Minutes of NWSSA BOD Meeting 6-14-2023

Date: 6/14/2023

Time: 6:30 P.M. PST

Location: Virtual via Zoom

ATTENDANCE

Board members: 

Ellie Hochman, Jeremy Kester, Stephen Taplin, Cyra Jane Hobson, Rick Johnson, Tamara Buchanan, Pat Barton, Markos Weiss, Denny Tsang, Julieanne Kohn, Deborah Wilson 

Board Members Present via phone/virtual: All

Absent: Denny Tsang, Rick Johnson

Quorum: Yes

Staff Present: Renee Roberts 

Guests: Leah Davidson, Constance Jones.

CALL TO ORDER

A meeting of the Board of Directors of the ORGANIZATION was duly called on 6/14/2023, at 6:31 p.m. PST.  Ellie Hochman (President) called the meeting to order.

Minutes Approval

A motion was made to approve the previous month’s meeting minutes. The motion was seconded. The motion passed unanimously.

Reports

Treasurer’s report: Cyra Jane

Treasurer Report 6.8.23.docx

Events: 

Pilgrim Firs Update: Cyra Jane

Suttle Lake Update: Kentaro Kojima (see summary below)

Have online discussion about plans for wildfire impact at symposiums.

Kubota Gardens: Markos Weiss

Needs liability insurance certificate. To be handled by event coordinators.

Arboretum update: Constance Jones (see below)

Volunteers needed. Make participants aware of lack of artwork insurance. 

Sculpture Walk 2023 -2

Women’s Hand Carving Retreat: (See below)

Web development: (see below)

Old Business

Endowment: Tamara

Endowment Policy NWSSA 6/14/23

Clarification of guarantee needed.

Nominations Committee: Tamara

Requests early notification of current BOD members intent to run for another term in 2024.

Finance Committee: Ellie (see below)

Indemnification Clause Proposal:

Denny Tsang proposed we add Article X (see below) into the bylaws.

Needs to be revisited

New Business

General meeting presentation: 

Discussion and preparation to continue online leading up to PF

Fall Retreat: 

Tentatively at Marcos’ TBD

Meeting adjourned at 8:14 P.M. PST by Ellie Hochman (President). 

Next meeting will be held on 7/12/23 at the Pilgrim Firs Symposium. 

———————————————-

Reports and supplemental information

SUTTLE LAKE UPDATE- by Kentaro

• Signed contract and paid deposit to Camp.
• Submitted mini-grant. Spoke to a staff member about our grant, but could not get any sense on whether we might get it or not.
• Starting to get some work study applicants.
• Deciding whether to approach Lawrence Stoller (The crystal guy). Maybe just the tour?

WEB DEVELOPMENT UPDATE- CARL NELSON

Our developer, Zoey has evaluated the mix of plugins we chose for the Commerce, Events, and Membership parts of the new WordPress website.

She feels that, although we have chosen a mix of plug-ins that meet our needs, the level of complexity and integration and support needed could be simplified, and possibly sped up (the site can be slow to respond).  

She has proposed, and I agreed, for her to spend the time confirming that by using only the WooCommerce plug-in and its additions it will simplify maintenance and integration for NWSSA needs.  She has created dev.carvestone.org as the place to test this approach. We have a follow-up on Friday to confirm this approach meets NWSSA needs.  Assuming it does, we will move onto the more public facing aspects of the site.

As a side note, demands from two of her older clients (San Michelle winery and Staples) have slowed her progress on the NWSSA site.   She once again has time available for NWSSA.

INDEMNIFICATION PROPOSAL MADE BY DENNY TSANG

I propose we add Article X into the bylaws at the next Board Meeting

Article X

Section 1: Right of Indemnity

To the fullest extent permitted by law and subject to Section 10.2 and the other provisions of these Bylaws, NWSSA shall indemnify any person who was or is a party or is threatened to be made a party by reason of the fact that such person is or was an Officer, Director or Employee (collectively an Agent)
of NWSSA, against all Expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with the Proceeding.

Article 2: Approval of Indemnity
On written request to the Board by any Agent seeking indemnification, to the extent that
the Agent has been successful on the merits, the Board shall promptly authorize
indemnification in accordance with Section 5238(d) of the Nonprofit Corporation Law.
Otherwise, the Board shall promptly determine, by a majority vote of a quorum consisting of trustees who are not parties to the Proceeding, whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) of the Nonprofit Corporation Law has been met and, if so, shall authorize indemnification.

INTRODUCTION TO FINANCE COMMITTEE MEMBERS:

STEVE RABAGO-

 My career is rather eclectic. It began in banking in 1974, then in 1983 I started a consulting firm that helped companies find financing to grow their business.  That business led me to running businesses and then either turning them back over to their owners.  I was elected to a school board in Calif from 1996 to 2000. In 2001 I started a location services company that was sold to Verizon.  In 2008 I started a loan accounting and payments company of which I remain the largest shareholder and a board member.  I have been on any non-profit boards and am currently the President of Arts Humanities Bainbridge and the Bainbridge Island Public Art Committee.   

SANDY VOIT: 

 I am not a member of NWSSA except via osmosis being married to Ellie Hochman. I do have a lot of board experience and have served as treasurer and chair of finance committees for several boards, primarily 21 years of service on the PCC (the largest food coop in the US, with 16 stores and annual sales of $400MM – I was board president for 4 of those years, and chaired the finance committee for 7 years; however I also have served on finance committee of other non-profit organizations and professional associations).

KEN BARNES- 

My career is rather eclectic. It began in banking in 1974, then in 1983 I started a consulting firm that helped companies find financing to grow their business.  That business led me to running businesses and then either turning them back over to their owners.  I was elected to a school board in Calif from 1996 to 2000. In 2001 I started a location services company that was sold to Verizon.  In 2008 I started a loan accounting and payments company of which I remain the largest shareholder and a board member.  I have been on any non-profit boards and am currently the President of Arts Humanities Bainbridge and the Bainbridge Island Public Art Committee.  

MICHAEL YAEMAN:

 My Background:  I have two degrees in geoscience from Stanford University and an MBA from Rice.  I worked for about 10 years in the international Petroleum Exploration business, followed by 20 years in management consulting at Accenture where I was a Strategy partner.  I have held many positions at the NWSSA, including treasurer.  

CYRA JANE HOBSON:

 I’ve been the Director of Pilgrim Firs since 2016, and have directed other large events with budgets upwards of $60,000. I was the bookkeeper for a property management firm and managed operations of a 57-unit apartment building with a $600,000 yearly income. I started a business and have worked as the grants manager for a large arts non-profit for over 3 years. This is my first Treasurer position.