November 14, 2006 Unapproved Minutes Present: Richard Welch, Sam Seidel, Clay Rockefeller, Laura Travis, Jonathan Bonner, Brian Jepson, Michael Chazan, Seth Price, Matt Cullina, Marlaine Noel, John Scott, Keith Munslow STAFF: Shawn Wallace, Lucie Searle Guests: Aaron McCormick, potential board member; Kipp Bradford, potential board member 1) Call to order and Welcome, 6:04 Steve Durkee has submitted his resignation. We'll be holding an event to recognize his service and committment to AS220. Stacy Jordan has requested a leave of absence from the board from two weeks ago to the end of the year, and that has been granted. Kipp Bradford is with us tonight, and we are seeking a vote on his nomination to the board. 2) Approval of the Minutes MOTIONED: Michael SECONDED: Marlaine SO MOVED 3) Financial Report Favorable to budget on income. Unfavorable to budget on expenses. It all evens out. By the end of the year, we'll have our audit for the past year. 4) Election of Kipp to the board NOMINATED: Matt SECONDED: Jonathan SO MOVED 5) Dreyfus Report * Has reaffirmed March 31 deadline with builders numerous times. * Very pleased with Trac. * Dreyfus Hotel Restaurant: - Passed around a development presentation for the restaurant (concept art, designs, etc.). - The question came up of whether we've publicly announced that Josh Miller is the tenant. Lucie will coordinate with Josh to make some kind of announcement - Michael raised the question of whether the insurance policy that Josh took uses a collatoral assignment instead of a beneficiary designation (it should use the former). Lucie and Richard will pursue. - Lucie will send a copy of the lease to the board. Lucie and Arley are working on a brochure to show off the Dreyfus to potential artist tenants. Lucie will coordinate a tour for the board just before the next board meeting. 6) Chair report * Sabbatical policy - Richard raised the question of whether AS220 is responsible for the activities that the employee engages in during the sabbatical and whether there's an impact on liability: does our liability policy cover them if they have an accident while they are working on their project? - Richard asked who owns the work? If they create a work while on the funded sabbatical, who gets to keep it? We felt that this should be spelled out in the policy (that the artist has the rights to the work), since the default (an employee creating a work on the clock) is for AS220 to own the work. - Michael felt that the fact that unused vacation time is rolled into the sabbatical, it encourages people to use up their vacation time before the sabbatical. Not that there's anything wrong with that. * Richard departed the meeting - Marlaine asked that we spell out some things before we approve it. For example: is it five years consecutive or aggregate? MOTION: Seth SECOND: Jonathan SO MOVED (one against) John's opposition: * Does not support use of vacation time because it seems punitive. Laura asked that we review this policy after Bert's sabbatical * Treasurer position is open Please get in touch with Matt if you are interested. Marlaine asked what this involves: Shawn: 4pm or 4:30 right before each board meeting. 1.5 hours every month. Shawn needs someone who can understand AS220's financial responsibilities. 7) Bylaw Review (Michael) * Only two or three main issues. Subject to our discussion tonight, Michael will provide a redlined copy. - How much for a quorum? Currently 1/2, Michael proposes 1/3. - Bylaws don't state that we must meet every month. Michael proposes that we make it monthly. - Conflict of interest policy. New entities are required by the IRS to do this, we should have one. Jonathan asked what constitutes a conflict of interest. Michael asked him if he was paid for his work on the sign. In the discussion that followed, the possibility was raised that this could be a conflict of interest (depending on whether the board had oversight of that decision, whether there was a call for proposals, and other factors). A conflict of interest policy would provide clear guidance for future projects such as this. 8) Membership Drive (Matt and Seth) Matt is working on a review of the membership plan with Seth: meeting every Tuesday at lunch, please join them. Seth: nonprofits that rely solely on grantgiving have major peaks and valleys, but organizations that can depend on their membership have more even experiences. Larger membership also helps get support from corporate donors. Laura pointed out that membership was higher when we mailed out publications to members (perceived value). Shawn: Went out recently to the Wallace Foundation meeting. This foundation is moving toward research and other geographical areas. We're going to be more dependent on membership and earned income as a result. 9) Countrywide Opportunity Countrywide Mortgage Lender has approached Seth to establish a giving program where AS220 is given donations for referrals (if a borrower mentions the referral program, AS220 gets $200). This is similar to some of the things that public radio stations do (mention the fund raising drive, some money is donated). The real benefit is not in the money, but in the fact that the lending agents become informed about AS220. Since these folks are constantly interfacing with new arrivals to the area, they can be effective evangelists. Motion that this be approved provided 1) that we revisit this in a year to see if it's been successful 2) that we ask for it to be raised to $220 to be consistent with our name (don't make that a dealbreaker): MOTIONED: Michael Chazan SECOND: Jonathan Bonner SO MOVED 10) Adjourn MOTIONED: Matt SECOND: Seth SO MOVED