Approved by the Board of Directors on November 13, 2017

aC AUTAUQ.~AESCAPE, ENGAGE, ELEVATE

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

September 25, 2017

Rocky Mountain Climber’s Club in the Community I-louse

Directors Present: Linda Arroyo.I-lolmstrom, Bill Briggs, Tom Galey, Bob Morehouse (left early), TomThorpe, Michelle Estrella (left early), Nan Anderson (left early), Cindy Schmidt Julie Rogers, LisaMorzel (left early), Anne Clemons, Margaret Ryder, Mike Franson (left early), Dan Corson

Directors Absent: Olivia Poulkrod

Staff Present: Shelly Beniord, Charlotte O’Donnell, Sue Perkins, Shannon Bock, and Michael Matts

Visitors Present: Peter Richards

I. Call to Order. Determination of Quorum. Guest Introduction, and Public CommentColorado Chautauqua Association (CCA) Board President Cindy Schmidt called the regular

meeting to order at 12:00 pm and established that a quorum was present for the conduct of business.President Schmidt announced that the board needed to conduct an executive session while a quorumwas present, given that several members were planning to leave early.

II. Executive SessionAll visitors and staff left the meeting except for Shelly Benford and Sue Perkins.

Ill. Resume Regular Meeting for Action on the RecordPresident Schmidt resumed the regular meeting. There was no action by the board. Ms. Morzel

left the meeting. President Schmidt then opened the floor for public comment. The guest present didnot wish to make any comments.

IV. Approval of the Minutes of August 28, 2017 Annual and Regular Board of DirectorsMeetings:

President Schmidt asked for corrections to the draft minutes of the regular board meeting onAugust 28, 2017. Several minor edits were noted. Ms. Estrella moved (Ms. Anderson seconded) toapprove the minutes of the July17, 2017 annual meeting as amended. The motion passed (ii -0 -2).

Ms. Rogers abstained due to her absence from the August meeting.

Approved by the Board of Directors on November 13, 2017

V. Approval of 2018 Schedule of Regular Board of Directors Meetings:

President Schmidt explained that the board is hoping to move the board of directors’ retreat to

February given the that budget work and discussions take up lots of staff and board time inSeptember. September is a month with relatively high occupancy as well, so renting the cottages in

February would be easier on CCA’s operations. Ms. Clemons, Ms. Ryder, and Ms. Estrella commentedthat they appreciated the opportunity to meet all other board members. Ms. Ryder mentioned that itwould be helpful to have an orientation at the same time as the August board meeting if there was not

a September retreat. Ms. Anderson and Ms. Estrella commented that a date in February would allownew members more time to familiarize themselves with the Strategic Plan. Ms. Schmidt commented

that the board will hold a workshop on a Saturday in 2018 and hold a longer retreat in 2019, but hopesto do soon weekend days only given the challenges several current board members face when

skipping work on Mondays.Ms. Rogers moved (Mr. Corson seconded) to approve the 2018 schedule as presented. The motion

passed (13-0.0).

VI. President’s ReportPresident Schmidt explained that CCA aims to have 100% of board members donate annually. The

Tree Steward program is one specific fund for donations. These donations go towards plantingreplacement trees for many ash trees that are diseased and dying. Board members can also donate on

December 5 on the Colorado Gives Day website. A small percentage of those donations will bematched by the Colorado Gives Day organization. Checks can also be made out to CCA at any timefor general operating support.

As a reminder, President Schmidt explained that the Executive Director Selection Committeeincludes current board members Mr. Corson and Ms. Morzel, former board member Dominick Sekich,former board president and current cottage owner Ben Gilbert, and former UCAP executiveadministrator and CCA board president Kathy Strand. CCA l-luman Resources Manager Trish Grayserves as a non-voting member. A total of about 70 applications were received before the deadline of

September15. The top six applicants will now complete phone interviews. The Committee hopes tonarrow down to three top candidates in the following round. Then finalists’ names will become public.

Staff and stakeholders will meet with them in early November. Because this is such a critical boarddecision, a meeting will be held on the afternoon of Sunday, November12 to allow board members to

meet each candidate individually. The Selection Committee will share the applications and writingsamples for each of the finalists before the meeting on the November12.

Ms. Anderson left the meeting.

VII. Executive Director’s Pep~j~Ms. Benford discussed the recent CAMP charrette held by City staff. For Summer 2018, CAMP

will remain largely the same as this past year with parking enforcements on Saturdays and Sundays

from 8am-spm in the previously used zones. The program will include several more days startingMemorial Day weekend and going through Labor Day weekend and also running on July 4. The shuttlewill run from 8am-8pm. The northern neighborhood zone may expand to include additional blocks and

some blocks may add restrictions during evening hours to avoid crowded parking from concert guests.

Approved by the Board of Directors on November 13, 2017

Digital permitting is being explored as an option for the leasehold. The City would provide a wifibooster to aid with this process, which CCA may require Landmarks Board approval. Each of the fourfamilies that live on Clematis will receive one electronic permit to allow them to park in those spots in

front of the dining hall.

City staff will present to CCA at the November13 board meeting. A vote on a final plan will takeplace by City Council in January. City staff will recommend that the plan be in place for at least five

years starting in 2018.

VIII. Committee Reports

Building and Grounds CommitteeMr. Thorpe reported that the Lighting Design Guidelines working group, led by the chair of

Landmarks Board and by Mr. Matts have carried out three study sessions and one night.time tour. Citystaff will present the guidelines to the CCA board for approval on November13.

The other large project is planning for infrastructure updates such as undergrounding ofpowerlines to lower risk of wildfires. CCA hired consultants that outlined a conceptual infrastructuremaster plan including power lines, phone lines, storm water system, and road surface treatment whichwould cost approximately $9M.

Finance Committee ReportMs. Estrella reviewed the past five years of net income; in 2016 CCA recorded over $500K net

income, but given the new compensation plan for staff and the addition of a director position, 2017’s

budget was closer to break even, meaning that net income is not being added to the reserves in thesame way as previous years. Despite the slow start to nightly revenue in 2017, lodging is now only $50K

below budget. The overall reforecast shows a net income of $7oK instead of the budgeted amount of

slooK. Ms. Estrella commended staff for good operating expense control despite legal and otherunexpected fees.

IX. 8udget AssumptionsMs. Benford reviewed the top eleven priorities outlined in the Budget Assumptions Memo. First,

several hospitality initiatives include market rate increases, new hospitality software, and off-season

occupancy strategies. Ms. Ryder and Ms. Clemons expressed concern that the board automaticallyraised nightly rates 3% every year. They noted that about thirteen families that came every year are nolonger able to afford the rates and have stopped visiting. They asked if the nine-month rates could be

higher instead of increasing nightly rates. Ms. Benford mentioned that CCA is considering expansionof the loyalty rewards program, which could lower rates for these returning costumers.

Second, Ms. Benford explained CCA’s new focus on development including research of grant

opportunities and creation of a culture of philanthropy. The third priority for 2018 is physicaladjustments and remodeling of staff and public buildings for increased ADA access; both a conferenceroom and the box office will now be on the ground floor of Academic 1-lall. The fourth priority is a new

public events strategy, the fifth priority is “Project 120” including a concert on July 4th and an event inthe Community I-louse, and the sixth priority was the Camp Chautauqua program for July 2018. Given

the problems with contract housekeepers, CCA plans to directly hire housekeepers which is theseventh budget priority. The eighth and ninth priorities involve conceptual planning of a new

maintenance facility and resilient energy system infrastructure planning (RESIP), which are budgeted at

Approved by the Board of Directors on November 13, 2017

$27K and $50K respectivejy. Mr. Thorpe commented that $50K was enough to cover the P&SIP costsand that he would know more details from the consultants in four to six weeks. The tenth priority is

costs associated with the CAMP program. The eleventh priority is continued alignment of operatingand capital expenses with the areas of strategic focus.

Ms. Estrella left the meeting.

Ms. Benford clarified that staff will be planning to break even in the 2018 budget betweenoperating expenses and revenue. The capital expenditures will be withdrawn from reserves.

Ms. Clemmons asked for clarification on the $18l< worth of landscaping planned for Cottage 512.

Mr. Matts explained that this is not just plantings, but rehabilitation of the steps, porch, and siding.

Ms. Benford explained that CCA is aiming to spend $750K for the rehabilitation of the Galey

Cottage. These expenses are needed to bringing the building up to code for public events. Staff plansto have the Galey Cottage ready for summer 2018. For other cottage upgrades, about $ioK is

budgeted per cottage.Mr. Morehouse left.For the Waterwise Garden project, Ms. Benford noted that the $45K listed is only part of the cost,

CCA is hoping to receive $3ol< of donations to fund the total project cost of $~.

The pilot program for a cooling system involves installing one condenser that will serve multiple

cottages. CCA hopes this will provide better temperatures for guests and be more energy efficient aswell.

Mr. Franson left.

Mr. Corson asked if it would be possible to see all the historic rates and market bench marks ofthe past Jo years. Ms. Clemons, Ms. Pyder, and Mr. Galey all expressed interest in further discussion ofthe nightly rental rates.

Ms. Pogers moved (Mr. Corson seconded) to approve the 2018 budget assumptions with the only

amendment being $5oK listed for P~SlP. The motion passed (9-0-0).

X. Spirit Committee PeportMs. Schmidt thanked Ms. Arroyo.l-lolmstrom for moderating the panel at the film “Neva

Pomero: Jamas Olvidados” in the Auditorium in September. The Spirit Committee hopes to continueto attract different audiences with diverse programming.

Mr. Matts will serve as a non-voting member of the committee given his new role indevelopment.

Xl. A~jcMrnment

Mr. Corson moved (Mr. Briggs seconded) that the meeting be adjourned. The motion passed (9-0-

0).

Bill Briggs

Secretary, CCA Board of Directors