Minutes
ACBL Educational Foundation
Board of Trustees
Chicago, IL
July 15, 2006
President Geoffrey Cross called the meeting to order at 9:30 a.m. Saturday, July 15, 2006.
Present: President Geoffrey Cross, Vice-President Donald Mamula, Treasurer Jerry Thorpe, Secretary Eugene Kales, Phyllis Harlan, Dewitt Hudson, Jim Kirkham, Christopher Shaw, Jonathan Steinberg.
Absent: Flo Belford [as per Bylaw V.3. absence was approved for cause, no dissent]
Also present: Jay Baum, ACBL CEO, Harriett Buckman, ACBL President, Dan Morse, George Retek, Aileen Osofsky, Carole Berry and John Gillespie, Bridge Kids Canada, and Patty Tucker of Atlanta.
1. Approval of Minutes
The minutes of the April 1, 2006 Dallas, TX meeting were approved without dissent.
[6.c.] Dan Morse spoke on behalf of Donna Compton about the World University Bridge meeting in China in October this fall for college students (‘Juniors’) from around the world. Donna is trying to arrange funding of $20,000 from other sources. request for funds was declined by both the ACBL and the USBF for budgetary reasons. [The ACBL provides $50,000 annually to the USBF for Junior Programs.] During discussion by the Trustees it was admitted that this is very good for Bridge, but questioned whether it was in accord with our mission to be educational. The amount of (probably) $5,000 is being requested by Donna Compton for the University Teams through the USBF; no special request was placed before the ACBL Board of Directors at its just-completed meetings. Trustee consideration of this item occurred under Grant Applications below.
2. Reports to the Board
2.a. School Bridge Lesson Program report was not made because of the absence of any representative from the ACBL Education Department.
2.b. Bridge Kids Canada report presented by John Gillespie and Carole Berry. The $40,000 grant has been spent; a board game has been developed to review various bridge topics. Copies of a fourteen page report was distributed by the Secretary to the Trustees. Of specific objectives in the application, two instructors have been recruited and trained; presentation has been made to two school boards; two community centers or bridge clubs have been involved in workshops. [From the printed report, we found that during the 2005/6 academic year, over 700 students have attended 33 classes in 17 schools, 250 of them taking both semesters; these weekly classes were one period during regular school hours, for sixteen weeks.]
Bridge Kids Canada has received some funding from the ACBL through the School Bridge Lesson program for materials and teacher stipends; it does not appear to overlap what the Educational Foundation has funded. Some of the things being done seem similar to those being done by the ACBL Marketing Department.
2.d. Carlinville Project update presented by Chris Shaw; results show a favorable gain in nearly all academic skills over the period studied of 5th, 6th, and 7th graders when Bridge was taught as part of the mathematics curriculum. (see report) Patty Tupper of Atlanta commented that Bridge has made a difference there, too, and that this study has helped get Bridge into their schools.
2.c. Hudson distributed a report on Brazos Valley Bridge program by Barb Nance. Three classes with a total of twenty-two students are being taught. The program budget showed a surplus of $900 and Nance suggested that it be used to run a fall program. Motion by Shaw to approve use of the surplus to continue the Brazos Valley Bridge program for Fall 2006. Approved unanimously.
2.e. Toronto Bridge program report from Flo Belford was considered by the Board; and addendum from Flo was distributed by the Secretary to the Trustees. Motion was made to approve continuation of the Toronto Bridge program through 2006/2007 with the unspent funds from the original grant. Approved unanimously.
2.f. In a general discussion of the programs reported above, the contrast between Bridge Kids and Toronto Bridge was noted. Cross bemoaned that the Foundation has funded large programs which were abject failures like Bridge In Schools or of doubtful or undocumented success such as Bridge Kids and School Bridge Lessons. Funding for ‘small’ programs with clear goals should continue as has been our practice. Cross is of the opinion that when it comes to large teaching grants we have been getting discouragingly little for quite a lot of money. He suggested we need to work more closely with the ACBL Educational Department to structure a more rigorous school program as it is the single largest item in our budget. Trustees recognize that Grand Plans for school students are not likely to create large numbers of bridge players. Kirkham said that small programs based on volunteer efforts are likely to be worthwhile, but for large programs involving bureaucracies and ambitious goals we are never going to ‘get our money’s worth.’ Mamula suggested that we need to develop a strategic overview of where the Foundation efforts should be directed—age groups, venues, methods. At the least, we need to analyze a proposed program in greater depth to determine its feasibility, practicality, and efficiency. President Cross proposed that one way to encourage large program review would be for the Foundation to advise the ACBL that the School Bridge Lesson Series would not be funded in its present format. Shaw so moved, and the motion passed unanimously.
3. President’s Report
3.a. President Cross reported on the Shoop program problems. The King/Queen of Bridge $1,000 scholarship is fully funded by a $25,000 grant from the International Palace of Sports to the Homer Shoop restricted fund. The Pre-Teen $5,000 scholarship was supposed to be funded by a further grant of $84,000 from the International Palace of Sports which was never received by the Foundation. The ACBL paid out three scholarships totaling $15,000 without Foundation approval. These three should not have been paid since they were awarded before we took over the program; they should rightfully have been paid by the International Palace of Sports. In addition a further seven scholarships each of $5,000 have been granted and will be claimed in the future. In discussion of this between President Cross and ACBL CEO Jay Baum, a compromise offer by Cross to split the liabilities was flatly rejected by CEO Baum. Motion was made that those Trustees who are also on the ACBL Board of Directors (Harlan, Kirkham, Steinberg) to have this matter brought to the BoD for resolution. Approved unanimously. The President will draft a summary of the problem and its history for them to present.
3.b. President Cross reported on the Bridge at Schools suit against various and sundry including the Educational Foundation. He informed us that an evidentiary hearing has been scheduled for August 22 (It involves determination of whether the employment contract was fraudulently altered by one party or the other as to whether dispute arbitration was mandatory or optional.)
[3.a.] Jay Baum joined our meeting. President Cross explained that there is apparently a real problem with the SBLS program, our largest expenditure by far. Specific requests for someone to report on the program for both the previous Dallas and this Chicago meeting were made and no one has shown up to give the Trustees a report. Jay was informed of our position and actions [3.a.] above. The Education Department must submit a new grant application for a revamped SBLS-type program for our fall meeting in Honolulu.
3.c. Cross reported that there were no disbursals from the President’s Discretionary Fund.
4. Treasurer’s Report
4.a. Foundation Treasurer Jerry Thorpe reported on the decrease in $2 donations made when members renewed their ACBL memberships. Because placement of the check-off box for Educational Foundation donation has been changed and also now receives competition from the USBF box, donations from 2004 to 2005 have dropped forty percent. The reformatting of the renewal form it reported to have been in response to complaints that the optional nature of the check-off(s) was ambiguous whereas now the optionality is clear. Harlan noted that the BoD were informed that there were ‘legal issues’ spurring the change from perceived opt-out(old) vs. clearly opt-in(new) donation boxes on the renewal form. Harlan also noted that the mid-week ‘Continent Wide’ game at the NABCs has been eliminated, although it will continue to be held at all local clubs. We still continue to have the Thursday kick-off Educational Foundation Games.
[7.a.] Trustees also on the BoD were asked to raise the issue of holding [more] special games to benefit the Educational Foundation. Harlan stated that she did not receive the previous meeting minutes, as a reminder, in time to submit an agenda item on this matter for the BoD meeting; items must be submitted at least six weeks in advance. Kirkham also observed that the BoD and ACBL appear to be going in the opposite direction and are holding fewer rather than more special games. Cross suggested that a change to allow clubs to hold games in February for either the Junior Fund or the Educational Foundation be proposed. Mamula broadened this to a separate month for Education as there is for Juniors, International Fund, and Charity; this was well received by Harlan, and will be taken to the ACBL BoD.
4.b. Foundation Treasurer Jerry Thorpe distributed a short summary of recent short term investments by the Educational Foundation. He has decided to focus on short term instruments in the current climate of rising interest rates; we have over $500,000 invested in such government notes, CDs, and money market funds
4.c. Treasurer Thorpe informed the Trustees that the posters specially ordered for the Thursday NABC Educational Foundation Games cost $200 and were ‘always done in the past’ but he and other Trustees agreed that this expense is unnecessary and he did not authorize posters for Chicago (and we will not order them in the future).
5. Audit Committee Report
Chairman Shaw of the Audit Committee reported that the committee accepted the revised audit report from Jackson, Howell & Associates, PLLC. The ACBL Educational Foundation had total assets at the end of 2005 of $536,119 in both general and restricted funds.
6. Grants
6.a. Robert Feller submitted grant request for translation of the Club Series into Spanish which was received just before our Dallas meeting. Checking with the ACBL confirmed that the translation had, as we suspected, already been done, and that the texts are gathering dust in Memphis. The Trustees unanimously decided not to fund the grant; Secretary Kales has notified Mr. Feller that a second translation was not needed.
6.b. Unit Growth Seminar grant requests were received from Units 176, 225, and 237 ranging in requested amount from $700 to $1100 for speaker stipend and transportation. Dewitt Hudson praised the efficacy of these seminars and noted that his District 16 was second among all districts in membership retention/increase in the last year, moving up from twenty-first place a few years ago. Kirkham and Harlan also spoke of the worth of the seminars. The Trustees discussed what expenses should be covered, maximum amounts, partial subsidies, and matching funds. Motion was made by Mamula to fund fifty percent of the Unit Growth Seminar grant requests from Units 176, 225, 237 up to a maximum of $750. Passed unanimously.
6.c. Discussion ensued by the Trustees concerning the request presented above by Dan Morse from Donna Compton for $5,000 to support sending juniors to the 3rd World University Bridge Championship in Tianjin China. The basic issue raised was whether this actually falls within our mission or whether the Educational Foundation is being approached as a funder of last resort after the ACBL and USBF have declined to fund the request. (The Trustees note that the ACBL has a large Junior program with significant funding.) No motion was made to approve funding of this request.
7. Old Business
7.b.i. Foundation Bank Account: President Cross reported that we now have control over the checking account. Signatories on the account are the President, Vice-President, and Treasurer, any two of whom are required to sign checks.
7.b.ii. Foundation Bookkeeping: Vice-President Mamula assumed the chair for this item. Geoffrey Cross proposed that beginning in 2007 the Foundation assume complete accounting duties from Memphis staff and hire a part-time independent contractor at a salary and with duties as outlined in his Administrative Proposal document presented to the Trustees. He offered his services to the Foundation in this capacity after the expiration of his term as a Trustee of the Foundation. Moved by Shaw and Harlan that the ACBL Educational Foundation engage Geoffrey Cross as an independent contractor beginning 1 January 2007 to perform accounting duties at the recommended stipend as outlined in the proposal presented to the Board. Passed unanimously [abstain: Cross]. Vice-President Mamula then relinquished the chair back to President Cross.
7.b.iii. Foundation Investments: As was decided in Dallas [7.a.ii.] the Foundation would not take over its own investment management until further discussion in Honolulu.
7.c. Foundation Bylaws: Mamula brought to our attention the motion recently passed by the ACBL BoD which seems to render the need to amend our bylaws moot. Steinberg explained that the motion was to invite representatives of the ACBL Charity Foundation, the ACBL Educational Foundation, and the ACBL Board of Directors to meet and discuss a merger of the two Foundations into a new foundation to benefit bridge related interests. Mamula clarified that the meeting would be of the voting memberships of the two Foundations (coincidently the BoD) presided over jointly by the two Foundation Presidents. Kirkham reiterated that this meeting is only to discuss, not to dispose, the issue. Jim said that many [BoD] would like to see current charity dollars directed more toward specifically bridge needs. Cross recommended that, as there will be several obvious legal issues raised during such a meeting, legal questions be answered before the meeting is held, and that the Educational Foundation require such answers before sending a representative to the meeting. For example, how does the Educational Foundation handle Restricted Funds such as Feldman, Pender, or Shoop; can they be transferred to a new 501(c)(3) organization; how would we terminate the Foundation if we can’t transfer them; what is the stated purpose of the proposed foundation and will it be approved for 501(c)(3) status; who will fund the legal costs of opinion and transfer. [In an aside, Mamula informed the Trustees that Tennessee corporate law allows conference calls to transact business even if not specifically covered in bylaws.] Shaw suggested that if one of the Foundations dissolved and transferred its assets to the other Foundation, both of them being already-approved 501(c)(3) entities, there would be little need for complex legal questions. [The fact that Charity does not have any ’Restricted Funds’ as does Education may influence the selection of the to and from of asset transfer.] President Cross reiterated the need for independent legal counsel in as much as the League position would be expected to be represented by League counsel; in his judgment all three organizations should obtain independent legal opinions in this matter. Kirkham and Steinberg noted that League counsel has always given unbiased opinions when his advice is requested. Mamula suggested that we could through bylaw amendment redefine our mission to encompass some of these new bridge areas. Consensus of the Trustees is that the President shall request that the legal questions be answered by independent counsel at no expense to the Foundation, if possible by our Honolulu meeting.
The President requested that notwithstanding possible future organizational changes, we should proceed with consideration of bylaw amendments. Mamula will process Trustee suggestions for Honolulu, perhaps earlier by electronic communication.
8. New Business
8.a. Secretary Kales had provided examples of current Foundation ads and a recent table of Bulletin advertising rates. The Foundation runs a one-third page ad and receives a fifty percent discount. Given our annual expense of over $8,000, discussion centered on whether the ads are useful. Suggestions for improving the ads focused on making them simpler and clearer. More straightforward: Here’s what we do, and here’s how you can donate to help us do it. Short, punchy, to-the-point. Cross established an ad hoc committee of Shaw, Mamula, and Kales to design new ads for the Foundation. Steinberg supported continuing the current ads until replacements are produced. After some discussion, Thorpe moved to approve funding for the September and November ads as written. Approved unanimously.
8.b. Patty Tucker spoke to the Trustees about the Junior Bridge program in Atlanta providing free lessons as a 501(c)(3) corporation founded this past January. They have held five summer camps with 69 children ages six to eighteen, and expect 40-50 in five more camps this summer. A grant application has already been submitted (which will undoubtedly be forwarded to the Secretary next week) for our consideration in Honolulu. The focus of the lesson programs is in community centers, churches, libraries, and some bridge clubs; it is not the ‘School Bridge Lesson Series’ even though some lessons are held in schools; they hope to have seventeen locations for both beginner and intermediate classes this fall. Atlanta Junior Bridge has attracted funding from district, unit, and private sources. Cross offered to help Tucker rework the grant application for our Honolulu meeting to include specifics on outside sources and amounts received as well as some statistics on what has already been accomplished and clear specific goals for the use of Foundation funds granted.
9. Miscellaneous
Trustee terms of office are expiring for Cross, Steinberg, and Thorpe. Steinberg will not be seeking reelection to the Board; Cross cannot seek reelection having served two successive terms; Thorpe will be seeking for reelection to the Board. Cross reminded the Trustees that Foundation officers are elected at the Fall meeting and anyone unable to be present in Honolulu should make known any intention to run for any Foundation office. Thorpe will not be able to attend but wishes to be considered for President of the Foundation. He would be willing to be reelected Treasurer if not elected President.
8.c. Michael Sherman submitted a grant request ‘any means of assistance’ for his proposed Bridge Across America bicycle tour from New York to California promoting bridge along the way. There was no motion made to provide assistance for his project.
The meeting adjourned at 12:10 noon.