Board of Directors Meeting Agenda

Transcription

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Board of Directors Meeting
Tuesday, May 26, 2015
11:30 a.m. – 1:30 p.m., lunch & beverages provided
At the Concourse Hotel, 1 Dayton Street
Meeting room is straight through the restaurant to a
double-set of doors on left just past the buffet
The Mission of the Madison Children’s Museum is to connect children with their families, their
communities, and the world beyond through discovery learning and creative play.
Board of Directors Meeting Agenda
Conference Call Number: 518-530-1840
Meeting ID Number: 181-438-896
11:30 – 11:40 a.m.
Welcome
Peggy Pyle
11:40 – 11:55 p.m.
Nominating & Governance Committee
 Amendments to By-Laws
 Board Member Elections
 Departing, renewing, new board
members, committee Chairs
Lisa Lange
11:55 a.m. – 12:35 p.m.
Director’s Report
Proposed FY201516 Budget
Deb Gilpin
12:35 – 12:45 p.m.
VOTE Resolutions
Board Members
12:45-1:05 p.m.
Capital Project Update
Deb Gilpin,
Brenda Baker
1:05 – 1:20 p.m.
Send off and Thank yous!
Other Business
Board Members
1:20 – 1:30 p.m.
Executive Session
Board Members
1:30 p.m.
Adjourn
Notable Upcoming Events:
 June 3 – Exhibit Opening: Liberia at Play – Kids of the Pepper Coast
5 PM Reception, and Free Family Night 5-9pm.
 June 13 – Summer Palooza 10-2pm, parade at 2pm
 Friday, June 26, noon – 1 p.m.
Funkyard Friday Performance: Dance Flash Mob
 Wednesday, July 1, 5 – 8 p.m.
Funkyard Community Drum Circle
 Saturday, July 11, 11 a.m. – 4 p.m. Funkyard WheelFest
 American Girl Benefit Sale: July 18-19, 2015* Please Volunteer to cashier!
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Board of Directors Meeting
Tuesday, May 26, 2015
11:30 a.m. – 1:30 p.m., lunch & beverages provided
At the Concourse Hotel, 1 Dayton Street
Meeting room is straight through the restaurant to a
double-set of doors on left just past the buffet
The Mission of the Madison Children’s Museum is to connect children with their families, their
communities, and the world beyond through discovery learning and creative play.
More Funkyard Festivals all summer! Funkyard Festivals are sponsored by National Guardian
Life, CUNA Mutual Group, Dane Arts, Habush, Habush & Rottier, Lunchables, Madison Arts
Commission and Zendesk, Inc.
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Resolutions of the Board of Directors
of Madison Children’s Museum (the “Museum”), a
Wisconsin non-stock, non-profit corporation
WHEREAS, it is deemed desirable and in the best interests of the Museum that
the following actions be taken by the Board of Directors of this Museum pursuant to
this Resolution,
NOW, THEREFORE, BE IT RESOLVED, that, pursuant to Chapter 181 of the
Wisconsin Statutes, and the Museum’s Bylaws, the Board of Directors of the Museum
hereby consent to, approve, and adopt the following:
Adoption of Access, Diversity and Inclusion Committee Charter
RESOLVED, that, with the recommendation of the Executive Committee, the
Access, Diversity and Inclusion Committee Charter attached hereto as Exhibit A is
hereby adopted and approved in its entirety; and further
Adoption of Amended and Restated Bylaws
RESOLVED, that the Second Amended and Restated Bylaws attached hereto as
Exhibit B reflecting the addition of a possible third term of directors, changing the
board term to coincide with the Museum’s fiscal year, changing the title of the
Executive Director to President and Chief Executive Officer, clarifying meeting
requirements, among other changes set forth therein are hereby approved; and
further
Amendments to Committee Charters, Policies and Procedures
RESOLVED, it is hereby approved that any and all Committee Charters, Policies
or Procedures of the Museum that refer to the “Executive Director” may be amended
or are deemed to be amended to refer to the “President and Chief Executive Officer”
or “President and CEO”; and further
Acknowledgement of End of Board Terms, Retirement of Board Members and
Agreement Regarding Vacancies
RESOLVED, that the Board would like to acknowledge and thank the following
Directors for their dedication and service to the Museum and for their fulfillment of
two full Board Terms as of June 30, 2015:
Dianne Ballweg
Dan Millman
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James Laudon
Adriana Mateus
RESOLVED, that the Board would like to acknowledge and thank the following
Directors for their dedication and service to the Museum and to accept their
resignation from the Board prior to the end of their Board Terms:
Michelle Reddington
Paul Higginbotham
RESOLVED, that the Board hereby acknowledges Section 3.7 of the Bylaws and
hereby waives the requirement thereunder to fill the vacancies on the Board left by
the above-named five (5) persons who resigned prior to the end of their Board Terms.
Election of Directors and Approval of Board Officers and Committee Chairs
RESOLVED, that, with the recommendation of the Nominating & Governance
Committee, the following persons are hereby elected to their first full term to the
Board of Directors:
Name
Jane Doughty
Joan Erschler
Gloria Ladson-Billings
Dave Stockwell
Jeanne Vander Ploeg
RESOLVED, that the following persons are hereby elected to their second full
term to the Board of Directors:
Name
Nathan Brinkman
Penelope Gialamas
Tim Heinrich
Toya Whitaker Johnson
Tom Martorana
Margaret Pyle (Chair; second term extends to 2016)
Linda Slepica (Ex Officio American Girl Sale Chair)
RESOLVED, that the following persons are hereby elected to the Board Officer
positions set forth opposite their names for the 2015-16 fiscal year:
Position
Chair
Vice Chair
Treasurer
Person
Margaret Pyle
José Madera
Tom Martorana
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Secretary
Officer at Large
Lisa Lange
Tim Heinrich
RESOLVED, that the following Standing Board Committees are hereby
established for the 2015-16 fiscal year and the chairpersons of such committees set
forth opposite such committee are hereby appointed:
Committee
Executive
Compensation & Personnel
Finance
Development
Nominating & Governance
Communications & Marketing
Programs
Audit
Facility
Star Society
Chair
Margaret Pyle
Tim Heinrich
Thomas Martorana
John Sims
Lisa Lange
Steve Zanoni
Jane Doughty
Mary Turke
TJ Blitz
Bill DeAtley and Katie Kurtz, as cochairs
José Madera
Access, Diversity and Inclusion
Approval of Annual Budget for Fiscal Year 2015-2016
RESOLVED, that, with the recommendation of the Finance Committee, that the
Budget for Fiscal Year 2015-2016 attached hereto as Exhibit C is hereby approved;
Ratifying Past Actions of the Board, Executive Director (n/k/a President and CEO)
and Staff
RESOLVED, that all resolutions, acts, and proceedings of the Board of Directors
of the Museum, heretofore adopted and taken at meetings of the Board of Directors,
via teleconference meetings of the Board, and via email communications among the
Board of Directors, as shown by the records in the minute book of the Museum, and
that all actions previously taken by any director, officer, agent or attorney of the
Museum specifically relating to the above actions are hereby adopted, ratified,
confirmed and approved in all respects as the acts and deeds of the Museum; and
further
Adoption of Minutes
RESOLVED, that the Minutes of the meeting of the Board of Directors on March
2, 2015, as duly certified by the Secretary of the Museum and as attached hereto as
Exhibit D are hereby adopted and approved in their entirety; and further
Minute Book
RESOLVED, that these Resolutions, as adopted in accordance with the Bylaws
of the Museum, shall be added to the Minute Book of the Museum as true and
accurate record of the actions taken by the Board of Directors on May 26, 2015.
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Exhibit A
Charter, Policies and Procedures
of the
Access, Diversity and Inclusion Committee
of
Madison Children’s Museum, Inc.
Adopted on [DATE]
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AUTHORITY
The Board of Directors (the “Board”) of Madison Children’s Museum, Inc. (the “Museum”) has established
the Access, Diversity and Inclusion (ADI) Committee (the “Committee”) of the Board with the authority,
responsibilities and specific duties described in this Charter, Policies and Procedures of Access, Diversity
and Inclusion (the “Charter”). This Charter shall supersede and replace in its entirety any policy or
procedure previously adopted by the Committee.
PURPOSE
The purpose of the Committee is to provide the Board and Museum staff with guidance and counsel on
developing and instituting relevant, accessible, sustainable, inclusive, socio-culturally competent, and
innovative ADI initiatives, policies, and procedures to serve the Museum’s membership and the public.
COMPOSITION
Subject to Article V of the Museum’s Bylaws, the Board shall annually appoint the chairperson of the
committee. Members may be recruited from both the Board, the Museum’s membership and volunteer
base, and the community. The Committee shall have at least two members who shall be Directors. There
is no limit on the number of members of the Committee. The chairperson of the Committee shall be a
Director and shall not serve as chairperson for more than two (2) years. The Board may remove or
replace the chairperson of the Committee at any time by the affirmative vote of a majority of the Directors.
RESPONSIBLITIES
The principal responsibilities of the Committee are as follows:
1. Identify and advise on best practices for initiatives, policies, and procedures in support of goals
of Access, Diversity and Inclusion.
2. Review major initiatives, operations, practices and policies and ensure their consistency with the
Museum’s mission, vision, values and the Museum’s ADI strategic framework and Strategic Plan.
3. Promote collaborations within the Museum and between the Museum and outside organizations
that enhance and further ADI goals.
4. Perform such related functions as may be assigned to it by the Board.
5. Advocate the goals and accomplishments of the Committee and the Museum to the Board and
the community at large.
PROCEDURES
The procedures the Committee shall follow are as follows:
1. Meetings. The chairperson of the Committee, in consultation with the other members of the
Committee and the President and CEO, will determine the frequency and length of the Committee
meetings, provided, however, that the Committee shall meet at least twice annually. The
chairperson of the Committee in consultation with the appropriate members of the Committee and
management will develop the Committee’s agenda.
Programs Committee Charter
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Meetings may, at the discretion of the Committee, include members of the Museum’s
management, employees, independent accountants, corporate counsel and such other persons
as the Committee or its chairperson may determine. The Committee may meet in person, by
telephone conference call, or in any other manner in which the Board is permitted to meet under
the Museum’s Bylaws.
2. Quorum and Approval. A majority of the members of the Committee shall constitute a quorum.
The Committee shall act on the affirmative vote of a majority of members present at a meeting at
which a quorum is present. The Committee may also act by majority written consent in lieu of a
meeting.
3. Rules. The Committee may determine additional rules and procedures, including designation of
a chairperson pro tempore in the absence of the chairperson and designation of a secretary of
the Committee at any meeting thereof. There will be a clear delineation of labor between staff
and committee members to avoid duplication of effort.
4. Reports. The Committee shall keep minutes, file such minutes with the Secretary of the
Museum, and make regular reports to the Board, directly or through the chairperson.
5. Authority. The Committee is delegated all authority of the Board as may be required or
advisable to fulfill the purposes and responsibilities of the Committee. The Committee may form
and delegate some or all of its authority to a subcommittee when it deems appropriate.
6. Conflicts with Bylaws. This Charter shall in no way alter, amend, or repeal any provision of the
Museum’s Bylaws. To the extent that this Charter conflicts with any provision of the Museum’s
Bylaws, the Bylaws shall govern.
DEFINITIONS
Diversity and inclusion helps us to recognize, respect and celebrate the differences we all have,
regardless of our backgrounds. We recognize the complexity of cultural and personal identity. We
understand that as an inclusive institution, we must recognize multiple categories and dimensions of
diversity, including, but not limited to:
 Gender
 Ethnicity
 Race
 Cognitive and Physical Ability
 Sexual Orientation and/or Identity
 Income
 Family Structure
 Age
It is important to note that diversity includes what we can observe, but also many dimensions that are not
readily revealed.
When referring to access we will identify and address barriers to participation that our community (ies)
face in engaging with the Museum as visitors, staff, board, volunteers, and stakeholders.
Inclusion is the act of including; a strategy to leverage diversity. Diversity always exists in social systems.
Inclusion, on the other hand, must be created. In order to leverage diversity, an environment must be
created where people feel supported, listened to, and able to do their personal best.
Programs Committee Charter
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Style D
Exhibit B
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Madison Children’s Museum Bylaws
Page 1 of 12
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Adopted by the Board of Directors March20,2012May 26, 2015
SECOND AMENDED AND RESTATED BYLAWS
This Second Amended and Restated Bylaws of Madison Children’s
Museum, Inc., amends and restates in its entirety and replaces the Bylaws of
Wisconsin Children’s Center/Madison Children’s Museum, Inc., adopted by the
Board of Directors as of April 27, 2000 and, revised on January 24, 2008 and
amended and restated on September 12, 2010.
ARTICLE I
The Corporation
1.1
1.1 Authority. Madison Children’s Museum, Inc. (hereinafter “MCM”), is a
non-stock, non- profit corporation organized under Chapter 181 of the laws of the State of
Wisconsin. MCM shall have all the authority necessary to achieve its purposes and shall be
permitted to do all things that can be done by a non-stock, non-profit corporation organized under
the laws of the State of Wisconsin, subject to the requirements and restrictions of Section 501(c)(3)
of the Internal Revenue Code.
1.2
1.2 Corporate Offices. MCM shall have, and continuously maintain in this
State, a principal office and a registered agent whose office address may be, but need not be,
identical with such principal office. MCM may have other offices within or without the State of
Wisconsin, as the Board of Directors (hereinafter the “Board” and each director a “Director”) may
determine from time to time.
ARTICLE II
Membership
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2.1
2.1 Membership Eligibility. Any individual, family, group, or corporation,
regardless of race, color, age, religion, sex, handicapping condition, national origin, sexual
orientation, political beliefs, or appearance shall be eligible to become a member of MCM and
enjoy Museum benefits by paying the appropriate membership fee.
2.2
2.2 Membership Dues and Fees. The Board shall establish membership dues,
fees and benefits of membership, review such dues, fees and benefits periodically, and may
create differential dues, fees and benefits within the one class of members as deemed necessary by
the Board in its discretion.
2.3
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1.3
1.3 Purpose. The purpose of MCM is to develop and operate a children’s
museum and shall be exclusively educational and charitable within the meaning of Section
501(c)(3) of the Internal Revenue Code.
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2.3 Membership Voting Rights. The members shall not be entitled to vote.
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2.4
2.4 Membership Meetings. A meeting of the membership may be called anytime
by the Board and anTh e a n n u a l m e e t i n g o f t h e membership shall be called byat any time at
the discretion of the Board at the beginning ofduring each fiscal year of MCM. Notice of
membership meetings shall be delivered to members in good standing on the date of the notice at
least ten (10) days prior to the scheduled meeting. Notices shall be delivered by electronic mail at
the address designated by each such member in writing to MCM, in person, or via MCM’s
website membership registration. Meetings of the members shall be for advisory purposes
only to provide an opportunity for the Board to report and present information to the membership
and to receive comments and input from the membership. No quorum shall be required for
any meeting of the membership.
ARTICLE III
Board of Directors
3.1 Number. The business and affairs of MCM shall be governed by the Board,
consisting of not more than thirty (30) persons and not fewer than three (3) persons. No employee of
MCM shall be a member of the Board during such person’s period of employment.
3.2. 3.2. Annual Benefit Sale Representation. The current, MCM board-designated
chairperson of Madison Children’s Museum’s Annual Benefit Sale (“ABS”) of American Girl seconds
and returns shall serve as an ex-officio voting member of the Board during his or her term as chairperson
of ABS and shall not be subject to term limitations imposed on other Directors during his or her term
as chairperson of ABS. If more than one chairperson of ABS is appointed, the Board shall elect only one
person to serve as the ex-officio member of the Board.
3.3. 3.3. Advisory Members. Upon the recommendation of the Chairperson of the Board, the
Board may create an advisory committee of the Board in accordance with Article V and appoint
advisory members to such committee. Advisory committee members shall be afforded the privilege of
receiving Board informational materials and participating in discussion at regular Board meetings, but
shall not have the rights or responsibilities as Directors.
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3.4 3.4 Election. At least once each year during the second fiscal quarter of MCM, the
Nominating Committee shall notify the membership that nominations are being accepted and shall seek
candidates for Board positions prior to the annual appointment of Directors by the Board. Directors shall
be elected by a majority vote of the Board during the thirdfourth fiscal quarter of MCM, from the slate
recommended by the Nominating Committee, which shall be submitted at least thirty (30) days in
advance of the election. and Governance Committee.
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3.5 3.5 Terms of Office. One-third (1/3) of the Board seats shall expire each year.
Directors shall normally hold office for a term of three (3) years unless they are elected to fill a vacancy
on the Board, in which case, the Directors shall be elected for the remainder of the term of the Director
replaced, or until their successors have been elected and qualified. A Director’s term shall normally
begin on MayJuly 1 and expire on AprilJune 30; unless they are replacing a Director. Directors may
serve two (2up to three (3) consecutive full terms. A Director shall serve no more than twothree
consecutive full terms, and shall not become eligible for election again until a full year has passed,
except a Chairperson who has served two consecutive terms may remain on the Board for an
additional year to complete a two-year term as Chairperson. To the extent a former chairperson of
ABS is nominated and appointed as a director in accordance with Section 3.4, such person shall be
subject to term limits as set forth in this Section 3.5 without taking into account the period during which
such person served as an ex-officio Director pursuant to Section 3.2.
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3.6 3.6 Resignation and Removal. A Director may resign at any time by filing a written
resignation with the secretary of MCM. Further, a Director may be removed from office for cause by the
vote of two- thirds (2/3) of the Directors then in office.
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3.7 3.7 Vacancies. A vacancy on the Board occurring other than by expiration of a
Director’s term shall be filled by the Board after either appointment by the Chairperson or
recommendation by the Nominating and Governance Committee for the unexpired portion of the
vacating Director’s term.
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3.8 3.8 Powers. The Board shall have full power and authority to perform any and every
lawful act deemed necessary or proper to carry out the purposes of MCM. The Board shall have the
power to enact, maintain and enforce, and from time to time, amend, alter and repeal, all suitable
lawful rules and regulations for the governance of MCM and perform other acts not inconsistent
with the law, these Bylaws, or the Articles of Incorporation. More specifically, the duties and
responsibilities of the Board shall include, without limitation, the following:
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A.
A.
Establish the mission of MCM and monitor the general goals
and policies for MCM;
B.
B.
Elect the Officers of MCM;
C.
C.
Delegate authority to implement Board policy;
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D.
D.
Hire, periodically monitor, evaluate, and if necessary terminate
employment of the President and Chief Executive DirectorOfficer of MCM,
and require that the President and Chief Executive DirectorOfficer be insured;
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E.
E.
Approve the annual budget spending limits, and other budgets and/or
financial reports for MCM, provide for the development of adequate funding to
meet the goals, and monitor the fiscal status of MCM;
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F.
F.
Represent the mission and programs of MCM in the community;
G.
G.
Evaluate MCM’s programs and operations periodically;
H.
H.
Elect Directors pursuant to these Bylaws;
I.
I.
Amend the Bylaws in accordance with the procedure stated elsewhere
in these Bylaws;
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J.
J.
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K.
K.
Assume such additional duties as the Board deems necessary, pursuant
to the purposes of MCM.
Dissolve MCM pursuant to these Bylaws;
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3.9
3.9 Annual, Regular, and Special Meetings. There shall be an annual meeting of the
Board at the office of MCM during the last fiscal quarter of MCM or at such place and at such time as
may be designated by the chairperson of MCM. There shall be at least three (3) more meetings one (1)
regular meeting held during each fiscal year at such time and place as designated by the chairperson.
Special meetings of the Board may be called by the chairperson or by a majority of the Directors.
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3.10 3.10 Notice, Waiver. Notice of any Board meeting shall be communicated to each
director not less than forty-eight (48) hours before the meeting. Notice may be given in person, by
telephone, telegraph, teletype, facsimile, or other form of wire or wireless communication, or by mail,
or private carrier, or by email or other electronic form of communication, to each director at his or
her
business
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address, or telephone number, or at such other address or telephone numbers or email address as such
director shall have designated in writing filed with the secretary of MCM. Written notice is effective at
the earliest of the following;
(i)
(i)
When received;
(ii)
(ii)
Five (5) days after its deposit in the U.S. Mail, if mailed postpaid in
full and correctly addressed;
(iii)
(iii) On the date shown on the return receipt, if sent by registered or
certified mail, return receipt requested and the receipt is signed by or on behalf of
the addressee. Oral notice is effective when communicated and MCM shall
maintain a record setting forth the date, time, manner, and recipient of the notice;
(iv)
(iv)
When the recipient, by an email sent to the email address for
MCM as stated in the originating email, or by a notice delivered by
another method in accordance with this section, acknowledges having
received that email, with an automatic “read receipt” not constituting
acknowledgment of an email for purposes of this section.
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Whenever notice is required to be given to any Director of MCM under the Articles of
Incorporation or these Bylaws, or any provision of law, a waiver thereof in writing, signed at any time,
whether before or after the time of meeting, by the director entitled to such notice, shall be deemed
equivalent to giving of such notice, and MCM shall retain copies of such waivers in its corporate records.
A Director’s attendance at or participation in a meeting waives any required notice of him or her of the
meeting unless the Director at the beginning of the meeting or promptly upon his or her arrival objects to
holding the meeting or the transaction of business at the meeting and does not thereafter vote or assert to
action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board need be specified in the notice of waiver of notice of such meeting.
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3.11 3.11 Quorum. One-half (1/2) of the Directors then in officeserving a current term on
the Board shall constitute a quorum of the Board for the transaction of business at any meeting of the
Board except as otherwise provided by Chapter 181 of the laws of the State of Wisconsin, the Articles of
Incorporation, or these Bylaws. A majority of Directors present (though less than a quorum) may
adjourn the meeting without further notice.
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3.12
3.12 Manner of Acting. At each meeting of the Board, each Director shall be entitled to
cast one
(1) vote on all matters presented to the Board for its approval. The act of the majority of the Directors at
a meeting at which a quorum is present shall be the act of the Board, except to the extent that a greater
proportion is required by Chapter 181 of the laws of the State of Wisconsin, the Articles of Incorporation,
or these Bylaws. Voting by proxy shall not be permitted.
3.13 3.13 Informal Action by Directors. Any action which may be taken at a meeting of the
Board, or of any committee of the Board, also may be taken without a meeting if a consent in a writing,
(which includes a communication that is transmitted or received by electronic means), setting forth the
action so taken, shall be signed (which may be executed by an electronic signature) by two-thirds (2/3)
of the Directors or committee members, then serving, entitled to vote with respect to the subject
matter thereof, as the case may be. Any consent signed by the requisite number of Directors or
(where applicable) committee members shall have the
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same effect as a majority vote taken at a meeting at which a quorum was present, and may be stated as
such in any document filed with the Secretary of State or with anyone else.
3.14 3.14 Telephonic Meetings. Any action required or permitted by the Articles of
Incorporation, these Bylaws or Chapter 181 of the laws of the State of Wisconsin to be taken by
the Board or a committee of the Board at a meeting, or by resolution may be taken in a meeting
through the use of any means of communication by which: (a) all participating Directors may
simultaneously hear each other during the meeting; or (b) all communication during the meeting is
immediately transmitted to each participating Director and each participating Director is able to
immediately send messages to all other participating Directors.
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3.15
3.15
Compensation. No compensation shall be paid to any Director for
serving as a member of the Board, except that a Director may be reimbursed for expenses actually
incurred by such Director, which such expenses shall be documented in accordance with the written
policies and procedures of MCM, in carrying out any activity of MCM which is within the scope of
its purposes as set forth in Article I of these Bylaws.
3.16 3.16 Conflict of Interest. Members of the Board shall not conduct private business in
any manner which places them at a special advantage because of their association with MCM. In
providing advisement to MCM involving transactions of a nature which may be related to the business or
profession of a member, the quality and cost of services shall have a priority and be managed in an
objective and customarily competitive manner. In case of a clear conflict of interest, the member of the
Board will be excused from voting on an item so constituted. MCM shall establish and maintain a
“Conflicts of Interest” policy which the Directors shall acknowledge and abide.
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ARTICLE IV-A
Officers of the
Board of
Directors
4A.1 Officers. The principal officers of the Board of Directors of MCM shall be the
chairperson (the “Chairperson”), vice chairperson, secretary, treasurer, and one or more officers-at-large
as elected by the Board. The Board of Directors may also create additional officers by resolution (each,
an “Officer”). OnlyOther than the President and Chief Executive Officer, only current Directors of MCM
may serve as Officers of MCM. Any two (2) or more offices may be held by the same person, except
for the offices of Chairperson and secretary, and Chairperson and vice chairperson. Article IV-B shall
govern the hiring, evaluation, removal and duties of the President and Chief Executive Officer.
4A.2
Officers’ Terms. Officers shall be elected for a term of one (1)
year, except the Chairperson whose term is two (2) years. Officers shall be elected by a majority vote of
the Board during the thirdfourth fiscal quarter of MCM, from the slate recommended by the Nominating
and Governance Committee, which shall be submitted at least thirty (30) days in advance, plus other
nominees presented in conformance with these Bylaws and/or standard parliamentary procedure.
Officers will take office the following meeting of the Board, and shall hold office until their successors
shall be elected and qualified. Any officer may serve consecutive terms in the same office.
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AdoptedbytheBoardofDirectorsMarch20,2012
Page 15 of 46
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4A.3
Resignation or Removal.
Any Officer may resign
at any time by filing a written resignation with the secretary of MCM. Any Officer may be removed
with or without cause by the vote of two-thirds (2/3) of the Directors then in office.
4A.4 Duties of Officers.
A.
A.
The Chairperson shall call and preside when present at all meetings of
the Board and Executive Committee and shall be the principal officer of MCM,
subject to the control of the Board. The Chairperson is to assure the integrity of
the Board process including effectiveness of meetings and the Board’s adherence
to its own rules.
The Chairperson succession, in cases of temporary
absence of the Chairperson, is the vice chairperson, the treasurer, and the
secretary. In the case of permanent absence of both the Chairperson and the
vice chairperson, the secretary shall conduct a special election for both positions.
B.
B.
The vice chairperson shall act in the absence of the Chairperson.
He/she shall oversee the consistent operation of the staff and Board
monitoring processes. The vice chairperson elected on the second year of
current Chairperson’s tenure shall become the next Chairperson.
C.
C.
The secretary shall oversee the recording of the minutes of the Board and
Executive Committee meetings and shall assume general responsibility for the
records of MCM. The secretary, by affixing his/her signature, shall attest
formally to the legitimacy of Board documents. The secretary also is responsible
to monitor inconsistencies of Board actions.
D.
D.
The treasurer shall have general responsibility for MCM’s funds and
accounts subject to the order of the Board, and shall ensure that the accounting
records are audited or reviewed annually by a certified public accountant. The
treasurer is to perform duties in connection with finances of MCM as may be
required by the Board.
Duties of the treasurer will neither lessen nor
add to the President and Chief Executive Director’sOfficer’s accountability to
(and only to) the Board policies on fiscal conditions and budgeting.
ARTICLE IV-B
Staff
4B.1 President and Chief Executive Director. Officer. The Board shall hire, establish
and maintain performance criteria and evaluate the President and Chief Executive DirectorOfficer of
MCM, who shall be responsible for the chief administrative responsibilities of MCM. and shall
report to the Board of Directors. The President and Chief Executive DirectorOfficer is an at-will
employee, and can be removed with or without cause by a majority vote of the Board, in accordance with
applicable Wisconsin and federal law.
4B.2 Staff. All employees of MCM are at-will employees, who can be removed
with or without cause, in accordance with any applicable Wisconsin or federal law. The President and
Chief Executive DirectorOfficer shall report to the Board on the management of the staff of MCM.
4B.3 Equal Opportunity Employer. MCM is an equal opportunity employer, and
does not discriminate on the basis of race, color, religion, age, sex, sexual preference, or national origin,
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Page 16 of 46
Page 8 of 12
in hiring, promotion, firing, wages, testing, training, apprenticeship, and all other conditions of
employment.
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ARTICLE V
Committees
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5.1
5.1
Nominating and
Governance Committee. The Board shall at all times maintain a Nominating and Governance Committee
and annually appoint members and a chairperson of the Nominating and Governance Committee.
The Nominating Committee shall consist of at least three (3) Directors and shall be responsible for
the nomination of Officers and Directors.
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5.2
5.2 Standing Board Committees. Upon the recommendation of the Chairperson, the
Board shall establish such standing board committees and appoint such committee chairpersons as it shall
deem appropriate for the conduct of the business of MCM by a resolution adopted by the majority of the
Board. Each committee shall submit to the Board for approval in accordance with Section 3.12 or 3.13,
rules for its own membership and government not inconsistent with federal law, Chapter 181 of the
laws of the State of Wisconsin, these Bylaws or with rules adopted by the Board. Each standing board
committee shall have such duties and responsibilities as the Board may grant within such committee’s
governing rules. All standing board committees are subject to Board supervision and must be reestablished annually by a majority vote of the Board.
5.2
Ad Hoc Committees. The Board may, from time to time, appoint ad hoc committees,
and, at that time, specify such committee’s objectives.
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ARTICLE VI
Indemnification
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6.1 6.1 Indemnification for Successful Defense. Within 20 days after receipt of a written
request pursuant to Section 6.3, MCM shall indemnify a Director, Officer or employee, to the extent he or
she has been successful on the merits or otherwise in the defense proceeding, for all reasonable expenses
incurred in the proceeding if the Director, Officer or employee was a party solely because he or she is a
Director, Officer or employee of MCM.
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6.2 6.2 Other Indemnification.
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(A)
(A) In cases not included under Section 6.1, MCM shall indemnify a
Director, Officer or employee against all liabilities and expenses incurred
by the Director, Officer or employee in a proceeding to which the
Director, Officer or employee was a party because he or she is a
Director, Officer or employee of MCM, unless liability was incurred
because the Director, Officer or employee breached or failed to perform
a duty he or she owes to MCM and the breach or failure to perform
constitutes any of the following:
(1)
(1)
A willful failure to deal fairly with MCM in connection
with a matter in which the director or officer has a material
conflict of interest.
(2)
(2)
A violation of criminal law, unless the Director, Officer
or employee had reasonable cause to believe his or her conduct
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Page 17 of 46
Page 9 of 12
was lawful or not reasonable cause to believe his or her conduct
was unlawful.
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(B)
(3)
(3)
A transaction from which the Director, Officer or
employee derived an improper personal profit.
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(4)
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Willful misconduct.
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(B)
Determination of whether indemnification is required under this Section
shall be made pursuant to Section 6.5.
(C)
(C) The termination of a proceeding by judgment, order, settlement
or conviction, or upon a plea of no contest or an equivalent plea, does
not, by itself, create a presumption that indemnification of the
director or officer is not required under this Section.
6.3 6.3 Written Request. A Director, Officer or employee who seeks indemnification under
Sections
6.1 or 6.2 shall make a written request to MCM.
6.4 Nonduplication. MCM shall not indemnify a Director, Officer or employee under Section
6.1 or 6.2 to the extent the Director, Officer or employee has previously received indemnification or
allowance of expenses from any person, including MCM, in connection with the same proceeding.
However, the Director, Officer or employee has no duty to look to any other person for indemnification.
6.5 6.5 Determination of Right to Indemnification.
(A)
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(A) Unless otherwise provided by the Articles of Incorporation or by
written agreement between the Director, Officer or employee and
MCM, the Director, Officer or employee seeking indemnification under
Section 6.2 shall select one of the following means for determining his or
her right to indemnification:
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(1)
By a majority vote of a quorum of the
Board consisting of Directors not at the time parties to the
same or related proceedings.
If a quorum of the Board
consisting of disinterested Directors cannot be obtained, by a
majority vote of a committee duly appointed by the Board and
consisting solely of two (2) or more Directors not at the time
parties to the same or related proceedings. Directors who are
parties to the same or related proceedings may participate in
the designation of members of the committee.
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(2)
By independent legal counsel selected by a quorum of the
Board consisting of Directors not at the time parties to the
same or related proceedings or its committee in the manner
prescribed in subparagraph (1) or, if unable to obtain such a
quorum or committee, by a majority vote of the full
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Page 18 of 46
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Board, including Directors who are parties to the same or related
proceedings.
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(3)
(3)
By a panel of 3 arbitrators consisting of one arbitrator
selected by those Directors entitled under subparagraph (2)
to select independent legal counsel, one arbitrator selected
by the Director, Officer or employee seeking indemnification
and one arbitrator selected by the 2 arbitrators previously
selected.
(4)
(4)
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By a court under Section 6.9.
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Page 19 of 46
(5)
By any other method provided for in any additional right to
indemnification permitted under Section 6.8
(B)
(B) In any determination under subsection (A), the burden of proof
is on MCM to prove by clear and convincing evidence that
indemnification under Section 6.2 should not be allowed.
(C)
(C) A written determination as to a Director’s, Officer’s or
employee’s right to indemnification under Section 6.2 shall be
submitted to both MCM and the Director, Officer or employee
within sixty (60) days of the selection made under subsection (A).
(D)
(D) If it is determined that indemnification is required under
Section 6.2, MCM shall pay all liabilities and expenses not prohibited by
Section 6.4 within ten (10) days after receipt of the written
determination under subsection (C). MCM shall also pay all expenses
incurred by the Director, Officer or employee in the determination
process under subsection (A).
6.6 6.6 Advance Expenses. Within ten (10) days after receipt of a written request by a
Director, Officer or employee who is a party to a proceeding, MCM shall pay or reimburse his or her
reasonable expenses as incurred if the director or officer provides MCM with all of the following:
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(A)
(A) A written affirmation of his or her good faith belief that he or she
has not breached or failed to perform his or her duties to MCM.
(B)
(B) A written undertaking, executed personally or on his or her
behalf, to repay the allowance to the extent that it is ultimately
determined under Section 6.5 that indemnification under Section 6.2 is
not required and that indemnification is not ordered by a court under
Section 6.9(B)(2). The undertaking under this subsection shall be an
unlimited general obligation of the Director, Officer or employee and
may be accepted without reference to his or her ability to repay the
allowance. The undertaking may be secured or unsecured.
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6.7 6.7 Indemnification Under Wisconsin Statutes. To the extent indemnification is extended
under this Article to any Director, Officer or employee otherwise entitled to indemnification under
Wisconsin law, the indemnification provisions hereunder shall be secondary and subordinate to such
state indemnification and shall be administered in such a way as to avoid overlapping or duplication of
the costs of defense or payment of judgments.
6.8 6.8 Nonexclusivity.
(A)
(A) Except as provided in subsection (B), Sections 6.1, 6.2 and 6.6
do not preclude any additional right to indemnification or allowance
of expenses that a Director, Officer or employee may have under any of
the following:
(1)
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(1)
The Articles of Incorporation.
(2)
(2) A written agreement between the Director, Officer or employee
and MCM.
(3)
(3) A resolution of the Board.
(B)
(B)
Regardless of the existence of an additional right under
subsection (A), MCM shall not indemnify a Director, Officer or employee,
or permit a Director, Officer or employee to retain any allowance of expenses
unless it is determined by or on behalf of MCM that the Director, Officer
or employee did not breach or fail to perform a duty he or she owes to
MCM which constitutes conduct under Section 6.2(A). A Director,
Officer or employee who is a party to the same or related proceedings for
which indemnification or an allowance of expenses is sought may not
participate in a determination under this subsection.
(C)
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(1) As a witness in a proceeding to which he or she is not a party.
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(2)
(2) As a plaintiff or petitioner in a proceeding because he or she is or
was a Director, Officer or employee of MCM.
6.9 6.9 Court-Ordered Indemnification.
(A)
Except as provided otherwise by written agreement between the
Director, Officer or employee and MCM, a Director, Officer or employee who
is a party to a proceeding may apply for indemnification to the court
conducting the proceeding or to another court of competent jurisdiction.
Application may be made for an initial determination by the court under
Section 6.5(A)(4) or for review by the court of an adverse determination
under Sections 6.5(A)(1), (2), (3) or (5). After receipt of an application, the
court shall give any notice it considers necessary. After receipt of an
application, the court shall give any notice it considers necessary.
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(B)
(B)
The court shall order indemnification if it determines any of the
following:
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(1) That the Director, Officer or employee is entitled to
indemnification under Sections 6.1 or 6.2.
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(2) That the Director, Officer or employee is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances,
regardless of whether indemnification is required under Section 6.2.
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(C)
Sections 6.1 to 6.11 do not affect MCM’s power to pay or
reimburse expenses incurred by a Director, Officer or employee in any
of the following circumstances:
(A)
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(C)
If the court determines under subsection (B) that the Director, Officer or
employee is entitled to indemnification, MCM shall pay the Director’s,
Officer’s or employee’s expenses incurred to obtain the court-ordered
indemnification.
6.10 6.10 Indemnification of Employees or Agents. MCM may indemnify and allow
reasonable expenses of an employee or agent who is not a Director or Officer to the extent provided by
the Articles of Incorporation or Bylaws, by general or specific action of the Board or by contract.
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6.11 6.11 Insurance.
MCM may, upon resolution adopted by its Board, purchase
and maintain insurance on behalf of any person who is or was a director, officer, member, employee, or
agent of MCM serving at the request of MCM against any liability asserted against such person and
incurred by such person in any such capacity regardless of whether MCM is required or authorized to
indemnify or allow expenses to the individual against the same liability under Sections 6.1, 6.2, 6.8 and
6.9.
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ARTICLE VII
Contracts, Loans, Deposits
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7.1 7.1 Contracts. The Board must authorize any Officer or agent(s) to enter into any
contract or execute and deliver any instrument in the name of and on behalf of MCM as provided in
the financial policies and procedures of the Board, as adopted from time to time in accordance with
Section 3.12 or
3.13. Such authority may be general or confined to specific instances, except as otherwise provided for in
these Bylaws. Unless otherwise directed by resolution or policies of the Board, approved in accordance
with Section 3.12 or 3.13, or by law, all checks, drafts, notes, bond, bills of exchange and order for the
payment of money of MCM, and all deeds, mortgages, conveyances and other written contracts,
agreements and instruments to which MCM shall be a party, and all assignments or endorsements of stock
certificates, registered bonds, or other securities owned by MCM shall be signed by the chairperson and
by any one of the following officers who is a different person: vice chairperson, secretary or treasurer.
The Board may, however, delegate such authority, or may authorize any one of such officers, or one or
more other officers or agents to sign any of such instrument for and on behalf of MCM without necessity
of counter signature.
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7.2 7.2 Loans. No loans shall be contracted on behalf of MCM and no evidences of
indebtedness issued in its name unless authorized by or under the authority of a resolution of the Board,
approved in accordance with Section 3.12 or 3.13.
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7.3 7.3 Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money,
notes, or other evidences of indebtedness issued in the name of MCM shall be signed by such officer or
officers, agent or agents of MCM, and in such manner as shall from time to time be determined by or
under the authority of a resolution of the Board, approved in accordance with Section 3.12 or 3.13.
7.4 7.4 Deposits. All funds of MCM not otherwise employed shall be deposited from time to
time to the credit of MCM in such banks, trust companies, or other depositories as may be selected by
or under the authority of the Board, approved in accordance with Section 3.12 or 3.13.
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Page 22 of 46
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ARTICLE VIII
Amendments
Members of the Board may propose amendments, restatements and other modifications, from
time to time, to the Bylaws or adoption of new Bylaws, provided such amendments and Bylaws are
consistent with the requirements imposed upon organizations exempt from federal income tax under
Section 501(c)(3) of the Internal Revenue Code and its Regulations, as amended from time to time. Such
amendments, restatements, modifications or new Bylaws shall be approved in accordance with Section
3.12 or 3.13.
ARTICLE IX
Dissolution
MCM may be dissolved by a three-quarters (3/4) vote of the then current Directors. Upon
dissolution of MCM, the Board shall, after making provision for the payment of all the liabilities of
MCM, dispose of all of the assets of MCM in such manner or to such organization of or organizations
under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future
United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not
disposed of shall be disposed of by the Court of the County in which the principal office of MCM is then
located, exclusively for such purposes or to such organizations, as said Court shall determine, which are
organized and operated exclusively for such purposes.
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063956-0001\11024902.6
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Page 23 of 46
Exhibit C
Madison Children's Museum
Proposed Budget FY201516
FY 201516 7/1/15-
FY 201415
6/30/16
adjstd forecast
FY 201314
7/1/136/30/14
FY 201312
7/1/12-
6/30/13
INCOME
Endowment
211,000
207,000
190,548
174,261
Contributions & Grants (non-event)*
434,000
452,526
419,367
688,283
375,000
388,435
327,512
300,196
Spring Scramble
45,000
43,200
31,219
45,437
WonderBall
75,000
72,000
71,655
84,217
Teas & Trains
25,000
13,250
18,459
16,630
520,000
1,165,000 $
516,885
1,176,411 $
448,846
1,058,761 $
Fundraising Events, net of expenses:
AGBS**
Total Net Fundraising Events
Total Contributed Revenue
$
446,480
1,309,023
Earned Revenue
Admissions
508,000
485,000
446,183
Group Visits
26,000
24,000
27,468
517,311
0
Memberships
405,000
380,000
383,749
403,490
Parties & Facility Rentals
220,000
200,000
195,092
109,221
Program Activities
90,000
88,500
83,704
82,662
Gift Counter (net)
14,000
12,500
11,025
28,500
1,218,500 $
116,105
1,263,325 $
180,199
1,306,186
13,303
Other (Rent, Parking, etc.)
Total Earned Revenue
$
15,000
1,278,000 $
TOTAL INCOME
$
2,443,000 $
2,394,911 $
2,322,086 $
2,615,209
1,653,000
1,781,000
1,670,374
1,455,964
Occupancy (incl. interest)
248,000
308,000
333,382
364,782
Materials & Supplies
168,000
158,000
216,005
140,102
Services & Fees
307,000
307,000
402,468
402,970
EXPENSES
Personnel
Financial Fees
TOTAL CASH EXPENSES
NET INCOME OR (LOSS)
NMTC principal payment due 7/1/15
Other principal payments
Kresge Challenge Fund deposits
Net Cash In/(Out)
31,000
2,407,000 $
$
36,000
(9,210)
(26,753)
37
$
30,532
2,584,532 $
31,702
2,653,932 $
66,345
2,430,164
(189,621) $
(331,845) $
185,045
0
(9,210)
(26,753)
(225,584)
* Removed $1,125,000 of Keystone pledges for debt reduction to show consistency among years.
** Inventory donation is only booked on 6/30; added $380,000 to make comparable to prior years.
5/20/2015 12:57 PM
Page 24 of 46
Exhibit C
Madison Children’s Museum 2015‐16 Budget Narrative For Finance Committee Approval in May 2015 OVERALL OBJECTIVES: As in the current fiscal year, our budget was prepared to be cash neutral. Therefore, the effects of depreciation are disregarded and required capital payments are included. This budget was designed to be representative of the reality facing the museum, and to make tough choices prior to its implementation. We expect this budget to be obtainable. CAPITAL IMPROVEMENTS, THIRD FLOOR AND BACK LOT PLANS: Due to the need of a comprehensive capital campaign to fund these initiatives, these items have not been included in the fiscal 15‐16 budget. $42,000 of restricted cash remains on hand to fund ramp up costs. REVENUE HIGHLIGHTS: Endowment is expected to increase a modest 2%. Contributions and grants are budgeted to be flat, compared to current year revenue on an annualized basis. We expect that the addition of our new development director will cause this number to increase over time, but due to the relationship building nature of the position, are budgeting conservatively to allow that process to happen. A stretch goal above this will be defined. Fundraising Events are expected to remain consistent with two exceptions: we do not think the level of doll contributions currently received will allow the past exceptional year to be repeated this year. We expect a more modest but still successful sale. Additionally, looking at the net funds raised from Tea & Trains, it was determined we need to add additional sponsors in order to make the event more profitable. An additional $10,000 of sponsorships has been included for that event. Admissions are estimated to be at $2.42/visitor with 210,000 visitors. This is about a 5% increase from anticipated 2014‐15 visitation of 200,000. Membership revenue is also estimated to increase 5% over current year projected levels. Parties & facility rentals are not yet at capacity. We project a 9% increase over this year’s budget, by offering discounted prices for off season events. We have also restructured the birthday party offerings to allow more parties to happen each weekend at a more affordable price. Page 25 of 46
Program activities and the gift counter are estimated to remain level. We have better reporting capabilities for inventory and profit now that we have added Altru, and will be able to have better projections going forward. Other revenue no longer includes parking revenue and consists mainly of rent from the Roman Candle. EXPENSE HIGHLIGHTS: Personnel costs will decrease significantly as we look to streamline processes and cut back where needed. These savings will be realized by reduction of approximately 2 staff positions, plus reduced hours on the floor and for events, as we look to higher utilization of volunteers for assistance in these areas. This line item also includes a 2% cost of living increase for staff members who have been here more than a year. Benefit expenses have not changed. Occupancy costs have decreased overall due to interest savings on the NMTC loan, and increased cleaning costs which are countered by a staff reduction. Materials and Supplies will increase slightly. Services and Fees and Financial fees are expected to remain flat. CASH FLOW: Consistent with prior years, we expect to utilize the line of credit in March and potentially in June. Page 26 of 46
Exhibit D
Madison Children’s Museum Board of Directors
Monday, March 2, 2015
11:30 a.m. – 1:30 p.m.
Madison Children’s Museum
Minutes of the Board of Directors Meeting
A MEETING OF THE BOARD OF DIRECTORS OF MADISON CHILDREN’S MUSEUM, INC. (THE “MUSEUM”)
WAS HELD ON THE SECOND DAY OF MARCH, 2015 AT THE OFFICES OF MADISON CHILDREN’S MUSEUM,
100 NORTH HAMILTON STREET, MADISON, WI 53703.
Minutes of the Board of Directors meeting were taken by Kelley Rowe, MCM Registration and Administration Coordinator.
Chair Peggy Pyle acknowledged and certified a quorum with the presence of the following members:
Katie Kurtz, Bill DeAtley, T. J. Blitz, Lisa Lange, Mary Turke, Linda Slepica, John Sims, Steve Zanoni, José
Madera, Peggy Pyle, Toya Whitaker Johnson, Dan Millmann, Michelle Reddington, Adriana Mateus, Tim Heinrich,
Diane Ballweg, Jenny Krueger (telephonic), Tom Martorana (telephonic)
with the exception of the following who were absent:
Nathan Brinkman, Penelope Gialamas, James Laudon
The following staff and other persons were also present:
Deb Gilpin, Beth Doescher, Jonathan Zarov, Brenda Baker, Clint Walz, Kia Karlen, Sandra Bonnici-Hoecherl, Jessie
Starr, Kelley Rowe
The Chair called the meeting to order at 11:37 a.m., and certified due notice being given as to the meeting date, time, and
place.
The Chair presented the attached Agenda (Appendix 1) of the meeting, and alerted the board to the staff members present at
the meeting. If the board would like to discuss items privately, an executive session can be held.
There will be a motion at the end of the meeting to vote on the resolutions.
WELCOME Peggy Pyle welcomed the present board members and staff, and introduced Deb Gilpin as the first presenter.
DIRECTOR’S DASHBOARD AND MUSEUM FINANCIALS Deb presented the Director’s Dashboard and financial statements, as attached (Appendices A and B) and briefly recapped the
recent Finance Committee meeting (February 19, 2015.)
Several points were highlighted by board members and staff during the presentation, and Deb responded by clarifying the
relevant issues:



The museum’s year-to-date financial performance is an improvement over fiscal year 2013-2014; improving
attendance over the last few weeks has contributed to this success, and the upcoming Sustainability Sideshow
fundraiser (March 6, 2015) will provide additional support. At Peggy’s request, Deb pointed out the attendance goal
for the current fiscal year, and stated that the aforementioned attendance increase should make this goal attainable.
Preliminary fundraising for upcoming construction and development projects (e.g. back lot construction) has been
encouraging; Deb highlighted recent donations earmarked for the Funkyard.
Deb acknowledged the board’s desire to see grants and contributions enumerated separately in the museum’s
financial data, and clarified that “grants” would include any funding for which the museum must apply to a third
party.
Deb ended her presentation with a call for questions. No further issues were raised, and Deb introduced Lisa Lange’s
Nominating and Governance Committee presentation.
Page 27 of 46
11:30 a.m. – 1:30 p.m.
NOMINATING AND GOVERNANCE UPDATE
Lisa introduced three board governance topics to be presented and discussed, including: recruitment of prospective board
members; proposed changes to the board commitment letter; and proposed changes to the board by-laws, with respect to
member terms and tenure, and Deb’s official title. Lisa stated that proposed changes would only be introduced at this
meeting; if deemed appropriate, formal resolutions will be voted upon in May, 2015.
Board members were presented with a copy of the proposed board commitment letter and a list of prospective board
members (Appendices C.1 and C.2) which were referenced during the presentation as attached.
Lisa mentioned that board members will be asked to contribute a list of prospective candidates for board membership, and to
review the current list of candidates, and provide feedback. The Nominating and Governance Committee request that board
members give special consideration to candidates in the fields of accounting, education, science, construction, and healthcare,
and to candidates that would improve board diversity.
In reference to board commitments, Peggy underscored the importance of board members contributing adequate time and
effort to museum and board projects, and stated that the board may require greater individual commitments and longer formal
commitments going forward, to ensure that museum and board needs are met. Peggy added that the board commitment
process may need to be reevaluated to encourage board members to commit to projects that suit their interests and
competencies while also allowing members to be assigned specific projects or tasks, as needed.
Proposed changes to the board by-laws were summarized (full text attached as Appendix C.3) including: lengthened threeterm limit for board membership; synchronization of the board calendar with the museum’s fiscal year calendar, i.e.
nomination and member appointment deadlines would be changed, to allow member terms to start on July 1st; formal
adoption of “President and Chief Executive Officer” in place of “Executive Director”; acceptance of electronic signatures for
consent agenda resolutions.
Lisa reiterated that in light of the proposed term-limit extension, and the amended commitment letter, it is essential that
prospective and current board members understand the full extent of their board commitments, and any expectations of their
level of engagement, before committing to additional terms or projects. Lisa and Deb requested that board members whose
second term will end in 2015 consider the option to renew their membership for a third term, and then communicate their
intentions to Peggy, Deb, or Lisa.
In response to Deb’s call for questions, the board discussed several issues raised by the presentation:

Bill DeAtley expressed concern that extending member term limits may make it harder to recruit new members, and
will not help the museum in its previously stated goal of reducing the size of the board. Dan Millmann responded
that this problem could be solved by stipulating that members cannot renew their membership for a third term unless
invited to do so.

Board members discussed new member recruitment generally. Deb clarified that the number of new members
recruited will depend on the number of current board members who rotate off in 2015. Several members expressed
their support for Jeanne Vander Ploeg’s candidacy, and requested more information about Jennifer Weigand, and
what field she would represent as a board member. There was general consensus that improving board diversity
should be prioritized.
STRATEGIC PLAN Adriana Mateus gave a short presentation of the final draft of the museum’s “Mission, Vision, and Values,” as attached
(Exhibit B) and highlighted key changes, including increased emphasis on “sustainability,” “inclusiveness,” “risk,” and
“learning.” Adriana reiterated that very careful consideration has gone into the wording and content of each section.
Board members briefly discussed the use of the word “risk,” and the risks associated with its use. Brenda Baker responded
that understanding risk is an important component of learning and growth, and Kia Karlen added that incremental risk-taking
teaches children how to approach risk responsibly. Deb agreed, and referenced recent literature that emphasizes the
importance of risk in early childhood learning. In response to board members’ suggestion that perhaps the word “safety”
could be added to offset “risk,” staff responded that safety is implied by the other stated values.
Page 28 of 46
11:30 a.m. – 1:30 p.m.
Deb and Jonathan Zarov defended the relatively long list of values by reminding board members of the museum’s long
history and wealth of experience. The museum’s ability to approach controversial topics confidently is an indication of
expertise and comprehensive competence; with appropriate framing this could be considered a marketing asset. Deb added
that the museum’s history should be considered relevant to the museum’s onboarding procedure, to ensure the museum’s
heritage is transmitted and accessible to new staff.
Deb delivered the Strategic Plan presentation (“2020Vision,” Appendix D) and official matrix (Exhibit A) as attached.
Special attention was paid to facilities during the Strengths, Weakness, Opportunities, and Threats portion of the
presentation; Deb reiterated that the structural integrity of the back lot, and opportunities for future development of that
space, are being researched, and that more detailed plans are still under development. Despite this uncertainty, the museum
has already applied to the city for a zoning change (i.e. from parking to other use) and Brenda is confident that the application
will be approved.
Deb briefly highlighted the museum’s desire to remain responsive to future demographic changes in the local community.
Economic shifts may impact the museum’s financial strategies, especially with respect to contributions and earned revenue.
Deb reviewed the four executive goals, in detail, as attached, and highlighted several key points, including: the importance of
the public perception of change; the significance of the Access, Diversity, and Inclusion initiative to museum and board
diversity; the need for careful consideration of and consensus on future development campaigns, especially with respect to
third floor and back lot development; improving efficiency by using larger Strategic Plan procedures as opportunities to
evaluate and solve smaller problems.
In the context of the Strategic Plan matrix, board members were reminded that the presentation was a general overview, and
that a detailed schedule of goals could be found in the attached documents.
The board discussed several issues raised by the presentation:

In response to board interest, Deb state that Access for Everyone attendance is included in the museum’s overall goal
of 220,000 visitors for fiscal year 2014-2015; Jonathan added that AFE attendance should account for 15% of
overall attendance.

Jonathan updated the board on the museum’s continued efforts to secure a liquor license; Katie Kurtz stated that she
may be able to assist the museum in getting a meeting with Kris Taylor. Jonathan stated that securing a liquor license
will expedite the facility rental process for clients.

Board members expressed a desire for a formal reporting system to evaluate progress on Strategic Plan goals. Deb
responded by referencing a quarterly progress report that the museum used to produce, and suggesting that this
system might be re-implemented by asking each department to determine its five most significant metrics, and report
on them each quarter. Clint Walz added that the museum might enforce a system of trickle-down accountability
through annual individual plans and regular status updates; board members and staff added that check-ins could be
quarterly or semi-annual. Peggy expressed interest in a Strategic Plan Dashboard that would utilize the current redyellow-green metric reporting system, and Deb added that the Executive Committee could add reviewing Strategic
Plan reports to their board duties.

The board expressed interest in surveying members for feedback on the museum; Linda Slepica requested
testimonials from children specifically.

The role of board members as museum “ambassadors” was discussed. Board members expressed a desire for
guidelines on how to promote the museum, perhaps in the form of an information sheet that condenses the museum’s
goals, achievements, and awards.
OTHER BUSINESS Deb mentioned the museum’s upcoming millionth visitor promotion, and acknowledged the contributions of museum staff to
this important benchmark. In response to board interest, it was clarified that the promotion marks the millionth visitor to the
museum’s current building.
Page 29 of 46
11:30 a.m. – 1:30 p.m.
RESOLUTIONS Peggy Pyle listed the Resolutions requiring approval:
Approval of the Strategic Plan
Approval of the Mission, Vision, and Values
Approval of the minutes from the December 9, 2014 meeting of the Board of Directors
There were no questions; motions to approve were duly made and seconded for each resolution. The motions were passed by
unanimous decision.
Motion
The following Resolution of the Board of Directors was duly passed by a vote of the Board:
RESOLVED, that the Board of Directors of the Madison Children’s Museum, Inc. (the “Museum”), a Wisconsin non-stock
non-profit corporation, hereby approved, adopted, and implemented the museum’s Strategic Plan overview and timeline, as
presented and attached as Exhibit A.
Motion
non-profit corporation, hereby approved and adopted the language of the museum’s “Mission, Vision, and Values,” as
presented and attached as Exhibit B.
Motion
non-profit corporation, hereby approved the minutes of the December 9, 2014 meeting of the full Board of Directors of the
Madison Children’s Museum, attached as Exhibit C.
EXECUTIVE SESSION & ADJOURNMENT Museum staff exited the room to allow the board to conduct an executive session at 1:15 p.m.
There being no further business, the meeting was adjourned at 1:30 p.m.
Page 30 of 46
Appendix A
Page 31 of 46
MadisonChildren’sMuseum‐BoardNominating&GovernanceCommittee
BoardCandidateBios
May2015
Jeanne Vander Ploeg Community Volunteer I grew up in West Bend and after 30 years on the West Coast, moved back to Madison in 2012. I left my WI roots to attend Stanford University, then back to Chicago for my MBA at Northwestern. After several moves (Denver and Seattle) I settled in the San Francisco Bay area. Professionally I was a commercial construction lender for a money‐center bank, but when my children were born I chose to stay home with them full‐time. As they grew, I home‐schooled all three for a year, taught high school Economics and AP Macro Economics, pursued a fine art and documentary photography passion and most currently am learning about grant writing for our own Madison Children’s Museum. While in California, I was also very active in fundraising for Stanford University, my daughters’ alma mater as well. I was the Chair of the Parent Advisory Board, Co‐
Chair of the Parent Effort for the Annual Fund, member of the Major Gift Committee for the most recent Capital Campaign, a member of the Steering Committee for the San Francisco Marketing part of that Campaign and was a member of the Advisory Board for the Stanford Humanities Center. My oldest daughter, Sarah 31, is married and after working in a national management‐consulting firm for two years, left that world, ‘re‐tooled’ and now teaches 7th grade US History in Fairfax County, VA. She also serves as the Learning Challenges Coach for struggling students and designs and implements the Continuing Education for her fellow teachers at her middle school. Her real claim to fame, however, is that she is the mother of my GRANDSON, Oscar, now 2 years old. Nico, Sarah’s husband is an economic policy analyst for the Federal Government and they live in McLean, VA. Kate, is 29 and was married this last summer. She had been a Kindergarten teacher at a progressive school in Palo Alto, CA, for the last 5 years, but last year decided she wanted to be more individually focused on young students and so now is perusing a Masters in Family Therapy. She plans to start her own private consulting practice after her schooling is done. Scott, her husband, is a middle school coordinator at the same progressive school at which Kate worked. Anne, 27, lives and works in San Francisco at a startup called Skillz, a company that monetizes mobile skill‐based gaming. She does marketing for them and because I am old that is all I know about it, other than they work in a large single room with a ‘portal’ (ie. Live feed) to their Boston headquarters and that the founders are 32 years old! Welcome to Silicon Valley! The girls and I spent many summers in WI with family, so Madison seemed like a great spot to transition. I actually enjoy the changes in seasons and even the winters (mostly!). Madison’s sense of community engagement, outdoor focus, and exposure to the world beyond is wonderfully stimulating. I love to golf, hike, kayak, paddleboard, cycle, ski, snowshoe and run. So all that being said, I love being here! David Stockwell, CPA, CMA, CGMA Chief Financial Officer ‐ Therma‐Stor LLC David has over 20 years of financial management experience from organizations spanning “Big 5” public accounting to publicly and privately held companies. For the past 10 years David has served as the Chief Financial Officer of Therma‐Stor, a $65 million manufacturer of climate control equipment, and as the Vice President of Finance for Madison One Holdings, a $250 million holding company that Page 32 of 46
BoardCandidateBios
May2015
owns Therma‐Stor. In these roles David not only serves as a leader of Finance and Accounting but also as the leader of Human Resources and Information Technology for Therma‐Stor. David’s background includes being an Audit Manager at Arthur Andersen and holding various management positions at Alliant Energy, a $3 billion energy services firm, where he led the Sarbanes Oxley and corporate Financial Planning functions in addition to other leadership roles. In addition to his professional background David is a member of Executive Agenda, has previously served as the Treasurer of Seminole Pool and Tennis Association, as a Director at Applied Tech, and volunteered for several organizations including the Madison Children’s Museum. David earned a B.B.A degree in Accounting and Marketing from the University of Wisconsin‐Madison. He is a Certified Public Accountant, Certified Management Accountant, and is a Chartered Global Management Accountant. David resides in Fitchburg with his wife, Rebecca, and two teenage sons, Noah and Elliot. In addition to having been patrons of the museum they have also been volunteers for the Museum, Olbrich Gardens, and other charitable organizations as well. Joan L. Ershler Program Director, Waisman Early Childhood Program University of Wisconsin‐Madison Expert on early childhood development and education, services to young children with special needs. Heather Davis, MCM Early childhood Manager worked with her. She is passionate about the needs of children first, designing spaces that provide rich experiences for all children regardless of abilities, and has a strong network of children’s organizations and resources regionally and nationally. http://www.waisman.wisc.edu/wecp [email protected], 608‐262‐4718 (work) Gloria Ladson‐Billings Educator, Kellner Family Chair in Urban Education University of Wisconsin‐Madison Gloria J. Ladson‐Billings is an American pedagogical theorist and teacher educator on the faculty of the University of Wisconsin–
Madison School of Education and researcher at the Wisconsin Center for Education Research. She is currently Assistant Vice Chancellor of Academic Affairs. Ladson‐Billings is known for her groundbreaking work in the fields of Culturally Relevant Pedagogy and Critical Race Theory. Ladson‐Billings work The Dreamkeepers: Successful Teachers of African‐
American Children is a significant text in the field of education. She was born in Philadelphia, Pa., and was educated in the Philadelphia public school system. Ladson‐
Billings was the president of the American Educational Research Association (AERA) in Page 33 of 46
BoardCandidateBios
May2015
2005. During the 2005 AERA annual meeting in San Francisco, Ladson‐Billings delivered her presidential address, "From the Achievement Gap to the Education Debt: Understanding Achievement in U.S. Schools," in which she outlined what she called the "education debt", highlighting the combination of historical, moral, socio‐political, and economic factors that have disproportionately affected African‐American, Latino, Asian, and other non‐white students. Curriculum and Instruction (CI) Educational Policy Studies (EPS) Educational Leadership & Policy Analysis (ELPA) Office: 608/263‐1006 [email protected] Jane Doughty Community Volunteer Spouse: David Wood Children: Alex, Zach I grew up in Minnesota, did my undergraduate work at New Mexico Tech, worked at IBM in CA for 5 years and then returned to school to get my Master's Degree in Computer Science from UC Berkeley. After graduation I worked at a small computer company and then left in 1984 to start up a new company, Sybase with 3 former employees. In 1989, my first son was born, my husband got his PhD and a new job in Madison, WI and I retired! I enjoy x‐c skiing, snowshoeing, biking, reading, and quilting. I especially enjoy traveling. MCM Board History: 1996 – 2001, 2006 – 2012 MCMFoundation Board Member 2012‐current Committee Service: Finance, Public Programs, Madison Children's Museum
Directors Dashboard, January 2015
April
Appendix B
Page 34 of 46
On Track! within 5%
Watch >5% other concerns
FYTD Actual
FYTD Goal
Last FYTD
Stat
Financial
us
Act >5% 2 months or more or
other concerns: REQUIRES
ACTION REPORT
Notes
Bottom Line: Net Surplus/(Deficit)
$
84,932
$ 210,033
$ (287,787)
see Action Report
Total Income
$
932,544
$ 1,014,742
$
957,870
8% below budget
Total Expenses
$
1,683,774
$ 1,749,717
$ 1,595,461
4% below budget
Total Earned Revenue
Total Contributions
$
$
932,544
1,070,206
$ 1,014,742
$ 1,167,935
$
$
8% below budget
8% below budget
957,870
916,745
American Girl Sale (net) $
573,896
$
531,309
$
502,815
WonderBall (gross) $
129,815
$
190,000
$
123,186
Tea & Trains (gross) $
25,563
$
33,000
$
28,312
Spring Scramble (gross) $
24,500
$
21,100
$
18,825
Grants and Contributions $
316,432
$
392,526
$
243,607
Total Operating Cash on Hand
$
150,290
$
Debt funding needed
$
857,388
$
FYTD Actual
Customers and Services
# Visitation
$ Visitation Income
# Programs Presented
# Program Attendees
# Members New+Renew
$ Members New+Renew
Facility Rental Income
Operations
Incident / Accidents
# Volun/terns hours (not incl AGBS)
$
$
$
175,000 $
-
(36,459)
$ 1,198,869
FYTD Goal 160,850
419,950 $
750
29,159
4,500
138,792
348,491
300,990
114,627
333,000
120,001
311,951
107,473
Actual
$
$
4,551
Goal
0
10,029
Net of $42k resctricted +
$94LOC. Endowment was
recvs 3/31. LOC was paid off
April.
NMTC, net of Keystone
pledges, sinking fund balance,
and B note
Last FYTD
145,796
397,704 $
771
28,120
4,267
$
$
15% off budget (does not
include restricted gifts/pledges)
Notes
8% off budget
5%
5%
10% off budget
Notes
0
meeting
expectation
12,400
Intern definition changed, see
Oct 2014.
Action Reports
Bottom Line: Expenses
Bottom Line: Income
All upgrades or equipment purchases are deferred as possible.
Delaying hiring several positions.
Converted Vol coord from a paid position to Volunteer position, and we are
defining new Volunteer positions
review prior year donors (lybunt) and personally contact/solicit all $250 or
higher, by end of May.
Page 35 of 46
Appendix C
Development Committee Meeting Minutes
March 24, 2015
Present: Revere Greist, Peggy Pyle, José Madera, Linda Slepica, Valerie Kazamias, John Sims
Staff Present: Clint Walz
Absent: Diane Ballweg, Nathan Brinkman, Ben Brunette, Eve Galanter, Deb Gilpin, Jenny
Krueger, Pete Schwieger, Carol Rosenstock Patricia Wheeler,
Action Items
• Committee requests Dashboard template for May 11 meeting.
o Valerie will contact Elizabeth Tucker to provide sample template.
o Committee will establish committee goals looking ahead to FY16. Together the
committee will create measurable metrics for committee members.
o MCM Development will assign contact responsibilities to committee members.
• Valerie agreed to seek feedback from the Madison Club about MCM’s declined proposal.
• Full committee to share Spring Scramble and Wonder Ball sponsorship opportunities
with potential sponsors.
• Peggy will schedule meeting with Loren Mortenson
• Revere will ask Carla Alvarado, Carol McKinney and Tom & Karen Ragatz for a tour /
coffee with Deb.
• Revere will talk to Nick Gansner about Rare’s interest in participating in Wonder Ball as
a featured chef.
• Peggy will continue to work on confirming Wonder Ball chefs
• José to schedule meeting with Linda, John, Valerie and Peggy about MCM community
award event.
• Full committee to review Development Director portfolio, and note connections with
existing donors to help new Development Director make connections quickly.
• Full committee to share the Development Director position description with qualified
applicants.
John Sims raised the topic of establishing formalized committee fundraising goals as part of
MCM budget and a dashboard for members to track assignments and progress to goals.
Suggested metrics include introductions made, donors solicited, revenue raised and committee
progress to goal. Valerie suggested modeling the dashboard after MMOCA model, and agreed to
reach out to Elizabeth Tucker to forward to Clint.
Clint informed the committee they were not selected as the 2015 gala recipient. Valerie informed
the group that the Simpson Street Press was the organization awarded. Valerie suggested that
Page 36 of 46
MCM was not a good fit for the Club’s giving priorities (more associated with social equality
and justice). The committee asked Valerie to ask for feedback about our proposal and how it
could be strengthened next year.
The committee reviewed the minutes from January 11. José had a question about his action item
to convene a meeting to discuss a Community Award Luncheon Event. José was unable to attend
the meeting and was not aware it was a responsibility for him to attend to.
[ABOUT THE COMMUNITY EVENT FROM 11/14 DEVCOM MEETING: Valerie and John
said that the event should not be in winter, should not have a speaker, and should not be charged
for. John mentioned the need to keep people talking about their history of the museum and why
they’re involved. Nathan circled back to the community award idea, with Corporate Sponsors
which would highlight what we’re able to do on an annual level. Also to have the community
vote for the award and drive awareness of others in the community that we should be involved
with.]
Spring Scramble (May 18th at Maple Bluff CC) is ahead of goal, with $41,500 raised against a
$47,500 goal with two months to go. Only 8 foursomes remain, so Development Committee
members are asked to get the word out to potential golfers.
Foursomes are available for $1,000. The format for the happy hour / dinner has changed, with
heavy hors d’oeuvres instead of a meal, no formal presentation and fewer live auction items. The
Committee recommended having the auction in advance of the shotgun start, when the audience
was captive in their carts.
Peggy provided an update on Wonder Ball progress. The chefs are still in flux. Dan Fox has yet
to submit a bid, and Tory Miller, Tammy Lax, Lombardinos, and Food Fight have not returned
calls. John was in contact with Yelp for their help in promoting the event, but Corey Dane, the
Community Manager, has recently moved to Chicago.
Wonder Ball will have a Cuban / Havana feel, although it’s still coming together. Sponsor
mailing will be going out by April 1. Valerie suggested contacting Maple Bluff, who is planning
a Cuban Dinner for the Rotary, and might be interested in playing a role in Wonder Ball.
Madison Club chef, Andrew Wilson would be another option. John suggested reaching out to Jen
DeBolt, the partner of Co-owner Tami Lax. The new Rare Steakhouse is another option, and
Revere agreed to talk to Nick Gansner about inviting them to get involved.
The initial Wonder Ball sponsorship mailing is expected to mail in the next 10 days. Clint asked
the full committee to again share the opportunity with potential sponsors as they see fit.
Clint updated the committee on the Access for Everyone campaign, which kicked off on March
21st. A 3,800 direct mail appeal will be in mailboxes by March 28th, and a second 1,100 mailing
Page 37 of 46
is scheduled for late April. Roman Candle has continued their involvement this year, and MCM
and the Roman Candle have introduced a coloring contest which includes prizes at each
restaurant and at MCM based on staff favorites in 3 age categories.
Clint asked the committee to review the portfolio for the Director of Development and respond
with their initials next to those donors the committee member has a connection with or would be
willing to make that initial connection. MCM would like to help the new Director’s onboarding
to go as swiftly as possible, and an introduction from committee members would go a long way
in doing so.
Similarly, Clint noted that they should have received the position description for the Director of
Development position. Since many on the committee have worked with the Directors of other
organizations, please share the description with those who might be a good fit for the
organization.
Meeting adjourned at 1:25 PM.
Next meeting is scheduled for May 11, 2015 at the US Bank building on Capitol Square.
Page 38 of 46
EXECUTIVE COMMITTEE MINUTES
5.6.2015 – Madison Children’s Museum
Members Present: Tom Martorana, Jose Madera, Diane Ballweg, Katie Ryan Kurtz, Peggy Pyle
Absent: Adriana Mateus, Lisa Lange, Bill DeAtley, TJ Blitz
Staff Present: Deb Gilpin, Jessie Starr
Director’s Report
Facility Update
Site Issues
Gallery Night and Strut Festival put a lot of strain on the Funkyard and loading dock. A number of vehicles pulled
into loading dock and remained parked there. Loading dock dropped by 4 inches due to the weight of all of the
attendees of the Strut Festival on May 2nd. The drop is only noticeable from the lower level parking lot.
We secured funding for future Funkyard Festivals but after Labor Day, the Funkyard will be closed for good. Gas
line coming out by the loading dock on LL parking will need to be moved. MG&E will estimate the cost of moving
the gas line. Dry lines like sprinklers could also be at risk and may need to be moved.
The committee was concerned and asked how the museum can move forward; the museum will put up bollards to
prevent vehicles from using the loading dock. We will have to pay the city to reserve the street meters for future
events and vehicles. Senior staff and Deb talked about upcoming events and burden on the structure. We will keep
an attendance maximum on the Funkyard and all staff will help monitor the numbers. Summerpalooza will be staged
on the street. We will be blocking off the access doors and elevator so no one will be able to access the lower level
parking. We will keep one parking stall open on the upper parking deck for the museum van and access to the
garbage and recycling.
Capital Campaign
One of the bids for managing the development of the Backyard project is from Mike Huffman. Mike has worked on
the Madison Opera and the Bethel Israel Center buildings. Mike knows the building and has been very good to the
museum. Deb talked to him about developing a menu of the elements of the project so that a decision can be made.
Deb started to contract him out hourly for a period of 3 months and by then, we can move into the campaign and
fundraising for the project. Mike will get bids and line up the parties we need to get the bids.
Deb has spoken informally with the campaign company, the Steier Group. They will be able to do a feasibility study
of 20-40 people, getting the participants’ input about the project and level of support. The museum would bring the
individuals to do the study and the Steier Group would work to develop the script and work with the individuals.
McDonald Schaefer sent a proper bid to do a study. Deb would hope for 10-20 new individuals who we haven’t
considered before to be identified by the study. The process would take about 3 months and the report would be
generated. Price is per scope from 10K to 15K depending on how many people the group would interview. The
company would bring individuals up to speed and help them prepare before the formal ask from the organization.
Part of the feasibility is to determine possible leaders of the campaign. The committee would like to factor in the
amount we want to spend on the study with the amount we want to raise. Deb would like to go on the less expensive
side of the feasibility study.
The Development Committee would help advise on the process.
Financials
We are at a surplus of 85K which is below our goal. Deb asked museum staff to hold off on major expenses. The
museum is also saving on personnel by letting some staff positions leave by attrition and saving in salary due to the
salary of the new Development Director. Museum staff has begun targeting donors who have donated $250 or
Page 39 of 46
higher, longer than 6 months ago. Deb mentioned that Access members have been giving for larger amounts than
previously before. Spring Scramble is doing great and sponsorships and foursomes continue to come in.
The committee had questions on visitation since it ties into financials. The museum is open to visitors about 3000
hours a year but visitation is not going up. Is there a way that the museum can measure against the size of the market
versus the trends of last year? This could drive our marketing efforts. Could the 3rd floor attract a different
visitation? What should we expect? Are we at the top of our market? From what towns are people traveling to the
museum? How can we build expectations based on our average or maximum attendance? Museum staff will be able
to pull data from both Altru and VISTA for April since we converted which could help us access those numbers.
We’ve made good progress on diversity initiatives; we hope exposure will drive them to come back for future visits.
Budget
The plan is to get a draft of the budget to the finance committee on Monday, May 11th. On Wednesday morning,
May 20th the budget will be reviewed and be ready for the board meeting on May 26th.
Nomination and Governance Committee
We have 6 people rotating off the board. We have 5 possible candidates for the board:
o Jeanne Vander Ploeg
o Joan Erschler
o Jane Doughty
o Dave Stockwell
o Gloria Ladson-Billings
We could have a possible lead in the new CEO of St. Mary’s who want to get involved in the community. The
committee will go back to the candidates and confirm the slate and bring it to the board for the meeting on May
26th. Executive members will call those rotating off the board; Jose will reach out to Jon Sims and Nathan
Brinkman. Peggy will call Penny Gialamas, Toya Whitaker Johnson, and Tim Heinrich.
Diane thinks the strategic plan could use more data and would like to see numbers to state the impact to the
community. Maybe use the statistics from the snapshot card? The current strategic plan should be for board use
only. We can revamp the brochure for public use.
The Development Committee will decide what group to go with for the feasibility study and campaign consulting.
Deb thinks it would be August or September before we can anything concrete and before the board would vote on
the capital campaign. The amount would be between 5 to 10 million. Before the end of the summer, we will know
the real costs of the project. The ad-hoc campaign committee would be part of the development committee. Deb
thinks we need to roll the building debt into the capital campaign. Peggy thinks we should forget about Styer group
and go with McDonald Schaefer.
Page 40 of 46
Public Programs Committee Meeting
Tuesday, April 14, 2015, 8:30-9:30 a.m.
Minutes of Public Programs Committee Meeting
Present: Anne Arnesen, Amy Nickels, Jane Doughty, Andrew Landsman
Museum Staff: Brenda Baker, Kia Karlen, Sandra Bonnici-Hoecherl, Deb Gilpin, Jonathan Zarov
Absent: TJ Blitz, Jim Laudon, Joe Stadelman
Updates from the past month:
•
•
•
•
Joan Ershler will be joining the Board and the PP Committee. We will invite Joan to the
May PP committee meeting, and her Board term will begin in July.
Adriana Mateus is resigning from the Board and the PP Committee
The new version of the MCM Values documented was presented to the full Board at the
March Board meeting. The new version as well-received, and yielded a fruitful discussion
about the inclusion of “risk” as an MCM value in the new version. Thanks to the PP
committee for their thoughtful contributions and work on this document!
MCM’s Executive Committee met with project staff and architect Lou Host Jablonski on
April 7 to review plans for the development of the Back Lot and third floor expansion.
There is a great deal of excitement about the possibilities for these spaces, and also
concern about the fundraising goal needed to accomplish all phases of the project.
Upcoming exhibit changes:
•
•
The Funkyard is reopening for the season on April 15. There was a short delay in the sealing
and resurfacing work due to the snowstorms we had in late March.
Our Community Concourse Gallery will change in May, with the “Lessons from Penguins”
exhibit closing in early May and a new “Liberia at Play” exhibit opening in late May, with a
public opening at Free Family Night on June 3. MCM staff have been working with a local
community advisory group to plan the exhibition and opening celebration.
Exhibits and Education Master Plan process
Working in conjunction with the MCM Strategic Plan and the Back Lot/third floor capital
campaign plan, staff will be creating a 10 year Master Plan for exhibits and education
programming, temporarily slated to be presented at the September Board meeting.
Discussion centered around getting community input and buy-in for our plans and assessing
community need. Discussion included:
•
•
SurveyMonkey online survey to be widely distributed to stakeholders and community
organizations.
Scheduled focus groups to be facilitated at MCM and (possibly) community sites)
Page 41 of 46
•
•
Survey strategy to be developed for off-site community events, large MCM public events,
and by a new marketing “street team” to be deployed at large downtown events such as
the Saturday Farmers’ Market.
Coordinating these efforts with the new Access, Diversity and Inclusion (ADI) Committee to
ensure that all listening sessions and surveys include ADI considerations.
Next steps:
•
•
Staff team will draft a timeline and sample survey questions for community listening
sessions for summer 2015. This draft will be sent to the PP Committee for review prior to
the next committee meeting.
In preparation for Back Lot planning, committee members may be interested in an
upcoming workshop on design for nature-based play in schoolyards and parks, Friday, May
8 at Goodman Community Center (flier attached).
Next meeting: Tuesday, May 19, 8:30-9:30 am.
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Finance Committee Meeting
Thursday, May 14, 2015, 9:00-10:30 a.m.
CUNA Mutual
(5910 Mineral Point Road, Madison, WI 53705)
Minutes of Finance Committee Meeting
Present: Tom Martorana, Dan Millmann, Lisa Lange
Museum Staff: Beth Doescher, Jessie Starr
Phoned In: Mary Turke, Peggy Pyle
Absent: Bill DeAtley
March Financial Scorecard
Beth went over March’s numbers with the committee.
2015-2016 Budget
Revenue
Overall, the mixture of revenue has been consistent with the exceptions being the closure of
the parking lot and grants and contributions.
General admission/Visitation revenue is off budget from last year. The committee would like to
see a chart with the breakdown of the composition of visitation. The committee would like to
know what are the management actions that would deliver the results to drive up visitation?
Metrics the committee would like to see: income divided by number of visitors, with
access/free admissions separate from paid admissions. Staff transitions in the Group Visits
position have not grown the program as expected.
Membership revenue is lower than planned for March. Our new Membership Manager, Anna
January, started recently and Altru was implemented in April so there has been a delay in
timing of membership renewals. The committee asked about number of membership renewals
and Beth mentioned that the number is hard to tie down since there is a lag in renewals (due
to aforementioned reasons). In Altru memberships will expire at the end of the month which
pushes mailing up by a month. Peggy was curious if there was a way to do automatic
membership renewals in Altru, Beth will follow up with Anna to see if this is possible.
The committee would like to see numbers on new renewals vs. historic renewals to measure
the drop off in membership. Jonathan mentioned that development staff is looking into
converting members into donors and finding a way turn children on those memberships who
are aging out in volunteers for the museum.
Fundraising revenue is behind due to timing of the Spring Scramble sponsorships coming in
earlier than expected.
Rental revenue is under budget largely due to the closing of the parking lot and the loss of the
ability to rent the parking lot to facility rental clients.
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Expenses
In general, all expenses are at or below budget.
Staffing expenses are down due to delaying on hiring volunteer coordinator. Due to a
tremendous amount of staff turnover, organization knowledge may be being lost. The
committee asked to look at staff salaries. Is the museum competitive? The museum has a great
record of promoting from within but we have less diversity at that level. Some staff positions
were lost due to attrition so they have not been filled. At any time during the year, the
museum has one open staff position on average. The committee also wanted to make sure
that MCM staff was standardizing all procedures to make sure that turnover does not affect
work flow. Nicole Riewe is back from maternity leave and is processing gifts.
Maintenance expenses are down due to delaying on upgrades and maintenance on the
exhibits and the building.
Beth mentioned that a lot of resources have been in support of ADI initiatives. Are we
supporting these initiatives at a cost we can afford? In last year’s budget, a $10,000 grant
covered the Teen Workforce Development program, a grant that was only for 1 year. Beth also
mentioned the cost of LEED and wanted to make sure the efforts for sustainability are worth
the cost.
The committee was in agreement that we need to capitalize on revenue from development
while also agreeing that more rigor can be put on great ideas so that staff resources and
funding can be allocated to projects that line up with the core mission of the museum.
Marketing Plan
Jonathan Zarov was in attendance to go over the marketing plan to demonstrate to the
committee the department’s plan to support the budget. Topics covered were: visitation,
awareness, advertising, membership, and facility rentals.
Tom mentioned that there was a staff person at CUNA who would be willing to train and work
with MCM staff on cultivations and retention efforts to help target marketing efforts. Tom
passed the person’s contact information to Jonathan.
The committee also mentioned that their confidence in the financial numbers has increased,
due to Beth’s hard work!
Page 44 of 46
Finance Committee Meeting
Thursday, May 21, 2015, 10:00-10:30 a.m.
Telephonic Meeting
Minutes of Finance Committee Meeting
Present: Tom Martorana, Mary Turke, Lisa Lange, Peggy Pyle
Museum Staff: Beth Doescher, Jessie Starr, Deb Gilpin
Absent: Bill DeAtley, Dan Millman
OVERALL OBJECTIVES:
The numbers have changed since the budget was distributed last week.
As in the current fiscal year, our budget was prepared to be cash neutral. Therefore, the
effects of depreciation are disregarded and required capital payments are included.
This budget was designed to be representative of the reality facing the museum, and to make
tough choices prior to its implementation. We expect this budget to be obtainable and took a
conservative approach.
CAPITAL IMPROVEMENTS, THIRD FLOOR AND BACK LOT PLANS:
Due to the need of a comprehensive capital campaign to fund these initiatives, these items
have not been included in the fiscal 15-16 budget. $42,000 of restricted cash remains on hand
to fund ramp up costs.
REVENUE HIGHLIGHTS:
Endowment is expected to increase a modest 2%.
Contributions and grants are budgeted to be flat, compared to current year revenue on an
annualized basis. We expect that the addition of our new Director of Development, Dani
Luckett, will cause this number to increase over time, but due to the relationship building
nature of the position, are budgeting conservatively to allow that process to happen. A
stretch goal above this will be defined. The committee asked the museum staff to package
exhibit needs into something donors would want to fund.
Fundraising Events are expected to remain consistent with two exceptions: we do not think
the level of doll contributions currently received will allow the past exceptional year to be
repeated this year. We expect a more modest but still successful sale. We have gotten a dollar
amount, and we typically raise 3 to 4 times that amount. We could still see a surge in inventory
right before the sale and ticket sales for the event are selling at a solid rate. Additionally,
looking at the net funds raised from Tea & Trains, it was determined we need to add
Page 45 of 46
additional sponsors in order to make the event more profitable. An additional $10,000 (2,
$5000 sponsorships) of sponsorships has been included for that event. Deb will follow up with
Valerie Kazamias. Museum staff will provide the cost of hosting the event at the Madison Club.
No changes would be made to this year’s Tea & Trains but if the sponsorships are not secured,
there will have be changes to the event. Changes would take place in 2016.
Admissions are estimated to be at $2.42/visitor with 210,000 visitors. This is about a 5%
increase from anticipated 2014-15 visitation of 200,000.
Membership revenue is also estimated to increase 5% over current year projected levels. The
committee has a question about the $25,000 increase in membership revenue and how many
memberships that equates to. Beth said that number would equal 250 new memberships. The
committee commented on the significant reversal on some of the trends in the budget. How is
the trend being reversed? The committee wanted to get more information on the steps being
taken to reverse the trends. Deb mentioned that museum staff will be doing minimal things,
requiring little staff time, which will add value to the museum membership. Staff will offer
member only behind-the-scenes green tours.
Parties & facility rentals are not yet at capacity. We project a 9% increase over this year’s
budget, by offering discounted prices for off season events. We have also restructured the
birthday party offerings to allow more parties to happen each weekend at a more affordable
price. The committee asked about the differences in the numbers between expenses and
earned revenue. Tom wanted to know why some expenses don’t seem to be as conservative
as revenue. Beth explained that parties and facility rentals have ideas for marketing for
corporate parties and quinceañeras.
Program activities and the gift counter are estimated to remain level. We have better
reporting capabilities for inventory and profit now that we have added Altru, and will be able
to have better projections going forward.
Other revenue no longer includes parking revenue and consists mainly of rent from the Roman
Candle.
EXPENSE HIGHLIGHTS:
Personnel costs will decrease significantly as we look to streamline processes and cut back
where needed. These savings will be realized by reduction of approximately 2 staff positions,
plus reduced hours on the floor and for events, as we look to higher utilization of volunteers
for assistance in these areas. With the new Altru system, we have the ability to run analysis of
the slow times and periods of low admission and we can use that analysis to adjust staffing.
Staffing will also decrease due to the closing of the Funkyard. This line item also includes a 2%
cost of living increase for staff members who have been here more than a year. Benefit
expenses have not changed. The museum currently has 40-45 full-time employees.
Page 46 of 46
Occupancy costs have decreased overall due to interest savings on the NMTC loan, and
increased cleaning costs which are countered by a staff reduction.
Materials and Supplies will increase slightly.
Services and Fees and Financial fees are expected to remain flat.
The museum did receive a $10,000 in-kind gift from Demco which will be used for new facility
rental equipment.
CASH FLOW:
Consistent with prior years, we expect to utilize the line of credit in March and potentially in
June.
OTHER BUSINESS:
The committee commented on how responsible the budget is. Tom mentioned the marketing
update Jonathan Zarov presented at the previous Finance Committee meeting and stated that
marketing needs to be more targeted to increasing attendance. Marketing is considering
variable discounts on admission, perhaps during the slower months like September. The
Marketing Committee now has representatives from Great Wolf, Madison Mallards and
Brewer Stouffer from the Roman Candle.
With there being no further business, Lisa Lange made a motion to recommend passage of
the budget to the full board, as presented. Tom Martorana seconded. The motion to
recommend passage of the 2015-16 budget to the full board was approved unanimously.

Board of Directors Meeting Agenda

Transcription

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