MINUTES BOARD OF DIRECTORS MEETING INTERNATIONAL LUTHERAN LAYMEN'S LEAGUE

Transcription

1 BOD /2016 MINUTES BOARD OF DIRECTORS MEETING INTERNATIONAL LUTHERAN LAYMEN'S LEAGUE Sheraton Westport Chalet Saint Louis, Missouri Friday-Saturday, April 15-16, 2016 In Attendance: Chairman Philip Krauss II, Treasurer Paul Pettit, Secretary Janice Wendorf, Londa Borer-Skov, Jack Ficken, Richard Gast, Gretchen Jameson, Kay Meyer, Leonard Pranschke, Andreas Schwabe, Weldon Schwiebert, Richard Sindlinger, William Snow, LHM President & CEO Kurt Buchholz, Ex Officio; Pastoral Advisor Rev. Bill Tucker, Ex Officio Absent: Vice Chairman Phillip Johnson Staff of Lutheran Hour Ministries attended portions of the meeting at the request of the President & CEO. The Budget and Finance Committee met on Thursday afternoon, April Friday, April 15, 2016, Philip Krauss II, Chairman, called the meeting to order at 8:45 a.m. 02 Rev. Bill Tucker, Pastoral Advisor, and Rev. Jay DeBeir, Vice President of Strategic Alignment, were introduced to the Board. 03 Pastoral Advisor Tucker led the opening devotion based on Ephesians 3: Chairman Krauss shared opening comments including a letter dated April 6, 2016 from Mathew Block, LCC Liaison, stating he is resigning from his role as Liaison to LHM, due to a family move that will place him too far from an international airport. The letter was included in the notebook of Board materials. Rev. Timothy Scharr has also resigned from his role as The Lutheran Church Missouri Synod Liaison to LHM, due to personal reasons. Motion 2015/16-43 Motion was made to adopt the resolution of appreciation for the service of the Rev. Timothy Klinkenberg as Pastoral Advisor to the International Lutheran Laymen s League Board of Directors for the past four years. Motion was seconded and carried by voice vote. Motion 2015/16-44 Motion was made to approve the consent agenda including: approval of the meeting agenda; approval of the January 2016 minutes; approval of motion to approve power of attorney appointment authority. Motion was seconded and carried by voice vote.

2 BOD / Gretchen Jameson facilitated a discussion of Boards that Make a Difference as part of the ongoing education of the Board. 06 Kurt Buchholz, President & CEO, reported on the task force: Policy Manual Consultant. Board members had received revised policy manual after the January meeting concluded and were to relay any concerns or questions about the manual. Motion 2015/16-45 Motion was made on behalf of the Budget and Finance Committee to approve additional policy The CEO will not fail to build and maintain an operating reserve equal to 23% of the previous fiscal year s actual ministries operating expense net of gifts in-kind. Motion carried by voice vote. Motion 2015/16-46 Motion was made to accept and approve the Governance Manual as presented. Motion was seconded and carried by voice vote. 07 Leonard Pranschke offered the meal prayer 08 The Board went into recess. 09 The meeting reconvened at 1:00 p.m. 10 Pastor Bill Tucker was installed and commissioned as Pastoral Adviser by the Rev. Dr. Gregory Seltz. 11 President & CEO Buchholz gave the President & CEO s report. Rev. Gregory Seltz, Speaker of the Lutheran Hour greeted Board members as fellow Sent ones, reminding them of the words of Jesus, You will be my witnesses. Stephen Klinck, LLL-Canada Managing Director, reported that thirteen Project Connect booklets have been translated into French and booklets may be translated into Chinese and other languages. Finances are adequate for their operations. Work continues in their partner ministry center in Nicaragua. The 50 th Anniversary of LLL-Canada is in 2017; a separate corporation was set up in President & CEO Buchholz introduced Ken Ohlemeyer, Director of Marketing & Creative Services, who shared his background and experiences and his responsibility to oversee the brand. The promotional video for the new LHM resource We the Church was viewed. This is an effort to respond to the question, how does the Church impact the culture? President & CEO Buchholz shared the leadership/management theme Wins on the Board and cited the following wins : o LHM Sunday materials 742 orders this year vs. 400 last year; fewer dollars spent, greater impact o 40 volunteers enlisted for SENT initiative

3 BOD /2016 o $7.6 million in planned giving versus $500,000 previous year o $50 million toward the 5-year plan goal of $250 million o Restructuring US Ministries based on the people LHM serves in three areas: Mass Media; Thred; Resources and Training o The Lutheran Hour is closing in on one million listeners o New DVD We the Church o Second Martin Luther DVD set to premiere in July Increase of 6 million people reached in International Ministries New ministry centers in Turkey; Laos in February ,000 views of the Easter whiteboard video on Facebook Website redesigned with the user in mind 40 staff members attended Bible study led by Rev. DeBeir, including deployed staff; Board members are invited to attend also; next class April 20; studies held every other Wednesday at noon Improved internal communication 12 Paul Pettit, Treasurer and Chair of the Budget & Finance Committee, presented February financials on behalf of the committee. Motion 2015/16-47 Motion was made on behalf of the Budget and Finance Committee to accept the financial report and file it for audit. Motion carried by voice vote. 13 Treasurer Pettit presented the 2016/17 Annual Financial Plan to the Board on behalf of the Budget & Finance Committee. Motion 2015/16-48 Motion was made on behalf of the Budget and Finance Committee to approve the 2016/2017 Annual Financial Plan. Motion carried by voice vote. 14 Chairman Krauss reported on the meeting of the Executive Committee. The report is part of the docket for this meeting. 15 William Snow, Chair of the Audit Committee, reported for the committee. Motion 2015/16-49 Motion was made on behalf of the Audit Committee recommending approval of the proposal presented to International Lutheran Laymen s League by the Certified Public Accounting firm of Brown, Smith, Wallace, for performing LHM s annual financial audits for the 2016, 2017, 2018 fiscal years of $34,300/year (that includes the $850 fee for preparation of Federal 990). (The fees for forward years of 2017 and 2018 assumes that the scope of services required does not change significantly from year to year and that any changes in generally accepted accounting practices do not have significant impact of hours necessary to complete the audits.)

4 BOD /2016 Motion carried by voice vote 16 Janice Wendorf, Secretary and Chair of the Board Development Committee, reported on behalf of the committee. The minutes of the committee s meeting are part of the docket. The committee has requested that the discussion of the results of the Board Self Evaluation be moved to Executive Session. 17 Jack Ficken, Chair of the Compensation and Evaluation Committee, reported the committee did not meet and has no report. 18 Secretary Wendorf, Chair of the Election Committee, reported that the two LHM staff assigned to this committee are Chad Fix and Curt Wittbracht. The committee will meet via phone prior to June 15 to verify and confirm the results of the election. Included in the Board docket is a copy of the election materials that are being mailed to the members. Deadline for receipt of ballots is May 30, Board members were reminded to encourage those in their congregations and spheres of influence to vote early and to vote electronically, if possible. 19 Andreas Schwabe reported for the Fund Development Committee in the absence of Phil Johnson, Chair of the Fund Development Committee. He said that the work and report of the committee had already been addressed during the Budget and Finance Committee report. 20 Dick Gast, Chair of the Nominations Committee, reported the committee did not meet and has no report. Motion 2015/16-50 Motion was made to go into Executive Session. Motion was seconded and carried by voice vote. Motion 2015/16-51 Motion was made to go out of Executive Session. Motion was seconded and carried by voice vote. 21 Dick Sindlinger offered the closing prayer 22 The Board went into recess. Evening activity included a reception and banquet with concluding students and their spouses from Concordia Seminary, St. Louis. 23 The meeting reconvened Saturday April 16, at 8:45 a.m. 24 Pastoral Advisor Tucker led the opening devotion, we are God s masterpiece, based on Ephesians 2: Motion 2015/16-52 Motion was made to approve the resolution, Authorization to Approve 403 (b) Withdrawals: Resolved, that any one of the following people be authorized to approve all past and current employee non-retirement withdrawals from their

5 BOD /2016 accumulated tax deferred 403 (b) plan funds: Kalyn Brantley-McNeal; Julie Atwood-Wise; Jerome DeBeir. Motion seconded and carried by voice vote. 25 Chairman Krauss gave a report on the Board International Monitoring trip, which took place March 4 to 12, In addition to Chairman Krauss, Kay Meyer and Weldon Schwiebert went on the trip. The spouses of all three Board members also participated. As future trips are planned Board members are to carefully evaluate their physical stamina and the significant investment of time and effort, before, during, and after the trip, as they consider their (and their spouse s) participation in the trips. 26 President & CEO Buchholz announced that the destination for the 2017 Board Monitoring trip will likely be Africa, specifically Kenya and Uganda. By the July meeting the decision should be made as to who is going to participate in the trip. 27 Schwiebert reported on his attendance as the Board representative to the LHM Foundation Board of Trustees meeting that preceded this meeting. Jack Kidwell is the new chairman of the Board of Trustees. Much of what was covered at the meeting has already been reported to this Board. 28 President & CEO Buchholz pointed out the information in the Int l LLL 100 th Anniversary Update provided in the docket materials. 29 President & CEO Buchholz presented the proposed future meeting dates for the Board. Motion 2015/16-53 Motion was made to approve the dates of January 19, 2018 (Online meeting), and April 19-21, 2018 (St. Louis, Missouri). Motion was seconded and carried by voice vote. 30 President & CEO Buchholz reported that research is being conducted on an online portal to manage all Board documents. More information and a demonstration will be shared at the July meeting. 31 Future Board Meetings: July 7-8, 2016; Concordia University Wisconsin (prior to the LCMS convention being held in Milwaukee) October 20-23, 2016; Union Station; St. Louis MO 100 th Anniversary Celebration and 2016 Int l LLL Convention January 20, 2017; St. Louis MO; online April 20-22, 2017; St. Louis MO July 20-22, 2017; St. Louis MO October 19-21, 2017; St. Louis MO January 19, 2018; St. Louis MO; online April 19-21, 2018; St. Louis MO

6 BOD / Chairman Krauss led the Board in an informal meeting evaluation. 33 Schwabe offered the closing prayer. Motion 2015/16-54 Motion was made to adjourn the meeting. Motion was seconded and carried by a standing vote. 34 Meeting adjourned at 10:45 a.m. 35 On May 10, 2016, CEO Kurt Buchholz sent the following to all Board members: We are being required by the title company handling the sale of the Camp Cedarbrook property in Indiana to provide board action authorizing myself and Larry Prichard to execute the sale. Jim Dankenbring, our corporate counsel, has assured us that we can accomplish this without calling a meeting. We are finalizing the resolution now and Kimberly Millan will be ing it to each of you later today. This only works if the vote is unanimous so if you have any concerns please do not hesitate to call me. Board members were instructed to read and understand the resolution; if the Board member approved, they were to date and sign the document above their name. The document was then scanned and ed back to Kimberly Millan before May 12. Respectfully submitted by, Janice Wendorf, Secretary

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15 BOD A /2016 MOTION OF BOARD POWER OF ATTORNEY APPOINTMENT AUTHORITY WHEREAS, THE FOREIGN OFFICES OF THE INTERNATIONAL LUTHERAN LAYMEN S LEAGUE/LUTHERAN HOUR MINISTRIES REQUIRE GRANTS OF AUTHORITY TO CONDUCT THE BUSINESS OF THE LEAGUE AT SUCH LOCATIONS; AND WHEREAS, THIS AUTHORITY HAS HISTORICALLY BEEN GRANTED ON AN AS-NEEDED BASIS THROUGH THE USE OF POWERS OF ATTORNEY AUTHORIZED BY THE BOARD OF DIRECTORS; AND WHEREAS, THE BOARD OF DIRECTORS DESIRES TO DELEGATE AUTHORITY TO ISSUE AND SIGN POWERS OF ATTORNEY FOR CERTAIN ROUTINE BUSINESS MATTERS AT SUCH LOCATIONS TO CERTAIN AGENTS OF THE INTERNATIONAL LUTHERAN LAYMEN S LEAGUE/LUTHERAN HOUR MINISTRIES. NOW, THEREFORE, BE IT RESOLVED, THAT ANY TWO OF THE FOLLOWING INDIVIDUALS: KURT S. BUCHHOLZ DOUGLAS L. RUTT JEROME A. DEBEIR ACTING JOINTLY HEREUNDER MAY ISSUE AND SIGN POWERS OF ATTORNEY APPOINTING AND AUTHORIZING INDIVIDUALS TO ACT ON BEHALF OF THE INTERNATIONAL LUTHERAN LAYMEN S LEAGUE/LUTHERAN HOUR MINISTRIES AT SUCH FOREIGN MINISTRY CENTERS FOR CERTAIN MATTERS AS MORE FULLY EXPLAINED HEREIN, AND FURTHER BE IT RESOLVED THAT THE BUSINESS MATTERS FOR WHICH SAID AGENTS MAY DELEGATE AUTHORITY TO ACT ON BEHALF OF THE INTERNATIONAL LUTHERAN LAYMEN S LEAGUE/LUTHERAN HOUR MINISTRIES SHALL INCLUDE, BUT NOT BE LIMITED TO THE FOLLOWING: 1. THE PURCHASE OR SALE OF REAL ESTATE OR PERSONAL PROPERTY 2. THE OPENING OR CLOSING OF ANY BANK ACCOUNT; AND 3. THE ENTERING INTO OF ANY CONTRACT NECESSARY TO THE OPERATION OF THE FOREIGN OFFICE AND FINALLY, BE IT RESOLVED, THAT ANY POWER OF ATTORNEY GRANTED BY SUCH INDIVIDUALS TO ANY OVERSEAS OFFICE BE OF A DURATION OF NOT MORE THAN TWO (2) YEARS.

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