Microsoft word - board meeting minutes 6 26 09 - final.doc

* as approved at October 5, 2009 teleconference * National Peace Corps Association
Board of Directors Meeting
Academy for Educational Development, Washington, DC
Board Members Present: Priscilla Goldfarb, James Gore (incoming), Bob Graulich,
Janet Greig (incoming), Jan Guifarro, Joseph Hindman, Hope Johnson, Sandra Lauffer,
Chuck Ludlam, David Magnani, Michael Peter, Kevin Quigley (ex officio), Jensy
Richards, Allegra Troiano, Pat Wand, Aaron Williams
Board Members absent: Ben Bellows, Mike Baldwin, Bruce McNamer, Sharon Stash

NPCA Staff present: Anne Baker, Emily Bello, Erica Burman, Jonathan Pearson, Molly
Mattessich
NPCA Consultants participating by phone (through their presentation only): Mike
Hoffman and Karen Davis, Changing Our World
Call to Order
The meeting was called to order at 12:33 p.m. by Jan Guifarro, BOD Chair.
Chair’s Welcome & Opening Remarks – Jan Guifarro

The Chair welcomed attendees to the 2009 summer Board meeting. There was a call to
order and quorum established. The Chair presented a brief overview of the mission and
strategies of NPCA and highlighted the responsibilities of the board, president and staff.
Action Item
• Motion to approve the proposed agenda and the March 8, 2009 minutes as
submitted. Seconded. The motion passed unanimously. Governance Committee Chair Report – Pat Wand
The Governance Committee nominated three people to serve as Board-elected members
of the Board for three-year terms: Aaron Williams, Janet Greig, and Bob Graulich.
Action Items
• Motion (Pat Wand) to elect Aaron Williams, Janet Grieg, and Bob Graulich to
Board-elected positions for the 2009-2012 term. Seconded (Chuck Ludlam). The motion passed unanimously. Board of Directors Meeting Minutes (FINAL) * as approved at October 5, 2009 teleconference * • Motion (Pat Wand) to re-elect the following slate of officers for the coming year:
Jan Guifarro, Chair; Mike Peter, Vice Chair; Sandra Lauffer, Treasurer; and Sharon Stash, Secretary. Seconded (Bob Graulich). The motion passed unanimously.
50th Anniversary Campaign – Mike Hoffman, Kevin Quigley

Mike Hoffman (Changing Our World) and Kevin Quigley presented an update on Phase
II of the campaign: Pre-Campaign Planning. They focused on the three key tasks as
directed by the Board at its March 2009 meeting.
1. The revised case statement was included in the Board Book. 2. The leadership team is further solidified with the addition of Sen. Chris Dodd as an Honorary Co-Chairman (with Rep. Sam Farr) and Rep. Steve Driehaus on the Honorary Congressional Committee. 3. The campaign committee outlined three funding scenarios, each allocating funds for PeaceCorpsConnect site development and maintenance; advocacy; globally focused projects; member group initiatives; commemorative; and an investment fund. The ensuing board discussion focused on clarifications on the projects outlined in the proposed budget scenarios and description of the campaign phases. This next quarter, the campaign committee will focus on Phase III – Leadership Development. Action Item • Motion (Priscilla Goldfarb) that the board approve moving forward with Phase
III of the campaign at the budget level outlined in scenario 2. Seconded (Jensy Richards). The motion passed unanimously. President’s Report – Kevin Quigley

Overview: Kevin referred to the materials in the Board Book for more details and
background on his presentation. Highlights for the first half of 2009 include the launch
of the new social networking website and the Gates Foundation grant for Africa Rural
Connect. The largest challenge lay in the failed database conversion, although we are
pleased by the progress already made on upgrading our original system to meet our
needs.
Chuck Ludlam asked how we might respond if asked about a particular nominee for
Peace Corps Director. Kevin indicated that we would reiterate the principles outlined in
our letter sent to the transition team in fall 2008. We would also work with Senate staff
regarding some potential questions for the nominee. If further communication is needed,
staff would draft a response for board input and action.
Board of Directors Meeting Minutes (FINAL) * as approved at October 5, 2009 teleconference *
Treasurer’s Report – Sandra Lauffer

Overview: Sandra provided an overview of NPCA finances, referring to her detailed
Treasurer’s Report provided in advance of the meeting.
Both revenue and expenses are under the year-to-date budget. Due to data transfer issues,
membership, royalties and subscriptions are below target for this time of year. However,
systems are back on track, so we expect that most of those revenue variances are
temporary. We will have to carefully monitor consulting fees and information
technology over the next several months.
We had a very clean audit this year, with no significant deficiencies or material
weaknesses. All “other areas of concern” are easily addressed by staff and/or Board.
Action Item
• Motion (Priscilla Goldfarb) that the board accept the audit. Seconded (Bob
Graulich). The motion passed unanimously.
Business and Development Report – Priscilla Goldfarb and Bob Graulich
Priscilla reviewed the report and update presented in the Board Book, particularly the
work around the successful $100,000 50th Fund, support for the 50th Campaign
Leadership Committee, and recruiting new members (for Director’s Circle, NPCA and
the Board Committee).

Governance Committee – Pat Wand and Allegra Troiano

Action Item
• Motion (Pat Wand) to thank our departing Board members: Betty Currie (Board-
elected) and Joel Rubin (Mid-Atlantic region and national groups) for their service to the National Peace Corps Association. Seconded (Priscilla Goldfarb). The motion passed unanimously. Pat presented a document outlining the roles and responsibilities of NPCA Directors. • Motion (Pat Wand) that the board accept the document “Roles and
Responsibilities of Directors” drafted May 5, 2009. Seconded (Sandra Lauffer). The motion passed unanimously. Board of Directors Meeting Minutes (FINAL) * as approved at October 5, 2009 teleconference * Policy Task Force – David Magnani
Dave presented the proposed terms of reference for the re-establishment of an NPCA Policy Committee. An updated version of the document provided in the Board Book was projected on the screen. • Motion (David Magnani) that the board establish a Policy and Advocacy
Committee for a period of one year, to be revisited and another vote regarding its continuation be taken at the June 2010 board meeting. Seconded (Allegra Troiano). The motion passes with nine (9) in favor and five (5) opposed. Compensation Plan - Michael Peters
Mike referred Board members to the specifics on the compensation plan, including an historical timeline, in the Board Book. A compensation program had been discussed with Kevin’s hiring, but had never been implemented. • Motion (Michael Peter) that the board adopts the outlined program for an
incentive plan that involves the president and staff effective at the end of this fiscal year. Seconded (Jensy Richards). The motion passed by a vote of 12 for, one against and one abstention. The specifics of the Board Performance Evaluation Form for President are still under revision. Board members should share any additional input directly with Mike by July 31. Executive Session – Jan Guifarro
Conclusion – Jan Guifarro

Jan thanked the NPCA staff and interns for their hard work.
Action Items
• Motion to adjourn. Seconded. The motion passed unanimously. Meeting
Respectfully submitted, Kevin Quigley, President (in the absence of Board Secretary Sharon Stash) Board of Directors Meeting Minutes (FINAL)

Source: http://www.peacecorpsconnect.org/wordpress/wp-content/uploads/2010/06/FinalNPCABoardMinutes100520095.pdf