June 13, 2012 Mosaic Board Meeting Minutes Present: Gogi, Lara, Tari, Jose, Mark, Kristin, Lynne (facilitator), Jay, Shivani, Erica; staff: Eden (notetaker) Absent: Michele, Jon, Cynthia, Amanda, Brett, I. Prior Minutes: 2/22/12 minutes approved II. Board packet review III. A. addition: new website went live today B. Program/Project updates - no comments/questions. C. Committee reports – no comments/questions D. Financial update – no comments/questions Finance committee report A. Cash reserves policy: Presented at Feb mtg. Jon raised concern of not addressing deficit years, so we agreed to revise for this meeting. Last sentence added to address this and Cash Reserves Policy presented for approval. Revised policy approved as presented. B. Investment policy: saw most of it at Feb mtg. Section 2, SRI (social responsible investing) was added and with more specifics about how we view SRI. We also tightened up the policy overall and removed the yearspecific targets, so that this is the overall policy, which will complement an annual strategy (specific funds, percentages, etc). We discussed equities and agreed to drop to 0% minimum (keeping the same maximum), as there will likely be years where we won’t want any equities. The finance committee will make that change. Explanation of the spending issue within this policy: all earnings will be reinvested rather than rolled into the annual budget, unless the board approves otherwise. Explanation of how this will be implemented: the finance committee will present an annual investment strategy, specifying funds, percentages, and timelines for investing that year at the annual meeting, for board approval. The Finance Committee will propose strategies that fall within the policy guidelines. The policy (as amended with the 0% minimum for equities) was adopted. C. Strategy: recognize we are in recession. For the coming 18 months, we plan to allocate 60% of reserves to CDs, 25% to money market, 15% more aggressive (still low risk, but not yet defined). We agreed that the staff/Finance Committee could implement the investment via CDs and money markets (before next mtg). Will wait on aggressive investments. Kristin would like to contribute ideas to next finance committee mtg on investment strategy. Initial 2012-2013 investment strategy approved as to CDs and Money Markets for 85% of our cash reserves. IV. BRETT CONCERT A. Ticket sales/Promotion: 98 tickets sold. Goal is 200 tickets. We can do this, would like to encourage folks to SHARE SHARE SHARE. (Post/repost on Facebook, Twitter, etc.) Peter Finch posted interview on KGO. Check out new Mosaic website. Invite your friends, get the word out there. We need to make money. We want to reach our goal, esp since we did not do as well as expected at the brunch this year. More guests helps drive auction items up. Makes live auction fun. More money, more people, more fun. The date has moved a lot, folks don’t remember when it is. Please remind your contacts. B. Job assignments: Eden sent around job list, please review. Will email final jobs list. C. After party: Awaken Cafe has offered after party for us organizers. Beer and wine free. Secretly want Brett to sing a song, no promises. D. V. Set up: 5pm Friday to help set up and run through. Board goals review A. Governance committee: The Governance Committee changed its name from the Nominating Committee (the board approved). We reviewed the proposal in the board packet. Specifically, the Governance Committee took all the feedback from the board retreat and addressed 11 categories. All the questions we addressed are in a google document on the board’s google docs. Many things remained status quo, many things were changed. We highlighted the table of board member expectations and accountability. We also discussed the section on committee chairs and officers, which makes significant changes to role and responsibilities. Question: are these roles retroactive? No. President is happy to fulfill these duties until end of year, but would love help now (to reduce Gogi’s workload), but that is voluntary. We discussed the ideal board size (15-17) but the bylaws remain broad at 525 (which we want to keep that way). We all agreed that annual retreats as proposed are good. Major shout out to Mark for leading this extensive work! We approved the governance proposal as is. B. Development committee: Gogi presented in place of Jon since he is travelling. This was a board goal (from retreat). We are behind it! We are not proposing mandating an amount that would be raised, but we are mandating effort by every board member. Jay comment about accountability: Nice sentiment to say it’s about effort, but we need results! We all agreed that we embrace the culture shift. Everyone is capable of raising funds! We will amend the BMAP (board member action plan) for 2013. The proposal calls for a special meeting re: events and individual fundraising in general and to clarify the board’s role. There is no longer an events committee; implementing the events has become a staff responsibility with assistance from the board (and Kristin’s hosting the concert). We agreed to a joint board/staff meeting on July 18. Erica and Jay will be absent due to summer travel. We discussed the buddy system and reaffirmed our commitment to it. We approved the Development Committee’s proposal in its entirety. C. Strategic plan: Cyndie Benjamin, who facilitated two prior retreats (one being an initial strategic planning session though not a full process) is willing to work for us pro bono in strategy consulting. She was not present at the meeting at Gogi’s suggestion, because of recent back surgery, given that everyone on board has worked with her before (except Lynne). Cyndie met with the core strategy team (Shivani, Mark, Jay, and Gogi) this spring, and we outlined a plan. She presented a power point presentation outlining the strategic planning process to culminate in a board/staff retreat in early 2013. The framework is from her work with other corporations and involves defining key decisions, values, and issues. Pre-work will involve 1) Gogi & Lara meeting, 2) revising the mission and drafting a vision statement, 3) interviewing all of the board and year-round staff, as well as opt-in facilitators, and some other stakeholders (youth & kids board, donors, parents, teachers/school administrators). From these interviews, we would define the issues and create a strategy table of strategic decisions and alternatives. Following board review of this table at the annual meeting, we would conduct a board-staff retreat to discuss/decide among the alternatives and generate a strategic plan. Next steps: We offered other board members to join the core strategy team, which none did. We agreed to revise the mission statement and draft a vision statement for the board to review at the August meeting (Gogi, Lara, Shivani), and Eden/Lara will reach out to staff for input. The core strategy team will conduct interviews over the summer. Shivani will follow up with absent board members. We will set a date at August mtg for Jan/Feb 2013 board-staff retreat. Lara/Gogi will look at mission/vision and get feedback from Shivani and staff. We adopted the proposed process presented and are very grateful for Shivani & Cyndie’s leadership! D. MCP update: Lots of things going on: Stanford alumni event, Kaiser, Gap 6/27, Old Navy marketing team, Hidden Villa, Monkey Business, SF Dept of Health. We have 5 contracts to date totaling $25k. Goal is $40k for year. Reminder to board to send connections/contacts to MCP/Brian. This is one of our goals and a board commitment, so we’ll be calling each board member for leads. Does not have to be big corporate partners – all types of entities are great prospects. E. Org vision committee: Org covenant/pledge was presented as final draft 6/6/12. This will be an internal document. We will include it in every board packet, read it at the beginning of the annual board meeting and include it in the board orientation and staff orientation. It is aspirational and documents for ourselves how we want to try to be in relationship to each other and the organization. Include in the board packet. Approved as presented. VI. Meeting assessment A. No parking lot (no tangents – yea!) B. Loved everything Cyndie said, but phone presentation very difficult. We definitely prefer in-person where possible and understand why she didn’t come this time. In future, presentations by persons not present will be minimized and better technical arrangements will be made to improve sound. C. Ending early is amazing! D. Getting board packet out early is great. E. We have accomplished a lot after retreat. F. Bummer that less than half of board is present (esp re: accountability).