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LEONARDO/ISAST BOARD OF DIRECTORS MEETING January 17, 2008 at the home of John Hearst, Berkeley, CA MINUTES Board Present: Beverly Reiser, Meredith Tromble, Jeff Babcock, Roger Malina, Darlene Tong, Sonya Rapoport, John Hearst, Steve Wilson, Christian Simm Staff Present: Pam Grant-Ryan, Pat Bentson, Kathleen Quillian Absent: Marty Anderson, Larry Larson, Michael Grey, Tami Spector, Joel Slayton, Greg Harper Meeting start time: 6:20pm (Meredith Tromble, as the only presently standing officer on the Board, chaired the beginning of the meeting. There were 8 members present for the first 3 elections (Steve Wilson arrived later in the meeting). 1. Welcome Board. Welcome guests. 2. Approval/Modifications of Agenda: Approved unanimously 3. Approval of Minutes of November 2007 meeting: There were no changes to the minutes from the last meeting 4. Governing Board Committee Reports:
VOTE: To re-elect to the Board: Roger Malina, Sonya Rapoport, Tami Spector and Stephen Wilson: All members present and still in office voted unanimously to confirm online vote to re-elect Roger Malina, Sonya Rapoport, Tami Spector and Steve Wilson to the Board (online vote results: 7 yes, 0 no, 1 abstention out of 8 potential votes) VOTE: for position Chairman of the Board: The Board voted on whether to accept the re-election of Roger as Chair of the Board. The Board unanimously approved, with one abstention. Roger stated that he wants to schedule a board retreat sometime in the next year. He also said he thought it would be healthy to have someone replace him as Executive Editor of the journal. VOTE: for position of Vice Chairman of the Board: Jeff Babcock was nominated as a candidate for the Vice Chair position. Jeff accepted the nomination and the Board voted unanimously with 1 abstention to elect him to the position. Discussion about position of Treasurer: The nomination committee proposed that Greg Harper would make a good Treasurer The vote for Treasurer was tabled until Roger can have a discussion with Greg. Discussion of new nominees for election during 2008: The nomination Committee will work on finding new nominees to invite to the Board which will be finalized at the retreat. Potential candidates mentioned included Carlos Sequin and Vint Cerf. Roger also mentioned inviting someone from R&D sector to each SWG meeting as an informal introduction to the organization. The nominations committee needs to work with the events committee to generate list of next nominations for Board. Discussion of local events: Piero Scaruffi is very excited about the Scientists Working Group (SWG) event series. An events committee needs to be designed to help him continue. The board should also create a hit list of potential speakers. There was some discussion about how SWG fits with events committee. A name for the event and a general agenda needs to be decided. A two-person committee should include Piero and a Board member to make sure what he's doing fits with the Board's interests. Christian was asked whether he would be interested and he said he would. Also a long-term strategy should be developed, including design of event, location, its relationship to the SWG and how it fits in with other local events that address similar topics (YLEM, ATC, etc.) b. Compensation and Finance Committee Presentation of current finances and proposed 2008 Budget (Pat Bentson): Pat explained that the budget format has been changed so that we're using QB profit and loss rather than building on last year's budget. The committee did its best to trim it down given the financial situation. A part-time person was hired last fall to help around the office and the staff also wants to hire a part-time person to help with non-profit management and fundraising two days a week. Money from MIT Press will be less than previous years this year because we received all our FY08 payments last year (on request) and have already spent it. We won't get another payment until July 2008. We got enough from donations, organizational memberships, interest from endowment account, income from CD and other places to get us through December 2007. The rest will have to come from loans from Roger Malina until we can find another source of income. The cost of living (COLA) increase is 4.5% (according to CPIndex). We have a 3 year lease good through March 2010. We could potentially rent part of the office for some income. The only grant proposal we have out is to the SF Foundation. We also have a proposal with Accenture, both of which we should hear from within a few weeks. The gap between expenses and income is $142,000. The board discussed various ways to address the gap including cutting staff time on journal, increasing circulation of the journal, renting out office space and the potential for the New Mexico conference to bring in major income. VOTE: to accept 2008 budget without any modifications: Roger suggested approving the budget with a 6 month review in June as part of the Board retreat. Meredith moved. Christian seconded. All agree. No abstentions, no dissent. Audit report (Pat Bentson): The 2006 audit was completed in accordance with the organization’s by-laws. The auditor did not flag anything about our tax-exempt status being in peril and the report shows that our books are clean and readable. The board takes cognizance of the report. c. Fundraising and Events Committee Presentation on recent fundraising activity: The fundraising committee submitted a short summary from 2004--2008 of fundraising status and also a grant history going back as far as we could go (based on the amount of archived information available). The board discussed potential fundable projects including working with students, writers' workshops and events. Discussion of Network and Audience statistics: Kathleen put together a first cut at network statistics which we'll need to expand on. Kathleen will work with Jeff Babcock on drafting a survey to send out to our network to get a better idea of the individuals behind the numbers (including asking about geographical data, professions and a few more questions).
b. VOTE: on whether to continue with 40th anniversary conference at UNM: The board voted to allow Roger to continue developing conference content and raising $50,000 before making the decision to continue to do the conference (moved by Jeff Babcock, 2nd by Meredith; all vote yes, no abstensions, no dissent). Meredith has a new class on art and animal communication at SFAI; Beverly just became the Associate Curator for the Lush Life Gallery part of the Jazz Heritage Center on Fillmore St.; Kathleen is working on a project which was commissioned by Neighborhood Public Radio to be presented at the Whitney Biennial; Steve is working on finishing his book which is due out in March 2009 and is also working on a project with RFID; Pam is working on finishing up homeopathy school and will graduate this spring; Christian is working on projects for swissnex; Sonya is close to launching a new piece called "Inauthentic"; Darlene is still working on the SFSU library project; John is working on figuring out how to cure cancer with nano particles; Roger is working on a project with SNAP and also working with the Mediterranean Institute for Advance Studies; Pat is busy taking care of her elderly father; Jeff is working on 3 projects: the first is a video of a jazz sextet about the art and technology of playing in a combo; the 2nd is about gamelans and the Balinese view of the universe which will be shown at the Exploratorium; the 3rd is an arts leadership forum to address mid-level management at small arts organizations. 7. The meeting adjourned at 9:35pm Attachments/Supporting Documents - 2007 Profit & Loss statement - 2007 Balance statement - 2008 budget - Leonardo-UNM Revised plan for 40th anniversary conference - Leo 40 conference, draft corporate package - Leo 40 conference, draft agreement - Leonardo Network and Audience statistics - Leonardo Book series tracking report - Grant proposal history and status - Fundraising plan for 2008 - 2006 audit posted 27 February 2008 |
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