Minneapolis Telecommunications Network
Board of Directors Meeting
Monday, August 20, 2013
Members Present: Dave Anton, Jenny Hanson, Peter Larsen, Chris Lautenschlager, Barb Nei, Anita Urvina Davis.
Board Members Absent: Jay Ludke, Lamarr Scott, Kevinn Tam.
Ex-Officio Present: John Harrison
Others Present: Michael Fallon, Marc Kotsonas, Kevin Loecke
Larsen called the Board meeting to order at 6:10 pm
I. Opening Business
A. Comments from public, staff and board – Michael Fallon proposed that because of the influx of new Board members that each person briefly introduce themselves to each other. The board approved by consensus and did so.
Chair Larsen notified the Board of the resignation of Board member Jay Ludke, received early this morning, and read the resignation in its entirety to the Board.
B. Approval of August meeting agenda. MSP Lautenschlager, Hanson.
C. Approval of minutes from the March and June Board meetings. It was noted by Chair Larsen that Secretary Tam had lost the March minutes. The June minutes were presented and accepted by the Board. MSP Nei, Hanson.
II. Reports
A. Treasurer’s Report – Fallon and Loecke presented.
Executive Director Fallon presented the June financials and spoke to the financial position of the organization. Of note was the fact that recently six of the grant proposals put out were declined, though positively. ED Fallon guessed that we would likely have a $20K gap at the end of the fiscal year, and that we would be trying to close the gap through fundraising. When asked about similar situations during MTN's history, Chair Larsen commented that we had never been in a similar financial position in recent history, but that we were equipped to fill the gap with surplus funds from other years as well as investments, though this would not be preferable.
Kevin Loecke then presented and read a resolution to make a change to the 401K plan which would put current ED Fallon in the position of trustee of the 401K, while at the same time taking former ED Colby out of the position. MSP Urvina Davis, Nei. Paperwork was then signed by Chair Larsen and forwarded to Kevin Loecke for submittal.
B. City of Minneapolis – Harrison presented.
Board Member Harrison had two items to present to the Board at this meeting. The first was that four positions will soon be vacant on the Board; Namely the seats occupied by Board Members Ludke, Scott, Lautenschlager, and Tam (seats 2, 9, 1, and 6). Harrison asked that we be intentional about getting the word out to potential nominees, and noted that the application could be found at: http://www.minneapolismn.gov/boards/openings/WCMS1P-112860
Additionally, MTN's budget hearing is scheduled for Monday, September 30 from 1-1:30pm in Council Chambers at City Hall.
C. Executive Director's Report – Fallon presented.
ED Fallon's report focused on three particular areas. The first was his continuing outreach. Of particular note was his contacts with developers and partners in our potential bid to move out of St. Anthony Main in the next few months. There were also several ongoing outreach projects which he had continued to work onfrom previous months.
The second part of the report consisted of budget and fundraising initiatives. Much of this was covered during the financial portion of the presentation this evening, but ED Fallon also noted that the Mayor's budget had come back with the original pre-putback number of $463K with a 2% increase, as well as a rejection of an additional request for funds to deal with equipment and technology needs. Chair Larsen noted that Mayor Rybak's freeze/reduction in taxes this year made it particularly unlikely that we would receive additional funds.
The third part of the report dealt with organizational issues, including the open youth coordinator position for which he was currently interviewing. ED Fallon also noted that some of the candidates he would extend an invitation to join the freelance producer roster. Additionally, he would begin work in earnest soon on the budget for FY2014.
III. New Business
A. Audit Presentation- Kotsonas presented.
Marc Kotsonas of Mahoney, Ulbrich, Christianson, Russ presented the audit for FY2012. Kotsonas noted that the opinion was unmodified (or unqualified) and that overall the books were in good order and the internal financial statements were clear and up to date.
Kotsonas offered several ideas for financial controls, including segregation of payroll and production revenue functions, bank statement reconciliation by the ED, and utilizing Facil in conjunction with QuickBooks. Additionally, revisiting investment, whistleblower, document retention, and gift acceptance policies would be beneficial for the organization. He also offered that both he and the IRS have sample policies to consult.
In addition, Kotsonas noted that it might behoove the organization to segregate fundraising efforts in the budget so that in the future, organizations could see the effort expended on fundraising, and where the money from successful fundraising campaigns went. Chair Larsen asked a question about whether or not the organization should continue being a fiscal agent or not. Kotsonas replied that he had never seen any problems with it, but that a policy and regular review should be in place, as well as the fact that the organizations we are fiscal agents for should be in line with the MTN's mission. He also stated that some NPO lawyers advise against doing fiscal agency at all.
B. Treasurer's Election
The election for Treasurer was postponed until after the Board Member orientation.
C. New Meeting Time
A motion was made that the meeting time from September through December 2013 would be the third Monday of the month at 6pm, held at MTN. MSP Nei, Lautenschlager.
D. Mid-Year Budget Check-in
There was further discussion and clarification about the current budget situation, and it was proposed by ED Fallon that in lieu of compensation, he would prefer a week of vacation time, and further, that he would like to offer the employees a 2% raise this year. Board Member Urvina Davis talked about the perception of a disparity between ED compensation and compensation for non-executives. From this discussion, two motions were made.
Motion 1: To extend one additional week of vacation time to Michael Fallon for the coming year. MSP Nei, Urvina Davis.
Motion 2: To extend the option of either a 2% salary increase or equivalent vacation time, prorated to employment percentage to employees in the coming year. MSP Urvina Davis, Hanson.
E. Board Member Orientation
The Board Member Orientation began with Chair Larsen passing out and guiding the Board through the Board Member Handbook. Chair Larsen also went through the background information of the organization, organizational structure, and plans for the future. Michael Fallon added additional insights into the organizational successes and struggles in the past year from his perspective.
It was noted during the portion of the presentation on attendance that Secretary Tam had missed this meeting, as well as the two previous, triggering a discussion about his further involvement on the Board between him and Chair Larsen.
During the election for Treasurer, there were no candidates, triggering the following motion: As there were no candidates for the office of Treasurer, a motion is made to delay the election of Treasurer until the September 2013 Board meeting. MSP Hanson, Urvina Davis. It was further noted that the resolution passed at the previous meeting would still be in effect (that the Executive Committee would continue to meet in lieu of the Treasurer to review finances).
Motion to adjorn at 9:05pm. MSP Hanson, Nei.
Respectfully submitted,
-Peter Larsen