Wild Ones Natural Landscaper, Ltd

Wild Ones Natural Landscaper, Ltd. 2011 Q3 Board Meeting Wild Center and Conference Call August 19, 2011

CALL TO ORDER

The meeting was called to order at 4:08PM. Attending members were Pat Armstrong(phone), Trish Hacker-Hennig(phone), Bonnie Harper-Lore, Katrina Hayes, Tim Lewis, Chris McCullough(phone), Joe Powelka, Bret Rappaport, Marty Rice, Karen Syverson, Michelle Vanstrom(phone), Maryann Whitman(phone), and Steve Windsor. Executive Director Donna VanBuecken was present. Guests at the Wild Center were Arlene Kjar (Northfield chapter), Catherine Williams (Northfield), Janice Hand (Lake to Prairie), Ginny Watson (Rock River), Judy Peters (Fox Valley), Jenna Rappaport (Lake to Prairie), Kristin Kauth (Fox Valley), Julia Vanatta (Twin Cities), and Roger Miller (St. Croix). On-line guests were Chris Nelson(Rochester, MN), and Mark Charles(Ann Arbor). Kathy Dame was absent.

WELCOME

Kristin Kauth welcomed everyone to the Wild Center and stated how her chapter has taken great care with volunteering for the WILD Center with over 200 hours volunteered on the gardens alone.

EXECUTIVE OFFICERS

Bret Rappaport introduced the officer slate for the coming year. It consisted of Tim Lewis (President), Maryann Whitman (Vice-President), Joe Powelka (Treasurer), and Steve Windsor (Secretary). No other nominations were received and the slate was elected by voice vote unanimously.

PRESIDENT’S REPORT

President Lewis asked the Board to limit their discussion to five minutes per person on their first time through each discussion. The minutes of the Q2 and May 20 special Board meetings had no corrections and stand as written. The Annual Meeting agenda for the following day was set. A number of committees have been active Tim reported. He stands ready to help them and asks that they finish their Statements of Purpose. VICE PRESIDENT’S REPORT

Journal: Maryann Whitman reported that there will be a consolidated edition of the Journal for the Sept.-Dec. issue because of funding limitations. The Journal committee will discuss the 2012 Issuances, there may be only four; or five again. Finance will discuss potential Journal advertisers. Bonnie Harper-Lore has joined the Journal Committee.

Web Committee: Donna VanBuecken said she and Janet Giesen are preparing the contract for the new website. They are on the brink of giving Chris Nelson the go ahead to start the reconstruction once the committee decides what the focus will be. Julia Vanatta is the Marketing Committee liaison to the Web Committee and she said that the Marketing Committee is currently working on the positioning statement, which is similar to an elevator introduction speech. Our website is our organization’s reception room and Marketing will help find people to write copy and develop new material she added. Bonnie Harper-Lore motioned and Maryann Whitman seconded to approve the $19,700 contract with Paragraphics to redesign the website, subject to legal review. Discussion: Executive Director VanBuecken responded to questions and said that we currently have about $15,500 in the F2C2 account for this redesign, added that Chris’s proposal was 1/3 the other proposals during our original search for contractors and that the WordPress software program will allow for easy modification by the staff. The motion carried by voice vote unanimously.

TREASURER’S REPORT

Treasurer Joe Powelka stated that our accounts are in good shape. Expenses were up due to weather and equipment crashes. The biggest concern is the lack of chapter and member contributions. The chapter balances are at an elevated level, yet national does not have sufficient funding for a sixth Journal issue this year. Steve Windsor asked that we look into balanced portfolios to replace our interest only investments, since rates are very low. Joe responded that they could as part of the 5-year plan the Finance Committee is considering.

EXECUTIVE DIRECTOR’S REPORT

Membership is up to a record 3,025 because the chapters are doing an outstanding job at contacting expired members and Jamie has developed a schedule to consistently contact potential and actual deactivated members. Affiliates (17) are at a strong number. The Annual Appeal prompted 143 appeal donations, and a number of undirected donations were received too. The Root River chapter challenge to the other chapters languished this year, but is now near the $9000 maximum. Donna added that the extra staff in the office helped Jamie accomplish her marketing responsibilities. On the subject of conferences, it was estimated that we get approximately 100 total members from chapter conferences yearly. Bonnie Harper-Lore said that there is no greater way to tell people you are a national organization than with a national conference. Costs were a limiting factor others said. COMMITTEE REPORTS

HONORARY DIRECTORS: Bonnie reported that we have 10 honorary directors.

WILD CENTER STEERING COMMITTEE (WCSC): Joe Powelka reported that this committee formulated a consensus of opinion in response to questions from the landscape architect. General recommendations were to use non-natives sparingly as demonstration only, use of some formal gardens, not using cultivars and to expand the natives with stock beyond 75 miles, where appropriate. The WCSC is a Board directed committee whereas the WILD Center Advisory Committee consists of the volunteer community which implements these plans. He also motioned, with Steve Windsor seconding to accept the recommendations identified in the report (items A-G from the Q311 WCSC Report) be approved by the Board as a policy for the WILD Center to use in designing and implementing a plan for the entire site. The motion carried by voice vote with one against and one abstained.

GOVERNANCE COMMITTEE: Karen Syverson reported this committee is close to finishing two more documents.

FINANCE COMMITTEE: Tim Lewis said that we need to have a financial review of our books. Marty Rice recalled that she had verified the account balances as Treasurer last year. Bret Rappaport opined that although neither WI nor the IRS has an audit requirement - there is a requirement for good government and independent review. Some grantors require an audit Donna added. Joe Powelka motioned and Bonnie Harper-Lore seconded to have the Board authorize our Executive Director to pursue assistance in performing an independent review of our financial accounts as soon as practical. The motion carried by voice vote unanimously.

Policies X & Y

Joe recounted the large amount of time some Board members spent on a chapter grant issue this past summer, including a special meeting of the Board. It stemmed from a misunderstanding regarding the fact that chapter balances belong to Wild Ones Natural Landscapers, Ltd. and not the chapters. The funds belong to national and chapters are a representative of national. This pointed out the necessity of national being able to access the funds because of disputes or from chapters folding. Joe outlined Policies X & Y to rectify this problem. By reading what is now Policy 15 into the record as a motion to approve the Chapter Financial Accounts proposal he motioned this document (Policy X) for approval with Katrina Hayes seconding.

Discussion: If a financial dispute arises, the chapter will need to notify the Executive Director through e- mail, Bret said. She will decide if the Board needs to be alerted or not. Michelle Vanstrom said that her chapter would never have had a problem with national being on the signature card.

Karen wondered if this would prevent a repeat of this past summer’s grant problem. Joe replied that this motion does two things 1) it sets up a process to access the funds without resorting to the courts, and 2) it sets up a notification process which effectively keeps national informed about what is happening at the chapters. Bret added that it can also allow us to verify the account balance. Policy X was approved by voice vote unanimously.

By reading what is now Policy 16 into the record as a motion to approve the Grants Sought and Obtained by Chapters proposal Joe Powelka motioned Policy Y for approval with Bret Rappaport seconding.

Discussion: This motion should not preclude a chapter from participating in local grant opportunties. Julia Vanatta commented that this policy would be useful as last year she looked for the guidance of such a policy to no avail for a local grant and she struggled with knowing what to do in the absence of this. It is important that the Board be kept aware of grants and be able to step in Joe said. Policy Y was approved by voice vote unanimously.

OVERALL LANDSCAPE PLAN: Donna VanBuecken reported that the WILD Center Advisory Committee had put together a landscape plan for the overall site and that Zaiga Freivalds had developed an extensive list of species to be included with the written landscape guideline. Illustrations were presented.

NIAGARA AD-HOC COMMITTEE: Attorney Bret Rappaport announced that all parties to the EDR report are anticipating completion and acceptance of the report. Michelle Vanstrom stated the project was about restoring the Niagara rim to pre-settlement conditions and was an opportunity to promote Wild Ones. She personally paid to bring Bonnie Harper-Lore in to review the project based on Bonnie’s background in the Federal Highway Administration. She pointed out Bonnie’s scope errantly stated that there would be a multi-use trail. Michelle said there were two key aspects to the study:

1) The economic benefits report, and

2) The non-motorized trail.

Michelle was concerned that EDR was not going to do the grant proposal as it was supposed to be done and they would not deliver the completed tasks. She asked that national keep the integrity of the project with the two points immediately above.

Bret reported that his responsibility with the project has been organizational and Bonnie’s has been to verify the work. Bonnie said she would change the multi-use trail term to non-motorized and to insist on completion of the 3-D video which will show the gorge rim trail. Bonnie had to ask EDR to totally reorganize the draft. The City of Niagara Falls continues to support the plan and the plan has many great ecological benefits. It could become a model trails project, she added.

Regardless of the merits of this project, Joe Powelka motioned, by reading into the record the Niagara Issue Motion to Suspend Niagara Falls and River Region Chapter, to suspend both Robert Baxter and Michelle Vanstrom, and to remove Michelle Vanstrom as a Director. Bret Rappaport seconded the motion. Discussion: Joe stated that Michelle was passionate but was unable to move the project forward and was unable to work with the Executive Committee to do so. This has legal consequences to the whole organization. Bret said this is an organizational issue, not a referendum on the project. There was a clear contract that was approved in early 2010 to which we are bound. By March of 2011 the cooperation between EDR and the Niagara Chapter had deteriorated greatly. Wild Ones was then faced with a contractor which had a good basis to sue us at that time. The contract required progress payments to be made. Bob and Michelle withheld the progress payments, and when Bob was directed by President Lewis to turn the monies over to national, so national could make the payments, he refused to do so. Both of the grantors recognize Wild Ones Natural Landscapers, Ltd. as the only legitimate organization in this matter. Bret concluded by saying that we cannot run an organization where chapter board members do not do what they are directed to do by national.

Michelle said her protestations didn’t seem to be listened to or mattered. Bret explained that they mattered and she was listened to but that we disagreed with her for the sake of the organization. Karen Syverson asked if we were able to be finished with the project without the chapter suspension. Project completion was independent of this motion to suspend Bret assured. By October, Bret anticipates that the commission will have paid out its retainage, the city will have paid out its money and edr will have been paid all except the frozen funds in the chapter bank accounts. These funds are only accessible to us by Michelle signing a check or by court order. If Bob and Michelle are removed as Wild Ones members then they cannot legally continue to withhold these funds and Bret can get the court order to complete payment terms by accessing the funds. Steve Windsor reminded that the chapter can be subsequently reorganized. The time drain on this issue has been enormous he added. Bret commented that this motion deals with a chapter president refusing to do what they have been told to do. Michelle has said she will cooperate if they (edr) do what they are supposed to do. This is not Michelle’s determination according to Bret. It is national’s, and we’ve made that determination and she refuses to accept our authority.

A roll call was made on the motion. Voting in favor: Hacker-Hennig, Hayes, Powelka, Rappaport, Rice, Whitman, and Windsor. Voting against: Armstrong, Harper-Lore, and Vanstrom. Abstained: McCullough and Syverson. The motion carried.

OLD BUSINESS

All old business items were tabled.

NEW BUSINESS

No new business items were presented.

ADJOURNMENT

The meeting was adjourned at 6:48PM.