National September 11 Memorial and Museum at the World Trade Center Foundation, Inc. Minutes of a Meeting of the Board of Directors.

Transcription

1 National September 11 Memorial and Museum at the World Trade Center Foundation, Inc. Minutes of a Meeting of the Board of Directors January 23, 2013 A meeting of the Board of Directors ( Board ) of the National September 11 Memorial and Museum at the World Trade Center Foundation, Inc. ( 9/11 Memorial ) was held at Gracie Mansion in New York, NY at 4:00 p.m. on January 23, Directors in Attendance Mayor Michael R. Bloomberg, Chairman Virginia S. Bauer David Beamer (via phone) Paula Grant Berry John P. Cahill Kenneth I. Chenault Keating Crown (via phone) Robert De Niro Christine A. Ferer Patricia E. Harris Lee Ielpi Monica Iken Thomas S. Johnson (via phone) Anthoula Katsimatides Peter M. Lehrer Julie Menin Ira M. Millstein Emily K. Rafferty Kevin M. Rampe (via phone) Thomas H. Rogér Jane Rosenthal Avi Schick Andrew M. Senchak Craig Stapleton Anne M. Tatlock Daniel R. Tishman Also in Attendance Joseph Daniels, President and Chief Executive Officer Nancy Cutler, Office of the Mayor, City of New York Kate D. Levin, Commissioner of Cultural Affairs, City of New York Jeff Tabak, Counsel to the Board, Weil Gotshal & Manges Andrew Woodworth, Weil Gotshal & Manges

2 9/11 Memorial Staff Present Allison Blais, Chief of Staff and Secretary Cathy Blaney, Executive Vice President of Development James Connors, Executive Vice President of Operations Michael Frazier, Vice President of Communications Alice Greenwald, Executive Vice President of Programs, Director of Memorial Museum David Langford, Chief Financial Officer Noelle Lilien, General Counsel Luis Mendes, Vice President of Design and Construction Abigail Mullins, Assistant to the Office of the President Natalie Pinkerton, Contract Administrator and Project Manager (minutes) Julie Pyun, Director of Development Lynn Rasic, Executive Vice President of External Affairs and Strategy Kai Twanmoh, Special Advisor, Office of the President Lauren Weisberg, Executive Assistant to the President and C.E.O. Mayor Michael R. Bloomberg called the meeting to order at 4:07 p.m. and as the first order of business called for a motion to approve the minutes of the September 20, 2012 and October 25, 2012 meetings of the Board. Upon motion made and seconded, the following resolution was unanimously approved: Approval of Minutes RESOLVED, that the minutes of the meetings of the 9/11 Memorial s Board of Directors ( Board ) held on September 20, 2012 and October 25, 2012, as presented to the Board, are hereby approved, and all actions taken by the directors present at such meeting, as set forth in such minutes, are ratified and approved as actions of the 9/11 Memorial. Mayor Bloomberg began by stating that the Memorial had received over five million visitors in the 2012 calendar year and more than 6.3 million visitors since opening in September He continued his report by discussing several financial matters, including efforts to obtain federal funding, recent fundraising, and projected cash flows. Mayor Bloomberg also noted options that were being explored to increase organizational revenue in He then announced that Andrew Senchak had been named the chair of the inaugural 9/11 Memorial 5K Run/Walk and Family Day ( Run/Walk ), which would take place on April 21, Mr. Senchak encouraged the Board to participate in the Run/Walk. Mayor Bloomberg asked Joseph Daniels to provide the President s report. Mr. Daniels further reported on visitation to the Memorial and also provided a report on anticipated actual figures as compared to the 2012 budget. Mr. Daniels provided an update on Superstorm Sandy recovery efforts, noting that the Memorial reopened after the storm on November 6, 2012 with limited operations, and returned to full operations on November 19, Mr. Daniels reported that none of the major artifacts currently in the Museum suffered irreparable damage. Further, he stated that the Port Authority of New York and New Jersey ( PANYNJ ) would be conducting a site-wide assessment, and that 9/11 Memorial staff is also reviewing potential additional design measures to minimize the risk of future flooding.

3 Mayor Bloomberg then asked Ira Millstein to provide the Nominating, Governance, and Compensation Committee ( Nominating Committee ) report. Mr. Millstein outlined two action items the Nominating Committee was recommending for approval: the first, a request to re-elect the 9/11 Memorial s Class II directors, and the second item a request to reaffirm the membership of the Board committees for 2013, as provided in distributed materials. Mr. Millstein also reminded the Board that conflict of interest questionnaires must be filled out annually by every director. Upon motion made and seconded, the following two items were unanimously approved: Re-Election of Class II Directors RESOLVED, that the following persons are hereby re-elected to the Board to serve, in accordance with the By-Laws of the 9/11 Memorial, as Class II Directors for a term expiring at the Annual Meeting of the Board in 2015 or until his or her successor has been duly elected and qualified: Mayor Michael R. Bloomberg Ms. Paula Grant Berry Mr. John P. Cahill Mr. Russell L. Carson Mr. Kenneth I. Chenault Mr. Billy Crystal Ms. Christine A. Ferer Ms. Anne Finucane Dr. Vartan Gregorian Ms. Patricia E. Harris Mr. Lee Ielpi Mr. Thomas S. Johnson Mr. Robert Kasdin Ms. Anthoula Katsimatides Mr. Ira M. Millstein Ms. Emily K. Rafferty Mr. Kevin M. Rampe Dr. Judith Rodin Ms. Jane Rosenthal Mr. E. John Rosenwald, Jr. Mr. Avi Schick Mr. Andrew M. Senchak Amb. Craig Stapleton Mr. Daniel R. Tishman

4 Approval of Board Committee Composition RESOLVED, that the standing committees of the Board shall consist of the Directors set forth in Annex A hereto, and shall be chaired by the Directors specified on Annex A, in each case until the next annual meeting of the Board or until their earlier resignation or removal by the Board; and it is FURTHER RESOLVED, that the committees of the 9/11 Memorial shall consist of the members set forth in Annex A hereto, and shall be chaired by the Directors specified on Annex A, in each case until the next annual meeting of the Board or until their earlier resignation or removal by the Board. Mayor Bloomberg asked Daniel Tishman to provide the Construction, Operations and Real Estate Committee ( CORE Committee ) report. Mr. Tishman reported on recent executive construction meetings, chaired by himself and Vice Chairman of the PANYNJ Scott Rechler. He stated that construction on the Museum was progressing despite delays from Superstorm Sandy, and that attention was focused on establishing an opening date for the Museum. Mayor Bloomberg asked Anne Tatlock to provide the Finance and Investment Committee ( Finance Committee ) report. Ms. Tatlock reviewed certain revenue and expense impacts. She went on to state that the Finance Committee had reviewed the proposed 2013 budget and recommended its approval. Upon motion made and seconded, the following action item was unanimously approved: Approval of the 2013 Operating Budget RESOLVED, that the operating budget of the 9/11 Memorial for Fiscal Year 2013 (the 2013 Operating Budget ), as presented to the Board, is hereby approved and adopted; and it is FURTHER RESOLVED, that the President of the 9/11 Memorial and the Chief Financial Officer of the 9/11 Memorial are authorized and directed to implement and carry out the 2013 Operating Budget, and shall inform the Finance & Investment Committee of material variances from the 2013 Operating Budget. Mayor Bloomberg then asked Paula Grant Berry to provide the Program Committee report. Ms. Berry began by reporting on artifact remediation following Superstorm Sandy, reiterating to the Board that no long term damage to the artifacts was incurred. She stated that the Program Committee had reviewed two films to be presented in the Museum at its last meeting. Concluding her report, Ms. Berry noted that the minutes from two Program Committee meetings were provided to the Board detailing items recently deaccessioned in accordance with the Museum s collections policy. Mayor Bloomberg asked Thomas Johnson to give the Audit Committee report. Mr. Johnson stated that at its last meeting the Audit Committee reviewed and approved the 2013 Internal Audit plan and the Audit Committee and Internal Audit Charters. He noted that the Audit Committee had reappointed firm O Connor Davies as the 9/11 Memorial s Independent External Auditors for the 2012 External Audit Cycle, which would commence in February. Mayor Bloomberg asked Christine Ferer to provide the Development Committee report. Ms. Ferer began by providing an update on recent major gifts, as well as efforts to secure federal appropriations for ongoing operations. Ms. Ferer then reported on several development initiatives

5 including the donor wall, Run/Walk, Signs of Support, the direct mail program, and the cobblestone campaign. No further agenda items remained and the meeting was adjourned at 5:06 p.m.