Page 35 - 2024 April report

BOARD OF DIRECTORS MINUTES (4) F. Conflict of Interest
The 2024 Conflict of Interest Statements were provided in the meeting materials. Directors were asked to submit their statements to the Foundation office for recording.
G. Reappointment of Foundation Consultants
Bobby reported that he had spoken individually with Hugh Brown, David Blaikie, Sherry Salway Black, King Jordan, Sanford (Buzz) Howard and Rick Williams. All have expressed their willingness and desire to continue their respective roles as consultants in their areas of expertise. He recommendedthattheybereappointed. Dick’sserviceasFinancialConsultantwillterminateJune 30, 2024. King, Hugh and Dick will be attending Board meetings as Chairs of the Compensation, Audit and Risk and Investment Committees, respectively.
The Board unanimously approved the reappointment of the Foundation Consultants. H. Board and CEO Evaluations Retreat
Bobby reported that the Retreat is scheduled for Sunday, December 8, 2024 at The Breakers Hotel in Palm Beach, Florida in conjunction with the Grant Program Committee meeting. Lowell has agreed to facilitate and the agenda will include the CEO evaluation, board self-evaluation, and succession planning.
Bobby asked the Board to approve creating a Retreat Planning Committee composed of himself, the Board Chair and the Chair of the Governance & Nominating Committee. Malcolm asked if anyone else would like to be included in this Committee and there were no additional volunteers.
The Board unanimously approved appointing a 2024 Board Retreat Committee composed of Bobby, Malcolm and Bill.
4. CEO’s Report
Bobby explained that he would like to hire an Executive Assistant. This person could also be involved in some cross-training among the staff to help mitigate some of the key person risk that currently exists.
Bobby shared that the Governance Committee had received comments from the December 2023 retreat interviews expressing some concerns about the working structure between the CEO and the Board Chair. While acknowledging that it is an unconventional arrangement, Bobby wanted it clear that there is a very positive relationship between him and Malcolm. Malcolm’s presence brings both a shadow and shade to Bobby’s leadership as CEO. The shadow is an unintended consequence of Malcolm’s presence and respect of his leadership. The shade is an intended effort by Malcolm to support and encourage Bobby’s leadership. While both elements are real, the shadow is likely more evident to the Board. The shade (encouragement and support) occurs within the relationship of the Chair and the CEO. In Bobby’s view, the net effect of both the shadow and the shade is positive. JSF is in a season of transition. The unconventional structure would not be healthy long term, but it offers a net positive in the short term.
5. Board Chair’s Report
Malcolm reported this winter has given him the opportunity to meet with Bobby in person which is much nicer than over Zoom. Their monthly agenda include reviewing site visit plans and reports on operational overviews.
With his book completed and being well received, Malcolm is grateful for more time for volunteer work with Greater Sum and Exponent Philanthropy.
Education / A Powerful force for change Page 33