Dec. 14, 2006 (Draft, teleconference)  

I. MEETING TIME, DATE, LOCATION
A meeting of the Association of Graduates (AOG) Board of Directors (Board) was held by teleconference at 2000 hours EST, Thursday, December 14, 2006.

II. ATTENDEES
Directors/Officers present: Bill Boisture, Mike Christy, Ed Eberhart, Edie Edmondson, Steve Finch, Mike Flynn, Marty France, Jack Kucera, Ted Legasey, Gil Mook, John Moore, Amber O'Grady, Al Rogers, Pat Rosenow, Jim Shaw, Leon Smith-Harrison
Officer not present: Marianne LaRivee
Non-Director Committee Members present: Terry Drabant, Jane Francis
AOG Staff present: Jennifer Bateman, Deb Braun, Gary Howe, Dick Rauschkolb
Guests present included: Steve Dotson, Will Honea, Brice Jones, Art Kerr, Pat Russell, Tom Slattery, George Van Wagenen, Jim Wheeler

III. CALL TO ORDER
The meeting was called to order by the Board Chair, Ted Legasey.

IV. NEW BUSINESS
Ted Legasey welcomed everyone to the meeting and then gave an overview of the agenda to include a discussion about the draft AOG Foundation proposal, draft Election Procedures & Policies, and the recently vacated position of Board Treasurer/Chair, Finance & Investment Committee.

1. Ted began by summarizing and praising the work being done by the Campaign Steering Committee (CSC), Foundation Subcommittee (FSC), legal counsel and AOG staff in drafting a proposed foundation structure as outlined by the Board in the October 21, 2006, Board meeting. He stressed the importance of the Board recommending a course of action for moving forward with this proposal during this meeting. He then asked Terry Drabant to provide the Board with an update of the progress that the FSC has made to date.
Terry reported that a rough draft of the foundation bylaws had been completed and reviewed by legal counsel, Holland & Hart. Once all recommended changes have been incorporated and again reviewed by legal counsel for compliance with Colorado law, the FSC will continue to study other alternatives and will present their proposed draft bylaws to the Governance Committee for their review before going to the Board for a vote. The process to fine tune the proposal will not allow for this to be accomplished in time for the next Board meeting in February 2007.
Ted asked the FSC to take the time necessary to produce a more complete proposal by working with the other Board committees and by continuing to seek comments from the membership. Whether or not the Board decides a change to the AOG bylaws is required, Ted noted that the sense of the Board is that this proposal should be taken to the membership for a vote - but not in conjunction with the Board election or before a new Board is seated on July 1, 2007. Board members agreed and Bill Boisture offered to prepare an announcement of the Board's position for broad distribution.
Mike Christy asked that the FSC remember to include the Audit Committee function as part of the draft foundation bylaws.
Ted asked Jim Shaw to provide an update on the AOG insurance policies and coverages. Jim recommended an umbrella policy be put in place to supplement other coverages and he asked that the Directors & Officers (D&O) insurance be increased. Jim stated that there are exclusions of coverage and he will contact the insurance company to see if the AOG can buy liability insurance reasonable enough to cover all of the assets and endowments owned by the AOG. Ed Eberhart made a motion to purchase the recommended increase in D&O insurance from $2 million to $4 million for each occurrence, at an additional cost of $5250 annually. Steve Finch seconded it and the motion carried unanimously.

2. Ted asked Steve Finch, Governance Committee Chair, to provide an update of the draft Election Procedures & Policies. Steve said the Governance Committee has the packet that the AOG staff provided and will move forward as quickly as possible to review it and provide recommendations to the Board. Jim Shaw asked that the Governance Committee approve the Request For Proposal (RFP) to be sent to election management companies as soon as possible due to time constraints of the election.

3. Due to the recent resignation of Charles Garcia as a Board member, the positions of Board Treasurer and Finance & Investment Committee Chair were vacated. Ted indicated that it did not make sense with only two Board meetings remaining in this term to appoint someone to fill Charles' Board seat. However he asked if the Board would agree to appoint someone to fill the Finance Committee Chair and Treasurer positions, preferably before the next quarterly Board meeting in February 2007. Ted stressed the importance of having someone with financial experience who would also carry over to the next Board to serve in this capacity; he recommended Bill Boisture. Bill said he would certainly assume this responsibility but he would have to relinquish his position as Chair of the Strategic Planning and Communications Committee. A motion was made to appoint Bill Boisture as Treasurer and Chair of the Finance Committee and to accept his resignation as Chair of the Strategic Planning and Communications Committee. The motion was seconded and the vote was unanimous. It was decided to defer filling the Strategic Planning and Communications Committee Chair position until the next quarterly Board meeting in February 2007.

V. ADJOURN: Meeting Adjourned at 1955 hours EDT.

James A. Shaw, '67
President & CEO
Association of Graduates