December 3, 2019 HSA Minutes

HSA Co-Presidents Ashley Webb and Julie Lobb called the meeting to order at 7:07 PM on December 3, 2019 in Room B112 of Murch Elementary School.  

1. Executive Board Members present: Ashley Webb (Co-President), Julie Lobb (Co-President), Amy Turner (Vice President), Heather Williams (Vice President), Maurice Werner (Treasurer), Paula Cuevas (Assistant Treasurer), Meghan Duffy (Assistant Treasurer), Chris Cebrzynski (Principal), Wendy Cresswell (Teacher Representative), Robin Goracke (Budget/LSAT), Justin O’Connor (Community Engagement), Heather Barlow (Communications), 

Other Members in Attendance: Josh Mintz (parent), Jeremy Sharp (parent)

2. Approval of prior minutes – Heather Barlow 

Heather noted that the minutes for the November 6 general meeting was posted to BaseCamp for review on November 18 and sought the Board’s approval of the minutes.  

Heather made a motion that the Board ratify the previously posted minutes for the November 6 meetings as the official record of those meetings.  Ashley seconded the motion, there was no objection, and the motion passed by unanimous voice vote.   

3. President’s Report – Ashley Webb and Julie Lobb

• SOS Update: Raised 74% of goal so far with $88,985 donated by 150 families representing 199 students. Online payment problem that was discussed at last meeting is now fixed but took a whole month. We now have to go back to families who set up payment plans to recollect the money. $88,985 includes their pledged donations. Issue highlights that only one person (former Murch parent who volunteers her time) has expertise to fix the issue. May want to consider hiring a person or company for these types of issues in the future. Two suggestions made: 1-to change SOS payment system to same system as Auction and 2-group called Tech Impact in DC that specializes in working on technology for non-profit.
• Auction Update: Found 2 chairs for Comms role. Now trying to get together with event logistics team to start work. Need a solicitations chair. But solicitations are underway with help of temporary lead. Kickoff meeting scheduled for Dec. 5. Amy reported that company previously hired to support auction raised prices by 20%. New company hired to provide staffing and software for Auction website, comes recommended by Lafayette.
• Good Governance by Josh Mintz, consultant to non-profits and not a lawyer: Josh recommends adding 2 policies: anti-harassment and document retention. Ten years ago, Josh got HSA organizational governance back into compliance. Now he speaks to board every few years to give a good governance reminder. Josh made the following presentation:

• Murch budget is larger than 69% of non-profits in DC. 
• DC government is focused on compliance and fraud and is paying more attention to non-profits. 
• Standard definition of governance is fiduciary and oversight. Emerging definition is governance as leadership: fiduciary, strategic, generative. Major role for the HSA is to think about the goal for the school in 10 years.

• • HSA Board’s legal duties
    • Care: use judgment same as competent and prudent person
    • Loyalty: act in best interest of the organization including conflict of interest policies and annual disclosures. Murch HSA a conflict of interest policy that outlines appropriate action for Board members. 
    • Obedience: Act consistent with the organization’s mission, bylaws, and applicable laws. For example, HSA shouldn’t raise money for others instead of donating part of our income to a cause in order to model values. 
  • Roles and responsibilities of the board: 
    • Board focused on mission, goals, and leadership.
  • Recommended Governance Practice: 
    • Every member of the board should review and understand Form 990 (non-profit tax return) before it is filed. 
      • Permitted to meet electronically as long as everyone can hear and speak to each other (not email)
      • Historically Form 990 was just a tax return, now asks about policies: conflicts of interest, whistleblower, privacy, document retention. 
        • Murch HSA first 3 policies. Josh recommends updating current HSA policies to reflect current situations. 
        • Josh recommends HSA to implement a document retention policy to keep with DC regulations. Electronic documentation is allowed. Josh provided sample policy from American Institute of CPAs that can be used for Murch HSA. Some offsite storage options like Iron Mountain can regulate retention and destruction timelines. 
  • The HSA, Board, and individual members are protected by insurance, including Nonprofit Professional Liability D&O which covers legal fees if sued.
    • Can request an event rider to increase insurance coverage for single day events. 
    • Can also request sexual harassment and assault policy rider 

 

• Checklist of Key Corporate Documents: Murch HSA has them all, which are all posted online. Recommend a governance calendar around dates for renewal

 

• Articles of Incorporation

• Bylaws

• IRS Letter of Determination

• IRS Form 1023

• IRS Form SS-4

• Current and past Form 990s

• Current and past audited financial statements

• DC Office of tax and Revenue Registration Certificate (renewed every 2 years in April. Currently due April 1, 2020)

• DC Basic Business Licensee with Charitable Solicitation endorsement (current good through 2021)

• DC Certificate of Sales Tax Exemption

• DUNS number

• Copies of 2-year reports and other corporate filings

• Copies of board minutes and resolutions

• Corporate seal

• Maurice reported that Murch HSA is still finalizing all paperwork for name change with federal and DC agencies. 

• Josh recommended next steps: 

• Update core policies to make them current. 

• Adopt documentation retention policy and follow it. 

• Consider an anti-harassment policy. 

• Incorporate calendar of governance dates

• Discussion ensued about bylaws compliance. Josh reported that in 2011 DC passed new non-profit act with 8-year adoption timeline with section on board committees, and DC code says committee HSA right to act on behalf of board and have to be comprised of Board members. Advisory or special committees don’t have voting rights or contracting authority, and Murch HSA board members only can sign contracts. Ashley confirmed that advisory members of committees like Communications, Budget, and Fundraising don’t vote on Board matters. 

 

 

 

4. Principal’s Report – Mr. Cebrzynski

Mr. C reported that District LEAP leaders from 14 other schools are coming to Murch on Dec 5 for professional development. Shoebox donation activity is underway for 3rd and 5th graders to pack up toiletries in shoeboxes to donate to people in need. 5th graders going to Gettysburg on Dec 6, related to curriculum. Murch received star rating from OSSE, which assesses both public schools and charter based on data. Last year Murch received 79.02 and this year the score was 93.32, which is five stars. Mr. C is holding a meeting on Jan 14, time TBD, to discuss data and rating. Data will show we excelled in every area assessed. Rating is in 4 categories: growth to proficiency, building an environment, in seat attendance and enrollment plus two more categories. Murch data showed several things to celebrate and some red flags to fix. Last year Maury was top rated school in District. Murch is top rated this year. Goal is continuous improvement. 

Community Forum scheduled for Feb 11 to tie in with last Community Forum meeting and Jan 14 data meeting and will cover definition of terms.

 

5. Treasurer’s Report – Maurice WernerReview of Monthly Statements. Maurice provided a summary of the annual financial compilation report. He noted that the accountant provides the report in draft form. Report was sent to Board members via Basecamp—it will have some small changes to that version. The report compares 2019 to 2018. In 2018, ended year with $233,00 and ended 2109 at $211,000 due to spend down of accounts set aside for expenses related to moving into new building. Net assets are similar to prior year. New category in report due to new accounting regulations for nonprofits on whether or not money donated is designated for a specific purpose. Some past donations for situations like Auction paddles up fell into this category. Going forward all money should not be designated because we don’t have the same programs. If in the future we do collect money designated for a specific purpose we should note it for reporting.  

Maurice noted that in 2019 auction revenue increased but SOS decreased. Overall revenue was flat from 2018 to 2019. Expenses went down slightly because HSA stopped being an employer. We started to earn more interest income because of CDs. Cash on hand was spent because of moving into a new building but that should stabilize going forward. 

For the Income Statement, Maurice reported that the HSA has brought in $101,578.31 to date compared to a planned final amount of $287,000. 

• Increased revenue from rebates. Add to future communications about Amazon Smile
• Have gone over budget for community events, concessions, and electronic learning, which was approved at the last meeting. 
• For musical, all ticket sales and participation fees will count as revenue to offset spending. 
• Overall operating at a net loss but still in the middle of SOS campaign and not held Auction yet. 

Maurice noted that all accounting is posted online in Xero and pulls straight from Wells Fargo accounts. It is responsibility of Board Members to review financials. 

 

6. Fundraising/Community Engagement Update – Justin Connor/Courtney WoolridgeChild’s Play Shopping Night. Justin reported that shopping night was held on November 26. Waiting to hear about final amount of money raised until approximately the middle of December. 

57 gifts were bought as donations for Murch families in need. Leftover items on wish list will be added to signup genius and put in newsletter and website. 

No other community events planned for December because it is a busy month. Working with Guapos on possibly 2 dates. A night with Silver planned in April and more dates for Potomac Pizza.

$333 was raised by the Nats game fundraiser. 

 

7. New BusinessWinter Movie Night at the Avalon (Heather). Movie is Toy Story 4 on Jan 11 at 10 am. 

Ashley adjourned the meeting at 8:28 PM.