Meeting Minutes, February 3, 1995

TCSF Steering Committee and Board of Directors

This meeting of the TCSF Steering Committee was held at Sierra Nevada College, Incline Village, Nevada during which six initial members of the Board of Directors were named (see list below) and the meeting became one of the Board of Directors.

Introductions / Agenda / Minutes. Introductions were made. Agenda and meeting minutes from Jan. 6 were approved with the following revision: change Steve Teshara "promised to obtain the funds" to Steve "indicated TTREC may provide funds".

Status of Organizational Matters. Joseph Kruth announced that incorporation was completed February 2 and distributed a certified copy of the Articles. This marks real and substantial progress from the formative, organization-building stage to creating a reality. Joseph gratefully acknowledged the loan from TTREC for the incorporation fee. He also reported that Orrick, Herrington and Sutcliffe (law firm from San Francisco) will represent TCSF during the 501(c)(3) application process and that they have already reviewed the Bylaws.

Discussion of the Bylaws focused on amendments made since the last Steering Committee meeting, including those recommended by reviewing attorneys. Major areas of change agreed upon by consensus include:

1. amending the membership language to exclude "members" as defined by California law (the Board of Directors can acknowledge donors or other affiliations as "members", but these will not be afforded a vote);
   
2. adding two categories of Board membership (Representative from Sierra Nevada bioregion outside of the Tahoe-Truckee region; Individuals and organizations representing cultural diversity);
   
3. amending the paragraph establishing goals for Board composition to read: "All directors, (other than initial directors), shall be designated by the Board of Directors. The Board of Directors shall consider ethnic diversity, gender, and other aspects of community composition in electing directors. The Board of Directors shall also, in good faith, select members of the board in such a way as to prevent more than 20% of the Board from being constituted from any one of the foregoing categories. A standard of responsiveness to the community and to adequate diversity shall also be applied.";
   
4. adding Section 6.11 which identifies that the Board of Directors may set compensation of the corporation's officers;
   
5. increasing the amount of contractual obligations possible without vote of the Board from $100 to $250; and
   
6. adding Article XIV: Non-Discrimination which prohibits the officers, directors, committee members and employees of the corporation from discriminating on the basis of age, sex, race, color, ancestry, religion, sexual preference, or national origin.
   Discussion of Bylaws which did not result in changes included: Board of Director's quorum shall be 51% of the sitting members to encourage a working Board and regular attendance; confirmation that Board members may not vote by proxy (although another person may attend in their place and represent their views during discussion); if necessary, voting could occur by mail or absent Board members could be contacted during the meeting by phone to vote; regular Board meetings will be noticed 10 days in advance (although not required by law); compensation of corporation officers may occur, but no compensation for Board members.
   
   

Agreement: Send Bylaws to Orrick, Herrington for final review. Proceed with application for 501(c)(3) status.

Appointment of Initial Directors by Incorporator. Based upon prior discussions of the Steering Committee, the group agreed on the following seven individuals as initial TCSF board members: Jim Baetge, Mary Gilanfarr, Joseph Kruth, Chuck Levitan, Rochelle Nason, Steve Teshara, and John Upton. Please refer to the meeting minutes of January 6, 1995 for a recital of the categories and how these individuals satisfy initial requirements - SRI.) Upon agreement that these individuals were appropriate, Joseph Kruth, as incorporator, appointed all except Mr. Upton (pending confirmation by Dennis Machida with Mr. Upton). As five of the six directors were present, the meeting was reconvened as the first Tahoe Center for a Sustainable Future Board of Director's meeting.

Review of Proposed Bylaws by Board of Directors. The Bylaws will have a final review by the attorneys and be presented for discussion and adoption at the next meeting.

Election of Officers of Board of Directors. Formal action on this item was deferred until the next meeting to allow resolution of John Upton's participation. Agreement: Steve Teshara proposed that Joseph act as interim Chair until that time, and it was unanimously approved.

Establishing Committees for the Corporation. Action: Steve made the motion that we establish a Fundraising Committee, Joseph seconded it, and it was unanimously approved. Initially identified were Steve Teshara, Jim Dana, Sue Rae Irelan, Joseph Kruth, and Mike Reeves. Steve identified that he and Norine Hegy were also working on the strategic plan, which would figure prominently in local fundraising. An immediate need for $2-3,000 to continue Sue's work was identified, with mid-range funding needed to provide general corporation staff support, in addition to program funding. Jim Dana agreed to assist Sue in developing a budget for this first year. Other funding opportunities were identified as: the upcoming NTIA grant, SMUD/Sierra Pacific for local programs, school districts for the teacher program, and local contributors. Mary agreed to help contact SMUD/Sierra Pacific. A goal of completing a package necessary to approach potential local contributors by the March meeting was established for Sue.
To date contributions in support of TCSF programs were identified as: Stanley Foundation [$9,000 total potential, of which $7,000 is for the Tahoe-Truckee Forum ($2,500 in 1995, balance considered over next three years) and $2,000 is for the 1995 teacher program]. Also, the Tahoe Community Trust has provided a computer on loan to Maria Rose for the Information Clearinghouse program. Steve reported that TTREC offered a loan to TCSF of $1,300 to continue Sue's work for the month of February. Sue will track her time and some of the loan may be reduced if she works on TTREC related matters. (TTREC will issue paychecks as TCSF does not have the organization established to receive and distribute funds.) Sue reported that she and Kate McFarland from University Extension - UCD had just completed an EPA grant application for approximately $18,000 for the teacher program and that two foundation grants for the same program were nearing completion. Action: Mary Gilanfarr made the motion for the corporation to accept the TTREC loan; Chuck Levitan seconded the motion; it carried unanimously. Action: Sue Rae Irelan was accepted as TCSF Program Manager; Steve Teshara made the motion, seconded by Mary Gilanfarr and approved unanimously.

Board Membership Committee. Joseph identified a high priority of the initial Board members would be soliciting additional members who meet the goals of diversity, working for the corporation and helping it be successful. There was discussion about establishing the committee and it was agreed to continue it until the next meeting. The name of this committee was suggested as the Board Nominating Committee. Joseph agreed to work with any Board members or others interested to establish procedures and to solicit additional members. He stated Board members from non-traditional sectors of our community would be particularly valuable.

Report of CERES Status / Advisory Committee. Joseph reported that the CERES organizers continue to define the scope of the program and that funding remains an important issue. CERES representatives from the State and local interested parties will meet at 1:30, February 10, 1995, at the CTC offices to discuss this program and strategize regarding its implementation.

Program Development Progress. Sue Rae reported the following:

Information Clearinghouse. Eilene Hoyt is helping Maria Rose to configure her computer so that it efficiently runs the SNC program. Maria has begun work at TRPA and will continue to catalogue that agency's documents for at least the next month.

Teacher Training. The curriculum committee meeting held January 12 was a success with excellent input provided. The program outline was modified to reflect changes recommended. The next curriculum committee meeting will be scheduled for the end of February and will detail the agenda for the seminar and identify specific outreach goals. Additional funding sources are needed to maintain the program at the currently envisioned level, yet the committee has identified an option (reducing the scope of the program from K-12 to a smaller focus group) which can reduce the budget considerably and still produce a high quality program if needed.

Tahoe-Truckee Forum. Steve reported that Joseph is representing TCSF on the working committee organizing this forum. The forum will be held in April, the specific dates to be determined upon successful negotiation of a location.

Progress on Strategic Plan. Steve and Norine Hegy have produced an outline of this plan and will incorporate budget work completed by Jim and Sue.

Status of Developing Strategic Alliances Inside and Outside the Tahoe Region. Joseph reported the following strategic alliances being formed and their participating projects; Global Tomorrow Coalition (Tahoe-Truckee Forum), Stanley Foundation (Tahoe-Truckee Forum and teacher program), Citizen's Network of Sustainable Development (Joseph is Tahoe regional representative), Institute for Sustainable Development (Bruce Wilcox is interested in the teacher program and the information clearinghouse), University Extension - UCD and Sierra Nevada College (collaborators on the teacher program), and the Sierra Economic Development District (collaborators on a grant for a portion of the information clearinghouse). These are in addition to ongoing collaborative work with the California Tahoe Conservancy, TTREC, TTCN, TRPA, and Lake Tahoe Unified School District on all aspects of TCSF programs.

Other Business. None was identified.

Next Meeting Date / Adjournment. The next meeting was tentatively scheduled for Friday, March 3, 1995 at 1:30 p.m. at Sierra Nevada College, 800 College Drive, Incline Village, Nevada. Board members will be polled in advance of that time to insure that all members will attend for election of officers.

Meeting Attendees: John Christopherson, James Dana, Sue Rae Irelan, Mary T. Gilanfarr, John Gussman, Joseph Kruth, Chuck Levitan, Dennis T. Machida, Rochelle Nason, and Steve Teshara.