September 2015

Folk Project Board Meeting Minutes

September 1, 2015

Agenda

MOTIONS:

A motion was passed to launch the Nominating Committee for the 2016 slate

A motion was passed to provide several subsidies for NERFA attendance.

A motion was passed to renew the FP ad in the Morris County Visitors Guide

· A motion was made, that control of the hosting and operation of the Open Stages be returned to the Minstrel Booking Committee." and tabled.

A motion was passed to table the above motion on the floor regarding Open Stage management

NOTE: Please see important note below courtesy of George Otto. Look for it in BOLD.

ROLL CALL:

Present were Officers Barrett Wilson, Elizabeth Lachowicz, Chris Riemer and Andrew Hines; Trustees Joanne Cronin, Jay Wilensky, Allan Kugel, Lindsey Meyer, Lois DeRitter, Deborah Graham and Barrett Wilson. Committee chairs Lori Falco, George Otto, Scooter Ferguson, Ken Brody, Paul Fisher, Barrett Wilson, Eddie Roffman, Deborah Graham, Mike Agranoff, Pat Brangs, Christine DeLeon, Mike Del Vecchio and Mark Schaffer were there. Bob McNally, Grover Kemble and Leigh Walker were absent. Guests Cecelia Rowedder and Miriam Libove were also in attendance.

President Wilson opened the meeting at 7:55 PM. He announced that we were not going to be approving the August minutes until a question has been answered by Andrew and Chris Riemer regarding a leftover question. Barrett bestowed KUDOS upon Deborah Graham for stepping up to run the Halloween show. “This is a great example of how our board members step up and step in when needed.” Additional KUDOS to Mark Schaffer for his mentoring of Deborah on this task. This also helps bolster our “managerial bench.” Michael Agranoff shared his observation that over the history of the Folk Project, someone always comes through in a pinch. Deborah mentioned that there are additional spots still open to perform at the Halloween show.

Barrett asked for a motion from the floor to “early launch” the nominating committee to present a proposed board slate for 2016. Mike Del Vecchio did, there was a second, followed by unanimous approval. The committee will be chaired by Mike Agranoff, with additional members Barrett Wilson, Elizabeth Lachowicz, Lori Falco and Jay Wilensky

The Board has decided to continue supporting attendance for some at the all important NERFA conference.

Andrew reported that there are still a few 40th Anniversary Tee Shirts available that are AUTOGRAPHED by Tom Paxton. Contact Andrew if interested at secretary@folkproject.org.

Barrett related information regarding SRI; Slow Response Initiative. This initiative, along with other similar movements, call for individuals and organization to basically…proceed slowly when handing new business; similar to stop, look, listen.

Uke Fest 3 was a great success and solidified the position of our Uke Community. Kudos to Scooter and Pam Robinson.

Another great announcement has named Christine DeLeon as the new Emcee for our Open Stage. Let’s try and support Christine in this role by getting out to the Open Stage more often. The September show was fabulous.

Barrett was also pleased to announce that Mark & Robin will again chair the Getaway. This was received with great enthusiasm.

Presidents Report

TREASURERS REPORT - Chris reports that the Folk Project finances are continuing to improve. See his report.

NEW BUSINESS

Board members were invited to “sit in” on an upcoming 9/18 webinar regarding workman’s comp insurance. FP needs clarification and information to make a decision on our insurance portfolio going forward.

NERFA SUBSIDIES:

Lori raised the issue of NERFA subsidies. FP has provided modest subsidies in the past. Lori made a motion that FP provide the following subsidies for NERFA. The motion was seconded.

Barrett Wilson FP Pres $250

Elizabeth Lachowicz FP VP $250

Sandy Reilly $500 (up to)

Mike Agranoff stated that $500 is in excess of what is needed. Lori asked that the motion be amended to reflect “up to $500 for Sandy Reilly”, to reflect expenses such as conference and hotel costs. Lori also stated that all people subsidized shall provide NERFA NUGGETS feedback reports after NERFA to the Board. Christine DeLeon inquired if there are subsidies for the Special Concerts personnel? Scooter states that it would be a good thing, and he would normally accept, but he cannot go this year. NERFA subsidies are for one year and would need to be reintroduced annually. There was much discussion about what positions would benefit. Michael Agranoff stated that he goes to NERFA for dual purpose; both to look for his own gigs, and to look for potential Minstrel performers. He does not accept a subsidy from the Project because of his own personal benefit from attending.

Jay Wilensky expressed the thought that “somehow the idea of going to NERFA to look for performers for Special Concerts, doesn’t quite come within what we should be doing with Special Concerts”. “I think of Special Concerts…as concerts that jump into our lap because the performers are well known and people want to see them. So, I just don’t see that as theoretically fit. Mike Del Vecchio stated that “You have to shop”. Scooter added that Special Concerts was originally defined as concerts by performers that don’t come under the purview of Minstrel; and gave several examples of the usefulness of NERFA to network with the agents of performers. Elizabeth shared that it is not mandatory for her to attend. She feels strongly about the FP President to attend, and that NERFA Nuggets really must be shared promptly afterwards. Barrett responded that he will be proactive in retrieving our “Nuggets” this time, so that the Board members better understand how FP funds are being spent.

Michael Agranoff offered that there is great value in attending NERFA for some Committee Chairs, and wondered whether FP might be well served to host our own Showcase. Others agreed that there could be some benefit and it should be discussed further in the future. Barrett shared his own personal NERFA experience and being immersed in the world of “presenting music”. It’s like leaving the small pond we swim in…and swimming in the ocean. Elizabeth suggested that we contact Sandy regarding showcase involvement. Eddie Roffman chimed in about how important it is to an organization to be involved in outside training and organization to assist in the continuation and growth of the group.

Jay suggests the possibility of amending the motion, such that if a particularly poignant workshop(s) becomes available there be a mechanism to facilitate a subsidy for NERFA attendance. Lori accepted such an amendment that grants to the President, the power to subsidize two additional NERFA attendees to a maximum of $250 each. Alan expressed concern that as workshops become published, the fees might be higher. Following discussion, a motion was voted on and passed (including 1 against and 3 abstensions), worded as follows: The Folk Project will provide for three subsidies for 2015; $250 for the President, $250 for the Vice President and up to $500 for Sandy Reilly. The motion also was amended by means of “fold-in” to include up to two additional subsidies to $250 each. These subsidies may be awarded at the President’s discretion and judgment, in the spirit of future workshops to be announced for the upcoming NERFA.

Christine announced that she has been appointed the new MC for the Open Stages. This was met by unilateral approval on both sides of the aisle. Oh…we don’t have an aisle. Sorry. Scooter endorses that 100%, and the Board expressed sincere thanks to Scooter for his service in that capacity over the years.

COMMITTEE REPORTS

FINANCIAL SOLUTIONS COMMITTEE

BARRETT - As a preface, this report is part of Dot Metrics - to be put in place to change our relationships with our finances. Other metrics will be measured but not discussed tonight. Tonight we will only look at Lori's report.

REVIEW OF THE COMMITTEE'S PURPOSE: by Lori

We formed this committee to look at how to reverse Folk Project operating losses we had last year, find remedies, and move toward profitability. It’s good to say that treasurer’s reports over the last few months indicate that we have begun to reverse the problem thus far from last year.

General recommendations of the Financial Solutions Committee to help the Folk Project be successful:

· The folk project needs to follow general accounting principles more closely. While accounting principles cannot tell us how to run our organization or solve our financial issues or make money for us, they are metrics/guidelines/ tools that can help us achieve our goals. It can give us accurate and fair methods to make operational decisions.

· Good attendance ($ and aesthetically; it just doesn't look or feel good for the performer to play an empty room)

· Take care of recruiting and retaining volunteers so they feel appreciated,

· Member performers can feel appreciated by having member nights and making that a special benefit of membership.

We are hoping that the board will consider ways to make improvements in all these areas in the future, or set metrics for them.

HIGHLIGHTS TO CONSIDER WHEN REVIEWING THE CURRENT SITUATION were reviewed:

· OVERHEAD THAT IS ACCRUED TO THE ORGANIZATION - G&A (General Administrative Expenses): For example, Mike does a budget for the Minstrel; he's always going to consider monies that will impact his direct needs: performer fees & rent. But there are other areas that are not directly covered by the Minstrel.

· For example: Quick Books, Constant Contact, tax preps and such that are not paid for by any specific venues. The tool is to help figure out how to allocate the G&A so we can stay in the black. *In the past, one of the things we put in that “Bucket" was insurance, for example. It was divided among the venues. But we were able to find out that our Liability Insurance is based on headcount, not just the venue. It doesn't matter where it is, they count someone who goes to the Getaway the same as they count someone who goes to the Minstrel, which I was surprised at. I thought that an entire weekend gets probably more exposure but that's not factored into the figure. The Workmen's Compensation expenses are calculated by the total performer fees. For the purpose of this report, we calculated the insurance expenses that are covering each of the venues and we are suggesting that we charge each of the venues for the "actual" insurance they incur. That leaves the “other lump”; costs like Quick Books and Constant Contact mentioned earlier that we would need to apportion among each of the venues.

· Reminder about 1985 – The Folk Project was also in trouble financially - so we enacted this G&A. At that time we lumped insurance in with it - 10% of the expenses of each venue, and all got charged. However, the Weekend Getaway, which was then The Festival, was exempt from having to pay that. That motion is still in effect, as you know. What we decided on the Financial Committee was to simply step back… take a fresh look… and decide whether we wanted to keep going on the recommendation that was based on the motion we made 30 years ago, or change it by taking a fresh look and maybe changing it some.

1. INCOME - Where do we get our income?

· Venues

· Membership dues (bring in roughly $8500.00 Yearly)

· Member-shows, which are Fundraisers: What kind of revenue do we want to get from our shows, as there are 4 per year? So the goal for each show is 300.00 per show, which would come to $1200.00 of income per year that is not tied to a venue.

· Another source we "could" have: A grant from the Morris Arts Association. We were in the works for this option this year, but it didn't work out. We do want to recommend that we apply for one in the future and that the board actively find someone to work on the grant....and, in fact, that might be something that Nominating Committee can look at for 2017. We should also consider putting some "milestones" on key dates to keep the Grant writing on track: due dates, etc. that need to be documented.

2. EXPENSES :

A - NOT TIED TO THE VENUES (not the rent and performer fees)

· we calculated that there is about $16,500.00 worth of expenses (including the insurance listed on page 3 of the report):

$7500 was lumped under memberships fees, but obviously a lot of them could have been put elsewhere, printing and mailing newsletter, July 4th picnic, the annual meeting, and the volunteer appreciation activity, which we actually made money on when we had Tom Paxton. That might not happen every year but sometimes things work out like that (Last year we had a volunteer appreciation dinner. While costly, we think we need to have one each year). We end up with a lot of money in membership because of the electronic newsletter - that saves us a lot of money and we can allocate this elsewhere.

There's about:

· $5000.00 in insurance fees

· $2664.00 in Liability Insurance

· $2250.00 in Workmen's Comp Insurance

· $4000.00 in additional expenses for the software for Quick Books, Constant Contacts, NERFA stipends, Tax Preparations, new equipment - maintenance - repair - memberships in other organizations like the National Folk Alliance, and that sort of thing.

RECOMMENDATIONS to add to expense considerations:

· Have a volunteer activity each year - recruiting and keeping volunteers

· Have NERFA stipends each year be about $1000.00 - who to send, (if we are doing well, we can send more people, if we are not doing well, we could send less people)

· Allocate 500.00 toward sound equipment - maintenance, pc’s - as per Mike DelVecchio's consultation in this area.

IN REVIEW:

Membership - $8500.00 yearly,

E-Newsletter; because it helps and saves us money, we have $3500.00 there to help with overhead expenses

The shortfall - after we take out the $3500.00 from the E-Newsletter, then we have $6500.00. In the past we would have just allocated that amount of money toward the Minstrel or Special Concerts, etc. but if we have $5000.00 of insurance as explained earlier....if we have each venue pay for their own insurance, now we are only left with $2000.00 that is unallocated and that's the amount we would spread between the different venues....

(SEE PAGE 5 OF REPORT THAT WAS SENT PRIOR TO MEETING FOR YOUR REVIEW)

*****PAGE 5 - WHAT IT WOULD LOOK LIKE IF WE HAVE THE VENUES PAYING THEIR OWN INSURANCE AND % OF THE OVERHEAD & IN THE SCENARIO IF THE GETAWAY IS INCLUDED, WHICH IT WAS NOT IN THE PAST....THAT'S 2.5% OF EXPENSES (THE FIGURES ARE THERE - SEE PAGE 5 TABLE)

PAST - FESTIVAL WAS EXEMPT - G&A - FIGURED EXPENSE OF GETAWAY MINUS THE CAMP FEE

INSURANCE ISSUES WE NEED TO CONSIDER IN THE FUTURE:

• · DISCONTINUE WORKMENS COMP

• · ADD DIRECTORS AND OFFICERS INSURANCE FOR NEXT YEAR

• · G&A

• · NEW EXPENSES - IF SOMEONE NEEDS NEW

Barrett interjected that we will not be voting on this tonight…rather at the October meeting.

George Otto offered that the topic of lighting should be included in the Committee report. He elaborated somewhat, and Barrett asked him to kindly provide a synopsis to the Committee encapsulating the same. The basics are that upgrades could be about $1,000, and that the lighting is used in multiple venues.

Scooter added that most every contract includes lighting directions and/or requests from performers. He also asked how the Committee arrived at the head counts. Lori stated that Barbara Moo did that and she would need to review. Scooter complimented the report overall. Lori reminded the group that the insurance formula is based on head count (Liability) and performer fees (Workmen’s Comp).

Chris offered historical perspective that 10% was chosen because it was an easy number to compute. The Festival kind of got a bye on it (G&A) because it was more complicated, and what we really needed was about 8-1/2%. So if everybody else covered their 10%, things would work out. It was more of budgeting concept. No one was going to Minstrel and saying, “Mike, give me your 10%.”

Michael Agranoff added that the Birthday Show goes under Minstrel expenses, not just fundraising. This led to discussion that perhaps the 4^th of July expenses should go to the Minstrel also, as it generates performers for the Minstrel. Michael A, recommends that this might be the “right time”, soon or in the future for the Getaway to start to carry their share of the expenses and I would recommend that we do that in the near future.

Christine asked if we'd ever considered raising member dues. Chris said that we have, and in fact Pam Robinson led a pretty thorough overview of the amounts and membership structures perhaps 10 years ago. There was some concern at the time that we might lose members by raising the dues, but those fears proved unwarranted.

Elizabeth offered that after Pam, and with Eddie restructuring membership, the notion of E-News membership saving money - reminded the group of how the board had intense discussion about keeping membership what it was, because E-News provides "free money" to the organization. Others added to this by saying there is no need to raise membership at this time - Ed's committee did good job with this. However, Eddie added that we are really good at attracting new members. We are not so good at keeping our members. We have fall off of about 30% per year.

Lois - wanted clarity about 4th of July being lumped under membership in one section, but was referred to as a volunteer activity in another section. Lois also asked about allocations, and Lori clarified this as being based on expenses...proportionately.

Lindsey asked for clarification regarding Director & Officers insurance (page 6). Mike Del Vecchio clarified this: This coverage protects the group from the legal expenses which may emanate due to bad, but well meaning decisions. D&O and E&O (Errors and Omission) Insurance coverage protects the officers and the Folk Project in the event of liability and damages. These coverages also protect our Treasury in the event of a poor decision. Personal liabilities were raised and he provided a relevant example when Folk Project had lapsed last year. There was an accident at that time, and it was very fortunate that the injuries weren’t serious. Had we been sued, the Folk Project AND the officers might have encountered serious financial exposure. Barrett noted that this topic will be covered in the near future by an Insurance committee.

Elizabeth expressed her view this committee's "name"; The Financial Solutions Committee, might be a misnomer. She sees the committee as more of a reporting structure, not a financial committee. There is a difference when actually providing financial solutions: Reporting doesn't show solutions....just because we're allocating G&A to the venues does not solve our cash flow problem. She isn’t yet certain if we have a cash flow problem by viewing the current Treasurer reports, but just by allocating G&A to various venues does not solve the problem. As Lori mentioned earlier, recruiting membership, volunteers, etc. has to be done within each of the venues, and board decisions will help, booking a band that fills the house to generate extra income. The report itself does not increase our revenue nor cut expenses.

Mike A. responding to Elizabeth: it is probably a misnomer to title the committee this way and I understand what you are saying, but what it does do is that it gives the venues appropriate targets to keep the overall organization solvent....the report demonstrated that if you targeted an amount to cover your costs, and made extra money (a profit), that extra is not necessarily profit. It covers other expenses indicated. This was outlined well in the report that was so very valuable.

Deborah added that she doesn’t believe that anyone is saying that the Getaway is less valuable. Her feeling is that it is a matter of moving forward in a reasonable and responsible manner. Expenses must be covered by the organization as a whole and each venue that utilizes these general expenses must be wary of them, and target the coverage proportionately.

Mark – As far as the Festival being the "party" - it has changed in terms of the value of this....The Festival connects the past to the present. It was important to the membership, the volunteers, the board and the support that went behind it was a funding decision by the board, whether it was making money or not. RE Elizabeth's earlier comment: Financial accounting - the motion was that the committee was to present ideas to generate income. I wanted to comment, that when we make a general decision such as… money be allocated from a “bucket” for 3 people to attend NERFA, it is then a decision from the same "Bucket" that we are NOT going to support the festival this way... you are making a value judgment. Therefore it isn't strictly a financial decision ....it is a reflection of the change in thinking.

Eddie espoused that organizations grow by utilizing “strategic growth engines”, and the Getaway is one of those engines that is still growing. Elizabeth reminded the Board that many memberships come from the Getaway.

A motion was made by Scooter to enter a “Committee of the Whole. This was seconded and passed. The minutes will resume afterwards.

Resuming:

Regarding the Getaway and profitability and reporting differences, Mark expressed surprise that according to the Treasurer, the last Getaway was more successful than Mark thought it was. Chris stated that… The… Treasurer… Is… always… RIGHT. All agreed. George Otto echoed others sentiments that the Getaway should be responsible to cover G&A, especially because it uses services like insurance, Constant Contact, and others.

Alan offered the importance of understanding the concept of “One big pot”; that is…we are really talking about target numbers demonstrating how much money is needed by venues to break even.

Michael asked, “What are we voting on next month?”

IMPORTANT: George Otto made a very important point of clarification. It is likely that at the next Board meeting we may be voting to amend a previous motion (that was passed some thirty (30) years ago). There is a distinction that must be understood. If the Board chooses to amend a prior motion, without prior notification, the amendment would need a 2/3 vote to carry out such an action. By discussing this amendment at this (September) Board meeting, we have in effect created notification of intent to amend an existing motion. By creating this notification, the amendment, when voted upon at some future meeting can pass by simple majority like any newly introduced new motion.

Joanne thanked Lori, Alan, Elizabeth, Barbara and Rachel for a job that needed to be done.

INTERNAL AFFAIRS – Nothing to be added to report.

SOUND REINFORCEMENT – Nothing to add to the report. Scooter conveyed thanks and compliments from himself and all the Uke fest performers on the quality of the sound. Performers are also stating that our new sound system is a huge home run.

MINSTREL BOOKINGS – See report for more. Michael Agranoff indicated that, upon hearing of Scooter’s announcement to leave as Open Stage, he invited Christine to replace Scooter…and also invited Mitch Radler for the same. Christine had already tried the task and performed admirably. Mitch had also indicated willingness. When Christine accepted to offer as full time MC, Mike notified Mitch of same, and Mitch has agreed to be a backup. As such, Michael has requested that the Open Stage be returned to direct Minstrel control. Michael made a motion that the hosting and operation of the Open Stage be returned to the Minstrel. The motion was seconded. A second motion to TABLE Michael’s motion until a future Board meeting was seconded, voted upon and passed.

Lindsey noted that, due to work restrictions, some Directors find long email conversations difficult or impossible to participate in, especially when they split off into different threads. She suggested we consider saving certain important discussions for the Board meetings, when all can participate.

E COMM – Lori discussed a new project that is in her report and invites volunteers to work on it. She is employing a Facebook ad to promote this.

SPECIAL CONCERTS – Scooter said we had a very, very nice Uke Fest. We have surpassed the NY group, and in fact, it looks as if they are now defunct. We have gained attendees to this. The Tampa Bay Uke Fest sells out in 5 minutes. We made about $1,700 and everyone had a fantastic time. Head count on Saturday was 90. Scooter asked the Board about donating to a Go Fund Me campaign to benefit Lil Rev’s wife, who is diagnosed with Cancer. Barrett stated that this should be in a motion for next month. Another suggestion was a donation to benefit Joel, a Swingin’ Tern stalwart also has a Go Fund Me campaign as he suffering with Pancreatic Cancer. Alan suggests that we carefully examine our donating practices. Lindsey also raised the reality that there are more and more needing assistance and recommends careful planning. Chris agrees that in the past, we jump into these kinds of things. There should be a written plan to follow. Elizabeth shared that somewhere in the past 2 years we made a decision to bring Café Zed into our fold. We discussed the lesson of discussing irregular things and not voting haphazardly. Michael congratulated the efforts of Special Concerts.

PUBLICITY WEB – Nothing to add to the report. Paul Fisher is still seeking new volunteers for Publicity from the membership.

George shared that our web hosting has been shifted to Dream Host. Barrett raised the issue that our ad in the Morris County Visitors Guide expires at the end of 2015. Scooter made a motion to renew this ad, which was seconded. There was much debate regarding this $600 (2 year) expense. Many felt that there isn’t a real reach. Mark voiced that press outlets related to him in the past that Folk Project already enjoys much free publicity; why would we pay for it? George Otto stated that one always wants more PR. Free or paid…you get want what you can. Andrew suggested that if we are going to pay for ads. That we track success of our paid advertising by asking Newcomers how they heard about us. Elizabeth and others stated that has been tried. Barrett indicated that Nancy Kelner supported this strongly. A vote on the motion was passed. 9- in favor, 5 against…motion passed.

MEMBERSHIP – Nothing to add to the report. One highlight is that our membership is at its highest level in years ! ! !

GETAWAY – Getaway is fun once again. See report for more.

MINSTREL STAFFING – Nothing to add to the report. Barrett is always looking to expand our volunteer pool. Note that we are streamlining tasks where possible.

SWINGIN’ TERNS – Leigh not present. See report

HSNOI – Nothing to add to the report.

NEWSLETTER - Nothing to add to the report.

COMMUNITY SERVICES – Pat reported that Dave Kleiner had asked that FP members show up at the festival in Bloomfield on 9/27. See report for more.

Meeting was adjourned at 10:27 PM.