Minutes of the Archives Partnership Trust Board Meeting
3:00 pm, October 6, 2011
The Hearst Tower, 44th floor, 300 West 59th Street, NY, NY
Board Members Present
John Hanna, Chair; George R. Hearst III, Vice Chair; Nedda Allbray, Tom Birdsey, Harold Iselin, Bronwyn Hannon, Harold Holzer, Jack McEneny, Stephen Pagano, Lauren Rachlin, and Gary Smith.
By Telephone: Barbara A. Brinkley, Treasurer; Celine Racine Paquette, Secretary; Kathy Ahearn, and Kimberly Gilmore.
Christine W. Ward, Chief Executive Officer; Robert Bullock, President; Grazia Yaeger, Assistant Secretary and Manager of Membership and Special Initiatives
By Telephone: Jill Rydberg, Assistant Treasurer and Administrative Officer/Director of Prospect Research.
Board Members Excused
Avi Schick, Jay Summerson, and Rosemary Vietor.
Call to Order
Mr. Hanna called the meeting to order at 3:30p.m., noting the presence of a quorum.
News & Introductions
Mr. Hanna thanked fellow Board member Mr. Hearst for hosting the Archives Partnership Trust Board meeting at the Hearst Tower in New York City. Mr. Hearst welcomed all Board members and said it was his pleasure to host the meeting.
Mr. Hanna shared sad news of the passing in September of the first Trust Board Chair, Mr. William L. Frost.. Mr. Frost, as the President of The Lucius N. Littauer Foundation, facilitated many years of support to the Trust. Mr. Hanna had hoped that The Littauer Foundation’s new President, Mr. Robert Frost, would have been available for this Board meeting to receive a framed photograph, created for the Littauer Foundation,recognizing their support, However, his schedule did not allow him to attend. The photograph will be presented too Mr. Frost at a later date.
Mr. Hanna said that former Board member Dr. Ann Buttenwieser would be attending the Trust meeting later to receive a gift recognizing her years of service on the Board.
Resolution for Approval of Minutes of May 26, 2011, Board Meeting (Item 2.1)
The next item was a resolution to approve the minutes of the May 26, 2011, Annual Board meeting. The motion to approve the resolution was made by Ms. Allbray, seconded by Mr. McEneny, and unanimously passed.
Resolved, that the minutes of the May 26, 2011 Annual Board meeting are hereby approved.
Financial Reports (Item 2.2)
Ms. Rydberg reported that as of August 31, 2011, the Endowment Investment Account’s net equity value was $3,252,495. 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 $12,705. The cash balance for the Operations Account was $238,085 and for the Projects Account was $185,647.
Resolution to Amend Trust’s Investment Guidelines (Item 2.3)
The next item was a resolution to amend the Trust’s Investment Guidelines. The motion to approve the resolution was made by Mr. Holzer, seconded by Mr. Rachlin, and unanimously passed.
Whereas, the endowment custodian, Janney Montgomery Scott, LLC, has discontinued distribution of quarterly statements as the statements were not a Janney compliance-approved product;
Resolved, That the Archives Partnership Trust Board amend its Investment Guidelines, as amended at its March 25, 2010, meeting, to read:
9. The specific investments to be selected shall be selected by the Investment Committee of the Trust Board. The Investment Committee shall meet at least quarterly and it shall maintain written minutes of its deliberations. Copies of its minutes shall be distributed by the Assistant Treasurer within ten business days of any meeting to each member of the Trust Board. The Investment Committee and the Assistant Treasurer shall obtain monthly statements of the total value of the endowment and the value of each security or mutual fund contained in the endowment. A copy of the monthly statement shall be sent to each member of the Trust Board within 30 days of the close of the month.
Resolution to Renew 2k Design Contract (Item 2.4)
The next item was a resolution to approve the renewal of the 2k Design contract for graphic design services. Ms. Ward said that while the contract is for up to $35,000 a year in order to accommodate a variety of graphic design services needs, actual expenses incurred under this contract have typically averaged about $25,000 a year. Mr. McEneny said that the magazine generates tremendous goodwill. Ms. Hannon shared that the editorial quality is wonderful. The motion to approve the resolution was made by Ms. Allbray, seconded by Mr. Rachlin, and unanimously passed.
Whereas, The New York State Archives Partnership Trust’s contract with 2k Design, dated January 27, 2009, for free lance graphic design services, including but not limited to designing New York Archives magazine issues, fundraising, membership, and corporate partners collateral, and invitations, provided that the Trust may, with Trust Board approval, renew the contract for up to four additional one-year terms;
Resolved, That the contract with 2k Design, for free lance graphic design services, including but not limited to designing New York Archives magazine issues, fundraising, membership, and corporate partners collateral, and invitations, be renewed at a cost not to exceed $35,000 for one year for the period February 1, 2012 to January 31, 2013. Appendix B is revised to show the dates of the renewal period, and the total funding available for the renewal period. All other terms of the contract shall remain in effect.
Resolution to Renew Magazine Editor Contract (Item 2.5)
The next item was a resolution to approve the renewal of magazine editor, Judy Hohmann’s, contract. Ms. Ward stated that the contract includes a $2,000 increase to $32,000 and that Ms. Hohmann agreed to hold at that rate for 3 years. The motion to approve the resolution was made by Mr. Iselin, seconded by Mr. Smith, and unanimously passed.
Whereas, the New York State Archives Partnership Trust Board’s contract with Judy Hohmann, dated December 9, 2009, to serve as editor of New York Archives magazine, provided that the Trust may, with Board approval, renew the contract for up to four additional one-year terms;
Resolved, That the contract with Judy Hohmann, to serve as editor of New York Archives magazine, be renewed at a cost not to exceed $32,000 for one year for the period January 1, 2012 to December 31, 2012. Appendix B is revised to show the dates of the renewal period, and the total funding available for the renewal period. All other terms of the contract shall remain in effect.
Mr. Birdsey reported that the “Independent Auditor’s Report” section is the auditor’s opinion, which for the Trust’s audit year is a “clean” opinion – the best opinion an audit can receive. Mr. Birdsey shared that Mr. Stephens (of the audit firm Wojeski & Company) noted that due to the Trust’s unique status as both a state agency and non-profit organization, the presentation of the financial statements has been changed to be more in line with a non-profit’s presentation which will in turn help streamline completing the Trust’s IRS Form 990 and the new Cultural Data Project Profile [an online management tool designed to strengthen arts and cultural organizations required by many grantor organizations].
The Audit Committee recommended that the Board accept the audit. The motion that the Board accept the audit was made by Mr. Birdsey, seconded by Mr. Rachlin, and unanimously passed.
Whereas, the New York State Archives Partnership Trust Board’s Audit Committee, at its August 25, 2011, meeting, examined and discussed in detail the audited Financial Statements and Compliance Report, as well as the supplementary Report to the Board and Management Letter of the New York State Archives Partnership Trust for the year ending March 31, 2011 and dated August 25, 2011; and
Whereas, the Audit Committee adopted by resolution a recommendation that the Trust Board accept these audit documents;
Resolved, That the audited Financial Statements and Compliance Report and the supplementary Report to the Board and Management Letter of the New York State Archives Partnership Trust for the year ending March 31, 2011 and dated August 25, 2011, be accepted by the Board.
Mr. Hanna commented on the fact that the Trust uses Wojeski & Company to prepare our audit. Even though Mr. Wojeski had no direct involvement with the Trust audit, Mr. Hanna noted that Mr. Wojeski has recently been linked to a legal proceeding charging that Mr. Wojeski had filed a misleading document with the SEC. While Mr. Hanna noted that this was not a criminal charge and that Mr. Wojeski is appealing the charge, Mr. Hanna believed the Board should be aware of the case.. Mr. Iselin asked if the Trust rotated audit firms. Mr. Hanna said that we had not. Ms. Hannon said that is best practice to rotate audit firms each year to ensure a good faith audit.
A motion requesting that the Trust issue a request for quotes to audit firms for the next audit was made my Mr. Rachlin, seconded by Mr. Hearst, and unanimously passed.
Resolved, That the Archives Partnership Trust will issue a request for quotes to audit firms for the audit of the Trust’s financial statements for the year ending March 31, 2012.
There was no Executive Committee activity.
Ms. Brinkley reported that the Investment Committee met on July 20, 2011, and that all Board members had received a copy of the meeting’s minutes. At that meeting, Mr. Paul Murray from Janney Montgomery Scott, reported on the portfolio’s performance which at June 30, 2011, was valued at $3,434,026 and on the market’s quiet second quarter (with a bit of late volatility), and on how the U.S. markets had performed better than the global markets. The Committee agreed to not make any investment changes at that meeting. Ms. Brinkley noted that the Committee would discuss the New York Prudent Management of Institutional Funds Act and its impact on the Trust’s endowment and Investment Guidelines at its next meeting.
There was no Nominating Committee activity.
Mr. Bullock gave his report on Trust fundraising and programming (see Attachment I). During his report a discussion ensued regarding the Trust’s current membership marketing strategy. A meeting will be scheduled next month with Mr. Hearst, Mr. Holzer, Mr. Bullock, and Ms. Yaeger to discuss the membership program.
Executive Officer’s Report
Ms. Ward gave her report on Trust-supported Projects and State Archives activities (see Attachment II).
Prior to the conclusion of the Board meeting Mr. Hanna presented Dr. Buttenwieser with a framed photograph from the collections of the New York State Archives, of Manhattan from Governors Island, recognizing her service on the Board. Mr. Hanna shared that Dr. Buttenwieser has been a leader in many ways, starting the Frances Perkins Leadership Gift Society and serving on the Larry J. Hackman Research Residency selection committee, something she continues to do even though she is no longer on the Trust Board.
A motion to adjourn the meeting was made by Mr. Rachlin, seconded by Mr. Iselin, and unanimously passed. Mr. Hanna adjourned the meeting at 5:00 pm and thanked all for their participation.
Grazia A. Yaeger
November 17, 2011