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Meeting Minutes
Chandler Museum Foundation
Governance Subcommittee
Regular Meeting
March 11, 2024 | 10:00 a.m.
Chandler Museum, Saguaro Room
300 S. Chandler Village Drive, Chandler, AZ
Call to Order
The meeting was called to order by Joan Clark at 10:00 a.m.
Roll Call
Board Member Attendance
Staff Attendance
Joan Clark, Chair
Jody Crago, Museum Manager
Martin Sepulveda
Rich Feely
Absent
Brenda Abney
Scheduled and Unscheduled Public Appearances
None
Consent Agenda
1. January 2024 Museum Foundation Governance Subcommittee Meeting Minutes
• Joan Clark made a motion to approve the meeting minutes of the Museum
Foundation Governance Subcommittee Meeting of January 8, 2024.
• Martin Sepulveda seconded the motion. Motion carried unanimously (3-0). The
minutes were approved as written.
Action Agenda
2. Recommend Approval of Changes to the Chandler Museum Foundation Bylaws.
• Martin Sepulveda made a motion to recommend approval of changes to the
Chandler Museum Foundation Bylaws with one correction.
Page 2 of 4
• Rich Feely seconded the motion. Motion carried unanimously (3-0).
• The one change was on page 9: change the word “annual” to “annually” when
referring to the frequency of when special committees will be reviewed.
• Martin Sepulveda commented the changes were well captured.
• Changes to the Bylaws included:
o 3.1 (a) Change 11 to 13 (number of persons for body of the board)
o 3.1 (b) Delete the sentence in reference to the Chandler Historical Society
membership requirement.
o 3.1 (b) Add new sentence “Submitted applications will be sent to the Board
of Directors as received in advance of appointment.”
o 3.3 Add after first sentence “The annual meeting will occur in the month of
May and include the election of officers as dictated by their terms.
Consideration will be given to the Board of Director terms and coordination
with the City Council appointment schedule.”
o 7.1 Add “All special committees will be reviewed annually for continuation.”
Briefing
3. Determine Next Steps for Completion and Distribution of the Chandler Museum
Foundation (CMF) Board Binder.
• The Chandler Cultural Foundation sent their board binder, which is their onboarding
orientation binder.
• The CMF board binder will be a little different. Items looking to be included are
introduction items, contact information, Bylaws, procedures, section for current
minutes, and other similar items.
• Rich Feely inquired if there is an online binder program that could be used instead
of a paper binder so that policies and other documents can be updated quickly.
o Jody Crago responded that the Chandler Cultural Foundation (CCF) has an
online binder in a program, LiveBinder. Crago will contact the CCF Staff
Liaison to see if there is a cost for this LiveBinder. Crago will inform the
Governance Subcommittee of any costs to see if it is something that the
Chandler Museum Foundation wants to and can pursue.
o Jody Crago commented the online binder is a great option, but many people
continue to ask for paper copies of documents.
• Any board and staff pictures to be included in the board binder will be upon approval
of the respective board and staff members.
• Jody Crago will send the electronic version of the draft CMF Board Binder to Joan
Clark.
o Clark will work on compiling the board binder and will bring it to the next
Governance Subcommittee Meeting for review. Clark will also bring
onboarding items to the next subcommittee meeting.
Page 3 of 4
4. Review the Approved Governance Subcommittee Charter to Develop Work Assignments
with Corresponding Completion and Review Schedules.
• Joan Clark mentioned the main responsibility of the Governance Subcommittee is to
ensure that what is agreed to get done actually gets completed and that policies are
up-to-date. This subcommittee is similar to a Chief Operating Officer of an
organization.
• The Charter states the subcommittee will meet quarterly, bimonthly, or as deemed
appropriate by the subcommittee Chair.
o Joan Clark didn’t think the subcommittee needs to meet monthly. Initially
meeting bimonthly would work for now. The schedule can be changed as
needed.
• At the next subcommittee meeting, discussion will include creating a schedule to
show what policies to review and when to review them.
• In reviewing the Governance Subcommittee Charter, Joan Clark believed to assign
the various strategies to subcommittee members as follows:
o Fiduciary – Rich Feely
o Strategic – Brenda Abney
o Generative – Martin Sepulveda
• Each Tasks/Tactics was reviewed and subcommittee members/subcommittee team
were assigned to each task and tactic, as follows:
o Maintain and update the CMF board binder. – Joan Clark
o Create an onboarding process for new board members; test it with current
members. – Brenda Abney
o Identify needs related to skills and attributes of potential board members;
seek candidates that meet that criterion. – Brenda Abney
o Review financial audits. – Rich Feely
o All subcommittee members will be responsible for the remaining
tasks/tactics listed in the Charter.
• When polices are reviewed, the review date will be incorporated at the end of the
policy.
Member Comments
The Governance Subcommittee scheduled for April 8, 2024, has been cancelled. The next
Governance Subcommittee meeting will be held on Monday, May 13, 2024, at 10:00 a.m., at the
Chandler Museum.
The Governance Subcommittee chose to meet bimonthly until further notice, starting with the
May subcommittee meeting. A revised schedule will be sent to the subcommittee team and the
City Clerk’s Office. For the remainder of 2024, the subcommittee will meet in May, August, October,
and December.
Page 4 of 4
Member Announcements
Jody Crago will be out of the office from June 19 – July 3, 2024.
Calendar
Next Governance Subcommittee Meeting is scheduled for Monday, May 13, 2024, at 10:00 a.m.,
at the Chandler Museum.
Adjourn
The meeting was adjourned at 10:35 a.m.
______________________________
______________________________
Joan Clark, Chair
Jody Crago, Staff Liaison