Board of Directors Meeting Hilton Americas Hotel Houston, Texas Friday, March 20, 2015 Attending Nancy Gibson, President (IL); Becky Berg, Immediate Past President (WA); Marie Adair (NJ); Ronal Butler (VA); Susie Carr (OH); Jon Chapman (Washington, D.C.); Josh Garcia (WA); David Mathis (SC); Matt McClure (AR); William Potts-Datema (GA); Lorraine Ringrose (British Columbia, Canada); Pam Vogel (IA); Judith Zimmerman (OH). Ryan Goldsberry and Tom Korte, representatives from Arcadia Group International, were also in attendance. ASCD Staff Judy Seltz, Executive Director; Deborah Hall, Chief Operations Officer, Operations; Theresa Lewallen, Chief Constituent Services Officer, Constituent Services; Pam Taylor, Senior Director, Financial Services; and Becky DeRigge, Governance Manager, Executive Work Group. President Nancy Gibson opened the meeting at 8:55 a.m. 1. Receive the President s welcoming remarks. President Gibson thanked Board members for their hard work during the last two days as they interviewed candidates for the position of Executive Director. 2. Establish the agenda. Pam Vogel moved, and Josh Garcia seconded, to add agenda item Discuss Board member expenses at conferences and Board meetings. Lorraine Ringrose moved, and Garcia seconded, to add agenda item Discuss transition meeting/board retreat. Marie Adair moved, and Matt McClure seconded, to add agenda item Discuss ASCD policies and protocols. Bill Potts-Datema moved, and McClure seconded, to approve the agenda as amended. The motion carried. No items were moved to the Consent Agenda. 3. Adopt the October 16 17, 2014, Board of Directors meeting minutes. David Mathis moved, and Vogel seconded, to adopt the October 16 17, 2014, Board of Directors meeting minutes. The motion carried. Judy Zimmerman moved, and Susie Carr seconded, to move into Executive Session. The motion carried. (Agenda item 4, Receive report from the Executive Director on personnel and legal matters as needed, and item 5, Vote on whether to offer a contract to a new Executive Director, were discussed in Executive Session. Potts-Datema moved, and Adair seconded, to return to Open Session. The motion carried.
6. Vote to offer a contract to an identified candidate for the position of Executive Director. Immediate Past President Becky Berg moved, and Mathis seconded, to offer a contract to an identified candidate for the position of Executive Director. The motion carried. 7. Vote on proposed policy on the Executive Director s responsibilities and goal development timeline. Board subcommittee on policies committee member Adair reviewed proposed new policies and protocols related to the Executive Director s responsibilities and goal development timeline. She revised proposed new policy 210.6 to read, The Executive Director s performance is independently evaluated by the Board of Directors. The methodology for evaluation will be developed based on industry best practice as determined by the Board of Directors. Committee member McClure added another proposed policy (210.8) to read, The Board of Directors approves the Executive Director s performance bonus based on the degree of attainment of identified goals. McClure also proposed moving the protocols related to this topic to ASCD policy. McClure moved, and Potts-Datema seconded, to approve the proposed new language as amended and to move related protocols to policy. The motion carried. (Note: The newly approved agenda item titled Discuss ASCD policies and protocols was discussed in this agenda item.) 8. Elect 2015 16 ASCD President and Vice President. President Gibson reviewed the process to be followed for the elections of President and Vice President and called for nominations from the floor. Adair nominated McClure for President, and Mathis seconded this nomination. Potts-Datema nominated Vogel for President, and Ringrose seconded this nomination. Board members voted to elect Matt McClure as the 2015 16 ASCD President. President Gibson called for nominations for Vice President. Zimmerman nominated Ronal Butler, and McClure seconded this nomination. Carr nominated Ringrose, and Potts-Datema seconded this nomination. Board members voted to elect Ronal Butler as the 2015 16 ASCD Vice President. Potts-Datema moved, and Zimmerman seconded, that the ballots for each election be destroyed. The motion carried. 9. Reports from the Audit Committee. 9.A Receive report on Audit Committee activities (includes 9.A.1 Receive auditors report for FY14 and 9.A.2 Receive auditors management letter for FY14 and staff response ). The report from the Audit Committee was that ASCD received a clean audit again this year. There were no audit findings or disagreements with any of the materials provided for the audit, and no material weaknesses were identified.
10. Receive consolidated financial reports for the five-month periods ending January 31, 2015. Pam Taylor, Senior Director, Financial Services, referenced background materials in the Board agenda. She used a PowerPoint presentation to illustrate (a) a comparison of current year-to-prior-year actuals, (b) a comparison of activities with the strategic budget, and (c) a cash flow comparison of the current year to prior years. She noted core revenue was down but that some areas, such as digital products, were up. Executive Director Judy Seltz referenced specific marketing strategies under consideration, including a focus on Title I schools, using more social media for particular audiences, and targeted marketing segmentation. 11. Receive Investment Portfolio Performance Report. Taylor noted there was a lot of volatility in the first five months of FY14 (through the end of December 2014) and the return on stocks and bonds was down but rebounded in February. Carr noted that if current trends continue, we may need to consider how ASCD does business we may have to think about our long-term investments and use some of that cash to reinvest in ourselves. Zimmerman commented that Board members would review policies and protocols on this topic later in the day. 12. Receive Board Subcommittee reports. 12.A Investment Committee (discuss and vote on policy regarding investment funds). Ringrose reviewed proposed new policies. Zimmerman said a lot of policies had been moved into protocols and Investment Committee members had worked with the Executive Director and ASCD staff to prepare these recommendations for the Board s review. We need to invest some money to make some money. Further decisions will need to be made about investing in the organization we need to spend some of that money for the betterment of the organization. Executive Director Seltz explained that (a) the Investment Guidelines were moved into the proposed new policies and protocols so that the information from the Guidelines is now a part of the Board document, (b) the new language includes Board approval of expenditures $500,000 or greater, (c) the new language includes guidelines on how to use the short- and long-term reserves (it is typically not best practice to have reserves the size that we have and not reinvest them in the organization), and (d) ASCD officers will each receive a corporate card for all ASCD-related expenses (the use of a discretionary fund for the officers will be discontinued). Garcia noted that the Executive Director has authority to spend up to $500,000 and asked about the thresholds and communication related to these expenditures. Seltz said most would show up in the budget. Zimmerman noted that the Board of Directors has already given that authority to the Executive Director. McClure moved, and Ringrose seconded, to approve the new and revised policy language. The motion carried. 12.B Competencies (review survey to address Board competencies and needs). Competencies Committee member Mathis said the committee had met via conference call. Committee members are looking at a new survey to get a better picture of Board member competencies. Mathis suggested that in the future, members of the
Competencies Committee should have staggered terms. 12.C Product Development. Product Development Committee member Ringrose reported on the committee s recent conference call and referenced PowerPoints sent to Board members just prior to their meeting presentation focused on new markets. She briefly reviewed those materials related to teacher segmentation and EL in the Classroom. 12.D Information Technology. Information Technology Committee member Jon Chapman reported on a productive call with the internal IT team on the website overhaul project. He said that near completion is expected in June and the site will have a great new look and feel, which should pay off. Committee member Ronal Butler noted that the team had seen some mock-ups of the ASCD website. 12.E Organizational Health. Organizational Health Committee member Potts-Datema commented that the employee engagement team was making good progress. Deborah Hall said she had sent Committee members a third-quarter update of the internal committee s activities. She briefly reviewed improvement in three areas: better understanding of ASCD s goals and direction; taking responsibility for work areas; and speaking without fear. 12.F Nominating (Receive the President s appointments to the Board nominating committee). President Gibson appointed Potts-Datema and herself to the 2015 Board nominating committee. She said that one of the newly elected Board members would also serve on the committee. She also announced the formation of an ad hoc committee to look at the whole nominations process to become a Board member. Former ASCD President Linda Mariotti will serve on the committee, along with Mathis, Gibson, and two more members to be added at a later date. Vogel, a member of the 2014 15 ASCD Nominations Committee, and Mathis, facilitator of the committee, reported on the process and timeline that the committee used to determine a slate of candidates for the 2015 member election of Board members. Their report included several recommendations, including (a) seeking a balance on the Nominations Committee of seasoned and new members, (b) the Board s development of questions for candidates, (c) considering other ways for persons who haven t followed a traditional path to become a member of the Nominations Committee, and (d) rethinking the interview process. Vogel e-mailed Board members a copy of the written report. 13. Receive strategic planning update. Seltz shared highlights from ASCD s Strategic Direction initiatives during the second quarter of FY15 related to revenue growth, cost reduction, and advancing the association s mission. She reminded Board members that ASCD s core values are embedded in the new idea management process, and she reviewed that process as well. 14. Receive update on Affiliate Futures Project. Theresa Lewallen, Chief Constituent Services Officer, Constituent Services, provided an
update on the Affiliate Futures Project. Board members last received information on the project in October 2014. She also reviewed the probable make-up of the Affiliate Advisory Committee. 15. Receive Executive Dashboard. Taylor used a PowerPoint presentation to share information on the progress made (as of February 2015) on performance metrics linked to ASCD s six Organizational Goals. Board members requested that information be presented in a consistent format. President Gibson asked McClure and Butler to review the information and provide feedback on how to develop a consistent reporting format. Taylor noted that third quarter information will be available in mid-june. Garcia suggested that this information be posted on the Board s secure portal on a quarterly basis. 16. Updates on the work of the Legislative Committee, 2015 Leadership Institute for Advocacy (LILA), and the ASCD Forum. Berg noted that the Legislative Committee s 2015 agenda looks similar to its 2014 agenda. President Gibson said that the 2015 LILA was one of the better institutes, with 129 attendees, and she reviewed the various presentations. Gibson briefly reviewed how the Legislative Committee selected the topic of accountability for this year s ASCD Forum. She reminded the Board to attend the ASCD Forum, which was scheduled for Sunday, March 22, at 8:00 a.m. Additional agenda items. 17. Discuss Board member expenses at conferences and Board meetings. Board members received a brief overview of current reimbursable expenses related to their attendance at ASCD s annual conference and Board meetings. Vogel moved, and Ringrose seconded, that ASCD reimburse Board members for expenses related to their attendance at Annual Conference (i.e., lodging, meals, conference registration) from the time they arrive until the end of the conference. Vogel also asked that staff make hotel reservations for Board members for their attendance at annual conference. After further discussion, Berg moved, and Garcia seconded, to rephrase the motion to read Costs associated with Board members attendance at ASCD s Annual Conference will be reimbursed according to ASCD s travel policy. Vogel and Ringrose agreed, and the motion as amended carried with one dissent. 18. Discuss ASCD transition meeting/board retreat. Ringrose moved, and Vogel seconded, that a transition meeting be held with members of the existing Board, the new Executive Director, and newly elected Board members, possibly before July. McClure noted that the meeting doesn t have to take place at ASCD Headquarters. President Gibson said that, in addition, the Executive Committee will meet with Seltz and the new Executive Director to plan the transition. The motion carried. President Gibson declared the meeting adjourned at 2:44 p.m.