El Camino College Foundation Finance and Executive Committee Minutes March 20, 2007 Adm 127 In Attendance: Bob Amos, Derf Fredericks, Lou Garcia, David Graeler, Don Greco, Virginia Pfiffner and Dana Ward Staff: Katie Gleason Recorder: Sue Burin Review Action Items from February 20, 2006 Executive Committee Meeting. 1. Finance Committee will begin the process for filling the accounting position. Pending. 2. The Policies and Procedures Committee will revise the Code of Conduct and update the Executive Committee. Pending. 3. Bob Amos and Dana Ward will contact bookkeeper to discuss the format of the Financial summary page. Pending. MINUTES: MOTION made by Don Greco to accept minutes of February 20, 2007 Executive Committee meeting. Seconded by Derf Fredericks. Motion passed. Director of Development – Katie Gleason o Gifts to date – Received $200,000 scholarship donation. o C.W. Driver will sponsor $10,000 toward the Scholarship Awards Ceremony. Derrick Deese will be the speaker and Cliff Meidl the master of ceremonies, both alumnae. o Received a $1,000 request from the Library for the National Student Employee Week reception. Discussion ensued. MOTION made by Lou Garcia to fund the $1,000 request for the National Student Employee Week reception. Seconded by Derf Fredericks. Discussion ensued. Motion amended by Lou Garcia that we approve this expenditure but refer all other requests of this nature to the Distribution Committee to set giving guidelines. Discussion. 1 Abstention. Motion passed. o Included in the meeting packet are reports received on how Mini-Grant monies were used. o Gleason contacted Charity Finders who can construct a Foundation website that can build in services to provide online giving. Their fee is $2,000 a year. Discussion ensued. Committee Reports: Finance – Bob Amos reviewed the financials. Amos reported the Foundation has been dissatisfied with services received from Union Bank. South Bay Bank and Citibank submitted proposals for review. Discussion ensued regarding which bank could offer us the best service. MOTION made by Don Greco to accept the proposal from South Bay Bank. Seconded by Lou Garcia. Motion passed. Recommendation to switch to South Bay Bank will be presented to the full board. 1 Finance and Executive Committee Minutes March 20, 2007 Discussion of Commonfund Investments and hedge funds. Amos will contact Joe Mulford of Commonfund to get clarification. Policies and Procedures – In the absence of Carroll Whitney Gleason reviewed recommended changes to the Articles of Incorporation and the Bylaws: Changes to Articles of Incorporation are: Article VI – Section (h) Delete “staggered” and “with initial appointments being for one, two and three years, expiring respectively in September 1984, 1985, and 1986, Determination of which directors serve for each initial period shall be by the Board of Trustees, provided that no more than 50% of directors approved by the Board shall serve three year terms, and in no event shall the number of directors initially appointed to a one year term exceed 43% of the total number of directors, excluding Ex Officio directors. With the exception of Ex Officio directors, no director shall serve more than two consecutive three year terms. Following an absence of one year form the Board of Directors, a former director shall again be eligible for service.” Retain “Except for Ex Officio directors and annual directors, directors shall serve three year terms. Annual directors shall serve for a one-year term. MOTION made by Derf Fredericks to amend term limits as stated in the Articles of Incorporation. Seconded by Virginia Pfiffner. Motion passed. Changes to Bylaws are: Article III – Section 4 – Change from Term Limits to Term of Directors. Delete: “staggered” and Directors should be eligible to serve two (2) consecutive three (3) year terms, then one (1) year off the Board. …”Following an absence of one year from the Board of Directors, a former director shall be eligible for services. Retain. “Except as provided in Article VI, Section (g) directors shall serve three-year terms, as specified in the Articles of Incorporation, Article VI, Section (g). Vacancies shall be filled by majority vote of the Board of Directors for the remainder of the unexpired term of the vacancy of the Board Member.” MOTION made by Derf Fredericks to amend the term limits as stated in the Bylaws. Seconded by Lou Garcia. Motion passed. Nominating – David Graeler o Three potential board members are being added to the slate as new board members: Tom Cohenno (Southern California Edison), Judy Gibson (Torrance resident) and Richard Montgomery (Manhattan Beach mayor-elect). Resumes are attached for review. Slate will be presented at the May board meeting. ACTION ITEMS: 1. Bob Amos to contact Joe Mulford of Commonfund regarding clarification on hedge fund 2 Finance and Executive Committee Minutes March 20, 2007