Midyear Board Meeting - May 1, 2011

Sugarloaf Station Foundation, Inc.

Midyear Board Meeting - May 1, 2011

DRAFT BOARD MINUTES

Attendees: Paul Zappettini, Nicolas Ridout, Brian Dezzani, Andrew Johnson, Reid Briggs, Kyle Holmes, Scotty Comer, Clara Neilsen, Kathi Lishman, Karen Shelnutt, Fiona Young, Mike Gunderson, Nina Gibson, Cathy Bean, Teri deRosier, Julie Bush, Susan Musker, Monika Stephens, Dean Garrison, Ralph Friend, Margie Bryant, Cherie Hacker, Kevin Brown, Bob Edwards and Heidi Weiland.

Non-attending Board Members: Annie Bowler, Kristine Moore, Steve Luhrs, Jeremy Meyers, Vicki Barber.

The 2011 Midyear Board Meeting at EDCOE began at 1:05 p.m. Clara Neilsen led the pledge of allegiance.

1. Camino Country Quilt Show Presentation / Karen Shelnutt

Karen Shelnutt spoke about the quilt show and raffle with the proceeds going to Sugarloaf. This beautiful “Give Thanks” quilt is being shown throughout our community and will be raffled off in September.

The Camino quilt club is a non-profit organization. The raffle will take place under the auspices of our Foundation because the quilt club is less than one year old.

Motion/Margie second/Terri to have the Foundation file an application with the State to qualify to hold the raffle. Motion carried unanimously.

Paul will fill out the application and Karen will provide the information for the final report that will be submitted to the Attorney General’s Office.

Page 1 of 8

2. Review and Adopt minutes from the November/2010 Meeting

Paul mentioned that there were some duplicate names on the list of attendees. Teri corrected the Annual Fundraiser date to August 27, 2011. Kathi requested a change in the Public Relations Report to add “for the 50th year of camps” to the EDCOE resolution.

Motion/Nicolas/second/Kathi Lishman to adopt the minutes as amended. Motion carried unanimously.

3. Treasurer’s Report / Reid Briggs

Reid announced that the Foundation is solvent and he reviewed the treasurer’s report.

He mentioned that a large CD matured at Umpqua in March with an option to renew it at .75% for 12 months. Paul and Reid decided to transfer the proceeds to a T-series Business Money Market account with a variable rate of .50% and ask for Board direction.

Kathi Lishman asked about the type of fund that we have at the EDCF. Paul confirmed that it is an endowed fund, with the principal not be accessible and the available funds part of the approximately $177k currently in the fund..

Reid announced that he will no longer run for treasurer in November. Julie asked how many hours he puts in during the year. He estimated about 30 hours a year.

Susan questioned the Pratt account balance and Reid clarified that there had been a mistake on the previous report. An extra “0” was included in the report. The corrected balance was in the current report.

Motion/Heidi/second/Kevin Brown to approve the treasurer’s report and the transactions since the November meeting. Motion carried unanimously.

Paul commented on why he and Reid decided not to immediately renew the large CD. He and Reid hoped for a better rate and decided to transfer the principal of about $220k to the variable money market account pending Board direction. Also in the money market account are the net proceeds from the 2010-Annual Fundraiser ($19,500) and the $5,000 grant for the digital recording class. Paul asked for a motion to direct him and Reid to reinvest the CD portion when rates improved.

Motion/Nicolas/second/Heidi to direct Paul and Reid to reinvest all CDs. Motion carried.

Paul also mentioned that he received an email from Dean about possibly opening a PayPal account for online donations to the Foundation. Dean said that using an online donation button might encourage others to donate. The fee for using PayPal would be .295% plus $.50 per transaction. There is no set up fee. The Board thought that there should be disclosure of the transaction fees on the website to give potential donors information about that payment option.

Teri asked an update about the new EDCF donation opportunity for Sugarloaf. Paul pointed out that any donations made on the EDCF site would go directly to the endowed fund at EDCF and would not come to the Foundation business account as a PayPal donation would.

Teri asked whether we could sell tickets to the fundraiser through PayPal. Per Dean, that would be an available payment option.

Fiona asked who would manage the PayPal account. Dean said it would be the treasurer’s responsibility as the funds would be deposited directly to the Foundation business account. Also, the PayPal account can be set up so that an email thanking the donor would be sent immediately upon receiving the donation.

Motion/Ralph/second/Kyle to establish a PayPal account that will be tied to to our current business checking account. Motion carried unanimously. Kyle agreed to set up the account and Dean offered to help.

4. 2010/11 Sugarloaf EDCOE Report / Cathy Bean

Cathy presented a report on the 2010 camp. There was a $11,500 surplus that was expected due to the changes put in place. The online application will only cost about $3000.

In general, the online registration went relatively well. Although there were several glitches, EDCOE is working on them. EDCOE believes the initial problems can be managed by the program.

Cathy announced the retirement of Gary and Julie Bush from the EDCOE registration and Sugarloaf camp driver positions. Cathy hopes that they will reconsider.

Paul asked about the $44k balance in the trust fund maintained by EDCOE (includes the $11,500 surplus from 2010). Reid asked if there should be an amount to maintain cushion for unexpected expenses. If our Foundation wanted to access some of the funds, it would be a matter of requesting the funds. EDCOE would ultimately need approval from the El Dorado County School Board to use the funds for camp.

5. 2011 Sugarloaf Fine Arts Camp Report /Brian Dezzani & Andy Johnson

Andy shared a video from one of the 2010 camper talent nights. The board enjoyed an amazing show.

Andy reported that one of the big projects this year was the online registration. Second, was the website is almost done thanks to Anna Alley. Another project was finding a program to keep track of staff. Anna also worked on this project.

Brian reported on the new Digital Recording major which will be taught by former camper Aaron Mulho who works in Los Angeles. Aaron, Brian and Andy have been collaborating on finding the items needed for the major. The class will have only five campers this year, but may be expanded depending how it goes.

Andy spoke about another new major. A Cappella with Beth Wilmert will have about eight campers.

A former camper who works with Yamaha offered an instrument donation. Andy and Brian are still trying to determine which instrument would help the music program.

Mike Gunderson questioned why there was no advanced announcement about camp registration to the music teachers in the county. Julie explained because the date(s) of online registration were not known until late in the process, no announcements were sent to any teachers in the county. After much discussion, Cathy expressed her hope that better communication all around will happen next year.

Cathy congratulated Brian and Andy on what they have done so far with preparations for the 2011-camps.

Paul asked when the Foundation will be notified about the spending of the grant monies. The directors expected information within a few weeks so that a report can be sent to the EDCF.

The directors next proposed purchases for the 2011-camps. Brian said last year’s purchases were great. He and Andy have been working on their budget. The Foundation’s monies are truly appreciated and hoped the items requested will be things the Foundation will be pleased to support.

Brian then discussed the list of requests. There was a lengthy question/answer period. Brian and Andy did a great job of describing their requests and the need for them.

Heidi made a motion to approve up to a total of $14,000 for the purchase of materials subject to the discretion of the directors and confirmation by the executive board. Seconded by Kyle. Motion carried unanimously.

6. Committee Reports

a. Scholarship - Sue Musker

Sue reported that the committee met at Paul’ s home in March and it was a very successful meeting. They awarded general and financial need scholarships. A total of about $31k in scholarships will be administered by the Foundation this year. Funds for those scholarships are already available. Sue also read some of the Thank You notes from campers.

b. Annual Fundraiser - Nina Gibson

Nina reported that Save the Date cards were recently sent out for the Annual Fundraiser, the Whitewater Happening and the Quilt raffle. She asked if there were any other sponsors she should mention in the invitation for the annual fundraiser. She is looking for help with getting raffle items for the auction. Teri is stepping back because of her Publicity responsibilities. Paul asked if the committee has a budget as yet. Nina said not at this time. The Salsa class will not be offered this year due to space issues. Brian asked who receives the mailer. Nina said it is a list that has been compiled for the past nine years. Brian suggested sending out a PDF to all camper parents via email. Paul asked Nina to get a PDF to Carrie.

Page 1 of 8

c. Board Development - Dean Garrison

Dean expressed his delight at seeing Clara at the board meeting. He shared that the Board Development Committee met in February to discuss the process to insure a smooth transition for officer transitions. The committee worked on descriptions for the positions of president, vice president and treasurer. They also discussed the rational of internal and external vice president positions and possibly of having one vice president. He referred to the Board’s new job descriptions.

Teri addressed the structure and job definitions. She expressed concern about people being able to commit for up to six years if there was a vertical system with two vice presidents and president, each with two-year terms. There was further discussion about transferring some of the president’s duties to the vice president(s) and/or secretary.

Cathy responded by stating that no officer or member of the executive committee should be overwhelmed. She understands that we need to get rid of bureaucracy, etc. She feels that it is important to make sure that everybody has a doable job.

Kathi Lishman suggested that the Board consider a structure without any vice president(s). The executive committee might consist of the president, treasurer, secretary and committee chairs. She also felt that we should not have mandatory terms.

Cathy felt the board might consider a horizontal rather than vertical structure for its officers. Dean said perhaps we should have the executive committee meet quarterly.

Karen commented on the need to talk about the transition of a president who has been here for 15 years. Paul stated that it is best for this organization to share the wealth. The next president needs to know delegate duties currently handled by Paul and his office staff.

Ralph moved to postpone any decision until we have other options to consider.

The motion was seconded by Nicolas who suggested we have a meeting before November when elections take place.

Paul asked when the next meeting would be to determine what will be presented at the November meeting. There appeared consensus that we needed a structure in place before the general membership meeting.

Ralph withdrew his previous motion and Nicolas his second. Ralph offered a new motion to refer the matter back to board development and then to a “committee of the whole” prior to November. The motion was seconded by Kathi. The motion was approved unanimously with the understanding that the “committee of the whole” would convene in September at a date to be determined.

Dean requested that board members and officers who are not interested in continuing let the board development committee know in the near future so plans could be made.

Regarding seeking new board members, the issue is whose role is it? Perhaps we should consider a nominating committee? Paul stated that might depend on the size is the board. Dean stated that the nominating committee would not be part of his board development committee.

Ralph suggested that those whose terms are expiring be notified that they need to let Dean know if they plan on not continuing.

Dean wants to know how we are going about determining who the student would be on the board. Andy feels that they can come up with a procedure for the nomination. After much discussion, Cathy suggested that the directors make the announcement at camp about the one-year board position and also encourage staff recommend potential candidates. Paul called for a description of the candidate. Dean said that will be prepared.

d. Executive - Paul Zappettini

Paul said he first wanted to discuss the amended by-laws which are condensed so we will know where we stand today. They can be changed at any time. Paul recommended we adopt the by-laws.

Motion/Heidi/second/Dean. Motion carried unanimously.

e. Public Relations /Marketing - Teri deRosier

Teri stated we do not have a tri-fold. We need to print one but she needs funding. Teri had priced printers and has an opportunity at Minuteman for 1000 tri-folds for $199.

Reid moved that we authorize up to $500. Second by Karen. Motion carried unanimously.