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                          THE BAY AREA DISCOVERY MUSEUM

Time:                  6:00 PM

Date                   September 15, 2009

Place:                 The Bay Area Discovery Museum
                       Discovery Theatre
                       557 McReynolds Rd
                       Sausalito, CA 94965

Trustees present: Steve Ashley, Lily Beischer, Ernie Chow, David Chung, John Dick, Karyn
Flynn, Bert Galleno, Beth Gelles, Cigdem Gencer, Kristin Koh Goldstein, Robert Greene, Beth
Gumm, Gretchen Hansen, Steve Hohenrieder, Jay Kern, Claire-Marie Laidley, Donna Dreyer
Lorsch, Bill McGlashan, Libby Mitchell, Ravi Mohan, Eve Niquette, Melissa Norris, John Park,
Mathias Schilling, Nicole Sheehan, J. Mike Smith, Robert Thompson, Julie Vlahos, Richard
Yanowitch and Kay Yun

Trustees absent: Sanjay Jain, Tracy Leeds, Varun Marya, Leigh Matthes, Keith Ogden, Jeff

*All trustees who were absent were later asked to vote by proxy to approve the three
amendments to the Museum bylaws (see number VIII below). All were in favor.

Staff present: Rich Winefield, Jennifer Caleshu, Brianna Cutts, Mary Hillier-Davidson, Robin
Keating, Bruce Simon, Greg Medley, Erika Mooney, Valerie Raszka, Gail Reitano and Kelly


   Eve Niquette, President, called the meeting to order at 6:09 p.m.


   Eve asked someone to move to approve the July, 2009 minutes. J. Mike Smith moved,
   Robert Greene seconded and the July 2009 minutes were approved.


   Eve thanked the Board for their time and participation. She also thanked Bill and Marie
   McGlashan for hosting the Board dinner in May. She thanked Erika Mooney and the
   Discovery Council for facilitating the Family Pirate Pizza party on Sept. 13th.

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Eve reminded the Board about the eight regularly scheduled Board meetings this year
with the July meeting having the option to phone in. Eve stressed the importance of
attendance and explained that we will continue to send a Board packet the Friday before
Board meetings and reminded everyone that we expect them to review the materials
carefully and to RSVP to Kelly going forward. This is helpful in securing proxy votes.

Over the summer Eve worked on getting the committees developed. When the list is
finalized, we will e-mail the Committee roster and the Committee Chairs will get in touch
for the respective meetings. She thanked those who are participating on the

Eve shared that this is her last year as Board president (as long as the amendment in
the bylaws to change her term to two years is passed). She introduced the incoming
Executive Committee that was determined in July: Board Chair, John Park, Treasurer
Steve Hohenrieder, Secretary Karyn Flynn, and Executive at Large Committee members
Bert Galleno, Richard Yanowitch, Nicole Sheehan and Sanjay Jain. The Board voted on
their election with Lily Beischer moving to elect the new Board Officers and Beth Gelles
seconding her move; trustees present were all in favor and the new Board Officers were

Eve stated that John, she or Rich will be in touch in the next couple of weeks concerning
each trustee's board gift and expressed their appreciation. Board Asks include three
parts: A package gift which incorporates the Discovery Circle operating expenses,
unrestricted; the Discovery Forum event which is on February 1st, at which Steve
Wozniak, co-founder of Apple Computer is our featured speaker (Board members are
asked to buy and fill a table and/or seats). The third part is supporting the Spring
Playdate Gala event which Beth Gelles is chairing and will be held on Saturday, May
22nd. We’re working hard to make sure Gala supports our mission and reflects who we
are. Members are asked to buy tables/seats. There are additional opportunities to
contribute financially, but not required including Goblin Jamboree (Oct. 17-18), being on
the host committee for the Forum event, or at the Playdate event - trustees are
encouraged to participate in the silent and live auction. Eve thanked the Board for their

Theoretically, Board gifts are due at the end of fiscal year (8/31), but we always
encourage early payment. Eve reiterated our cyclical cash flow challenges.

Eve welcomed new trustees, and shared that John Amster resigned from the Board and
read his resignation letter. John has offered to help in any unofficial capacity going

Eve stated that we have nine new Board members and encouraged everyone to find
their profiles in the Board binders. Eve asked returning Board members to make brief
introductions of the incoming Board members:

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Steve Ashley introduced Ernie Chow.
Nicole Sheehan introduced Cigdem Gencer.
John Dick introduced Robert Greene.
Lily Beischer introduced Gretchen Hansen.
J. Mike Smith introduced Jay Kern.
Melissa Norris introduced Libby Mitchell.
Bert Galleno introduced Ravi Mohan.
David Chung introduced Mathias Schilling.

Eve then gave an update on the internal Strengthening Initiative that the Board elected
to pass last spring. To date, we have received gifts and pledges from eleven Board
members, Eve thanked them and hopes other Board members will be making their gifts
in the next week. Continuing Board members will be contacted about their gift and while
new members are welcome to contribute, they’re not obligated to do so. Money raised
will help move the Museum forward, Eve looks forward to seeing the impact that we can
make on the Museum’s future. She hopes it will help define this Board.

Kay Yun gave overview of the Strengthening Initiative, stating that we have received
approximately $300,000 and spent about $10,000 to date. We'll continue reaching our

Eve concluded her President’s report by having new Board Chair, John Park, give some
comments. John gave some background information on former Chairs, Scott Pearson
and Hank Holland. We’ve learned that the Board President didn't have enough time to
commit to outside sources to create revenue. The Executive Committee will work on
ideas and have sat down with Rich to think about what our goals were. John's thought
was to come up with a lofty objective. We won't get there soon, but we should try to
double our revenue. Come with ideas to energize and dream big. The work is just
beginning with the first meeting with the Revenue Task Force being next week. The
Board needs to try to take the Museum to the next level. John thanked Board members
in advance for any contributions they can make. John also talked about the form 990.
In 2007 there was movement with the IRS to change it and now we’re subjected to it.
The form 990 calls for increased exposure. Some of it sounds trivial, but other parts are
more substantive in nature. If anyone is interested, John will forward the list of our
auditors. We're on top of it and we need to be in compliance with it. John can answer

Kristen Koh Goldstein raised the question of whether we’re thinking big enough? What
will it take to get the large sponsorships to raise $20-30M? John said the Revenue Task
Force is working to tackle this issue. John stated that we’re looking at out of the box
ideas, maybe a rock band to donate all proceeds to benefit Connections, etc. To hit
$8M, we'll need big ideas. Kristen remarked on our large room and emphasized that we
should not be treading water.

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Steve reminded everyone that Mike Miller resigned a couple of months ago. He left the
books in great shape. Steve explained how he worked with Rich and John to replace
Mike, and that the new Controller starts on October 1st. Mike closed the July books and
we’re hoping he’ll close August if he has the time. This is the time of year when cash
flow is light. Steve indicated that we moved about $200,000 out of our normal
operating reserves to cover cash flow since the last Board Meeting but that we should be
in fine shape - we’ll be monitoring it closely. We decided to come back with less
frequent financial reports, maybe quarterly information. Two employees in accounting,
Liz Hart and Melissa Buck, have been fantastic and working very hard since Mike’s
departure. We'll introduce the new Controller, Darlene Titus, at the next Board Meeting.


Eve indicated that all Trustees need to sign our Conflict of Interest Policy on a yearly
basis and that all present tonight should sign it, Kelly will coordinate that process.


Rich stated that the Museum is closed for the next two weeks, a very busy time with
many people here to work hard on improvements. The focus is on safety. All throughout
the Museum, we’re on lock down to improve safety and security on the site. In the front
entry pavilion, the desk will be moved, redesigned for better flow, as well as many other
improvements. Rich acknowledged Kelly for putting together all the Board binders and
Tracy White for the Board Facebook and Museum graphics which really pop out.

Rich stated he would summarize the last two years, as well as give an idea of where the
Museum would like to go in the next two years, and how we all might work together to
make that happen.

Last Two Years
The Museum ended years of deficit spending. We did it by reducing staff by 12% and
cutting discretionary spending to almost zero which means we’re understaffed. We’re
right sized for our budget but not for our mission but we will get back to that: We’ve
added a creativity focus to expand our funding base and to focus on our mission which is
play and learning. Rich referenced how we’re actualizing creativity on the Museum floor
indicating efforts by our Creativity Task Force. He briefly mentioned our YMEC exhibit:

Rich advised everyone that we’ve assembled a first class Development team who will
speak later. In Rich’s three years with the Museum, there was a revolving door of
Development staff and now our team is complete and he acknowledged that Robin has
put together a great team

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Rich indicated that we’ve begun a serious safety audit including planning for H1N1
which in addition to the recession, could affect visitorship. We’re dealing with it, making
the best of it and will report on it next month. He acknowledged Brianna Cutts as a world
class exhibits director: Rich gave a brief overview of the Connections Program; bringing
kids from underserved communities to the Museum has been our holy grail and in this
last year, we actually got it done. Board and staff members have worked together
creating a solid program. Over a 3 year commitment, these kids and their families will
come four to five times a year for each of those years, so it is meaningful, not just one
time visits. We're proud of the program, it will be around for a long time. Rich addressed
how we’ve professionalized our Discovery Guides program, offering more training and
adding more value to what they do on our site. Rich also acknowledged that we’ve
landed our first large multiple-year corporate sponsorship with Wells Fargo. They
sponsored Discovery Theatre. We’ve raised our game on Discovery Forum, last year we
filled the ballroom at the Ritz Carlton and the risk paid off on spending to get more
people. Rich acknowledged our fantastic Board of Trustees: It’s never been better.
Along with our staff, there is nothing we can't do.

Next Two Years
   1. Build a reserve for the Museum.
   2. Make creativity more visible on our site and in the community. We need to
       expand our funding base and get the message out in the coming years.
   3. Grow Connections.
   4. Aggressively market our creativity emphasis.
   5. Develop and grow new revenue sources. One way is through auto membership
   6. Look for alternatives to our café vendor – more on mission and customer service,
       one that can make us more money.
   7. Continue successful Forum events. Steve Wozniak will talk for an hour. Past
       speakers wrote about creativity, this year we have the real thing.
   8. Grow Gala but be more mission-centric by tying it around Connections.
   9. Improve the entry experience and grow revenue - not just to get to $8M but to
       also address our staff which is overworked and underpaid.
   10. Position the Museum for a campaign. 18 months – two years from now. It will
       cover $1.6 in deferred maintenance, a similar figure to spend on our exhibits to
       make them A1, revitalize Bay Hall, revamp our art studios, retrofit the old building
       which needs to pop since it’s the first building kids see when they come into the
       Museum. Possibly create an interactive environment for older children on the
       ridge over Lookout Cove to hold onto families longer.

What do we have to do together to make that happen?

   1. Expand our funding base.
   2. Grow existing funders. This will be the focus of our new Major Gifts Officer.
   3. Philanthropy. If you (the trustees) believe the Bay Area needs to stay on the
      cutting edge of creativity and innovation and if you truly believe in the Museum as

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       an incubator for creativity, you need to want it to succeed. At that time, you will
       cross the divide and become a true philanthropist.

Rich stressed what a great Board we have and how we couldn’t do the work here without
our trustees, thanking them.


Eve introduced Robin Keating, who thanked the Board for their time and after
introducing her team, gave an overview of what the Museum’s Development Team does.
Robin told the trustees about our new Major Gifts Officer, Amy Regan, who with her
husband is moving to San Francisco from Philadelphia. She indicated the challenges we
face. Fundraising is an art, not a science but we need to make it a science. We need to
build and maintain relationships. We have 5-6 years to spark people's passion. How do
we stress the importance of the Museum? We are world class. How do we move from
being a fun place to being a Bay Area cultural icon? Robin stressed that there is real
learning going on here - free choice learning where children develop their creative skills.
In this difficult economic environment, it’s hard to convince people to give. Trustees
need to be ambassadors to the Museum. Robin’s team will give them all the tools they
need, letters to sign, spreadsheets, anything trustees need to do their job. She
mentioned how we are creating a secure Board portion on our website where materials
can be downloaded. We need the Board’s help in variety of ways. For the 2010 plan,
Robin gave information about how to get involved outside of the Strengthening Initiative
where we need an additional $2 million to be raised. Our entry point for major gifts will
be $5,000. Our goal this year for Discovery Circle, including major gifts is $275,000.
Robin and Amy will work with each of the trustees to help them refine their major donor
prospect lists and help them invite those prospects to a Discovery Circle event or to buy
a table at Playdate or Forum. She and the Development team are confident we'll meet
our goals this year.

Gail Reitano, Foundations/Government Relations Manager, introduced herself and gave
her background as Executive Director of an affordable housing non-profit in West Marin,
she previously had an import and manufacturing business in London in the 1980’s and
before that, fashion advertising in New York. Gail emphasized that in her career she's
always sold things and indicated that it is her job to get money in the door. She needs to
articulate our great need. She again stressed that we are in a difficult funding climate.
Foundations/Government needs expanding. She keeps a current roster of ongoing
contributors but we need new sources. In 2009 we received 16 gifts - 50% were
restricted funds for specific programs. Only 25% of the gifts received in FY 2008 were
restricted. Foundations want to be sure the money is being spent in a way they see as
effective. In 2009, $900,000 in asks yielded only $300,000. We have an ambitious
goal and we need loyal supporters. Gap Foundation has been with us for 23 years, along
with many others. Gail indicated that we are making progress with the team and
thanked the trustees as ambassadors and for their support. Gail welcomes ideas
and/or leads from the Board and reminded them that they have tremendous clout with
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Next, Valerie Raszka introduced herself as Corporate Sponsorships Manager. Valerie
has been with Museum for one year and has a background in for-profit. She helped grow
a local start-up into a global corporate concierge firm that primarily worked with Fortune
500 companies. Her background involves cultivating standing and enhancing strategic
partnerships. Valerie strongly believes in our objective with the ultimate goal being
industry leadership and community transformation. She explained her job which starts
with identifying local and national businesses, understanding their criteria and business
goals, finding strong intersections with our Museum, creating an introduction, building a
relationship/championship and enlisting their support. From a business point of view,
the Museum is a fantastic product. Valerie passed out a matrix that summarizes all of
our sponsorship platforms and how funds from corporate sponsors are used at the
Museum. This year, our strategy is to look at a company and their mission and try to
map out the right program and the right ask, for right now, for a successful long-term
collaboration. Corporate sponsorships dropped by 50% throughout the Bay Area in the
last year. Historically, we’ve received support primarily among financial services
companies – a huge reflection on our Board and we are grateful. But we need to
broaden to different industries, particularly consumer products industries. The current
economic environment is temporary but beyond that, we need to overcome certain
perceptions that we don’t’ need the money – the lingering view that we are a playground
for affluent families. All of us need to champion the relevancy and the critical need of
childhood creativity and how it is important for the 21st century. The Connections
program can provide the catalyst for overcoming socio-economic barriers. We’re doing a
good job but we need to do more and we need to do it fast. Our goal is to raise
$475,000 this year in corporate support. Rich and Valerie are introducing themselves to
companies, conducting on sites and are building relationships. She asked the trustees
to look for how we can expand our pipeline. Personal introductions cut our time by half.
Mathias Schilling and Rob Thompson have graciously agreed to commit extra time to our
corporate sponsorship efforts. Gaining corporate sponsors is a meaningful challenge
and Valerie thanked all for their support.

Next, Erika Mooney, Event Coordinator and Discovery Council Liaison, introduced herself.
She has been with the Museum for a month but has served on the Discovery Council for
three years, chairing the Goblin Jamboree twice. Erika contributes by coordinating all of
the Museum’s fundraising events including Goblin Jamboree, Discovery Forum, the
Playdate Gala and Discovery Circle events. Our Goblin event is in its 22nd year. There
are 120 Council members who transform the Museum into a spectacular family-friendly
holiday festival. She described the event and what it offers. Saturday, October 17th is
Community Connections Day, during which we sponsor 500 children and their families
who, due to financial hardships, would otherwise be unable to attend. We provide
roundtrip transportation, Halloween masks and boxed lunches for those families.
Sunday the 18th is the Sponsor Breakfast for our high-level patrons. Over the course of
the weekend, we expect over 5,000 guests – a number we hope to build on in order to
hit our target of $135,000 in gross financial revenue. We will host our Discovery Forum
event on February 1st at the Ritz Carlton. This annual thought leadership event, co-
chaired by a trustee and two Council members, brings together donors, educators, and
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corporate and community leaders. Erika reiterated Steve Wozniak’s participation this
year and emphasized that after last year’s impressive attendance of 650 patrons we
again hope to hit that target again so we can raise over $180,000 for the Museum. The
Playdate gala will be on May 22nd with Beth Gelles chairing the event with two Discovery
Council co-chairs. It will be geared toward celebrating our Connections program. This
year, we hope to raise $500,000 in gross revenue. The Discovery Circle events, which
will be held twice-yearly will be graciously hosted by Leigh Matthew and Kristen Koh
Goldstein. These are recognition events for our Discovery Circle donors as well as
cultivation events for potential new donors. Trustees are encouraged to invite friends
and colleagues who identify with our mission with the potential to become Board
members and donors of the Museum. Erika finished by thanking the Board for their time
and efforts.

Greg Medley introduced himself as the Museum’s Database Administrator. He started at
the Museum in 1998 as the Membership Coordinator leading him to work on the capital
campaign which allowed many improvements to our site. Next he worked in Guest
Services and finally came back to the Development Department after the Museum
upgraded its fundraising software to Raiser’s Edge. Greg explained what Raiser’s Edge
does and how he uses it to process, track and report on the gifts after they arrive. He
also provides administrative support to the Development Team and the Communications
group by helping with mailings and other administrative duties. He programs and
coordinates online registration, guest lists and table seating for our fundraising events.
Greg looks forward to working with the new Controller in streamlining the entire process
by integrating Raiser’s Edge with the Museum’s financial tracking software, Financial

Robin closed the Development discussion by stating that every effort is being made to
bring funds into the Museum from every viable avenue. She thanked the trustees in
advance for what they will be doing to work with us this year.


Brianna Cutts gave an overview of the Museum’s new exhibition called Shipwrecked:
Final Voyage of the Stella Maris. Shipwrecked will be a traveling exhibit built on site and
touring over a three-year period at leading children’s museums throughout the United
States and Canada in connection with our agreement with YMEC. It is expected to be
enjoyed by over 1,000,000 people. Shipwrecked is scheduled to open at the Bay Area
Discovery Museum in September 2010, after six months of fabrication. The exhibit is
inspired by an actual ship wrecked off the coast of California in 1595.

Lily Beischer asked about whether the name “Shipwrecked” would give a negative
perception of the exhibit. Valerie stated that from a corporate sponsor, likely not, they
“get it”. Brianna can explore a name change, even though there has been some
collateral already printed. David Chung offered the idea that maybe companies could
add a character as part of their development budget, but Rich answered that YMEC may
not accept it. We'd need to have a “you can't lose” proposition.
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Brianna and Valerie pointed out that there are opportunities for corporate sponsorships
for Shipwrecked. Valerie emphasized that we're selling an interactive, innovative,
national, major metro, long length (3 years) exhibit. A $300,000 gift from a corporate
sponsor means they own it. Donna Dreyer Lorsch asked about prospects. Rich urged
everyone to get out their Roladexes and Eve said, the sooner the better.


Eve reminded everyone that we’re taking a vote on the three amendments to the
Museum bylaws, given to them for their review in the Board packet.

Article VI, Section I: Increasing Board members from 35 to 40 - this is to leave some
flexibility in the current number of trustees. Eve asked someone to move: Bert Galleno
moved first, J. Mike Smith seconded. All trustees present were in favor, none opposed.*

Article X, Section I: Decreasing the Board president’s term from three years to two years.
Eve emphasized the enormity of the job and that it’s a minimum of 20 hours per week.
The terms of different officers sometimes overlap. Eve asked someone to move: Nicole
Sheehan moved first, J. Mike Smith seconded. All trustees present were in favor, none

Article XIV, Section I: Changing the Museum’s fiscal year to end on August 31st instead
of June 30th. Eve asked for someone to move: Steve Hohenrieder moved first, Ernie
Chow seconded. All trustees present were in favor, none opposed.*

*Please refer to the “Trustees absent” section on page 1. Absent trustees were later
asked to vote by proxy on the above amendments. All six trustees who were absent were
in favor of the three amendments to the Museum bylaws.


This discussion point was postponed until the October 20th Board Meeting.


Julie Vlahos gave more details about Goblin Jamboree. She asked the Board to recruit
people for the Sponsor Breakfast. Eve explained what you get for a sponsorship and
stated the prices for the different levels - the cost for a table is $1,000. She mentioned
that these sponsorships can be purchased online. Julie stated that the Council is
excited about it and the kids will love it. Sponsorship allows early entry at 8:30 a.m., as
well as other benefits. She urged everyone to come to the event, to get their friends and
neighbors. She asked for ideas for corporate or individual donors for this event, and to
let her or Erika know. She reiterated that we’re bringing up to 600 kids through our
Connections program and they love it – and corporate sponsors love that. Julie gave one

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last reminder to trustees to let her know if they have contacts for sponsors, stating that
the Council does all the work, they man all the stations, etc. Eve stressed this point.


No new business.


Eve adjourned the meeting at 7:54 p.m.

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