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Connecticut Humane Society Board of Directors Regular Meeting

August 19, 2014

A meeting of the Board of Directors of the Connecticut Humane Society (CHS) was held in Westport on Tuesday, August 19, 2014. The meeting was called to order by President Ellen Sharon at 12:19 p.m. PRESENT FROM THE CHS BOARD: Ellen Sharon, President, Gretchen Dale, Vice President, LuAnn Giunta, Vice President, Eric Lopkin, Margaret Ormond, Jo Ann Roberts, Jennifer Rubin and Christopher White. Not in attendance: Dr. Wilfredo Barriosnuevo, Dr. William Haines, Steve Parker and Leslie White. PRESENT FROM THE CHS STAFF: Gordon Willard, Executive Director, Barbara Naugle, Development Director, Theresa Geary, Director of Operations and Janice Marzano, Executive Assistant.

ORDER OF BUSINESS WAS AS FOLLOWS:

I. Consent Agenda A. Minutes of the July 15, 2014 Regular Meeting B. Financial Reports C. Metrics Report D. Executive Director’s Report

MOTION: To accept the items in the Consent Agenda; first by Margaret Ormond, second by Gretchen Dale, all voting in favor.

II. Committee Reports

Treasurer/Finance Committee: no report.

Governance Committee/LuAnn Giunta read the proposed addition to the “Board of Directors Committees” policy regarding adding/removing members. The board discussed the new additional language primarily about the meeting attendance clause in the third paragraph. LuAnn also reported that the Executive Director Appraisal Form has been completed and emailed to all the Board. She asked that all board members complete the evaluation before the next board meeting.

MOTION: To accept the new section entitled “Adding & Removing Members” in the Board of Director Committee policy, striking the third paragraph in its entirety; first by Jo Ann Roberts, second by Margaret Ormond, all voting in favor.

Development Committee/Jo Ann Roberts reported on the Committee’s meeting with Relationship Science. The Committee would like to investigate other providers before they are ready to make a final recommendation. The CT NonProfits Workshop on Capital Campaigns is on August 26th. Eric Lopkin reported on his trip to the Denver Dumb Friends League. He and Gordon toured three Denver facilities, spoke with DFL personnel and attended the League’s huge fundraising event that hosted approximately 550 guests and raised $800,000. Eric’s discussions with their development staff were extremely informative. The cornerstone of their development program is planned giving. They have made the strategic switch from gloomy and sorrowful solicitations to post-adoption, “happy ending” stories. He also observed the hub-and-spoke model used by DFL. Theresa Geary confirmed this is the same model used at CT Humane. Both DFL and the Society use shared staffing approach as well, such as training veterinary technicians to be able to work in all shelter locations. Gordon noted that this was an example of the larger centralized medicine model that the Society is gearing up for the future. Eric also observed the level of cooperation between DFL and the local animal control facilities.

Legislative Committee/Gretchen Dale said there was no legislative news but expects the new session to be a busy one.

Friends of Westport/Jennifer Rubin: no report.

Compensation Committee/Chris White: Chris reported on the kickoff meeting. The committee is addressing our compensation program. An RFP has been created for the proposed research project and will go out to 3 or 4 companies. Analysis assistance also may be sought from Quinnipiac and/or the University of Connecticut. The anticipated time frame for completion is 8 weeks. The Committee expects that the results will fulfill the Society’s needs for at least the next five years.


MOTION: To authorize the Committee to negotiate the proposed task at an amount not to exceed $30,000 for a completed Compensation Study Analysis and that any amounts above $30,000 will need board approval; first by Gretchen Dale, second by Margaret Ormond, all voting in favor.

III. Old Business

Market Research Project Update: Ellen reported that the committee has selected the firm of IPSOS to conduct the research project; the contract has been signed and the first meeting will take place immediately following the board meeting. The timetable for completion is late October 2014.

IV. New Business

Board Motions Summary/Ellen Sharon: Ellen noted that a document has been prepared by the Society’s Executive Assistant that is a chronological record of all board motions from 2010 to the present time. This will become a permanent addition to the Board Manuals.

Operations & Stamford Update/Theresa Geary: Theresa noted that she attended the Stamford Public Hearing where 90 people attended and more than half of them signed up to speak in the open forum format. She offered her observations on the current situation in Stamford with the open director position, return of volunteers and the “no kill” debate. She continues to act as a helpful resource.

Barbara Naugle: Barbara gave the board a presentation on the four phases of a Capital Campaign. After describing the campaign steps, she noted that the true goal is to establish relationships.

MOTION: To adjourn the meeting at 2:01 p.m.; first by JoAnn Roberts, second by Gretchen Dale, all voting in favor.

Respectfully submitted:

Janice Marzano, Recording Secretary


Connecticut Humane Society

Board of Directors Regular Meeting September 16, 2014

A meeting of the Board of Directors of the Connecticut Humane Society (CHS) was held in Newington on Tuesday, September 16, 2014. The meeting was called to order by President Ellen Sharon at 12:02 p.m. PRESENT FROM THE CHS BOARD: Ellen Sharon, President, LuAnn Giunta, Vice President, Dr. William Haines, Secretary, Leslie White, Treasurer, Dr. Wilfredo Barriosnuevo, Margaret Ormond, Steve Parker (via conference call), Jo Ann Roberts, Jennifer Rubin and Christopher White. Not in attendance: Gretchen Dale and Eric Lopkin. PRESENT FROM THE CHS STAFF: Gordon Willard, Executive Director, Ray Gasecki, Chief Financial Officer, Barbara Naugle, Development Director, Theresa Geary, Director of Operations and Janice Marzano, Executive Assistant.


II. Consent Agenda E. Minutes of the August 19, 2014 Regular Meeting F. Financial Reports G. Metrics Report H. Executive Director’s Report

MOTION: To accept the items in the Consent Agenda; first by Chris White, second by Jo Ann Roberts, all voting in favor.


Treasurer/Finance Committee/Leslie White: Leslie noted that the portfolio account is up 5.3% and that the quarterly Finance Committee meeting will be a conference call on October 28th at 11 a.m. All directors are invited to participate in the conference call.

Governance Committee/LuAnn Giunta reported that the Executive Director appraisal is about to be finalized pending the last submissions.

Development Committee/Jo Ann Roberts reported on the status of the Society’s upcoming Gala on November 1st and that 57 tickets have been sold. Discounted tickets have been offered to volunteers and customized postcards mailed in all districts. Jo Ann also noted that she attended a Capital Campaign Workshop with Barbara and Gordon and that a copy of the presentation was included in board member packets. The workshop was very informative and she recommends it. The board discussed the concept of giving, the need to develop a Case Study, the meaning of compassionate leadership and campaign timelines. Barbara Naugle initiated an online meeting and demonstration with Relationship Science (RelSci). The presentation demonstrated the concept of relationship mapping and the effectiveness of social connectivity. The software is a timesaving tool for making connections and would supplement the research that Barbara is already doing. The Committee spoke with another provider, but felt that RelSci was more skilled. MOTION: To authorize the Development Committee to utilize Relationship Science for information mapping; first by Jo Ann Roberts, second by Ellen Sharon, one vote opposed and no abstentions.

Legislative Committee/Chris White reported that the Committee met for a planning meeting at the end of August in anticipation of the new session beginning January 2015. Chris noted several items that were proposed: a legislative questionnaire developed by Sullivan and LeShane as well as a letter to all new legislators inviting them to a breakfast, photographs of legislators with their pets to be displayed at the Capitol, a Valentine event that would honor a legislator, and a Vaccine Clinic, won at last year’s event, to be held in Westport on October 25th. Newington’s representative, Sandy Nafis is retiring, so the Committee is planning to invite her successor to the shelter for an introductory tour. Gordon noted that CHS will start working with Sullivan and LeShane on actual initiatives for the upcoming session.


Friends of Westport/Jennifer Rubin: the members of this committee are working on obtaining support for the Gala. Jennifer will be speaking with a classroom of young schoolchildren in her area during “Be Kind To Animals Week”.

Compensation Committee/Chris White: Chris said that the RFP has been sent out. IV. Old Business

Market Research Project Update: Ellen reported that the committee has had their first meetings with IPSOS and she believes that the firm understands the Society’s needs. IPSOS feels that CHS is already positioned well at the start of this project.

Timeline for Strategic Change/Gordon Willard: Gordon reviewed the board’s development of a Strategic Plan that started in 2010 using a step-by-step timeline up to the current date. From here, the next steps are blank and will be decided by the board as they consider the changing face of animal welfare, the public’s perception of animal rescue and adoption and marketplace dynamics that no longer are dominated by a pet overpopulation problem. The board discussed the uniqueness of Fairfield County, the Society website, collaboration with smaller rescue groups and changing animal trends.

IV. New Business

Medical Presentation/Dr. Kathleen Riley: Dr. Riley spoke to the board about the current status of the medical department that included updating the Standard Operating Procedures Manual, medical protocols, routine and non-routine medical testing and care, the Society’s approach to post-adoption problems and other decision-making issues, especially the need for standard protocols in all districts. She also spoke about working more closely with CT Animal Control organizations and the promise of Animal Welfare University as an educational resource not only for ACOs but also for Society staff.

Margaret Ormond addressed the board and offered her resignation due to personal considerations. Members of the board thanked Margaret for her years of service as a volunteer and member of the Board of Directors.

MOTION: To adjourn the meeting at 2:20 p.m.; first by Jo Ann Roberts, second by LuAnn Giunta, all voting in favor.


William Haines, Secretary



October 21, 2014

A meeting of the Board of Directors of the Connecticut Humane Society (CHS) was held in Newington on Tuesday, October 21, 2014. The meeting was called to order by President Ellen Sharon at 12:14 p.m. PRESENT FROM THE CHS BOARD: Ellen Sharon, President, Gretchen Dale, Vice President, LuAnn Giunta, Vice President, Dr. William Haines, Secretary, Leslie White, Treasurer, Dr. Wilfredo Barriosnuevo, Eric Lopkin, Steve Parker, Jo Ann Roberts, Jennifer Rubin (via conference call) and Christopher White. PRESENT FROM THE CHS STAFF: Gordon Willard, Executive Director, Ray Gasecki, Chief Financial Officer, Barbara Naugle, Development Director, Theresa Geary, Director of Operations and Janice Marzano, Executive Assistant.


III. Consent Agenda I. Minutes of the September 16, 2014 Regular Meeting J. Financial Reports K. Metrics Report L. Executive Director’s Report

MOTION: To accept the items in the Consent Agenda; first by Chris White, second by LuAnn Giunta, all voting in favor.


Treasurer/Finance Committee/Leslie White: Leslie noted that preceding this meeting, members of the board were given an endowment update by the Society’s independent administrator. The board is evaluating companies for this service. The quarterly Finance Committee meeting conference call is scheduled for October 28th at 11 a.m. All directors are invited to participate in the conference call.

Governance Committee/LuAnn Giunta noted that a firm she is familiar with is also skilled in board training and recruitment and has given this information to the Society’s HR Director.

Development Committee/Jo Ann Roberts reported that tickets for the upcoming Gala on November 1st are selling well and asked that all board members attend the event. She also appealed to the board to consider lending their time to sit on the Development Committee. This committee is actively seeking expertise both inside and outside the board.

Legislative Committee/Gretchen reported that the committee has had its first meeting of the season to prepare for the upcoming session and is preparing a post-election letter. She also spoke about the proposed Award for Public Service and its criteria. MOTION: To establish the Connecticut Humane Society Leadership in Public Service Award; first by Eric Lopkin, second by Leslie White, all voting in favor. Chris White nominated the first recipient of the Public Service Award to be Sandy Nafis, State Representative, from Newington, who is retiring after many years of service. MOTION: To award the Connecticut Humane Society Leadership in Public Service Award to Sandy Nafis; first by Gretchen Dale, second by Steve Parker, all in favor with one abstention.

Friends of Westport/Jennifer Rubin noted that there are two upcoming events in the Westport area.

Compensation Committee/Chris White: Chris said that the Society has received bids from 2 of the 3 firms being considered for this task.

V. Old Business

Market Research Project Update: Ellen reported on the status of the Project. IV. New Business


Staffing for the Future/Theresa Geary gave the board a synopsis of current and planned staff hiring. The efforts being made are to invest in Society staff, create succession planning and cultivate future managers. She noted that Dr. Kathleen Riley, Shelter Medical Director, is now supervising all of the veterinarians in both the shelters and Fox Clinic. She believes that this change will be beneficial to the continuing efforts in creating organizational consistency being reflected both philosophically as well as in daily practice. It will also work towards tearing down the dividers between the shelter and Fox and among the shelters themselves, as well as creating a more cross functional medical team.

V. Executive Session

MOTION: To move into Executive Session at 1:05 p.m.; first by Dr. Haines, second by Gretchen Dale, all voting in favor. MOTION: To exit Executive Session and adjourn the meeting at 1:48 p.m.; first by Chris White, second by Dr. Haines, all voting in favor Respectfully submitted:




November 18, 2014

A meeting of the Board of Directors of the Connecticut Humane Society (CHS) was held in Newington on Tuesday, November 18, 2014. The meeting was called to order by President Ellen Sharon at 12:05 p.m. PRESENT FROM THE CHS BOARD: Ellen Sharon, President, Gretchen Dale, Vice President, LuAnn Giunta, Vice President, Dr. William Haines, Secretary, Leslie White, Treasurer, Dr. Wilfredo Barriosnuevo, Eric Lopkin, Jo Ann Roberts and Jennifer Rubin. Absent: Steve Parker and Christopher White. PRESENT FROM THE CHS STAFF: Gordon Willard, Executive Director, Ray Gasecki, Chief Financial Officer, Barbara Naugle, Development Director, Theresa Geary, Director of Operations and Janice Marzano, Executive Assistant.


IV. Consent Agenda M. Minutes of the October 21, 2014 Regular Meeting N. Financial Reports O. Metrics Report P. Executive Director’s Report

The Board discussed some of the details regarding recent staff changes and the anticipated effects on the Society followed by a discussion of animal transports and scheduling.

MOTION: To accept the items in the Consent Agenda; first by LuAnn Giunta, second by Eric Lopkin, all voting in favor.


Treasurer/Finance Committee/Leslie White: Leslie noted that the endowment continues to do well. Following this board meeting, she and committee will meet with another 401(k) consultant.

Governance Committee/no report.

Development Committee/Jo Ann Roberts and Barbara Naugle reported that the recent Gala raised over $40K, which is up $26K from the previous year. Barbara believes that this year’s Gala encouraged many beneficial outcomes for the Society including increased public and board member attendance, positive participant feedback and a 100% sale of all auction items.

Legislative Committee/Gretchen reported that the Task Force studying the standards of care in Municipal Pounds held a meeting recently. Mike Johnson attended the meeting and reported their current recommendations such as an Animal Abuse Registry.

Friends of Westport/Jennifer Rubin reported on two successful fund-raising events in the Westport area along with attendance at a major dog parade event and a presentation to a local elementary school.

Compensation Committee/Ellen noted that the committee has selected a firm to conduct the study. VI. Old Business

Out and About: Board Members at Events/Ellen thanked the board members for their support at Society events. She read a letter of commendation from the Town of West Hartford praising the Society’s staff for their expertise and support with the recent hoarder situation.

IV. New Business

Annual Board Member Donations/Ellen reminded the board of this agenda item.

Fox Clinic/Open Discussion: Gordon distributed materials to the board that documented the Clinic’s early implementation and goals. He outlined some of the most important points in the documents and it was noted that the accurate terminology would not be “low cost”, but “low fee.” Along with input from Theresa Geary, the board discussed the concepts of reduced cost, fee structure, clients in severe financial need, the shelter surrender scenario and competition with private pet hospitals. The


Catastrophic Fund and its administration were outlined by Theresa. Leslie White observed that there is a strong need for the board to have a clear plan in place well in advance of future funding. Gordon believes that the issue must be resolved regarding the disconnect between what the Clinic is now and the intent of its future model. Theresa also outlined other considerations such as the collection of fees upfront, pricing and avoiding the pitfalls that plague human hospitals.

MOTION: To adjourn the meeting at 1:39 p.m.; first by JoAnn Roberts, second by Leslie White, all voting in favor Respectfully submitted:




December 16, 2014

A meeting of the Board of Directors of the Connecticut Humane Society (CHS) was held in Newington on Tuesday, December 16, 2014. The meeting was called to order by President Ellen Sharon at 12:05 p.m. PRESENT FROM THE CHS BOARD: Ellen Sharon, President, Gretchen Dale, Vice President, LuAnn Giunta, Vice President, Dr. William Haines, Secretary, Leslie White, Treasurer, Dr. Wilfredo Barriosnuevo, Eric Lopkin, Steve Parker and Christopher White. Absent: Jo Ann Roberts and Jennifer Rubin. PRESENT FROM THE CHS STAFF: Gordon Willard, Executive Director, Ray Gasecki, Chief Financial Officer, Barbara Naugle, Development Director, Theresa Geary, Director of Operations and Janice Marzano, Executive Assistant.


V. Consent Agenda Q. Minutes of the November 18, 2014 Regular Meeting R. Financial Reports S. Metrics Report T. Executive Director’s Report

MOTION: To accept the items in the Consent Agenda; first by Chris White, second by Leslie White, all voting in favor.


Treasurer/Finance Committee/Leslie White noted that the 2015 Operating Budget was created by the Finance Committee and senior management. She feels that it represents significant fiscal changes for the coming year and cautioned that the Society has already seen a relatively lengthy five years of endowment stability. The Capital Budget was also originated by the Finance Committee and senior management and Leslie noted that it reflects basic improvements and reasonable items. A discussion followed regarding the guidelines of Charity Navigator. Ray commented that the industry standard for Administration and Fund Raising costs is less than 25% and that the Society is well below that rate.

MOTION: To approve the 2015 Operating Budget and the Capital Budget as presented; first by Eric Lopkin, second by LuAnn Giunta, all voting in favor.

Leslie informed the Board that the Finance Committee would like to hire Fiduciary Investment Advisors (FIA) to conduct an independent review of the Society’s 401(k) Plan.

MOTION: To allocate $5000 to FIA for independent review of the Society’s 401(k) Plan; first by Ellen Sharon, second by Eric Lopkin, all voting in favor.

MOTION: To approve funding of the Society’s 401(k) Plan without changes; first by Eric Lopkin, second by Chris White, all voting in favor.

Leslie noted that the quarterly meeting/conference call of the Finance Committee will probably be rescheduled from the original date of January 16, 2015.

Governance Committee/no report.

Development Committee/Barbara Naugle reported that three weeks short of year end, the Society has already matched its 2013 numbers, so the expectation is for a very good 2014 result.

Legislative Committee/Gretchen noted that the Legislative Breakfast is Wednesday, December 17th in Newington and that another one will take place on January 6th when both the mayor of Newington and the newest State Representative are expected to attend.

Friends of Westport/no report.

Compensation Committee/Chris White noted that this topic was fully covered in the Executive Director’s Report this month.

VII. Old Business

none


IV. New Business

Gordon noted that some significant donations of pet food to the Society are expected from Salmon Brook Veterinary Hospital. He also read a letter accompanying a donation from U.S. Senator Richard Blumenthal.

Staff Presentations: Gordon introduced staff members to discuss topics with the Board in order to better understand the changes that have taken place in 2014 and what is planned for 2015. Theresa Geary gave an Operations Update that included Fox Clinic changes and expansion, the status of the Call Center, focus of Animal Control, shelter numbers and some animal success stories. Dr. Kathleen Riley spoke about Medical Issues: status of Waterford veterinary services, ACO partnerships as well as partnerships with other entities such as Angell Medical Center and Veterinary Specialists of Connecticut. She also updated the board regarding new staff, vaccine clinics, new equipment and corporate partnerships with Boehringer Ingelheim. Ray Gasecki outlined some of the changes in technology such as server upgrades, security upgrades, a switch to cloud file backup system and the new VoiP telephone system. Barbara Naugle spoke about changing approaches to appeals, managing donors, increasing activities in Fairfield County, planned giving and events. Gordon Willard discussed Humane Society University: its implications, opportunities and potential problems.

MOTION: To adjourn the meeting at 2:06 p.m.; first by Steve Parker, second by Dr. William Haines, all voting in favor Respectfully submitted:



Connecticut Humane Society

Board of Directors Annual Meeting January 20, 2015

The Annual Meeting of the Board of Directors of the Connecticut Humane Society (CHS) was held at

Newington headquarters on Tuesday, January 20, 2015. The meeting was called to order by President

Ellen Sharon at 12:09 pm.

PRESENT FROM THE CHS BOARD: Ellen Sharon, President, Gretchen Dale, Vice President, LuAnn Giunta,

Vice President, Leslie White, Treasurer, Dr. William Haines, Secretary, Dr. Wilfredo Barriosnuevo, Eric Lopkin,

Steve Parker, and Christopher White. Absent: Jo Ann Roberts and Jennifer Rubin.

PRESENT FROM THE CHS STAFF: Gordon Willard, Executive Director, Theresa Geary, Operations Director,

Raymond Gasecki, CFO, Barbara Naugle, Development Director and Janice Marzano, Executive Assistant. ORDER OF BUSINESS WAS AS FOLLOWS:

I. Minutes of January 2014 Annual Meeting

MOTION: To waive reading of and accept the CHS 2014 Annual Meeting minutes; first by LuAnn Giunta,

second by Eric Lopkin, all voting in favor.

II. Old Business: none.

III. New Business:

A. Nomination and Election of Officers: Governance Committee. LuAnn Giunta for the Governance

Committee read the slate of 2015 Officers: Ellen Sharon, President; LuAnn Giunta, Vice President;

Gretchen Dale, Vice President; Leslie White, Treasurer and Dr. William Haines, Secretary. LuAnn asked

for nominations from the floor and no further nominations were made.

MOTION: To accept the slate of Officers for 2015 as presented, first by Christopher White, second by

Eric Lopkin, all in favor.

B. Committee Membership Appointments for 2015: Governance Committee: LuAnn Giunta, Chair,

Gretchen Dale and Ellen Sharon (Ex Officio); Finance Committee: Leslie White, Chair, JoAnn Roberts and

Ellen Sharon (Ex Officio); Development Committee: JoAnn Roberts, Chair, Eric Lopkin and Ellen Sharon

(Ex Officio); Legislative Committee (Ad Hoc): Gretchen Dale, Chair, Chris White, Claire Burchill (non-

Board member), Peter Cable (non-Board member) and Ellen Sharon (Ex Officio); Friends of Westport

Committee (Ad Hoc): Jennifer Rubin, Chair, LuAnn Giunta, Maria Antonini (non-Board member), Keri

Kelleher (non-Board member) and Ellen Sharon (Ex Officio). LuAnn called for additions or changes from

the floor and there were none.

MOTION: To accept the Committee Members as proposed for 2015, first by Christopher White, second by

Leslie White, all in favor.

C. Appointment of Auditors for 2015: Finance Committee: the accounting firm of Blum Shapiro was

proposed to continue as the Society’s auditor for 2015.

MOTION: To accept the appointment of Blum Shapiro as the Auditor for 2015, first by Eric Lopkin,

second by Gretchen Dale, all in favor.

D. Calendar of Board Meetings for 2015 were presented to the board. Special dates were noted such as

Founders Day and Strategic Retreat.

MOTION: To adopt the proposed 2015 Board Meeting Calendar as presented, first by William Haines,

second by Leslie White, all in favor.

MOTION: To adjourn the meeting at 12:14 pm; first by LuAnn Giunta, second by Eric Lopkin, all voting in favor.



William Haines

Secretary



January 20, 2015

A meeting of the Board of Directors of the Connecticut Humane Society (CHS) was held in Newington on Tuesday, January 20, 2015. The meeting was called to order by President Ellen Sharon at 12:15 p.m. PRESENT FROM THE CHS BOARD: Ellen Sharon, President, Gretchen Dale, Vice President, LuAnn Giunta, Vice President, Leslie White, Treasurer, Dr. William Haines, Secretary, Dr. Wilfredo Barriosnuevo, Eric Lopkin, Steve Parker, and Christopher White. Absent: Jennifer Rubin and Jo Ann Roberts. PRESENT FROM THE CHS STAFF: Gordon Willard, Executive Director, Raymond Gasecki, CFO, Theresa Geary, Director of Operations, Barbara Naugle, Development Director and Janice Marzano, Executive Assistant.


VI. Consent Agenda U. Minutes of the December 16, 2014 Regular Meeting V. Financial Reports W. Metrics and Operating Statistics Reports X. Executive Director’s Report

Ellen noted that changes have been made to the format of the Metrics Report for this month and going forward. MOTION: To accept the items in the Consent Agenda; first by Eric Lopkin, second by Leslie White, all voting in favor.


Treasurer/Finance Committee: Leslie White reported on the current balance of the endowment fund, and noted that at the recent Finance Committee conference call with the portfolio managers, they had beaten benchmarks for the 1, 5 and 10 year marks. The managers are scheduled for an in-person presentation at the May 2015 board meeting. The 401k administrative management issues are still in progress.

Governance Committee/LuAnn Giunta reminded board members to complete new Conflict of Interest forms for 2015.

Development Committee/no report; Barbara Naugle will give a presentation later in the meeting.

Legislative Committee/Gretchen Dale reminded the group that the Legislative Breakfast is scheduled for February 11, 2015 at the Capitol during which time Sandy Nafis will be recognized for her service. On January 6, 2015, the committee met with Mike Freda and some Task Force members and they had a good discussion and exchange of information. Both Gretchen and Gordon feel that progress is being made as these efforts become more collaborative.

Friends of Westport Committee/no report.

Compensation Committee/Chris White: a meeting after the board meeting today will indicate current status of the committee and will also discuss a change to the 401(k) regarding employee loans.

III. Old Business none

IV. New Business

Development Report: Barb reported on 2014 Year End with respect to items such as individual giving, areas of growth, changes, successes, grouping of donors and potential new donors. She concluded her presentation with her strong belief that face to face meetings with donors and prospective friends will have the most potential for success.

Operations/Medical Report: Theresa Geary presented information regarding 2014 shelter animal flow and breakdowns including: total numbers, ACO animals, transports, owner surrenders and adoptions. She outlined the major goals for 2015 as: greater utilization of Cornerstone software (to


enable Fox to retrieve more data for analysis), increase transports and keep weekends busy. Steve Parker inquired about animal surrender information and LuAnn noted the recent instances of euthanasia on the West Coast for Chihuahua breed.

Animal Welfare University/Task Force: Gordon distributed Connecticut Department of Agriculture “Seventeen Year Report” which shows dog model numbers decrease. There are also numbers about transported animals. He also discussed Asilomar Accords, a method of arriving at logical, similar and comparable numbers and statistics and the opportunity to engage the Task Force with this reporting method. He then distributed a document “Scope/Concept of Animal Welfare University” that was originated a while ago but still timely. Gordon believes that the Society has the opportunity to build protocols and programs to redirect into small communities and these would, in turn, provide resources and help them increase their volunteer base.

MOTION: To adjourn the meeting at 1:40 p.m.; first by Dr. Haines, second by LuAnn Giunta, all voting in favor.





March 17, 2015

A meeting of the Board of Directors of the Connecticut Humane Society (CHS) was held in Newington on Tuesday, March 17, 2015. The meeting was called to order by President Ellen Sharon at 12:10 p.m. PRESENT FROM THE CHS BOARD: Ellen Sharon, President, Gretchen Dale, Vice President, LuAnn Giunta, Vice President, Leslie White, Treasurer, Dr. William Haines, Secretary, Dr. Wilfredo Barriosnuevo, Eric Lopkin, Steve Parker, Jennifer Rubin (by phone), Jo Ann Roberts, Peter Spano (honorary director) and Christopher White. Absent: none. PRESENT FROM THE CHS STAFF: Gordon Willard, Executive Director, Raymond Gasecki, CFO, Theresa Geary, Director of Operations, Barbara Naugle, Development Director and Janice Marzano, Executive Assistant.


VII. Consent Agenda Y. Minutes of the January 20, 2015 Regular Meeting Z. Financial Reports AA. Metrics Reports BB. Executive Director’s Report

Leslie observed that animal number increase was a very positive indicator. MOTION: To accept the items in the Consent Agenda; first by Leslie White, second by Chris White, all voting in favor.


Treasurer/Finance Committee: Leslie White reported that the Finance Committee met with a consultant group from Fiduciary Investment Advisors (FIA) whose diagnostic review and plan assessment of the Society’s 401(k) Plan was quite positive. They offered some helpful advice including suggestions for the Plan. The Finance Committee is meeting directly after the board meeting to discuss these suggestions and potential actions.

Governance Committee/LuAnn Giunta introduced the topic of adding a new board member, Peter Cable. His resume was distributed and followed by a discussion of board strategy for the up to 4 remaining board slots. Ellen also reminded those who had not yet completed their 2015 Conflict of Interest forms to do so as soon as possible.

MOTION: That Peter Cable join the CHS Board of Directors as the 12th member; first by Gretchen Dale, second by Chris White, all voting in favor.

Development Committee/Jo Roberts informed the board that there are four nominees proposed for addition to the current Development Committee: Linda Panikowski, Meda Talley, Lori Snow and David Decelles.

MOTION: To elect the full slate of four individuals as previously named to serve on the Development Committee; first by JoAnn Roberts, second by Eric Lopkin, all voting in favor.

Legislative Committee/Gretchen Dale reviewed the current list of animal-related bills pending in the legislature or in committee and the board discussed their approach. Some of the proposed bills are on watch list. Gordon and Gretchen will attend Environment Committee Meeting on Friday, March 20th where Gordon will testify as discussed. Gretchen noted that the February Legislative Breakfast at the Capitol was well attended and has resulted in tours of the facility. The recognition of Sandy Nafis was very positive.


Compensation Committee/Chris White: a meeting was held just before the board meeting and the results of that discussion will be presented to the Finance Committee for consideration. The outstanding issue of adding a provision to the Society’s 401(k) Plan was briefly discussed noting that the current plan only allows hardship withdrawals.


MOTION: To add loan provision to the Society’s 401(k) Plan whereby loans must be a minimum of one thousand ($1,000) dollars and must be repaid prior to any additional loan requests; first by Leslie White, second by Chris White, all voting in favor.

Ellen thanked all the committee members and chairs for their many efforts.

V. Old Business Ellen updated the Board on upcoming events of Faux Fur Ball on March 21st, Founders Day on April 24th and a planned Strategic Retreat on May 2nd, time and location to be determined. Ellen reviewed the draft program for Founders Day and encouraged all board members to attend and return RSVP. She also noted that if any members want to take part in the program, they are most welcome to do so.

VI. New Business

Development Report: Barb reported on current statistics of Faux Fur Ball, and distributed reports on Bequest Activity. She remarked that 2014 was best year to date and opened the floor to questions.

Fox Operations: Theresa Geary distributed information regarding 2014 Fox Clinic statistics along with February 2015. She noted that data is now being tracked that will assist the Society as they work to shape Fox’s direction. She noted that some obstacles have been removed for clients and her hope is that all the changes will cause a cultural shift even more in favor of animals and owners with limited resources. Focus will be on preventive care and discussions are also taking place regarding clinic days of operation and hours. Other discussion items are potential in house survey of clients and transportation possibilities. Input indicates that the direction of calls to the Call Center enables front desk to be more engaged with clients.

Plan of Action: Gordon distributed information from archival files that underscored the timelessness of animal welfare issues and concerns. He summarized the material as a preparation in advance of future board discussions regarding the results of the recent Market Survey and a Strategic Session. He believes that the public will always have the highest expectations of the Society.

2015 Branding Campaign: Alicia Wright, Public Relations described this year’s plans for media exposure and dollar expenditures.

MOTION: To adjourn the meeting at 1:30 p.m.; first by Chris White, second by JoAnn Roberts, all voting in favor.





April 21, 2015

A meeting of the Board of Directors of the Connecticut Humane Society (CHS) was held in Newington on Tuesday, April 21, 2015. The meeting was called to order by President Ellen Sharon at 12:10 p.m. PRESENT FROM THE CHS BOARD: Ellen Sharon, President, Gretchen Dale, Vice President, LuAnn Giunta, Vice President, Leslie White, Treasurer, Dr. William Haines, Secretary, Dr. Wilfredo Barriosnuevo, Peter Cable, Eric Lopkin, Steve Parker and Christopher White. Absent: Jo Ann Roberts, Jennifer Rubin. PRESENT FROM THE CHS STAFF: Gordon Willard, Executive Director, Raymond Gasecki, CFO, Theresa Geary, Director of Operations, Barbara Naugle, Development Director, Jennifer Adams, HR Director, Dr. Kathleen Riley, Chief Veterinarian and Janice Marzano, Executive Assistant. GUESTS: Alisha Brown and Michelle Watson, both representing IPSOS and Kate Busch Gervais.


VIII. Consent Agenda CC. Minutes of the March 17, 2015 Regular Meeting DD. Financial Reports EE. Metrics Reports FF. Executive Director’s Report

MOTION: To accept the items in the Consent Agenda; first by Leslie White, second by Chris White, all voting in favor.


Treasurer/Finance Committee: Leslie White reported that the Finance Committee has met and discussed changes to the Society’s 401(k) Plan. The recommendations were discussed by the board and Gretchen Dale inquired if these changes will be integrated with the current efforts being made by the Compensation Committee and benefit review and it was determined that all these measures are all being considered jointly. MOTION: To amend the Society’s 401(k) Plan as follows: 1) Hire Empower Retirement as the administrator/employee interface; 2) Add target date funds to the plan options and keep all existing retirement options; 3) reduce the minimum employee age for employer contributions (match and discretionary) to 18 years; 4) Match 100% of up to 6% of employee contributions immediately and eliminate years of service requirement; 5) Change discretionary contributions to year-end payout effective beginning 2016; first by Leslie White, second by Eric Lopkin, all voting in favor.

Governance Committee/LuAnn Giunta introduced Peter Cable, the newest Board Member to the group and welcomed him to the Board of Directors.

Legislative Committee/no report.

Development Committee/Barbara Naugle reported that all numbers are positive and up.


Compensation Committee/no report.

VII. Old Business none

VIII. New Business

Board Hiatus Request: Jennifer Rubin has requested a hiatus until October 2015 and the Board consented.

Plan Requirement: a Wrap Around Plan Document is an ERISA requirement and one has been constructed.

MOTION: To accept Wrap Around Plan Document; first by Ellen Sharon, second by Peter Cable, all voting in favor.


Resolutions Regarding CFO Change: documents requiring board signatures have been prepared to authorize the change in Chief Financial Officer for the Society as well as for the purposes of banking signatures.

MOTION: To approve the signing of board resolutions reflecting the new Chief Financial Officer, Carla Francalangia, as of May 4, 2015, first by Ellen Sharon, second by LuAnn Giunta, all voting in favor.

IPSOS Presentation: The two representatives from IPSOS gave a presentation illustrating the findings of the Marketing Survey as administered by their company.

MOTION: To adjourn the meeting at 2:00 p.m.; first by Dr. Bill Haines, second by Leslie White, all voting in favor.





May 19, 2015

A meeting of the Board of Directors of the Connecticut Humane Society (CHS) was held in Newington on Tuesday, May 19, 2015. The meeting was called to order by President Ellen Sharon at 12:20 p.m. PRESENT FROM THE CHS BOARD: Ellen Sharon, President, LuAnn Giunta, Vice President, Leslie White, Treasurer, Dr. William Haines, Secretary, Peter Cable, Eric Lopkin and Steve Parker. Absent: Dr. Wilfredo Barriosnuevo, Gretchen Dale, Jo Ann Roberts, Jennifer Rubin and Christopher White. PRESENT FROM THE CHS STAFF: Gordon Willard, Executive Director, Carla Francalangia, CFO, Theresa Geary, Director of Operations, Barbara Naugle, Development Director, Jennifer Adams, HR Director and Janice Marzano, Executive Assistant.

REPRESENTATIVES FROM U.S. TRUST BANK OF AMERICA CORPORATION: Scott Davis, Senior Equity Portfolio Manager, Alan Erickson, Senior Fixed Income Portfolio Manager, Peter Weston, Senior Philanthropic Relationship Manager, Timothy Nash, Managing Director, Senior Portfolio Strategist.

Leslie White introduced the portfolio team to the group and Peter Weston began the presentation by thanking the Society for their business. The panel gave an overview of their earlier presentation given at the Finance Committee Meeting and answered questions from the board members. Scott Davis explained his philosophy and the view that the CHS portfolio is run as a “core” portfolio; he noted that the managers are always vigilant with respect to risk. The current positioning of the portfolio is at 62% equities, 35% fixed income and 3% cash, and no changes are anticipated at this time. It was noted that the Society has held down its spending rate well which is the sign of well-managed non-profit organization. The quarterly overview presentation concluded with the departure of the portfolio management team at 12:15 p.m.


IX. Consent Agenda GG. Minutes of the April 21, 2015 Regular Meeting HH. Financial Reports II. Metrics Reports JJ. Executive Director’s Report

MOTION: To accept the items in the Consent Agenda; first by LuAnn Giunta, second by Leslie White, all voting in favor.


Treasurer/Finance Committee: Leslie White noted that the investment team covered all the items for consideration.

Governance Committee/LuAnn Giunta noted that there were no items for this month.

Legislative Committee/Gordon Willard reported in the absence of Gretchen Dale and informed the board of upcoming bills and proposals.

Development Committee/Barbara Naugle reminded the group of the upcoming Pet Fair in June, the current Pet Life was distributed.

Compensation Committee/Jennifer Adams reported in the absence of Chris White that the consultant research and review phases have concluded. The company, Northeast Employers Association, created job grades, job bands, salary ranges and completed a benefits review. The committee made several recommendations: Step 1, on June 1, 2015 - increase the animal care/adoption salaries by half of the difference between current salary and the minimum of the grade. Step 2, on October 1, 2015 - move all excelsior staff salaries to the midpoint of the assigned grade. Other recommendations include creating a performance appraisal system for all staff, postponing non-excelsior staff increases slated for July 1, moving forward with reclassifying several positions, and reviewing benefits prior to our October 1st renewal.

MOTION: To approve the recommendations as proposed by the Compensation Committee above; first by LuAnn Giunta, second by Leslie White, all voting in favor.


III. Old Business

Ellen Sharon thanked those members of the Board who attended the Founders Day event last month.

Strategic Retreat: this special meeting was held on May 2nd and attended by the Board of Directors and three Society staff members. The board discussed many topics and agreed on outcomes for the future. MOTION: To adopt the outcomes of this meeting; first by Ellen Sharon, second by Eric Lopkin, all voting in favor.

IV. New Business

“The 5 Influencers”, a request for names/contacts brought by individual board members, were then discussed and the future use of these will be determined by individual skills, talents and interest level.

Implementation Strategies/Gordon referred to the recently completed IPSOS Survey and Strategic Plan. Those measurable and identifiable points that were singled out in the survey and by the board included

1. The need for the Society to remain a statewide organization. 2. All of its work must benefit its primary client: the animal.

Gordon summarized several points that emerged from management level discussions: avoidance of start/stop scenarios, decisions made cannot be “soft” decisions, no mixed messages, the pieces are complicated and must be broken down into components parts and lastly, the need for experienced resources.

MOTION: To adjourn the meeting at 1:35 p.m.; first by Ellen Sharon, second by Dr. Bill Haines, all voting in favor.




JUNE 16, 2015

BOARD MEETING

IN WATERFORD

WAS CANCELLED

DUE TO LACK OF QUORUM



July 21, 2015

A meeting of the Board of Directors of the Connecticut Humane Society (CHS) was held in Newington on Tuesday, July 21, 2015. The meeting was called to order by President Ellen Sharon at 12:10 p.m. PRESENT FROM THE CHS BOARD: Ellen Sharon, President, LuAnn Giunta, Vice President, Leslie White, Treasurer, Dr. Wilfredo Barriosnuevo, Peter Cable, Gretchen Dale, Eric Lopkin, Steve Parker, Jo Ann Roberts and Christopher White. Absent: Dr. William Haines and Jennifer Rubin. PRESENT FROM THE CHS STAFF: Gordon Willard, Executive Director and Janice Marzano, Executive Assistant.


X. Consent Agenda KK. Minutes of the May 19, 2015 meeting LL. Financial Reports MM. Metrics Reports NN. Executive Director’s Report

There was a short discussion on statistical item reported in the Operating Statistics. Gordon also offered information about the recent “Freedom to Choose” event and shared some basic statistics showing an increase from 69 cat adoptions in 2014 to 83 in 2015.

MOTION: To accept the items in the Consent Agenda; first by Jo Ann Roberts, second by Gretchen Dale, all voting in favor.


Treasurer/Finance Committee: Leslie White noted that hard copies of the completed audit were made available to all board members. The next Portfolio Management conference call is scheduled for July 22nd at 11:00 a.m. and any board member interested in attending may join the call. MOTION: To accept the 2014 Audit & Financial Statements and Form 990; first by Chris White, second by Eric Lopkin, all voting in favor.

Governance Committee/LuAnn Giunta confirmed that all board members had received the current evaluation feedback request form to be used for completing the Executive Director’s annual performance appraisal. It was agreed that all board members will complete this document no later than August 18, 2015.

Development Committee/Jo Ann Roberts stated that all development items were sufficiently covered in the current Executive Director’s report.

Legislative Committee/Gretchen Dale noted that all board members had received the report by Sullivan and LeShane. The Society’s efforts were instrumental in preventing the veterinary tax proposal and the effort allowed the Society to collaborate with other animal welfare groups. Gretchen reported that the Middletown recipient of the vaccine clinic awarded at last February’s Legislative Breakfast was very enthused with the prize. The Clinic will take place on August 29 from 10:00-2:00 p.m. at either Middletown High School or Middletown Vocational School, depending on the weather. The goal is 200-300 vaccinations.

Compensation Committee/Chris White reported on the research undertaken several months ago for the purpose of evaluating significant benefits, wages and salary areas between the Society and other equivalent sized nonprofits in New England. In addition to the wage recommendations outlined in the May board meeting, benefits were also analyzed. It was found that in the areas of paid time off (PTO), life, dental and disability benefits and 401(k) plan, the Society compares favorably. The only area that needs modification is in medical benefits. Jennifer Adams, HR Director joined the meeting to explain the approach the Society will take to model medical plans for the new health plan year of 2015-2016. Impact on staff will be lessened as changes will take place incrementally over a three year period. MOTION: To approve the proposed changes in the Employee Benefit Plan; first by Peter Cable, second by Leslie White, all voting in favor.

III. Old Business

Strategic Plan/Progress Update/Gordon thanked each of the board members for meeting individually with him over these last few weeks. He distributed a Report and Commentary on Program Growth and Building Projects spanning a 3 to 4 year period. The board then discussed the items and concepts in more detail. At


this time, no funds are needed but commitments from people are most important. Ellen asked Gordon to prepare a list of proposed ad hoc committees and preliminary staffing for the board to review.

IV. New Business MOTION: To move into Executive Session at 1:10 p.m.; first by Gretchen Dale, second by LuAnn Giunta, all voting in favor. MOTION: To exit Executive Session and adjourn the meeting at 1:43 p.m.; second by LuAnn Giunta, all voting in favor. Respectfully submitted:

Janice Marzano, Recording Secretary

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