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Present: Board Members (with representation): Jane Burton-Bell (SJIFMA), Bruce Gregory (SJICD), Greg Hertel (Port of FH), Rick Hughes (OIFM), Candace Jagel (WSU Ext.), Megan Jones (at large), Elaine Kendall (SJIFMA), Christine Miller (SJC Fair Board), Rebecca Moore (SJIFMA), Cloud Oakes (at large), Suzy Pingree (at large), Madden Surbaugh (restauranteur), Rob Waldron (IGFC), Bill Watson (EDC), Peggy Weir (SJIFMA)
Project Director: Lovel Pratt
Observer: Hawk Pingree
Absent: David Bauermeister (NABC), Denise King (SVC)
Meeting convened: 1:30 p.m.
1. MINUTES
Motion (by Bill, seconded by Madden): The minutes of the last board meeting should be approved with the following corrections: the date of the meeting should be 3.4.08 (not 4.4.08) and the date of the fundraising dinner for the permanent farmers market should be May 18th (not May 10th).
The motion was passed unanimously.
2. BOARD COMPOSITION AND DECISION-MAKING
Elaine explained changes to the board composition and representation, as follows: Eliza Buck stepped down from her position as CD representative, as well as Guild treasurer, because of other work commitments. Bruce Gregory, who had been representing the EDC, agreed to represent the CD in Eliza’s stead, and Bill Watson agreed to represent the EDC in Bruce’s stead and also to serve as treasurer.
The board was advised of these proposed changes in an e-mail message dated March 24, 2008 from board president Elaine. Replies in support of these changes were received from board members Christine, Bruce, Peggy, Rebecca, Suzy, and Candace.
Agreed by consensus: The board approves the above changes to the composition of the board and thanks Eliza for her excellent work.
Discussion followed of when a board resolution is needed.
Agreed by consensus: Most board decisions will be explained and captured in the minutes as motions or as an agreement made by consensus. When there is consensus that a formal resolution is required, then a resolution will be drafted.
Agreed by consensus: Decisions can be made by e-mail unless there is dissent (less than 100%), in which case discussion will be deferred to a board meeting. Candace will track the e-mail replies and keep them for the record. Items agreed by e-mail will be ratified at the following board meeting.
3. WEBSITE DEVELOPMENT
Motion (by Candace, seconded by Cloud): Recognizing the need for a website, the Ag Guild Board should accept the generous offer by board member Suzy Pingree to develop and maintain a website for the guild.
The motion passed unanimously with one abstention (Suzy).
4. FINANCES AND MAIL PROCESSESA. Financial processes: Newly appointed treasurer Bill met with Lovel to discuss financial procedures, which will be as follows:
Motion (by Bill, seconded by Bruce): Processing data that will be presented to the board for approval. Rick Hughes will undertake financial record keeping for the Guild. He will not be handling money or writing checks but will process financial data using QuickBooks. Get the revised wording of the resolution from Lovel (Lovel will send).
The motion passed unanimously with one abstention (Rick).
Discussion followed of how to purchase QuickBooks. The cost of an online QuickBooks account would be approximately $30/month for 3-way access from separate computers. Lovel and Bill would have read-only privileges and would communicate data to Rick for entry. Until the Guild adopts a budget, the entire board must agree on purchases.
Motion (by Cloud, seconded by ____): Bill and Rick will research and purchase access to QuickBooks, and report back to the board at the next meeting.
The motion passed with two abstentions (Bill and Rick).Motion (by Madden, seconded by Bruce): The treasurer, the chair, and vice-chair will be signers on Guild financial accounts.
The motion passed unanimously with three abstentions (Peggy, Bill, and Elaine).
Motion (by Jane, seconded by Bill): The secretary and project director will have keys to the PO box.
The motion passed unanimously with one abstention (Candace). Candace and Lovel will meet with Ron Zee to have the keys put in their name.
5. PROJECT DIRECTOR STATUS REPORT
A. Suggested changes to ag guild texts. In an earlier e-mail (attached), Lovel suggested changes to the mission and vision statements and to the website Q&A text
Agreed by consensus: We concur with Lovel's suggestions. We will continue to use the term “permanent farmers market” among ourselves but will weave the term “multi-use ag facility” into the website texts for the benefit of potential funders visiting the website. Lovel and Suzy will refine the website text as per Lovel's e-mail.
B. Board development, IRS requirements, and liability. Lovel had previously e-mailed material on board development and IRS requirements for non-profits. The board is comfortable with these. WA State requires that non-profit organizations wishing to raise money be registered with the state.
Motion (by Rebecca and seconded by Jane): The Guild chair and vice-chair will submit an application to the WA State Charities Program. The motion was passed unanimously with two abstentions (Peggy and Elaine).
Lovel suggested that we look at possible conflict of interest and draft a conflict of interest policy.
Agreed by consensus: Greg will research conflict-of-interest language used by taxing districts and send this to Peggy. Peggy will put together a text for the board review and approval.
Question from Madden on liability: Will the Ag Guild be liable for the PFM?
Agreed by consensus: This will be examined as part of the feasibility study.
C. Grant Proposal Status
Lovel presented the FMPP 2008 grant proposal, which she completed and submitted on a very short deadline. She conferred with David Bauermeister (NABC) and used language from grant applications that NABC had submitted previously on behalf of the PFM. Lovel asked for feedback from the board on the language she used in the application so that she can refine that language for future use.
Lovel is currently working on a grant proposal for SJC hotel/motel tax funding, available in 2009. The proposal, due on April 10, asks for a budget and a timeline, which we can't yet provide. Lovel would still like to apply now (for between $25K and $50K), since it would allow building in 2009. She would include with the application the Rapid Market Assessment (RMA) done by WSU in 2004 and the RMA done by Paul Lacrampe last summer. Interestingly, both surveys, done years apart, yielded the same percentage of residents to visitors (60%) shopping at the market. To qualify for funding, we would need to show how the PFM will enhance the tourist experience. Discussion followed of how to indicate ARC endorsement of this funding proposal.
Agreed by consensus: the ARC will approach the county council separately, raise the subject of the Guild's application for hotel/motel tax funding, and state its support.
Motion: (proposed by Candace and seconded by Christine): Recognizing that a year-around covered farmers market facility will serve visitors to San Juan Island and recognizing that lodging tax funds have been used in other communities in the state to construct such facilities, the board should support the submission of a grant application for the Farmers Market Agricultural Facility on San Juan Island to the San Juan County Lodging Tax Advisory Committee for project funding from the 2009 Lodging Tax Facilities Program.
Discussion followed of whether and how to submit an incomplete application (without a project schedule and budget) in order to get the PFM project on the county radar. Bill moved and Rob seconded a motion to reverse our earlier resolution. After discussion Bill withdrew his motion.
Agreed by consensus: Lovel will discuss the situation with Pete Rose and proceed with the application (or not) subject to Pete’s recommendation.
Agreed by consensus: Bill will draft a budget for the board’s review. In the meantime, we will not submit an in-kind budget for the organization and the PFM project.
D. Activities report
Lovel needed a description of Guild activities for Cathy Cavenaugh, who filed non-profit status with the state for the Guild on April 2. Lovel drafted a list of activities, which was e-mailed to board members on March 27, 2008. Cathy used this list. Lovel asked whether the board development section could be made more specific.
Agreed by consensus: The Guild activities will be amended to include a board retreat (to demonstrate board development) scheduled for fall 2008.
Lovel requested that the Fundraising and Educational Materials Subcommittee be formed to work with her.
Agreed by consensus: Lovel will take charge of generating materials, which will be brought to the board for review and approval.
6. FUNDRAISING DINNER
The fundraising dinner, hosted at Steps, has been scheduled for the evening of Sunday, May 18. It is being organized in conjunction with a WSU marketing workshop the day before and a joint SJI FMA and Ag Guild meeting, also on Sunday, from 2:00 – 4:00 p.m. The keynote speaker for these events is Vance Corum. Vance's fees are steep ($1000) to be paid by income from the dinner (potentially $2000). The goal of the dinner is to cultivate potential future supporters (revenue).
To make the most of Vance, we need materials to tell people about him (his credentials), to be included in the invitation. The dinner will be by invitation and is also open to the public.
The goals for the two Sunday events were discussed, as follows:
Vance’s dinner speech should light a fire under people and help them understand that this is doable and a benefit for the community (explain how).
At the Sunday workshop, Vance should cover pitfalls; good practices to advance a farmer's market; how the PFM and the Guild can be happily married; how to keep lines of communication open; process; and clarity in the process.
The Subcommittee (Madden, Jane, and Rebecca ) will work on a list of invitees and communicate this to the board for feedback
SEMINAR INFO (GRANT WRITING, ETC.) WILL BE CONDUCTED BY E-MAIL.
The meeting was adjourned at 3:28 p.m.
NEXT MEETING: May 6, 1:30 – 3:30 p.m. at the CD office.