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1101 11th Ave, Helena, MT 59601 (406) 443-5711 mail@macdnet.org Information on our programs can be found at www.swcdm.org.

A Memo to Districts from Jim Simpson

To:

MACD Board Members (Area Directors)

From:

Jim Simpson, MACD President

cc:

Conservation District Boards of Supervisors & Staff; MACD Executive Director, MACDEO Leadership, MSCA

Date:

February 6,2020

Re:

Proposed Merge of MACD and SWCDM

As you all are aware, the Reorganization Study Committee that I appointed in December has been working with Chuck Cornillie to determine if the idea of merging MACD and SWCDM into a single entity is feasible and supported by conservation districts.  A survey was created and sent to each District, and I am happy to say that to date, about 30 Districts have responded, and the vast majority of those have indicated that the merger would be beneficial.  However, a lot of questions have been asked and the committee is making every effort to address each question, though some questions cannot yet be answered for the simple reason we just have not had ample opportunity to root out each problem and identify a possible solution.

One item that came from the last conference call, is that Area Directors are not comfortable enough with the facts regarding the proposed merger to contact each of their Districts.  The purpose of this memo is to try to clear up confusion and misinformation as best as possible. I realize there is a lot here to absorb, but I urge each Area Director to thoroughly read the information, and either call me at 1-406-871-6011, Chuck (1-517-715-3971), or Gayla Wortman (1-406-788-3128) with questions or concerns.  Again, I must point out that it is possible that we may not have all the answers yet, but we are working toward addressing each concern as soon as possible.

How This Got Started:

Cascade CD offered a resolution at the Area III meeting that would change MACD’s tax status from a 501c4 to a 501c3.  There was no language at all in the resolution that suggested combining the 2 organizations. CCD’s reasoning was simply that by changing MACD’s tax status to a 501c3, MACD would then have the capability of receiving public money, grants, and donations and contributions.  Because MACD is chiefly an advocacy group, the lobbying restrictions would not be a factor. The resolution was passed at the Area meeting.

During the interim between Area meetings and State Convention, Cascade CD was approached by Executive Director Chuck Cornillie to change the resolution to include wording that would combine MACD with SWCDM creating one organization, eliminating any competition for the same funding dollars.  The CCD board resisted this as they felt the Area III conservation districts decided on the resolution as it was written and did not allow for any arbitrary alteration. Also, CCD was not comfortable bringing forward a resolution to merge the two organizations. At the State Convention, CCD board members were urged to offer an amendment to the resolution when it was heard during the standing committee.  Instead of that, CCD withdrew their resolution so that MACD had a clear path forward in considering a merger. The CCD board and staff further explained the situation during the general assembly.

During the Friday morning MACD Board meeting, I appointed Gayla Wortman as chair for an ad hoc reorganization study committee and tasked the committee to determine the steps that need to be taken, the legal and associated financial process, and most importantly, the Districts’ position.  The Board decided that this process, which includes writing by-laws for the “new MACD”, should be fast-tracked, with the new organization being “ready to go” by January 1, 2021.

What Has Happened So Far:

Mark Suta was tasked with appointing members to the ad hoc committee.  Those members are Gayla Wortman, Gary Geim, Roger Hybner, Mark Suta, John Anderson, and me.  Gayla also asked Dave Martin to sit on the committee. Chuck and Gayla worked together to identify the process and timeline.  The committee meets through conference calls for the time being (generally, 6th of each month), a simple survey was crafted and mailed to each conservation district, and a plan of work for the committee was created.

Gayla and Chuck, Dean Rogge and Jeff Wivholm and presumably others, have also received several letters, memos, and phone calls from Districts expressing confusion, concern, and disfavor.

Chuck has met with the Secretary of State to identify the way forward from that perspective.

Next Steps:

First, this memo is going out to all the MACD Board members, all the Districts, and to SWCDM.  Hopefully, Area Directors will be able to then answer questions more accurately.

The committee will respond to each question or concern in each letter and/or survey response in the next few days.  I ask that supervisors be patient as some of the answers may not be readily known or available at this time.

MACD and SWCDM boards may have a joint meeting in the next few weeks to better define what the “new MACD” may look like; how the staff may be co-mingled, and how the organization may function.

Once we know for sure that the Districts support this change, a by-laws committee will be appointed and tasked with writing by-laws for the new organization.  While initially a one year timeline was identified, we are now looking at an 18-24 month effort. Efforts are suspended for the time-being to allow supervisors, staff, and partners ample time and opportunity to digest the information and ask questions.

What Area Directors Need to Know:

Nothing has been done to date that could in any way be construed as actual work toward creating a new organization.  It is not a “done deal.” We are only in the discovery phase.  It is only a proposal that we are asking Districts to weigh-in on.  Frank and open dialogue is encouraged. The committee and MACD values the District supervisors’ and administrators’ observations and remarks.

The overall mission, “To support Montana’s conservation districts in promoting and maintaining a landscape where soil, water and other natural resources are conserved and utilized for the benefit of all Montanans in cooperation with landowners, state and federal agencies and other partners…” is not lost for either organization when combining into one.

The proposal is to dissolve MACD’s existing c4 tax status and unify MACD and SWCDM under the existing c3 status.  Aspects from both organizations will be blended into the new one, personnel will remain intact, funding mechanisms will experience little or no change, with the exception that new funding sources directly benefiting District capacity could be identified and procured.  As an example, should Hoven Equipment wish to donate $10,000 to MACD, there would be no tax impediment and Hoven would get the write off.  MACD has a bank account and some investments, those can be transferred to the new organization. Property and contracts currently held by SWCDM would not change, other than the “holder” of such property and contracts would be in the name of whatever we call the new organization.  The actual accounting of the new organization would be very similar to what each organization has in place currently. The new organization will, of course, need specific by-laws, though likely the by-laws committee will borrow language from each organization’s existing by-laws. A name, whether it be MACD, SWCDM, or some other moniker will be adopted.

Clearly, designing the new organization will take careful thought and District input.  We know that the new organization will need a board of directors. How we do that has yet to be explored.  We want to hear District suggestions and ideas with the express intent of retaining the current Board of Directors in some way.  Staffing can remain the same but would be simplified under one organization. It helps conservation districts, stakeholders and other partners know who they are working with, where the money is, and who is ultimately responsible.  An Executive Director, Program Coordinator, and Office Manager should be able to handle the overall management on the one organization. Additional employees could be added based on programming needs and funding. This encourages better communication and streamlines finances.  It also strengthens accountability.

On the ground project support, capacity building, partner relations and the like can still be accomplished through one organization with better accountability and direction.  The who, what, when, and where that so many Districts have voiced frustration over can be better managed and addressed. Stakeholders will still be able to provide funding for local projects through one entity.  Partners will still receive a high level of, perhaps even better, service. Bringing both conservation district organizations under the same umbrella makes sense. It simplifies the structure and brings all the assets together.  It streamlines record keeping and financial reporting and offers another funding stream option for the Association. Accountability becomes clear and stakeholder time and investment is maximized as is staffing. The functions of one voice and programming pulling together can create better continuity, collaboration, service and vision that CDs just didn’t feel like they were getting the past several years. With good leadership and a cooperative spirit, a one organization structure is achievable and way more functional.

What Districts Are Saying:

To date, the committee has received letters or emails from the MACDEO, Rosebud CD, Meagher County CD, Bitterroot CD, and SWCDM.  I have included a small sampling of the questions that are being asked and comments submitted:

There seems to be a lot of questions concerning SWCDM.  For instance, “Our board is concerned with what special interest groups SWCDM accepts money from, and what strings are attached.”  Another Districts writes, “Is there a SWCDM Board and who are they accountable to?” Some of the answers may be found on the SWCDM web site or by placing a call to Stephanie Adams in the office in Helena (443-5711).

SWCDM also sent a letter with their concerns: “How will we (SWCDM) provide a flexible, conservation responsive structure within a membership-based organization where the greater membership may drive what the program portion of the organization works on?”  Also, SWCDM staff is understandably concerned about how they will function and how responsibilities will be delegated under the new organization.

All the questions will be answered as soon as possible and in the next few days a document with all the questions asked and answered to date will be emailed to all Districts.

Finally:

I am dedicated to making sure Conservation Districts are heard and taken into consideration throughout this process.  It will be the Districts that direct our next step.

Please don’t squander your opportunity and right to voice your opinion, questions, ideas, aggravations and frustrations.  MACD is only as strong as the Districts it serves. Now is everyone’s chance to be heard!

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