Board Packet for AWARE, Senior Townhouse & Marion Polk Food Share

May 28, 2020 ______________________________________________

Meeting Agenda ................................................................................................................................. 1

AWARE Board Meeting

2020-21 Slate of Officers (AWARE) ................................................................................ 2

Senior Townhouse/MOW Board Meeting

2020-21 Slate of Officers (Senior Townhouse/MOW) ............................................... 3

Consent Agenda Items

Board Meeting Minutes, March 2020 ............................................................................ 4

Electronic Votes

Blackbaud Credit Card Resolution ..................................................................... 8

SBA Payroll Protection Load Application/Acceptance ................................ 10

Governance Committee Updates

2020-21 Slate of Officers (Food Share) ....................................................................... 12

Financial Reports ............................................................................................................................... *

Reports

Development Trends .......................................................................................................... 13

* Please note these documents are in separate packets to the Board.

We Believe:• Everyone deserves healthy food every day, no matter what.• We have stronger communities when no one is hungry.• Ending hunger in our communities is possible.

Our Vision:• We all live in a healthy community, where everyone has the food they need to thrive.

Strategic Direction / Areas of Focus:• Increase access to healthy food for all individuals in Marion and Polk counties.• Engage local communities in leading the work to end hunger and poverty.• Address the systems and environments that lead to hunger, poverty, and inequity.

FY19 Stats:

172,000MOW Meals Served

8.7 millionPounds Distributed 132,000

Food Pantry Visits

476,000Meals Served,

Community Meal Sites

Our mission is to bring people together to end hunger and its root causes.

1

This meeting will be held virtually.

You will receive a WebEx meeting

invitation.

Agenda Board of Directors Meetings for AWARE, Senior Townhouse &

Marion Polk Food Share May 28, 2020

______________________________________________

8:00 – 8:15

Join meeting via WebEx, get coffee, chat with board members

8:15 – 8:20

Call to Order – Courtney Knox Busch Guest Introductions – Rick Gaupo

AWARE Board Meeting: Election of AWARE Board Officers

Senior Townhouse/MOW Board Meeting: Election of Senior Townhouse Board Officers

8:20 – 8:25

For Approval: - Board Meeting Minutes, March 2020 - Electronic Votes of the Board:

1. Blackbaud Credit Card 2. SBA Payroll Protection Loan

8:25 – 8:30

Governance Committee Updates: - 2020-21 Slate of Officers and Committee Chairs

8:30 – 8:35 Finance Statements - Jim Green

8:35 – 8:40 Development Report – Julie Hambuchen

8:40 – 9:30 Preview: Organizational Priorities for Next Fiscal Year – Rick

9:30 Comments & Adjournment – Courtney Knox Busch

Dates to Remember: June 25 – Board Meeting

Action: Board Vote

Action: Board Vote

Action: Board Vote

2

Slate of Officers

and

Committee Chair Appointments

Officers

The following individuals are being recommend by the Governance Committee to

fulfill the officer positions of AWARE for service term of September 2020 -

September 2021. The whole Board votes on Slate of Officers.

Board Chair Courtney Knox Busch

Administrative Vice-Chair Bahaa Wanly

Secretary Warren Bednarz

Treasurer Jim Green

Committee Chairs

The following individuals are being recommend by the Governance Committee to

be appointed to chair the following Board committee for the service term of

September 2020 - September 2021. Appointments are made by the Board Chair.

Executive Committee Courtney Knox Busch

Finance Committee Jim Green

Governance Committee Mike Garrison

3

Slate of Officers

and

Committee Chair Appointments

Officers

The following individuals are being recommend by the Governance Committee to

fulfill the officer positions of Senior Townhouse for service term of September

2020 - September 2021. The whole Board votes on Slate of Officers.

Board Chair Courtney Knox Busch

Administrative Vice-Chair Bahaa Wanly

Secretary Warren Bednarz

Treasurer Jim Green

Committee Chairs

The following individuals are being recommend by the Governance Committee to

be appointed to chair the following Board committee for the service term of

September 2020 - September 2021. Appointments are made by the Board Chair.

Executive Committee Courtney Knox Busch

Finance Committee Jim Green

Governance Committee Mike Garrison

4

Marion Polk Food Share

Board of Directors Meeting Minutes

March 19, 2020 — Held virtually via conference call & web support

Board Members Attending: Frances Alvarado, Alex Beamer, Warren Bednarz, John

Burt, Courtney Knox Busch, Sarah DeSantis, Mike

Garrison, Jim Green, Julie Huckestein, Chris Mercier,

Holly Nelson, Linda Norris, Debbie Sailler, Walter Smith,

Mark Wilk

Staff Members Attending: Kendra Alexander, Eileen DiCicco, Ian Dixon-McDonald,

Rick Gaupo, Jim Green, Julie Hambuchen, Corrina

Hawkins, Sheri Jones

Call to Order

Courtney Knox Busch called the meeting to order at 8:13 a.m. Roll call taken.

Board Meeting Minutes

Board Meeting Minutes, Feb. 27, 2020

ACTION: Warren Bednarz moved and John Burt seconded approval of Feb. 27, 2020 minutes.

The motion passed unopposed.

Finance Statements Resolutions & Revised Budget

YTD Financial Statements:

Jim E. Green referred board members to the financial packet and said the Food Share is in a

strong position financially. Revenue is January and February was higher than expected.

Board Designated Funds for Woodburn Service Area:

Jim E. Green shared a resolution that would allow the approximate $39,000 AWARE

contribution from the transfer of assets to be designated for AWARE use in the future.

FY19-20 Revised Budget:

Jim E. Green said the revised budget reflects the good performance to date. He referred members

to the table prepared to show the difference between the existing approved budget in December

2019 and the 2020 March proposed budget. We’ve moved to a budget showing a surplus of

$265K from $151,000 deficit budget. Donations are coming in stronger than expected. However,

Jim said there may be an unrealized loss from equity markets that would impact investment

revenue.

Alex Beamer expressed concern that we may see reduced donations as the economy changes

over the next several months. Rick concurred that we don’t know what’s going to happen as a

result of coronavirus. He noted that Oregon Food Bank just received a $1 million donation. He

acknowledged that the financial impacts will influence how we budget next year.

5

Warren Bednarz noted that after the 2007 recession people stepped up their donations. He

speculates the Food Share would be good for the next year or two if history repeats.

Courtney Knox Busch added we can’t mitigate for what we don’t know. We can just do the best

we can for moment were in.

Rick believes we will end this fiscal year with healthy surplus. When we revise the budget going

forward, we will look at fundraising response. We should not expect same interest rate.

ACTION: Warren Bednarz moved and Debbie Sailler seconded adoption of the revised

budget for FY20. Motion carried unopposed.

Approval of Mission Statement

Our mission is to bring people together to end hunger and its root causes.

The proposed new mission statement was presented. Rick said the leadership team was striving

for a succinct message about what we do, how we do it and why. We bring people together

(reader can see themselves as part of the solution) to end hunger today and address the root

causes that affect hunger tomorrow.

After a brief discussion about the inclusion of root causes and omission of improved health in the

statement, there was consensus that the mission statement was a good expression of what we’re

about.

ACTION: Warren Bednarz moved to adopt the new mission statement. Mike seconded.

Motion passed unopposed.

Development Report

Julie Hambuchen advised that the upcoming estate planning seminar and first sustainer

luncheon and possibly the second have been postponed. Farm to Table is up in air. She noted we

are struggling to meet the $100K Brendon sustainer match this year. So far, we’re at $40K.

Board members will be individually invited to increase their sustainer gifts. Commitments need

to be made by June 30 to count toward the match.

Warren B. asked about the impact of cancelling Farm to Table. Julie said staff is looking at ways

to engage potential donors through a virtual event. Last year, Farm to Table grossed $210K. Julie

didn’t know the net figure off-hand and said she would provide it later.

Courtney noted that the biggest value of the events is the connection. This will be an ongoing

challenge keeping people connected amid social distancing. She encourage using social networks

to increase connectivity.

Coronavirus Update

6

Rick Gaupo said Ian and Kendra are lead in what we are doing in community. While some staff

are working from home, others are required to get food out the door. We have fewer volunteers

in the warehouse. Between now and end next week, no groups or outside volunteers will be

allowed in the warehouse. We are evaluating if can use volunteers and still maintain social

distancing. We are bringing food to pantries. On Monday, however, warehouse shopping will be

changed. Foods will be brought out to the curb instead of allowing agency shoppers into the

building. We are monitoring which pantries are open and which are closed (so far 4 are closed).

We are providing operating guidelines to our partners. Outdoor distribution is recommended.

We’re saying keep distant, short interactions, provide pre-boxed food. We think everyone

understands. When this is past, we will go back to our volunteer/client engaged shopping-style

model.

Mark Wilk noted he has heard from several people this week who are pleased with the way

AWARE is handling to COVID-19 response. Ian noted that the Food Share is using the AWARE

and Grand Ronde pantries to develop best practices. One problem being encountered more and

more is the shortage of volunteers.

Frances Alvarado said she could put out the call for more AWARE volunteers through the

Woodburn Community Forum. She said Oregon Human Development Corp may close its office

and work from home. Everyone is hunkering down. People are getting nervous. There’s fear of

not having food. How do we help those who aren’t getting a lot of information?

Numerous contingencies are being considered by staff including working with a handful of

pantries; working with Salem/Keizer School District to set up distribution at their meal sites,

possibly using the Kroc Center as a direct distribution point, etc.

MOW qualifies as an essential service. City of Salem has allowed MOW to operate even though

the Center 50+ is closed to the public. Closed So. Salem. Grab n go lunch service at 50+ is

serving about 60 instead of 125. Driver pickup and distribution has changed to allow for more

spacing. We have more kitchen capacity because we’re not doing the community meals. We’re

serving cold trays only, client to heat up the entree. We may keep some of these efficiencies after

the crisis is over. We are directing volunteers to MOW to meet the growing need for replacement

drivers. Volunteers are no longer going into the home.

What is the backup plan if staff is compromised? What if there’s a need to deliver food boxes at

the door. Model of MOW might have capacity.

We’re putting out the message to donors supporting us. Check out our website. Julie Hambuchen

said online giving is going well in response to messaging.

Linda Norris suggested we need to reassure people and let them know we’re on top of things.

Julie Hambuchen said we are doing that via email and a mailing is in the works. We are putting

information out on social media as well.

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Rick said we have received a few calls from businesses that want to pay their employees to help

the Food Share out.

Courtney outlined some of the measures that the City of Salem is taking to slow the spread of

virus.

Rick invited board to email any suggestions they may have for response options. He also told the

board they are amazing board members and community ambassadors.

Sarah DeSantis, who has been running around trying to get food out door at SACA, said she has

appreciated guidance received from the Food Share’s Agency Relations team. SACA is dealing

with food and staff shortages. The more communication we can have with pantries the better, she

said noting, these are exciting and overwhelming times.

Adjournment

Courtney Knox Busch adjourned the meeting at 9:27 a.m. Courtney closed the meeting wishing

everyone the best of luck.

Dates to Remember

No April Board Meeting

May 28 — Board Meeting

June 25 — Board Meeting

July 10 — Farm to Table

_______________________________________

Warren Bednarz

Board Secretary

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April 3, 2020 Board Electronic Vote: SBA Payroll Protection Loan The results of the Board’s electronic vote to the proposal below was unanimous, with all board members voting in approval. Dear Board members, We are looking for a vote of the Board to proceed with an application for funding from the Federal Government under the CARES Act. The CARES act is one of the federal stimulus response tools for the COVID-19 pandemic. Here is a quick overview of the CARES

act: http://www.businessexecutivelifecoach.com/blog/updated-payroll-protection-program-

details-for-business-executives-cares-act

The heart of the CARES act is that a business can borrow up to 2.5 times its monthly payroll expenses of which 2 months of expenses (80% of the loan) is eligible for forgiveness. The end result in non-profit terms is that this is a grant equal to two months of payroll expenses. The vote I am seeking today is for approval to move ahead with the application process to the maximum amount the Food Share is eligible to apply for. I will come back to the Board with more specific information, i.e. loan amount, term, forgiveness amount, when all that is finalized. Today’s vote it to apply for the loan. Once all the details and amounts are determined I will seek a second vote of the Board to accept the loan. Board Vote: Approve that Marion Polk Food Share apply for the maximum amount of funds it is eligible for under the CARES act. Authorize Rick Gaupo, CEO; Jim Green, Director of Finance; and Board member Jim Green, Board Treasurer to oversee the application process and sign application papers as necessary. Below is an email Jim Green sent to me has a little more information. Thank you Jim for bringing this funding opportunity to my attention.

-Rick

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Rick

Attached is the hot off the press final loan application form for the Federal SBA loans under the

payroll protection program. We will apply through our bank, Wells Fargo, for the maximum

available to us, about $600-$650 thousand. This represents about 2.5 months of payroll. Most

(80%) of this will be forgiven according to provisions of the new CARES act.

Applications are supposed to start today but most banks are not yet accepting applications,

including Wells Fargo. You cannot apply directly with SBA. All loans will be through banks.

The regulators even this morning issued 31 pages of new regulations regarding this program. It is

still fast moving and ever changing.

In the application process, I expect the bank will want a resolution of some sort authorizing the

application.

My request: in the interim, prior to having the final form of board resolution, it may make sense

to poll the executive committee or board for their support of borrowing this money. If we do not

have their support, it would not make sense to apply and we should not sign the application

which contains certain certifications.

Jim

James E. Green

503.551.0896

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Slate of Officers

and

Committee Chair Appointments

Officers

The following individuals are being recommend by the Governance Committee to

fulfill the officer positions of Marion Polk Food Share for service term of

September 2020 - September 2021. The whole Board votes on Slate of Officers.

Board Chair Courtney Knox Busch

Administrative Vice-Chair Bahaa Wanly

Secretary Warren Bednarz

Treasurer Jim Green

Committee Chairs

The following individuals are being recommend by the Governance Committee to

be appointed to chair the following Board committee for the service term of

September 2020 - September 2021. Appointments are made by the Board Chair.

Executive Committee Courtney Knox Busch

Finance Committee Jim Green

Governance Committee Mike Garrison

Development Trends As of 4/30/2020

$0

$1,000,000

$2,000,000

$3,000,000

$4,000,000

$5,000,000

$6,000,000

$7,000,000

Total Giving by Fund Type

Rolling 12 Months

Total Revenue Operating Capital Endowment

$0

$250,000

$500,000

$750,000

$1,000,000

$1,250,000

$1,500,000

$1,750,000

$2,000,000

$2,250,000

$2,500,000

$2,750,000

$3,000,000

$3,250,000

$3,500,000

$3,750,000

$4,000,000

$4,250,000

Total Giving by Constituent Type

Rolling 12 Months

Individual Organization Corporation Government Foundation

Development Trends As of 4/30/2020

0

2,000

4,000

6,000

8,000

10,000

12,000

Number of Donors

Rolling 12 Months

All Donors New Donors

$0

$250,000

$500,000

$750,000

$1,000,000

$1,250,000

$1,500,000

$1,750,000

$2,000,000

$2,250,000

$2,500,000

Operating Gifts by Gift Size

Rolling 12 Months

Under $1k $1k-$9,999 $10k-$24,999 $25k+