Board of Directors Meeting J.W. Marriott Hotel Los Angeles

Board of Directors Meeting
J.W. Marriott Hotel Los Angeles
Los Angeles, California
March 14, 2014
MINUTES
Attending
Becky Berg, President (WA); Debra Hill, Immediate Past President (IL); Nancy Gibson,
President-Elect (IL); Marie Adair (NJ); Ronal Butler (VA); Susie Carr (OH); Jon Chapman
(Washington, D.C.); Judith Golden (CT); Joseph Goodnack (PA); Mary Kay Kirkland (UT);
David Mathis (SC); Matt McClure (AR); Pam Vogel (IA); Judith Zimmerman (OH).
Absent
Pasi Sahlberg (Finland).
ASCD Staff
Gene R. Carter, Executive Director; Deborah Hall-Pope, Chief Organizational Services Officer,
Organizational Services; Ron Miletta, Assistant Executive Director, Marketing and Member
Services; Richard Papale, Chief Program Development Officer (Interim), Program Development;
Judy Seltz, Deputy Executive Director, Constituent Services; Gregory Smith, Chief Technology
Officer, Information Technology Solutions; Pam Taylor, Interim Chief Financial Officer,
Financial Services and Risk Management; Becky DeRigge, Governance Manager, Constituent
Services.
President Becky Berg opened the meeting at 8:30 a.m.
1.
Receive President’s welcoming remarks.
President Berg welcomed Board members and staff to the meeting. She distributed a gift to
each member of the Board and ASCD staff in appreciation of their service.
2.
Establish the agenda.
President Berg called for additional agenda items. David Mathis proposed adding an oral
report on the work of the Nominations Committee (19.C), and Matt McClure asked to place
a portion of the Executive Session discussion at the end of the business meeting. Ronal
Butler moved, and Marie Adair seconded, to approve the agenda as amended. The motion
carried. No agenda items were moved to the Consent Agenda.
3.
Adopt the November 8, 2013, Board of Directors meeting minutes.
Judy Golden moved, and Judy Zimmerman seconded, to adopt the November 8, 2013,
Board of Directors meeting minutes. The motion carried.
Debra Hill moved, and Adair seconded, to move into Executive Session. The motion carried.
(Agenda item 4, “Receive oral report on personnel and legal matters as needed,” was discussed
in Executive Session. Items 5, “Approve report under separate cover on the Executive Director’s
2013–14 organizational goals and performance;” and 6, “Approve the Executive Director’s
2014–15 salary and benefits” were discussed in Executive Session at the end of the day.)
Golden moved, and Adair seconded, to return to Open Session. The motion carried.
7.
Approve proposed changes to Board Committee charters.
President Berg distributed copies of a list of Board committee (and other ASCD committee)
members. She said that the officers will review the committee structures to better stagger
membership, and she will then provide a revised list.
Pam Taylor reviewed the proposed changes to the Finance Committee charter, noting that
the changes reflected revisions to the Committee’s structure. Mathis moved, and Golden
seconded, to approve the proposed changes. The motion carried. Mathis moved, and
Vogel seconded, to include two Board members on the Finance Committee with
experience. The motion carried.
8.
Reports from the Audit Committee.
8.A Receive report on Audit Committee activities, 8.A.1 Receive auditors’ report for
FY13, and 8.A.2 Receive auditors’ management letter for FY13 and staff response.
Audit Committee members Susie Carr and Joe Goodnack reviewed highlights from the
Audit Committee’s report, including the Committee’s charge and the auditors’ finding
that there were (1) no deficiencies in internal controls and (2) no adverse comments
in any significant matters. The FY13 audit report expressed an unqualified
“clean” opinion. Carr reviewed total assets and investments and the reserve fund
balance. Goodnack reviewed the statement of activities, noting that revenue had
declined overall but that expenses had remained relatively flat. Carr shared additional
information related to the interest rate swap agreement.
Taylor distributed copies of background materials for agenda items 9 and 10.
9.
Receive second quarter FY14 financial report.
Executive Director Gene Carter stated that “we are in an era of a new normal—tumultuous,
data-driven, mobile, and social.” FY14 state school budgets should continue to show signs
of growth. Taylor said ASCD’s revenue is trending down. Our major product types are
suffering; we are 25 percent behind budget. Carter noted ongoing discussions about the
changing role of teachers, saying there are some opportunities with regard to teacher
preparation. Taylor noted that Annual Conference activities are not reflected in this report.
10. Receive Investment Portfolio Performance Report.
Taylor commented that total cash and cash investments have declined slightly. Carter said
that members of the Board of Directors should have an opportunity for a private
conversation with consultants from Marco Investment Management LLC once a year.
11. Receive Board Competencies Committee (BCC) report.
Board Competencies Committee members Gibson, Goodnack, and Mathis reviewed 10
proposed competencies for Board members. (The Committee’s purpose is to identify, on a
continuing basis, potential candidates for the Board of Directors and to anticipate particular
competencies required to maximize the Board’s value to the Association and to identify
persons for Board candidacy.) The proposed competencies are as follows:
Persons considered for election to the ASCD Board of Directors will demonstrate the
following competencies:
1. A global perspective and experience working across international and cultural
boundaries.
2. Experience as a member or leader on a board of directors of a for-profit or not-forprofit organization.
3. Experience as a leader who facilitates and encourages creativity and innovation.
4. Working knowledge of the potential for technology to support and enhance learning,
teaching, and leading.
5. Demonstrated experience applying financial and business acumen to accomplish
strategic priorities of an organization.
6. Experience using data and research to support strategic decision-making.
7. Distinguished professional accomplishments that complement the goals of an
organization.
8. Experience leading and managing transformational change.
9. Demonstrated knowledge of the role of advocacy in supporting and promoting an
organizational mission.
10. Demonstrated oral and written communication skills.
Mathis said the competencies were not about demographics but about the experience that
individuals bring to the table; these competencies will apply to Board-appointed positions as
well.
Judy Seltz reminded Board members that the BCC replaced the Board Diversity
Committee; its members will consider what the Board will look like after July 1 and make a
recommendation whether the one vacant (diversity) position should be filled. At the request
of the ASCD Nominations Committee, there is to be some coordination between its work
and the work of the BCC. BCC members will further review the competencies to determine
which might be nonnegotiable and which might be optional. McClure moved, and Golden
seconded, to approve the proposed competencies. The motion carried.
12. Receive Board Product Development Committee report.
Committee members Chapman said that he and other Committee members McClure and
Kirkland and staff liaison Richard Papale were working in an era of challenges but also
opportunities. Papale’s team has completed a dissection of those initiatives that are
succeeding and what needs to be retired. The focus is to understand which ones will provide
a good revenue stream—sometimes there is some risk involved. Chapman briefly reviewed
a new product development vetting process and recent cost-cutting actions. Kirkland said
the bottom line is “can we provide solutions for school districts?” President Berg said that
Papale will create a roadmap of the integrated plan along with information on how to
operationalize it quickly.
13. Receive Board Information Technology Committee report.
Committee member Zimmerman acknowledged the work of Committee members Butler
and Vogel and staff liaison Gregory Smith. She reviewed the committee’s charge, which is
to inform and advise the Board on IT-related matters, to advise and report on new trends in
education that are supported or driven by IT, to provide oversight and consulting, to
advise the management team, and to pay attention to IT spending versus the budget. She
noted that the IT group has its own vision and principles, is working cohesively across
workgroups, has conducted “purposeful abandonment” discussions, and continues to work
on customization and mobile-ready initiatives.
President Berg thanked the committees for their reports.
14. Discuss the organization’s budget, philosophy, policies, design, processes, and tools.
Carter said that this report on how to develop a meaningful budget represents the first part
of a series of “tutorials” suggested by Board members at their February 2014 retreat. Taylor
shared information on ASCD’s budget development philosophy, budget design/model,
policies, processes, and tools.
15. Discuss follow-up from February 2014 Board retreat.
President Berg reported on the following prioritized list of topics for future Board
discussion, resulting from a recent survey of Board members.
 Determine a concentration strategy.
 Based on that strategy, ask staff to present to the Board what we should abandon.
 Determine what questions the Board should be asking about finances (within their role).
(The next three items were tied for third place.)
 Ask staff to develop a process for vetting new ventures before they are undertaken and
present to Board.
 Apply global principles generated in Miami to Middle East.
 Learn about internal audit procedures.
 Create a new culture at ASCD—determine the Board’s role.
 Allow Board members to attend committees as observers.
Berg said that Carter previously mentioned he would develop a business plan for the
Middle East for the Board’s review at its July 2014 meeting.
16.
Review and approve Risk Appetite statement.
Kirkland moved, and Chapman seconded, to approve the following Risk Appetite
statement:
The Association operates within a moderate overall risk range. The Association
recognizes the areas of legal compliance, data integrity and security, and the ability to
provide continuous service to members and customers as critical to its credibility and
sustainability as a leading organization in providing professional development for
educators. The Association’s lowest risk appetite is in these areas.
The Association recognizes the current competitive environment for professional
development providers and is accepting of a higher degree of risk with respect to
innovation, creativity, and design in the areas of product and service and the related
marketing and delivery functions.
The motion carried. Carter noted that the statement may need to change over time.
16.A Review Executive Dashboard.
Carter briefly reviewed five of the nine measures attended to so far. Taylor shared
additional information on the five measures (return on investment; debt to equity;
percentage of revenue from new products, programs, and services; human capital
return on investment; and market share) along with their relative metrics.
17. Approve proposed new ASCD policies.
Seltz said that the proposed changes to policies and the proposed new policies resulted from
recent changes in ASCD’s Constitution and new committee structures. Gibson moved, and
Adair seconded, to approve the new and revised policy language. The motion carried.
18. Receive the President’s appointments to the Board nominating committee.
President Berg announced the following members of the 2014 Board nominating
committee: Susie Carr, David Mathis, and Pam Vogel. The committee’s charge is to
develop a slate of candidates for the 2014–15 ASCD Nominations Committee for the
Board’s approval at its July 2014 Board meeting.
19. Updates
19.A Legislative Committee and 2014 Leadership Institutes for Legislative Action.
President-Elect Gibson distributed copies of a report on the work of the
Legislative Committee and the 2014 Legislative Institute for Legislative
Advocacy (LILA) meeting, and she briefly reviewed each document. She also
distributed copies of the 2014 LILA conference program and ASCD’s 2014
Legislative Agenda.
19.B ASCD Forum.
President Berg encouraged Board members to attend the ASCD Forum, scheduled
for 8:00 a.m. on Sunday, March 16.
19.C 2014–15 ASCD Nominations Committee.
Committee facilitator David Mathis reviewed the work of the 2014–15 ASCD
Nominations Committee, which resulted in a slate of five candidates for the 2014
General Membership election of two Board members. The election process is open
from April 1 to May 15, 2014. Committee chair Pam Vogel reviewed the application
and interview processes, and listed some of the Committee members’
recommendations for next year:
 Put together “look–fors” in the interviews for inter-rater reliability.
 Improve understanding of the Board competencies.
 Ensure letters of recommendation identify and address those competencies.
 Shorted the application process to two months (from three).
 Open the election process on March 1 (from April 1).
 Consider presenting candidates at conference (e.g., video clips on buses); include
a recording of them speaking to their vision for ASCD on the ASCD web site.
 Allow persons not elected one year to run again the following year (current
ASCD protocol doesn’t allow an unsuccessful candidate to run as a candidate in
successive years).
Board members reached consensus to develop a new policy on elections to be presented to
the Board at its July 2014 meeting. President Berg thanked Vogel and Mathis for their
work.
20. Recognize retiring Board members (Judy Golden, Joe Goodnack, Debra Hill, Mary Kay
Kirkland, and Pasi Sahlberg).
Retiring Board members Golden, Goodnack, Hill, Kirkland, and Sahlberg were recognized
by Board members, and President Berg presented each of them (Sahlberg was absent) with
a gift in recognition of their service to the Association.
Carter noted that the Board’s fall trip to Shanghai and Inner Mongolia was scheduled for October
9–18, 2014. An orientation will be provided at the Board’s July 2014 meeting.
Zimmerman moved, and Adair seconded, to move to Executive Session. The motion carried; the
business meeting was adjourned at 4:30 p.m.

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