A meeting of the Board of Directors of the Citrus Research and Field Trial (CRAFT) Foundation, Inc. was held on Wednesday, July 31, 2019 at the Florida Citrus Mutual headquarters, Suite 101 of the BB&T Building in Bartow, Florida. The meeting was properly noticed and recorded. Acting Executive Director Kristen Carlson called the meeting to order at 1:30 p.m. Roll was called, and a quorum was present. Board members present were Glenn Beck, Harold Browning, Tom Mitchell, Phillip Rucks, Trevor Smith, John Updike, Jr. and Mark Wheeler. All members were present. Also participating were Kristen Carlson, Mike Sparks and Tamara Wood.
Also in attendance were Doug Bournique, Allan Charles (telephone), Rick Dantzler, Jim Ellis, Cody Estes, Steven Hall (telephone), Mitch Hutchcraft, Andrew Meadows, Brandon Page, Robert Shatters, Shannon Shepp and Rusty Wiygul.
Welcome and Introductions: Mr. Sparks welcomed Board members and guests to the Florida Citrus Mutual office and discussed the process that resulted in the formation of the CRAFT Foundation, Inc. He expressed his appreciation to the Board members for their willingness to serve, and to Commissioner Nikki Fried and her staff for their work in establishing the Foundation as a Direct Service Organization under the Florida Department of Agriculture and Consumer Services. Mr. Sparks explained that Florida Citrus Mutual has been “all-in” on the development of the program, but has now stepped back to allow the Foundation to operate independently. He introduced Kristen Carlson and Tamara Wood as the Acting Executive Director/Program Manager and Acting Executive Secretary/Program Assistant, respectively, of the CRAFT Foundation, Inc. and thanked them for their work on the program to date.
Overview of Meeting: Ms. Carlson gave additional background on the development of the CRAFT Foundation, Inc. explaining that it has been an idea that has floated around the industry for years. The original thought was that it might have been a part of the Citrus Research and Development Foundation, but that it ultimately became a freestanding organization under the FDACS. She noted that the Foundation may one day merge with CRDF, but for now they will remain independent of one another. Ms. Carlson informed Board members that Acting Staff was presented an opportunity in late May to seek funding from the United States Department of Agriculture (USDA) through the HLB-MAC. She indicated that Mike Sparks would address this funding opportunity more, later in the meeting.
Ms. Carlson introduced Steven Hall, General Counsel for the FDACS, and Allan Charles, Senior Attorney in the Office of General Counsel for the FDACS, who joined the meeting via telephone. She reported that both gentlemen, along with Commissioner Fried, had been extremely helpful in pulling together and forming the DSO by the requested deadline. She also explained that Commissioner Fried had appointed each of the current members to the Board of Directors.
Ms. Carlson explained that the meeting would focus on two parts: the organizational and governance documents, and program issues at a 10,000 feet level. She reminded Board members again, that while Florida Citrus Mutual will provide input, the Board must be autonomous.
Explanation of Public Records and Sunshine Laws: Mr. Hall began by thanking the Board of Directors for their service, and expressing the FDACS’ excitement at having them as part of a new DSO. He than covered the highlights of Public Records and Sunshine Laws as related to the CRAFT Foundation, Inc. and its Board members. He reported that the CRAFT Foundation is a DSO acting on behalf of the FDACS, requiring all meetings to be public and officially noticed. Mr. Hall also reminded members that DSO records and communications are subject to Florida public record laws. Ms. Carlson informed Board members that the CRAFT Foundation, Inc. will provide each of them will an official @craftfdn.org email to help separate CRAFT emails from their personal accounts.
Mr. Wheeler verified that Board members are allowed to speak with grower participants as well as members of the Technical Working Group regarding the program, just not with fellow Board members about CRAFT matters that would come before the board.
Mr. Hall informed Board members and staff that they are subject to Florida gift laws. He recommended that in an effort to avoid any conflict, that members and staff just pay for anything that may be offered to them (ie. Sporting tickets, vacations, etc.). Mr. Hall offered to have one-on-one conversations at a later date for any specific questions that members may have.
Mr. Hall indicated that financial disclosure laws likely applied. Board members and staff were all provided with a copy of the 2018 Statement of Financial Interests forms. Carlson indicated she would send out advice re need to file the following week. Members can seek guidance from State Ethics Commission to discuss any issues with filling out the financial disclosure document.
Presentation and Approval of Code of Ethics, Memorandum of Agreement: Mr. Hall continued to discuss the development of the official governance documents for the CRAFT Foundation, Inc. He explained that the Articles of Incorporation had been filed with the Secretary of State upon creation. He pointed out that Article V of the document states that “ …the first year officers shall be appointed by the Commissioner of Agriculture.” He indicated that the Board of Directors should vote for officers and submit those names as a recommendation that Commissioner Fried would then appoint.
Mr. Hall encouraged all members to read the Code of Ethics which is required of all DSOs engaged in contract with the FDACS. He then indicated that he was happy to take any questions that the Board may have.
Mr. Wheeler asked about Board members having a conflict if they choose to apply for the program themselves. Mr. Hall explained that if a member has an application coming before the Board for approval, the member should submit a letter stating that they will be abstaining from voting prior to that meeting.
It was noted that the Memorandum of Agreement between CRAFT and FDACS was an organizational document whereby CRAFT Foundation could operate as a FDACS DSO. Without objection, the board accepted the Memorandum of Agreement by consensus. [ Memorandum of Agreement would be signed.]
Mr. Hall left the call.
Election of Officers: Ms. Carlson reminded Board members that the Officers “elected” during the meeting would serve as a recommendation for Commissioner Fried to officially appoint.
She then opened the floor to nominations for a Chairperson. Mr. Mitchell nominated Mr. Wheeler to serve as Chairperson. The motion was seconded by Dr. Browning and passed unanimously.
Mr. Wheeler assumed control of the meeting and opened the floor for nominations for a Vice Chairperson. Mr. Wheeler nominated Mr. Beck to serve as Vice Chairperson. The motion was seconded by Dr. Browning and passed unanimously.
The floor was opened for nominations for Secretary. Mr. Mitchell nominated Ms. Wood to serve as Secretary. The motion was seconded by Mr. Updike and passed unanimously.
The floor was opened for nominations for Treasurer. Dr. Browning moved to table nominations. The motion was seconded by Mr. Mitchell and passed unanimously.
Mr. Wheeler closed elections.
Presentation and Approval of By-Laws: Ms. Carlson told Board members that she had reviewed the template for By-Laws provided by the FDACS and found them suitable for the Foundation with only one issue flagged. Page 4 of 8 states, “Checks in amount that exceed twenty-five thousand dollars ($25,000) shall be signed by both an officer of the Corporation and the Executive Director.” She informed members that the proposed Banking Resolution set a threshold of $5,000 for requiring two signatures. She expressed some concern for the $5,000 threshold requiring whoever is elected as Treasurer having to sign every check that goes through the Foundation. She recommended that a higher level be implemented and that other controls be put in to place to prevent the misuse of funds. Ms. Carlson also explained that the CRAFT Foundation, Inc. would operate on a fiscal year beginning July 1 and ending June 30, and would require an annual meeting in December of each year.
Mr. Mitchell made a motion that the By-Laws be updated to reflect the threshold for two signatures at $10,000, and then the By-Laws be accepted. Mr. Updike seconded the motion and it passed unanimously.
Ms. Carlson indicated that pending the adoption of formal fiscal controls by the Board, the Executive Director would send a list of all checks cut to the Treasurer, who would then receive monthly statements directly from the bank to verify all payments. There was discussion of whether or not liability insurance is needed for the Board of Directors. Ms. Carlson indicated that the Foundation could look at the possibility of purchasing that at a later date, and that the State also has ‘hold harmless’ protections in place for voluntary Boards.
Appointment of Acting Staff: Mr. Wheeler reminded the Board that Ms. Carlson and Ms. Wood have been acting in an unofficial capacity during the development of the CRAFT Foundation, Inc. and asked for a motion to officially appoint them in their respective positions as noted above. Mr. Mitchell made the motion to appoint Ms. Carlson as Executive Director/Program Manager, and Ms. Wood as Executive Secretary/Program Assistant. Dr. Smith seconded the motion and it passed unanimously.
Ms. Carlson indicated that she is serving at the pleasure of the Board, and that if at any point they felt it in the best interest of the Foundation to replace her, she would be supportive.
Status of Program and Funding: Mr. Sparks gave the Board an update on the status and funding of the CRAFT program. He discussed the various funding sources that are anticipated being used for funding of the Program. He told members of a $2.5M verbal allocation from CHRP and an additional $5M verbal commitment for funds from the HLB-MAC. In addition, he noted that CRAFT Foundation staff will be requesting approval to submit a proposal in response to the CRDF’s RFP related to large-scale field trials/demonstrations. Funding from all sources, including CHRP, MAC, CRDF and Grower inputs are expected to total more than $20M for the first-year contracts and one subsequent year of production for those groves. Mr. Sparks explained that each funding source has different guidelines and restrictions for how their funds may be spent. The Technical Working Group will establish and review elements of the program to ensure the ability to collect meaningful data. Growers will be required to provide data for 6 years after planting. As shown in the distributed flow chart, the CRAFT program is expected to be much more than a field trial.
Presentation and Request to Continue Submission of USDA-MAC Proposal: Mr. Sparks continue to explain the CRAFT program, walking Board members through the recently submitted USDA HLB-MAC proposal. This proposal outlines the goals and objectives of the program, guidelines and elements anticipated, as well as an estimated budget and potential corresponding funding sources. Mr. Sparks clarified that expenses will not be eligible for retroactive payments. The program is currently looking in to utilizing a participation payment structure rather than a cost-share, reimbursement structure. Mr. Sparks also discussed a potential partnership with USDA-ARS for the collection and management of data pertaining to the program. He explained that the CRAFT program MAC proposal currently includes $1M for this partnership, with an unfunded line item of an additional $1.5M from USDA-ARS for an additional “soil-to-satellite” portal and app. Mr. Sparks indicated that if budgets are accurate and participation meets expectations, that grower payments could be expected to match those presented on page 8 of attachment 5 of the MAC proposal. He also reiterated that the CRAFT program is designed to be all-encompassing in regards to grower size, production region and fruit varieties.
Mr. Mitchell asked Mr. Sparks what MAC would happen with regards to payment for site prep work that may be done prior to the execution of a CRAFT-Grower Participant contract. Mr. Sparks explained that with a participation payment, rather than a cost-share reimbursement, there should not be a problem with site prep already being done, as long as no trees have been planted prior to the execution of the contract.
Mr. Estes asked if the CRAFT program would allow for interaction with the Tree Assistance Program (TAP) and other programs of that nature. Staff indicated that there did not appear to be an issue from the CRAFT-standpoint, however growers would need to check with the individual programs that they participate in to make sure there is no conflict on their sides.
Mr. Updike asked if growers will be able to choose what they plant in the program. Ms. Carlson said that growers would be allowed to choose within guidelines established by the Technical Working Group. Dr. Browning reiterated that this program is not a replicated field trial, but there is a need for combinations of tools utilized to generate useful data.
Authorize Response to CRDF Request for Proposals (RFP): Ms. Carlson presented the CRDF’s Request for Proposals related to large-scale field trials/demonstrations and requested that the Board authorize staff to respond seeking funding for the CRAFT program. The Board will have an opportunity to review the proposal before it is submitted to the CRDF on August 31, 2019. Mr. Updike made a motion to authorize staff to respond to the CRDF RFP. Mr. Mitchell seconded the motion and it was passed unanimously.
Discussion of Potential Future Cooperative Agreements/Contracts: Ms. Carlson shared a presentation that highlighted potential future cooperative agreements and contracts that will be needed to operate the CRAFT Foundation, Inc. and administer the CRAFT program. These agreements/contracts may include, but would not be limited to, agreements with USDA-APHIS, USDA-ARS, FDACS-DPI, CRDF, growers, employees, and auditors. Ms. Carlson told the Board that all contracts will be brought to them for approval.
Timeline of CRAFT Implementation: Ms. Wood presented a timeline of anticipated implementation for the CRAFT Foundation as well as the CRAFT program. Highlighted dates included September 2, 2019 for distribution of Program Information Packets including Participant Applications; September 10, 2019 to receive Grower Intent to Participate; October 15 receipt of Program Participant Applications; November 15, 2019 awarding of CRAFT Grower Participation Agreements; and January 1, 2020 begin CRAFT Participant Activities (site prep, planting, etc.).
Approval of Banking Resolution: Ms. Carlson presented a Banking Resolution the Executive Director, Chairman and/or Treasurer to make contracts with any financial institutions, deposit funds, issue checks, and enter into safe deposit rental agreements. The Resolution was subject to stated limitations, including a $10,000 threshold for requiring two signatures on checks. Dr. Browning made a motion to approve the Banking Resolution with the $10,000 threshold. Mr. Mitchell seconded the motion and it passed unanimously.
Approval of Scope of Technical Working Group: Ms. Carlson advised the Board of the proposed scope of responsibilities for the Technical Advisory Committee (aka Technical Working Group). These responsibilities include: input on participant application, input on criteria for reset program, input on grower data collection, input on other data collection, input on emerging Management Practices, review of outcomes and program reports.
Appointment of Technical Advisory Committee: Ms. Carlson brought forth a recommendation that the following individuals be appointed to the Technical Working Group: Dr. Ozgur Batuman, Dr. Jim Graham, Dr. Greg Hodges, Mr. Richard Miranda, Dr. Kelly Morgan, Dr. Juan Carlos Motamayora, Dr. Patricia Ouimet, Mr. Brandon Page, Dr. Timothy Riley, Dr. Tim Rinehart, Dr. Michael Rogers, Dr. Brian Scully, Dr. Robert Shatters and Dr. Tim Widmer. Mr. John Updike, Jr. made a motion to approve both the scope of the Technical Working Group and the appointment of the recommended members. The motion was seconded by Mr. Rucks and passed unanimously.
Next Meeting: The next meeting of the CRAFT Board of Directors was set for August 28, 2019 at 9:00 a.m. at the Florida Citrus Mutual headquarters on the first floor of the BB&T Building in Bartow, Florida.
Seeing no other business, Mr. Wheeler adjourned the meeting at approximately 3:45 p.m.
Minutes submitted by Tamara C. Wood, Secretary