Page 35 - April JSF Report

BOARD OF DIRECTORS MINUTES (DRAFT) (3) E. Election of Officers & Approval of Committee appointments
The slate of officers for the Foundation for 2023/2024 had been circulated and is attached as Attachment “A”.
Malcolm presented his appointment of committee members for 2023/2024, which had been circulated and is attached as Attachment “B”. Malcolm asked if anyone desired to be added or removed from any of the committees and there were no requests. It was noted that the new Financial Controller and, if elected, new Director will be added to one or more committees at the Board’s September meeting.
The Board unanimously elected the Foundation officers and approved the committee membership as shown on Attachments “A” and “B” to these minutes.
F. Reappointment of Foundation Consultants
Bobby reported that he had spoken individually with Hugh Brown, David Blaikie, Sherry Salway Black, King Jordan, 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 recommended that they be reappointed. Both King and Hugh will be attending Board meetings as Chairs of the Compensation and Audit and Risk Committees, respectively.
The Board unanimously approved the reappointment of the Foundation Consultants.
4. Board Chair’s Report
Malcolm reported that his book is in the final editing stage and expected to be completed by April. It is set to go to print in September.
5. Health Benefits
Bobby, Dick and Sharon were excused from the meeting. Bill Corwin took the minutes of this discussion.
A memo was distributed to the Board from Malcolm regarding the issue of medical benefits for Susan Krause. Malcolm stated that this suggestion is coming from him and not from Bobby, as Malcolm was surprised to recently learn that the CEO’s spouse is not covered under JSF’s health insurance policy.
On behalf of the Compensation Committee, King reported that he had researched this issue at Malcolm’s request. He found that the large majority of foundations make health benefits available to spouses of foundation CEOs, with different approaches to how much is paid for the spouse. King also consulted an attorney who stated most nonprofits pay at least some amount of health benefits to spouses. King has conveyed this to the Compensation Committee, which agrees that it is reasonable for JSF to pay such a benefit. It was suggested that Bobby’s contract be modified to include this.
During discussion of the matter, it was noted that as part of the overall compensation package when the CEO contract was negotiated, payment for health coverage was included for Bobby only. It was also noted that this is possibly a significant cost and should be considered as additional compensation when the topic of future compensation is discussed. After further discussion, it was moved and seconded that the foundation cover the cost of Susan’s health insurance.
King clarified that the Compensation Committee agreed that it was a good idea to not just offer coverage for Susan, but to pay for the coverage.
It was suggested that the Board may want to reevaluate the charge of the Compensation Committee at some point.
It was clarified that the motion was to amend the employment contract to extend benefits to Susan Krause, and it was agreed that this will be a factor in future discussions of Bobby’s compensation. Motion passed.
Bobby, Dick and Sharon returned to the meeting. Sharon resumed taking minutes.
Page 33 HORIZONS