SMART Board of Directors Meeting – Special Meeting – April 17th 2025

Board of Directors Special Meeting Minutes
April17, 2025

7:00 PM- SMART Building
Members Present: Krista Nemitz (President), Jodi Varner (Vice President), Stacey Teter
(Treasurer), Kendyl Polatas, Karol Zachmann

Members Absent: Shannon Johnson, Mindi Murnion

Staff Present: Kass Maierhofer-Davis (Interim Executive Director)

Staff Absent: Alyson Lineback (Executive Assistant)

Public Present: Rebecca Arnell, Kelly Graham

Meeting called to order at 7:06 PM by President Krista Nemitz

Approval of Previous Meeting Minutes: The minutes from the April 3, 2025,Special Meeting were
reviewed.

• MOTION (Stacey Teter): To approve the minutes as presented.
• SECOND: Karol Zachmann.
• VOTE: Three in favor, none opposed, Three absent. Minutes from the April 3, 2025 Special meeting
  are approved, as presented.

Public Comment: Rebecca Arnell, owner of Simply Chic Spa, presented the board with the question
of why the meeting agendas are not posted online. President Nemitz explained to Arnell that the
agendas are posted three places publicly- the Fallon County Visitor Center, the Courthouse, and the
Plevna Town Office Message Board. The Board will take into consideration placing the agendas online
as well. Arnell also commented that she would like to be notified if her business is on the agenda
to be discussed.

Kelly Graham, owner of Willow Day Spa, inquired about the status of her lease review. The board
told Graham that her lease would be up for review in June 2025. Graham then asked about the status
of the windows for the SMART building. The board stated that Vice President, Jodi Varner, would
be going to pick them up from the lumber yard. However, since she was currently absent from the
meeting at that time, the board could not give an update.

inancial Report:

A Statement of Activity Detail and Statement of Financial Position were presented by President
Krista Nemitz. Questions were reviewed regarding transitions on the activity detail. On page 3,
an item labeled as “insurance” should be categorized as retirement. Nemitz will verify this with
Executive
ssistant Alyson Lineback. Additionally there is an IRS tax payment showing under payroll. Nemitz
will

pull the invoice and check on this payment for clarification. The last clarifications made to the
Activity Detail was on the final page. The Commerce Bank statement will need to be printed so that
charges can be itemized. Adjustments will need to be made for the loan interest entries as some
will need to be
split into loan payments.

Moving on the budget – it was discussed that several subscriptions will be canceled including
Chatgpt, Citrix, and Wix. The board noted that the SMART computers need to be updated with Norton
and no longer have Microsoft subscriptions. Firespring is also charging us $165 monthly so we need
to double check our contract to see why. It was also highlighted that the executive committee has
discussed canceling the credit card and getting a debit card through the Bank of Baker.

Committee Reports and Decisions as Needed: No committee reports.

Director’s Report: Interim Executive Director Kass Maierhofer-Davis updated the board regarding
the
PAR being executed by SDI Architects+ Design. The next public meeting is scheduled for June 2nd at
5:30pm at the O’Fallon County Museum. A reminder was given that SDI meets with SMART staff the
first Monday of the month at 2pm via Zoom.

Maierhofer-Davis also reported that SMART had been awarded a $2,500 grant through the Red Ants
Pants Foundation for the marketing of the Plevna Jamboree. Additionally, the Red Ants Pants
Foundation reached out to ask SMART if they would host an “Ant” banner for their MontANTa
scavenger hunt. The board agreed that this was a positive and low stakes opportunity and
Maierhofer-Davis will orchestrate the set-up of the banner. Maierhofer-Davis then reported that
she has
been trying to get the log-in information for the Otto-Bremer grant. A grant report was due in
December and a report cannot be completed without the log-in information. SMART is also looking to
secure grants for the Fairgrounds, the Plevna School System, Baker High School, and several small
businesses in Baker.

Jodi Varner entered the meeting at 7:20pm. Old Business:
Simply Chic Project Update: Simply Chic owner, Rebecca Arnell, started the discussion stating that
the previously agreed upon $7,500 did not put into consideration the requirement of base molding
materials. Arnell presented the board with an estimate of $8,601for flooring, paint, plumbing,
plumbing permit, base molding, and miscellaneous sheetrock repair. This
does not include labor. Arnell then presented to the board that she will be paying $10,606.91 out
of pocket for the project. This includes labor, the door, and the doorway. Arnell asked the board
if they would consider paying an additional $1,101. President Nemitz stated that as we recently
reviewed the budget,SMART does not have any more funding to put towards the project. However,she
asked treasurer, Stacey Teter, her opinion te take a leek. Teter requested longer to look at the
budget.

A date was set for Arnell to move forward with the Simply Chic Project. The board agreed that by
May 5th the old SMART office area will be cleaned out and Badlands Wealth Management, Casey Hande,
can start getting moved to the back office. Arnell will begin making calls to move forward with the
project.

Lease Review: Owner of Simply Chic and tenant of SMART building, Rebecca Arnell, raised the
question to the board if SMART would be keeping or selling the building located at
125 Main St. The board stated that this was further down on the agenda and discussion would
be had at that time. They did clarify that there is a clause written into the lease stabilizing the
lease for three years in the event that the building is sold. Arnell asked if the sale of the

building clause could be extended from three years to five years. The board said that it could not
be at this time. It was then questioned if the lease would need to be reviewed again after the
changes were received back from Batterman Law Office. It was determined that it would not need to
be reviewed by the board a second time because all of the revisions were previously voted on and
approved. Once received back from Batterman’s the lease can be given to Rebecca Arnell.

Budget Amendment:Community Theater discussion was brief. President Nemitz noted that the board had
previously voted to separate from the Community Theater- so now we need to amend the budget.
However, due to numerous changes, it was seen fit by the board to wait until the next meeting to
make all of the changes at once.

During this discussion, questions arose about the Valentine’s Day Cookie fundraiser and the owner
of the fundraiser. It was brought to the attention of the board that the Valentine’s Day Fundraiser
was a fundraiser for the Community Theater. Due to this,the cookie purchase will need to come from
Community Theater funds. President Nemitz suggested that the community theater budget be amended
to $600. It was noted that there is still one one credit card statement to reconcile, so until that
is done discussion is tabled. No official motions were made.

SMART Building Profit/Loss:The board reviewed the Yearly Profit and Loss Statement ofthe Smart
Building- located at 125 Main St. The 2024 Profit/Loss is attached. Kelly Graham commented that
the service providing snow removal uses a skid steer to shovel the sidewalk, so she has been doing
it herself. She then suggested other individuals in town that may be an option for snow removal.
Graham then noted that she has shoveled would be willing to shovel the sidewalk herself,however a
skidsteer is needed to remove the snow from the birm between the street and the sidewalk.
Discussion was also had about the current cleaning and how it hasn’t been satisfactory. Discussed
different options,but nothing was determined.

Rebecca Arnell then posed the question to the board if there was still a loan on the building. It
was explained that there is not. Vice President, Jodi Varner, commented that the net income from
the building is not significant. SMART could sell the building and use the profit to renovate the
upper level of the Baker State Bank building. The general consensus of the board was that SMART is
not in the business of owning buildings, rather to generate business opportunities for individuals.
It was noted that the building would need to be appraised and sold as is. Questions arose
regarding the ability to sell a building if it is not “up to code”. It was determined that the
board would look into the process of a nonprofit selling a building.

Rebecca Arnell asked the board to extend her three year lease to a five year lease. It was
determined that the board would meet in one month with information regarding the process of
selling a building as a nonprofit. Tenants Hande and Straub along with present tenants Arnell and
Graham will be given adequate notice if the board comes to the decision to sell the building.

Additional Old Business: Jodi Varner updated the board regarding the status of the windows being
stored at the lumber yard. It was noted that a call was made to the lumber yard by Kelly Graham
the day prior and they were not there. Varner will be checking on the windows and updating the
board.

Interim Executive Director,Maierhofer-Davis, reminded the executive committee about the letter that
was sent to them regarding the ESports grant on March 26 for review. The

committee thought the letter had been sent already. The board approved to send the Jetter to
Baker High School ESports ASAP.

Treasurer, Stacey Teter, asked for an update regarding the Town Pump backpack grant.
Maierhofer-Davis reported that she looked through the files and found only receipts- no information
on reporting. Teter will speak with previous executive director, Vaughn Zenko, regarding the
reporting needed for the Town Pump grant.

New Business:

SMART Consultant Invoice: Interim Executive Director, Maierhofer-Davis, presented the board with
the Montana Nonprofit Association contract cancellation for the Rural Ambassador Program between
MNA, SMART, and Vaughn Zenko. It was also discussed that the executive committee met with Zenko and
clarified with him that he needs to clear all representation of SMART going forward with the
board. Additionally,he was given two weeks to remove all personal items from the upper level of the
Baker State Bank Building. Additionally
Maierhofer-Davis presented the board with the invoice that will be presented to MNA for the hours
that Zenko worked for MNA from January through April16. The board then discussed the invoice that
was presented by Vaughn Zenko to SMART for his consultation hours during the month of March. He
presented 9.63 hours with a previously agreed upon rate of $25 an hour. The total of the invoice
was $240.75.

• MOTION (Jodi Varner): To pay Vaughn Zenko the $240.75 for his March invoice.
• SECOND: Stacey Teter.
• VOTE: Three in favor,One opposed, Two absent. SMART will pay Vaughn Zenko $240.75 for his March
  Consultant invoice.

Resignation Letters: Kass Maierhofer-Davis emailed her letter of resignation to the board on April
lOth. Her last day as Interim Executive Director and Administrative Assistant will be April 24. It
was noted that due to the 24th of April being
Maierhofer-Davis’ last day- SMART will not be attending the Chamber’s Career Fair.

Additionally, Deborah Walraven Wenger submitted her letter of resignation for her board
membership to Maierhofer-Davis on April13. Her resignation is effective immediately.

Transition Plans: President Nemitz explained that the executive committee has
divided up tasks between board members to help with operations of SMART while waiting on a new
Executive Director to step in. The following board members will step up to assist with the
corresponding tasks: Alyson Lineback will continue her duties and while working her scheduled
hours, staff the visitor center on Fridays when she is available. She will possibly extend her
hours in the summer. lineback will also check the mail and write checks. Kendyl Polatas will work
on marketing for the Plevna Jamboree, updating the social media pages, and website. Krista Nemitz
and Jodi Varner will continue with the Movie Theater Project- starting with the continuation of the
PAR. Stacey Teter will ensure the finalization of the Community Foundation. Karol Zachmann will
create the Sharon Gookin plaque and the legacy plaque for the office along with coordinating an
event or presenting the award to her family. It was discussed that the Art Walk will be given over
to the Arts & Culture Council. The Arts &
Culture Council can bring their receipts to SMART for payment out of their account until they
are established as a 501c3. Jodi Varner will be responsible for scheduling and attending monthly
meetings with the commissioners. Krista Nemitz will complete the quarterly

Montana Main Street Reports. Stacey Teter will administer the Town Pump backpack program grant as
well as head up the Escape Room fundraiser. Jodi Varner will be the contact for the SMART building
windows.

Having received the resignation of the Interim Executive Director, Kass
Maierhofer-Davis will be removed from all SMART bank accounts. Specifically,the accounts at the
Bank of Baker and Grasslands Federal Credit Union listed below:

Bank of Baker:

•

Grasslands Federal Credit Union:

• Save the BSB Clock –
• Food Forest –

Additionally,the Board discussed combining the two CDs held at the Bank of Baker into one larger
CD. The signer’s on both CDs will need to be updated to remove Vaughn Zenko and Karol Zachman along
with adding the members of the Executive Committee, Krista Nemitz, Stacey Teter, and Jodi Varner.
Specifically, the Bank of Baker CD accounts as listed below:

Bank of Baker:

• CD-
• CD-

Krista Nemitz will speak with Junction 39 about cleaning out the stairwell and landing in the Baker
State Bank building. It was noted that Junction 39 has a key to the BSB building and they made an
arrangement with Vaughn Zenko to store their items in the stairwell of the building. Their rent
does not cover this extra storage space. It was agreed that their items will need to be moved out
of this space by May 20th. Jeff Varner, husband of vice president, Jodi Varner, will be
responsible for cranking the wall at the SMART building and changing the furnace filters every
three months. Krista Nemitz and Jodi Varner will be taking on the cleaning of the Visitor Center.
Meeting minutes will be taken by Jodi Varner. The office phone and email accounts will be handled
by Krista Nemitz. Additional action items that were noted included maintaining Nonprofit Status,
checking the bricks in the front of the Baker State
Bank Building, and the board will consider removing “SMART” from the front of the SMART
building.

Meeting Schedule: The board came to the general consensus that it would be in the best interest
to return to monthly meetings. It was noted that there are currently three board positions open.
Board member, Shannon Johnson, requested meetings be moved to Mondays if possible. The board
concluded that meetings would be held on the third Monday of the Month at 7:00pm. The next
meeting was set for Monday, May 19th at 7:00pm at the SMART Building.
The meeting moved into executive session at 9:15. All public present left the room.

The meeting exited executive session at 9:30. Public present returned to the room.

President Krista Nemitz entertained the motion to move forward with the personnel changes.

• MOTION (Kendyl Polatas): To accept the personnel changes presented during the executive session.
• SECOND: Jodi Varner.
• VOTE: Four in favor, none opposed,Two absent. Krista Nemitz has stepped down from her President
  position,putting previous Vice President,Jodi Varner,in the President role. Krista Nemitz will
  serve as the Executive Director.
• MOTION (Jodi Varner): To appoint Kendyl Polatas as the Vice President.
• SECOND: Stacey Teter.
• VOTE: Four in favor, none opposed, Two absent. Kendyl Polatas will serve as the Vice
  President.

President Nemitz entertained a motion to adjourn. Stacey Teter motioned to adjourn, seconded by
Kendyl Polatas All present in favor. Meeting adjourned at 9:33pm.

The next SMART meeting is scheduled for May 19,2025 at 7:00pm at the SMART Building.
Respectfully submitted:

s\ Jodi Varner – President

s\ Krista Nemitz – Executive Director