Washington Geographic Alliance
Minutes of Board of Directors Meeting of
January 5, 2007

Call to Order

The regular meeting of the Washington Geographic Alliance (WGA) Board of Directors was called to order at 6:05 p.m. by Tim Schultz in the home of Richard Kennedy and Heidi Morgan, 18825 6th Avenue SW, Normandy Park, Washington.

Roll Call

Present: President Tim Schultz of Green River Community College (GRCC), Treasurer Charles "Chip" Dodd of Shoreline Community College (SCC), Amy Chertock of Shorewood High School, Heidi Morgan of the National Geographic Society's (NGS) Grosvenor Council, and Secretary Richard Kennedy of the NGS's Grosvenor Council.

Vice-President Meghan Hoyer of St. Philomena School and Genya Parks of Lawton Elementary School were unable to attend.

Approval of Minutes for November 17, 2006

A motion to approve the minutes of the Board of Directors meeting of November 17, 2006 was made by Tim and seconded by Heidi. The motion passed unanimously.

Action Item Review

Kickoff Reception at E. B. Foote Winery

The reception took place on Wednesday, November 29 from 7 to 9 p.m. Considering the cold weather; the event went remarkably well attracting 17 participants. Some of the participants included Stephen Hancock of Kamiak High School, Turan Wright of Auburn High School, Frank Crosswhite of St. Philomena School, Katie Remine of the Woodland Park Zoo, and Shelly Hurley of Graham Hill Elementary. Thanks go to Heidi for putting together the gift bags containing maps and posters supplied by Tim and Meghan.

Richard welcomed everyone on behalf of Heidi and himself and introduced Tim. He in turn introduced the WGA officers and directors in attendance.

Sherrill of E. B. Foote Winery spoke about the various wines that were sampled that evening.

Tim and Meghan then spoke about Geography Action and My Wonderful World.

Lanny Proffer of NGS spoke about Geographic Alliance's history and mission.

Tim gave a description of and schedule for the WGA 2007 Summer Institute.

Richard held the door prize drawing where two sets of tickets to the NGS Live Matinee Lecture Series and several National Geographic books donated by Heidi and him were also given away.

Chip's Geographic Trivia game was enjoyed by all who attended.

State Funding Meeting

On Thursday, November 30, 2006, Richard and Lanny Proffer of NGS met with 33rd District's Representative Shay Schual-Berke in her Olympia office. Richard explained the goals of the Geographic Alliance while Lanny gave details of how they are organized and funded in other states. A request for $500,000 to fund the WGA's endowment was made. Rep. Schual-Berke sounded supportive and offered to contact persons at the State Investment Board and the House Appropriations Committee staff. [Editor's note: I was subsequently contacted by David Pringle of the House Appropriations Committee staff. His concern was the prohibition in the Washington State Constitution of giving public money to private entities. He thought that a contract for services (e.g., Summer Institute) would allow the state to fund us.]

Conflict of Interest Policy

One of the steps needed for the IRS to recognize our tax-exempt status under Section 501(c)(3) of the IRS Code is the adoption of a Conflict of Interest Policy.

A motion to adopt the Conflict of Interest Policy was made by Chip and seconded by Tim. The motion passed unanimously.

2007 AAA High School Travel Challenge

Richard detailed the AAA's on-line competition that runs from January 8-16, 2007. Tim said he would notify our mailing list about this contest.

Summer Institute

The Summer Institute is current scheduled for July 9-13, 2007. Tim has met with his dean and has had a tour of GRCC's Enumclaw facility. He has received a set of the necessary forms from the dean's secretary and is using them to come up with a price estimate. He is then planning a large mailing announcing the Summer Institute and giving details on how to apply for it.

Amy suggested that in elementary schools the principal be sent the letter. For middle and high schools, it should go to the department head. Chip suggested that we use both the Science Olympiad (Everett Community College March 17, 2007) and the Washington Geography Bee (March 30, 2007). Tim will also use the meeting of the Washington State Council for the Social Studies Lake Chelan Retreat at Campbell's Resort March 9 – 11 to publicize the Summer Institute.

There was consensus that the Summer Institute should not just teach geography; it should teach how to best teach geography. To that end, Tim is thinking about inviting Dr. Teresa Bulman, co-coordinator, of the Oregon Geographic Alliance to speak.

NGS Foundation Grantee's Meeting

Tim was asked by Catherine Ballay to attend the NGS Foundation Grantee's meeting in Washington, DC on March 1-3. NGS will pay for meals and lodging. Tim will speak with Catherine about funding his travel expenses. He should have her answer by the next board meeting.

Next Meeting

The next meeting regular meeting of the WGA Board of Directors will be held on Tuesday, February 20, 2007 at 6:00 p.m. in the home of Richard Kennedy and Heidi Morgan, 18825 6th Avenue SW, Normandy Park, Washington.

Action Items

Tim

  1. Will contact the following about becoming a cosponsor for H.R. 5519 (Teaching Geography is Fundamental Act).
    1. Rep. Jay Inslee (WA-1st)
    2. Rep. Jim McDermott (WA-7th)
    3. Rep. Rick Larson (WA-2nd)
  2. Will contact persons on our mailing lists about the 2007 AAA High School Travel Challenge.
  3. Will work with Richard on completing the required forms for WGA to receive a federal tax exemption.
  4. Will ask GRCC about their ability to videotape the presentations made at the Summer Institute.
  5. Will contact Kalb Perkins at the Superintendent of Public Instruction's Office to get their support for our funding request that will be before the legislature.
  6. Will create a draft of the informational brochures and registration materials for the Summer Institute.
  7. Will work with Chip on presentation materials for the Summer Institute.
  8. Will work with Richard on creating an email asking others to support our effort to have the legislature fund our endowment.

Meghan

  1. Will work with Tim and Keith Eldridge of KOMO-TV about having a story done on the WGA.

Heidi

  1. Locate the International Baccalaureate Coordinator for Social Studies/Geography.

Richard

  1. After receiving the NGS travel policy, will propose revisions to the Travel and Expense Policy further defining reasonable expenses and incorporating relevant portions of the GSA payment schedule and the GRCC travel policy.
  2. Will continue adding new features to the web site.
  3. Will work with Tim on completing the required forms for WGA to receive a federal tax exemption.
  4. Will contact E. B. Foote Winery about their 2007 calendar.
  5. Will work with Tim on creating an email asking others to support our effort to have the legislature fund our endowment.

Chip

  1. Will ask the AWG board for a resolution supporting passage of the Teaching Geography is Fundamental Act.
  2. Will monitor the progress of SCC students in designing a WGA logo.
  3. Will work with Tim on presentation materials for the Summer Institute.

All

  1. Email Richard a categorized list of good geography links and other content for the web site.
  2. Email Richard copies of your institution's travel and expense policy.

Washington Geographic Alliance
Conflict of Interest Policy

Article I - Purpose

The purpose of this conflict of inerest policy is to protect the Washington Geographic Alliance's (hereafter Alliance) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Alliance or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II - Definitions

1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

  1. An ownership or investment interest in any entity with which the Alliance has a transaction or arrangement,
  2. A compensation arrangement with the Alliance or with any entity or individual with which the Alliance has a transaction or arrangement, or
  3. A potential ownership or nvestment interest in, or compensation arrangement with, any entity or individual with which the Alliance is negotiating a transaction or arrangement.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

3. Compensation

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

Article III - Procedures

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

  1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
  2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  3. After exercising due diligence, the governing board or committee shall determine whether the Alliance can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
  4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Alliance's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

  1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
  2. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV - Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V - Compensation

  1. A voting member of the governing board who receives compensation, directly or indirectly, from the Alliance for services is precluded from voting on matters pertaining to that member's compensation.
  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Alliance for services is precluded from voting on matters pertaining to that member's compensation.
  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Alliance, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI - Annual Statements

Each director, principal officer and member of a committee with governing board-delegated powers shall annually sign a statement that affirms such person:

  1. Has received a copy of the conflicts of interest policy,
  2. Has read and understands the policy,
  3. Has agreed to comply with the policy, and
  4. Understands the Alliance is charitable and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Article VII - Periodic Reviews

To ensure the Alliance operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management Alliances conform to the Alliance's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Article VIII - Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Alliance may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Adopted: January 7, 2007

Respectfully submitted,

/ss/ Richard T. Kennedy
Richard T. Kennedy
Secretary

Approved February 20, 2007

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