International Institute of Rural Reconstruction
Minutes of the Meeting of the
Board of Trustees held on May 21, 2014
A meeting of the Board of Trustees (the “Board”) of the International Institute of Rural Reconstruction (“IIRR”)
was held at the offices of Cleary Gottlieb Steen & Hamilton LLP, 450 Park Avenue, 28th Floor, New York,
NY, starting at 9:20 am on May 21, 2014.
James F. Kelly, Chair, presided. The following Trustees were present in person:
David Bassiouni, from 9:20 am to 12:50 pm
Isaac Bekalo, President of IIRR
James C. Diao
James F. Kelly
Paul Marquardt, from 9:20 am to 2:30 pm
Mary Racelis
Also present were James F. Munsell, a proposed Trustee, Emily Monville Oro, IIRR Country Director –
Philippines and Marissa Espineli, IIRR Regional Director – Asia, who attended via Skype from 9:30 am until
11:00 am, Christy Hoke and Jessica Koehs, representative of DH Solutions LLC (“DH Solutions”), who
attended in person from 12:00 pm to 1:45 pm, and Daniel Bregman of Cleary Gottlieb Steen & Hamilton LLP.
Approval of the Minutes of the Board of Trustees Held on March 26, 2014
Mr. Kelly proposed the approval of the Minutes of the Board of Trustees held on March 26, 2014 (the “March
26th Minutes”). Ms. Racelis seconded the proposal and the Trustees approved the March 26th Minutes.
Approval of Agenda of the Meeting of the Board of Trustees Held on May 21, 2014
Mr. Kelly proposed the approval of the agenda (the “Agenda”) of the Meeting of the Board for May 21, 2014.
Mr. Kelly reported that there would be no Report of the Finance and Budget Committee, which would be made
at the September 17, 2014 meeting. The Agenda was approved with the deletion of that Report.
President’s Report
Philippines Program Update
Ms. Monville Oro updated the group on the Strategic Investment Fund’s Philippine project. IIRR allocated
funds in 2012 to a program focused on organizing farmers in the Guinayangan, Quezon region into learning
communities to provide trainings on agricultural technology, draught-tolerant crop strains, diversification, and
land use efficiency, to mitigate climate change impact.
Ms. Monville Oro stated that the prequalification concept for Quezon program had recently been approved for a
$1.4 million, four-year grant from the CGAIR Research Program on Climate Change, Agriculture and Food
Security for which the full proposal will be developed. IIRR will need to submit a full proposal and project
plan for final approval before year end. She also expressed her goal of upscaling the program and expanding it
to neighboring regions, and developing partnerships with government and community groups. Additionally,
climate change education will be part of the next phase of the program.
The Board asked Ms. Monville Oro questions about the program, including about potential partnerships with
local NGOs.
Cambodian Registration Update
Ms. Espineli updated the Board on the registration process in Cambodia. The Board was presented the option
of either registering as an international NGO (IIRR itself would register) or a local NGO (which would mean
creating a Cambodian subsidiary of IIRR) and Ms. Espineli spoke on the benefits and costs of each option.
Mr. Bekalo recommended registering as a local NGO, which was seconded by Ms. Espineli, and asked the
Board for approval of local registration. After discussion of the pros and cons of registration as a local NGO,
the Board, in principle, agreed to the idea but directed management to prepare the necessary documents to
register as a local NGO. The Board also requested that Ms. Espineli conduct additional research into which
option international NGOs comparable to IIRR took and the governance structures that other comparable
international NGOs in the region have with their local affiliates.
Recent Developments – Annual Report
Mr. Bekalo presented the IIRR’s 2013 annual report (the “Annual Report”) to the Board. He discussed the
decision to focus on education in the report and the success that the Annual Report has had in raising external
awareness of IIRR’s education-focused programs, which had already helped bring in a €400,000 grant from the
Department for International Development of the United Kingdom. Mr. Bekalo recommended focusing the
2014 Annual Report on either food security or disaster risk programs.
The Board provided feedback on the Annual Report and directed management to have future annual reports
provide a holistic overview of IIRR in addition to highlighting specific programs.
DH Solutions
Board Discussion of DH Solutions
Mr. Bekalo and Mr. Kelly gave a brief summary of the background to the process of engaging DH Solutions to
consult with and advise IIRR with respect to its fundraising efforts and, going forward, to actually conduct
various fundraising activities on behalf of IIRR, and updated the Board on the status of other functions handled
by the New York office. The Board determined that the new office space should be found for the New York
office and that a new IIRR employee should perform the New York office functions that DH Solutions will not
perform (functions other than fundraising). Board members commented on their interviews with the two
principals of DH Solutions, their thoughts on outsourcing fundraising functions, legal and business implications
of retaining DH Solutions and the extent of the engagement with DH Solutions.
Mr. Bekalo requested the Board make a determination as to how DH Solutions should be managed. The Board
determined that direct oversight of DH Solutions should be the responsibility of management, with direct
quarterly reporting to the Board by representatives of DH Solutions.
The Board discussed the cost of hiring DH Solutions as compared to hiring a new full-time fundraising staff or
a comparable organization. The Board determined that DH Solutions’ cost structure worked for IIRR’s needs,
but should be continuously evaluated to ensure that the DH Solutions is providing a benefit to IIRR
commensurate with the cost.
DH Solutions Presentation and Discussion
Ms. Hoke and Ms. Koehs, the principals of DH Solutions, presented DH Solutions’ plan for its engagement
with IIRR, including information about their professional backgrounds and a staged timeline of deliverables to
the Board.
The Board asked DH Solutions legal and business questions. DH Solutions offered to fulfill any legal
requirements and to work with IIRR’s Board and management to fulfill any request relating to fundraising, for
example updating the IIRR website and providing regular fundraising reports to the Board.
Mr. Bassiouni then left the meeting.
Board Decisions on DH Solutions
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After discussion of the benefits and costs of effectively outsourcing IIRR’s fundraising to DH Solutions, the
Board determined to enter into contract negotiations with DH Solutions, subject to DH Solutions registering as
a Professional Fund Raiser in those states where it is appropriate for it to do so.
President’s Report
Recent Developments with PRRM and the Silang Campus
Mr. Bekalo updated the Board on the proposed sale by the Philippines Rural Reconstruction Movement
(“PRRM”) of the land it owns in Silang in the Philippines, on which IIRR’s Campus is located. After the
Colliers International report on the land was issued, in a letter to Mr. Kelly as Chairman of the IIRR Board,
PRRM proposed (i) the sale of 40 of the 50 hectares acres of land, (ii) the retention by each of IIRR and PRRM
of 4 hectares which is not adequate for IIRR operations, and (iii) the proceeds from the sale of the land be split
between PRRM and IIRR on a 65/35 basis. Mr. Bekalo gave a presentation on alternative options for
responding to PRRM’s offer. The Board determined that IIRR will not sell its portion of the 25 hectares and
oppose the sale of any amount of the land. To this effect a letter draft by Mr. Kelly in response to PRRM
proposal was discussed agreed that Paul to review the letter to reflect the agreement reach during the
discussions. The Board also decided to engage local legal counsel on this matter.
Overview of New Human Resources Manual
Mr. Bekalo presented an overview of IIRR’s revised Human Resources Manual (the “Manual”). The current
manual is 15 years old. The updated Manual, made with the help of a human resources consultant and IIRR’s
senior staff, will bring IIRR’s human resources policies up to date.
Mr. Bekalo explained that the manual provides guidelines for all IIRR operations, but each country office will
adapt the manual to comply with local labor and statutory regulations.
The Board in principle agreed that management go ahead and implement but set the December meeting as the
date to vote on the Manual.
Mr. Marquardt then left the meeting.
Final Management Letter Discussion
Mr. Bekalo presented the 2013 Audit Report. Mr. Bekalo discussed moving auditing information to an online
model that can be accessed with a password. After reviewing the Audit Report, the Board provided comments
on the document.
Adjournment
Upon motion duly made, seconded and approved, the meeting adjourned at 2:55 pm.
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