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Executive Board Minutes
EXECUTIVE BOARD MINUTES (Executive Council)
FEBRUARY 16, 2021
by Amanda Ryan-Fear, Secretary
ATTENDING (ZOOM): Joe Eberhardt, President; Aimee Filimoehala, Vice President; Rick Amodeo, Treasurer; Amanda Ryan-Fear, Secretary; Jesse Applegate, Reena Clements, Lori Coyner, Judith Baker, Bob Breivogel, Sarah Bradham, Acting Executive Director; Laura Burger, Development Coordinator
WELCOME & CALL TO ORDER
■ The meeting was called to order at 4:03 p.m. by President Joe Eberhardt. Joe noted a quorum was present.
REVIEW & APPROVAL OF THE MINUTES
Joe Eberhardt asked for approval of October meeting minutes. Minutes were approved by consensus of the board.
Joe asked for approval of the January minutes and they were approved with a unanimous vote.
MEMBERSHIP REPORT
Sarah Bradham noted we changed the format of the membership report. Sarah also noted the life (paid) and life (50 year) numbers were flipped in the packet.
Membership numbers are still down from last year, but we had a small bump due to BCEP starting registration.
Joe asked if we have data age trends for member age. Sarah said we can pull the data and share it next month.
TREASURER’S REPORT
Rick Amodeo shared that they had a meeting of the Investment Committee last week but the Finance Committee was unable to meet.
We received our second PPP loan earlier this month, and we will not need to take withdraw funds from our investment accounts this month. The Lodge had a rental over the weekend which brough in some revenue.
Largest budget variance is membership, and donations are also down.
Sarah clarified that they are expecting the PPP loan to be fully forgivable, but we are unable to apply for forgiveness yet.
AUDIT REPORT
Sarah introduced Kris Oliveira from Kern & Thompson, who performed the audit. Kristin Brooks also joined us. ■ They audit is almost complete, and the footnotes and numbers should not change. Kris noted that we had some considerations this year including a reduction in activity, and the dissolution of the Foundation on September 30, 2020. They also have a new accounting standard that will impact footnotes. ■ Foundation dissolution and asset transfer means we have new line items, including Investments, Contributions
Receivable, Contributions Payable, and
Facility. ■ The PPP loan is noted as a Refundable
Advance until we meet conditions. ■ The net assets have increased from the foundation dissolution from the assets we received. ■ Overall total assets are up about $2,500,000.
Statement of activities
□ Contributions are down due to affiliated dues not being collected. FY19 had larger than normal contributions so the difference is more pronounced. □ Programs, outing revenue, and membership dues were all down due to
COVID. Overall total operating revenue was down about $319,000. □ Non-operating activities was the transfer from the Foundation which resulted in our overall asset gain. □ The donor restrictions column is a multi-year column. The Mazamas shows a deficit in this column as revenue is booked at the time of the pledge, but expenses are booked as they are incurred. □ Jeff Hawkins asked for clarification about the Non-operating activities line item. Kris explained that she pulled the
Foundation transfer out as a separate line item to better reflect our daily operations without the transfer.
Statement of functional expenses
□ Highlighted items: No allocation for personnel cost of development, and insurance should be allocated to specific programs. □ Personnel cost went down. Insurance also decreased due to a carrier change.
Outing expenses, facility rentals, vehicle expenses, and professional services all went down due to COVID.
Cash flow statement
□ This statement adjusts for accrual accounting to reflect our cash flow. □ Our PPP loan is reflected in our operating activities since it will be forgivable. □ Overall our cash increased by about $17,000.
Footnotes
□ Revised program descriptions. □ Highlighted the new accounting standard regarding conditional vs restricted contributions. □ New verbiage is lifted verbatim from the
Foundation. □ Clarification about what is our earned income. □ PPP loan clarification over why it is being treated as a conditional grant. □ Types of investments from the
Foundation transfer and restricted net assets. □ Explanation of the Foundation transfer and what came over to Mazamas. □ Subsequent events regarding future impact of COVID and the additional PPP loan. ■ Joe Eberhardt noted that we may want to revise the 5 percent distribution expectation to make sure it’s in line with the investment committee objectives.
Audit letters
□ Governance letter, issued to every client about the audit process. The most significant footnote is about the
Foundation transfer. They did not feel they had difficulties getting information from the audit, and no disagreements with the Mazama management team. □ Management letter, fewer comments than last year. Noted they would like documentation of journal entries, that a bank account is still in an ex-board member’s name and needs to be updated, and we need to continue to segregate duties. ■ Sarah noted the bank account is difficult to get update due to how it was setup but she hopes to get it wound up this year.
DEVELOPMENT REPORT ■ Laura Burger, Development Coordinator, gave a brief overview of individual donations for January and the current fiscal year. ■ Planning a fundraising campaign for spring and plan to share an update at the
March meeting. ■ Planning for Laura’s maternity leave from mid April through mid July. ■ Sarah clarified that we have individual donations and grants as separate line items, but we are looking at the total number together for the year due to uncertainties around grant funding.
SHED PROJECT ■ Jeff Hawkins joined to discuss the trail tending shed project. Jeff will request authorization to build the shed, specifically about planning and fundraising. ■ Total cost is about $40,700, with $29,000 already pledged. There will be Bulletin article about the shed and how to donate to the project. ■ Anticipated to start building in early
September, assuming permit goes through. Permit application would be submitted in mid-March. ■ Potential issues include the removal of the aspen trees, cost uncertainties, funding, and the schedule regarding permit approval, supply availability, and labor. ■ Jeff requested approval on the design of the shed and parking lot lighting, the funding plan, and permission to proceed with the construction plan. Aimee pushed a motion forward, and Rick seconded the motion. The motion was passed unanimously. ■ Jeff requested to remove the aspens and move forward with the Bulletin article and begin the permit process. Rick made a motion to remove the Aspen trees and Aimee seconded the motion. Five members approved the motion. Jesse
Applegate abstained. ■ Sarah noted that the rest of the plan outlined does not need EC approval, and Joe agreed. Sarah and Jeff will talk with Christine Mackert about the plan to remove the trees. Rick Craycraft noted that there are concerns with safety during the removal process.
NOMINATING COMMITTEE DISCUSSION ■ Barbara Weiss, chair of the Nominating
Committee, joined to discuss how to focus efforts on EC member recruitment.
Barbara would like to know if there are any skills or knowledge gaps that the EC would like to specifically focus efforts on. ■ Rick suggested someone knowledgeable in finance. ■ Lori Coyner requested someone with management or organizational development experience, as well as focusing on recruiting diverse members.
Barbara agreed and noted there are some potential candidates that don’t have the three year requirement but could be good candidates. ■ Sarah recommended someone with nonprofit management experience. ■ Barbara suggested and Aimee agreed that someone with legal experience would be useful. ■ Barbara will share the matrix with skills and background information with
EC members and asked for people to share names of people if EC has specific candidates in mind. ■ Reena Clements clarified that candidates for this year will still need to have three years of membership. Aimee noted that if the bylaws change is approved and goes into effect immediately, that requirement will be gone in time. Sarah noted they could have candidates added on contingency, but the timing would be very tight. ■ Jesse Applegate suggested a skill to look for would be change management.
ACTING ED REPORT ■ Sarah gave a brief overview of the
ED report, and noted it was mostly operational. ■ Wyden and Blumenhauer will announce new wilderness protections and Sarah may be quoted in it. ■ Should be able to apply for forgiveness for the first PPP loan on March 1. ■ There was a group at the Lodge and will have a debrief later this week. ■ The audit was moved up earlier this year and our goal will be to have it in
February going forward. ■ Outdoor CEO Pledge □ Mazamas has not signed on previously.
None of the Mazama EDs signed on because it felt largely like window dressing with no work behind the scenes. □ Now with a DEI committee in place, scholarships, and board level work, it makes sense to sign on. □ Other groups we are aligned with have signed on as well. □ Sarah is asking for a commitment from
EC to sign on now. Joe asked about the requirements. Sarah noted that she would start by reaching out to the group to confirm the requirements for nonprofits, and then continuing to do the work we are already doing in this area. □ Aimee, Rick, Lori, and Judith all had comments of support to sign on.
Jesse supported but wanted to make sure we could follow through on our commitments and asked about how we check in on our work. Sarah would like to reach out to other nonprofits to share strategies and ideas for this pledge. □ Jesse motioned to sign on to the Outdoor
CEO Pledge. Aimee seconded it. The motion was passed unanimously. ■ Staffing Discussion □ Sarah shared her informational staffing presentation to show our staffing history. □ An overview of staff FTE and positions from 2013 to present. Mazamas currently has 5 staff positions and 4 FTE. Lori requested clarification about our current contractors, and Sarah noted we only have a contract bookkeeper. We also have a volunteer at the Lodge, and we may need to invest in that position to make the Lodge work. □ Since 2012: There is now a centralized website and database and we utilize
Google for nonprofits. We also have summer camps, run more events, and are members and leaders in various coalitions and partnerships. □ Updated organizational structure: change from very hierarchical structure to areas of work that tie together. Joe
EXECUTIVE BOARD MINUTES CONT. (Executive Council)
suggested that Jesse might have some feedback, Jesse requested to look more at it, especially the communication pathway. Sarah noted the pathway is a tool to workshop issues, and that this is an example of where the diagram could use feedback. Bob noted there are no managers and no pathway between EC and managers and Sarah noted that the model didn’t work and wasn’t efficient. □ Overview of current staff and their positions and duties. Sarah also clarified that Rick Craycraft is a contractor and we dropped our previous cleaning contractor. We will also bring in a
Mazama WILD camp manager in March. □ Overview of 2021 and upcoming decisions. There are not financial resources to have an ED and an
Operations Director. We may need to shift our operating schedule. There is also a volunteer opportunity for staffing the MMC in the evenings. Finally there is the question of continuing to have professional staff and the skills staff will need to hold. Sarah gave an overview of skills needed on staff. □ Lori brought up the many changes in positions and titles and how unique that is. She also noted in 2016 the Volunteer
Manager left and a number of new positions started and asked for Sarah’s thoughts on the effect on tensions.
Sarah noted that the VM had challenges managing volunteers due a lack of an accountability structure. Sarah suggested that a comprehensive volunteer program, including a required volunteer orientation would make us a stronger organization. Sarah feels that without such a program rehiring a Volunteer
Manager would not be successful. Reena asked if this is similar to committee orientation. Sarah clarified this would be similar to onboarding a new employee through a singular pathway. □ Lori asked about long term vision, if there was still no room for both an
ED and an Operations Director. Sarah warned against getting top heavy with directors, and that there are other responsibilities, especially financial, that need to be parsed out. She suggested an
Operations Manager could be a good staff member to have long term. □ Judith noted that staff provide continuity and stability which is important. Lori agreed especially as the EC changes over every year, and for relationship building. □ Bob mentioned that we need to keep finances in mind, and that we used to run down the endowment. Lori noted that if we want to be a viable organization in the future we need staff and noted that other expenses contributed to drawing down the endowment, not just salaries. Bob believes that Lee grew Mazamas by growing staff but we were unable to afford it. Bob suggested that we need to carefully look at how we can sustain
Mazamas with staffing levels and finances.
MEMBER COMMENT PERIOD ■ No members attended to submit comments.
BYLAWS CHANGE UPDATE ■ Aimee had a meeting with Sarah and discussed some feedback from the
Classics committee, and also potential staff positions about the changes. ■ The group has decided to delay the timeline of the vote in order to have more discussions with specific groups as well as rounding out the voter guide for the May/June Bulletin. ■ The town hall meeting will be held on
May 25. The election will run May 31 through June 13. (note: this timeline was changed after this meeting) ■ There will be four separate changes that will be voted on individually. ■ There are some inconsistencies in the bylaws that need to be addressed. □ Life member requirements for paid vs. membership years. Sarah noted the discrepancy (pay for 25 years or join for 50 years) was intentional to get buy in up front. We currently have 16 paid life members and about 230 50+ year members. □ There is a five day notification period for special meetings, and the suggestion is to increase it to seven days. Joe clarified that it is five calendar days. Aimee suggested increasing it to seven business days. ■ Funds Discussion ■ Rick led a discussion to improve the long term financial planning for the
Mazamas. ■ He noted we currently have a $600,000 reserve fund to ensure our stability. We also have a reserve fund for potential rescue costs. ■ He suggested the Mazamas should have both a general endowment fund and a maintenance fund. Both of these would protect us from budget shortfalls. The goal for the general endowment would be $2,000,000. The goal for the maintenance fund would be approximately $36,000 per year to help upkeep of both the MMC and the Lodge. ■ Sarah clarified that the $47,000 endowment we currently have is for the expedition grants. ■ Joe believes that both of these should be included in our budget moving forward, either through dues or through donations. ■ Judith asked why these would have to be endowments rather than restricted funds. Joe thinks it could be a restricted fund and wouldn’t necessarily have to be an endowment. ■ Sarah noted that there has been little to no money allocated to maintenance in the past five years and often the money gets directed to another more urgent project. Sarah said a restricted fund would be helpful to keep funds allocated for maintenance. Rick noted that based on the value of the MMC and the Lodge we should be setting aside 6 percent for maintenance. ■ Joe Eberhardt adjourned the meeting at 6:45 p.m.
MARCH 16, 2021
by Amanda Ryan-Fear, Secretary
ATTENDING (ZOOM): Joe Eberhardt, President; Aimee Filimoehala, Vice President; Rick Amodeo, Treasurer; Amanda Ryan-Fear, Secretary; Jesse Applegate, Reena Clements, Judith Baker, Bob Breivogel, Sarah Bradham, Acting Executive Director; Laura Burger, Development Coordinator, Mathew Brock, Library & Historical Collections Manager.
WELCOME & CALL TO ORDER
■ The meeting was called to order at 4:01 p.m. by President Joe Eberhardt. Joe noted a quorum was present.
REVIEW & APPROVAL OF THE MINUTES
Joe Eberhardt asked for approval of October meeting minutes. Minutes were approved by consensus of the board.
Joe asked for approval of the February minutes and they were approved with a unanimous vote.
MEMBERSHIP REPORT ■ Secretary Amanda Ryan-Fear gave the membership report. ■ Joe asked about the demographics of the members who are not renewing memberships. Sarah offered to pull a report, but noted that in general, our demographic data is lacking beyond age and gender.
TREASURER’S REPORT Treasurer Rick Amodeo gave the treasurer’s report. Items noted beyond the written summary are as follows: ■ The organization did not need take the planned $60,000 disbursement from our investment account in March ■ Have approximately $1.1 million in our investment account. ■ Have not needed to further reduce staff time at this time. ■ Are working on forgiveness of the
Paycheck Protection Program Round 1 funding, expect to be fully forgiven ■ Overall YTD the Mazamas is in a better financial position than anticipated.
While revenue is down (13 percent), so are expenses (22 percent).
DEVELOPMENT REPORT Laura Burger, Development Coordinator, gave an overview of development work: ■ Individual donations were double what was expected, due in part to two IRA distributions. ■ Outreach efforts to inform on different ways to donate to the Mazamas are paying off ■ Laura is working on a plan to cover development work during her maternity leave (April 15–July 12). She and Sarah still need to work out a process for approving, writing, and signing checks
that align with the proper accounting procedures. ■ She anticipates that the Lodge
Committee will want to launch a capital campaign to fund much-needed repairs at the lodge.
ACTING EXECUTIVE DIRECTOR REPORT Sarah Bradham gave her acting ED report: ■ Membership might pick up in April and
May, it often dues as climbs come on the schedule. ■ If the glaciated peak requirement is removed from the bylaws, the organization will likely see a drop in membership as those that support the requirement leave the organization.
However, that loss will likely be shortlived as the organization attracts new members. ■ When looking at membership numbers, it’s better to look back at 2019 rather than 2020 for a more accurate comparison. ■ Activities and events are up, although still far behind 2019 numbers. ■ Mazama Wild day camps are sold out, resulting in strong revenue for March. ■ In the process of interviewing two candidates for the position of camp coordinator. ■ The camp is filled and families are on the waitlist because it’s one of the few camps that run from 9 a.m. to 5 p.m. and offers both before and aftercare. A huge draw to working families lacking daycare during the summer.
Discussion ■ Joe asked about the membership of families enrolling in Mazama Wild.
Sarah reported that the majority are not members. Joe asked if they are potential membership candidates?
Sarah remarked that depending on the outcome of the bylaws vote, they might be. Many of last year’s families chose to donate their fees back to the Mazamas after field trips were canceled due to
COVID, an indication that they support and value the program. ■ Bob Breivogel asked what the expected revenue for the program? Sarah estimated that it could be roughly $20K for the year. ■ Rick Amodeo asked about growing the program. Sarah remarked that it was Molly’s opinion that growing the program would be challenging given space limitations. ■ Rick then asked about raising tuition next year, Sarah agreed that is more than likely. ■ Bob then asked about the possibility of giving members a discount to encourage them to enroll. Sarah stated that we already do offer discounts to members, as well as early bird discounts. ■ Sarah noted that the program is a net positive for the organization as it utilizes space in the MMC that has typically been empty while offering a much-needed service to the community.
upDate on staffing ■ Claire Nelson is on personal leave until early April ■ Brendan Scanlan has been hired on a temporary basis to pick up some of
Claire’s work, he may transition to fill in for Laura during her maternity leave. ■ Sarah ended her report by letting the board know about two incidents that occurred recently ■ There was an incident during an ICS mini-course resulted in an injury. Doug
Wilson conducted an internal review and the findings were sent to the
Climbing and Education committees. ■ A medical emergency occurred during another activity, team members handled it well and CISM has been notified to be on call if needed.
CLIMATE CHANGE STATEMENT John Rettig and Berry Buchanan from Conservation were on hand to go over their draft work plan to roll out the Mazama Climate Change statement. ■ Joe noted that with draft policies and strategies the committee needed to be careful, asking where does the decision process go? Barry remarked that the committee would bring policy ideas forward first to staff and then if the ED thought necessary, to the EC. ■ Sarah noted that having defined parameters for engagement has worked well, it give the committee ownership continued on next page
EXECUTIVE BOARD MINUTES (Executive Council)
and allows some flexibility. She will work with Conservation to develop those parameters.
BYLAWS AMENDMENT UPDATE Aimee Filimoehala gave an update on the progress, noting: ■ A page has been added to the Mazama website for all things related to the purposed change (mazamas.org/ bylawsamendments). ■ The voter guide is in the works and will be published in the May/June Mazama
Bulletin. ■ Sarah’s acting ED report in the March/
April Bulletin makes a good case for doing away with the glaciate peak requirement. ■ She noted two upcoming town hall meetings, one for the Classics Committee and one for the general membership.
Discussion ■ A question was raised about how responses are trending? Amiee noted that emails coming into the bylaw email account are mostly opposed, but that is expected as a vocal minority works to maintain the status quo. ■ Many long-standing members oppose the change, Amiee’s working to identify
Classic members in support to act as ambassadors, but overall the over 65 demographic may be hard to sway. ■ Sarah noted for the effort to be successful a good getout the vote campaign needs to be mounted. Sarah also noted that in looking back over twenty years of membership surveys a question asking about associate memberships has consistently failed to gather support.
The associate membership question can be viewed as code for removing the glaciated peak requirement. Sarah was quick to note that because the question was not explicitly asked, we’ll never know for sure and that it’s possible that members might not have supported the idea for a variety of reasons unrelated to the glaciate peak requirement. ■ She recommended that the board float a straw poll to gauge the membership before paying for a vote. Sarah recommended that we go with a trusted voting service to ensure security and
confidentiality. The cost will likely be between $1,600–1,800 for the vote. ■ Sarah also noted that if the vote goes forward, and it fails, then it makes all the board’s DEI work much harder, as it demonstrates that the membership is not in support of a more equitable membership policy. ■ Aimee noted that the crux of the argument is that while the Mazamas think they are inclusive because anyone can participate, it’s a misconception because those folks cannot vote, volunteer, or contribute as leaders in our community. ■ Joe asked about efforts to target younger members. Aimee noted that the working group is looking at some different ways to reach younger members, including via text message and social media.
LODGE UPDATE Brook Harris, chair of the Lodge Committee, appeared before the board in a prerecorded message. After introducing himself, he gave an overview of the committee’s priority goals for the near future; ■ Get Mazama Lodge reopened and start bringing in revenue. ■ Make folks feel comfortable staying at the Lodge during COVID. ■ Come up with a plan for long-term management of the lodge. ■ He noted some work has been accomplished recently, including replacing all the smoke detectors and heaters in the caretakers quarters. ■ Another pressing priority is fixing the leak in the roof once the snow melts.
Discussion ■ Joe asked about money to fix the roof.
Sarah noted we could make some shifts in the budget or run a Capital Campaign to manage the repairs. ■ Joe asked about an alternative plan to manage the Lodge. Sarah remarked that the Lodge Committee is looking at a variety of options. She feels the prevailing option is to hire someone to manage the Lodge as we used to, rather than contracting with a concessionaire. Doing so would put the Mazamas back in the position of paying to use our own lodge and that could be a step backwards. ■ Bob Breivogel is not inclined to think we can find anyone to wear all the hats needed to operate the lodge. ■ Joe asked about a timeline for a management plan. Sarah said she hopes that committee might have a draft plan by the next board meeting.
EC POINT PERSON ■ Rick Amodeo and Bob Breivogel presented a preliminary proposal to reinstitute the committee liaison, renamed Executive Council Point Person.
Rick stated that the goal is to improve communication between committees and the executive board. The proposal would work to enhance communication between four key committees and one rotating committee each month. The four key committees are Education,
Climbing, Trail Trips, and the Lodge. The five non-officer board members would be assigned to one of the four committees, with one board member acting as a floater to the remaining committees.
Each board member would then report to the full board at the monthly meetings, with the rotating committees getting a voice twice a year.
Discussion ■ Sarah noted that Trail Trips and AYM will soon separate, with AYM returning to an affinity group similar to the Classics and
Melanated Mazamas. ■ Joe asked if the goal is to diminish the role of staff. Bob responded that no, just to improve communication between the committees and the board. ■ Rick remarked that he and Bob will seek input from the committees on the proposed plan. ■ Sarah noted that staff should be asked for their input as well as it will more than likely impact the role of staff with committees ■ Joe noted that the board does not feel taht they have good communication with committees and this plan is an opportunity to plug in with committees. Joe Eberhardt adjourned the public portion of the meeting at 5:45 p.m. The board then went into executive session.
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