South Central Library System Board of
Trustees Minutes
7/28/2022, 12:15 p.m.
Chester Room
4610 S. Biltmore Lane, Suite 101, Madison, WI 53718
Meeting held via BlueJeans & in person
Action
Items:
Accepted the recommendation from BNAW to divest SCLS from continuing work on
the plan for a decreased size building at 2801 Walton Commons ($7.6 million
-$8.1 million).
Did not accept the recommendation to continue discussions with Keller regarding having Keller owning 25% of the Walton Commons building and constructing the original full sized Walton Commons facility.
Present: S. Ballhorn-Wagner, B. Clendenning, P. Cox, S. Elwell, S. Feith, N. Foth, M. Furgal, J. Healy-Plotkin, J. Honl, M. Nelson, G. Poulson, L. Ross, T. Walske, K. Williams
Excused: N. Brien, T. Teelin
Recorder: H. Moe
SCLS Staff Present: M. Van Pelt, K. Goeden
Guests: Devin Flanigan, Keller, Inc.
Call to Order: 12:15 p.m. G. Poulson, President
a. Introduction of guests/visitors: Shannon Ballhorn-Wagner, newly appointed Dane County Trustee, was introduced.
b.
Requests to
address the Board: None
Approval of previous meeting minutes: 6/24/2022
a.
Motion: P. Cox moved approval of the 6/24/2022 minutes. T. Walske seconded.
b. Changes or corrections: S. Feith moved to amend the minutes to include
the approved formal resolution. Seconded by P. Cox. Motion carried.
c.
Vote: Motion carried of amended minutes.
Financial
Statements: K.
Goeden provided an overview of the financial statements. S. Feith inquired
about how the legal fees are being recorded and questioned why legal fees for
the building project are not being put into account 7630 (building expense).
S. Feith also inquired why the BCPL loan is being recorded as an asset without
a balancing liability.
K. Goeden noted SCLS has one legal fee account regardless of what the legal
fees are for. It is also an internal management decision about how to record
expenses. All legal fees are being recorded under legal fees because we don’t
have a specific account for every legal situation. S. Feith feels it would
appropriate to separate the costs of the building project into account 7630.
J. Honl noted if the current process is working for SCLS then why change that.
M. Nelson noted
it is possible to pull all building related expenses year to year to keep
track.
T. Walske noted SCLS has been recording items this way for four years during
the building project, so why change it now. She also noted that the prior year
books have been closed. The last 4 years of reporting can’t be “undone”.
Chair G. Poulson noted that as long as SCLS can identify where the fees come
from he would be satisfied.
The BCPL loan
is recorded as an asset because our auditors noted we need to record it as
income. Whatever isn’t spent during the year is moved into a carryover contingency
account. Because we are a government entity, we have to record it as income.
Bills for Payments: The payment amount is $371,235.24
a. Motion: T. Walske moved approval of the bills for payment. M. Furgal seconded.
b. Discussion: K. Williams thanked T. Walske for reviewing the bills and said she would do them next month.
c. Vote: Motion carried.
Presentation:
How to review SCLS
Financial Statements – K. Goeden – You may view the PowerPoint presentation in
the documents online.
S. Feith inquired about the member holding accounts and if it is part of the
SCLS Foundation. K. Goeden noted the foundation is separate from SCLS holding
accounts. Historically, member library holding accounts were earning interest,
which they are not any longer. Once the remaining libraries close or empty their
holding account funds, we won’t be opening any new accounts.
S. Elwell inquired what the 2021 year end income amount was. Revenue $5.5
million loan with BCPL, $6 million of regular revenue, and $1.1 million of
grant income. Contingency fund amounts are not included. There is an intended
use for contingency funds, which we report to DPI.
T. Walske noted that all 2021 year end income amounts may be found in the 1/2022
Financials on the website.
B. Clendenning noted he felt the agenda should be provided a week in advance of
the meeting date. The current SCLS Bylaws were changed to reflect the agenda
be sent within 3 days prior to the meeting.
S. Feith inquired how the restricted funds are recognized as part of revenue.
They are identified on the audited documents. The only restricted funds we
have are for the building. Grants don’t go into contingency funds since they
are spent within the current year.
Committee Reports
a. Advocacy: No report.
b.
Building Needs Assessment Work Group: M. Van Pelt noted the attorney sent his
review of the ground lease for Lot 3. G. Poulson is attending the BNAW
meetings and signed the counter offer, which was accepted by the seller, and we
have 90 days to research contingencies. We can pull our offer at any time.
Inspections are being held at Lakeland, estimated remodeling costs, timelines,
and ALTA survey, which our attorney recommended, are underway.
Because of the delay in the timeline with Walton Commons and the Lakeland
property, Delta Properties has approved extensions for our delivery lease for
one year. Delivery will stay in the current building until 11/30/2023. The
headquarters lease with St. John’s Properties ends Memorial Day 2023. We can
go on a month to month lease, but it will be 1 ½ times the highest rent. We
will not receive any savings with St. John’s. K. Goeden spoke with Richard Sneider
regarding restructuring options for the BCPL loan to push back payments. SCLS
doesn’t want to pay rent and a mortgage. Interest rates are higher now so refinancing
is not a good option. K. Goeden and M. Van Pelt met with the Keller, Inc. CFO to
discuss the possibility of Keller purchasing 25% of the Walton Commons building.
The Lakeland remodel sketches were over budget. In order to make numbers work,
we would have to limit the internal build out cost to $1 million. We provided
feedback of our space needs and priorities and asked for a new sketch for the
estimated cost. The internal building structure has to be under budget and if
it can’t be done, then it won’t work. The BNAW is working through all of the
questions and gathering as much information as they can to provide the Board
with their findings at the September board meeting. The board will make a
determination at that meeting of what to pursue or not.
S.
Elwell said we cannot exceed a prior year fiscal income so $7 million is the
maximum amount we can put toward the new building.
J. Healy-Plotkin inquired why we are still pursuing Walton Commons? If Keller
owns 25% is it financially feasible for us?
S. Feith noted she had requested legal documentation from SCLS regarding the
building project. She was asked to request the information at the SCLS Board meeting
so the rest of the board was informed as well. She expressed her frustration
that she wasn’t provided the documents and felt under Public Records the request
should have been granted.
K. Goeden referenced the trustee essentials documentation whose purpose is that all information and decision making is done as a full board, not as an individual acting on behalf of the full board. The board has to act as a full body, not independent members, and no trustee should independently ask staff for information.
B.
Clendening noted he is “in this war” and has taken this up with corporation
counsel.
Chair G. Poulson noted we can take these questions to DPI to get answers.
M. Nelson requested that the action items be addressed since there are time
constraints.
S.
Feith inquired whether the board was provided with the most current ground
lease for the Lakeland property. Does the board feel comfortable in creating a
deal for property that doesn’t include land?
The most recent ground lease will be sent to the board. Attorneys have
reviewed it.
D. Flanigan addressed the contractual information with Keller. SCLS signed an
agreement in the amount of $1,500. Keller has not been paid anything other
than the $1,500 regardless of the amount of time they have put into the plans
created. Keller is committed to find a solution that works for SCLS.
S. Feith expressed concern that if we go ahead with the Lakeland property and
it’s on leased land, it could be taken back from SCLS in 50 years.
K. Williams noted the Lakeland property was originally ruled out since it was on
leased land. She researched the assessed value of the leased land and noted
the realtor provided comparables, but they were with land owned, not leased
properties. In our rush to quickly fill our need, she feels that we are
overpaying for our site. If we were getting a good deal, that would be fine. She
raised questions about parking spaces as well. She noted the BNAW may not be a
good group to do this work regarding financial information. She would like the
board members to discuss money.
S.
Feith acknowledged the investment of time the BNAW has put into this project, however
there are certain board versus BNAW decisions. G. Poulson inquired if S. Feith
would like a vote of no confidence to stop the project.
S. Feith noted she would like the board to take back ownership and be in the driver
seat of expenditure of money and control of building authorization.
J.
Honl noted some people have been on this board a long time and others are
newer. There has been a huge amount of time and planning that has gone into
the project with staff and the board and the goals haven’t changed. Because a
board member hasn’t been here since the beginning of the project doesn’t mean
everything has to start over. She would like to see us be able to move
forward. We have the funding, we have staff, and we have board members that
have put in so much time. It’s been 4 years. We need to move forward.
Action Items
i.
Motion: M. Nelson moved approval to accept the recommendation from BNAW to divest SCLS from
continuing work on the plan for a decreased size building at 2801 Walton
Commons ($7.6 million -$8.1 million). L.
Ross seconded.
ii. Discussion: None
iii. Vote: Motion carried unanimously.
b. Accept recommendation to continue discussions with Keller regarding having Keller owning 25% of the Walton Commons building and constructing the original full sized Walton Commons facility.
i.
Motion: M. Nelson moved approval to accept
the recommendation to continue discussions with Keller regarding having Keller
owning 25% of the Walton Commons building and constructing the original full
sized Walton Commons facility.
P. Cox seconded.
ii. Discussion:
J. Healy-Plotkin asked for clarification of the recommendation.
S. Feith questioned whether the contract with Keller was still in effect after
the board rejected the bids for Walton Commons construction. The contract with
Keller is in effect, the contractor bids for the new building were rejected.
K. Goeden noted the proposal that came from Keller, Inc.
S. Elwell stated the budget needs to stay within $ 7 million.
iii. Vote: Motion did not pass.
Roll Call Vote:
S.
Ballhorn-Wagner: No
N. Brien – Absent
B. Clendenning: No
P.
Cox: Yes
S. Elwell: No
S. Feith: No
N. Foth: No
M. Furgal: Yes
J.
Healy-Plotkin: No
J. Honl: No
M.
Nelson: No
G. Poulson: No
L.
Ross: No
T. Teelin - Absent
T. Walske: No
K. Williams: No
SCLS Foundation Report:
System Director's Report: You may view the System Director report
online.
Discussion:
Administrative
Council (AC) Report: All
Directors met 7/21/2022. You may view the minutes online.
Other Business: None
Information
sharing: T. Walske requested
that the effort is made to keep the October board meeting to an hour since the
SCLS Foundation board starts at 1:30.
Adjournment: 2:29 p.m.
For more information about the Board of Trustees, contact Martha Van Pelt
BOT/Minutes/7/28/2022