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Antioch College Board Pro TemporeExecutive Session Meeting MinutesFriday, January 21, 2011Yellow Springs, OhioMembers present: Lee Morgan, Mark Roosevelt, Frances Horowitz, Greg Avis, Nick Boutis,Tendaji Ganges, Joyce Idema, Nancy Crow, Prexy Nesbitt, Barbara Winslow,Ed Richard, David Goodman Atis Folkmanis, Jay Lorsch via conference lineStaff: Tom Brookey, Joyce MorrisseyGuests: Ron Napal, Scott Frasure, John McKinnon, Marty SweterlitschMeeting called to order by Chair, Lee Morgan at 1:07 p.m. ESTIntroductions by all present were made.President’s remarksMark shared reflections and comments on his first three weeks as president, reviewed the agenda forthe weekend and noted that a larger overview of his priorities will be presented at the Sundaysession.Minutes from the December 12 conference call were reviewed. Nick offered a correction. Correction noted.Frances moved to accept the corrected minutes.Nancy seconded. Motion carried unanimously.Audit ReviewAuditors Scott Frasure and his associate John McKinnon joined the meeting and were introduced.Scott reviewed the final audit report, citing that he had received full cooperation and that there wasno evidence of fraud or cover up. (See BPT website: meeting materials /01/21, Antioch College Corp. Audit, Management Letter,SAS letter Jan.14, SAS letter Jan15)Discussion followed. Scott mentioned that he was in the process of filing the 990. Once it isfinalized, approved by the board, and signed by the president, it will be posted on the College website.Ed moved to accept the final audit report. Prexy seconded. Motion carried unanimously.Continuation Fund ReportLee presented a Continuation Fund update.There is $25 million in this legacy endowment.A request for proposals has been sent out with a goal of reviewing other investment advisors.Lee will provide updates regarding the responses as they become available.
Advancement ReportRon Napal, 1966 alum, was introduced by Mark.Ron has been appointed Interim Director of Advancement while a national search for a permanentdirector is underway. Ron expressed his willingness to remain involved until the position is filled.Ron presented an overview of current Advancement staffing:There are 14 positions on the chart, 3 currently open, including director, data base managerand alumni relations.Three consultants contracted, including Ron, Lois Mann and Sandy MacnabRon outlined strategies for:Soliciting funds for the challenge grant and Annual Fund CampaignRe-assignment of donor prospectsRe-visioning of Concept PaperStaff restructuringSystems creationLong and short term planningDiscussion followed. It was decided that the drafting of a naming policy would be taken up by theDevelopment Committee.Severance discussionLee asked the Board to consider securing severances for the president and possibly other positionsby putting bequest(s) which would comply with the donor’s intent, into a quasi-endowment.Discussion followed. No action taken at this time.Legal questionsMarty Sweterlitsch joined the meeting to answer questions.The Officers and Directors insurance policy lists the policy holder as Antioch College ContinuationCorp. Tom will notify the insurer and ask to have the name changed to Antioch CollegeCorporation.The issue of Board Pro Tempore as opposed to Board of Trustees was discussed. Marty said thename is not a legal issue, but rather a political issue with alums.Nancy suggested that a formal change be made during reunion in June to comply with the originalalumni agreement of a three- year tempore period.Glen Helen ReportNick presented updated information about Glen Helen and efforts to secure permanent protectionfor the Glen. The Option Agreement and Professional Services Agreement were reviewed and discussed.(See BPT web site: meeting materials 01/21, Agreements)Ed moved to approve the option and professional services agreements, subject toapproval of the Morgan Family Foundation.Barbara seconded. Motion carried unanimously.The sub-committee of Nick, Nancy C., Lee and Ed will stay in place and Mark will sign the finalagreement once it is available.Meeting recessed at 5:10 p.m.
