MINUTES OF THE MEETING
OF
THE BOARD OF DIRECTORS
OF
WIKI EDUCATION FOUNDATION
A meeting of the Board of Directors (the “Board”) of Wiki Education Foundation (the
“Corporation”) was held on 1 December 2015 at 6:00 pm CDT via teleconference.
Attending the meeting were the following board members:
Shadi Bartsch-Zimmer
Chanitra Bishop
Bob Cummings
Karen George
Richard Knipel
Diana Strassmann
PJ Tabit
Karen Twitchell
John Willinsky
In addition, Executive Director Frank Schulenburg participated in the meeting. Board members
Sue Gardner and Lorraine Hariton were unable to attend. The meeting was chaired by Diana
Strassmann.
After determining that the requisite number of directors was present to constitute a
quorum, Diana Strassmann called the meeting to order.
October 12, 2015 Board Meeting Minutes
Upon a motion duly made and seconded it was unanimously:
RESOLVED, that the Board of Directors (“Board”) hereby approves the minutes
of the October 12, 2015 meeting of the Board of the Wiki Education Foundation
(“Corporation”).
Audited Financial Statements
Karen Twitchell, Chair of the Audit Committee, reported on the recently completed audit.
Upon a motion duly made and seconded it was unanimously:
RESOLVED, that the Board hereby accepts the auditor’s report of the
Corporation, prepared by Hood & Strong LLP, for the fiscal year ending June 30, 2015.
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Development Committee
Diana Strassmann reviewed the proposal to appoint a standing committee for
development and the recommended Development Committee Charter. Upon a motion duly
made and seconded it was unanimously:
RESOLVED, that the Board authorizes the creation of the Development
Committee;
FURTHER RESOLVED, that the Board approves, and authorizes and directs the
Development Committee to take actions necessary to implement the Development Committee
Charter of the Corporation (the “Development Committee Charter”), in the form attached hereto
as Exhibit A;
FURTHER RESOLVED, that pursuant to Section 2(b) of the Development
Committee Charter, the Board appoints Lorraine Hariton, Susan Gardner, and Robert Cummings
as the members of the Development Committee; and
FURTHER RESOLVED, that pursuant to Section 2(d) of the Development
Committee Charter, the Board designates Lorraine Hariton as Chair of the Development
Committee.
Governance and Nominating Committee
Diana Strassmann reviewed proposed changes to the Governance and Nomination
Committee. Upon a motion duly made and seconded it was unanimously:
RESOLVED, that pursuant to Section 2(b) of the Governance & Nominating
Committee Charter (the “Governance & Nominating Committee Charter”), the Board hereby
removes Lorraine Hariton and Susan Gardner from the Governance & Nominating Committee;
FURTHER RESOLVED, that pursuant to Section 2(b) of the Governance &
Nominating Committee Charter, the Board hereby appoints Karen George, Diana Strassmann
Richard Knipel, and Shadi Bartsch-Zimmer as the members of the Governance & Nominating
Committee; and
FURTHER RESOLVED, that pursuant to Section 2(d) of the Governance &
Nominating Committee, the Board designates Karen George as Chair of the Governance &
Nominating Committee.
Fundraising
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Frank Schulenburg and Diana Strassmann reported on fundraising efforts. Frank thanked
board members for their individual donations and their help towards meeting the Stanton
Foundation’s matching grant challenge.
Time-Off Policy
The Board discussed the proposed change to the Time-Off Policy for all staff and upon a
motion duly made and seconded it was unanimously:
RESOLVED, that the Board hereby approves the following proposed changes to
the time-off policy for the Corporation’s personnel effective January 1, 2016: i) increasing the
annual number of available sick days from nine (9) days to twelve (12) days; ii) increasing the
maximum accrued sick leave from seventy-two (72) hours to one hundred ninety-two (192)
hours; and iii) removing the fixed holiday of Columbus Day and adding two (2) floating holidays
per calendar year.
General Resolutions
Upon a motion duly made and seconded it was unanimously:
RESOLVED, that in addition to the specific authorizations set forth in the
foregoing resolutions, the officers of the Corporation be, and each of them hereby is, authorized,
empowered and directed, in the name and on behalf of the Corporation, to take or cause to be
taken any and all such further actions, to execute and deliver or cause to be executed and
delivered all such other documents, certificates, instruments and agreements and to engage in
any and all such acts as they shall in their judgment determine to be necessary, appropriate or
advisable to carry out fully the intent and purposes of the foregoing resolutions, and the
execution by any such officer of any such documents, certificates, instruments or agreements or
the payment of any amounts, fees, and expenses, or the doing by any of them of any act in
connection with the foregoing matters shall be conclusive evidence of their authority therefor
and the approval of the documents, certificates, instruments and agreements so executed, the
amounts, fees and expenses so paid, the filings so made and the actions so taken; and
FURTHER RESOLVED, that any and all actions heretofore taken by an officer of
the Corporation in connection with any matter referred to in any of the foregoing resolution are
hereby approved, ratified and confirmed in all respects as the acts and deeds of the Corporation
as fully as if such actions had been presented to the Board for approval prior to such actions
having been taken.
The next meeting will be held in January 2016 via teleconference.
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The Board then met in executive session without Executive Director Frank Schulenburg
present.
There being no further business to come before the Board, the meeting was adjourned.
/s/ Karen George
Karen George
Secretary of the Meeting
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EXHIBIT A
DEVELOPMENT COMMITTEE CHARTER
OF
Wiki Education Foundation
A Delaware Non-Stock, Non-Profit Corporation
The Development Committee (the “Committee”) is a standing committee of the
Board of Directors (the “Board”) of the Wiki Education Foundation, a Delaware corporation (the
“Corporation”). This Charter sets forth the responsibilities delegated by the Board to the
Committee, and the Committee’s purpose, authority, composition, and operation.
Section 1. PURPOSE OF THE COMMITTEE. The Committee’s purpose is to
assist the Board in generating the financial support necessary to ensure the continuing financial
viability and the future financial security of the Corporation, and develop understanding and
support throughout the Corporation for providing and ensuring such financial support. To that
end, the Committee is charged with responsibility to (i) analyze, evaluate and oversee material
fundraising efforts of the Corporation; (ii) review best practices pertinent to fundraising and
fundraising policy development; and (iii) assess other ways to enhance the Corporation’s
financial viability and security.
Section 2. COMMITTEE MEMBERSHIP. The Committee shall consist of at
least three members (the “Members”).
No Member may (i) be an employee of the Corporation, (ii) be an immediate
family member of an employee of the Corporation or (iii) have a direct
business relationship with the Corporation.
Each Member shall be appointed by the Board for a term of two years. Members
may be reappointed for additional terms by the Board at its discretion.
Members shall serve at the pleasure of the Board. The Board may request that any
Member shall execute and deliver to the Board a confidentiality agreement
in a form determined by the Board.
The Board shall designate one Member to serve as Chair of the Committee (the
“Chair”). The Chair may not be the Chair of the Board.
The Committee may form subcommittees as it deems appropriate. Subcommittees
may be formed to address special projects for a limited period or may
become standing subcommittees for a particular purpose.
Section 3. ORGANIZATION AND MEETINGS. The Committee shall meet on
a regularly scheduled basis, at least two times per year, and more frequently as circumstances
require. The Chair or a majority of the members may convene a meeting of the Committee, upon
reasonable notice, accompanied by a description of the purpose of the meeting, if not a regularly
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scheduled meeting. Participation telephonically or by videoconference by any Member at any
meeting of the Committee shall be an acceptable form of attendance. Committee meetings shall
proceed as follows:
(a)
The Committee shall keep minutes of the meetings, which shall be available
to Board members upon request. The Committee shall provide a report to
the Board on a regular basis regarding the results of the Committee’s
deliberations and exercise of its duties and responsibilities.
The Chair, in consultation with other Members, shall set the agenda for and
preside at the meetings. A quorum for the transaction of business at any
meeting of the Committee shall consist of a majority of Members. Decisions
shall be made by a majority of those present at the meeting.
The Committee shall have direct and unrestricted access to, and complete and
open communications with, the officers and management of the
Corporation, and may obtain advice and assistance from internal staff. The
Committee, in its sole discretion, may also retain independent professionals,
including but not limited to legal counsel, experts and other advisors, to
assist it in the discharge of its duties. The Committee may determine the
compensation for such professionals.
The Committee shall have unrestricted access to the Corporation’s records, as
required.
Section 4. AUTHORITY AND RESPONSIBILITIES. The Committee’s
authority and responsibilities are as follows:
(b)
Subject to the applicable provisions of the Corporation’s Certificate of
Incorporation and Bylaws, analyze and oversee all fundraising and
financial development efforts and provide fundraising and financial
development advice to the Board.
(c)
Review the Corporation’s giving guidelines in order to ensure they remain
current and adhere to industry standards.
(d)
Create, oversee and review fundraising policies and guidelines for
accepting gifts and donor solicitation (“Fundraising Policies”) on behalf of
the Corporation, which Fundraising Policies shall be submitted to the
Board for approval.
(e)
Develop and recommend to the Board such action as the Committee may
deem advisable to preserve or enhance the Corporation’s development of
financial resources, including individual, foundation and corporate
fundraising campaigns and special events.
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(f)
Actively assist staff in planning and developing fundraising-related events,
including benefits and other events designed to maintain existing donors
and recruit new donors.
(g)
Annually review and reassess (i) the adequacy of this Charter to assure the
Charter remains relevant to the Committee’s mission and (ii) the
Committee’s own performance to determine operating effectiveness, and
recommend any proposed changes to the Board for approval.
(h)
Actively assist in the identification, cultivation, solicitation and
stewardship of donors and prospects.
(i)
Annually recommend to the Board general giving recommendations for
Board members with a goal of achieving 100% participation.
(j)
Perform other functions as directed by the Board and provide guidance to
the Corporation’s staff as appropriate.
Section 5. STAKEHOLDER CONSULTATION. The Committee shall consult
with important stakeholder communities in recommending to the Board certain candidates for
election or reelection to the Board and in filling vacancies and newly created Directorships. The
Committee shall recommend to the Board the number of candidates to be subject to stakeholder
community consultation, after taking into account the then current composition and size of the
Board.
Section 6. COMPENSATION OF MEMBERS. Members shall not receive
compensation for the performance of their duties on the Committee. However, the Corporation
shall reimburse Members for reasonable out of pocket expenses that they properly and actually
incur in connection with their duties on the Committee.
Section 7. REPRESENTATIONS BY THE CORPORATION. The
Corporation shall provide the Committee with such documents and information as are necessary
or desirable for the Committee to fulfill its responsibilities. The Corporation shall furnish the
Committee with such clerical and other assistance as the Committee requests in connection with
the performance of the Committee’s duties. The Corporation shall be responsible for any
reasonable costs or expenses incurred in the Committee’s operation or administration.
Section 8. AMENDMENT. This Charter shall not be amended except on
approval by the Board.
Adopted by the Board of Directors on December 1, 2015.