The Meeting Was Called to Order At s1

Special Conference Call October 4, First Last July 8, 2011 2011 Dennis Aanenson N Y Dean Buckneberg N Y Mike Derby Y CC Dana Dykhouse N Y Curt Everson N CC Rod Fouberg N CC Mark Froke Y Y Curt Hage N N Anne Jackson N NA Jacquelyn Johnson N Y Kitty Kinsman N NA Steve Kirby Y Y Paul Knecht N CC Roger Kozak Y CC Al Kurtenbach N Y David Link Y Y David Lust N CC Don Marker Y Y Judith Meierhenry Y Y Rick Melmer N N Wade Pehl Y CC John Porter Y Y David Rozenboom N N Brian Sandvig Y CC Bill Shorma Y N James Siemens N Y Bob Thimjon Y Y Total Participation: 12 21

Junior Achievement of South Dakota - Board of Directors Meeting Tuesday, October 4, 2011

Other participants: Resa Fincher, Felan Ritze, and Kayla Eitreim

Roll Call: The Board Meeting was called to order at 11:10 am by Chair Steve Kirby.

Approval of Minutes: A motion was made by John Porter to approve the minutes of the June 2011 meeting. Dana Dykhouse seconded the motion. The motion was unanimously approved.

Staff Recognition: Don Marker thanked Resa Fincher and Felan Ritze for their assistance and accomplishments during the president transition.

Mission Moment: Resa Fincher shared a slideshow of photos from the JA North American Company of the Year Competition held in Washington, DC in July 2011. A group of students from Harrisburg High School formed the company “Gripperz” through the JA Company Program® and was chosen to compete at this competition. Resa shared some highlights from the team’s trip, including meeting JA USA President Jack Kosakowski and Congresswoman Kristi Noem. Resa also thanked Dr. Al Kurtenbach for serving as one of the competition’s pre- judges. Dr. Kurtenbach judged the companies’ annual reports and commercials prior to the competition in Washington, DC.

2011 Audit Presentation: Jon Schulte and Sabrina Degen, RSM McGladrey, presented the findings of the 2010-11 audit and gave a “clean opinion”. The audit report showed that JA of South Dakota’s change in unrestricted net assets was a positive surplus of $145,109. Total revenue was $983,030 in 10-11, a decrease from $1,064,573 in 09-10. The total unrestricted net assets ending on June 30, 2011, was $748,993.

Bob Thimjon, on behalf of the Audit Committee, motioned to approve the 2011 audited report from RSM McGladrey as presented. Dean Buckneberg seconded the motion. Motion was unanimously approved. Bob Thimjon thanked Jon and his staff for the very thorough audit and for the discount in audit fees.

President’s Report: The entire JA team stopped in to briefly introduce themselves to the state board. Kayla presented the current organizational chart, and announced that the search for a Development Director will be re- opened. We may not find the right candidate through the traditional job announcement, but it is the hope that the position will be filled and the person will begin working in the first quarter 2012. Kayla presented the Amendment of Bylaws indicating the name change from JA Worldwide to Junior Achievement USA, effective July 1, 2011. John Porter motioned to amend the bylaws. Dean Buckneberg seconded the motion. The motion was unanimously approved. As board secretary, Dean Buckneberg will sign the official copy to be submitted to Junior Achievement USA.

JA Area Board Reports: Kayla Eitreim presented the JA Area Board Comparison, indicating changes in Fund Drive revenue, student numbers, and Bowl-a-Thon teams and income. Overall, projected 2011-12 Fund Drive revenues were up by $17,773, student numbers were projected to increase by 187 in 2011-12, and 2010 Bowl-a-Thon revenues were down by $10,486. Kayla mentioned that two JA areas were forced to cut classrooms for the 2011-12 year due to a lack of funding. Mitchell cut first grade, and the Rapid City board cut 15 sections in Black Hawk and Rapid City private schools (except St. Elizabeth Seton). There are also some communities where student numbers are projected to decrease, but these changes are due to natural movement – families moving out of the district – or smaller student populations. Board development will be a focus this fall and winter, as we try to build up the boards that are struggling to complete Fund Drive calls and secure funding. Bob Thimjon asked about the possibility of expanding JA Excelling through Ethics into the Harrisburg High School. Resa said that we would look into it this year as a possible option for the 2012-13 school year.

JA USA Pilots: Resa Fincher reported that Junior Achievement of South Dakota was chosen to participate on the 2012 JA Area Curriculum Task Force. As part of the task force, our office will be involved in piloting two revised curricula, fourth grade Our Region, and high school JA Personal Finance.

Website/BCRM Updates: Felan Ritze reported that she is working with Green Eggs and Ram in Sioux Falls to create a new website. The project is started, and she estimates the site will be completed in January 2012. Al Kurtenbach asked if JA USA offers websites for franchises to follow. Felan mentioned that we have the opportunity to create our own site for South Dakota. Bob Thimjon asked if there was a default website that all areas can use. Felan mentioned that JA USA has a site that can be utilized, but given the amount of things we like to customize in South Dakota, this redesign was the best option for us. Al suggested that maybe the vendor (Green Eggs and Ram) may have an opportunity to use the new site designed for JA of South Dakota as a possible template for other JA areas. Felan agreed to share this suggestion with the vendor.

Grants Received: Resa Fincher shared with the board that JA of South Dakota was awarded a $10,000 MetLife Foundation Sowing the Seeds of Entrepreneurship Award, and was again a recipient of a $24,200 State Farm Youth Advisory Board grant. We believe JASD is the only organization to receive a grant of this size from State Farm for three years in a row. Both grants will help JASD implement Reverse Roles: Students Teaching Parents about Financial Literacy and Entrepreneurship, which will focus on JA students taking the concepts they learned from their JA classroom volunteer home to teach their parents and siblings about financial literacy and entrepreneurship. JA will be working with students in elementary, middle and high school to complete this project. The State Farm grant will be announced at Axtell Park Middle School on Wednesday, October 26 at 9:15 am. All interested State Board members were invited to attend. John Porter asked the JA staff to explain how doors are opened with funders of this type. Kayla explained that the funding opportunities from MetLife and State Farm were introduced by JA Worldwide (now JA USA), and the staff works to identify other grant funders by conversations with board members and other research.

2011-12 Plan of Action: Kayla Eitreim briefly reviewed the 2011-12 Plan of Action, which is a combination of the JA Area Boards’ plans to reach more than 44,400 students. Dave Link moved to approve the 2011-12 Plan of Action. Judith Meierhenry seconded this motion and the Board unanimously approved it. The plans of action from each JA Area Board will be available for the board to review prior to the December 14, 2011 board meeting.

Strategic Planning Process: Kayla Eitreim reviewed her plan to develop the new strategic plan for Junior Achievement of South Dakota. There was a draft plan created last spring, and that will be used as a template to generate ideas and opinions. Kayla will soon be asking for interested state board members to participate in a Task Force to begin researching ideas. The plan will also need to address the staffing structure of the organization to ensure the proper number of staff and required skill sets are in place to ensure the plan’s success. Bob Thimjon asked about Union County, SD, since the Sioux City JA office was going to close. Kayla mentioned that she believed the franchise was going to be taken over by the Omaha, NE JA office. John Porter mentioned that in June 2011, the board was approached with the opportunity to acquire the Sioux City franchise, but the board decided to wait. The organization was looking to be funded, and their board was not strong. Because of the decision not to acquire the entire franchise, Bob asked Kayla to do some research to determine if Union County would be available sometime in the future. Kayla agreed to make some contacts at JA USA to secure additional information.

Chair’s Report: Steve Kirby announced to the board that Dana Dykhouse accepted his JA Gold Leadership Award at a ceremony in Washington, DC in September 2011. Steve mentioned that Dana has been a JA classroom volunteer for over 20 years and has served as a board member since 1994. Steve shared with the board that Dana was one of ten volunteers out of 171,000 US volunteers chosen to receive this award. The board thanked Dana for his leadership and commitment to JA of South Dakota. Steve shared the Area Board Liaison assignments, and Kayla shared the role of liaison – to attend the board retreat, board development conference call, and the board’s JA Excelling through Ethics event. Steve asked the board members to complete and sign the annual board responsibilities and conflict of interest forms, to be returned to the JA office. Steve stated that board dues will be $50 this year and the State Office will send invoices. Steve shared future area training dates and upcoming state board meetings during the 2011-12 year.

Treasurer’s Report: Dean Buckneberg presented the 2011-12 “working” budget of $1,010,972 in revenue with $1,010,668 in expenses. Dean shared with the board that the Development Director position is included in the budget numbers, and this is a working document that may change due to staffing needs. Dean Buckneberg moved to approve the 2011-12 budget, seconded by Bob Thimjon; unanimously approved. Dean Buckneberg stated that the July financials are in draft form. Dean Buckneberg shared information regarding the organization’s CDs. Many CDs are coming due over the next year, and the rate is going to be declining (currently, the average rate on JA’s CDs is 3.74%). Dean recommended the staff and board research CDs and other investments to determine the best options. Dean recommended the check signers for JA Bank Accounts: Signers for the State Office petty cash account are Dean Buckneberg and State Office JA Staff. Signers for the JA checking account are Dean Buckneberg, Kayla Eitreim, Don Marker, Dana Dykhouse, Dave Rozenboom, and Curt Hage. Signers for the Black Hills petty cash account are Dean Buckneberg and Kayla Eitreim. Signers for the certificates of deposits are Kayla Eitreim and Dean Buckneberg. Dean Buckneberg moved to approve the check signers. Bob Thimjon seconded this motion. Unanimously approved.

Executive Session: Steve Kirby thanked Judith Meierhenry for leading the President selection committee. Judith and Don Marker shared an overview of the process, and thanked Howard Bartner from JA USA for his assistance in running the process. The board asked Judith to send a thank you letter to Howard and JA USA on behalf of the board. Kayla shared her excitement about being back at JA, and indicated she would be contacting the State Board members and some area board members to have the chance to visit one on one and share ideas and suggestions. Kayla will also be meeting with each staff member one on one in the coming weeks to determine how things are going from a workload and staff morale perspective. Steve Kirby moved to go into Executive Session. Judith Meierhenry seconded the motion. Motion approved.

Meeting adjourned at 1:10 pm