Present: Shaye, Erik, Chris, Art, Dean, Bob, Sarah, Anne

May Board Meeting

05.20.14

Present: Shaye, Erik, Chris, Art, Dean, Bob, Sarah, Anne,

Staff: Becky, Candace, Stephanie, Kelly,

Interns: 2

Call to Order: 5:35 PM

Board meeting begins with introduction of new board member, Anne Helmers. Anne is originally from Canada and has been in Kentucky for 20 years now. She just got back from a year around the world. Her background is in early childhood education and she and her family are downtown advocates. Welcome Anne!

Current board members introduces themselves.

Board looks over April minutes. Amendment to attendance. Sarah, Erik, Lisa, Shaye, Lori, Rebecca, Deener, Bob, and Dean were present.

Laurie should be spelled as Lori.

Erik moves for approval of minutes with amendment of attendance and change in spelling of Lori's name.

Board approves minutes.

Stephanie begins with an overview of the decision to use a portion of interest from the endowment to help with cash flow situation. Coming out of the 20 and Luminosity, it became very obvious that it was becoming difficult to make sure we had enough cash on hand to pay bills. There was going to be a cash flow shortage so recommendation was made to EC to withdraw portion of interest from endowment to re-establish cushion just so we could have a break. Stephanie was basically on the phone daily with Lisa to make sure there was enough to operate securely but in reality, that is not a secure way to go about operations. The Board approved the recommendation. LAL needed a cushion from the loss of 20 and Luminosity, which had put the organization in a critical situation with cash flow. Next charge that finance has is to put debt service plan together. There will be attention put on restoring that money back into the endowment. Over the weekend, Art agreed to join the finance committee. We're looking at things like risk management, different debt service pieces and restoration of endowment. There will be opportunities to regain some of the ground we lost but it's not going to be a quick turnaround. We do need a plan. The hope is that over the next month, the finance committee will be able to sit down and articulate a clear plan going forward.

The endowment currently sits at 150K.

Questions from floor about the source of the endowment.

Dean – The endowment was established in 2007 through a substantial fundraising campaign to provide stability. It was not meant to pay for operations. Designated specifically for providing support for the organizations future. Not sure at this time if there should be cabinet for endowment or if it should rest with finance committee as to what that money is used for.

Stephanie will be visiting some donors to ask for some end of year contributions. These donors usually contribute but there will just be a more proactive effort this year. Will regain some but not all of the debt. Stephanie emphasizes that deficit not always bad when leading to something better for the organization. She had a follow up meeting with Jim Clark and at the end of the meeting, he was very pleased with where LAL was going. They see we're investing in our own growth and they support that.

Now that there is a cushion in place, LAL has been sustaining itself very well. Stephanie says that she hasn't had to pull from the Fifth Third account at all which sits to the side usually. The cushion is restored and the expenses for the rest of the year are pretty low.

The CSA concert will produce some revenue. That will be cash coming back in. The membership campaign at the board level also seems to be having a good return.

Erik adds that the board is looking for someone to help continue build up finance. In addition, Erik himself needs to get addresses in and encourages everyone else who hasn't done that to do so.

Stephanie thanks board members who are constantly present. She comments that the board is returning to being a place where board members feel involved and want to participate individually. For long time it seemed as though we hadn’t found a way within the Governance model to provide enough work for board members to really dig in and do. The board is now going back to focusing on solid development functions and bringing people to events. It has made a huge difference. Thank you board members.

There have been over $500 in new membership from the membership campaign at the board level. Those people will start engaging in conversation through newsletters and LAL will start seeing them at events. Stephanie will have a spreadsheet of those who have contributed and those who haven't so that there can be follow up and the type of follow up is dependent on whatever each board member is most comfortable with doing.

Stephanie – Got to $1700+ dollars. Match up to $3000. So we'll get around $3000+ dollars. It was nice to have an artist send a donation through the Facebook campaign. This shows that people are believing in our work and see the investment we give to artists in community. This is one piece of the bigger puzzle of pulling people in and understanding the value of contributing.

Erik comments that there were some technical issues.

Stephanie has a whole list of donations made that she can send out. She also notes that the boosted post reached over 10,000 people so boosted posts come in handy at times.

Stephanie begins a development update.

Refer to FY15 Operations chart. There are new board driven initiatives on the development side. The organization want to show how it is really investing in the community on the north side of Lexington. There will be a focus on numbers and impact. Three campaigns have been designed where each point of focus will have a board member leading it which will include, Education/Outreach, Endowment & Expanded Programming. There will also be a draft of the FY15 budget that will be presented at the June board meeting after being presented at EC. Parts of the budget will look to incentivizing campaigns and making them something everyone can work on collectively.

First, the Everyone campaign will start at the Art Camps. There will be a focus on the students and the fact that the camps are free because of everyone's investment in LAL. The person chairing the campaign work will work with Stephanie and Shaye and this will feed into the annual fund at the end of the year.

The second section focuses on artists and continuing the work of the organization into the future with the Endowment piece of the campaign. There will be banners put up around Woodland Art Fair with pictures of artists that have directly benefitted from LAL programs. LAL helped artists in very specific ways so some of them will be asked to be apart of art for everyone. This is taking the work down to the human level—beginning the conversation around people.

This is a way to connect with the community in a different way. There will be artist mailing. LAL believes in supporting you as an artist. Please support us in order to support you. Please support at the basic level.

In addition, there will be expanded programming to include CSA Shareholders which will help pull people together.

This is all under the Art for Everyone umbrella and it is a continual engine that will start soon with summer camp. This focuses just on the annual fund.

Chris asks if there is any programming at Arlington since programming was done there all of last year.

Becky responds that there is no upcoming programming. Kids are going to the Castlewood camps and Common Good Year Long Program. There is a program in Douglas Park for a weekend but there is nothing in Arlington over the summer.

Stephanie continues by pointing out the institutional funding pieces (green arrows) on the FY15 chart. There will be an annual program for CSA shareholders so that LAL is more intentional about engagement with shareholders throughout the year. Kelly will oversee this engagement.

Kelly gives a corporate sponsorship update. There are only got 2 merit awards and 1 major award left out of 13 total so 10/13 awards have been taken care of. $1000 Award of Excellence is still left so let Kelly know if you know anyone who would be interested. Our lead sponsors are Pepsi, Don Jacobs, Good Foods, Chip Crawford, There are some other lead prospects.

Art - is there a reception for larger individual donors?

Stephanie – American Founders Bank has been the the artist sponsor for the fair and we are reinitiating that contract. They usually put up large tent where there is a full bar and food. Major donors are invited to the tent so it becomes a large reception of sorts. Next year is the 40th anniversary so there is talk about having something larger in the evening. The issue is that artists are tired by that time. There is also an awards breakfast in the morning which is catered. Sponsors present awards directly to artists during the breakfast.

Art comments that he was wondering about doing reception in general as an organization instead of just for the fair—something to think about for the future.

Additional question from board about being a lead sponsor.

Kelly answers that a contribution of $3000 is needed to be a lead sponsor. This includes a 10 x 10 booth with table and chairs, names on all posters, banners, ALL promo material, Facebook posts, press releases, space on website about sponsor, etc. In addition the value of reach is about 40,000-60,000 people for a both.

The Woodland Art Fair is August 16th-17th.

Stephanie draws attention to the website's function as a place to get information on upcoming events, which can be accessed on the home page. In addition, the calendar is planned all the way through next June on the FY15 Operations Chart. Once the administrative assistant joins staff, the board login will also be up and running again.

Dean beings a governance update. There are some huge changes being made to by-laws. There is some arbitrary provision about the annual meeting. Is there a reason for annual meeting?

Erik thinks no because annual meeting usually consist of board members and one or two members. However, changing the by-laws must be done at the annual meeting.

Art- Any ramifications to going one way to another?

Dean – Usually, members elect directors and director elects the officers. If we want to appeal to membership and grow that, we could continue to annual meeting but we have never really had members attend the annual meeting. Members don't join to govern the organization. There is also isn't any member who immediately comes to mind as being super invested.

Shaye suggests that the people who are really interested should just be on the board.

Dean adds that there are plenty of board slots. He also notes that there are actually 20 board slots instead of 21 but that can be amended. Does anybody have a problem with having 21 board members?

Right now, membership has to approve by-law revision.

Dean will send out minor red lines to the board and give board some time to comment before having the staff send out a version to member before the next meeting.

Sarah inquires whether the terms for being a board member are outlined in the by-laws.

Dean answers that the governance cabinet usually conducts an annual self-review so he is weary of outlining specific terms because who knows what will change.

Erik adds that getting rid of the provision of annual meeting would mean bylaws don't have to be approved or altered only on an annual basis.

Dean asks about by-law which states that any director that does not attend majority may be asked to resign.

Erik wonders if there isn't already a provision that states a person can be expelled by majority vote.

Dean – What's not in there that ought to be?

Erik – Generally before we take something to annual meeting, there is a discussion with the board to make sure it's ok to be presented... So are we ok with the thought that is is the last annual meeting.

Erik makes a motion that board recommending changes to by laws being sent out in advance of annual meeting to passage by full membership.

Motion on floor by art

Second by bob

Motion is approved.

Dean moves on to the date of the annual meeting which is usually the June board meeting. It is decided the annual meeting will occur at the same time as the regularly scheduled board meeting on June 17th at 5:30 PM.

Erik will send out leadership evaluation and Stephanie's self evaluation tonight. Erik will compile report for next board meeting. Public portion will be adjourned before board meeting begins for that.

Dean brings up topic officers. If anyone is interested in being an officer, talk to Erik or Dean.

Erik adds that the ideal is an election for every position. The way by-laws stand is that the President and Vice President is voted on and with the exception of the governance chair, the other chairs are appointed by the President.

Dean corrects that the secretary and treasurer s actually voted on and the cabinet chairs are appointed. The cabinet chairs are finance, development, and governance.

Erik adds that for the past year, the past president has been the governance chair. Erik brings up the fact that he may be going to Indianapolis at the end of the fiscal year. His hope is that he can be a remote board member but a co-chair is needed on governance who would be on the ground to continue with board operations such as meeting new board members. If anyone is interested, let him know.

Bob asks if there is a nominating committee for these kinds of problems.

Dean states this it falls under governance. In addition, there used to be a clause which asked everyone on the board to serve on cabinets. He is considering renewing that request. Some members could help us more by focusing on more than one area rather than participating as board members. This will be discussed more at EC.