Approved by the Board of Directors on July 17, 2017

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Minutes of the Regular Meeting of theColorado Chautauqua Association Board of Directors

June 12, 2017

Grand Assembly Hall in the Community House

Directors Present: Bill Briggs, Tom Galey, Bob Morehouse, Tom Thorpe, Michelle Estrella,Nan Anderson, Julie Rogers, Cindy Schmidt Dominick Sekich, Lisa Shoemaker

Directors Absent: Lisa Morzel, John Kenyon

Staff Present: Shelly Benford, Jeff Medanich, Ann Obenchain, Caleb Garrison, CharlotteO’Donnell, Sue Perkins, and Michael Matts

I. Call to Order. Determination of Quorum, Guest Introduction, and PublicComment

Colorado Chautauqua Association (CCA) Board President Cindy Schmidt called theregular meeting to order at 6:00 pm and established that a quorum was present for theconduct of business. President Schmidt then opened the floor for public comment.

Neel Garland of Cottage 31 suggested posting the street address on Baseline. FrancesGarland commended Ms. Benford’s good work thus far as Interim Executive Director.Olivia Chamberlain Foulkrod, current resident of Cottage 2, stated that her family isconcerned about the impacts that use for Cottage 1 would have on her family. Sherequested continued collaboration with CCA. Specifically, she wants to limit late-nightnoise or rowdiness, address problems with the shared sewer line, and continue working onparking issues. John Poulkrod, also part of the Chamberlain family, expressed his hopesthat CCA will put reasonable conditions in place if the zoning is changed. Kris Woyna,Cottage ii, expressed concern about use of Cottage 1 and encouraged CCA to keepwritten records of all discussions. Grayson Cecil of Cottage 8, Brian Rovetta of Cottage102, Deb van den Honert of Cottage 805, and neighbor Ingrid Swords introducedthemselves as well.

II. 4pproval of the Minutes of April 24, 2017 Regular Board of Directors Meetingi

President Schmidt asked for corrections to the draft minutes of the April 24, 2017 meeting.No corrections were recommended. Mr. Morehouse moved (Mr. Sekich seconded) toapprove the minutes of April 24, 2017 as presented. The minutes were approved as

Approved by the Board of Directors on July 17, 2017

presented (8-1-0). Ms. Shoemaker abstained due to her absence from the April 24 meeting.Ms. Estrella was not present during the approval of minutes, but returned to the meetingshortly afterwards.

Ill. President’s Report

Ms. Schmidt announced the members of the Selection Committee for the new executivedirector: Kathy Strand, a former executive at the University Center for Atmospheric Researchwith experience in high-level searches; Ben Gilbert, a long-time cottage resident and formerboard president; Lisa Morzel, current board member and city council representative;Dominick Sekich, current board member; Ms. Schmidt; and CCA Human PesourcesCoordinator Trish Gray, who will support the committee as a non-voting member. The board’sexecutive committee may add one additional person to the selection committee this summer.Ms. Schmidt then solicited feedback on the Executive Director Job Description. Boardmembers offered several suggestions, including shortening the length of the post.

Ms. Schmidt reminded board members to attend the annual meeting on July l7at 4:30pmin the Grand Assembly. She noted that board members should also attend the meeting withcottage residents on July 10 at 4pm in the Grand Assembly.

IV. Executive Director’s Report

Ms. Benford reported that CCA closed on Cottage 1 on June 7 for $1.351M. CCA plans toupgrade the infrastructure, but make no significant changes, and hopes that this remodelingwill be complete by summer 2018. CCA plans to collaborate with Tom Galey and othercottage residents on this project. The main floor will likely be rented nightly for this summer.ruture uses may also include small events in the shoulder season or use as a greenroom formusicians. Ms. Perkins and Mr. Matts are working on a $lm loan from the Colorado HistoricalFoundation to help finance the rehabilitation. Mr. Sekich disclosed that he is on the board forthe Colorado Historical Foundation. Though he is not on the loan decision board, he wantedto make CCA aware of any potential conflict of interest.

Mr. Galey provided a brief history of Cottage 1, originally a single bed-room house built forAJ Mackey in about 1900. Ms. Anderson moved (Mr. Briggs seconded) that the cottage beknown as the “Galey Cottage” for perpetuity to honor the significant history andcontributions of the Galey family. The motion passed. (~ -o -i) Mr. Galey abstained.

Ms. Benford mentioned that CCA staff is currently focusing on improving guest andcottager experience through Project 120, celebrations planned to honor the 120th anniversary,and Camp Chautauqua, programs for families during July 20)8 which will help to continue thetradition of returning guests.

Two additional members of the public arrived and introduced themselves, BarbaraGuthrey of Cottage 7 and Sharon Caulfield, a resident of the neighborhood north of

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Chautauqua. Sharon Caulfield stated that she was impressed with the community’s response

to CAMP and looks forward to continued communication with CCA.

V. Committee Reports

Building and Grounds Committee Report

Mr. Thorpe stated that the Baseline 2A project and entry are almost done. City of Boulderstaff and consultant Tina Bishop continues to recommend plantings to replace items that wereremoved during this project. Repairs continue for King’s and Queen’s gates. Mr. Thorpethanked Ms. Benford, Mr. Matts, and Mr. Medanich for their work.

There will be three joint study sessions held about the Lighting Plan. Building and Groundscommittee will send five representatives of CCA to each of these study sessions. Mr. Matts

added that the full board will ultimately have to approve the Lighting Plan and those draftswill be circulated in late Fall 2017.

Governance and Nominations Committee Re ort

Mr. Briggs reported that elections were on track. Three applications have been receivedthus far, and the deadline is June 26. Mr. Briggs thanked Ms. Obenchain and her staff for alltheir work. Mr. Briggs stated that Board policies call for a board annual self-evaluation whichhas not been completed in recent years. Governance Committee plans to send out anelectronic survey in the next several weeks and hopes to present results by the retreat.

Chautau ua Access Mana ement Plan CAMP Committee

Due to Mr. Kenyon’s absence, Mr. Matts reported on the CAMP program. He stated thatfewer vehicles have been driving around the leasehold on weekend days and up to thirty-six

cars without permits were parked in the leasehold at one time during the most recentweekend. CCA staff has arranged for bigger, temporary signs to be placed at the entrancesduring future weekends to help deter drivers without permits. CCA is working with cottagerson Clematis to find a solution for their parking needs given that their usual spots are now paidparking only. Mr. Matts stated that CCA administers permits to ten different user groups. Mr.Morehouse added that ridership on the Park to Park shuttle was over 500 a day. Ms.

Obenchain clarified that the City and the Colorado Visitors’ Bureau have ambassadors on-siteto help people with paid parking and the ParkMobile app; CCA is not involved in this aspect.President Schmidt thanked the staff for their time.

SRfrjt, Community~~~gp.gement, and Resource Development Committee Report

President Schmidt reported that Cathy Sparkman, a Spirit Committee member and formerBoard Member, presented to a Denver women’s history club. The presentation was well

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received and they are now working to collaborate for a program in 2020 to honor suffragettesat Chautauqua. The committee also heard from Mr. Matts, who discussed potentialimprovements to the Waterwise garden and toured the CCA archives with archivist Kate

Gerard. Ms. Rogers asked the board to bring names of any potential business sponsors to Ms.Obenchain.

Sustainability Committee ReportMr. Morehouse stated that Sustainability Committee has joined forces with Building andGrounds Committee and the City to develop an on-site energy generation and infrastructureplan. The committee has submitted a letter of intent to apply for a Boulder Energy ChallengeGrant, which is funded by the Climate Action Plan tax. If funded, the grant would be used fora deep energy retrofit of the Galey cottage. The committee plans to hold open houses for thepublic to showcase their best practices. Mr. Morehouse thanked Kayla Carey and JeffMedanich for their hard work.

Finance Committee ReportMs. Perkins explained the new financial reports prepared by Caleb Garrison. The first

slide on revenue showed results about $ioK below budget for 2017, mainly due to the shortfallin nightly rentals. Ms. Tara reported that April finished $20K above budget and May was onlyslightly below budget. All months are pacing well up until November, as is typical. Ms. Taraupdated the board that two new hotels in Boulder will be opening in October, but CCAcontinues to book strongly into next year. Ms. Perkins stated that Public Events is currentlyahead of budget, due to timing, and is expected to meet budget later in the year. Ms. Perkinsreported that salary-related expenses for the year are $240K above what they were in April2016. This is due to new positions, increases in compensation, and staff transitions. Net incomeof $iBoK is tracking close to the budget of $184K. Capital is tracking 5% below spending at thesame time in 2016. Our reserve amount is calculated by deducting temporarily restrictedassets, such as the Korff grant and Buck Arnold Fund, and three months of operatingexpenses from the total amount of cash in the bank and First Western Trust accounts. Thepurchase price of Cottage 1 was also deducted from the reserves as of April. Rehabilitationcosts have not yet been deducted as grants may reduce these expenses. Reserves stood at$i.8M. An official reserve policy has not yet been adopted. Mr. Briggs thanked Mr. Garrisonand Ms. Perkins.

Ms. Shoemaker left the meeting at 7:20.

VI. Executive SessionAt 7:20, Bob Morehouse moved (Nan Anderson seconded) that the Board go into executive

session. The motion passed 9-0-0. All visitors and all staff members except Shelly Benfordleft the room.

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At 8:08, Bob Morehouse moved (Julie Rogers seconded) that the Board leave executivesession. The motion passed 9-0-0.

VII. Resume re ular meetin for action on the record

Dom Sekich moved (Nan Anderson seconded) that Linda Arroyo-I-lolmstrom beappointed to a three-year term on the CCA Board. The motion passed 8-i.

VIII. Executive SessionAt 8:10, Nan Anderson and Michelle Estrella left the meeting. Dom Sekich moved (JulieRogers seconded) that the Board go into executive session. The motion passed 7-0.

IX. Adjournment

At 8:41, Dom Sekich moved (Tom Galey seconded) that the Board leave executive session andthat the meeting be adjourned. The motion passed 7-0.

Bill BriggsSecretary, CCA Board of Directors