Board+Minutes

GHA Board Meeting Archived minutes can be found at: [] March 21, 2018 Minutes Present: Kevin Lydy, Nick Boutis, Dan Halm, Paul Sampson, John Riggins, Betty Ross, Bob Moore, Deanna Newsome, Dick Heil, Allen Hunt, Ron Lewis,

Guest: Bethany Gray


 * Nick Boutis, Directors Report (see separate report in GHEI Director’s Report):**
 * Nick began tonight’s meeting regarding AC’s financial woes (15% cut to the annual budget).
 * Nick emphasized that the amount of cuts that AC is asking of the Glen ($118,000, ramping up to $350,000+ for FY2019) is not feasible for the preservation of the Glen.
 * He mentioned that
 * Betty pointed out that the asks of AC is way beyond what is logical.
 * Nick responded that AC informed him that the overhead fees were accurately assessed akin to what was done for other aspects of AC (Wellness Center, etc.)
 * Craig asked whether Nick had approached AC with what he felt was an accurate figure for the overhead costs.
 * Nick responded that the fees don’t really factor in the “free labor” provided by Glen Helen staff.
 * Nick emphasized that the entire situation has placed a significant amount of stress upon GHEI staff, Naturalists, and everyone involved. The relationship between someone working at the GHEI and the actual Glen Helen is eroding a bit and folks need to figure out why they are here.
 * Alan and Betty both pointed out that it’s possible that AC thinks GHA has deeper pockets to help the Glen Helen out.
 * Nick is finding it hard to provide a sense of stability and generate reasons for confidence to his staff, compounded by the fact that, over the last year, five employees have been riffed with no replacements
 * Betty asked about what would happen if Nick says to AC that Glen Helen cannot meet the ask, and if GHA can’t continue to help out; Nick responded about the Dayton Foundation endowment and how it could be accessed, but there’s a structure/process that needs to be followed.
 * A second option is if AC comes to GHA to ask for funding, the GHA would conceivably be in a strategic position to set guidelines/parameters; on top of that the Dayton Foundation could come back and say that the funds are not being used for the restricted purpose.
 * John pointed out that if AC asks the GHA for funds, that would be an opportunity to clarify the specifics of the ask; GHA would not be able to give money for the operation of AC but, we could turn that into an opportunity for a long-term good, such as the GHA acquiring the Glen.
 * Nick passed around some information regarding a caterer (Elegant Fare, [|elegantfare.com]) that works with the Cincinnati Nature Center. Currently, GHEI has hit a wall with regards to coordinating rentals, making spaces ready and then cleaning up and prepping for the next event. Cincinnati Nature Center has 120 bookings with each bringing in around $2,000.
 * Craig expressed concern due to the upkeep of Camp Greene and how this may cause a distraction from that.
 * Nick responded saying that the lodge at Camp Greene is a great space, but the limitations (no running water, pit toilets, etc.). Nick has mentioned that options have been explored (composting toilets, trailer toilets). Other ideas include marketing and a “focal point” for where folks exchange vows, etc. The advantage of going with a caterer is that it’s mutually beneficial to market. One other item that is needed is a prep area for a caterers coming in. Nick is hoping to ask the board for a (not to exceed) $30,000 to move forward with the items mentioned above.
 * Nick clarified the cost associated with the GHA; we get a certain percentage of the booking and a cut on the food costs. GHA would not have to pay anything up front and it is a non-exclusive contract meaning that we can continue to book on our own if we need to.
 * John questioned whether this would be on this FY or if it would be on the next FY. Nick would prefer that it would be on this FY, with projected timeframes of 4-12 weeks for all of said improvements/purchases.
 * Kevin clarified about a timeline for all of the “upgrades;” Nick mentioned that there would be a timeline of about 4-10 weeks.
 * Nick also mentioned the hope for a renewed funding grant from the Matile Family Foundation; there was a nice visit with the program officer at the OEC and Nick is hoping for renewed funding.
 * Nick also brought up the “Make it Count for the Birds” fund drive to help raise money for land stewardship in the Glen.

◦ Dan passed around GHA Board contact information for all board members to confirm/update ◦ The slate of Board nominations will be: ◦ This slate would be voted on at the Annual Meeting ◦ **Motion to approve slate of nominees. Seconded.** //No quorum, will need to get approval through email voting.// ◦ One-year term board members, starting in July are ◦ Betty brought up the lack of board participation on the respective committees to help alleviate the burdens placed upon GHEI staff ◦ Nick added to the above proposals ² Three staff members needed to take and 11 1/2% cut to their salaries and Nick is hoping that the GHA could bring them up to zero: $1,590 for Shakar (possibly by waiving rent) $2,610 for Michael Blackwell ² Adding the Assistant Director back into the GHEI staff at a cost of (not to exceed) $40,000/year to bring them on at the beginning of June; (not to exceed $3,330 for the current fiscal year). The hope is to bring the person on as an employee rather than as a contract worker. Thus the expectation would be that we would need to bring on as a contractor similar to Dianne Ulrick and then have the option to bring them on as an employee. ² The final request is in regards of the GHEI staff that have not had a pay raise in the last three years. Thus $500/staff member from GHA to help ($4,625) l In total, the costs would be, for the current fiscal year would be $12,522. ² John passed around a Proforma FY 2018 sheet to compare the projected FY 2018 versus the Projected FY 2018 with Nick’s above proposal. ² Craig inquired about where the funding for the Camp Greene upkeep (toilet trailers) would come from. l John clarified that it would come from cash. ² Craig also inquired about tax issues with the $500 bonus that is paid, for both GHA and the recipients of the bonus l Nick clarified that it’s below the tax threshold and that what GHA does has nothing to do with any other business. ² Both Allen and Craig expressed concern about GHA potentially becoming an employer l Nick emphasized that, should the GHA become owners of the Glen, the GHA may be at that point regardless l John suggested bringing on the AD on a contract for 6 months to give GHA time to possibly formulate personnel policies; making the new AD the “test case” for personnel policies l Dan inquired about whether or not Nick could provide the Finance Committee with some parameters; Nick said he could do so. ² John inquired if that includes the search for the new AD; Nick confirmed that it would. ² Bethany inquired about the five folks who were riffed l Nick clarified who: Tina Office Manager at the OEC (currently brought back on at ¾ time as a contractor via the GHA), Assistant Director for the OEC, one Property Management team members, and Property Manager (although Ben is currently serving in that capacity after George Biere’s retirement but is not being compensated as such).
 * New Business**
 * Allen Hunt (current member)
 * Kevin Lydy (current member)
 * Bob Moore (current member)
 * Mary White
 * Bethany Gray
 * Emily Fulburt
 * Robbie Marion
 * Chad Runyon
 * Elegant Fare contract
 * Camp Greene Upgrades
 * Funds to help maintain GHEI programs (that are absolutely imperative to the operations of the Glen) in light of AC cuts
 * **Motion to allow the Finance Committee to pursue personnel policies and other HR-related policies. Seconded.** //No quorum, will need to get approval through email voting.//
 * **Motion to approve $12,522 requested by Nick to offset Antioch College budget cuts. Seconded.** //No quorum, will need to get approval through email voting.//
 * **Motion to allow Nick to negotiate a non-exclusive contract with Elegant Fare for catering scheduling. Seconded.** //No quorum, will need to get approval through email voting.//
 * **Motion to allow Nick to pursue Camp Greene renovations (toilet trailer, “archway,” and sinks for catering) not to exceed $40,000. Seconded.** //No quorum, will need to get approval through email voting.//

◦
 * Unfinished Business**

◦ Executive Committee – The ad hoc committee revolving around the concerns raised regarding AC’s ability to maintain the Glen. Currently working to draft a plan. Will be meeting again soon. We need to be ready, but we don’t know what to be ready for and we have to be careful about letting it be known without upsetting AC. ◦ Board Development Committee – See notes above regarding the Annual Meeting. Still looking at a board “retreat.” The election of the officers will occur soon as well. ◦ Finance Committee – See notes above. John mentioned that the auditing process is wrapping up. Not a whole lot to discuss regarding financials. ² Dan clarified that those were the AC endowments which are separate from the Dayton Foundation and Springfield Foundation endowments; ² Nick clarified that AC has not been 100% forthcoming with information. Nick said that, although the numbers are significant, it’s not necessarily something that we should be focusing on. ◦ Development Committee – ◦ Membership/Marketing/Volunteer Committee – The Pancake Breakfast is on Sunday, April 8 from 10am until 1pm. Board members are encouraged to attend/participate. ◦ Event/Program/Stewardship Committee – Ben submitted a very thorough job of reporting the issues involving the Glen to the committee. There is a plan to reseed over at the Sutton Farm and there is a desire to break up the tile that is on the property. Things are looking good so far. Case Woods property: the stiltgrass is proving exceedingly tricky to eradicate. On April 15 there will be a Sutton Farm volunteer event to help remediate. In the near future there will be trail creation at Camp Greene to help folks avoid damaging the work that’s been done at the property. Craig reiterated his request to have an updated list of the conditions of all the properties (particularly roofs) so that the committee can prepare, as well as the status of all of the lease agreements with renters.
 * Committee reports**
 * Allen sought clarification about the endowment shortcomings Nick presented a few meetings ago as the money was specifically earmarked for the Glen.


 * Motion to approve the minutes from January. Seconded.** //No quorum, will need to get approval through email voting.//




 * Motion to adjourn. Seconded. Adjourned** (9:15pm)

{//next meeting on May 16, 2018 – Annual Meeting//}