Board Meeting
National Interpretive Workshop
Las Vegas, NV, November 15, 2010
President Jim Covel called the meeting to order; 8:07 AM
PARTICIPANTS
Jim Covel, Amy Lethbridge, Donna Richardson, Bruce Stebbins, Amy Galperin, Amy Ford, Travis Williams, Mary Goodyear, Todd Bridgewater, Linda Strand, Shea Lewis, Tim Krynak, K.C. Dendooven, Mike Whatley, David Knotts, Tim Merriman and Lisa Brochu
Adjustment to agenda –
Item 6 Bylaws Revision, is pulled from the agenda.
ACTION ITEMS (MOTION REQUIRED)
1. Approval of the Minutes
I move that we accept the minutes from the Spring 2010 Board Meeting.
Motion by Donna Richardson and second by Travis Williams.
Vote: 14 Aye, 0 nay, 0 abstentions
2. Treasurer’s Report
I move that we accept the Treasurer’s Report
Motion by Amy Lethbridge and second by Travis Williams
Vote: 14 Aye, 0 nay, 0 abstentions
Discussion: The NAI Audit was reviewed by board members and non-board members. It is difficult to compare 2010 with 2009 figures due to changes in the accounting procedures. Last year Life membership was counted as revenue, now it is counted as deferred income. Life membership is spread over 20 years now. New Life Time members are counted as 1/20 each yearand the remainder is posted in deferred revenue,. however, Llifetime membership money is immediately available for operations funds. Last year Depreciation Expensewas was booked at the end of the year, now it is in the budget as an operating expenses throughout the year. These changes put NAI accounting more in line with current standards of practice (GAAP).
We are about $32,000 better off than last year at this time. We have seen a decrease in sales of books, ads and membership. Our investments are not doing as well as predicted. NAI training is doing well and certification and consulting is up. The National Workshop will have a big impact on our finances and results cannot be predicted until it is over. There are unexpected expenses at this year’s workshop especially for media, over head and union costs.
Our Aauditor wants the us to list details about income rather than list so many items as Miscellaneous Income. Misc. income to besmaller. Misc. income is mainly stale checks which members are not cashing check. The staff does call people and ask them to cash the check.
Our finances are upside down Jan to Oct because of the deferred income and the workshop, and then we may be in the black during the fall quarter, mostly due to the workshop. Our lLine of credit is paid down from last year. The audit committee is very active and communicates regularly; the members are Bruce Stebbins, Travis Williams, K.C. Dendooven, Amy Roell and Bradley Black.
3. Audit Motion
I move we approve the 2009 audit by Brock ad Co.
Motion by Bruce Stebbins and second by Amy Lethbridge
Votes: 13 Ayes, 0 nay, 1 abstention.
It was an uneventfully audit, any recommendations were implemented.
New professional audit team is working out well especially since there isconsistently consistency of individual auditors and they are very thoroughly.
Vote: 13 ayes, 0 nays, 1 abstention
4. 2011 Business Plan and Budget
I move we approve the Business Plan and Budget for 2011 as presented.
Motion by Bruce Stebbins and second by Linda StrandDiscussion:
Vote: 13 ayes, 0 nays, 1 abstention
Discussion:
There is a slight decrease inmembership numbers over our historic high in 2008. NAI Commercial members and instructional institutional member categorieshas have seen a big decrease. The economy and raised increased fees have affected them. There is an increase in student membership. This is especially due to the certification program.There is a big challenge in getting them CIGs to renewal. Life membership is coming in steadily. NAI staff is trying to increase sales of electronic ads.
I move that we go into Executive Session.
Motion by Bruce Stebbin and second by Shea Lewis occurred 9:00 AM
Vote 13 ayes, 0 nays 1 abstention
Discussion on future National Office staffing
I move that we moved out of executive session
Moved by Jim Covell and second by Amy Galperin atExecutive session was adjourned and regular meeting resumed at 9:15 AM
Executive Director Tim Merriman presented a Power point on the Business Plan.
Challenges
- Restructure membership to better serve all
- Increase Enos Mills “200” by 60 more
- Improve business management practices
- Manage workshops to create surplus
- Implement IMIS solution to better serve all
- Expand electronic publications and webinars
Thoughts to consider
- Certification brings us 1,500 new members annually that but retention of CIGs is low. we do not retain well
- Regions and sections are the “heart” of NAI to some members and barely noticed or considered problems by others.
- We have 22 treasurers managing our funds independently with 22 boards, which introduces significant variability in business practices.
- Our current structure pits us against each other, competing for resources, instead of encouraging collaboration.
New Initiatives
- Implement IMIS sSolution
- Implement new membership structure
- Launch on-line Logic Model course
- Develop monthly webinar series
New Pricing Structure
A monthly or quarterly payment for membership will be an option with the IMIS software.All members will receive both Legacy and the Jjournal of Interpretation. Members will be able to join as many regions or sections as they want. Commercial and Institutional membership will be able to buy full membership for staff at the same site address for a rdeduced rate under a their membership.
Break at 9:55 a.m., resume meeting at back 10:15 a.m.
5. Organization Unit Policy: Bringing policies and business practices into compliance with audit recommendations.
I move that all organizational units use national office registration procedures for all paid events
Motion by Amy Lethbridge and second by Travis Williams
Friendly amendment
All organizational use NAI organizational registrations procedures for all paid events, effectively immediately –
Motion by Travis Williams and second by Shea Lewis.
Vote: 13 Ayes 0 nays, 1 abstention
Discussion
– NAI should needs to be able to respond to auditor’s questions and have the needed records documentation for audit purposes. When individual regions or sections handle their own registration, there is rarely adequate documentation provided to the main office for records. Workshop registration is often the largest volume of transactions and funds at the region/section level, and for that reason is of significant interest to our auditors. Auditor’s They could request insist that NAI fly them out to inspect the books at other entriesat;rRegions or sSections. The IMIS software will allow rRegions to get reports on workshops and their membersrosters of what sessions members signed up for.Manual is not clear on how to address workshops with partners. Concern was expressed about establishing workshop fees and any fees or costs for using the nNational registration system. Staff responded that there wouldn’t be a cost to regions or sections for using this registration service.
Staff is directed to up date workshop manual to reflect these changes.
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I move that all organizational units comply with NAI procedures for selection and distribution of all scholarships; cash awards programs and other professional development grants.
Moved by Amy Lethbridge and second by K.C. Dendooven
Vote: 14 Ayes, 0 nays, 0 abstentions
Discussion
The National Office should havescholarship selection and award process should be consistent and scholarship records centralizedbecause of the IRS rules and audit and to ensure compliance with regulationsto comply with IRS recommendations. There are 18 different 501 C categories and if people are not following same procedures they may not be in following NAI 501 C3 situation. It is the Board’s responsible to make sure we are in compliance with the IRS rules. A lot of these protocols already exist in IMIS software.
IMIS will enable us to use NAI web site. We can expand the scholarship option to giving folks access to electric meetings or trainings. Our scholarship program is for everyone
Need to have an enforcement capability, if the paper work is not in place there will be no scholarship check issued. The President’s job should be to ensure that the scholarship chair follows procedures. The President will appoint an overall Scholarship Committee Chair.
The staff is directed to make the changes in the scholarship manual.
A concern was expressed that it’s difficult to locate the part of the NAI web site where all the manuals and procedures are posted. As part of the implementation of the IMIS software the website will be revised. During that process we’ll work to improve the navigation to these documents. The web site will be clean up to make it easier for people to find these policies.
Original - I move that a national; scholarship committee be created to select all candidates for scholarships, cash awards programs and professional development grants, with representative from every organizational unit actively providing said scholarships, awards and grants.
Moved by Amy Lethbridge and second by Amy Galperin
Amendment motion.Friendly amendment: I move that the NAI scholarship committee be created to review and approve all recommended candidates for scholarships, cash awards programs and professional development grants, provided by representatives from organizational units actively providing said scholarships, awards and grants.
Moved by Todd Bridgewater and second by Travis Williams
Vote: 14 Ayes, 0 nays, 0 abstentions
A cCentral committee would review the selection of the units giving out the scholarship. The motion is just to establish a committee and for the purpose of reviewing the recommendations for scholarships, awards and grants from regions and selectionssections to ensure the process meets IRS guidelines. We already have a national scholarship committee but they only review the national student scholarships. If a region or section is giving out scholarships thate region or section can have a representative on the central committee. The organization structure of the committee will be reviewed as needed in policy.
I move that any endowment or restricted fund created within NAI, including all organizational sub-units, must be approved by the Board of Directors prior to establishment of the fund.
Moved by Amy Lethbridge and second by Travis Williams
Vote: 14 ayes, 0 nays, 0 abstentions
The building is the only approved investment forNAI endowment funds at this point, so any endowment goes into the building,. Howeverbut itthis is a non-yield released investment of funds, so there’s no way to create an ongoing revenue stream from endowments at this point. The auditor advises all endowment funds go into the building per board policy (established several years ago). So when aTheDonor’s donor gives money with certain expectations, we may not be able to fulfill those expectations and meet our fiduciary responsibilities. If we are not prepared to use the funds the way the donor requested, we should not accept them. The board is ultimately responsible and they need to make decisions on endowments.
For example: A $7000 endowment does not return enough investment funds for a scholarship on an ongoing basis. It would probably be more practical to disburse the funds as scholarships over a set period of time.
An items to explore at a later date - Should we establish a separate program for memorial investment accounts?
12:00 PM noon Jim asked for a Break the meeting was recessed for lunch.
1:20 President called to orderthe meeting back to order.
DISCUSSION ITEMS -
- Region and section dissolution alternatives ROUND ROBIN–
- Alternatives for providing basic member services to members of regions and sections
(Note from Secretary: The two discussion items blended together. The comments are re-organized under headings I created to better organize the Round Robin thoughts people shared)
As thepresent bylaws are written; a region cannot dissolve. The Bylaws are very subscriptive prescriptive and do not allow a lot of flexibility in the organization’s structure.
- We need to let members decide on how they best want to affiliate.
- Several sections have asked to merge; EE has suggested they merge with the naturalist Interpretive Naturalist section. International section asked to merge with Tourism section and possibly Spanish section. Some sections have asked to be eliminated. Many sections cannot find people to serve as officers.
- Canadian members have problems meeting with their US regional members and vice versa because of agency travel restrictions across state or international borderss. There is discussion about meeting as Canadian members across the continent verse up and downrather than provinces meeting with states.
-California is split into two regions, so CA state parks staff are not all in the same region.
- Affiliate groups can be agency based, such as USFS, NPS, or some of our more isolated states such as Hawaii or Alaska affiliates.
- It takes 50 people to create a section, perhaps they should be given the right to dissolve it as well. There may be a way to approach it that empowers the actual members to decided to keep or dissolve a region and or sections.
- Everyone has a different perspective of on the organizations. Need We need to come up with a structure that is going to evolve over time and serve the memberships. - In 10 yrs from now the people sitting around the table will have different stories and different needs. We need a structure with flexibility that will continue to accommodate those changing needs.
-The board already has the authority to establish units and change unit boundaries. We need to have flexibility to let some sections be just a list server if that is what members want.
Challenges for people to serve in Leadership Positions
- Some Sections and Regions are having trouble-finding people whom that are willing to become officers or chair committees.
- There are a limited number of people at one any given time that can devote time to NAI. If we have more jobs – regions/sections – officers--, we create an odious a structure that is difficult to stock withfor getting leadership at any specific time. We should make it easier for people to get involved without a lot of time commitment.
- We live in a different world from 50 yrs ago when our parent organizationswas were first founded. It is also a different world from 20 yrs ago when NAI was created. We cannot do business as we always done in the past. Where we go from here – stumbling block appointed from elected – take off the slate. How do we get the best board members to represent the membership and provide the skills to lead NAI? The By bylaws said say it has be regional RLC & SLC board members to a large extent. Should we re-examine this structure?
- People who would be great board members are not willing to be officers of rRegions or sections in order to become national board members.
- What is the relationship of the National Board to an afflicted affected member? How do we make sure that everyone has representation to on the board? A lot of people did not like the appointed board, but people seemed open to changing the board structure – but wanted the board members to be elected.
- How do we deal with the situation of a section that cannot find an officer? In the past we rolled the section up into another section – make it a branch. There is a time line to adjust, but there is a pro-call.
All the Regions and Sections need to redefine what it means to be successful and decided whether they are successful.
- What we get from NAI should not be based on where you live. The by laws and region/section manuals say what kind of service we should have and we are not providing those services consistently.
- Nothing we discussed would take away regions and sections that work well. We need to keep repeating that. We need to focus on what is not working. Need some other structure that works for the members in geographic locations that do not have strong regions.
- The Parent/affiliate model is the IRS accounting model we are classified in. For people to see past the rRegion and sSection structure is a challenge. We should identify what are the barriers to success, how can we organize those units to be successful.
- NAI has tried to make every region work and function the same. Our assumption is that we have one recipe and should make it work in every area. Is that still a valid assumption?
- What determines success?; iIf you look at the score-cards most regions and sectionsthey look successful. In reality she is not sure In some cases there is a question about maintain the necessary funds$$ to maintain the a region and looking it may be necessary to look at raising fees at the workshops to generate funds, but this will affect people’s ability to attend.
- There needs to be a membership managerregion/section liaison on staff to help people understand all the options operations of regions and sections.
-The uncertainly has been very hard on the sections. We should examine the needed bylaw changes. There should be a more solid idea of what the operation plan will look like for the affiliates. New mMembership structure may help us to see what is valuable to our membership.