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December 11, 2016 Board Operations Committee Meeting

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 CoNPS Board Meeting of the Operations Committee Minutes
December 11, 2016, Convened 9:34 am; Adjourned

Present: Mo Ewing, Jessica Smith, Renee Galeano Popp, Denise Wilson & David Julie by phone. Absent: Amy Yager

  1. Additions:
    1. Are the emails to get previous Board Meeting Minutes voted on OK? Yes.
    2. Vote over internet? Yes, but phone tree could be considered, also.

2. Seek approval from the board to empower an “Operations Committee”

a. Reasons for creating Committee
b. Powers
c. How committee will operate
c. Term

Discusssion:

  1. It was agreed that we are a temporary group. We could operate for no more than four months, and, as a committee, be extendable by agreement of the Board. Later a form of this group could become the Governance Committee.
  2. Share minutes; get feedback. Renee: Big question is how to incorporate the feedback that we receive from the other members of the Board.
  3. Is this a Decision-making group or an Advisory Group? When we ask for this authority, we will define it. We will be a decision-making committee and get a full vote when we believe the issue is a big one, or, if the issue is controversial.
  4. The problems seen are:

1) Do we have the power to make decisions?

We meet & make decisions. Only if it is a large decision (as determined by us) then we would communicate that via email with a 2 day required response period, and also use a phone tree for members not answering email

2) How do we communicate these and do we want their buy-in? Yes.

Suggestions: 1) A phone tree for each of us

2) A representative of a sub-group of voting members

3) Renee offered to Draft this updated proposal for authority

4) We will have regular Operations Committee Meetings

2. Review bylaws: the Bylaws specifically allow for an Operations Committee as drafted.

Decisions to be made now and implemented if board approves proposal

  1. Obtain Directors and Operators Insurance: in process Neilsen-Borth Agency: Liability Insurance for Board, staff and volunteers
    1. One policy to protect CoNPS from lawsuits – this covers lawsuits made against the non-profit, and costs about $1600 annually
    2. Another, separate policy, is needed to cover Directors & Officers, volunteers (including field trip leaders) from personal lawsuits, and this costs somewhere around $850
    3. Workmens’ Comp will also be purchased through this insurance company because we will receive a better rate.

2. Employees: determine staffing levels and duties.

a. M&M coordinator – Discussion:

  1. Jennifer’s email was not phrased as a resignation letter, only that she was prepared to offer her resignation
  2. The Board in the Dec 3rd meeting said that we did not need to vote; Jennifer was already given an employment offer letter, and that we should honor it
  3. Renee: we are revisiting Jennifer’s position and that has been decided already. However, she is still not convinced we need this position, but this will be revisited by the Board and Jennifer’s job will need to be self-funding, and she will have periodic evaluations.
  4. David: agreeing with Renee, and adding that we have lost C&J, who together were performing more than 2 full-time positions. Some of this work could be moved over to Jen.
  5. Mo: Middle ground; some of her job stays (roughly ½?): Plant Sale; Sponsors for Annual Meeting. What programs are the essence of CoNPS? Ask Bob Powell – maintenance of programs that we really like. These can be what the chapters need. We should do those money-making programs that support CoNPS financially. Jennifer’s time would be determined by which programs we have her implement.
  6. Mo offered to pick the programs and do figures’ estimates
  7. Mo will do job description for Jennifer
  8. Renee will serve as contact point for Jennifer
    1. Workshop coordinator
      1. Discussion:
        1. Renee: Rondaonly needs some more framework; in other words is she to manage each event to make money, or the program overall to make money? OR, is she to manage for CoNPS education.
        2. Go to her and ask her recommendations. Remember that her goal is education, advocacy, and stewardship.
        3. Denise: she is paid 50% of net gross. Renee: she needs help with minimum number of participants, small things
        4. David offered to be point of contact for Ronda
        5. Mo will send to David specific Workshop financials & field seminars

c. Administrative Coordinator

i. Discussion:

1. Mo to be the point of contact for Linda

3. Establish a payroll service for Linda, Rhonda (and Jennifer?) (One Point, Am Check, TLC, SurePayroll)

Denise explained payroll management company functions. She will follow-up and set-up the payroll service using the one which she thinks will be the easiest to work with.

4. Set up Workers Compensation insurance with same company as other insurance because as it is more cost-effective as a package. (see point 1 under Decisions above)

5. Seek legal advice on the personal liabilities of board members, and the society as a whole. Either through CO Nonprofit Association, or Jessica to investigate recommendation on lawyers and fee structure (maybe ask Jim for lawyer recommendation).

Discussion:

  1. Jessica: if we can show that it will be a financial hardship, then Colorado Association for Non-Profits will cover legal costs. But there is a free clinic which is offered to all members. Jessica will comprise a proposal of what we need and she will attend this workshop, possibly with Mo.
  2. Legal Non-profit Workshop Feb 15th
    1. Compliance, employment,
    2. We should have job description’s, final employment letters, evaluation criteria and schedule, etc by then

6. List members on the board, make sure all are willing to continue – take stock. Amy is not present, so we will look at what is appropriate at the end of this meeting and request that she take on something.

Decisions Made:

1. Need new Horticulture chair – Amy? Mo will ask her if she wants to do this.

Jessica: let this develop organically; gather people within chapters. Ask Amy to see what they need?

2. Annual Conference committee chair – Charlie Turner? Discussion ensued and we finally agreed t hat Charlie should have some time off from this. Mo will tell him it’s not appropriate right now.

3. Media Committee Chair – Jan Turner? Continue with Aquilegia

4. Accept new Denver Chapter president – Lenore Mitchell

5. Accept merger of Gore and Plateau Chapters – we have to accept the merger of Gore and Plateau Chapters; this news has already been communicated to their members; it’s a done-deal.

6. Letters to all who have resigned: Linda will do these. Leo, Lenore, Jan, Charlie, (thank you!) Irene, Jim (I think only Leo resigned as a member of CoNPS), Nannette Kuich

7. Additional help for Operating Committee – Jessica will reach out to them

Jenny Neale: review and help with projects
Steve Popovich: help with review, policies etc.

8. Make decision on the Annual Conferences on the east and west slope. Should we have two meetings, or just one, or none? Should we hold the one meeting on the east or west slope?

1. Discussion: Should we agree to have Charlie continue as Chair of the annual meeting?

David: If Charlie can commit to positive, cooperative behavior, then we should strongly consider (not today) his offer to Chair the annual meeting.

Jessica: review Jennifer’s job description (Mo is writing), then determine whether Jennifer’s going to be involved.

David had to drop out at 12:00 pm with the thought that he too, feels that Charlie should take some time off.

ii. We made decision to do ONE Annual Meeting this year. We will give Charlie some time off. Confirming with Gay; one in Gunnison; where is Gay in the planning process and how many people would help with the planning? We want it to be in the Fall. We will ask Jen to help do this as paid employment; not chair it, but organize it. Jessica will gauge Gay and get back to us.

  • David Julie had to leave, but wanted us to know something. Discusiions had occurred bwtween Audubon and the Turners. David will communicate with Audubon to inform them that CoNPS will not be paying any network advertising/marketing funds to them.

– We need to put the resignations behind us and officially announce this to the membership.We want the Turners to write this letter to the membership and publish that in a Special enews issue.

9. Determine how the Operations Committee will function

a. Operate by consensus rather than Robert’s Rules of Order – Yes!

10. Develop new procedures for employee management (evaluations, etc…) where to get good advice on this? Jim, CO Non-profit association?

Jessica will research for templates for these forms, and ask Amy, Jenny Neale and Steve Popovich (who offered help) for feedback:

Employee Handbook

Employment Application

Anti-sexual harassment policy

Anti-discrimination policy

Conflict of Interest policy

  1. Final Actions:Renee will flesh out the motion we make to the Board
  2. When are we meeting again? It was agreed that we will meet at Jessica Smith’s house on Dec 18th at 9:30 am.

We adjourned at 12:15pm, but Renee, Mo, Jessica and Denise stayed for another 15 minutes to discuss the letter Renee will be drafting to explain our Committee to the rest of the Board and request their agreement and support., and vote on the scope of the Operations Committee activities and responsibilities.

TABLE FROM HERE

Amy –what’s on CO Non-Profit legal?

a. Review President’s responsibilities (list provided by the Turners)

b. Rolls and responsibilities of members; division of responsibilities

c. Diminish email correspondence?

9. Pull out and review policy and procedures for the Board (ask Jenny to help with this)

Moving Forward: Create recommendations to the Board at the end of our contract.

1. Rework the policies and procedures?

a. Do we want to continue with officers? Make Operations Committee into a “governing board”,

or make governing board permanent to assist President and VP?

i. How will we advertise for new Board president?

b. Should we make the Board smaller? Only officers at large, or with a representative from the Chapters and another from the Committees?

c. How should board interact with Chapters – links – representation

d. How should the board interact with Committees?