Gray Family Foundation Board Meeting

Minutes—August 19, 2013

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Gray Family Foundation

Board of Directors Meeting

August 19th, 2013

Minutes

The Gray Family Foundation (GFF) Board met at 11:30 a.m. at The Oregon Community Foundation (OCF) in Eugene, Oregon on August 19th, 2013. Chair Joan Gray called the meeting to order.

Directors attending were Joan Gray, David Vernier, Nicholas Walrod and Lyn Hennion. Also present were Jeff Anderson (OCF) and GFF staff Eric Vines, Rana DeBey and Lara Christensen. Jack Gray attended as a guest.

  1. Approval of Minutes

The minutes of the March 21st, 2013, meeting of the Board of Directors were unanimously approved as presented. Lyn Hennion asked for clarification regarding the 200 hours/year that were mentioned in the Board Book within the section update on NOCLI. GFF staff agreed to get further feedback on the matter and report back.(*Update – this was estimated for 5 people at 200 hours each.)

  1. Review of Financial Statements & Proposed Budget for 2014

GFF Executive Director Eric Vines presented the financial statements for June 2013 as well as the draft budget for 2014. In the draft budget, each line item was introduced and questions were raised as appropriate by the board.

Highlights included:

  • Investment Income: based on expectation of total assets of $38 millionat a 7.5% return (a pending bequest of $20 millionfrom the John Gray estate is included).
  • Donations are not expected to be as high in 2014 as they were in 2013
  • Grant projections are based on both what GFF has spent and the 4.5% payment expectation for new programs in Camp Maintenance and Geography Education.
  • It was noted that the “other grants” category is what historically has been discretionary giving for the Gray family but that the family plan is to set up a separate advised fund. Moving forward, other grants will include items that are not coming through a regular category but that would further our interests as an organization. Next year there will be $140,000 allocated for this purpose.
  • Total grant expenditures next year will increase to $1.6million
  • Staffing: Mr. Vines outlined the concept for a merit payincrease for staff and potential changes in staff titles, roles and salary. Details will be presented at the November board meeting for final approval.
  • Mr. Vines explained that the ratio of grants to total income has changed in part due to paying staff, administration, and decreasing grants payout to get close to 4.5% rather than the current 7% level. GFF can still decide to spend more than 4.5% on a year by year basis, taking into account prudent financial management and the desire to maintain spending power over the long term.
  • OCF targets a 7.5%average return for its funds, including the current GFF endowment partner fund.
  • Mr. Vines presented theinvestment report from the recentOCF board book.
  • The Board discussed the portion of the GFF investment that is in the social investment pool. It was noted that the social investment pool does better during certain market expansions due to its concentration in equities, but over time, it’s not likely to exceed the returns in the main investment pool.
  • Joan Gray asked whether GFF should consider a socially responsible screen for our investments.

Eric Vines requested that the board’s investment committee begin meeting regularly. This will be necessary as GFF takes ownership of assets from John Gray’s estate that fall outside of the OCF investment pool. Impact investing opportunities could also be evaluated by the investment committee. The committee members are Lyn Hennion and Nicholas Walrod. It was determined that Mr. Walrodand Ms. Hennion would hold a conference call in the next few months to discuss how to move forward with impact investments as well as to provide oversight to the foundation’s investments in general.

Washington Trust has submitted documents about the transfer of assets, the breakdown between YARG Foundation, OCF and the Gray Family Foundation. OCF staff has asked Washington Trust for further information regarding the documents and is reviewing it now. Eric Vines was asked to become more involved in the transfer of assets in conjunction with OCF staff. The Board also requested that a proposed timeline of responses and actions between Washington Trust and OCF/GFF be presented by August 23rd, 2013.

  1. Reports

Impact Investments:Mr. Vines reported on ideas for mission-related investments for the GFF.He noted that OCF has decided to allocate $3million for impact investing (approximately 4.6% of OCF’s$65 million discretionary budget). Proposed investments must pass through the same type of program priority screens as grant proposals are before being approved.

The group discussed particular examples: e.g. Freshwater Trust, Camp Westwind. The board and family areopen to the concept. It was also noted that the Gray Family values the role of promoting philanthropy; helping others to explore impact investment by leading through example would be ideal. It was also determined that more information would be required before making final decisions. The board asked that Mr. Vines discuss the details with OCF’s CFO Brenda VanKanegan and others as appropriate and provide additional information to the board. It was further requested that GFF staff provide more detailed examples of possible impact investments at the November meeting.

Executive Director Report: Mr. Vines reviewed theboard book notes and asked for questions. A full copy of the notes is available in the board book.

Latino Partnership Program (LPP): Mr. Vines complimented new LPP director Roberto Franco for his work to date, noting that he is galvanizing conversation on equity, diversity, and inclusion, and building on the 10 years of work to date by the LPP.

Geography Education: OCF and GFF have come to an agreement on management of the OCF geography education fund. For now, the grantmaking activity of that fund will continue on a similar trajectory with the bulk of grants going to theOregon Geographic Alliance (OGA). OGA has changed its name to the C-GEO and hired a planning coordinator for its planning grant. Eric Vines shared his experiences of

attending the recent Geography teacher training institute organized by OGA. He noted that the amount of money GFF gives to C-GEO limits flexibility to give elsewhere. GFF staff isbeginning to consider alternativesfor geography education activities that would impact a larger number of students.

Other ideas were shared, such as geography beesor direct funding of geography supplies for teachers. The GFF staff is researching alternative ways to reach teachers and support geography education in

Oregon within the boundaries of the new GFF Geography Fund and the existing OCF Geography fund guidelines.

Outdoor School Legislation/Lobbying: Lara Christensen and Eric Vines provided an update on the legislative activities of the previous quarter and their recent meeting with Justin Martin from Perseverance Strategies, Inc.

Highlights from the discussion included:

  • The Bill allocated money from OWEB funding, which was notideal and made passage more difficult.
  • GFF made significant process in starting conversations with OWEB and Nature Conservancy as a result of this bill and our statewide effort to gain support for the bill.
  • Many consider outdoor school to be an education function; GFF should investigate whether the education department would support and own this initiative.
  • An alternative to a legislative solution would be to pursue a ballot initiative. This would cost an estimated $3 million over the course of three to five years.
  • STEM’s connection to creating high wage jobs has helped STEM funding gain support
  • It was discussed whether or not there’s a place to work with Chalkboard on the initiative. Lyn Hennion agreed to make an initial contact on behalf of GFF/NOCLI.
  • GFF can currently spend around $150,000 in a calendar year on lobbying. This number will go up asgrantmaking activity increases, but it would not be able to fully fund a $3 million effort in its current configuration.
  • OCF gave GFF a $5,000 grant to pay for a facilitator leading 3 sessions to help identify a stable funding base for Environment Education in Oregon.

Eric Vines askedif the board wanted to pursue lobbying as a strategy, and if so suggested adding money to the budget to support it. Joan Gray recommended that that $10,000 would be added as a placeholder. The board and family is open to the idea but requested more documentation on the proposed budget and strategy.

  1. Other Business

Approval of Memoranda of Understanding (MOU)

Geography Education: GFF staff will manage both Geography Education funds. Agreement will be revisited every three years; this will increase staff time and impact.GFF will report to OCF staff annually. The MOU was approved with none opposing.

Latino Partnership Program:This fund will be managed and housed by OCF. A member of GFF staff or board will be on advisory committee. There will be a presentation once a year from their staff about progress. The agreement will be revisited again in three years. The MOU was approved with none opposing.

Website: Eric Vines showed the board the website’s new layout and structure.

Environmental Education Retreat: Ms. Christensen provided an overview of the Environmental Education retreat held August 15th – 17th at Oregon State University. Highlights included:

  • 87 attendees
  • Ben Cannon and John Faulk gave keynote speeches
  • Agenda was built based on email survey to invitee list
  • ½ professional development
  • ½ capacity building & networking
  • Held a viewing for “Play Again” film: grantee Meg Merrill was in attendance
  • Marilyn Cover of the Classroom Law Project gave a session on working with youth and supporting advocacy.
  • ‘Gray Family’ Tree Planting will be done by Friends of Trees to honor the contribution to environmental education.
  • Next year EEAO will be taking over this conference; they will be requesting a grant from us to help to support them as a “sponsor.”
  • Projected expenditures this year: $12,000.

NOCLI: OSU extension has offered to house the initiative. They will submit a formal proposal in September.

Big Projects: Eric Vines shared a list of different ideas for new initiatives and projects that would be in line with GFF’s organizational vision. The complete list is in the board book materials. He requested that board members share what they are interested in learning more about, and accordingly will present a full proposal in November. The board members were asked to send their top four options to the full board and staff.

Board Member Update: Eric will be talking to Maria ElenaCampisteguyand Marjorie Hamman to determine their interest and fit for the GFF Board. He will report back to the board members. He requested that the Gray Family send their original list of potential board members to him. Mr. Vines will also meet with Max Williams and Jeff Anderson of OCF to identify a pool of potential board candidates, with a goal to identify a new GFF board member by the next meeting in November. JoanGray also requested that the board terms be included in future board books or made otherwise easily accessible by current board members and staff.

Staff Evaluations: The board requested the establishment of an evaluation process for staff. Evaluation of program officer and program associate positions will be conducted by the Executive Director. In November, an executive session will be held alongside the board meeting for the purpose of reviewing the Executive Director’s performance and compensation. OCF will conduct the Executive Director evaluation in conjunction with the Board.

Annual Report Draft: The board expressed their appreciation of the breadth of the data and requested that the organizational goals be presented in tandem with the information, as well as a list of goals for the coming year.

Mission:

The Gray Family is very interested in continuing the discussion around mission/vision/values. Mr. Vines will send out his recent draft for further discussion.

The next meeting is November 4th at 7:30 AM – 11:00 AM at OCF’s Portland Office.

There being no other business, the meeting was adjourned at 2:55 PM.

Respectfully submitted,

Jeff Anderson

Assistant Secretary

Acknowledgement to Rana DeBey for assistance with the minutes.