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Executive Council Minutes
DATE: JULY 21, 2020 ON ZOOM By: Amanda Ryan-Fear, Secretary
ATTENDING: Traci Manning, President; Joe Eberhardt, Treasurer; Amanda RyanFear, Secretary; Keith Campbell; Judith Baker; Jesse Applegate; Rick Amodeo; Aimee Filimoehala. Staff members: Mitsu Iwasaki, Executive Director; Sarah Bradham, Director of Operations.
WELCOME & CALL TO ORDER
■ The meeting was called to order at 4 p.m. by President Traci Manning. Traci noted a quorum was present.
REVIEW & APPROVAL OF THE MINUTES
Traci Manning asked for approval of June meeting minutes. Minutes were approved by consensus of the board.
NOMINATING COMMITTEE BUSINESS
Traci Manning (via email from Walter Keutel) ■ Charles Barker petitioned to be added to the October ballot and has submitted over 75 signatures of verified members.
He will be added to the list of Executive
Council candidates for the 2020 Mazama election ■ There are currently three candidates for the three open positions on the
Nominating Committee. They are: Ardel
Frick, John Rettig (outgoing current member of the Nominating Committee) and Kaitlin Rupert. ■ The Nominating Committee is still trying to recruit additional Mazama members for the Nominating Committee election.
If our ongoing search is successful, we will amend the list of Nominating
Committee candidates. ■ The Nominating Committee would strongly support a Bylaw change that allows a random order of the candidates on ballots. The current alphabetic order requirement could provide an unfair advantage to candidates with last names starting with a letter earlier in the alphabet. This should be avoided for all future elections and should be on the ballot in October 2020 even if no other bylaw changes are ready for a vote.
TREASURER’S REPORT (JOE EBERHARDT)
■ Overview of the June financials,
Additional notes are as follows: ■ Confirmation of REI grant to offset some of the cost of Oregon Outdoors advocacy and policy work ■ Charter for EC Investment Committee ■ Motion passed to accept EC Investment
Committee Charter
FINANCIAL POLICIES ■ Reserve funds— ■ Operating fund - 3 to 6 months of typical operating costs ■ Decision by EC to have goal of 6 months in reserves ■ Mitsu recommended setting this in a separate account ■ Traci proposed financial policy is aligned with this ■ Endowment, or permanently restricted fund—corpus of money is never touched, only the interest is used (in the way that was designated by the donor) ■ Temporary restricted fund—when we meet the requirement of the gift then the corpus can be spent down, spent on purposes designated by the donor ■ Expedition grants—$145k ■ Conservation grants—$86k ■ Plan to pay down these debts over time ■ Introduction of financial policies to committee chairs ■ Rescue fund ■ Unanimous vote by board to adopt financial policies ■ Banking authorization proposal—add
Laura and remove Mitsu. ■ Unanimous vote by board to accept proposal
BYLAWS UPDATE, AIMEE FILIMOEHALA Board members have been socializing the bylaw changes with committees ■ Concern—if we take glaciated peak out what in bylaws indicates that we are an alpine organization ■ Add language to values statement that specifies that we are an alpine organization ■ The core activities and education we produce all point to us being a mountaineering/climbing organization ■ We’re currently out of alignment with peer organizations, currently glaciated peak requirement is holding us back from growing in tandem with these organizations ■ Idea of tiered membership—still exclusive, creates a “less than” environment Communication plan ■ What are bylaws?
TIMING OF ELECTION ■ Discussion on holding special election in spring
NEXT STEPS ■ Have communications in bulletin from supporters ■ Communicate with climb committee ■ Create subcommittee including non-
EC advocates ■ Create FAQ
PRIORITIES FOR ACTING EXECUTIVE
DIRECTOR, TRACI MANNIN 1. Propose and pass budget 2. COVID response 3. Lodge transition 4. Traci and Sarah will revise
EXECUTIVE DIRECTOR’S REPORT, MITSU IWASAKI Ongoing COVID-19 Pandemic ■ Some programs in the field are happening (mainly climbs) ■ Train the Trainers program pilot delivered ■ Likely will have negative impact on membership numbers ■ May over 588 engagements on virtual series online
BUDGET FOR FY21 ■ Ideal COVID scenario budget ■ Ideal hibernation budget ■ Midway between a and b
WHAT IS BEING DONE DIFFERENTLY TO HELP OFFSET COST OF DOING BUSINESS IN ORDER TO BETTER BALANCE BUDGET ■ Charge for load on MMC ■ Charge for indirect expenses associated with courses and committees ■ Inter-committee transfers
DATE: AUGUST 19, 2020 ON ZOOM By: Amanda Ryan-Fear, Secretary
ATTENDING: Traci Manning, President; Joe Eberhardt, Treasurer; Amanda Ryan-Fear, Secretary; Judith Baker, Jesse Applegate, Rick Amodeo, Aimee Filimoehala. Staff: Sarah Bradham, Laura Burger (5:30–6 p.m.)
WELCOME & CALL TO ORDER
The meeting was called to order at 4 p.m. by President Traci Manning. Traci noted a quorum was present.
REVIEW & APPROVAL OF THE MINUTES
Traci Manning asked for approval of July meeting minutes. Minutes were approved by consensus of the board. FOUNDATION DISSOLUTION UPDATE, TRACI MANNING ■ Meeting of Board of Directors of
Foundation August 17, 2020. Resolved to dissolve foundation and distribute funds directly to Mazamas. Passed unanimously. ■ Resolved that the Mazamas Executive
Council acknowledges the dissolution of the Mazamas Foundation and accepts the transfer of its assets to the Mazamas.
Passed unanimously ■ Next steps: creation of EC investment committee TREASURER’S REPORT, JOE EBERHARDT Overview of the July financials, Additional notes are as follows: ■ Expenses are well within budget ■ Proposed allocation of foundation assets ■ Fund 50 percent of restricted grants ($120,000)
UPDATE ON FOUNDATION POTENTIAL
DISSOLUTION, RICK AMODEO ■ Led by Rick Amodeo ■ Tuesday, July 28, 7 p.m. Foundation Town
Hall ■ Foundation needs to publicize on next agenda that they will discuss dissolution of foundation ■ 8k repayment of the EIDL grant ■ 6 month operating reserve ($580,000 based on ‘normal’ year operations) ■ Need to outline conditions ■ Joe will have for next board meeting DRAFT 2020–2021 BUDGET, SARAH BRADHAM 2019-20 budget built for what this year would be without COVID but other assumptions of how we are currently operating shows that fiscally responsible operations have been setting us up well Expenses associated with dissolution of Foundation ■ Mazamas now assume $22,500 in taxes on MMC upon foundation dissolution ■ $8,500 increase in insurance DISCUSSION OF IMPORTANCE OF MEMBERSHIP CAMPAIGN ■ Mazamas rally at difficult times ■ Budget reduction opportunities ■ Oregon Outdoors ■ MEA ■ Printing publications 2020–2021 MEMBERSHIP CAMPAIGN, LAURA BURGER, DEVELOPMENT COORDINATOR Ask people to renew early—open through October 31 ■ All honorary and lifetime members have been renewed ■ November 1 all non-renewed members are dropped, $10 re-instatement fee ■ Gear giveaway for people who renew by
September 15
Postcard will be sent next week ■ Incentivizing donations of $150 or greater. ■ Last year renewal rate of 67 percent ■ August 17 Foundation meeting— decision will be re: dissolution ■ Formal resolution that will carry to EC
Council meeting was adjourned at 6:05 p.m. ■ Each EC member commits to calling 20 members by the end of the month
BYLAWS UPDATE
■ Spring special election (possibly
February, or later, committee will review) ■ Committee meets next week ■ Need to backwards plan communication timeline based on ideal election time ■ Overall committee
NEW EC MEMBER ORIENTATION, TRACI MANNING ■ October - night of annual meeting all current and new EC members must attend ■ Only agenda item that evening is election of officers ■ Agenda items ■ Bylaws ■ Board member duties ■ To dos ■ Reach out to candidates in mid-
September to coordinate one or two nights that they can attend orientation ■ Pull together materials
EXECUTIVE DIRECTOR’S REPORT, SARAH BRADHAM ■ Committee education on how to budget ■ Draft DEI talking points - Sarah and
Amanda ■ PAF ■ scaled back virtual PAF, bring in speakers, do raffles, reaching out to sponsors ■ Lower expenses
Council meeting was adjourned at 6:35 p.m.
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