raise $20 million, and that it is important for the board to work in tandem. It is important to demonstrate leadership and vision to show that the board is united. To do this, the board needs to support the leadership, show that MNA is a sustainable institution, inform the community, and be good ambassadors. Katrina reminded the board that small donations are as important as large ones, as they all demonstrate support by the community. Susan stated that people give because they have been asked, and because they have a passion or connection: it is important to find each donor’s interest and to ask for money to support that interest. Katrina also asked trustees to attend museum events where community members will be present.

IX. Report from the Muses
Chio Black explained that the Muses will begin selling books of tickets for the 2004 lecture series once the lecturers have been finalized. She stated that most tickets are sold before Thanksgiving, as many Sedona residents leave town between then and around New Years Day.

X. Report on the 75th Anniversary Campaign Plans
Katrina had prepared a written report on the updates of the 75th Anniversary Campaign’s plans. The museum expects about 225 guests at the November 8th event, hosted by Ted Danson.

XI. Report from the Volunteer/Docent Representative
Susan gave the trustees an overview of the volunteer/docent assistant’s report included in the departmental quarterly report. She explained that the docents have organized lectures in order to provide themselves with educational programs, as there is no docent program at this time. As stated earlier, the director anticipates hiring a volunteer/docent coordinator within the next month or so. Volunteers and docents are booked for a large number of events and tours, and some are becoming ‘burned out.’ Others are making suggestions for exciting changes, such as converting the Babbitt Gallery reading room to a children’s hands-on gallery.

XII. Report of the Ad Hoc Colbert Chair Natural Sciences Committee
Lou explained that the committee was working on a memorandum of understanding (MOU) to determine the parameters of the Colbert endowment. David Gillette was hired on a part-time basis to draft the MOU with input from donors and scientists, as well as the director. The committee anticipates finalizing the MOU within a week or two, and will distribute it to board members via email.

XIII. Report of the Ad Hoc Anthropology Committee
Although Miguel Vasquez was not present and the committee had not met, there was a short discussion on the Danson endowment, which was started to provide funding for a curator of anthropology. Max would like to see this endowment addressed by the Anthropology Committee in the near future.

XIV. Report of the Ad Hoc Publications Committee
This committee met informally and discussed the financial situation of all the Museum’s publications. They plan to meet soon, and present a formal report in December or February. The committee would like to take the time to investigate a partnership with the Grand Canyon Association. A discussion followed on the past and current staffing of the publications and marketing department, and the back issues of Plateau Journals and Canon Journals remaining in storage. Although Max had serious reservations about the viability of the publications, Robert felt that to cease printing them would send the wrong message to the public and membership.

XV. Report from the Ad Hoc Search for Director Committee
Peter Pilles asked for a moment of silence to honor Jane King, a former MNA staff member, who recently passed away. He then thanked Sat Sansar Best, Shirley Groenhout, Susie, and Max for all of their hard work in the successful search for the museum’s new director. He stated that he would gather all of the notes and records, and Susie said she would assist in reviewing all of the ideas and suggestions candidates had given during interviews. Max commended Peter for the first rate job he did as the chair of the committee. Susie added that Peter always made sure the procedures used were proper and legal.

XV. Report from the Ad Hoc SW Mural Project Review Committee
Carl Phagen stated that the original documents demonstrate the proposed plans for a great project, but that the project suffered from too much expansion. For instance, the exhibits began as Hopi murals only, and then expanded to other tribes, so that the resulting exhibit took up 8000 square feet. Also, the catalog of objects became a technical volume that did not concentrate on the exhibited objects, but on murals throughout the world. Carl explained that the conservation of the 15 murals at MNA and the Peabody Museum will continue, as would the compilation of all of the materials on CDs. Other work conducted by subcontractors, including exhibits design and video work had been halted. The technical volume will also go forward under the direction of Ed Wade. Carl, Peter, and Joan Scott will visit Leigh Kuwanwisiwma in two days to begin discussions concerning an MOU with the Hopi Tribe. There was some discussion about whether the technical volume should/would be associated with the exhibit or kept separate, and how to treat the issue in the MOU. Lou asked if any market research had been conducted to see if a smaller exhibit would be more attractive to a larger number of museums. Ann Poulos stated that no research had been done, and that the committee would need to look into this. Other important issues to review include funding (past, current, and future) for various aspects of the project, and NAGPRA compliance with the Hopi and other tribes.

XVI. Report of the Ad Hoc Collections Committee
The collections committee met on October 10, and Ann distributed minutes of that meeting. They discussed three major issues, including hiring staff for the library and other library issues, review of the C-MAP Survey and the collections policy, and NAGPRA. Elaine Hughes, the collections manager, has had difficulty finding all the NAGPRA-associated documents and believes the report should be revised. Ann discussed the AAM’s request for more information, including copies of minutes, the museum’s code of ethics, and the collections policy. The museum submitted the information requested on October 30, per their request. Ann recommended that the committee submit a report to the board that contains information about how issues have been handled in the past, so that they do not reoccur.

The board moved into Executive Session at 3:15. Chio Black left at this time Note: the minutes of this executive session that are released to the public are contained in a separate document.

XVII. Adjournment
There being no further business, the meeting was adjourned at 4:45 p.m.
 
Respectfully submitted, 
 
Susan Olberding
Secretary