FY19 - August Board Meeting Minutes
Minutes
Meeting of the Board of Directors
August meeting held Wednesday, September 5, 2018 - Textile Center Auditorium
Attendance:
Board: Amelia Allen, John Cairns, Richard Gilyard, Jeanne Hilpisch, Margaret Anderson Kelliher, Carol Mashuga, Larry McIntyre, Linda McShannock, Anupama Pasricha, Mariana Shulstad, Lisa Steinmann, Lance Radziej, and Ella Ramsey (on phone). (Absent: Maggie Dayton, Maggie Thompson)
Staff: Nancy Gross, Jenny Jones, Tracy Krumm and Karl Reichert
Guests: Renay Leone
Vice President Mariana Shulstad called the meeting to order at 6:05 PM.
The agenda was approved by motion made by Cyndi Kaye Meier, seconded by John Cairns, and passed.
Approval of July 18, 2018, meeting minutes (with minor corrections) was approved by motion by John Cairns and seconded by Carol Mashuga, and passed.
3300 University Ave. SE
Motion: Affirm Executive Committee's authorization for Executive Director Karl Reichert to sign Second Amendment to Purchase Agreement, motion made by John Cairns, seconded by Carol Mashuga, and passed.
Following extensive conversation, the Board reached a unanimous consensus on the following four steps regarding the acquisition of 3300 University Ave SE:
The Board also decided to not pursue a housing option with another developer at this time, especially since it would add another level of complexity to our process. We can pursue options once we have site control.
There was significant conversation about litigation, and while we want to avoid it (ideally finding a resolution with the Tierneys).
While the Second Amendment to the purchase agreement allows United Properties to terminate the agreement and reimburse our out-of-pocket costs up to $66,000, UP cannot do so until Monday, Oct. 8.
If Textile Center can get the full financing in place this month, it can move forward with closing before Oct. 8. However, attorney Renay Leone confirmed that United Properties will likely require Textile Center to indemnify it from legal action by the Tierneys as a condition of closing.
Margaret Anderson Kelliher opened the discussion last night with this question: “Why do we want to acquire 3300?” And John Cairns offered his answer at the end of the discussion: “3300 is the perfect place for Textile Center to be, and we have the right to buy it at a fair price.”
Mariana asked for the board members to raise their hands if they agreed with the next steps outline above. The consensus was unanimous among those in attendance.
Finance Committee
Jeanne Hilpisch presented July 2018 Financials, and overall the financial health of Textile Center is strong.
Motion: Accept July 2018 Financials made by Margaret Anderson Kelliher, seconded by Lance Radziej, motion passed.
Jeanne reviewed the FY18 Audit and FY18 IRS 990. She reported that we had a clean audit. It was the the first audit completed by Olson Thielen. Karl highlighted that the $100,172 deficit is comprised primarily of $51,426 in non-cash depreciation and $37,566 in capital expenses paid for by pledges received this fiscal year but booked as income in the past two years.
Motion: Accept FY18 Audit made by Ella Ramsey, seconded by John Cairns, motion passed.
Motion: Accept FY18 IRS 990 and Minnesota Attorney General Report made by John Cairns, seconded by Larry McIntyre, motion passed.
Fund Development
Mariana Shulstad updated Board on Fall Appeal. This year's letter is by rug hooker and author Mary Logue. Five letters and packets were distributed to each board member to send to potential donors. Carol Mashuga volunteered to lead an effort to solicit member guilds during the Fall Appeal.
Mariana gave an update on international tours planning. The tour to Guatemala is sold out. The next tours being planned are Morocco Spring 2019, Japan Fall 2019, and India Winter 2020. Karl said that plans are to market these tours as part of Textile Center's 25th anniversary celebration.
April 1, 2019 is the Textile Center’s 25th anniversary celebration of incorporation. A community anniversary gala is being planned for Fall 2019. Textile Center received a $9,950 grant from the Minnesota Historical Society for an oral history project with Textile Center founders.
Education Committee
Tracy Krumm provided an update on Summer Camps for Youth. This summer we reduced the number of camps to 23 from 29 the previous year. We ended up with a better net this year, earning $11,802 compared to $8,064 last summer.
The reduction of camps made it possible to offer three week-long workshops with national teaching artists this summer, which had a significant impact on education revenue for the year.
Staff Updates
Karl informed the Board that he will be reorganizing the staff now that Jenny Jones is leaving her post. He will not replace her position with another staff director. Rather, Textile Center will engage a communications associate, and once we know the outcome for 3300, he will engage a development manager or director, depending on what is on the horizon for the capital campaign.
The meeting was adjourned at 8:10 PM. Motion made by Carol Mashuga, and seconded by Cyndi Kaye Meier, and passed.
Minutes approved: October 17, 2018
Submitted by Cyndi Kaye Meier, Secretary
Meeting of the Board of Directors
August meeting held Wednesday, September 5, 2018 - Textile Center Auditorium
Attendance:
Board: Amelia Allen, John Cairns, Richard Gilyard, Jeanne Hilpisch, Margaret Anderson Kelliher, Carol Mashuga, Larry McIntyre, Linda McShannock, Anupama Pasricha, Mariana Shulstad, Lisa Steinmann, Lance Radziej, and Ella Ramsey (on phone). (Absent: Maggie Dayton, Maggie Thompson)
Staff: Nancy Gross, Jenny Jones, Tracy Krumm and Karl Reichert
Guests: Renay Leone
Vice President Mariana Shulstad called the meeting to order at 6:05 PM.
The agenda was approved by motion made by Cyndi Kaye Meier, seconded by John Cairns, and passed.
Approval of July 18, 2018, meeting minutes (with minor corrections) was approved by motion by John Cairns and seconded by Carol Mashuga, and passed.
3300 University Ave. SE
Motion: Affirm Executive Committee's authorization for Executive Director Karl Reichert to sign Second Amendment to Purchase Agreement, motion made by John Cairns, seconded by Carol Mashuga, and passed.
Following extensive conversation, the Board reached a unanimous consensus on the following four steps regarding the acquisition of 3300 University Ave SE:
- Clarify with Sunrise Banks what level of financing it will offer if the restrictive covenant is not resolved.
- Pursue options for second source of funding to bridge the potential gap in Sunrise funding, including the City of Minneapolis’ Community Planning and Economic Development (CPED).
- Set up meeting with Tierney Brothers to learn more from them about what they would accept as a settlement of the restrictive covenant.
- Consider reaching out to the Pohlad brothers (owners of UP) and UP CEO Bill Katter as a last step, if needed.
The Board also decided to not pursue a housing option with another developer at this time, especially since it would add another level of complexity to our process. We can pursue options once we have site control.
There was significant conversation about litigation, and while we want to avoid it (ideally finding a resolution with the Tierneys).
While the Second Amendment to the purchase agreement allows United Properties to terminate the agreement and reimburse our out-of-pocket costs up to $66,000, UP cannot do so until Monday, Oct. 8.
If Textile Center can get the full financing in place this month, it can move forward with closing before Oct. 8. However, attorney Renay Leone confirmed that United Properties will likely require Textile Center to indemnify it from legal action by the Tierneys as a condition of closing.
Margaret Anderson Kelliher opened the discussion last night with this question: “Why do we want to acquire 3300?” And John Cairns offered his answer at the end of the discussion: “3300 is the perfect place for Textile Center to be, and we have the right to buy it at a fair price.”
Mariana asked for the board members to raise their hands if they agreed with the next steps outline above. The consensus was unanimous among those in attendance.
Finance Committee
Jeanne Hilpisch presented July 2018 Financials, and overall the financial health of Textile Center is strong.
Motion: Accept July 2018 Financials made by Margaret Anderson Kelliher, seconded by Lance Radziej, motion passed.
Jeanne reviewed the FY18 Audit and FY18 IRS 990. She reported that we had a clean audit. It was the the first audit completed by Olson Thielen. Karl highlighted that the $100,172 deficit is comprised primarily of $51,426 in non-cash depreciation and $37,566 in capital expenses paid for by pledges received this fiscal year but booked as income in the past two years.
Motion: Accept FY18 Audit made by Ella Ramsey, seconded by John Cairns, motion passed.
Motion: Accept FY18 IRS 990 and Minnesota Attorney General Report made by John Cairns, seconded by Larry McIntyre, motion passed.
Fund Development
Mariana Shulstad updated Board on Fall Appeal. This year's letter is by rug hooker and author Mary Logue. Five letters and packets were distributed to each board member to send to potential donors. Carol Mashuga volunteered to lead an effort to solicit member guilds during the Fall Appeal.
Mariana gave an update on international tours planning. The tour to Guatemala is sold out. The next tours being planned are Morocco Spring 2019, Japan Fall 2019, and India Winter 2020. Karl said that plans are to market these tours as part of Textile Center's 25th anniversary celebration.
April 1, 2019 is the Textile Center’s 25th anniversary celebration of incorporation. A community anniversary gala is being planned for Fall 2019. Textile Center received a $9,950 grant from the Minnesota Historical Society for an oral history project with Textile Center founders.
Education Committee
Tracy Krumm provided an update on Summer Camps for Youth. This summer we reduced the number of camps to 23 from 29 the previous year. We ended up with a better net this year, earning $11,802 compared to $8,064 last summer.
The reduction of camps made it possible to offer three week-long workshops with national teaching artists this summer, which had a significant impact on education revenue for the year.
Staff Updates
Karl informed the Board that he will be reorganizing the staff now that Jenny Jones is leaving her post. He will not replace her position with another staff director. Rather, Textile Center will engage a communications associate, and once we know the outcome for 3300, he will engage a development manager or director, depending on what is on the horizon for the capital campaign.
The meeting was adjourned at 8:10 PM. Motion made by Carol Mashuga, and seconded by Cyndi Kaye Meier, and passed.
Minutes approved: October 17, 2018
Submitted by Cyndi Kaye Meier, Secretary