MINUTES OF THE MEETING OF THE BOARD OF TRUSTEES
THE BAY AREA DISCOVERY MUSEUM
A CALIFORNIA NON-PROFIT CORPORATION
Time: 6 PM
Date: January 27, 2009
Place: The Bay Area Discovery Museum
Discovery Theater
557 McReynolds Rd
Sausalito, CA 94965
Trustees present: Steve Ashley, Lily Beischer, David Chung, John Dick, Robin Donohoe,
Karen Flynn, Bert Galleno, Launce Gamble, Beth Gelles, Kristen Goldstein, Beth
Gumm, Steve Hohenrieder, Sanjay Jain, Tracy Leeds, Donna Lorsch, Varun Marya,
Leigh Matthes, Eve Niquette, Melissa Norris, John Park, Jumee Park, Scott Pearson,
Gordon Ritter, Nicole Sheehan, Mike Smith, Rob Thompson, Julie Vlahos, Richard
Yanowitch, Kay Yun
Trustees Absent: John Amster, Bill Grayson, Beth Gumm, Hank Holland, Claire-Marie
Laidley, Bill McGlashan, Keith Ogden
Staff present: Rich Winefield, Robin Keating, Mike Miller, Brianna Cutts, Mary HillierDavidson, Jennifer Caleshu, Bruce Simon, Valerie Raszka
I.
CALL TO ORDER
Eve Niquette, President, called the meeting to order at 6:05 p.m.
II.
APPROVAL OF NOVEMBER, 2008 MINUTES
The November, 2008 minutes were approved.
III.
PRESIDENT’S REPORT
Eve expressed special appreciation to Scott Pearson for his commitment to the
Museum Board, his willingness to serve his entire term as Chair and for commuting
from the east coast for meetings as his family relocates to the D.C. area.
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Special thanks and congratulations were extended to John Park for accepting the
position of Chair-Elect, effective September 1, 2009. A Chair of the Finance
Committee is currently sought for next year.
Eve reminded board members that, due to the pending fiscal year change from
June 30 to August 31, there will be a special daytime, downtown Board meeting on
Tuesday, July 21st to approve the budget for FY 2009/2010. A dial-in option will be
available. In addition to the dial-in, there will also be a way for trustees to send in
proxies to vote on the budget.
As a result of the fiscal year-end change, Board terms will now begin and end on
August 31st.
IV.
EXECUTIVE DIRECTOR’S REPORT
Rich communicated the recent elimination of six staff positions at the Museum. He
noted that the terminations did not reflect employee performance, but instead
were a function of the economic climate and the Museum’s budget issues.
Rich also shared that the cash position remains fragile, that December was a flat
month, and that the Museum has virtually no margin.
Two large fundraising question marks remain: Gala and the traveling YMEC exhibit.
Gala typically nets $400,000, and the traveling YMEC exhibit is currently about
35% funded.
Rich noted that, with Wells Fargo’s three-year corporate sponsorship commitment,
the theatre has officially been renamed The Discovery Theatre Presented by Wells
Fargo. Several other corporate sponsorships are currently in discussion.
The Museum’s new Director of Exhibitions, Brianna Cutts, has been selected after
a lengthy and careful search. Rich is excited that Brianna will join the Museum in
February.
V.
FINANCIAL AUDIT FOR FISCAL YEAR 2007/2008
Eve noted that the Museum had used one audit firm for over half a decade, and
that after careful consideration a decision had been made to change the retained
auditing firm. She noted that new auditors tend to find significantly more
deficiencies than existing auditors, and is pleased that there were no substantial
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issues communicated. Some deficiencies were noted and corrected, and two
significant adjustments were made.
Depreciation expense: In prior years, depreciation was amortized based on
standard asset useful lives. Amortization has changed in this audit year based on
the GGNRA lease term, resulting in shortened asset lives and greater depreciation
expense each year, and a large adjustment in the current (audit) year.
Membership fee revenues: In the audit year and going forward, membership fee
revenues are deferred over the life of the membership, resulting in the current
audit year adjustment and impacting this year only.
Kay noted that the audit was timely, and that deficiencies were corrected quickly.
The Board moved to approve the audit.
VI.
FITZGERALD & GRAVES REPORT & DISCUSSION
Eve expressed appreciation to the Study Committee – Steve Ashley, David Chung,
Launce Gamble, Eve Niquette, Jumee Park, Nicole Sheehan, Rob Thompson, Rich
Winefield and Robin Keating – for their hard work and commitment, and called out
the longstanding dedication of Jumee and Launce. While operations have been
cut over the past several years to address budget issues, it is clear that we need to
re-position ourselves.
Eve noted that, five years ago when the new site was completed, it added
additional costs associated with staffing, maintenance and operations. While
additional costs were anticipated, the extent of them exceeded expectations. An
analysis indicated an annual gap of about $400,000 between revenue and
operating expenses. While it’s recognized that both the corporate and membership
fronts need to grow, it’s also understood that more time is needed to realize those
goals.
Rebecca (Becky) Ross and Jane Breyer of Fitzgerald & Graves were introduced.
They expressed appreciation for the thoughtful and fruitful discussions that were
shared, and also surprise – Becky pointed out that her organization had never
before had the experience of contacting Board members for interviews, and not
receiving a response from some.
Since all Board members in attendance had reviewed Fitzgerald & Graves’ (F&G)
fundraising study, Becky quickly skimmed over the positive takeaways:
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the Museum is beloved by many people
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it presents an opportunity for everyone to share and for adults to be
challenged intellectually as parents
it provides lessons for more astute parenting.
On the downside, quick takeaways included:
 a need for refreshing and addressing the obvious wear and tear
 a feeling that reality doesn’t match the vision expressed at the Museum
 a lack of imperative – an opinion that the Museum is a nice place to visit,
but not important in a major economic downturn.
Becky communicated that the current board has been judged to be less engaged
than former boards have been. She questioned how robust attendance typically is
– not just on January 27th.
Additional call-outs included:
 a recommendation to expand and strengthen the role and scope of the
nominating committee
 an observation that the current Board does not seem to have the financial
wherewithal of previous boards or the ability to raise or make significant
investments in the Museum
 a recommendation that the Museum deepen its marketing and
development teams
 a realization that the organization as a whole is under resourced, not
underperforming.
Becky also noted the specific challenge the Executive Director faces in developing
and expanding current and prospective donor relationships without administrative
assistance. Development is also under resourced. In order for the development
team to be successful, the board must be involved. A full-time major gifts
professional person is also recommended, as is an advisory/alumni board to keep
past Board members engaged.
Fitzgerald & Graves shared the rationale for not conducting a capital campaign at
this time; their opinion is that the Museum is simply not in enough equilibrium to
lead a campaign. Basic strengthening across several areas needs to take place,
and F&G instead recommended an internal, Board-led effort to raise $1,000,000
within 18 months. Successful fundraising will enable the implementation of key
additions that will both strengthen the Museum and position it for a successful,
future capital campaign. Becky encouraged the Board to vote and commit to
internally raising the recommended funding.
Board members engaged in a candid give-and-take discussion that included:
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Comparative non-profits at a similar crossroads - Becky shared examples of
other arts organizations that followed F&G’s recommendations, and
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emerged as much stronger organizations, and ideally poised to engage in a
capital campaign
Prioritization – F&G recommended that Board strengthening be the number
one internal priority of the Museum, with particular emphasis placed on the
recruitment and orientation process.
Internal vs. external fundraising – F&G responded that the Board must take
fundraising responsibility first, prior to seeking outside support
Report’s quotes and opinions accurately reflecting board sentiment – all
quotes in the Finding section reflected Board’s opinions and ideas
Status quo vs. growth – it’s imperative that the Museum is able to grow,
meet new needs, not just maintain
Board of “doers” – tremendous capability, professionalism among Board
members, terrific engagement and connections. Leap of faith, full
commitment needed
Amount of time to raise approximately $1M – a year
Previous capital campaign and viability of re-engaging prior campaign’s
supporters – F&G recommended that the Museum move forward and not
look to the past. And while that campaign’s supporters successfully raised
$20M for the Museum, the ongoing operational costs were underestimated, leaving the Museum consequently in debt to basic operational
needs
Operating reserves – current economic climate demonstrates exactly why
an operating reserve is essential
Characteristics of an ideal Museum Board member – commitment,
absolute belief in organization, follow-through on job you agreed to take on,
financial wherewithal and support
Challenge of building financial support for “Creativity” rather than a building
or tangible Museum component – Creativity needs to be injected in
everything we do, and in every part of the Museum, becomes a part of the
fundraising effort
“Creativity” gap, reality not matching mission – “Creativity” needs to be
brought to life, and made tangible. Must be engaging and able to galvanize
widespread support
Challenges and opportunities – fact of life, witness hurdles Cavallo Point
had to overcome to expand site. Each Museum Board has faced significant
challenges; current challenge is ours to successfully address
New trustee perceptions –concrete goals missing, lofty rhetoric about
Creativity, but absence of tactical plan is unsettling
Goals and plans – Need to address $400k gap and be able to focus
fundraising on growth needs. Corporate sponsorship has the long-term
potential to “plug the gap.” Need to improve Member renewal rate, raise by
10% through automatic renewal option
Next steps – Study committee meeting scheduled for February 4th to detail
follow-up actions; all Board members are invited to participate
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Core Board responsibilities – consistent meeting attendance, committee
volunteering, prospect sourcing, fill tables at events,
understand/endorse/successfully articulate Creativity message, give
meaningfully to Museum, authorize and approve F&G findings and
recommendations
The motion to pass Fitzgerald & Graves’ recommendations was unanimously
approved.
VII.
COMMITTEE REPORTS
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Forum
Leigh Matthes shared her host committee’s excitement to leverage
Creativity – in education, business, and all facets of life – and to
welcome Daniel Pink to the upcoming Forum event. Board members
were encouraged to purchase tables, individual tickets and to also host
teachers from their children’s schools. Board members will
immediately receive an electronic version of the Forum invitation.
Leigh thanked everyone for their support and dedication!
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Corporate
Lily Beischer pointed out that her committee was at the half way point in
meeting last fiscal year’s performance. The team is working to re-kindle
older relationships and create new ones. Warm introductions are
needed. Connections, in particular, is an extremely compelling channel
for giving.
An updated list of corporate prospects will be emailed to the Board. Lily
asked Board members to please share any contacts they may have with
the committee.
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VIII.
Nominating
Gordon Ritter and Mike Smith discussed the current nominating
process, and the identification of potential Board members. Over 100
letters are scheduled to be mailed to former trustees, inviting advice,
referrals for effective Board-building. Gordon noted that the committee
is significantly broadening its scope.
NEW BUSINESS
No new business.
IX.
MEETING ADJOURNED
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The meeting adjourned at 8 pm with a special toast and thank you to Scott
Pearson for his wonderful support.
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