National Civic League Meeting of the Board of Directors Friday, June 16, 2017 2:30 – 4:30 PM, the Westin at DIA, Willow Room, Denver, Colorado

National Civic League Meeting of the Board of Directors Friday, June 16, 2017 2:30 – 4:30 PM, The Westin at DIA, Willow Room, Denver, Colorado

Draft AGENDA

1. Introductions – Derek

2. Approval of Minutes of March 2016 – Alberto ... page 6

3. Finance Committee Report – Jim and RGO Audit Team, Uyen Pavelis & Lara Thrailkill ... page 12 Proposed Action: Acceptance of 2016 Audit Report

4. Treasurer’s Report – Valerie and Doug ... page 36

5. President’s Report – Doug ... page 41

6. All-America City Awards Update – Sarah

7. All-America Conversations Update – Aaron ... page 46

8. Marketing & Development Committee – Maureen & Doug ... page 47 Discussion re: Marketing Plans

9. Program Committee – Ron & Doug ... page 54 Discussion re: 2018 Conference

10.Plans for Future Meetings Next Board Meeting: Thursday, Nov. 9, 8:30 am-Noon, National League of Cities office, 660 North Capitol St. NW, Washington, DC. 20001

Adjourn

1 National Civic League Board of Directors June 2017

OFFICERS & EXECUTIVE COMMITTEE

Chair President Derek Okubo Doug Linkhart Executive Director National Civic League Agency for Human Rights & Community Partnerships 190 East 9th Ave, Suite #200 City and County of Denver Denver, CO 80203 201 W. Colfax Ave. – Dept. 1102 Office: 303-571-4343 Denver, CO 80202 Cell: 303-668-1990 Office: 720.913.8454 [email protected] Cell: 720.369.5097 [email protected] * *CC: Rosalind Alston, [email protected]

Vice Chair Additional Executive Committee Members: Hon. Kenneth Alexander Mayor Chair Finance Committee: Jim Cloar City of Norfolk Chair Program Committee: Ron Loveridge 810 Union Street Chair Nominating Committee: David Palmer Norfolk, VA 23510 Past Board Chair: David Sander Phone: 757-664-4211 Email Contact Person: Mary Lou Stone, Special Assistant to the Mayor [email protected]

Treasurer Valerie Lemmie Director of Exploratory Research Kettering Foundation 200 Commons Road Dayton, OH 45459 [email protected]

Secretary Alberto Olivas Executive Director, Congressman Pastor Center for Politics and Public Service 411 N. Central Ave., Suite 750, Mail code 3520 Arizona State University Phoenix, AZ 85004 Phone: (602) 496-0947 [email protected] *CC: Lauren Twigg, [email protected]

2 BOARD MEMBERS

James A. Cloar Hon Glenda Hood Commissioner, Tampa Housing Authority Former Mayor of Orlando, FL 371 Channelside Walk Way, # 904 and Founding Partner, triSect, LLC Tampa, FL 33602 236 S. Lucerne Circle East Phone: 314-409-4062 Orlando, FL 32801 [email protected] Phone: 407-928-3106 [email protected] Hon. Brad Cole Executive Director, Illinois Municipal League Hon. Ronald O. Loveridge 500 E. Capitol Ave. Post Office Box 5180 Former Mayor of Riverside, CA Springfield, IL 62705 and Director, UCR Center for Sustainable Phone: 217-525-1220, Fax: 217-525-7438 Suburban Development [email protected] 4590 University Avenue Riverside, CA 92501 Reyna Farrales Phone: (951) 850-3079 Deputy County Manager, County of San Mateo, CA [email protected] 400 County Center, 1st Floor Redwood City, CA 94063 Maureen McDonald Phone: 650-363-4130 Senior Director, Community Benefit & Relations [email protected] Kaiser Permanente 10350 East Dakota Avenue Lee R. Feldman Denver, CO 80247 City Manager, City of Fort Lauderdale Office: 303-344-7827, Fax 303-344-7790 100 North Andrews Avenue Cell: 303-598-7829 Fort Lauderdale, FL 33301 [email protected] * Phone: 954-828-5013 *CC: Karen Ryan, [email protected] [email protected] * *CC: Aixa Penedo, [email protected] Terry Minger Former President and CEO, Piton Foundation Dr. Jarvis A. Hall 785 6th. Street Associate Professor, No. Carolina Central University Boulder, CO 80302 1801 Fayetteville St. Office: 303-919-6379 Durham, NC 27707 Cell: (303) 919-6379 Office: 919-530-7256 [email protected]

Cell: 919-616-9812 David G. Palmer [email protected] Managing Shareholder, Greenberg Traurig

1200 17th Street, Suite 2400 Hon. Steve Hogan Denver, CO 90202 Mayor, City of Aurora Phone: 303-572-6500, Fax: 303-572-6540 15151 East Alameda Parkway [email protected] Aurora, CO 80012 Phone: 303-739-7015 [email protected]

3 Angela N. Romans Dr. Lyle Wray Co-Director, District and Systems Transformation Executive Director Annenberg Institute for School Reform Capital Region Council of Governments at Brown University 241 Main Street, 4th floor 383 Benefit Street Hartford, CT 06106 Providence, RI 02903-2923 Phone: 860-522-2217 x 232 Office: 401-863-7712 [email protected] Cell: 401-419-7215 [email protected]

Hon. David M. Sander, Ph.D. HONORARY BOARD MEMBERS (Former Board Chairs) Mayor, City of Rancho Cordova 2729 Prospect Park Drive Mayor Michael B. Hancock (’12-‘15) Rancho Cordova, CA 95670 Hon. Sandra Freedman (‘08-‘12) Office: 916-851-8810 Cell: 916-837-3446 Robert Rawson, Jr. (’04-‘07) [email protected] Dorothy S. Ridings (’01-‘04)

Anthony Santiago Dr. David Mathews (’00) Senior Fellow, Program & Partnership Development Hon. R. Scott Fosler (’98-‘00) Institute for Youth, Education and Families Hon. Bill Bradley (‘96-’98) National League of Cities 1301 Pennsylvania Avenue, NW Suite 550, Hon. John Gardner (’94-’96) Washington, DC 20004 Hon. George Latimer (‘93) Phone: 202-626-3022 [email protected] Hon. Henry G. Cisneros (‘89-’92) Hon. William F. Winter (‘88-’89,’ 93) Cindy Steinhauser As of 6/8/2017 Terrell Blodgett (‘87-’88) City Manager, City of Frankfort Hon. William W. Scranton (‘70-’73) 315 West Second Street Frankfort, KY 40601 Phone: 502-875-8500 [email protected]

Andy Taft President, Downtown Fort Worth, Inc. 777 Taylor Street Suite 100 Fort Worth, TX 76102 Phone: 817.870.1692 [email protected] * *CC: Carole Robinson, [email protected]

4 NCL Board Committee List June 2017 (Last Updated: 6/2/2017)

.EXECUTIVE COMMITTEE Chair, Derek Okubo Vice Chair, Hon. Kenny Alexander Treasurer, Valerie Lemmie Secretary, Alberto Olivas Past-Chair, Hon. David Sander Finance Committee Chair, Jim Cloar Program Committee Chair, Hon. Ron Loveridge Marketing & Development Committee Chair, Maureen McDonald Nominating Committee Chair, David Palmer President, Doug Linkhart

FINANCE COMMITTEE MARKETING & DEVELOPMENT COMMITTEE Jim Cloar (Chair) Maureen McDonald (Chair) Valerie Lemmie (Treasurer) Jim Cloar Lee Feldman Brad Cole Reyna Farrales Valerie Lemmie Alberto Olivas Derek Okubo Derek Okubo Andy Taft Cindy Steinhauser Dr. Lyle Wray

PROGRAM COMMITTEE NOMINATING COMMITTEE Hon. Ron Loveridge (Chair) David Palmer (Chair) Jim Cloar Terry Minger Dr. Jarvis Hall Alberto Olivas Glenda Hood Derek Okubo (Board Chair) Derek Okubo Angela Romans Hon. David Sander Hon. David Sander (Past Brd Chair) Anthony Santiago Dr. Lyle Wray Andy Taft Dr. Lyle Wray

5 DRAFT National Civic League Board Meeting Minutes March 10, 2017 Offices of the Kettering Foundation, Washington D.C.

Board Members in Attendance: Derek Okubo, Alberto Olivas, Valerie Lemmie, Jim Cloar (by phone), Hon. Ron Loveridge, Maureen McDonald, Hon. Steve Hogan (by phone), Hon. David Sander, Terry Minger, Angela Romans, Dennis Campa, Lyle Wray, Anthony Santiago, Andy Taft, Doug Linkhart Board Members Not Present: Hon. Kenneth Alexander, Hon. Brad Cole, Reyna Farrales, Lee Feldman, Jarvis Hall, Glenda Hood, David Palmer, Cindy Steinhauser, Hon. Angel Taveras Staff Members in Attendance: Sarah Lipscomb, Aaron Leavy, Carla Kimbrough, Mike McGrath, Sue Lawson Gonzales Guest Speakers: • Dr Gail Christopher, Vice President for Policy and Senior Advisor, W. K. Kellogg Foundation • Ralph Smith, Managing Director, and Ron Fairchild, Support Center Director, from the Campaign for Grade Level Reading

Board Chair, the Derek Okubo, convened the meeting at 9:04 EST and established a quorum.

Approval of November Board Minutes MOTION: The November 18, 2016 Board Minutes were unanimously approved, on condition that the requested changes are made, including: • Modifying the list of organizational objectives by replacing the word “uses” with the word “objectives” in Item #C.6. • Updating the list of proposed accrual rates for Paid Time Off, replacing “hours” with “days”. Motion: Alberto Olivas. Second: Maureen McDonald. None opposed. No abstentions.

Treasurer’s Report, Valerie Lemmie, Board Treasurer, and Doug Linkhart, NCL President NCL Financials, Year-End 2016 and YTD February 28, 2017 -- In reviewing the February Balance Sheet, Doug shared details about how NCL fulfilled the Board’s directive to repay the endowment. Using the handout that is attached as an addendum to these minutes, he clarified related adjustments to the investment. He also reminded the Board that the board-designated $100,000 “Rainy Day Fund” is now included as part of the endowment. Finance Committee Chair, Jim Cloar, noted that the Finance Committee is recommending approval of the 2016 Financials. MOTION: The NCL Financials for both Year-End 2016 and YTD February 28, 2017 were accepted by unanimous vote. Motion: Valerie Lemmie. Second: Maureen McDonald. None opposed. No abstentions.

Related Comments Re: the $25,000 in scholarships used to help youth and other participants attend the All-America City Awards conference – Alberto encouraged staff to consider strategies to make this initiative stronger and more sustainable, such as setting a cap for related expenditures and refining selection criteria to be even clearer and more strategically-focused. Anthony offered to share the template that National League of Cities uses for similar types of scholarships.

Finance Committee Report, Jim Cloar, Committee Chair, and Doug Linkhart, NCL President Update on Endowment Repayment – Adding to the information shared as part of the Treasurer’s report, Doug mentioned that the Board has also directed NCL to use interest earned from endowment funds. Ultimately, NCL’s goal is to earn up to $200,000 through fund investments and other unrestricted income. This would amount to 1/3 of NCL’s current budget. See Addendum A of these minutes for additional details.

Proposed PTO Cash Reserve -- (Excerpt, Finance Committee Report, March 10 Meeting Packet) Proposal to the NCL Board, as approved by the Finance Committee, February 23, 2016: Be it resolved that $9,000.00 of the net revenue from 2016 be set aside to create a “PTO Cash Reserve” sufficient to cover the average accumulated paid time-off leave for an NCL employee, based on the average salary to be paid in 2017. It is the intent of the Board that the value of this fund be increased each year to track changes in salaries and be replenished whenever an employee leaving the organization results in the balance in this fund being reduced. MOTION: The motion to approve establishment of the PTO Cash Reserve, as proposed, was unanimously approved. Motion: Jim Cloar. Second: Lyle Wray. None opposed. No abstentions.

President’s Report, Doug Linkhart, NCL President -- Doug shared an update on NCL’s initiative to recruit senior fellows and encouraged board members who are or have been city managers to get involved and/or share the opportunity with colleagues.

Several of NCL’s 2017 priorities involve changes in NCL’s digital footprint to help expand the reach of our ideas, champion sustainable community engagement solutions and impact the national conversation. Projects include updating the web page, increasing our presence on social media and transitioning to electronic publishing so that we can offer digital access to the National Civic Review’s (NCR) archives for members of NCL, International City/County Management Association (ICMA) and National League of Cities (NLC).

Related Discussion about NCL Membership – The briefing about sharing access to NCR archives stimulated a broader discussion about NCL membership, including the following topics and suggestions:

• If NCL is going to promote membership to city managers and mayors, we will need to work on ways to improve benefits and improve the key messages and materials available to support the ask. • Although there is room for growth by adding sustaining members, NCL, like ICMA and NCR, does not anticipate that membership will ever grow to be a principal revenue stream. • NCL is focusing on ways to deepen and sustain its existing network of current and past members, especially among AAC Award winners, and expanding the fee for service dimension of our work. • Additional suggestions included support for the new offer of a “free consultation” for members and the idea of charging a fee for the use of the AAC logo.

Related Discussion about Online Video Content – The briefing about increasing NCL’s presence on social media and electronic publishing led to discussions of video as one of the most effective tools for deepening our digital outreach, including the following topics and suggestions:

• Short Facebook videos and other dynamic content could help NCL recruit, promote NCR articles and fit into the type of online discourses being led by other “meeting of the minds” /thought leader organizations • However, we need to proceed with some caution, because video, blogs and other dynamic content can be very staff intensive

7 All-America City Awards (AAC), Sarah Lipscomb, NCL Program Director, All-America City Award and Community Assistance -- Sarah thanked board members for filling out the surveys and stressed that Board feedback and suggestions are always welcome. AAC 500 – In addition to working on the 2017 and 2018 events, NCL is deepening its outreach to our 65+ year- old network of past AAC Award-winning communities, including expanded offerings of best practice webinars and possibly setting up a LinkedIn page for networking.

2018 AAC Awards - NCL is focused on pushing the 2018 applications and has already begun fielding questions from applicants. NCL will be promoting the 2018 opportunity during the 2017 event’s closing plenary session.

2017 Awards Ceremony/ Plenary Session – This luncheon session (Noon-2:00) occurs right before the NCL Board Meeting at 2:30 on Friday, June 16. Board members were encouraged to attend.

Program Committee Report re: All-America Conversations, Hon. Ron Loveridge, Committee Chair, and Aaron Leavy, NCL Program Director, Sustainability and Civic Engagement - Ron opened with the observation that he is seeing a positive change in the tone of political discourse and the language being used to discuss civic processes and that the role of the All-America Conversation project is evolving in that context. Aaron shared that NCL is now focusing on how to increase interest and deepen the use of the All-America Conversation “meeting in a box” around the country. We have some evidence that a couple of cities may be adopting part of the toolkit to support similar dialogues. The City of Tupelo was the first city to host an All- America Conversation. So our goal now is to support Tupelo and other cities that are using this process, recruit additional cities to adopt the process and seek opportunities for recording the evolution of these dialogues. The very best way for board members to help is to provide leads and introductions. Related Suggestions • Reach out to IAP2 and The Democracy Commitment/American Democracy Project (higher education initiatives) • Reach out to National Coalition on Dialogue and Democracy (NCDD) (Aaron confirms that NCL Is already coordinating with NCDD to get the word out.) • Angela and Alberto offered to join a call with staff to discuss some of the other ground-up initiatives that are evolving on campuses to advance civic education • Strong recommendation that NCL emphasize its commitment to remain non-partisan

Proposal for Board Committee on Marketing and Development, Derek Okubo, Board Chair, and Doug Linkhart, NCL President -- The committee will focus on branding and fundraising. Doug thanked Maureen McDonald for agreeing to serve as the committee’s chair. Interested board members were encouraged to contact Doug or Maureen. The committee was added to the list of Board committees without objection. Location for the November Board Meeting MOTION: The motion to hold the NCL Board’s 2017 Annual Meeting in Washington DC was passed by a majority vote. Motion: Alberto Olivas. Second: Lyle Wray. One opposed, David Sander. One abstained, Anthony Santiago.

Discussion of the Motion included the following topics and comments:

8 • It is important for the notes to reflect the fact that this decision does not reflect any opposition to the National League of Cities. • Rather this decision is motivated by the concerns of a portion of the board, specifically about: o Meeting in North Carolina while laws are still in effect that impede the rights of municipalities to pass civil rights ordinances that will protect members of the LGBTQ community. o The conflict between the circumstances described above and NCL’s commitment to advancing civic engagement and inclusive communities.

Guest Speaker: Dr. Gail Christopher, Vice President for Policy and Senior Advisor, W. K. Kellogg Foundation (WKKF) -- Dr Christopher shared details on the framework that WKKF is using to structure the Truth, Racial Healing and Transformation (TRHT) initiative that includes NCL’s work. Phase I is a national design process, centered on five components: 1. Changing the narrative re: race 2. Opportunities to form healing circles, safe spaces to forge meaningful relationships and dialogue

And, Explorations of Ways to Understand and Dismantle Hierarchy 3. Segregation, Isolation and Colonization 4. Legal System Hierarchies 5. Economic Hierarchies

The next steps will be to work through a set of regional design processes and produce plans and implementation guides. Dr. Christopher reported that the current network of groups and communities involved in these processes is estimated to have a combined reach of more than 200 million. Other quantitative and qualitative success measures are being developed as part of the design process.

In particular, she noted that it can be challenging to measure degrees of colonization. In a related discussion, Alberto cited the example of measuring sovereignty by tracking a population’s ability to enforce laws and prosecute crime (e.g., tribal communities seeking to prosecute non-tribal members).

NOTE: For more details, follow this LINK to the WKKF’s TRHT page: https://www.wkkf.org/what-we-do/racial- equity/truth-racial-healing-transformation

Guest Speakers: Ralph Smith, Managing Director, and Ron Fairchild, Support Center Director, from the Campaign for Grade Level Reading (CGLR) – Ralph Smith provided context by sharing some of the reasons that the Casey Foundation adopted grade-level reading as a part of their initiatives to disrupt inter-generational poverty, including: • GLR was a way to build on the legacy of Casey’s work with juvenile justice • GLR skills are predictive for High school graduation and college-readiness , which can be critical factors for individuals breaking out of inter-generational poverty

The partnership with NCL began with a 2010 National Civic Review article, featuring a community that was working on grade-level reading, and a follow up conversation with NCL’s now past president, Gloria Rubio- Cortes. Smith credited NCL with helping CGLR grow exponentially as a result of the AAC licensing agreement that allowed CGLR to showcase their program through the 2012 AAC Awards. This year’s event will be a

9 celebration of the growth and the impact that grade-level reading has had on communities throughout the country.

Ron Fairchild emphasized that the 2017 AAC Awards application had set a very high bar, combining GLR program criteria with NCL’s AAC criteria for community engagement. He reported the CGLR had received 53 applications, to be assessed by representatives of CGLR, NCL and a team of reading education peers. He thanked Sarah Lipscomb and Doug Linkhart for their engagement and support.

Fairchild stated that one of CGLR’s primary goals in hosting the 2017 AAC Awards event will be to galvanize substantive progress on the larger issue of closing the gaps between the opportunities and support that public education systems are providing low income kids and what those kids actually need. The aspiration is for educators, students and their allies to share their stories and for CGLR to distill meaningful strategies and tools that can help the entire GLR network move forward.

In closing, Ralph Smith offered special thanks to NCL Board Member, Terry Minger , stating that none of this success would have been possible without Terry’s tireless efforts. Terry and Derek both emphasized that NCL’s partnership with CGLR is a win-win for both groups. Valerie thanked CGLR for their presentation and their work. Derek confirmed that NCL and the City of Denver are excited for GCLR to come to Denver.

Kerner Commission Report, Doug Linkhart, NCL President – Doug reminded board members to take their copy of the Kerner Commission Report and urged them to read the introductory section as a reminder for how much work is still left to be done in advancing civil rights and why NCL’s role in supporting Kellogg’s racial healing work is important.

Meeting Close - Derek thanked Valerie Lemmie and Kettering for hosting the meeting and the meals and thanked the staff and board members for their work. MOTION: A motion to adjourn the meeting was unanimously approved. Motion: Maureen McDonald. Second: Angela Romans. None opposed. No abstentions.

ADDENDUMS ADDENDUM A (attached): Endowment Repayment Report for February 2017

10 11 National Civic League Executive Committee Meeting Minutes May 12, 2017 10:00 MDT, Phone Conference

Board Members in Attendance: Derek Okubo, Jim Cloar, Valerie Lemmie, Maureen McDonald, David Palmer, Doug Linkhart Board Members Not Present: Hon. Kenneth Alexander, Alberto Olivas, Hon. Ron Loveridge, Hon. David Sander Staff Members in Attendance: Sue Lawson Gonzales

Board Chair, Derek Okubo, convened the meeting at 10:02 MDT.

The Committee reviewed one existing contract and reviewed and approved a contract and two proposed inter-organizational agreements.

Review of Contract for Kellogg Grant Evaluation, Corona Insights, $24,720: NCL is required to spend $20,932 each year to evaluate its work for WKKF. NCL decided to contract with Corona since their proposal better fit our needs for outside evaluation expertise.

Approval of Contract for Website Redesign, StudioSimpatico, $15,000: The RFP for this work was released on February 15, 2017. Over the course of six weeks, NCL's marketing/development contractor facilitated communication with 32 prospective bidders, and 16 of those companies submitted bids before the deadline of April 1. A committee made up of Doug, Sue, Aaron, and the marketing/development contractor decided that StudioSimpatico was the best fit. Reasons for their selection include: we like the more personalized feel of their two-person team, their sample websites were the favorites of the committee, and their communication style during the bidding process was preferred. MOTION: The $15,000 contract with StudioSimpatico for website redesign was approved unanimously. Motion: Jim Cloar. Second: David Palmer. None opposed. None opposed. No abstentions.

Approval of Proposed MOU with the International City/County Manager’s Association (ICMA): Doug has been meeting with ICMA management about enhancing and codifying our relationship. There is no money involved in the transaction at this point. Board oversight will include briefings to and input from the Marketing and Development Committee. MOTION: The Memorandum of Understanding with the International City/County Manager’s Association (ICMA) was approved unanimously. Motion: Jim Cloar. Second: David Palmer. No abstentions.

Proposed License Agreement with the Campaign for Grade-Level Reading (GLR). For Board Approval in Concept Only, unless GLR replies by Friday: The Campaign for Grade-Level Reading (GLR) signed a license agreement with NCL in 2013 (later amended) to use All-America Cities for their program in 2016 and 2017. The proposed agreement would amend and renew that license agreement for AAC in 2021, with GLR paying the League $25,000 in each of the next four years and a license amount upfront of $100,000. MOTION: The License Agreement with the Campaign for Grade-Level Reading (GLR) was approved unanimously, pending acceptance of the agreement by GLR, with flexibility for Doug to negotiate any final details. Motion: Jim Cloar. Second: Valerie Lemmie. None opposed. No abstentions.

12 National Civic League Finance Committee Meeting Minutes May 30, 2017 11:00 AM EST, Phone Conference

Finance Committee Members in Attendance: Jim Cloar, Valerie Lemmie, Lee Feldman, Alberto Olivas, Reyna Farrales, Doug Linkhart Finance Committee Members Not Present: Hon. David Sander, Cindy Steinhauser Staff Member in Attendance: Sue Lawson Gonzales Guest Speakers: Uyen Pavelis and Lara Thrailkill, audit team from Ryan, Gunsauls & O’Donnell (RGO)

Committee Chair, Jim Cloar, convened the meeting at 11:04 a.m. EST and established a quorum.

Recommendation for NCL Board to Accept 2016 Audit Report The RGO audit team reviewed the 2016 Financial Statement and notes, the Internal Control Letter and the Management Control Letter, answering committee member questions throughout the presentation. Related questions and discussions included the topic of whether NCL should track and report on in-kind contributions from individual board members. The topic was deferred for discussion at a future meeting. MOTION: The NCL Finance Committee recommends that the National Civic League Board of Directors accept the 2016 Audi Report. Motion: Lee Feldman. Second: Valerie Lemmie. None abstained.

To the Board of Directors and Management of National Civic League of Colorado, Inc.

In planning and performing our audit of the financial statements of National Civic League of Colorado, Inc. as of and for the year ended December 31, 2016, in accordance with auditing standards generally accepted in the United States of America, we considered National Civic League of Colorado, Inc.’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Organization’s internal control. Accordingly, we do not express an opinion on the effectiveness of the Organization’s internal control.

Our consideration of internal control was for the limited purpose described in the preceding paragraph and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies and, therefore, material weaknesses or significant deficiencies may exist that were not identified. However, as discussed below, we identified certain deficiencies in internal control that we consider to be significant deficiencies.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies in internal control, such that there is a reasonable possibility that a material misstatement of the Organization’s financial statements will not be prevented, or detected and corrected, on a timely basis. We did not identify any deficiencies in internal control that we consider to be material weaknesses.

A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. We consider the following deficiencies in National Civic League of Colorado, Inc.’s internal control to be significant deficiencies:

Proper Recording of Payables in Accounting System

During the audit, we noted that the 2015 adjustment to accounts payable was not reversed; as a result, the accounts payable aging report showed transactions as outstanding that have already been paid. The expense of $2,233 was booked in both years, and overstated expense in 2016. We recommend that procedures are put in place so that the aging reports are reviewed by a supervisor to ensure that expenses are recorded correctly throughout the year, and that errors such as these are corrected before month-end and year-end statements are produced.

5590 East Yale Avenue, Suite 201 | Denver, Colorado 80222 Tel 303.758.5558 | Fax 303.756.1741 | www.rgo-cpa.com

Member of American Institute of Certified Public Accountants | Member of Colorado Society of Certified Public Accountants

Sound control procedures require that all accounting work performed by the Office and Communications Manager be reviewed by another person. This person can be the President or someone from the Finance Committee- to be performed on a regular basis (monthly, quarterly, semi-annual, and especially at year-end before the audit). This review should be performed by someone knowledgeable in financial statements preparation so that accounting or clerical errors (which are inevitable in every organization) to be fixed in a timely manner. We also recommend that the reviewer initial the document he/she reviews in order to show that the control procedure has been performed.

Tracking In-Kind Revenues and Expenses

In-kind revenue and expense is recognized when services are performed or goods are received. During the audit, we found that in-kind revenue and expense related to travel vouchers received from Southwest Airlines were not being recorded in the trial balance.

While donated goods and services have a net effect on the statement of activities in most instances, their disclosure in the financial statement footnotes show the type of support NCL receives from outside sources that would not otherwise be recognized. Under generally accepted accounting principles (GAAP), nonprofit organizations can recognize donated goods at their fair market value on the date of donations, and professional services that the organization would otherwise have been required to pay (legal or IT services). Unskilled labor cannot be recorded as revenue and expense in the financial statements but can be disclosed in the notes to those financial statements.

We recommend that a review be performed of all donated goods and services NCL receives that might be eligible to be recorded in the financial statements, and to record those items in the financial statements or track them for disclosure in the notes to the financial statements.

This communication is intended solely for the information and use of management, the Board of Directors and others within the Organization, and is not intended to be and should not be used by anyone other than these specified parties.

Denver, Colorado May 31, 2017

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May 31, 2017

Board of Directors and Management of National Civic League of Colorado, Inc.

We have audited the financial statements of National Civic League of Colorado, Inc. for the year ended December 31, 2016, and have issued our report thereon dated May 31, 2017. Professional standards require that we provide you with information about our responsibilities under generally accepted auditing standards, as well as certain information related to the planned scope and timing of our audit. We have communicated such information in our letter to you dated May 31, 2017. Professional standards also require that we communicate to you the following information related to our audit.

Significant Audit Findings

Qualitative Aspects of Accounting Practices

Management is responsible for the selection and use of appropriate accounting policies. The significant accounting policies used by National Civic League of Colorado, Inc. are described in Note 2 to the financial statements. No new accounting policies were adopted and the application of existing policies was not changed during 2016. We noted no transactions entered into by the Organization during the year for which there is a lack of authoritative guidance or consensus. All significant transactions have been recognized in the financial statements in the proper period.

Accounting estimates are an integral part of the financial statements prepared by management and are based on management’s knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected.

The financial statement disclosures are neutral, consistent, and clear.

Difficulties Encountered in Performing the Audit

We encountered no significant difficulties in dealing with management in performing and completing our audit.

5590 East Yale Avenue, Suite 201 | Denver, Colorado 80222 Tel 303.758.5558 | Fax 303.756.1741 | www.rgo-cpa.com

Member of American Institute of Certified Public Accountants | Member of Colorado Society of Certified Public Accountants 16

Corrected and Uncorrected Misstatements

Professional standards require us to accumulate all misstatements identified during the audit, other than those that are clearly trivial, and communicate them to the appropriate level of management. Management has corrected all such misstatements. In addition, none of the misstatements detected as a result of audit procedures and corrected by management were material, either individually or in the aggregate, to the financial statements taken as a whole.

Disagreements with Management

For purposes of this letter, a disagreement with management is a financial accounting, reporting, or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditor’s report. We are pleased to report that no such disagreements arose during the course of our audit.

Management Representations

We have requested certain representations from management that are included in the management representation letter dated May 31, 2017.

Management Consultations with Other Independent Accountants

In some cases, management may decide to consult with other accountants about auditing and accounting matters, similar to obtaining a “second opinion” on certain situations. If a consultation involves application of an accounting principle to the Organization’s financial statements or a determination of the type of auditor’s opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine that the consultant has all the relevant facts. To our knowledge, there were no such consultations with other accountants.

Other Audit Findings or Issues

We generally discuss a variety of matters, including the application of accounting principles and auditing standards, with management each year prior to retention as the Organization’s auditors. However, these discussions occurred in the normal course of our professional relationship and our responses were not a condition to our retention.

Other Matters

Continuing Education for QuickBooks

Due to the control comment made in the 2016 audit, we recommend that management, the finance committee, and the Board of Directors support the accounting department in QuickBooks continuing education. The investment in the continuing education of QuickBooks is essential in ensuring that the accounting department is up-to-date with any new software changes, and that transactions are being recorded properly on a daily basis.

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In light of the highly critical, complex, and changing nature of NCL, we believe that regular continuing training in QuickBooks is crucial to an effective and efficient accounting function at NCL.

This information is intended solely for the use of the Board of Directors and management of National Civic League of Colorado, Inc. and is not intended to be, and should not be, used by anyone other than these specified parties.

Very truly yours,

Ryan, Gunsauls, & O’Donnell, LLC

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18 NCL Management Responses to Audit Issues 2017 Audit

Governance Letter: Significant Deficiencies

1) Timely Adjustments to Accounts Payable Category

We understand the finding regarding not reversing the accounts payable entry made in 2015 when the amounts were paid in 2016. This occurred at a time of transition in bookkeepers at the League and was not addressed in a timely fashion. We will make sure that such entries are made in the future, partly through more thorough review of the monthly statements.

2) Tracking In-Kind Revenues and Expenses

In-kind revenues and expenses were not properly recognized in our trial balance, and will be in the future.

Management Letter: Other Audit Findings or Issues

1) Other Matters: Continuing Education for QuickBooks

We agree that regular training in QuickBooks is a necessary ingredient for accurate financial record-keeping, and will make arrangements for this to occur.

19 NATIONAL CIVIC LEAGUE OF COLORADO, INC.

Financial Statements

For the Years Ended December 31, 2016 and 2015

DRAFT

20 INDEX TO FINANCIAL STATEMENTS

Page

Independent Auditors’ Report 1-2

Statements of Financial Position 3

Statements of Activities 4-5

Statements of Functional Expenses 6-7

Statements of Cash Flows 8

Notes to Financial Statements 9-16

DRAFT

21 NATIONAL CIVIC LEAGUE OF COLORADO, INC. Statements of Financial Position December 31, 2016 and 2015

ASSETS 2016 2015 Current assets: Cash: Cash and cash equivalents $ 119,273 $ 120,021 Unrestricted cash portion - permanently restricted endowment - 9,284 Restricted cash - board restricted endowment 78,567 - Restricted cash - fiscal sponsorship - 13,188 Board restricted endowment - money market - 14,190 Contributions receivable 318,954 50,820 Prepaid expenses 22,000 - Total current assets 538,794 207,503 Property and equipment, net 5,728 1,492

Non current assets: Investments - board designated 607,174 500,000 Investments - permanently restricted endowment 25,000 25,000 Security deposit 2,048 700 Total non current assets 634,222 525,700 Total assets $ 1,178,744 $ 734,695

LIABILITIES AND NET ASSETS

Liabilities: Accounts payable $ 3,894 $ 5,912 Fiscal sponsorship liability - 13,188 Compensated absences 9,012 3,078 Total current liabilities 12,906 22,178 Total liabilities DRAFT 12,906 22,178 Net assets: Unrestricted: Undesignated 56,146 127,517 Board designated - endowment 685,741 500,000 Total unrestricted 741,887 627,517 Temporarily restricted 398,951 60,000 Permanently restricted - endowment 25,000 25,000

Total net assets 1,165,838 712,517 Total liabilities and net assets $ 1,178,744 $ 734,695

See accompanying independent auditors' report and notes to financial statements.

22 -3- NATIONAL CIVIC LEAGUE OF COLORADO, INC. Statement of Activities For the Year Ended December 31, 2016

Temporarily Permanently Unrestricted restricted restricted Total Revenue and support: Contributions $ 320,953 $ 347,522 $ - $ 668,475 Civic assistance 153,426 - 153,426 Program revenue 127,555 - - 127,555 Membership dues 36,420 - - 36,420 In-kind donations 21,600 - - 21,600 Unrealized gain on investments 18,079 - - 18,079 Earnings on investments 14,082 - - 14,082 Publication revenue 7,390 - - 7,390 Released from restriction 8,571 (8,571) - -

Total revenue and support 708,076 338,951 - 1,047,027

Functional expenses: Program services 441,751 - - 441,751 General and administrative 130,034 - - 130,034 Fundraising 21,921 - - 21,921

Total expenses 593,706 - - 593,706

Change in net assets 114,370 338,951 - 453,321

Net assets at beginning of year 627,517 60,000 25,000 712,517 Net assets at end of yearDRAFT $ 741,887 $ 398,951 $ 25,000 $ 1,165,838

See accompanying independent auditors' report and notes to financial statements.

-4-23 NATIONAL CIVIC LEAGUE OF COLORADO, INC. Statement of Activities For the Year Ended December 31, 2015

Temporarily Permanently Unrestricted restricted restricted Total Revenue and support: Contributions $ 35,893 $ 144,000 $ - $ 179,893 Civic assistance 74,140 - 74,140 Program revenue 52,407 - - 52,407 Membership dues 24,775 - - 24,775 In-kind donations 16,800 - - 16,800 Earnings on investments 13,319 - - 13,319 Publication revenue 8,246 - - 8,246 Unrealized gain on investments 4,715 - - 4,715 Released from restriction 264,000 (264,000) - -

Total revenue and support 494,295 (120,000) - 374,295

Functional expenses: Program services 419,735 - - 419,735 General and administrative 30,898 - - 30,898 Fundraising 11,966 - - 11,966

Total expenses 462,599 - - 462,599

Change in net assets 31,696 (120,000) - (88,304)

Net assets at beginning of year as previously reported 291,279 180,000 329,542 800,821

Prior period adjustment 304,542 - (304,542) -

Net assets at beginning of year 595,821 180,000 25,000 800,821 Net assets at end of yearDRAFT $ 627,517 $ 60,000 $ 25,000 $ 712,517

See accompanying independent auditors' report and notes to financial statements.

24 -5- NATIONAL CIVIC LEAGUE OF COLORADO, INC. Statement of Functional Expenses For the Year Ended December 31, 2016

Program services Total Support services Total All-America Advisory Community Member program General and support Cities services assistance services services administrative Fundraising services Total

Salaries and wages $ 46,341 $ 116,844 $ 23,744 $ 33,410 $ 220,339 $ 100,061 $ 12,722 $ 112,783 $ 333,122 Payroll taxes and benefits 8,466 21,343 4,339 6,104 40,252 17,685 2,326 20,011 60,263 Conferences and meetings 33,466 754 - - 34,220 - 2,096 2,096 36,316 Transportation and travel 2,422 17,199 10,309 317 30,247 737 969 1,706 31,953 Occupancy 5,719 15,099 2,696 2,480 25,994 - - - 25,994 Grant and awards 17,000 4,576 - 100 21,676 - - - 21,676 In-kind expense 1,653 11,737 7,035 216 20,641 297 662 959 21,600 Office supplies and expenses 6,179 4,782 972 1,918 13,851 3,970 588 4,558 18,409 Contract services 9,361 1,467 295 1,255 12,378 804 248 1,052 13,430 Professional fees 1,736 4,377 890 1,252 8,255 3,852 477 4,329 12,584 Printing and publications 5,641 124 835 3,298 9,898 103 1,602 1,705 11,603 Insurance 521 1,314 267 376 2,478 1,090 143 1,233 3,711 Miscellaneous expense 320 807 164 231 1,522 527 88 615 2,137

Total expenses before depreciation 138,825 200,423 51,546 50,957 441,751 129,126 21,921 151,047 592,798

Depreciation - - - - - 908 - 908 908 Total expenses $ 138,825 $ 200,423 DRAFT$ 51,546 $ 50,957 $ 441,751 $ 130,034 $ 21,921 $ 151,955 $ 593,706

See accompanying independent auditors' eport and notes to financial statements.

-6-25 NATIONAL CIVIC LEAGUE OF COLORADO, INC. Statement of Functional Expenses For the Year Ended December 31, 2015

Program services Total Support services Total All-America Advisory Member program General and support Cities Services Services services administrative Fundraising services Total

Salaries and wages $ 196,458 $ 54,555 $ 37,115 $ 288,128 $ 17,433 $ 9,433 $ 26,866 $ 314,994 Payroll taxes and benefits 33,440 8,730 6,263 48,433 1,477 1,622 3,099 51,532 In-kind expense 16,800 - - 16,800 - - - 16,800 Conferences and meetings 20,320 50 - 20,370 - - - 20,370 Office supplies and expenses 6,415 1,504 1,011 8,930 5,544 254 5,798 14,728 Printing and publications 4,744 8 4,331 9,083 1 1 2 9,085 Professional fees 5,755 1,523 1,062 8,340 267 267 534 8,874 Transportation and travel 5,490 1,271 248 7,009 1,744 7 1,751 8,760 Occupancy 5,304 1,568 1,034 7,906 287 267 554 8,460 Miscellaneous expense - - - - 3,505 - 3,505 3,505 Insurance 1,841 481 340 2,662 85 85 170 2,832 Contract services 656 797 621 2,074 530 30 560 2,634 Grant and awards ------

Total expenses before depreciation 297,223 70,487 52,025 419,735 30,873 11,966 42,839 462,574

Depreciation - - - - 25 - 25 25 Total expenses $ 297,223 $ DRAFT 70,487 $ 52,025 $ 419,735 $ 30,898 $ 11,966 $ 42,864 $ 462,599

See accompanying independent auditors' report and notes to financial statements.

-7- 26 NATIONAL CIVIC LEAGUE OF COLORADO, INC. Statements of Cash Flows For the Years Ended December 31, 2016 and 2015

2016 2015 Cash flows from operating activities: Change in net assets $ 453,321 $ (88,304) Adjustments to reconcile change in net assets to net cash provided by (used in) operating activities: Unrealized gain on investments (18,079) (4,715) Realized loss on investments 463 - Depreciation 908 25 (Increase) decrease in operating assets: Contributions receivable (268,134) (20,820) Inventory - 2,001 Prepaid and other expenses (22,000) - Security deposit (1,348) - Increase (decrease) in operating liabilities: Accounts payable (2,018) 5,886 Fiscal sponsorship liability (13,188) 13,188 Compensated absences 5,934 (2,253)

Net cash provided by (used in) operating activities 135,859 (94,992)

Cash flows from investing activities: Purchase of property and equipment (5,144) (1,517) Purchase of investments (100,000) - Proceeds received from investments 39,080 - Interest and dividends reinvested (14,448) (38,319)

Net cash used in investing activities (80,512) (39,836)

Net change in cash 55,347 (134,828) Total cash, beginning of year DRAFT 142,493 277,321 Total cash, end of year $ 197,840 $ 142,493

Cash and cash equivalents $ 119,273 120,021 Unrestricted cash portion - permanently restricted endowment - 9,284 Restricted cash portion - board restricted endowment 78,567 - Restricted cash portion - fiscal sponsorship - 13,188

Total cash, end of year $ 197,840 $ 142,493

See accompanying independent auditors' report and notes to financial statements.

27 -8- NATIONAL CIVIC LEAGUE OF COLORADO, INC. Notes to Financial Statements December 31, 2016 and 2015 Note 1: Nature of Operations

The National Civic League of Colorado, Inc. dba National Civic League (NCL) a Colorado non-profit corporation, was originally founded in 1894 as the National Municipal League. NCL’s mission is to strengthen democracy by increasing the capacity of all of our nation’s people to effectively and responsibly participate in and build healthy, prosperous communities across America. The goals of NCL’s programs are to: 1) work with government, business, nonprofit, and community organizations to diagnose community challenges and to implement community-wide action plans; 2) encourage and honor civic excellence through the All-America City Awards program; and 3) publish quarterly journals that focus on innovative problem-solving related to local communities.

Note 2: Summary of Significant Accounting Policies

Financial Statement Presentation

Financial statement presentation is in accordance with Presentation of Financial Statements of Not-for-Profit Organizations. NCL is required to report information regarding its financial position and activities according to three classes of net assets: unrestricted, temporarily restricted, and permanently restricted net assets.

Basis of Accounting

The financial statements of NCL have been prepared on the accrual basis of accounting and accordingly reflect all significant receivables, payables and other liabilities.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actualDRAFT results could differ from those estimates. Cash and Cash Equivalents

For the purposes of the statements of cash flows, NCL considers all demand deposit accounts and highly liquid investments with original maturities of three months or less to be cash equivalents.

Restricted Cash – Fiscal Sponsorship

NCL acted as a pass-through entity for other non-profit entities and held funds for these entities to be dispensed at their discretion as specified in agreements. NCL terminated all of their fiscal sponsorship relationships in 2016. Restricted cash and the related fiscal sponsorship liability was $-0- and $13,188 at December 31, 2016 and 2015, respectively.

-9- 28 NATIONAL CIVIC LEAGUE OF COLORADO, INC. Notes to Financial Statements December 31, 2016 and 2015 Note 2: Summary of Significant Accounting Policies, continued

Contributions Receivable

Under Accounting for Contributions Received and Contributions Made, contributions are reported as increases in unrestricted net assets if the restrictions expire in the fiscal year in which the contributions are recognized. All other donor-restricted contributions are reported as increases in temporarily or permanently restricted net assets depending on the nature of the restriction. When a restriction expires, temporarily restricted net assets are re-classified to unrestricted net assets.

NCL’s contributions receivable consist of foundation grants awarded and not yet received, which have historically proven to be fully collectible. Accordingly, an allowance for bad debts is not considered necessary and the direct write-off method is used for recognizing bad debts. Using the direct write off method does not result in a material difference from the allowance method.

Property and Equipment

Fixed assets are carried at cost if purchased; or at fair market value on the date received, if donated. Expenditures for maintenance and repairs are charged to expense as incurred. It is NCL’s policy to capitalize assets whose costs exceed $1,000. All other items are expensed. Depreciation of property and equipment is depreciated on a straight-line basis over the useful life of the assets, which range from 3-5 years. Depreciation expense for the years ended December 31, 2016 was $908 and $908, respectively.

Investments

Investments are carried at fair value determined by quoted prices on the last business day of the fiscal year. Donated investments are recorded at fair value at the date of receipt. Investment income may be either unrestricted or temporarily restricted when earned, according to donor- imposed restrictions.

Compensated Absences

In accordance with AccountingDRAFT for Compensated Absences, NCL accrues vacation pay when earned. The liability for earned but unused balances at December 31, 2016 totaled $9,012 and $3,078, respectively.

Revenue and Support

The primary sources of revenue for NCL are contributions, grants, civic assistance, and in- kind donations. Revenue is recognized when it is earned. Contributions are recognized at the date of the donation as unrestricted, temporarily restricted or permanently restricted support depending on the nature and/or existence of any donor restrictions.

-10- 29 NATIONAL CIVIC LEAGUE OF COLORADO, INC. Notes to Financial Statements December 31, 2016 and 2015 Note 2: Summary of Significant Accounting Policies, continued

Donated Materials and Services

Donated services are recognized as contributions in accordance with Accounting for Contributions Received and Contributions Made, if services (a) create or enhance nonfinancial assets or (b) require specialized skills, are performed by people with those skills, and would otherwise be purchased by NCL. Donated materials are valued as of the date of contribution and recognized accordingly. Donated services for the years ended December 31, 2016 were $21,600 and $16,800, respectively.

Income Taxes

No provisions for income taxes is provided as NCL is exempt under Section 501(c)(3) of the internal Revenue Code (the Code) and the Colorado Income Tax Act of 1964. As a charitable organization, only unrelated business income, as defined by Section 509(a)(2) of the Code, is subject to federal income tax. NCL had no unrelated business income tax liability at December 31, 2016 and 2015.

NCL has evaluated its tax position for all open tax years. Currently, the year open for tax authority examination are 2013 through 2015 by the Internal Revenue Service. However, NCL is not currently under audit nor has it been contacted by this taxing authority. Based on the evaluation of NCL’s tax positions, management believes all tax positions taken would be upheld under and examination. Therefore, no provision for the effects of uncertain tax positions have been recorded for the years ended December 31, 2016 and 2015.

Functional Allocation of Expenses

The costs of providing the various programs and other activities have been summarized on a functional basis in the statements of activities and the statements of functional expenses. Accordingly, certain costs have been allocated among the programs and supporting services benefited. DRAFT Note 3: Credit Risk of Cash and Cash Equivalents

NCL maintains its cash balances at several financial institutions which at times could exceed amounts covered by insurance provided by the Federal Deposit Insurance Corporation (FDIC), up to $250,000 per institution per account holder. As of December 31, 2016, there were no funds deposited that were in excess of what would have been covered by federal insurance. NCL has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk to cash.

-11- 30 NATIONAL CIVIC LEAGUE OF COLORADO, INC. Notes to Financial Statements December 31, 2016 and 2015 Note 4: Property and Equipment

Property and equipment consists of the following at December 31:

2016 2015

Computer hardware and software $ 19,601 $ 14,457 Less accumulated depreciation (13,873) (12,965)

Total property and equipment, net $ 5,728 $ 1,492

Note 5: Fair Value of Investments

Fair Value Measurements defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value instruments. That standard provides a consistent definition of fair values, which focuses on an exit price between market participants in an orderly transaction. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information and establishes a three-level hierarchy for fair value measurements based on the transparency of the information used in the valuation of an asset or liability as of the measurement date. Investments measured and reported at fair value are classified and disclosed in one of the following categories:

 Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date.

 Level 2 – Inputs, including broker quotes, are generally those other than exchanged quoted prices in active markets, which are either directly or indirectly observable as of the reporting date and fair value is determined through the use of models or other valuation methodologies.

 Level 3 – Pricing inputs are unobservable for the investment and include situations whereDRAFT there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment of estimation. Investments included in this category generally include privately held investments and partnership interests.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while NCL believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

-12- 31 NATIONAL CIVIC LEAGUE OF COLORADO, INC. Notes to Financial Statements December 31, 2016 and 2015 Note 5: Fair Value of Investments, continued

The following table sets forth by level, within the fair value hierarchy, NCL's assets at fair value as of December 31, 2016:

Level 1 Level 2 Level 3 Total Money market $ - $ - $ - $ - Bond funds 295,081 - - 295,081 Stocks 312,093 - - 312,093 Total assets at fair value $ 607,174 $ - $ - $ 607,174

The following table sets forth by level, within the fair value hierarchy, NCL's assets at fair value as of December 31, 2015:

Level 1 Level 2 Level 3 Total Money market $ 38,949 $ - $ - $ 38,949 Bond funds 187,722 - - 187,722 Stocks 287,519 - - 287,519 Total assets at fair value $ 514,190 $ - $ - $ 514,190

Note 6: Unrestricted Board Designated Endowment

Prior to 2016, the governing board of NCL designated $500,000 of its net assets as an endowment. In 2016, the Board designated an additional $100,000 “Rainy-Day” Fund to be added to the endowment to be used in times of hardship by NCL. In addition, the Board intended to restore the endowment’s principal balance by restricting an additional $85,741, but an official resolution will not be documented until June 2017. Since this restriction was not imposed by a donor, this endowment is classified as unrestricted net assets. This board designated endowment will be utilized as a strategic resource available to NCL. Decisions on how the endowment will be used will be determined by two-thirds vote from the executive committee. AtDRAFT December 31, 2016 and 2015, the board-designated balance of these endowment investments and related net assets was $685,741 and $500,000, respectively. Restricted cash amounts of $78,567 and $-0- as of December 31, 2016 and 2015, respectively, were transferred to the endowment investment account in February 2017.

Note 7: Permanently Restricted Endowment

On August 29, 1994, NCL was awarded $50,000 to establish the Marian P. Ames Fellowship Endowment, to be paid in $10,000 annual payments in the years 1994 – 1998. However, only $25,000 was designated as endowment to be placed in an interest bearing account. The remaining $25,000 could be spent by NCL for general operational purposes.

-13- 32 NATIONAL CIVIC LEAGUE OF COLORADO, INC. Notes to Financial Statements December 31, 2016 and 2015 Note 7: Permanently Restricted Endowment, continued

Interpretation of Relevant Law

The Organization’s Board of Directors has interpreted the “Uniform Prudent Management of Institutional Funds Act” (UPMIFA). As a result of the interpretation, the Organization classifies as permanently restricted net assets at the original fair value of all gifts donated to the permanent endowment.

As a result of this interpretation, NCL classifies as permanently restricted net assets at a) the original value of gifts donated to the permanent endowment, b) the original value of subsequent gifts to the permanent endowment, and c) accumulations to the permanent endowment made in accordance with the direction of the applicable donor gift instrument at the time the accumulation is added to the fund. The remaining portion of the donor- restricted endowment fund that is not classified as permanently restricted net assets is classified as “unrestricted cash portion – permanently restricted endowment” with a balance of $9,535 and $9,284 at December 31, 2016 and 2015, respectively.

Return Objectives

In order to mitigate the risk that is inherent in pursuing the target return, the Board has chosen to diversify the Fund’s assets among mutual funds with investments of 50-60%, equity funds, 40-50% bond funds. Asset allocation percentages will be reviewed annually by the Finance and Management Standing Committee.

Strategies Employed for Achieving Objective

To satisfy its long-term rate-of-return objectives, NCL also relies on a total return strategy in which investment returns are achieved through total compound return, which is calculated to recognize all cash income plus realized and unrealized capital gains and losses, net of all investment transaction costs. Note 8: Line of Credit DRAFT NCL had a line of credit with a financial institution in the amount of $10,000. The line of credit bore interest at Prime Rate (3.75% and 3.25% at December 31, 2016 and 2015) plus 6.4% with a floor of 1.25% and a ceiling of 21%. The line matured September 11, 2016. The line was guaranteed by the current president of NCL. The line of credit had a zero balance as of December 31, 2015. The line was not renewed during 2016 and is closed at December 31, 2016.

-14- 33 NATIONAL CIVIC LEAGUE OF COLORADO, INC. Notes to Financial Statements December 31, 2016 and 2015 Note 9: Restrictions on Net Assets At December 31, 2016, certain net assets have been classified as temporarily restricted for the following purposes:

Description Balance at Revenues Expenditures Balance at December restricted satisfying December 31, 2015 by donor restriction 31, 2016 RWJ Foundation $ 60,000 $ - $ (8,571) $ 51,429 WK Kellogg Foundation - 347,522 - 347,522 $ 60,000 $ 347,522 $ (8,571) $ 398,951 At December 31, 2015, certain net assets have been classified as temporarily restricted for the following purposes:

Description Balance at Revenues Expenditures Balance at December restricted satisfying December 31, 2014 by donor restriction 31, 2015 WK Kellogg Foundation $ 150,000 $ - $ (150,000) $ - Kettering Foundation 30,000 - (30,000) - RWJ Foundation - 60,000 - 60,000 Pforzheimer Foundation - 5,000 (5,000) - Tides Foundation - 50,000 (50,000) - PCL Construction - 5,000 (5,000) - Kaiser Permanente - 5,000 (5,000) - Various others - 19,000 (19,000) - $ 180,000 $ 144,000 $ (264,000) $ 60,000 Note 10: Operating Lease For the year ended December 31, 2015, NCL had a one year operating lease for its office space. Monthly lease payments were $705. Total rent expense for the year ended December 31, 2015 wasDRAFT $8,460. For the year ended December 31, 2016, monthly payments for this lease were $705, January through March, and $970, April through August. In 2016, NCL entered into a second lease for office space, effective May 1. During 2016, NCL had overlapping leases from May through August, with monthly lease payments of $3,018. Monthly lease payments, September through December, were $2,048. Total parking lease charges, May through September, were $2,378. Total rent expense for the year ended December 31, 2016 for both leases and the parking lease was $25,994. Future lease payments are as follows for years ended December 31: 2017 $ 29,588 2018 29,588 2019 9,862 Total $ 69,038

-15- 34 NATIONAL CIVIC LEAGUE OF COLORADO, INC. Notes to Financial Statements December 31, 2016 and 2015 Note 11: Employee Benefit Plan

NCL maintained a tax sheltered annuity plan qualified under Section 403(b) of the Internal Revenue Code, covering all eligible employees who work twenty hours or more per week after completing ninety days of employment. Employees were eligible to receive discretionary employer contributions to the plan as an eligible participant employed during the plan year. NCL could make discretionary nonelective contributions to the plan for any given year. Participants became vested in employer contributions immediately. For the years ended December 31, 2016 and 2015, NCL did not make any contributions to the plan. NCL no longer offers this benefit to employees. NCL has no outstanding obligations associated with the accounts of previous employees. No active employees are enrolled in the plan.

Note 12: Concentrations

The Organization’s has certain concentrations in specific categories; these concentrations represent 10% or more of total revenues. If a significant reduction in the level of these revenue sources occurs, it may have an effect on NCL’s program and activities. For the years ended December 31, 2016 and 2015, NCL had the following concentrations:

Civic assistance (15% and 47%) $ 153,426 $ 173,893 Contributions (59% and 20%) 616,308 74,140 Program revenue (12% and 14%) 127,555 52,407

Receivables related to civic assistance $ 16,500 $ 30,000 Receivables related to contributions 276,932 6,000 Receivables related to program revenue 25,522 14,820

Note 13: Proper Allocation of Administrative Costs

For the year ended December 31, 2015, NCL allocated administrative costs to funded programs according to each program’s share of the overall budget, which is an appropriate way to allocate such costsDRAFT according to GAAP standards. Effective January 1, 2016, NCL allocated administrative costs to funded programs according to staff time budgeted for each program, which is also an acceptable practice, and a more accurate portrayal of cost allocation.

Note 14: Subsequent Events

NCL has evaluated subsequent events through May 31, 2017 the date at which the financial statements were available to be issued, and determined that in February 2017, NCL consolidated all endowment funds together into a set of investment accounts and made the final $29,952 repayment on the amounts borrowed from the board designated endowment, restoring the principal balance of the board designated endowment to $685,741.

-16- 35 National Civic League Profit & Loss Budget Performance YTD April 2017

YTD 2017 'April 30 Budget % of Budget Ordinary Income/Expense Income Membership Income $ 8,775 $ 25,000 35.10% Contributions - Unrestricted $ 3,235 $ 8,000 40.44% 2017 AAC Sponsorships $ 42,500 $ 82,500 51.52% Kellogg Foundation $ 64,192 $ 253,000 25.37% RWJ Foundation $ - $ 9,400 0.00% Pforzheimer Fdn $ - $ 5,000 0.00% Rawson NCL Fellowship $ - $ 5,000 0.00%

Program Fees/Speeches $ - $ 1,000 0.00% Civic Assistance $ 4,598 $ 10,500 43.79% ICMA SPARC $ 28,399 $ 86,000 33.02% Kettering Foundation $ 77,334 $ 172,500 44.83% Lincoln Institute $ - $ 3,790 0.00% Publications Income $ 130 $ 7,500 1.73% Increase/Decrease in Invest $ 30,129 $ 20,000 150.64% Reimbursed Expenses $ 444 Total Income $ 259,736 $ 689,190 37.69%

Expenses Conferences - 2017 AAC ($20,058) $ 1,770 Direct AAC Costs $ 20,058 78.3% WKKF 2017 Evaluation $ 13,932

RWJF Health Awards $ - $ 4,100 0.00% Pforzheimer Awards $ - $ 1,500 0.00%

Contract Services $ 4,335 $ 39,000 11.12% Conferences (Attend) $ 57 $ 4,250 1.34% Travel $ 4,873 $ 24,450 19.93% Printing & Publications $ 1,703 $ 5,000 34.05% Meeting Expenses $ 110 1740 6.33% Salaries/Benefits/Taxes $ 177,015 $ 500,132 35.39% Office Operations $ 14,926 $ 45,000 33.17% Accounting Services $ 707 $ 8,180 8.64% Total Expense $ 219,428 $ 653,410 33.58%

Net Income $ 40,307 $ 35,780

Pass Throughs Income Tides Fndtn Hotel Deposit Pymt $ - $ 11,000 Expense Westin Hotel Deposit Invoice $ - $ 11,000 $ - $ -

36 5:25 AM National Civic League of Colorado, Inc.

05/26/17 Balance Sheet Accrual Basis As of April 30, 2017

Apr 30, 17 ASSETS Current Assets Checking/Savings 1031 · Compass Bank - Checking 8343 56,938.94 1031.1 · Compass Interest Bearing Saving -13.90 1326 · Vanguard - InterTerm Invest 119,658.13 1329 · Vanguard - GMinVolAdm 405,303.40 1330 · Vanguard - TlntBlxAdm 113,587.41 1331 · Vanguard - LgTerm TaxExempt 101,924.71 1332 · Vanguard-Bal IdxAdm 40,345.21

Total Checking/Savings 837,743.90

Accounts Receivable 1100 · Accounts Receivable 284,061.28

Total Accounts Receivable 284,061.28

Total Current Assets 1,121,805.18

Fixed Assets 15000 · Furniture and Equipment 2,497.93

1510 · Computer Hardware & Software 1515 · Acc Depr - Computer H & S -12,965.00 1510 · Computer Hardware & Software - Other 18,728.74

Total 1510 · Computer Hardware & Software 5,763.74

Total Fixed Assets 8,261.67

Other Assets 1700 · Deposits 24,047.50

Total Other Assets 24,047.50

TOTAL ASSETS 1,154,114.35

LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable 2000 · Accounts Payable 2,233.00 24200 · Accrued Expenses 1,611.73

Total Accounts Payable 3,844.73

Other Current Liabilities 2720 · Compensated Absences 3,078.00

Page 1 37 5:25 AM National Civic League of Colorado, Inc.

05/26/17 Balance Sheet Accrual Basis As of April 30, 2017

Apr 30, 17 Total Other Current Liabilities 3,078.00

Total Current Liabilities 6,922.73

Total Liabilities 6,922.73

Equity 2900 · Current Year Board Designated 757,745.59 2920 · Net Funds - Unrestricted -219,173.81 2950 · Endowment Funds Restricted 319,837.00 3000 · Retained Earnings 312,037.34 Net Income -23,254.50

Total Equity 1,147,191.62

TOTAL LIABILITIES & EQUITY 1,154,114.35

Page 2 38 P LACEHOLDER

NOTE TO THE NCL BOARD

At the time that this meeting packet was distributed the Year-to-Date Financial Reports for May 31, 2017 were still being finalized.

The May Financials will be presented during the June 16th Board Meeting.

National Civic League -- Major Supporters

Sustaining Members

Asheboro, NC Aurora, CO* Chula Vista, CA Decatur, GA Denver, CO* Dublin, CA Ft. Lauderdale, FL* Gladstone, MO Illinois Municipal League Lakewood, CO* Norfolk, VA Rancho Cordova, CA Roanoke, VA San Antonio, TX* Tallahassee, FL* Tampa Housing Authority Tupelo, MS

Funding Partners

Campaign for Grade-Level Reading* Comcast* Delta Dental* Greenberg Traurig* ICMA-RC* International City/County Management Association Kaiser Permanente* Kettering Foundation Lincoln Institute of Land Policy Robert Wood Johnson Foundation Southwest Airlines* W.K. Kellogg Foundation* Walmart*

*Sponsor, All-America City Awards Event

40 National Civic League President’s Quarterly Report Update, January 1 – May 31, 2017 (New items since the first quarter report are in blue)

Administration

The League held its first Board meeting of the year in Washington, D.C., which was hosted by the Kettering Foundation. Speakers included Ralph Smith and Ron Fairchild from the Campaign for Grade-Level Reading and Dr. Gail Christopher from the Kellogg Foundation.

Doug conducted annual staff evaluations based on each person’s Personal Evaluation Plan. New PEPs were created with goals for 2017.

We hired two interns for the spring semester, Alyssa Huggins and Lilian Ndangam. Lilian has a PhD and two Masters degrees, and is helping us with research and writing. Alyssa is helping us extend our network and contact database.

Sue Gonzales has completed the audit review process for 2016, resulting in an audit that has been for recommended for Board approval at its June meeting. The audit resulted in two minor “findings,” which was our goal for the year.

Doug completed negotiations with the International City/County Management Association (ICMA) on an MOU governing the relationship between our two organizations. The MOU encourages each organization to work with the other in a variety of ways, including attendance at our respective events and posting news about our programs on our respective websites.

Doug met with the new Executive Director of the Government Finance Officers’ Association, Chris Morrill, to discuss present and potential partnerships.

The Executive Committee met in May to review three contracts/MOU’s. These include a website redesign contract, a contract for evaluation services under the WK Kellogg grant and an MOU with ICMA.

The League is ready to announce our first three Senior Fellows, Joseph Hoereth from the University of Illinois, Chicago, Larry Schooler, former Public Engagement Coordinator for Austin and Lilian Ndangam, a former intern at the League who most recently worked for the City of Toronto assisting with immigrant outreach. These Fellows will be announced in our June newsletter and be used for a variety of League projects, as well as helping to develop new initiatives.

41 Finance

We closed out our financials for 2016, which showed an ending balance of $102,309. This was sufficient to transfer the $64,489 needed to Vanguard to fulfill our pledge to fully restore our endowments. This money was transferred and Vanguard accounts were adjusted to reflect a 54%-46% split between equities and bonds, as required by Board policy.

A Finance Committee meeting was held on February 23 to review reports on year-end financials and endowments and to consider a proposal to set aside money in a Paid-Time-Off Reserve, which was later approved by the Board. A second Finance Committee meeting was held on May 30 to review the audit.

The League financials through April show a net income of $35,780. One third of the way through the year, the total actuals for revenues and expenses are at 38% and 34% of the year’s budget, respectively. The only significant differences from budget expectations involved higher- than-projected performance for the endowment portfolio.

Fundraising for the 2017 All-America City awards exceeded last year’s level when subtracting the $25,000 received last year in scholarship pass-through dollars from the Campaign for Grade- Level Reading, which is not needed this year. We received $67,500 in commitments this year, compared to $85,000 (including the GLR scholarship money) last year. We budgeted $82,500 for this year, hoping to bring in additional dollars, and this did not materialize. We have three new funders this year, Comcast, ICMA-RC (pension fund) and San Antonio.

Aaron secured agreement from ICMA to start covering our fringe benefits in billings for the Solsmart program. This will make a big difference in revenues for the program during the next two years.

We’ve secured three additional sustaining members this year, Decatur, Norfolk and Tupelo, bringing our total to 17, some of which are AAC sponsors that are now recognized as sustaining members.

Programs

The League launched All-America Conversations at the end of January with a webinar and “meeting in a box” toolkit produced by Aaron. Information about the program was also distributed by the National League of Cities and International City/County Management Association to their memberships, along with a message from the WK Kellogg Foundation to its Truth, Racial Healing and Transformation network. Through the end of May, 184 communities from 45 states downloaded the toolkit, and ten cities committed to holding the Conversations. Tupelo, MS, was the first community to hold an All-America Conversation, which occurred on March 6.

42 Mike and Doug attended a Multinational Symposium hosted by the Kettering Foundation in late March that featured city administrators and people who assist cities from Japan, Hungary, Italy, Ireland, Armenia and England, among others. It was great to exchange ideas about civic engagement and city management with people from other countries.

As part of our effort to reconnect with past winners of the All-America City Awards, Sarah is hosting monthly AAC Promising Practices webinars. The first four webinars attracted an average of 34 registrations. Topics have included youth engagement, police and community relationships and fair housing.

This year’s All-America City Awards is being held in cooperation with the Campaign for Grade-Level Reading, which is working with a network of over 300 communities to improve grade-level reading through community-wide initiatives. Of this total, 53 communities applied for recognition as an All-America City, which were screened to create 27 finalists. Sarah and Doug participated in the Blue Ribbon Committee, along with Valerie Lemmie, Angela Romans and past volunteer Mandy Pitts, which reviewed finalist applications and applied our civic engagement criteria to ultimately result in 15 winners.

With the W.K. Kellogg Foundation's grant for evaluation, we have engaged a local evaluation firm to complete a program assessment of the All-America City Award and needs assessment for our Truth, Racial Healing and Transformation work.

The Gladstone, Missouri Strategic Planning project was presented to their City Council in January and approved to begin working on the Implementation phase. Sarah and Aaron completed their last meeting in February to help set the group up for success in the implementation phase.

Through May, Mike and Carla received interest from five city managers to serve as “fellows” for the Kettering City Managers Fellowship program. These managers will set aside time this year to write reflections on their experiences in working with the public as city managers.

We received 31 applications for the Health Equity Award that we sponsor for the Robert Wood Johnson Foundation, over three times as many as last year, thanks to Aaron’s extra outreach efforts. We recruited 25 reviewers to evaluate the applications, many of whom were selected strategically to build future relationships.

Doug, Sarah and Mike participated in a City Managers’ Leadership Exchange in Dayton, OH, in May. Other participants included city managers and other officials representing 13 cities and 22 people from nonprofit groups, academia and other organizations.

The new Marketing and Development Committee held an in-person meeting on May 16 and spent nearly three hours reviewing current marketing activities and discussing refinements.

The Program Committee met each month from January to May to discuss the All-America Conversations program, providing suggestions on programming and offers of help for outreach.

43 Communications and Outreach

Doug visited Norfolk, VA, where he took a tour of the community with the neighborhood outreach director and met with Mayor Kenny Alexander. He also met with the City Manager of Hampton, VA, Mary Bunting. Doug also attended the National League of Cities spring conference.

Doug met with the Executive Director and Partnerships Director of ICMA-RC, the pension fund for ICMA, to discuss future partnerships. ICMA-RC will be a sponsor of AAC this year, and is hoping to pursue other collaborations in the future.

Doug traveled to Chicago in May to participate in a Racial Equity Summit conducted by the University of Illinois Chicago and meet with representatives from the McCormick Foundation and Chicago Community Trust. Doug also made a connection with the MacArthur Foundation.

National Civic Review: Winter and Spring editions delivered; Civic Action e-newsletter delivered at beginning of each month to over 6,700 email addresses; Twitter and Facebook posts made regularly.

After months of conversation, we reached a resolution with the current publisher of the National Civic Review to part ways in 2018. Jossey-Bass was not able to assist us in making the publication available electronically to larger audiences. We are investigating various options for making available the journal in both print and electronic formats.

Our monthly electronic newsletter was enhanced to improve its design, display more articles, include links for becoming a member and other activities and list our major supporters.

Our social media presence has improved with the addition of a LinkedIn page and regular posts to both that page and Facebook.

After receiving 16 bids, we selected a firm to redesign the League’s website to have more functionality and be more user-friendly. A firm based in New York, Studio Simpatico, was selected, and will work with our marketing and development contractor, Stephanie Fry, to finish the redesign by the end of the year.

Doug made a presentation to Leadership Littleton in a suburb south of Denver regarding the League, civic engagement and issues facing Colorado cities.

Doug met with Marc Ott, Executive Director of ICMA, and Jim Brooks from NLC to work on our MOUs outlining areas for collaboration. The ICMA MOU has been completed; NLC is still in progress.

Doug and Aaron met with a representative from the Community Foundation of Boulder County, which is a Knight Foundation community, to learn about civic engagement activities and potential projects that the Civic League might pursue in Boulder county and to create a connection for future use at the Knight Foundation.

Aaron and Sarah presented about All-America Conversations and civic engagement principles at the Government Finance Officers’ Association national conference. Sarah will lead a presentation to the Michigan Municipal League at their July meeting. Aaron engaged with the NJ Municipal League and NCL will present on AACON and engagement at New Jersey Municipal League’s annual meeting in November.

Aaron represented the League at a meeting with the Jefferson Center in Minneapolis to help design their process for engaging residents around potential changes to local governmental structures.

45 184 Unique Communities Engaged

Individuals Engaged 45 States Represented (including DC)

Downloads by month

January 2017 67 February 2017 60 March 2017 32 April 2017 17 May 2017 10 June 2017 3

0 10 20 30 40 50 60 70

Top 10 States

CO 31 CA 29 FL 16 MA 13 NY 12 VA 11 DC 10 PA 10 TX 9 Conversations WA 8 0 5 10 15 20 25 30 Individuals Engaged (By State)

Cities Pledging to Glastonbury Host AACON Rancho Cordova Dubuque Denver New Britain Dubuque Denver Fort Lauderdale Hayward Roanoke Glastonbury San Mateo Hayward Riverside Tupelo New Britain Rancho Cordova Status Riverside Records Roanoke Held Fort Lauderdale San Mateo Pledged 0.00 15.00

International Downloads Board Action and Commitments Reyna Farrales - secured San Mateo as host Country Lee Feldman - secured Fort Lauderdale as host Australia 1 Jarvis Hall - pledged to engage NC communities Canada 1 Glenda Hood - pledged to engage FL Mun. League Kenya 1 Ron Loveridge - secured Riverside as host Derek Okubo - secured Denver as host David Sander - secured Rancho Cordova as host Anthony Santiago - engaged NJ Mun. League Cindy Steinhauser - secured Dubuque as host Andy Taft - pledged to engage Fort Worth Lyle Wray - secured New Britain & Glastonbury as hosts

National Civic League Marketing and Development Committee Tuesday, May 16, 2017 12:30 – 3:00 PM, Denver International Airport

M & D Committee Members in Attendance: Maureen McDonald, Jim Cloar, Derek Okubo, Andy Taft, Doug Linkhart M& D Committee Members Not Present: Brad Cole, Valerie Lemmie Staff Members and Contractors in Attendance: Stephanie Fry, Sue Lawson Gonzales

Committee Chair, Maureen McDonald, convened the meeting at 12:40 and established a quorum.

Funding needs for the 2018 Governance Conference, Doug Linkhart, NCL President – Doug updated the Committee on developments related to the 2018 Conference and an overall fundraising update with an estimate of staffing costs for the conference to be $50,000, with hard costs at $72,000, which includes a luncheon, audio-visual equipment and a closing reception that would also serve as the opening reception for AAC. We are estimating $35,000 in registration fees with the remaining amount of $37,000 to be raised by the Board. As of April 30, 2017, the Board has raised $17,455 with $19,545 remaining to raise. We are also asking for Board assistance in raising money to cover staffing costs. The committee reviewed the list of top funding targets and discussed strategies for recruiting corporate sponsors and supporting board members in helping NCL approach their corporate contacts. Topics and suggestions include:

. Providing board members with related materials to support their ask (e.g., pre-drafted letters, a list of key messages and sponsor benefits and inserts about the conference, NCL 101, etc.)

. Many board members are the focus of competing fund raising requests from other boards and charities. Could be very helpful for NCL to: o Take time out for a targeted discussion to help discern which their contacts might be the best fit for an NCL ask and lay out specific plans o Refine the list of top funding targets to include details whether there are key regions or cities associated with that target and what they have funded in the past (board members may not realize there is a potential opportunity)

. Focus on supporting board members who are most likely to have these kinds of connections or, referring to the idea above, help other board members think through connections they may not have thought about in this context . Be very clear with board members that we are focused on strategic asks and are not asking them to participate in a “dial for dollars” exercise . Continue to refine the way that the conference is presented, how the value proposition is reflected in the title, etc. – There was a brief conversation about focusing the title on more proactive, results-oriented themes. Doug mentioned that NCL will be revitalizing the Council of Advisors and using them as an advisory committee for the conference.)

47 Current and planned marketing activities, Stephanie Fry, Marketing and Development Contractor and Doug Linkhart, NCL President - Doug opened the discussion with an overview of how NCL is segmenting their marketing targets, using the following image:

Board & Funders

AAC 500 (past AAC winners)

City Managers, Elected Officials and Civic Leaders

Corporate Govt Relations Groups

Corporate Responsibility Groups

General Population

COMMENT: the importance of the General Population as a target - Will mean more to the sponsors to know that public awareness has elevated our stature . E.g., get coverage for AAC Awards from program like Sunday Morning . E.g., increased general awareness of how NCL connects with the AAC shield that is being proudly displayed in communities around the country

Presentation on Recent Marketing and Development Activities -- Stephanie presented an overview of what NCL has been working on over the last few months to refresh the brand, integrate our social media; following and retweeting similar organization; reformatting newsletter and using it to increase website traffic; expanding email list; collateral materials (e.g., funding opportunity sheets); refreshed the web site format and procuring a contractor to complete a full redesign.

Suggestions: . Using photos for AAC winners and tagging the photos in the online content to promote sharing by AAC 500 network members . Share about the tools and projects of like-minded organizations – associate our brand with the expertise of being a discerning clearinghouse, as well as a direct source of assistance

National Civic League’s Niche and Products – group discussion

Questions to include in the discussion: . Who is our market? And how do we make sure that we are offering value to each segment?

48 . What is our niche and how do we respond through our product and how we present ourselves.

Discussion: Feedback on current website . Encourage NCL to select all images and content to convey the idea that NCL Is a national leader in the advancement of public engagement . Consider organizing the content in a way that helps guide someone, based on the problem they are solving . Simplify and distill the message in both the images and the way the content is organized . Don’t underestimate value of non-photo images (egg: work maps; maps with dots, etc.)

Discussion: refresh, reframe NCL In the national context

. Feedback - recommend that the mission be informed by the following thoughts: o Recognize that engagement is a “Community” issue, not a “City” issue o Refer back to the Civic Index principle of cross-sector partnership as a key element of good governance, in that it distributes responsibility for protecting the community good across the whole community o Focus language on results – what is the outcome

. Reframing engagement as a shared responsibility involving the both the responsibility of citizens to get engaged and the responsibility of public sector institutions to offer pathways to be engaged.

. Elevate the importance of citizen engagement as an old-fashioned patriotic value

. Power of connecting inclusiveness and engagement with all aspects of sustainability for municipal governments -- allowing for a sense of shared responsibility for fiscal sustainability, responsible investments (e.g., infrastructure), and a balanced approach to taxation, etc.

. Valuable to continue to emphasize inter-sector collaboration as a core principle for AAC and other NCL initiatives

. Balance pitches to give potential allies/members different ways to recognize themselves in the NCL message (either asset-based or deficit-based). Emphasize and emphasize the civic engagement is not just a “nice thing” it is an proven strategy for: o Addressing the very real and pressing problems and dysfunctions that many communities are facing o And/or helping build the assets that all communities need to thrive (e.g., community based education; get out the vote)

Specific Campaign Ideas . Explore idea of doing something like a “top ten” list each year, featuring communities that reflect the best in AAC /Civic Index practices . Identify hot topics of concern/asset-building and build themes into our social media/newsletter posts that recognize and detail on how AAC winners and other communities are responding through civic engagement . Similar idea, but focus on regional themes in different regions throughout the year

49 . Revisit strategies used by NCL in the 1980’s when American Can hired NCL to facilitate discussions in communities around the country that were struggling with similar issues and then convene a discussion to distill the factors that seemed to helping some communities respond effectively to those issues, while others struggled – including the idea of having a strong “civic infrastructure”. (was the basis for the Civic Index)

. Right now cities across the country are very dialed into issues involving aging infrastructure and NCL is in a position to really own and expand on the idea of strengthening/rebuilding “civic infrastructure”

. Explore idea of doing something like a “top ten” list each year, featuring communities that reflect the best in AAC /Civic Index practices – e.g., ten cities with best civic infrastructure or ten most involved cities o Important to neutralize the selection process by identifying specific measures with concrete data o Important to identify data that can be tracked/grabbed without having to ask for submissions from the communities

Next Meeting: Will get back to the group about meeting before the 6/16 board meeting

50 ADDENDUM A: Jim Cloar’s Follow up Email Message

James Cloar

Wed 5/17/2017 2:34 PM To: Doug Linkhart; Derek Okubo; Taft Andy ; Maureen McDonald ; Lyle Wray; [email protected] Cc: Sue Lawson Gonzales

Excellent discussion all. I like the “action” orientation of: Advancing civic engagement to create inclusive, thriving communities.

To Andy’s comments that: "NCL challenges are that most people don’t know who we are, aren’t familiar with the core mission and don’t know what we do.” I would add that how we are distinguished from other non-profits (or consultants) that espouse similar missions and practices. That’s the “sweet spot” Andy mentions.

(I hope the other of yesterday’s travelers spent less time on the runway than I did. See you in June)

James A. Cloar Downtown Development Strategies

ADDENDUM B: Andy Taft’s Notes (by email)

NCL Marketing Committee meeting Andy Taft Wed 5/17/2017 1:14 PM To: Sue Lawson Gonzales; Maureen McDonald ; Jim Cloar; Derek Okubo;Lyle Wray;Doug Linkhart; [email protected]

Greetings all. Many thanks to NCL for pulling together the in-person committee meeting. The energy and idea flow yesterday resulted in the kind of exchange hard to achieve on a conference call.

As promised, here are my notes. I also took a stab at some copy for the web site landing page. I don’t know if this has the right tone, but the point is to drive home our core mission and who we are in an inspirational way. We should be unambiguous and succinct about who we are and what we believe.

All the best, Andy

(See next page)

51 NCL Marketing Meeting

Andy Taft Notes

Web site thoughts:

Tone and photos should be serious, significant and NCL/civic engagement oriented. Not AAC. Action photos, communities at work. People problem solving or “solution” photos. Hands being shaken, agreements being signed, workshops being held.

The current lead is a hybrid of our mission: Creating inclusive, thriving communities by inspiring, supporting and recognizing equitable approaches to community decision-making.

We omit the term “civic engagement” and use “equitable approaches,” a phrase that means a lot of different things to different people and some are threatened by it, right or wrong.

A closer and more powerful restatement of the mission for this purpose would be:

Advancing civic engagement to create inclusive, thriving communities.

The web site then features programs that don’t clearly carry the message of “advancing civic engagement to create…” at this point we need to punch home how and what we do.

For the brief intro copy on the landing page, perhaps something like this might be the way to go: For more than 120 years, the National Civic League has been working to ensure the future of democracy and stronger communities by advancing civic engagement and citizen participation in transparent government and problem solving. As one of our founding members observed: “It ought to be axiomatic in this country that every man must devote a reasonable share of his time to doing his duty in the political life of the community. The people who say that they have not time to attend to politics are simply saying that they are unfit to live in a free community.” —Teddy Roosevelt, 1883 Individual isolation, technological advancements, party schisms and social complexities have led to a disturbing and threatening lack of citizen engagement. President Roosevelt’s concern echoes still today. The vast majority of Americans are not performing the duties of American citizenship and no republic can thrive if its members are disengaged. America requires active, thoughtful participation.

52 The National Civic League is dedicated to resurrecting the spirit of citizenship. We believe that the promise of the United States lies in the engagement of its people in its government. Through NCL research, technical assistance panels, events and sponsored programming, we promote the duties of civic engagement and provide the tools community leaders need to inspire participation.

Marketing ideas

Key NCL challenges are that most people don’t know who we are, aren’t familiar with the core mission and don’t know what we do. This lack of awareness makes penetrating the funding membership challenges difficult. If we take a few tactical steps, we can increase awareness and increase the likelihood that people will want to join, sponsor and take interest in our mission.

1. NCL needs an introductory video. One that tells the story of community engagement, what we do and why we do it. Testimonials, footage from meetings and ceremonies, technical assistance panels, Civic review article headlines, AAC, etc… This video is the thought leader statement that describes the challenge and positions NCL as the banner carrier. Consider that this video could be played by people interested in the topic, regardless of whether they join or sponsor NCL. Sell the mission first, not the organization. 2. Top 10 list of engaged cities. Distribute via PR Newswire under NCL banner. This effort creates great PR and brand value, projects the mission and elevates NCL. 3. CBS Sunday Morning program AAC segment. National publicity for NCL and mission. 4. Searchable on-line best practices library free and available to the public (sponsored?) 5. Package and market research findings in NLC and external publications. Send press releases with findings and story lead ideas. Disseminate findings as broadly as possible. 6. Own the term “Civic engagement.” It’s old fashioned, patriotic and new again. 7. The Board should have a shared understanding of what our “sweet spot” is…where we fit in the conversation around civic engagement. Identifying who our core message recipients need to be to further the mission nationwide.

53 National Civic League Program Committee Meeting Notes April 7, 2017 4:00 EDT, Phone Conference

Executive Committee Members in Attendance: Ron Loveridge, Derek Okubo, David Sander, Anthony Santiago, Andy Taft, Doug Linkhart Finance Committee Members Not Present: Jim Cloar, Jarvis Hall, Glenda Hood, Lyle Wray Staff Member in Attendance: Aaron Leavy, Sarah Lipscomb, Sue Lawson Gonzales

Committee Chair, Ron Loveridge, convened the meeting at 4:05 EDT and established a quorum.

Updates on All America Conversations, Aaron Leavy, NCL Program Director, Sustainability and Civic Engagement – Aaron shared that, to-date, 169 communities had uploaded the toolkit, including three international locations. City of Tupelo will be the first community to initiate a dialogue that is, at least in part, informed by the All-America Conversation design and tools. City of Fort Lauderdale is scheduled to convene an All-America Conversation process in late April, early May. City of Hayward, CA is using the toolkit materials to augment a related effort that they had started prior to the launch of the All-America Conversations project. NCL has also reengaged with ICMA and will be promoting an offer of 30 minutes of free technical support to ICMA member cities. Committee members noted that this kind of initiative would take time to gain momentum. NEXT STEPS: Aaron committed to list of organizations and municipalities that have downloaded the toolkit to Andy Taft, who committed to helping recruit among communities where he has connections.

Updates on All America City Awards, Sarah Lipscomb, NCL Program Director, All America City Awards and Community Assistance –

The 2017 AAC Awards is in partnership with the Campaign for Grade Level Reading(CGLR), so it will look a bit different than a traditional AAC event and civic engagement will have some emphasis, but will not be a focus. Attendees will include a high number of school district leadership, united way board members, related nonprofits, and some city managers and mayors. There are 53 applicants for the AAC Award and over 100 for the CGLR’s “pace-setter” honors. All applicants are part of the CGLR’s network.

The 2018 AAC Awards, Application Phase – Since February, there have already been 103 downloads of the 2018 application. It is very helpful with board members promote the opportunity to communities that they know will be a good fit. Fortunately, the Kellogg grant includes funds that NCL can invest in a full evaluation to help us better serve future award applicants and to better articulate the benefits of winning an AAC Award.

AAC 500 – NCL continues to deepen our outreach to past AAC winners, inviting them to the 2018 event, encouraging them to display the shield, offering new best practice webinars, etc. Again it is always helpful to have support from board members as we seek to strengthen ties among this natural constituency.

Corporate Sponsorship – NCL is currently recruiting corporate sponsors for either 2017 or 2018 and will welcome any help that board members can offer.

54 National Civic League Program Committee Meeting Notes May 5, 2017 4:00 EDT, Phone Conference

Program Committee Members in Attendance: Ron Loveridge, Derek Okubo, Anthony Santiago, Lyle Wray, Doug Linkhart Program Committee Members Not Present: Jim Cloar, Jarvis Hall, Glenda Hood, David Sander, Andy Taft Staff Member in Attendance: Aaron Leavy, Sarah Lipscomb, Sue Lawson Gonzales

Committee Chair, Ron Loveridge, convened the meeting at 4:05 EDT and established a quorum.

Updates on All America Conversations, Aaron Leavy, NCL Program Director, Sustainability and Civic Engagement – Aaron shared progress on All-America Conversations. To date 176 unique communities from 43 states plus the District of Columbia had engaged with the program. Aaron shared details of the upcoming presentation to the Government Finance Officers Association that he and Sarah would make on May 24th.

Updates on All America City Awards, Sarah Lipscomb, NCL Program Director, All America City Awards and Community Assistance –

We are working with the Campaign choose finalists and winners for the 2017 All-America City Awards. Will send out registration as soon as its available and we encourage all board members to attend the Awards Lunch from 12-2 before the board meeting on June 16th. The April AAC Promising Practices webinar on community police relations was well attended and we are currently promoting registration for the May webinar on Fair and Affordable Housing strategies.

2018 Conference Plan, Doug Linkhart, NCL President -- Doug reviewed highlights from his draft working paper for NCL’s national conference on local governance to be held next June, preceding the 2018 AAC Awards and sought committee input the following topics: • Fundraising – As projected, the balance of fundraising needs is $22,000, with the goal to raise this amount (or at least secure pledges that total this amount) by the middle of this year. The 2018 conference will offer NCL an important opportunity to promote the message that NCL is back! He invited committee members to contact him with leads and introductions to potential sponsors. • The Question of Partners – Doug asked for committee input on the question of whether or not to seek partners to co-host the conference. There was not consensus on this question. • Council of Advisors – Doug confirmed that NCL will be revitalizing its ties with the Council of Advisors and recruiting to rebuild the membership. • Name of the Conference – There was general consensus that it is appropriate to refer to the Conference as the 105th, in recognition of NCL’s history of contributing to the national dialogue over the years. • Plenary Speakers – Following is a list of potential speakers suggested by committee members. . Ideas for speakers who could help provide historic context: . Henry Cisneros (Ron agreed to reach out to him) . Robert Putnam (Ron agreed to reach out to him) . Bill Bradley, recently wrote an NYT op-ed (Doug will follow up with Chris Gates) . Julian Castro (Doug will check with Dennis Castro about reaching out) . Senator Cory Booker (Anthony will reach out to him)

55 . Mark Funkhauser, Former Kansas City Mayor, currently with Governing Magazine . Tom Friedman . High Profile Mayors . Eric Garcetti, Los Angeles – (Ron may have a contact) . Bill Bradley

56 DRAFT

(working title:) National Conference on Local Governance: Bridging Divides, Building Community

Purpose The goal of the conference is to advance the concept that the expanding presence of communities with a vigorous and inclusive civic infrastructure is the key to addressing many important issues and advancing equity throughout the U.S. This one-day conference will highlight successful projects and initiatives around the country with speakers from cities implementing creative strategies for civic engagement that promote equity. The conference’s focus will promote expansive civic engagement as a viable strategy for cities to make progress on complex issues like health, education and safety. The conference will precede the 2018 All-America City awards event, which will focus this year on Promoting Equity Through Inclusive Civic Engagement, with some overlap of participants and topics.

Date Friday, June 22, 2018 at the Marriott City Center, Denver, Colorado

Target Audience Estimated attendance is 200 people. Attendees will include the following. • All 2018 AAC participants would be invited to attend both. We would have a combined registration offer. • City officials (elected, appointed and staff) from the 519 previous AAC winners • We would also target all groups that we target for prospective AAC applicants

Agenda Framework Welcome Breakfast Plenary featuring high profile national thinkers Workshop Breakout Session 1 Workshop Breakout Session 2 Lunch Plenary Workshop Breakout Session 3 AAC Welcome Plenary, featuring presentations that transition from the conference to AAC Combined Receptions for conference and AAC participants

Council of Advisors The NCL Council of Advisors will be reactivated to help shape the content and tracks for the conference in a manner that is relevant to on-the-ground work, connect NCL to prominent speakers and promote the event to groups interested in attending the conference.

57 Content and Tracks The focus of both the conference and AAC awards will be connected to the 50th anniversary of several events that took place in 1968, including the release of a report from LBJ’s Kerner Commission, which warned of a worsening racial divide and proposed actions at the local and federal levels to improve relations with people of color and reduce disparities and the Fair Housing Act was also adopted in 1968.

Below are several options for concentrated tracks: • Health • Housing • Economic Development and Poverty • Youth and Education • Community Policing • Transportation/Urban Planning • Environment

Budget We estimate the staffing costs for the conference to be $50,000, with hard costs at $72,000, which includes a luncheon, audio-visual equipment and a closing reception that would also serve as the opening reception for AAC. We are estimating $35,000 in registration fees with the remaining amount of $37,000 to be raised by the Board. As of April 30, 2017, the Board has raised $17,455 with $19,545 remaining to raise. We are also asking for Board assistance in raising money to cover staffing costs.