Annual Meeting of the Board of Directors s1
ANNUAL MEETING OF THE BOARD OF DIRECTORS
October 22, 2009
4:00 p.m. – Administration Building
MEMBERS PRESENT:
Tom Troeger, President Ryan Matthys
Marcia Jones, Vice President Richard Pfeil
John W. Toth, Secretary Nancy Saunders
Carol Thon, Treasurer Jerry Scott
Sy Barker Noel Yarger
Frederick Dean, M.D. James Kapsa, Superintendent
Dave Dunlap Rose Meissner, CFSJC, Guest
Loretta Frank John Seidl, Ind. Trust, Guest
Nancy King Jill Replogle, Kruggel & Lawton, Guest
Brian Kubicki Margene Zink, Kruggel & Lawton, Guest
Phyllis Largey Susan Warner, Executive Director
Kate Lee Becky Overstreet, Admin. Assistant
MEMBERS EXCUSED:
Judy Dominy Tricia Sloma
Rosalind Ellis Stephanie Spivey, SBCSC Trustee Liaison
Steve Funk Lenore Tracey
Juan Garcia, Jr. Ida Reynolds-Watson
Kenneth Hebard JoAnn Wittenbach
James Hillman Barbara Warner
Lou Hollister
CALL TO ORDER
Tom Troeger called the meeting to order at 4:03 p.m. on the 6th floor of the administration building. Tom introduced the guests: Rose Meissner from the Community Foundation of St. Joseph County, John Seidl from Indiana Trust and Investment Management, and Jill Replogle and Margene Zink from Kruggel & Lawton. (All minutes and financials are on file.)
APPROVAL OF CONSENT AGENDA
Tom Troeger asked for a vote to approve the minutes from the June 25th board meeting and the minutes from the August 27th mini retreat. Both sets of minutes were approved.
FINANCE REPORTING & DISCUSSIONS
The investment policy states that a five-year review of all assets shall be conducted. In preparation of the assessment, Rose Meissner from the Community Foundation of St. Joseph County and John Seidl from Indiana Trust and Investment Management presented their respective organization’s report of Foundation funds. Both indicated the value of their holding dropped because of the financial downfall over the last year. Both felt the values had started to recover and would continue to do so. Ms. Meissner and Mr. Seidl warned the current values should be considered “over-rated” and we should look for a correction within the next year. Mr. Seidl feels the government stimulus programs may cause problems and will check the 2010 impact. In answer to a question from the board Ms. Meissner shared that allocations don’t change much and that CFSJC does have risk adjustment procedures.
ANNUAL AUDITOR’S REPORT
Margene Zink (a non-profit auditor) and Jill Replogle from Kruggel & Lawton were present to give an overview of the annual audit and answer questions. Margene Zink presented the audit and indicated that the reporting was on a “cash” basis and considered what is called a “clean audit.” She went on to detail the balance sheet assets, endowments and liabilities. Notes to cash basis financial statements were reviewed briefly. As suggested with the new 990 requirements Susan and Becky excused themselves as employees so that the board of directors had an opportunity to ask questions. The manager letter was presented. (The complete audit is available at www.edfo.org and in the minutes.) The audit was approved as presented.
FINANCE/INVESTMENT COMMITTEE REPORT
Susan Warner mentioned that a copy of the Statement of Investment Policy is included in the board packet as part of the five-year review process. Please forward any suggestions to Judy Dominy prior to March investment meeting.
FINANCIAL STATEMENTS
Treasurer, Carol Thon presented the financial statement/budget and passed out some explanatory notes for clarification. The bottom line is the Foundation has a $109,512.94 shortfall for the 2010 fiscal year. This shortfall is the result of projected revenues not being met. The executive committee will be meeting with Mr. Kapsa to discuss and come up with potential scenarios should the funds not be raised in full. Susan Warner explained cutbacks have been taken. Julie DeFauw no longer works in the office, Becky Overstreet does not work every day, no raises have been given, Susan pays her own conference expenses, PNN has been cut and no gas expenses are refunded. Also, the number of tutors per school has been cut from four to five in the tutoring reading programs.
The next Executive Committee meeting is scheduled for November 10th, 2009 at noon in the 5th floor administration building conference room. Board members are invited to contact an Executive Committee member with suggestions and input. Phyllis Largey was asked to be part of this discussion because of her knowledge of the reading program and its impact. Mr. Kapsa, SBCSC Superintendent, said he is willing to bring the SBCSC team for a discussion.
GOVERNANCE COMMITTEE REPORT
Recognition of Directors Rotating Off-Brian Kubicki recognized Carol Thon, John Toth and Lenore Tracey for their service. Thank you-You will be missed!
Officer Recommendations-Tom Troeger nominated Brian Kubicki as president for the 2010 calendar year. John Toth seconded the nomination. Brian Kubicki presented a potential change in the office of vice president. In order to keep a flow of continuity, the new positions of past president and president-elect will replace the vice president position. Brian nominated Tom Troeger to the position of vice president/past president. He, also, nominated Marcia Jones as secretary and Ryan Matthys as treasurer. Dick Pfeil seconded the motions with all approving.
Renewals-Brian Kubicki presented a recommendation of renewal of the 2nd 3-year term for Nancy Saunders, Jerry Scott and Ida Reynolds-Watson. Dick Pfeil seconded the motion with all approving. SBCSC Liaison, Stephanie Spivey, will have her renewal voted upon at the March board meeting. Brian presented an engraved gavel to Tom Troeger in appreciation for his 2-year service as president of The Public Education Foundation. Brian described Dr. Troeger as “always calming, reasonable and rational.” Thank you, Tom, for your service.
Retreat-Board members were asked to give feedback on the retreat. As a result of the CFRE program Susan completed this year four hours of consultation from a presenter is available at no charge. The Board agreed to use these four hours at next year’s retreat.
DEVELOPMENT/MARKETING COMMITTEE
Becky Overstreet presented the results of the FY 2010 Payroll Deduction campaign. Of 199 total participants, 45 are new enrollees. $395 per pay period has been committed. Kate Lee, Marketing chair, read a nomination of Towne Air for the Corporate Philanthropist Award citing Towne’s involvement in the Our Towne Truck Pull, reading to Coquillard students and more. Jerry Scott and Towne Air Freight were congratulated on a successful event. Marcia Jones expressed her desire to see every single school get involved in next year’s truck pull as well as the full support of the Foundation board.
PROGRAM COMMITTEE DISCUSSION
Susan shared an annual appeal letter/endowment letter is in the works. Susan discussed the summer reading training and Phyllis Largey shared a story of success the special education teachers are having with the reading program.
BOARD REQUESTS/ANNOUNCEMENTS
Tom Troeger asked if there were any further discussion items or board member requests. There were no additional requests and Tom announced the up-coming meetings and adjourned the meeting at 5:42 p.m. Cake was served and a group photo was taken.
• Governance Com. Mtg. – TBA for Board Orientation
• Marketing Com. Mtg. @ Adm Bldg.-5th Flr. Nov. 5th 12:00-1:00 p.m.
• Exec. Com. Mtg. @ Adm Bldg.-5th Flr. Nov. 10th 12:00-1:00 p.m.
• Board of Directors Mtg. @ Adm Bldg.-6th Flr. Jan. 28th 4:00-5:00 p.m.