Board of Directors Annual Meeting Minutes

January 27, 2025

5:30pm – Fallon County Visitor Center

Members Present: Jodi Varner (President), Krista Nemitz (Vice President), Karol Zachmann (Treasurer), Kendyl Polatas, Stacey Teter, Deborah Walraven-Wenger

Members Absent: Mindi Murnion

Staff Present: Vaughn Zenko (Executive Director), Kass Maierhofer-Davis (Administrator), Alyson Lineback (Executive Assistant)

Public Present: Shannon Johnson (via Zoom)

Meeting called to order at 5:31pm by President Jodi Varner

Approval of Previous Meeting Minutes: The minutes from the December 19, 2024 meeting were reviewed.

• MOTION (Krista Nemitz): To approve the minutes as presented.
• SECOND: Kendyl Polatas
• ABSTENTION: Deborah Walraven-Wenger abstained from the vote as she was not present at the previous meeting.
• VOTE: Four in favor, none opposed, one abstaining, one absent. Minutes from the December

19, 2024 meeting are approved as presented.

Financial Report: The Board reviewed the December financial reports prepared by SMART Assistant Alyson Lineback. Approved with no objections. President Varner requested that, going forward, the Statement of Activity report identify expenses specifically paid by credit card.

Annual Meeting Business

Termination of SMART Memorandum of Understanding with EMEDA: The board reviewed a termination document prepared by attorney Rich Batterman. Discussion on fiscal impact of canceling the MOU. During discussion, Karol Zachmann read selected sections from a memo from Director Zenko to the EMEDA board regarding SMART discontinuing payment for EMEDA Quickbooks online as EMEDA is no longer using that service, noting his use of pronouns “we” instead of “I” in the memo. President Varner suggested Vaughn write a note to the EMEDA board clarifying that the advice in the memo was from him, as Executive Director, and not the SMART Board, as a whole. Further discussion focused on replacing the MOU with a fee schedule for services beneficial to both organizations.

• MOTION (Deborah Walraven-Wenger): To terminate the existing MOU with EMEDA.
• SECOND: Krista Nemitz
• DISCUSSION: Stacey Teter disclosed to the Board that she, in her work with Action for Eastern Montana, has a landlord/ tenant relationship with EMEDA. It was decided that she did not need to abstain from the vote for that reason.
• VOTE: Five in favor, none opposed, one absent. SMART will terminate the existing

Memorandum of Understanding with EMEDA.

SMART Service Fee Schedule/ Contract: The board reviewed a draft schedule of fees for SMART services. President Varner tabled further discussion to give the Board more time to review the details. There were no objections.

Fiscal Year 2025 Budget: The board reviewed the Fiscal Year 2025 Budget prepared by staff and the Budget Committee. Adjustments to several line items were suggested, leaving the budget with a net zero income for the year. Among the changes for 2025 was that SMART Assistant Alyson Lineback will now work 10 hours per week instead of 15.

• MOTION (Stacey Teter): To approve the Budget as amended.
• SECOND: Deborah Walraven-Wenger
• VOTE: Five in favor, none opposed, one absent. SMART’s Final Fiscal Year 2025 Budget approved as amended. The board will sign and adopt the FY25 Budget at the next meeting.

Election of Officers: President Varner read the Officer nominations from the previous meeting. Prior to the election, Stacey Teter, who was previously nominated for Vice President, expressed a preference to serve as Treasurer. Karol, the original nominee for Treasurer, agreed to the change. With no nominee for Vice President, Jodi Varner volunteered for the position.

There were no other candidates. Krista Nemitz remained as the nominee for President. The board approved the adjusted nominations with no objection, and elections proceeded accordingly.

• MOTION (Deborah Walraven-Wenger): To nominate the following slate of Officers: Krista Nemitz (President), Jodi Varner (Vice President), Stacey Teter (Treasurer)
• SECOND: Kendyl Polatas
• VOTE: Five in favor, none opposed, one absent. SMART’s Officers for FY2025 will be: President: Krista Nemitz

Vice President: Jodi Varner Treasurer: Stacey Teter

Their terms are for one year, expiring in January 2026.

Krista Nemitz and Stacey Teter will be added as designated signees, along with Executive Director Vaughn Zenko, on all SMART bank accounts at both the Bank of Baker and Grasslands Federal Credit Union.

Karol Zachmann and Jodi Varner will be removed as signees for those accounts.

In addition, Krista Nemitz and Stacey Teter, along with Director Zenko will be granted online viewing access to all SMART accounts.

Karol Zachmann and Jodi Varner will be removed from online viewing access.

SMART 2025 Meeting Schedule: The board discussed SMART returning to quarterly meetings. There was discussion on reforming committees for 2025. New committee assignments are as follows:

Visitor Center Committee: Deborah Walraven-Wenger, Krista Nemitz, Jodi Varner. Pocket Park Committee: Mindi Murnion, Kendyl Polatas, Deborah Walraven-Wenger Audit Committee: Stacey Teter, Jodi Varner, Karol Zachmann

After further discussion, the Board decided to return to quarterly meetings, as is stipulated in the bylaws. The next SMART meeting is tentatively scheduled for March 18, 2025.

Committee Reports and Decisions as Needed:

Pocket Park Committee: Deborah shared her progress on the mural project.

Visitor Center Committee: Committee members were given a “punch list” of tasks still to be completed at the Visitor Center.

Audit Committee: No new report.

Director’s Report: Vaughn informed the board that he and SMART have been selected as Montana Nonprofit Association Ambassadors for a second year. This comes with a $3000 unrestricted grant and other benefits for SMART. He will be attending a training in Helena in association with Nonprofit Day at the Capital on January 29 and 30.

Vaughn also presented the board with a list, prepared by the staff, of SMART activities and goals for 2025, as well as a 2024 Impact Report.

Old Business

Sharon Gookin Emeritus Status (Resolution No. 12182024): The board reviewed the resolution honoring former SMART board member Sharon Gookin with Emeritus status.

• MOTION (Deborah Walraven-Wenger): To pass the resolution granting Sharon Gookin Emeritus status on the SMART Board.
• SECOND: Stacey Teter
• DISCUSSION: The resolution comes with a honorary plaque. Funds will be taken out of Civic Support.
• VOTE: Five in favor, none opposed, one absent. Resolution No. 12182024 passes, granting

retired SMART Board member Sharon Gookin “Emeritus” status on the board.

Local Business Impact Award Resolution No. 1272025: Having already voted on granting Brenda Uecker and Thee Garage the Local Business Impact Award for 2025, the board discussed an official resolution. The board also looked at options for an “eternal” plaque to be displayed in the SMART office and chose their preferred option.

• MOTION (Deborah Walraven-Wenger): To pass Resolution No. 1272025 awarding the SMART Local Business Impact Award to Brenda Uecker.
• SECOND: Krista Nemitz
• DISCUSSION: The award comes with a plaque, flowers, and Baker bucks. The funding to be taken out of Civic Support
• VOTE: Five in favor, none opposed, one absent. SMART Resolution No.127205 passes,

awarding Brenda Uecker and Thee Garage Bar & Steakhouse the inaugural SMART Local Business Impact Award.

Other Old Business: Windows acquired but never installed for the old SMART Office at 125 S Main were discussed. The windows are at the old J&M Lumber. There was discussion on who would pick up the windows and where they would be stored until they could be installed.

New Business

New SMART Board Member Application: Shannon Johnson sent an email expressing interest in joining the SMART board. There was discussion and questions asked to Shannon, who was attending the meeting via Zoom.

• MOTION (Deborah Walraven-Wenger): To accept Shannon Johnson’s application to join the SMART board.
• SECOND: Kendyl Polatas
• VOTE: Four in favor, one opposed, one absent. Shannon Johnson’s application is approved, and she will join the SMART board. Her term expires January of 2028.

Website Launch/ Board Head Shots and Bios: Kass presented the board with a questionnaire to be used for Board Member bios on the new website, visitbakermontana.com. Kass also informed the Board that SMART has launched an lnstagram account as well. Further discussion focused on head shots for the board members. It was decided to check with local photographers about donating their time or simply gathering the Board for amateur head shots. There was general agreement about the need for head shots, but no budget was allotted.

Tenant Lease Agreement and Discussion: Vaughn created a draft lease agreement for SMART building tenants. The Board suggested edits. The edited draft will be presented to attorney Rich Batterman for his input.

Visitor Center Cleaning: Previously discussed during budget talks, SMART will no longer be utilizing Kennel’s Cleaning Service for cleaning of the Visitor Center. Kass will instead handle cleaning duties.

Community Theater 2025 Schedule: Vaughn informed the board that the Community Theater will try to do three shows this year instead of the usual two. SMART has also launched a Valentines Day cookie fundraiser with the blessing of the former Baker PTA, which had previously run that fundraiser.

Having no further business to attend to at this time, President Varner declared the meeting adjourned. There was no objection. Meeting adjourned at 7:21pm.

The next SMART monthly meeting is scheduled for March 18, 2025 at 5:30pm at the Visitor Center

s\ Krista Nemtiz, President
s\ Vaughn Zenko Jr. Executive Director