Page 34 - April JSF Report

BOARD OF DIRECTORS MINUTES (DRAFT) (2)
6) Meeting Leadership Policy
It is prudent to have such a policy in place.
The Board unanimously approved the Meeting Leadership Policy as presented. B. Conflict of Interest
The 2023 Conflict of Interest Statements were provided in the meeting materials. Directors were asked to submit their statements to the Foundation office for recording.
C. Board Retreat
Bobby reported that the Board Retreat is scheduled for Sunday, December 3, 2023 at The Breakers Hotel in conjunction with the Grant Program Committee meeting. He 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 2023 Board Retreat Committee composed of the Bobby, Malcolm and Bill.
D. Financial Consultant
Dick was excused from the meeting.
Bobby explained that the new Financial Controller will be joining the staff in mid-June. Dick will remain as CFO through the end of July. Beginning August 1st, Bobby suggests creating a new Financial Consultant position to retain Dick and his expertise to assist the Financial Controller and the CEO. The compensation terms of the agreement would be negotiated between Dick and the Chair of the Board. The current thought is that Dick’s greatest contribution to sharing institutional knowledge and onboarding the Financial Controller would likely be in the first year. Consequently, an agreement might be for one year or until consultant contracts are normally renewed at the March 2024 Board meeting.
There being no other questions to Bobby, Bobby and Sharon were excused from the meeting.
The Committee discussed the responsibilities of this position and the negotiation process for the terms. It was suggested that the auditors (Templeton & Associates) be consulted regarding the position. The Board supported the retention of Richard Krause as a consultant for a one year term commencing July 31, 2023. Malcolm, as Chair of the Board, will negotiate the compensation terms. The proposal is that the position pay rate be similar to the other consultants plus $7,500 to serve as the Chair of the Investment Committee. It was noted that the new Financial Controller should also participate in the Investment Committee meetings.
Bobby and Sharon returned to the meeting. Sharon resumed taking minutes.
Bobby was asked why the new employee will be the Financial Controller and not the Chief Financial Officer. Bobby explained that over time, the financial staff work of JSF has evolved through outsourcing. The current needs of the Foundation are more appropriately communicated through the title of Financial Controller. The new hire is agreeable to this, including the lower salary range than what would be offered to a CFO. Dick was making about $260,000/year. The new position will pay $175,000/year.
The Board unanimously approved the Financial Consultant position for Dick Krause for August 1, 2023 to July 31, 2024, with the compensation terms to be negotiated between him and the Chair of the Board.
Dick returned to the meeting.
Page 32 April Report