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Archives Partnership Trust Board Meeting: February 3, 2011

Board Members Present

John Hanna, Jr., Chair; Kathy Ahearn, John J. McEneny, Stephen Pagano and Gary Smith.

By Telephone

George R. Hearst III, Vice Chair; Barbara A. Brinkley, Secretary; Kimberly Gilmore, Bronwyn N. Hannon, Harold Holzer, Harold Iselin, Celine Racine Paquette, Lauren Rachlin, and Jay Summerson.

Staff Present

Christine Ward, Chief Executive Officer; Robert Bullock, President;  Jill Rydberg, Assistant Treasurer and Administrative Officer/Director of Prospect Research; and Grazia Yaeger, Manager, Membership and Special Initiatives.

Board Members Excused

Nedda C. Allbray, Tom Birdsey, Avi Schick, and Rosemary S. Vietor.


Call to Order

Mr. Hanna called the meeting to order at 4:00p.m.  He welcomed Board members and staff to the meeting, noting the presence of a quorum.

News and Introductions

Mr. Hanna:

  • Thanked departing Board members Barbaralee Diamonstein-Spielvogel and Lawrence Staub, Jr. for their service on the Trust board.
  • Welcomed new board member Lauren Rachlin, a Governor’s appointee to the Board. 
  • Appointed Mr. Birdsey to serve as chair of the Program and Development Committee and Ms. Ahearn to be a member of the Program and Development Committee.

Administrative Items (Item 2)

Proposed Resolution for Approval of the Minutes of the October 7, 2010, Board Meeting(Item 2.1)

The next item was a resolution to approve the minutes of the October 7, 2010, Board meeting.  The motion to approve the minutes was made by Mr. Smith, seconded by Ms. Ahearn, and unanimously passed.

Resolved, That the minutes of the October 7, 2010, Board meeting are hereby approved.

Proposed Resolution for the Appointment of Investment Committee Member (Item 2.3)

The next item was a resolution to approve an appointment to the Investment Committee.  Mr. Hanna proposed that Mr. Pagano serve on the Investment Committee.  The motion to approve Mr. Pagano’s appointment to the Investment Committee was made by Ms. Ahearn, seconded by Mr. McEneny, and unanimously passed.

Whereas, Pursuant to the Archives Partnership Trust Bylaws, as amended at the October 7, 2008, Board meeting, Article IV, paragraph 2, the Archives Partnership Trust Board’s Investment Committee shall consist of at least three but not more than five members, the Chair, the Treasurer, and another member of the Board chosen by the Board, with the Treasurer as committee chair; and

Whereas, The Investment Committee currently consists of three members – Board Chair, John Hanna, Jr. and Board members Rosemary Vietor and Harold Iselin;

Resolved, That Stephen Pagano shall be and hereby is chosen by the Board, at its February 3, 2011, meeting, to serve on the Archives Partnership Trust Board’s Investment Committee.

Proposed Resolution for the Selection of the Nominating Committee Members (Item 2.4)

The next item was a resolution to approve an appointment to the Investment Committee. Mr. Hanna proposed that Mr. Pagano serve on the Investment Committee. The motion to approve Mr. Pagano’s appointment to the Investment Committee was made by Ms. Ahearn, seconded by Mr. McEneny, and unanimously passed.

Resolved, That pursuant to Article IV, Paragraph 4, of the Archives Partnership Trust By-Laws, as amended at the October 7, 2008, Board meeting, the Board selects the following members to serve on the Nominating Committee:  Nedda Allbray, Chair, Bronwyn Hannon and Gary Smith.

Proposed Resolution to Approve to Amend the Non-Corporate Resolution (Item 2.5)

The next item was a resolution to approve an amendment to the Non-Corporate Resolution to reflect the current Investment Committee membership. The motion was made by Ms. Ahearn, seconded by Mr. Smith, and unanimously passed.

Whereas, The Archives Partnership Trust’s Non-Corporate Resolution must be routinely amended, as required by Janney Montgomery Scott LLC, to reflect any changes in the composition of the of the Investment Committee; and

Whereas, Harold N. Iselin and Stephan Pagano were appointed to the Investment Committee by the Board at its October 7, 2010 and February 3, 2011, meetings respectively; and Huyler C. Held’s and Lawrence A. Staub, Jr’s. terms on the Board expired April 1, 2010 and November 15, 2010, respectively; and

Whereas, the Trust’s Investment Guidelines, as amended at the March 25, 2010, Board meeting limited the Executive Officer’s authority to directing withdrawals;

Resolved, That the Archives Partnership Trust’s Non-Corporate Resolution as amended at its May 28, 2009 Board meeting, be further amended to read:

Non-Corporate Resolution

Whereas, the Archives Partnership Trust Board’s By-Laws, as amended October 7, 2008, provides in Article IV, paragraph 2 for the Investment Committee to:  a) “consist of at least three but not more than five members, the Chair, the Treasurer, and another member of the Board chosen by the Board, with the Treasurer as committee chair” and b) to enter into transactions with the endowment custodian as permitted by the investment guidelines of the Board; and

Whereas, the Archives Partnership Trust Board’s Investment Guidelines, as amended March 25, 2010, provides in paragraph 13 that all transactions with the endowment custodian shall be either on resolution adopted by a majority of the Investment Committee, or written or emailed approval or instructions signed a majority of the members of the Investment Committee; and

Whereas, the endowment custodian, Janney Montgomery Scott LLC, with headquarters at 1801 Market Street, Philadelphia, PA  19103, requires a non-corporate resolution identifying the names and titles of those individuals who may enter into transactions with them on behalf of the Archives Partnership Trust;

Resolved, That the following individuals, comprising members of Investment Committee and the Executive Officer, are authorized to enter orders to purchase, sell or sell short securities of every kind and description for and on behalf of the Archives Partnership Trust, in compliance with those investments permitted by its Investment Guidelines; and to sell, assign and endorse or transfer certificates representing stocks, bonds or other securities registered in the name or for the account of this non-profit organization:

  • John Hanna, Jr., Chair, Archives Partnership Trust Board
  • Harold N. Iselin, Member, Archives Partnership Trust Board
  • Stephan Pagano Member, Archives Partnership Trust Board
  • Rosemary S. Vietor, Member, Archives Partnership Trust Board

Be it Further Resolved, That pursuant to paragraph 14 of the Trust’s Investment Guidelines, the following individual, as Executive Officer, is authorized to direct withdrawals of funds for deposit to the Trust’s accounts:  Christine W. Ward

Further Resolved, That this authorization shall remain in full force and effect, and you may continue to rely on this authorization until such time as you receive notice of its termination or modification.

Financial Reports (Item 2.2)


Ms. Rydberg reported that, as of December 31, 2010, the Endowment Investment Account’s net equity value was $3,517,964.  The account for processing credit card transactions (established to keep such transactions apart from the main endowment account for security purposes) had a balance of $16,596.  This revenue will be transferred to the main endowment account shortly.  The Operations Account cash balance was $65,629 but with income awaiting transfer into the account and encumbered expenses was projected to be $285,003; and the Projects Account cash balance was $53,921 but with income awaiting transfer and encumbered expenses was projected to be $24,591.  Mr. Hanna noted that the Financial Reports were presented for the Board’s information and no action is required.

Development Report (Item 3) and FY2011/12 Work Plan – Draft (Item 4.1)

Mr. Bullock presented his development report on FY2010/11 activities then moved immediately onto the proposed work plan for FY2011/12.  Please reference Attachment I for the entire Development Report and draft Work Plan.  Mr. Bullock reported that he will be sending the Board a calendar listing all of the Trust’s upcoming events.  Ms. Brinkley asked if Mr. Bullock can assure tickets will be available to Board members and their guests for future events.  This is important if trying to introduce prospective Stewards to the Trust.                                                                                                 

FY2011/12 Budget - Draft (Item 4.2)

Ms. Ward presented highlights of the proposed 2011-12 Operations budget:

The budget very closely follows the work plan. Ms. Ward pointed out for the new Board members that LGRMIF stands for Local Government Records Management Improvement Fund.  The LGRMIF provides $300,000 annually to the Trust from filing fees collected throughout the year.

The Annual Appeal goal has increased to $110,000, which includes a projection of $40,000 from a corporate outreach campaign.

There is a new income line item called “OCE (Bullock FY 11/12 salary/fringe/idc offset).” Ms. Ward explained that she was asked by Deputy Commissioner for Cultural Education Jeff Cannel to have Mr. Bullock allocate 20% of his time to the Office of Cultural Education’s (OCE) communications and fundraising efforts, for which OCE would pick up 20% of Mr. Bullock’s salary and related fringe benefits and indirect costs. Prior to drafting the budget Ms. Ward spoke with Mr. Bullock and Mr. Hanna and all agreed that they would agree to this sharing of Mr. Bullock’s time only with the full Board approval. Ms. Ahearn asked, that if approved, whether the Board could review such an arrangement in 6 months. Mr. Hanna said the Board would review the arrangement at each Board meeting. Mr. McEneny gave his support. Counsel to the Board, Mr. Fein, commended the effort of OCE to support Governor Cuomo’s interest in consolidation of services and suggested that this might be an opportunity for Mr. Bullock to mentor OCE staff on fundraising and grant writing efforts. 

Financial Edge accounting software will be purchased which will make office operations more efficient and reduce redundancies as it works in concert with the Raiser’s Edge fundraising software currently in use.

A consultant will be hired to help prepare the Trust’s required public authority reporting and to assist in the implementation of Financial Edge. 

Ms. Ward presented highlights of the proposed 2011/12 Projects budget:

The budget reflects the process adopted last year which allocates staff-related costs between Operations and Special Projects in a more realistic manner.

The draft Projects budget proposes using a conservative 4.5% of the endowment value as has been the practice for the last several years, even though the Board approved using up to 5.0%.  Ms. Ward said Mr. Bullock is committed to making up any gaps in required funding for specific projects through fundraising.  She also noted that if we are unable to raise the necessary funds, we will not undertake the project. 

The magazine cost has been higher since last year due to the additional expense of contracting for a managing editor. However, Mr. Bullock has raised more funds to offset the increased cost. The magazine is very visible product for the Trust and is used not only as a benefit of membership, but as an advocacy tool.

The Public Programming-Statewide line includes events such as the Empire State Archives and History Award, Writers Institute lecture, The Cooper Union lecture, Chautauqua Institution lectures, and a lecture to be held in a new partnership with the Historical Society of the Courts of the State of New York.

Ms. Ward asked the Board if there were any questions.  Ms. Hannon asked if the Trust planned to decrease the number of pages in the magazine. Ms. Ward said no, the magazine plans to stay between 32 and 40 pages. Also, she wanted the Board to note that the magazine is now in full color which, because it is produced digitally, costs only about $600 more per issue.

Mr. Hanna encouraged the Board members to ask any questions they may have or contact Ms. Ward.  Ms. Ward reminded the Board that the Budget was presented for discussion at this meeting and will be voted on during the March meeting.

Board Committees (Item 4)

Audit Committee

There was no Audit Committee Report. 

Executive Committee

There was no Executive Committee Report.

Investment Committee

Mr. Hanna explained that as Board Treasurer Lawrence Staub’s term on the Board had expired he would serve as chair pro tem of the Committee until Board officer elections are held in May when a new Treasurer would be elected.  He noted that the Board receives the minutes of Investment Committee meetings and reported that its January 19, 2011, meeting the Committee had agreed to sell the Washington Mutual Fund holding as it  was no longer performing well, and with those proceeds and cash on hand had purchased nearly $90,000 of more aggressive small- and mid-cap S&P index funds.

Nominating Committee

Resolution to select members of the Nominating Committee was handled earlier under Administrative Items.  There was no Nominating Committee Report.

Executive Officer’s Report (Item 5)

Because there was little time for Ms. Ward to give her report, she said the complete report will be included (Attachment II) with the meeting’s minutes.

Conclusion

A motion to adjourn the meeting was made by Mr. Hearst, seconded by Mr. Smith and unanimously passed.  Mr. Hanna adjourned the meeting at 5:25 pm and thanked all for their participation.

Respectfully submitted,

Grazia A. Yaeger
Assistant Secretary
March 1, 2011