WISCONSIN TRUST ACCOUNT FOUNDATION, INC. Board of Directors Meeting JM Kohler Arts Center Sheboygan Friday, June 24, 2016 UNAPPROVED MINUTES Attending in Person: Mary Lynne Donohue, President; Robert Zellers, Treasurer; Lawrence Burnett, Grant Birtch, Hon. William Domina, Nick Zales Attending via teleconference: Hon. Judge Kloppenburg, Kevin Palmersheim, Vice President; Meghan Teigen Excused: Lee Atterbury, Hon. Thomas Eagon, Terry Grosenheider, Hon. Edward Leineweber, Karma Rodgers, Secretary; Denes Tobie Guests: Amy Koltz (Metro Milwaukee Foreclosure Mediation Program), Kimberly Haas (Wisconsin Judicare), Jim Gramling (Access to Justice Commission), Dan Idzikowski (Disability Rights Wisconsin), Deedee Peterson (Legal Action of Wisconsin) I. Call to Order and Welcome The meeting was called to order by President Donohue at 1:34 pm. Quorum confirmed. Introductions of board members and guest attendees followed. II. Public Comments Jim Gramling attended today to thank Judge Leineweber for his service on the Access to Justice Commission and to request a new appointment to the Commission. Dan Idzikowski announced that the federal Agency for Community Living reduced advocacy funding in Wisconsin due to population changes. $90,000 will be reduced. Kimberly Haas announced the 50 th anniversary of Wisconsin Judicare. The organization will be celebrating on October 22 nd in Wausau. She extended an invitation to the Board members. III. Presentation of 2015 Audit Scott Haumersen and Jillian Runde called in from Wegner, CPAs. 825 Williamson St., Suite A Madison, WI 53703 phone: 608.257.6845 toll-free: 877.749.5045 fax: 608.257.2684 email: service@wistaf.org www.wistaf.org
Haumersen reviewed the Letter of Communication to those in charge of Governance. He said there were no difficulties in conducting the audit, no new accounting policies, and no audit adjustments or issues. Haumersen confirmed that WisTAF has a low percentage of funds spent on fundraising and management; this is typical for an organization like WisTAF. The auditors found no issues with internal controls. Birtch inquired about the funding tracking recommendations for the TANF funding. Haumersen confirmed that the audit only reviewed the organization until December 31, 2015 so the new TANF grant management will come under review for next year s audit. However, there was a 7 point letter regarding the DCF grant that was presented to the Board and discussed. Haumersen commented that one of the largest concerns would be if WisTAF was non compliant to DCF standards. WisTAF would not need an additional audit if we can expend less than $750,000 in the calendar year. Discussion followed regarding UGG standards when receiving TANF funding. UGG allows 10% of the funds to be used for administrative costs. Donohue confirmed that WisTAF does need to be compensated for the work being done. Tomlinson confirmed that WisTAF is taking 10% directly of the $500,000 TANF funding for administrative costs. Grant recipients can use up to 10% of the $450,000 remaining for administrative costs as well. WisTAF staff will need to thoroughly document hours spent on the TANF income program. WisTAF will then bill DCF for reimbursement for these hours. Haumersen commented that finances are accounted for based on the modified cash basis accounting practice which is not typically used. Zellers inquired whether WisTAF needs a separate line item for the TANF funding. Tomlinson responded that there is a separate class for the accounting system but not a new line item. WisTAF will have to create separate financial statements for this funding source; it will not be reflected on WisTAF s financial statements. Birtch reminded us that WisTAF needs to also accept grantee reports that are consistent with GAAP standards. Tomlinson confirmed that she is working with Tim Seidel at Wegner to make sure WisTAF is GAAP consistent and set up on an accrual basis for these funds. Tomlinson also created a manual that refers to state and federal circulars and administrative manuals and sent this to grant recipients. WisTAF may have to consider a random audit sampling of grantees without compromising client information. Burnett inquired as to whether WisTAF needs to convert the entire accounting system to fully comply with GAAP standards. Haumersen responded that the modified cash basis might not be appropriate for the circumstances today even though it worked 15 years ago. As accountants, they would June 24, 2016 WisTAF Board Meeting Minutes p. 2
not recommend the modified cash basis but when Tom Heine was the WisTAF Executive Director, the accrual basis misrepresented where the organization was at that point of time. Haumersen doesn t necessarily think we would need to change the system entirely. He suggested one of the three options: 1) convert all books to accrual; 2) issue two audit reports: one on modified cash basis and one on accrual; 3) issue separate accrual financial statements to report to the state. Donohue asked the Finance Committee to look further into this and report back to the Board. Haumersen confirmed there has been a high level of communication between Tomlinson and Wegner to ensure that audit procedures and grant reporting measures are what they need to be. Tomlinson confirmed that WisTAF has requested an agreed upon audit procedure in the past. Birtch asked Haumersen if the CPAs had received appropriate and timely responses and communication from management. Haumersen confirmed that they had. Upon a motion from Zellers/Burnett, the 2015 audit was approved. Motion passed unanimously. IV. Approval of October 13, 2015 and March 8, 2016 Board meeting minutes Upon a motion by Birtch/Zellers, the October 13, 2015 and March 8, 2016 Board meeting minutes were approved. Motion passed unanimously. V. Officer/Committee Reports A. President s Report: President Donohue thanked Palmersheim and Tomlinson for attending the Supreme Court Hearing for Cy Pres funding in April 2016. B. Treasurer s Report: Zellers reported that markets are down by 3-4% but this is estimated to increase even further due to the British exit from the European Union. The US dollar value has increased so there is a flood of money going into US Treasury securities. Most likely, WisTAF will not see an increase in IOLTA interest rates due to the delay in the rise of Federal Reserve interest rates. WisTAF s technology and equipment has fully depreciated therefore the Board should expect to allocate funds for more computers in the future. Zellers confirmed that WisTAF received $5.5 million from Bank of America. WisTAF s net assets are short by $230,000 so WisTAF will need to draw on reserves this year to make grant awards. The IOLTA reserve has 6 months of operating costs saved. June 24, 2016 WisTAF Board Meeting Minutes p. 3
Net assets have increased by 53% this year. WisTAF suffered a 5.5% loss on investment earned. IOLTA History: WisTAF has been running slightly behind on projected IOLTA income in the first five months of the year. The banks did not increase their interest rates even when the federal rates were increased. WisTAF will most likely not meet the IOLTA budgeted amount this year. P&L: WisTAF show a negative amount of $642,000 that was anticipated because of the $448,000 positive net income from last year that will be distributed this year. WEJF lists $120,000 as income that will be distributed to agencies accordingly. State Appropriation income item was left blank because WisTAF had not received funds by the end of April. Upon a motion by Birtch/Burnett, the financial statements were approved. Motion passed unanimously. Zellers discussed the need to invest the $5.5 million we received from Bank of America. Many banks require a board resolution to use a CD or make an investment. Zellers has looked into Vanguard for temporary purposes until more permanent decisions can be made. Tomlinson will approach Terry Grosenheider to inquire about a board resolution template. Vanguard requires that the board create a board resolution that authorizes certain officers to act on behalf of WisTAF (no individual names, just officer positions). It also requires a letter from the board president stating who the current office holders are and a sample of their signatures. When officers change, Vanguard will need a new letter but not a new board resolution. Zellers and Tomlinson will work together to look at the best CD and investments state-wide and federally. Currently the funds are in WisTAF s checking account but Zellers proposed that WisTAF move the money to Vanguard s money market account that is uninsured but is accruing at a rate of.33%. Zellers also suggested that one person can transfer a maturing CD or investment to the WisTAF checking account but if the money will be invested or placed elsewhere, two signatures should be required. Donohue suggested giving the Finance Committee power to place the money into various CDs and investment strategies. Zellers said he will work with Tomlinson to get a standard resolution in place and come back to the Finance Committee, Executive Committee, and full Board with further decisions. He will need a confirmation of grant cycles from the Grants Committee in order to decide how long funds should be placed in various CDs. June 24, 2016 WisTAF Board Meeting Minutes p. 4
Donohue suggested a teleconference at the end of July. Board conversation followed about the timing of investments and how to make decisions quickly to maximize on earning without losing internal controls. Upon a motion by Burnett/Domina, the money will be temporarily moved to Vanguard after a Board resolution has been made. The money will be here until late July when the Finance Committee will propose alternative options to the full Board via teleconference. Discussion followed about whether any of the Bank of America funds could be used administratively. Tomlinson confirmed that the auditors implied that 10% would be reasonable though she didn t believe WisTAF would need $500,000 to administer the funds. Zellers reminded the Board that the interest earned will not be automatically reinvested. This will need to be recorded as an income line item. C. Grants/Evaluation Committee: Birtch confirmed the recommendations from WEJF regarding the $120,000 for this year. WEJF recommended the following grant awards: $24,000 to Disability Rights Wisconsin; $18,787.20 to Wisconsin Judicare; and $77,212.80 to Legal Action of Wisconsin. Upon a motion by Domina/Zellers, the WEJF recommended awards to Disability Rights Wisconsin, Wisconsin Judicare, and Legal Action of Wisconsin were approved as was the distribution of these funds. 1. TANF Fund update: Birtch and Tomlinson confirmed that WisTAF has been able to distribute $349,000 of the $450,000 TANF funds. WisTAF is still waiting for the end of June monthly cycle to know if the goal of distributing $450,000 has been reached. Tomlinson reported that two organizations have not submitted receipts for reimbursement: Family Services and RISE. Tomlinson has sent letters and emails to both organizations outlining that they either need to submit expense receipts or refund WisTAF the funds by check or money order. The total for these two organizations was $15,625. Legal Action of Wisconsin partnered with Family Services for part of the TANF grant application. At the LAW site visit, Mike Maher and Deedee Peterson offered to check with Family Services. Peterson had no comment at today s meeting. Donohue requested that Tomlinson update the whole Board by July 1 st about what is happening with these two organizations. Birtch suggested that the final letter draft by Tomlinson needs to also go to the organizations Board chairs of the two non-responsive grantees. Tomlinson agreed. June 24, 2016 WisTAF Board Meeting Minutes p. 5
Tomlinson confirmed that we may not be able to award the entire $450,000 since the grant awards weren t made until January and the funds were not distributed until April. The grantees are doing what they can to spend the funds but the time frame has been short. Birtch commented that the state could cut the funds in the second cycle if we don t use the entire funds in the first cycle. DCF is under no obligation to commit funds for a second cycle. 2. Bank of America update: Tomlinson has been conducting site visits this spring but she is working to put together an application for a grant proposal for Bank of America funding geared towards foreclosure and community development. There have been some individual state efforts to define community development but Tomlinson advised to keep Wisconsin's definition broad. Tomlinson has been inquiring with grantees during site visits if they are already working on housing issues or entrepreneurial opportunities, or have an existing relationship with an organization that does, and whether a legal piece already exists or could be developed. At the latest IOLTA conference in February, Tomlinson reported that half of the agencies represented have not developed definitions and criteria for the Bank of America grant funds and another half have solicited RFPs and begun to give awards, based on their own definitions. Some of the definitions have been strict and restrictive. Tomlinson will email other IOLTA programs directly to find out what other states are doing. D. Access to Justice Commission Jim Gramling, the Access to Justice Commission chair, gave a short presentation about the 17 person commission created by the Wisconsin Supreme Court Order to increase access to civil legal services for low income people. The commission members are appointed by 8 different entities including WisTAF. WisTAF s current appointment is vacant after the leave of Hon. Edward Leineweber. The commission is attempting to get more money into the civil legal system, increase pro bono services, and help the system work better for unrepresented entities. The commission assisted with Pro Hac Vice and TANF funds as well as Cy Pres residuals to come to WisTAF. The commission has created an honor society to recognize pro bono efforts. Lawyers will also now get CLE credits for pro bono hours. The commission created a website: www.wisconsinlegaladvice.org - for individuals across the state to ask legal questions to members of the bar and receive answers. Online dialogues are also possible through this forum. Gramling announced that they are looking for a WisTAF appointment to attend quarterly meetings across the state and attend monthly committee meetings over the phone. June 24, 2016 WisTAF Board Meeting Minutes p. 6
Upon a motion by Donohue/Domina, Attorney Nicholas Zales was appointed to the Commission. Motion passed unanimously. E. Executive Director Report Tomlinson announced that there was nothing further to add to her written report. Zellers inquired as to whether the number of bank mergers in 2016 was reducing the number of Prime Partners. Islam confirmed that we have not lost a Prime Partner to the mergers this year. Zellers commented to expect many more bank mergers due to Dodd Frank regulations and requirements. VI. Old Business None identified VII. New Business A. Upcoming Board Appointments Donohue announced the upcoming three new Board appointments: Eric Andrews, Crivello Carlson SC, Milwaukee; Ben Lane, Wiley Law SC, Chippewa Falls; and Tim Radelet, Movin' Out, Madison. Judge Kloppenburg, Zellers and Teigen were reappointed to new terms. B. Election of 2016-2017 Officers: Zales updated the Board about the potential slate of officers: Kevin Palmersheim as President; Grant Birtch as Vice President; Karma Rodgers as Secretary; Robert Zellers as Treasurer, and Denes Tobie as Member at Large. Upon a motion by Zales/Burnett, the slate of officers was approved. Motion passed unanimously. Zales was thanked for his service to the Board, as was Judge Leineweber and Lee Atterbury, though they were not in attendance today to thank in person. Donohue adjourned the public portion of the meeting at 3:21 pm and the Board went into closed session. The board came out of closed session at 3:30 p.m. and adjourned. June 24, 2016 WisTAF Board Meeting Minutes p. 7