Page 36 - October 2023

BOARD OF DIRECTORS’ MEETING MINUTES (DRAFT) (3)
knows well. Malcolm raised the matter with Bobby and asked why he hadn’t told or invited Malcolm and why bring Bea 2000 miles to site visits when he was a few miles away? Bobby explained that he had put the visits together in a hurry and didn’t think about Malcolm being so close. Afterwards Malcolm called Bea and David, who both told him that they thought that he knew about these site visits. Bobby and Malcolm met the next week for about an hour and discussed changes that might ensure that this type of thing does not recur.
This incident made Malcolm realize that his oversight and supervision of Bobby has been insufficient. He apologized to the Board. In the past Malcolm has congratulated himself for being “hands off ” and giving Bobby the freedom to put his own stamp on the organization. This is not an “Abilene” problem, but it is a close cousin. It is natural for Malcolm (and the rest of the Board) to assume that Bobby is doing things right because we want this to be so. Be that as it may, Bobby is an employee of the Foundation and the Board’s duty as fiduciaries is to supervise him, not make assumptions.
Malcolm and Bobby have discussed potential remedies. One is a list of site visits and potential site visits, which they would discuss at each of their monthly meetings. A second would be a list of grant opportunities that are being investigated or pursued. Malcolm asked the meeting for feedback and suggestions. The Board agreed that board supervision poses challenges as most of Bobby’s work takes place out of the presence of the Board. There was general agreement that the site visits seem to take place on short notice and that the process would be improved with more notice given to directors asked to participate. The NIFO (nose in, fingers out) governance approach was referenced. It was also suggested that Malcolm and Bobby might benefit from a mediated conversation once a year, with Lowell or some other consultant.
Bobby, Dick, Tommy, Sharon, Hugh and King returned to the meeting. Bobby was advised that the Board affirmed his goals for the coming year.
6. Committee Reports and Business A. Audit & Risk Committee
Hugh reported the Committee had received a mail out of information in June and met in person yesterday. The Committee reviewed the listing of insurance policies the Foundation holds, including the recently purchased cyber security policy.
There appears to have been a smooth transition from Dick to Tommy. The Committee opined that overall oversight seems more than adequate and the Committee is quite satisfied with the staff and consultants.
B. Compensation Committee
King reported that the Committee had reviewed the updated health insurance premiums information and found it acceptable.
There was discussion regarding the Committee Charge, which needs to be updated because it includes language about the CEO and CFO being related. King has spoken to the Chair of the Governance and Nominating Committee regarding this Committee’s role in bringing Committee Charges to the Board for revision.
C. Executive & Finance Committee
Malcolm reported that the Committee has not met since March as there was no business to be addressed.
D. Governance & Nominating Committee
Bill reported that the Committee continues to review the list of potential Directors. He advised that the committee has potential prospects and is open to new recommendations. The idea is to onboard one or two directors in 2025 to fill vacancies that will occur in 2026. Ideally, there will be at least one year’s overlap for mentoring by current Directors. The Board also noted that it needs to plan for a new Board Chair in 2026.
The Committee reviewed the newly adopted recruitment process which has been used for Angelique and felt it had worked well. Angelique expressed that she felt it was very well done, very intentional, and very professional. She appreciated the high touch and enjoyed the orientation videos.
Page 34 October Report