10 W Fallon Ave Baker, MT 59313
Fallon County of Montana

SMART Board of Directors Meeting – Special Meeting – January 2024

SMART Board of Directors Meeting – Special Meeting – January 2024

Board of Directors Special Meeting
January 29, 2024
6:30pm – SMART Conference Room

Members Present:  Jodi Varner (President), Krista Nemitz (Vice President), Karol Zachmann (Treasurer), Deborah Walraven-Wenger, Alyson Lineback

Members Absent:  Kevin Dukart, Mindi Murnion, Sharon Gookin

Staff Present:  Vaughn Zenko (Executive Director), Cheyanne Dame

Guests: Mylen Bohle

Meeting called to order at 6:42pm by President Jodi Varner

Public Comment (3 minutes each):  No public present other than guests

Old Business:

               FY2024 Budget:  Vaughn answered the board’s question from the January 23, 2024 meeting regarding the discrepancy between the reported numbers for FY2023 employer tax liability versus the expected FY2024 employer taxes prepared by Rachel’s Accounting Service. He said that Rachel had verified that the $18,924.29 number indicated for FY23 was an accounting error in Quickbooks and the $8,792.70 number she presented for FY24 was accurate. Vaughn also verified that half of the annual payment for the Citrix large file sharing service has been reimbursed by EMEDA. The Citrix contract runs through April of 2025 and cannot be cancelled before that. Regarding other subscriptions, he said that EMEDA views the money they compensate SMART for the Executive Director’s assistance includes their subscriptions, including Citrix, Quickbooks and Live Plan. He said that the EMEDA board will take this topic up at their July annual meeting, but recommends SMART continue to budget for paying full price for all subscriptions shared with EMEDA.
Regarding Grant Income, President Varner and Vice President Nemitz both requested that 2023 grant funding for the Visitor Center and Pocket Park be reflected in the 2024 budget, as the funds have not been spent yet. SMART has received $50,000 for general costs on both projects, and $12,950 specifically directed to planter benches in the Pocket Park.
They also requested separate line items under “expenses” for both the Visitor Center and Pocket Park for FY24.
Cheyanne Dame presented an itemized budget for expected costs for completing the Visitor Center project. The board reviewed Cheyanne’s budget and agreed to direct $40,000 in grant funds to completion of the Visitor Center and an addition $10,000 to the Pocket Park in addition to the $12,950 already declared for a total of $22,950 for the Pocket Park Project.

The board then added $14,000 under the line item “Grant Administration” giving SMART an anticipated FY24 budget surplus of $603.20.
• MOTION (Alyson Lineback):  That SMART approve the fiscal year 2024 budget as amended.
• SECOND: Deborah Walraven-Wenger.
All in favor, none opposed, three absent. Motion carried. The SMART fiscal year 2024 budget has been approved with the noted changes, taking effect immediately, and will be officially adopted at the February General Meeting.

7:14pm  Mylen Bohle joined the meeting via Zoom

Fiscal Sponsorship of Sieler Schoolhouse Project (moved from new business):  President Varner proposed moving the Sieler Schoolhouse agenda item to earlier in the meeting, citing Mylen Bohle joining the meeting at this time. There were no objections.
Vaughn explained to the board that SMART had acted as a fiscal sponsor for Mr. Bohle in his grant application to the Montana History Foundation seeking funds to stabilize the Sieler Schoolhouse near Plevna in anticipation of moving the one-room schoolhouse in to Plevna to act as a museum. The grant was for $10,000 for the project. SMART has no obligations other than overseeing grant administration if it is awarded.
Mylen then gave a board a brief history of the schoolhouse and a summary of his plans.  He would like SMART to use its 501c3 status to act as fiscal sponsor for the entirety of the project, proposing that all future expenses be billed to SMART and that he make payments as a “donation” to SMART for tax purposes.
The board questioned SMART’s exposure in that scenario, specifically if a large expense is accrued and Mr. Bohle fails to follow through with payment to SMART for the costs.  Vaughn asked Mr. Bohle if, should SMART proceed with the fiscal sponsorship agreement proposed, he would be willing to pay fees associated with retaining an attorney to draw up an agreement protecting SMART from any future liability. Mr. Bohle said he would. The board told Mr. Bohle that they would discuss the issue further and get back to him with their decision.

7:38pm Mylen Bohle left the meeting

The board briefly continued their discussion on the Sieler Schoolhouse Project. President Varner said that any arrangement would have to include Mr. Bohle providing estimates for all work and then paying SMART beforehand for expenses so that SMART may immediately pay all invoices.
• MOTION (Alyson Lineback): That SMART approach attorney Rich Batterman in Baker about drawing up a fiscal sponsorship contract between SMART and Mylen Bohle relieving SMART of any liability for non-payment of fees owed or any other related expenses, with the understanding that there is a verbal agreement between SMART and Mr. Bohle that Mr. Bohle will pay all attorney fees associated with writing up said contract.
• SECOND: Krista Nemitz.
All in favor, none opposed, three absent. Motion carried. Vaughn will contact Rich Batterman about drawing up a fiscal sponsorship agreement between SMART and Mylen Bohle.

Other Old Business:  SMART 2020 Window Grant:  The discussion turned to a grant that SMART received in 2020 to install windows in the SMART office space. Vaughn said that Steve Zachmann has assured him that the windows are bought and paid for and are still in storage at the old J&M Lumber Building. Vaughn asked board members if they had any recollection of receiving the window grant, as neither he nor Cheyanne could find any mention of such a grant in the SMART meeting minutes from 2020. He said that the SMART staff had contacted Mona Madler and Traci Bruha who were both on the board at the time the grant was supposed to have been awarded and neither recalled such a grant. Former board member Mikayla Jeppesen said she recalled some discussion of a façade improvement grant, but could not remember any details. Karol Zachmann, who was also on the board at the time, assured the current board that SMART did indeed get the grant for windows, and thinks they were paid for and they simply have not yet been installed. Vaughn said that he will dig deeper into the 2020 minutes and contact other former board members to try to ascertain when the grant was awarded, by whom, and for how much. SMART’s approved FY24 budget does not include an expense to install two windows in the office. President Varner suggested that for the upcoming year, SMART look into setting up a Replacement and Depreciation account for all of the buildings that it owns, specifically to address unexpected expenses and replacements in the buildings.
There was no further discussion.

            Officer Elections Board Terms:  President Varner said that the current SMART bylaws state that officer nominations should occur in December, with elections to be held in January. SMART will abide by that schedule going forward. President Varner then suggested that SMART have a whole meeting to include a full reading of the bylaws so that the board and staff are aware, and also to review the existing bylaws for any potential amendments.

Jodi then called for nominations for officers for 2024, stating that the nominations will be addressed as a full ticket as opposed to being elected individually.
• MOTION (Karol Zachmann): That Jodi Varner be elected to another term as SMART Board President.

• SECOND:  Alyson Lineback

Discussion: Jodi said that she is in the middle of several different projects with SMART and would be willing to hold the role of Board President for another term.
• MOTION (Karol Zachmann):  That Krista Nemitz be retained as SMART Board Vice President for another term.
• SECOND:  Deborah Walraven-Wenger.

Discussion: Krista said she accepts the nomination.
Discussion then turned to the role of Treasurer, currently held by Karol Zachmann. President Varner suggested that she would like to see more involvement from the Treasurer position, specifically, setting up a meeting with SMART Executive Assistant Shannon Johnson each month to review the financial reports a week before the monthly meeting.  President Varner also requested that the Treasurer be part of a bi-annual review of the books every January and June and that Shannon Johnson and Vaughn provide to the board each month, along with the usual financial reports, a budget report detailing what was budgeted and what has been spent.

• MOTION (Alyson Lineback):  That Karol Zachmann continue in her position as SMART Board Treasurer.

• SECOND: Deborah Walraven-Wenger

Discussion:  Karol indicated that she will be willing to take on the new Treasurer duties detailed by President Varner.

• MOTION (Deborah Walraven-Wenger): To cast a unanimous ballot of Jodi Varner for SMART Board President, Krista Nemitz for Vice President and Karol Zachmann for Treasurer. 
• SECOND:  Alyson Lineback

Two in favor, none opposed, three abstaining, three absent. Motion carried. The current roster of SMART Officers will be retained for 2024, with the next nominations for new officers occurring in December 2024 and elections occurring in January 2025.

Finalize SMART By-Laws Amendment:  Vaughn explained to the board that there was a discrepancy between the July 2021 bylaws amendment and the September 2021 bylaws amendment. Specifically, in Article II relating to Capital Stock where two sections had been removed in July of 2021 but then were present in the approved September 2021 bylaws. Vaughn corrected the error and presented the new bylaws with the Policies and Procedures amendment approved by the board in November and December of 2023.

President Varner suggested that SMART, rather than simply refer to the bylaws of the Montana Nonprofit Association, should have its own official Employee Handbook. She also suggested that the SMART Board should set separate committees to review the existing bylaws and establish employee policies.

• MOTION (Deborah Walraven-Wenger): For the SMART Board to create two separate committees, one to review the SMART Bylaws and one to establish an employee policy handbook.

• SECOND:  Krista Nemitz

All present in favor, none opposed, three absent. Motion carried.  SMART will establish committees to review both the bylaws and employee policy.
The board proceeded to set the committees.
The SMART Bylaws Review Committee will include: Alyson Lineback, Deborah Walraven-Wenger and Karol Zachmann.
The first meeting of the Bylaws Review Committee will be February 12, 2024 at 5:30pm at the SMART Office.

The SMART Employee Policy Committee will include: Jodi Varner, Krista Nemitz and Mindi Murnion.

The Employee Policy Committee did not set a date to meet. President Varner will contact Mindi Murnion about her availability and the committee will then choose a date and time to meet.

Set Budget for Visitor Center Remodel:  Addressed during the FY2024 Budget portion of the agenda.

New Business:

SMART Audit Committee: As the SMART Bylaws require biannual audits of the books to be done by the Board, President Varner requested that an Audit Committee be formed to review the SMART financials. The Committee would review the books in February and July of this year and then in January and July going forward, with the January review coming prior to the Annual Meeting.  It was also requested that the Treasurer perform an Audit by December 31 each year, prior to the creation of the new Fiscal Year Budget.

• MOTION (Deborah Walraven-Wenger):  That SMART create an audit committee to review the books biannually.
• SECOND:  Karol Zachmann

All present in favor, none opposed, three absent. Motion carries.
The board then took suggestions for Audit Committee Members.  Karol Zachmann and Alyson Lineback volunteered for the committee. The board is hopeful that Kevin Dukart will also join the committee. President Varner said she will contact him. 

The first meeting of the Audit Committee was selected as February 28, 2024 at noon at the SMART Office.

Decision to Acquire Board/Director Liability Insurance:  President Varner contacted Jade Boggs with the Insurance Store regarding acquiring Board Liability Insurance, or Directors and Officers Insurance for the SMART Board of Directors to protect the personal assets of corporate directors and officers from lawsuits that could arise as a result of the decisions and actions they take within the scope of their SMART duties.  Jodi said that Jade quoted her $2800 for the policy.
• MOTION (Deborah Walraven-Wenger): To bond and insure the SMART Board of Directors against any liability.

• SECOND: Krista Nemitz

All present in favor, none opposed, three absent. Motion carried. SMART will acquire D&O Liability Insurance from the Insurance Store in Baker.

President Varner noted that the February general meeting will need to include an agenda item regarding a budget amendment to adjust for this new insurance expense.

SMART Local Business Impact Award:  Vaughn noted that SMART had finally received its plaque for the Impact Award from the Montana Economic Developers Association. He suggested that SMART select a local individual or business in Fallon County to receive a Local Business Impact Award for going above and beyond in their efforts to promote Fallon County and the local economy. He suggested the first recipient be Brenda Uecker from Thee Garage Bar & Steakhouse, recognizing her multiple events over the course of 2023 that benefited not only her business, but all of downtown and Fallon County.  The board agreed that this was a good idea and discussed what the award should be.
• MOTION (Alyson Lineback):  To present Brenda Uecker with an honorary plaque and $250 in Baker Bucks for the inaugural SMART Local Business Impact Award.

Discussion:  That SMART create a “traveling trophy” to the honored individual or business for their display, but also create a plaque to be kept at SMART that updates and recognizes the yearly winners. The amount of Baker Bucks awarded should be discussed after the cost of the trophy and plaque are determined.
• MOTION RESCINDED:  Alyson Lineback rescinded her original motion after discussion.
• MOTION (Deborah Walraven-Wenger):  That SMART present Brenda Uecker with the inaugural SMART Local Business Impact Award, including a trophy to be presented to Brenda, as well as an undetermined amount of Baker Bucks and flowers. In addition, SMART will have a plaque created to hang in the SMART Office recognizing the yearly winners of the award.
SECOND: Karol Zachmann

All present in favor, none opposed, three absent. Motion carried. SMART will establish the Local Business Impact Award to be given yearly to a business or individual that the SMART board deems worthy. The award will come with a trophy, Baker Bucks and flowers. This expense will come from the Civic Support line item in the 2024 SMART Budget. The total amount of Baker Bucks awarded and a date for the presentation of the award will be determined at a future meeting after the estimated cost of the trophy and plaque are clarified.

8:29pm Cheyanne Dame left the meeting

SMART Grant for Mental Health Council:  Vaughn has been asked to speak about grant writing and economic development for the 3rd and 4th period Composition Classes at Baker High School on February 5, 2024. He also said that the Fallon County Mental Health Council had recently contacted him about finding funding for new office furniture. He suggested to the Board that having the student write a small $1000 grant from SMART to the Fallon County Mental Health Council would help engage the students in the process. Alyson Lineback suggest that Baker Public Schools has unused office furniture that could be used by the Mental Health Council. The board agreed that providing real money for the students to earn with their grant writing would be a good way to engage the youth in the field of economic development, but that, considering the availability of used office equipment, that the grant should be for $500, or $250 per class.
• MOTION (Alyson Lineback):  That SMART make available, out of Grant Administration funds in the budget, $500 to be donated to the Fallon County Mental Health Council in association with the two grant writing classes.

• SECOND:  Deborah Walraven-Wenger

All present in favor, none opposed, three absent. Motion carried.  SMART will donate $500 from the Grant Administration budget to create a grant opportunity for Baker High School students to apply for on behalf of the Fallon County Mental Health Council.

MNA Membership Renewal:  SMART has renewed its annual membership with the Montana Nonprofit Association, but is eligible for an “All Access Pass” granting SMART employees and board members access to all of MNA’s training events throughout the year. Vaughn queried Shannon Johnson and Cheyanne Dame about whether the trainings would be useful to them and they said yes, they would utilize the MNA trainings if available.  The additional cost to SMART would be $300.
• MOTION (Krista Nemitz):  That SMART pay $300 for the Montana Nonprofit Association’s All Access Pass, to come out of the budget for Travel & Meetings & Conferences.

• SECOND: Alyson Lineback

All present in favor, none opposed, three absent. Motion carried. SMART will pay $300 out of the Travel & Meetings & Conferences budget for the MNA All Access Pass and associated benefits and trainings. Vaughn will share with the board all potential training opportunities throughout the year as they become available.

Fallon County Real Estate Investment Cooperative:  Vaughn very briefly brought up the Fallon County Real Estate Investment Cooperative that he began as and EMEDA project back in 2021 to address affordable housing in Fallon County. He stated that the original steering committee for the REIC had dissolved and that the EMEDA had no interest in acting as the steering committee at this time. The original committee had produced bylaws and a business plan and was prepared to present the REIC to the Secretary of State to be officially established. He asked the SMART board if they would be interested in acting as the steering committee for the REIC in order to get it established in Fallon County. Vice President Nemitz stated that the board would be interested, but not until SMART settled all of the board’s other projects, including those of the audit committee, the bylaws committee and the creation of an employee handbook. It was requested that the REIC be revisited at a future meeting.
No further discussion.

• MOTION:  Having no other business to attend to, Alyson Lineback motioned to adjourn.

SECOND: Deborah Walraven-Wenger

All present in favor, none opposed.

Meeting adjourned at 9:00pm

The SMART Bylaws Review Committee is scheduled to meet February 12, 2024 at 5:30pm at the SMART Office.

The SMART Audit Committee is scheduled to meet February 28, 2024 at noon at the SMART Office.
The SMART Employee Policy Committee is scheduled to meet at TBD.

The next SMART Monthly Meeting is scheduled for February 27, 2024, noon at Thee Garage Steakhouse.

Respectfully submitted:

______________________________               _____________________________

s\ Jodi L. Varner, President                                   a\ Vaughn Zenko Jr, Executive Director

JODI:  Contact Mindi Murnion about setting time/date for Employee Policy Committee

JODI:  Contact Kevin Dukart about serving on the Audit Committee


KAROL / SHANNON:  Set up meeting to review financial reports the week of Feb 19-23 prior to the monthly meeting

ALYSON:  Look into acquiring office furniture from the school for the Mental Health Council (Melissa Rost)

JODI / VAUGHN:  Look into setting up a Replacement and Depreciation account for all buildings owned by SMART

VAUGHN: Acquire D&O Liability Insurance (Jade Boggs)

VAUGHN: Contact Rich Batterman about drawing up Fiscal Sponsorship Agreement between SMART and Mylen Bohle.

VAUGHN:  Estimate costs of Plaque and Trophy for Local Business Impact Award

VAUGHN:  Acquire MNA All-Access Pass, share future training opportunities with the Board.

Agenda Item:  Budget amendment to reflect new insurance expense

Agenda Item:  Sign and adopt FY24 Budget

Agenda Item:  Local Business Impact Award