USGBC Board of Directors Teleconference (via WebEx) 10 May 2012 Minutes DRAFT Approved 23 July 2012

Transcription

1 USGBC Guiding Principle 4: Maintain Integrity Board Present: Officers: Beth Heider, Chair; Mark MacCracken, Immediate Past Chair; Al Skodowski (3:10pm EDT), Chair Elect; Lisa Shpritz, Treasurer; Punit Jain, Secretary; Rick Fedrizzi, President/CEO (ex-officio, non-voting). Directors: Marge Anderson, George Bandy, Anthony Bernheim, Stephen Bushnell, Fiona Cousins (3:06pm EDT), Walter Cuculic (3:10pm EDT), John Dalzell, Dennis Maloskey, Kirsten Ritchie, Joe Sanches (3:06pm EDT), Gary Saulson, Tom Scarola, Elizabeth Whalen. Advisors: Howie Frumkin, Don Horn Board Absent: Carlton Brown, Majora Carter, Nathan Gauthier, Gary Saulson USGBC Staff Present: Alyssa Campagnoni, Jim Craig, Susan Dorn (General Counsel), Jennifer Druliner, Rachel Gutter, Jason Hartke, Scot Horst, Meredith Kennedy, Kimberly Lewis, Roger Limoges, Mahesh Ramanujam, Dan Slone (Outside Legal Counsel), Judith Webb Call to Order Board Chair Beth Heider called the meeting to order at 3:04pm EDT with the following agenda: 1. Roll 2. Quick Review of Agenda 3. Opening Round & Conflicts 4. Approve: 4/12 Board Call Minutes 5. Update: March 2012 Financials 6. Chapter Items: a. Approve: West Michigan/Detroit Regional Chapters Territory Change b. Approve: Chapter Status for USGBC South Dakota 7. Update: Mid-Year Meeting 8. Update: Greenbuild Update: Self-Nomination Period Open and Recruitment for 2013 USGBC Board of Directors 10. Update: Strategic Planning Steering Committee 11. Update: LEED Closing Round a. Update: Alignment of Strategic Plan Metrics and Staff Work Plan 13. Adjourn Item #12a was added to the agenda. A quorum was present. Opening Round & Conflicts In response to the request for declaration of any conflict of interest, no conflicts were declared. Approve: 4/12 Board Call Minutes Anthony Bernheim requested that the 4/12 Board call minutes specify that future appointments to the Green Building and Human Health Working Group must be approved by the Executive Committee. Anthony subsequently moved to approve the 4/12 Board call minutes as amended, seconded by John Dalzell. The motion was approved unanimously. Fiona Cousins and Joe Sanches joined the call at 3:06pm EDT.

2 Update: March 2012 Financials Jim Craig, Chief Financial Officer, presented updated financials through March He attributed a positive bottom line to continued expense control and greater revenue from certification than projected. USGBC completed 1,351 certification phases in March compared to a budgeted count of 1,055. Walter Cuculic and Al Skodowski joined the call at 3:10pm EDT. Chapter Items: Approve: West Michigan/Detroit Regional Chapters Territory Change Meredith Kennedy, Manager, Chapter Community, presented a request to approve a territory change between the Detroit and West Michigan Chapters of USGBC. She indicated the counties in the Upper Peninsula of Michigan were not included within either Chapter s territory at the time of the call, and that the West Michigan Chapter would extend its operations to include the Upper Peninsula which has seen a recent increase in green building activity. All of Ingham County, which includes Lansing, would be served by the West Michigan Chapter if the territory change was approved. Meredith stated that the Chapter Steering Committee reviewed this request and recommended it for approval of the Board of Directors. At the request of Steve Bushnell, General Counsel Susan Dorn briefly described the legal relationship between USGBC and USGBC Chapters. Dennis Maloskey made a motion to approve the transfer of half of Ingham County from the Detroit Chapter to the West Michigan Chapter, and the addition of the counties in the Michigan Upper Peninsula to the West Michigan Chapter as depicted in the attachment. Punit Jain seconded the motion which was approved unanimously. Chapter members residing in Ingham County would subsequently be able to join either or both chapters; however, West Michigan would officially service the entire area and collaborate with the Detroit Regional Chapter as appropriate. Approve: Chapter Status for USGBC South Dakota Meredith Kennedy presented a request for the Board of Directors to recognize the South Dakota Provisional Chapter as a full USGBC Chapter. She indicated that the Chapter Steering Committee reviewed the request on 7 March and recommended it for approval of the Board. Meredith highlighted that the following steps had been taken by the leaders of the South Dakota Provisional Chapter over the past two years: The South Dakota Provisional Chapter received a 501c3 determination letter from the IRS. The South Dakota Provisional Chapter recently came under new leadership that is dedicated to becoming a full Chapter and growing their capacity to better serve their region. The Heartland Regional Committee had recently been in contact with the South Dakota Provisional Chapter leadership to assist with the transition, and endorsed the Provisional Chapter to be recognized as a full Chapter. Chapter territory is clearly defined by all of the counties within the state of South Dakota.

3 Anthony Bernheim inquired about the financial stability of the Provisional Chapter, and Meredith indicated they have an 80% self-sustaining budget and grant funding was expected. Mark MacCracken made a motion to recognize the South Dakota Provisional Chapter as a full Chapter of USGBC. Dennis Maloskey seconded the motion which was approved unanimously. Update: Mid-Year Meeting Beth Heider described the Mid-Year Meeting in San Antonio, TX on July as an opportunity for the Board to interact with various key volunteer groups and engaged stakeholders. She stated the Board would meet with the LEED, Chapter, and Education Steering Committees during the morning of 24 July and that a Town Hall Meeting for the next Strategic Plan would take place that evening. She indicated the Board would be prepared with materials in advance. Kimberly Lewis, Senior Vice President, Community Advancement and Conferences & Events, informed the Board that 2-3 representatives from each of the USGBC Chapters would be in attendance. The Chapter Leader Retreat, as well as the Green Schools Symposium, was scheduled for July. Alyssa Campagnoni, Manager, Governance, reminded the Board to book their flights to San Antonio and register before the 29 May deadline. She requested that directors interested in attending the Chapter Leader Retreat or Green Schools Symposium let her know via as soon as possible. Update: Greenbuild 2012 Kimberly Lewis provided an update on the Greenbuild International Conference and Expo in San Francisco, CA on November. She indicated the educational program was finalized and attendee registration would open in early June. At the time of the call, 60% of the designated hotel block had already been reserved by conference attendees. Roger Limoges, Vice President, Organizational Development, indicated that the Board would receive one complimentary conference registration and three nights at the Intercontinental Hotel. Alyssa Campagnoni would send details to the Board when registration was open. Beth Heider inquired about any meetings of the World Green Building Council and International Summit which would coincide with the Greenbuild dates. Kimberly Lewis stated that a comprehensive schedule, including such events, would be available to the Board during the first week in June and provided at the Mid-Year Meeting. Rachel Gutter, Director of the Center for Green Schools, informed the Board that the Greenbuild scholarship application was open through 10 August on the Center for Green Schools and Greenbuild websites. Rachel indicated that all-expense paid trips to Greenbuild would be awarded to students, faculty, staff, and other stakeholders within the higher education sector. These scholarships would promote diversity and social equity within the green building industry and the green schools movement. Update: Self-Nomination Period Open and Recruitment for 2013 USGBC Board of Directors Walter Cuculic, Vice Chair, Nominating Working Group (NWG), provided an update on the election of the 2013 USGBC Board of Directors. He acknowledged the other members of the 2012 NWG as Gail Vittori; Chair, George Bandy, Mark MacCracken, and Vincent Pieri.

4 Walter reminded the Board of the open elected directorships on the 2013 Board: Facility Management & Operations, Energy, Developer/Real Estate Services, Educator (Post-Secondary), Public Health/Healthcare, and Site Designer. All directorships would be for three-year terms effective 1 January 2013, except for Site Designer which would be for a term of one year due to a seat vacancy. The self-nomination period would open on 16 May and remain open for sixty days. Walter indicated that staff compiled a nomination package and will utilize regular e-communications to announce the opportunity to serve o n the Board to the membership. The NWG would expand its membership by up to six members in early July to support the review of nominees. The NWG would recommend candidates for appointment to the Executive Committee, in accordance with USGBC s Policies and Procedures for Committees and Working Groups. Details on these appointments, along with the proposed Board election process and campaigning guidelines, would be brought forth for Board consideration and approval at the July meeting. Beth Heider thanked Walter for the important update and the hard work of the NWG. Update: Strategic Planning Steering Committee Beth Heider, Chair, shared the composition of the Strategic Planning Steering Committee: Beth Heider, Al Skodowski, Marge Anderson, George Bandy, Gail Vittori, Susan Kaplan, Mahesh Ramanujam, Kimberly Lewis, Roger Limoges, Jennifer Druliner, and Alyssa Campagnoni. She thanked those directors who expressed interest in serving on the committee and participating in the development of the next USGBC Strategic Plan and indicated that details on opportunities to provide input were forthcoming. Roger Limoges, Vice President, Organizational Development, reiterated to the Board there would be a Town Hall Meeting at the Mid-Year Meeting to address this significant task. Update: LEED 2012 Scot Horst, Senior Vice President, LEED, indicated that staff would open the fourth public comment period on 11 May and LEED 2012 would open for ballot on 1 June. Scot reminded the Board to opt-in to the consensus body by the 15 May deadline in order to vote. He indicated that 1,750 member organizations have opted in to date, the largest voting group since Scot provided a brief overview of the Energy & Atmosphere and Materials & Resources sections, for which staff received a significant number of comments from users. John Dalzell made a motion to move into Executive Session at 4:25pm EDT, inviting all present staff to remain on the call. Al Skodowski seconded the motion. Kirsten Ritchie made a motion to exit Executive Session at 4:58pm EDT, seconded by Punit Jain. Closing Round Update: Alignment of Strategic Plan Metrics and Staff Work Plan Beth Heider summarized the discussion of the USGBC Strategic Plan Metrics and 2012 Staff Work Plan which took place on the 9 May optional Board call. Mahesh Ramanujam, Chief Operations Officer, led the call which reviewed the alignment of these key organizational documents.

5 Beth indicated that a memo would be sent to the Board on 11 May with the 2012 Staff Work Plan and links to the strategic goal areas, objectives and metrics of the Strategic Plan. Mark MacCracken thanked Mahesh and his team for providing this evaluation. Beth requested the Board to review the documents carefully and indicated the Board would have one week to provide input to be sent to Alyssa. Adjourn Mark MacCracken made a motion to adjourn, seconded by Punit Jain. The meeting adjourned at 5:07pm EDT.

6 SCHEDULE B West Michigan Chapter Territory The USGBC West Michigan Chapter covers the entire Western half of the state of Michigan, which includes the 48 counties of Alger, Allegan, Antrim, Baraga, Barry, Benzie, Berrien, Calhoun, Cass, Charlevoix, Chippewa, Clare, Delta, Dickinson, Eaton, Emmet, Gogebic, Grand Traverse, Houghton, Ingham, Ionia, Iron, Isabella, Kalamazoo, Kalkaska, Kent, Keweenaw, Lake, Leelanau, Luce, Mackinac, Manistee, Marquette, Mason, Mecosta, Menominee, Missaukee, Montcalm, Muskegon, Newaygo, Oceana, Ontonagon, Osceola, Ottawa, Schoolcraft, St. Joseph, Wexford, and Van Buren. The West Michigan Chapter also covers part of the following county: Branch.

7 SCHEDULE B Detroit Chapter Territory The USGBC Detroit Regional Chapter covers the following 18 counties in the State of Michigan: Arenac, Bay, Genessee, Huron, Jackson, Lapeer, Lenawee, Livingston, Macomb, Monroe, Oakland, Saginaw, St. Clair, Sanilac, Shiawassee, Tuscola, Washtenaw, and Wayne. The Detroit Chapter also covers parts of the following 8 counties: Branch, Clinton, Gladwin, Gratiot, Hillsdale, Iosco, Ogemaw, and Roscommon.