SMART Board of Directors Meeting – January 2024
Board of Directors Annual Meeting
Minutes
January 23, 2024
Noon – Thee Garage Steakhouse
Members Present: Jodi Varner (President), Krista Nemitz (Vice President), Karol Zachmann (Treasurer), Kevin Dukart, Deborah Walraven-Wenger (via phone), Sharon Gookin, Alyson Lineback
Members Absent: none
Public Present: Mindi Murnion
Staff Present: Vaughn Zenko (Executive Director), Cheyanne Dame
Meeting called to order at 12:00pm by President Jodi Varner
Public Comment (3 minutes each): Mindi Murnion presented a letter informing SMART
that she was interested in joining the SMART board.
• MOTION (Karol Zachmann): Mindi Murnion be accepted to the SMART board, filling the
open position expiring January 2026.
SECOND: Sharon Gookin
All in favor, none opposed, motion carried. Mindi Murnion is accepted to the SMART
Board of Directors, her term expiring in January of 2026.
12:02pm Kevin Dukart joined the meeting
Approval of Previous Meeting Minutes:
• MOTION (Sharon Gookin): That the minutes from the December 22, 2023 meeting be
accepted as presented.
SECOND: Kevin Dukart
All in favor, none opposed. Motion carries. The minutes from December 22, 2023
monthly meeting will be entered into record as presented.
Financial Reports: The board reviewed the financial report prepared by Executive Assistant Shannon Johnson. As of January 19, 2024, SMART currently has $516,096.47 in total assets, $163,336.63 in total bank accounts and $129,053.88 in the SMART operating fund. There was no further discussion.
12:06pm Alyson Lineback joined the meeting
Director’s Report: Vaughn reported that SMART’s request for bids regarding the planter benches for the pocket park drew no bids, but several interested parties.
Vaughn noted that he has been selected as a Montana Nonprofit Association Ambassador for Southeast Montana. The position comes with a $5,000 grant to SMART for his services. The position falls within the scope of Vaughn’s general duties and will primarily entail reaching out to other local nonprofits to encourage collaboration within the sector.
The SMART web domain, smartrevitalization.org is due for it’s annual fee. Vaughn suggested that with the new website and rebranding, the old web domain won’t be necessary anymore. The Board generally agreed to not renew the smartrevitalization.org domain. There was no official action.
Vaughn said that he will approach the City Council about applying for a Montanan Mainstreet Grant to conduct a year-long demographic and traffic pattern study on the mainstreet corridor utilizing information gleaned from artificial intelligence. Pending Council approval, SMART would administer the grant, as has been the arrangement with past Main Street grants.
Old Business:
FY2024 Budget: The board reviewed the Fiscal Year 2024 Budget prepared by the Budget Committee on January 16, 2024. The board had questions regarding the “Books, subscriptions” line item, specifically SMART’s annual payment of $758 for the Citirix large file sharing service. The board also wishes to receive compensation from EMEDA for use of both the Citrix system and for Quickbooks, which is currently paid by SMART.
Under Federal and State taxes line item, Rachel’s Accounting Service confirmed that the anticipated employer tax liability for 2024 would be approximately $8,792.70. The board questioned why FY23’s numbers stated the total was $18,924.29. The board requested more information on that discrepancy and verification of payroll numbers before adopting the FY24 budget.
• MOTION (Alyson Lineback): That the budget discussion be tabled until the board’s questions regarding payroll and books/subscriptions can be answered.
SECOND: Mindi Murnion
All in favor, motion carried. The Budget discussion will be tabled until a future meeting
SMART Board Terms: The terms of Treasurer Karol Zachmann, and Directors Sharon Gookin and Alyson Lineback expire this month. All three Directors indicated they would like to remain on the SMART Board of Directors.
• MOTION (Kevin Dukart): That Karol Zachmann, Sharon Gookin and Alyson Lineback be elected to another full term, ending in 2027, on the SMART Board of Directors.
SECOND: Krista Nemitz
Five in favor, none opposed, three abstain. Motion carried. Karol Zachmann, Sharon Gookin and Alyson Lineback are elected to a new term on the SMART Board of Directors, ending in 2027.
Finalize SMART By-Laws Amendment: Vaughn presented the board with the bylaws including the approved amendment regarding policies and procedures. President Varner pointed out that the bylaws presented by Vaughn differed from the bylaws she had saved, specifically regarding Article II. The current operating bylaws, dated September 2021, do not include the July 2021 bylaws amendment to Article II. Jodi requested Vaughn send the board the last two sets of signed bylaws to address the discrepancy, and then review the new bylaws at a future meeting.
• MOTION (Karol Zachmann): That the Bylaws amendment discussion be tabled to a future meeting.
SECOND: Mindi Murnion
All in favor, motion carried. Vaughn will send the board copies of the last two sets of approved bylaws from September of 2021 and July of 2021 for review, to be discussed in association with the Policies and Procedures amendment at a future meeting.
New Business:
SMART Employee Policies / Shannon Johnson Employment Contract Revision: President Varner noted that Shannon Johnson has been paid salary at full time wages for all of FY2023, even though the position was intended to be part time. This has been addressed with SMART’s payroll provider, Rachel’s Accounting Service. She also noted that Shannon’s employment contract granted 6.66 hours of Vacation and Leave time per month, which should be decreased to 3.33 hours, as Shannon is part time. In addition, the contract’s wording had led payroll to grant Shannon 6.66 hours of vacation time and 6.66 hours of leave time per month, when vacation and leave time were intended to be a combined 6.66 hours total. Also, payroll had been granting the SMART medical stipend on a per-pay-period basis instead of just a $600 per month total, resulting in the health care reimbursement being significantly higher than intended.
Jodi addressed these issues with Rachel’s Accounting Service and corrected them. Vaughn was directed to produce a new employment contract for Shannon reflecting the clarifications to vacation/leave time and stipend reimbursement, as well as amending her contract to 3.33 hours of accrued leave time per month instead of 6.66 hours and clarifying that Shannon will now be an hourly employee instead of salaried. In addition, the new contract will specify SMART’s paid Holidays will coincide with the Federal Holiday schedule. Jodi directed Vaughn to begin keeping detailed time sheets for all SMART employees and start signing and approving said time sheets before they are presented to Rachel’s for payroll services.
• MOTION (Krista Nemitz): That SMART amend Shannon Johnson’s employment contract with the specified changes and clarifications and that SMART set a committee to review employee policy on an annual basis.
SECOND: Mindi Murnion
All in favor, none opposed. Motion carried. Shannon Johnson will be presented with the amended employment contract reflecting the board’s desired changes and clarifications. In addition, SMART will form a committee to review employee policy, the details of which will be determined at a future meeting.
SMART Election of Officers (added to agenda): President Varner requested that Officer Elections for 2024 be added to the agenda for the next meeting. No further discussion.
SMART Audit Committee: President Varner pointed out that the SMART Bylaws, Article 5, section b, dictate that the Treasurer’s books shall be audited biannually. She requested an audit committee be established for that purpose. In deference to time, she suggested the selection of the audit committee be tabled to a future meeting.
• MOTION (Karol Zachmann): That the selection of a committee to audit the SMART financials biannually be tabled until the next meeting.
• SECOND: Kevin Dukart
All in favor, none opposed. The SMART board will select an audit committee at the next scheduled meeting.
Setting of Date and Time for SMART Special Meeting (added to agenda): In lieu of time constraints, it was the board’s wish to adjourn, table all remaining agenda items and call a special meeting to address the budget and all other tabled items. The board then selected an appropriate date to declare a special meeting.
• MOTION (Karol Zachmann): To table all remaining agenda items until a Special Meeting on January 29th, 2024 at 6:30pm at the SMART Office and to adjourn.
• SECOND: Krista Nemitz.
All in favor, none opposed. SMART will hold a special meeting on January 29th, 2024 at 6:30pm in the SMART Office. All tabled agenda items, including those previously tabled, will be addressed at that meeting.
Decision to Acquire Board/Director Liability Insurance: Tabled
Fiscal Sponsorship of Sieler Schoolhouse Project: Tabled
SMART Local Business Impact Award: Tabled
SMART Grant for Mental Health Council: Tabled
MNA Membership Renewal: Tabled
Fallon County Real Estate Investment Cooperative: Tabled
Meeting adjourned at 1:19pm.
The SMART Special Meeting is scheduled for Monday, January 29, 2024 at 6:30pm at the SMART Conference Room.
The next SMART Monthly Meeting is scheduled for February 27, 2024, noon at Thee Garage.
Respectfully submitted:
______________________________ ______________________________
s\ Jodi L. Varner, President s\ Vaughn Zenko Jr, Executive Director
