Board of Directors Meeting ASCD Headquarters Alexandria, Virginia July 21-23, 2014 MINUTES

Transcription

1 Board of Directors Meeting ASCD Headquarters Alexandria, Virginia July 21-23, 2014 MINUTES Attending Nancy Gibson, President (IL); Becky Berg, Immediate Past President (WA); Marie Adair (NJ); Susie Carr (OH); Jon Chapman (Washington, D.C.); Josh Garcia (WA); David Mathis (SC); Matt McClure (AR); Lorraine Ringrose (British Columbia, Canada); Pam Vogel (IA); Judith Zimmerman (OH). Absent Ronal Butler (VA); William Potts-Datema (GA). ASCD Staff Judy Seltz, Acting Executive Director; Deborah Hall-Pope, Chief Organizational Services Officer, Organizational Services; Theresa Lewallen, Acting Chief Constituent Services Officer, Constituent Services; Ron Miletta, Assistant Executive Director, Marketing and Member Services; Richard Papale, Acting Chief Program Development Officer, Program Development; Gregory Smith, Chief Technology Officer, Information Technology Solutions; Pam Taylor, Acting Chief Financial Officer, Financial Services and Risk Management; Becky DeRigge, Governance Manager, Executive Work Group; Alisa Simmons, Governance Project Coordinator, Executive Work Group. Monday, July 21, 2014 President Nancy Gibson opened the meeting at 1:00 p.m. 1. Receive the President s welcoming remarks. President Gibson welcomed new Board members Josh Garcia and Lorraine Ringrose, other Board members, and staff to the meeting. Gibson noted that Ronal Butler could not attend the July meeting. She and Immediate Past President Becky Berg reviewed appropriate norms for the Board meeting. Pam Taylor, Interim Chief Financial Officer, Financial Services and Risk Management, introduced Steve Fisher and David McBride from Marco Investment Management LLC, who, at the request of the Board, shared information on ASCD s investment portfolio, including a performance comparison for the last 13 years and a graph that illustrated the portfolio s growth over time. Taylor then introduced Yung-Hee Gallinaro and Rachel Sinks of CliftonLarsonAllen, ASCD s audit company, who briefed Board members on the audit process and their key audit areas and related plan. 1

2 2. Confirm June 2014 Board of Directors vote to elect an additional Board member. President Gibson reminded Board members that in June they had unanimously elected William (Bill) Potts-Datema to a four-year term on the Board by an electronic vote, and according to Virginia Code, this electronic vote must now be confirmed. Marie Adair moved, and Judy Zimmerman seconded, to confirm the electronic vote. The motion carried. 3. Establish the agenda. President Gibson called for any additional agenda items; none were proposed. She suggested that agenda items 4 (Adopt the March 14, 2014, Board of Directors meeting minutes) and 14 (Approve the Board nominating committee s proposed slate of candidates for the ASCD Nominations Committee) be moved to the Consent Agenda. Pam Vogel moved, and David Mathis seconded, to place those items on the Consent Agenda. The motion carried. Matt McClure moved, and Jon Chapman seconded, to add another item to the agenda, 7.A - Discussion and potential approval of a search process and time line for a new Executive Director. The motion carried. McClure moved, and Adair seconded, to adopt the meeting agenda as revised. The motion carried. 4. Adopt the March 14, 2014, Board of Directors meeting minutes. This item was placed on the Consent Agenda. The motion carried. 5. Receive oral report from the Acting Executive Director on the first 50 days. Acting Executive Director Judy Seltz noted that staff and Board members had been very supportive of the transition, and she shared information on various changes that had taken place toward addressing the budget and staff engagement and morale. Seltz also shared information on an upcoming Affiliate Futures Project, which is a study that is intended to determine the kind of component program that makes the most sense for ASCD. She noted that an interim report would be posted on BoardEffect in September and that Board members could discuss it and provide feedback at their October meeting. Theresa Lewallen, Acting Chief Constituent Services Officer, provided additional information on the process that will be used to obtain feedback, which includes the use of a consultant and a virtual office hours opportunity. Adair moved, and Mathis seconded, to move into Executive Session. The motion carried. (Agenda item 6, Receive report from the Executive Director on personnel and legal matters as needed, was discussed in Executive Session.) Zimmerman moved, and Adair seconded, to return to Open Session. The motion carried. Tuesday, July22 President Gibson opened the meeting at 9:10 a.m. She announced that newly elected Board member Bill Potts-Datema had now received final clearance to serve on ASCD s Board of Directors. 2

3 7. Discuss and adopt the FY15 organizational goals. Seltz provided background on the development of the goals, noting that the first four were carry-over goals that had been informally approved by the Board in March 2014 and that the last two had been added since then. She said that in the past, these goals were the Executive Director s goals, but they are now the organization s goals. Board members agreed to reorder the sequence of agenda items so that a discussion of item 10, Receive update on the ASCD Dashboard, could directly follow. 10. Receive update on the ASCD Dashboard. Taylor and Gregory Smith, Chief Technology Officer, Information Technology Solutions, reviewed the Board Dashboard Framework, its four key areas (Innovation and Design, Relationships, Practice and Process, and Financial Performance and Growth), the respective key performance indicators (KPIs), and the process planned for sharing information on the association s performance with Board members. Garcia noted that key indicators should align with the organization s goals. Smith shared additional information on the process staff used to develop the goals. Seltz noted that this was the first attempt to develop KPIs and she reviewed the Board s discussion on this topic at its February 2014 retreat. Seltz noted that Board members will receive quarterly reports on each goal. Gibson said the Board could continue its discussion at the Board s strategic planning session during its October 2014 meeting. Garcia moved, and McClure seconded, to remove the FY15 reference in the goals and charge the staff to develop KPIs for each goal for Board adoption in October Garcia moved, and McClure seconded, to amend his motion to read, Remove the FY15 reference from the goals and to adopt the goals as amended. The motion to approve the motion as amended carried. Adair moved, and Ringrose seconded, to remove the first motion from the floor; McClure and Garcia agreed to rescind the first motion. Garcia moved, and Vogel seconded, to request the Executive Leadership Team to develop recommendations for specific KPIs for each of the adopted goals by October. The motion carried. Garcia also proposed archiving this process, perhaps by adding policy that the Board adopts goals and KPIs. A discussion group will be established on this topic in BoardEffect so that Board members can provide feedback on the following questions: What are those large organizational goals and what are the indicators that Board members will want to see? and What does success look like? Seltz suggested that Board members reread portions of Race to Relevance. A copy of The ASCD Story will be posted on BoardEffect. 7.A Discuss and potentially approve the search process and timeline for a new Executive Director. Ringrose moved, and Zimmerman seconded, to move into Executive Session. The motion carried. 3

4 Adair moved, and Mathis seconded, to return to Open Session. From 1:00 to 2:00 p.m., Scott Kinney, Senior Vice President of Discovery Education, briefed Board members and staff on digital education trends. 8. Financial reports 8.A Review of third quarter FY14 financial report. Taylor distributed copies of a handout with a financial report summary through June 30, She noted that the trends were not going to change significantly through the end of the fiscal year; the cumulatives are still running behind in core operating revenue in the areas of product sales, professional development, and membership. Expenses are behind budget as well. Investments still remain strong. 8.B Approve the proposed FY15 budget presented by the Finance Committee. Finance Committee member Adair reviewed the committee s meeting Monday at ASCD and a recent conference call. Adair said this was a thoughtful budget, and she highlighted several areas, including funding for new initiatives built around a business case, milestones for each initiative monitored throughout the year, and the reliance on investment income. Carr reviewed initiatives outlined in the technology outlook. Adair referenced information in future directions related to Constituent Services and program, products, and services. Carr also mentioned that marketing is looking at interfacing with technology and a concentration on membership, distribution, and digital advertising. Adair noted that the budget also reflects an increase in the cost of benefits. Carr then reviewed charts and graphs included in the Board s background material. Garcia asked about a plan for further cutting the budget to try to eliminate dependence on investment income. Seltz spoke to the budget having been cut twice already by eliminating some positions, cutting some activities, and deferring some hires. Carr suggested staff review line items related to group food and beverage, internal staff meetings, honoraria, and free memberships and conferences. Taylor cautioned that many of these items are directly related to income-generating initiatives. Garcia said we have four years of trend data that includes a heavy reliance on investment income. Chapman moved, and Garcia seconded, to ask staff to look at assumptions on how to get us to a zero-balanced budget without using investment income. After further discussion, Garcia and Chapman agreed to rescind their motion. Garcia moved, and Chapman seconded, that by the October 2014 Board meeting, the staff will bring a multi-stage approach to reduce dependence on investment funding with specific recommendations for items that would be eliminated in years one to three and not solely relying on increased revenue totals. The motion carried. Zimmerman moved, and Ringrose seconded, to adopt the FY15 budget with the caveat that the budget might be modified at the October 2014 Board meeting. The motion carried. 4

5 8.C Review of Investment Portfolio Performance Report by the Finance Committee. Board members agreed that this review was covered by the Marco Investment representatives during their presentation on Monday, July Receive update on global strategy and review business plan for the Middle East. Seltz noted we have a team of staff looking at what ASCD s global strategy should be. We have had four areas of business development, study trips, and Board international trips, but we haven t looked at what we should be in a global market overall. Ron Miletta, Assistant Executive Director, Marketing and Member Services, said that one of the first steps was to contact outside organizations to benchmark their strategic practices. He then highlighted information in the report on major markets for ASCD Saudi Arabia and Southeast Asia. Wednesday, July 23, 2014 President Gibson opened the meeting at 9:05 a.m. 9. Receive update on product development. Richard Papale, Acting Chief Program Development Officer, Program Development, distributed a revised graph listing key initiatives and outcomes. He shared information on work done to-date in the Program Development work group, including a review of current staff skill sets, development of a production schedule for new initiatives, abandonment of some products, a redesign of institutes, creation of a new cadre, and a mind shift regarding content. 10. Receive update on enterprise risk management program. Taylor reported on the Risk Management Team s work to identify risks to the implementation of ASCD s goals and objectives and steps that could be taken to mitigate those risks. She noted that this issue is embedded in all of ASCD s practices; close monitoring will also help to mitigate the risks. Immediate Past President Becky Berg commented that policies related to the Board s relationship to the Executive Director and other Board actions may help as well. 13. Receive and vote on recommendation from the Position Advisory Committee (PAC). David Griffith, Senior Director, Public Policy, reported on the process the PAC used to draft its recommendation to develop programs, products, and services around the topic of teacher leadership. Adair thanked Griffith for his and the committee s work. Lewallen noted that one of the symposia planned for next year will tie directly to the PAC s recommendation. Zimmerman moved, and Mathis seconded, to approve the recommendation from the PAC. The motion carried. 14. Approve the Board nominating committee s proposed slate of candidates for the ASCD Nominations Committee. This item was placed on the Consent Agenda. The motion carried. 5

6 15. Board Committee Reports. President Gibson announced the following committee appointments: Board Competencies - David Mathis, Nancy Gibson, (TBD) Finance - Josh Garcia, Susie Carr, Judy Zimmerman Information Technology - Ronal Butler, Pam Vogel Legislative - Judy Zimmerman, Becky Berg Nominations - David Mathis, Pam Vogel Organizational Health - Bill Potts-Datema, Susie Carr Policy - Matt McClure, Marie Adair Product Development - Jon Chapman, Lorraine Ringrose Board members then met for approximately 45 minutes in their respective Board Committee groups to prepare brief updates. 15.A Receive update on the work of the Board Competencies Committee. President Gibson and Board Competencies Committee member Mathis reported on the committee s work, including surveying Board members on their current skills to determine what was missing, moving from diversity to competencies, and making its recommendation to elect Potts-Datema to a four-year term on the Board. 15.B Receive update on the Board Product Development Committee. Board Product Development Committee members Chapman and McClure referenced Papale s Product Development report and the creation of a new production schedule for new initiatives. 15.C Receive update on the Board Information Technology Committee. Board Information Technology Committee member Zimmerman said the committee would work virtually and post a report on BoardEffect. 15.D Annual Conference Advisory Committee President Gibson announced that this committee was now defunct and shared information on the rationale for this decision. Garcia moved, and Ringrose seconded, that the Board of Directors approve the Annual Conference theme. The motion carried. Seltz noted that the members of the Program Development Committee could serve as liaisons to the internal Annual Conference planning team. 16. Review Accountability 2.0 meeting and receive oral report on the Whole Child Symposium. Seltz provided background information on the recent meeting of leading national education thinkers to explore what next generation of accountability systems could and should be developed to best support learning. She reviewed several possible next steps for ASCD. Zimmerman moved, and Chapman seconded, to move into Executive Session. The motion carried. 6

7 Adair moved, and Mathis seconded, to return to Open Session. The motion carried. 17. Receive the President s closing remarks. President Gibson thanked the Board members for their sometimes difficult work and for their honesty and transparency. She noted that the Board had made a lot of progress. Gibson said that the Board s executive director search committee would keep Board members informed on which search firm is selected. Adair moved, and Zimmerman seconded, to adjourn the meeting. The motion carried. The meeting was adjourned at 3:00 p.m. 7