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Minutes of Board meeting

Sunday, March 29, 2014 at 4:00 PM in the trailer

Call to order

Minutes from last meeting presented and approved.

Old Business

AmeriCorps volunteers: from Janet, "they disappeared."

Wizzie's Ant Talk: from Ila, "It was quite wonderful." Some discussion but no vote of whether to go forward with treating the entire garden as presented by Wizzie Brown.

I Live Here, I Give Here status: from Ila, "I spent hours with Sharon (Rempert) to get Sunshine signed up." However our status is unknown. We have not been billed. Ila will follow up to determine where we are with joining that group.

Tree of Life status: from Ila, has not heard from Ben, the artist. Will continue to try to contact for update.

Berk's (secretary) resignation: Is official

Who is on the nominating committee? Ila will contact Jack McIvoy, Sue Brownlee, for official minutes, report from the meeting in May, 2013.

Purple Martin Houses update: One is up by hoop house, one to go. PS The second one has been erected as well by 4/4/2014.

Response to Audit Committee on their recommendations: Written by Ila and attached to these minutes as well as the Audit Committee's entire report. Some suggestions and follow-up:

Bylaws amendments: Information/discussion meetings to be held April 6 and 7 at the garden. Members of the committee who proposed the amendment will be on hand for questions. Vote to accept amendments to be held April 12 at 10 at the garden. We will need a quorum (10%) of the membership and a 2/3rds approval from that quorum.

Site Rules vote: To be held on May 31 at annual all gardeners' meeting. Information/discussion meetings to be held prior to May 31. May 4 and 5 was suggested. Kay will ask the members of the committee when they may be available to attend. Janet asked that Board members consider attending as well.

Plant Sale: All bills are not yet in but we can comfortably say we made around $25,000 from the 2014 Plant Sale.

New Business

April 5: Robert Jarry will lead a group of outside volunteers to attempt organization of locked part of tool shed.

ARC's plot? Non-profit group asked for a plot. Located near Sunshine. Originally contacted Steve Uecker about one of the raised beds. None are available at this time. Will be put on the list for a plot and raised bed

Work day April 12 led by Ludmila and Katy. Before and after Bylaw vote.

Funky Chicken Tour: On April 19. Need announcement for gardeners that there will be no driving into Sunshine starting at 5 PM on April 18 until Sunday morning. Chicken people will be using the grounds of Sunshine as their headquarters for the tour.

Crestwood/Bentwood Park: On April 5, Michael Hall has meeting with neighborhood representative and Frank Fuller regarding possibility of new community garden in proposed park area north of Sunshine in the Crestwood/Bentwood neighborhoods. Will report on conversation at next Board meeting.

Gate repair: Janet will seek estimates for current gate repair.

Compost: New pile started. Will need some more specific signs. Jane Reynolds may be able to help. Janet will contact her for assistance.

Tomato test plot: Using all six rows this year. Last row to be planted among the poppies until they bloom.

Plumbing repair done by professionals after last freeze damaged shut off valve near trailer.

ACGA: Motion made and passed to join the American Community Garden Association again. Through email discussion following meeting, it was decided to join at the $100 level.

KUT: Motion made and passed to join KUT at the business level $500 per year. Michael to do this as soon as possible since they are fundraising now.

Next Board Meeting: Scheduled for May 6, 6PM at Michael Hall's house.

Meeting adjourned at 5:35 PM.

Review of Community Garden Initiative Financial Reports
January 25, 2014

Background

The Community Garden Initiative of Central Texas (CGI) was formed in August 2008 as a nonprofit organization. The organization received tax-exempt status from the IRS on May 27, 2009 as a charitable, religious, educational and/or scientific (501.c.3) organization. An Assumed Name Certificate was filed with the Texas Secretary of State on August 25, 2008 to allow CGI to conduct business in Texas under the name of Sunshine Community Gardens (SCG). A d/b/a (doing business as) document was also filed with the Travis County Clerk for the same purpose.

The bylaws of the Community Garden Initiative of Central Texas provide for an Audit Committee to be appointed by the Board of Directors. On September 24, 2013, three members of SCG were selected to be on the Audit Committee, as follows: Caroline Limaye, Lead; Beth Schlechter, and Teresa Chatkoff. The Audit Committee met on October 5, 2013 to develop plans for the audit and seek input from members of the SCG board on the objectives of the audit. 1

Prior to the formation of the nonprofit organization, SCG was a project of Greenlights for Nonprofit Success. Greenlights performed the accounting functions and provided the Treasurer with a report each month for a monthly fee of approximately $275. Billing and collections was still the responsibility of the treasurer. In June 2009, Greenlights discontinued the accounting service and the SCG treasurer established the SCG accounts in QuickBooks. SCG also established various accounts at a local bank.

Scope

The Audit Committee selected for review a sample of transactions in the calendar year 2012 and January 1, 2013 to September 30, 2013. The transactions included reimbursements to gardeners, dues collections, and plant sale expenditures, as well as other transactions which were randomly selected.

Methodology

The Audit Committee met with the SCG Treasurer to determine the accounting process and location of records. We discussed other financial issues and the content of the bylaws.

We generated reports from QuickBooks data to select the transactions to be reviewed on a judgmental and random basis. We also inspected the bank statements and reconciliations.

Results

We found the transactions underlying the financial reports were substantiated by documentation of the transactions. The records of the organization were secured by frequent back-ups and could be restored in the event of a computer failure. See Appendix B, Detailed Results, for other findings and observations.

Conclusion

The financial resources of SCG are well managed by the Treasurer. However, certain provisions of the bylaws are not being followed. The recommendations of the Audit Committee are included in Appendix B, Detailed Results.

Caroline Limaye
Beth Schlechter
Teresa Chatkoff

Appendix A: Response of the Board of the Sunshine Community Gardens

[To be provided by February 28, 2014.]

Finding 1: A spending plan or budget was not prepared for Board approval in 2012 and 2013.

At our March 29, 2014 meeting the need for a budget was discussed. It was decided that after May 15, (Due date for the 990T) the board would have an in depth discussion about the budget considering what our needs are and estimating our expenditures based on our needs for both improvement, repairs, and special projects.

Finding 2: Financial reports are not provided on a monthly basis.

The Treasurer will provide monthly financial statements via email to all current board members in a timely manner. These statements will be reviewed and approved at our monthly meetings. This information will be part of the minutes as will the financial statements.

Finding 3: There is a lack of separation of duties and continuity of operations.

Caroline Limaye has graciously volunteered to pick up the mail and make deposits. The Treasurer is currently considering ways to create additional separation of duties including but not limited to the plot assignment coordinator depositing the plot rental fees, and the role of a bookkeeper. Currently all the burden falls on the Treasurer.

The board is thinking about ways to simplify the transition to the next treasurer and reviewing gardeners who might be suitable for the position.

Wells Fargo account forms have been updated.

On April 5, an inventory of small items stored in the locked portion of the tool shed will be inventoried.

I want to thank all of the review committee for their helpful suggestions to enable Sunshine to operate more smoothly.

Appendix B: Detailed Results

Finding 1: A spending plan or budget was not prepared for Board approval in 2012 and 2013.

The Treasurer of SCG stated that he does not prepare a spending plan or budget. Any special projects are considered by the Board as the need arises. In some cases, SCG members execute special projects without pre-approval by the Board and then submit invoices for reimbursement.

Criteria:

Excerpt from Bylaws of the Community Gardens Initiative:

Treasurer - S/he and the staff of the Initiative shall devise a plan providing for the acceptance and disbursement of all funds of the Initiative which shall be approved by the Board of Directors.

Cause:

The Treasurer has not been asked by the Board to prepare a budget. The ongoing accounting duties consume the greatest part of the Treasurer's time. Also, many believe a spending plan is not needed for a small organization.

Effect:

The Board is not in compliance with the bylaws by not adopting a spending plan. Reimbursements may be made to members for special projects without Board approval. A budget is needed even for a small organization to compare current finances with planned results. A budget would help the Board make informed decisions when planning improvements or adding to the reserves.

Discussion

The budget could be based on prior year's results. There will always be unanticipated expenses or sources of funds, but the budget would provide a base line for comparison to ensure the organization is on track.

Recommendation

The Board of Directors should direct the treasurer to provide a draft budget. Before approval, the Board should consider opportunities for improving the garden and level of reserves needed. Those plans could be incorporated into the final budget and tracked during the year.

Finding 2: Financial reports are not provided on a monthly basis.

There is no evidence of monthly financial reports provided to the Board of Directors.

Criteria:

Excerpt from Bylaws of the Community Gardens Initiative:

Treasurer - S/he shall prepare a monthly report for the Board of Directors, providing an accounting of all transactions and of the financial conditions of the Initiative.

Cause:

The Treasurer has not been asked by the Board of Directors to prepare monthly financial reports.

Effect:

The Board is not in compliance with the bylaws by not having monthly financial reports to include all transactions occurring during the month. Even a small organization should be informed of its financial status and the nature and amount of expenditures on a regular basis.

Discussion

Review of the monthly financial report should be a regular item on the agenda and a copy of the financial report should be included in the minutes of the meeting. The financial report should be provided to the Board members prior to meeting if possible to provide Board members adequate time to review the financial report and formulate questions.

Recommendation

The Board of Directors should direct the treasurer to provide a monthly financial report prior to each monthly meeting. To demonstrate that the Board is attending to its fiduciary duties, the review and approval of the monthly financial report should be recorded in the minutes, as well as a copy of the financial statements.

Finding 3: There is a lack of separation of duties and continuity of operations.

The treasurer is the sole person responsible for custody of the assets (access to mail, bank accounts and collections) and the recording of assets (preparing bank reconciliations and financial reports). Also, the organization has difficulty in finding a replacement at the end of the treasurer's term or if he/she resigns mid-term.

Criteria:

Separation of duties is a system of checks and balances designed to prevent fraud and abuse. It is a basic internal control concept for any business, large or small.

The lack of a treasurer and the lack of continuous bookkeeping exposes the organization to the risk of financial loss and disorganized records.

Cause:

Since SCG is a small member-controlled organization without significant assets, the use of checks and balances has not been given sufficient attention. In the last four years, the treasurer has been tasked with the bookkeeping function previously performed by Greenlights, and other options were not formally considered.

Effect:

Currently, the treasurer has the responsibility of conducting all the financial functions of the organization, including the bookkeeping functions. Not only does this place an undue hardship on the treasurer, but it narrows the field of possible treasurers because of the need for bookkeeping skills. The result is not only the lack of separation of duties, but also difficulty in recruiting gardeners for the treasurer position on the Board. When a new treasurer is found, essential accounting information may not be passed on, so the new treasurer must spend time recreating the system.

Discussion

The duties of the treasurer could easily be split to provide for a separation of duties. The treasurer (or other Board members) could get the mail, write the checks, send out collection notices and deposit checks. However, another person or organization (the bookkeeper) would have read-only access to the online bank records and would prepare the financial reports and bank reconciliations. The bookkeeper would email the financial reports to the treasurer for review before they are sent to the Board. The treasurer would generally oversee the activities of the bookkeeper, manage the cash reserves and direct the preparation of the annual spending plan.

Recommendations

The Board of Directors should engage a bookkeeper on a paid, or pro-bono, basis. In either case, there should be a letter of agreement as to the separation of the roles of the Treasurer and the bookkeeper. The letter of agreement would set out the minimum responsibilities of both the bookkeeper and the treasurer to ensure there is a sufficient level of documentation and financial management. The agreement could be reviewed periodically, but would generally provide for continuity of financial management even as the treasurers change.

The key officers of the Board of Directors (the President, Secretary and Treasurer) should act quickly upon taking office to gain access to accounting records and remove access for former officers. This would include changing passwords and signature cards for bank assets.

Documentation of the accounting system, the inventory of assets, and procedural information should be retained in the office and made accessible for all in-coming officers and especially the Treasurer. The information should be updated as needed and passed on to successive officers as a part of the orientation to the position.

1. The audit referenced in this report not an examination in accordance with generally accepted auditing standards and is not subject to those standards. It is an internal review to determine if the financial condition reported to the Board can be substantiated and if the bylaws of the organization are being followed.