Board Meeting Minutes EVFAC Board Meeting Minutes EVFAC

BOARD OF TRUSTEES REGULAR  MEETING MINUTES - June 19, 2020

ESPANOLA VALLEY FIBER ARTS CENTER
NEW MEXICO FIBER ARTS CENTER

BOARD OF TRUSTEES REGULAR  MEETING MINUTES
June 19, 2020

Meeting came to order at 1PM over online video platform Zoom due to Covid-19 restrictions 


BOARD ATTENDEES: Sandy Liggett, Leigh Alexander, Dain Daller, Mark Bond, Carol Nieukirk
STAFF: Denielle Rose ED, Debbie         Retail Manager

MEMBERS PRESENT: Diane Wilhoite, Leah Siegel, Linda, Natasha Vargas, Olimpia Newman, Dotty Williams, Louis Borges, Sheila Burke, Rebecca Abrahms, Beth Orrell, Vita Henderson, June C

ABSENT: None


CALL MEETING TO ORDER: Sandy calls meeting to order

1. Approval of the Agenda
Leigh motions to approve 
Mark seconds and all unanimously agree

2. Approval of the minutes

a. June 5, 2020 meeting
Mark motions to approve
Dain  seconds and all unanimously agree

3. Selection of new board Officers

a. Vice President- Mark Bond
b. Secretary-Carol Nieukirk

4. Appointment of Nominating Committee - Sandy asked that we recruit new board members due to losing three already. We need at least six but would like nine. Sandy asked Olimpia Newman to volunteer for nominating committee and she agreed.

5. Update on closing the Santa Fe retail location - Sandy convened an emergency meeting to review SF retail space and review financials. Attending were Mark Bond, Joesph Gyovai, Sandy, Leigh Alexander and Sheila Burke. In reviewing financials and member survey results the store is hemmoraging money. We reluctantly recommend we close the store and consignment items be picked up.  All items need to be removed to vacate. Written notice will be given to landlord and “force major” clause will be invoked to break the lease. 

6. Consideration of Blueprint for next six months

a.  Open online store/new POS/Inventory: survey revealed members not going out due to Covid-19 therefore, need online, social media presence. Target date July 15.

b.  Store open July 15 2X per week staff plus volunteers and Covid prep(Leigh consult)

c.  Rentals available and retail from SF

d.   Need dye kitchen operational July 15

e.   Operations Coordinater position for approx 6 months to help Denielle transition out and work on the following: Strategic plan, operational stability, member communications, networking with regional friends, help prepare budget/expenses, flag items for the Board, remote/digitized classes. (Not yet built), member outreach, emails, survey results, plan virtual member meeting, mail survey to non-digital folks, continue to ask members to join meetings.

f.   Name change: looks like we will go back to EVFAC now SF is closed, not seeing statewide involvement yet.

Leigh- we cant get online or debit card till the name is clarified and doesn’t need more to do toward this; Problem with vendors, bills, bank, EIN, DBA;  Sandy suggests we do biz as EVFAC

7. Report from the treasurer Leigh Alexander: We have PPP loan

Sandy motions we use PPP funds for operating costs (revised use requirements 40% available)

Carol seconds and all unanimously agree

8. Update from Denielle Rose

a. POS System: Still working on it; starting over from old system; it’s a step by step process and website will be last; POS supports web sales and platforms

b. Form and Concept: going online at end of July; EVFAC needs to support this; BIPOC artists invited to show in the gallery, visitors by appointment; others can show online. Livewire theme. EVFAC needs to support this with our social media platforms.

b. Inventory: needs to be frozen for moth infestation. Possible freezer space at Northern NM College. Dain working on securing freezers or way to freeze compromised inventory and future donations before selling. Los Luceros suggested as another possible resource (Olimpia stated they are a partner.)

9. Reports from working groups

a. Fundraising: Carol Nieukirk - No report: since we lost two board members who were working on the Strategic Plan that we need before proceeding with fundraising, need to re-strategize.

b. Retail: Dain Daller: see above

c. Strategic Plan

10. Future Agenda Items

Mark motioned to adjorn; Carol seconds and all unanimously agreed

Executive session: all non-board members were asked to sign off of the Zoom platform so our Executive Session could convene.

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May 22, 2020 EXECUTIVE SESSION BOARD MEETING MINUTES

Date: May 22, 2020
Meeting came to order at 1:08 p.m.


ATTENDEES: Sandra Ligget, Caroline Dechert, Leigh Alexander, Joseph Gyovai, Carol Nieukirk, Dain Daller, Vanessa Harris, Mark Bond

STAFF: Denielle Rose, Executive Director (ED)

ABSENT: None

1: CALL MEETING TO ORDER: Sandy calls meeting to order

a. Approval of agenda; Sandy introduces the agenda, Dain seconds the motion and all unanimously agree.

b. Approval of minutes; Vanessa motions to approve, Mark seconds the motion and all unanimously agree.

c. Conflict of interest form; must be signed annually and dollar amounts of consignment sales from board members must be annually reported as well as other board’s that members serve on. All agree to print, fill out and sign and Denielle agrees to receive and file.

d. Mission Statement; Sandy reviews and all agree to adhere to in decisions.

2: REPORTS FROM E.D.: Denielle raises the notion that Leigh asked for the NMA grant to be added to the agenda.

a. COVID report/ when to open; Denielle expresses the need for finances to be able to reopen, and the need for education strategies around COVID.

The board discusses potentials for reopening in the short term such as: hanging art in windows, opening for 1-2 days per week, developing a short term planning, bringing employees back slowly, and opening in stages.

i: Employees are ready to go back to work.

ii: Moth damage; Denielle informs the board of a moth problem at the center, whether insurance covers damages and size of deductible, (needs to be reviewed), the board agrees to get a freezer for fiber storage asap.

iii: Teachers are inquiring about when classes will be resuming.

iiii: Volunteering; The board discusses the challenge of asking employees to volunteer time before coming back onto payroll and potential conflicts. Sandy will follow up with a lawyer who is a friend to determine legality.

b. PPP loan; Loan is in the bank, the board agrees that it will be best to return it unused, but concern is raised over the general lack of funds, Mark makes a motion to return, Vanessa seconds, The board then agrees that Denielle and Leigh will follow up with the bank/terms and review finances and report back to the board asap. Caroline voices her belief that the money should be returned based on the current Treasury and SBA rules, Joseph agrees, then the board then agrees to allow Leigh, Denielle and Sandy to review and report back by the end of the week.

i: Denielle informs the board on current grant applications out; (National Endowment for the Arts, up to $50,000) (National Endowment for the Humanities, $30,000) (NMA $10,000; was written for paying contractors) Grantors should all respond by June 15, grant period begins July 1.

ii: Facebook fundraiser is still out and expected, $2800-$3000

c. Point of sale project; Is ready to go, inventory needs to be scanned in, Debbie is critical to this process and is willing to volunteer to help with inventory process. POS will provide continuity of systems and allow the comprehensive tracking of sales from anywhere. Leigh and Vanessa agree to be involved in inventory and setting up of the system.

d. Form and Concept event; Artists have been selected and are asking what is planned. Denielle raises the questions of whether we should reschedule for later in the year, postpone until next year, or try to move ahead during COVID. Artists have paid fees for the show which need to be returned if cancellation is planned. The board agrees to move ahead if possible.

3: TREASURERS REPORT: Leigh provides her report; Annual budget of approximately $200.000; Grants, 30-40,000. Retail is the largest source of revenue. Membership dues total around 18,000. Average monthly operating cost of 7,900.

a. $500 a day in sales needed to sustain, $24,000 in debt, $1700 in the bank.

b. The board sets a fundraising goal of $50,000, Leigh makes the motion, Dain seconds the motion, and the board unanimously agrees.

c. The board discusses ways to diversify membership donations such as creating different levels with incentives and monthly donation options.

4: COMMITTEES; FORMATION OF WORKING GROUPS: Assignments,

a. Retail/Events working group; Dain, Vanessa, Carol and Leigh

i: online store

ii: COVID protocols

iii: Types of retail inventory (DRAFT)

b. Fundraising working group; Carol, Joseph and Dain

c. Educational program working group; All/ add to retail/events group

d. Strategic planning; Caroline, Leigh, Joseph and Mark

e. Member communications; Mark, Caroline and Joseph

f. New director hiring; Carol

5. COMMUNICATION; BOARD TO MEMBERS: The board agrees that minutes should be made available to members immediately after approval. The board discusses;

a. Immediate letter, the board agrees to draft and complete a letter to all contacts by the coming Monday and send out immediately.

b. Regular updates on website, Facebook and Instagram

c. Creation of board section on the website

6. FUTURE AGENDA ITEMS:

a. Addressing member concerns

i. Name change

ii. Santa fe retail space

b. Member meetings; The board discusses the need to have annual member meetings and possibilities for facilitating virtual meetings for members.

i. Nadina wishes to conduct a mask making program in the sewing room and the board agrees that this would be accepted.

7. Closure: Leigh motions to close the meeting, Dain seconds the motion and all agree,

THE MEETING WAS ADJOURNED AT 3:36 p.m.

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May 8, 2020 EXECUTIVE SESSION BOARD MEETING MINUTES

The New Mexico Fiber Arts Center's new board meets and selects board positions. COVID-19 business impact discussed.

Date: May 8, 2020
Meeting came to order at 1:00 p.m.

ATTENDEES: Sandra Ligget, Caroline Dechert, Leigh Alexander, Joseph Gyovai, Carol Nieukirk, Dain Daller, Vanessa Harris, Mark Bond

STAFF: Denielle Rose, Executive Director (ED)

ABSENT: None

This meeting was an introductory meeting of the new board at NMFAC, held for the purpose of introductions, assignment of officer and committee positions, and discussing to conduct the board’s operation.

AGENDA: Caroline Dechert introduced agenda and it was unanimously approved.

1: INTRODUCTIONS: Members made self introductions and described their reasons joining the board.

2: FINANCIAL REPORTS FROM E.D.: Denielle updated the board on the financial of the organization. Most of all financial documents had already been sent to board members.

a. All staff have been laid off due to closure of both sites and the board was briefed on the normal payroll costs.

b. The unpaid bills are approximately $27000.

c. The Santa Fe lease has been reduced to $600 per month.

d. The POS system is being updated.

e. The Espanola utility and pest management costs.

3: STATUS REPORT: Denielle has no clear date for leaving and will remain as volunteer executive director until further notice or decision by the board is made.

Denielle informs the board that:

a. Class scheduling (classes were fully scheduled through the calender year and are now on hold due to COVID closures).

b. Fiber crawl must be rescheduled.

c. Decide the location of fall fiber fiesta.

4: SELECTION OF OFFICERS: Carol nominates Sandra for president, Dain seconds the motion and all unanimously agree. Leigh nominates Caroline for vice president, Mark seconds the motion and all unanimously agree. Caroline nominates Leigh for treasurer, Vanessa seconds the motion and all unanimously agree. Dain nominates Joseph for secretary, Carol seconds the motion and all unanimously agree. Sandra asks that as president, all communications to E.D. should be cc’d to her, and that all staff communications are to be directed through the E.D..

5: PAYCHECK PROTECTION PROGRAM LOAN: Denielle advised the board that PPP loan has been signed for and is available, and that she has an email from the bank stating that the loan can be returned unused if the decision is made not to use it. The board discusses potential ways the loan could be used and no decision is made.

6: PRIORITIZING WORK: After a long discussion weighing the benefits vs the dangers of reopening stores during the time of pandemic, and the need to broaden the scope of revenue sources, the board began the work of restructuring;

a. Develop COVID operating protocols before reopening stores or bringing employees back onto payroll.

b. Prioritize the creation of a strategic plan as a must for restructuring and the acquisition of grant funding, (Grant summary is due in June).

c. Draft a survey of members and to invite members to future board meetings.

d. All members of the board agreed to volunteer some time to the creation of strategic plan, COVID protocols, member survey, and/or to assist Denielle in ongoing work as she needs.

7: COMMITTEE ASSIGNMENTS: After a discussion around the need for and the effectiveness of committees vs moving towards a more goal oriented system of committees, the board agrees that Sandra shall delegate the rolls of service on committees for all board members.

8: SELECTION OF DATE AND TIME FOR NEXT MEETING: The board resolves to conduct the next session in two weeks time, on May 22, at 1:00 p.m..

The meeting was adjourned at 3:25 p.m..

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