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BOARD OF DIRECTORS MEETING
Baltimore Hilton Hotel
Mencken Room
November 11-12, 2014
DRAFT Minutes
Board members present: Susan Dulong Langley, George Betts, Michael Matthews, Michelle
Swain, Keri Guilbault, James L. Moore, III., Catherine Little, Kimberley Chandler, Dina Brulles,
Jonathan Plucker, Joy Lawson Davis, Paula Olszewski-Kubilius, Tracy L. Cross, Brian
Housand, Keri Guilbault.
NAGC staff present: Andrew Bassett, Jane Clarenbach, Nancy Green, Becky Mehringer
Tuesday, November 11, 2014 – Day 1
CALL TO ORDER
President Tracy L. Cross called the meeting to order at (4:25 PM)
2. Approval of Minutes
2.1 September 2014 Board of Directors Meeting Minutes
Motion to approve the minutes as written: Paula Olszewski-Kubilius
Second: Catherine Little
No changes
Vote: All Approved
3. Approval of Agenda
Motion to approve the agenda as written: Michael Matthews
Second: Michelle Swain
No changes
Vote: All approved
4. President’s Report
4.1 September Retreat Follow-up
4.1a Leadership Initiatives
Motion to approve Leadership Initiatives as drafted: Susan Dulong Langley
Second: Keri Guilbault
Vote: All approved
4.1b NAGC Opportunity Statement
This handout was created at the strategic planning meeting at the September retreat in order to
understand the shifts happening both in education and associations and how NAGC can learn
from and work with these changes.
Catherine asked about the “Audience of audiences” text and it was decided we need to clarify
the piece about audiences in the bubble compared to the text. The piece in the graphic needs
to be updated to better reflect the text.
This document has already been used and was discussed during Paula and Tracy’s October
NAGC Webinar. The document is meant to frame the big picture and could be referred when
making future decisions.
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4.2 Executive Director Transition
Tracy, George, and Paula interviewed 3 different professional search groups and recommended
Association Strategies, Inc. Financially, the cost of the search will be offset by not having to pay
the Executive Director salary over the search period. They discussed how the association will
operate without an Executive Director and without disruption. They checked with the
association’s attorney to make sure that the association’s responsibilities and liabilities would be
covered during the transition. A description of what was decided can be found in handout
“Board Resolutions Relating to Executive Director Oversight.” They decided Jane Clarenbach
would be an appropriate person to call on in the interim as Acting Executive Director and she
cautiously accepted. However, all 4 directors will work together to run every day operations. The
responsibility of the Board in the main office is defined in the document. Catherine’s role is very
clear in terms of the financial governance. Tracy will consult with the national office by phone
weekly or bi-weekly for support.
Questions from the Board:
 Should a timeline be included in this? The resolution states that the time period will be as
long as it takes to complete the search.
 Is there any additional compensation for Jane taking on this role? In addition to Jane, the
other 3 directors are being asked to step up as well and take on additional responsibilities.
This could be done as a bonus once the new person is hired. It would be good to at least
compensate Jane since she is taking on a new title and biggest change in responsibility.
However, the main part of the role is with external contact, which she is comfortable with.
 Who would perform staff salary increases and evaluation? Jane would not be doing any
evaluations in the interim; these issues will wait for the new Executive Director.
 Is there an understanding Jane will not want to apply for the open position of Executive
Director? Nancy said that so far she has not expressed any interest in the position, so she
does not believe that is a concern. But if that were to change, she is still allowed to apply.
Motion to approve “Board Resolutions Relating to the Executive Director Oversight”
including the following amendments: Michelle Swain
* Amendments:
- Include the names and titles of the directors in the document for clarification.
- Change “being all” to “representing” in the first sentence. Minutes will reflect that all
board members have approved it as amended with Tracy’s and Catherine’s signatures
representing the entire board.
- Remuneration language should be added, per agreement of all Board members.
Second: James Moore
Vote: All approved
Search committee:
Paula as Chair and George Betts as Vice-Chair and all committee members were carefully
selected. The search committee members include: Wendy Behrens, Crystal Bonds, J.J.
Colburn, Tarek Grantham, Mary Sue Himpler, Tracy Inman, Sally Krisel, and Wayne Lord. They
have held an initial phone conference with the firm to go over the rules, confidentiality, timeline,
and process involved. First step in the process was to gather information from the stakeholders,
which included 100 people. The search firm will inform the organization and search committee
on what the survey reveals regarding what needs to be considered for potential candidates and
NAGC priorities going forward. The firm will also build the position description based on the
results of the survey and meeting with the search committee. Most likely the position will be
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circulated in January. The search firm will do all the vetting of candidates. By March, the
committee should have narrowed it down to a few candidates with will include two rounds of
interviews: 5 for the first round, and 2-3 for the second round. This will probably be held right
after the March 2015 Board meeting.
6. NCSSS Update Agenda order adjusted to accommodate time for guests)
Guests: Todd Mann, Executive Director and Crystal Bonds, President
Todd discussed the partnership between NAGC and NCSSS. He wants to make sure
conversations continue because we are just at the beginning of discovering ways we can be
involved together. As part of an overall evaluation, NCSSS took time to evaluate who they are,
what are they doing, and who their members are. They surveyed members last spring to gather
more detailed information about their members and the schools. Next plans for growth:
Partnering with organizations that can provide benefits to members and vice versa. Crystal
described growth of the organization in the past 4 years. They have been going to Capitol Hill
to discuss the state of STEM with Congress. Also have discussed what can be done to close
the achievement gap.
Questions from the Board:
 Where is the partnership between NAGC and NCSSS going? The conferences have been a
good process. Crystal also thinks the boards should have meeting conference calls in
between the conventions to continue conversation. Paula also suggested a liaison between
the two boards and organizations.
 Can we get a sense of the number of attendees from each organization that attend each
others’ convention sessions? Nancy thinks there is a cross pollination between the STEM
Network, which we will see more at this convention, but we do not have a way to capture
this information.
 Jonathan: What is the biggest challenge NCSSS faces as an organization? Todd said one of
the challenges is growing their budget. There are a lot of programs they want to grow and
are confined by their budget. Nancy mentioned the issue of research and being able to
collaborate on this piece, which will be discussed more at tomorrow’s meeting.
 NCSSS is starting to get applications from the middle school level in order to prepare for
STEM focused high school, which could then be translated eventually down to the
elementary school level. Middle schools are given associate memberships, as well as
foundations. As of now, membership is based on institution, not individual memberships.
 Paula: Does NAGC make more money with NCSS partnering with us for convention? And
will this be a hit to our budget if they don’t continue? We give them a $10,000 stipend; any
additional NCSSS registration revenue would be profit for NAGC. No harm to our budget if
they don’t continue to continue to partner with us on conventions.
5. Approval of the Consent Agenda
Items to pull and move to new business:
- Michelle: CAEP Report (5.2.1)
- Paula: Diversity and Equity Committee Report (5.1.1)
Motion to approve the remaining items as presented as part of the consent agenda:
Jonathan Plucker
Second: Joy Lawson Davis
No further discussion
Vote: All approved
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7. Governance Report
The committee had a conference call in October to go through the processes of how the
Governance Committee works, and also took some time to determine a timeline for pending
tasks. The committee looked at the emerging themes from the September retreat and solicited
volunteers to help shepherd position papers. Susan created a Google site to streamline
everything for the Governance Committee including a status update grid, Google documents for
upcoming position papers, and a calendar of events and meetings are also on the site. Susan
also discussed the progress of position statements.
Motion to retire the Growth in Achievement position statement, as supplanted by the
Accountability position statement: Michelle Swain
Second: Keri Guilbault
No further discussion
Vote: All approved
8. Executive Director Report
Andy will be coming in to discuss more convention numbers but we are over 2,000 attendees.
We are looking into Charlotte, NC as the next convention in 2017 and Robin will be working to
finalize a contract right before or after the holidays.
E-books have not been extensively promoted but there is a lot of potential there for increased
sales.
We are implementing premium affiliate membership: Distinguishes between the two types of
customers, basic and those wanting to use NAGC offerings (e.g. webinars) to increase the
value of a state association membership.
Education committee modules will not be a part of the course on Common Core.
Very few non-members participate in the webinar series ($29 charge for non-members)
Wednesday, November 12, 2014 – Day 2
The Board reconvened at 1:30 pm.
9. Past President’s Report
Paula reviewed the information in her report and referenced the elections timeline and open
positions for next year’s Board.
This past year was the first with a more inclusive process of stakeholders and vetting of
candidates. It went well, and we will continue in this way with two changes: (a) making the
application process even clearer regarding the requirements for running and the criteria on
which candidates will be evaluated and (b) that formatting the application process so that
applicants include all the relevant information and the components related to the rubric will be
easy to spot for the committee as they review sometimes voluminous materials. 2015 openings
include president-elect, two at-large members, state representative, and parent representative
(as Keri is serving out one year as an appointee in Susan’s place from when she was elected
governance secretary).
Paula is working on two position statements, and is also interested in working with James on the
poverty position statement.
10. Financial Report
10.2 Investments update
Guest: Joe Syron, Investment Advisor, Orion Investment Advisors
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Quarterly review handout and a snapshot of the portfolio were presented. Markets were down
this quarter. They have been seeing high single digit returns. How the Federal Reserve is
changing behavior will not change investments in the short run. 3 funds: intermediate, long term,
and operating. Operating fund goes up and down depending on the time of the year. The snapshot in time is down about $300,000 but we’re doing ok. NAGC has about 9-10 months of
reserves. Organizations like ours are advised to keep anywhere from 6-12 months in reserves,
so we are in good standing.
10.1 Audit Report
Guest: Bill Abel, Auditor, Flynn, Abell & Associates, LLC
Fiscal year ended on August 31. The amount of cash on hand jumped between August 31 and
September 30 due to Baltimore registrations; the handout looks at a slightly different period of
time. Based on the audit and materials, no material adjustments to NAGC’s financial processes
are necessary. The Board received a letter about internal control, a management letter, and
financial statements and auditor report. The federal 990 form is complete and ready to file.
There was a net deficit of about $35,000 noting that the deficit includes the positive returns from
investments. Without the investments, the deficit is about $200,000. The Board needs to
consider sustainability over time. It’s very important in a period of transition like NAGC is going
through, that everyone should pay a little more attention.
Motion to accept the audit and 990: Paula Olszewski-Kubilius
Second: Michelle Swain
Vote: All approved
10.3 Budget Update
Andrew Bassett presented information on the NAGC Budget. The budget for this convention
was 2230 attendees and there may be a shortfall of 100 registrations or fewer depending on
onsite registrations, which is really good news compared to last year. Highlighted numbers are
the local area – over 400 from Maryland and over 300 from Virginia. This does not include
Parent Day, for which we have about 80 attendees registered. Handout with the table shows
budgeted compared to actual numbers, but these numbers are already changing. The Board
approved a deficit budget and we shouldn’t be much past that projected deficit. The third
handout is a year-to-date review, with only 2 months into the new fiscal year. NAGC ended the
2013-2014 fiscal year with a shortfall of $181,000 ($35,000 below the budgeted level). This is
good news since we were about 300 registrations down for convention revenue. This year, we
budgeted for, and approved in March 2014, a shortfall of $193,000 and we will probably end up
close to that. James Moore asked about the NCSSS partnership and knowing about next year’s
convention partnership for the budget.
11. Publications Report
Guests: Carolyn Callahan, Association Editor and Del Siegle, GCQ Editor
11.1 GCQ Report
The journal is healthy and the last volume came out on time. Sixty more pages were published
in the last volume than the previous volume using more of the allocated pages for articles. The
Board approved an obituary policy at a previous meeting that has already gone into effect. The
editors have asked Ann Robinson for some potential guidelines for information to include in an
“in memoriam” column, which can be brought to the Board if more structure is needed. The next
special issue coming out is the meta-analysis Issue (Scheduled for fall 2015). The advisory
board will be meeting during convention to discuss other ideas for special issues. 63
manuscripts were submitted last year with 40% accepted, which is a fairly high number. The
talent development model of supporting authors in developing promising manuscripts is
reflected in the 40%, but this requires a lot of work. Authors do not always react well in this
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process because the average manuscript goes through 3-4 revisions, which takes time and
changes. A recommendation was made to retain the same reviewers through each draft to
avoid potential cross-recommendations by completely new reviewers at later stages of
manuscript review and preparations.
11.2 Teaching for High Potential
Jeff Danielian has a lot of columnists leaving in the fall of 2018, so Carolyn will suggest
staggering turnover so there is not a completely new group when that happens. The GCQ coeditors will contact Jeff about the possibility of renewing “bridging” of content between issues of
GCQ and THP.
11.3 Parenting for High Potential
Has been doing really well and coming out regularly. Carolyn will meet with the Networks to get
ideas for NAGC Select book topics and ideas for THP and PHP in an attempt to use the
Networks as a resource. Any ideas from the Board are also welcome. These NAGC
publications are the hardest to get good quality manuscripts for. A problem with PHP open rates
is the website password. Susan will contact the office to see if there is a way to streamline this
operation.
12. Network Update
12.1 Network Representative Report
Network membership counts are down. The office will be looking at this in the future. It is partly
due to the new membership database process. Network leadership retreat is tomorrow. Network
Activity Report is also included, which has some of the activities Networks have done for their
members.
12.1.4 Convention task force
There are structural issues related to the Networks that are connected to convention. In March it
is likely that one of the SIGs is going to come forward with a request to become a Network. One
of the reasons the SIG wants to become a Network is to get convention slots, yet in some ways,
this SIG is more active than some of the Networks. Another issue is that chairs of Networks
have been circulating through each Network, which we now limit by policy. Network
Representative, Kim Chandler expressed concern that the Networks’ issues with the convention
not be lost.. Many are passionate about this organization and the Networks are their way to get
involved.
12.2 Network Policy Changes
12.2.1 Network Solvency Policy
Motion to accept the revisions to the Network Solvency Policy: Brian Housand
Second: Catherine Little
Brian asked for a history of how long these Network mission statements have been around. Kim
said none has changed in the time she has been in her role of Network rep on the board and
thinks they have not changed since the Networks began.
Could all the Networks be asked to vote to update their mission statements? Kim said she
thinks maybe just make it a suggestion because there could be resistance from some Networks.
This brings up a bigger issue of the Networks in general and if their missions need to be
revisited. However, this issue does not need to be resolved for the vote on the solvency policy.
Vote: All approved
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12.2.2 Network Elections Policy
This is the first time we’ve faced the issue of having a Network (Parent & Community) with no
chair or chair elect. The policy clarifies what should be done in this case. An update was also
made to the responsibilities of the chairs and chair-elects, specifying action if the chair is not
doing his or her duties for 6 months or longer.
Motion to accept the revised NAGC Election Policy: Brian Housand
Second: Michael Matthews
Paula is questioning that 6 months is a long time for inactivity for a network chair. Michelle
mentioned there are situations that would prevent a network chair from doing his or her duties
for 3 months, but that does not necessarily mean the individual will not be able to do the job.
Jonathan asked if we need to put a time limit on the inactivity, and word it carefully and whether
the action is solely under the discretion of the Network Representative. Michael mentioned that
since the chair position is a 2 year term, 6 months of inactivity is a reasonable amount of time
before removal.
Recommended adding “in consultation with the executive director” would be appropriate.
**Amendment: “The decision and notification to the chair or chair-elect would come from
the Network Representative in consultation with the NAGC National Office.”
Vote: All approved
12.1.4 Convention Task Force
As a reminder, the space for the 2015 and 2016 convention is booked and 2017 will likely be
booked by the end of 2014. If we take a dramatic turn for a smaller number or rooms, or change
in schedule, this would have a business impact. We have also committed to hotel room nights
on certain dates. Convention task force previously brought forth many recommendations but this
has another whole piece that involves the relationship of the Networks to the convention
program.
Motion that the NAGC Board of Directors should establish another Task force to continue
the work of the 2012 Convention Task force, to continue the study of structural issues
being faced by the organization and the convention, and to make recommendations that
anticipate trends: Michelle Swain
Second: Keri Guilbault
Discussion: Paula thinks the purpose of this task force is a little different and we shouldn’t
confuse the two. Tracy clarified the task force will be well put together and that the Board may
see the charge to the group before the task force is named. James suggested that if we put a
task force together we should require some analysis as part of their work. There are certain data
points that need to be collected such as which audience comes to certain events.
Vote: all approved
12.3 Network Reports
Michael asked if there are any Networks that are not producing outcomes that would make us
question if they should still be Networks. Kim mentioned some issues with a few of the Networks
but nothing of great concern and she is following up with them while at Convention.
Paula had a comment about the Early Childhood Network and their interest in a position paper
and that the Governance Committee should connect with them about this.
George’s concern is in regards to Conceptual Foundations and the budget for the legacy series.
These are expensive to tape and produce, and are not selling. There is intent to keep the series,
but evaluate the cost and format moving forward.
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13. New Business
Items pulled from Consent Agenda:
CAEP (pulled by Michelle) - Is this is something we need to discuss as far as who we have
managing this? Each teacher preparation review takes about 6-8 hours per person and Fall is
the most difficult time period. Jane Clarenbach pointed out that our pool of reviewers is
shrinking. Jane mentioned that the CAEP work is time consuming but not cause for worry. The
more programs that come for NAGC review, the more work will go to Jane. We have made the
commitment to participate in CAEP and we will honor the timeline required. This role fell with
Jane because she works with the Professional Standards Committee. CAEP wants to push SPA
coordinators back on the organizations. Jane is currently the SPA Coordinator This is a
resource issue that needs to be addressed at a later time. Jane thinks participation in CAEP has
been a productive endeavor for NAGC and this is our opportunity to give feedback to programs
around the county.
*Jane will prepare resource information about this for the March meeting
Diversity and Equity Committee Report (pulled by Catherine and Paula)
Paula’s concern is the lack of progress with the toolbox. Kim said that multiple times the
question of what our definition of diversity is has been brought up by Networks and SIG leaders.
It seems like it has been going in different directions. SIGs have been asking about the toolkit
and wanting to submit materials to it, but right now there is nothing to submit materials to. Nancy
explained the Diversity Committee is holding a session to get opinions of what should be in the
toolkit, and then meeting after to discuss. Is it possible that we need a different structure in order
to develop the toolkit?
In the Diversity Committee’s report, the committee suggested the review of NAGC policies for
specific references to diversity of membership and leadership should be completed by the
NAGC Governance Committee. Catherine asked if this is appropriate and the Board decided
that given current issues and the possibility of a new diversity task force, this task should be
considered at a later time, which is perhaps better addressed by a group with expertise from
within the network with support.
*Tracy said once the conference is over, he is considering creating a Diversity Task Force with
a very specific charge to get the ball rolling on this and get an editor, and work on the toolbox.
Tracy asked who would be appropriate to include on the task force. Tracy will write something
up for this Task Force to be voted on by the board by an electronic vote.
13.1 Regulations change—qualifications of officers
Susan mentioned this at the end of her Governance Report; the issue arose very recently. A
question came up from a member who wanted to run for office regarding the regulation stating
someone must have served on the board in the past ten years in order to run for an office. This
individual had served two terms on the board more than 10 years ago and was thus ineligible to
run for an officer position. Paula pointed out that all the individuals who were nearing this 10
year timeframe were contacted repeatedly to remind them of their last opportunity to run for
office and none ran. It is unclear how many people this affects right now. Catherine pointed out
that we should consider who this might affect in the future. The proposal before the board was
to allow individuals who were past the 10 year time frame but who had chaired a committee
could run for an NAGC office. The board discussed whether chairing committees brings a
candidate to the level of responsibility required to hold an officer position. Paula feels that to not
have been involved in the board for a 10-year period would create a huge learning curve.
Michelle thinks there is still value in getting the data. Paula pointed out that having a 3-year term
also reduces the pool for possible officer candidates and that this change (from a 2 year term)
was made hastily by the board, with unforeseen consequences for limiting board turnover. We
need data on how many people this affects, and the ramifications.
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*Data Points needed for consideration: The number of people affected by the policy, and who it
would impact in the future, with a possible flow chart of a pathway for those with the potential to
be affected.
*Table item until March
13.2 Board Reimbursement Policy
This was discussed last November and was supposed to be part of the budget conversation in
March 2014. It has been mentioned that this policy has limited people running for the Board
because they cannot afford the travel expenses even with the reimbursement. There has not
been a change to the stipend in many years. Some action needs to be considered in order to
update this policy. This might be a policy to consider in March when the budget is discussed
regarding available options. The finance committee could discuss ways to approach this. Paula
suggested putting away a separate fund for the Board Members who need the extra
reimbursement because they are not at an institution that will pay their expenses and could then
request it.
*Catherine will include this as part of the budget proposal and propose discussion around it.
Tracy adjourned the Board meeting at 6:16 pm
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