COLORADO CHAUTAUQUA ASSOCIATION NEW BOARD MEMBER ORIENTATION
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C E V E N T S ado Chautauqua is an component of the arts, nd educational scene in the ommunity and arts and rogramming is an important CCA's mission. early 36,000 people attended al and educational programs uqua. CCA provided over mplimentary tickets to staff, ty partners, sponsors, and nd created space for s more un ticketed attendees uditorium concerts and other om the adjacent grounds. n, CCA's Chautauqua@Home ents platform hosts virtual roughout the year. 09 | CCA Board Orientation
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A entered into a 15 nt with Blue Finn, Chautauqua Dining ssions for and act as r CCA private five-year term 2018. Blue Finn and recently opted ird and final five expires in 2028. mum rent payment rcentage of gross estaurant, 7% events, and 11% ions), whichever is he percentage of gher than the 022, CCA took over tion, increasing our receipts from 9% events.
CA Board Orientation
V E R V I E W rated the General 2012 through The Store was ough September ours. At the 020 season, Blue t to extend their with the option of lity. and has renovated nt, flooring, dated the menu, merchandise on to this refresh, y hours and is now fe c reconstruction, d is available for eral Store, as well ic events. CCA Board Orientation
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B U S I N E S S O V E R V I E W 16 | CCA Board Orientation
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FINANCIAL OVERVIEW
ORGANIZATIONAL OVERVIEW EXECUTIVE TEAM Chief Executive Officer: Shelly Benford Chief Financial Officer: Sue Perkins Chief Operating Officer: Jason Hill Director, Preservation & Sustainability: Jeff Medanich Director, Hospitality Sales and Experiences: Wanona Tara Director, Development and Community Partnerships: Debbie Stewart Director, Marketing & Communications: Liza Purvis Manager, Human Resources: Trish Gray For an overview of the entire CCA organization, see organizational chart in Boardable > Meetings > Board O i t ti 20 | CCA Board Orientation
COLORADO CHAUTAUQUA ASSOCIATION BOARD PROCESS AND PROCEDURES
Currently, CCA's Bylaws (which are subject to change with a majority vote of the Board), require the Board to meet at least eight times per year (including an Annual Retreat). In addition to regularly scheduled meetings, special meetings may occur as needed. The Executive Committee meets approximately two weeks before each Board meeting to set the agenda. To place an item on the agenda, a Board director must present the item and the reason for the desired action to the Board Chair at least 15 days prior to the Board meeting. Agendas, meeting documents and background materials are emailed to Board directors a few days in advance of the meeting date. Prior to, or at the beginning of each meeting, directors must publicly disclose any conflict
BOARD MEETINGS Board Orientation
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AUG/SEP Orient new directors; conduct annual Board self evaluation.
APR/MAY Review audit report and tax filings; solicit nominations for new board members, review applications and recommend board appointees to the full board.
NOV Review and approve the operating and capital budgets for the next fiscal year.
DEC - Final meeting to approve budget (if not approved at the November meeting).
SEP/OCT New Board term begins; approve annual meeting calendar; Executive Committee approves Board committees; review initial budget assumptions.
JAN/FEB - Board Retreat; evaluate performance of Chief Executive Officer.
JUL Conduct annual Board meeting to elect directors and officers.
BOARD SCHEDULE Board Orientation
Typically, the Board adheres to the following annual cycle:
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BOARD ROLE
CCA's Board and Committee Responsibilities Policy outlines the roles, responsibilities, and procedures related to the Board of Directors. Included in this policy are CCA's "principles of governing style," which highlight the Board's governance role. This policy affirms that the Board's sole official connection to the operation of the organization is through the CEO. Board members do not involve themselves with operational details, nor do they direct staff, or interfere with the performance of their duties. Board members should always direct their questions to the CEO, not to staff members. Moreover, only decisions of the Board acting as a body are binding on the CEO, except in rare instances where the Board has specifically delegated such authority to a specific director or Board committee.
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CONFLICTS
At the beginning of each term, Board members are asked to review CCA's Conflict of Interest Policy and declare any "conflicts" they may have. The purpose of the policy is to ensure CCA’s interests are adequately protected and to provide guidance to the Board and senior staff on handling situations involving an actual or potential conflict of interest between CCA and those holding positions of authority within CCA. A “conflict of interest” occurs when a Board member has a private interest that interferes in any way with CCA’s interest. Examples of the types of conflicts that might occur are described in detail in the Conflict of Interest Policy. Conflicts that occur most frequently at CCA include Board members who are also private owners at Chautauqua who have an interest in Board decisions related to their property or rules and regulations that affect them, or Board members who have close friends and/or relatives who live at Chautauqua whose nterests.
BOARD
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Committees typically assist the Board by preparing policy positions for Board deliberation and action. The Executive Committee establishes committees (standing and ad hoc) and appoints committee chairs and members who are selected based on their expertise, background, and skills. There are currently seven (7) standing Board Committees: Executive, Governance and Nominating, Finance, Development, Buildings and Grounds, Sustainability, and Community Connections. Board Committees establish their own meeting schedules. Sample Committee Reports can be found in Boardable >
BOARD COMMITTEES Board Orientation
Oversee the process for periodic review by the Board of CCA’s strategic plan, and its mission and values statements.
Work with the Chief Executive Officer to plan Board retreats, as needed.
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Disband ad hoc or standing committees once they have accomplished their mission or are no longer serving a useful purpose.
Members of the Executive Committee are the Board officers elected by the Board, with the Board Chair serving as committee chair. If the Immediate Past Chair is still on the Board, he or she shall serve on the Executive Committee for one year to provide advice and continuity as a nonvoting ex officio member. The Chief Executive Officer serves as a nonvoting ex officio member.
Establish standing and ad hoc committees, as needed, and to support organizational objectives.
Set the agenda for Board meetings.
The committee’s responsibilities are to:
EXECUTIVE Star Waring (Chair), Trudy Turvey (Vice Chair), Frank Bruno (Treasurer), Polly Fields (Secretary), Peter Spear (Governance Committee Chair), Shelly Benford (CE0)
Based on an annual assessment of the organization’s needs and priorities, annually determine each committee’s charge; assign committee members and chair; and monitor each committee’s progress toward goals.
Oversee the Chief Executive Officer’s annual performance review by a) surveying Board members for their evaluation of the Chief Executive Officer’s performance, b) presenting survey results, compensation history, comparability data, and compensation recommendations for Board discussion and approval, and c) reviewing performance and annual goals with the Chief Executive Officer. Serve as a resource to the Chief Executive Officer.
Together with the Chief Executive Officer and the Board Chair, collect and review signed annual conflict of interest disclosure forms from each Board member. Ensure that records for the Board’s governance documents are in good order. Help the Board meet its responsibility for succession planning for Board members and Board officers.
The committee includes Board members who have a good strategic understanding of organizational process and procedure. The Board Chair serves on the committee, but Board officers shall not be the majority of the committee’s members.
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Oversee the annual election of Board officers with the process to include soliciting candidates for Board office.
Oversee the process for filling open seats for Board elected directors, in accordance with the Board Nomination Policy.
GOVERNANCE AND NOMINATING
Peter Spear (Chair), Cathy Greer, Judy Heeter, Star Waring, Cathy Sparkman (Community Member), Shelly Benford (CE0)
The committee’s responsibilities are to:
BOARD COMMITTEES
Oversee the Board’s annual self evaluation process including surveying Board members regarding board size, composition, structure and performance, and presenting the survey results for full discussion by the Board.
Periodically review the Board’s governance documents (bylaws and policies) to insure conformance with “best practices” for nonprofit organizations.
FINANCE
Periodically review CCA’s business insurance policies. Monitor compliance with established Board fiscal policies.
Review monthly financials provided by staff and report anything unusual or noteworthy to the Board.
Oversee the process for Board review and approval of the annual audited financial statement and the IRS Form 990 filing.
Periodically review any Board policies that govern the committee’s work and decisions, and recommend changes to the Board, as warranted. Periodically review the Committee’s guidelines and recommend changes to the Board, as warranted. Provide input, as requested by the Board or the Chief Executive Officer on matters that require financial expertise and special financial scrutiny. Review proffered gifts to CCA and make recommendations to the Board as to their acceptance or rejection, in accordance with the Board approved Gift Acceptance Policy.
Oversee the process for Board review and approval of the annual budget. Recommend an independent auditor for Board approval each year.
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The Finance Committee meets prior to each Board meeting. The committee’s responsibilities are to:
Frank Bruno (Chair), Amanda Prentiss, Mike Franson (Community Member), Josh Taxman (Community Member), Shelly Benford (CEO), Sue Perkins (CFO)
Deryn Wagner (Chair), Sandra Weeks, Sara Matthews, Dan Corson, Kristin Lewis (Community Member), Barbara Guthery (Community Member), Shelly Benford (CEO), ,Jason Hill (COO), Jeff Medanich (Director, Preservation and Sustainability)
Oversee and monitor any new building or grounds projects proposed or considered in the Chautauqua National Historic Landmark District (“Chautauqua Park”). Review Level 2 Applications for Landmark Alteration Certificates (LAC) and make recommendations to the City’s Landmarks Board’s Design Review Committee (LBDRC). The committee ensures that the full Board is notified of all Level 2 recommendations it makes to the City’s LBDRC. Making a Level 2 recommendation to the City’s LBDRC is the only capacity in which the committee is authorized to act on behalf of the Board; Review Level 3 LAC applications and make recommendations to the full CCA Board, which in turn makes a recommendation to the City’s full Landmarks Board. Ensure that Level 2 and Level 3 reviews by the committee are in accordance with the Board approved Protocol for CCA Review/Recommendation to Landmarks Board regarding applications for LAC. Review and make recommendations to the Board or to staff on other types of projects, as requested
BUILDINGS AND GROUNDS
BOARD COMMITTEES
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Periodically review any Board policies that govern the committee’s activities and decisions, and recommend changes to the Board, as warranted.
Periodically review the Committee’s guidelines and recommend changes to the Board, as warranted Oversee revisions to CCA master planning documents such as design guidelines and master plans for lighting, cultural landscape, signage, storm water management, undergrounding of utilities, planning for roads and walkways, and parking issues. The committee provides input to the annual CCA capital budgeting process for items involving buildings and grounds.
The committee includes Board members and non Board members if additional expertise is needed (e.g., in architecture, historic preservation, planning, construction, and urban design). The CCA Facilities and Preservation Manager (and other staff, as appropriate) serves as ex officio member. The responsibilities of the committee are to:
Seek out and promote the best practices in environmental stewardship. Work with the CCA staff and CCA’s various stakeholders to enhance sustainability practices at the CCA site.
Develop ideas and programs that enhance CCA’s energy sustainability, increase its reliance on renewable energy sources, and reduce its overall environment impact.
Help CCA serve as a model for other organizations in matters of sustainability.
The Sustainability Committee ensures that CCA continually improves its environmental sustainability. Toward that end, the Committee will:
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Pat Shanks (Chair), Sandra Weeks, Jason Ochs, Bill Briggs, Tom Thorpe (Community Member), Brian Oliver (Community Member), Shelly Benford (CEO), Jeff Medanich (Director, Preservation and Sustainability)
SUSTAINABILITY
Promote awareness of the Colorado Chautauqua’s history, Mission, Statement of Values, and role as a National Historic Landmark.
Acknowledge cultural residency traditions and support staff and residential community efforts to perpetuate related activities such as education sessions and social gatherings.
Recommend, and assist staff in developing relationships with, institutional partners, artists, speakers and sponsors that can provide meaningful experiences for broad Chautauqua audiences.
COMMUNITY CONNECTIONS
Trudy Turvey (Chair), Brett Shelton, Sara Matthews, Linda Arroyo Holmstrom (Community Member), Cindy Schmidt (Community Member), Shelly Benford (CEO), Jason Hill (COO)
BOARD COMMITTEES
Help staff to identify and approach specific audiences not now being reached effectively, for the purpose of building access/diversity.
Receive intermittent programming updates from staff to ensure measurable progress.
Seek ways to join with other Chautauquas nationally to improve communications, share ideas related to community connections, programming, fundraising, operational initiatives, and generally increase awareness and open communications.
The Community Connections Committee cultivates community connections that enhance intellectual, educational, social, and recreational opportunities to realize Chautauqua’s commitments to lifelong learning, cultural activities, love of nature, civil discourse, and cultural heritage. Actions and initiatives in service to C3’s purpose:
Provide connections, introductions and feedback that may be helpful to staff regarding marketing and communications capabilities.
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Judy Heeter (Chair), Polly Fields, Trudy Turvey, Cathy Greer, Amanda Prentiss, Sandra Weeks, Jess Hunt (Community Member), Shelly Benford (CEO), Debbie Stewart (Director, Development and Community Partnerships)
DEVELOPMENT
The Development Committee supports CCA’s strategic focus on financial stewardship through philanthropy and fund development The Committee works with the Board to foster new relationships with individuals and organizations capable of making significant philanthropic investments and supports the following organizational initiatives:
Works with and supports the Board to assure Board commitment to the financial support of the Colorado Chautauqua; Helps the Board and staff articulate the case for philanthropic support;
Provides coaching to Board members and volunteers to support their participation in development activities; Helps nurture a culture of philanthropy throughout the organization and ensures that all donors, whether they give time or money, are respected and honored; Creates fund development policies and practices and recommends them to the Board; Provides input and monitors progress on the fund development plan designed to achieve revenue goals and target specific audiences, including major donors/prospects, foundations and corporations; Supports and participates in annual fundraising activities, including developing prospects for individual contributions, sponsorships, memberships, in kind contributions, and other CCA related stewardship activities (e.g., tree steward and brick programs, raffles, etc.); Identifies opportunities for using CCA programming as a vehicle for development activities and assists staff with special fund development activities such as donor events; Reviews results and evaluates return on investment of various fundraising initiatives.
The CEO is available at any time to answer questions and more formal check ins with individual Board members are scheduled throughout the year. Campus Tours Campus tours are available to each new board member and can be scheduled at your convenience.
Meetings with CEO
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Boardable Tutorial
BOARD RESOURCES
Board Policy Manual (view document in Boardable > Meetings > Board Orientation)
Boardable is a board management platform used to organize board materials and make communications easier and more efficient. Notifications are sent prior to each board meeting to let board members know that materials are ready for review. For a Boardable tutorial, go to Boardable > Meetings > Board Orientation. Board Buddies Each new Board member is assigned a "board buddy" to guide/mentor them during their first year, or as long as needed. For the current year, new board members have been assigned the following board buddies: Cathy Greer + Star Waring Judy Heeter + Peter Spear Amanda Prentiss + Frank Bruno Sandra Weeks + Pat Shanks Sara Matthews + Trudy Turvey
GOVERNING DOCUMENTS Amended and Restated Articles of Incorporation Amended and Restated Bylaws CCA Lease with the City of Boulder Board Policy Manual Collaborative Stewardship of the Colorado Chautauqua: Guiding Principles for Place Management and Fiscal Sustainability Campus Map Annual Reports Other Helpful Resources *all documents listed above are available in Boardable > Meetings > Board Orientation 35| CCA Board Orientation
BOARD CONTACT INFORMATION
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