CONNECTICUT RIVER WATERSHED COUNCIL, INC.
MINUTES
Board of Trustees Annual Meeting
Friday November 15, 2013
12:00 – 3:30
15 Bank Row
Greenfield, MA
ATTENDING: Trustees: Jim Okun, John Sinton, Lora Wondolowski, Hooker Talcott, Brewster Sturtevant, Robert Moore, Liz Austin.
Guests: Cori Packer, Melody Foti, Joe Wolcowicz
Staff: Andrew Fisk, Angela Mrozinski, Alan Morgan, Phil Girton
Absent: Rob Costello, Caprice Shaw, Raul deBrigard, Tim Keeney, Astrid Hanzalek (Honorary)
WELCOME AND INTRODUCTIONS
Board members introduced themselves and welcomed our two guests, Melody Foti and Cori Packer, who were attending in consideration of joining the Board.
ADOPTION OF MAY & JULY MINUTES
MOTION: To approve the May & July meeting minutes with the change of Liz Austin’s attendance status at the May meeting.
· Move to accept May minutes: John 2nd Brewster, motion passed.
· Move to accept July minutes: Brewster 2nd Hooker, motion passed w/ Bob abstaining.
ELECTION OF TRUSTEE
MOTION: To re-elect Raul deBrigard to a three year to the Board of Trustees
· Move: Hooker Talcott 2nd Bob Moore, motion passed.
AUDIT & IRS FORM 990
Joe Wolcowicz, the auditor, presented both the draft financial statements and the IRS Form 990 for the Board’s consideration. He noted that there were some changes made to the drafts from the version in the board packet that did not affect the bottom line, but added some additional information and modified the cost allocations to accurately reflect the amount expended in administration, program, and fundraising. There was discussion by the Board members about how cost allocation is to be appropriately undertaken. The auditor noted that this year there was use of timesheets by all staff which resolved last year’s finding. Board members had several questions regarding how certain assets and liabilities were presented throughout the report and inquired of the auditor whether there were any issues with the organization’s finances or financial controls. The auditor said everything looked fine and the organization was in stronger financial shape this year than last.
Andy briefly reviewed the IRS Form 990 to note the sections on board governance and that the Council has all required policies in place. He described the information in Schedules C & D for the Board noting the basis for the information presented on the Council’s lobbying and land conservation work.
It was agreed that the Form 990 should be reviewed again once the final cost allocations are determined, so the auditor will file and automatic extension for 90 days for the submission of the 990.
MOTION: To adopt the annual financial statements with the changes identified at the meeting and to be incorporated into a final draft by the auditor. Form 990 will be reviewed by the finance committee for approval at a later date.
· Move: John Sinton 2nd Bob Moore, motion passed.
FINANCE & DEVELOPMENT REPORT
Andy presented the financial reports and the Board had some brief discussion on them.
MOTION: To authorize Ledyard National Bank to be our investment manager for our endowment portfolio for the coming year.
· Move: Brewster Sturtevant 2nd Lora Wondolowski, motion passed.
There was some brief discussion on the grants and development report with Andy discussing Dana’s report with focus on the development team’s activities over the last six months.
FISCAL SPONSORSHIP POLICY
Andy presented the policy and noted that this was the second reading by the Board and that the Finance committee had reviewed it at their October meeting and made several changes. Following some discussion about the extent of our fiscal sponsorship program, including reiterating that we should approach all project or group sponsorships with caution, the Board reviewed the policy & advises Rob review it and the related contract, send it to the executive committee for review and final approval at the next meeting.
BOARD DISCUSSION – Source to Sea Cleanup and Recreation
Andy and Angie presented a brief overview of this year’s Source to Sea and the Board discussed what they saw and learned from their visits to groups. There was a good discussion about how the event worked and what the Board members took from their participation. Liz Austin and Bob Moore noted that we should focus on presenting groups with guidelines and tools for collecting sharps.
In consideration of time the recreation discussion was postponed to the February meeting.
PROGRAM UPDATE – Water Quality Monitoring & Hydropower Relicensing
Given time limitations Andy briefly presented the status of the water quality monitoring program by showing the connecticutriver.us website. He noted that the site has doubled in scope to include more sites in Vermont and new locations in Connecticut monitored by the Farmington River Watershed Association.
LCP REPORT
There was no discussion on this item.
BOARD FUNDRAISING
Andy presented the upcoming development work including the December 12th Valley Gives day. He presented the website and described this year’s goals and how the event is designed to build nonprofit capacity for on-line fundraising. Angie described our participation in last year’s event.
Andy thanked the Board members for their very significant help this year in many different areas of fund raising and development and noted we are as usual shooting for 100% board participation for the annual fund. Andy noted that we will be developing strategies for using board donations as part of the Valley Gives campaign.
Several board members were curious to get information about how their work to personalize campaigns makes a difference in terms of giving numbers. They appreciated that they were doing more work than in prior years to help with development and were optimistic that this would pay off. Andy indicated they would be tracking this information and would report back.
Prepared by: Angela Mrozinski & Andrew Fisk
Draft – submitted for Board review and consideration