Minutes of the Archives Partnership Trust Board Meeting
3:00 pm, May 26, 2011
The New York State Archives, Cultural Education Center, 11th Floor Seminar Room, Albany, NY
Board Members Present
George R. Hearst, III, Vice Chair; Barbara A. Brinkley, Secretary; Tom D. Birdsey, John J. McEneny, Stephen Pagano, and Gary Smith.
By telephone: John Hanna, Jr., Chair; Celine Racine Paquette, Kathy Ahearn, Nedda C. Allbray, Kimberly Gilmore, Harold Holzer, Harold N. Iselin, Lauren D. Rachlin, and Jay A. Summerson.
Christine Ward, Executive Officer; Robert Bullock, President; Jill Rydberg, Assistant Treasurer and Administrative Officer/Director of Prospect Research; and Grazia A. Yaeger, Assistant Secretary and Manager of Membership & Special Initiatives.
Scott Fein, Partner, Whiteman Osterman & Hanna LLC
Board Members Excused
Bronwyn N. Hannon, Avi Schick, and Rosemary S. Vietor
Call to Order
As Mr. Hanna participated by telephone, Mr. Hearst chaired the meeting. The meeting was called to order at 3:05 p.m. Mr. Hearst welcomed Board members and staff to the meeting, noting the presence of a quorum.
Board Committees (Item 3)
Mr. Hearst began the meeting by asking Dr. Allbray, chair of the Nominating Committee, to announce the results of the election of board officers. The Nominating Committee, in consultation with Board members, put together a slate of candidates for Chair, Vice Chair, Treasurer, and Secretary, and had presented the slate of candidates at the March 26, 2011, Board meeting. During May 2011, Board members received ballots offering the slate of candidates and were provided the opportunity for a write-in candidate for each office. The nominated candidates were: Chair, John Hanna, Jr.; Vice Chair –George R. Hearst III; Treasurer –Barbara Brinkley; and Secretary – Celine Racine Paquette. In total, 17 of the 18 ballots were returned, with only Mr. Schick not voting. Dr. Allbray reported the following results:
|Chair||Two-year term, May 2011-May 2013||John Hanna, Jr.|
|Vice Chair||One-year term, May 2011-May 2012||George R. Hearst III|
|Treasurer||One-year term, May 2011-May 2012||Barbara Brinkley|
|Secretary||One-year term, May 2011-May 2012||Celine Racine Paquette|
Mr. Hearst thanked Dr. Allbray for her committee’s work. Mr. Hearst then further referenced the calendar of upcoming Board meetings and shared with the Board that he would like to offer the Hearst Towers for the fall Board meeting and a reception.
Administrative Items (Item 2.1)
Proposed Resolution for Approval of the Minutes of the March 24, 2011 Board Meeting (Item 2.1)
The next item was a resolution to approve the minutes of the March 24, 2011, Board meeting. The motion to approve the minutes was made by Ms. Brinkley, seconded by Dr. Allbray, and unanimously passed. Resolved, That the minutes of the March 24, 2011, Board meeting are hereby approved.
Financial Reports (Item 2.2)
Ms. Rydberg reported that, as of March 31, 2011, the Endowment Investment Account’s net equity value was $3,398,122, with $60,943 representing Operations and Projects funds, leaving the actual Endowment value as $3,337,178. 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 $7,588. The Operations Account cash balance was $160,837 and the Projects Account cash balance, after income of $530,616 and expenses of $385,162 was $145,454. It was noted that the Financial Reports were presented for the Board’s information and no action is required.
Endowment history of the Trust (Item 2.3)
Ms. Ward shared with the Trust Board an endowment history report that Ms. Rydberg prepared for her as background research for a chapter she co-wrote on the Trust that was included in the book Many Happy Returns: Advocacy and the Development of Archives recently published by the Society of American Archivists. This report shows the history of all endowment gifts and grants deposited since 1993 for each of the Trust's endowments, as well as the value of the endowment and the withdrawals for each fiscal year. Ms. Ward noted that it is useful for new Board members to learn how the Trust worked to build its endowment. She shared that, in current times, many foundations do not give to endowments. She further noted that the Hearst Foundation has been a major donor to the Trust's endowment.
Proposed Resolution for Benchemark Printing, Inc. to Printing New York Archives Magazine (Item 2.4)
Mr. Hanna recused himself from the discussion and vote, as his law firm, Whiteman Osterman & Hanna, represents Benchemark Printing, Inc., though Mr. Hanna personally does not have anything to do with this representation. Mr. Hearst asked Ms. Ward to present the resolution. Ms. Ward explained that the proposed resolution is to renew the Benchemark contract for one year. As the contract approved by the Board allowed for up to four one-year renewals, the September 1, 2011, renewal would be the last renewal.
The motion to renew Benchemark’s contract for one year was made by Mr. McEneny, seconded by Mr. Birdsey, and unanimously passed.
Whereas, The New York State Archives Partnership Trust’s contract with Benchemark Printing, Inc., dated August 27, 2007, for printing New York Archives magazine provided that the Trust may, with Trust Board approval, renew the contract for up to four additional one-year terms;
Be it Resolved, That the contract with Benchemark Printing, Inc., for printing New York Archives magazine, be renewed for one year for the period September 1, 2011 to August 31, 2012. Appendix A is revised to show the printing schedule for the renewal period. All other terms of the contract shall remain in effect.
Mr. Hanna returned to the meeting at this time.
Proposed Resolution for the Approval of IRS Form 990 Review Policy (Item 2.5)
The next item was a resolution to for the Approval of IRS Form 990 Review Policy. Ms. Ward explained that the Trust must file a Form 990 annually. The Form 990 asks if the Trust has presented their Form 990 to their Board. The Trust has created a policy and procedure to provide Board members its completed IRS Form 990 annually. The motion to approve the IRS Form 990 Review Policy was made by Mr. Smith, seconded by Ms. Brinkley, and unanimously passed.
Whereas, the New York State Archives Partnership Trust is required to annually file Form 990 (Return of Organization Exempt From Income Tax) with the Internal Revenue Service (IRS);
Be it therefore resolved, That the New York State Archives Partnership Trust’s policy for review of the IRS Form 990 shall be as follows:
Review of IRS Form 990 Policy
- The purpose of this policy is to establish the New York State Archives Partnership Trust’s (“Trust”) procedures for review of its Internal Revenue Service (IRS) Form 990 by the Board prior to the annual filing of the form. Form 990 asks whether the form has been provided to all members of the organization’s governing board before filing the form, and to describe the process, if any, used by the organization to review the form.
- The Trust will engage a certified public accounting firm (“CPA firm”) to conduct an annual audit of its financial records. The CPA firm will issue a draft audit to the Trust Board’s Audit Committee for its review, approval, and recommendation regarding acceptance to the Board. Upon the approval and recommendation of the Audit Committee, the audit will be distributed to the Trust board for review and acceptance during a regular meeting of the Board.
- The CPA firm will prepare the Trust’s IRS Form 990 (Return of Organization Exempt From Income Tax).
- The completed draft Form 990 will be provided (via mail, email, or web site posting) to the Audit Committee, Trust Board Chair, Executive Officer, President, and Administrative Officer for review. Any corrections or changes will be noted and incorporated into the Form 990 as appropriate.
- Prior to filing the Form 990, the completed revised draft Form 990 will be provided (via mail , email, or web site posting) to the entire Board for a comment and question period so that any member who wishes to examine the form can do so and have any questions answered prior to filing with the IRS. All questions and concerns will be addressed by the Executive Officer and incorporated into the final Form 990 as appropriate.
- Upon signature by the Board Chair, the Trust Administrative Officer will submit the completed final Form 990 by the filing deadline.
- Copies of the two most recent annual filed Form 990 returns will be maintained on the Trust web site, and copies will be kept on file in the Trust’s office and will be made available upon written request.
Proposed Resolution for the Approval to Amend the Non-Corporate Resolution (Item 2.6)
The next item was a resolution for the approval to amend the Non-Corporate Resolution to reflect the name of the newly elected Treasurer. The motion was made by Ms. Smith, seconded by Mr. McEneny, 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, Barbara A. Brinkley was elected to serve as the Archives Partnership Trust Board’s Treasurer at its May 26, 2011, meeting; and
Whereas, Article IV, Section 2 of the Trust’s Bylaws, as amended October 7, 2008, provide for the Board Treasurer to serve as chair of the Investment Committee;
Be It Resolved, That the Archives Partnership Trust’s Non-Corporate Resolution as amended at its February 3, 2011, Board meeting, be further amended to read:
Whereas, the Archives Partnership Trust Board’s By-Laws, as amended January 31, 2007, 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 by 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:
Barbara A. Brinkley, Treasurer, Archives Partnership Trust Board
John Hanna, Jr., Chair, Archives Partnership Trust Board
Harold N. Iselin, Member, Archives Partnership Trust Board
Stephen Pagano, Member, Archives Partnership Trust Board
Rosemary S. Vietor, Member, Archives Partnership Trust Board
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.
Annual Review of Policies (Item 2.7a-d)
Mr. Hearst asked the Board if they had any questions or concerns regarding Trust policies the Board must review annually, including: Code of Ethics, Investment Policy, and Property Disposal Policy. No questions, concerns, or suggested changes to the Trust policies were raised by Board members.
Counsel, Mr. Fein, asked the Trust to include “In addition to the Trust’s Code of Ethics, all Trust Board members and personnel shall comply with the applicable provision of the New York State Public Authority Law” into the Code of Ethics Policy. The motion to accept adding “In addition to the Trust’s Code of Ethics, all Trust Board members and personnel shall comply with the applicable provision of the New York State Public Authority Law” into the Code of Ethics Policy was made by Ms. Smith, seconded by Mr. McEneny, and unanimously passed.
Board Committees (Item 3)
No current activity.
Program and Development
No current activity.
Development Report (Item 4)
Mr. Bullock gave his report on Trust fundraising and programming which is attached. (Appendix I)
Executive Officer’s Report
Ms. Ward gave her report on Archives Projects supported by the Trust and other State Archives activities which is attached. (Appendix II)
Mr. Hearst asked for new business. Mr. Rachlin shared that he felt that Wojeski & Company’s letter to the Board disclosing the firm’s responsibilities in an audit seemed very limited. It seems, he indicated, as though the auditors might not point out areas of deficiency. Ms. Ward assured Mr. Rachlin that Wojeski does make recommendations on their management letters and follows up on them the following year. Mr. Rachlin asked whether the Board is fully apprised of the New York Prudent Management of Institutional Funds Act (NYPMIFA) which was signed into law in September 2010. Ms. Ward will review this with Mr. Fein and report to the Board at the next meeting.
A motion to adjourn the meeting was made by Ms. Brinkley, seconded by Mr. Pagano and unanimously passed. Mr. Hearst adjourned the meeting at 4:15 pm and thanked all for their participation.
Grazia A. Yaeger
June 13, 2011