WORLD DAY OF PRAYER USA MINUTES MEETING OF THE BOARD OF DIRECTORS DATE and TIME: Saturday, April 13, 2013 9:00 a.m. – 5:00 p.m. Sunday, April 14, 2013 9:00 a.m. - 12:00 p.m. PLACE Alma Mathews House 273-275 West 11th Street New York, NY 10014 DIRECTORS PRESENT IN PERSON Nirmala Abraham Marlene Chase Pamela Deitsch Susan Jackson-Dowd Patricia Jones Penn Ruth Lindsay Julia Tulloch Jane Lee Wolfe DIRECTORS EXCUSED Marsha Foster Boyd Ana Louisa Cody Anne Griffis Diane Porter INVITED Kathleen Clark, Assistant Treasurer STAFF PRESENT Meagan Manas, Program Coordinator Andrea Miskow, Administrative Coordinator PRESIDING OFFICER Jane Lee Wolfe and Susan Jackson-Dowd, WDP USA Chairs RECORDING OFFICER Julia Tulloch, Secretary Andrea Miskow, Administrative Coordinator 1 Saturday - April 13, 2013 Opening Worship and Remembrance Board Members Paula Lamberg and Barbara Styles were remembered. WDP Experiences Shared Nirmala gave a multi-media presentation showing WDP celebrations in the Mar Thoma Church Ruth’s church used the bible studies, sees potential in justice ministries Jane incorporated material into Stations of the Cross Meagan and Andrea talked about the service at TIC and the bible studies held in the building Marlene talked about the drama in her service based on Matthew 25 Patricia’s service was held in the evening and coordinated by younger women Minutes from December 4th meeting Name correction was requested in the minutes – it is Patricia Jones Penn, not Patricia Penn Jones. Jane Wolfe made a motion to accept; seconded by Nirmala Abraham. The minutes from the 12/4/12 meeting were approved, corrected and carried. Correspondence None received. New Business Officer Resignations Diane Porter resigned as Treasurer 3/31/13 due to health issues, but is to continue as a board member. Jane Wolfe resigned as Chair 3/31/13 but is to continue as a board member. Resignation of Mary Philips 4/9/13 due to new job out of the country. All resignation letters are on file at WDP office at 475 Riverside Avenue. Patricia Jones Penn accepts the recommendation of the Executive Committee that Susan Jackson-Dowd be named Chair and Julia Tulloch be named Treasurer. The board voted unanimously in favor. Julia asked for a distinction of when the transfer of duties would be effective. Susan Jackson-Dowd was voted Chair and Julia Tulloch was voted Treasurer. The floor was opened to nominees for Vice-Chair and Secretary. Jane Wolfe nominated Ruth Lindsay for the position of Vice Chair and was seconded by Julia 2 Tulloch. Jane Wolfe nominated Patricia Jones Penn for Vice Chair – Patricia respectfully declined. Patricia moved that the nominations be closed and elections held the following day (4/14/13). All agreed and voted to hold elections on 4/14/13. Susan Jackson-Dowd nominated Marlene Chase for Secretary, Patricia Jones Penn seconded. All board members agreed and voted to hold elections the following day (4/14/13). Susan Jackson-Dowd assumed the Chair position. Susan Jackson-Dowd brought a resolution regarding the signatories. Rationale: Signatories should be staff and not elected members of the board, particularly as those members change. It is already allowed for in the by-laws – as the Executive Director has the power of signatory. Need to update the by-laws so that they reflect our current staff and situation. Susan recommends calling the staff positions/signatories Administrative Officers in the bylaws. (See attached resolution). General discussion about who and how many signatures will provide the best system of checks and balances for WDP. Susan suggested that in addition to the Treasurer and Staff – if one of those people are unable – then the lawyers for WDP can sign. Patricia asked if she and Susan could go over the resolution’s language and bring it back the following day. Julia asked if when we approve the resolution to check with the standards and rules of New York State to make sure we are in line with all requirements. Financial Report Andrea Miskow presented the Financial Report and preliminary budget for 2013. She also distributed charts showing the status of 2013 services as of April 1, 2013 – to be updated to reflect May 2013 evaluations received and any offerings received in May as well. (Status documents attached.) Jane would like to have a more finalized budget by June 1, 2013. Andrea can provide the Board with a finalized budget by June 1, 2013. Followed by a conference call to discuss and affirm. Susan wondered what our capitalization process is – what is our depreciation policy? Andrea will speak with Brooks Lodden to determine what the current policy is and will report back at the June conference call. Ruth mentioned that the banking fees in the budget seem high. The Finance Committee will take a look at this and see if there are options there. 3 Kathleen Clark, Assistant Treasurer: voice was granted to Kathleen who gave information regarding finances from the past 5 years. Information is on file at WDP office at 475 Riverside Avenue. Staff Report Received. Staff report was passed out. Reported on decision to change to Media Mail for shipping of materials. Online ordering was a great success – despite the glitches of a new system, nearly 25% of the total orders came in online. There was a question of the expense of the lockbox with Merkle Response Inc. that was referred to the Finance Committee to explore other options: expense vs. service and accountability. (Staff report attached.) The WDP reception at the CSW was a success as was the promotion of WDP at Ecumenical Advocacy Days in Washington DC. Office Space Exploring options as per NCC building move. (As of May 3, 2013 no move is required, WDP office to remain at 475 Riverside, Suite 800 for time being.) 1:00 Break for lunch. Resource Manual Reviewed Board Development Committee tasks Distributed and discussed WDP Resource Manual Resource Development Committee discussed how well the online and media mail worked this year for orders. In the process of bidding out our resources/ordering to other vendors than Kutztown In the Resource Development Committee there was discussion of creating a webinar for WDP planning and training. Board members agreed with the Resources Committee’s plan to reduce both the size of materials and amount printed. The entire board recognized the work that Kathleen Clark, assistant treasurer has done over the past 6 years for WDP and honored her with a gift. Jen Lenard-Benson, the Funds Development Associate at Presbyterian women, gave a workshop on fundraising. Sunday 4/14/13 Opened Sunday with the worship service from Egypt. Andrea Miskow and Meagan Manas held a board-building workshop around the WDP mission statement. They led a number of exercises to tease out what board members liked and didn’t like about the current statement. Members split into 4 groups to do further work on crafting a statement that reflected their beliefs and feelings about the organization and how to express that in a short description. A task group was formed, consisting of members Ruth Lindsay, Jane Wolfe, Marlene Chase, Pamela Deitsch along with the staff to continue to work on crafting the mission statement. Unfinished Business Addressed Conflict of Interest and Code of Ethics policy documents were signed and collected. The Whistle Blower Policy was approved by consensus. Election of Officers: Marlene Chase moved to reconsider the action on nominations for Secretary and Vice Chair to be held 4/14/13. Marlene Chase nominated Anne Griffis for Vice Chair. Patricia Jones Penn will send out a call for nominations by April 30, 2013. Election by mail to follow; to be completed by May 10, 2013. [Note: actual ballot sent has date to be completed May 15, 2013.] Banking Resolution: Patricia Jones Penn moved the adoption of the banking resolution, Marlene Chase seconded, a vote was held and passed in approval by all members of the board. Susan Jackson-Dowd asked that we add the new banking procedures to the board handbook, making sure all polices are legal and appropriate to the organization. Julia Tulloch asked if a couple of people could count the offering to which all present members of the board contributed. The total came to $510. Discussion of scheduling for next two board meetings. Jane Wolfe was thanked for her service as Chair. Kathleen Clark closed the meeting in prayer. Fall meeting date to be changed. New date to be determined via email. Respectfully Submitted, Julia Tulloch, Secretary (former)/Treasurer Andrea Miskow, Administrative Coordinator 5