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Minutes
Board of Directors
June 2-4, 2006
Lair of the Golden Bear
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Saturday, June 3
In attendance: Doug Adams, Steve Azevedo, Bill Beeson, Christina Brittain, Andrea Campos, Rick Chinn, Pam Chun, Debbie Cole, Linda Dempsay, Darek DeFreece, Katy Foulkes, Jim French, Cris Larson, Nancy McKinney, Rick McMichael, Alan Mendelson, Randy Parent, Dave Pearson, Jason Sherr, Melissa Holmes Snyder
Absent: Damon Connolly, Carlene Davis, Josh Fryday, Holly Lake, Steve Ramirez and Jack Van Zander
Incoming Directors: Jerry Miller, Justine Lazaro, Cloey Hewlett and Woodrow “Woody” Clark.
The meeting was called to order at 9:00 am by President Debbie Cole. SCAA representative Sarah Stone-Francisco from the School of Public Health was in attendance and introduced.
I. Update of Cal Discoveries and Membership ~ Mark Appel
1. May of 2006 was the highest revenue month ($424,000) for Membership ever at CAA. This came amidst a trend of declining membership in other associations around the country.
2. Cal Discoveries is expanding to accommodate the budgets and interests of a broader variety of constituents. The 2006 Travel Reception is Sunday, June 4 at Alumni House. The Bear Treks programs are 99% booked for this 2006.
II. California Magazine Update – Mark Appel
The magazine is the recipient of a Gold Medal from CASE (Council for Advancement and Support of Education). While more than three hundred articles were nominated, CAA received one of only five gold medals that were awarded.
Professor Dan Koshland has assumed the chairmanship for the fundraising effort, and has recruited his cousin Warren Hellman to join him. Kerry had a good meeting with alum Dick Goldman (Goldman School of Public Policy) and hopes to receive his support as well.
III. Break-Out Discussion Sessions
1. Affinity Groups:
During the roundtable discussions on Affinity Partnerships and Sponsorships at the Board meeting, there were a few prevalent themes that came through each session. In general, few expressed reservations about the program. While there was no clear consensus as to whether the CAA board shoulddraft a policy governing this particular activity, some suggested there would be no harm in one provided it was broad enough.
In that spirit, most expressed the desire to use existing staff program standards as a framework for a policy on CAA implementation of affinity partner and sponsorship programs, if such a policy should be needed. Board members also felt that we should continue to communicate and emphasize the diverse and unique benefits available across the spectrum of our alumni population, and that the board has an important role to play in this.
2. Volunteers:
The groups addressed two key areas (External Volunteer Relations and Internal Board Volunteerism and Ambassadorship). Externally, Board members commented on the need to be cognizant of the important role of California magazine in communicating volunteerism broadly (especially to non-email using alumni) and the need to continue to stress serving Cal as a context for volunteerism. Other external ideas included reaching out to emeritus Directors at Homecoming and using CAA volunteerism as a pipeline to other on-campus volunteer efforts. Members remarked that CAA should create bridges to SCAA directors and other campus organizations. Finally, staff should take care to make good use of volunteers’ time. We should seek to create a usable, robust volunteer database that plugs volunteers into meaningful work for both the volunteer and CAA.
Internally, the Board is enthusiastic about their role as ambassadors for CAA at events. To that end: Board would like to see staff use recognition opportunities at events to announce when a Board member is present (including as campers at the Lair), as much notice as possible from staff about ambassadorship opportunities and members would appreciate more personal approaches to ask them to volunteer (phone vs. email).
3. Diversity:
CAA has a moral imperative to address campus diversity concerns, primarily the under-enrollment of certain ethnic groups, because our mission is to support UC Berkeley, a public university. Additionally, with the changing demographics of our younger alumni and student populations, CAA needs to address the diversity of those who serve at CAA, because it's important to our long-term survival. (We are underrepresented among Asians in our membership base, yet 49% of the current student body is Asian.) CAA should engage alumni in support of students and provide volunteer opportunities for alumni of color.
CAA needs to address whether or not it wants to "diversify" all CAA programs or create a collection of programs that serve different markets and interests. (e.g., Do we focus on increasing diversity among the Lair staff or do we develop new programs like the Berkeley Conference of African Americans? What's the balance of effort in each area?) We also need to figure out how much of our focus is on supporting campus diversity issues and how much of our focus is on CAA's diversity issues and what is the intersection between the two. The groups brainstormed a list of possible ideas to address campus' and CAA's diversity concerns.
4. Life Member Fund:
CAA’s Board of Directors reviewed the purpose of the Life Member Fund (LMF) and how the funds could best be used to further the Association’s goals and objectives. Ideas ranged from funds for improving Alumni House, reserves for maintenance, scholarship fundraising, to creative concepts such as alumni retirement communities. In all cases, any such spending must adhere to specific criteria (such as being for one-time expenditures and demonstrate the benefit to the Association, its members, or the University) and must be approved by the Board.
The outcome from these sessions was a modification to the Board’s Policy Governance manual regarding the purpose, funding, and use of the Life Member funds.
M/S/A The approval of the April 2006 minutes (with one correction noted on page 3 under “Diversity Discussion”)
IV. Bylaws Issues:
M/S/A No change to Article III, section 6: “The voting power and privilege of holding office in this Corporation shall vest exclusively in Annual Members and Life Members.”
M/S/A To eliminate the first sentence and incorporate into the Policy Manual: “Portions of meetings, specifically identified by the President of the Board of Directors, shall be conducted pursuant to the provisions of Robert’s Rule of Order, a version of which shall be adopted and made available to members of the Board of Directors.”
Article VI, Sections 3, 4 and 5, regarding board nominations:
· Tabled until August meeting – Staff will go back and review best practices for other organizations and report back in August.
V. Student and Alumni Homecoming Presentation – Jason Simon
Presenters:
Wayne Hoang, Student Homecoming Chair, Caroline Nguyen Student Homecoming Public Relations Chair, Erin Proudfoot, Program Manager Alumni and Student Relations and Jason Simon, AED ASR
The presentation focused on the history of Student Homecoming at CAA and presented a new vision for 2006 going forward. Board members were given data on five year attendance trends. Student Homecoming Chair Wayne Hoang gave an overview of the week's events. Erin Proudfoot introduced the affinity group concept entitled “1868 Cal Avenue” for Saturday of Homecoming Weekend. The Board was enthusiastic in its support for the program's concept and delegated authority and responsibility to the staff and student homecoming team to execute.
M/S/A To approve and actively support Student Homecoming in time and energy outside of any budgetary constraint.
The meeting was adjourned at 3:40 pm.
Sunday, June 4, 2006
9:10 am: Meeting called to order by President Debbie Cole
· Dave Pearson: announcement for 3rd year class
* $24,852 in contributions. We almost have 100% participation by the 3rd year class.
· Doug Adams: Invitation for a party for the outgoing class at Katy’s House, TBD soon
· Debbie Cole: Board giving: the CAA Development staff and I have had numerous conversations about Board Giving, particularly about opportunities, participation, and the various abilities to give
Audit Report Update: Nancy McKinney
1. Copy included in packet.
2. Audit and finance committee reviewed the audit report. Contact Nancy or Monte if you have questions.
3. Highlights:
· MBNA
· SWAP agreement: locked into a fixed rate bond for the Lair
· Changed pension calculation by using a current mortality table. Required additional funding to the pension plan.
· Audit Result: clean and unqualified, with no carry-over issues
4. Comments from Auditors
· Formalization of anti-fraud program by end of 2006
· Reconciliation of balance sheet accounts: need better documentation from 3rd parties
· Account adjustments: journal entries are made without complete information and/or documentation, and then adjustments have to be made. This essentially doubles the work.
5. Recommendation: look at new audit firm— D&T significantly went over the proposed cost estimate of $75-80k. They will be 50 hours over.
· 3 main reasons: wrong trial balances; undocumented transactions; un-reconciled balance sheets
· Audit and finance committee will look into this as a topic
· Cris (VP Finance) and Randy (Executive Director) discussed these issues and will work to resolve them
Finance Report: Monte Meyers, AED, Finance and Administration
I. Final 2005 Operating Results
Revenue:
* Royalty and Membership were $(447)K and $(90)K less than plan, for reasons discussed in previous Board meetings – MBNA renegotiation and delay in the new membership campaign.
* Lair variance of $(51)K offset by expense variance of $98K. Overall, the Lair ended up better than budget.
Expenses: Most programs under budget, exceptions include:
* Unplanned net litigation costs of $75K.
* California magazine incurred an additional $90K in adjustments as a result of Year End closing of the books because the January 2006 issue went into the mail in last December of 2005.
II. 2006 Operating Plan-Final and 2006 Results
* Some final adjustments and review still needed, but the 2006 budget has been entered into the Accounting System.
* March results against budget show a favorable variance of about $90K.
* April and May results to be available in June, as the Accounting Department gets back on schedule.
* The Move to 2440 is on schedule, as CAA staff will be relocated to either Alumni House or to the new location in July. The overall cost of the move is higher than expected, as the cost of the furniture is coming in about $30K higher than previous estimates.
Policy Manual Discussion: Dave Pearson and Nancy McKinney
At our last meeting, Nancy and Dave were charged with editing and reformatting the policy manual. The new version is included in packet. Please send editing comments to Dave and/or Nancy by June 30, 2006.
M/S/A:
To provide the next set of Policy Manual gurus the authority to make non-substantive changes offline. Vote: Unanimous approval
Proposing 3 policies for approval today: LMF, Affinity Partners, Volunteerism:
1. Life Member Fund: suggested policy proposal adding section 4.4 on page 19 in the Executive Limitation Policies / Financial Responsibility section. (Dave Pearson)
4.4 Life Member Funds may be used for discrete projects and for financial support of new CAA initiatives only with Board approval.
4.4.1 Approvals will be reasonably granted based on business justification and an analysis of return on investment.
4.4.2 Adequate funds will remain in the Life Member Fund to support Lair bond covenant requirements.
Cris: wants Finance Committee to have authority to flush out details
2. Affinity Partner Policy
Affinity and royalty programs leverage the CAA brand to market third party
services and opportunities to CAA members while providing incremental
revenue in support of CAA programs.
CAA shall enter into such programs and services with partners after
appropriate due diligence and while ensuring that the programs and services
are, and continue to be, 1) unique, 2) of interest and value to CAA members
and 3) profitable.
* Recommend to add under the “Benefit” section (but policy manual gurus need to determine best place)
3. Volunteerism: Summary of thinking on volunteerism, for further consideration at the August board meeting. (Dave Pearson)
CAA recognizes the value of volunteers in accomplishing many aspects of CAA activities.
* CAA manages its volunteers to:
a) Ensure that volunteers feel their work is meaningful, and the work meets the volunteers’ expectations.
b) Provides volunteers the opportunity to succeed in terms of tools, materials, instructions, etc.
c) Ensures that volunteers are recognized for their contributions.
* CAA actively communicates volunteer opportunities to the general membership through various channels, including the California magazine, mail, email, web site and personal contact.
* CAA will tap into the wealth of knowledge and experience for previous leadership as appropriate to further CAA objectives.
Vice President Duties: VP wants Nominations OR Executive Performance Review Committee Chair duties to be removed, but wants to remain as chair of one of them. Both together are too much for one person.
· Suggestion: VP sits on both committees, but the committees are chaired by a Director who is appointed by President (from 3rd year board class)
· Nominating Committee proposal: Page 10 of Policy Manual under Board Self-management Policies
In appointing the Chair of the Nominating Committee, the President should look first to the 3rd year board class, but may choose any qualified board member.
* Duties to be changed for VP as well on page 5 change: “chair” to “member of”
Summary of proposed changes:
* pg. 5, item 2: change to: “serve on committee”
* pg. 10, item 1: replace with: “In appointing the Chair of the Nominating Committee, the President should look first to the 3rd year board class, but may choose any qualified board member.”
* pg 12, item 1: change to: “president should seek a board member with relevant experience”
M/S/A:
That the CAA Board Policy Manual revised June 4, 2006, as submitted to the Board prior to the meeting, be approved, with the following changes:
* Non-substantive editing and format changes
* Adoption of a life member fund provision:
4.4 Life Member Funds may be used for discrete projects and for financial support of new CAA initiatives only will Board approval.
4.4.1 Approvals will be reasonably granted based on business justification and an analysis of return on investment.
4.4.2 Adequate funds will remain in the Life Member Fund to support Lair bond covenant requirements.
* Adoption of an affinity/royalties provision:
Affinity and royalty programs leverage the CAA brand to market third party
services and opportunities to CAA members while providing incremental
revenue in support of CAA programs.
CAA shall enter into such programs and services with partners after
appropriate due diligence and while ensuring that the programs and services
are, and continue to be, 1) unique, 2) of interest and value to CAA members
and 3) profitable.
* Change to the nominating committee section for a 3rd year board member to chair the nominating committee:
In appointing the Chair of the Nominating Committee, the President should look first to the 3rd year board class, but may choose any qualified board member.
* Change to the Executive Performance Review Committee section for a qualified board member to chair the committee:
In appointing the Chair of the Executive Performance Review Committee, the President should look first to the 3rd year board class, but may choose any qualified board member.
* The Vice President role on page 5 be modified to show the VP as a member of, not the chair of, the Nominating Committee and the Executive Performance Review Committee.
Vote: Unanimous Approval
CLOSED SESSION
President Cole called a closed session @ 10:10 AM to discuss the Fact Finders Report
Meeting re-opened at 10:55 AM
On break until 11:00 AM
Meeting Reconvened at 11 am
Announcements:
Alumni Groups Meeting on June 24 from 5-6:30 pm at the Alumni House (Cindy Leung)
All board members are invited and encouraged to attend the Alumni Groups meeting
* What: Attend Reception with Alumni Group leaders
* Why: Opportunity to keep in touch with moral owners
* Sign-up: Cindy circulated a sign-up sheet
Alumni Regent Report submitted by Regent-Designate Jefferson Combs
Jefferson was unable to attend in person due to pre-scheduled professional commitments
* Recent meeting: May 16-18, 2006 at UCSF
* Additional information: Case Statement for the Support of Alumni Relations at the Regents level
Strategic Plan Discussion:
Current Strategic plan expires 6/30/07
Action Item:
Call for a vote to extend the current 2004-2007 strategic plan from June 30, 2007 to December 31, 2007 and adopt the following timeline for developing the 2008-2011 strategic plan.
August 2006-June 2007 Board develops strategic directions for 2008-11
June 2007 Board Meeting Board approves strategic directions for 2008-11
June 2007-October 2007 Management Team develops strategies for each strategic direction, along with developing high level 2008 Operating Plan (budget)
October 2007 Board Meeting Board approves 2008 operating plan
October 2007-December 2007 Staff develops tactics/implementation plan and detailed budget for 2008
January 2008 Strategic Plan 2008-2011 and 2008 Operating Plan go into effect
Vote: Unanimous approval
Committee Structure Discussion:
* President Debbie Cole will write the committee descriptions and include the estimated time commitment for each.
* Each board member will receive a request to submit his/her preferences by writing 1st, 2nd, or 3rd choice and submit that to President Debbie Cole before the August board meeting.
* Current committees: Audit, Finance, Nominations, Executive Performance Review, and Awards
Expectations for Strategic Plan work for the 2006-2007 board year:
* Set up sub-committees to review and discuss the directions
* Timeline will be distributed before the August board meeting
* This work will be done over course of this next board year 2006-2007
* Board needs to review the current mission statement, profile and standards on the current strategic plan document
* Board needs to agree on a model for the Strategic Plan. We need to agree on the philosophy, the statements, the writing style, etc. If no other ideas to improve the format are suggested by the August board meeting, we will continue with the current format.
* Board members should submit format and content suggestions prior to next board meeting, as should CAA staff, through Randy (Executive Director).
* The CAA Staff (Randy) will distribute to the Board, a complete condensed report of the progress made on the current Strategic Plan in advance of the August board meeting.
Board Year Calendar:
August 26 is the next board meeting for new Board Members
October 7: Homecoming
October 27-28: Board Meeting (BYE weekend)
January 19-20: Location TBD for Southern California.
Need to engage alumni, basketball games, etc.
March-April board meeting dates are not yet set. Will be planned around Charter Gala date.
Will send out a calendar of events for Board ambassadorship opportunities through the year
Expectation of BOD involvement in activities i.e. Charter Gala: (Darek)
* There is an increase cost to have this event. The board needs to decide if/how it’s going to support this event.
* We need a commitment by the Board to give to staff, that the Board will drive attendance and market this event
M/S/A:
The Directors on the CAA Board are committed to driving attendance and marketing Charter Gala.
Vote: Unanimous approval
Meeting Adjourned: 12:00 pm
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