FY18 - October Board Meeting Minutes
Minutes
Meeting of the Board of Directors
Wednesday, October 17, 2018 - Textile Center Auditorium
Attendance:
Board: John Cairns, Maggie Dayton, Richard Gilyard, Jeanne Hilpisch, Margaret Anderson Kelliher, Carol Mashuga, Linda McShannock, Cyndi Kaye Meier, Ella Ramsey, Mariana Shulstad, and Lisa Steinmann. (Absent: Amelia Allen, Larry McIntyre, Anupama Pasricha, Lance Radziej, and Maggie Thompson)
Staff: Nancy Gross, Tracy Krumm and Karl Reichert
President Ella Ramsey called the meeting to order at 6:05 PM. There was no motion to approve the agenda.
Approval of Minutes for September 5, 2018 meeting (August Board Meeting). Motion by Carol Mashuga, second by John Cairns, passed.
Approval of Minutes for September 20, 2018 Special Meeting. Motion by Linda McShannock, second by Maggie Dayton, passed.
Approval of Minutes for October 5, 2018 Special Meeting. Motion by Cyndi Kaye Meier, second by Carol Mashuga, passed.
3300 University Ave. SE
Karl Reichert and Ella Ramsey gave updates about the due diligence process. The Third Amendment to the Purchase Agreement was signed on Tuesday, Oct. 9. Karl has received several calls from Ari Parritz of Vermilion Development about concerns that Textile Center may not acquire 3300. Vermilion offered to contribute to resolution of restrictive covenant, in return for space in 3300 for its sales center and use of the parking lot for construction staging at no cost. We informed Vermilion that we cannot agree to any ongoing or future restriction on the building or the parking lot at this time. Further, we will require the cash flow of the rent of the building and parking lot space to service our purchase money debt while we raise funds for the building’s renovation.
Ella and Karl also met with Jim Ostlund and Ryan Lynch of Sunrise Banks, and Ella said it was a more sobering meeting. While the bank wants the restrictive covenant removed from the property, its executives have concerns about the cash flow impact of the additional $300,000 financed by United Properties that would go toward the covenant.
Due diligence ends on November 7, 2018.
Discussion about next steps for setting the programming vision for Textile Center
The Board and staff leaders spent time discussing next the programmatic vision for Textile Center moving forward. Karl referred to a discussion he had with architect David Salmela about how the program vision needs to drive the plans for space, rather than the other way around. Also, the 25th Anniversary for Textile Center is around the corner: April 1, 2019 is the 25th birthday.
Feedback from Board members included:
Karl said we had asked the National Artist Advisory Council members and David Salmela to hold Friday, Nov. 16, for a "closing party" at 3300. With the chance that there won't be a closing to celebrate, Board members expressed support for bringing the Council members and architect together with Textile Center stakeholders on Nov. 16 for discussions about the future vision and the 25th anniversary.
Linda McSchannock and Lisa Steinman said they would volunteer to serve on a 25th Anniversary Committee, and we will look to past presidents, guild leaders and others close to Textile Center to serve.
To follow up, Karl will reach out the the Council members and architect to confirm their schedules, and he will work with Tracy Krumm and Executive Committee to plan the format for a Nov. 16 activities.
Finance Committee
Treasurer and Finance Committee Chair Jeanne Hilpisch reviewed the August & September 2018 Financials. Overall, programs and operations have been running very well this fiscal year, with income ahead of goal, and expenses in line with budget.
Motion to accept August & September 2018 Financials. Motion by Mariana Shulstad, second by Carol Mashuga, passed.
Jeanne reviewed the terms for a new 15-month operating credit line with Sunrise Banks, which is the same as the previous 15-month term.
Motion to approve Sunrise Bank Operating Line of Credit, and authorize the Executive Director to sign on behalf of Textile Center. Motion by John Cairns, second by Cyndi Kaye Meier, passed.
Fund Development
Mariana Shulstad updated Board on Fall Appeal. Coming up on Thursday, Nov. 15, is the annual Give to the Max Day. Last year the Board pledged $4,600 in matching funds, and the staff added $1,400 ... for a total match of $6,000. Last year we raised an additional $8,183 that day. Mariana asked that the board members consider making a match this year. Karl will send individually to each board member what they have contributed so far this fiscal year, and the pledge for the annual fund can serve as the match.
Mariana also asked Board members to consider making a pledge to the capital campaign at a level that is meaningful for each person. Both Ella and Mariana shared the leadership gifts they are making to the campaign. Ella said that no matter what direction we take regarding property acquisition, we will be moving forward with a capital campaign. Mariana said that whether we move to 3300, expand at 3000, or find a new location nearby, we need to raise capital support, and 100% board participation is essential.
Karl gave an update on grants. We received a two-year $60,000 grant this week from the Aimee and Patrick Butler Family Foundation. He and Tracy had a good site visit with Arleta Little, program officer for the McKnight Foundation, and we're expecting a $100,000 two-year grant in November. We've also been invited by Aroha Philanthropies to apply for a $5,000 community grant to support general operations, and we've been invited to apply for year 2 of the Seeding Vitality Arts MN program.
Textile Center Employee Benefits Study
Carol Mashuga is leading an evaluation of Textile Center employee benefits program, and said that we need to do more to keep our benefits competitive. She is reviewing health, dental, life, retirement savings, FSA, vacation and sick time, and shared with the board that the Minnesota Council of Nonprofits is implementing a new group medical plan that will be available to members including Textile Center. She will be interviewing staff members this month to learn more about how they view current benefits and what they would like to see moving forward. She will report back to Executive Committee and the Board by the end of November.
Education Committee
Tracy Krumm gave an update about the last Education Committee meeting chaired by Amelia Allen. There was discussion about how to better structure education program, working with teaching artists on curriculum development, evaluations, etc.
Staff Updates
Karl reported that he and Nancy Gross are preparing an offer to a candidate for Communications Associate. Textile Center is also seeking an Adult Education Associate, and Tracy shared some the skills and expertise we are seeking for that position.
Karl also announced that Sharon Mulhollam has been promoted to Community Engagement Associate, and Scarlett Larson to Youth Education Associate.
Nancy Gross gave an update about Holiday Gallery Shop, which begins November 1.
Karl also talked about the extraordinary year the staff has had in 2018, from the April Garage Sale blizzard, to meeting and exceeding special event goals, and going above and beyond to support one another while being short staffed. The Board agreed to the following motion:
Approve Wednesday, January 2, 2019, as a one-time paid staff holiday, recognizing our staff's hard work and success in 2018. Motion by Mariana Shulstad, second by Maggie Dayton, passed.
The meeting was adjourned at 7:40 pm. Motion made by John Cairns, and seconded by Mariana Shulstad, and passed.
Minutes approved: November 28, 2018
Submitted by Cyndi Kaye Meier, Secretary
Meeting of the Board of Directors
Wednesday, October 17, 2018 - Textile Center Auditorium
Attendance:
Board: John Cairns, Maggie Dayton, Richard Gilyard, Jeanne Hilpisch, Margaret Anderson Kelliher, Carol Mashuga, Linda McShannock, Cyndi Kaye Meier, Ella Ramsey, Mariana Shulstad, and Lisa Steinmann. (Absent: Amelia Allen, Larry McIntyre, Anupama Pasricha, Lance Radziej, and Maggie Thompson)
Staff: Nancy Gross, Tracy Krumm and Karl Reichert
President Ella Ramsey called the meeting to order at 6:05 PM. There was no motion to approve the agenda.
Approval of Minutes for September 5, 2018 meeting (August Board Meeting). Motion by Carol Mashuga, second by John Cairns, passed.
Approval of Minutes for September 20, 2018 Special Meeting. Motion by Linda McShannock, second by Maggie Dayton, passed.
Approval of Minutes for October 5, 2018 Special Meeting. Motion by Cyndi Kaye Meier, second by Carol Mashuga, passed.
3300 University Ave. SE
Karl Reichert and Ella Ramsey gave updates about the due diligence process. The Third Amendment to the Purchase Agreement was signed on Tuesday, Oct. 9. Karl has received several calls from Ari Parritz of Vermilion Development about concerns that Textile Center may not acquire 3300. Vermilion offered to contribute to resolution of restrictive covenant, in return for space in 3300 for its sales center and use of the parking lot for construction staging at no cost. We informed Vermilion that we cannot agree to any ongoing or future restriction on the building or the parking lot at this time. Further, we will require the cash flow of the rent of the building and parking lot space to service our purchase money debt while we raise funds for the building’s renovation.
Ella and Karl also met with Jim Ostlund and Ryan Lynch of Sunrise Banks, and Ella said it was a more sobering meeting. While the bank wants the restrictive covenant removed from the property, its executives have concerns about the cash flow impact of the additional $300,000 financed by United Properties that would go toward the covenant.
Due diligence ends on November 7, 2018.
Discussion about next steps for setting the programming vision for Textile Center
The Board and staff leaders spent time discussing next the programmatic vision for Textile Center moving forward. Karl referred to a discussion he had with architect David Salmela about how the program vision needs to drive the plans for space, rather than the other way around. Also, the 25th Anniversary for Textile Center is around the corner: April 1, 2019 is the 25th birthday.
Feedback from Board members included:
- Richard Gilyard said that we have not yet developed the program vision in a way that will allow the architect to take off in planning. He gave examples, such as, what are libraries today? What do we mean by community space?
- John Cairns said we need to define the future for Textile Center. What is our profile going to be nationally, and even internationally?
- Carol Mashuga suggested possibly building the 25th Anniversary around the theme: The Future of Fiber.
- Ella Ramsey talked about the needs for better classroom space, and her own experiencing teaching her bog coat class the past two weeks.
Karl said we had asked the National Artist Advisory Council members and David Salmela to hold Friday, Nov. 16, for a "closing party" at 3300. With the chance that there won't be a closing to celebrate, Board members expressed support for bringing the Council members and architect together with Textile Center stakeholders on Nov. 16 for discussions about the future vision and the 25th anniversary.
Linda McSchannock and Lisa Steinman said they would volunteer to serve on a 25th Anniversary Committee, and we will look to past presidents, guild leaders and others close to Textile Center to serve.
To follow up, Karl will reach out the the Council members and architect to confirm their schedules, and he will work with Tracy Krumm and Executive Committee to plan the format for a Nov. 16 activities.
Finance Committee
Treasurer and Finance Committee Chair Jeanne Hilpisch reviewed the August & September 2018 Financials. Overall, programs and operations have been running very well this fiscal year, with income ahead of goal, and expenses in line with budget.
Motion to accept August & September 2018 Financials. Motion by Mariana Shulstad, second by Carol Mashuga, passed.
Jeanne reviewed the terms for a new 15-month operating credit line with Sunrise Banks, which is the same as the previous 15-month term.
Motion to approve Sunrise Bank Operating Line of Credit, and authorize the Executive Director to sign on behalf of Textile Center. Motion by John Cairns, second by Cyndi Kaye Meier, passed.
Fund Development
Mariana Shulstad updated Board on Fall Appeal. Coming up on Thursday, Nov. 15, is the annual Give to the Max Day. Last year the Board pledged $4,600 in matching funds, and the staff added $1,400 ... for a total match of $6,000. Last year we raised an additional $8,183 that day. Mariana asked that the board members consider making a match this year. Karl will send individually to each board member what they have contributed so far this fiscal year, and the pledge for the annual fund can serve as the match.
Mariana also asked Board members to consider making a pledge to the capital campaign at a level that is meaningful for each person. Both Ella and Mariana shared the leadership gifts they are making to the campaign. Ella said that no matter what direction we take regarding property acquisition, we will be moving forward with a capital campaign. Mariana said that whether we move to 3300, expand at 3000, or find a new location nearby, we need to raise capital support, and 100% board participation is essential.
Karl gave an update on grants. We received a two-year $60,000 grant this week from the Aimee and Patrick Butler Family Foundation. He and Tracy had a good site visit with Arleta Little, program officer for the McKnight Foundation, and we're expecting a $100,000 two-year grant in November. We've also been invited by Aroha Philanthropies to apply for a $5,000 community grant to support general operations, and we've been invited to apply for year 2 of the Seeding Vitality Arts MN program.
Textile Center Employee Benefits Study
Carol Mashuga is leading an evaluation of Textile Center employee benefits program, and said that we need to do more to keep our benefits competitive. She is reviewing health, dental, life, retirement savings, FSA, vacation and sick time, and shared with the board that the Minnesota Council of Nonprofits is implementing a new group medical plan that will be available to members including Textile Center. She will be interviewing staff members this month to learn more about how they view current benefits and what they would like to see moving forward. She will report back to Executive Committee and the Board by the end of November.
Education Committee
Tracy Krumm gave an update about the last Education Committee meeting chaired by Amelia Allen. There was discussion about how to better structure education program, working with teaching artists on curriculum development, evaluations, etc.
Staff Updates
Karl reported that he and Nancy Gross are preparing an offer to a candidate for Communications Associate. Textile Center is also seeking an Adult Education Associate, and Tracy shared some the skills and expertise we are seeking for that position.
Karl also announced that Sharon Mulhollam has been promoted to Community Engagement Associate, and Scarlett Larson to Youth Education Associate.
Nancy Gross gave an update about Holiday Gallery Shop, which begins November 1.
Karl also talked about the extraordinary year the staff has had in 2018, from the April Garage Sale blizzard, to meeting and exceeding special event goals, and going above and beyond to support one another while being short staffed. The Board agreed to the following motion:
Approve Wednesday, January 2, 2019, as a one-time paid staff holiday, recognizing our staff's hard work and success in 2018. Motion by Mariana Shulstad, second by Maggie Dayton, passed.
The meeting was adjourned at 7:40 pm. Motion made by John Cairns, and seconded by Mariana Shulstad, and passed.
Minutes approved: November 28, 2018
Submitted by Cyndi Kaye Meier, Secretary