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DRAFT of 3-10-2015
International Institute of Rural Reconstruction
Minutes of the Meeting Board of Trustees held on December 10, 2014
A meeting of the Board of Trustees of the International Institute of Rural Reconstruction (the
“Board”) was held at the offices of Cleary Gottlieb Steen & Hamilton LLP, 450 Park Avenue,
28th Floor, New York, NY, starting at 9:25 am on December 10, 2014.
James F. Kelly, Chair, presided. The following Trustees were present:
David Bassiouni
Isaac Bekalo, President of IIRR
James C. Diao
James F. Kelly
Victoria T. Melendez
James F. Munsell
Mary Racelis
Dane Smith
Lisa Milton participated by teleconference for part of the meeting.
Also present were Katherine Goff, United States office manager of the International Institute of
Rural Reconstruction (“IIRR”) and Shira Kaufman of Cleary Gottlieb Steen & Hamilton LLP.
Welcoming Remarks, New Trustees
Mr. Kelly welcomed the Trustees to the Meeting, announcing that at their meeting immediately
prior to this Meeting, the Members of IIRR, which he reminded the Board is a membership
corporation organized under the law of the State of Delaware, had reelected the current Trustees
and elected Ricardo A. Anzaldua, Executive Vice President & General Counsel of Metropolitan
Life Insurance Company (who is also the General Counsel of IIRR), and James F. Munsell, a
Senior Counsel of Cleary Gottlieb, as new Trustees of IIRR.
Approval of the Minutes of the Meeting of the Executive Committee of the Board of
Trustees (the “Executive Committee”) Held on September 17, 2014
Mr. Kelly proposed the approval of the minutes of the Executive Committee held on September
17, 2014 (the “Sept. 17 Minutes”). The Trustees approved the September 17, 2014 Minutes.
Approval of the Meeting Agenda
Mr. Kelly proposed the approval of the agenda (the “Agenda”) of the Meeting of the Board for
December 10, 2014. The Agenda was approved.
President’s Report
Mr. Bekalo delivered his Report which included the following:
Recent Developments
Staffing-IIRR filled two senior staff positions of regional program directors for Asia and
Africa. However, two other senior staffers left recently, the development officer in the
US office and the Regional Director for Africa. There have been some other staff
turnover in Africa, largely in Ethiopia. The Board discussed possible solutions for better
staff retention.
Projects and Fundraising Update
Wellspring Advisors-Mr. Bekalo reported on IIRR’s new relationship with Wellspring
Advisors, a Washington DC-based consultancy firm that matches donors with
implementing organizations. IIRR’s funding request for a two-year project proposal has
been submitted to Wellspring and passed the first stage of screening.
Department of Foreign and International Development of the United Kingdom
(DFID)-DFID has funded an education project in Kenya, and plans to continue working
with IIRR. The project is under way.
Jewish Development Committee (JDC)-JDC provided a 1-year grant for post-typhoon
Yolanda (Haiyan) recovery, and has given further funding for recovery efforts in
communities in the Quezon province. IIRR has submitted a request for a further 2-years
of funding.
CCAFs Funding-the Philippine program submitted a 4-year proposal with ICRAF.
UNICEF, UNDP, IFAD-these organizations have been funding IIRR’s Uganda
programs, which has made Uganda the leader in the 2015 budget.
Goats4Girls-Mr. Bekalo and Ms. Goff presented an update on the new “Goats 4 Girls”
initiative. It has had a successful start, raising enough funds to purchase several dozen
goats for local girls. Mr. Bekalo informed that this program is monitored to ensure the
girls are actually kept in school in exchange for the goats, and that the program has
shown great success on the local level. Ms. Goff discussed plans to continue promoting
the program through the holiday season.
Progress with DH Solutions-Mr. Bekalo gave an update on the work of DH Solutions for
the past several months, including various proposals they have handled, and provided
paperwork describing the goals and projections for the upcoming year. The Board
requested that Mr. Bekalo continued to work with DH Solutions to create more concrete
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deliverables. The Board also requested that DH Solutions come to the next meeting and
make a presentation. Mr. Bekalo will speak with them further to discuss these next steps.
Program Update
IIRR Website-Mr. Bekalo provided an update on the website and various project
brochures that provide helpful visual aids to donors and other stakeholders. Mr. Bekalo is
speaking with website developers and intends to finalize an agreement with one on this
trip to New York.
Innovations in Writeshops-Mr. Bekalo updated the Board and provided samples of the
work product of various writeshops, which have created several publications for IIRR,
such as books to educate locals, brochures to provide information about IIRR’s projects
to prospective donors, and policy briefs and training curricula for governments and
NGOs. Mr. Bekalo explained that IIRR is perceived as having expertise in the area of
rural development and disaster relief.
Ethiopia Solar Light Project-with support from a Polish NGO, IIRR has helped install
solar lights in 130 public schools in Ethiopia. The program has been very successful,
assists the local schools in being able to stay open, and will hopefully continue to expand.
University of the World-Mr. Bekalo updated on the progress of IIRR’s participation in
the University of the World program. The first round of the project saw 18 interns
receive training and be deployed to work in rural areas. Several have been offered jobs
or are being considered for jobs in development. Mr. Bekalo expressed his wishes to
continue funding this program.
New Learning Community in the Philippines-IIRR operated a typhoon recovery
program in 15 municipalities in the Visayas after the devastating typhoon Haiyan last
year. Two-year funding for Phase 1 was provided by the JDC. The program has been
very successful in creating a quick recovery for the region. Mr. Bekalo discussed the
challenges and opportunities presented by the large amount of funding made available for
disaster relief, and how IIRR is trying to help donors see the value in more long-term
sustainability and prevention work as well.
Human Resources Manual-Mr. Bekalo reported on the now completed human resources
manual. Development of the manual took a great deal of effort on the part of the staff
and Mr. Bekalo is pleased with the outcome. Creating human resources standards for
IIRR is expected to assist with global management and reducing staff turnover.
Recent Developments with the Silang Campus and the Philippine Rural Reconstruction
Movement (“PRRM”)
Yen Center-the Yen Center did not meet its annual revenue target for 2014, but did make
significant progress. IIRR is negotiating with the Institute for Industrial Research and
Training (IIRT) to utilize the Yen Center space for a youth training program, which will
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agenerate additional revenue. The plan is for IIRT to bring 120-150 students to live on
the campus.
Status of Discussions with PRRM re Land-PRRM has provided a proposal to IIRR to
extend IIRR’s lease through 2052. However, the proposal includes language that would
allow PRRM to use IIRR’s leased land for its own purposes. Mr. Bekalo updated the
Board on advice received from Philippine counsel regarding IIRR’s rights under the
current lease and options for moving forward. Ms. Racelis informed the Board of her
discussions with the PRRM board in recent meetings. It was agreed that Cleary Gottlieb
would retrieve the prior lease and related land title documents from its files and provide
copies to Mr. Kelly, Mr. Bekalo and other interested Trustees, after which Mr. Anzaldua,
a newly elected Trustee and General Counsel of IIRR, and Mr. Munsell, also a newly
elected Trustee, would assist Messrs. Kelly and Bekalo in drafting a response letter to
PRRM explaining IIRR’s position.
IIRR 2020 Planning Milestones and 2015 Monitoring Update
The Board reviewed the Strategy Monitoring Tool and discussed progress toward IIRR’s goals.
IIRR will be engaging a strategy consultant to review its progress toward its goals and present
proposals at upcoming board meetings in 2015.
Review of the 2014 Financial Performance and Approval of the 2015 Budget
Mr. Bekalo and Mr. Kelly presented the 2014 financial performance overview and 2015
proposed budget. While IIRR did not meet its 2014 projections, its performance in 2014 did
exceed performance over the same time period in 2013. Some challenges have included staff
turnover, and increased competition for its earned income activities from other training
institutions offering similar training. The Board approved the 2015 budget proposal, subject to
further review and consultation by the Finance Committee of the Board.
Mr. Bekalo and Ms. Goff were asked to leave the room while the Board discussed the
performance of Mr. Bekalo and Ms. Goff as well as Mr. Bekalo’s annual bonus. The Board
requested the Finance Committee to meet with Mr. Kelly and Mr. Bekalo when financial results
for 2014 were further along in preparation to discuss the question of staff bonuses, including that
of Mr. Bekalo.
Young Professionals Advisory Board
Mr. Bekalo and Ms. Goff presented an update on the new Young Professionals Advisory Board
(the “YPAB”). The first meeting the YPAB was quite successful and had a good turnout. The
goal of the creation of the YPAB is to get young professionals more interested in the work of
IIRR and, in particular, in IIRR’s fundraising projects such as Goats4Girls, and through outreach
in their own networks, stimulate interest among other young professionals in IIRR and its work.
Jimmy Yen Go to the People Endowment Fund Establishment
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Mr. Bekalo proposed the establishment of an endowment fund to be called the “Jimmy Yen Go
to the People Fund (the “Jimmy Yen Fund”), with the goal of raising $1 million over the next 5
years. The income from the fund would be used to send young professionals and staff to needy
rural and urban communities in Asia and Africa. One of the Trustees recalled that with the
assistance of Cleary Gottlieb, IIRR had some years before established the “Rural Reconstruction
Endowment Trust” (the “RRET”), which he believed held $50,000 in a brokerage account with
Morgan Stanley (as successor to Smith Barney), and inquired about its status. None of the
current Trustees was aware of the current status of the RRET. While the Board approved in
principle the establishment of the Jimmy Yen Fund, it was decided that any formal decision on
its establishment must be made in connection with a review of the history and operations of the
RRET and the appropriate relationship between IIRR, the RRET and the proposed Jimmy Yen
Fund. The Board requested that by the next meeting of the Executive Committee a report be
prepared with the assistance of Cleary Gottlieb on the current status of the RRET and the
relationship of the proposed Jimmy Yen Fund to IIRR and to the RRET.
Board Development
A discussion ensued on the Board Profile, including statistics on board attributes and areas for
improvement to help IIRR develop its competencies and stakeholder relationships.
Next Quarterly Meeting of the Executive Committee
Mr. Kelly informed the Board that the next meeting of the Executive Committee will be held
March 18, 2015. Mr. Bekalo suggested that a meeting of the Executive Committee be held next
Fall in the Philippines.
Adjournment
Upon motion duly made, seconded and approved, the meeting adjourned at 2:30 pm.
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