Colorado Chautauqua Association Board of Directors 24 ...€¦ · Caulfield, Michael McCarthy, and Susan Balint. The three spoke about their concerns about the CAMP pilot and process

Approved by the Board of Directors on June 12, 2017

CHAuTA Q,~AESCAPE. ENGAGE, ELEVATE

Minutes of the Regular Meeting of theColorado Chautauqua Association Board of Directors

April 24, 2017

Pocky Mountain Climbers Club Room in the Community House

Directors Present: Bill Briggs, Tom Galey, Bob Morehouse, Tom Thorpe, Michelle Estrella,Lisa Morzel, Nan Anderson, Julie Rogers, Cindy Schmidt, and Dominick Sekich (via phone)

Directors Absent: Lisa Shoemaker, John Kenyon

Staff Present: Shelly Benford, Jeff Medanich, Ann Obenchain, Charlotte O’Donnell, SuePerkins, and Michael Matts

Visitors Present: Sharon Caulfield, Michael McCarthy, and Susan Balint

I. Call to Order Determination of uorum Guest Introduction and PublicComment

Colorado Chautauqua Association (CCA) Board President Cindy Schmidt called theregular meeting to order at 6:00 pm and established that a quorum was present for theconduct of business. She thanked Nan Anderson for stepping in to the role of VicePresident. President Schmidt then opened the floor for public comment. Three membersof the public and neighbors to the north of Baseline introduced themselves as SharonCaulfield, Michael McCarthy, and Susan Balint. The three spoke about their concernsabout the CAMP pilot and process. They stood in favor of seven days per week of paidparking and shuttle availability, and intend to gather data this summer on all days insteadof weekends only. They also expressed desire for more collaboration between neighborsand CCA. President Schmidt thanked the neighbors for their comments. She clarified thatCCA’s recommendations for CAMP addressed the leasehold only. She also assuredneighbors that CCA would also be collaborating with Open Space and Mountain Parks asthey work on their new master plan.

II. 4pproval of the Minutes of March 13. 2017 Regular Board of Directors Meetings

President Schmidt asked for corrections to the draft minutes of the March 13, 2017

meeting. No corrections were recommended. Ms. Anderson moved (Mr. Thorpe seconded)


to approve the minutes of March 13, 2017 as presented. The March 13, 2017 minutes wereapproved as presented (io-o-o).

Ill. President’s Report

President Schmidt detailed the different board positions which will be open for thecoming term. There is one opening for a board appointee. The Cottage Association will

appoint a director to take Mr. Kenyon’s place as he is term-limited. There are three positionsavailable for new directors to serve full three-year terms due to the departures of Ms.Shoemaker and Mr. Sekich, and resignation of Ms. Benford. There is one position available fora two-year term due to the resignation of Mr. van den 1-lonert. There is one position availablefor a one-year term due to the resignation of Ms. Oborne. Mr. Briggs explained thatChautauqua membership is required for candidates. Besides enthusiasm for Chautauqua,desired skills of new board members include legal expertise or experience in finance orhospitality. Ms. Anderson added that CCA hopes to increase diversity on the board.

President Schmidt then reported on the search process for the next Executive Director.The selection committee membership will be finalized in mid-May and will likely include someexternal partners with experience in high-level searches. President Schmidt requested thatboard members advise her if they would like to be on the selection committee. The currentplan is to forego hiring a search firm, though many of the templates from the last search willbe helpful. CCA’s ~-1uman Resources coordinator, Trish Gray, will assist in the process alongwith a clerical temporary employee. By the end of May the committee hopes to review the jobdescription, candidate criteria, organizational materials, and overall schedule for the process.The committee will also review the input from stakeholders collected in 2015 and will followup with additional parties if needed. At the June 12 meeting, the committee will ask the boardfor input on the job description. At the July 17 meeting, the board will seek an extension of theterm of the current Interim Executive Director as the search will last past the approved six-month period from March-September. By the end of July, the committee will have finalizedthe job description. Job announcements will be posted regionally at the beginning of Augustand a rolling review will begin. A soft deadline will be established in mid-September and thefirst round of finalists will then be given a writing exercise. At the beginning of October, thewriting exercises will be reviewed and a second round of finalists will be selected forinterviews. Interview questions will be finalized and extensive checks of references will take

place at that time as well. At the November 13 board meeting, the committee will plan topresent the board with recommendations for the final selection of the new ExecutiveDirector.

IV. Executive Director’s Report

Ms. Benford highlighted the terrific marketing that had taken place including coverage inPocky Mountain Bride, Colorado Life, and Texas Journeys Magazines. Ms. Benford remindedboard members to RSVP for the kick-off party on May 20 for the season opening of the


auditorium. Ms. Benford stated that she greatly enjoyed attending the 3~ grade field trip alongwith several board members. She thanked CCA Staff Carol Taylor and Tom 1-lart for theiroutstanding work on the program. For Facilities and Preservation, she reported that work onBaseline will be completed in mid-May. CCA plans to thank the City for the beautiful stonewall and the overall success of the 2A project. The Xcel gas line replacement project has beencompleted. Ms. Benford thanked Mr. Medanich and Mr. Matts for their work in speeding alongthose projects.

Ms. Benford explained the idea of a family-friendly, all-inclusive, week-long program forJuly of 2018 called “Camp Chautauqua”. She asked if the board is interested in pursuing thisidea. July’s occupancy is typically higher than 90%. Ms. Benford clarified that some cottagesor Columbine Lodge would be put on hold for families to reserve as a part of this camp.President Schmidt observed that if the plans for the camp do not work out, CCA would mostlikely still be able to rent the cottages which had been on hold due to the high demand. Mr.Briggs expressed his hope that this would fit with the Project 120 idea to help celebrate the120th year of Chautauqua. Mr. Galey spoke in favor of the camp idea and added that input

from longtime cottage owners should be gathered this summer. Ms. Anderson expressed hersupport and the board generally agreed to continue with the planning of “Camp Chautauqua”.

V. Committee Reports:

Building and Grounds Committee Report

Mr. Thorpe reported that the Baseline 2A project is virtually complete with a bit of work tobe completed on the entrance during the next two weeks. He reported that the retaining wallturned out to be more historically appropriate than expected a year ago. He commended theco-stewardship efforts with the city on this project which resulted in this change from theoriginally proposed design which was not historically authentic. He noted that CCA’s selectionand financial support for the contractor Tina Bishop also pushed forward these ideas and hethanked Mr. Medanich for his terrific work as well. Ms. Bishop will now be working with City ofBoulder’s Bryan Harding on plantings. The committee also reached out to Callie Hayden ofParks and Recreation to ask that trees be pruned regularly along Baseline to maintain the view.

Over the next three or four weeks, historic stone mason Gary Holt will work on Queen’sand King’s gates. Lantern housings on top of the columns at King’s gate will be restoredwithout lights as no evidence of electric wiring has been found.

Planning and approval of the Master Lighting Plan for Chautauqua is slated for Fall 2017.

The lower part of park lighting should be installed in Spring 2018. The current coordinatingteam of CCA and five other city departments will then edit and merge the other threeplanning documents.

Mr. Medanich reported that work started on Morning Glory Drive for a sewer main thathad been identified for replacement in 2015.


Governance and Nominations Committee Pe ort

Mr. Briggs began by presenting the annual election schedule. Ms. Obenchain clarified that

both the public portion of the annual meeting as well as the regular board meeting scheduledfor July 17 will happen in the Grand Assembly. President Schmidt encouraged board membersto attend the annual meeting to represent the board. Ms. Estrella moved (Mr. Morehouseseconded) that the schedule for the annual election, including the annual meeting time

(4:30pm on July 17, 2017) be approved. The motion passed unanimously.The committee presented bylaw revisions for board approval before they are placed on

the annual ballot. Mr. Briggs explained that many of the changes are small edits to clean upthe antiquated or obsolete language, but three topics required further board discussion.

Firstly, the committee recommended a reduction in the number of working days needed

for notice of a special meeting from five days to two or three days. The board noted that theCity of Boulder, Boulder County, and Boulder Valley School District all require only 24 hours,which allows for greater flexibility when meeting on urgent matters. According to CCA’sbylaws, the board president or any three directors can call a special meeting. Mr. Sekichexplained that part of the reason for having more than 24 hours is to ensure that one directoris not trying to suppress another board member by pushing them out of a certain meeting. Mr.Briggs explained that the five days may have been based on postage or other forms ofcommunication which would have taken longer. The board generally agreed on two days.

Next, Mr. Briggs inquired whether the board wanted to specify the procedure for electingofficers in the bylaws. Currently the procedure is decided each year. Board members notedthat the procedure used in 2016 was a good mix of slate and free voting. F-lowever, the boardgenerally agreed that they would like to try the same method for several more years beforecodifying anything in the bylaws.

Finally, Mr. Briggs brought to the board’s attention the requirement that 10% of themembership must vote in annual elections. If a 10% quorum is not reached, there is currentlyno alternate procedure for reaching a result. Ms. Obenchain stated that 12-13% of membershiphas voted in recent years. She expressed concern that the election could be heavily skewedby a voting block if the quorum requirement was reduced or eliminated. She explained thatthe election software allows CCA to track participation and send reminders to those whohave not yet voted. Ms. Rogers expressed her support of the quorum as an important part of

being a membership organization. Several members suggested provisions for alternateelections such as having the board appoint new directors or having a special second electionin September. Ultimately, the board expressed general agreement for leaving the quorumrequirements as currently stated.

Ms. Pogers moved (Ms. Morzel seconded) to approve the proposed bylaw revisionsfor presentation on the 2017 ballot to CCA members. These proposed changes are


outlined in the summary presented to the board and also included a requirement of twoworking days for notice before a special meeting. No revisions will be made to theprocedure for officer election or membership election quorum requirements. Themotion passed (io-o-o). President Schmidt and Mr. Thorpe thanked the committee for theirthorough revisions. Ms. Estrella inquired about how the bylaw revisions will be presented onthe ballot. Mr. Briggs clarified that he will be discussing the matter with a former boardsecretary, but intends to use a blanket approval since most are simple edits anduncontroversial.

Chautauqua Access Management Plan (CAMP) Committee

Due to Mr. Kenyon’s absence, Ms. Benford reported on CAMP. She reiterated PresidentSchmidt’s point that CCA’s recommendations strictly focused on the leasehold. She conveyedrecent developments for the plan that include paid parking on Clematis and in the McClintocklot, “permit only” signage at the leasehold entrances, and the city or CCA issuing permits tovarious user groups. The City will be responsible for enforcement in the leasehold, includingwriting tickets. CCA will organize a transportation demand management program foremployees, including a cash back program for those taking alternate transportation, a carpoolprogram, telecommuting options, and subsides for Uber rides from satellite lots. Ms.Obenchain clarified that Uber rides would cost approximately $~j minimum and would be foremployees arriving before or after shuttle service on the weekends. Mr. Matts, Ms. O’Donnell,and Ms. Gray will be coordinating this staff program. Ms. O’Donnell will communicate with thecity and capture data to see what incentives are working for CCA staff. President Schmidtthanked Ms. Benford and staff for their efforts on CAMP and acknowledged Ms. Morzel forher thoughtful input. Ms. Benford offered thanks to President Schmidt for her work.

Ms. Morzel stated that before receiving CCA’s recommendations council membersexpressed concern over how expensive a seven-day pilot would be. Council acknowledgedthat the late approval of the plan would adversely impact the budgets of CCA, CMP, andother partners. Council also chose to recommend a less ambitious pilot due to its negativeexperience with the rolsom bike lane project in 2015. Ms. Morzel expressed discomfort atcharging residents to park to use the public land. She thinks that this fee structure may bechanged next year. Ms. Morzel stated that charging families that already pay taxes for theopen space contributes to a problem in which residents do not feel like they are able to cometo Chautauqua.

Spirit. Community Eng~gement and Pesource Develo ment Committee Pepsrj

President Schmidt reported that the Spirit Committee discussed ideas for celebrating the120th anniversary of Chautauqua during 2018. Ms. Obenchain will present “Project 120” at the

June 12 board meeting.

Sustainability Committee Report


Mr. Morehouse stated that the liaison on renewable energy at the city, Jonathan Koehn,has been tied up with the municipalization project, but the Sustainability Committee decidedto move ahead with contractor JVA on an infrastructure master plan that includes theChautauqua reservoir solar garden, a possible microgrid, and infrastructure improvements. Mr.Thorpe added that a planning round table will happen in second half of May to clarify thesteps the Sustainability Committee should take to advance these initiatives. Ms. Morzel statedthat the city is also looking at broadband and will have another discussion on May 9.

Finance Committee Report

Ms. Estrella stated that first quarter results show a loss of 150K compared to budget. In2016, the first quarter ended with a profit of 171K compared to budget. The 2017 first-quartershortfall is mainly due to a downturn in nightly rental revenue which was 35% below budget.She stated that the board was aware during the budget approval of the risk to revenue due toincreased supply of local hospitality rooms and venues. There were also planned permanentexpense increases for staff compensation due to cost of living raises and several unplannedexpenses during the first quarter. The rest of 2017 looks strong and staff has identifiedopportunities to reduce both capital and operating costs that had been budgeted. Ms. Estrellaexpressed her opinion that CCA will not recover the lost budget revenue given the size of thedeficit. Ms. Perkins explained that first quarter was short a few years ago, but the revenue wasrecuperated by the end of the year. Ms. Schmidt stated that it is too soon to be certain iflower occupancy is temporary or a trend.

VI. Approval of Audited Financial Statements and Review of 990 Form

Ms. Perkins stated that the Finance Committee met with auditor Mark Kightlinger today.He stated that CCA had been extremely cooperative. He did not provide a managementletter because there were no issues. Ms. Benford congratulated Ms. Perkins on receiving nomanagement letter and thanked her for her efforts on the audit. Ms. Estrella stated that theboard had an opportunity to review the 990 form, ask questions, and offer feedback. Ms.Estrella moved (Ms. Anderson seconded) that the board approve the 2017 auditedfinancials. The motion passed (io-o-o).

VII. Executive Session

At 7:48, Ms. Morzel moved (Nan Anderson seconded) that the Board go intoexecutive session. The motion passed 10-0. All staff except Ann Obenchain left the room.At 8:11, with the Board still in executive session, Tom Galey and Ann Obenchain left the room,and Sue Perkins, Michael Matts, and Jeff Medanich returned to the room. At 9:20, BobMorehouse moved (Lisa Morzel seconded) that the Board leave executive session. Themotion passed (9-0-0).

VIII. Resume regular meeting for action on the record


Ms. Anderson moved (Ms. Morzel seconded) that CCA purchase Cottage 1 for $1.35

million, plus some small increment, and pursue financing of up to $i million from theColorado Historical Foundation and seek addition financing if desired. The motionpassed (9-0-0).

Ms. Estreila moved (Ms. Pogers seconded) that CCA pass on exercising its right offirst refusal in the purchase of Cottage no. The motion passed (9-0-0).

IX. AcVournment

At 9:24, Bill Briggs moved (Nan Anderson seconded) that the meeting adjourn. Themotion passed (9-0-a).

Bill BriggsSecretary, CCA Board of Directors

Documents

Colorado Chautauqua Association Board of Directors 24 ...€¦ · Caulfield, Michael McCarthy, and Susan Balint. The three spoke about their concerns about the CAMP pilot and process