Minutes of a Joint Meeting of the Board of Directors of the National September 11 Memorial and Museum at the World Trade Center Foundation, Inc. and the Board of Trustees of the National September 11 Memorial and Museum at the World Trade Center August 7, 2014 A joint meeting of the Board of Directors ( Memorial Board ) of the National September 11 Memorial and Museum at the World Trade Center Foundation, Inc. ( 9/11 Memorial ) and the Board of Trustees ( Museum Board, and together with the Memorial Board, the Board ) of the National September 11 Memorial and Museum at the World Trade Center ( Museum ) was held at the 9/11 Memorial Museum in New York, NY at 8:00 a.m. on August 7, 2014. Directors in Attendance Mayor Michael R. Bloomberg David Beamer (by phone) Paula Grant Berry Russell I. Carson Christine A. Ferer Anne Finucane Vartan Gregorian Patricia E. Harris Gerald Hassell Lee A. Ielpi Monica Iken Thomas S. Johnson (by phone) Peter M. Lehrer Ira M. Millstein Emily K. Rafferty Kevin M. Rampe Thomas H. Rogér (by phone) Jane Rosenthal Avi Schick Andrew M. Senchak Craig Stapleton Anne M. Tatlock Daniel R. Tishman 1
Carl Weisbrod John C. Whitehead (by phone) John Zuccotti Also in Attendance Joseph Daniels, President and Chief Executive Officer Jeffrey Tabak, Board Counsel, Weil Gotshal & Manges 9/11 Memorial Staff Present Nora Beirne, Intern, Office of the President Allison Blais, Chief of Staff Cathy Blaney, Executive Vice President of Development Marc Cima, Chief Technology Officer James Connors, Executive Vice President of Operations Michael Frazier, Senior Vice President of Communications and Digital Media Alice Greenwald, Executive Vice President of Programs, Director of Memorial Museum Christie Huus, Director of Sponsorships and Special Projects Noelle Lilien, General Counsel Irene Math, Chief Financial Officer Luis Mendes, Senior Vice President of Facilities, Design and Construction Abigail Mullins, Project Manager, Office of the President Natalie Pinkerton, Contract Administrator and Project Manager (minutes) Shelby Prichard, Deputy Chief of Staff Lynn Rasic, Executive Vice President of External Affairs and Strategy Julia Stutz, Development Initiatives and Corporate Membership Manager Lauren Weisberg, Executive Assistant to the President and C.E.O. Mayor Michael R. Bloomberg called the meeting to order at 8:11 a.m. and as the first order of business called for the approval of the minutes of a meeting of the Memorial Board held on May 1, 2014. Upon motion made and seconded, the following action was unanimously approved: Approval of Minutes (Memorial Board) RESOLVED, that the minutes of the meeting of the Memorial Board held on May 1, 2014, as presented to the Memorial 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 opened the Chairman s report by thanking the Board for its dedication over the years and complimenting staff for their efforts surrounding the Museum opening. Mayor Bloomberg reported that over 40,000 9/11 stakeholders had visited the Museum during the Dedication Period leading up to the Museum s public opening, and over 675,000 people had now visited the Museum. Mayor Bloomberg discussed a strategic planning process that would take place at both the staff and Board levels. Mayor Bloomberg closed his report by speaking to plans for the upcoming 9/11 2
anniversary ceremony, noting that it would be substantially similar to last year s ceremony, with the reading of victims names performed by 9/11 family members. Mr. Daniels then provided the President s report, noting the tremendous visitation to the Museum since opening to the public on May 21, 2014. Mr. Daniels reported that the Second Circuit recently ruled in favor of the 9/11 Memorial in a case brought by the American Atheists regarding the inclusion of the cross beam in the historical exhibition of the Museum. Mr. Daniels acknowledged the excellent pro-bono work of Mark Alcott and his team at Paul, Weiss, Rifkind, Wharton & Garrison in representing the 9/11 Memorial in this suit. Mr. Daniels continued by reporting on Museum visitation, earned revenue, and average Museum dwell times. Mr. Daniels then turned the Board s attention to a video about the Museum s dedication. Mr. Daniels then introduced a request that the Memorial Board approve the continued retention of Michael Ahern Production Services for the 2014 installation of Tribute in Light for a cost not to exceed $298,610. Mr. Daniels noted that part of these costs would be covered by a grant from the Lower Manhattan Development Corporation and the remaining funds were available in the 2014 approved budget. Upon motion made and seconded, the request was unanimously approved: Approval of Michael Ahern Production Services, Inc. ( MAPS ) Agreement (Memorial Board) RESOLVED, that the 9/11 Memorial is authorized to enter into an agreement with MAPS that (i) relates to the production of the Tribute in Light in 2014, and (ii) provides for an amount not to exceed $298,610, as described in the materials presented to the Board at this meeting; and it is FURTHER RESOLVED, the proper officers of the 9/11 Memorial, any one of whom may act without the joinder of any of the others, be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the 9/11 Memorial, to negotiate, execute and deliver the amendment of the MAPS agreement and to take any such other action as may be necessary, appropriate or appropriate to effect the foregoing (the taking of such action to be conclusive evidence that the proper officer deemed such action to be necessary, appropriate or advisable). Mayor Bloomberg then invited Mr. Millstein to present the Nominating, Governance and Compensation Committee ( Nominating Committee ) report. Mr. Millstein reported that following the Museum s receipt of its provisional museum charter in February, the founding trustees of the Museum Board had met and elected the remainder of the directors on the Memorial Board to be trustees of the Museum Board until such time as the Museum receives its 501(c)3 determination letter from the IRS, when the two entities would merge. Mr. Millstein then invited Jeff Tabak to continue the report. Mr. Tabak explained that the Nominating Committee had met the week prior in its capacity both as the Nominating Committee of the Memorial Board and as the original trustees of the Museum Board. Mr. Tabak stated that the Nominating Committee had reviewed changes to the by-laws, conflict of interest and whistleblower policies, and 3
Audit Committee charter due to the New York Nonprofit Revitalization Act of 2013 and recommended the adoption of these items by the Board. Mr. Tabak explained that all changes made to such policies further refined policies already in place. Mr. Tabak also presented the Museum Board Committee composition to the Museum Board for its approval. Upon motion made and seconded, the following items were unanimously approved: Amendment of By-Laws (Memorial Board) WHEREAS, on July 1, 2014, New York s Nonprofit Revitalization Act of 2013 (the Revitalization Act ) became effective, which included new governance and oversight rules applicable to New York not-for-profit corporations, including, but not limited to, increased responsibilities for audit committees and the removal of standing committees of boards of directors; WHEREAS, the Nominating, Governance & Compensation Committee has reviewed the proposed revisions to the By-Laws and recommends that the Memorial Board approve the By-Laws, as so amended; and WHEREAS, the Memorial Board deems it advisable and in the best interest of the 9/11 Memorial to amend its By-Laws, in accordance with Article IX of the By-Laws of the 9/11 Memorial, to implement the requirements of the Revitalization Act; RESOLVED, that the By-Laws of the 9/11 Memorial incorporating the changes necessary to comply with the requirements of the Revitalization Act, as described in the materials presented to the Memorial Board at this meeting, are hereby adopted, subject to the power reserved under such By-Laws to the Memorial Board to make, rescind, alter, amend or repeal such By-Laws. Amendment of By-Laws (Museum Board) WHEREAS, on July 1, 2014, New York s Nonprofit Revitalization Act of 2013 (the Revitalization Act ) became effective, which included new governance and oversight rules applicable to New York not-for-profit corporations, including, but not limited to, increased responsibilities for audit committees and the removal of standing committees of boards of directors; and WHEREAS, the Museum Board deems it advisable and in the best interest of the Museum to amend its By-Laws, in accordance with Article XII of the By-Laws of the Museum, to implement changes necessary to comply with the requirements of the Revitalization Act; RESOLVED, that the By-Laws of the Museum incorporating the changes necessary to comply with the requirements of the Revitalization Act, as described in the materials presented to the Museum Board at this meeting, are hereby adopted, subject to 4
the power reserved under such By-Laws to the Museum Board to make, rescind, alter, amend or repeal such By-Laws. Approval of Board Committee Composition (Museum Board) RESOLVED, that, the committees of the Museum Board shall consist of the Trustees set forth in Annex A hereto, and shall be chaired by the Trustees 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 Museum shall consist of the members set forth in Annex A hereto, and shall be chaired by the Trustees 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. Approval of Revised Conflict of Interest Policies (Memorial Board & Museum Board) WHEREAS, the Revitalization Act requires certain revisions to the Conflict of Interest Policies of the 9/11 Memorial and the Museum, as described in the materials presented at this meeting; and WHEREAS, the Nominating, Governance & Compensation Committee of the Memorial Board has reviewed the revised Conflict of Interest Policy and recommends that the Memorial Board approve such policy, as so revised; RESOLVED, that the revised Conflict of Interest Policies of the 9/11 Memorial and the Museum, as described in the materials presented at this meeting, are hereby ratified, approved and adopted; and it is FURTHER RESOLVED, that the proper officers of the 9/11 Memorial and the Museum, any one of whom may act without the joinder of any of the others, be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the 9/11 Memorial and the Museum, as applicable, to take any such action as may be necessary or appropriate to effect the foregoing resolution. Approval of Revised Whistleblower Policies (Memorial Board & Museum Board) WHEREAS, the Revitalization Act requires certain revisions to the Whistleblower Policies of the 9/11 Memorial and the Museum, as described in the materials presented at this meeting; and WHEREAS, the Nominating, Governance & Compensation Committee of the Memorial Board has reviewed the revised Whistleblower Policy and recommends that the Memorial Board approve such policy, as so revised; 5
RESOLVED, that the revised Whistleblower Policies of the 9/11 Memorial and the Museum, as described in the materials presented at this meeting, are hereby ratified, approved and adopted; and it is FURTHER RESOLVED, that the proper officers of the 9/11 Memorial and the Museum, any one of whom may act without the joinder of any of the others, be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the 9/11 Memorial and the Museum, as applicable, to take any such action as may be necessary or appropriate to effect the foregoing resolution. Approval of Amendments to the Audit Committee Charters (Memorial Board & Museum Board) WHEREAS, the Revitalization Act requires certain amendments to the Audit Committee Charters of Audit Committees of the Memorial Board and Museum Board (the Audit Committee Charters ), as described in the materials presented at this meeting; and WHEREAS, the Nominating, Governance & Compensation Committee of the Memorial Board has reviewed the proposed amendments to the Audit Committee Charter of the Audit Committee of the Memorial Board and recommends that the Memorial Board approve such charter, as so amended; RESOLVED, that the Audit Committee Charters, as amended and as described in the materials presented at this meeting, are hereby ratified, approved and adopted; and it is FURTHER RESOLVED, that the proper officers of the 9/11 Memorial and the Museum, any one of whom may act without the joinder of any of the others, be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the 9/11 Memorial and the Museum, as applicable, to take any such action as may be necessary or appropriate to effect the foregoing resolution. Mayor Bloomberg then invited Daniel Tishman to provide the Construction, Operations and Real Estate Committee ( CORE Committee ) report. Mr. Tishman reported on the status of facility operations and Museum punch list items, as well as a Memorial Plaza Revitalization Program and the status of the construction budget. Mr. Tishman then introduced a request recommended by the CORE Committee that the Memorial Board approve an extension of the contract with Environmental Tree and Design, Inc. for an amount not to exceed $1,500,000. Upon motion made and seconded, the following request was unanimously approved: Approval of Amendment of Environmental Tree and Design Contract WHEREAS, the Construction, Operations and Real Estate Committee of the Memorial Board (the CORE Committee ) has reviewed the terms of the proposed 6
amendment of the contract with Environmental Tree and Design, Inc. (the ETDI Contract ), as described in the materials presented to the Memorial Board; and WHEREAS, the CORE Committee recommends that the Memorial Board approve the amendment to the ETDI Contract; RESOLVED, that the 9/11 Memorial is hereby authorized to amend the ETDI Contract to provide for additional services and increase the contract by an amount not to exceed $1,500,000, as described in the materials presented to the Board; and it is FURTHER RESOLVED, that the proper officers of the 9/11 Memorial, any one of whom may act without the joinder of any of the others, be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the 9/11 Memorial, to negotiate, execute and deliver the amendment of the ETDI Contract and to take any such other action as may be necessary, appropriate or appropriate to effect the foregoing (the taking of such action to be conclusive evidence that the proper officer deemed such action to be necessary, appropriate or advisable). Mayor Bloomberg invited Anne Tatlock to present the Finance and Investment Committee report. Ms. Tatlock reported on the 9/11 Memorial s financial performance, noting that earned revenue was very strong. Ms. Tatlock also reported on private fundraising and also noted that cash flow was trending favorably due to revenue enhancement initiatives. Ms. Tatlock concluded her report noting that the quarterly balance sheet and income statement were provided in the materials distributed to the Board. Mayor Bloomberg then asked Christine Ferer to provide the Development Committee report. Ms. Ferer began by providing an update on recent major gifts. Ms. Ferer reported on several development initiatives, including the 2014 5K Run/Walk and Family Day and Soul Cycle event, along with the individual membership program. Ms. Ferer also discussed efforts to secure government funding. Mayor Bloomberg asked Paula Grant Berry to provide the Program Committee report. Ms. Berry reported on the interactive exhibits in the Museum, including the signing steel in Foundation Hall. Ms. Berry also reported on educational programming, specifically programs targeted to families and visitors with young children. Ms. Berry also noted that at its meeting on April 8, 2014, the Program Committee authorized the deaccession of Out of this World, a painting by Donna Glazer Pressman which has been in Museum custody since 2007. She stated that this action would facilitate acquisition of a substitute piece of identical theme by the same artist which has been in the collection of the Museum of the City of New York since 2002. The latter work is the artist s preferred version for Museum presentation. Mayor Bloomberg then invited Thomas Johnson to provide the Audit Committee report. Mr. Johnson stated that O Connor Davies had presented the results of its 2013 audit of the organization s financial statements, including the OMB Circular A-133 report 7
( A-133 ). The Audit Committee reviewed the report and recommended it to the Executive Committee, which accepted it in its July 21, 2014 meeting. Mr. Johnson noted that a copy of the audited financial statements was included in the Board s materials and copies of the A-133 were available from staff upon request. Additionally, Mr. Johnson noted that staff provided the Audit Committee with an update on business continuity planning, including a risk assessment that is currently underway. Mayor Bloomberg reminded the Board that the upcoming annual benefit dinner will be held on September 9, 2014 at Cipriani Wall Street. No further agenda items remained and the meeting was adjourned at 9:03 a.m. 8