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June 20, 2016 Minutes of the Regular Board Meeting

ANN ARBOR DISTRICT LIBRARY BOARD
343 S. FIFTH AVENUE, ANN ARBOR, MI
MINUTES OF THE REGULAR MEETING
MONDAY, JUNE 20, 2016

16-136 I. CALL TO ORDER

President Barney Newman called the meeting to order at 6:00 p.m.

16-137 II. ATTENDANCE

Board Present: Nancy Kaplan (arr. 6:03 p.m.), Margaret Leary, Jim Leija (arr. 6:04 p.m.), Jan Barney Newman, Prue Rosenthal, Ed Surovell, Jamie Vander Broek
Board Absent: None
Staff: Bruce Hadler, Eli Neiburger, Josie Parker, Karen Wilson (recorder)
Others Present: Dan Schairbaum, Dykema; Jim Greene, Dykema (arr. 7:20 p.m.)

16-138 III. RECESS TO CLOSED SESSION FOR DISCUSSION OF REAL ESTATE AND OPINION OF LEGAL COUNSEL

16-139 IV. RECONVENE REGULAR MEETING AT 7:00 P.M.

President Barney Newman reconvened to the regular meeting at 6:58 p.m.

16-140 V. APPROVAL OF AGENDA
(Item of action)

Secretary Leary, supported by Treasurer Rosenthal moved to approve the agenda.

Secretary Leary, supported by Trustee Vander Broek, moved to amend the agenda adding the Resolution Regarding the Downtown Library after Approval of the Minutes. The amended agenda was voted on.

AYES: Kaplan, Leary, Leija, Barney Newman, Rosenthal, Surovell, Vander Broek
NAYS: None

Motion passed 7-0.

16-141 VI. APPROVAL OF MINUTES OF MAY 23, 2016
(Item of action)

Trustee Leija, supported by Secretary Leary, moved to approve the minutes of May 23, 2016.

AYES: Kaplan, Leary, Leija, Barney Newman, Rosenthal, Surovell, Vander Broek
NAYS: None

Motion passed 7-0.

16-142 VII. RESOLUTION REGARDING DOWNTOWN LIBRARY PROPERTY
(Item of action)

Secretary Leary, supported by Trustee Kaplan, moved the following:

WHEREAS, the Ann Arbor Public Schools (“AAPS”) conveyed certain lands and premises situated at 343 South Fifth Avenue, Ann Arbor, Michigan and commonly known as the “Downtown Library Property” to the Library by quit claim deed dated December 20, 2005, which was recorded in Liber 4529, Page 823 (the “Deed”) and in said Deed, AAPS reserved certain non-exclusive rights to use portions of the Downtown Library Property and improvements conveyed by said Deed (the “Occupancy Rights”); and

WHEREAS, simultaneously with the execution and delivery of the Deed, AAPS and the Library executed an Exclusive Option Agreement also dated December 20, 2005 (“Option”), covering the Downtown Library Property described in the Deed pursuant to which AAPS reserved, inter alia, certain option rights to purchase the Downtown Library Property and/or to share in the proceeds of sale of the Downtown Library Property which Option has been recorded with the Deed; and
WHEREAS, the Occupancy Rights reserved by AAPS in the Deed and the Option are hereinafter referred to as the “Reserved Rights”; and

WHEREAS, the Board has decided that it is the best interests of the Library to purchase the Reserved Rights and in so doing permanently extinguish any and all rights or interests of AAPS in the Downtown Library Property.
NOW, THEREFORE, BE IT RESOLVED THAT:

1. The Library shall purchase the Reserved Rights for a price of $3,000,000.00.

2. The Board hereby determines that the attached Closing Agreement, Quit Claim Deed and Termination of Exclusive Option Agreement (collectively, the “Transaction Documents”) are fair to and in the best interest of the Library, and hereby approve the Transaction Documents and the transactions contemplated thereby.

3. Josie Parker, the Director of the Library (the “Authorized Person”), be and she hereby is authorized, empowered and directed, to execute and deliver the Transaction Documents on behalf of the Library.

A vote on the foregoing resolution was taken and was as follows:

AYES: Kaplan, Leary, Leija, Barney Newman, Rosenthal, Surovell, Vander Broek
NAYS: None

Motion passed 7-0.

President Barney Newman recessed the meeting at 7:04 p.m. for acknowledgement of Ann Arbor Public School Board of Trustees members present. The meeting was reconvened at 7:18 p.m.

16-143 VIII. CITIZENS’ COMMENTS

There were no citizens’ comments.

16-144 IX. FINANCIAL REPORT

CFO Hadler reported May showed unrestricted cash balance of $9,767,597. Tax receipts totaling $12,656,538, reflecting 98.9% of the budgeted amount, have been received through the end of May. The fund balance stands at $8,483,581. Six line items are currently over budget on a year to date basis.

16-145 X. APPROVAL OF DISBURSEMENTS
(Item of action)

Treasurer Rosenthal, supported by Vice President Surovell, moved to approve the May 2016 disbursements.

AYES: Kaplan, Leary, Leija, Barney Newman, Rosenthal, Surovell, Vander Broek
NAYS: None

Motion passed 7-0.

16-146 XI. COMMITTEE REPORTS

16-147 A. FACILITIES COMMITTEE

Chairperson Leary reported the committee had met to discuss wayfinding. Director Parker will present wayfinding proposals to the committee at their next meeting.

16-148 XII. DIRECTOR’S REPORT

In addition to her written report Director Parker noted that the Mott Family Network donated two universal gaming carts for use during AADL gaming events. The carts provide people with disabilities a way of inclusion into the gaming world, using gaming equipment designed to make it easier for people with movement challenges to play regular commercial videogames. Funding was made possible from Mott Golf Classic in partnership with Mott Family Network.

At this past weekend’s Ann Arbor Comic Arts Festival held at the Downtown Library, a new record of over 7,000 visits was recorded. Director Parker thanked all staff that prepared for and cleaned up after this very successful event.

Trustee Kaplan inquired on the status of the Westgate Branch. Director Parker stated construction is on target with an anticipated soft opening in late August or early September.

16-149 XIII. MONTHLY STATISTICS

Due to the length of the agenda no statistical information was presented.

16-150 XIV. OLD BUSINESS

16-075 A. STRATEGIC PLANNING
Kerry Sheldon, Bridgeport Consulting, LLC

Ms. Sheldon reviewed with the Board the proposed 2016-2019 Strategic Plan as updated from the last Board meeting.

Trustee Leija recommended a wording revision to Initiative 1, Section 1.3. The Board concurred on the wording change.

The Emerging Draft Strategies document was reviewed with the Board. No corrections or changes were made.

16-151 XV. NEW BUSINESS

16-152 A. DISCUSSION OF BOARD MEETING FORMAT AND COMMITTEE STRUCTURE
(Item of discussion)
Jim Greene, Dykema

Mr. Greene reported to the Board he had met with Director Parker, Ms. Sheldon and President Barney Newman to discuss thoughts expressed by the Board regarding governance and information needs during the strategic planning process.

He proposed reducing Board committees to two on-going committees, the Executive Committee and Budget & Finance Committee. Special ad-hoc committees would be created when necessary to deal with specific issues and have limited timelines.

He proposed the Director’s Report format be revised to include a summary of patron and trustee complaints/comments/concerns and their disposition; a summary of upcoming issues; an update on any major Library initiatives or projects under consideration or underway; an update on any major activity by local governmental entities that will require Library Board involvement or may significantly impact the Library. Committee reports will be forwarded to the Board prior to the Board meeting upon approval of the Committee Chairperson.

Mr. Greene recommended the Director provide a “State of the Library” report at the April Library Board meeting. This report would include an overview of the Library’s fiscal year to date performance; progress made towards accomplishing strategic plan goals; major initiatives anticipated for the next fiscal year; opportunities and challenges that may affect operation and delivery of service in the next three to five years.

Trustees expressed their appreciation of Mr. Greene’s recommendations and discussed his recommendations regarding the Board committee structure.

Secretary Leary, supported by Treasurer Rosenthal, moved to adopt the proposal presented by Mr. Greene in principal with details to be determined over the next few weeks by the Executive Committee.

After Board discussion Treasurer Rosenthal, supported by Secretary Leary, called for the question.

A vote was taken and was as follows:

AYES: Kaplan, Leary, Leija, Barney Newman, Rosenthal, Surovell, Vander Broek
NAYS: None

Motion passed 7-0.

The original motion was voted on as follows:

AYES: Kaplan, Leary, Barney Newman, Vander Broek
NAYS: Leija, Rosenthal, Surovell

Motion passed 4-3.

16-153 B. RESOLUTION AMENDING BOARD BYLAWS
(Item of action)
Roll call vote

It was consensus of the Board to postpone this resolution until after the Executive Committee meets to address the previous motion.

16-154 C. RESOLUTION ADOPTING 2016-2019 STRATEGIC PLAN
(Item of action)

Treasurer Rosenthal, supported by Trustee Vander Broek, moved that the Board resolves as follows:

1.) To adopt the proposed Ann Arbor District Library Strategic Plan 2016-2019.

2.) That all resolutions and parts of resolutions that conflict with the provisions of this resolution are rescinded.

Trustee Leija noted that a public town hall meeting has not been held for discussion of the Strategic Plan as originally outlined in the committee charge. Ms. Sheldon noted that the document is flexible and allows for additions to it, if they are forthcoming from the public. She will work with Director Parker to schedule a public meeting and seek feedback on the document approved by the Board.

Trustee Vander Broek noted that changes recommended from discussion earlier in the meeting would be incorporated into the Strategic Plan document.

A vote on the foregoing resolution was taken and was as follows:
AYES: Kaplan, Leary, Leija, Barney Newman, Rosenthal, Surovell, Vander Broek
NAYS: None

Motion passed 7-0.

16-155 D. RESOLUTION AMENDING THE 2015-2016 BUDGET
(Item of action)

Secretary Leary, supported by Trustee Kaplan, moved the Board resolves as follows:

1). To transfer $140,000.00 from Salaries & Wages to Purchased Services.
2). To transfer $10,000.00 from Salaries & Wages to Communications.
3). To transfer $50,000.00 from Salaries & Wages to Materials.
4). To transfer $10,000.00 from Salaries & Wages to Software Licenses/Maintenance.
5). To transfer $30,000.00 from Salaries & Wages to Grants/Memorials.
6). To transfer $55,000.00 from Employee Benefits to Grants/Memorials.
7). To transfer $65,000.00 from Employee Benefits to Supplies.
8). To transfer $25,000.00 from Employment Taxes to Supplies.
9). To transfer $70,000.00 from Utilities to Supplies.
10). To transfer $10,000.00 from Utilities to Capital Outlays.
11). To transfer $15,000.00 from Postage to Repairs and Maintenance.
12). To transfer $35,000.00 from Lcards/Circ Cards to Repairs and Maintenance.
13). To transfer $15,000.00 from Custodial and Electrical to Capital Outlays.
14). To transfer $20,000.00 from Building Rental to Capital Outlays.
15). To transfer $10,000.00 from Seminars/Conference/Travel to Capital Outlays.
16). To transfer $10,000.00 from Copier Expense to Capital Outlays.
17). That all resolutions and parts of resolutions that conflict with the provisions of this resolution are rescinded.

Director Parker noted that by law the Library is required to maintain a line-item budget and end the fiscal year with no negative balances.

Vice President Surovell inquired why funds were being transferred to Grants/Memorials. CFO Hadler responded that more monies were received from the Friends of the Ann Arbor District Library than anticipated.

Vice President Surovell stated he disagreed with the Friends donations being used to fund summer game expenditures. He stated summer game expenditures should be funded from the general budget.

Vice President Surovell left the meeting at 9:01 p.m.

A vote on the foregoing resolution was taken and was as follows:

AYES: Kaplan, Leary, Leija, Barney Newman, Rosenthal, Vander Broek
NAYS: None

Motion passed 6-0.

16-156 E. DISCUSSION OF THE CITY OF ANN ARBOR LIBRARY LOT
(Item of discussion)

Trustee Leija recommended moving this discussion to the next regular Board meeting.

Director Parker noted that petitions have been submitted to the City Clerk to place the disposition of the Library Lot on the ballot for a public vote. The petitions are currently being reviewed for valid signatures.

Several Board members supported having a discussion on the topic.

Vice President Surovell returned to the meeting at 9:10 p.m.

It was the consensus of the Board to postpone discussion until a determination is made whether the Library Lot issue will become a ballot initiative.

16-157 F. VOTE FOR CLOSED SESSION AT THE JULY 18, 2016 REGULAR BOARD MEETING FOR DISCUSSION OF REAL ESTATE AND OPINION OF LEGAL COUNSEL
(Item of action)
Roll call vote

Secretary Leary, supported by Trustee Leija, moved to hold a closed session at the July 18, 2016 regular meeting for discussion of real estate and opinion of legal counsel.

A roll call vote was taken.

AYES: Kaplan, Leary, Leija, Barney Newman, Rosenthal, Surovell, Vander Broek
NAYS: None

Motion passed 7-0.

16-158 XVI. CITIZENS’ COMMENTS

There were no additional citizens’ comments.

16-159 XVII. ADJOURNMENT

President Barney Newman adjourned the meeting at 9:13 p.m.