The Meramec Regional Community Foundation
| Meeting minutes

Wednesday, October 6, 2010  

Call to order:
Russell Scheulen, Vice Chair, called the October 6, 2010 Meramec Regional Community Foundation (MRCF) meeting to order and opened with the Pledge of Allegiance at 10:11 a.m. Russell asked the board members to introduce themselves and give a brief background.

Members Present:
Wayne Morgan (Pulaski), Wayne Parry (Phelps), David Dittman (Dent), Jim Grebing (At-Large Member), Richard Cavender (At-Large Member MRPC Executive Director), Russell Scheulen (Osage), Gerry Ebker (Gasconade), Laura Antolak (At-Large Member), Leo Dickey (Washington) and Mardy Leathers (Crawford)

Members Absent:
Ray Schwartze (Maries)

Staff Present:
Bonnie Prigge, Connie Willman, Maria Kardon, Lucia Flaim and Lisa Warnke

Board Terms:
Laura Antolak reviewed the board structure and discussed the length of terms for each member. It was discussed that the terms for each individual will not be the same for the first three years, as first terms are staggered, per the bylaws. Laura explained that the terms lengths were randomly selected. Once a term is expired, that person can be elected for an additional term, but not to exceed three consecutive terms; Richard stated that the position of MRPC Executive Director is not the person but the position. Laura clarified that the MRCF board will select the appointments so that the board will be self sustaining or have ownership of the committee. The board members will not be selected by the county commissions.

Distribution and review of binders:
Each board member received a binder containing bylaws, foundation information, and other information pertinent to MRCF. Luci and Maria gave a brief description on materials placed in the binder and told the members that the contact information section has the length of term and contact information of each board member.

Bylaws Review and Notices of Addendum:
Laura Antolak asked the board members to review the bylaws and propose any changes or additions. An addendum to Article IV, Section 1 was added to clarify the process to elect officers was presented and served as official notification to the board. A second addendum to Article V, Section 3 was also proposed to add language establishing an annual meeting. No such language was currently in the bylaws.

Additional changes were recommended for the following items:

• Amended Article IV, Section 11: Strike out “ to borrowers” and add “of” before “records shall be handled as directed by the state or federal laws and regulations of the appropriate funding agency ”
• Article III, Section 2: Change “ No affiliate director shall serve no more than two (2) complete, consecutive two (2) year terms.” To read “ No affiliate director shall serve for more than two (2) complete, consecutive two (2) year terms.”

Board action will take place at the next meeting.

Election of Officers:

Laura explained to the members that at the initial meeting in May the three board members elected officers – with Laura serving as chair, Russell Scheulen as vice chair, and Richard Cavender as secretary and treasurer. Laura said that now that the full board is in place, officers need to be elected.

Laura opened the floor for any volunteers who are interested in serving as an officer for the organization. Maria Kardon stated that according to the bylaws the Secretary and Treasurer positions will be held by two different board members. Mardy Leathers asked the current officers if they would be interested in continuing to serve. The officers confirmed that they would be willing to serve in the same capacity. It was suggested to leave Richard as the treasurer for the committee and open the position of secretary for nomination.

Leo Dickey made a motion to leave the current officers in place, with the exception of opening the position of secretary for nomination. Jim Grebing seconded the motion. Motion passed.

Richard Cavender made a motion to nominate Mardy Leathers as Secretary. Jim Grebing seconded the notion. Motion passed.

Officers will be as follows:

• Laura Antolak – Chair
• Russell Scheulen – Vice Chair
• Richard Cavender – Treasurer
• Mardy Leathers - Secretary

Select date, time, and frequency for meetings:

The board chose to establish a regular meeting date, time and frequency for meetings. Meetings will be held monthly unless they are deemed unnecessary, and may eventually be held quarterly.

Wayne Parry made a motion to hold the MRCF board meetings on the first Wednesday of the month. Mardy Leathers seconded the motion. Motion passed. (Later in the meeting, it was decided that sub-committees would meet at 9:30 a.m., followed by the full board meeting at 10:00 a.m.

Discuss need for and establish committees, type and structure:
The board discussed the creation of foundation sub-committees that may include but are not limited to: Grant-Making Committee, Marketing Committee, and Board Development Committee.

Grant Making Committee – the duties of this sub-committee are:

• Research the types of grants the board may want to make and present to the board.
• Establish criteria for grant submission and present to the board.
• Review all grant applications and recommend those selected to the board.

Outreach Committee – the purpose of this sub-committee is to market the organization. Duties included will be:

• Determine how the public can contribute;
• Fund raising; and
• Create promotional materials.

This would be a good committee to involve all the people that were originally suggested to serve on the MRCF board that are interested in helping in this venture.

Board Development Committee – the purpose of this sub-committee is to provide recommendations for the bylaws, fill vacancy for board members, and recommend training sessions for the board. The board recommended that this committee would only consist of MRCF board members.

The board discussed that the sub-committees could meet at 9:30 a.m. on the first Wednesday of the month with the board meeting at 10:00 a.m.

Mardy Leathers made a motion that three sub-committees should be formed at this time, with those sub-committees being:

• Grant Making Committee
• Outreach Committee
• Board Development Committee

Jim Grebing seconded the motion. Motion passed.

The board suggested that a survey should be created and sent to the MRPC board members to find out if and where they would be interested in serving. MRPC staff will create and distribute this survey.

Marketing Strategy:
The board discussed the possible marketing strategies and the designing of the Meramec Regional Community Foundation logo for letterhead and other marketing materials.

Bonnie Prigge provided samples of possible logos using CFO’s logo and incorporating it into the new MRCF logo. Bonnie informed the board that she has sent the preliminary logo to CFO for their approval.

The board discussed incorporating other aspects into the logo including:

• Using the Meramec Region outline
• Putting in a descriptive phrase such as: “Serving the counties of Crawford, Dent, Gasconade, Maries, Osage, Phelps, Pulaski and Washington”; or “Building a Better Tomorrow”; or “Working for a Better Future”; or “Developing a Legacy for the Meramec Region”

The board discussed how they want to inform the region about MRCF. Members were asked to give a list of names to the MRPC staff so they can start making contacts with professionals in the region.

The board decided that it was important to start making contacts with the other CFO Affiliates that are in the region to establish a good relationship with them and determine how the groups can work together to improve the entire region. The objective of MRCF is to benefit the whole region, not compete with existing foundations.

It was decided to start visiting with the other CFO affiliates within the region, and then go to the region’s school superintendents and other groups that are interested in being an agency partner. MRCF board prioritized the need to meet with all attorneys, estate planners, and C.P.A.s in the region first to let them know about this opportunity for philanthropy, so they can make their clients aware. Staff will get a listing of current groups who would be of assistance. Staff will contact CFO to determine when they can meet with the professionals, estate planners, C.P.A.s, attorneys and board members in mid-November during the week of the 15 th. Staff will get the survey out as soon as possible as contacts need to be made prior to mid-November.

A brochure will be completed as soon as possible. Luci said that CFO has an affiliate template for a fee of approximately $200 that could be used.

Staff report on meeting with Community Foundation of the Ozarks and networking:
Staff attended training at CFO headquarters in Springfield, MO on August 20, 2010. Staff also attended the Crawford County Foundation meeting recently to represent MRCF. Staff encouraged the board to attend the upcoming Annual Youth Empowerment meeting that will be held October 14, 2010 at Drury University.

Comments for the Good of the Order:

• Staff emphasized that the purpose of the board at this point is going to be outreaching to the community and to support and build up the organization.
• The committee suggested that it would be helpful to have a broad overview of the financials flow chart and snapshot of the region with the affiliate’s boundaries. Staff will provide at the next meeting.
• There are several ways to make charitable donations, including donor-advised funds, field of interest funds or unrestricted funds.
• Laura stated that it would be helpful to have a concise, consistent message to take to others who might be interested as well as a brochure.
• Maria informed the board that the MRPC staff is going to be a part of the Legacy Society. Maria will provide the information on the Legacy Society at the next board meeting.

Approval of the May 28, 2010 meeting minutes:
Laura Antolak made a motion to approve the minutes from May 28, 2010 MRCF initial teleconference meeting as presented. Russell Scheulen seconded the motion. Motion passed.

Adjournment:
Mardy Leathers made a motion to adjourn the October 6, 2010 MRCF meeting at 12:03 p.m. David Dittman seconded the motion. Motion passed.

Approved by the board ____________________, 2010

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Laura Antolak, Chair

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Attested by Secretary or other MRCF Officer